Exhibit 10-40.05
THIRTY-SECOND AGREEMENT AMENDING
NEW ENGLAND POWER POOL AGREEMENT
THIS THIRTY-SECOND AGREEMENT, dated as of the 1st day of
September, 1995, is entered into by the signatory Participants
for the amendment by them of the New England Power Pool Agreement
dated as of September 1, 1971 (the "NEPOOL Agreement"), as
previously amended by twenty-nine (29) amendments, the most
recent of which was dated as of May 1, 1993; as previously
proposed to be amended by a thirtieth amendment dated as of June
1, 1993 which has been withdrawn; and as proposed to be amended
by a pending thirty-first amendment dated as of July 1, 1995.
NOTE: Because Section I of the Thirty-Second Agreement is the
only Section that amends the NEPOOL Agreement, only
that Section is reproduced and compared to the language
in the currently effective NEPOOL Agreement. All other
text of the Thirty-Second Amendment has been deleted
for purposes of this compare document.
NOW THEREFORE, the signatory Participants hereby agree as
follows:
SECTION I
AMENDMENTS TO NEPOOL AGREEMENT
1. The definition of "Entity" in Section 15.14 of the
NEPOOL Agreement, as heretofore amended, is amended to read as
follows:
Entity is any person or organization engaged in the electric
utility business (the generation and/or transmission and/or
distribution of electricity for consumption by the public,
or the purchase, as principal or broker, of electric energy
and/or capacity for resale at wholesale), whether the United
States of America or Canada or a state or province or a
political subdivision thereof or a duly established agency
of any of them, a private corporation, a partnership, an
individual, an electric cooperative or any other person
or organization recognized in law as capable of owning
property and contracting with respect thereto. No person or
organization shall be deemed to be an Entity if the
generation, transmission and, or distribution of
electricity by such person or organization is primarily
conducted to provide electricity for consumption by such
person or organization or an affiliated person or
organization.
2. Section 5.15 of the NEPOOL Agreement, as heretofore
amended, is amended to re-letter paragraph (h) as paragraph (i)
and by inserting the following new paragraph (h) after present
paragraph (g):
(h) The Management Committee shall have the authority, at
the time that it acts on an Entity's application
pursuant to Section 1.2 to become a Participant, to
waive conditionally or unconditionally, compliance by
such Entity with one or more of the obligations imposed
by this Agreement if the Committee determines that such
compliance would be unnecessary or inappropriate for
such Entity and the waiver for such Entity will not
impose an additional burden on other Participants.
3. Section 5.16 of the NEPOOL Agreement, as heretofore
amended, is hereby amended to read as follows:
Each member of the Management Committee or that member's
designee shall be entitled to attend any meeting of the
Executive Committee, Operations Committee, and Policy
Planning Committee and shall have a reasonable opportunity
to express views on any matter to be acted upon at the
meeting.
THIRTY-SECOND AGREEMENT AMENDING
NEW ENGLAND POWER POOL AGREEMENT
THIS THIRTY-SECOND AGREEMENT, dated as of the 1st day of
September, 1995, is entered into by the signatory Participants
for the amendment by them of the New England Power Pool Agreement
dated as of September 1, 1971 (the "NEPOOL Agreement"), as
previously amended by twenty-nine (29) amendments, the most
recent of which was dated as of May 1, 1993; as previously
proposed to be amended by a thirtieth amendment dated as of June
1, 1993 which has been withdrawn; and as proposed to be amended
by a pending thirty-first amendment dated as of July 1, 1995.
