8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C.   20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)   March 1, 2010

CENTRAL VERMONT PUBLIC SERVICE CORPORATION

(Exact name of registrant as specified in its charter)

Vermont (State or other jurisdiction of incorporation) 1-8222 (Commission File Number) 03-0111290 (IRS Employer Identification No.)

77 Grove Street, Rutland, Vermont               05701

(Address of principal executive offices)          (Zip Code)

Registrant's telephone number, including area code (800) 649-2877

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At a meeting of the Central Vermont Public Service Corporation (the "Company") Board of Directors held on March 1, 2010, the Company's Board of Directors approved the Company's 2010 Management Incentive Plan (“MIP”)structure, specific performance measures and targets for executive officers.  The structure and targets include measures in the following “Balanced Scorecard” categories: Customer, Financial, Process and People.  The goal of the measures is to focus management on striving for high customer service at the lowest cost by motivating and developing employees and ensuring their safety, improving business processes, and providing a competitive return for its shareholders.  The MIP weightings remain the same as in 2009 at 80% for the Company measures and 20% based on individual performance which is at the discretion of the Board.  The level of targeted payouts as a percentage of base salary also remained the same as 2009 (Chief Executive Officer 50% of salary, Senior Vice President 30% and Vice President 25%).  Depending on performance the payout potential is 0 – 2 times target.  As in 2009, if the average results for the financial measures and the company’s service quality and reliability plan standards do not meet a hurdle of 50% of target, then the overall payout can not be above target.

A copy of the 2010 Management Incentive Plan is attached here to as Exhibit A 10.16.

               The Board of Directors also approved, at the same meeting, the structure, specific performance measures, and targets for the 2010-2012 Long-Term Incentive Plan ("LTIP") for executive officers which delivers 100 percent of its value in performance shares.  Fifty percent of the performance shares are based on the Company's total shareholder return compared to all other publicly traded electric and combination utilities, and the other 50 percent of performance shares are based on the Company's three-year performance compared to predetermined key operational measures.  The key operational measures include exceeding  standards negotiated with State regulators in customer transactional satisfaction and reliability; Return on Equity; cost recovery; a safety measure (the Company’s experience modification factor); and achieving successful implementation of the Company’s SmartGrid project (SmartPower).  The payout targets remain the same as the last cycle and are as follows: Chief Executive Officer $250k, Senior Vice President $90k and Vice President $60k.  Depending on performance the payout potential is 0 – 1.5 times target with dividends invested over the three-year performance cycle.

A copy of the 2010 Performance Share Incentive Plan is attached here to as Exhibit A 10.17.

Item 9.01.	Financial Statements and Exhibits.
(d) Exhibits.

Exhibit Number	Description of Exhibit
A 10.16	2010 Management Incentive Plan Effective as of January 1, 2010.
A 10.17	2010 Performance Share Incentive Plan Effective as of January 1, 2010.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CENTRAL VERMONT PUBLIC SERVICE CORPORATION
By	/s/ Joan F. Gamble                      Joan F. Gamble Vice President, Strategic Change and Business Services

March 5, 2010

EX-10.16

EXHIBIT A 10.16

CENTRAL VERMONT PUBLIC SERVICE CORPORATION

MANAGEMENT INCENTIVE PLAN

2010

CENTRAL VERMONT PUBLIC SERVICE CORPORATION

MANAGEMENT INCENTIVE PLAN

Effective as of January 1, 2010

TABLE OF CONTENTS

ARTICLE I	INTRODUCTION AND PURPOSE		Page
	1.1	Purpose of the Plan	1
ARTICLE II	DEFINITIONS
	2.1 2.2 2.3 2.4 2.5 2.6	"Annual Incentive Award" "Award Payment Date" "Base Salary" "Board" or "Board of Directors" "Change in Control" "Code"	2 2 2 2 2
	2.7 2.8 2.9 2.10 2.11	"Committee" "Company" "Effective Date" "Eligible Employees" "For Cause"	2 2 3 3 3
	2.12 2.13 2.14 2.15 2.16	"Participant" "Performance Goals" "Performance Period" "Permanent and Total Disability" "Plan"	3 3 3 4 4
	2.17	"Target Potential"	4
ARTICLE III	PARTICIPATION
	3.1	Participation	5
ARTICLE IV	PERFORMANCE GOALS AND AWARD OPPORTUNITIES
	4.1 4.2 4.3 4.4 4.5	Performance Goals Performance Levels Participant Goals Target Potential Amount of Award	6 6 6 7 7
ARTICLE V	DETERMINATION AND PAYMENT OF ANNUAL INCENTIVE AWARDS
	5.1 5.2 5.3 5.4 5.5 5.6	Timing and Determination of Annual Incentive Awards Short Performance Year Death or Permanent and Total Disability Termination or Retirement Change in Control Limitation on Right to Payment of Award	9 9 10 10 10 10

