exa1031.htm


    

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                EXHIBIT
      A 10.3.1

                 

              
	
                CENTRAL VERMONT PUBLIC
      SERVICE CORPORATION

                 

                 

                OFFICERS’
      SUPPLEMENTAL RETIREMENT

                AND

                DEFERRED COMPENSATION
      PLAN

                 

                 

                Amended
      And Restated August 4, 2008

                With
      An Effective Date of January 1,
2008

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      

      

        
          	
                  CENTRAL VERMONT PUBLIC
      SERVICE CORPORATION

                  OFFICERS’
      SUPPLEMENTAL RETIREMENT

                  AND

                  DEFERRED COMPENSATION
      PLAN

                   

                   

                  TABLE OF
      CONTENTS

                   

                
	
                  PREAMBLE

                   

                	
                  4

                
	
                  ARTICLE
      I

                	
                  DEFINITIONS

                   

                	
                  5

                
	
                  ARTICLE
      II

                	
                  PLAN
      ELIGIBILITY

                   

                	
                  7

                
	
                  ARTICLE
      III

                	
                  AMOUNT
      OF BENEFIT

                   

                	
                  7

                
	
                  3.1

                	
                  Retirement
      Benefits

                   

                	
                  7

                
	
                  3.2

                	
                  [Reserved]

                   

                	
                  8

                
	
                  3.3

                	
                  Death
      Benefits

                   

                	
                  8

                
	
                  3.4

                	
                  Benefits
      Upon a Change in Control

                   

                	
                  9

                
	
                  ARTICLE
      IV

                	
                  FORM
      AND TIMING OF BENEFITS

                   

                	
                  10

                
	
                  4.1

                	
                  Normal
      Retirement Benefits

                   

                	
                  10

                
	
                  4.2

                	
                  Discretionary
      Acceleration of Payments

                   

                	
                  12

                
	
                  ARTICLE
      V

                	
                  VESTING

                   

                	
                  14

                
	
                  ARTICLE
      VI

                	
                  ADMINISTRATION

                   

                	
                  14

                
	
                  6.1

                	
                  Plan
      Administrator

                   

                	
                  14

                
	
                  6.2

                	
                  Claims
      for Benefits

                   

                	
                  14

                
	
                  6.3

                	
                  Delegation
      of Authority

                   

                	
                  14

                
	
                  6.4

                	
                  Employees/Agents

                   

                	
                  15

                
	
                  6.5

                	
                  Indemnification

                   

                	
                  15

                
	
                  6.6

                	
                  Meetings/Quorum

                   

                	
                  15

                
	
                  6.7

                	
                  Compliance
      with Section 409A

                	
                  15

                




      

      
        
           
(ii)

        

        
           


          
            

          

        

        
           


        

      


       

      
        
          	
                  ARTICLE
      VII

                	
                  FUNDING

                   

                	
                  16

                
	
                  ARTICLE
      VIII

                	
                  AMENDMENT
      AND TERMINATION

                   

                	
                  16

                
	
                  8.1

                	
                  Amendment

                   

                	
                  16

                
	
                  8.2

                	
                  Termination

                   

                	
                  16

                
	
                  ARTICLE
      IX

                	
                  BENEFITS
      FOR GRANDFATHERED PARTICIPANTS

                   

                	
                  17

                
	
                  9.1

                	
                  Retirement
      Benefits

                   

                	
                  17

                
	
                  9.2

                	
                  Death
      Benefits

                   

                	
                  18

                
	
                  9.3

                	
                  Benefits
      upon a Change in Control

                   

                	
                  19

                
	
                  9.4

                	
                  Form
      and Timing of Grandfathered Retirement Benefits

                   

                	
                  19

                
	
                  ARTICLE
      X

                	
                  GENERAL
      PROVISIONS

                   

                	
                  20

                
	
                  10.1

                	
                  Payments
      to Minors and Incompetents

                   

                	
                  20

                
	
                  10.2

                	
                  No
      Contract

                   

                	
                  21

                
	
                  10.3

                	
                  Use
      of Masculine and Feminine; Singular and Plural

                   

                	
                  21

                
	
                  10.4

                	
                  Non-Alienation
      of Benefits

                   

                	
                  21

                
	
                  10.5

                	
                  Income
      Tax Withholding

                   

                	
                  21

                
	
                  10.6

                	
                  Governing
      Law

                   

                	
                  21

                
	
                  10.7

                	
                  Captions

                   

                	
                  21

                
	
                  10.8

                	
                  Severability

                   

                	
                  21

                
	
                  APPENDIX
      A

                	
                  GRANDFATHERED
      PARTICIPANTS

                   

                	
                  23

                
	
                  APPENDIX
      B

                	
                  PREDECESSOR
      PLAN BENEFITS

                   

                	
                  25

                
	
                  EXHIBIT
      A

                	
                  Retirement
      Benefit Election Form

                	 
      


        



      
        
           
(iii)

        

        
           


          
            

          

        

        
           


        

      


      


      PREAMBLE

      


      Effective
August 1, 1984, Central Vermont Public Service Corporation (the “Employer”)
established a non-qualified defined benefit pension plan referred to as the
Central Vermont Public Service Corporation Officers’ Supplemental Retirement
Plan (the “Plan”) for the benefit of certain employees and their
beneficiaries.

      


      The Plan
was amended and restated by the Board on August 4, 2008 with an effective date
of January 1, 2008.  The 2008 amendment and restatement is intended to
(i) bring the Plan into compliance with Section 409A, and (ii) retain for the
Participants who are listed on Appendix A (the “Grandfathered Participants”) the
flexibility that was afforded to them with regard to the timing and form of
payment of that portion of their retirement benefit that is regarded under
Section 409A as having been deferred under the Plan prior to January 1,
2005.  Prior to the 2008 amendment and restatement, the Plan was last
amended and restated with an effective date of January 1, 2005.  It
was amended and restated at that time to better reflect the resolutions of the
Employer’s Board, approved October 30, 2000, and to update Appendices A & B
to include active benefit recipients.  The Plan was previously
amended, restated and renamed as the Officers’ Supplemental Retirement and
Deferred Compensation Plan, effective January 1, 1998 and was consolidated to
include certain predecessor supplemental retirement and deferred compensation
plans of the Employer, as documented in Appendix B attached hereto.

      


      The Plan
is intended to provide Participants with the portion of the benefit that cannot
accrue under the Pension Plan of Central Vermont Public Service Corporation and
Its Subsidiaries because of the compensation limitations of Section 401(a)(17)
of the Internal Revenue Code of 1986 (the “Code”) and/or the maximum benefit
limitations of Section 415 of the Code.

