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     A-1
                                                                 EXHIBIT 10.D.86

                        GREEN MOUNTAIN POWER CORPORATION
                            2004 STOCK INCENTIVE PLAN
SECTION  1.     PURPOSE.
The  purpose  of  the  Plan  is  to promote the interests of the Company and its
shareholders  by  aiding  the  Company  in  attracting  and retaining employees,
officers,  consultants,  independent  contractors  and  non-employee  Directors
capable  of  contributing  to  the  future success of the Company, to offer such
persons incentives to put forth maximum efforts for the success of the Company's
business  and  to  afford  such  persons an opportunity to acquire a proprietary
interest  in  the  Company.
SECTION  2.     DEFINITIONS.
As  used  in  the  Plan,  the  following terms shall have the meanings set forth
below:
(a)     "Affiliate"  shall  mean  (i)  any  entity  that, directly or indirectly
through  one  or  more intermediaries, is controlled by the Company and (ii) any
entity  in  which the Company has a significant equity interest, in each case as
determined  by  the  Committee.
(b)     "Award"  shall  mean  any  Option,  Stock Appreciation Right, Restricted
Stock,  Restricted  Stock  Unit,  Performance  Award, Other Stock Grant or Other
Stock-Based  Award  granted  under  the  Plan.
(c)     "Award  Agreement"  shall  mean any written agreement, contract or other
instrument  or  document  evidencing  any  Award  granted  under  the  Plan.
(d)     "Board"  shall  mean  the  Board  of  Directors  of  the  Company.
(e)     "Code"  shall  mean  the  Internal Revenue Code of 1986, as amended from
time  to  time,  and  any  regulations  promulgated  thereunder.
(f)     "Committee"  shall mean a committee of Directors designated by the Board
to  administer the Plan.  The Committee shall be comprised of not less than such
number of Directors as shall be required to permit Awards granted under the Plan
to  qualify  under  Rule  16b-3,  and  each  member  of the Committee shall be a
"non-employee  director"  within  the  meaning  of  Rule  16b-3  and an "outside
director" within the meaning of Section 162(m) of the Code.  The Company expects
to  administer  the  Plan  to  the  extent  feasible  in  accordance  with  the
requirements  for the award of "qualified performance-based compensation" within
the  meaning  of  Section  162(m)  of  the  Code.
(g)     "Company"  shall  mean  Green  Mountain  Power  Corporation,  a  Vermont
corporation,  and  any  successor  corporation.
(h)     "Director"  shall  mean  a  member  of  the  Board.
(i)     "Eligible  Person"  shall  mean  any  employee,  officer,  consultant,
independent  contractor  or  Director  providing  services to the Company or any
Affiliate  whom  the  Committee  determines  to  be  an  Eligible  Person.
(j)     "Exchange  Act"  shall  mean  the  Securities  Exchange  Act of 1934, as
amended.
(k)     "Fair Market Value" shall mean, with respect to any property (including,
without  limitation,  any  Shares or other securities), the fair market value of
such  property  determined by such methods or procedures as shall be established
from  time  to  time  by  the  Committee.  Notwithstanding the foregoing, unless
otherwise  determined  by the Committee, the Fair Market Value of Shares as of a
given  date  shall  be,  if  the  Shares  are  then quoted on the New York Stock
Exchange,  the  average  of  the high and low sales price as reported on the New
York  Stock Exchange on such date or, if the New York Stock Exchange is not open
for  trading  on  such date or if the Shares are not traded on such date, on the
most recent preceding date when it is open for trading or the Shares are traded;
provided, however, that the Committee may in its discretion designate the actual
sales  price as Fair Market Value in the case of disposition of Shares under the
Plan.
(l)     "Incentive Stock Option" shall mean an option granted under Section 6(a)
of the Plan that is intended to meet the requirements of Section 422 of the Code
or  any  successor  provision.
(m)     "Non  Qualified Stock Option" shall mean an option granted under Section
6(a)  of  the  Plan  that  is  not  intended  to  be  an Incentive Stock Option.
(n)     "Option"  shall  mean an Incentive Stock Option or a Non-Qualified Stock
Option,  and  shall  include  Reload  Options.
(o)     "Other  Stock  Grant" shall mean any right granted under Section 6(e) of
the  Plan.
(p)     "Other  Stock-Based  Award"  shall  mean any right granted under Section
6(f)  of  the  Plan.
(q)     "Participant"  shall mean an Eligible Person designated to be granted an
Award under the Plan.  A Participant shall cease to be such under the Plan after
all  Awards  granted  to  him  or  her are no longer exercisable or outstanding.
(r)     "Performance  Award"  shall mean any right granted under Section 6(d) of
the  Plan.
