Exhibit 3(iii)(3) State of New York
}
ss:Department of State
} I hereby certify that the annexed copy has been compared
with the original document in the custody of the Secretary of State and that
the same is a true copy of said original. Witness
my hand and seal of the Department of State on March 16,
2007 (STAMP)

(SIGNATURE)Special Deputy Secretary of State    CERTIFICATE OF
AMENDMENT

of the

CERTIFICATE OF
INCORPORATION

of

CENTRAL HUDSON GAS
& ELECTRIC CORPORATION

under Section 805
of the Business corporation Law

Pursuant
to the provisions of Section 805 of the BUSINESS CORPORATION LAW, the
undersigned being the President and Chief Operating Officer and the Secretary
of CENTRAL HUDSON GAS & ELECTRIC CORPORATION, hereby certify:

1.     The
name of the Corporation is CENTRAL HUDSON GAS & ELECTRIC CORPORATION.

2.     The
Certificate of Consolidation forming the Corporation was filed in the Office
of the Secretary of State of the State of New York on December 31, 1926.

3.     The
Certificate of Incorporation, as heretofore amended, is hereby further amended
to effect changes authorized by section 801(b) of the Business Corporation Law,
to wit: to institute fair price provisions relating to certain business
combinations and restrict future amendments of such provisions.

4.     To
effect the amendment pursuant to Paragraph 3 above, the Certificate of Incorportion of the
Corporation, as heretofore amended, is hereby further amended by designating current Paragraph 4 as Paragraph
4(a) and adding Paragraph 4(b) thereto so that Paragraph 4 of the
Corporations certificate of Incorporation, as so amended, reads in its
entirety as follows:


4.    (a)
 The total number of shares which the Corporation is henceforth to have is
 31,200,000 shares, of which 1,200,000 shares will be Serial Preferred Stock
 of the par value of $100 per share, and 30,000,000 shares will be Common
 Stock of the par value of $5 per share.(b)
 The respective shares of the Common Stock shall entitle the holders of record
 thereof to one vote for each share of such Common Stock standing in the
 holders name on the record of shareholders of the Corporation.Notwithstanding
 any other provision of this Certificate of Incorporation or any provision of
 law which might otherwise permit a lesser vote or no vote, but in addition to
 any affirmative vote of the holders of any particular class or series of the
 Voting Stock requited by law, this Certificate of Incorporation or any
 Preferred or Preference Stock Designation, the affirmative vote of the
 holders of at least 80 percent of the combined voting power of all of the
 then outstanding shares of the Corporation entitled to vote in the election
 of directors, voting together as a single class shall be required to (i)
 alter, amend or repeat this subparagraph (b), or any provision hereof, or
 (ii) alter, amend or repeat any provision of the By-Laws which is to the same
 effect as this subparagraph (b), or any provision hereof.For
 purposes of this Paragraph 4(b), the term Voting Stock shall mean all
 outstanding shares of capital stock of all classes and series of the
 Corporation entitled to vote generally in the election of directors of the
 Corporation, in each case voting together as a single class.5.     To
effect the amendment pursuant to Paragraph 3 above, the Certificate of
Incorporation of the Corporation, as heretofore amended, is hereby further
amended by inserting the following new Paragraph 12 to read as follows:

12.     The vote of the shareholders of the Corporation required to approve any
 Business Combination
 shall be as set forth in this Paragraph 12. The term Business Combination
 shall mean any transaction that is
 referred to in any one or more clauses (A) through (E) of subparagraph (a) of this Paragraph 12. Each other
 capitalized term shall have the meaning ascribed to it in subparagraph (c) of
 this Paragraph 12.(a)     In
 addition to any affirmative vote required by law or this Certificate of
 Incorporation and except as otherwise expressly provided in subparagraph (b) of this paragraph 12.(A)     any
 merger, consolidation or binding share exchange of the Corporation or any
 Subsidiary with (i) any Interested Shareholder or (ii) any other person
 (whether or not itself an Interested Shareholder) which is, or after such
 merger, consolidation or binding share exchange would be, an Affiliate of an
 Interested Shareholder; or(B)     any
 sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one
 transaction or a series of transactions) to or with any Interested
 Shareholder or any Affiliate of any Interested Shareholder of assets of the
 Corporation or any Subsidiary having an aggregate Fair Market Value of
 $5,000,000 or more; or(C)     the
 issuance or transfer by the Corporation or any Subsidiary (in one transaction
 or a series of transactions) of any securities of the Corporation or any
 Subsidiary to any Interested Shareholder or any Affiliate of any Interested
 Shareholder in exchange for-2-