      


      The Plan
is intended to constitute an unfunded, non-qualified pension plan that is
maintained primarily for the purpose of providing deferred compensation for a
select group of management and highly compensated employees under Section 201(2)
of the Employee Retirement Security Act of 1974 (ERISA), as amended (a “Top Hat
Plan”).  The Plan is also intended to comply with Section
409A.


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      ARTICLE
I

      DEFINITIONS

       

      The
following words and phrases when used in the Plan shall have the meanings
indicated in this Article I unless a different meaning is plainly required by
the context:

      


      “Actuarial Equivalent”
means a benefit of equivalent value to another benefit, determined on the basis
of the interest and mortality assumptions utilized for determining actuarial
equivalence under the Basic Plan.

      


      “Affiliated Employer”
means any corporation which is a member of a controlled group of corporations
(as defined in Code Section 414(b)) which includes the Employer; any trade or
business (whether or not incorporated) which is under common control (as defined
in Code Section 414(c)) with the Employer; any organization (whether or not
incorporated) which is a member of an affiliated service group (as defined in
Code Section 414(m)) which includes the Employer; and any other entity required
to be aggregated with the Employer pursuant to regula­tions under Code
Section 414(o).

      


      “Basic Plan” means the
Pension Plan of Central Vermont Public Service Corporation and Its Subsidiaries,
as may be amended from time to time.

      


      “Beneficiary” means
the Participant’s Beneficiary (as defined in the Basic Plan) who is eligible to
receive payments under the Basic Plan upon the death of the
Participant.

      


      “Board” means the
Board of Directors of Central Vermont Public Service Corporation.

      


      “Change in Control”
shall have the same meaning as the term defined in the Change in Control
Agreement approved by the Employer’s Board of Directors on May 6, 2008, as may
be amended from time to time.

      


      “Change in Control
Agreement” means the agreement entered into between the Participant and
the Employer which provides the Participant certain benefits in the event of a
Change in Control and termination of Participant’s employment within the period
of time and manner prescribed therein.

      


      “Code” means the
Internal Revenue Code of 1986, as amended from time to time, and pertinent
regulations issued thereunder. Reference to any section of the Code shall
include any successor provision thereto.

      


      “Compensation” means
the annual compensation of a Participant that would otherwise be recognized
under the Basic Plan for benefit accrual purposes without regard to the limit on
compensation as provided for under Code Section 401(a)(17).


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      


      “Employee” means any
person who is employed by the Employer or an Affiliated Employer.

      


      “Employer” means
Central Vermont Public Service Corporation or its successor or
successors.

      


      “Grandfathered
Participants” shall have the meaning provided in the Preamble and shall
consist of those individuals who are listed on Appendix A.

      


      “Grandfathered Retirement
Benefit” means, with respect to each Grandfathered Participant, the
present value of the retirement benefit that would have been payable to such
Participant had he/she voluntarily retired without cause on December 31, 2004,
and received payment of the benefits available from the Plan on the earliest
date possible and in the form that provides the maximum value, calculated in
accordance with Treasury Regulation Section 1.409A-6(a)(3)(i), as may be amended
from time to time.  For this purpose, the calculation shall, by way of
example and not limitation, take into account any applicable early retirement
reduction factors provided for under the Basic Plan.

      


      “Normal Retirement
Benefit” means the retirement benefit provided under Section
3.1(a).

      


      “Participant” means an
individual who is a participant of the Basic Plan and who meets the eligibility
requirements of Article II herein. The term Participant shall include any
Employee who has retired or terminated employment and who is entitled to a
benefit under this Plan.  The term Participant shall also include, as
the circumstances require, the Participant’s Beneficiary.

      


      “Participating
Employer” means the Employer and any other Affiliated Employer (or a
division or branch of either) which has adopted this Plan and which has been
authorized by the Board to

      


      “Payment Trigger”
shall have the meaning provided for in the Change in Control
Agreement.

      


      “Pension Committee”
means the committee appointed by the Board to administer the Basic
Plan.

      


      “Plan” means the
Central Vermont Public Service Corporation Officers’ Supplemental Retirement and
Deferred Compensation Plan as set forth in this document and as it may be
amended from time to time.

      


      “Plan Year” means the
12-month period commencing each January 1 and ending on the immediately
following December 31.

      


      “Section 409A” means
Code Section 409A and any proposed, temporary or final regulations, or any other
guidance, promulgated with respect to such Section 409A by the Department of
Treasury or the Internal Revenue Service.


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      


      “Separation from
Service” means a termination of
employment with Employer in such manner as to constitute a “separation from
service” as defined in Treasury Regulation Section 1.409A-1(h).

      


      ARTICLE
II

      PLAN
ELIGIBILITY

      


      An
Employee shall become a Participant hereunder if such Employee is a participant
under the Basic Plan and:

      


      
        	
                (a)

              	
                such
      Employee’s Compensation is not fully recognized under the Basic Plan
      because of the compensation limitations imposed by Code Section
      401(a)(17); or

              


      

      


      
        	
                (b)

              	
                such
      Employee’s Basic Plan retirement benefit is restricted or reduced by the
      Code Section 415 limitations on maximum pension benefits;
    and

              


      

      


      
        	
                (c)

              	
                such
      Employee is (i) expressly selected by the Board, in its sole discretion,
      to participate in the Plan, or (ii) an officer of the Employer who holds
      one of the following job titles:

              


      

      


      · Assistant
Vice President;

      


      · Vice-President;

      


      · Senior
Vice President; or

      


      · President
and/or Chief Executive Officer

      


      ARTICLE
III

      AMOUNT OF
BENEFIT

      


      Except as
provided under Article IX with regard to the Grandfathered Participants, the
benefits payable under the Plan shall be as provided for in this Article
III.

      


      
        	
                3.1

              	
                Retirement
      Benefits.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Normal Retirement
      Benefit.  The benefit payable under this Plan to a
      Participant shall equal the excess, if any, of (i) over (ii)
      where:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                is
      the benefit which would have been paid to such Participant as a single
      life annuity under the Basic Plan, if the provisions of the Basic Plan
      were administered without regard to the benefit limitations of Code
      Section 415 and regulations thereunder and without regard to the
      compensation limits of Code Section 401(a)(17) and regulations thereunder;
      and

              


      


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      


      
        	
                 
      

              	
                (ii)

              	
                is
      the benefit which is payable to such Participant as a single life annuity
      under the Basic Plan.

              


      

      


      If a
Participant elects to retire under the early retirement provisions of the Basic
Plan, his/her retirement benefit hereunder shall be subject to the same early
retirement reduction factors as are applicable to his/her benefit payable under
the Basic Plan.

