EXHIBIT 10.4
                        GREEN MOUNTAIN POWER CORPORATION
                           OFFICER DEFERRAL AGREEMENT
                           --------------------------
     THIS  DEFERRAL AGREEMENT (the "Agreement") is between STEPHEN C. TERRY (the
"Participant"), the holder of Stock Units granted under the Green Mountain Power
Corporation  2000  Stock  Incentive  Plan (the "Plan"), and GREEN MOUNTAIN POWER
CORPORATION,  a Vermont corporation (the "Company").  All terms used herein that
are  defined  in  the  Plan  have  the  same  meaning  given  them  in the Plan.
1.  ELECTION  OF  DEFERRED  BENEFIT.
------------------------------------
Pursuant  to the Officer Deferred Stock Unit Agreement, dated February 10, 2004,
between the Participant and the Company, the Participant's Stock Units will vest
as follows: (i) 50% of the Stock Units will vest on February 15, 2005 (the "2005
Stock  Units");  and  (ii) 50% of the Stock Units will vest on February 15, 2006
(the  "2006  Stock  Units").
The  Participant  hereby  elects to defer payment of his or her 2005 Stock Units
award  in  accordance  with Section 6(g)(iii) of the Plan and receive a deferred
Stock  Unit  (the "2005 DSU").  The Participant elects the 2005 DSU with respect
to 4,900 shares of Common Stock (the "2005 Shares") subject to an award of Stock
Units  on  February  9,  2004.
Subject  to  the  provisions  of  Section 5(b) of this Agreement, on or prior to
December 31, 2005, the Participant may elect to defer payment of his or her 2006
Stock Units award in accordance with Section 6(g)(iii) of the Plan and receive a
deferred Stock Unit (the "2006 DSU").  If the Participant shall elect to receive
a  2006 DSU, the Participant shall, on or prior to December 31, 2005, notify the
Company,  in  writing,  of  (i)  the date as of which the shares of Common Stock
relating to the 2006 DSU (the "2006 Shares") will be distributed in satisfaction
of  the 2006 DSU and (ii) the Participant's election with respect to the receipt
of  dividend  equivalents  with  respect  to the 2006 Shares (the "December 2005
Notice").  The  December  2005  Notice shall set forth the same information with
respect  to  the  distribution  of  the  2006  Shares and the receipt of related
dividend  equivalents  as  provided  with respect to the 2005 Shares and related
dividend  equivalents  in  Section  5(a)  of  this  Agreement.
2.  FUTURE  DISTRIBUTION  OF  SHARES.
-------------------------------------
     As  soon  as  practicable  following  the  distribution  date prescribed by
Section  5  of  this  Agreement,  the Company shall issue or distribute the 2005
Shares and the Additional Shares, as defined in Section 5(a), to the Participant
or,  if  the  Participant  is  not  living,  the Participant's Beneficiary.  For
purposes of this Agreement, the Participant's Beneficiary shall be the person or
persons or entity or entities who succeed to the Participant's rights under this
Agreement  by  will  or  by  the  laws  of  descent  and  distribution.
3.  DIVIDEND  EQUIVALENTS.
--------------------------
     The  Company shall pay dividend equivalents to the Participant with respect
to  the  2005 Shares and the 2006 Shares, as the case may be, and the Additional
Shares.  The  amount  of  any  dividend equivalents payable under this Section 3
shall  be  equal  to the amount of dividends that would have been payable on the
2005  Shares  and the 2006 Shares, as the case may be, and the Additional Shares
if  the  2005  Shares  and/or  the  2006  Shares  and the Additional Shares were
outstanding  on  the record date for the dividend payment.  Dividend equivalents
shall be paid as soon as practicable following the payment date for the dividend
on  the  Common  Stock.
