SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
For the fiscal year ended December 31, 2002
_X_ Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of
1934
___ Transition Report Pursuant to Section 15(d) of the Securities Exchange Act
of 1394 For the transition period from to
Commission file number 1-8291
GREEN MOUNTAIN POWER CORPORATION
Employee Savings and Investment Plan and Trust
(Full title of the Plan)
Green Mountain Power Corporation
163 Acorn Lane
Colchester, VT 05446
(802) 864-5731
(Name of issuer of the securities held pursuant to the Plan and the address of
its principal executive office)
Green Mountain Power Corporation
Employee Savings and Investment Plan and Trust
FINANCIAL STATEMENTS AND SCHEDULES
December 31, 2002, 2001 and 2000
Green Mountain Power Corporation
Employee Savings and Investment Plan and Trust
TABLE OF CONTENTS
December 31, 2002
Page
----
INDEPENDENT AUDITOR'S REPORTS 3
FINANCIAL STATEMENTS
Statements of Net Assets Available for Plan Benefits 5
Statements of Changes in Net Assets Available for Plan Benefits 6
Notes to Financial Statements 7
SUPPLEMENTARY INFORMATION
Assets Held at Year End 12
Reportable Transactions 13
Nonexempt Transactions 14
INDEPENDENT AUDITOR'S REPORT
----------------------------
To the Retirement Board
Green Mountain Power Corporation
Employee Savings and Investment Plan and Trust
We have audited the accompanying statements of net assets available for plan
benefits of Green Mountain Power Corporation Employee Savings and Investment
Plan and Trust (the Plan) as of December 31, 2002, and the related statement of
changes in net assets available for plan benefits for the year then ended.
These financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 2002, and the changes in net assets available for plan benefits
for the year then ended, in conformity with accounting principles generally
accepted in the United States of America.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplementary schedules of assets held at year
end, reportable transactions and nonexempt transactions are presented for
purposes of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. Such information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ Deloitte & Touche LLP
June 26, 2003
INDEPENDENT AUDITORS' REPORT
----------------------------
The Retirement Board
Green Mountain Power Corporation
Employee Savings and Investment Plan and Trust:
We have audited the accompanying statement of net assets available for plan
benefits of Green Mountain Power Corporation Employee Savings and Investment
Plan and Trust (the Plan) as of December 31, 2001, and the related statements of
changes in net assets available for plan benefits for each of the years in the
two-year period ended December 31, 2001. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 2001, and the changes in net assets available for plan benefits
for each of the years in the two-year period ended December 31, 2001, in
conformity with accounting principles generally accepted in the United States of
America.
/s/ KPMG LLP
June 17, 2002
Burlington, Vermont
GREEN MOUNTAIN POWER CORPORATION
Employee Savings and Investment Plan and Trust
Statements of Net Assets Available for Plan Benefits
December 31, 2002 and 2001
2002 2001
---- ----
Assets:
Investments at fair value:
Green Mountain Power Corporation, common stock,
$3,740,816 and $2,341,258, respectively $ 3,862,796 $ 3,301,978
Registered investment companies, cost
$16,372,642 and $18,608,015, respectively 16,004,081 17,866,507
------------ ------------
19,866,877 21,168,485
Participants' loans 560,683 608,170
------------ ------------
Total investments 20,427,560 21,776,655
------------ ------------
Net assets available for Plan benefits $20,427,560 $21,776,655
============ ============
See accompanying notes to financial statements.