      


      
        	
                 
      

              	
                (b)

              	
                Actuarial
      Adjustment.  If a benefit is paid in a form other than a
      single life annuity, the benefit described above shall be the Actuarial
      Equivalent of a single life annuity form of
  payment.

              


      

      


      
        	
                3.2

              	
                [Reserved]

              


      

      


      
        	
                3.3

              	
                Death
      Benefits.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Pre-retirement
      Survivor Annuity.  A Participant’s Beneficiary who is
      entitled to a pre-retirement survivor annuity under Section 6.02 or 6.03
      of the Basic Plan, shall also be entitled to receive a pre-retirement
      survivor annuity from this Plan.  The pre-retirement survivor
      annuity payable under this Plan to a Beneficiary shall equal the excess,
      if any, of (i) over (ii) where:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                is
      the pre-retirement survivor annuity which would have been paid to such
      Beneficiary under Section 6.02 or 6.03 of the Basic Plan, if the
      provisions of the Basic Plan were administered without regard to the
      benefit limitations of Code Section 415 and regulations thereunder and
      without regard to the compensation limits of Code Section 401(a)(17) and
      regulations thereunder; and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                is
      the pre-retirement survivor annuity which is payable to such Beneficiary
      under Section 6.02 or 6.03 of the Basic
Plan.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Elections.  Notwithstanding
      the elections that are available to a Beneficiary under the Basic Plan
      with regard to the time for commencement of the pre-retirement survivor
      annuity, a Beneficiary under the Plan shall have no such options with
      respect to the pre-retirement survivor annuity payable under the Plan and
      such annuity shall commence at the time specified under Section 6.02 or
      6.03 of the Basic Plan without regard to the elections
      thereunder.

              


      


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      


      
        	
                 
      

              	
                (c)

              	
                Death Following
      Commencement of Benefits.  If a Participant dies at any
      time after retirement benefits have begun, no death benefit shall be
      payable to anyone unless the form in which the retirement benefit was
      being paid provided for a continuing payment.  If the retirement
      benefit form of payment provided for a continuing payment, the death
      benefit shall be the amount payable under the terms of such form of
      payment.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Death Following
      Payment Trigger.  In the event a Participant, whose
      benefit is determined under Section 3.4 as a result of a Change in
      Control, dies prior to payment of such benefit, the death benefits
      described in paragraphs (a) of this Section 3.3, shall be determined on
      the basis of the enhanced benefits described in Section
      3.4(a).

              


      

      


      
        	
                3.4

              	
                Benefits Upon a Change
      in Control.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Change in Control
      Benefit.  Upon the occurrence of a Payment Trigger, a
      Participant who is a party to a Change in Control Agreement, and who
      satisfies the restrictive covenants contained therein as well as any
      obligation to provide consulting services thereunder, shall be entitled to
      the benefit described in Section 3.1(a), provided that such benefit shall
      be determined taking into account the additional years of benefit accruals
      afforded the Participant under Section 4(G) of the Change in Control
      Agreement and assuming Participant’s compensation under the Basic Plan for
      such additional period of time is equal to Participant’s compensation for
      the Plan Year immediately preceding the Plan Year in which the Change in
      Control occurs..

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Time for and Form of
      Payment.  Benefits determined under Section 3.4(a), shall
      be payable at the later of the date the Participant attains age 55 and the
      date on which severance compensation benefits become payable under the
      Participant’s Change in Control Agreement. The form of the payment shall
      be in accordance with the Participant’s election or deemed election as
      provided for under Article IV.

              


      


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      
      

      
        ARTICLE
IV

      

      FORM AND TIMING OF
BENEFITS

      


      4.1           Normal Retirement
Benefits.

      


      
        	
                 
      

              	
                (a)

              	
                Form of
      Payment.  Payment of a Normal Retirement Benefit
      described in Section 3.1 shall be made in accordance with the form
      selected by the Participant from among the options provided for under
      Sections 5.03, 5.04, 5.05, 5.06 and 5.07 of the Basic
      Plan.  With regard to the lump-sum option provided for in
      Section 5.06, once elected that form of payment may not be revoked or
      otherwise changed except as provided for in Section
  4.1(d).

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Time for Payment of
      Normal Retirement Benefits.  Payment of Normal Retirement
      Benefits shall commence on the later of (i) the first day of the seventh
      month following Participant’s Separation from Service or (ii) the date
      selected by the Participant.

              


      

      


      
        	
                 
      

              	
                In
      the event that a Participant commences receiving benefits under this
      Section 4.2 and is subsequently reemployed by the Employer or an
      Affiliated Employer, payment of benefits under this Section 4.2 shall
      continue and shall not be suspended as required by Section
      409A.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Time and Method of
      Election.  Every individual who was a Participant of the
      Plan on January 1, 2008, and who, at such time, had not yet retired or
      otherwise experienced a Separation from Service, shall elect the form and
      time for payment of his/her Normal Retirement Benefit on or before
      December 31, 2008.  The election shall be made by completing the
      Retirement Benefit Election Form attached hereto as Exhibit A, as the same
      may be amended from time to time, and submitting said Form with the
      Pension Committee on or before December 31,
  2008.

              


      

      


      
        	
                 
      

              	
                Upon
      attaining eligibility as provided for under Article II, a new Participant
      must submit a Retirement Benefit Election Form with the Pension Committee
      on or before January 30 following the calendar year in which the
      Participant first becomes eligible for Normal Retirement Benefits under
      the Plan.  Should a new Participant fail to make a timely
      submission of his/her Retirement Benefit Election Form, the Participant
      shall be deemed to have elected to receive his/her Normal Retirement
      Benefit in the form a single life annuity commencing on the first day of
      the seventh month following Separation from
  Service.

              


      


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      


      
        	
                 
      

              	
                Once
      a Participant elects or is deemed to have elected a form and time for
      payment of his/her Normal Retirement Benefit, that election shall not be
      changed accept as provided for in Section
  4.1(d).

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Changes in Retirement
      Benefit Election.  A Participant may not change the form
      or time for the payment of the Participant’s Retirement Benefit (a
      “Subsequent Payment Election”) unless such Election complies with the
      following rules:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                The
      Subsequent Payment Election most recently accepted by the Plan Pension
      Committee and that satisfies the requirements of this Section 4.1(d) shall
      govern notwithstanding any prior election to the
  contrary;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                The
      Subsequent Payment Election may not take effect until at least 12 months
      after the date on which it is accepted by the Pension
      Committee.  For this purpose, an annuity or installment form of
      payment shall be treated as a single payment rather than a series of
      payments.  Accordingly, a subsequent payment election may not be
      made during the 12-month period preceding the date on which the first
      annuity or installment amount was scheduled to be
  paid;

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                The
      Subsequent Payment Election, must specify a new payment date that is at
      least 5 years after the previously scheduled payment date (or, in the case
      of an annuity or installment election, at least 5 years from the date the
      first amount was scheduled to be paid);
and

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                A
      change from one form of life annuity to another form of life annuity
      before any annuity payment has been made shall not be considered a change
      in the time or form of payment provided that the date scheduled for the
      first annuity payment remains the same and the annuities are Actuarial
      Equivalents.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                Required Beginning
      Date.  In no event, may a Participant specify a date on
      which payments shall commence that is later than the later of (i) April 1
      following the calendar year in which the  Participant attains
      age 70 1⁄2, or (ii)
      the first day of the seventh month following Participant’s Separation from
      Service.

              


      


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      


      
        	
                4.2

              	
                Discretionary
      Acceleration of Payments. To the extent permitted by Section 409A,
      the Pension Committee may, in its sole discretion, accelerate the time or
      schedule of a payment under the Plan as provided in this
      Section.  The provisions of this Section are intended to comply
      with the exception to accelerated payments under Treasury Regulation
      Section 1.409A-3(j) and shall be interpreted and administered
      accordingly.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Domestic Relations
      Orders. The Pension Committee may, in its sole discretion,
      accelerate the time or schedule of a payment under the Plan to an
      individual other than the Participant as may be necessary to fulfill a
      domestic relations order (as defined in Code Section
      414(p)(1)(B)).

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Conflicts of
      Interest. The Pension Committee may, in its sole discretion,
      provide for the acceleration of the time or schedule of a payment under
      the Plan to the extent necessary for any federal officer or employee in
      the executive branch to comply with an ethics agreement with the federal
      government. Additionally, the Pension Committee may, in its sole
      discretion, provide for the acceleration of the time or schedule of a
      payment under the Plan the to the extent reasonably necessary to avoid the
      violation of an applicable federal, state, local, or foreign ethics law or
      conflicts of interest law (including where such payment is reasonably
      necessary to permit the Participant to participate in activities in the
      normal course of his/her position in which the Participant would otherwise
      not be able to participate under an applicable
  rule).

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Employment
      Taxes. The  Pension Committee may, in its sole
      discretion, provide for the acceleration of the time or schedule of a
      payment under the Plan to pay the Federal Insurance Contributions Act
      (FICA) tax imposed under Code Sections 3101, 3121(a), and 3121(v)(2) where
      applicable, on compensation deferred under the Plan (the “FICA amount”).
      Additionally, the Pension Committee may, in its sole discretion, provide
      for the acceleration of the time or schedule of a payment, to pay the
      income tax at source on wages imposed under Code Section 3401 or the
      corresponding withholding provisions of applicable state, local, or
      foreign tax laws as a result of the payment of the FICA amount, and to pay
      the additional income tax at source on wages attributable to the
      pyramiding Code Section 3401 wages and taxes. However, the total payment
      under this acceleration provision must not exceed the aggregate of the
      FICA amount, and the income tax withholding related to such FICA
      amount.

              


      

      



      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      


      
        	
                 
      

              	
                (d)

              	
                Limited
      Cash-Outs. The Pension Committee may, in its sole discretion,
      require a mandatory lump sum payment of amounts payable under the Plan if
      that amount does not exceed the applicable dollar amount under Code
      Section 402(g)(1)(B), provided that the payment results in the termination
      and liquidation of the entirety of the Participant’s interest under the
      Plan, including all agreements, methods, programs, or other arrangements
      with respect to which deferrals of compensation are treated as having been
      deferred under a single nonqualified deferred compensation plan under
      Section 409A.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                Payment Upon Income
      Inclusion Under Section 409A. The Pension Committee may, in its
      sole discretion, provide for the acceleration of the time or schedule of a
      payment under the Plan at any time the Plan fails to meet the requirements
      of Code Section 409A. The payment may not exceed the amount required to be
      included in income as a result of the failure to comply with the
      requirements of Code Section 409A.

              


      

      


      
        	
                 
      

              	
                (f)

              	
                Bona Fide Disputes as
      to a Right to a Payment. The Pension Committee may, in its sole
      discretion, provide for the acceleration of the time or schedule of a
      payment under the Plan where such payments occur as part of a settlement
      between the Participant and Employer (or any entity which would be
      considered to be a single employer with Employer under Code Sections
      414(b) or Section 414(c)) of an arm’s length, bona fide dispute as to the
      Participant’s right to the deferred
amount.

              


      

      


      
        	
                 
      

              	
                (g)

              	
                Plan Terminations and
      Liquidations. The Pension Committee may, in its sole discretion,
      provide for the acceleration of the time or schedule of a payment under
      the Plan as provided in Section 8.2
hereof.

              


      

      


      
        	
                 
      

              	
                (h)

              	
                Other Events and
      Conditions.  A payment may be accelerated upon such other
      events and conditions as the Internal Revenue Service may prescribe in
      generally applicable guidance published in the Internal Revenue
      Bulletin.  Notwithstanding anything contained in this Section
      4.2 to the contrary, in no event may a payment be accelerated under
      Sections 4.2(d), (e), (f), (g), or (h) following a Participant’s
      Separation from Service to a date that is prior to the first day of the
      seventh month following  the Participant’s Separation from
      Service (or if earlier, upon the Participant’s death).  Except
      as otherwise specifically provided in this Plan, including but not limited
      to this Section 4.2 and Section 8.2 hereof, the Pension Committee may not
      accelerate the time or schedule of any payment or amount scheduled to be
      paid under the Plan within the meaning of Code Section
    409A.

              


      


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      


      ARTICLE
V

      VESTING

      


      Subject
to Article VIII and except as otherwise provided in an applicable Change in
Control Agreement and Appendix A, a Participant has a nonforfeitable interest in
retirement benefits under this Plan beginning at the same time and under the
same conditions as applicable to his/her retirement benefits under the Basic
Plan.

      


      ARTICLE
VI

      ADMINISTRATION

      


      
        	
                6.1

              	
                Plan
      Administrator.  This Plan shall be administered by the
      Employer through the Pension Committee in a manner consistent with the
      administration of the Basic Plan as set forth in the Basic Plan, except as
      specifically provided herein.

              


      

      


      The
Pension Committee shall have full discretion to interpret and administer this
Plan and its decision in any matter involving the interpretation and application
of this Plan shall be final and binding on all parties.

      


      
        	
                6.2

              	
                Claims for
      Benefits.  All claims for benefits under this Plan shall
      be made in writing to the Pension Committee. Such claims for benefits,
      responses by the Pension Committee, and any appeals thereof shall be made
      in accordance with the provisions for claims procedures, as set forth in
      the Basic Plan.

