Exhibit 10-d-19


PERSONAL AND CONFIDENTIAL

October 14, 1996

Robert J. Griffin, Controller
Green Mountain Power Corporation
P.O. Box 850
South Burlington, VT  05402-0850

Dear Bob:

     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 in control 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.

     In order to induce you to remain in the employ of the Company and in 
consideration of your agreement set forth in Subsection 2(ii) hereof, the 
Company agrees that you shall receive the severance benefits set forth in this 
letter agreement ("Agreement") in the event your employment with the Company 
is terminated subsequent to a "change in control of the Company" (as defined 
in Section 2 hereof) under the circumstances described below.

1.     Term of Agreement.  This Agreement shall commence on the date hereof 
and shall continue in effect through December 31, 1997; provided, however, 
that commencing on January 1, 1998 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; provided, 
further, if a change in control of the Company shall have occurred during the 
original or extended term of this Agreement, this Agreement shall continue in 
effect for a period of at least twenty-four (24) months beyond the month in 
which such change in control occurred.

2.     Change in Control.  

(i)     No benefits shall be payable hereunder unless there shall have been a 
change in control of the Company, as set forth below.  For purposes of this 
Agreement, a "change in control of the Company" 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 13d3 under the Exchange Act), directly or indirectly, of 
securities of the Company representing 25% or more of the combined voting 
power of the Company's then outstanding securities (a "25% 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 in 
control of the Company 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 25% Holder or to the 25% Holder's 
relationship to the Company, including, without limitation, the acquisition by 
the 25% 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 in control of the Company" 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 in control of the Company (as 
defined in this Agreement), you are the beneficial owner of two percent or 
more of the then outstanding equity securities of the Company, or its succes-
sor in interest, a majority of the Continuing Directors may elect, within five 
business days after such change in control of the Company, 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 in control of the 
Company" 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 in control of the Company, (B) any person (including the Company) 
publicly announces an intention to take or to consider taking actions which if 
consummated would constitute a change in control of the Company; (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 pur-
poses of this Agreement, a potential change in control of the Company has 
occurred.  You agree that, subject to the terms and conditions of this 
Agreement, in the event of a potential change in control of the Company, 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 in con-
trol of the Company, (ii) the termination by you of your employment by reason 
of Disability or Retirement (at your normal retirement age), as defined in 
Subsection 3(i), or (iii) the occurrence of a change in control of the 
Company.

3.     Termination Following Change in Control.  If any of the events 
described in Subsection 2(i) hereof constituting a change in control of the 
Company shall have occurred, you shall be entitled to the benefits provided in 
Subsection 4(iii) hereof upon the subsequent termination of your employment 
during the term of this Agreement unless such termination is (A) because of 
your death, Disability or Retirement, (B) by the Company for Cause, or (C) by 
you other than for Good Reason.

(i)     Disability; Retirement.  If, as a result of your incapacity due to 
physical or mental illness, 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 "Disability".  Termination by the Company or 
you of your employment based on "Retirement" shall mean termination in accor-
dance 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.

(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 3(iv) and 
3(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, or (B) the willful engaging by you in conduct which is demonstrably 
and materially injurious to the Company, monetarily or otherwise.  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) or (B) 
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 in control 
of the Company of any of the following circumstances unless, in the case of 
paragraphs (A), (E), (F), (G), or (H), such circumstances are fully corrected 
prior to the Date of Termination specified in the Notice of Termination, as 
defined in Subsections 3(v) and 3(iv), respectively, given in respect thereof:

(A)     the assignment to you of any duties inconsistent with your status as 
Controller of Green Mountain Power Corporation or a substantial adverse alter-
ation in the nature or status of your responsibilities from those in effect 
immediately prior to the change in control of the Company; 

(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 in 
control of the Company, 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 in 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 therein (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 in control;

(F)     the failure by the Company to continue to provide you with benefits 
substantially similar to those enjoyed by you under any of the Company's 
pension, savings and thrift, group life insurance, medical, dental or 
disability plans in which you were participating at the time of the change in 
control of the Company, the taking of any action by the Company which would 
directly or indirectly materially reduce any of such benefits or deprive you 
of any material fringe benefit enjoyed by you at the time of the change in 
control of the Company, or the failure by the Company to provide you with the 
number of paid vacation days to which you are entitled on the basis of years 
of service with the Company in accordance with the Company's normal vacation 
policy in effect at the time of the change in control of the Company;

(G)     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 5 hereof; or

(H)     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. 

