New Supplemental Retirement Plan with Dawn D. Bugbee dated April 3, 2006


    EXHIBIT
      10.2

    SUPPLEMENTAL
      RETIREMENT PLAN

     

    This
      is
      an Agreement, entered into as of the date set forth on the Summary Schedule
      (the
“Effective Date”), which is attached hereto and made a part hereof, and as
      amended from time to time thereafter, by and between GREEN MOUNTAIN POWER
      CORPORATION (hereinafter the “Company”) and the Executive named on the Summary
      Schedule (hereinafter the “Executive”).

    WHEREAS,
      the Executive has provided valuable services to the Company and the Company
      desires to retain the Executive’s valuable services and to aid in providing
      retirement and death benefits to the Executive and his
      beneficiaries;

    WHEREAS,
      the Executive is a highly compensated managerial employee;

    WHEREAS,
      the retirement and death benefits provided herein constitute an important and
      integral portion of the Executive’s financial and retirement planning;
      and

    NOW
      THEREFORE, the Company and the Executive in consideration of the terms and
      conditions set forth herein hereby mutually covenant and agree as
      follows:

    1.  Age
      65 Benefit.
      The
      Company will pay the Executive a benefit under this Paragraph if the Executive
      remains in the continuous employ of the Company from the Effective Date until
      the date the Executive attains age 65 and a Change in Control (as defined in
      Paragraph 3) has not occurred. The benefit payable under this Paragraph shall
      equal the Executive’s Accrued Benefit (determined in accordance with the Summary
      Schedule as of the Executive’s sixty-fifth birthday and payable as provided in
      this Paragraph). If the value of such
      Accrued Benefit
      is
      $1,000,000 or less, the benefit payable under this Paragraph shall be paid
      to
      the Executive in a single cash payment within thirty days after the Executive’s
      sixty-fifth birthday. If the value of such
      Accrued Benefit
      exceeds
      $1,000,000, the benefit payable under this Paragraph shall be paid as follows:
      (x)
      a single
      cash payment of $1,000,000 will be paid to the Executive within thirty days
      after the Executive’s sixty-fifth birthday and (y)
      the
      balance of the amount payable under this Paragraph, with interest determined
      in
      accordance with the Summary Schedule, shall be paid in equal or nearly equal
      monthly installments for five years beginning on the first day of the month
      coincident with or next following the Executive’s sixty-sixth birthday. If the
      Executive dies after attaining age 65 while in the continuous employ of the
      Company after the Effective Date, but before receiving all of the benefits
      payable under this Paragraph, the balance of such benefits shall be paid by
      the
      Company, on the schedule and in the form described above, to the beneficiaries
      named in the Summary Schedule. 

    2.  
      Termination
      Before Age 65.
      The
      Company will pay the Executive a benefit under this Paragraph if the Executive’s
      employment with the Company and its affiliates terminates (i) before the
      Executive attains age 65, (ii) before a Change in Control (as defined in
      Paragraph 3), (iii) for a reason other than cause (gross misconduct) and (iv)
      after the Executive has completed at least five Years of Service (as defined
      in
      the Summary Schedule). The benefit payable under this Paragraph shall equal
      the
      Executive’s Accrued Benefit (determined in accordance with the Summary Schedule
      as of the Executive’s termination and payable as provided in this Paragraph),
      but subject
      to an actuarial equivalence reduction using a
      five
      percent (5%) interest
      rate (with no mortality assumption) for
      each
      full year that the Executive’s termination date precedes the Executive’s
      sixty-fifth birthday unless the Executive has attained age 59 and completed
      10
      Years of Service as of the Executive’s termination date. If the value
      of
      such Accrued Benefit (after any reduction required by the preceding
      sentence)
      is
      $1,000,000 or less, the benefit payable under this Paragraph shall be paid
      to
      the Executive in a single cash payment on the first day of the month coincident
      with or next following the date that is six months after the Executive’s
      termination of employment. If the value
      of
      such Accrued Benefit (after any reduction required by the second preceding
      sentence)
      exceeds
      $1,000,000, the benefit payable under this Paragraph shall be paid as follows:
      (x)
      a single
      cash payment of $1,000,000 will be paid to the Executive on the first day of
      the
      month coincident with or next following the date that is six months after the
      Executive’s termination of employment and (y)
      the
      balance of the amount payable under this Paragraph, with interest determined
      in
      accordance with the Summary Schedule, shall be paid in equal or nearly equal
      monthly installments for five years beginning on the first day of the month
      coincident with or next following the anniversary of the Executive’s termination
      of employment. If the Executive dies after the commencement of benefit payments
      under this Paragraph but before receiving all of the benefits payable under
      this
      Paragraph, the balance of such benefits shall be paid by the Company, on the
      schedule and in the form described above, to the beneficiaries named in the
      Summary Schedule. If the Executive dies before the commencement of benefits
      under this Paragraph, before a termination of employment for cause (gross
      misconduct), before the Executive has attained age 65 and before a Change in
      Control but after completing at least five Years of Service (as
      defined in the Summary Schedule), then the benefits described in this Paragraph,
      computed as of the Executive’s death, shall be paid by the Company, on the
      schedule and in the form described above, to the beneficiaries named in the
      Summary Schedule.