GREEN MOUNTAIN POWER CORPORATION
Employee Savings and Investment Plan and Trust
Statements of Changes in Net Assets Available for Plan Benefits
Years ended December 31, 2002, 2001 and 2000
2002 2001 2000
------------ ------------ ------------
Investment income (loss):
Interest . . . . . . . . . . . . . . . . . . . $ 46,512 $ 39,881 $ 24,918
Dividends. . . . . . . . . . . . . . . . . . . 330,343 495,128 1,548,294
Net depreciation in fair value of investments. (1,828,958) (747,774) (1,506,097)
------------ ------------ ------------
(1,452,103) (212,765) 67,115
------------ ------------ ------------
Contributions:
Employer . . . . . . . . . . . . . . . . . . . 365,456 361,102 390,913
Participant. . . . . . . . . . . . . . . . . . 1,034,104 1,022,150 980,369
------------ ------------ ------------
1,399,560 1,383,252 1,371,282
------------ ------------ ------------
Administrative expenses. . . . . . . . . . . . 15,567 33,784 27,436
Participants' withdrawals and distributions. . 1,280,985 1,799,443 1,839,662
------------ ------------ ------------
Total deductions . . . . . . . . . . . . . . . 1,296,552 1,833,227 1,867,098
------------ ------------ ------------
Net increase (decrease). . . . . . . . . . . . (1,349,095) (662,740) (428,701)
Net assets available for Plan benefits:
Beginning of year. . . . . . . . . . . . . . . 21,776,655 22,439,395 22,868,096
------------ ------------ ------------
End of year. . . . . . . . . . . . . . . . . . $20,427,560 $21,776,655 $22,439,395
============ ============ ============
See accompanying notes to financial statements.
Green Mountain Power Corporation
Employee Savings and Investment Plan and Trust
NOTES TO FINANCIAL STATEMENTS
December 31, 2002
NOTE 1 PLAN DESCRIPTION
The following description of the Green Mountain Power Corporation Employee
Savings and Investment Plan and Trust (the Plan) is provided for general
information only. Participants should refer to the Plan document for a more
complete description of the Plan's provisions.
General
-------
The Plan is a defined contribution plan established by Green Mountain Power
Corporation (the "Company"). The Plan covers substantially all full-time
employees of the Company.
The Company's Retirement Board is the Plan Administrator with the authority to
control and manage the operation and administration of the Plan. The Plan's
assets are held by the Trustee of the Plan, which invests cash received,
including interest and dividend income, and makes distributions to participants.
The Plan is subject to the provision of the Employee Retirement Income Security
Act of 1974 (ERISA).
Contributions
-------------
Each year, participants may contribute up to 15% of pretax annual compensation,
as defined by the Plan. The Company contributes a matching contribution of 100%
of the first 4% of contributions made by the participants.
Participant Accounts
---------------------
Each participant's account is credited with the participant's contributions,
allocations of the Company's contributions, and plan earnings, and charged with
participant's withdrawals, distributions and an allocation of administrative
expenses. Allocations are based on participant earnings or account balances, as
defined. The benefit to which a participant is entitled is the benefit that can
be provided from the participant's vested account, net of applicable Federal
tax.
Vesting
-------
Participants are immediately vested in their voluntary contributions as well as
the Company's contribution and any earnings thereon.
Trustee
-------
The Company changed Trustees on December 2, 2002, changing from American Century
to Cigna.
Investment Options
-------------------
Upon enrollment, participants may direct their contributions to any of the
following investment options in 1% increments.
Intermediate Term Treasury Fund - This fund is invested in U.S. Treasury bills,
--------------------------------
notes and bonds.
Value Fund - A conservative equity fund seeking long-term capital growth.
-----------
Income is a secondary objective.
-----
International Discovery Fund - Emerging growth fund seeking long-term growth
------------------------------
primarily through a diversified international portfolio of equity investments.
---
Premium Capital Reserve Fund - This fund is invested in high quality U.S. dollar
----------------------------
denominated money market instruments and other short-term obligations of banks,
governments and corporations.
Charles Schwab Discretionary Investment - With a minimum amount of $1,000 an
------------------------------------------
individual can purchase investments that are offered through Schwab. These
---
investments include mutual funds, over-the-counter stocks, certificates of
---
deposits, money markets, and federally backed investments and bonds. A
---
participant may not reallocate more than 50% of their total balance to this
---
investment group.
---
Baron Asset Fund - A small mid-cap growth fund seeking capital appreciation.
------------------
Investments are primarily in small and mid-cap companies with market values
--
between $100 million and $5 billion.
--
Green Mountain Power Corporation
Employee Savings and Investment Plan and Trust
NOTES TO FINANCIAL STATEMENTS
December 31, 2002
NOTE 1 PLAN DESCRIPTION (continued)
U.S. Small Company Fund - A fund that invests in small U.S. companies seeking to
-----------------------
outperform the Russell 2000 index. Investment strategies include spreading risk
among many different industries so performance is less dependent on one
particular industry.
