Exhibit 10.1 Resolutions


    GREEN
      MOUNTAIN POWER CORPORATION

     

    PROPOSED
      RESOLUTIONS OF THE BOARD OF DIRECTORS

     

    February
      25, 2007

     

    WHEREAS,
      pursuant to resolutions, dated June 21, 2006 (the “June Resolutions”), the Board
      of Directors, among other things, approved and adopted, and recommended that
      the
      Corporation’s shareholders approve and adopt, an Agreement and Plan of Merger
      (the “Merger Agreement”), dated June 21, 2006, among the Corporation, Northern
      New England Energy Corporation (“NNEEC”) and Northstars Merger Subsidiary
      Corporation (the “Merger Sub”), pursuant to which the Merger Sub shall be merged
      with and into the Corporation (the “Merger”) with the Corporation being the
      surviving corporation in the Merger, and on October 31, 2006 the Corporations’
shareholders approved the Merger; and

     

    WHEREAS,
      pursuant to resolutions of the Compensation Committee of the Board of Directors
      approved at a meeting on June 21, 2006 (the “June Compensation Committee
      Resolutions”), the Compensation Committee provided that all outstanding "Awards"
      (as defined in the June Compensation Committee Resolutions) (including options
      and deferred stock units) will be cashed out upon completion of the Merger
      based
      on the merger consideration received by the Corporation’s shareholders;
      and

     

    Green
      Mountain Power Corporation Dividend Reinvestment and Stock Purchase
      Plan

     

    WHEREAS,
      the Company adopted and registered the Green Mountain Power Corporation Dividend
      Reinvestment and Stock Purchase Plan on Registration Statement on Form S-3
      (Registration Statement No. 333-38722) in December, 1991 (the “DRIP”);
      and

     

    WHEREAS,
      this Board deems it desirable and in the best interests of the Company and
      its
      stockholders in connection with the closing of the Merger to suspend the
cash
      purchase feature (but not the dividend reinvestment feature) of
      the
      DRIP at a time before the Merger, and, subject to receipt of all required
      regulatory approvals for the Merger, to discontinue use of and to terminate
      the
      DRIP in its entirety effective upon the consummation of the Merger.

     

    NOW
      THEREFORE BE IT RESOLVED, that the Company shall suspend the cash purchase
      feature (but not the dividend reinvestment feature) of the DRIP as of March
      1,
      2007, and subject to the receipt of all required regulatory approvals, terminate
      the DRIP in its entirety effective upon the consummation of the Merger, and
      the
      Chairman and Chief Executive Officer, the President and Chief Executive Officer,
      or any vice president, or any secretary or assistant secretary (each, an
“Authorized Officer”) be, and each of them hereby is, authorized to take any
      further action and to execute and deliver any agreements, documents,
      certificates or instruments as may be necessary to suspend the cash purchase
      feature or discontinue and terminate the DRIP; and that the execution by the
      Authorized Officers of any such agreements, documents, certificates or
      instruments or the doing by any such officer of any act in connection with
      the
      foregoing matters shall conclusively establish their authority therefor from
      the
      Company and the approval by the Company of the agreements, documents,
      certificates or instruments so executed and the actions so taken; and
      further

    
    RESOLVED,
      that the Authorized Officers be, and each of them hereby is, authorized to
      prepare, execute and file with the Securities and Exchange Commission a
      post-effective amendment to the Registration Statement on Form S-3 for the
      DRIP
      to remove any shares that remain unsold.

     

    Green
      Mountain Power Corporation 2000 and 2004 Stock Incentive Plans

     

    RESOLVED,
      that the Green Mountain Power Corporation 2000 Stock Incentive Plan and the
      Green Mountain Power Corporation 2004 Stock Incentive Plan (collectively, the
      “Plans”), are hereby terminated, and no additional awards will be permitted
      therein, effective upon the completion of the Merger; provided,
      however,
      that
      outstanding awards shall continue to be governed by the terms of the Plan,
      the
      applicable award agreement and the Merger Agreement.

     

    Affirmation
      of June Resolutions

     

    RESOLVED,
      that the June Resolutions and the June Compensation Committee Resolutions shall
      remain in full force and effect, except as specifically amended, modified or
      supplemented by these resolutions.

     

    General
      and Enabling Resolutions

     

    RESOLVED,
      that all actions previously taken by any officer, director, representative
      or
      agent of the Corporation in the name or on behalf of the Corporation or any
      of
      its affiliates in good faith and in connection with the transactions
      contemplated by the foregoing resolutions are hereby adopted, ratified,
      confirmed and approved in all respects as the act and deed of the Corporation;
      and further

     

    RESOLVED,
      that each of the proper officers of the Corporation is hereby authorized in
      the
      name and on behalf of the Corporation to do and perform, or cause to be done
      and
      performed, all such acts, deeds and things to make, or cause to be made, all
      such payments and to make, execute and deliver, or cause to be made, executed
      and delivered, all such agreements, undertakings, prospectuses, offering
      circulars, documents, instruments or certificates in the name and on behalf
      of
      the Corporation or otherwise as any such officer may deem necessary or
      appropriate to effectuate or carry out fully the purpose and intent of the
      foregoing resolutions and the transactions contemplated thereby.