     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.

(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 6 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, etc. "Date of Termination" shall mean (A) if your 
employment is terminated for 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 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 except to the extent otherwise provided in paragraph (E) of 
Subsection 4(iii).

4.     Compensation Upon Termination or During Disability.  Following a change 
in control of the Company, as defined by Subsection 2(i), upon termination of 
your employment or during a period of 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, you 
shall continue to receive your base salary at the rate in effect at the 
commencement of any such period, together with all compensation payable to you 
under any other plan in effect during such period, until this Agreement is 
terminated pursuant to Section 3(i) hereof.  Thereafter, or in the event your 
employment shall be terminated by the Company or by you for Retirement, or by 
reason of your death, your benefits shall be determined under the Company's 
retirement, insurance and other compensation programs then in effect in 
accordance with the terms of such programs.

(ii)    If your employment shall be terminated by the Company for Cause or by 
you other than for Good Reason, 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 or Disability or (b) by you for Good 
Reason, then you shall be entitled to the benefits provided below:

(A)     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, except as 
otherwise provided below.

(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 1.00 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 and based upon the advice of the tax counsel referred 
to in paragraph (C), below. 

(C)     The Severance Payment shall be reduced by the amount of any other 
payment or the value of any benefit received or to be received by you in 
connection with a change in control of the Company or your termination of 
employment (whether pursuant to the terms of this Agreement or any other plan, 
agreement or arrangement with the Company, any person whose actions result in 
a change of control, or any person affiliated with the Company or such person) 
unless (i) you shall have effectively waived your receipt or enjoyment of such 
payment or benefit prior to the date of payment of the Severance Payment, (ii) 
in the opinion of tax counsel selected by the Company's independent auditors 
and acceptable to you, and who may rely, without independent examination, upon 
the report of an independent consultant (Compensation Consultant) engaged in 
the practice of preparing compensation studies and rendering advice concerning 
compensation issues, such other payment or benefit does not constitute a 
"parachute payment" within the meaning of section 280G(b)(2) of the Code, or 
(iii) in the opinion of such tax counsel who may rely upon any Compensation 
Consultant's report, the Severance Payment (in its full amount or as partially 
reduced under this paragraph (C), as the case may be) plus all other payments 
or benefits which constitute "parachute payments" within the meaning of 
section 280G(b)(2) of the Code are reasonable compensation for services 
actually rendered, within the meaning of section 280G(b)(4) of the Code or are 
otherwise not subject to disallowance as a deduction by reason of section 280G 
of the Code.  The value of any noncash benefit or any deferred payment or 
benefit shall be determined by the Company's independent auditors in accor-
dance with the principles of sections 280G(d)(3) and (4) of the Code.

(D)     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 (E), 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.

(E)     The payments provided for in paragraphs (B) 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, and the limitation on such payments set forth in paragraph (C) 
above, 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).

(F)     In the event that any payment or benefit received or to be received by 
you in connection with a change in control of the Company or the termination 
of your employment (whether pursuant to the terms of this Agreement or any 
other plan, arrangement or agreement with the Company, any person whose 
actions result in a change in control or any person affiliated with the 
Company or such person) (collectively with the Severance Payments, "Total 
Payments") would not be deductible (in whole or part) as a result of section 
280G of the Code by the Company, an affiliate or other person making such 
payment or providing such benefit, the Severance Payments shall be reduced 
until no portion of the Total Payments is not deductible, or the Severance 
Payments are reduced to zero.  For purposes of this limitation (i) no portion 
of the Total Payments the receipt or enjoyment of which you shall have 
effectively waived in writing prior to the date of payment of the Severance 
Payments shall be taken into account, (ii) no portion of the Total Payments 
shall be taken into account which in the opinion of tax counsel selected by 
the Company's independent auditors and acceptable to you does not constitute a 
"parachute payment" within the meaning of section 280G(b)(2) of the Code, 
(iii) the Severance Payments shall be reduced only to the extent necessary so 
that the Total Payments (other than those referred to in clauses (i) or (ii)) 
in their entirety constitute reasonable compensation for services actually 
rendered within the meaning of section 280G(b)(4) of the Code or are otherwise 
not subject to disallowance as deductions, in the opinion of the tax counsel 
referred to in clause (ii); and (iv) the value of any noncash benefit or any 
deferred payment or benefit included in the Total Payments shall be determined 
by the Company's independent auditors in accordance with the principles of 
sections 280G(d)(3) and (4) of the Code.

(G)     If it is established pursuant to a final determination of a court or 
an Internal Revenue Service proceeding that, notwithstanding the good faith of 
you and the Company in applying the terms of this Subsection 4(iii), the 
aggregate "parachute payments" paid to or for your benefit are in an amount 
that would result in any portion of such "parachute payments" not being 
deductible by reason of section 280G of the Code, then you shall have an 
obligation to pay the Company upon demand an amount equal to the sum of (1) 
the excess of the aggregate "parachute payments" paid to or for your benefit 
over the aggregate "parachute payments" that could have been paid to or for 
your benefit without any portion of such "parachute payments" not being 
deductible by reason of section 280G of the Code; and (2) interest on the 
amount set forth in clause (1) of this sentence at the rate provided in 
section 1274(b)(2)(B) of the Code from the date of your receipt of such excess 
until the date of such payment.

(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 
twelve (12) month period after such termination, the Company shall arrange to 
provide you with group life, disability, medical and dental insurance benefits 
substantially similar to those which you are receiving immediately prior to 
the Notice of Termination.  Benefits otherwise receivable by you pursuant to 
this Subsection 4(iv) shall be reduced to the extent comparable benefits are 
actually received by you during the twelve (12) month period following your 
termination, and any such benefits actually received by you shall be reported 
to the Company.  If the benefits provided to you under this Subsection shall 
result in a decrease, pursuant to paragraph (E) of Subsection 4(iii), in the 
Severance Payments and such benefits are thereafter reduced pursuant to the 
immediately preceding sentence, the Company shall, at the time of such 
reduction, pay to you the lesser of (a) the amount of such decrease in the 
Severance Payments or (b) the maximum amount which can be paid to you without 
being, or causing any other payment to be, nondeductible by reason of section 
280G of the Code.

(v)    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 in 
addition to the retirement benefits to which you are entitled under the 
Company's Retirement Plan or any successor plans thereto, the Company shall 
pay you in cash at the time and in the manner provided in paragraphs (E), (F) 
and (G) of Subsection 4(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 in control of the 
Company 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) twelve (12) 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 in control of the 
Company.

(vi)    You shall not be required to mitigate the amount of any payment 
provided for in this Section 4 by seeking other employment or otherwise, nor 
shall the amount of any payment or benefit provided for in this Section 4 be 
reduced by any compensation earned by you as the result of employment by 
another employer, by retirement benefits, by offset against any amount claimed 
to be owed by you to the Company, or otherwise.

(vii)   In addition to all other amounts payable to you under this Section 4, 
you shall be entitled to receive all benefits payable to you under the 
Company's Retirement Plan, Savings and Thrift Plan, and any other plan or 
agreement relating to retirement benefits.

5.     Successors; Binding Agreement. 

(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 in control of the Company, 
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.

6.     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.

7.     Notice.  For the purpose of this Agreement, notices and all other 
communications provided for in the 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.

8.     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 4 shall survive the expiration of the term of this 
Agreement.

9.     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.

10.     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. 

11.     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.




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 of your receipt of it (after which this offer of 
severance benefits will lapse).  These letters will then constitute our 
agreement on this subject.  



     By:  _____________/s/__________________
             Thomas P. Salmon, Chairman
             Board of Directors
             Green Mountain Power Corporation




Agreed to this 18th day of October, 1996:


__________/s/_____________________________
Robert J. Griffin
Controller
Green Mountain Power Corporation