              


      

      


      
        	
                6.3

              	
                Delegation of
      Authority.  The members of the Pension Committee may
      authorize one or more of their number to execute or deliver any
      instrument, make any payment or perform any other act which the Plan
      authorizes or requires the Pension Committee to do.  Any
      responsibility or authority assigned to the Pension Committee under the
      Plan may be delegated to any other person or persons, by name or in the
      case of a delegation to an employee of the Employer by title or position
      with the Employer, provided such delegation is revocable by the Pension
      Committee at any time in its
discretion.

              


      


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      


      
        	
                6.4

              	
                Employees/Agents.  The
      Pension Committee may employ counsel and other agents and may procure such
      clerical, accounting, actuarial, consulting and other services as it may
      require in carrying out the provisions of the
  Plan.

              


      

      


      
        	
                6.5

              	
                Indemnification.  The
      Employer shall indemnify and save harmless each member of the Pension
      Committee against all expenses and liabilities arising out of membership
      on such Pension Committee, provided such indemnification would not be
      contrary to law or the by-laws of the Employer.  No bond or
      other security shall be required by the Pension Committee members for the
      faithful performance of their duties
hereunder.

              


      

      


      
        	
                6.6

              	
                Meetings/Quorum.  The
      Pension Committee shall hold meetings upon such notice, at such place or
      places, and at such times as its members may from time to time
      determine.  A majority of the members of the Pension Committee
      at the time in office shall constitute a quorum for the transaction of
      business.  All actions taken by the Pension Committee at any
      meeting shall be by vote of the majority of its members present at such
      meeting, but the Pension Committee may act without a meeting by unanimous
      action of its members evidenced by a resolution signed by all such
      members.  Subject to the terms of the Plan, the Pension
      Committee may from time to time adopt by-laws, rules and regulations for
      the administration of the Plan and the conduct and transaction of its
      business and affairs.

              


      

      


      
        	
                6.7

              	
                Compliance with
      Section 409A.  It is intended that the payments and
      benefits provided under the Plan shall either be exempt from the
      application of, or comply with, the requirements of Section 409A. The Plan
      shall be construed, administered, and governed in a manner that effects
      such intent, and Employer shall not take any action that would be
      inconsistent with such intent. Without limiting the foregoing, the
      payments and benefits provided under the Plan may not be deferred,
      accelerated, extended, paid out or modified in a manner that would result
      in the imposition of an additional tax under Section 409A upon a
      Participant. Although Employer shall use its best efforts to avoid the
      imposition of taxation, interest and penalties under Section 409A, the tax
      treatment of the benefits provided under this Agreement is not warranted
      or guaranteed.  Neither, Employer, its subsidiaries nor their
      respective directors, officers, employees or advisors shall be held liable
      for any taxes, interest, penalties or other monetary amounts owed by a
      Participant or other taxpayer as a result of the
  Plan.

              


      


      
        
           


        

        
          15

          
            

          

        

        
           


        

      

      


      ARTICLE
VII

      FUNDING

      


      The
Employer may set aside assets in a trust or other funding arrangement as it, or
its delegate, deems appropriate to anticipate benefit liabilities accumulating
under the Plan; provided such arrangement is not considered “funded” for
purposes of the Code and the Employee Retirement Income Security Act of
1974.  Accordingly, the assets of any such arrangement shall be
subject to the claims of the Participating Employer’s creditors in the event of
the Participating Employer’s insolvency.  No portion of any funds set
apart for a Participant pursuant to this Article shall be the property of such
Participant until distribution thereof has been made to such individual.
Further, the rights of a Participant shall be limited to those of a general,
unsecured creditor of the Participating Employer who has a claim equal to the
value of the Participant’s retirement benefit hereunder.  Benefits
under this Plan will be payable from the general assets of the Participating
Employer, or from such other funding vehicle established for such purpose as
described above, or both. Except as may be otherwise determined by the Board in
its sole discretion pursuant to this Article, neither the Participating
Employer, the Pension Committee nor any other person shall have any duty to set
apart or invest any funds for the purpose of providing benefits pursuant to the
terms of the Plan.

      


      ARTICLE
VIII

      AMENDMENT AND
TERMINATION

      


      
        	
                8.1

              	
                Amendment.  The
      Employer, reserves the right to amend, modify, or suspend this Plan in
      whole or in part at anytime by action of the Board or the Board’s duly
      appointed delegate.  No amendment or suspension of the Plan,
      however, shall reduce the retirement benefit accrued under this Plan as in
      effect on the date of any amendment, modification, or suspension, except
      to the extent that the Participant agrees in writing to such
      reduction.

              


      

      


      
        	
                8.2

              	
                Termination.  The
      Plan is purely voluntary on the part of Employer and Employer reserves the
      right to terminate the Plan at any time.  In the event that the
      Plan is terminated, a Participant’s retirement benefits shall be
      distributed to the Participant on the dates on which the Participant would
      otherwise receive benefits hereunder without regard to the termination of
      the Plan. Notwithstanding the preceding sentence, and to the extent
      permitted under Section 409A, Employer, by action taken by its Board, may
      terminate the Plan and accelerate the payment of the retirement benefits
      provided that such payment complies with the requirements of Treasury
      Regulation Section 1.409A-3(j)(4)(ix) including the termination and
      liquidation of  all other deferred compensation arrangements
      required to be aggregated with the Plan under Section 409A. If the Plan is
      terminated pursuant to this Section 8.2, Employer shall be prohibited from
      adopting a new plan or arrangement that would be aggregated with this Plan
      under Section 409A within 3 years following the date that the Board
      irrevocably approves the termination and liquidation of the
      Plan.

              


      


      
        
           


        

        
          16

          
            

          

        

        
           


        

      


      


      
        	
                 
      

              	
                Notwithstanding
      anything contained in this Section 8.2 to the contrary, in no event may a
      payment be accelerated following a Participant’s Separation from Service
      to a date that is prior to the first day of the seventh month following
      the Participant’s Separation from Service (or if earlier, upon the
      Participant’s death).  This Section 8.2 is intended to comply
      with the exception to accelerated payments under Treasury Regulation
      Section 1.409A-3(j)(4)(ix) and shall be interpreted and administered
      accordingly.

