2003  SEC  Form  10-K  Exhibit  10-d-40



PERSONAL  AND  CONFIDENTIAL

February  10,  2004

Christopher  L.  Dutton
President  and  Chief  Executive  Officer
Green  Mountain  Power  Corporation
163  Acorn  Lane
Colchester,  VT  05446

Dear  Chris:

     Green  Mountain Power Corporation (the "Company") considers it essential to
the  best  interests  of its shareholders to foster the continuous employment of
key  management  personnel.  In  addition, the Board of Directors of the Company
(the  "Board")  recognizes  that  the  possibility of a change of control of the
Company  may  exist  and  the uncertainty and questions which it may raise among
management may result in the distraction or departure of management personnel to
the  detriment  of  the  Company  and  its  shareholders.

     The  Board  has  determined  that  appropriate  steps  should  be  taken to
reinforce and encourage the continued attention and dedication of members of the
Company's  management,  including  yourself,  to  their  assigned duties without
distraction  in  the  face  of  the  possibility  of  a change in control of the
Company,  although  no  such  change  is  known  to  be  contemplated.

     In  order  to  induce  you  to  remain  in the employ of the Company and in
consideration of your agreements set forth in subsections 4(ii), 6(ix), 6(x) and
6(xi)  hereof,  the Company agrees that you shall receive the severance benefits
set  forth  in  this  Agreement in the event your employment with the Company is
terminated  subsequent  to  a  "change in control of the Company" (as defined in
section  4 hereof and hereinafter a "Change of Control") under the circumstances
described  below.

1.     Term  of  Agreement.  This  Agreement shall commence on February 15, 2004
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Date")  and  shall  continue  in  effect  through  December  31, 2004; provided,
however,  that  commencing on January 1, 2005 and each January 1 thereafter, the
term  of  this Agreement shall automatically be extended for one additional year
unless,  not  later  than  September 30 of the preceding year, the Company shall
have  given  notice  that  it  does  not  wish  to  extend this Agreement.  This
Agreement shall replace, in its entirety, the Agreement, dated October 31, 2001,
as  amended,  between  you  and  the  Company.

2.     Terms  of  Employment  Before  a Change of Control.  Prior to a Change of
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Control,  your  terms of employment ("Terms of Employment") shall be as follows:

(a)     General  duties.  Excluding  periods of vacation and sick leave to which
you  are entitled, you will continue to exercise such authority and perform such
executive  duties  as  are  commensurate  with the authority being exercised and
duties  being  performed  by  you  immediately  before  the  Effective  Date.

(b)     Place  of  employment.  Your  services will be performed at the location
where  you  were employed immediately before the Effective Date.  If the Company
and  you  agree, however, the location of your employment may be changed without
affecting  your  rights  under  this  Agreement.

(c)     Expenses  generally.  You  are  entitled to receive prompt reimbursement
for all reasonable expenses you incur.  Reimbursement must be made in accordance
with  the  Company's  policies  and  procedures  in effect on the Effective Date
(which  may  include a requirement that you submit an itemized expense voucher).

(d)     Meetings,  conventions,  and  seminars.  You  are  encouraged  and  are
expected  to  attend  seminars,  professional  meetings  and  conventions,  and
educational  courses.  The  cost  of  travel, tuition or registration, food, and
lodging for attending those activities must be paid by the Company.  Other costs
are  your  expense,  unless  the Company authorizes those costs.  If those other
costs  are  authorized  expenses,  you  must  be reimbursed after satisfying the
Company's  policies  and  procedures for such reimbursement (which may include a
requirement  that  you  submit  an  itemized  expense  voucher).

(e)     Promotional expenses.  You are encouraged and are expected, from time to
time,  to  incur reasonable expenses for promoting the Company's business.  Such
promotional  expenses  include  travel,  entertainment (including memberships in
social  and  athletic  clubs),  professional  advancement, and community service
expenses.  You  agree  to  bear  those  expenses except to the extent that those
expenses  are incurred at the Company's specific direction or those expenses are
specifically  authorized  by  the  Company  as expenses that the Company may pay
directly  or  indirectly  through  reimbursement  to  you.

(f)     Outside  activities.  You  may  (i)  serve  on  corporate,  civic,  or
charitable  boards  or  committees;  (ii)  deliver  lectures,  fulfill  speaking
engagements,  or  teach  at  educational institutions; and (iii) manage personal
investments.  Such  activities  must  not  significantly  interfere  with  the
performance  of  your  responsibilities for the Company.  To the extent that any
such activities have been conducted by you before the Effective Date, such prior
conduct of activities and any subsequent conduct of activities similar in nature
and  scope  may  not  be  deemed  to  interfere  with  the  performance  of your
responsibilities  to  the  Company.

