1991 TRANSMISSION AGREEMENT

EXHIBIT 10.95

1991 TRANSMISSION AGREEMENT
ARTICLE I

Basic Understanding

              This Agreement governs transmission service provided by Vermont TranscoLLC ("VTransco") to electric utilities furnishing service within the state of Vermont and to the Vermont Department of Public Service. The party taking service under this Agreement is referred to herein as Purchaser.

              The Agreement covers both power procured by the Purchaser on its own behalf and power purchased by Vermont Electric Power Company, Inc. ("VELCO") for the Purchaser pursuant to the Power Purchase Agreement, dated as of June 1, 1981, and designated as FERC Rate Schedule No. 234. The Agreement is between VTransco and the Purchaser individually, and not the Purchasers jointly.

              WHEREFORE, VTransco and the Purchaser agree, subject to any primary obligation VELCO may have under the Power Transmission Contract with the State of Vermont, dated June 13, 1957, as amended, that VTransco will provide and the Purchaser will purchase transmission service on the terms and conditions set forth below and in any Supplement hereto.

ARTICLE II
Effective Date and Term

              This agreement shall become effective between VTransco and the Purchaser as of 12:01 a.m., November 1, 1991, or as of such other date and time ordered by the Federal Energy Regulatory Commission.

ARTICLE III
Availability, Force Majeure and Liability

              VTransco does not guarantee to transmit a constant supply of power and energy under this Agreement. VTransco will transmit for the Purchaser only such power and energy as are made available to VTransco under VELCO's or the Purchaser's contracts with the sources of the same, and VTransco makes no commitment to make available to the Purchaser any power or energy that is not available to it from those sources. If a source curtails the power and energy made available to VTransco under its contract with VELCO, the power and energy made available to the Purchaser from that source shall be reduced proportionately.

              VTransco shall not be responsible in tort, contract or otherwise to the Purchaser for damages of any description whatsoever that may result from any interruption or failure of service or deficiency in the quality of service unless the interruption or failure or deficiency is the result of willful default by VTransco. Except in the case of such willful default, it is the intent of this Article III that the Purchaser shall assume the risks of interruption, failure or deficiency in quality or quantity of service caused by the hazards of the business to the same extent as if the Purchaser were itself operating transmission facilities for the purpose of supplying itself with electricity, and the Purchaser shall not be excused from making payment to VTransco of any charge referred to in Article IV by reason of the fact that VTransco is excused by the provisions of this Article III from transmitting electricity.

ARTICLE IV
Payment

              Commencing on the effective date of this Agreement the Purchaser shall pay to VTransco for each month a transmission capacity charge determined by the following formula:

T   =

TC   x

SFP    +

PDP   x

TCA

GP      

TD

Where T     =     Total Monthly Charge to Purchaser

Definitions

Purchaser

=

Purchaser of transmission services from VTransco under this Agreement. A Purchaser is an electric utility furnishing service within the state of Vermont or the Vermont Department of Public Service. For purposes of applying this tariff, the term "Purchaser's" or "of Purchaser" shall include such items as facilities, demand, sales, capability responsibility, load, peak, generating capacity and generating units of itself and of any other such utility for which the Purchaser is contracting to provide transmission over the VTransco system.

SF

=

Specific Facilities, which are those high-voltage transmission lines, substations and other appurtenances constituting a direct physical interconnection to the VTransco system and not constituting part of VTransco' looped transmission facilities, that are requested, used, and installed to benefit a requesting Purchaser of transmission service. A list of Specific Facilities and their allocation shall initially be as shown on Exhibit A, attached hereto, which Exhibit A shall be created and currently updated to reflect any changes in allocations as may be agreed to by the affected Purchasers of transmission service. (Any such change to Exhibit A shall be filed with the Federal Energy Regulatory Commission (Commission) pursuant to Section 35.13 of the Commission's Regulations.) Any new Specific Facility shall be allocated entirely to the requesting Purchaser of transmission service until the Purchaser provides VTransco with a written agreement under which additional Purchasers of transmission service agree to support a different allocation or until the Specific Facility shall have been in service for ten full years, at which time it shall become a part of Common Facilities.

CF

=

Common Facilities, which are those VTransco facilities that comprise the state-wide, high-voltage transmission grid, interconnecting and serving the load centers of the State, and which are used in common by all Purchasers of transmission service on a state-wide basis, and any facilities that would otherwise be defined as Specific Facilities, but that were in service on 7/1/90 or that became Common Facilities after 10 years of service.

