Form of Insurance Agreement


    EXHIBIT
      10.3

    FORM
      OF INSURANCE AGREEMENT

    


    This
      is
      an Agreement, entered into as of the date set forth on the Summary Schedule
      which is attached hereto and made a part hereof, by and between GREEN MOUNTAIN
      POWER CORPORATION (hereinafter "Company") and the Executive named in the Summary
      Schedule (hereinafter "Executive").

    WHEREAS,
      the Executive has provided valuable services to the Company and the Company
      desires to retain the Executive's valuable services and to provide the Executive
      and his beneficiaries with death benefits;

    WHEREAS,
      the Executive is a highly compensated managerial employee;

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

    WHEREAS,
      in reliance on the availability of the benefits provided Executive herein,
      Executive has chosen to forego obtaining benefits from other
      sources.

    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. Insurance.
      The
      Company agrees to purchase a life insurance policy on the life of the Executive.
      The Company shall be the owner of the policy and shall be entitled to exercise
      all of the rights and privileges available under the terms of the policy, except
      as hereinafter provided. The Executive's beneficiaries shall be entitled to
      a
      death benefit as set forth on the Summary Schedule attached hereto and hereby
      made a part hereof. The Executive shall designate on the Summary Schedule the
      beneficiaries of the death benefit. The Executive may change the designated
      beneficiaries at any time by giving written notice to the Company.

    2.  Conditions.
      Upon the
      Executive's termination of employment with the Company, this Agreement shall
      automatically terminate and the Executive shall have no further rights hereunder
      except as provided in Section 7 below. If the Executive is no longer classified
      as an executive, the Company may terminate this Agreement in its sole
      discretion. If the Executive shall become disabled within the meaning of the
      long term disability plan of the Company and prior to termination of employment
      with the Company, 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, and the Executive's salary as referred to on the Summary
      Schedule shall be deemed to be the Executive's annual base compensation on
      the
      date of onset of the disability.

    The
      Executive agrees that he already has, or will, answer truthfully any questions
      or requests for information by an insurance company in connection with the
      issuance of a policy upon his life with the Company as the owner thereof. If
      the
      Executive fails to do so, or dies by suicide, and the liability of the insurer
      under said policy or policies, if any, is restricted to any degree as a result
      of such failure or suicide, then the Company shall be released from all of
      its
      obligations under this Agreement.

    3. Premiums.
      The
      premiums for the insurance policy shall be paid by the Company.

    4. Dividends.
      Any
      dividends payable with respect to the policy shall either (1) be applied by
      the
      Company to reduce its premiums hereunder, or (2) used to purchase additional
      paid-up insurance, at the Company's option.

    5. Interests
      of the Parties.
      Upon
      surrender of the aforementioned life insurance policy or upon termination of
      this Agreement prior to the death of the Executive, the Company shall be
      entitled to an amount equal to the cash value of the policy as of the next
      succeeding policy anniversary, plus any final and terminal dividend and refund
      of premium payable by the insurer, decreased by any indebtedness incurred by
      the
      Company against the policy.

    Upon
      the
      death of the Executive prior to a surrender of the policy or a termination
      of
      this Agreement, the Executive's beneficiaries shall be entitled to a death
      benefit payable in the amount set forth on the Summary Schedule attached hereto
      and hereby made a part hereof, which benefit shall be paid by the insurer
      directly to Executive's Beneficiaries. The Company shall be entitled to all
      other proceeds.

    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. Termination.
      Except
      as provided in Section 2 above, this Agreement may not be terminated. Upon
      the
      Executive's pre-retirement termination of employment with the Company, the
      Executive may, within thirty days after termination, purchase the Company's
      interest in the policy by paying to the Company the aggregate amount of its
      interest in the policy as specified in Section 5 of this Agreement. On receipt
      of such amount, or its equivalent in other property reasonably acceptable to
      the
      Company, the Company shall execute an absolute assignment of the policy to
      the
      Executive, free and clear of all encumbrances. In all other circumstances,
      it is
      understood and agreed that the policy shall become the sole property of the
      Company, which may designate itself as beneficiary of the entire proceeds,
      surrender the policy for cash (which it shall be entitled to retain), or deal
      with it in any other manner that it sees fit.

    8. Definitions.
      The
      following terms as used in this Agreement mean:

     

    
      	 	
              A.

            	
              Premiums:
                The premiums provided for by the
                policy.

            


    

    
      	 	 	 


    

    
      	 	
              B.

            	
              Cash
                Value: The cash value, including guaranteed cash value and value
                of
                insurance additions purchased with dividends as defined in the
                policy.

            


    

    9. Successors
      and Assigns.
      All of
      the Company's rights under this Agreement will pass to and this Agreement will
      be binding upon its successors and assigns. All of the Executive's rights under
      this Agreement will pass to and this Agreement will be binding upon the
      Executive's heirs, beneficiaries, executors and administrators.

    10. 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 or his beneficiaries
      prevail and are awarded benefits or money damages by the arbitrator, such
      benefits or damages shall be equal to one hundred twenty-five percent (125%)
      of
      the amount 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
      Agreement.

    11. 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 enforcing any terms,
      conditions, or provisions hereof.

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

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

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ACKNOWLEDGEMENT
      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
      as of this ___ day of     

    


    IN
      THE
      PRESENCE OF: 

    


                                                    

    (as
      to
      both)      Executive

    


                       GREEN
      MOUNTAIN POWER


    (as
      to
      both)      CORPORATION

     

                                By:       

                        Duly
      Authorized Agent


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    INSURANCE
      AGREEMENT

     

    SUMMARY
      SCHEDULE

    


    1. Name
      of Executive: 

    2. Address: 

    3. Date:
        

    4. Name
      of Insurance Company: 

    5. Policy
      Number: 

    6. Death
      Benefits: 


    7. Beneficiaries: 

     

    In
      the
      event there are no surviving beneficiaries, then the benefit shall be paid
      to
      the Executive's estate.

    


    Dated
      at
      Colchester, Vermont, this ___ day of      .

    


    WITNESS:

     

    
                                                      

      (as
        to
        both)      Executive

      


                        GREEN
        MOUNTAIN POWER


      (as
        to
        both)      CORPORATION

       

                                 By:       

                          Duly
        Authorized Agent



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    GROUP
      LIFE AGREEMENT

    


    In
      consideration for Green Mountain Power Corporation's execution of an Insurance
      Agreement with me, I hereby agree not to participate in any other Green Mountain
      Power Corporation group-life insurance programs and consent to the termination
      of any such participation as of the date insurance is obtained under the
      Insurance Agreement, except that I may participate in the Corporation's
      group-life insurance programs if I pay all premiums charged on account of such
      participation.

    


    Dated
          .

    


                                                            

    Executive

    


    


    Form
      Approved:      

    General
      Counsel