(g)     Compensation  and  fringe  benefits.  Your  compensation (including your
annual  base  salary  and  any  bonuses  or incentive compensation) and benefits
generally  are  the  same  as  those  in  effect  on  the  Effective Date.  Your
compensation  and  benefits  are,  however,  subject  to  periodic  review  and
adjustment  by  the Company.  This section of this Agreement does not change the
terms  of  any fringe benefit program or employee benefit plan maintained by the
Company and does not give you any additional vested interest in any compensation
or  benefit to which you are not already entitled under any such program or plan
on  the  Effective  Date.  Generally, your benefits include the following items,
all of which are subject to periodic review and adjustment: (i) You are entitled
to  receive  all  group  life,  accidental  death  and  dismemberment, long-term
disability, and medical insurance benefits available to you according to Company
policies and employee benefit plans maintained by the Company that are in effect
on the Effective Date; (ii) You are entitled to paid vacation in accordance with
the  Company's  policies in effect on the Effective Date; (iii) You are entitled
to  sick  leave  in  accordance  with  the  Company's  policies in effect on the
Effective Date; and (iv) You are entitled to participate in all employee benefit
plans  and  programs  in which you participate on the Effective Date, whether or
not  such plans or programs are subject to the Employee Retirement Income Act of
1974,  as  amended  ("ERISA"),  including  but  not  limited  to  the  Company's
Retirement  Plan,  Supplemental  Retirement Plan or any successor plans thereto,
any  incentive  compensation  plans  maintained  by the Company or any successor
thereto,  the  Company's Deferred Compensation Plan for Certain Officers and any
stock-based  compensation  plans  maintained  by  the Company or successor plans
thereto  and  any  savings  or  thrift  plan  maintained  by  the  Company,

3.     Extension  of  Agreement  Upon Change of Control.  If a Change of Control
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shall have occurred during the original or extended term of this Agreement, this
Agreement  shall  continue  in  effect  for a period of at least thirty-six (36)
months  beyond the month in which such Change of Control occurred.  The Terms of
Employment  set  forth in section 2 continue in effect after a Change of Control
and  may  not  be  changed  to terms and conditions less favorable than those in
effect  on  the  day  immediately  preceding  a  Change  of  Control.

4.     Change  of  Control.
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     (i)     No benefits shall be payable hereunder unless there shall have been
a  Change  of  Control,  as  set forth below.  For purposes of this Agreement, a
Change  of Control shall be deemed to have occurred if (A) any "person" (as such
term is used in sections 13(d) and 14(d) of the Securities Exchange Act of 1934,
as  amended  (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
(not including any period prior to the execution of this Agreement), individuals
who  at  the  beginning  of such period constitute the Board of Directors of the
Company  (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 two-thirds (2/3) 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 l% 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
Agreement.  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 this Agreement and any successor of a
Continuing  Director  who is recommended to succeed the Continuing Director by a
majority  of  Continuing  Directors.  If, following a Change of Control, you are
the  beneficial  owner  of  two  percent  or more of the then-outstanding equity
securities  of  the  Company,  or  its  successor in interest, a majority of the
Continuing  Directors  may elect, within five business days after such Change of
Control, to terminate any benefits payable to you under this Agreement after the
date  of  such  an  election  by  the  Continuing  Directors.

     (ii)     For  purposes  of  this Agreement, a "Potential Change of Control"
shall  be  deemed  to have occurred if (A) the Company enters into an agreement,
the consummation of which would result in the occurrence of a Change of Control;
(B)  any  person (including the Company) publicly announces an intention to take
or  to consider taking actions which if consummated would constitute a Change of
Control;  (C)  any  person,  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  proportion  as  their  ownership  of  stock  of  the  Company, becomes the
beneficial  owner,  directly  or  indirectly,  of  securities  of  the  Company
representing  5%  or  more  of  the  combined voting power of the Company's then
outstanding securities; or (D) the Board adopts a resolution to the effect that,
for purposes of this Agreement, a Potential Change of Control has occurred.  You
agree  that, subject to the terms and conditions of this Agreement, in the event
of  a  Potential Change of Control, you will remain in the employ of the Company
until  the earliest of (i) a date which is six (6) months from the occurrence of
such Potential Change of Control, (ii) the termination by you of your employment
by reason of Long-Term Disability or Retirement (at your normal retirement age),
as  defined  in subsection 5(i), or (iii) the occurrence of a Change of Control.


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5.     Termination  Following Change of Control.  If any of the events described
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in  subsection 4(i) hereof constituting a Change of Control shall have occurred,
you  shall be entitled to the benefits provided in subsection 6(iii) hereof upon
the  subsequent termination of your employment during the term of this Agreement
unless  such  termination  is (A) because of your death, Long-Term Disability or
Retirement,  (B)  by  the  Company  for Cause, or (C) by you other than for Good
Reason.

     (i)     Death,  Long-Term  Disability,  or  Retirement.  If, as a result of
your  incapacity  due  to  physical  or mental illness which is determined to be
total  and  permanent  and  to  prevent  you  from  performing,  with or without
reasonable  accommodation,  the  essential  functions  of  your  employment by a
physician  and any other consultants selected by the Company or its insurers and
acceptable  to you or your legal representative, you shall have been absent from
the  full-time  performance  of  your  duties  with  the  Company  for  six  (6)
consecutive  months,  and  within  thirty  (30)  days  after  written  notice of
termination is given you shall not have returned to the full-time performance of
your  duties,  your  employment  may  be terminated for "Long -Term Disability".
Termination by the Company or you of your employment based on "Retirement" shall
mean  termination  in accordance with the Company's retirement policy, including
early  retirement,  generally  applicable  to  its  salaried  employees  or  in
accordance  with  any  retirement arrangement established with your consent with
respect  to  you.  Your  death  ("Death") during the term of this Agreement will
terminate  the  Agreement.