              


      

      


      ARTICLE
IX

      BENEFITS FOR GRANDFATHERED
PARTICIPANTS

      


      9.1           Retirement
Benefit.

      


      
        	
                 
      

              	
                (a)

              	
                Calculation of
      Benefit.  The retirement benefit payable to a
      Grandfathered Participant consist of two components.  The first,
      component is the Grandfathered Retirement Benefit which amount is set
      forth in Paragraph VII of Appendix A and expressed as single life
      annuity.  The Grandfathered Retirement Benefit is not subject to
      the limitations contained in Section 409A as to the timing and form of
      payment, and thus, any election as to the time and form of payment of the
      Grandfathered Retirement Benefit must comply with Section
      9.4.  The second component of the retirement benefit payable to
      a Grandfathered Participant is the amount by which the “Minimum Retirement
      Benefit”, as defined in Section 9.1(b), exceeds the Grandfathered
      Retirement Benefit.  Such excess is subject to the limitations
      contained Section 409A as to the timing and form of payment, and thus, any
      election as to the time and form of payment of that amount must comply
      with Section 4.1.  To be clear and for the avoidance of any
      doubt, the sum of the two components shall in all cases be the Actuarial
      Equivalent of the Minimum Retirement Benefit regardless of the form and
      time selected for the payment of each
component.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Minimum Retirement
      Benefit.  Each Grandfathered Participant shall be
      entitled to the greater of the benefit provided for under Section 3.1(a),
      or a benefit equal to (i) plus (ii) minus (iii)
  where:

              


      


      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      


      
        	
                 
      

              	
                (i)

              	
                is
      the Actuarial Equivalent single life annuity of the benefits described in
      Paragraph I of Appendix A and modified, if at all, by Paragraphs II, III,
      IV, V and VI of Appendix A;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                is
      the benefit that would be payable to such Participant as a single life
      annuity under the Basic Plan if amounts paid under the Management
      Incentive Plan for Officers were excluded from compensation under the
      Basic Plan; and

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                is
      the benefit that is actually payable to such Participant as a single life
      annuity under the Basic Plan.

              


      

      


      9.2           Death
Benefits.

      


      
        	
                 
      

              	
                (a)

              	
                Minimum Pre-Retirement
      Survivor Benefit for Grandfathered Participants.  The
      minimum death benefit payable to the Beneficiary of a Grandfathered
      Participant shall be the greater of the amount payable under Section
      3.3(a) or an amount equal to (i) plus (ii) minus (iii)
    where:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                is
      the Actuarial Equivalent single life annuity of the benefits payable to
      the Participant’s  Beneficiary as described in Paragraph I of
      Appendix A and modified, if at all, by Paragraphs II, III, IV, V and VI of
      Appendix A;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                is
      the benefit which would be payable to the Participant’s Beneficiary as a
      pre-retirement survivor annuity under Section 6.02 or 6.03 of the Basic
      Plan if amounts paid under the Management Incentive Plan for Officers were
      excluded from compensation under the Basic Plan;
  and

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                is
      the benefit which is actually payable to the Participant’s Beneficiary as
      a pre-retirement survivor annuity under Section 6.02 or 6.03 of the Basic
      Plan.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Elections.  Notwithstanding
      the elections that are available to a Beneficiary under the Basic Plan
      with regard to the time for commencement of the pre-retirement survivor
      annuity, a Beneficiary of a Grandfathered Participant shall have no such
      options with respect to the pre-retirement survivor annuity payable under
      the Plan and such annuity shall commence at the time specified under
      Section 6.02 or 6.03 of the Basic Plan without regard to the elections
      thereunder.

              


      


      
        
           


        

        
          18

          
            

          

        

        
           


        

      


      


      
        	
                 
      

              	
                (c)

              	
                Death Following
      Commencement of Benefits.  If a Grandfathered Participant
      dies at any time after retirement benefits have begun, no death benefit
      shall be payable to anyone unless the form in which the retirement benefit
      was being paid provided for a continuing payment.  If the
      retirement benefit form of payment provided for a continuing payment, the
      death benefit shall be the amount payable under the terms of such form of
      payment.

              


      

      


      9.3           Benefits upon a Change in
Control.

      


      
        	
                 
      

              	
                (a)

              	
                Change In Control
      Benefit. Upon the occurrence of a Payment Trigger, a Grandfathered
      Participant who is a party to a Change in Control Agreement, and who
      satisfies the restrictive covenants contained therein as well as any
      obligation to provide consulting services thereunder, shall be entitled to
      the benefit described in Section 9.1(b) without regard to the age and
      service requirements of Paragraph III(a) of Appendix
      A.  However, benefits payable under this Section 9.3 (a) shall
      be subject to the early retirement reduction specified in Paragraph III(b)
      of Appendix A.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Time for and Form of
      Payment.  Benefits determined under Section 9.3(a), shall
      be payable at the later of the date the Participant attains age 55 and the
      date on which severance compensation benefits become payable under the
      Participant’s Change in Control Agreement. The form of payment shall be in
      accordance with the Participant’s election as provided for under Section
      9.4 with regard to the Participant’s Grandfathered Benefit and Article IV
      with regard to the amount by which the Participant’s Minimum Retirement
      Benefit exceeds the Participant’s Grandfathered
  Benefit.

              


      

      


      9.4           Form and Timing of
Grandfathered Retirement Benefits.

      


      
        	
                 
      

              	
                (a)

              	
                Form of
      Payment.  Except as provided in Section 9.4(b) with
      regard to payment in the form of a lump sum, payment of the Grandfathered
      Retirement Benefits under this Plan shall be made in the same form as the
      benefit paid to, or on behalf of, the Participant under the Basic
      Plan.  If a Participant or Beneficiary elects an optional form
      of payment under the Basic Plan, the same form of payment shall
      automatically apply to the Participant’s Grandfathered Retirement Benefit
      including the actuarial equivalent adjustment factors prescribed under the
      Basic Plan.

              


      


      
        
           


        

        
          19

          
            

          

        

        
           


        

      


      


      
        	
                 
      

              	
                (b)

              	
                Lump-Sum
      Payment.  In order to receive the Grandfathered
      Retirement Benefit in the form of a lump-sum payment as provided for under
      Section 5.06 of the Basic Plan, that election must be made at least two
      years prior to the date when the Participant will begin receiving benefits
      under the Basic Plan.  Failure to make the election prior to
      such two-year period will limit the form of payment of the Grandfathered
      Retirement Benefit to the options provided in Sections 5.03, 5.04, 5.05
      and 5.07 of the Basic Plan.  While an election to receive the
      retirement benefit provided under the Basic Plan in the form of a lump sum
      may be changed during the two-year period preceding the payment date, once
      made the lump-sum election shall become irrevocable with regard to the
      Grandfathered Retirement Benefit during such two-year
    period.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Time for Payment of
      Benefits.  Subject to the change in control provisions of
      Section 9.3, a Grandfathered Participant shall be eligible for benefits
      under this Plan if and when such individual begins receiving benefits
      under the Basic Plan.  Grandfathered Retirement Benefits shall
      commence on the same date on which the Participant commences benefits
      under the Basic Plan.  In the event that a Grandfathered
      Participant commences receiving benefits under this Section 9.3 and is
      subsequently reemployed by the Employer or an Affiliated Employer, payment
      of the Grandfathered Retirement Benefits shall be suspended and shall not
      resume until the benefits payable to the Participant under the Basic Plan
      are resumed. Grandfathered Retirement Benefits under this Section 9.3
      shall always be suspended and resumed when benefits under the Basic Plan
      are suspended and resumed.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Pension Committee
      Discretion.  The Board may, at its discretion, instruct
      the Pension Committee to pay the Actuarial Equivalent of a Grandfathered
      Participant’s Grandfathered Retirement Benefit in a single lump sum at
      such earlier date as it determines.

