Exhibit 10-d-18


PERSONAL AND CONFIDENTIAL

September 2, 1996



Mr. Richard B. Hieber
Vice President -
 Electrical Operations and Engineering
Green Mountain Power Corporation
P.O. Box 850
South Burlington, VT  05402-0850

Dear Rich:

     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 corpora-
tions, 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, 1996; provided, however, that commencing 
on January 1, 1997 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 13d-3 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 share-
holders was approved by a vote of at least two-
thirds (2/3) of the directors then still in of-
fice 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 sharehold-
ers of the Company approve a merger or consoli-
dation of the Company with any other corpora-
tion, 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 re-
maining 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 
successor 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 en-
ters 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 purposes 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 control 
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 occur-
rence 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 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.

(ii)    Cause.  Termination by the Company of your em-
ployment 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 other-
wise.  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 opportu-
nity 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 Vice 
President, Electrical Operations and 
Engineering 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 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 affect-
ing 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 any-
where 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 sub-
stitute 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 employ-
ment which is not effected pursuant to a 
Notice of Termination satisfying the re-
quirements 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 termina-
tion of your employment by the Company or by 
you shall be communicated by written Notice of 
Termination to the other party hereto in accor-
dance 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 ter-
mination, 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, or 
under any other agreements between you and the 
Company providing for the payment of similar 
benefits.

(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, or under any other agreements 
between you and the Company providing for the 
payment of similar benefits 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 ter-
minated (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, or under any other agreements 
between you and the Company providing for 
the payment of similar benefits 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 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 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 non-cash 
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 at-
tributable 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 con-
nection 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 ef-
fectively waived in writing prior to the 
date of payment of the Severance Payments 
shall be taken into account, (ii) no por-
tion 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 
non-cash 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, notwith-
standing 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 twenty-four (24) month period after such 
termination, the Company shall arrange to pro-
vide 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 twenty-four (24) 
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 and Supplemental Retirement Plan or any 
successor plans thereto, or any other 
agreements between you and the Company 
providing for payment of such benefits or 
similar benefits, 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 and Supplemental Retirement 
Plan or any successor plans thereto, or any 
other agreements between you and the Company 
providing for the payment of similar benefits 
without regard to any amendment to the 
Company's Retirement Plan and Supplemental 
Retirement Plan or any successor plans thereto, 
or any other agreements between you and the 
Company providing for the payment of similar 
benefits 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) twenty-four 
(24) 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 and Supplemental Retirement Plan or any 
successor plans thereto, or any other 
agreements between you and the Company 
providing for the payment of similar benefits.  
For the purposes of this Subsection, "actuarial 
equivalent" shall be determined using the same 
methods and assumptions utilized under the 
Company's Retirement Plan and Supplemental 
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, Supplemental Retirement 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 substan-
tially 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 ac-
cordance 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 provi-
sion 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 repre-
sentations, 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 valid-
ity 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 (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 as this 2nd day of September, 1996.


________/s/__________________
Richard B. Hieber
Mr. Richard Hieber		September 2, 1996