4.  VESTING.
-----------
     The Participant's right to receive the 2005 Shares, the 2006 Shares and the
Additional Shares as a 2005 DSU and 2006 DSU is nonforfeitable.  Notwithstanding
the  immediately  preceding  sentence,  the  obligation  to  distribute the 2005
Shares,  the  2006 Shares and the Additional Shares as a 2005 DSU and a 2006 DSU
is  an  unfunded  obligation  of the Company and the Participant is an unsecured
creditor  of  the  Company  with respect to the satisfaction of the 2005 DSU and
2006  DSU.
5.  DEFERRAL  OF  DISTRIBUTION  AND/OR  DIVIDEND  EQUIVALENTS.
-------------------------------------------------------------
Subject  to  the  provisions  of Section 5(b) of this Agreement, the Participant
may,  on  or prior to December 31, 2004, elect the date as of which (i) the 2005
Shares  will  be  distributed  in  satisfaction  of  the  2005  DSU and (ii) the
Participant  shall  receive dividend equivalents in accordance with Section 3 of
this Agreement.  The Participant may elect a distribution date with reference to
a  specific  date, a specific event, termination of service as a director of the
Company  ("termination")  or  the Participant may elect a distribution date with
reference  to the earlier or later to occur of a specific date or specific event
or  termination.  Subject  to  the provisions of Section 5(b) of this Agreement,
the  Participant  hereby  makes  the  following  election  with  respect  to the
distribution  of  the  2005  Shares:
     _X_     Distribution  as  of  this  date:  01/01/06.
      -                                         ---------
___     Distribution  as  of  the  following  event:_________________.
___     Distribution  upon  termination.
___     Distribution  as  of  the  earlier  of the date or event or termination.
___     Distribution  as  of  the  later  of  the  date or event or termination.
     Subject  to  the  provisions  of  Section  5(b)  of  this  Agreement,  the
Participant  hereby  makes the following election with respect to the receipt of
dividend  equivalents:
_X_     Receive  dividend  equivalents  as  of  this  date:  01/01/06.
 -                                                           ---------
___     Receive  dividend  equivalents  as  of  the  following
event:___________________.
___     Receive  dividend  equivalents  upon  termination.
___     Receive  dividend  equivalents as of the earlier of the date or event or
termination.
___     Receive  dividend  equivalents  as  of the later of the date or event or
termination.
     Deferred  dividend  equivalents  shall be treated as invested in additional
shares  of  Common  Stock  ("Additional  Shares").  Additional  Shares  shall be
deferred  and  distributed in the same manner as 2005 Shares and 2006 Shares, as
the  case  may  be, pursuant to the first paragraph of this Section 5(a) and the
December  2005  Notice,  as  the  case  may  be.
Notwithstanding  the Participant's election(s) under the preceding Section 5(a),
the  2005  Shares and 2006 Shares, as the case may be, and the Additional Shares
will  be  distributed  in satisfaction of the 2005 DSU and 2006 DSU, as the case
may  be, as soon as practicable following the Participant's death or disability,
while  acting  as  an  officer  of  the  Company.
6.  SHAREHOLDER  RIGHTS.
-----------------------
     The  Participant  (and  any  Beneficiary)  shall  not  have any rights as a
shareholder of the Company with respect to the 2005 Shares, the 2006 Shares, the
Additional  Shares, the 2005 DSU or the 2006 DSU until the issuance of shares of
Common  Stock  to  the  Participant  or  Beneficiary.
7.  ADJUSTMENTS  FOR  CAPITAL  CHANGES.
--------------------------------------
     The number of 2005 Shares, 2006 Shares, Additional Shares, the 2005 DSU and
the 2006 DSU shall be adjusted as the Committee determines is equitably required
in  the  event  that  the  Company  effects  one  or more stock dividends, stock
split-ups,  share  consolidations or other similar changes in the capitalization
of  the  Company.
8.  TAX  WITHHOLDING.
--------------------
     The  Participant  (or any Beneficiary) shall make arrangements satisfactory
to  the  Company  for  the  satisfaction  of any income, employment or other tax
withholding  obligations  arising  in  connection  with  this  Agreement  or the
settlement  of  the  2005  DSU  or  2006  DSU,  as  the  case  may  be.
9.  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.
10.  NONASSIGNMENT;  SUCCESSORS.
-------------------------------
The  Participant  may  not  assign,  pledge,  hypothecate  or  transfer  the
Participant's  rights  under  this  Agreement  other  than by will or the law of
descent  and distribution.  This Agreement shall be binding upon the Beneficiary
and  any  successor  in  interest  to  the  Participant.
This  Agreement  shall be binding upon the Company and any successor in interest
to the Company, whether such succession is by contract, assignment, operation or
law  or  otherwise.
                                      * * *
     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:          /s/Christopher  L.  Dutton
             --------------------------
Date:          November  30,  2004
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STEPHEN  C.  TERRY

          /s/Stephen  C.  Terry
          ---------------------
Date:          November  30,  2004
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