(s)     "Performance  Criteria" shall mean objectives stated with respect to (i)
shareholder value based on Fair Market Value, dividends or Fair Market Value and
dividends,  (ii)  comparative  performance  against  companies  in the Dow Jones
Electric  Utility  Industry  Group  index, the companies in the S&P 500 Electric
Utility  Industry  Index  or  similar benchmark selected by the Committee, (iii)
earnings  per  share  or  earnings  per share growth, (iv) return on equity, (v)
economic  value  added,  (vi)  cash  flow,  (vii)  return  on  capital or (viii)
improvements  in  customer  service  performance,  including,  reliability, call
response  time,  customer  satisfaction,  billing,  or cost comparisons to other
electric  utilities.
(t)     "Person"  shall  mean  any  individual,  corporation,  partnership,
association  or  trust.
(u)     "Plan"  shall  mean  the  Green  Mountain  Power  Corporation 2004 Stock
Incentive  Plan,  as  amended from time to time, the provisions of which are set
forth  herein.
(v)     "Reload  Option" shall mean any Option granted under Section 6(a)(iv) of
the  Plan.
(w)     "Restricted  Stock"  shall mean any Shares granted under Section 6(c) of
the  Plan.
(x)     "Restricted  Stock  Unit" shall mean any unit granted under Section 6(c)
of  the Plan evidencing the right to receive a Share (or a cash payment equal to
the  Fair  Market  Value  of  a  Share)  at  some  future  date.
(y)     "Rule  16b-3"  shall  mean  Rule 16b-3 promulgated by the Securities and
Exchange  Commission under the Exchange Act or any successor rule or regulation.
(z)     "Shares"  shall  mean  shares  of  Common Stock, $3.33 1/3 par value per
share, of the Company or such other securities or property as may become subject
to  Awards  pursuant  to  an  adjustment  made  under  Section 4(c) of the Plan.
(aa)     "Stock  Appreciation  Right" shall mean any right granted under Section
6(b)  of  the  Plan.
SECTION  3.     ADMINISTRATION.
(a)     Power and Authority of the Committee.  The Plan shall be administered by
the  Committee.  Subject to the express provisions of the Plan and to applicable
law,  the  Committee shall have full power and authority to: (i) designate those
Eligible Persons who are to be Participants; (ii) determine the type or types of
Awards  to  be  granted  to each Participant under the Plan; (iii) determine the
number  of Shares to be covered by (or with respect to which payments, rights or
other  matters  are  to  be  calculated  in  connection  with)  each Award; (iv)
determine  the  terms  and conditions of any Award or Award Agreement; (v) amend
the  terms  and  conditions  of  any Award or Award Agreement and accelerate the
exercisability  of  Options  or the lapse of restrictions relating to Restricted
Stock,  Restricted  Stock Units or other Awards; (vi) determine whether, to what
extent  and  under  what  circumstances Awards may be exercised in cash, Shares,
other  securities,  other  Awards  or  other property, or canceled, forfeited or
suspended;  (vii) determine whether, to what extent and under what circumstances
cash,  Shares,  promissory notes, other securities, other Awards, other property
and  other  amounts  payable  with  respect  to an Award under the Plan shall be
deferred  either  automatically  or at the election of the holder thereof or the
Committee;  (viii)  interpret  and  administer  the  Plan  and any instrument or
agreement,  including  an Award Agreement, relating to the Plan; (ix) establish,
amend, suspend or waive such rules and regulations and appoint such agents as it
shall  deem  appropriate for the proper administration of the Plan; and (x) make
any  other  determination  and  take  any  other action that the Committee deems
necessary  or  desirable  for  the administration of the Plan.  Unless otherwise
expressly  provided  in  the  Plan,  all  designations,  determina-tions,
interpretations  and  other  decisions  under or with respect to the Plan or any
Award  shall  be within the sole discretion of the Committee, may be made at any
time and shall be final, conclusive and binding upon any Participant, any holder
or  beneficiary  of  any Award and any employee of the Company or any Affiliate.
(b)     Delegation.  The  Committee may delegate its powers and duties under the
Plan  to  one  or  more  Directors  or a committee of Directors, subject to such
terms,  conditions  and  limitations  as the Committee may establish in its sole
discretion.
(c)     Power and Authority of the Board of Directors.  Notwithstanding anything
to  the  contrary  contained herein, the Board may, at any time and from time to
time,  without  any  further  action  of  the Committee, exercise the powers and
duties  of  the  Committee  under  the  Plan.
SECTION  4.     SHARES  AVAILABLE  FOR  AWARDS.