              


      

      


      ARTICLE
X

      GENERAL
PROVISIONS

      


      
        	
                10.1

              	
                Payments to Minors and
      Incompetents.  If any Participant entitled to receive any
      benefits hereunder is a minor or is deemed by the Pension Committee or is
      adjudged to be legally incapable of giving valid receipt and discharge for
      such benefits, they will be paid to such person or institution as the
      Pension Committee may designate or to the duly appointed guardian. Such
      payment shall, to the extent made, be deemed a complete discharge of any
      such payment under the Plan.

              


      


      
        
           


        

        
          20

          
            

          

        

        
           


        

      


      


      
        	
                10.2

              	
                No
      Contract.  This Plan shall not be deemed a contract of
      employment with any Participant, nor shall any provision hereof affect the
      right of the Employer or any Affiliated Employer to terminate a
      Participant’s employment.

              


      

      


      
        	
                10.3

              	
                Use of Masculine and
      Feminine; Singular and Plural.  Wherever used in this
      Plan, the masculine gender will include the feminine gender and the
      singular will include the plural, unless the context indicates
      otherwise.

              


      

      


      
        	
                10.4

              	
                Non-Alienation of
      Benefits.  No amount payable to, or held under the Plan
      for the account of, any Participant shall be subject in any manner to
      anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
      or charge, and any attempt to so anticipate, alienate, sell, transfer,
      assign, pledge, encumber, or charge the same shall be void; nor shall any
      amount payable to, or held under the Plan for the account of, any
      Participant be in any manner liable for such Participant’s debts,
      contracts, liabilities, engagements, or torts, or be subject to any legal
      process to levy upon or attach.

              


      

      


      
        	
                10.5

              	
                Income Tax
      Withholding.  The Participating Employer may withhold
      from any payments hereunder such amount as it may be required to withhold
      under applicable Federal, state, or other law, and transmit such withheld
      amounts to the appropriate taxing
authority.

              


      

      


      
        	
                10.6

              	
                Governing
      Law.  The provisions of the Plan shall be interpreted,
      construed, and administered in accordance with the Code, the Employee
      Retirement Income Security Act of  1974, and the laws of the
      State of Vermont, to the extent each such law is
    applicable.

              


      

      


      
        	
                10.7

              	
                Captions.  The
      captions contained in the Plan are inserted only as a matter of
      convenience and for reference and in no way define, limit, enlarge, or
      describe the scope or intent of the Plan nor in any way affect the
      construction of any provision of the
Plan.

              


      

      


      
        	
                10.8

              	
                Severability.  If
      any provision of the Plan is held invalid or unenforceable, its invalidity
      or unenforceability will not affect any other provision of the Plan, and
      the Plan will be construed and enforced as if such provision had not been
      included.

              


      


      
        
           


        

        
          21

          
            

          

        

        
           


        

      


      


      IN
WITNESS WHEREOF, the Employer has caused this instrument to be executed by its
duly authorized officer with an effective date of January 1, 2008.

      


      
        	 
      	
                CENTRAL
      VERMONT PUBLIC

                SERVICE
      CORPORATION

                 

              
	
                By:

              	
                /s/ Robert H.
      Young                           

              
	
                 

                Title:

              	
                 

                President & Chief
      Executive Officer

              
	
                 

                Attest:

                 

              	 
      
	
                By:    /s/ Dale A.
      Rocheleau                        

                Dale
      A. Rocheleau

                 

                (Corporate
      Seal)

              	 
      


      

      



      
        
           


        

        
          22

          
            

          

        

        
           


        

      


      


      APPENDIX
A

      


      GRANDFATHERED
PARTICIPANTS

      


      I.           Schedule of Minimum Benefits
for Participants in the Plan as of December 31, 1997:

      


      
        	
                Name

              	
                Percentage of Earnings
      at Retirement*

              
	
                William
      Deehan

                 

              	
                33%

              
	
                Joseph
      Kraus

                 

              	
                33%

              
	
                Robert
      Young

              	
                44%

              


      

      


      
        	
                 
      

              	
                *

              	
                Earnings
      is defined as base salary paid during the Grandfathered Participant’s
      final year of employment, without regard to the compensation limitations
      of Code Section 401(a)(17) and regulations
  thereunder.

              


      

      


      
        	
                II.

              	
                A
      Grandfathered Participant shall be entitled to the minimum benefit under
      this Appendix A upon his/her retirement from active employment with the
      Employer or Affiliated Employer on or after attainment of age
      65.

              


      

      


      
        	
                 
      

              	
                III.

              	
                (a)

              	
                A
      Grandfathered Participant may retire from active employment with the
      Employer or Affiliated at any time between his/her attainment of age 55
      and 65, provided he has completed at least 10 years of service, as defined
      under the terms of the Basic Plan for vesting
  purposes.

              


      

       

       

      
        	
              	
                 

              	
                (b)

              	
                

                  A
      Grandfathered Participant who has satisfied the requirements for early
      retirement set forth in Paragraph III(a), shall be entitled to commence
      receipt of his/her benefit as of any date on or after his/her attainment
      of age 60. The Grandfathered Participant’s retirement benefit shall be
      subject to a reduction of 5/12 of 1% for each full month by which payment
      of his/her benefit precedes his/her 65th
  birthday.

                

              


      

      
      

      


      
        	
                IV.

              	
                In
      the event that a Grandfathered Participant terminates employment or dies
      prior to becoming eligible for retirement, as set forth in Paragraph II or
      III(a) above, no benefits shall be payable under this Appendix
      A.

              


      

      


      
        	
                V.

              	
                In
      the event that a Grandfathered Participant dies on or after becoming
      eligible for retirement as set forth in Paragraph II or III(a) above, the
      benefit under this Appendix A shall be payable to the Participant’s
      designated Beneficiary. In addition, the Participant’s Beneficiary shall
      be entitled to a death benefit of $166,667, payable in a single lump
      sum.

