GREEN MOUNTAIN POWER CORP
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>doc4.txt
<TEXT>
                                  Exhibit 10.3
                        Green Mountain Power Corporation

                           DIRECTOR DEFERRAL AGREEMENT
                           ---------------------------

     THIS  DEFERRAL AGREEMENT (the "Agreement") is between EUCLID A. IRVING (the
"Participant"),  the  holder  of  a  Stock Unit granted under the Green Mountain
Power  Corporation  2000  Stock  Incentive Plan (the "Plan"), and GREEN MOUNTAIN
POWER CORPORATION, a Vermont corporation (the "Company").  All terms used herein
that  are  defined  in  the  Plan  have the same meaning given them in the Plan.

     1.     ELECTION  OF  DEFERRED  BENEFIT
            -------------------------------
     The  Participant  hereby  elects  to defer payment of his or her Stock Unit
award  in  accordance  with Section 6(g)(iii) of the Plan and receive a Deferred
Stock Unit ("DSU").  The Participant elects the DSU with respect to 1,100 shares
of  Common  Stock  (the "Shares") subject to an award of Stock Units on July 19,
2004.

     2.     FUTURE  DISTRIBUTION  OF  SHARES
            --------------------------------
     As  soon  as  practicable  following  the  distribution  date prescribed by
Section  5  of  this Agreement, the Company shall issue or distribute the Shares
and the Additional Shares, as defined in Section 5(a), to the Participant or, if
the  Participant  is not living, the Participant's Beneficiary.  For purposes of
this  Agreement, the Participant's Beneficiary shall be the person or persons or
entity  or  entities who succeed to the Participant's rights under the Agreement
by  will  or  by  the  laws  of  descent  and  distribution.

     3.     DIVIDEND  EQUIVALENTS
            ---------------------
     The  Company shall pay dividend equivalents to the Participant with respect
to the Shares and the Additional Shares.  The amount of any dividend equivalents
payable  under  this  Section  3  shall be equal to the amount of dividends that
would  have  been  payable on the Shares and the Additional Shares if the Shares
and  the  Additional Shares were outstanding on the record date for the dividend
payment.  Dividend  equivalents  shall  be paid as soon as practicable following
the  payment  date  for  the  dividend  on  the  Common  Stock.

     4.     VESTING
            -------
     The  Participant's right to receive the Shares and the Additional Shares as
a  DSU  is  nonforfeitable.  Notwithstanding the immediately preceding sentence,
the obligation to distribute the Shares and the Additional Shares as a DSU is an
unfunded  obligation of the Company and the Participant is an unsecured creditor
of  the  Company  with  respect  to  the  satisfaction  of  the  DSU.

     5.     DEFERRAL  OF  DISTRIBUTION  AND/OR  DIVIDEND  EQUIVALENTS
            ---------------------------------------------------------
     (a)     Subject  to  the  provisions of Section 5(b) of this Agreement, the
Participant may, on or prior to December 1, 2004, elect the date as of which (i)
the  Shares  will  be  distributed  in  satisfaction  of  the  DSU  and (ii) the
Participant  shall  receive dividend equivalents in accordance with Section 3 of
this Agreement.  The Participant may elect a distribution date with reference to
a  specific  date, a specific event, termination of service as a director of the
Company  ("termination")  or  the Participant may elect a distribution date with
reference  to the earlier or later to occur of a specific date or specific event
or  termination.  Subject  to  the provisions of Section 5(b) of this Agreement,
the  Participant  hereby  makes  the  following  election  with  respect  to the
distribution  of  the  Shares:

       X          Distribution  as  of  this  date:          January  5,  2005
     ---                                                     -----------------
               Distribution  as  of  the  following  event:                    .
                                                                               -
               Distribution  upon  termination.
               Distribution  as  of  the  earlier  of  the  date  or  event  or
termination.
               Distribution as of the later of the date or event or termination.

     Subject  to  the  provisions  of  Section  5(b)  of  this  Agreement,  the
Participant  hereby  makes the following election with respect to the receipt of
dividend  equivalents:

       X          Receive  dividend  equivalents as of this date:     January 5,
     ---                                                              ----------
2005.
 ---
               Receive  dividend  equivalents  as  of  the  following  event:
               Receive  dividend  equivalents  upon  termination.
               Receive  dividend  equivalents  as  of the earlier of the date or
event  or  termination.
               Receive dividend equivalents as of the later of the date or event
or  termination.

     Deferred  dividend  equivalents  shall be treated as invested in additional
shares  of  Common  Stock  ("Additional  Shares").  Additional  Shares  shall be
deferred  and  distributed  in  the  same manner as Shares pursuant to the first
paragraph  of  this  Section  5(a).

     (b)          Notwithstanding  the  Participant's  election(s)  under  the
preceding Section 5(a), the Shares and the Additional Shares will be distributed
in  satisfaction  of  the DSU as soon as practicable following the Participant's
death  or  disability,  while  acting  as  a  director  of  the  Company.

     6.     SHAREHOLDER  RIGHTS
            -------------------
     The  Participant  (and  any  Beneficiary)  shall  not  have any rights as a
shareholder  of the Company with respect to the Shares, the Additional Shares or
the  DSU  until  the  issuance  of  shares of Common Stock to the Participant or
Beneficiary.

     7.     ADJUSTMENTS  FOR  CAPITAL  CHANGES
            ----------------------------------
     The  number  of  Shares, Additional Shares and the DSU shall be adjusted as
the  Committee  determines  is  equitably required in the event that the Company
effects  one  or  more stock dividends, stock split-ups, share consolidations or
other  similar  changes  in  the  capitalization  of  the  Company.

     8.     TAX  WITHHOLDING
            ----------------
     The  Participant  (or any Beneficiary) shall make arrangements satisfactory
to  the  Company  for  the  satisfaction  of any income, employment or other tax
withholding  obligations  arising  in  connection  with  this  Agreement  or the
settlement  of  the  DSU.
     9.     GOVERNING  LAW
            --------------
     This Agreement shall be governed by, and interpreted under, the laws of the
State  of  Vermont  except  its choice of law provisions to the extent that they
would  require  the  application  of the laws of a State other than the State of
Vermont.

     10.     NONASSIGNMENT;  SUCCESSORS
             --------------------------
     (a)     The Participant may not assign, pledge, hypothecate or transfer the
Participant's  rights  under  this  Agreement  other  than by will or the law of
descent  and distribution.  This Agreement shall be binding upon the Beneficiary
and  any  successor  in  interest  to  the  Participant.

     (b)     This  Agreement shall be binding upon the Company and any successor
in  interest to the Company, whether such succession is by contract, assignment,
operation  or  law  or  otherwise.

     IN  WITNESS  WHEREOF, the Company has caused this Agreement to be signed by
its duly authorized officer and the Participant has signed this Agreement on the
date  or  dates  set  forth  below.




GREEN  MOUNTAIN  POWER  CORPORATION

By:          /s/Christopher  L.  Dutton
             --------------------------

Date:          November  30,  2004
               -------------------


EUCLID  A.  IRVING

By:          /s/Euclid  A.  Irving
             ---------------------

Date:          November  30,  2004
               -------------------




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</DOCUMENT>