(a)     Shares  Available.  Subject to adjustment as provided in Section 4(c) of
the  Plan,  the  aggregate  number of Shares that may be issued under all Awards
under  the  Plan  shall  be  350,000.  Shares to be issued under the Plan may be
either  authorized  but unissued Shares or Shares acquired in the open market or
otherwise.  Any Shares that are used by a Participant as full or partial payment
to the Company of the purchase price relating to an Award, or in connection with
the  satisfaction  of  tax  obligations  relating  to  an  Award, shall again be
available for granting Awards (other than Options) under the Plan.  In addition,
if any Shares covered by an Award or to which an Award relates are not purchased
or  are  forfeited,  or if an Award otherwise terminates without delivery of any
Shares, then the number of Shares counted against the aggregate number of Shares
available  under  the Plan with respect to such Award, to the extent of any such
forfeiture  or  termination,  shall again be available for granting Awards under
the  Plan.
(b)     Accounting  for  Awards.  For  purposes  of  this Section 4, if an Award
entitles  the holder thereof to receive or purchase Shares, the number of Shares
covered  by  such  Award  or to which such Award relates shall be counted on the
date of grant of such Award against the aggregate number of Shares available for
granting  Awards  under  the  Plan.
(c)     Adjustments.  In  the  event that the Committee shall determine that any
dividend  or  other  distribution  (whether  in  the form of cash, Shares, other
securities  or  other  property),  recapitalization,  stock split, reverse stock
split,  reorganization,  merger, consolidation, split-up, spin-off, combination,
repurchase or exchange of Shares or other securities of the Company, issuance of
warrants  or  other nights to purchase Shares or other securities of the Company
or  other similar corporate transaction or event affects the Shares such that an
adjustment  is determined by the Committee to be appropriate in order to prevent
dilution  or  enlargement  of  the benefits or potential benefits intended to be
made  available  under  the Plan, then the Committee shall, in such manner as it
may  deem  equitable, adjust any or all of (i) the number and type of Shares (or
other  securities  or other property) that thereafter may be made the subject of
Awards,  (ii)  the  terms  and  conditions and the number and type of Shares (or
other  securities or other property) subject to outstanding Awards and (iii) the
purchase  or  exercise  price with respect to any Award; provided, however, that
the  number  of Shares covered by any Award or to which such Award relates shall
always  be  a  whole  number.
(d)     Award Limitations Under the Plan.  No Eligible Person may be granted any
Award  or  Awards  under  the  Plan, the value of which Award or Awards is based
solely on an increase in the value of the Shares after the date of grant of such
Award or Awards, for more than 100,000 Shares (subject to adjustment as provided
for  in  Section  4(c)  of the Plan), in the aggregate in any calendar year.  No
Eligible  Person may be granted any Award or Awards under the Plan, the value of
which  Award  or  Awards  is not based solely on an increase in the value of the
Shares  after  the  date  of grant of such Award or Awards, for more than 30,000
Shares  (subject  to adjustment as provided for in Section 4(c) of the Plan), in
the  aggregate  in  any  calendar  year.  The  foregoing  annual  limitation
specifically  includes  the grant of any Award or Awards representing "qualified
performance-based  compensation"  within  the  meaning  of Section 162(m) of the
Code.  The  foregoing  annual  limitations specifically include the grant of any
Award  or  Awards representing "qualified performance-based compensation" within
the  meaning  of  Section  162(m)  of  the  Code.
SECTION  5.     ELIGIBILITY.
     Any  Eligible  Person shall be eligible to be designated a Participant.  An
Incentive Stock Option may only be granted to full or part-time employees (which
term as used herein includes, without limitation, officers and Directors who are
also  employees),  and  an  Incentive  Stock  Option  shall not be granted to an
employee  of  an  Affiliate  unless  such  Affiliate  is  also  a  "subsidiary
corporation"  of the Company within the meaning of Section 424(f) of the Code or
any  successor  provision.
SECTION  6.     AWARDS.
(a)     Options.  The  Committee  is  hereby  authorized  to  grant  Options  to
Participants  with  the  following terms and conditions and with such additional
terms  and  conditions  not  inconsistent with the provisions of the Plan as the
Committee  shall  determine:
(i)     Exercise  Price.  The  purchase  price  per  Share  purchasable under an
Option  shall  be  determined  by  the  Committee;  provided, however, that such
purchase  price  shall not be less than 100% of the Fair Market Value of a Share
on  the  date  of  grant  of  such  Option.
(ii)     Option  Term.  The  term of each Option shall be fixed by the Committee
but  no  Option  shall  be exercisable more than ten years after the grant date.
