EXHIBIT 10(iii)(3) CH ENERGY GROUP, INC. 
LONG-TERM EQUITY INCENTIVE PLAN RESTRICTED
SHARES AGREEMENT
(For employees of Griffith Energy Services, Inc.) Summary of Restricted Share Grant CH
Energy Group, Inc., a New York corporation (the Company), grants to the Grantee
named below, in accordance with the terms of the CH Energy Group, Inc.
Long-Term Equity Incentive Plan (the Plan) and this Restricted Shares
Agreement (the Agreement), the following number of Restricted Shares, on the
Date of Grant set forth below: Name of
 Grantee:Number of
 Restricted Shares:Date of
 Grant:Vesting
 Date:
Third
 anniversary of the Date of Grant Terms of Agreement 1.          Grant
of Restricted Shares. Subject to and upon the terms,
conditions, and restrictions set forth in this Agreement and in the Plan, the
Company hereby grants to the Grantee as of the Date of Grant, the total number
of Restricted Shares (the Restricted Shares) set forth above. The Restricted
Shares shall be fully paid and nonassessable. 2.          Vesting
of Restricted Shares. (a)          The
Restricted Shares shall vest and become nonforfeitable if the Grantee shall
have remained in the continuous employ of Griffith Energy Services, Inc.
(Griffith) through the Vesting Date. (b)          Notwithstanding
the provisions of Section 2(a), all of the Restricted Shares covered by this
Agreement shall immediately become vested and nonforfeitable if, prior to the
Vesting Date (i) the Grantee dies or becomes disabled (as determined by the
Committee in its sole discretion) while in the employ of Griffith, or (ii) a
Change in Control occurs while the Grantee is employed by Griffith. (c)          Notwithstanding
anything contained in this Agreement to the contrary, the Committee may, in its
sole discretion, accelerate the time at which the Restricted Shares become
vested and nonforfeitable on such terms and conditions as it deems appropriate. (d)          For
purposes of this Agreement, the continuous employment of the Grantee with
Griffith shall not be deemed to have been interrupted, and the Grantee shall
not be deemed to have ceased to be an employee of Griffith, by reason of the
transfer of his   employment
among the Company and its Subsidiaries or a leave of absence approved by the
Committee.

3.          Forfeiture
of Shares. The Restricted Shares that have not yet
vested pursuant to Section 2 (including without limitation any dividends for
which the record date occurs on or after the date of forfeiture) shall be
forfeited automatically without further action or notice if the Grantee ceases
to be employed by Griffith other than as provided in Section 2(b) or (c). In
the event of a forfeiture of the Restricted Shares, the stock book entry
account representing the Restricted Shares covered by this Agreement shall be
cancelled and all Restricted Shares shall be returned to the Company.

4.          Transferability.
The Restricted Shares may not be sold, exchanged, assigned, transferred,
pledged, encumbered or otherwise disposed of by the Grantee, except to the
Company, until the Restricted Shares have become vested as provided in Section
2. Any purported transfer or encumbrance in violation of the provisions of this
Section 4 shall be void, and the other party to any such purported transaction
shall not obtain any rights to or interest in such Restricted Shares. The
Committee, in its sole discretion, when and as is permitted by the Plan, may
waive the restrictions on transferability with respect to all or a portion of
the Restricted Shares, provided that any permitted transferee (other than the
Company) shall remain subject to all the terms and conditions applicable to the
Restricted Shares prior to such transfer.

5.          Dividend,
Voting and Other Rights. Except as otherwise provided
herein, from and after the Date of Grant, the Grantee shall have all of the
rights of a stockholder with respect to the Restricted Shares, including the
right to vote the Restricted Shares. Notwithstanding the preceding sentence:

(a)          Cash
dividends paid on the Restricted Shares shall be automatically deferred and
reinvested in additional Restricted Shares (rounded up to the nearest whole
Restricted Share), based on the Market Value per Share as of the applicable
dividend payment date. The additional Restricted Shares shall be shall be
subject to the same restrictions as the Restricted Shares covered by this
Agreement.

(b)          Additional
Common Shares or other securities that the Grantee may become entitled to
receive pursuant to a stock dividend, stock split, combination of shares,
recapitalization, merger, consolidation, separation or reorganization or any
other change in the capital structure of the Company shall be considered
Restricted Shares and shall be subject to the same restrictions as the
Restricted Shares covered by this Agreement.

6.          Custody
of
Restricted Shares; Stock Power. Until the Restricted Shares
have become vested and nonforfeitable as provided in Section 2, the Restricted
Shares shall be issued in book-entry only form and shall not be represented by
a certificate. The restrictions set forth in this Agreement shall be reflected
on the stock transfer records maintained by or on behalf of the Company. The
Grantee agrees that, in order to ensure compliance with the restrictions
imposed on the Restricted Shares under this Agreement, the Company may issue
appropriate stop transfer instructions to its transfer agent, if any. By
execution of this Agreement and effective until the Restricted Shares have
become vested and nonforfeitable as provided in Section 2, the Grantee hereby
irrevocably constitute and appoint the Chief Executive Officer or the Chief

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Financial
Officer of the Company attorneys-in-fact to transfer the Restricted Shares on
the stock transfer records of the Company with full power of substitution. The
Grantee agrees to take any and all other actions (including without limitation
executing, delivering, performing and filing such other agreements, instruments
and documents) as the Company may deem necessary or appropriate to carry out
and give effect to the provisions of this Agreement.

