2002  SEC  Form  10-K  Exhibit  4-b-19
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                        GREEN MOUNTAIN POWER CORPORATION
                                       TO
                              THE BANK OF NEW YORK
   [SUCCESSOR TO UNITED STATES TRUST COMPANY OF NEW YORK, SUCCESSOR TO THE CHASE
  MANHATTAN BANK (NATIONAL ASSOCIATION), SUCCESSOR TO THE CHASE NATIONAL BANK OF
                         THE CITY OF NEW YORK], TRUSTEE



                       SEVENTEENTH SUPPLEMENTAL INDENTURE
                          DATED AS OF DECEMBER 1, 2002



                                 SUPPLEMENTAL TO
                           INDENTURE OF FIRST MORTGAGE
                                AND DEED OF TRUST
                          DATED AS OF FEBRUARY 1, 1955

THIS IS A SECURITY AGREEMENT RELATING TO PERSONAL PROPERTY AS WELL AS A MORTGAGE
                       UPON REAL ESTATE AND OTHER PROPERTY


<PAGE>
======

     18

     This  SEVENTEENTH  SUPPLEMENTAL INDENTURE dated as of December 1, 2002 made
by  GREEN  MOUNTAIN  POWER  CORPORATION, as debtor (its Federal Tax Number being
03-0127430),  a  corporation  duly  organized and existing under the laws of the
State  of  Vermont  (hereinafter  sometimes called the "Company"), whose mailing
address and address of its chief executive office is 163 Acorn Lane, Colchester,
Vermont  05446,  party of the first part, and THE BANK OF NEW YORK [successor to
United  States  Trust Company of New York, successor to The Chase Manhattan Bank
(National  Association), successor to The Chase National Bank of the City of New
York], as Trustee and secured party (its Federal Tax number being 13-5160382), a
corporation  existing  under  the  laws  of the State of New York and having its
principal corporate trust office at 101 Barclay Street, New York, New York 10286
(hereinafter  sometimes  called  the  "Trustee"),  party  of  the  second  part.
WHEREAS, the Company has heretofore executed and delivered an Indenture of First
Mortgage and Deed of Trust dated as of February 1, 1955 (herein sometimes called
the  "Original  Indenture"),  to  secure,  as provided herein, its bonds (in the
Original Indenture and herein called the "Bonds"), to be designated generally as
its  "First  Mortgage Bonds", and to be issued in one or more series as provided
in  the  Original  Indenture;
WHEREAS,  the Company has heretofore executed and delivered a First Supplemental
Indenture dated as of April 1, 1961, a Second Supplemental Indenture dated as of
January  1,  1966,  a  Third  Supplemental Indenture dated as of July 1, 1968, a
Fourth  Supplemental Indenture dated as of October 1, 1969, a Fifth Supplemental
Indenture  dated as of December 1, 1973, a Sixth Supplemental Indenture dated as
of June 1, 1975, a Seventh Supplemental Indenture dated as of August 1, 1976, an
Eighth Supplemental Indenture dated as of December 1, 1979, a Ninth Supplemental
Indenture  dated as of July 15, 1985, a Tenth Supplemental Indenture dated as of
June 15, 1989, an Eleventh Supplemental Indenture dated as of September 1, 1990,
a  Twelfth  Supplemental  Indenture  dated  as  of  March  1, 1992, a Thirteenth
Supplemental  Indenture  dated  as  of  March 1, 1992, a Fourteenth Supplemental
Indenture dated as of November 1, 1993, a Fifteenth Supplemental Indenture dated
as  of  November  1,  1993  and  a  Sixteenth Supplemental Indenture dated as of
December  1,  1995  supplementing  and modifying the Original Indenture, each of
which  Supplemental Indentures provided for, among other things, the creation of
a  new  series  of  First  Mortgage  Bonds;
WHEREAS,  pursuant  to  the  Original  Indenture, as heretofore supplemented and
modified,  there  have  been  executed,  authenticated, delivered and issued and
there  are  now  outstanding  First  Mortgage  Bonds  of series and in principal
amounts  as  follows:
                                    ISSUED AND
                             TITLE     OUTSTANDING
                             ------     ------------
First  Mortgage  Bonds,  6.29%  Series  due  2002      8,000,000
First  Mortgage  Bonds,  6.41%  Series  due  2003      8,000,000
First  Mortgage  Bonds,  7.05%  Series  due  2006      4,000,000
First  Mortgage  Bonds,  7.18%  Series  due  2006      10,000,000
First  Mortgage  Bonds,  6.70%  Series  due  2018      15,000,000
First  Mortgage  Bonds,  9.64%  Series  due  2020      9,000,000
First  Mortgage  Bonds,  8.65%  Series  due  2022      13,000,000