ARTICLE VI	ADMINISTRATION
	6.1 6.2 6.3	Committee Authority of the Committee Costs	11 11 11
ARTICLE VII	MISCELLANEOUS
	7.1 7.2 7.3 7.4 7.5 7.6 7.7 7.8 7.9 7.10 7.11 7.12 7.13 7.14	Amendment Termination Employment Rights Nonalienation of Benefits No Funding Tax Withholding Controlling Laws Gender and Number Action by the Company Mistake of Fact Severability Effect of Headings No Liability Successors	12 12 12 13 13 13 13 13 13 13 14 14 14 14

ARTICLE I INTRODUCTION AND PURPOSE

1.1

Purpose of the Plan. The Central Vermont Public Service Corporation Management Incentive Plan (the "Plan") is an incentive compensation program for eligible officers of Central Vermont Public Service Corporation (the "Company”).  The purpose of the Plan is to focus the efforts of the Executive Team on achieving challenging and demanding annual performance objectives.  The Plan is designed and intended to further the attainment of the customer service, financial, process improvement and employee related objectives of the Company, to assist the Company in attracting and retaining highly qualified executives, and to enhance the mutual interest of customers, shareholders and eligible officers of the Company.  In addition, this Plan supports the Company's performance oriented culture.

ARTICLE II DEFINITIONS
2.1	"Annual Incentive Award" shall mean a cash incentive payable to a Participant under the terms of this Plan.
2.2	"Award Payment Date" shall mean, for each Performance Period, the date that the amount of the Annual Incentive Award for that Performance Period shall be paid to the Participant under Article V of the Plan.
2.3	"Base Salary" shall mean a Participant's annualized salary for the Performance Period for which the amount of an Annual Incentive Award is being determined
2.4	"Board" or "Board of Directors" shall mean the Board of Directors of the Company.
2.5	"Change in Control" shall have, in the case of each Participant under the Plan, the meaning provided for in the Change in Control Agreement, if any, between each Participant and the Company.  In the absence of a Change in Control Agreement with a Participant, Change in Control shall have, with respect to such Participant, the meaning provided for in the standard Change in Control Agreement approved by the Board as the same may be amended from time to time.
2.6	"Code" shall mean the Internal Revenue Code of 1986, as amended, and references to particular provisions of the Code shall include any amendments thereto or successor provisions and any rules and regulations promulgated thereunder.
2.7	"Committee" shall mean the Compensation Committee of the Board of Directors of the Company or any other duly established committee or subcommittee appointed by the Board for purposes of this Plan.
2.8	"Company" shall mean Central Vermont Public Service Corporation, a Vermont corporation.

2

2.9	"Effective Date" shall mean January 1, 2010.  The Plan shall be effective for the Performance Period beginning on January 1, 2010.
2.10	"Eligible Employee" shall mean the Chief Executive Officer (CEO) of Central Vermont Public Service Corporation and other executive officers of the Company.
2.11	"For Cause" shall mean, but is not limited to, (i) the willful failure by executive officer substantially to perform executive officer’s duties with Company or a Subsidiary, (other than any failure resulting from executive officer’s incapacity due to executive officer’s Permanent and Total Disability, or any actual failure after the issuance of a notice of termination for good reason by executive officer that continues for at least 30 calendar days after the Board delivers to executive officer a written demand for performance that identifies specifically and in detail the manner in which the Board believes that executive officer willfully has failed substantially to perform executive officer’s duties, (ii) a conviction, guilty plea or plea of nolo contendere of executive officer for any felony, (iii) the willful engaging by executive officer in misconduct that is demonstrably and materially injurious to Company or any Subsidiary, monetarily or otherwise, (iv) a material violation by executive officer of the corporate governance guidelines and code of ethics of Company or any Subsidiary; or (v) a material violation by executive officer of the requirements of the Sarbanes-Oxley Act of 2002 or other federal or state securities law, rule or regulation.
2.12	"Participant" for a Performance Period shall mean each Eligible Employee who is an Eligible Employee for that Performance Period.
2.13	"Performance Goals" shall mean the measures of the Company's performance as defined in Section 4.1 of this Plan that must be met for any Participant to receive any Annual Incentive Award under this Plan, as provided in Section 4.1.
2.14	"Performance Period" shall mean the taxable year of the Company or any other period designated by the Committee with respect to which an Annual Incentive Award may be granted.
2.15	"Permanent and Total Disability" shall mean any disability that would qualify as permanent and total disability under any long term disability policy sponsored by the Company.

3

2.16	"Plan" shall mean this Central Vermont Public Service Corporation Management Incentive Plan, as it may be amended from time to time.
2.17	"Target Potential" shall mean the targeted percentage of Base Salary for each Participant.

4

ARTICLE III PARTICIPATION

3.1

Participation. An Eligible Employee will become a Participant in this Plan as of the later of the Effective Date, the Eligible Employee's date of hire or the date the individual becomes an Eligible Employee. An Eligible Employee who is a Participant for the entire length of a Performance Period shall be eligible for consideration for an Annual Incentive Award with respect to that Performance Period. The Committee may provide a prorated Annual Incentive Award for an Eligible Employee who becomes a Participant during the Performance Period.