cash, securities or other property (or a combination
 thereof) having an aggregate Fair Market Value of $5,000,000 or more, other
 than the issuance of securities upon the conversion
 of convertible securities of the Corporation or any Subsidiary which were not
 acquired by such Interested Shareholder (or such Affiliate), from the
 Corporation or a Subsidiary; or(D)     the
 adoption of any plan or proposal for the liquidation or dissolution of the Corporation proposed by or on behalf of an
 Interested Shareholder or any Affiliate of any Interested Shareholder,
 or(E)     any
 transaction involving the Corporation or any Subsidiary (whether or not with
 or into or otherwise involving an Interested Shareholder), and including, without
 limitation, any reclassification of
 securities (including any reverse stock split), or recapitalization
 or reorganization of the Corporation, or any merger or consolidation of the
 Corporation with any of its Subsidiaries or any self tender offer for or
 repurchase of securities of the Corporation
 by the Corporation or any Subsidiary or any other transaction (whether or not with or into or
 otherwise involving an Interested Shareholder), which in any such case
 has the effect, directly or indirectly, of increasing the proportionate share
 of the outstanding shares of any class of equity securities or securities
 convertible into equity securities of the Corporation or any Subsidiary which
 is directly or indirectly beneficially owned by any Interested Shareholder or
 any Affiliate of any Interested Shareholder;shall require the affirmative
 vote of the holders of at least 80 percent of the combined voting power of the then outstanding shares of the
 Voting Stock, in each case voting together as a single class, which vote shall include the
 affirmative vote of at least two-thirds (2/3) of the combined voting power of the outstanding
 shares of Voting Stock held by shareholders other than the Interested Shareholder. Such
 affirmative vote shall be required notwithstanding any provision of law or
 any other provision of this Certificate of Incorporation or any agreement with any national securities exchange or
 otherwise which might permit a lesser vote or no vote and in addition to any
 affirmative vote required of the holders of any class or series of Voting Stock pursuant to law, this Certificate
 of Incorporation or any class or series of Preferred or Preference Stock Designation (a Preferred or Preference
 Stock Designation being any
 designation of the rights, powers and preferences of any class or series of
 Preferred or Preference Stock made
 pursuant to Paragraph 5 of this Certificate of Incorporation)(b)     The
 provisions of subparagraph (a) of this Paragraph 12 shall not be applicable to
 any particular Business combination and such Business combination shall
 require only such affirmative vote as may be, required by law, any other
 provision of this Certificate of Incorporation, any Preferred or Preference
 Stock Designation and any agreement with any national securities exchange if
 in the case of a Business Combination that does not involve any case or other
 consideration being received by the shareholder of this Corporation, solely in their respective capacities as
 shareholders of the Corporation, the condition specified in the following subparagraph (1) is met, or,
 in the case of any other Business Combination, the conditions specified in the following subparagraph (1) or the
 conditions specified in the following
 subparagraph (2) are met:-3-