     WHEREAS,  the Board of Directors of the Company has established a series of
Bonds  to  be designated First Mortgage Bonds, 6.04% Series due December 1, 2017
(herein  sometimes  called  "Bonds  of  the 2017 Series"), and has authorized an
issue  of  Forty-Two Million Dollars ($42,000,000) principal amount thereof, and
the  Company  has  complied or will comply with all provisions required to issue
additional  Bonds  provided  for  in  the  Original  Indenture;
WHEREAS,  the  Company  desires  to  execute  and  deliver  this  Seventeenth
Supplemental  Indenture,  in  accordance  with  the  provisions  of the Original
Indenture,  for  the purposes, among others, of (a) further assuring, conveying,
mortgaging  and  assigning unto the Trustee certain additional property acquired
by  the  Company,  (b)  providing  for  the  creation  of a new series of Bonds,
designating  the  series to be created and specifying the form and provisions of
the  Bonds  of  such  series  and  (c)  adding  to  the  Original  Indenture, as
supplemented  and  modified,  other  covenants  and  agreements  to be hereafter
observed  by the Company (the Original Indenture, as heretofore supplemented and
modified  and as hereby supplemented and modified, being herein sometimes called
the  "Indenture");  and
WHEREAS,  all  acts and proceedings required by law and by the Restated Articles
of Association and By-laws of the Company necessary to secure the payment of the
principal  of, premium, if any, and interest on the Bonds of the 2017 Series, to
make  the  Bonds of the 2017 Series to be issued hereunder, when executed by the
Company,  authenticated and delivered by the Trustee and duly issued, the valid,
binding  and legal obligations of the Company, and to constitute the Indenture a
valid  and  binding mortgage for the security of all of the Bonds, in accordance
with  its  and  their  terms,  have  been  done and taken; and the execution and
delivery  of  this  Seventeenth Supplemental Indenture have been in all respects
duly  authorized:
NOW,  THEREFORE,  THIS  SEVENTEENTH  SUPPLEMENTAL  INDENTURE WITNESSETH, that in
order to secure the payment of the principal of, premium, if any and interest on
all  Bonds  at any time issued and outstanding under the Indenture, according to
their  tenor,  purport and effect, to confirm the lien of the Indenture upon the
mortgaged  property  mentioned therein including any and all property purchased,
constructed  or otherwise acquired by the Company since the date of execution of
the  Original  Indenture and to secure the performance and observance of all the
covenants and conditions herein and in the Bonds and in the Indenture contained,
to  declare  the terms and conditions upon and subject to which the Bonds of the
2017  Series  are  and  are  to  be issued and secured, and held, and for and in
consideration  of  the premises and of the mutual covenants herein contained and
of  the  purchase  and acceptance of the Bonds of the 2017 Series by the holders
thereof,  and  of  the  sum of Ten Dollars ($10) duly paid to the Company by the
Trustee,  at or before the ensealing and delivery hereof, and for other valuable
consideration,  the  receipt  whereof  is  hereby  acknowledged, the Company has
executed  and  delivered  this  Seventeenth Supplemental Indenture, and by these
presents,  does  grant,  bargain,  sell, alien, remise, release, convey, assign,
transfer,  mortgage,  pledge, set over and confirm unto The Bank of New York, as
Trustee,  and  to  its  successors  in trust and to its and their successors and
assigns  forever,  all  and  singular  the  property,  rights,  privileges  and
franchises  (other  than  excepted  property)  of the character described in the
Granting  Clauses  of the Original Indenture now owned of record or otherwise by
the  Company, whether or not constructed or acquired since the date of execution
of  the  Original Indenture or which may hereafter be constructed or acquired by
it, including, without limiting the generality of the foregoing, the property in
Vermont,  Massachusetts  and Maine described in Article Five hereof, but subject
to  all  exceptions,  reservations and matters of the character therein referred
to,  and  expressly  excepting  and excluding from the lien and operation of the
Indenture  all properties of the character specifically excepted by Paragraphs B
through  H  of  Granting  Clause  VII  of  the Original Indenture, to the extent
contemplated thereby, and all property heretofore released or otherwise disposed
of  pursuant  to  the  provisions  of  the  Indenture.
TO  HAVE  AND TO HOLD all of the property, real, personal and mixed, and all and
singular  the  lands,  properties,  estates,  rights, franchises, privileges and
appurtenances  hereby  granted,  bargained,  sold,  aliened,  remised, released,
conveyed,  assigned,  transferred,  mortgaged, pledged, set over or confirmed or
intended  so  to be, unto the Trustee and its successors in the trust and to its
and  their  successors  and  assigns,  forever.
BUT  IN  TRUST,  NEVERTHELESS,  for  the  equal  and proportionate use, benefit,
security  and protection of those who from time to time shall hold the Bonds and
coupons,  or  any  of them, authenticated and delivered under the Indenture, and
duly  issued  by the Company, without any discrimination, preference or priority
of  any  one  Bond  or  coupon  over any other by reason of priority in the time
issue,  sale  or negotiation thereof or otherwise, except as provided in Section
12.28  of  the  Original Indenture, so that, subject to said Section 12.28, each
and all of said Bonds and coupons shall have the same right, lien, and privilege
under  the  Indenture,  and  shall be equally and proportionately secured by the
Indenture  (except  as  any  sinking  and improvement fund, depreciation fund or
other  fund  established  in accordance with the provisions of the Indenture may
afford  additional  security  for  the Bonds of any particular series), with the
same effect as if all the Bonds and coupons had been issued, sold and negotiated
simultaneously  on  the  date  of  the  delivery  of  the  Original  Indenture.
It  is  hereby covenanted, declared and agreed by and between the parties hereto
that  all  Bonds  and  coupons,  if  any, are to be authenticated, delivered and
issued,  and  that all property subject or to become subject to the Indenture is
to  be  held,  subject to the further covenants, conditions, uses and trusts set
forth in the Indenture, and the Company for itself and its successors or assigns
does  hereby  covenant  and  agree  to and with the Trustee and its successor or
successors in such trust, for the benefit of those who shall hold said Bonds, or
coupons,  or  any  of  them,  as  follows:

