Green Mountain Power Corporation to Be Acquired by Northern New England Energy Corporation, a Subsidiary of Gaz Metro Limited Partnership

Business Wire, June 22, 2006

COLCHESTER, Vt. -- Green Mountain Power Corporation ("Green Mountain Power" or the "Company") (NYSE:GMP) announced today that Green Mountain Power and Vermont-based Northern New England Energy Corporation ("NNEEC") have entered into a definitive agreement whereby NNEEC will acquire Green Mountain Power. Shareholders of Green Mountain Power will receive $35.00 per share in cash or approximately $187 million in the aggregate.

NNEEC is a Vermont corporation and a wholly-owned subsidiary of Gaz Metro Limited Partnership (TSX-GZM.UN), a leading Quebec energy company with a long history of investment in Vermont. NNEEC has been the parent company of Vermont Gas Systems since 1986.

The transaction has been approved by Green Mountain Power's Board of Directors and will require the approval of Green Mountain Power's shareholders. The transaction is conditioned on, among other regulatory approvals and notices, the approval of the Vermont Public Service Board and the Federal Energy Regulatory Commission, and notice under the Hart-Scott-Rodino Act. It is anticipated that the regulatory proceedings should be completed within approximately 12 months. Upon approval of state and federal regulators, Green Mountain Power will join Vermont Gas Systems and Portland Natural Gas Transmission Systems as one of NNEEC's New England-based energy subsidiaries.

Green Mountain Power will continue to be managed by its current leadership team and the Company will continue to operate out of its existing offices in Vermont. Employees will be retained and the current labor contract with IBEW Local 300 will continue in place. The Company will remain under the jurisdiction of state and federal regulators.

"This transaction will provide significant benefits to our customers by making Green Mountain Power a much stronger company at a critical time in our history and in Vermont's energy future," said Chris Dutton, president and CEO of Green Mountain Power.

"As we prepare to make important decisions about Vermont's energy future relating to the expiration of our existing long term power contracts, the financial strength and market depth of Gaz Metro will significantly enhance our ability to obtain the best value for our customers. In addition, the transaction is expected to yield new investments in Vermont in the areas of energy efficiency, distributed generation, and potential district heating opportunities," said Mr. Dutton.

Gaz Metro is a major distributor of natural gas in Quebec and the northeastern United States. In addition, the company is a partner with Boralex in a large wind power project in Quebec and operates businesses providing district heating and urban water rehabilitation services in Quebec and Ontario. As of the end of 2005, Gaz Metro had assets of more than $2.5 billion (Canadian). There are 113 Vermont-based employees of Vermont Gas Systems, a subsidiary of Gaz Metro. Gaz Metro currently has a strong credit rating that, in recent years, has been higher than Green Mountain Power's current BBB rating.

"We view this new partnership as an excellent match for Green Mountain Power's corporate values. Both companies have strong track records of reinvesting earnings in Vermont, environmental and social responsibility, expanding energy efficiency, and transparent and collaborative relationships with regulators and policy makers," added Mr. Dutton.

"Gaz Metro is pleased to be expanding its operations in Vermont through NNEEC's acquisition of Green Mountain Power," said Robert Tessier, president and CEO of Gaz Metro. "We are committed to increasing our investment in Vermont and providing superior energy services to Vermonters. We have demonstrated that commitment through our 20-year stewardship at Vermont Gas Systems. With this acquisition of Green Mountain Power, we will continue our practice of reinvesting earnings in the state and our philosophy of local control through local management. We are long-term investors and strongly believe that, over time, investing in and growing our companies is in the best interest of our customers, owners, employees and the communities we serve. Green Mountain Power, like Vermont Gas, fits our profile perfectly."

"As we analyzed this opportunity, Green Mountain Power's Board of Directors became convinced that this partnership will bring positive benefits to our shareholders, customers and to the entire state of Vermont," said Nordahl Brue, chairman of Green Mountain Power's Board of Directors. "I believe Gaz Metro understands energy issues, it understands finance, and most importantly, its long track record with Vermont Gas demonstrates that it understands Vermont."

"We believe our association with Green Mountain Power will further strengthen our companies," said William Gilbert, of South Burlington, president of NNEEC. "Green Mountain Power is a highly efficient company with excellent customer service and a strong commitment to corporate citizenship. NNEEC has a solid record of investment in Vermont, having invested in excess of $100 million in earnings over the past 20 years, and we expect to continue to invest in Vermont through Green Mountain Power."