International Growth Fund - A fund seeking capital growth through equity
---------------------------
securities of small foreign companies.
-------
Equity Index Fund - This fund seeks to match investment results with the
-------------------
Standard & Poor's 500 Composite Stock Index. Stock mixes are weighted as
-------
similar to the S&P 500 Index as possible.
------
GMP Stock Fund - This fund is invested in Green Mountain Power Corporation
----------------
common stock.
-----
As of December 2, 2002, the following investment opportunities were changed to
reflect the new investment funds available in addition to the GMP Stock noted
above with the conversion to Cigna:
Guaranteed Income Fund - This fixed income fund offers safety of principal and
------------------------
an attractive rate of return. The principal and interest are currently
guaranteed by Connecticut General Life Insurance Company.
Core Bond Fund - This fund invests in high quality domestic fixed income
----------------
securities, including mortgage and asset backed securities as well as Government
-------
issues.
Cigna Lifetime Funds - This family of funds offers five multi-asset,
----------------------
multi-managed investment portfolios. Each fund offers a different risk/return
-----------
characteristic and is based on the life-cycle theory of investing in that
different bond/stock mixes are appropriate for individuals at different times of
their lives based on age.
American Century Ultra Account - This mutual fund invests in primarily equity
---------------------------------
securities of large companies that offer the potential of better-than-average
--
capital appreciation.
--
Large Cap Value Fund - This fund is managed by Wellington Management Company,
-----------------------
LLP following their Research Value style.
--
S&P 500 Index Fund - This fund is managed by Times Square Capital Management,
---------------------
Inc. and reflects the composition of the S&P 500 Index.
--
American Century Equity Index Fund- This mutual fund seeks to provide current
-------------------------------------
income with capital appreciation as a secondary objective.
--
Mid Cap Growth/Artisan Partners - This fund is managed by Artisan Partners
-------------------------------------
Limited Partnership and invests primarily in the common stocks of medium-sized
-----
companies.
AIM Small Cap Growth Fund - This fund seeks long-term capital growth.
-----------------------------
Strong Advisor Small Cap Value Fund - This fund invests wholly in Class Z shares
-----------------------------------
of the Strong Advisor Small Cap Value Fund.
T. Rowe Price Small-Cap Stock Fund- This account invests wholly in Advisor
---------------------------------------
shares of the T. Rowe Price Small-Cap Stock Fund. The objective of this fund is
-----
to seek capital growth by investing in undervalued stock of small capitalization
companies.
International Growth/Putnam Fund - This fund is sub-advised by Putnam
----------------------------------
Investments and invests primarily in companies located outside the United States
----------
of America.
Templeton Foreign Account - This account invests wholly in the Templeton Foreign
-------------------------
Fund. This mutual fund seeks long term capital growth by investing primarily in
the equity securities of companies located outside the U.S., including emerging
markets.
Green Mountain Power Corporation
Employee Savings and Investment Plan and Trust
NOTES TO FINANCIAL STATEMENTS
December 31, 2002
NOTE 1 PLAN DESCRIPTION (continued)
American Century Strategic Allocation Funds: Moderate/Aggressive -These asset
-------------------------------------------------------------------
allocation funds invest in stocks, bonds and money market securities. The
diversification of these investments depends on the objective; whether it is
moderate or aggressive.
Participants' Loans
--------------------
Participants may borrow from their fund accounts a minimum of $1,000 up to a
maximum equal to the lesser of $50,000 or 50% of their account balance. Loan
transactions are treated as a transfer between the investment fund and the
participant loan fund. Loan terms range from 1 - 5 years or up to 30 years for
the purchase of a principal residence. The loans are secured by the balance in
the participant's account and bear interest at the Trustee's prime rate.
Principal and interest is paid ratably through monthly payroll deductions.