5

ARTICLE IV PERFORMANCE GOALS AND AWARD OPPORTUNITIES
4.1	Performance Goals. The measures of Performance Goals are established as follows: (a)Company Balanced Business Performance.  Measures the overall company performance, through a balanced set of measures established annually, including customer satisfaction, financial performance, process improvement and employee measures. (b)Individual Performance. Based on advice and recommendation from the Chief Executive Officer (CEO) for those reporting to him, the Committee and Board evaluate each Participant’s individual performance compared to performance objectives set early in the year.  The Chairman of the Board and Committee evaluate the CEO’s performance versus his performance objectives.  This individual performance measure is at the full discretion of the Board. Company and Individual Performance Goals will be established in writing for each Performance Period by no later than the first quarter of the Performance Period.  The Company Balanced Business Performance is weighted 80%, and Individual Performance has a 20% weight.
4.2	Performance Levels.  Company measures described in Section 4.1 will be established for three performance levels: threshold, target and maximum.  To the extent possible, these levels are set based on the following probabilities:  90% probability of achieving the threshold level; 50% probability of achieving target level; and 10% probability of achieving the maximum level.
4.3	Participant Goals. Participants will have a combination of Company Balanced Business Performance and Individual Performance measured goals used in determining any Annual Incentive Award as described in 4.1 above.

6

4.4

Target Potential.  For each Performance Period, the Committee and Board set the target potential measured as a percentage of Base Salary for each eligible employee.  The target level of incentive award for the Plan is as follows: ·50% of Base Salary for the Company’s CEO; ·30% of Base Salary for the Company’s Senior Vice Presidents; ·25% of Base Salary for the Company’s Vice Presidents, and ·20% of Base Salary for the Company’s Assistant Vice Presidents. The maximum payout is capped at two times Target Potential.

4.5

Amount of Award.  Following the completion of the Performance Period, the Committee shall undertake or direct a calculation of actual performance for each of the Company and individual measures for such Performance Period, based on criteria used in the measures.  The actual award opportunity for each Participant will be determined as follows: (a)For each measure in the scorecard for the Company Balanced Business Performance threshold, target and maximum performance levels are defined.  Actual performance is determined and linear interpolation is used between three points where achieving the threshold level of performance results in no payout; the target level of performance results in 100% of the target payout and achieving the maximum level of performance results in a 200% of the target payout. (b)A weighted average of the target incentive multiplier for each component of the Company Balanced Business Performance measure will be determined.  A weighted average rating for each component of the Individual Performance measure will also be determined. The overall individual performance is then tied to Company performance where 3.0 is the threshold, 4.2 equals the Company Balanced Business Performance and 5.0 is the maximum. A weighted average of the target incentive multiplier for the Company and individual performance measures will be determined, based on the weightings described in Section 4.1 for Eligible Employees.

7

(c)The final target incentive multiplier will be multiplied by the Participant's Target potential to determine the Annual Incentive Award percentage.  Unless the average of the financial measures of the Company Balanced Business Performance and the results of the Company’s customer service quality and reliability as measured by our SERVE matrix both meet at least 50% between the threshold and target, the final incentive multiplier cannot exceed 100% of the target incentive multiplier overall.

(d)The Annual Incentive Award percentage will then be multiplied by the Participant's Base Salary as of at the end of the prior year to determine the Participant's Annual Incentive Award, prior to any further reductions as described in this Plan, including Sections 5.2, 5.3, 5.4, 5.5, 5.6 and 6.2.

8

ARTICLE V DETERMINATION AND PAYMENT OF ANNUAL INCENTIVE AWARDS
5.1	Timing and Determination of Annual Incentive Awards.  Following the completion of a Performance Period, the Committee shall undertake or direct an evaluation of performance results as compared to the appropriate performance criteria established for the Performance Period as determined in Article IV.  The Committee will report to the Board with respect to achievement of previously approved Company and individual performance targets for that Performance Period, and will submit to the Board its recommendations as to the appropriate award payment levels for each eligible participant. Recommendations of the Committee, with such modifications as may be made by the Board, will be binding on all Participants. No Annual Incentive Award may be paid without the prior approval of the Committee. Any Annual Incentive Awards will be paid on the Award Payment Date, which shall be no later than March 15th following the Performance Period.
5.2	Short Performance Year.  In the event that a determination of an Annual Incentive Award must be made for a Performance Period of less than 12 months, and the year of termination of employment, the determination shall be made in accordance with the provisions of this Plan, except that: (a)In the year of hire, if hired after the first date a Performance Period begins, or the year of death or permanent and total disability, the amount otherwise determined under the Plan shall be prorated to reflect the period of time during which the Participant was a Participant in the Plan compared to the total period of time of the Performance Period. In the event of termination or retirement of a Participant during the Performance Period, such Participant will not be eligible for a prorated Annual Incentive Award with respect to that Performance Period, unless the Committee deems appropriate. (b)In the year of a Change in Control, the Company will be assumed to have achieved a target performance level prorated by time.

9

5.3		Death or Permanent and Total Disability. In the event of the death or Permanent and Total Disability of a Participant during a Performance Period, such Participant will be eligible for a prorated Annual Incentive Award at target with respect to that Performance Period. Said award shall be paid as close to the date of Death or Permanent and Total Disability as reasonably possible.
5.4	Termination or Retirement. In the event of the termination or retirement of a Participant before the end of the Performance Period, such Participant will not be eligible for a prorated Annual Incentive Award with respect to that Performance Period, unless the Committee deems appropriate. If the Committee deems it appropriate to pay an award in this case, the award will be paid at target as close to the date of termination or retirement as reasonably possible.