     (ii)     Cause.  Termination  by the Company of your employment for "Cause"
shall  mean  termination  upon  (A)  the willful and continued failure by you to
substantially  perform your duties with the Company (other than any such failure
resulting  from  your  incapacity  due to physical or mental illness or any such
actual  or anticipated failure after the issuance of a Notice of Termination, by
you for Good Reason, as defined in subsection 5(iii)) after a written demand for
substantial  performance  is  delivered  to  you  by  the  Board,  which  demand
specifically  identifies  the  manner in which the Board  believes that you have
not  substantially  performed  your  duties,  (B) the willful engaging by you in
conduct  which  is  demonstrably  and  materially  injurious  to  the  Company,
monetarily  or otherwise, or (C) your willful and continued breach of a material
term  of this Agreement.  For purposes of this subsection, no act, or failure to
act,  on your part shall be deemed "willful" unless done, or omitted to be done,
by  you  not  in  good  faith  and without reasonable belief that your action or
omission  was  in  the  best  interest  of  the  Company.  Notwithstanding  the
foregoing,  you shall not be deemed to have been terminated for Cause unless and
until there shall have been delivered to you a copy of a resolution duly adopted
by  the  affirmative  vote  of  not less than three-quarters (3/4) of the entire
membership  of  the  Board  at  a  meeting of the Board called and held for such
purpose  (after  reasonable  notice  to you and an opportunity for you, together
with your counsel, to be heard before the Board), finding that in the good faith
opinion  of the Board you were guilty of conduct set forth above in clauses (A),
(B),  or  (C)  of  the  first  sentence  of  this  subsection and specifying the
particulars  thereof  in  detail.

     (iii)     Good  Reason.  You shall be entitled to terminate your employment
for  Good  Reason.  For  purposes  of  this Agreement, "Good Reason" shall mean,
without  your  express written consent, the occurrence after a Change of Control
of  any  of  the  following circumstances unless, in the case of paragraphs (A),
(E),  (F),  (G), (H) or (I), such circumstances are fully corrected prior to the
Date  of  Termination  specified  in  the  Notice  of Termination, as defined in
Subsections  6(iv)  and  6(v),  respectively,  given  in  respect  thereof:

     (A)     the  assignment  to you of any duties inconsistent with your status
as  President and Chief Executive Officer of Green Mountain Power Corporation or
a  substantial  adverse  alteration  in  the  nature  or  status  of  your
responsibilities  from  those  in  effect  immediately  prior  to  the Change of
Control;

     (B)     a  reduction by the Company in your annual base salary as in effect
on  the date hereof or as the same may be increased from time-to-time except for
across-the-board  salary  reductions  similarly  affecting all executives of the
Company  and  all  executives  of  any  person  in  control  of  the  Company;

     (C)     the  relocation  of  the  Company's  principal  executive  offices
(presently  located  at  163 Acorn Lane, Colchester, Vermont) to a location more
than  fifty  miles  distant  from  the  present  location prior to the Change of
Control,  or  the  closing  thereof,  or the Company's requiring you to be based
anywhere  other  than  within  fifty  miles  of the present location, except for
required  travel on the Company's business to an extent substantially consistent
with  your  present  business  travel  obligations;

     (D)     the failure by the Company, without your consent, to pay to you any
portion  of  your  current  compensation  except pursuant to an across-the-board
compensation  deferral similarly affecting all executives of the Company and all
executives  of  any  person  in  control  of  the  Company;

     (E)     the  failure  by  the  Company  to  offer you any compensation plan
introduced to other executives of similar responsibility or any substitute plans
adopted  prior  to  the  Change  of  Control,  unless  an  equitable arrangement
(embodied  in  an  ongoing  substitute  or  alternative plan) has been made with
respect  to  such  plan;  or  the  failure  by  the  Company  to  continue  your
participation  in  any  such  compensation  plan  (or  in  such  substitute  or
alternative plan) on a basis not materially less favorable, both in terms of the
amount  of  benefits  provided  and  the level of your participation relative to
other  participants,  as  existed  at  the  time  of  the  Change  of  Control;

(F)          the  failure  by  the  Company  to continue to provide you with the
benefits  substantially  similar  to  those  enjoyed  by  you  under  any of the
following plans or programs maintained by the Company at the time of a Change of
     Control  or  the  taking  of  any action which would directly or indirectly
materially reduce any of such benefits, including but not limited to: (i) fringe
benefits,  in  accordance with the Company's policies in effect at the time of a
Change  of  Control;  (ii)  group  life,  accidental  death  and  dismemberment,
long-term disability, and medical and dental insurance benefits available to you
according  to  Company  policies  and  employee  benefit plans maintained by the
Company  that  are  in  effect  at  the  time of a Change of Control; (iii) paid
vacation  in  accordance  with  your  agreements  with  the Company's and/or the
Company's policies in effect at the time of a Change of Control; (iv) sick leave
in  accordance  with the Company's policies in effect at the time of a Change of
Control;  and  (v) the Company's Retirement and Supplemental Retirement Plans or
any  successors  thereto,  any  incentive  compensation  plans maintained by the
Company  or  any successor thereto, the Company's Deferred Compensation Plan for
Certain  Officers,  any stock-based compensation plans maintained by the Company
or  successor  plans  thereto,  any  savings  or  thrift  plan maintained by the
Company,  whether  or  not  such  plans  or  programs  are  subject  to  ERISA;

(G)          any  action  by  the Company that eliminates, materially reduces or
jeopardizes  the  ability  of  the  Company to fulfill its obligations under the
Company's  Deferred  Compensation  or Supplemental Retirement Plan, or both such
plans,  including  by  way  of  example and not of limitation, the sale or other
disposition  of  assets  of  the  Company, and all, or substantially all, of the
proceeds  from  such  sale  or other disposition do not remain with the Company;

(H)          the  failure of the Company to obtain a satisfactory agreement from
any  successor  company  to  assume  and  agree  to  perform  this Agreement, as
contemplated  in  section  7  hereof;

(I)          any  purported termination of your employment which is not effected
pursuant  to  a  Notice of Termination satisfying the requirements of subsection
(iv)  below  (and if applicable, the requirements of subsection (ii) above); for
purposes of this Agreement, no such purported termination shall be effective; or

(J)          your  resignation,  if  tendered during the thirty days immediately
following  the first twelve months after a Change of Control; provided, however,
that,  if  the  Change  of  Control  occurs pursuant to subsection 4(i)(C), your
resignation  must  be  tendered during the thirty days immediately following the
first  twelve  months after the date the Company merges or consolidates with the
corporation  approved by the shareholders pursuant to subsection 4(i)(C) of this
Agreement.