Payment of Benefits
---------------------
On termination of service due to death, disability or retirement, a participant
may elect to receive either a lump-sum amount or to purchase an annuity equal to
the value of the participant's vested interest in his or her account. For
termination of service due to other reasons, a participant may receive the value
of the vested interest in his or her account as a lump-sum distribution.
NOTE 2 SUMMARY OF ACCOUNTING POLICIES
Basis of Accounting
---------------------
The financial statements of the Plan are prepared under the accrual method of
accounting.
Use of Estimates
------------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires the Plan Administrator to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements. Actual results could differ from those estimates.
Investment Valuation and Income Recognition
-----------------------------------------------
The Plan's investments are stated at fair value. Shares of registered
investment companies are valued at quoted market prices that represent the net
asset value of shares held by the Plan at year-end. The Company stock is valued
at its quoted market price. Participant loans are stated at cost that
approximates fair value.
Payment of Benefits
---------------------
Benefit payments are recorded when paid.
NOTE 3 RELATED PARTY TRANSACTIONS
The Plan's investments are held in trust by UMB Bank, N.A. and managed by Cigna.
Prior to December 3, 2002, the plan was managed by American Century
Recordkeeping Services. The Plan's administrative expenses represent fees paid
for these services and qualify as party-in-interest transactions. Automatic
Data Processing, Inc. provides payroll processing for the Company and qualifies
as a party-in-interest, however the Company pays for the cost of the services
directly.
NOTE 4 PLAN TERMINATION
Although it has not expressed any intention to do so, the Company has the right
under the Plan to discontinue contributions or terminate the Plan at any time,
subject to provisions of ERISA.
Green Mountain Power Corporation
Employee Savings and Investment Plan and Trust
NOTES TO FINANCIAL STATEMENTS
December 31, 2002
NOTE 5 INVESTMENTS
Investments that represent 5% or more of the Plan's net assets available for
benefits at December 31, 2002 and 2001 are as follows:
2002 2001
---------- ----------
Value Fund. . . . . . . . . . . . . . $ - $2,447,903
International Discovery Fund. . . . . - 2,709,068
Strategic Allocation Moderate Fund. . - 2,220,409
Strategic Allocation Aggressive Fund. - 2,201,568
Premium Capital Reserve Fund. . . . . - 1,478,713
Equity Index Fund . . . . . . . . . . - 3,126,519
Baron Asset Fund. . . . . . . . . . . - 1,263,571
GMP Stock Fund. . . . . . . . . . . . 3,862,796 3,301,978
Large Cap Value/Wellington Management 2,222,715
International Growth/Putnam . . . . . 2,333,606
American Centruy Moderate Investor. . 2,030,017
Amercian Centruy Aggressive Investor. 1,944,011
Guaranteed Income Fund. . . . . . . . 3,076,177
S&P 500 Index Fund. . . . . . . . . . 2,334,728
NOTE 6 TAX STATUS
The Internal Revenue Service has determined and informed the Company by a letter
dated October 8, 2002, that the Plan is qualified under the Internal Revenue
Code (IRC) section 401(a) and the trust is tax-exempt under IRC 501(a). The
Plan has been amended since receiving the determination letter. In the opinion
of the Plan administrator and the Plan's tax counsel, the Plan has operated
within the terms of the Plan and should remain qualified under the applicable
provisions of the IRC.