(iii)     Time  and  Method of Exercise.  The Committee shall determine the time
or  times at which an Option may be exercised in whole or in part and the method
or methods by which, and the form or forms (including, without limitation, cash,
Shares,  promissory  notes, other securities, other Awards or other property, or
any  combination  thereof, having a Fair Market Value on the exercise date equal
to  the  relevant  exercise  price) in which, payment of the exercise price with
respect  thereto  may  be  made  or  deemed  to  have  been  made.
(iv)     Reload  Options.  The  Committee  is  hereby authorized to grant Reload
Options,  separately or together with another Option, pursuant to which, subject
to  the  terms and conditions established by the Committee, the Participant will
be  granted a new Option (the Reload Option) when payment of all or a portion of
the  exercise  price  of  a previously granted option is made by the delivery of
Shares  owned by the Participant, and/or when Shares are tendered or withheld as
payment of all or a portion of the amount to be withheld under applicable income
tax  laws  in connection with the exercise of an option.  The Reload Option will
be  an Option to purchase that number of Shares not exceeding the sum of (A) the
number  of  Shares  used  for  payment  of  the exercise price of the previously
granted  option to which such Reload Option relates and (B) the number of Shares
tendered  or  withheld  as payment of the amount to be withheld under applicable
tax  laws  in  connection  with  the exercise of the option to which such Reload
Option  relates.  Reload  Options  may  be  granted  with  respect  to  Options
previously  granted  under  the  Plan or with respect to options under any other
stock option plan of the Company or may be granted in connection with any Option
granted  under  the  Plan or under any other stock option plan of the Company at
the  time  of  such  grant.  Such Reload Options shall have a per share exercise
price equal to the Fair Market Value of one Share as of the date of grant of the
new  Reload  Option.
(b)     Stock  Appreciation Rights.  The Committee is hereby authorized to grant
Stock  Appreciation  Rights to Participants subject to the terms of the Plan and
any  applicable  Award  Agreement.  A Stock Appreciation Right granted under the
Plan shall confer on the holder thereof a right to receive upon exercise thereof
the  excess  of  (i)  the Fair Market Value of one Share on the date of exercise
(or,  if  the  Committee  shall determine, at any time during a specified period
before  or  after  the  date of exercise) over (ii) the grant price of the Stock
Appreciation  Right as specified by the Committee, which price shall not be less
than  100%  of  the  Fair  Market Value of one Share on the date of grant of the
Stock  Appreciation  Right.  Subject to the terms of the Plan and any applicable
Award  Agreement, the grant price, term, methods of exercise, dates of exercise,
methods  of  settlement  and  any  other  terms  and  conditions  of  any  Stock
Appreciation  Right  shall be as determined by the Committee.  The Committee may
impose such conditions or restrictions on the exercise of any Stock Appreciation
Right  as  it  may  deem  appropriate.
(c)     Restricted  Stock  and  Restricted Stock Units.  The Committee is hereby
authorized  to grant Restricted Stock and Restricted Stock Units to Participants
with  the  following  terms  and  conditions  and with such additional terms and
conditions  not  inconsistent  with  the provisions of the Plan as the Committee
shall  determine:
(i)     Restrictions.  Shares  of  Restricted  Stock  and Restricted Stock Units
shall  be  subject  to such restrictions as the Committee may impose (including,
without  limitation,  a  waiver  by  the  Participant of the right to vote or to
receive  any  dividend  or  other right or property with respect thereto), which
restrictions  may  lapse  separately or in combination at such time or times, in
such  installments  or  otherwise  as  the  Committee  may  deem  appropriate.
(ii)     Stock  Certificates.  Any Restricted Stock granted under the Plan shall
be  registered  in  the  name  of  the Participant and shall bear an appropriate
legend  referring  to  the terms, conditions and restrictions applicable to such
Restricted  Stock.  In  the  case  of Restricted Stock Units, no Shares shall be
issued  at  the  time  such  Awards  are  granted.
(iii)     Forfeiture.  Except  as  otherwise  determined  by the Committee, upon
termination  of  employment  (as  determined  under  criteria established by the
Committee)  during  the  applicable restriction period, all Shares of Restricted
Stock  and  all Restricted Stock Units at such time subject to restriction shall
be  forfeited  and  reacquired  by  the  Company;  provided,  however,  that the
Committee  may  waive in whole or in part any or all remaining restrictions with
respect to Shares of Restricted Stock or Restricted Stock Units.  Upon the lapse
or waiver of restrictions and the restricted period relating to Restricted Stock
Units  evidencing  the  right to receive Shares, such Shares shall be issued and
delivered  to  the  holders  of  the  Restricted  Stock  Units.
