2003 SEC FORM 10-K EXHIBIT 10-D-48 GREEN MOUNTAIN POWER CORPORATION OFFICER DEFERRED STOCK UNIT AGREEMENT

Deferred Unit Award Agreement

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This Deferred Unit Award Agreement involves

GREEN MOUNTAIN POWER CORP | STEPHEN C. TERRY

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Title: 2003 SEC FORM 10-K EXHIBIT 10-D-48 GREEN MOUNTAIN POWER CORPORATION OFFICER DEFERRED STOCK UNIT AGREEMENT
Date: 3/12/2004
Industry: ELECTU Sector: UTILIT

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2003 SEC FORM 10-K EXHIBIT 10-D-48

GREEN MOUNTAIN POWER CORPORATION

OFFICER DEFERRED STOCK UNIT AGREEMENT

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THIS AGREEMENT, dated as of the 10th day of February 2004, between GREEN

MOUNTAIN POWER CORPORATION , a Vermont corporation (the "Company"), and STEPHEN

C. TERRY (the "Participant"), is made pursuant and subject to the provisions of

the Green Mountain Power Corporation 2000 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.

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Pursuant to the Plan, the Company, effective as of February 9, 2004 (the

"Date of Grant"), granted 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 4,900 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.

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