5.5

Change-in-Control (CIC).  In the event of a CIC, a Participant shall receive the benefit, if any, as provided for in the CIC Agreement between the Participant and the Company.In the absence of a CICAgreement, a Participant whose employment is terminated following a CIC shall be entitled to receive an Annual Incentive Award at the target performance level prorated, if necessary, to reflect termination of employment prior to the conclusion of the Performance Period all as more specifically provided for in the standard Change in Control Agreement approved by the Board as the same may be amended from time to time.

5.6

Limitation on Right to Payment of Award. Notwithstanding any other Plan provision to the contrary, no Participant shall have a right to receive payment of an Annual Incentive Award under the Plan if, subsequent to the commencement of the Performance Period and prior to the date any award would otherwise be payable, is terminated For Cause.

10

ARTICLE VI ADMINISTRATION
6.1	Committee.  The Plan shall be operated and administered by the Committee.
6.2	Authority of the Committee.  The Committee shall have full power except as limited by it’s Charter, the bylaws of the Company or any restrictions or directions imposed by the Board and subject to the provisions herein, to determine the Performance Goals during each Performance Period, to determine the terms, conditions and amounts of Annual Incentive Awards in a manner consistent with the Plan, and to establish, amend or waive rules and regulations as it deems appropriate for the Plan's administration in a manner consistent with the terms of this Plan. Further, the Committee shall make all other determinations that may be necessary or advisable for the administration of the Plan. The Committee's determinations and interpretations with respect to this Plan shall be binding on all parties. While the Committee may appoint individuals to act on its behalf in the administration of this Plan, the Committee will have the sole, final and conclusive authority to administer, construe and interpret this Plan. The Committee may, for reasons it deems appropriate, in its discretion, determine to disapprove, reduce or eliminate any Participant's Annual Incentive Award as it deems warranted by extraordinary circumstances.
6.3	Costs.  The Company shall pay all costs of administration of the Plan.

11

ARTICLE VII MISCELLANEOUS
7.1	Amendment. The Committee or the Board may at any time alter or amend any provision of the Plan, provided that no such amendment that would require the consent of the stockholders of the Company pursuant to the Code, or any other applicable law, rule or regulation, shall be effective without such consent. No such amendment shall adversely affect in any material way a Participant's rights to, or interest in, an Annual Incentive Award earned through the end of the Performance Period in which such amendment is adopted or becomes effective unless the Participant shall have agreed thereto in writing, unless such amendment is required by applicable law.
7.2	Termination. The Board may suspend or terminate this Plan at any time, and in the case of such termination, the following provisions of this Section shall apply notwithstanding any other provisions of the Plan to the contrary. No such suspension or termination shall adversely affect in any material way a Participant's rights to, or interest in, an Annual Incentive Award earned through the end of the Performance Period in which such suspension or termination is adopted or becomes effective unless the Participant shall have agreed thereto in writing.
7.3	Employment Rights. The Plan does not constitute a contract of employment and participation in this Plan will not give an Eligible Employee the right to be rehired or retained in the employ of the Company, nor will participation in this Plan give any Eligible Employee any right or claim to any benefit under this Plan, unless such right or claim has specifically accrued under the terms of this Plan. This Plan is not a contract between the Company and its Eligible Employees or Participants. No Participant or other person shall have any claim or right to be granted an Annual Incentive Award under this Plan until such Annual Incentive Award is actually granted. Neither the establishment of this Plan, nor any action taken hereunder, shall be construed as giving any Participant any right to be retained in the employ of the Company. Nothing contained in this Plan shall limit the ability of the Company to make payments or awards to Participants under any other plan, agreement or arrangement. To the extent any provision of this Plan conflicts with any provision of a written agreement between an Employee and the Company, the provisions of the employment agreement shall control.

12

7.4	Nonalienation of Benefits. A Participant's right and interest under the Plan may not be assigned or transferred and any attempted assignment or transfer shall be null and void and shall extinguish, in the Company's sole discretion, the Company's obligation under the plan to pay Annual Incentive Awards with respect to the Participant.
7.5	No Funding. The Plan shall be unfunded. The Company shall not be required to establish any special segregation of assets to assure payment of Annual Incentive Awards.
7.6	Tax Withholding. The Company shall have the right to deduct from Annual Incentive Awards paid any taxes or other amounts required by law to be withheld.
7.7	Controlling Laws. All questions pertaining to the construction, regulation, validity and effect of the provisions of the plan shall be determined in accordance with the laws of the State of Vermont, except to the extent superseded by laws of the United States.
7.8	Gender and Number. Where the context admits, words in the masculine gender shall include the feminine gender, the plural shall include the singular and the singular shall include the plural.
7.9	Action by the Company. Any action required of or permitted by the Company under this Plan shall be by written resolution of the Board or by a person or persons authorized by written resolution of the Board.
7.10	Mistake of Fact. Any mistake of fact or misstatement of fact shall be corrected when it becomes known and proper adjustment made by reason thereof.