WHEREAS, the NEPOOL Review Committee has been reconstituted,
in response to a general invitation issued in early 1995 by the
NEPOOL Participants, to include representatives of independent
power producers ("IPPs"), power marketers, power brokers, utility
regulators, environmental groups and others, and the Committee is
currently discussing a restructuring of NEPOOL in light of the
emerging changes in the electric utility industry;
WHEREAS, the NEPOOL Review Committee's January 1995 Phase
One Report concluded as part of the NEPOOL restructuring that
"NEPOOL membership should be open to a broad spectrum of
entities";
WHEREAS, IPPs are permitted to become Participants under
current NEPOOL provisions and the Participants are willing,
consistent with the NEPOOL Review Committee's Phase One Report,
to amend the NEPOOL Agreement also to permit power marketers and
power brokers to become Participants;
WHEREAS, as an interim step in the restructuring of NEPOOL
the Participants are willing to amend the NEPOOL Agreement to
permit power marketers and power brokers to become Participants
now, even before the completion of the restructuring of NEPOOL,
to facilitate their participation in bulk power transactions in
New England and more directly in the day-to-day activities of
NEPOOL;
WHEREAS, certain New England utilities that have chosen so
far not to become Participants have expressed their interest in
amending language to the NEPOOL Agreement in order to make
membership in NEPOOL more desirable to them;
WHEREAS, the amendments proposed herein do not change the
voting and governance provisions of the NEPOOL Agreement;
WHEREAS, representatives of certain of the IPPs and power
marketers have expressed in NEPOOL Review Committee discussions
(1) the belief that any amendments to the NEPOOL Agreement
designed to effect the restructuring of NEPOOL should be preceded
by an amendment to the NEPOOL voting and governance structure so
that IPPs and power marketers can participate fully and have a
separate vote on all restructuring matters placed before the
NEPOOL Executive Committee, (2) the concern that the interests
of IPPs and power marketers may not be adequately addressed in the
restructuring discussions in the NEPOOL Executive Committee
during the interim period when the terms of NEPOOL restructuring
are being discussed, and (3) the position that the issue of
whether and, if so, how to amend the definition of the term
"Entity" under Section 15.14 of the NEPOOL Agreement to include
end-users should be addressed and resolved during the NEPOOL
restructuring process;
WHEREAS, during NEPOOL Review Committee discussions, various
NEPOOL Participants have expressed (1) their belief that the
NEPOOL voting and governance structure (a) should be fair, (b)
should take into account the interests of all members and reflect
votes that are appropriately weighted in relationship to each
member's responsibilities and obligations (i.e. transmission,
generation and/or load), and (c) should minimize the
opportunities for gridlock, (2) their desire to involve
substantively the IPPs, power marketers, power brokers, Federal
and state regulators, and any other interested entities in the
restructuring effort, but not to impede the operations of NEPOOL
during the restructuring process, and (3) the desire first to
assure the opportunity for broader membership by all entities
transacting business in the wholesale bulk power market in New
England before addressing whether and, if so, how to involve end-
users in the Pool;
WHEREAS, in order to address the IPPs' and power marketers'
beliefs, concerns, positions, desires, and interests, the
Participants have invited IPPs, power marketers, and power
brokers that elect to become Participants after this Thirty-
Second Agreement is effective to select a common representative
to receive notice of all meetings of the NEPOOL Executive
Committee, NEPOOL Operations Committee, and NEPOOL Policy
Planning Committee and to attend those meetings and act as their
common spokesperson at such meetings;
WHEREAS, those IPPs and power marketers involved in the
NEPOOL Review Committee effort which are listed in Attachment 1
to this Thirty-Second Agreement have provided the Participants
assurances that these IPPs and power marketers support or do not
oppose acceptance of this Thirty-Second Agreement by the Federal
Energy Regulatory Commission (the "Commission");
WHEREAS, in reliance on and subject to the assurances of the
IPPs and power marketers described in the preceding paragraph,
the Participants, IPPs and power marketers participating in the
NEPOOL Review Committee effort have agreed that governance and
voting issues relative to IPPs and power marketers are among the
priority issues identified in the NEPOOL Review Committee's Phase
One Report and that they will continue to use their best efforts
to resolve these issues expeditiously through the NEPOOL Review
Committee; and
WHEREAS, Participants, IPPs and power marketers have also
agreed that the issue of whether and, if so, how to amend the
NEPOOL Agreement to permit membership by those not eligible for
NEPOOL membership after this Thirty-Second Agreement becomes
effective should be addressed before completion of the NEPOOL
restructuring process;
NOW THEREFORE, the signatory Participants hereby agree as
follows:
SECTION 1
AMENDMENTS TO NEPOOL AGREEMENT
1. The definition of "Entity" in Section 15.14 of the
NEPOOL Agreement, as heretofore amended, is amended to read as
follows:
Entity is any person or organization engaged in the electric
utility business (the generation and/or transmission and/or
distribution of electricity for consumption by the public,
or the purchase, as principal or broker, of electric energy
and/or capacity for resale at wholesale), whether the United
States of America or Canada or a state or province or a
political subdivision thereof or a duly established agency
of any of them, a private corporation, a partnership, an
individual, an electric cooperative or any other person or
organization recognized in law as capable of owning property
and contracting with respect thereto. No person or
organization shall be deemed to be an Entity if the
generation, transmission, or distribution of electricity by
such person or organization is primarily conducted to
provide electricity for consumption by such person or
organization or an affiliated person or organization.