7.          No
Employment Contract. Nothing contained in this
Agreement shall confer upon the Grantee any right with respect to continuance
of employment by Griffith, the Company and its other Subsidiaries, nor limit or
affect in any manner the right of Griffith, the Company and its other
Subsidiaries to terminate the employment or adjust the compensation of the
Grantee.

8.          Relation
to Other Benefits. Any economic or other benefit to
the Grantee under this Agreement or the Plan shall not be taken into account in
determining any benefits to which the Grantee may be entitled under any
profit-sharing, retirement or other benefit or compensation plan maintained by
Griffith, the Company or its other Subsidiaries and shall not affect the amount
of any life insurance coverage available to any beneficiary under any life
insurance plan covering employees of Griffith, the Company or its other
Subsidiaries.

9.          Taxes
and Withholding. If the Company or any Subsidiary is
required to withhold any federal, state, local or other taxes in connection
with the vesting of the Restricted Shares, then the Grantee shall satisfy such
withholding obligation by surrendering to the Company a portion of the Common
Shares that become vested by the Grantee hereunder, and the Common Shares so
surrendered by the Grantee shall be credited against any such withholding
obligation at the Market Value per Share of such Common Shares on the date of
such surrender. As a condition to receiving this award, the Grantee
acknowledges and agrees that he or she shall not file an election under Section
83(b) of the Code with respect to all or any portion of the Restricted Shares.

10.        Compliance
with Law. The Company shall make reasonable efforts to
comply with all applicable federal and state securities laws and listing
requirements of the New York Stock Exchange or any national securities exchange
with respect to the Restricted Shares; provided, however,
notwithstanding any other provision of this Agreement, the Restricted Shares
shall not be delivered or become vested if the delivery or vesting thereof
would result in a violation of any such law or listing requirement.

11.        Amendments.
Subject to the terms of the Plan, the Committee may modify this Agreement upon
written notice to the Grantee. Any amendment to the Plan shall be deemed to be
an amendment to this Agreement to the extent that the amendment is applicable
hereto. Notwithstanding the foregoing, no amendment of the Plan or this
Agreement shall adversely affect the rights of the Grantee under this Agreement
without the Grantees consent.

12.        Severability.
In the event that one or more of the provisions of this Agreement shall be
invalidated for any reason by a court of competent jurisdiction, any provision
so invalidated shall be deemed to be separable from the other provisions
hereof, and the remaining provisions hereof shall continue to be valid and
fully enforceable.

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13.        Relation
to Plan. This Agreement is subject to the terms and
conditions of the Plan. This Agreement and the Plan contain the entire
agreement and understanding of the parties with respect to the subject matter
contained in this Agreement, and supersede all prior written or oral
communications, representations and negotiations in respect thereto. In the
event of any inconsistency between the provisions of this Agreement and the
Plan, the Plan shall govern. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Plan. The Compensation
Committee of the Board acting pursuant to the Plan, as constituted from time to
time, shall, except as expressly provided otherwise herein, have the right to
determine any questions which arise in connection with the grant of the
Restricted Shares.

14.        Successors
and Assigns. Without limiting Section 4, the
provisions of this Agreement shall inure to the benefit of, and be binding
upon, the successors, administrators, heirs, legal representatives and assigns
of the Grantee, and the successors and assigns of the Company.

15.        Governing
Law. The interpretation, performance, and enforcement
of this Agreement shall be governed by the laws of the State of New York,
without giving effect to the principles of conflict of laws thereof.

16.        Electronic
Delivery. The Grantee hereby consents and agrees to
electronic delivery of any documents that the Company may elect to deliver (including,
but not limited to, prospectuses, prospectus supplements, grant or award
notifications and agreements, account statements, annual and quarterly reports,
and all other forms of communications) in connection with this and any other
award made or offered under the Plan. The Grantee understands that, unless
earlier revoked by the Grantee by giving written notice to the Secretary of the
Company, this consent shall be effective for the duration of the Agreement. The
Grantee also understands that he or she shall have the right at any time to
request that the Company deliver written copies of any and all materials
referred to above at no charge.

(Signatures are on the following page)

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IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed on its
behalf by its duly authorized officer and the Grantee has also executed this
Agreement, as of the Date of Grant.

CH ENERGY
 GROUP, INC.By:Name:

Steven V.
 LantTitle:

Chairman of
 the Board, President andChief Executive
 OfficerThe
undersigned hereby acknowledges receipt of a copy of the Plan, Plan Summary and
Prospectus, and the Companys most recent Annual Report and Proxy Statement
(the Prospectus Information). The Grantee represents that he or she is
familiar with the terms and provisions of the Prospectus Information and hereby
accepts the award of Restricted Shares on the terms and conditions set forth
herein and in the Plan.

GranteeDate:-5-