FOURTH AMENDMENT AGREEMENT

 

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                                      2002 SEC 10-K EXHIBIT 10-B-92

                            FOURTH AMENDMENT AGREEMENT
                                     BETWEEN
                        MORGAN STANLEY CAPITAL GROUP INC.
                                       AND
                        GREEN MOUNTAIN POWER CORPORATION

     THIS  FOURTH  AMENDMENT AGREEMENT, dated as of August 5, 2002 , (the "Third
Amendment"),  is entered into by and between Green Mountain Power Corporation, a
corporation  organized and existing under the laws of Vermont (together with any
permitted  successor or assign, "GMP"), and Morgan Stanley Capital Group Inc., a
corporation organized and existing under the laws of Delaware (together with any
permitted  successor  or  assign,  "MSCG").

                               W I T N E S S E T H
                               - - - - - - - - - -

     WHEREAS  MSCG  and  GMP  have  previously  entered  into that certain Power
Purchase  and  Sale  Agreement,  dated  as  of  February  11,  1999 (the "Master
Agreement"),  which,  along  with  the  following  documents,  constitute  the
"Agreement":

1.     "The  First  Amendment Agreement to the Power Purchase and Sale Agreement
between Morgan Stanley Capital Group Inc. and Green Mountain Power Corporation";
2.     the  "Agreement  for  Procedures  on  Nominations  and  Scheduling";
3.     the  "Agreement  Between  Green  Mountain  Power  Corporation  and Morgan
Stanley  Capital  Group Inc. Concerning the Mitigation of Financial Risk Related
to  Initial  Implementation";
4.     the  "Confirmation  of  Transaction  between Morgan Stanley Capital Group
Inc.  and  Green  Mountain  Power Corporation," dated February 11, 1999, setting
forth  the  terms  of GMP's sale and delivery of Firm Energy to MSCG ("GMP Sales
Confirmation");  and
5.     the  "Confirmation  of  Transaction  between Morgan Stanley Capital Group
Inc.  and  Green  Mountain  Power Corporation," dated February 11, 1999, setting
forth  the  terms  of MSCG's direct or indirect sale and delivery of Firm Energy
to  GMP  ("MSCG  Sales  Confirmation");  and
6.     the  "Second Amendment Agreement To The Power Purchase And Sale Agreement
between  Morgan  Stanley  Capital Group Inc. and Green  Mountain Power" ("Second
Amendment");  and

7.     the  "Agency  Agreement  Between  Morgan  Stanley Capital Group, Inc. and
Green Mountain Power Corporation", effective February 1, 2000, which pertains to
MSCG's  provision  of  scheduling  and  bidding  services  to  GMP;  and

8.     the "Third Amendment Agreement Between Morgan Stanley Capital Group, Inc.
and  Green  Mountain  Power  Corporation",  effective  January  1,  2001.

     WHEREAS the Parties wish to amend the terms and conditions of the Agreement
as  set  forth  below  in  this  Fourth  Amendment;

NOW  THEREFORE,  in  consideration  of  mutual promises contained herein and for
other  good and valuable consideration, the receipt and sufficiency of which are
hereby  acknowledged,  the  Parties  acknowledge  and  agree  as  follows:

1.     a.     The  Third  Amendment  shall  be  replaced  and superseded by this
Fourth  Amendment  effective  as  of January 1, 2004, but shall remain in effect
(subject  to the modification set forth in 1.b. below) through December 31, 2003
unless  otherwise  agreed  by  the  Parties  in  a separate written and executed
amendment  thereto.

b.     The  price  charged  by MSCG and paid by GMP for Firm Energy sold by MSCG
pursuant  to the Third Amendment, as reflected in Exhibit 2.2B to the MSCG Sales
Confirmation,  shall  be  changed  to  $31.45/MWH for the period January 1, 2003
through  December  31,  2003.

2.     The  Second  Amendment,  as  amended  by  the  Third Amendment, is hereby
further  amended  as  follows:

a.     The  definition of "Agreement" is modified as set forth above and further
amended  upon  the  Effective  Date  set  forth  herein  to  include this Fourth
Amendment.

b.      Section  2(a)  is  amended  by  replacing  it, in its entirety, with the
following:

"the  term of each of the constituent documents of the Agreement, except for the
Master Agreement, the term of which shall be unaffected by this Amendment, shall
be  extended  to  December  31,  2006;"

c.     Exhibit  2.0B to the GMP Sales Confirmation (which was added by the Third
Amendment  to  replace  Exhibit  2.0A as described in Section 2(b) of the Second
Amendment),  shall  be  replaced  with  Exhibit  2.0C effective January 1, 2004.
Exhibit  2.0C  is  attached  hereto.

d.     Exhibit  2.1B and Exhibit 2.2B to the MSCG Sales Confirmation (which were
added  by  the  Third  Amendment  to  replace  Exhibit 2.1A and Exhibit 2.2A, as
described  in  Section  2(c)  of  the  Second  Amendment) shall be replaced with
Exhibit  2.1C and Exhibit 2.2C effective January 1, 2004.  Exhibit 2.1C and 2.2C
are  attached  hereto.