     Your  right  to terminate your employment pursuant to this subsection shall
not  be  affected  by  your  incapacity due to physical or mental illness.  Your
continued employment shall not constitute consent to, or a waiver of rights with
respect  to,  any circumstance constituting Good Reason hereunder.  For purposes
of  this  subsection,  any  good  faith determination of Good Reason made by you
shall  be  conclusive.

     (iv)     Notice  of  Termination.  Any  purported  termination  of  your
employment  by  the Company or by you shall be communicated by written Notice of
Termination  to the other party hereto in accordance with section 9 hereof.  For
purposes  of this Agreement, a "Notice of Termination" shall mean a notice which
shall  indicate the specific termination provision in this Agreement relied upon
and  shall set forth in reasonable detail the facts and circumstances claimed to
provide  a  basis  for  termination  of  your  employment under the provision so
indicated.

     (v)     Date  of Termination.  "Date of Termination" shall mean (A) if your
employment is terminated for Long-Term Disability, thirty (30) days after Notice
of  Termination  is  given  (provided  that  you  shall not have returned to the
full-time  performance  of  your duties during such thirty (30) day period), and
(B)  if your employment is terminated pursuant to subsection (ii) or (iii) above
or for any other reason (other than Long-Term Disability), the date specified in
the  Notice  of  Termination  (which,  in  the case of a termination pursuant to
subsection  (ii)  above shall not be less than thirty (30) days, and in the case
of  a  termination  pursuant  to  subsection  (iii) above shall not be less than
fifteen  (15)  nor  more  than sixty (60) days, respectively, from the date such
Notice of Termination is given); provided that if within fifteen (15) days after
any  Notice of Termination (as determined without regard to this provision), the
party  receiving  such  Notice  of  Termination  notifies the other party that a
dispute  exists concerning the termination, the Date of Termination shall be the
date  on  which  the  dispute  is  finally  determined, either by mutual written
agreement  of  the  parties,  by  a  binding  arbitration  award,  or by a final
judgment,  order  or  decree  of a court of competent jurisdiction (which is not
appealable  or  with  respect to which the time for appeal therefrom has expired
and no appeal has been perfected); provided further that the Date of Termination
shall  be  extended  by a notice of dispute only if such notice is given in good
faith  and  the  party giving such notice pursues the resolution of such dispute
with reasonable diligence. Notwithstanding the pendency of any such dispute, the
Company  will  continue  to  pay  you  your full compensation in effect when the
notice giving rise to the dispute was given (including, but not limited to, base
salary)  and  continue  you  as  a  participant in all compensation, benefit and
insurance  plans  in which you were participating when the notice giving rise to
the  dispute was given, until the dispute is finally resolved in accordance with
this  subsection.  Amounts  paid  under  this  subsection are in addition to all
other amounts due under this Agreement and shall not be offset against or reduce
any  other  amounts  due  under  this  Agreement.

6.     Compensation Upon Termination or During Short-Term Disability.  Following
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a  Change  of  Control,  as defined by subsection 4(i), upon termination of your
employment  or during a period of Short-Term Disability you shall be entitled to
the  following  benefits:

     (i)     During  any  period  that you fail to perform your full-time duties
with  the  Company  as  a result of incapacity due to physical or mental illness
(hereinafter  "Short-Term  Disability")  you shall continue to receive your base
salary  at  the rate in effect at the commencement of the Short-Term Disability,
together with all compensation and benefits payable or available to you and your
family  under  any other plan in effect during such period, until this Agreement
is  terminated  pursuant to subsection 5(i) hereof.  Thereafter, or in the event
your  employment  shall  be  terminated  by  the Company or by you for Long-Term
Disability,  Retirement,  or  by  reason  of  your Death, your benefits and your
family's  or  heirs'  benefits,  if  applicable,  shall  be determined under the
Company's  retirement, insurance and other compensation programs with respect to
other  peer  executives  and  their  families  as  in  effect  on  the  Date  of
Termination,  or  if  more  favorable  to  you, your family or your heirs, as in
effect  during  the 120-day period immediately preceding a Change of Control, in
accordance  with the terms of such programs.  You, or, if applicable, your heirs
or  estate,  shall  also  receive  your  full  base  salary  through the Date of
Termination  at  the  rate in effect at the time Notice of Termination is given.

     (ii)     If your employment shall be terminated by the Company for Cause or
by  you  other  than for Good Reason, Long-Term Disability, Death or Retirement,
the  Company shall pay you your full base salary through the Date of Termination
at the rate in effect at the time Notice of Termination is given, plus all other
amounts  to which you are entitled under any compensation or benefit plan of the
Company at the time such payments are due, and the Company shall have no further
obligations  to  you  under  this  Agreement.

     (iii)     If  your employment by the Company shall be terminated (a) by the
Company  other  than for Cause, Retirement, Death or Long-Term Disability or (b)
by  you  for  Good  Reason,  then you shall be entitled to the benefits provided
below:

     (A)     The  Company shall pay you the following:  the sum of (1) your full
base  salary through the Date of Termination to the extent not theretofore paid,
(2)  the  product  of  (x)  the  higher  of (I) your most recent annual bonus or
variable  compensation  award and (II) the annual bonus or variable compensation
award  paid  or  payable,  including any bonus or portion thereof which has been
earned  but deferred (and annualized for any fiscal year consisting of less than
twelve  full  months or during which you were employed for less than twelve full
months),  for  the  most  recently  completed  fiscal  year  since the Change of
Control,  if  any,  and  (y) a fraction, the numerator of which is the number of
days  in  the  current  fiscal  year  through  the  Date of Termination, and the
denominator  of  which  is 365 and (3) any accrued vacation or sick pay, in each
case  to  the  extent  not  theretofore  paid;

     (B)     In  lieu  of  any  further  salary  payments  to  you  for  periods
subsequent to the Date of Termination, the Company shall pay as severance pay to
you  a  lump sum severance payment (the "Severance Payment") equal to 2.99 times
the  sum  of  your  base  salary  for the year in which your Date of Termination
occurs  plus  the  target  short-term  incentive bonus (or if there is no target
short-term incentive bonus payable for such year, the actual amount of your most
recent  short-term  incentive  bonus)  that  would  be  payable  for  such year.

     (C)     The  Company  shall pay to you all legal fees and expenses incurred
by you as a result of such termination (including all such fees and expenses, if
any,  incurred  in contesting or disputing any such termination or in seeking to
obtain  or  enforce  any  right  or  benefit  provided  by  this Agreement or in
connection  with  any  tax audit or proceeding to the extent attributable to the
application  of  section  4999  of  the  Code to any payment or benefit provided
hereunder),  such  payment  to  be  made  at  the later of the times provided in
paragraph  (D),  below  or  within  five (5) days after your request for payment
accompanied  with  such  evidence  of  fees and expenses incurred as the Company
reasonably  may  require.

(D)     In  addition,  if  the  excise  tax  imposed  under Code section 4999 on
"excess parachute payments," as defined in Code section 280G, is provoked by (i)
any  amount  paid  or payable to or for the benefit of you under this section as
legal  fees  and expenses, or (ii) any payments or benefits which you receive or
have  the right to receive from the Company (including the Severance Payment) or
any  affiliated  entity  or  any  payments or benefits under any plan or program
maintained  by  the Company or any affiliated entity, the Company must indemnify
you  and  hold  you  harmless  against  all  claims, losses, damages, penalties,
expenses,  and  excise  taxes, subject to the limit set forth in the immediately
following sentence.  To effect this indemnification, the Company must pay you an
additional  amount  that  is  sufficient  to  pay any excise tax imposed by Code
section  4999 on the payments and benefits to which you are entitled without the
additional  amount, plus the excise and income taxes on the additional amount up
to  a maximum of $903,000.  The determination of any additional amount that must
be  paid  under  this  section  must  be  made  by  the  Company  in good faith.

(E)     The  payments  provided  for in paragraphs (B), (C) and (D) above, shall
(except  as  otherwise  provided  therein)  be made not later than the fifth day
following  the  Date  of  Termination, provided, however, that if the amounts of
such  payments  cannot  be finally determined on or before such day, the Company
shall  pay  to  you  on such day an estimate, as determined in good faith by the
Company,  of  the minimum amount of such payments and shall pay the remainder of
such  payments  (together  with  interest  at  the  rate  provided  in  section
1274(b)(2)(B)  of  the Code) as soon as the amount thereof can be determined but
in  no  event later than the thirtieth day after the Date of Termination. In the
event  that the amount of the estimated payments exceeds the amount subsequently
determined  to have been due, such excess shall constitute a loan by the Company
to  you,  payable  on  the  fifth day after demand by the Company (together with
interest  at  the  rate  provided  in  section  1274(b)(2)(B)  of  the  Code).

     (iv)     If  your  employment  shall be terminated (A) by the Company other
than for Cause, Retirement or Disability or (B) by you for Good Reason, then for
a thirty-six (36) month period after such termination, the Company shall provide
you  and your family at Company expense with group life, disability, medical and
dental  insurance  benefits  substantially  similar  to those which you and your
family  are  receiving  immediately  prior  to  the  Notice of Termination.  The
Company  shall  pay any applicable premiums on behalf of you and your family for
continuation  of  medical  coverage  under  the  Consolidated  Omnibus  Budget
Reconciliation Act of 1985, as amended ("COBRA").  Benefits otherwise receivable
by you and your family pursuant to this subsection 6(iv) shall be reduced to the
extent  comparable  benefits are actually received by you and your family during
the  thirty-six  (36)  month  period  following  your  termination, and any such
benefits  actually  received  by  you  and  your family shall be reported to the
Company.