(d)     Performance  Awards.  The  Committee  is  hereby  authorized  to  grant
Performance  Awards  to  Partici-pants  subject to the terms of the Plan and any
applicable  Award Agreement.  A Performance Award granted under the Plan (i) may
be  denominated  or  payable  in  cash,  Shares  (including, without limitation,
Restricted  Stock and Restricted Stock Units), other securities, other Awards or
other  property and (ii) shall confer on the holder thereof the right to receive
payments,  in  whole  or in part, upon the achievement of such performance goals
during  such  performance  periods as the Committee shall establish.  Subject to
the  terms of the Plan and any applicable Award Agreement, the performance goals
to  be  achieved  during  any  performance period, the length of any performance
period,  the  amount of any Performance Award granted, the amount of any payment
or transfer to be made pursuant to any Performance Award and any other terms and
conditions  of  any  Performance  Award  shall  be  determined by the Committee.
(e)     Other  Stock Grants.  The Committee is hereby authorized, subject to the
terms  of  the Plan and any applicable Award Agreement, to grant to Participants
Shares  without  restrictions  thereon  as  are  deemed  by  the Committee to be
consistent  with  the  purpose  of  the  Plan.
(f)     Other  Stock-Based  Awards.  The Committee is hereby authorized to grant
to  Participants  subject  to  the  terms  of  the Plan and any applicable Award
Agreement, such other Awards that are denominated or payable in, valued in whole
or  in  part  by  reference  to,  or  otherwise  based  on or related to, Shares
(including,  without  limitation,  securities  convertible  into Shares), as are
deemed  by  the Committee to be consistent with the purpose of the Plan.  Shares
or  other  securities  delivered pursuant to a purchase right granted under this
Section  6(f)  shall  be  purchased for such consideration, which may be paid by
such  method  or  methods  and  in form or forms (including, without limitation,
cash, Shares, promissory notes, other securities, other Awards or other property
or  any  combination  thereof),  as  the Committee shall determine, the value of
which  consideration,  as  established  by the Committee, shall not be less than
100%  of the Fair Market Value of such Shares or other securities as of the date
such  purchase  right  is  granted.
(g)     General.
(i)     No  Cash  Consideration for Awards.  Awards shall be granted for no cash
consideration  or  for  such  minimal  cash  consideration as may be required by
applicable  law.
(ii)     Awards  May  Be  Granted  Separately  or  Together.  Awards may, in the
discretion  of  the  Committee,  be  granted  either alone or in addition to, in
tandem  with  or  in substitution for any other Award or any award granted under
any plan of the Company or any Affiliate other than the Plan.  Awards granted in
addition  to  or in tandem with other Awards or in addition to or in tandem with
awards  granted under any such other plan of the Company or any Affiliate may be
granted either at the same time as or at a different time from the grant of such
other  Awards  or  awards.
(iii)     Forms  of  Payment under Awards.  Subject to the terms of the Plan and
of  any  applicable  Award  Agreement,  payments  or transfers to be made by the
Company  or  an Affiliate upon the grant, exercise or payment of an Award may be
made  in such form or forms as the Committee shall determine (including, without
limitation,  cash,  Shares,  promissory notes, other securities, other Awards or
other  property or any combination thereof), and may be made in a single payment
or  transfer, in installments or on a deferred basis, in each case in accordance
with  rules  and  procedures  established  by  the  Committee.  Such  rules  and
procedures  may  include,  without  limitation,  provisions  for  the payment or
crediting  of  reasonable  interest  on  installment or deferred payments or the
grant  or  crediting  of  dividend  equivalents  with  respect to installment or
deferred  payments.
(iv)     Limits on Transfer of Awards.  No Award (other than Other Stock Grants)
and  no  right  under  any  such  Award  shall  be transferable by a Participant
otherwise  than  by  will  or by the laws of descent and distribution; provided,
however,  that,  if  so  determined  by the Committee, a Participant may, in the
manner  established  by  the  Committee,  transfer Options (other than Incentive
Stock  Options)  or  designate  a  beneficiary  or beneficiaries to exercise the
rights of the Participant and receive any property distributable with respect to
any  Award  upon  the  death  of the Participant.  Each Award or right under any
Award  shall  be  exercisable  during  the  Participant's  lifetime  only by the
Participant  or,  if  permissible  under  applicable  law,  by the Participant's
guardian  or  legal representa-tive.  No Award or right under any such Award may
be  pledged,  alienated,  attached  or  otherwise  encumbered, and any purported
pledge,  alienation,  attachment  or  encumbrance  thereof  shall  be  void  and
unenforceable  against  the  Company  or  any  Affiliate.
(v)     Term  of Awards.  The term of each Award shall be for such period as may
be  determined  by  the  Committee,  but  in  no  event  more  than  ten  years.