GP

=

Total Gross Plant, which is equal to the original cost of all Common and Specific Facilities in service at the end of the second previous month.

SFP

=

Original cost of Specific Facilities assigned to the Purchaser at the end of the second previous month.

PDP

=

The Purchaser's Peak Billing Demand for transmission services of VTransco, expressed in kilowatts.

FSDP

=

Purchaser's Foreign Sales Billing Demand = The greater of:

(1)         zero, or

(2)         Purchaser's kilowatt sales of capacity to out-of-state purchasers that is delivered through the VTransco system in contracts of one month or greater duration during the second previous month; plus the sum of Purchaser's maximum daily kilowatt sales to out-of-state purchasers that are delivered through the VTransco system in contracts of less than one month duration during the second previous month, divided by 60; plus Purchaser's maximum one-hour peak load, in kilowatts, during the second previous month, less any portion of that peak delivered under other transmission tariffs; minus PP.

TD

=

Total Billing Demand in kilowatts of all VTransco firm service Customers, equal to the sum of all Purchaser's PDP.

CY

=

Current Year.

PDP(CY)

=

Current Year Peak Billing Demand in kilowatts of the Purchaser.

PP

=

Purchaser's Peak Load, which is the maximum one-hour peak, in kilowatts, of the Purchaser incurred in the twelve months period ending one month prior to the beginning of month for which billing is being rendered, less any portion of the Purchaser's peak that is delivered under other transmission tariffs and that does not utilize the VTransco system for either primary or backup service.

CPP

=

The Purchaser's measure share, expressed in kilowatts, of the VTransco maximum Coincident Peak load experienced in the twelve months period ending one month prior to the beginning of the month for which billing is being rendered, less any portion of the Purchaser's share that is delivered under other transmission tariffs and that does not utilize the VTransco system for either primary or backup service.

IGAP

=

Purchaser's Internal Generation Adjustment, expressed in kilowatts, to be calculated each month for the second previous month for the Purchaser, which shall equal 50% of the Purchaser's entitlement to NEPOOL accredited generation capacity installed on or directly connected to the system of any Purchaser on July 1, 1990, plus Purchaser's entitlement to NEPOOL accredited generation capacity installed after 7/1/90 which is connected, with associated load, to the system of any Purchaser, to the extent that such capacity, in addition to previously installed capacity, does not exceed the historical peak load of such associated local load. If the Purchaser sells for a full month to an out-of-state purchaser an entitlement to internal generation for which an Internal Generation Adjustment would otherwise be granted, the Adjustment shall be retained by the seller.

              The Purchaser's Peak Billing Demand will be determined by the following formula:

PDP(CY)

=

The larger of the following:

(1)

PP     +     CPP
4

+

FSDP, or

(2)

PP     +     CPP
2

-

IGAP     +

FSDP

TC

=

Total costs of VTransco for such month which shall mean the sums of the following for such month: ¹

(1)

All operating expenses, including the cost of purchased power, and including all expenses recorded in the following FERC accounts, if any:

401
402
403
404
405
406
407
411.7
421.2
425
426.1
426.2
426.3
426.4
426.5

Operating Expenses
Maintenance Expense
Depreciation Expense
Amortization of Limited Term Electric Plant
Amortization of Other Electric Plant
Amortization of Electric Plant Acquisition Adjustments
Amortization of Property Losses, Unrecovered Plant and Regulatory Study
Losses from Disposition of Utility Plant
Loss on Disposition of Property
Miscellaneous Amortization
Donations
Life Insurance
Penalties
Expenditures for Certain Civic, Political and Related Activities
Other Deductions

(2)

All fixed charges, including interest and amortization of debt discount and expense and premium on debt, plus

(3)

An amount equal to all taxes including taxes on or measured by income, including all expenses recorded in the following FERC accounts, if any:

408.1
408.2
409.1
409.2
410.1
410.2
411.1
411.2
411.4
411.5

plus

Taxes other than Income Taxes, Utility Operating Income
Taxes other than Income Taxes, Other Income and Deductions
Income Taxes, Utility Operating Income
Income Taxes, Other Income and Deductions
Provisions for Deferred Income Taxes, Utility Operating Income
Provision for Deferred Income Taxes, Other Income and Deductions
Provision for Deferred Income Taxes - Credit, Utility Operating Income
Provision for Deferred Income Taxes - Credit, Other Income and Deductions
Investment Tax Credit Adjustments, Utility Operating Income
Investment Tax Credit Adjustments, Non-utility Operations

(4)