              


      

      



      
        
           


        

        
          23

          
            

          

        

        
           


        

      


      


      
        	
                VI.

              	
                Benefits
      under this Appendix A shall be payable on a monthly basis, in the form of
      a 180-month guaranteed annuity. If the Grandfathered Participant dies
      before payment of the guaranteed 180 monthly installments, payment of any
      remaining installments shall be made to his/her designated Beneficiary. If
      the designated Beneficiary dies before the guaranteed total of 180 monthly
      payments are made, any remaining payments shall be paid to the
      Beneficiary’s estate.

              


      

      


      
        	
                 
      

              	
                VII.

              


      

      


      
        	
                Grandfathered
      Participants

              	
                Grandfather
      Benefit*

              
	
                William
      Deehan

                 

              	
                $51,700

              
	
                Joseph
      Kraus

                 

              	
                $64,300

              
	
                Robert
      Young

              	
                $164,700

              


      

      


      *Expressed
as an annual benefit based on a single-life annuity.


      
        
           


        

        
          24

          
            

          

        

        
           


        

      


      


      APPENDIX
B

      PREDECESSOR PLAN
BENEFITS

      


      The
following tables identify benefits of certain retired officers that were earned
under predecessor supplemental retirement and deferred compensation plans of the
Employer prior to December 1, 1998.  This table is updated for those
still receiving benefits as of January 1, 2005.

      


      
        	
                1986 Deferred
      Compensation Plan

                 

              
	 
      	 
      	
                Payment Period
      (1)

              
	
                Name

              	
                Annual
      Benefit

              	
                First

              	
                Final

              
	
                Jonathan
      Booraem

                 

              	
                $12,814.47

              	
                12/1/98

              	
                11/1/13

              
	
                Jacquel-Anne
      Chouinard

                 

              	
                $18,145.00

              	
                9/1/04

              	
                8/1/19

              
	
                Thomas
      Hurcomb

                 

              	
                $18,979.68

              	
                3/1/98

              	
                2/1/13

              
	
                Donald
      Rushford

                 

              	
                $28,434.96

              	
                1/1/94

              	
                12/1/08

              
	
                Thomas
      Webb

              	
                $42,620.00

              	
                1/1/96

              	
                12/1/10

              


      

      


      
        	
                (1)

              	
                Benefits
      are payable in monthly installments in the form of a 15-year certain
      annuity.

              


      


      
        
           


        

        
          25

          
            

          

        

        
           


        

      


      


      Appendix
B

      (Cont’d)

      


      
        	
                1990 Deferred
      Compensation Plan

                 

              
	 
      	 
      	
                Payment Period
      (1)

              
	
                Name

              	
                Annual
      Benefit

              	
                First

              	
                Final

              
	
                Thomas
      Hurcomb

                 

              	
                $5,308.20

              	
                3/1/98

              	
                2/1/13

              
	
                Donald
      Rushford

                 

              	
                $8,218.68*

              	
                9/1/97

              	
                9/1/10

              


      

      


      
        	
                (1)

              	
                Benefits
      are payable in monthly installments in the form of a 15-year certain
      annuity.

              


      

      


      *Amount
recalculated: interest originally calculated on an annual payments versus
monthly, retroactive adjustment of $989.64 included in November ‘97
payment.


      
        
           


        

        
          26

          
            

          

        

        
           


        

      


      


      Appendix
B

      (Cont’d)

      


      
        	
                Pension Restoration
      under Deferred Compensation Plans

                 

              
	
                 

                Name

              	
                 

                Annual
      Benefit

              	
                Date of First Payment

              	
                Form
      of Payment (1)

              
	
                Edwin
      Calcagni (2)

                 

              	
                $3,690.00

              	
                3/1/90

              	
                Life
      Annuity

              
	
                Clifford
      Giffin

                 

              	
                $3,067.44

              	
                1/1/91

              	
                Contingent
      annuity (50%)

                 

              
	
                James
      Griffin

                 

              	
                $4,685.16

              	
                10/1/86

              	
                Life
      Annuity

                 

              
	
                Thomas
      Hurcomb

                 

              	
                $753.72

              	
                3/1/98

              	
                Contingent
      annuity (100%)

                 

              
	
                Olga
      Laird

                 

              	
                $1,990.92

              	
                3/1/88

              	
                Life
      Annuity

              
	
                Darrow
      McLeod

                 

              	
                $4,263.12

              	
                1/1/90

              	
                Contingent
      annuity (100%)

                 

              
	
                Donald
      Rushford

              	
                $3,510.60

              	
                1/1/94

              	
                Contingent
      annuity (50%)

              


      

      


      (1)           Benefits
are payable monthly installments.

      


      
        	
                (2)

              	
                Mr.
      Calcagni died in 1995. The remaining benefit is payable to his spouse for
      the remainder of her life.

              


      


      
        
           


        

        
          27

          
            

          

        

        
           


        

      


      


      Appendix
B

      (Cont’d)

      


      
        	
                Officer’s Supplemental
      Retirement Plan

                 

              
	 
      	 
      	
                Payment Period
      (2)

              
	
                Name

              	
                Annual Benefit
      (1)

              	
                First

              	
                Final

              
	
                Jonathan
      Booraem

                 

              	
                $24,098.40

              	
                2/1/98

              	
                11/1/13

              
	
                Jacquel-Anne
      Chouinard

                 

              	
                $23,385.00
      (3)

              	
                9/1/04

              	
                8/1/19

              
	
                James
      Griffin

                 

              	
                $34,755.00
      (4)

              	
                10/1/86

              	
                LIFE

              
	
                Thomas
      Hurcomb

                 

              	
                $30,730.44

              	
                3/1/98

              	
                2/1/13

              
	
                Donald
      Rushford

                 

              	
                $34,785.00

              	
                1/1/94

              	
                12/1/08

              
	
                Thomas
      Webb

              	
                120,595.00

              	
                1/1/96

              	
                12/1/10

              


      

      


      
        	
                (1)

              	
                In
      addition, upon the death of the Participant, the Participant’s Beneficiary
      shall be entitled to a death benefit of $100,000, payable in a single sum
      grossed up for taxes.

              


      

      


      
        	
                (2)

              	
                Except
      as noted for Mr. Griffin, benefits are payable in monthly installments in
      the form of a 15-year certain
annuity.

              


      

      


      
        	
                (3)

              	
                This
      is the deferred benefit available at age 65. Reduced benefits are
      available as early as age 60. The applicable reduction is 5/12 of 1% for
      each full month by which payment of the benefit precedes age
      65.

              


      

      


      
        	
                (4)

              	
                Payable
      as a life annuity.

              


      

      



      
        
           


        

        
          28