(1)     such Business
Combination shall
 have been approved by a majority of the Disinterested Directors; or(2)     each of the five conditions specified in the following clauses (A) through
 (E) shall have been met:(A)     the aggregate-amount of the cash and the Fair
 Market Value as of the Consummation
 Date of any consideration other than cash to be received per share by holders of Common Stock in such Business
 Combination shall be at least equal to the highest of the following (it being
 intended that the requirements of this clause (2)(A) shall be required to be met with respect to all
 shares of Common Stock outstanding whether
 or not the Interested Shareholder has acquired any shares of the Common Stock):(i)     if
 applicable, the highest per share price (including any brokerage commissions,
transfer taxes and soliciting dealers fees) paid in order to acquire
 any shares of Common Stock beneficially owned by the Interested Shareholder
 which were acquired beneficially by such Interested Shareholder (x) within
 the two-year period immediately prior to the Announcement Date or (y) in the
 transaction in which it became an
 Interested Shareholder, whichever is higher; or(ii)     the
 Fair Market Value per share of Common Stock on the Announcement Date or on
 the Determination Date, whichever is higher; or(iii)     the
 amount which bears the same percentage relationship to the Fair Market Value of the Common Stock on the
 Announcement Date as the highest per share
 price determined in (2)(A)(i) above bears to the Fair Market Value of the Common Stock on the date of the commencement of
 the acquisition of the Common Stock
 by such Interested Shareholder; and(B)     the
 aggregate amount of the cash and the Fair Market Value as of the Consummation Date of any consideration
 other than cash to be received per share by holders of the shares of any
 class or series of Voting Stock (other than Common Stock) shall be at
 least equal to the highest of the following (it being intended that the
 requirements of this clause (2)(B) shall be required to be met with respect
 to every class and series of such outstanding Voting Stock, whether or not
 the Interested Shareholder has previously acquired any shares of a particular
 class or series of Voting Stock):(i)     if
 applicable, the highest per share price (including any brokerage commissions
 transfer taxes and soliciting dealers fees) paid in order to acquire any
 shares of such class or series of Voting Stock beneficially owned by the
 Interested Shareholder, which were
 acquired beneficially by such Interested Shareholder (x) within the two-year period immediately
 prior to the Announcement Date or (y) in the transaction in which it became
 an Interested Shareholder, whichever is higher; or(ii)     if
 applicable, the highest preferential amount per share to which the holders of
shares of such class or series of Voting Stock are entitled in the event of
 any voluntary or involuntary liquidation, dissolution or winding up of the
 Corporation; or(iii)     the
 Fair Market Value per share of such class or series of Voting Stock on the
 Announcement Date or the Determination Date, whichever is higher; or-4-
(iv)     the
 amount which bears the same percentage to the Fair Market Value of such class
 or series of Voting Stock on the Announcement Date as the highest per share
 price in (2)(B)(i) above bears to the Fair Market Value of such Voting Stock
 on the date of the commencement of the acquisition of such Voting Stock by
 such Interested Shareholder: and(C)     the
 consideration to be received by holders of a particular class or series of outstanding
 Voting Stock (including Common Stock) shall be in cash or in the same form as
 was previously paid in order to acquire beneficially shares of such class or
 series of Voting Stock that are
 beneficially owned by the Interested Shareholder and if the Interested
 Shareholder beneficially owns shares of any class or series of Voting Stock
 that were acquired with varying forms of consideration, the form of
 consideration to be received by each holder of such class or series of Voting
 Stock shall be, at the option of such holder, either cash or the form used by
 the Interested Shareholder to acquire beneficially the largest number of shares of such class or series of
 Voting Stock beneficially acquired by it prior to the Announcement Date: and(D)     after
 such Interested Shareholder has become an Interested Shareholder and prior to
 the consummation of such Business Combination;(i)     such
 Interested Shareholder shall not have become the beneficial owner of any
 additional shares of Voting Stock of the Corporation, except as part of the
 transaction in which it became an Interested Shareholder or upon conversion
 of convertible securities acquired by it prior to becoming an Interested
 Shareholder or as a result of a pro rata stock dividend or stock split; and(ii)     such
 Interested Shareholder shall not have received the benefit, directly or
 indirectly (except proportionately as a shareholder), of any loans, advances,
 guarantees, pledges or other financial assistance or tax credits or other
 tax advantages provided by the Corporation or any Subsidiary, whether in
 anticipation of or in connection with such Business Combination or otherwise;
 and(iii)     such
 Interested Shareholder shall not have caused any material change in the
 Corporations business or capital structure, including, without limitation,
 the issuance of shares of capital stock of the Corporation to any third party;
 and