        BONDS OF THE 2017 SERIES AND CERTAIN PROVISIONS RELATING THERETO
     A.  TERMS OF BONDS OF THE 2017 SERIES.  There shall be hereby established a
     series  of Bonds, known as and entitled "First Mortgage Bonds, 6.04% Series
due 2017" (herein sometimes referred to as the "Bonds of the 2017 Series").  The
aggregate  principal  amount of the Bonds of the 2017 Series shall be limited to
$42,000,000.
     The  definitive  Bonds of the 2017 Series shall be registered Bonds without
coupons  of  the  denominations  of  $1,000  or  integral  multiples  thereof.
All  Bonds  of  the  2017  Series  shall  mature  December 1, 2017 and will bear
interest  at  the  rate  of  6.04% per annum until maturity, such interest to be
payable  semi-annually  on June 1 and December 1 in each year commencing June 1,
2003.  The  principal  of  and the premium, if any, and interest on the Bonds of
the  2017  Series  will be paid in lawful money of the United States of America.
Principal  of  and  premium,  if  any,  on  the Bonds of the 2017 Series will be
payable at the principal corporate trust office of the Trustee in the Borough of
Manhattan,  City  and State of New York, or its successor in trust, except that,
in  case  of  the  redemption as a whole at any time of Bonds of the 2017 Series
then  outstanding,  the  Company  may  designate  in the redemption notice other
offices  or  agencies  at which, at the option of the holders, Bonds of the 2017
Series may be surrendered.  Interest on Bonds of the 2017 Series will be payable
at  the  principal  corporate  trust  office  of  the  Trustee in the Borough of
Manhattan,  City  and State of New York, or its successor in trust, in each case
to  the holder of record on the record date as hereinbelow defined.  Interest on
the  Bonds of the 2017 Series shall, unless otherwise directed by the holder, be
paid  by checks payable to the order of the respective holders entitled thereto,
and  mailed by the Trustee by first class mail, postage prepaid, to such holders
at  their  respective  registered  addresses  shown on the Bond register for the
Bonds  of  the  2017  Series.
Notwithstanding the foregoing, pursuant to the fourth paragraph of Section 10.04
of  the  Original  Indenture,  the  Company has entered into agreements with the
initial  purchasers of the Bonds of the 2017 Series providing for the payment to
such  initial  purchasers  and any nominees thereof of all payments of principal
of,  premium,  if any, and interest on the Bonds of the 2017 Series held by them
by  such methods as they shall direct and without the necessity of presenting or
surrendering  such  Bonds,  except  that any Bond paid or redeemed in full shall
thereafter  be  surrendered  to the Trustee at its principal office, and further
providing  for  the  extension  of  such  benefits  of  such  agreements  to any
transferees  of  the  foregoing  which  are institutional investors acquiring at
least  $1,000,000  principal  amount  of  Bonds  of  the  2017  Series.
The  definitive  Bonds  of  the  2017  Series may be issued in the form of Bonds
engraved,  printed  or  lithographed  on  steel  engraved  borders.
Notwithstanding  any  provision  in  the Original Indenture to the contrary, the
person  in  whose  name  any Bond of the 2017 Series (or one or more Predecessor
Bonds,  as  hereinbelow  defined)  is registered at the close of business on any
record  date  (as hereinbelow defined) with respect to any interest payment date
shall  be entitled to receive the interest payable on such interest payment date
notwithstanding  the  cancellation  of  such  Bond  of  the 2017 Series upon any
transfer  or exchange thereof (including any exchange effected as an incident to
a  partial  redemption thereof) subsequent to such record date and prior to such
interest  payment date, except that, if and to the extent that the Company shall
default  in  the payment of the interest due on such interest payment date, then
the  registered  holders  of  such  Bonds of the 2017 Series on such record date
shall have no further right to or claim in respect of such defaulted interest as
such registered holders on such record date, and the persons entitled to receive
payment of any defaulted interest thereafter payable or paid on any Bonds of the
2017  Series shall be the registered holders of such Bonds of the 2017 Series on
the  record date for payment of such defaulted interest.  The term "record date"
as  used  in this Section 1.01, and in the form of the Bonds of the 2017 Series,
shall  mean  the  May  15  next  preceding a June 1 interest payment date or the
November  15  next preceding a December 1 interest payment date, as the case may
be,  or  a special record date established for defaulted interest as hereinafter
provided.  The  term "Predecessor Bond" as used in this Section 1.01, and in the
form of the Bonds of the 2017 Series, with respect to any particular Bond of the
2017 Series, shall mean every previous Bond of the 2017 Series evidencing all or
a portion of the same debt as that evidenced by such particular Bond of the 2017
Series;  and,  for  the  purpose of this definition, any Bond of the 2017 Series
authenticated and delivered under Section 3.12 of the Original Indenture in lieu
of  a  mutilated,  lost,  stolen  or  destroyed Bond of the 2017 Series shall be
deemed  to  evidence  the  same debt as the mutilated, lost, stolen or destroyed
Bond  of  the  2017  Series.
In  case  of  failure  by the Company to pay any interest when due the claim for
such  interest  shall be deemed to have been transferred by transfer of any Bond
of  the 2017 Series registered on the Bond register, and the Company by not less
than 10 days written notice to Bondholders may fix a subsequent record date, not
more  than 15 days prior to the date fixed for the payment of such interest, for
determination  of  holders entitled to payment of such interest.  Such provision
for  establishment  of a subsequent record date, however, shall in no way affect
the  rights  of  Bondholders  or  of  the  Trustee  consequent  on  any default.
Bonds  of the 2017 Series shall be dated, and shall accrue interest, as provided
in  Section  3.05  of the Original Indenture.  Interest on the Bonds of the 2017
Series shall be computed on the basis of a year of 360 days consisting of twelve
30-day  months.
As  permitted  by  the  provisions of Section 3.10 of the Original Indenture and
upon  payment  at  the option of the Company of a sum sufficient to reimburse it
for  any  stamp tax or other governmental charges as provided in Section 3.11 of
the  Original  Indenture,  but without payment of any other charge, Bonds of the
2017  Series  may  be  exchanged for other Bonds of the 2017 Series of different
authorized  denominations  of  like  aggregate  principal  amount.
The  trustee  hereunder  shall,  by virtue of its office as such Trustee, be the
registrar and transfer agent of the Company and shall maintain the Bond register
for the Bonds of the 2017 Series for the purpose of registering and transferring
Bonds  of  the  2017  Series.  Notwithstanding  any  provision  in  the Original
Indenture to the contrary, neither the Company nor the Trustee shall be required
to  make  transfers or exchanges of Bonds of the 2017 Series for a period of ten
days  next  preceding any designation of Bonds of the 2017 Series to be redeemed
and  neither  the Company nor the Trustee shall be required to make transfers or
exchanges  of  any  Bonds designated in whole for redemption or that part of any
Bond  designated  in  part  for  redemption.
     B.     FORM  OF BONDS OF THE 2017 SERIES.  The Bonds of the 2017 Series and
the  Trustee's  authentication  certificate  to be executed on the Bonds of said
Series  shall  be  in  substantially  the  following  forms,  respectively:
                    [FORM OF FACE OF BOND OF THE 2017 SERIES]
No.  R     $____
Private  Placement  No.  393154  AB  5
                        GREEN MOUNTAIN POWER CORPORATION
                   FIRST MORTGAGE BOND, 6.04% SERIES DUE 2017
                              DUE DECEMBER 1, 2017
     GREEN  MOUNTAIN  POWER  CORPORATION,  a  Vermont  corporation  (hereinafter
sometimes  called  the  "Company"), for value received hereby promises to pay to
____________  or registered assigns, __________ Dollars on December 1, 2017, and
to pay to the registered holder hereof interest thereon from the date hereof, or
if  one  or  more payments of interest has or have theretofore been made or duly
provided  for,  from the most recent interest payment date to which interest has
been  paid  or duly provided for, semi-annually on June 1 and December 1 in each
year, commencing with June 1, 2003, at the rate per annum specified in the title
hereof,  until  maturity.
The  interest  so payable upon any June 1 or December 1 will, subject to certain
exceptions  referred  to  on  the reverse hereof, be paid to the person in whose
name  this bond (or one or more Predecessor Bonds, as defined in the Seventeenth
Supplemental  Indenture  mentioned  on  the reverse hereof) is registered at the
close  of  business  on  the  May  15  preceding such June 1, or the November 15
preceding  such  December  1,  as  the  case  may  be.
The  principal  of,  premium,  if any, and interest on this bond will be paid in
lawful  money  of  the United States of America at the principal corporate trust
office  in  the Borough of Manhattan, City and State of New York, of the Trustee
under  the  Indenture  mentioned  on the reverse hereof, except that, in case of
redemption  as a whole at any time of the bonds of this series then outstanding,
the  Company may designate in the redemption notice other offices or agencies at
which,  at the option of the holder, this bond may be surrendered for redemption
and payment.  Interest on this bond may be paid by check payable to the order of
the  registered holder entitled thereto and mailed by the Trustee by first class
mail,  postage  prepaid,  to  such  holder  at  his address as shown on the Bond
register  for  the  bonds  of  this  series.
This  bond  shall not become or be valid or obligatory for any purpose until the
authentication  certificate  hereon  shall  have  been  signed  by  the Trustee.
The  provisions  of  this  bond  are  continued  on  the reverse hereof and such
continued provisions shall for all purposes have the same effect as though fully
set  forth  at  this  place.