     (v)     If  your  employment  shall  be terminated (A) by the Company other
than  for  Cause,  Retirement  or  Long-Term  Disability  or (B) by you for Good
Reason,  then  in  addition to the retirement benefits to which you are entitled
under  the  Company's  Retirement  Plan  and Supplemental Retirement Plan or any
successor  plans  thereto,  the Company shall pay you in cash at the time and in
the  manner  provided in paragraph (E) of subsection 6(iii), a lump sum equal to
the actuarial equivalent of the excess of (x) the retirement pension (determined
as  a  straight  life annuity commencing at age sixty-five) which you would have
accrued  under the terms of the Company's Retirement Plan  without regard to any
amendment  to  the  Company's  Retirement  Plan  made  subsequent to a Change of
Control  and  on  or prior to the Date of Termination, which amendment adversely
affects  in  any  manner  the  computation  of  retirement  benefits thereunder,
determined as if you were fully vested thereunder and had accumulated (after the
Date  of  Termination)  thirty-six  (36)  additional  months  of  service credit
thereunder  at  your  highest annual rate of compensation during the twelve (12)
months  immediately  preceding  the  Date of Termination over (y) the retirement
pension  (determined  as  a  straight life annuity commencing at age sixty-five)
which  you  had  then  accrued  pursuant  to  the  provisions  of  the Company's
Retirement  Plan.  For  the  purposes of this subsection, "actuarial equivalent"
shall  be  determined  using the same methods and assumptions utilized under the
Company's  Retirement  Plan  immediately  prior  to  the  Change  of  Control.

(vi)     The  Company  shall,  at its sole expense as incurred, provide you with
outplacement  services  the scope and provider of which shall be selected by you
in  your  sole  discretion.  The  Company  shall be required to provide you with
outplacement  services for a reasonable period of time and at a reasonable cost.

(vii)     Offsets  Against  Severance  Payment.

     (A)     The  Severance  Payment  to  which  you  are  entitled  under  this
Agreement  may be reduced under this subsection, but not below zero.  Reductions
in the Severance Payment must be made under this subsection in the manner herein
described.  The  Company  must make any required determination or calculation in
good  faith.

(B)     You  are  not  required  to  seek  or  accept any employment that is not
Comparable Employment.  If you obtain any employment during the months remaining
in  your  employment period after the Date of Termination, the Severance Payment
must  be  reduced  by  all  amounts  actually earned by you from such employment
during  those  months;  except  that  no  such  reduction may be made because of
earnings from employment in which you could have engaged while you were employed
by  the  Company.  For example, the Severance Payment may not be reduced because
of  your  fees for service as a director of a corporation other than the Company
or  your  earnings  from  part-time employment or from any other employment that
would  not have impaired your ability to perform the duties described in section
2  of  this  Agreement.

(C)     During  the months remaining in your employment period after the Date of
Termination  and  unless  you  are  then  eligible to retire under the Company's
Retirement  Plan,  you  must  seek  and accept any Comparable Employment that is
offered  to  you.  If  the  Company  establishes  that Comparable Employment was
offered to you and that you did not accept it, the full amount of wages that you
could  have  earned  from Comparable Employment reduces the Severance Payment to
which  you  are  entitled  under  this  Agreement.

(D)     For  purposes  of this Agreement, Comparable Employment means employment
that  entitles  you  to  the  same  (or  higher)  total  compensation (including
employment  related  benefits) to which you were entitled immediately prior to a
Change  of  Control  and  to similar status, title(s), office(s), and management
responsibilities;  employment  with a general character and grade similar to the
general  character  and  grade  of  your former employment with the Company; and
employment  suited to your education, training, and experience.  For purposes of
the  Agreement,  employment  is  not Comparable Employment if such employment is
located  more  than  forty miles from the location at which you are based on the
Date  of  Termination;  is  short-term  or temporary employment; entitles you to
total  compensation  that  is  less  than  the  total  compensation  (including
employment  related  benefits) to which you were entitled immediately prior to a
Change  of  Control;  requires  you  to  take serious bodily or financial risks;
entitles  you  to  a  lower  status,  title(s),  office(s),  and  management
responsibilities;  or would not have impaired your ability to perform the duties
described  in  section  2  of  this  Agreement.

(E)     To  prevent  hardship,  repayment  of  the  Severance Payment under this
section  may  be  made  by you in installments, determined in the Company's sole
discretion,  but  a  repayment  arrangement may not be used as a disguised loan.

     (viii)     In  addition  to  all  other  amounts  payable to you under this
section  6,  you  shall be entitled to receive all benefits payable to you under
the  Company's Retirement Plan, Savings and Thrift Plan, Supplemental Retirement
Plan  and  any  other  plan  or  agreement  relating  to  retirement  benefits.

     (ix)     Subject  to  the  Company  satisfying its obligations described in
this  Section  6,  you  agree that for eighteen (18) months following receipt of
your  Severance  Payment,  you  will  not,  without prior written consent of the
Company:  (A) personally engage in Competitive Activities (as defined below); or
(B)  work  for,  own, manage, operate, control, or participate in the ownership,
management, operation, or control of, or provide consulting or advisory services
to  or  permit  your  name  to  be  used  in  connection  with,  any individual,
partnership,  firm,  corporation,  or  institution  engaged  in  Competitive
Activities,  or  any  company  or  person  affiliated with such person or entity
engaged  in  Competitive Activities; provided that your purchase or holding, for
investment  purposes,  of  securities  of  a  publicly-traded  company shall not
constitute  "ownership"  or  "participation  in  ownership" for purposes of this
paragraph  so long as your equity interest in any such company is less than five
percent  (5%).

     (x)     For  purposes  of  this  Agreement,  "Competitive Activities" means
business  activities in New England which are the same or similar or competitive
with  those  engaged in by the Company and its subsidiaries and affiliates (and,
for  any  period  while  you  are an employee of the Company those subsidiaries,
affiliates  and  businesses  of  the  Company  that  cease  to  be  affiliates,
subsidiaries  or  businesses  of  the  Company  while you are an employee of the
Company)  or which relate to products or services of the same or similar type as
the  products  or  services  (i)  which  are  sold  (or, pursuant to an existing
business plan, will be sold) to customers of the Company and its subsidiaries or
affiliates, (and, for any period while you are an employee of the Company, those
subsidiaries,  affiliates  and  businesses  of  the  Company  that  cease  to be
affiliates,  subsidiaries or businesses of the Company while you are an employee
of  the  Company)  and  (ii)  for  which  you  then have responsibility to plan,
develop,  manage, market, or oversee, or had any such responsibility within your
most  recent  twelve  (12)  months  of  employment  with  the  Company.

