Exhibit 10.8 SERP Terry




EXHIBIT 10.8

 

2005
SUPPLEMENTAL RETIREMENT PLAN

 

	*  	
      This
      is an Agreement (the “2005 Plan”), entered into as of the date set forth
      on the Summary Schedule 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 “Company”) and the Executive named on 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 aid in
      providing retirement and death benefits to the Executive and his
      beneficiaries;



	*  	
      WHEREAS,
      the Executive is a highly compensated managerial
  employee;



WHEREAS,
the Executive and the Company entered into an Amended Supplemental Retirement
Plan on April 20, 1995 (the “Plan”);




WHEREAS,
the Plan was amended by resolutions adopted by the Company’s Board of Directors
on December 30, 2004, in order to assure the Plan’s exemption from the
limitations and requirements prescribed by Section 409A of the Internal Revenue
Code of 1986, as amended, and to approve the establishment of this 2005
Plan;




WHEREAS,
the Executive and the Company wish to enter into this Agreement to memorialize
the terms of the 2005 Plan;




	*  	
      WHEREAS,
      the retirement and death benefits provided herein constitute an important
      and integral portion of the Executive’s financial and retirement 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.  	
      Benefit
      Payments. Unless the Executive’s employment is terminated for cause (gross
      misconduct) on or before December 31, 2005, the Company will pay the
      Executive the monthly benefit set forth on the Summary Schedule. The first
      payment of such monthly benefit shall be paid on January 1, 2006. The
      payment of such monthly benefit shall continue thereafter for fifteen
      years. If the Executive dies on or after January 1, 2006 and before the
      payments guaranteed for fifteen years have been paid, the unpaid balance
      of the actual payments guaranteed for fifteen years will continue to be
      paid by the Company to the beneficiaries named in the Summary Schedule. If
      the Executive dies before January 1, 2006 and before the Executive’s
      employment is terminated for cause (gross misconduct), then the monthly
      benefit set forth on the Summary Schedule shall be paid by the Company to
      the Executive’s beneficiaries named in the Summary Schedule for fifteen
      years.



 

	2.  	
      Death
      Benefit. If the Executive dies after payment of the monthly benefits to
      the Executive have commenced pursuant to Paragraph 1 above, then the
      Company shall pay to the Executive’s beneficiaries named in the Summary
      Schedule an additional benefit of One Hundred Thousand Dollars
      ($100,000.00).



 

	3.  	
      Benefits
      on a Change in Control. Upon a termination of employment within the
      meaning of a certain Letter Agreement by and between the Company and the
      Executive that concerns a change in control of the company (the “Letter
      Agreement”), as such Letter Agreement may be modified from time to time)
      and before January 1, 2006 for any reason following a Change in Control
      (as defined in the Letter Agreement) except for cause (gross misconduct),
      the Executive shall be deemed to have satisfied all requirements for the
      receipt of benefits under this 2005 Plan. The Company will pay to the
      Executive a single lump sum benefit in lieu of the payments otherwise due
      under the terms of this 2005 Plan on the date that is six (6) months after
      the Executive’s termination of employment. Said lump sum payment shall be
      the present value equivalence of the amount per month set forth on the
      Summary Schedule guaranteed for fifteen years commencing within thirty
      days of the Executive’s termination of employment and shall not be reduced
      to reflect that the payment date precedes the Executive’s attaining age
      65. The interest rate used to calculate the present value of the amount
      per month set forth in the Summary Schedule shall be the “Applicable
      Interest Rate” as defined in the Employees’ Retirement Plan of Green
      Mountain Power Corporation (“the Retirement Plan”) or, if the Retirement
      Plan shall cease to define Applicable Interest Rate, such similar interest
      rate as shall be used under the Retirement Plan or a similar plan to
      determine the present value of benefits payable in a lump sum. The timely
      payment of such lump sum benefit to the Executive shall be treated as
      compliance with the provisions of Section 11
hereof.