    3.  Change
      in Control Benefit.
      The
      Company will pay the Executive a benefit under this Paragraph if the Executive
      remains in the continuous employ of the Company from the Effective Date until
      a
      Change in Control. The benefit payable under this Paragraph shall be paid in
      a
      single cash payment, as soon as practicable following the earlier of the first
      day of the month coincident with or next following the date that is six months
      after the Executive’s termination of employment or the Executive’s attainment of
      age 65. The benefit payable under this Paragraph shall be the value of
      the
      Executive’s Accrued Benefit (determined in accordance with the Summary Schedule
      as of the Executive’s termination date or sixty-fifth birthday, as applicable,
      but assuming that Executive had completed an additional two Years of
      Service).
      For
      purposes of this Agreement, the term “Change in Control” has the same definition
      as set forth in the Change of Control Agreement, dated April 3, 2006, between
      the Company and the Executive. If the Executive dies after becoming entitled
      to
      a benefit under this Paragraph but before such benefit is paid, the Company
      will
      pay the benefit under this Paragraph to the Executive’s beneficiaries named in
      the Summary Schedule. The timely payment of such lump sum benefit to the
      Executive (or the Executive’s beneficiaries named in the Summary Schedule, as
      applicable) shall be treated as compliance with the provisions of Paragraph
      10
      hereof.

    4.  Death
      Benefit.
      If the
      Executive dies before the commencement of benefits to the Executive pursuant
      to
      Paragraphs 1, 2 or 3 above, then the Company shall pay to the Executive’s
      beneficiaries an additional benefit of One Hundred Thousand Dollars
      ($100,000.00) which will be paid in a single cash payment within thirty days
      after the Executive’s death.

    5.  Disability;
      Leave of Absence.
      If the
      Executive shall become disabled within the meaning of the long-term disability
      plan of the Company and prior to retirement, the Executive shall be considered
      to be continuing in employment as an executive for as long as such disability
      exists, but not after age sixty-five. The Company may grant the Executive one
      or
      more leaves of absence during which time the Executive shall be considered
      to be
      in the employ of the Company for purposes of this Agreement.

    6.  Executives
      of Subsidiaries.
      For
      purposes of this Agreement, employment by the Company shall include employment
      by a wholly-owned subsidiary of the Company. The transfer of an Executive 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 Executive’s employment by the
      Company under this Agreement.

    7.  Employment
      and Other Rights.
      This
      Agreement creates no rights whatsoever in the Executive to continue in the
      employ of the Company for any length of time, nor does it create any rights
      in
      the Executive or obligations on the part of the Company except as set forth
      herein.

    8.  Anti-Alienability
      Clause.
      Neither
      the Executive nor any beneficiary shall transfer, assign, pledge, mortgage
      or
      encumber any of the benefits and payments hereunder. The benefits shall not
      be
      subject to seizure, lien, judgment, alimony, levy, garnishment, or attachment.
      In the event that the Executive or any beneficiary shall attempt any of the
      acts
      described in this Paragraph, then the payment of installment payments or
      benefits by the Company shall immediately terminate.

    9.  No
      Effect on Other Plans.
      Nothing
      contained herein shall affect any right or privilege of the Executive with
      regard to other employee plans the Company has, or may have in the
      future.

    10.  Reorganization
      of the Company.
      In
      addition to those rights granted Executive under the Change of Control Agreement
      referenced in Paragraph 3, the Company agrees that it will not merge or
      consolidate with any other company, business, corporation, partnership, or
      organization, and that it will not permit any of its activities to be taken
      over
      unless and until the succeeding or continuing corporation expressly assumes
      all
      rights, duties, privileges and obligations herein set forth. In the event the
      Company fails to comply with this, provision, the Executive or Executive’s
      beneficiary, as the case may be, shall be entitled to benefits equal to the
      Executive’s Accrued Benefit (determined in accordance with the Summary Schedule
      as if the Executive had earned twenty Years of Service). If benefits are payable
      under the above-identified Change of Control Agreement, then the Executive
      shall
      be deemed to have satisfied all requirements for the full vesting of benefits
      under this Agreement on the day prior to termination of employment with the
      Company.

    11.  Unsecured
      Provisions.
      The
      rights of the Executive under this Agreement, and of any beneficiary shall
      be
      solely those of an unsecured creditor of the Company. Any asset acquired by
      the
      Company in connection with any obligation herein shall not be deemed to be
      held
      in trust for the Executive or beneficiary. All such assets remain general,
      un-pledged assets of the Company.

    12.  Communications.
      Any
      notice or communication shall be made in writing and addressed as the case
      may
      be to the principal offices of the Company and the principal residence of the
      Executive. Each party shall notify the other of a change of address of the
      principal office and principal residence.

    13.  Facility
      of Payment.
      If any
      installment or payment is required to be made by the Company under this
      Agreement to any person under a legal disability at the time, then the Company
      may, in its sole discretion, make the payment in any of the following
      ways:

    	A.  	
            Directly
              to the person.

          


     

    	B.  	
            To
              the legal representative of the person.

          


     

    	C.  	
            To
              some near relative of the person, said payment to be used for the latter’s
              benefit.

          


     

    	D.  	
            Directly
              for the payment of expenses relating to the health, maintenance, support
              and education of the person.

          


     

    Any
      such
      payment by the Company shall be a discharge of the obligation to make said
      payment. The Company shall not be liable for making the payment to any of the
      parties enumerated above.

    Arbitration.
      In the
      event of any dispute arising between the parties to this Agreement, the parties
      agree that such controversy shall be settled exclusively by arbitration in
      Burlington, Vermont, in accordance with the rules of the American Arbitration
      Association. Judgment may be entered on the arbitrator’s award in any court
      having jurisdiction. In the event that the Executive prevails and is awarded
      benefits or money damages by the arbitrator, such benefits or damages shall
      be
      equal to one hundred twenty-five (125%) of the benefits or damages otherwise
      due
      under this Agreement; however, if the arbitrator finds that the Company acted
      in
      good faith, such benefits or damages shall only be equal to one hundred percent
      (100%) of the amount due under this Plan.

    Attorney’s
      Fees.
      The
      Company shall pay the Executive or his beneficiaries all costs and expenses,
      including reasonable attorney’s fees and arbitration costs, incurred by them in
      reasonably exercising any of their rights hereunder, or in enforcing any terms,
      conditions, or provisions hereof.

    State
      Law.
      This
      Agreement shall be construed under the laws applicable to agreements made
      entirely within the State of Vermont.

    Revocability.
      This
      Agreement may be revoked or amended in whole or part only by writing signed
      by
      both parties hereto (except as set forth in Paragraph 18 below).

    Amendment.
      Notwithstanding any other provision of this Agreement, in the event of a
      substantial change in the federal income tax laws affecting the economic
      viability of this Plan, the Board of Directors may amend the Plan by freezing
      the Executive’s salary level for purposes of this Plan at the level as of date
      of the amendment, provided, however, that this right to amend shall terminate
      upon a Change in Control.

    Whole
      Agreement.
      This
      writing contains the whole Agreement, with no other understandings or provisions
      other than what is contained herein.

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    SUPPLEMENTAL
      RETIREMENT PLAN

     

    SUMMARY
      SCHEDULE

     

    1. Name
      of
      Executive:  Dawn
      D. Bugbee       

     

    2. Address:
       124
      South Bay Circle, Colchester, VT 05446     

     

    3. Date
      of
      Agreement: April
      3, 2006        

     

    
      	
              4.

            	
              Accrued
                Benefit: As of any date the Executive’s Accrued Benefit is equal to the
                amount determined by multiplying (i) 10 times (ii) 33% of the Executive’s
                Salary from the Company for the twelve months immediately before
                the
                termination date times (iii) a fraction. The numerator of the fraction
                is
                the Executive’s Years of Service (not to exceed twenty) and the
                denominator of the fraction is
                twenty.

            


    

     

    
      	
              5.

            	
              Year
                of Service: A year of service recognized for vesting purposes under
                the
                Company’s tax-qualified pension
                plan.

            


    

     

    6. Beneficiaries:
       Jesse
      Bugbee        

     

    
      	
              7.

            	
              Interest:
                Unpaid balance subject to installment payments will be credited with
                interest each month equal to one-twelfth of the average annual yield
                on
                Public Utility Bonds as reported by Moody’s Investors Service and
                published in the issue of “Moody’s Public Utility” that is published
                closest to the 15th
                day of the applicable month. The average annual yield shall reflect
                the
                Company’s debt rating on the date the Executive’s employment with the
                Company and its affiliates
                terminates.

            


    

     

    Executed
      this 3rd
      day of
      April, 2006.

    WITNESS:

    


    


    


    /s/
      Penny J. Collins     s/s
      Dawn D. Bugbee    

    (as
      to
      both)      Executive

    


    


    /s/
      Sharon L. Lucia     GREEN
      MOUNTAIN POWER CORPORATION

    (as
      to
      both)

                                   
      By: /s/
      Christopher L. Dutton   

     
                    Duly
      Authorized Agent

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    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.

     

    EXECUTED
      this 3rd
      day of
      April, 2006. 

    IN
      THE
      PRESENCE OF:

    


    


    /s/
      Penny J. Collins     /s/
      Dawn D. Bugbee    

    (as
      to
      both)      Executive

    


    


    /s/
      Sharon L. Lucia     GREEN
      MOUNTAIN POWER CORPORATION

    (as
      to
      both)


                                 
By:
/s/
      Christopher L. Dutton 

                         Duly
      Authorized Agent

    


    Form
      Approved: /s/
      Donald J. Rendall, Jr. 

    General
      Counsel