AMENDED AND RESTATED THREE-PARTY TRANSMISSION AGREEMENT

EXHIBIT 10.14.2

AMENDED AND RESTATED
THREE-PARTY TRANSMISSION AGREEMENT

      AGREEMENT dated as of November 9, 2006; among Vermont Electric Power Company, Inc., a Vermont corporation ("Velco"), Central Vermont Public Service Corporation, a Vermont corporation, ("CVP"), Green Mountain Power Corporation, a Vermont corporation ("GMP"), and Vermont Transco LLC, a limited liability company duly organized under the laws of the State of Vermont ("VT Transco"). CVP and GMP are sometimes collectively referred to as the "Companies" or either of them as the "Company."

      WHEREAS, Vermont Yankee Nuclear Power Corporation, a Vermont corporation ("Vermont, Yankee"), constructed a nuclear electric generation unit at a site adjacent to the Connecticut River at Vernon, Vermont, which unit was designed to have a maximum net capability of approximately 540 megawatts electric (said unit, being herein referred to as the "Vermont Yankee Unit") of which CVP and GMP agreed to purchase an aggregate of 55% of the capacity and net electrical output of the Vermont Yankee Unit; and

      WHEREAS, CVP and GMP proposed that such power as they acquire from Vermont Yankee (the "Vermont Yankee power") would be offered to all of the electric distribution companies including the Companies in the State of Vermont whether cooperatively, municipally or investor owned ("Distributees") without preference or discrimination and to that end proposed to sell such power at its cost to the Companies to Velco for resale to such companies, and

      WHEREAS, Velco has acquired from time to time, and may from time to time in the future acquire, bulk power from other sources for resale to Distributees; and

      WHEREAS, the transmission of the Vermont Yankee power and of other bulk power throughout Vermont required construction and operation of ^- a high voltage electric transmission system, including transmission lines, transformer substations and switching stations, together with various auxiliary protection, control and metering facilities, all in addition to the transmission system then owned and operated by Velco; and

      WHEREAS, Velco has agreed to contribute to VT Transco substantially all of its electricity transmission system, subject to liabilities; and

      WHEREAS, substantial economies have been achieved by combining facilities for the transmission of the Vermont Yankee power and of other power into an integrated electric transmission system including the system presently owned and operated by Velco and to be owned and operated by VT Transco, and the economic welfare of the people of Vermont and the interests of users of electric power in Vermont can best be served by realizing such economies in cost of electric power; and,

      WHEREAS, VT Transco proposes to construct such additional transmission facilities and to provide transmission service in Vermont adequate for transmission of the Vermont Yankee power and other power to Distributees, and further proposes that its charges for transmission of such power will be without profit and will consist of compensation for costs incurred, including cost of money invested in connection with such transmission; and

      WHEREAS, VT Transco proposes to finance, in part, construction of ^. any additional facilities by the issuance from time to time of bonds under its Indenture of Mortgage dated as of September 1, 1957 (the "Indenture") and the inducements to purchasers in agreeing to purchase bonds will include the agreements of the Companies contained in this Agreement;

      NOW, THEREFORE, in consideration of the premises and of the mutual benefits from the covenants hereinafter set forth, it is agreed:

ARTICLE I.    Facilities to be provided .

      1.1       Nature of Transmission System .       VT Transco during the term of this Agreement will provide an electric transmission system and associated facilities adequate to receive Vermont Yankee power and other power at the points of delivery thereof and to deliver such power (after allowance for transmission losses) either directly or through the facilities of others to Distributees at such delivery voltages and at such delivery points as may be hereafter specified. Said electric transmission system and accompanying facilities, including any additions or extensions which subsequently may be made as herein provided, shall be designed and constructed in accordance with standards of modern practice.

      1.2       Initial Construction .      The principal initial additions to the system presently operated by VT Transco consisted of the following:

                 (a)      A 115 KV transmission line and related facilities from Middlebury to Rutland that was to be completed by December 1969;

                 (b)      A 230 KV transmission line and related facilities from Barre to the Comerford Plant of New England Power Company that was to be completed by July 1970;

                 (c)      A 345 KV transmission line and related facilities from the Vermont Yankee Unit at Vernon to the existing Rutland-Ascutney line near Ludlow that was to be completed in time to receive the Vermont Yankee power at the point of purchase on April 1, 1971 or on such later date as such power becomes available.

      Velco agreed to use its best efforts to provide for the construction and installation of the aforesaid facilities in accordance with the foregoing time schedule.

      1.3       Subsequent Facilities .     Facilities to be provided by VT Transco hereunder in addition to those described in Section 1.2 shall be subject to approval by CVP and GMP.

ARTICLE II .   Services to be provided .

      2.1       Transmission .      VT Transco will transmit power, including Vermont Yankee power, less losses incurred in transmission calculated as set forth below, for the account of each Company, at any time that capacity is available for such purpose in the transmission facilities of VT Transco. VT Transco will undertake to make such capacity available at any time when doing so will not interfere with the primary obligation to deliver capacity or energy owned by the State of Vermont (the "State") pursuant to the obligations under the Power Transmission Contract with the State dated June 13, 1957, as it may be amended from time to time (the "Power Transmission Contract").

      2.2       Calculation of Losses .      Losses of power transmitted shall be determined in accordance with sound engineering methods and such losses shall include a proportionate amount of all allowances for losses on the systems of others pursuant to arrangements by VT Transco for their use in the delivery of such power.

ARTICLE III .   Payments.

      3.1       During transmission by VT Transco for the State .      So long as VT Transco is transmitting capacity or energy for the State under the Power Transmission Contract, VT Transco will charge to each Company, and each Company will pay to VT Transco, each calendar month during the term of this Agreement as compensation for the use of VT Transco's facilities and for the services performed by VT Transco hereunder, a monthly transmission capacity charge, for each kilowatt of capacity then being purchased by such Company by VT Transco , determined by the following formula:

      A =           BC           +       FO

                   TP+SP                TP

      Where:

      A = Monthly charge per kilowatt,

      BC = That portion of the monthly base charge payable by the State to VT Transco pursuant to the provision of Article IV of the Power Transmission Contract applicable to the use of "the transmission facilities of VT Transco" as hereinafter defined, after deductions pursuant to clause (m) of paragraph 4.3 of said Article IV other than for income received for transmission of power included in TP,

      TP = Total of all kilowatts of power then being transmitted by VT Transco