     (xi)     Subject  to  the  Company  satisfying its obligations described in
this  Section  6,  you  agree that for eighteen (18) months following receipt of
your  Severance  Payment,  you  will  not,  without  the  written consent of the
Company:  (A) recruit or solicit any employee of the Company or its subsidiaries
or  affiliates  for  employment  or  for  retention  as  a consultant or service
provider;  (B)  hire or participate (with another company or third party) in the
process  of  hiring  any  person  who  is then an employee of the Company or its
subsidiaries  or affiliates, or provide names or other information about Company
employees or employees of the Company's subsidiaries or affiliates to any person
or  business under circumstances which could lead to the use of that information
for purposes of recruiting or hiring; (C) interfere with the relationship of the
Company  or its subsidiaries or affiliates with any of its employees, agents, or
representatives;  (D)  solicit or induce, or in any manner attempt to solicit or
induce,  any client, customer, or prospect of the Company or its subsidiaries or
affiliates  (1)  to  cease being, or not to become, a customer of the Company or
its  subsidiaries  or affiliates, or (2) to divert any business of such customer
or  prospect  from  the Company or its subsidiaries or affiliates; (E) otherwise
interfere  with,  disrupt,  or  attempt  to  interfere  with  or  disrupt,  the
relationship, contractual or otherwise, between the Company and its subsidiaries
or  affiliates  and  any  of  their  customers  clients,  prospects,  suppliers,
consultants,  or employees or (F) make or publish any statement which is, or may
reasonably  be  considered  to  be,  disparaging  to  the  Company or any of its
subsidiaries  or affiliates, or directors, officers, employees or the operations
or  products  of  the  Company  or  any  of  its  subsidiaries  or  affiliates.

7.     Agreement  Binding  on  Successors.
       ----------------------------------

     (i)     The Company will require any successor (whether direct or indirect,
by  purchase, merger, consolidation or otherwise) to all or substantially all of
the  business  and/or  assets  of  the  Company to expressly assume and agree to
perform  this  Agreement  in  the  same  manner  and to the same extent that the
Company  would  be required to perform it if no such succession had taken place.
Failure  of  the  Company  to  obtain such assumption and agreement prior to the
effectiveness  of  any  such  succession shall be a breach of this Agreement and
shall entitle you to compensation from the Company in the same amount and on the
same  terms  as  you  would  be  entitled  to  hereunder  if  you terminate your
employment  for  Good  Reason  following  a  Change  of Control, except that for
purposes  of  implementing  the foregoing, the date on which any such succession
becomes  effective  shall  be  deemed  the Date of Termination.  As used in this
Agreement,  "Company"  shall  mean  the Company as herein before defined and any
successor to its business and/or assets as aforesaid which assumes and agrees to
perform  this  Agreement  by  operation  of  law,  or  otherwise.

     (ii)     This Agreement shall inure to the benefit of and be enforceable by
your  personal  or legal representatives, executors, administrators, successors,
heirs,  distributees, devisees and legatees.  If you should die while any amount
would  still  be payable to you hereunder if you had continued to live, all such
amounts,  unless otherwise provided herein, shall be paid in accordance with the
terms  of this Agreement to your devisee, legatee or other designee or, if there
is  no  such  designee,  to  your  estate.

8.     Subsidiary  Corporations.  Upon approval of the Board of Directors of the
       ------------------------
appropriate  wholly-owned subsidiary, this Agreement shall apply to an executive
of  any wholly-owned subsidiary of the Company with the same force and effect as
if  said executive were employed directly by the Company.  Upon approval by said
subsidiary's  Board  of  Directors, the executive of the wholly-owned subsidiary
shall  be  entitled  to  the  same benefits from the Company as those granted to
executives  of  the  Company.  For purposes of this Agreement the transfer of an
employee from the Company to any wholly-owned subsidiary of the Company, or from
any  wholly-owned subsidiary to the Company, or from one wholly-owned subsidiary
to another shall not constitute a termination of such employee's employment.  As
applied to an executive of a wholly-owned subsidiary, the duties and obligations
of  the Company shall, wherever appropriate, refer to the duties and obligations
of  the Company's wholly-owned subsidiary which employs the executive; provided,
however,  that  the Company rather than the wholly-owned subsidiary shall remain
liable  to  the  executive  for  payment  of  benefits  due  hereunder.

9.     Notice.  For  the  purpose  of  this  Agreement,  notices  and  all other
       ------
communications  provided  for in this Agreement shall be in writing and shall be
deemed  to  have  been  duly  given  when  delivered  or mailed by United States
registered  mail,  return  receipt  requested, postage prepaid, addressed to the
respective  addresses  set  forth  on the first page of this Agreement, provided
that  all  notice to the Company shall be directed to the attention of the Board
with  a copy to the Secretary of the Company, or to such other address as either
party  may have furnished to the other in writing in accordance herewith, except
that  notice  of  change  of  address  shall  be  effective  only  upon receipt.

