EXHIBIT 10.D.79

                  2005 MANAGEMENT COMPENSATION PLAN DESCRIPTION

     CEO  and  officer  compensation  includes three components:  Base salary is
intended  to  be  set  at  approximately  the  50th  percentile  for base salary
compensation  at  comparable  companies.  Short-term  incentive  compensation is
intended to compensate officers for Company performance and is linked to defined
Company  performance  metrics,  such  that  if performance targets are achieved,
officers'  direct  compensation  (base  salary  plus short-term incentive) would
approximate  the  40 -50th percentile of total direct compensation at comparable
companies.  Performance  metrics  for  short-term incentive compensation include
customer  service  (60%),  based on seventeen specified customer service quality
performance  standards  in  the  Company's  service quality plan approved by the
Vermont  Public  Service Board, and creating value for shareholders (40%), based
on  the  Company's  annual  consolidated  return on equity.  Long-term incentive
compensation  is  designed  to  provide  long-term incentives for future Company
performance and is intended to bring total officer compensation to approximately
the  40th  percentile  of  total  compensation  paid to equivalent executives at
comparable  companies,  if  target  performance  criteria  are  met.