An amount for such month which, after provision shall have been made for all of the other costs including all taxes on or measured by income shall equal, on an annual basis, 11.5% of the par value of VTransco' outstanding Class A membership units, and 13.3% of the par value of VTransco' outstanding Class B membership units, as shown by VTransco' books as of the beginning of such month,

(5)

Less deductions for income received by VTransco during such month other than for income received for transmission of power pursuant to this Tariff, including all income recorded in the following FERC accounts, if any:

400
411.6
414
419
419.1
421
421.1

Operating Revenues
Gains from Disposition of Utility Plant
Other Utility Operating Income
Interest and Dividend Income
Allowance for Other Funds Used During Construction
Miscellaneous Non-operating Income
Gain on Disposition of Property

TCA

=

Total Costs Adjusted, which is equal to TC less any revenue received under this tariff for Specific Facilities.

              VTransco will bill the Purchaser hereunder as soon as practicable after the end of each month for all amounts payable by the Purchaser with respect to the particular month. Such bills shall be due and payable when rendered, shall include such detail as the Purchaser may reasonably request, and may be rendered on an estimated basis subject to corrective adjustments after rendition. Upon request by the Purchaser, VTransco shall provide estimates of such corrective adjustments.

              Any amount due and remaining unpaid ten days following the date of issuance of bills shall bear interest at an annual rate, compounded monthly, equivalent to one hundred twenty percent of the current prime rate then in effect at The First National Bank of Boston, from the due date to the date payment is received by VTransco.

ARTICLE V
Transmission Service Provided

              VTransco shall transmit the electricity for the Purchaser from the points at which the power and energy enters VTransco' facilities to such points on its system as the power and energy leave VTransco' facilities to enter the facilities of the Purchaser or an assignee of the Purchaser or a utility performing further transmission service on behalf of the Purchaser or its assignee. VTransco shall not be responsible for arrangements for transmission service other than on its own transmission facilities.

ARTICLE VI
Losses and Metering

              VTransco shall deduct, from the power and energy to be transmitted, losses incurred in transmission, determined in accordance with sound engineering methods, and including a proportionate amount of all allowances for losses on the systems of others pursuant to arrangements by VTransco for their use in the delivery hereunder of aforesaid blocks of power and energy.

              If at any time any metering equipment is found to be inaccurate by more than two percent up or down, VTransco shall cause it to be made accurate and the meter readings for the period of inaccuracy shall be adjusted to correct such inaccuracy so far as the same can be reasonably ascertained, but no adjustment prior to the beginning of the next preceding month shall be made except by agreement of the parties or after determination by arbitration as provided in Article X hereof.

              In addition to the regular routine tests, VTransco shall cause such equipment to be tested at any time upon request of and in the presence of a representative of the Purchaser. If such equipment proves accurate within two percent up or down, the expense of the test shall be borne by the Purchaser.

              Any dispute arising under this Article VI that cannot be resolved by mutual agreement may be referred to arbitration as provided in Article X hereof.

ARTICLE VII
Filing Fees

              The Purchaser shall be required to reimburse VTransco its pro rata share of any fee charged to VTransco by any state or federal body having jurisdiction for any filing made by VTransco with such body in connection with service to the Purchaser.

ARTICLE VIII
Regulation

              This Agreement is made subject to present or future state or federal laws and to present or future regulations or orders properly issued by state or federal bodies having jurisdiction.

ARTICLE IX
Assignment

              The rights and obligations of the Purchaser hereunder may not be assigned without VTransco' consent, except as provided in any Supplement hereto, and except in connection with the merger, acquisition or sale of substantially all of the assets of the Purchaser, or, in the case of the Vermont Department of Public Service, a transfer of its functions to another agency or entity.

ARTICLE X
Arbitration

              In case any dispute shall arise as to the interpretation or performance of the Agreement which cannot be settled by mutual agreement, such dispute shall be submitted to arbitration. The parties to the arbitration shall if possible agree upon a single arbitrator. In case of failure to agree upon an arbitrator within fifteen days after the delivery by either party to the other of a written notice requesting arbitration, either party may request the American Arbitration Association to appoint the arbitrator. The arbitrator, after an opportunity for each of the parties to be heard, shall consider and decide the dispute and notify the parties in writing of the decision. Such decision shall be separately set forth in the arbitrator's findings of fact and law. The arbitrator shall not have the power to amend or add to this Agreement. Such decision shall be final and binding upon all parties except that any party to the proceeding may petition a court of competent jurisdiction for review of errors of law. The expense of the arbitration shall be borne by the parties as determined by the arbitrator.

ARTICLE XI
Interpretation

              The interpretation and performance of this Agreement shall be in accordance with and controlled by the laws of the State of Vermont.

ARTICLE XII
Prior Agreements and Rate Schedules Superseded

              This Agreement and its Supplements represent the entire agreement as between VTransco and Purchaser relating to the subject matter hereof. Upon this Agreement becoming effective as provided in Article II hereof, the Vermont Electric Power Company, Inc. Transmission Agreement, designated as FERC Rate Schedule No. 235, the Agreement Re: Charges For Transmission of Firm Power, As Amended, designated as FERC Rate Schedule No. 239, and the Vermont Electric Power Company, Inc. Rate Schedule For Transmission Service, designated as FERC Rate Schedule No. 240, shall terminate except as to the obligation to pay for, or other obligations arising from, service rendered prior to termination.

[THIS PAGE INTENTIONALLY LEFT BLANK]

              IN WITNESS WHEREOF, VTransco and the undersigned Purchaser have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of this _____ day of _____________, 2006.

VERMONT TRANSCO LLC

By:                                             
           Title:

PURCHASER:

By:   /s/ Denis Poirier    4/11/06     
           Title: Village Supervisor - Barton

              IN WITNESS WHEREOF, VTransco and the undersigned Purchaser have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of this _____ day of _____________, 2006.

VERMONT TRANSCO LLC

By:                                             
           Title:

PURCHASER:

By:   /s/ Robert H. Young               
           Title: President and CEO

              IN WITNESS WHEREOF, VTransco and the undersigned Purchaser have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of this _____ day of _____________, 2006.

VERMONT TRANSCO LLC

By:                                             
           Title:

PURCHASER:

By:   /s/ Raymond Larose  4/11/06  
           Title: Chair

              IN WITNESS WHEREOF, VTransco and the undersigned Purchaser have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of this _____ day of _____________, 2006.

VERMONT TRANSCO LLC

By:                                             
           Title:

PURCHASER:

By:   /s/ Donald J Rendall     
           Title: VP, General Counsel and Corporate Secretary

              IN WITNESS WHEREOF, VTransco and the undersigned Purchaser have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of this _____ day of _____________, 2006.

VERMONT TRANSCO LLC

By:                                             
           Title:

PURCHASER:

By:   /s/ Eric Werner   4/10/06     
           Title: GM Hardwick Electric Dept.

              IN WITNESS WHEREOF, VTransco and the undersigned Purchaser have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of this _____ day of _____________, 2006.

VERMONT TRANSCO LLC

By:                                             
           Title:

PURCHASER:

By:   /s/ David DiDomenico     
           Title: Co-Chair Village of Hyde Park

        /s/ Daniel Regan
        Co-Chair, BOT VOHP

              IN WITNESS WHEREOF, VTransco and the undersigned Purchaser have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of this    27 ^th    day of   March   , 2006.

VERMONT TRANSCO LLC

By:                                             
           Title:

PURCHASER:

By:   /s/ Joseph Winter   3/27/06  
           Title: President Village of Jacksonville

              IN WITNESS WHEREOF, VTransco and the undersigned Purchaser have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of this _____ day of _____________, 2006.

VERMONT TRANSCO LLC

By:                                             
           Title:

PURCHASER: Village of Ludlow Electric Light Department

By:   /s/ John J. Collins, Jr.     
           Title: Treasurer/Controller

              IN WITNESS WHEREOF, VTransco and the undersigned Purchaser have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of this _____ day of _____________, 2006.

VERMONT TRANSCO LLC

By:                                             
           Title:

PURCHASER:

By:   /s/ Craig T. Myotte  4/4/06   
           Title: Interim Manager
                      MW&L

              IN WITNESS WHEREOF, VTransco and the undersigned Purchaser have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of this    29 ^th    day of   March   , 2006.

VERMONT TRANSCO LLC

By:                                             
           Title:

PURCHASER: Village of Northfield

By:   /s/ Nanci Allard   3/29/06  
           Title: Mgr.

              IN WITNESS WHEREOF, VTransco and the undersigned Purchaser have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of this _____ day of _____________, 2006.

VERMONT TRANSCO LLC

By:                                             
           Title:

PURCHASER:

By:   /s/ John Morley III     
           Title: Village Manager

              IN WITNESS WHEREOF, VTransco and the undersigned Purchaser have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of this    23      day of   March   , 2006.

VERMONT TRANSCO LLC

By:                                             
           Title:

PURCHASER:

By:   /s/ George H. Lague   3/23/06  
           Title: Swanton Village Manager

              IN WITNESS WHEREOF, VTransco and the undersigned Purchaser have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of this    30th      day of   March   , 2006.

