SUPPLEMENTAL RETIREMENT PLAN

This is an Agreement, entered into as of the date set forth on the Summary Schedule (the “Effective Date”), 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 the “Company”) and the Executive named on the Summary Schedule (hereinafter the “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 retirement and death benefits provided herein constitute an important and integral portion of the Executive’s financial and retirement planning; and

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.  Age 65 Benefit. The Company will pay the Executive a benefit under this Paragraph if the Executive remains in the continuous employ of the Company from the Effective Date until the date the Executive attains age 65 and a Change in Control (as defined in Paragraph 3) has not occurred. The benefit payable under this Paragraph shall equal the Executive’s Accrued Benefit (determined in accordance with the Summary Schedule as of the Executive’s sixty-fifth birthday and payable as provided in this Paragraph). If the value of such Accrued Benefit is $1,000,000 or less, the benefit payable under this Paragraph shall be paid to the Executive in a single cash payment within thirty days after the Executive’s sixty-fifth birthday. If the value of such Accrued Benefit exceeds $1,000,000, the benefit payable under this Paragraph shall be paid as follows: (x) a single cash payment of $1,000,000 will be paid to the Executive within thirty days after the Executive’s sixty-fifth birthday and (y) the balance of the amount payable under this Paragraph, with interest determined in accordance with the Summary Schedule, shall be paid in equal or nearly equal monthly installments for five years beginning on the first day of the month coincident with or next following the Executive’s sixty-sixth birthday. If the Executive dies after attaining age 65 while in the continuous employ of the Company after the Effective Date, but before receiving all of the benefits payable under this Paragraph, the balance of such benefits shall be paid by the Company, on the schedule and in the form described above, to the beneficiaries named in the Summary Schedule.

2.   Termination Before Age 65. The Company will pay the Executive a benefit under this Paragraph if the Executive’s employment with the Company and its affiliates terminates (i) before the Executive attains age 65, (ii) before a Change in Control (as defined in Paragraph 3), (iii) for a reason other than cause (gross misconduct) and (iv) after the Executive has completed at least five Years of Service (as defined in the Summary Schedule). The benefit payable under this Paragraph shall equal the Executive’s Accrued Benefit (determined in accordance with the Summary Schedule as of the Executive’s termination and payable as provided in this Paragraph), but subject to an actuarial equivalence reduction using a five percent (5%) interest rate (with no mortality assumption) for each full year that the Executive’s termination date precedes the Executive’s sixty-fifth birthday unless the Executive has attained age 59 and completed 10 Years of Service as of the Executive’s termination date. If the value of such Accrued Benefit (after any reduction required by the preceding sentence) is $1,000,000 or less, the benefit payable under this Paragraph shall be paid to the Executive in a single cash payment on the first day of the month coincident with or next following the date that is six months after the Executive’s termination of employment. If the value of such Accrued Benefit (after any reduction required by the second preceding sentence) exceeds $1,000,000, the benefit payable under this Paragraph shall be paid as follows: (x) a single cash payment of $1,000,000 will be paid to the Executive on the first day of the month coincident with or next following the date that is six months after the Executive’s termination of employment and (y) the balance of the amount payable under this Paragraph, with interest determined in accordance with the Summary Schedule, shall be paid in equal or nearly equal monthly installments for five years beginning on the first day of the month coincident with or next following the anniversary of the Executive’s termination of employment. If the Executive dies after the commencement of benefit payments under this Paragraph but before receiving all of the benefits payable under this Paragraph, the balance of such benefits shall be paid by the Company, on the schedule and in the form described above, to the beneficiaries named in the Summary Schedule. If the Executive dies before the commencement of benefits under this Paragraph, before a termination of employment for cause (gross misconduct), before the Executive has attained age 65 and before a Change in Control but after completing at least five Years of Service (as defined in the Summary Schedule), then the benefits described in this Paragraph, computed as of the Executive’s death, shall be paid by the Company, on the schedule and in the form described above, to the beneficiaries named in the Summary Schedule.

3.  Change in Control Benefit. The Company will pay the Executive a benefit under this Paragraph if the Executive remains in the continuous employ of the Company from the Effective Date until a Change in Control. The benefit payable under this Paragraph shall be paid in a single cash payment, as soon as practicable following the earlier of the first day of the month coincident with or next following the date that is six months after the Executive’s termination of employment or the Executive’s attainment of age 65. The benefit payable under this Paragraph shall be the value of the Executive’s Accrued Benefit (determined in accordance with the Summary Schedule as of the Executive’s termination date or sixty-fifth birthday, as applicable, but assuming that Executive had completed an additional two Years of Service). For purposes of this Agreement, the term “Change in Control” has the same definition as set forth in the Change of Control Agreement, dated April 3, 2006, between the Company and the Executive. If the Executive dies after becoming entitled to a benefit under this Paragraph but before such benefit is paid, the Company will pay the benefit under this Paragraph to the Executive’s beneficiaries named in the Summary Schedule. The timely payment of such lump sum benefit to the Executive (or the Executive’s beneficiaries named in the Summary Schedule, as applicable) shall be treated as compliance with the provisions of Paragraph 10 hereof.

4.  Death Benefit. If the Executive dies before the commencement of benefits to the Executive pursuant to Paragraphs 1, 2 or 3 above, then the Company shall pay to the Executive’s beneficiaries an additional benefit of One Hundred Thousand Dollars ($100,000.00) which will be paid in a single cash payment within thirty days after the Executive’s death.

5.  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 retirement, the Executive shall be considered to be continuing in employment as an executive for as long as such disability exists, but not after age sixty-five. The Company may grant the Executive one or more leaves of absence during which time the Executive shall be considered to be in the employ of the Company for purposes of this Agreement.

6.  Executives of Subsidiaries. For purposes of this Agreement, 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 Agreement.

7.  Employment and Other Rights. This Agreement 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 part of the Company except as set forth herein.

8.  Anti-Alienability Cl