Exhibit 10(iii)(34)

                          PERFORMANCE SHARES AGREEMENT

      This Performance Shares Agreement  ("Agreement") is made between CH Energy
Group,   Inc.   ("Corporation"),   a  New  York   corporation,   and  __________
("Participant"), an officer of the Corporation or one of its Affiliates.

      WHEREAS,  the  Corporation  has  adopted the  Long-Term  Performance-Based
Incentive Plan, a copy of which has been previously provided to the Participant;
and

      WHEREAS,   pursuant  to  authority  of  the  Board  of  Directors  of  the
Corporation,  the  Compensation  Committee  of the  Board  of  Directors  of the
Corporation ("Committee"),  effective January 1, 2005 ("Date of Grant"), granted
the Participant Performance Shares, subject to entering into this Agreement.

      NOW, THEREFORE,  in consideration of the foregoing, of the mutual promises
set forth later in this Agreement, and of other good and valuable consideration,
the  receipt  and  sufficiency  of which are  acknowledged,  the parties to this
Agreement,  intending to be legally  bound,  agree as follows (terms used herein
shall have the  meanings  set forth in the Plan,  which  terms are  incorporated
herein by reference, unless otherwise defined herein):

      Section 1. Performance  Shares/Performance  Goals. The Corporation  hereby
confirms the grant to the  Participant of ____  Performance  Shares  (subject to
increase or decrease as  described  in this  Section 1) to be earned  during the
Award Cycle, which cycle, the Committee  determined,  shall begin on the Date of
Grant and shall  expire  on the close of  business  on  December  31,  2007,  in
accordance with the terms of this Agreement and the Plan.

      There shall be two Performance Goals during the Award Cycle, each of which
shall be weighted  equally (i.e.,  each Performance Goal accounts for 50% of the
total payout).  The first  Performance Goal shall be based on the  Corporation's
percentage  growth in earnings per share during the Award Cycle  relative to the
percentage growth in earnings per share of the companies in the EEI Index during
the same period, as set forth on Exhibit A. The second Performance Goal shall be
based on the average of the  Corporation's  annual  dividend yield on book value
during the Award Cycle  relative to the average of the annual  dividend yield on
book value of the  companies  in the EEI Index  during the same  period,  as set
forth on Exhibit A. The Performance Shares and associated  reinvested  dividends
granted hereby shall be earned and paid based on the level of the  Corporation's
performance  results with respect to each of the  Performance  Goals as shown on
Exhibit  A. The

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number of Performance Shares earned and paid will range,  according to the level
of  performance  achieved,  from 0% to 150% of the  Performance  Shares  granted
hereunder.   All  determinations   involving  the  Performance  Goals  shall  be
calculated based on Generally  Accepted  Accounting  Principles in effect at the
time the goals  are  established  without  regard  to any  change in  accounting
standards that may be required by the Financial Accounting Standards Board after
the goals are established.

      The Committee has determined  that,  subject to the terms of the Plan, (1)
cash dividends on the Common Stock that is the subject of the Performance Shares
shall be  automatically  deferred and reinvested in additional  shares of Common
Stock, held subject to vesting of the underlying  Performance Shares and meeting
the Performance  Goals  described  herein,  and (2) dividends  payable in Common
Stock  shall be paid in the form of shares  of Common  Stock,  held  subject  to
vesting of the underlying  Performance  Shares and meeting the Performance Goals
described herein. Any reinvested dividend referred to in this paragraph shall be
applied  to  the  number  of  Performance  Shares  earned  as set  forth  in the
immediately preceding paragraph.

      Section  2.  Vesting  Conditions.  Except as  described  in Section 4, the
vesting of the Performance Shares is conditioned on the continued  employment of
the Participant with the Corporation and its Affiliates.

      Section 3. Delivery of Shares.  At the expiration of the Award Cycle,  the
Committee  shall  evaluate  the  Corporation's   performance  in  light  of  the
Performance Goals for the Performance Shares and shall determine the Performance
Shares and associated  reinvested  dividends  earned by the  Participant  (under
Section 1) and the value thereof,  and the Corporation  shall deliver the number
of shares of Common  Stock whose Fair Market Value is equal to the cash value of
the  number  of the  Performance  Shares  and  associated  reinvested  dividends
determined by the Committee to have been earned by the Participant. The delivery
of such shares of Common Stock shall be made in accordance  with this  Agreement
and the Plan as soon as practicable after they are earned, but in no event later
than March 15, 2008.