VERMONT TRANSCO LLC

By:                                             
           Title:

PURCHASER:

By:   /s/ David C. Hallquist   3/30/06  
           Title: CEO, VT Electric Coop.

              IN WITNESS WHEREOF, VTransco and the undersigned Purchaser have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of this    29th      day of   April   , 2006.

VERMONT TRANSCO LLC

By:                                             
           Title:

PURCHASER:

By:   /s/ Avram Patt   4/27/06  
           Title: General Manager
                      Washington Electric Coop.

              IN WITNESS WHEREOF, VTransco and the undersigned Purchaser have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of this               day of                     , 2006.

VERMONT TRANSCO LLC

By:      /s/ John J. Donleavy      
           Title: President & CEO of VELCO,
                     The Manager of Vermont Transco LLC

PURCHASER:

By:                                              
           Title:

              IN WITNESS WHEREOF, VTransco and the undersigned Purchaser have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of this    20th      day of   April   , 2006.

VERMONT TRANSCO LLC

By:                                             
           Title:

PURCHASER:

By:   /s/ Lane Shaw                   
           Title: General Manager

By:   /s/ Barbara A. Cosgrove   
           Title: Assistant Secretary
                     VT Marble Co./OMYA

              IN WITNESS WHEREOF, VTransco and the undersigned Purchaser have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of this    8      day of   May   , 2006.

VERMONT TRANSCO LLC

By:                                             
           Title:

PURCHASER: Rochester Electric Light & Power Co.

By:   /s/ Thomas Pierce   5/8/06  
           Title: President

              IN WITNESS WHEREOF, VTransco and the undersigned Purchaser have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of this           day of                  , 2006.

VERMONT TRANSCO LLC

By:                                             
           Title:

PURCHASER:

By:   /s/ Annette Caruio     
           Title: Authorized Agent
                      Village of Readsboro Electric Light Department

              IN WITNESS WHEREOF, VTransco and the undersigned Purchaser have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of this           day of                  , 2006.

VERMONT TRANSCO LLC

By:                                             
           Title:

PURCHASER:

By:   /s/ Kenneth C. Mason     
           Title: Manager, LED (Lyndonville Electric Department)

              IN WITNESS WHEREOF, VTransco and the undersigned Purchaser have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of this           day of                  , 2006.

VERMONT TRANSCO LLC

By:                                             
           Title:

PURCHASER:

By:   /s/ George Pearlman     
           Title: Vice Chair
                     Village of Johnson Electric Light Department

              IN WITNESS WHEREOF, VTransco and the undersigned Purchaser have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of this           day of                  , 2006.

VERMONT TRANSCO LLC

By:                                             
           Title:

PURCHASER:

By:   /s/ Barbara L. Grimes     
           Title: General Manager
                     Burlington Electric

ACKNOWLEDGEMENT OF ARBITRATION

              Each party understands that this Agreement contains an agreement to arbitrate. After signing this document, each party understands that it will not be able to bring a lawsuit concerning any dispute that may arise and that is covered by the arbitration agreement, unless it involves a question of constitutional or civil rights. Instead, each agrees to submit any such dispute to an impartial arbitrator.

VERMONT TRANSCO LLC

By:                                             
           Title:

PURCHASER:

By:   /s/ Denis Poirier    4/11/06     
           Title: Village Supervisor - Barton

ACKNOWLEDGEMENT OF ARBITRATION

              Each party understands that this Agreement contains an agreement to arbitrate. After signing this document, each party understands that it will not be able to bring a lawsuit concerning any dispute that may arise and that is covered by the arbitration agreement, unless it involves a question of constitutional or civil rights. Instead, each agrees to submit any such dispute to an impartial arbitrator.

VERMONT TRANSCO LLC

By:                                             
           Title:

PURCHASER:

By:   /s/ Robert H. Young               
           Title: President and CEO

ACKNOWLEDGEMENT OF ARBITRATION

              Each party understands that this Agreement contains an agreement to arbitrate. After signing this document, each party understands that it will not be able to bring a lawsuit concerning any dispute that may arise and that is covered by the arbitration agreement, unless it involves a question of constitutional or civil rights. Instead, each agrees to submit any such dispute to an impartial arbitrator.

VERMONT TRANSCO LLC

By:                                             
           Title:

PURCHASER:

By:   /s/ Raymond Larose  4/11/06  
           Title: Chair

ACKNOWLEDGEMENT OF ARBITRATION

     &nb