2. Section 5.15 of the NEPOOL Agreement, as heretofore
amended, is amended to re-letter paragraph (h) as paragraph (i)
and by inserting the following new paragraph (h) after present
paragraph (g):
(h) The Management Committee shall have the authority, at
the time that it acts on an Entity's application
pursuant to Section 1.2 to become a Participant, to
waive, conditionally or unconditionally, compliance by
such Entity with one or more of the obligations imposed
by this Agreement if the Committee determines that such
compliance would be unnecessary or inappropriate for
such Entity and the waiver for such Entity will not
impose an additional burden on other Participants.
3. Section 5.16 of the NEPOOL Agreement, as heretofore amended, is
hereby amended to read as follows:
Each member of the Management Committee or that member's
designee shall be entitled to attend any meeting of the
Executive Committee, Operations Committee, and Policy
planning Committee and shall have a reasonable opportunity
to express views on any matter to be acted upon at the
meeting.
SECTION II
PARTICIPATION ON NEPOOL COMMITTEES
The Participants that are the signatories to this Thirty-
Second Agreement agree that they will cause their representatives
to take action in the NEPOOL Executive Committee, the NEPOOL
Operations Committee and the NEPOOL Policy Planning Committee to
authorize the IPPs, power marketers and power brokers that become
Participants (collectively, such IPPs, power marketers, and power
brokers are hereinafter referred to as "non-utility Participants") to
designate as a group after this Thirty-Second Agreement becomes
effective, a non-voting representative for each of the NEPOOL
Executive Committee, NEPOOL Operations Committee, and NEPOOL Policy
Planning Committee. The right to designate such representatives to
the NEPOOL Executive Committee, NEPOOL Operations Committee, and
NEPOOL Policy Planning Committee shall be in addition to, and not in
lieu of, such non-utility Participants' rights under the existing
provisions of the NEPOOL Agreement to be represented by members on the
NEPOOL Operations Committee and NEPOOL Policy Planning Committee. If
the non-utility Participants designate a representative for the NEPOOL
Executive Committee, NEPOOL Operations Committee or NEPOOL Policy
Planning Committee, that representative shall be treated as if he
or she were a member of that Committee for purposes of notice of
and participation in Committee meetings, but shall not be entitled to
vote, and shall not be deemed a member of the Committee for purposes
of determining the number of votes required for Committee action.
SECTION III
EFFECTIVENESS OF THE THIRTY-SECOND AGREEMENT
This Thirty-Second Agreement, and the amendments provided
for above, shall become effective on November 15, 1995, or on
such other date as the Federal Energy Regulatory Commission shall
provide that such amendments shall become effective.
SECTION IV
USAGE OF DEFINED TERMS
The usage in this Thirty-Second Agreement of terms which are
defined in the NEPOOL Agreement shall be deemed to be in
accordance with the definitions thereof in the NEPOOL Agreement.
SECTION V
COUNTERPARTS
This Thirty-Second Agreement may be executed in any number
of counterparts and each executed counterpart shall have the same
force and effect as an original instrument and as if all the
parties to all the counterparts had signed the same instrument.
Any signature page of this Thirty-Second Agreement may be
detached from any counterpart of this Thirty-Second Agreement
without impairing the legal effect of any signatures thereof, and
may be attached to another counterpart of this Thirty-Second
Agreement identical in form thereto but having attached to it one
or more signature pages.
IN WITNESS WHEREOF, each of the signatories has caused a
counterpart signature page to be executed by its duly authorized
representative, as of the 1st day of September, 1995.
COUNTERPART SIGNATURE PAGE
TO THIRTY-SECOND AGREEMENT AMENDING
NEW ENGLAND POWER POOL AGREEMENT
DATED AS OF September 1, 1995
The NEPOOL Agreement, being dated as of September 1, 1971,
and being previously amended by twenty-nine (29) amendments the
most recent of which was dated as of May 1, 1993 and as proposed
to be amended by a pending amendment dated as of July 1, 1995.