13

7.11	Severability. In the event any provision of this Plan shall be held to be illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining parts of this Plan, and this Plan shall be construed and endorsed as if such illegal or invalid provision had never been contained in this Plan.
7.12	Effect of Headings. The descriptive headings of the Articles and Sections of this Plan are inserted for convenience of reference and identification only and do not constitute a part of this Plan for purposes of interpretation.
7.13	No Liability. No member of the Board or the Committee or any officer or employee of the Company or an affiliate shall be personally liable for any action, omission or determination made in good faith in connection with this Plan. The Company shall indemnify and hold harmless the members of the Committee, the Board and the officers and employees of the Company and any affiliates, and each of them, from and against any and all loss which results from liability to which any of them may be subjected by reason of any act or conduct (except willful misconduct or gross negligence) in their official capacities in connection with the administration of this Plan, including all expenses reasonably incurred in their defense, in case the Company fails to provide such defense. By participating in this Plan, each Eligible Employee agrees to release and hold harmless each of the Company and any affiliates (and their respective directors, officers and employees), the Board and the Committee, from and against any tax or other liability, including without limitation, interest and penalties, incurred by the Eligible Employee in connection with his participation in the plan.
7.14	Successors. All obligations of the Company under the plan with respect to Annual Incentive Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is a result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially all of the business and/or assets of the Company.

14

IN WITNESS WHEREOF, the Employer has caused this instrument to be executed by its duly authorized officer as of the 3rd day of March, 2010.

CENTRAL VERMONT PUBLIC

SERVICE CORPORATION

By:    /s/ Joan Gamble             

Title: Vice President

Attest:

By:    /s/ Mary C. Marzec                  

         Assistant Corporate Secretary

(Corporate Seal)

15

EX-10.17

EXHIBIT A 10.17

CENTRAL VERMONT PUBLIC SERVICE CORPORATION

PERFORMANCE SHARE INCENTIVE PLAN

2010

CENTRAL VERMONT PUBLIC SERVICE CORPORATION

PERFORMANCE SHARE INCENTIVE PLAN

TABLE OF CONTENTS

		Section
ARTICLE I	- PURPOSE
ARTICLE II	- DEFINITIONS
	"Account" "Award" "Board" "Change in Control" "Code"	2.1 2.2 2.3 2.4 2.5
	"Committee" "Common Stock" or "Stock" "Comparison Group" "Component" "Dividend Equivalent" "Effective Date"	2.6 2.7 2.8 2.9 2.10 2.11
	"Employer" "Exchange Act" "Fair Market Value" "Operational Measures" "Participant" "Performance Cycle" "PeRS" "Plan" "Pro Rata Portion" "Stock Unit " "Target PeRS " "Termination of Employment" "Total Shareholder Return"	2.12 2.13 2.14 2.15 2.16 2.17 2.18 2.19 2.20 2.21 2.22 2.23 2.24

(i)

ARTICLE III	- DETERMINATION OF PERFORMANCE SHARES Designation of PeRS and Related Terms Adjustment of and Changes in Stock	3.1 3.2
ARTICLE IV	- PAYMENT OF GRANTS Performance Awards Accounts Payment of Account	4.1 4.2 4.3
ARTICLE V	- TERMINATION OF EMPLOYMENT Termination Prior to Completion of Performance Cycle Change in Control	5.1 5.2
ARTICLE VI	- ADMINISTRATION Committee Amendment and Termination	6.1 6.2
ARTICLE VII	- GENERAL PROVISIONS Payments to Minors and Incompetents No Contract Use of Masculine and Feminine; Singular and Plural Non-Alienation of Benefits Income Tax Withholding Continuation of Plan Governing Law Captions Severability	7.1 7.2 7.3 7.4 7.5 7.6 7.7 7.8 7.9

(ii)  

ARTICLE I

PURPOSE

Effective January 1, 2010, Central Vermont Public Service Corporation (the "Employer") has established The Central Vermont Public Service Corporation Performance Share Plan (the "Plan") in order to strengthen the ability of the Employer to attract and retain talented executives and to promote the long-term growth and profitability of the Employer by linking a significant element of executives’ compensation opportunity to the performance of the Employer in meeting key operational and shareholder return goals over an extended period of time.

- 1 - -

ARTICLE II

DEFINITIONS

2.1 "Account" means the bookkeeping account established for the Participant under Section 4.2.

2.2 "Award" means any payment or settlement in respect of a grant of Common Stock or cash or any combination thereof in accordance with Section 4.1.

2.3 "Board" means the Board of Directors of Central Vermont Public Service Corporation.

2.4 "Change in Control" shall have the same meaning as the term defined in the standard form Change in Control Agreement approved by the Employer’s Board of Directors and awarded from time to time.

2.5 "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.

2.6 "Committee" means the Compensation Committee appointed by the Board to administer this Plan. The Committee shall be comprised of at least 3 members who qualify as “non-employee directors” within the meaning of Rule 16B-3 promulgated under the Exchange Act.

2.7 "Common Stock" or "Stock" means the common stock of the Employer.

