Exhibit 10.2 Form of Consent DSUs


    Exhibit
      10.2

    October
      30, 2006

    


    


    Name

    Street
      Address

    City,
      State ZIP

    


    DSU
      Awards Under 2004 Stock Incentive Plan

    


    Dear
      ___________:

    


    As
      you
      know, Green Mountain Power Corporation (the “Company”) has agreed to merge with
      a subsidiary of Northern New England Energy Corporation (the “Merger”).
      Completion of the Merger is subject to the approval of the Company’s
      shareholders (who will meet on October 31, 2006), and the approval of the
      regulatory authorities.

    


    Approval
      of the Merger by the Company’s shareholders will affect your outstanding
      deferred stock units (“DSUs”) granted under the Company’s 2004 Stock Incentive
      Plan. The following paragraphs describe how your outstanding awards will be
      affected. The following paragraphs also describe a change to the terms of your
      outstanding awards that has been approved, subject to your consent.

    


    Current
      Rules.
      Your
      outstanding DSUs will be vested on October 31, 2006, if the Merger is approved
      by the Company’s shareholders. However, shares will not be issued to settle the
      DSUs until the originally scheduled vesting dates. Any DSUs that are outstanding
      on the date the Merger is completed will be settled in cash.

    


    Vesting
      Upon Closing. For
      several reasons, the Company wants you to agree that your DSUs will vest as
      of
      the earlier of (i) the originally scheduled vesting dates or (ii) upon
      completion of the Merger (but not upon the shareholders’ approval of the
      Merger). Shares of common stock will be issued to settle the DSUs on the
      originally scheduled vesting dates. Any DSUs that are outstanding on the date
      the Merger is completed will be settled in cash. In short, if you agree to
      this
      change, the terms of your DSUs will remain unaffected except that any control
      change vesting will occur upon completion of the Merger rather than upon the
      shareholders’ approval of the transaction.

    


    In
      consideration of your agreement to this change, the Company will pay you $10.00
      (and the Company’s check is attached). 

     

    The
      Company hopes that you will consent to the change in the terms of your DSUs.
      If
      you accept and agree to this action, please sign below and return this letter
      to
      Penny Collins. You should keep the enclosed copy of this letter for your
      records. Please feel free to contact me if you have any questions about your
      outstanding awards or this memorandum.

    


    Sincerely,

    


    


    /s/Merrill
      O. Burns

    Chair
      -
      Compensation Committee

    


    Attachments

    


    


    Acceptance
      and Consent

    


    I
      hereby
      accept and consent to the amendment of my outstanding DSUs granted under the
      2004 Stock Incentive Plan to waive my right to accelerated vesting of my DSUs
      upon the shareholders’ approval of the Merger. Any DSUs that have not previously
      vested will vest upon completion of the Merger. The DSUs will remain subject
      to
      the other terms of my DSU agreement and the 2004 Stock Incentive Plan. I also
      acknowledge the receipt and legal sufficiency of the company’s payment to me as
      consideration for my agreement. 

    


    Date:______________    
Signed:___________________________________

    


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