Boston Edison Company
(Participant)
By: /s/ Douglas S. Horan
Title: Vice President &
General Counsel
Address: 800 Boylston Street (P360)
Boston, MA 02199-8001
COUNTERPART SIGNATURE PAGE
TO THIRTY-SECOND AGREEMENT AMENDING
NEW ENGLAND POWER POOL AGREEMENT
DATED AS OF SEPTEMBER 1, 1995
The NEPOOL Agreement, being dated as of September 1, 1971,
and being previously amended by twenty-nine (29) amendments the
most recent of which was dated as of May 1, 1995, and as proposed
to be amended by a pending amendment dated as of July 1, 1995
Boylston Light Department
(Participant)
By: /s/ H. Bradford White, Jr.
Name: H. Bradford White, Jr.
Title: Manager
Address:
COUNTERPART SIGNATURE PAGE
TO THIRTY-SECOND AGREEMENT AMENDING
NEW ENGLAND POWER POOL AGREEMENT
DATED AS OF September 1, 1995
The NEPOOL Agreement, being dated as of September 1, 1971,
and being previously amended by twenty-nine (29) amendments the
most recent of which was dated as of May 1, 1993 and as proposed
to be amended by a pending amendment dated as of July 1, 1995.
Blackstone Valley Electric Company
Eastern Edison Company
Montaup Electric Company
Newport Electric Corporation
(Participant)
By: /s/ Kevin A. Kirby
Title: Vice President
Address: 750 West Center Street
West Bridgewater, MA 02379-0543
COUNTERPART SIGNATURE PAGE
TO THIRTY-SECOND AGREEMENT AMENDING
NEW ENGLAND POWER POOL AGREEMENT
DATED AS OF September 1, 1995
The NEPOOL Agreement, being dated as of September 1, 1971,
and being previously amended by twenty-nine (29) amendments the
most recent of which was dated as of May 1, 1993 and as proposed
to be amended by a pending amendment dated as of July 1, 1995.
Cambridge Electric Light Company
Canal Electric Company
Commonwealth Electric Company
(Participant)
By: /s/ Russell D. Wright
Title: President and C.O.O.
Address: 2421 Cranberry Highway
Wareham, MA 02571-1002
COUNTERPART SIGNATURE PAGE
TO THIRTY-SECOND AGREEMENT AMENDING
NEW ENGLAND POWER POOL AGREEMENT
DATED AS OF September 1, 1995
The NEPOOL Agreement, being dated as of September 1, 1971,
and being previously amended by twenty-nine (29) amendments the
most recent of which was dated as of May 1, 1993 and as proposed
to be amended by a pending amendment dated as of July 1, 1995.
Central Maine Power Company
(Participant)
By: /s/ Arthur Adelberg
Title: Vice President
Address: 83 Edison Drive
Augusta, ME 04336-0001
COUNTERPART SIGNATURE PAGE
TO THIRTY-SECOND AGREEMENT AMENDING
NEW ENGLAND POWER POOL AGREEMENT
DATED AS OF September 1, 1995
The NEPOOL Agreement, being dated as of September 1, 1971, and
being previously amended by twenty-nine (29) amendments the most
recent of which was dated as of May 1, 1993 and as proposed to be
amended by a pending amendment dated as of July 1, 1995.
Central Vermont Public Service
Corporation
(Participant)
By: /s/ Robert Stern
Name: Robert Stern
Title: Senior Vice President
Address: 77 Grove Street
Rutland, VT 05701-3400
COUNTERPART SIGNATURE PAGE
TO THIRTY-SECOND AGREEMENT AMENDING
NEW ENGLAND POWER POOL AGREEMENT
DATED AS OF September 1, 1995
The NEPOOL Agreement, being dated as of September 1, 1971,
and being previously amended by twenty-nine (29) amendments the
most recent of which was dated as of May 1, 1993 and as proposed
to be amended by a pending amendment dated as of July 1, 1995.
Chicopee Municipal Lighting Plant
(Participant)
By: Barry W. Soden
Title: General Manager
Address: 725 Front Street
Chicopee, MA 01021-0405
COUNTERPART SIGNATURE PAGE
TO THIRTY-SECOND AGREEMENT AMENDING
NEW ENGLAND POWER POOL AGREEMENT
AS OF September 1, 1995
The NEPOOL Agreement, being dated as of September 1, 1971,
and being previously amended by twenty-nine (29) amendments the
most recent of which was dated as of May 1, 1993 and as
proposed to be amended by a pending amendment dated as of July
1, 1995.
The Connecticut Light and Power Company
Western Massachusetts Electric Company
Holyoke Water Power Company
Holyoke Power and Electric Company
Public Service Company of New Hampshire
(Participant)
By: /s/ Frank P. Sabatino
Title: Vice President
Address: 107 Selden Street
Berlin, CT 06037-1616
COUNTERPART SIGNATURE PAGE
TO THIRTY-SECOND AGREEMENT AMENDING
NEW ENGLAND POWER POOL AGREEMENT
DATED AS OF September 1, 1995
The NEPOOL Agreement, being dated as of September 1, 1971,
and being previously amended by twenty-nine (29) amendments the
most recent of which was dated as of May 1, 1993 and as proposed
to be amended by a pending amendment dated as of July 1, 1995.
Conn. Municipal Electric Energy Cooperative
(Participant)
By: /s/ Maurice R. Scully
Title: Executive Director
Address: 30 Stott Avenue
Norwich, CT 06360-1535
COUNTERPART SIGNATURE PAGE
TO THIRTY-SECOND AGREEMENT AMENDING
NEW ENGLAND POWER POOL AGREEMENT
DATED AS OF September 1, 1995
The NEPOOL Agreement, being dated as of September 1, 1971,
and being previously amended by twenty-nine (29) amendments the
most recent of which was dated as of May 1, 1993 and as proposed
to be amended by a pending amendment dated as of July 1, 1995.
Fitchburg Gas and Electric Light Company
(Participant)
By: /s/ David K. Foote
Title: Senior Vice President
Address: 216 Epping Road
Exeter, NH 03833-4575
COUNTERPART SIGNATURE PAGE
TO THIRTY-SECOND AGREEMENT AMENDING
NEW ENGLAND POWER POOL AGREEMENT
DATED AS OF September 1, 1995
The NEPOOL Agreement, being dated as of September 1, 1971
and being previously amended by twenty-nine (29) amendments the
most recent of which was dated as of May 1, 1993 and as proposed
to be amended by a pending amendment dated as of July 1, 1995.
Village of Hardwick Electric Department
(Participant)
By: /s/ Jack E. Young
Name: Jack E. Young
Title: General Manager
Address: P.O. Box 516
Hardwick, VT 05843-0516
SIGNATURE PAGE
TO THIRTY-SECOND AGREEMENT AMENDING
NEW ENGLAND POWER POOL AGREEMENT
DATED AS OF September 1, 1995
The NEPOOL Agreement, being dated as of September 1, 1971,
and being previously amended by twenty-nine (29) amendments the
most recent of which was dated as of May 1, 1993 and as proposed
to be amended by a pending amendment dated as of July 1, 1995.
Hingham Municipal Lightinq Plant
(Participant)
By: Joseph R. Spadea, Jr.
Title: General Manager
Address: 19 Elm Street
Hingham, MA 02043-2518
COUNTERPART SIGNATURE PAGE
TO THIRTY-SECOND AGREEMENT AMENDING
NEW ENGLAND POWER POOL AGREEMENT
DATED AS OF SEPTEMBER 1, 1995
The NEPOOL Agreement, being dated as of September 1, 1971,
and being previously amended by twenty-nine (29) amendments the
most recent of which was dated as of May 1, 1993, and as proposed to
be amended by a pending amendment dated as of July 1, 1995.
New England Power Company
(Participant)
By: /s/ Jeffrey D. Tranen
Name: Jeffrey D. Tranen
Title: President
Address: 25 Research Drive
Westborough, MA
01582
COUNTERPART SIGNATURE PAGE
TO THIRTY-SECOND AGREEMENT AMENDING
NEW ENGLAND POWER POOL AGREEMENT
DATED AS OF SEPTEMBER 1, 1995
The NEPOOL Agreement, being dated as of September 1, 1971, and
being previously amended by twenty-nine (29) amendments the most
recent of which was dated as of May 1, 1993, and as proposed to be
amended by a pending amendment dated as of July 1, 1995.
Massachusetts Electric Company
(Participant)
By: /s/ Richard P. Sergel
Name: Richard P. Sergel
Title: Chairman
Address: 25 Research Drive
Westborough, MA 01582
COUNTERPART SIGNATURE PAGE
TO THIRTY-SECOND AGREEMENT AMENDING
NEW ENGLAND POWER POOL AGREEMENT
DATED AS OF SEPTEMBER 1, 1995
The NEPOOL Agreement, being dated as of September 1, 1971,
and being previously amended by twenty-nine (29) amendments the
most recent of which was dated as of May 1, 1993, and as proposed
to be amended by a pending amendment dated as of July 1, 1995.