2.8 "Comparison Group" means the peer group of companies designated by the Committee as the Comparison Group relative to a given Performance Cycle, as described in Section 3.1(c)

- 2 - -

2.9 “Component” means the part of the plan related to specific measures.  Starting in 2005, there are two plan components – one related to relative Total Shareholder Return performance and the second related to meeting key Operational Measure performance.

 2.10 "Dividend Equivalent" means credits in respect of each PeRS (as defined in section 2.18) or other Stock Unit representing an amount equal to the dividends or distributions declared and paid on a share of Common Stock.

 2.11 "Effective Date" means January 1, 2010, the effective date of this Plan.

 2.12 "Employer" means Central Vermont Public Service Corporation, its subsidiaries and affiliates, and its successor or successors.

 2.13 "Exchange Act" means the Securities Exchange Act of 1934, as amended and in effect from time to time, including all rules and regulations promulgated thereunder.

 2.14 "Fair Market Value" means the average of the high and low quoted selling price for a share of Common Stock of the Company on the applicable date as quoted on the New York Stock Exchange (“NYSE”) in the Eastern Edition of the Wall Street Journal or in a similarly readily available public source on such date.  If such date shall not be a business day, then the preceding day which shall be a business day, or if no sale takes place, then the average of the bid and asked prices on such date.

2.15 “Operational Measures” means the specific measures of operational performance chosen for a three-year performance cycle. (See Exhibit B.)

2.16 "Participant" means an executive officer of the Employer who is selected by the Board to participate in this Plan.

2.17 "Performance Cycle" means the period over which PeRS designated in respect of the Performance Cycle potentially may be earned. Performance Cycles will be three year periods extending from January 1 of the initial year through December 31 of the third year in the Performance Cycle. Performance Cycles generally will begin each year, and therefore will overlap with one another.

- 3 - -

2.18 "PeRS" means Stock Units which are potentially earnable by a Participant hereunder upon achievement of specific levels of performance for the two plan components as shown in Exhibit A and B.  The term is an acronym for “performance-based restricted Stock Units”.

2.19 "Plan" means the Central Vermont Public Service Corporation Performance Share Incentive Plan, as set forth herein, as may be amended from time to time. Shares for this plan were approved by shareholders on May 6, 2008 as the Omnibus Stock Plan (Amended and Restated 2002 Long-Term Incentive Plan) and any subsequent replacement plans.

2.20 "Pro Rata Portion" means a portion of shares which is determined by multiplying a predetermined number of PeRS by the ratio of months in a thirty-six month performance cycle within which the executive was an employee of the Company and a Participant with respect to that cycle.  

2.21 "Stock Unit" is a bookkeeping unit which represents a right to receive one share of Common Stock upon settlement, together with a right to accrual of additional Stock Units as a result of Dividend Equivalents, subject to the terms and conditions of this Plan. Stock Units are arbitrary accounting measures created and used solely for purposes of this Plan, and do not represent ownership rights in the Employer, shares of Common Stock, or any asset of the Employer.

2.22 "Target PeRS" means a number of PeRS designated as a target number that may be earned by a Participant in respect to a given Performance Cycle plus the number of PeRS resulting directly or indirectly from Dividend Equivalents on the originally designated number of Target PeRS.

- 4 - -

2.23 "Termination of Employment" means the Participant’s termination of employment with the Employer.

2.24 "Total Shareholder Return" (TSR) means the amount, expressed as a percentage, of market price appreciation or depreciation of a share of common stock plus dividends on a share of Common Stock or on the common stock of a company in the Comparison Group (in both cases excluding extraordinary dividends), assuming dividend reinvestment at the dividend payment date, for the specified 3-year period.

- 5 - -

ARTICLE III

DETERMINATION OF PERFORMANCE SHARES

3.1       Designation of PeRS and Related Terms

(a) Designation of PeRS. Not later than 90 days after the beginning of a Performance Cycle, the Committee shall: (i) select employees to participate in the Performance Cycle; (ii) designate, for each such employee Participant, the Target PeRS number such Participant shall have the opportunity to earn in such Performance Cycle related to TSR performance component of the plan;  (iii) designate, for each such employee Participant, the Target PeRS number such Participant shall have the opportunity to earn in such Performance cycle  related to Operational Measure performance; (iv) specify the duration of the Performance Cycle; (v) specify a table (Exhibit A), grid or formula that sets forth the amount of PeRS that will be earned in the first component of the Plan corresponding to the percentile rank of the Company’s average TSR for the three years ending on the last day of the Performance Cycle as compared to the unweighted average TSR of the Comparison Group for the three years ending on the last day of the Performance Cycle; and (vi) specify a table (Exhibit B) grid or formula that sets forth the amount of PeRS that will be earned corresponding to the Company’s performance based on the key operational measure component of the plan. The Committee may, in its discretion, reduce or eliminate the amount of payment with respect to an Award of PeRS to a Participant, notwithstanding the achievement of a specified performance condition.