10.     Miscellaneous.  No  provision  of this Agreement may be modified, waived
        -------------
or  discharged  unless  such  waiver, modification, or discharge is agreed to in
writing  and signed by you and such officer as may be specifically designated by
the  Board.  No  waiver  by either party hereto at any time of any breach by the
other  party  hereto  of, or compliance with, any condition or provision of this
Agreement  to  be  performed  by  such  other  party shall be deemed a waiver of
similar  or  dissimilar  provisions or conditions at the same or at any prior or
subsequent  time.  This Agreement supersedes any previous agreements between the
Company  and  you  on  the  matters  herein  addressed.  No  agreements  or
representations,  oral  or  otherwise,  express  or implied, with respect to the
subject matter hereof have been made by either party which are not expressly set
forth  in  this  Agreement.  The  validity,  interpretation,  construction  and
performance  of  this  Agreement  shall  be governed by the laws of the State of
Vermont.  All  reference  to  sections  of the Exchange Act or the Code shall be
deemed also to refer to any successor provisions to such sections.  Any payments
provided  for hereunder shall be paid net of any applicable withholding required
under federal, state or local law.  The obligations of the Company under section
6  shall  survive  the  expiration  of  the  term  of  this  Agreement.

11.     Non-exclusivity  of  Rights.  Nothing in this Agreement shall prevent or
        ---------------------------
limit  your  continuing  or future participation in any plan, program, policy or
practice  provided  by  the  Company  or any of its affiliated companies and for
which  you  may  qualify.  Amounts  which  are  vested benefits or which you are
otherwise  entitled to receive under any plan, policy, practice or program of or
any contract or agreement with the Company or any of its affiliated companies at
or  subsequent  to  a Change of Control shall be payable in accordance with such
plan,  policy, practice or program or contract or agreement except as explicitly
modified  by  this  Agreement.

12.     Confidentiality.
        ---------------

     (i)     Confidential  information.  You  must  hold in a fiduciary capacity
for  the  benefit  of  the  Company  all  secret  or  confidential  information,
knowledge,  or  data relating to the Company and its business, which is obtained
by  you  during your employment by the Company and which is not public knowledge
(other  than  by  acts  by  you  or  your  representatives  in violation of this
Agreement).  After the termination of your employment with the Company, you must
not,  without  the  Company's  prior written consent, communicate or divulge any
such  information, knowledge, or data to anyone other than the Company and those
designated  by  it to receive such information, knowledge, or data.  In no event
may  an  asserted  violation of this section constitute a basis for deferring or
withholding  any  amounts  otherwise  payable  to  you  under  this  Agreement.

     (ii)     Records  and  files.  All records and files concerning the Company
or  the Company's clients and customers belong to and remain the property of the
Company.

13.     Termination  of  Employment Prior to a Change of Control of the Company.
        -----------------------------------------------------------------------
You and the Company acknowledge that prior to a Change of Control or a Potential
Change  of  Control,  your  employment  may  be  terminated  by  the  Company in
accordance  with the notice provisions set forth in section 1 of this Agreement,
and  by  you  at  any time, in which case you shall have no further rights under
this  Agreement.

14.     Anti-assignment.  You may not assign, alienate, anticipate, or otherwise
        ---------------
encumber  any  rights,  duties, or amounts that you might be entitled to receive
under  this  Agreement.

15.     Validity.  The  invalidity  or unenforceability of any provision of this
        --------
Agreement shall not affect the validity or enforceability of any other provision
of  this  Agreement,  which  shall  remain  in  full  force  and  effect.

16.     Funding.  The  Company  is  not  required  to establish a trust or other
        -------
funding  vehicle  to  pay  benefits  under  this Agreement, except to the extent
otherwise  required  by  the  Code or ERISA with respect to any employee benefit
plan.

17.     Counterparts.  This  Agreement  may be executed in several counterparts,
        ------------
each  of  which shall be deemed to be an original but all of which together will
constitute  one  and  the  same  instrument.

18.     Arbitration.  Any  dispute or controversy arising under or in connection
        -----------
with  this  Agreement shall be settled exclusively by arbitration in Burlington,
Vermont  in  accordance  with  the rules of the American Arbitration Association
then  in effect.  Judgment may be entered on the arbitrator's award in any court
having  jurisdiction;  provided,  however,  that  you  shall be entitled to seek
specific  performance  of  your  right  to be paid until the Date of Termination
during the pendency of any dispute or controversy arising under or in connection
with  this  Agreement.

19.     Governing Law.     This Agreement shall be governed by the laws of State
        -------------
of  Vermont.


<PAGE>
ACKNOWLEDGMENT  OF  ARBITRATION

     The  parties hereto understand that this Agreement contains an agreement to
arbitrate.  After  signing  this document, the parties understand that they will
not  be  able  to bring a lawsuit concerning any dispute that may arise which is
covered  by  the  arbitration  agreement,  unless  it  involves  a  question  of
constitutional  or  civil  rights.  Instead the parties agree to submit any such
dispute  to  an  impartial  arbitrator.

     This  letter  is submitted in duplicate.  If it sets forth our agreement on
the  subject  matter  hereof,  kindly sign both copies and return one copy to me
within  thirty  (30)  days  (after  which  this offer of severance benefits will
lapse).  These  letters  will  then  constitute  our  agreement on this subject.



     By:     /s/Nordahl  L.  Brue
             --------------------
     Nordahl  L.  Brue,  Chairman
     Board  of  Directors
     Green  Mountain  Power  Corporation




Agreed  to  this  10th  day  of  February,  2004



/s/Christopher  L.  Dutton
--------------------------
Christopher  L.  Dutton
President  and  Chief  Executive  Officer
Green  Mountain  Power  Corporation