EXHIBIT 10(iii)(4) CH ENERGY GROUP, INC. 
LONG-TERM EQUITY INCENTIVE PLAN RESTRICTED
SHARES AGREEMENT
(For _______________ ) 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: 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 to the extent of
one-third of the Restricted Shares on each of the Vesting Dates set forth
above, provided that the Grantee shall have remained in the continuous employ
of ________________________________ through the applicable 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
________________________________, or (ii) the Grantees employment with
________________________________is terminated without Cause (as defined in
Section 17 of this Agreement) within two years after a Change in Control. (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
Central Hudson shall not be deemed to have been interrupted, and the Grantee shall   not be deemed to have ceased to
be an employee of ________________________________, 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 ________________________________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 and receive any cash dividends that may be
paid thereon (which such cash dividends shall be paid to the Grantee at the
same time they are paid to the holders of the Common Shares); provided, however,
that any 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
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.

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

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.

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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.

17.          Definitions.
For purposes of this Agreement, the term Cause shall mean:

(a)          the
willful and continued failure of the Grantee to perform substantially the
Grantees duties with the Company or any of its affiliated companies (other
than any such failure resulting from incapacity due to physical or mental
illness), after a written demand for substantial performance is delivered to
the Grantee by the Board or the Chief Executive Officer of the Company which
specifically identifies the manner in which the Board or Chief Executive
Officer believes that the Grantee has not substantially performed the Grantees
duties;

(b)          the
willful engaging by the Grantee in illegal conduct or gross misconduct which is
materially and demonstrably injurious to the Company or any of its affiliated
companies;

(c)          the
repeated use of alcohol by the Grantee that materially interferes with
Grantees duties, use of illegal drugs by the Grantee, or a violation by the
Grantee of the drug and/or alcohol policies of the Company or any of its
affiliated companies;

(d)
          a conviction,
guilty plea or plea of nolo contendere
of the Grantee for any crime involving moral turpitude or for any felony; or

(e)          a
breach by the Grantee of his fiduciary duties of loyalty or care to the Company
or any of its affiliated companies or a material violation of the Code of
Business Conduct and Ethics, or similar policies, of the Company or any of its
affiliated companies.

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As used in this Agreement, the term
affiliated companies shall include any company controlled by, controlling or
under common control with the Company.

(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:-6-