(b) New Participants.  The provisions of 3.1(a) notwithstanding, at any time during a Performance Cycle, the Committee may select a new employee or a newly promoted employee who was not currently participating in the Performance Cycle to participate in the Performance Cycle and designate, for any such employee Participant, the number of PeRS or additional PeRS such Participant shall have the opportunity to earn in such Performance Cycle; provided, however, that such designation must be effective at least six months before the stated end date of the Performance Cycle. In determining the number of Target PeRS to be designated under this paragraph (b), the Committee may take into account the portion of the Performance Cycle already elapsed, the performance achieved during such elapsed portion of the Performance Cycle, and such other considerations as the Committee may deem relevant. The Committee shall also determine whether any calculation of the Pro Rata Portion for such Participant shall be adjusted to include or exclude periods prior to the Participant’s employment in the numerator or denominator used in calculating such amount.

- 6 - -

(c) Comparison Group. The Comparison Group for each Performance Cycle shall be designated by the Committee, provided that, if the Committee does not designate a new Comparison Group for any Performance Cycle, the Comparison Group shall be that most recently designated by the Committee.

The Comparison Group for each Performance Cycle for the TSR Component of the Plan is developed including all publically traded utilities as defined by SIC Codes 4911 – Electric Services, and 4931 – Electric Services and Other Service Combinations.  In the event a merger, acquisition, or other extraordinary corporate event affects a company included in the Comparison Group, and if as a result in the Committee’s judgment such event causes TSR for such company not to be comparable with periods prior to the event or otherwise necessitates a change or adjustment to ensure continued comparability, the Committee shall make such adjustments in order to maintain the comparability of results of the Comparison Group.

(d) Determination of Number of Earned PeRS. Not later than 120 days after the end of each Performance Cycle, the Committee shall determine the extent to which the performance goals for the earning of PeRS were achieved during such Performance Cycle and the number of PeRS (or, the “Award”) earned by each Participant with respect to each component for the Performance Cycle (see Exhibit A and Exhibit B). The Committee shall make written determinations that the performance goals and any other material terms relating to the earning of PeRS were in fact satisfied.

- 7 - -

3.2 Adjustment of and Changes in Stock. In the event of any change in the outstanding shares of Common Stock by reason of any stock dividend or split, recapitalization, merger, consolidation, spinoff, combination or exchange of shares or other similar corporate transaction, or any distributions to common shareholders other than regular cash dividends, the Committee may make such substitution or adjustment, if any, as it deems to be equitable, as to the number or kind of shares of Common Stock, PeRS, and/or other securities issued, reserved or granted for any purpose under this Plan.

- 8 - -

ARTICLE IV

PAYMENT OF GRANTS

4.1 Performance Awards.  Subject to the applicable provisions of Article III, each Participant shall be entitled to receive an Award of Common Stock in an amount equal to the aggregate Fair Market Value of the PeRS earned in respect of a Performance Cycle. Participants shall be immediately vested in such Award as of the date it is granted.

4.2 Accounts.  The Committee shall maintain a bookkeeping Account for each Participant reflecting the number of PeRS credited to the Participant hereunder including dividend equivalents. The Account may include subaccounts or other designations as the Committee may deem appropriate.

4.3 Payment of Account. Payment of an Account may be made in shares of Common Stock, in cash equal to the Fair Market Value of the shares on the date as of which payment is made, or in any combination of Common Stock and cash, and at such time or times as the Committee, in its discretion, shall determine.  The intent is to grant the payment in shares of Common Stock subject to sections 3.2 and 7.5 of this Plan.  Payment shall be made on or before March 15th immediately following the conclusion of the Performance Cycle.

The Committee may permit (subject to such conditions as the Committee may from time to time establish in order to provide for matters such as the effective deferral of taxation) a Participant to elect to defer receipt of all or any portion of any payment of shares of Common Stock that would otherwise be due to such Participant in payment or settlement of any Award under the Plan.  An eligible participant may elect to defer the award through the Deferred Compensation Plan for Officers and Directors of Central Vermont Public Service Corporation.   Any deferred amount will be invested in phantom “company stock”.

- 9 - -

The shares of Common Stock which may be issued under the Plan may be authorized and unissued shares or issued shares which have been reacquired by the Employer.  No fractional share of the Common Stock shall be issued under the Plan.  Awards of fractional shares of the Common Stock, if any, shall be settled in cash.

- 10 - -

ARTICLE V

TERMINATION OF EMPLOYMENT

5.1 Termination Prior to Completion of Performance Cycle.

(a) Termination of Employment. Upon a Participant’s termination of employment with the Employer prior to completion of a Performance Cycle all unearned PeRS relating to such Performance Cycle shall cease to be earnable and shall be cancelled, and Participant shall have no further rights or opportunities hereunder unless the Committee deems appropriate.

(b) Disability, Death, or Retirement. If Termination of Employment is due to the death or the Permanent and Total Disability (as defined as any disability that would qualify as permanent and total disability under any long term disability policy sponsored by the Company) or Retirement (as defined under the provisions of The Pension Plan of Central Vermont Public Service Corporation and Its Subsidiaries, i.e., the “Pension Plan”) of the Participant, the Participant or his beneficiary (as designated for purposes of the Pension Plan) shall be deemed to have earned and shall be entitled to receive settlement of the Pro Rata Portion of the PeRS at target relating to the Performance Cycles in effect at the date of termination, at the time and to the extent such PeRS would otherwise have been earned and settled, in accordance with Article IV if the individual had not terminated until after the close of the Performance Cycles.

