0000043704-05-000045 Sample Contracts

GREEN MOUNTAIN POWER CORPORATION
Officer Deferred Stock Unit Agreement • May 27th, 2005 • Green Mountain Power Corp • Electric services • Vermont

THIS AGREEMENT, dated as of the 27th day of May 2005, between GREEN MOUNTAIN POWER CORPORATION, a Vermont corporation (the “Company”), and Walter S. Oakes (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.

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GREEN MOUNTAIN POWER CORPORATION OFFICER DEFERRED STOCK UNIT AGREEMENT
Green Mountain Power • May 27th, 2005 • Green Mountain Power Corp • Electric services • Vermont

THIS AGREEMENT, dated as of the 10th day of February 2004, as amended and restated as of the 27th day of May 2005, 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.

Contract
Supplemental Retirement Plan • May 27th, 2005 • Green Mountain Power Corp • Electric services

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”).

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