The Narragansett Electric Company
(Participant)
By: /s/ Richard P. Sergel
Name: Richard P. Sergel
Title: Chairman
Address: 25 Research Drive
Westborough, MA 01582
COUNTERPART SIGNATURE PAGE
TO THIRTY-SECOND AGREEMENT AMENDING
NEW ENGLAND POWER POOL AGREEMENT
DATED AS OF SEPTEMBER 1, 1995
The NEPOOL Agreement, being dated as of September 1, 1971,
and being previously amended by twenty-nine (29) amendments the
most recent of which was dated as of May 1, 1993, and as proposed
to be amended by a pending amendment dated as of July 1, 1995
Granite State Electric Company
(Participant)
By: /s/ Richard P. Sergel
Name: Richard P. Sergel
Title: Chairman
Address: 25 Research Drive
Westborough, MA 01582
COUNTERPART SIGNATURE PAGE
TO THIRTY-SECOND AGREEMENT AMENDING
NEW ENGLAND POWER POOL AGREEMENT
DATED AS OF September 1, 1995
The NEPOOL Agreement, being dated as of September 1, 1971,
and being previously amended by twenty-nine (29) amendments the
most recent of which was dated as of May 1, 1993 and as proposed
to be amended by a pending amendment dated as of July 1, 1995.
New Hampshire Electric Cooperative, Inc.
(Participant)
By: /s/Steven Kaminski
Title: Director, Energy Services
Address: Tenney Mountain Highway
Plymouth, NH 03264-9420
COUNTERPART SIGNATURE PAGE
TO THIRTY-SECOND AGREEMENT AMENDING
NEW ENGLAND POWER POOL AGREEMENT
DATED AS OF September 1, 1995
The NEPOOL Agreement, being dated as of September 1, 1971,
and being previously amended by twenty-nine (29) amendments the
most recent of which was dated as of May 1, 1993 and as proposed
to be amended by a pending amendment dated as of July 1, 1995.
Paxton Municipal Light Department
(Participant)
By: /s/ Harold L. Smith
Name: Harold L. Smith
Title: Manager
Address: 578 Pleasant Street
Paxton, MA 01612-1365
COUNTERPART SIGNATURE PAGE
TO THIRTY-SECOND AGREEMENT AMENDING
NEW ENGLAND POWER POOL AGREEMENT
DATED AS OF September 1, 1995
The NEPOOL Agreement, being dated as of September 1, 1971,
and being previously amended by twenty-nine (29) amendments the
most recent of which was dated as of May 1, 1993 and as proposed
to be amended by a pending amendment dated as of July 1, 1995.
The United Illuminating Company
(Participant)
By: /s/ James F. Crowe
Title: Vice President
Address: 157 Church Street, 16th Fl.
New Haven, CT 06506-0901
COUNTERPART SIGNATURE PAGE
TO THIRTY-SECOND AGREEMENT AMENDING
ENGLAND POWER POOL AGREEMENT
DATED AS OF September 1, 1995
The NEPOOL Agreement, being dated as of September 1, 1971,
and being previously amended by twenty-nine (29) amendments the
most recent of which was dated as of May 1, 1993 and as proposed
to be amended by a pending amendment dated as of July 1, 1995.
UNITIL Power Corp.
(Participant)
By: /s/ David K. Foote
Name: David K. Foote
Title: Senior Vice President
Address: 216 Epping Road
Exeter, NH 03833-4575
COUNTERPART SIGNATURE PAGE
TO THIRTY-SECOND AGREEMENT AMENDING
NEW ENGLAND POWER POOL AGREEMENT
DATED AS OF September 1, 1995
The NEPOOL Agreement, being dated as of September 1, 1971,
and being previously amended by twenty-nine (29) amendments the
most recent of which was dated as of May 1, 1993 and as proposed
to be amended by a pending amendment dated as of July 1, 1995.
Vermont Electric Power Company Inc.
(Participant)
By: /s/ Richard M. Chapman
Title: President/CEO
Address: P.O. Box 548
Rutland, VT 05702-0548
APPENDIX 1
The following independent power producers and power
marketers who are participating in the work of the NEPOOL Review
Committee have provided the Participants assurances that they
support or do not oppose acceptance of the foregoing Agreement by
the Federal Energy Regulatory Commission:
Enron Power Marketing, Inc.
Coastal Electric Services Corp.
North American Energy Conservation, Inc.
KCS Power Marketing, Inc.
Electric Clearing House, Inc.
American National Power, Inc.
Associated Power Service, Inc.
Citizens Lehman Power Sales