<PAGE>
IN  WITNESS  WHEREOF, GREEN MOUNTAIN POWER CORPORATION has caused these presents
to  be  executed  in  its  name  and  behalf by its President or one of its Vice
Presidents,  and  its corporate seal or a facsimile thereof to be affixed hereto
and  attested  by  its  Secretary  or  its  Assistant  Secretary.
Dated:
GREEN  MOUNTAIN  POWER  CORPORATION
By:
Attest:

                  [FORM OF REVERSE OF BOND OF THE 2017 SERIES]
     This  bond  is  one  of  the  bonds,  of the above designated series, of an
authorized  issue  of  bonds  of  the Company known as First Mortgage Bonds, not
limited  as to maximum aggregate principal amount, all issued or issuable in one
or  more series under and equally secured (except as any sinking and improvement
fund,  depreciation  fund  or  other  fund  established  in  accordance with the
provisions of the Indenture hereinafter mentioned may afford additional security
for the bonds of any specific series) by an Indenture of First Mortgage and Deed
of  Trust  dated  as  of February 1, 1955 (herein sometimes called the "Original
Indenture"),  duly  executed  and delivered by the Company to The Chase National
Bank  of  the  City  of  New  York  (now  The  Chase  Manhattan  Bank  (National
Association)),  as  Trustee,  United  States  Trust  Company  of New York having
succeeded  The  Chase  Manhattan  Bank (National Association) as Trustee and The
Bank  of  New  York  having succeeded United States Trust Company of New York as
Trustee  (The  Bank  of  New  York and its successors under said Indenture being
herein  sometimes called the "Trustee"), as supplemented and modified by sixteen
indentures  supplemental  thereto,  and  as  supplemented  and  modified  by  a
Seventeenth  Supplemental Indenture dated as of December 1, 2002 thereto (herein
sometimes  called  the  "Seventeenth  Supplemental Indenture") duly executed and
delivered  by  the  Company to the Trustee, to which Indenture of First Mortgage
and  Deed  of  Trust  and  all indentures supplemental thereto (herein sometimes
called  the  "Indenture")  reference  is  hereby  made  for a description of the
property mortgaged and pledged as security for said bonds, the nature and extent
of  the  security,  and  the  rights,  duties  and  immunities thereunder of the
Trustee,  the  rights of the holders of said bonds and of the Trustee and of the
Company  in  respect  such  security, and the terms upon which said bonds may be
issued  thereunder.  The  bonds  of  this  series  are  limited  to  $42,000,000
aggregate  principal  amount.
          The  bonds  of this series are subject to redemption prior to maturity
(a)  at  the option of the Company, as a whole at any time, or in part from time
to  time,  on or after the date of original issue, upon payment of the principal
amount  thereof  plus  the  Make-Whole Premium (as herein defined); and (b) as a
whole  at  any  time or in part from time to time, upon payment of the principal
amount  thereof,  by  application  of  the  proceeds of any taking of all or any
portion  of property of the Company subject to the lien of the Indenture, or the
proceeds  of any sale of such property in anticipation of or in lieu of any such
taking,  as  provided  in said Seventeenth Supplemental Indenture; together with
interest  accrued  thereon  to  the date fixed for redemption; upon prior notice
given  by  registered  mail,  postage  prepaid,  as provided in said Seventeenth
Supplemental  Indenture  to the holders of record of each bond affected not less
than  30  days  nor  more than 60 days prior to the redemption date, all as more
fully  provided  in  the  Indenture.
     "MAKE-WHOLE  PREMIUM"  means  an  amount, if positive, equal to the present
value  of  the  scheduled  interest  and  principal  payments  from  the date of
prepayment  or  redemption  to  the  final  maturity of the bonds being redeemed
discounted  at  the  Reinvestment  Yield  (as  hereinafter  defined), compounded
semi-annually,  less  the  principal  balance  of  the  bonds  being  prepaid or
redeemed. If such amount is negative, the Make-Whole Premium shall be zero.  The
Make-Whole  Premium  and Reinvestment Yield will be calculated by an independent
certified  public  accountant or investment banking firm of national reputation.
"REINVESTMENT  YIELD" shall mean a rate of interest per annum equal to the yield
to  maturity  as  implied by (i) the yields reported, as of 10:00 a.m. (New York
City  time) on the third business day preceding the date set for redemption (the
"QUOTE  DATE")  on  the  display  designated as "USD" of the Bloomberg Financial
Markets  Screen (or such other display as may replace page USD of Bloomberg) for
actively  traded  United  States Treasury Notes having a maturity closest to the
Weighted  Average  Life of the bonds as of the date of redemption (plus 50 basis
points),  or  (ii) if such yields are not reported as of such time or the yields
reported  as  of such time are not ascertainable, the Treasury Constant Maturity
Series Yields reported for the latest day for which such yields have be reported
as of the third business day preceding the date of redemption in Federal Reserve
Statistical  Release  H.15  (519)  (or any comparable successor publication) for
actively traded United States Treasury Notes having a constant maturity equal to
the  Weighted  Average  Life  of the bonds as of the date of redemption (plus 50
basis  points).  Such  implied  yield  will  be determined, if necessary, by (a)
converting  United  States Treasury Note quotations to bond-equivalent yields in
accordance  with  accepted  financial  practice,  and (b) interpolating linearly
between  the  actively  traded  United  States  Treasury Notes with the constant
maturities  (1)  closest  to  and  less  than such Weighted Average Life and (2)
closest  to  and  greater  than  such "Weighted Average Life". "WEIGHTED AVERAGE
LIFE" shall mean the sum of all Year Amounts (as hereinafter defined) divided by
the principal balance outstanding of the bonds.  A "YEAR AMOUNT" shall equal the
amount  derived by multiplying the principal amount to be paid on the bonds on a
Payment  Date  by  the  Period Percentage (as hereinafter defined).  The "PERIOD
PERCENTAGE",  as calculated separately for each Payment Date shall be the number
of  days (based upon a 30-day month and a 360-day year) from the redemption date
to  the  applicable  Payment  Date  divided  by  360.
     If  this  bond  or  any portion thereof (One Thousand Dollars or a multiple
thereof)  is called for redemption and payment duly provided for as specified in
the  Indenture,  this  bond  or  such portion thereof, as the case may be, shall
cease  to  be  entitled  to  the  lien  of the Indenture from and after the date
payment  is  so provided for and shall cease to bear interest from and after the
redemption  date.
Except  as  otherwise provided in the Seventeenth Supplemental Indenture, in the
event of the redemption of a portion only of the principal of this bond, payment
of  the  redemption  price  will be made at the option of the registered holder,
either (a) upon presentation of this bond for notation hereon of such payment of
the  portion of the principal of this bond so called for redemption, or (b) upon
surrender  of  this bond in exchange for a registered bond or bonds (but only of
authorized  denominations  of the same series) for the unredeemed balance of the
principal  amount  of  this  bond.
     The  Company  and  the Trustee, with the consent of the holders of not less
than  sixty-six  and  two-thirds percent in principal amount of the bonds at the
time  outstanding  (determined  as  provided  in  the  Indenture)  and  affected
(consenting  as a single class), may effect, by an indenture supplemental to the
Indenture,  modifications  or alterations of the Indenture and of the rights and
obligations  of  the Company and of the holders of the bonds and coupons.  In no
event  shall  any  such  modification  or alteration be made without the written
approval  or  consent  of the registered holder hereof which will (a) extend the
maturity  of  this  bond  or  reduce  the  rate or extend the time of payment of
interest  hereon,  or  reduce  the amount of the principal hereof, or reduce any
premium  payable  on  the  redemption  hereof, or (b) permit the creation of any
lien,  not  otherwise  permitted,  prior  to or on a parity with the lien of the
Indenture, or alter the equal and proportionate security afforded by the lien of
the  Indenture  for  the  bonds  issued  thereunder, or (c) reduce the number or
percentage  of the principal amount of the bonds upon the consent of the holders
of  which  modifications or alterations may be made as aforesaid or defaults may
be  waived.
     This  bond  is transferable by the registered holder hereof in person or by
his  duly  authorized  attorney, on books of the Company kept for the purpose at
the  principal corporate trust office of the Trustee upon surrender of this bond
for  cancellation and thereupon a new registered bond of the same series of like
principal  amount  will  be  issued  to  the  transferee  in  exchange therefor.
The  registered  holder  of  this  bond at his option may surrender the same for
cancellation  at said office and receive in exchange therefor the same aggregate
principal  amount of registered bonds of the same series but of other authorized
denominations  subject  to  the terms and conditions set forth in the Indenture.
Neither  the  Company  nor  the  Trustee  shall be required to make transfers or
exchanges  of  bonds  of this series for a period of ten days next preceding any
designation  of bonds of said series to be redeemed, and neither the Company nor
the  Trustee  shall  be  required  to  make  transfers or exchanges of any bonds
designated  in  whole for redemption or that part of any bond designated in part
for  redemption.
The Seventeenth Supplemental Indenture provides that in the event of any default
in payment of the interest due on any interest payment date, such interest shall
not  be  payable to the holder of the bond on the original record date but shall
be paid to the registered holder of such bond (or one or more Predecessor Bonds,
as  defined  in the Seventeenth Supplemental Indenture) on the subsequent record
date  established  for  payment  of  such  defaulted  interest.
If a default as defined in the Indenture shall occur, the principal of this bond
may become or be declared due and payable before maturity in the manner and with
the  effect  provided  in  the  Indenture.  The  holders,  however, of specified
percentages  in  principal  amount  of the bonds at the time outstanding, to the
extent  and  as provided in the Indenture, may waive certain defaults thereunder
and  the  consequences  of  such  defaults.
No  recourse shall be had for the payment of the principal of or the premium, if
any,  or  the interest on this bond, or for any claim based hereon, or otherwise
in  respect  hereof  or of the Indenture, against any incorporator, stockholder,
director  or officer, past, present or future, as such, of the Company or of any
predecessor  or successor corporation, either directly or through the Company or
such  predecessor or successor corporation, under any constitution or statute or
rule  of  law, or by the enforcement of any assessment or penalty, or otherwise,
all  such  liability  of incorporators, stockholders, directors and officers, as
such,  being  waived  and  released  by  the  registered  holder  hereof  by the
acceptance  of  this  bond  and  as  provided  in  the  Indenture.
The  Company  and  the Trustee, any paying agent and any bond registrar may deem
and  treat  the  person in whose name this bond is registered, or his registered
assigns,  as  the  absolute  owner  hereof,  whether  or  not this bond shall be
overdue,  for  the  purpose  of receiving payment and for all other purposes and
neither  the Company nor the Trustee nor any paying agent nor any bond registrar
shall  be  affected  by  any  notice  to  the  contrary.
                  [FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE
                          FOR BONDS OF THE 2017 SERIES]
     This  is  one  of the bonds, of the series designated therein, described in
the  within  mentioned  Indenture.
THE  BANK  OF  NEW  YORK,  as  Trustee,
By:  /s/Kevin  Fox
     -------------
Authorized  Officer