NOTE 7 REALIZED GAIN (LOSS) ON SALE OF INVESTMENTS
Aggregate cost, proceeds and realized net gain (loss) on investment transactions
were as follows for the years ended December 31, 2002, 2001 and 2000:
Green Mountain Registered
Power Corporation Investment
Common Stock Companies Total
-------------- ------------- -------------
2002
Aggregate proceeds. . . . . . . . . . $ 4,066,382 $ 20,436,970 $ 24,503,352
Aggregate cost(based on average cost) (2,803,754) (23,062,763) (25,866,517)
-------------- ------------- -------------
Net gain(loss). . . . . . . . . . . . $ 1,262,628 $ (2,625,793) $ (1,363,165)
============== ============= =============
2001
Aggregate proceeds. . . . . . . . . . $ 1,133,439 $ 2,953,750 $ 4,087,189
Aggregate cost(based on average cost) (959,299) (3,190,620) (4,149,919)
-------------- ------------- -------------
Net gain(loss). . . . . . . . . . . . $ 174,140 $ (236,870) $ (62,730)
============== ============= =============
2000
Aggregate proceeds. . . . . . . . . . $ 356,875 $ 4,112,491 $ 4,469,366
Aggregate cost(based on average cost) (460,674) (3,707,641) (4,168,315)
-------------- ------------- -------------
Net gain(loss). . . . . . . . . . . . $ (103,799) $ 404,850 $ 301,051
============== ============= =============
NOTE 8 NET UNREALIZED APPRECIATION (DEPRECIATION) IN FAIR VALUE OF INVESTMENTS
The following summarizes the changes in net unrealized appreciation
(depreciation) in fair value of investments for the years ended December 31,
2002, 2001 and 2000:
Beginning of Increase End of
Year (Decrease) Year
---------- ------------ ----------
2002 $ 219,212 $ (465,793) $(246,581)
2001 $ 904,256 $ (685,044) $ 219,212
2000 2,711,404 (1,807,148) 904,256
NOTE 9 PROHIBITED PARTY-IN-INTEREST TRANSACTION
During the 2000 audit, the Plan administrator discovered that the quarterly
employer contributions were calculated based upon inaccurate eligible earnings
since the Company outsourced its payroll processing in 1999. In 2001, the
Company contributed $13,852 to make the Plan whole.
During the 2001 audit, the Plan administrator discovered that an administrative
fee was paid by the Plan which was not an obligation of the Plan. The Plan was
made whole during 2001 with a Company contribution of $506.
There were no prohibited transactions in 2002.
GREEN MOUNTAIN POWER CORPORATION SCHEDULE 1
Employee Savings and Investment Plan and Trust
Schedule H, Line 4i - Assets Held at Year End
December 31, 2002
(C) NUMBER
OF SHARES,
UNITS (E) CURRENT
(B) IDENTITY OF ISSUE OR LOANS VALUE
---------------------- ---------- -----
*Green Mountain Power Corporation, common stock. 182,163 $3,862,796
American Century:
*Cigna Lifetime 60 . . . . . . . . . . . . . . . 46,949 561,973
Guaranteed Income . . . . . . . . . . . . . . . 122,711 3,076,177
*American Century Ultra (ADV). . . . . . . . . . 1,172 28,756
LG CAP Value/Wellington Management. . . . . . . 275,842 2,222,715
S&P 500 Index . . . . . . . . . . . . . . . . . 47,212 2,334,728
*American Century Equity Income. . . . . . . . . 4,001 27,003
MD Cap Growth/Artisan Partners. . . . . . . . . 144,113 982,483
AIM Small Cap Growth CL A . . . . . . . . . . . 2 36
T. Rowe Price Small Cap-Adv. Sh.. . . . . . . . 11,850 258,278
International Growth/Putnam . . . . . . . . . . 329,623 2,333,606
*AM Century Aggressive Investor. . . . . . . . . 353,457 1,944,011
*AM Century Moderate Investor. . . . . . . . . . 386,670 2,030,017
Core Bond . . . . . . . . . . . . . . . . . . . 341 4,469
Strong Adv. Small Cap Value CL Z. . . . . . . . 110 2,091
Templeton Foreign Account . . . . . . . . . . . 1 18
Cash-transfer funds . . . . . . . . . . . . . . 197,720
*Participants' loans, interest rates ranging . . 560,683
from 5% to 9.5%
Total investments. . . . . . . . . . . . . . . . $ 20,427,560
======================
Note: There were no assets held for investment which were both acquired and
disposed during the Plan year, except for securities purchased from a
broker/dealer and listed on a national securities exchange
* Parties-in-interest
See auditors' report.
