Exhibit 10.5 DS Agreement Rendall




Exhibit 10.5

GREEN
MOUNTAIN POWER CORPORATION




2005
OFFICER DEFERRED STOCK UNIT AGREEMENT




THIS
AGREEMENT, dated as of the
27th day of
May 2005, between
GREEN MOUNTAIN POWER CORPORATION, a Vermont corporation (the “Company”), and
Donald J. Rendall, Jr. (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 May 23, 2005 (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
3,500 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 23, 2006; and (ii) 50% of the Stock Units will vest on May 23,
2007.

 

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 23, 2006 and May 23, 2007.
Notwithstanding the immediately preceding sentence, if (i)
the
Participant is an officer of the Company on May 23, 2006, 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:/s/Christopher
L. Dutton




Date: May
27, 2005













DONALD
J. RENDALL, JR.










By:/s/Donald
J. Rendall, Jr.




Date: May
27, 2005