(vi)     Restrictions;  Securities  Exchange  Listing.  All  Shares  or  other
securities  delivered  under  the  Plan  pursuant  to  any Award or the exercise
thereof  shall  be  subject  to  such  restrictions  as  the  Committee may deem
advisable  under  the  Plan,  applicable  federal  or  state securities laws and
regulatory  requirements,  and the Committee may cause appropriate entries to be
made  or  legends to be affixed to reflect such restrictions.  If any securities
of  the  Company  are  traded on a securities exchange, the Company shall not be
required  to  deliver  any Shares or other securities covered by an Award unless
and until such Shares or other securities have been admitted for trading on such
securities  exchange.
(vii)     Performance-Based  Compensation.  Awards  under  Sections  6(c), 6(d),
6(e)  and  6(f)  may  be granted upon such terms and conditions as the Committee
determines  is  appropriate  or advisable in order for such awards to qualify as
performance-based  compensation  under  Section  162(m)  of  the  Code.  Without
limiting  the generality of the foregoing, the terms and conditions may be based
on  the achievement of objectives stated with respect to one or more Performance
Criteria.
SECTION  7.     CHANGE  IN  CONTROL  PROVISIONS.
(a)     Impact of Event.  Notwithstanding any other provision of the Plan to the
contrary,  in  the  event  of  a  Change  in  Control:
All Options and Stock Appreciation Rights outstanding as of the date such Change
in  Control  occurs  shall  become  fully  vested  and  exercisable.
The  restrictions  and  other  conditions  applicable  to  any Restricted Stock,
Restricted  Stock Unit, Other Stock Grant or Other Stock-Based Awards, including
vesting  requirements,  shall  lapse,  and  such Awards shall become free of all
restrictions  and  fully  vested.
The  value  of  all  outstanding  Options, Stock Appreciation Rights, Restricted
Stock,  Restricted  Stock Units, Other Stock Grants and Other Stock-Based Awards
shall, unless otherwise determined by the Committee at or after grant, be cashed
out  on  the basis of the "Change in Control Price," as defined in Section 7(c),
as of the date such Change in Control occurs or such other date as the Committee
may  determine  prior  to  the  Change  in  Control.
Any Performance Award that has been earned but not paid shall become immediately
payable  in  cash.
(b)     Definition  of  Change  in  Control.  A  "Change  in  Control" means the
happening  of  any  of  the  following  events:
if  (A)  any  "person"  (as such term is used in sections 13(d) and 14(d) of the
Exchange Act other than a trustee or other fiduciary holding securities under an
employee  benefit  plan  of  the  Company  or  a  corporation owned, directly or
indirectly,  by  the  shareholders  of  the  Company  in  substantially the same
proportions  as  their  ownership  of  stock  of  the Company, is or becomes the
"beneficial  owner"  (as defined in Rule 13d-3 under the Exchange Act), directly
or  indirectly,  of  securities  of  the Company representing 20% or more of the
combined  voting  power  of  the  Company's  then outstanding securities (a "20%
Holder");  or (B) during any period of two consecutive years, individuals who at
the  beginning  of  such period constitute the Board and any new Director (other
than  a  Director  designated by a person who has entered into an agreement with
the  Company  to  effect  a  transaction described in clauses (A) or (C) of this
subsection)  whose  election  by  the  Board  or  nomination for election by the
Company's  shareholders  was approved by a vote of at least three-fourths ( ) of
the Directors then still in office who either were Directors at the beginning of
the  period  or  whose  election  or  nomination  for election was previously so
approved,  cease for any reason to constitute a majority of the Directors of the
Company;  or  (C)  the  shareholders  of  the  Company  approve  a  merger  or
consolidation  of the Company with any other corporation, other than a merger or
consolidation  which  would  result  in  the  voting  securities  of the Company
outstanding  immediately  prior  thereto  continuing  to  represent  (either  by
remaining  outstanding  or  by  being  converted  into  voting securities of the
surviving  entity)  at  least  80%  of  the  combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately after
such  merger or consolidation, or the shareholders of the Company approve a plan
of  complete  liquidation  of  the  Company  or  an  agreement  for  the sale or
disposition  by  the  Company  of all or substantially all the Company's assets;
provided, however, that a Change of Control shall not be deemed to have occurred
under  clauses  (A)  or  (C) above if a majority of the Continuing Directors (as
defined  below)  determine within five business days after the occurrence of any
event  specified in clauses (A) or (C) above that control of the Company has not
in  fact  changed and it is reasonably expected that such control of the Company
in fact will not change.  Notwithstanding that, in the case of clause (A) above,
the  Board  shall  have  made  a  determination  of  the nature described in the
preceding sentence, if there shall thereafter occur any material change in facts
involving, or relating to, the 20% Holder or to the 20% Holder's relationship to
the Company, including, without limitation, the acquisition by the 20% Holder of
1% or more additional outstanding voting stock of the Company, the occurrence of
such  material  change  in facts shall result in a new Change of Control for the
purpose  of this Plan.  In such event, the second immediately preceding sentence
hereof shall be effective.  As used herein, the term "Continuing Director" shall
mean  any  member  of the Board on the date of the adoption of this Plan and any
successor  of a Continuing Director who is recommended to succeed the Continuing
Director  by  a  majority  of  Continuing  Directors.