GREEN MOUNTAIN POWER CORPORATION SCHEDULE 2
Employee Savings and Investment Plan and Trust
Schedule H, Line 4j - Reportable Transactions
Year ended December 31, 2002
(H) CURRENT
VALUE OF
(C) PURCHASE(D) SELLING G) COST OF ASSET ON (I) NET GAIN
(A) IDENTITY OF PARTY INVOLVED PRICE PRICE ASSET TRANS. DATE OR (LOSS)
---------------------------------------- ------ ---------- ---------- ------------ -----------
Green Mountain Power Corporation . . . . $ - $4,066,382 $2,803,754 $ 4,066,382 $1,262,628
JP Morgan. . . . . . . . . . . . . . . . - 1,305,560 1,336,981 1,305,560 (31,421)
American Century Value Fund. . . . . . . - 2,540,582 2,645,607 2,540,582 (105,025)
American Century International Discovery - 2,694,590 3,091,322 2,694,590 (396,732)
AM Century Strategic/Moderate. . . . . . - 2,209,751 2,398,732 2,209,751 (188,981)
AM Century Strategic/Aggressive. . . . . - 2,206,670 2,390,647 2,206,670 (183,977)
Premium Money Market . . . . . . . . . . - 2,425,563 2,425,563 2,425,563 -
Equity Index . . . . . . . . . . . . . . - 2,825,471 3,723,777 2,825,471 (898,306)
Government Bond. . . . . . . . . . . . . - 1,701,307 1,775,638 1,701,307 (74,331)
Baron Funds. . . . . . . . . . . . . . . - 1,305,530 1,871,753 1,305,530 (566,223)
Note: Reportable transactions, for the purpose of this schedule, are:
(a) Any single transaction within the Plan year, with respect to any Plan
asset, in excess of 5% of the fair value of Plan assets as of the beginning of
the Plan year; or
(b) Series of transactions within the Plan year with, or in conjunction
with, the same person, involving property other than securities, that amount in
the aggregate to more than 5% of the fair value of Plan assets as of the
beginning of the Plan year; or
(c) Series of transactions within the Plan year with respect to securities
of the same issue that amount in the aggregate to more than 5% of the fair value
of Plan assets at the beginning of the Plan year; or
(d) Any "Securities" transaction within the Plan year with or in conjunction
with a person, if any prior or subsequent securities transaction has occurred
with that same person in an amount in excess of 5% of the fair value of Plan
assets at the beginning of the Plan year.
See Auditors' Report.
SCHEDULE 3
GREEN MOUNTAIN POWER CORPORATION
Employee Savings and Investment Plan and Trust
Schedule G, Part III - Nonexempt Transactions
Year ended December 31, 2002
RELATIONSHIP OF EXPENSES NET GAIN
PLAN EMPLOYER INCURRED COST CURRENT OR (LOSS)
IDENTITY OF OR OTHER DESCRIPTION OF PURCHASE SELLING LEASE WITH OF VALUE OF ON EACH
PARTY INVOLVED PARTY-IN-INTEREST TRANSACTION PRICE PRICE RENTAL TRANSACTION ASSET ASSET TRANSACTION
-------------- ----------------- -------------- ----- ----- ------ ----------- ----- ----- -----------
None to report
See auditors' report.
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement Nos.
333-38722, 333-39822 and 333-42356 on Form S-8 of Green Mountain Power
Corporation of our report dated June 26, 2003 appearing in this Annual Report on
Form 11-K of the Green Mountain Power Corporation Employee Savings and
Investment Plan and Trust for the year ended December 31, 2002.
/s/ Deloitte & Touche
June 26, 2003
CONSENT OF INDEPENDENT AUDITORS'
Green Mountain Power Corporation
163 Acorn Lane
Colchester, VT 05446-6612
Gentlemen:
We consent to the use of our report dated June 17, 2002, with respect to the
financial statements of the Green Mountain Power Corporation Employee Savings
and Investment Plan and Trust as of December 31, 2001 and for each of the years
in the two-year period then ended, in its Annual Report on Form 11-K.
/s/ KPMG LLP
June 27, 2003
Burlington, Vermont
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Retirement Board of Green Mountain Power Corporation, which administers the
Plan, has duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
GREEN MOUNTAIN POWER CORPORATION
EMPLOYEE SAVINGS PLAN AND TRUST
PLAN AND TRUST
By: /s/ Robert J. Griffin
-----------------------------
Robert J. Griffin Chairperson of
The Retirement Board of Directors
June 27, 2003