 

	4.  	
      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
      termination of employment with the Company, the Executive shall be
      considered to be continuing in employment as an executive for as long a
      such disability exists, but not after December 31, 2005, 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.



 

	5.  	
      Executives
      of Subsidiaries. For purposes of this 2005 Plan, 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 2005
      Plan.



 

	6.  	
      Employment
      and Other Rights. This 2005 Plan 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 party
      of the Company except as set forth herein.



 

	7.  	
      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.



 

	8.  	
      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.



 

	9.  	
      Reorganization
      of the Company. In addition to those rights granted Executive under a
      certain Letter Agreement dated December 6, 1998 that concerns a change in
      control of the Company, 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 one hundred percent (100%) of those
      otherwise provided herein. If benefits are payable under the
      above-identified Letter 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.



 

	10.  	
      Unsecured
      Provisions. The rights of the Executive under this 2005 Plan, 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, unpledged assets of the
      Company.



 

	11.  	
      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.



 

	12.  	
      Facility
      of Payment. If any installment or payment is required to be made by the
      Company under this 2005 Plan 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 is 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.



	13.  	
      Arbitration.
      In the event of any dispute arising between the parties to this 2005 Plan,
      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
      2005 Plan; 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 2005 Plan.



 

	14.  	
      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.



 

	15.  	
      State
      Law. This 2005 Plan shall be construed under the laws applicable to
      agreements made entirely within the State of
Vermont.



 

	16.  	
      Revocability.
      This 2005 Plan may be revoked or amended in whole or part only by writing
      signed by both parties hereto (except as set forth in Paragraph 17
      below).



 

	17.  	
      Amendment.
      Notwithstanding any other provision of this 2005 Plan, in the event of a
      substantial change in the federal income tax laws affecting the economic
      viability of this 2005 Plan, the Board of Directors may amend the Plan by
      freezing the Executive’s salary level for purposes of this 2005 Plan at
      the level as of date of the amendment, provided, however, that this right
      to amend shall terminate upon a change in control of the Company as
      “change in control” is defined in a certain Letter Agreement between the
      Executive and the Company dated December 6, 1998 that concerns such an
      event.



 

	18.  	
      Whole
      Agreement. This writing contains the whole agreement of the parties
      concerning the 2005 Plan, with no other understandings or provisions other
      than what is contained herein.



 

ACKNOWLEDGMENT
OF ARBITRATION

 

	*  	
      The
      parties hereto understand that this 2005 Plan 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 27th day of May, 2005.






IN THE
PRESENCE OF:




/s/Penny
Collins       
 /s/Stephen
C. Terry 

(as to
both)      Executive




/s/Donald
J. Rendall, Jr.   GREEN
MOUNTAIN POWER CORPORATION

(as to
both)

                                                                                                               
By: /s/
Christopher L. Dutton

Duly
Authorized Agent






















2005
SUPPLEMENTAL RETIREMENT PLAN

 

SUMMARY
SCHEDULE

 

1. Name of
Executive:   Stephen
C. Terry




2. Address:    15
Sheldon Lane

Middlebury,
Vermont 05773




3. Date of
Agreement:   May 27,
2005.




4. Monthly
Retirement Benefit:  33% of
the Executive’s Salary from the Company for the 12 months before termination of
employment divided by 12 less the monthly benefit payable to the Executive (in
the same form of benefit) under the Amended and Restated Supplemental Executive
Retirement Plan between the Company and the Executive dated April 20,
1995.




5. Beneficiaries:    My wife,
Sally W. Johnson, if living; otherwise

equally
to my children, William West Terry, Joshua

H. Terry
and Megan Foster.





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







Dated at
Colchester, Vermont, this 27th day of May, 2005.




WITNESS:




/s/Penny
Collins        /s/Stephen
C. Terry

(as to
both)      Executive







GREEN
MOUNTAIN POWER CORPORATION




/s/Donald
J. Rendall, Jr.       /s/Christopher
L. Dutton   

(as to
both)        Duly
Authorized Agent