EXHIBIT (10) (iii) 1


                              FORM OF AMENDMENT TO
                              CH ENERGY GROUP, INC.
                         AMENDED AND RESTATED STOCK PLAN
                              FOR OUTSIDE DIRECTORS


     WHEREAS,  CH Energy  Group,  Inc.  ("Energy  Group")  became the  successor
corporation,  effective  December 15, 1999, of the Central Hudson Gas & Electric
Corporation Stock Plan for Outside Directors ("Plan"),  and amended and restated
such Plan effective December 15, 1999; and

     WHEREAS, Energy Group now desires to further amend the Plan to increase the
number of shares  provided to Directors  per quarter  under such Plan from 25 to
50;

     NOW,  THEREFORE,  Energy Group  hereby  amends the Plan as set forth below,
effective as of April 26, 2000:

     SECTION  3.  CREDITED  SHARE  EQUIVALENTS  of the Plan is  hereby  amended,
reading in its  entirety  as follows  (all  other  provisions  of the Plan being
ratified, confirmed and approved):


     "SECTION 3.    CREDITED SHARE EQUIVALENTS

               3.1  (a)  As additional  compensation for services rendered, each
     Participant shall be credited with 50 Share Equivalents (except for periods
     prior  to  April  26,  2000,  such  credited  shares  shall be for 25 Share
     Equivalents)  for each full quarterly  period of a Fiscal Year during which
     such Participant served as a Director. Such credits shall be made as of the
     end of each quarterly  period  (commencing  with the first quarterly period
     ending in March  1996,  when the term  Corporation  meant  Central  Hudson)
     during which the Participant served as a Director of the Corporation.

                    (b)  As additional  compensation for services rendered, each
     Participant upon ceasing to serve as a member of the Corporation's Board of
     Directors  (except  for any such member  whose  service is  terminated  for
     cause) shall also be entitled to receive 50 Share  Equivalents  (except for
     periods  prior  to  April  26,  2000,  such  credit  shall  be for 25 Share
     Equivalents)  for each full quarterly  period of a Fiscal Year (but not for
     more than 40 quarters) during which such  Participant  served as an Outside
     Director,  including  periods  prior to January 1, 1996.  Such  entitlement
     shall be

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     implemented  by  crediting  such   Participant's   Account  with  50  Share
     Equivalents  as of the end of each full  quarterly  period of a Fiscal Year
     commencing with the first such period after such  Participant's  cessation.
     Such  entitlement  shall be  personal  to such  Participant  and  shall not
     survive such Participant's  death, except for Share Equivalents credited to
     such participant's Account prior to death.

                    (c)  Such  credited  Share  Equivalents  shall be treated as
     deferred compensation to be distributed as provided in Section 5."




     Pursuant to authorization of the Board of Directors of Energy Group granted
on March 24, 2000, I have executed this Amendment this 24th day of March, 2000.






                                                 /s/  Paul J. Ganci
                                             -----------------------------------
                                             Paul J. Ganci
                                             Chairman of the Board, President &
                                             Chief Executive Officer