2005 Supplemental Retirement Plan with Stephen C. Terry, dated May 27, 2005

Benefit Payments. Unless the Executive’s employment is terminated for cause (gross misconduct) on or before December 31, 2005, the Company will pay the Executive the monthly benefit set forth on the Summary Schedule. The first payment of such monthly benefit shall be paid on January 1, 2006. The payment of such monthly benefit shall continue thereafter for fifteen years. If the Executive dies on or after January 1, 2006 and before the payments guaranteed for fifteen years have been paid, the unpaid balance of the actual payments guaranteed for fifteen years will continue to be paid by the Company to the beneficiaries named in the Summary Schedule. If the Executive dies before January 1, 2006 and before the Executive’s employment is terminated for cause (gross misconduct), then the monthly benefit set forth on the Summary Schedule shall be paid by the Company to the Executive’s beneficiaries named in the Summary Schedule for fifteen years.

Death Benefit. If the Executive dies after payment of the monthly benefits to the Executive have commenced pursuant to Paragraph 1 above, then the Company shall pay to the Executive’s beneficiaries named in the Summary Schedule an additional benefit of One Hundred Thousand Dollars ($100,000.00).

Benefits on a Change in Control. Upon a termination of employment within the meaning of a certain Letter Agreement by and between the Company and the Executive that concerns a change in control of the company (the “Letter Agreement”), as such Letter Agreement may be modified from time to time) and before January 1, 2006 for any reason following a Change in Control (as defined in the Letter Agreement) except for cause (gross misconduct), the Executive shall be deemed to have satisfied all requirements for the receipt of benefits under this 2005 Plan. The Company will pay to the Executive a single lump sum benefit in lieu of the payments otherwise due under the terms of this 2005 Plan on the date that is six (6) months after the Executive’s termination of employment. Said lump sum payment shall be the present value equivalence of the amount per month set forth on the Summary Schedule guaranteed for fifteen years commencing within thirty days of the Executive’s termination of employment and shall not be reduced to reflect that the payment date precedes the Executive’s attaining age 65. The interest rate used to calculate the present value of the amount per month set forth in the Summary Schedule shall be the “Applicable Interest Rate” as defined in the Employees’ Retirement Plan of Green Mountain Power Corporation (“the Retirement Plan”) or, if the Retirement Plan shall cease to define Applicable Interest Rate, such similar interest rate as shall be used under the Retirement Plan or a similar plan to determine the present value of benefits payable in a lump sum. The timely payment of such lump sum benefit to the Executive shall be treated as compliance with the provisions of Section 11 hereof.

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 termination of employment with the Company, the Executive shall be considered to be continuing in employment as an executive for as long a such disability exists, but not after December 31, 2005, and the Executive’s salary as referred to on the Summary Schedule shall be deemed to be the Executive’s annual base compensation on the date of onset of the disability.

Executives of Subsidiaries. For purposes of this 2005 Plan, 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 2005 Plan.

Employment and Other Rights. This 2005 Plan 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 party of the Company except as set forth herein.

Anti-Alienability Clause. Neither the Executive nor any beneficiary shall transfer, assign, pledge, mortgage or encumber any of the benefits and payments hereunder. The benefits shall not be subject to seizure, lien, judgment, alimony, levy, garnishment, or attachment. In the event that the Executive or any beneficiary shall attempt any of the acts described in this Paragraph, then the payment of installment payments or benefits by the Company shall immediately terminate.

No Effect on Other Plans. Nothing contained herein shall affect any right or privilege of the Executive with regard to other employee plans the Company has, or may have in the future.

Reorganization of the Company. In addition to those rights granted Executive under a certain Letter Agreement dated December 6, 1998 that concerns a change in control of the Company, the Company agrees that it will not merge or consolidate with any other company, business, corporation, partnership, or organization, and that it will not permit any of its activities to be taken over unless and until the succeeding or continuing corporation expressly assumes all rights, duties, privileges and obligations herein set forth. In the event the Company fails to comply with this provision, the Executive or Executive’s beneficiary, as the case may be, shall be entitled to benefits equal to one hundred percent (100%) of those otherwise provided herein. If benefits are payable under the above-identified Letter Agreement, then the Executive shall be deemed to have satisfied all requirements for the full vesting of benefits under this Agreement on the day prior to termination of employment with the Company.

Unsecured Provisions. The rights of the Executive under this 2005 Plan, and of any beneficiary shall be solely those of an unsecured creditor of the Company. Any asset acquired by the Company in connection with any obligation herein shall not be deemed to be held in trust for the Executive or beneficiary. All such assets remain general, unpledged assets of the Company.

Communications. Any notice or communication shall be made in writing and addressed as the case may be to the principal offices of the Company and the principal residence of the Executive. Each party shall notify the other of a change of address of the principal office and principal residence.

Facility of Payment. If any installment or payment is required to be made by the Company under this 2005 Plan to any person under a legal disability at the time, then the Company may, in its sole discretion, make the payment in any of the following ways:

Directly to the person.

To the legal representative of the person.

To some near relative of the person, said payment is to be used for the latter’s benefit.

Directly for the payment of expenses relating to the health, maintenance, support and education of the person.

Arbitration. In the event of any dispute arising between the parties to this 2005 Plan, the parties agree that such controversy shall be settled exclusively by arbitration in Burlington, Vermont, in accordance with the rules of the American Arbitration Association. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. In the event that the Executive prevails and is awarded benefits or money damages by the arbitrator, such benefits or damages shall be equal to one hundred twenty-five (125%) of the benefits or damages otherwise due under this 2005 Plan; however, if the arbitrator finds that the Company acted in good faith, such benefits or damages shall only be equal to one hundred percent (100%) of the amount due under this 2005 Plan.

Attorney’s Fees. The Company shall pay the Executive or his beneficiaries all costs and expenses, including reasonable attorney’s fees and arbitration costs, incurred by them in reasonably exercising any of their rights hereunder, or in enforcing any terms, conditions, or provisions hereof.

State Law. This 2005 Plan shall be construed under the laws applicable to agreements made entirely within the State of Vermont.

Revocability. This 2005 Plan may be revoked or amended in whole or part only by writing signed by both parties hereto (except as set forth in Paragraph 17 below).

Amendment. Notwithstanding any other provision of this 2005 Plan, in the event of a substantial change in the federal income tax laws affecting the economic viability of this 2005 Plan, the Board of Directors may amend the Plan by freezing the Executive’s salary level for purposes of this 2005 Plan at the level as of date of the amendment, provided, however, that this right to amend shall terminate upon a change in control of the Company as “change in control” is defined in a certain Letter Agreement between the Executive and the Company dated December 6, 1998 that concerns such an event.

Whole Agreement. This writing contains the whole agreement of the parties concerning the 2005 Plan, with no other understandings or provisions other than what is contained herein.