(c)     Change  in  Control  Price.  "Change in Control Price" means the highest
price  per  share  paid  in  any  transaction  reported  on  the  New York Stock
Exchange-Composite  Transactions or paid or offered in any bona fide transaction
related  to  a change in control of the Company at any time during the preceding
60-day  period  as  determined  by  the  Committee,  except that, in the case of
Incentive Stock Options, such price shall be based only on transactions reported
for  the  date  on  which  such  Incentive  Stock  Options  are  cashed  out.
Notwithstanding  any  other  provision  of  the  Plan, upon a Change in Control,
unless  the  Committee  shall  determine  otherwise at grant, an Award recipient
shall  have  the  right,  by  giving  notice  to the Company within the exercise
period,  to  elect  to  surrender  all or part of the Option, Stock Appreciation
Right,  Restricted  Stock,  Restricted  Stock  Unit,  Other Stock Grant or Other
Stock-Based  Award to the Company and to receive in cash, within 30 days of such
notice,  an amount equal to the amount by which the "Change in Control Price" on
the  date  of  such  notice  shall exceed the exercise or grant price under such
Award,  multiplied  by  the number of Shares as to which the right granted under
this  Section  7  shall  have  been  exercised.
SECTION  8.     AMENDMENT  AND  TERMINATION;  ADJUSTMENTS.
(a)     Amendments  to  the  Plan.  The  Board  may  amend,  alter,  suspend,
discontinue  or  terminate  the  Plan  at  any  time;  provided,  however, that,
notwithstanding  any other provision of the Plan or any Award Agreement, without
the  approval of the shareholders of the Company, no such amendment, alteration,
suspension,  discontinuation  or  termination  shall  be  made that, absent such
approval:
(i)     would violate the rules or regulations of the New York Stock Exchange or
any  securities  exchange  upon  which  the  Shares  are  listed;
(ii)     would  cause  the  Company  to  be  unable,  under  the  Code, to grant
Incentive  Stock  Options  under  the  Plan;  or
(iii)     would  decrease  the  grant  or  exercise  price  of any Option, Stock
Appreciation  Right,  Other  Stock Grant or Other Stock Based Award to less than
the  Fair  Market  Value  on  the  date  of  grant.
(b)     Amendments  to  Awards.  The  Committee  may  waive any conditions of or
rights  of  the  Company  under  any  outstanding  Award,  prospectively  or
retroactively.  Except  as  otherwise provided herein or in the Award Agreement,
the  Committee  may  not  amend,  alter,  suspend,  discontinue or terminate any
outstand-ing  Award,  prospectively  or  retroactively,  if  such  action  would
adversely  affect the rights of the holder of such Award, without the consent of
the  Participant  or  holder  or  beneficiary  thereof.
(c)     Correction of Defects, Omissions and Inconsistencies.  The Committee may
correct  any  defect,  supply any omission or reconcile any inconsistency in the
Plan  or  any  Award  in the manner and to the extent it shall deem desirable to
carry  the  Plan  into  effect.
SECTION  9.     INCOME  TAX  WITHHOLDING;  TAX  BONUSES.
(a)     Withholding.  In  order  to  comply with all applicable federal or state
income  tax  laws  or  regulations, the Company may take such action as it deems
appropriate to ensure that all applicable federal or state payroll, withholding,
income  or  other  taxes,  which  are  the sole and absolute responsibility of a
Participant,  are  withheld  or  collected  from  such Participant.  In order to
assist  a  Participant in paying all or a portion of the federal and state taxes
required  to  be withheld or collected upon exercise or receipt of (or the lapse
of  restrictions  relating  to)  an  Award, the Committee, in its discretion and
subject  to such additional terms and conditions as it may adopt, may permit the
Participant  to satisfy such required tax obligation by (i) electing to have the
Company withhold a portion of the Shares otherwise to be delivered upon exercise
or  receipt of (or the lapse of restrictions relating to) such Award with a Fair
Market Value equal to the amount of such taxes or (ii) delivering to the Company
Shares  other than Shares assumable upon exercise or receipt of (or the lapse of
restrictions  relating  to)  such  Award  with  a Fair Market Value equal to the
amount  of such taxes.  The election, if any, must be made on or before the date
that  the  amount  of  tax  to  be  withheld  is  determined.