   [FORM OF ENDORSEMENT ON BONDS OF THE 2017 SERIES WITH RESPECT TO PAYMENTS ON
                              ACCOUNT OF PRINCIPAL
                        PAYMENTS ON ACCOUNT OF PRINCIPAL

                                   BALANCE OF PRINCIPAL
         DATE     AMOUNT PAID     AMOUNT UNPAID     AUTHORIZED SIGNATURE
         ----     -----------     -------------     --------------------









     C.     FORM  OF  LEGEND.  Bonds  of  the 2017 Series shall bear a legend or
legends  with respect to (a) the status of such bond under the Securities Act of
1933, as amended, and (b) the existence of arrangements, if any, for the payment
of  the  redemption  price  of  Bonds of the 2017 Series without presentation or
surrender  thereof,  which  shall  state  substantially  as  follows:
"This bond has not been registered under the Securities Act of 1933, as amended,
and  no  transfer  hereof  may  be  effected unless (i) the transaction shall be
exempt  within  the  meaning  of  such  Act and the rules and regulations of the
Securities  and  Exchange Commission, including Rule 144A, adopted thereunder or
(ii)  pursuant  to  a  registration  statement.  [Insert,  if  applicable  - The
registered  holder  of  this bond is entitled to the benefits of a Bond Purchase
Agreement,  dated  December  16, 2002, with the Company, approved by and on file
with  the  Trustee,  respecting  payment  of  the  redemption price of this bond
without presentation or surrender thereof, except that any bond paid or redeemed
in  full  shall  thereafter  be  surrendered  to  the  Trustee  at its principal
office.]"
     REDEMPTION  PROVISIONS  FOR  BONDS  OF  THE  2017  SERIES.
A.     The  Bonds  of  the  2017  Series
     shall  be  subject  to  redemption  prior to maturity, at the option of the
Company,  as a whole at any time or in part from time to time, or after the date
of  original  issue  upon  payment  of  the  principal  amount  thereof plus the
Make-Whole  Premium  (as defined in the form of the Bonds of the 2017 Series set
forth  in  Section  1.01.B  hereof),  if  any;  and
     shall be subject to redemption prior to maturity, as a whole at any time or
     in  part  from  time to time, upon payment of the principal amount thereof,
through  the  application pursuant to Article Eight of the Original Indenture of
any trust moneys held by the Trustee received from the proceeds of the taking of
all  or  any  portion  of the property of the Company subject to the lien of the
Indenture,  or from the proceeds of any sale of such property in anticipation of
or  in  lieu  of  any  such  taking;
together  in  any  case  with interest thereon to the date fixed for redemption,
upon  not  less  than 30 days' nor more than 60 days' notice given by registered
mail,  postage  prepaid,  to  the holder of record at the date of such notice of
each  Bond  of  the  2017  Series  affected, at his address as shown on the bond
register  for Bonds of the 2017 Series.  Such notice shall be sufficiently given
if  deposited in the United States mail within such period.  Neither the failure
to  mail such notice, nor any defect in any notice so mailed to any such holder,
shall  affect the sufficiency of such notice with respect to other holders.  The
foregoing  provisions  with  respect  to  notice  shall  be subject to all other
conditions  and  provisions  of  the  Indenture  not  inconsistent  herewith.
     In  the  case  of  any  redemption  pursuant  to clause (i) of this Section
1.02.A, concurrently with the making of the deposit required by Section 10.04 of
the  Indenture  the  Company  shall  deliver  to the Trustee a written statement
setting  forth  the  calculation  of  the  Make-Whole  Premium  to  be  paid.
     Whenever  less  than all the outstanding Bonds of the 2017 Series are to be
redeemed,  the  Trustee  shall  redeem  the Bonds of the 2017 Series or portions
thereof  as  follows:
     The  Trustee shall prorate the principal amount of Bonds of the 2017 Series
to  be  redeemed among all registered holders of Bonds of the 2017 Series in the
proportion  that  the aggregate principal amount of Bonds registered in the name
of  each  such  registered  holder  bears  to  the aggregate principal amount of
outstanding  Bonds of the 2017 Series.  In any prorating pursuant to this clause
the  Trustee  shall,  according  to  such  method as it shall deem proper in its
discretion,  make such adjustments, by increasing or decreasing by not more than
One  Thousand Dollars ($1,000) the amount which would be allocable to any one or
more  registered  holders  of  Bonds  as  may  be  necessary to the end that the
principal  amount  so  prorated  shall  be  One  Thousand Dollars ($1,000) or an
integral  multiple  thereof.
     So  long  as any initial purchaser of Bonds of the 2017 Series, any nominee
of  any  such  initial  purchaser,  any  institutional  investor entitled to the
benefits  of  home  office  payment  pursuant  to  the agreements filed with and
approved  by  the  Trustee as referred to in Section 1.01.A hereof, or any other
registered  holder  to  which  the  Company and the Trustee shall have agreed to
extend  the  provisions of this clause shall hold more than one Bond of the 2017
Series,  for  purposes  of  any proration pursuant to the procedure set forth in
clause  (i)  above,  all  Bonds of the 2017 Series registered in the name of any
such  initial  purchaser,  nominee,  institutional  investor or other registered
holder  shall  be  deemed  to be one Bond of the 2017 Series.  In the event of a
partial  redemption  of  any  Bonds of the 2017 Series registered in the name of
such  holder,  the amount so redeemed shall be allocated (1) pro rata among such
Bonds registered in the name of such holder in the proportion that the principal
     amount of each such bond so registered bears to the principal amount of all
such  Bonds  so registered or (2) by such other method as such holder reasonably
may  request.
     Subject  to  the  specific provisions set forth hereinabove in this Section
1.02  and  in the form of the Bonds of the 2017 Series in Section 1.01.B hereof,
the  provisions  of  Article  Ten  of  the  Original  Indenture shall govern any
redemption  of  the  Bonds  of  the  2017  Series.
     As  a sinking fund for the benefit of the Bonds, the Company covenants that
it will, subject to the provisions in this Section 1.02.C hereinafter set forth,
     annually  on each November 30 commencing November 30, 2011 to and including
November 30, 2017, pay to the Trustee an amount in cash sufficient to redeem, on
the  next  ensuing December 1, $6,000,000 in aggregate principal amount of Bonds
(or  such  lesser  principal amount of Bonds as are at the time outstanding), at
the principal amount thereof, together with accrued interest thereon to the date
of  payment.  The  payments  and  dates upon which payments are required for the
sinking  fund  as  above  provided  are  in  this  Section 1.02.C referred to as
"sinking  fund  payments"  and  "sinking fund payment dates", respectively.  All
Bonds  redeemed by operation of the sinking fund shall be forthwith cancelled by
the  Trustee.  In  connection  with each sinking fund payment, the Trustee shall
proceed  to  redeem, in accordance with the provisions of Section 1.02 hereof, a
principal amount of Bonds equal to such payment and, in the name of the Company,
shall  give  notice  as  required by the provisions of said Section 1.02, of the
redemption  for  sinking fund, on the next ensuing December 1, as applicable, of
the  Bonds, or the portion thereof, to be so redeemed.  On or before the sinking
fund  payment  date next preceding such December 1, the Company shall pay to the
Trustee  the  cash  payment  required  by  this  Section, plus the amount of all
interest accrued, if any, on the Bonds to be redeemed by the application of such
cash  payment,  and  the  money  so  paid shall be applied by the Trustee to the
redemption  of  such  Bonds.  All  cash  paid  to  the  Trustee  pursuant to the
provisions  of  this  Section  shall  be held by the Trustee as security for the
payment of the called Bonds until applied as herein provided.  The Company, upon
request  of  the  Trustee  from  time to time, will pay to the Trustee an amount
equal  to  the cost of giving notice of redemption of the Bonds for such sinking
fund  and  any  other  expense  of operation of such sinking fund, the intention
being  that  such  sinking  fund  shall  not  be  charged  for  such  expenses.
     DEPRECIATION  FUND.  Notwithstanding  the provisions of Section 4.06 of the
Original  Indenture,  the  Company  hereby  covenants that so long as any of the
Bonds  of the 2017 Series shall remain outstanding (a) the covenants made by the
Company  in  Section 4.04 of the Original Indenture shall continue in full force
and  effect  and  (b)  Bonds  delivered,  redeemed or purchased pursuant to said
Section  4.04 and any amount of unfunded Bond credits used as a credit in Item 7
of any annual depreciation fund certificate shall be deemed to be funded, unless
     and  until  the same shall have been reinstated as provided in said Section
4.04  or  in  Section  2.03  of  the  Original  Indenture.
     RESTRICTION ON PAYMENT OF DIVIDENDS ON COMMON STOCK.  So long as any of the
     Bonds  of  the  2017 Series shall remain outstanding, the Company shall not
(a)  declare  or pay any dividend (other than dividends payable in capital stock
of the Company) or make any other distribution on any shares of Common Stock, or
(b) make any expenditures for the purchase, redemption or other retirement for a
consideration  of  any  shares  of  Common  Stock  of the Company (other than in
exchange  for,  or  from  the  proceeds  of,  new shares of capital stock of the
Company),  if  (i)  after giving effect to and as a result of the declaration or
payment  of such dividend, distribution or expenditure, a default (as defined in
the Indenture) would be deemed to exist or (ii) the aggregate amount of all such
dividends,  distributions  and  expenditures made after December 31, 2001, would
exceed  the aggregate amount of the net income of the Company available for such
dividends,  distributions  or  retirements, accumulated after December 31, 2001,
plus  the  sum  of  $4,000,000.
     Net  income  of  the Company for the purpose of this Section shall mean the
total  operating  revenues  of  the  Company,  and other income, less all proper
deductions  for  expenses,  taxes  (including without limitation, income, excess
profits and other taxes based on or measured by income or undistributed earnings
or  income),  interest  charges and other appropriate items, including provision
for  maintenance  and  provision  for  retirements, depreciation or obsolescence
which  shall  be  the  amount  actually  charged  by the Company on its books of
account  (but  in  respect  of utility property not subject to prior liens in an
amount  not  less  than  the  minimum  provision for depreciation, as defined in
Section  1.32  of the Original Indenture), and after provision for all dividends
accrued  (whether  or  not  paid) on any outstanding stock of the Company having
preference  over  the  Common Stock as to dividends, and otherwise determined in
accordance  with  sound  accounting  practice;  provided,  however,  that  in
                                                ------------------
determining  the  net  income  of  the  Company  for purposes of this Section no
deduction  or  adjustment  shall  be  made  for or in respect of (a) expenses in
connection  with  the  redemption or retirement of any securities issued by, the
Company,  including  any amount paid in excess of the principal amount or par or
stated  value  of  securities  redeemed  or  retired, or, in the event that such
redemption  or  retirement  is  effected  with  the  proceeds  of  sale of other
securities  of the Company, any interest or dividends on the securities redeemed
or  retired  from  the  date  on which the funds required for such redemption or
retirement  are deposited in trust for such purpose to the date of redemption or
retirement; (b) profits or losses from sales of property or other assets carried
in  plant or investment accounts of the Company or from the reacquisition of any
securities  of  the  Company, or taxes on or in respect of any such profits; (c)
any change in or adjustment of the book value of any assets owned by the Company
arising  from  a  revaluation  thereof; (d) charges to surplus on account of the
amortization  or elimination of utility plant adjustment or acquisition accounts
or intangibles; and (e) any adjustment (including tax adjustments) applicable to
any  period  prior  to  January 1, 2002; provided, further, however, that in the
                                         --------------------------
calculation  of such net income from any investments in associated companies and
any  net  income  of subsidiaries shall be included only to the extent that such
amounts  represent  dividends  declared  or  paid.
     MINIMUM  PROVISION  FOR  DEPRECIATION.  The Company covenants that the term
"minimum provision for depreciation" shall have the meaning specified in Section
     1.32  of  the  Original  Indenture  so long as any of the Bonds of the 2017
Series  shall  remain  outstanding.
     DURATION  OF  EFFECTIVENESS OF ARTICLE ONE.  This Article shall be in force
and  effect  only so long as any of the Bonds of the 2017 Series are outstanding