(iv)     
there shall have been
(x) no failure to declare and pay at the
 regular date therefor the full amount of dividends (whether or not
 cumulative) on any outstanding Preferred or preference Stock, except as
 approved by a majority of the Disinterested Directors, (y) no reduction in
 the rate of dividends, annualized on the basis of the last dividend
 declaration paid on Common Stock (except as necessary to reflect any
 subdivision of the Common Stock (except) as approved by a majority of the Disinterested Directors and (z) an increase
 in such annual rate of dividends (as necessary to prevent any such reduction)
 in the event of any reclassification (including any reverse stock split),
 recapitalization, reorganization, self, tender offer or any similar
 transaction which has the effect of reducing the number of outstanding shares
 of the Common Stock, unless the failure so to increase such annual rate was
 approved by a majority of the Disinterested Directors; and(E)     a
 proxy or information statement describing the proposed Business Combination
 and Complying with the requirements of the Securities Exchange Act of 1934
 and the-5-
rules and
 regulation thereunder (or any subsequent provisions replacing such Act, rules
 and regulations), whether or not the Corporation is then subject to such
 requirements, shall be mailed by and at the expense of the Interested
 Shareholder at least 30 days prior to the Consummation Date of such Business
 Combination to the public shareholders of the Corporation (whether or not
 such proxy or information statement is required to be mailed pursuant to such
 Act or subsequent provisions), and shall contain at the front thereof in a
 prominent place (i) any recommendations as to the advisability (or
 in advisability) of the Business Combination which the Disinterested
 Directors, if any, may choose to state, and (ii) the opinion of a reputable
 national investment banking firm as to the fairness (or not) of such
 Business Combination from the point of view of the remaining public
 shareholders of the Corporation (such investment banking firm to be engaged
 solely on behalf of the remaining public shareholders, to be paid a
 reasonable fee for their services by the Corporation upon receipt of such
 opinion, to be unaffiliated with such Interested Shareholder, and, if there
 are at the time any Disinterested Directors, to be selected by a majority of
 the Disinterested Directors).(c)     For
 purposes of this Paragraph 12:(1)
 Aperson shall include, without limitation, any individual, firm, corporation, group
 (as such term is used in Regulation 13D-G of the General Rules and
 Regulations under the Securities Exchange Act of 1934, as in effect on
 January 1, 1990) or other entity.(2)
 interested Shareholder shall mean any person (other than the Corporation or
 any Subsidiary or any employee benefit plan of the Corporation or any
 Subsidiary) who or which:(A)
 is the beneficial owner, directly or indirectly, of more than 10 percent of
 the combined voting power of the then outstanding shares of Voting Stock; or(B)
 is an Affiliate of the Corporation and at any time within the two-year period
 immediately prior to the date in question was the beneficial owner, directly
 or indirectly, of 10 percent or more of the combined voting power of the then
 outstanding shares of Voting Stock; or(C)
 is an assignee of or has otherwise succeeded to the beneficial ownership of
 any shares of Voting Stock that were at any time within the two-year period
 immediately prior to the date in question beneficially owned by an interested
 Shareholder, if such assignment or succession shall have occurred in the
 course or a transaction or series of transactions not involving a
 public offering within the meaning of the Securities Act of 1933.(3) A person shall be a
 beneficial owner of any Voting Stock:(A)
 which such person or any of its Affiliates or Associates beneficially owns,
 directly or indirectly; or(B)
 which such person or any of its Affiliates or Associates has (a) the right to
 acquire (whether or not such right is exercisable immediately) pursuant to
 any agreement, arrangement or understanding or upon the exercise of
 conversion rights, exchange rights, warrants or options, or otherwise, or (b)
 the right to vote or direct the vote pursuant to any agreement, arrangement
 or understanding or(C)
 which are beneficially owned, directly or indirectly, by any other person
 with which such person or any of its Affiliates or Associates has any agreement,
 arrangement-6-

or understanding for the
 purpose of acquiring, holding, voting or disposing of any shares of Voting
 Stock.(4)
 For the purposes of determining whether a person is an Interested Shareholder
 pursuant to subparagraph (c)(2) of this Paragraph 12, the number of shares of
 Voting Stock deemed to be outstanding shall include shares deemed owned by
 such Interested Shareholder through application of subparagraph (c)(3) of
 this Paragraph 12, but shall not include any other shares of Voting Stock
 that may be issuable pursuant to any agreement, arrangement or understanding,
 or upon exercise of conversion rights, warrants or options, or otherwise.(5)
 Affiliate and Associate shall have the respective meanings ascribed to
 such terms in Rule 12b-2 of the General Rules and Regulations under the
 Securities Exchange Act of 1934, as in effect on January 1, 1990.(6)
 Subsidiary shall mean any company more than 50 percent of whose outstanding
 equity securities having ordinary voting power in the election of directors
 is owned, directly or indirectly, by the Corporation or by a Subsidiary or by
 the Corporation and one or more Subsidiaries; provided, however, that for the
 purposes of the definition of Interested Shareholder set forth in
 subparagraph (c)(2) of this Paragraph 12, the term Subsidiary shall mean
 only a company of which a majority of each class or series of capital stock
 entitled to vote generally in the election of directors of such company is
 owned, directly or indirectly, by the Corporation.(7)
 Disinterested Director shall mean any member of the Board of Directors of
 the Corporation who is unaffiliated with, and not a nominee of, the
 Interested Shareholder and was a member of the Board prior to the time that
 the interested Shareholder became an Interested Shareholder, and any
 successor of a Disinterested Director who is unaffiliated with, and not a
 nominee of, the Interested Shareholder and who is recommended to succeed a
 Disinterested Director by a majority of Disinterested Directors then on the
 Board of Directors.(8)
 Fair Market Value shall mean (1) in the case of stock, the highest closing
 sale price during the 30-day period commencing on the 40th day preceding the
 date in question of a share of such stock on the Composite Tape for New York
 Stock Exchange Listed Stocks, or if such stock is not quoted on the New York
 Stock Exchange Composite Tape, on the principal United States securities
 exchange registered under the Securities Exchange Act of 1934 on which such
 stock is listed, or, if such stock is not listed on any such exchange, the
 highest closing sale price or bid quotation with respect to a share of such
 stock during the 30 day period commencing on the 40th day preceding the date
 in question on the National Association of Securities Dealers, Inc. Automated
 Quotations System or any system then in use, or if no such quotations are
 available the fair market value on the date question in of a share of such stock as determined
 by a majority of the Disinterested Directors in good faith; and (2) in the
 case of property other than cash or stock, the fair market value of such
 property on the date in question as determined by a majority of the
 Disinterested Directors in good faith.(9)
 In the event of any Business Combination in which the Corporation survives the phrase any consideration other than
 cash to be received as used in subparagraph (b)(2)(A) and (B) of this
 Paragraph 12 shall include the shares of Common stock and/or the shares of any other class series of
outstanding Voting stock retained by the
 holders of such shares.-7-

(10)
 Announcement Date shall mean the date of first public announcement of the
 proposed Business Combination.(11)
 Determination Date shall mean the date on which the Interested Shareholder
 became an Interested Shareholder.(12)
 Consummation Date shall mean the date of the consummation of the Business
 Combination.(13)
 The term Voting Stock shall mean all outstanding shares of capital stock of
 all classes and series of the Corporation entitled to vote generally in the
 election of directors of the Corporation, in each case voting together as a
 single class.(d)
 A majority of the Disinterested Directors shall have the power and duty to
 determine, on the basis of information known to them after reasonable
 inquiry, all facts necessary to determine compliance with this Paragraph 12
 including, without limitation:(1) whether
 a person is an Interested Shareholder:(2) the
 number of shares of Voting Stock beneficially owned by any person:(3) whether
 a person is an Affiliate or Associate of another person:(4)
 whether the requirements of subparagraph (b)(2) of this Paragraph 12 have
 been met with respect to any Business Combination:(5)
 whether the assets which are the subject of any Business Combination have, or
 the consideration to be received for the issuance or transfer of securities
 by the Corporation or any Subsidiary in any Business Combination has an
 aggregate Fair Market Value of $5,000.000 or more and(6)
 such other matters with respect to which a determination is required under
 this Paragraph 12. The good faith determination of a majority of the
 Disinterested Directors on such matters shall be conclusive and binding for
 all purposes of this Paragraph 12.(e)
 Nothing contained in this Paragraph 12 shall be construed to relieve any
 Interested Shareholder from any fiduciary obligation imposed by law.(f)
 Notwithstanding anything contained in this Certificate of Incorporation to
 the contrary, the affirmative vote of the holders of at least 80 percent of
 the combined voting power of the Voting stock, voting together, as a single
 class shall be required to alter, amend or repeal this Paragraph 12 or to
 adopt any provisions inconsistent therewith; provided, however, that if there
 is an Interested Shareholder on the record date for the meeting at which such
 action is submitted to the shareholders for their consideration; such 80
 percent vote must include the affirmative vote of at least two-thirds(2/3) of
 the combined voting power of the outstanding shares of Voting Stock held by
 shareholders other than the Interested Shareholder.(g)
 Nothing contained in this Paragraph 12 is intended, or shall be construed, to
 affect any of the relative rights, preferences or limitations, within the
 meaning of such terms under Section-801 (b)(12) of the New York Business
 Corporation Law or any successor statute, of any shares of any authorized
 class or series thereof of the Corporation, whether issued or unissued.-8-

6.     The
above-referenced amendments to the Certificate of Incorporation of the
Corporation were authorized by the affirmative vote of all of the Directors
present at a meeting of the Board of Directors of the Corporation held on the
9th day of February, 1990, a quorum being present, followed by the
affirmative vote of the holders of a majority of the shares of Common Stock
outstanding entitled to vote thereon at the regular annual meeting of the
shareholders of the Corporation duly called and held on the 3rd day of April,
1990, a quorum being present.

IN
WITNESS WHEREOF, we have made and subscribed this Certificate this 3rd day of
April, 1990.

-s- Paul J. GanoiPaul J. GanoiPresident and Chief OperatingOfficer-s- Gladys L. CooperGladys
 L. CooperSecretary-9-

STATE OF NEW YORK
))
SS.:COUNTY OF DUTCHESS
)GLADYS
L. COOPER, being duly sworn,
deposes and says that she is the Secretary of CENTRAL HUDSON GAS & ELECTRIC
CORPORATION, the Corporation on whose behalf she executed the foregoing Certificate
of Amendment, that she has read the foregoing Certificate of Amendment and
knows the contents thereof, and that all the facts and matters set forth
therein are true and correct to the best of her knowledge.

-s- Gladys L. CooperGladys
 L. CooperSubscribed and sworn
 to before me this
 3rd day of April, 1990-s- Lyota KalmarRotary
 PublicLYOTA
 KALMAR 
 Notary Public State of New York
 No. (ILLEGIBLE)
 (ILLEGIBLE) in (ILLEGIBLE) County
 Commission Expires Oct. 31, 1990(ILLEGIBLE)CERTIFICATE OF AMENDMENT
 OF THE
 CERTIFICATE OF INCORPORATION
 OFCENTRAL
 HUDSON GAS & ELECTRIC CORPORATIONunder
 Section 805 of the Business Corporation Law
(STAMP)(ILLEGIBLE)
GOULD & WILKIEONE WALL STREETNEW YORK, NY 10005ATTENTION: WILLIAM P.
 REILLY, ESQ.(212) 344-5680(ILLEGIBLE)