If the Participant has timely filed an irrevocable election to defer settlement of PeRS following a termination of employment, such earned PeRS shall be settled in accordance with such deferral election.

- 11 - -

5.2 Change in Control.  Upon a Change in Control, Section 5.1(a) shall cease to apply and each Participant shall be 100% vested in the PeRS at target performance relating to the Performance Cycles in effect as of the Change in Control.   Accordingly, if for example the Change in Control results in Executive’s Termination of Employment prior to the completion of a Performance Cycle, Executive will be deemed to have earned and shall be entitled to receive, in accordance with the applicable provisions of the Plan including Section 4.3 hereof concerning the timing for payment, the Pro Rata Portion of the PeRS at target performance relating to Performance Cycles in effect as of the Change in Control.

- 12 - -

ARTICLE VI

ADMINISTRATION

6.1 Committee. This Plan shall be administered by the Board through the Compensation Committee. The Committee shall have full discretion to interpret and administer the Plan and its decision in any matter involving the interpretation and application of this Plan shall be final and binding on all parties.  The Committee may delegate to one or more of its members or to any Officer or Officers of the Company such administrative duties under the Plan as the Committee may deem advisable.

6.2 Amendment and Termination. The Compensation Committee reserves the right to amend, modify, suspend or terminate this Plan in whole or in part at any time by action of the Board. However, no such amendment may alter the maximum number of shares without shareholder approval.

- 13 - -

ARTICLE VII

GENERAL PROVISIONS

7.1 Payments to Minors and Incompetents.  If any Participant, spouse or beneficiary entitled to receive any benefits hereunder is a minor or is deemed by the 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 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.

7.2 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 to terminate a Participant's employment.

7.3 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.

7.4 Non-Alienation of Benefits.  No amount payable to, or held under the Plan for the account of, any Participant, spouse or beneficiary 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.

7.5 Income Tax Withholding. As a condition to the delivery of any Shares, the Committee may require that the Participant, at the time of such payment of shares, pay to the Company an amount to satisfy any applicable tax withholding obligation or such greater amount of withholding as the Committee shall determine from time to time, or the Committee may take such other action as it may deem necessary to satisfy any such withholding obligations.  The Committee, in its sole discretion, may permit or require Participant to satisfy all or a part of the tax withholding obligations incident to the payment of shares by having the Company withhold a portion of the Shares that would otherwise be issuable to the Participant.  Such Shares shall be valued based on their Fair Market Value on the date the tax withholding is required to be made.  Any such Share withholding with respect to a Participant subject to Section 16(a) of the Exchange Act shall be subject to such limitations as the Committee may impose to comply with the requirements of Section 16 of the Exchange Act.

- 14 - -

7.6 Continuation of Plan. In the event of a Change in Control, this Plan shall remain in full force and effect as an obligation of the Employer or its successors in interest.

7.7 Governing Law.  The provisions of the Plan shall be interpreted, con­strued, and admin­istered in accordance with the referenced provisions of the Code and with the laws of the State of Vermont.

7.8 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.

7.9 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.

- 15 - -

IN WITNESS WHEREOF, the Employer has caused this instrument to be executed by its duly authorized officer as of the 3rd day of March, 2010.

CENTRAL VERMONT PUBLIC

SERVICE CORPORATION

   By:    /s/ Joan Gamble                            

Title:   /s/ VP Business Services             

Attest:

By:   /s/ Mary C. Marzec               

       Assistant Corporate Secretary

(Corporate Seal)

- 16 - -

Exhibit A

PeRS Earned for Total Shareholder Return Performance Component

for 2010-2012 Performance Cycle

Three Year Total Shareholder Return - Employer Percentile Rank vs. Comparison Group	Multiple of Target PeRS Earned
75th percentile or higher 50th percentile 30th percentile Below 30th percentile	1.5 1.0 0.3 0.0

The resulting three year Total Shareholder Return determined for this Plan shall be rounded up to nearest percentile specified above. The multiple of Target PeRS earned between each of the respective percentiles specified above shall be determined by linear interpolation.

- 17 - -

Exhibit B

2010-2012 Cycle Operational Measure

		Threshold 0%	Target 100%	Maximum 150%	Operational Measure Weight
Customer	Service Quality and Reliability: 3-year average results of SAIFI, CAIDI, and Customer Trasactional Satisfaction on SERVE matrix.	3	4	5	15%

Financial Regulatory paradigm: allowed ROE, power cost recovery, and non-power cost recovery. 3 4 5 45%

Process Smart Power project success based on Board discretion using 2010 - 2012 Smart Power matrix as a guideline. 3 4 5 30%

People Safety: Measured by the workers compensation experience modification factor (MOD factor) ['04=1.34; '05=1.28; '06=1.11; '07=0.88; '08=1.00; '09=0.91; '10=0.92; '11=0.93] 1.00 0.90 0.88 10%

Hurdle: If CV falls below investment grade status in 2010 - 2012 then the operational measures payout can not be above target. 100%

- 18 - -