      The certificate or certificates  representing  such shares of Common Stock
shall be  registered  in the name of the  Participant  and shall bear any legend
required by any federal or state  securities  law, rule or  regulation,  and (if
applicable) a legend referring to the restrictions provided under this

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                                       3


Agreement  and  under  the  Plan.  Upon  the  issuance  of such  certificate  or
certificates,  the Participant  shall have all the rights of a stockholder  with
respect to those  shares of Common  Stock and to receive all  dividends or other
distributions paid or made with respect to those shares; provided, however, that
those shares shall be subject to the restrictions,  if any, under this Agreement
and in the Plan.

      The Performance  Shares are payable only if compliance with all applicable
federal and state securities laws,  security  exchange listing  requirements and
other requirements of the Plan can be effected and only by (i) the Participant's
completion,  execution  and  delivery to the  Corporation,  if and to the extent
required by the Corporation,  of an "investment  letter" in the form supplied by
the  Corporation  and  (ii)  the  Participant   satisfying  the  tax-withholding
requirements of the Plan.

      Section 4.  Forfeitures.  Except to the extent otherwise  provided in this
Agreement  and the Plan,  the  Participant's  right to receive  the  Performance
Shares and associated reinvested dividends shall be forfeited  automatically and
without  further  notice  on  the  date  of  the  Participant's  Termination  of
Employment for any reason during the Award Cycle or before the Performance Goals
are satisfied.  Notwithstanding the foregoing, in the event of the Participant's
Retirement  before  the  end of the  Award  Cycle,  a  prorated  portion  of the
Performance Shares and associated reinvested  dividends,  which portion shall be
prorated based on the Participant's length of employment during the Award Cycle,
shall be considered to be earned and payable to the extent of the  Corporation's
attainment of the Performance  Goals  (determined  pursuant to Section 1) during
the  period  commencing  on the Date of Grant and  ending on the last day of the
calendar  quarter  last  completed  prior  to the date of such  Retirement.  The
delivery of any shares of Common Stock earned under this Section 4 shall be made
in  accordance  with  Section 3, but in no event later than two and  one-half (2
1/2) months after the close of the fiscal year in which the Retirement occurs.

      Section 5.  Change of Control.  In the event of a Change of  Control,  the
Performance Shares and associated reinvested dividends shall be considered to be
earned and payable to the extent that the Performance  Goals have been satisfied
during the period  beginning  on the Date of Grant and ending on the date of the
Change  of  Control,  and such  Performance  Shares  and  associated  reinvested
dividends  shall  be  settled  in cash as soon as  administratively  practicable
following such Change of

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                                       4


Control,  but in no event later than two and  one-half (2 1/2) months  after the
close of the fiscal year in which the Change of Control occurs.

      Section 6. Transfer  Restrictions.  Subject to the  provisions of the Plan
and this Agreement,  during the Award Cycle,  Performance  Shares and associated
reinvested  dividends  may  not  be  sold,  assigned,  transferred,  pledged  or
otherwise encumbered.

      Section 7. Terms and Conditions of Plan. The terms and conditions included
in the Plan are incorporated by reference in this Agreement,  and, to the extent
that any conflict may exist between any term or provision of this  Agreement and
any term or  provision  of the Plan,  the term or  provision  of the Plan  shall
control.

      Section 8.  Headings.  The headings and other  captions  contained in this
Agreement  are for  convenience  and  reference  only and  shall  not be used in
interpreting, construing, or enforcing any of the provisions of this Agreement.

      Section 9. Entire  Agreement.  This Agreement and the attached  Exhibit A,
which is  incorporated  herein by  reference,  set  forth  all of the  promises,
agreements, conditions, understandings,  warranties, and representations between
the  parties  to this  Agreement  with  respect  to the  Performance  Shares and
associated  reinvested  dividends,  and  there  are  no  promises,   agreements,
conditions,  understandings,  warranties,  or representations,  oral or written,
express or implied,  between  them with  respect to the  Performance  Shares and
associated reinvested dividends other than as set forth in this Agreement.  This
Agreement  is, and is intended by the parties to be, an  integration  of any and
all prior  agreements or  understandings,  oral or written,  with respect to the
Performance Shares and associated reinvested dividends.