3.     The  Agency Agreement is modified as of the Effective Date of this Fourth
Amendment

a.     to  extend  the  term to December 31,2006 as stated above with respect to
the  constituent  documents  of  the  Agreement;

b.     by  deleting the two paragraphs following the subtitle "HQ9601 Contract:"
of  Attachment  A  to  the  "Agency  Agreement;"

c.     by agreeing that when NEPOOL's Standard Market Design is implemented, the
Parties  will  discuss  possible ways to provide economic incentives to MSCG, in
MSCG's  agency  role,  to  maximize  the  benefits  to  GMP  with respect to the
acquisition  and  disposition of electric energy and any other assets covered by
the  Agency  Agreement,  provided  that nothing herein is intended to modify any
other  purchase  or  sales  commitments  embodied  in  the  Agreement;

d.     by  amending  Section  1.9  to insert prior to the period at the end: "or
such  successor  exhibits  as  may  be  substituted  for  Exhibit 2.0A of the by
subsequent  amendments,  including,  but  not  necessarily limited to, the Third
Amendment  (Exhibit  2.0B)  and  the  Fourth  Amendment  (Exhibit  2.0C)";

e.     by deleting Section 2.3(b) and replacing the period at the end of Section
2.3(a)(iv)  with  ";  and".

4.     Deliveries  of  Firm  Energy  by  MSCG to GMP shall be to GMP load in the
NEPOOL-designated Vermont delivery zone ("Vermont Load Zone") (as defined as the
State  of  Vermont  by the Composite Restated NEPOOL Agreement (through the 76th
Amendment)  Sheet  No. 198OO).  This shall be the delivery point for MSCG supply
obligations  for  this transaction effective upon NEPOOL's implementation of the
Vermont  Load  Zone for transmission pricing.  GMP shall receive the benefits of
any  FCRs  or  Auction  Revenue Rights ("ARRs") allocated to it by NEPOOL.  MSCG
will have a right but not an obligation to use free of charge all or any part of
the FCR and ARR allocation that GMP receives in conjunction with its contractual
rights  associated  with the Wyman 4 and Stonybrook plants identified in Exhibit
2.0C  of  the  GMP  Sales  Confirmation.  GMP  is  responsible  for making power
supplies  from  the resources on which Contract Resources are modeled ("Contract
Resource  Locations")  available  at  Wyman 4 and Stonybrook at their respective
busbars in accordance with Exhibit 2.0C to the GMP Sales Confirmation, or to the
NEPOOL  hub  in  the  event  that  the units have not been dispatched by ISO New
England.  If  NEPOOL  or a successor organization fails to implement, as part of
its revised standard market design, zonal pricing based on the Vermont Load Zone
during  the course of this transaction, sales by MSCG to GMP and sales by GMP to
MSCG  will  continue  to be made at the NEPOOL PTF.  If a market structure other
than Standard Market Design is implemented the Parties will attempt to negotiate
an  adjustment  to  their Agreement in order to restore the Parties as nearly as
possible  to  the economic positions they would have occupied without the change
by NEPOOL or its successor organization.  Such negotiations will commence within
seven  (7)  days  after the adversely affected Party gives written notice to the
other  Party  of  the  nature of the harmful change by NEPOOL, the nature of the
harm, and the requesting Party's proposed solution.  The Parties will attempt to
reach  a  resolution  within  sixty  (60)  days  of  the  notice requesting such
negotiations.  If  the  adverse  impacts  of  the  change(s)  by  NEPOOL (or its
successor)  are,  if  fact,  materially  harmful  to  one  of the Parties and no
negotiated  resolution  is  achieved, the dispute will be resolved in accordance
with  the  second  paragraph  of  Section  15.3 of the Master Agreement (and, if
necessary,  by arbitration pursuant to Article 13, as provided in Section 15.3).

5.     The  Parties'  obligation  to sell, purchase and/or deliver "OPCAP" under
the  Agreement  no  longer  exists  notwithstanding  any  other statement in the
AgreementGMP  is  responsible  for  obtaining,  at  its  expense, any ancillary
services,  reserves,  capacity and necessary firm transmission required by it to
satisfy  the requirements of NEPOOL and its own system reliability requirements.

6.  Effective  as  of the implementation of Standard Market Design within NEPOOL
Section  1(d)  of  the  Agreement  for  Procedures on Nominating and Scheduling,
dated  February 11, 1999, will be eliminated, and Section 1(e) of such agreement
will  be  modified  by replacing "3:00 PM EPT" with "10:00 A.M. EPT" as the time
for  MSCG's  submission  to  GMP  of  the  MS  Schedule.

7.     Each  Party  warrants  that  it has all legal, corporate and governmental
authority needed to execute and implement this Third Amendment and the Agreement
as  amended  thereby.  Each  Party reaffirms, both in connection with this Third
Amendment  and  the  Agreement  as  a  whole,  each  of  the representations and
warranties  set  forth  in  Article  11  of  the  Master  Agreement.

IN WITNESS WHEREOF, the Parties have caused this Fourth Amendment to be executed
by  their  duly authorized officers effective as of the date first written above
("Effective  Date").

GREEN  MOUNTAIN  POWER  CORPORATION     MORGAN  STANLEY  CAPITAL  GROUP  INC.

/s/  Christopher  L.  Dutton          /s/  Deborah  L.  Hart
----------------------------          ----------------------

By:Christopher  L.  Dutton          By:Deborah  L.  Hart

Title:CEO                         Title:Vice  President 

Basic Info X:

Name: FOURTH AMENDMENT AGREEMENT
Type: Fourth Amendment Agreement
Date: March 24, 2003
Company: GREEN MOUNTAIN POWER CORP
State: Vermont

Other info: