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 April 6, 2009, the Company's Board of Directors approved the Company's 2009 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 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, in order to provide the best return for its shareholders. The MIP weightings remain the same as in 2008 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 2008 (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 2008, if the average results of the financial measures do not meet a hurdle of 50% of target, then the overall payout can not be above target. In addition for the customer measures, if the average results for 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 2009 Management Incentive Plan is attached hereto as Exhibit A 10.17.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description of Exhibit

A 10.17 Management Incentive Plan, Effective as of January 1, 2009.

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