                  PRINCIPAL AMOUNT PRESENTLY TO BE OUTSTANDING
     The total aggregate principal amount of First Mortgage Bonds of the Company
     issued and outstanding and presently to be issued and outstanding under the
provisions  of  and  secured  by  the Indenture will be One Hundred Nine Million
($109,000,000),  namely,  Eight Million Dollars ($8,000,000) principal amount of
First  Mortgage Bonds, 6.29% Series due 2002, Eight Million Dollars ($8,000,000)
principal  amount  of  First Mortgage Bonds, 6.41% Series due 2003, Four Million
Dollars  ($4,000,000) principal amount of First Mortgage Bonds, 7.05% Series due
2006,  Ten  Million  Dollars  ($10,000,000)  principal  amount of First Mortgage
Bonds,  7.18%  Series  due 2006, Fifteen Million Dollars ($15,000,000) principal
amount  of  First  Mortgage  Bonds,  6.70% Series due 2018, Nine Million Dollars
($9,000,000)  principal  amount  of First Mortgage Bonds, 9.64% Series due 2020,
Thirteen Million Dollars ($13,000,000) principal amount of First Mortgage Bonds,
8.65%  Series due 2022 now issued and outstanding, and Forty-Two Million Dollars
($42,000,000)  principal  amount of First Mortgage Bonds, 6.04% Series due 2017,
to be issued upon compliance by the Company with the provisions of Sections 5.02
and  5.03  and/or  5.04  and/or  5.05  of  the  Original  Indenture.


MODIFICATIONS  AND  AMENDMENTS
     So  long  as  any of the Bonds of the 2017 Series shall remain outstanding,
Article One of the Original Indenture is hereby modified by adding a new Section
     1.43  which shall read as follows:  "Section 1.43.  The term "Business Day"
shall  mean  any  day  other than a Saturday, Sunday or other day on which banks
located  in  The  City  of New York, or Burlington, Vermont or any other city in
which  the  principal  corporate trust office of the Trustee is located (if such
office is not located in The City of New York) are authorized or required by law
to  be  closed."
     Pursuant  to  clause  (i)  of  Section 18.01 of the Original Indenture, the
modification  of  the  Original  Indenture  effected  by  Section  3.01  of this
Seventeenth  Supplemental Indenture shall take effect without the consent of the
holders  of any of the Bonds at the time outstanding, notwithstanding any of the
provisions  of  Section  18.02  of  the  Original  Indenture.

                                  MISCELLANEOUS
     This  Seventeenth Supplemental Indenture is executed and shall be construed
as  an  indenture  supplemental to the Original Indenture, and shall form a part
thereof, and the Original Indenture, as heretofore supplemented and modified and
     hereby  supplemented  and  modified,  is  hereby  confirmed.  Except to the
extent inconsistent with the express terms hereof, all of the provisions, terms,
covenants  and  conditions  of  the  Original  Indenture,  as  supplemented  and
modified, shall be applicable to the Bonds of the 2017 Series to the same extent
as  if  specifically  set  forth  herein.  All  terms  used  in this Seventeenth
Supplemental  Indenture  shall  be  taken  to  have  the same meanings as in the
Original  Indenture,  except  in  cases  where  the  context  clearly  indicates
otherwise.
     All  recitals  in  this  Seventeenth Supplemental Indenture are made by the
Company  only and not by the Trustee; and all of the provisions contained in the
Original  Indenture,  as  supplemented  and  modified, in respect of the rights,
privileges,  immunities, powers and duties of the Trustee shall be applicable in
respect  hereof  as  fully  and with like effect as if set forth herein in full.
     This  Seventeenth  Supplemental  Indenture  may  be  executed  in  several
counterparts,  and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts, or as many of them as the Company and
     the  Trustee  shall preserve undestroyed, shall together constitute but one
and  the  same  instrument.
     Although  this  Seventeenth Supplemental Indenture is dated for convenience
and  for  the  purpose  of  reference as of December 1, 2002, the actual date or
dates  of  execution by the Company and by the Trustee are as indicated by their
respective  acknowledgments  hereto  annexed.


     SCHEDULE OF PROPERTY ACQUIRED BY GREEN MOUNTAIN POWER CORPORATION AND NOT
               HERETOFORE SPECIFICALLY DESCRIBED IN THE INDENTURE
                                       (1)
                               TRANSMISSION LINES
                               ------------------
                      ADDITIONS TOPROPERTY AS DESCRIBED IN
                      ------------------------------------
                               ORIGINAL INDENTURE
                               ------------------
     All of the transmission lines and equipment located in the State of Vermont
in  several  cities  and towns consisting of approximately 302 miles of overhead
lines,  including  necessary crossarms, guys and insulators.  1.5 miles is rated
at  115 KV, 10.5 miles is rated at 69 KV, 5.4 miles is rated at 46 KV, and 284.6
miles  is  rated  at  34.5  KV.

