Exhibit 10-d-28

PERSONAL AND CONFIDENTIAL

December 6, 1998

Mary G. Powell
Vice President,
Human Resources
Green Mountain Power Corporation
P.O. Box 850
South Burlington, VT  05402-0850

Dear Mary:

	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 this connection, 
the Board of Directors of the Company (the "Board") recognizes that, as 
is the case with many publicly held corporations, the possibility of a 
change of control of the Company may exist and that such possibility, 
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 potentially 
disturbing circumstances arising from the possibility of a change in 
control of the Company, although no such change is known to be 
contemplated.

	The Company had previously entered into a letter agreement with you 
dated April 15, 1998 which was initially effective April 15, 1998 
through December 31, 1998 (the "Agreement").  Commencing January 1, 1999 
and each January 1 thereafter, the Agreement is automatically extended 
for one additional year unless, not later than September 30 of the 
preceding year, the Company shall have given you notice that it did not 
wish to extend the Agreement.  In accordance with the provisions 
regarding modification found in section 8 of the Agreement, the 
Agreement is hereby modified by amending the Agreement in its entirety 
and restating the Agreement to read as follows:  

	In order to induce you to remain in the employ of the Company and 
in consideration of your agreement set forth in subsection 4(ii) 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 December 6, 
1998 (the "Effective Date") and shall continue in effect through 
December 31, 1998; provided, however, that commencing on January 1, 1999 
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.

2.	Terms of Employment Before a Change of Control.  Prior to a Change 
of 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 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.  

(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.

5.	Termination Following Change of Control.  If any of the events 
described 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 Subsections 6(iv) and 6(iii), respectively) 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 Vice President, Human Resources 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 Green Mountain Drive, South Burlington, 
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.

	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 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 section 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 your "base amount," as defined in section 
280G of the Internal Revenue Code of 1986, as amended (the "Code").  
Such base amount shall be determined in accordance with temporary or 
final regulations, if any, promulgated under section 280G of the Code.

(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.  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.  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.  

(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 Agreement section 2.

(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.

(vii)	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.  

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.



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:	___________________________
		Thomas P. Salmon, Chairman
		Board of Directors
	Green Mountain Power Corporation




Agreed to this _____ day of December, 1998.



__________________________
Mary G. Powell
Vice President,
Human Resources
Green Mountain Power Corporation