(b)     Tax  Bonuses.  The  Committee,  in  its  discretion,  shall  have  the
authority,  at  the  time  of  grant of any Award under this Plan or at any time
thereafter,  to  approve cash bonuses to designated Participants to be paid upon
their  exercise  or receipt of (or the lapse of restrictions relating to) Awards
in order to provide funds to pay all or a portion of federal and state taxes due
as  a  result  of  such exercise or receipt (or the lapse of such restrictions).
The  Committee  shall  have  full  authority  in its discretion to determine the
amount  of  any  such  tax  bonus.
SECTION  10.     GENERAL  PROVISIONS.
(a)     No  Rights  to  Awards.  No Eligible Person, Participant or other Person
shall  have  any  claim  to be granted any Award under the Plan, and there is no
obligation  for  uniformity  of  treatment  of Eligible Persons, Participants or
holders  or beneficiaries of Awards under the Plan.  The terms and conditions of
Awards  need  not be the same with respect to any Participant or with respect to
different  Participants.
(b)     Award  Agreements.  No  Participant  will  have  rights  under  an Award
granted  to such Participant unless and until an Award Agreement shall have been
duly  executed on behalf of the Company and, if requested by the Company, signed
by  the  Participant.
(c)     No  Limit  on Other Compensation Arrangements.  Nothing contained in the
Plan  shall  prevent the Company or any Affiliate from adopting or continuing in
effect  other or additional compensation arrangements, and such arrangements may
be  either  generally  applicable  or  applicable  only  in  specific  cases.
(d)     No Right to Employment.  The grant of an Award shall not be construed as
giving  a  Participant  the right to be retained in the employ or service of the
Company or any Affiliate, nor will it affect in any way the right of the Company
or  an  Affiliate  to  terminate such employment or service at any time, with or
without cause.  In addition, the Company or an Affiliate may at any time dismiss
a  Participant  from  employment or service free from any liability or any claim
under  the Plan or any Award, unless otherwise expressly provided in the Plan or
in  any  Award  Agreement.
(e)     Governing Law.  The validity, construction and effect of the Plan or any
Award, and any rules and regulations relating to the Plan or any Award, shall be
determined  in  accordance  with  the  laws  of  the  State  of  Vermont.
(f)     Severability.  If  any  provision of the Plan or any Award is or becomes
or  is  deemed  to  be  invalid, illegal or unenforceable in any jurisdiction or
would  disqualify  the  Plan or any Award under any law deemed applicable by the
Committee,  such  provision  shall  be construed or deemed amended to conform to
applicable  laws,  or if it cannot be so construed or deemed amended without, in
the determination of the Committee, materially altering the purpose or intent of
the  Plan or the Award, such provision shall be stricken as to such jurisdiction
or  Award,  and the remainder of the Plan or any such Award shall remain in full
force  and  effect.
(g)     No  Trust  or Fund Created.  Neither the Plan nor any Award shall create
or  be  construed  to create a trust or separate fund of any kind or a fiduciary
relationship between the Company or any Affiliate and a Participant or any other
Person.  To the extent that any Person acquires a right to receive payments from
the  Company  or  any  Affiliate  pursuant  to  an Award, such right shall be no
greater  than  the right of any unsecured general creditor of the Company or any
Affiliate.
(h)     No Fractional Shares.  No fractional Shares shall be issued or delivered
pursuant  to  the  Plan or any Award, and the Committee, shall determine whether
cash  shall  be paid in lieu of any fractional Shares or whether such fractional
Shares  or  any  rights  thereto  shall  be  canceled,  terminated  or otherwise
eliminated.
(i)     Headings.  Headings  are  given  to  the Sections and subsections of the
Plan  solely as a convenience, to facilitate reference.  Such headings shall not
be  deemed in any way material or relevant to the construction or interpretation
of  the  Plan  or  any  provision  thereof.
SECTION  11.     EFFECTIVE  DATE  OF  THE  PLAN.
The  Plan  was approved by the Board on February 9, 2004, subject to approval by
the  shareholders  of  the  Company  and the Vermont Public Service Board within
twelve  (12)  months  theretofore.  Any  Award  granted  under the Plan prior to
shareholder  and  Vermont  Public  Service  Board  approval of the Plan shall be
subject  to  shareholder  and Vermont Public Service Board approval of the Plan.
SECTION  12.     TERM  OF  THE  PLAN.
No  Award  shall  be granted under the Plan after February 7, 2009 or an earlier
date  of  discontinuation or termination established pursuant to Section 7(a) of
the  Plan.  However,  unless  otherwise  expressly provided in the Plan or in an
applicable Award Agreement, any Award theretofore granted may extend beyond such
date.