                                       (2)
                                  DISTRIBUTION
                                  ------------
                      ADDITIONS TO PROPERTY AS DESCRIBED IN
                      -------------------------------------
                               ORIGINAL INDENTURE
                               ------------------
     All the distribution lines and equipment located in the State of Vermont in
several  cities  and  towns  consisting of approximately 2,300 miles of overhead
lines  including  necessary crossarms, guys, insulators, appurtenances, and line
transformers  and  approximately  460 miles of underground cable.  The Company's
property  includes  approximately  499,053  kVa  of  transformer  capacity  and
approximately  87,300  customers'  metering.  It  is  estimated that at least 80
percent of above-mentioned lines are located upon public highways.  With respect
to such parts of the lines as are located upon private property, the Company has
the necessary permits, rights in lands or easements enabling it to maintain said
lines  which  said permits, rights in land or easements are part of the property
hereby  conveyed.
                                       (3)
                              PRODUCTION EQUIPMENT
                              --------------------
Between  1996  and  2002,  the  following  significant  production  equipment
investments  and  upgrades  were  completed:

-     Addition  of  a  6-megawatt,  11-turbine  wind  generating  facility  in
Searsburg,  Vermont;
-     Addition  of  a  5-foot  inflatable  flashboard  system  at  the  Essex
hydroelectric  facility  in  Essex,  Vermont;
-     Addition  of  a  downstream  fish  migration  facility  at  the  Essex
hydroelectric  plant;
-     Concrete repairs to the concrete spillway at the Essex hydroelectric plant
in  Essex,  Vermont;
-     Relicensing  of  the  Vergennes hydroelectric plant in Vergennes, Vermont;
-     Automation  of  the  hydroelectric  units  at  the  Vergennes  plant;
-     Replacement  of  the  head  gates  at  the  Vergennes hydroelectric plant;
-     Refurbishment  of  the  50-megawatt  gas turbine at the Berlin gas turbine
plant;
-     Replacement  and  upgrade  of  the  gas  turbine control system in Berlin,
Vermont;
-     Replacement and upgrade of the gas turbine control system at the Gorge gas
turbine  plant  in  Colchester,  Vermont;  and
-     Replacement  of  the sluice gates at the hydroelectric plant in Middlesex,
Vermont.

                                       (4)
                        SUBSTATION AND LINE IMPROVEMENTS
                        --------------------------------
     Between  1996  and 2002, the Company installed a 34KV capacitor bank at the
#43  digital  substation  to improve the reliability of the system.  The Company
extended its 43G4 circuit to serve increased load at Tafts Corners in Williston,
Vermont.  The  Company upgraded both its 40J1 and 19J4 circuits, converting them
from  4 KV to 12 KV to reduce voltage fluctuations and improve reliability.  The
Company  also reconfigured its 3314 transmission line from a three terminal line
to  a  two  terminal  line  and  added a new 3351 transmission line for improved
reliability  in  the  towns of Essex and Williston, Vermont.  A new distribution
circuit, 19G3, was also constructed to improve reliability.  Significant Company
replacements  of  obsolete  equipment  included the Master SCADA system, Duxbury
transmission  switch  and  the  Essex  distribution  transformer  (#4).

<PAGE>





     IN  WITNESS  WHEREOF,  Green  Mountain  Power  Corporation  has caused this
Indenture  to  be  signed  in  its  corporate name and behalf, by Christopher L.
Dutton,  President  and  Chief  Executive Officer, of the Company in that behalf
duly  authorized,  and its corporate seal to be hereunto affixed and attested by
its  Secretary, and The Bank of New York in token of its acceptance of the trust
hereby  created has caused this Indenture to be signed in its corporate name and
behalf  by  one  of  its Assistant Vice Presidents, and its corporate seal to be
affixed  and  attested by its Secretary or its Assistant Secretary, on the dates
indicated  by their respective acknowledgments hereto annexed, but as of the day
and  year  first  above  written.
GREEN  MOUNTAIN  POWER  CORPORATION
By:  /s/  Christopher  L.  Dutton
     ----------------------------
Name:  Christopher  L.  Dutton
      President  and  Chief  Executive  Officer
Attest:

/s/Donald  J.  Rendall,  Jr.
----------------------------
     Donald  J.  Rendall,  Jr.
     Secretary

                                       Signed, sealed and delivered on behalf of
                            GREEN MOUNTAIN POWER CORPORATION in the presence of:

/s/  Robert  J.  Griffin
------------------------
Name:     Robert  J.  Griffin
/s/  Sharon  A.  Lucia
----------------------
Name:          Sharon  A.  Lucia
CORPORATE  SEAL

<PAGE>
THE  BANK  OF  NEW  YORK

By:  /s/  Kevin  Fox
     ---------------
     Kevin  Fox
                               Assistant Treasurer
Attest:

/s/  Timothy  Shea
------------------
     Timothy  Shea
     Assistant  Treasurer
                                       Signed, sealed and delivered on behalf of
                                        THE BANK OF NEW YORK in the presence of:



/s/  Ada  L.  Li
----------------
Name:Ada  L.  Li




/s/  Regina  F.  Johnson
------------------------
Name:Regina  F.  Johnson
CORPORATE  SEAL

<PAGE>
STATE  OF  VERMONT     )
     )     SS.:
COUNT  OF  CHITTENDEN     )
     On  this  6th day of December, A.D. 2002, before me, a Notary Public in and
for  said  County in said State aforesaid, duly commissioned and acting as such,
appeared Christopher L. Dutton, personally known to me and known by me to be the
person  who  executed  the  within  and  foregoing instrument in the name and on
behalf  of  Green  Mountain  Power Corporation, who, being by me duly sworn, did
depose  and  say  that  he is the President and Chief Executive Officer of Green
Mountain  Power  Corporation,  one  of  the  corporations  described in and that
executed the said instrument, and he acknowledged said instrument so executed to
be  his  free act and deed and the free act and deed of said corporation, and on
oath  stated  that  said instrument was signed and sealed by him as agent and in
behalf  of said corporation by authority of its Board of Directors, and that the
seal  affixed  to  said  instrument  is  the corporate seal of said corporation.
Witness  my  hand  and  official  seal  the  day  and  year  aforesaid.
/s/  Penny  Collins
-------------------
Name:     Penny  Collins
     Notary  Public
     State  of  Vermont
Commission  Expires:  2-10-2003
NOTARIAL  SEAL

<PAGE>
STATE  OF  NEW  YORK     )
     )     SS.:
COUNTY  OF  ROCKLAND     )
     On  this  6th day of December, A.D. 2002, before me, a Notary Public in and
for  said  County in said State aforesaid, duly commissioned and acting as such,
appeared  Kevin Fox, personally known to me and known by me to be the person who
executed  the  within  and foregoing instrument in the name and on behalf of The
Bank  of New York, who, being by me duly sworn, did depose and say that he is an
Assistant  Treasurer  of The Bank of New York, one of the corporations described
in and that executed the said instrument, and he acknowledged said instrument so
executed  to  be  his  free  act  and  deed  and  the  free act and deed of said
corporation,  and  on  oath stated that said instrument was signed and sealed by
him on behalf of said corporation by authority of its By-Laws, and that the seal
affixed  to  said  instrument  is  the  corporate  seal  of  said  corporation.
Witness  my  hand  and  official  seal  the  day  and  year  aforesaid.
/s/Robert  Hirsch
-----------------
                               Name: Robert Hirsch
                                  Notary Public
                                State of New York
                          Qualified in Rockland County
                                No.  01H16076679
                        Commission Expires: July 1, 2006

NOTARIAL  SEAL