      Section 10.  Further  Agreements.  The  Participant  agrees to execute any
further  documents  or  instruments  necessary  or  desirable  to carry  out the
purposes or intent of this Agreement.

      Section  11.  Genders.  The use of any gender in this  Agreement  shall be
deemed to be or include the other  genders,  and the use of the singular in this
Agreement shall be deemed to be or include the plural (and vice versa), wherever
appropriate.

      Section 12.  Notices.  Any and all notices  provided for in this Agreement
shall be addressed: (i) if to the Corporation, to the principal executive office
of the  Corporation  in  care of the  Corporate

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                                       5


Secretary; and (ii) if to the Participant,  to the address of the Participant as
reflected on the records of the Corporation or any employer - Affiliate.

      Section  13.  Invalid  or  Unenforceable  Provisions.  The  invalidity  or
unenforceability of any particular  provision of this Agreement shall not affect
the other provisions of this Agreement, and this Agreement shall be construed in
all respects as if those invalid or unenforceable provisions were omitted.

      Section 14.  Governing Law. This Agreement shall be construed and enforced
in accordance with the laws of New York.

      Section 15.  Modifications.  Any  modification  of this  Agreement must be
written  and signed by the  parties  to this  Agreement  to be valid;  provided,
however,  that the Participant  covenants and agrees to execute any amendment to
this  Agreement  that shall be  required  or  desirable  (in the  opinion of the
Corporation or its counsel) to comply with any rule or regulation promulgated or
proposed under the Code by the Internal Revenue Service.

      Section  16.  Compliance  with  Section  409A of the Code.  To the  extent
applicable,  it is  intended  that this  Agreement  and the Plan comply with the
provisions  of Section 409A of the Code.  This  Agreement  and the Plan shall be
administered  in a manner  consistent  with this intent,  and any provision that
would cause the  Agreement  or the Plan to fail to satisfy  Section  409A of the
Code shall have no force and effect until amended to comply with Section 409A of
the Code (which  amendment may be retroactive to the extent permitted by Section
409A of the Code and may be made by the  Corporation  without the consent of the
Participant).

      Section 17.  Unsecured  Creditor.  The  Participant  acknowledges  that no
assets of the  Corporation  shall be  segregated  for the purpose of  delivering
Common  Stock  under this  Agreement  or shall be held (or deemed to be held) in
trust for the benefit of the Participant. It is the intention of the Participant
and the  Corporation  that all payment  obligations  under this Agreement  shall
constitute at all times general unsecured obligations of the Corporation.

                            [SIGNATURE PAGE FOLLOWS]

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      IN WITNESS WHEREOF, the Corporation and the Participant have executed this
Agreement as of the day and year first above written.

                                                     CH ENERGY GROUP, INC.

ATTEST:


________________________________    By:_________________________________________
Name: Lincoln E. Bleveans              Name: Steven V. Lant
Title: Secretary & Assistant           Title: Chairman of the Board, President &
        Treasurer                               Chief Executive Officer

                                    PARTICIPANT:

WITNESS:


________________________________    ____________________________________________
                                   DATED: _____________________

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                                       7


                                    EXHIBIT A

Performance Goals

Each Performance Goal shall be evaluated  separately to determine the applicable
payout percentage as shown below.

1.    Earnings Per Share. If the percentage growth in the Corporation's earnings
      per  share  during  the  Award  Cycle  is in the  percentile  range of the
      percentage  growth in earnings per share of the companies in the EEI Index
      during the same period,  as set forth below,  then such  Performance  Goal
      shall be assigned the payout percentage set forth opposite such percentile
      range.

2.    Dividend Yield. If the average of the Corporation's  annual dividend yield
      on book value  during the Award  Cycle is in the  percentile  range of the
      average of the annual dividend yield on book value of the companies in the
      EEI  Index  during  the  same  period,  as  set  forth  below,  then  such
      Performance  Goal  shall be  assigned  the  payout  percentage  set  forth
      opposite such percentile range.

Calculation of Performance Shares Earned

The number of Performance  Shares earned shall be determined by multiplying  (i)
the average of the payout  percentages  assigned to each  Performance  Goal,  as
described  above,  by (ii) the  number of the  Performance  Shares  set forth in
Section 1 of this Agreement (as adjusted for reinvested dividends).

--------------------------------------------------------------------------------
   Percentile Rank for Performance Goal
          Relative to EEI Index                     Payout Percentage
--------------------------------------------------------------------------------
               80% or more                                150.0%
--------------------------------------------------------------------------------
                   79%                                    148.3%
--------------------------------------------------------------------------------
                   78%                                    146.6%
--------------------------------------------------------------------------------
                   77%                                    145.0%
--------------------------------------------------------------------------------
                   76%                                    143.3%
--------------------------------------------------------------------------------
                   75%                                    141.6%
--------------------------------------------------------------------------------
                   74%                                    140.0%
--------------------------------------------------------------------------------
                   73%                                    138.3%
--------------------------------------------------------------------------------
                   72%                                    136.6%
--------------------------------------------------------------------------------
                   71%                                    135.0%
--------------------------------------------------------------------------------
                   70%                                    133.3%
--------------------------------------------------------------------------------
                   69%                                    131.6%
--------------------------------------------------------------------------------
                   68%                                    130.0%
--------------------------------------------------------------------------------
                   67%                                    128.3%
--------------------------------------------------------------------------------
                   66%                                    126.6%
--------------------------------------------------------------------------------
                   65%                                    125.0%
--------------------------------------------------------------------------------

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                                       8


--------------------------------------------------------------------------------
                   64%                                    123.3%
--------------------------------------------------------------------------------
                   63%                                    121.6%
--------------------------------------------------------------------------------
                   62%                                    120.0%
--------------------------------------------------------------------------------
                   61%                                    118.3%
--------------------------------------------------------------------------------
                   60%                                    116.6%
--------------------------------------------------------------------------------
                   59%                                    115.0%
--------------------------------------------------------------------------------
                   58%                                    113.3%
--------------------------------------------------------------------------------
                   57%                                    111.6%
--------------------------------------------------------------------------------
                   56%                                    110.0%
--------------------------------------------------------------------------------
                   55%                                    108.3%
--------------------------------------------------------------------------------
                   54%                                    106.6%
--------------------------------------------------------------------------------
                   53%                                    105.0%
--------------------------------------------------------------------------------
                   52%                                    103.3%
--------------------------------------------------------------------------------
                   51%                                    101.6%
--------------------------------------------------------------------------------
                   50%                                    100.0%
--------------------------------------------------------------------------------
                   49%                                    96.7%
--------------------------------------------------------------------------------
                   48%                                    93.3%
--------------------------------------------------------------------------------
                   47%                                    90.0%
--------------------------------------------------------------------------------
                   46%                                    86.7%
--------------------------------------------------------------------------------
                   45%                                    83.3%
--------------------------------------------------------------------------------
                   44%                                    80.0%
--------------------------------------------------------------------------------
                   43%                                    76.7%
--------------------------------------------------------------------------------
                   42%                                    73.3%
--------------------------------------------------------------------------------
                   41%                                    70.0%
--------------------------------------------------------------------------------
                   40%                                    66.7%
--------------------------------------------------------------------------------
                   39%                                    63.3%
--------------------------------------------------------------------------------
                   38%                                    60.0%
--------------------------------------------------------------------------------
                   37%                                    56.7%
--------------------------------------------------------------------------------
                   36%                                    53.3%
--------------------------------------------------------------------------------
                   35%                                    50.0%
--------------------------------------------------------------------------------
                   34%                                    46.7%
--------------------------------------------------------------------------------
                   33%                                    43.3%
--------------------------------------------------------------------------------
                   32%                                    40.0%
--------------------------------------------------------------------------------
                   31%                                    36.7%
--------------------------------------------------------------------------------
                   30%                                    33.3%
--------------------------------------------------------------------------------
                   29%                                    30.0%
--------------------------------------------------------------------------------
                   28%                                    26.7%
--------------------------------------------------------------------------------
                   27%                                    23.3%
--------------------------------------------------------------------------------
                   26%                                    20.0%
--------------------------------------------------------------------------------
                   25%                                    16.7%
--------------------------------------------------------------------------------
                   24%                                    13.3%
--------------------------------------------------------------------------------
                   23%                                    10.0%
--------------------------------------------------------------------------------
                   22%                                     6.7%
--------------------------------------------------------------------------------
                   21%                                     3.3%
--------------------------------------------------------------------------------
               20% or below                                0.0%
--------------------------------------------------------------------------------