Exhibit 10.1 Form of 2006 Officer DSU Agreements


    Exhibit
      10.1

    GREEN
      MOUNTAIN POWER CORPORATION

    


    2006
      OFFICER DEFERRED STOCK UNIT AGREEMENT

    


    THIS
      AGREEMENT, dated as of the
      ___ day
      of May 2006,
      between
      GREEN MOUNTAIN POWER
      CORPORATION, a Vermont corporation (the “Company”), and ____________________
      (the “Participant”), is made pursuant and subject to the provisions of the Green
      Mountain Power Corporation 2004 Stock Incentive Plan (the “Plan”), a copy of
      which has been made available to the Participant. All terms used herein that
      are
      defined in the Plan have the same meaning given them in the Plan.

     

    1. Award.

    Pursuant
      to the Plan, the Company, effective as of ____________________ (the “Date of
      Grant”), will grant to the Participant, subject to the terms and conditions of
      the Plan and subject further to the terms and conditions herein set forth,
      an
      award of __,___ Stock Units. For purposes of this Agreement and any related
      Deferral Agreement, a Stock Unit is the right to receive a share of Common
      Stock
      based on the terms of this Agreement.

     

    2. Terms
      and Conditions.

    No
      Common
      Stock will be issued, no payment will be made hereunder, and the Participant’s
      interest in the Stock Units granted hereunder shall be forfeited except to
      the
      extent that the requirements of the following paragraphs are
      satisfied.

     

    3. Vesting.

    The
      Stock
      Units subject to this Agreement will vest as follows: (i) 50% of the Stock
      Units
      will vest on May 22, 2007; and (ii) 50% of the Stock Units will vest on May
      22,
      2008.

     

    4. Forfeiture.

    The
      shares of Common Stock subject to this Agreement will be forfeited if the
      Participant is not an officer of the Company on May 22, 2007 and May 22, 2008.
      Notwithstanding the immediately preceding
      sentence, if (i)
      the
      Participant is an officer of the Company on May 22, 2007, 50% of the Stock
      Units
      will vest on such date
      and (ii)
      the shares of Common Stock subject to this Agreement will not be forfeited
      upon
      the Participant’s retirement from the Company if on the date of such retirement
      the Participant is entitled to receive benefits, without any actuarial reduction
      thereof, under the Employees’ Retirement Plan of Green Mountain Power
      Corporation. For purposes of this Section 4, retirement shall mean a
      Participant’s termination of employment with the Company for any reason other
      than termination for cause. 

     

    5. Shareholder
      Rights.

    The
      Participant shall not have any rights as a shareholder of the Company with
      respect to the Stock Units subject to this Agreement until the Stock Units
      vest
      and are settled by the issuance of Common Stock.

     

    6. Change
      in Capital Structure.

    The
      terms
      of this Agreement, including the number of Stock Units subject to this
      Agreement, shall be adjusted as the Committee determines is equitably required
      in the event the Company effects one or more stock dividends, stock split-sups,
      subdivisions or consolidations of shares or other similar changes in
      capitalization.

     

    7. Conflicts.

    In
      the
      event of any conflict between the provisions of the Plan as in effect on the
      Date of Grant and the provisions of this Agreement, the provisions of the Plan
      shall govern. All references herein to the Plan mean the Plan as in effect
      on
      the date hereof.

     

    8. Participant
      Bound by Plan.

    The
      Participant hereby acknowledges that a copy of the Plan has been made available
      to him and agrees to be bound by all the terms and provisions
      thereof.

     

    9. Binding
      Effect.

    Subject
      to the limitations stated above and in the Plan, this Agreement shall be binding
      upon and inure to the benefit of the legatees, distributees and personal
      representatives of the Participant and the successors of the
      Company.

     

    10. Governing
      Law.

    This
      Agreement shall be governed by, and interpreted under, the laws of the State
      of
      Vermont except its choice of law provisions to the extent that they would
      require the application of the laws of a State other than the State of
      Vermont.

     

    *
      *
      *

     

    IN
      WITNESS WHEREOF, the Company has caused this Agreement to be signed by its
      duly
      authorized officer and the Participant has signed this Agreement on the date
      or
      dates set forth below.

     

    


    GREEN
      MOUNTAIN POWER CORPORATION

    


    


    


    By:       

    


    Date:       

    


    


    


    


    <PARTICIPANT>

    


    


    


    By:       

    


    Date: