Exhibit 10(iii)(2)


INDEMNIFICATION AGREEMENT 


          THIS
AGREEMENT is made this ___ day of ____________, 2009 between CENTRAL HUDSON GAS
& ELECTRIC CORPORATION, a New York corporation (the “Company”), and
________________ (the “Officer”). 


          WHEREAS, it
is essential for the Company to be able to attract and retain highly capable
persons as Officers of the Company; 


          WHEREAS,
the Company and the Officer each recognize the risk of litigation and other
claims being asserted against officers of public companies in the current
business environment; 


          WHEREAS,
the Company recognizes the Officer’s need for substantial protection against
personal liability, and the Company desires to provide in this Agreement for
the indemnification of, and the advancement of expenses to, the Officer to the
fullest extent permitted by the New York Business Corporation Law; and 


          WHEREAS,
the Officer is relying on the contractual assurances provided by this Agreement
in determining whether to begin serving, or to continue serving, as an Officer
of the Company; 


          NOW,
THEREFORE, in consideration of the premises and as an inducement to the Officer
to serve or continue to serve the Company as an Officer, and intending to be
legally bound hereby, the Company and the Officer agree as follows: 



          Section 1.
Certain Definitions. Capitalized terms used in this Agreement have the meanings
set forth in the text of this Agreement or in the Definitions contained in
Appendix A to this Agreement.  



          Section 2.
Indemnification. The Company shall indemnify the Officer as follows:  



          (a)     Indemnification
to the Fullest Extent Permitted by Law. The Company shall indemnify the Officer
and hold the Officer harmless, to the fullest extent permitted by the  







NYBCL, from and against all Judgments and all Expenses incurred by
the
Officer in connection with any Proceeding by reason of or relating to his
Corporate Status. 



          (b)     Indemnification
– General Provisions. The rights to indemnification provided by Section 2(a) to
the Officer shall include, but shall not be limited to, the rights provided to
the Officer by this Section 2(b) and the other Sections of this Agreement.
Without diminishing in any way the scope of indemnification rights provided to
the Officer by Section 2(a), the Company agrees that it shall indemnify the
Officer and hold the Officer harmless from and against all Judgments and all
Expenses incurred by the Officer in connection with any Proceeding by reason of
or relating to his Corporate Status, provided the Officer has met the standard
of conduct (the “Applicable Standard of Conduct”) set forth in the following
sentence. The Applicable Standard of Conduct shall mean that there is not a
Judgment or other final adjudication adverse to the Officer which has
established that: (i) his acts were committed in bad faith or were the result
of active and deliberate dishonesty and were material to the cause of action so
adjudicated; or (ii) he personally gained in fact a financial profit or other
advantage to which he was not legally entitled.  



          (c)     Indemnification
for Expenses When Wholly or Partly Successful. Notwithstanding any other
provision of this Agreement, to the extent that the Officer is, by reason of or
relating to his Corporate Status, a party to and is successful, on the merits
or otherwise, in any Proceeding, he shall be indemnified against all Expenses
actually and reasonably incurred by him or on his behalf in connection
therewith. If the Officer is not wholly successful in such Proceeding but is
successful, on the merits or otherwise, as to one or more but less than all
claims, issues or matters in such Proceeding, the Company shall indemnify the
Officer against all Expenses actually and reasonably incurred by him or on his
behalf in connection with each successfully resolved claim, issue or matter.
For purposes of this Agreement, the termination of any claim, issue or matter
in such a Proceeding by dismissal, with or without prejudice, shall be deemed
to be a successful result as to such claim, issue or matter.  



          (d)     Indemnification
of Expenses as a Witness. The Company shall indemnify the Officer and hold the
Officer harmless from and against all Expenses actually and reasonably  


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incurred by him in connection with serving as a witness, by reason
of
or relating to his Corporate Status, in any Proceeding to which he is not a
party. 



          Section 3.
Indemnification Procedures. (a) To obtain indemnification under this Agreement,
the Officer shall submit to the Company a written request with such
documentation and information as is reasonably available to him for the
determination of whether he is entitled to indemnification under this
Agreement.  


          (b)     Within
twenty (20) days from the Company’s receipt of a written request from the
Officer for indemnification pursuant to Section 2(c), 2(d) and/or the last
sentence of Section 3(c), the Company shall make all required indemnification
payments to the Officer. Within sixty (60) days from the Company’s receipt of a
written request from the Officer for indemnification pursuant to Section 2(a)
and/or Section 2(b), a determination of whether or not the Officer has met the
Applicable Standard of Conduct shall be made as follows: 


	
 

	
 

	
 

	
 


	
 

	
      (i)     if
a
 Change in Control has occurred, the determination shall be made by, and be
 set forth in a written opinion of, an Independent Counsel selected in
 accordance with Section 3(d) of this Agreement (a copy of the written opinion
 shall be delivered to the Officer); or 


	
 

	
 

	
 

	
 


	
 

	
     (ii)     if
a
 Change in Control has not occurred, the determination shall be made as
 follows: 


	
 

	
 

	
 

	
 


	
 

	
 

	
     (A) by the Board, acting by a quorum
of
 Disinterested Directors; or 


	
 

	
 

	
 

	
 


	
 

	
 

	
     (B) if a quorum of Disinterested
 Directors so directs: 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(x) by an Independent Counsel selected in accordance with Section
 3(d); this determination shall be set forth in a written opinion of the
 Independent Counsel and a copy of it shall be delivered to the Officer; or 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(y) by the shareholders of the Company; or 





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     (C) if a quorum of Disinterested
 Directors is not obtainable: 


	
 

	
 

	
 


	
 

	
 

	
(v) by an Independent Counsel selected in accordance with Section
 3(d); this determination shall be set forth in a written opinion of the
 Independent Counsel and a copy of it shall be delivered to the Officer; or 


	
 

	
 

	
 


	
 

	
 

	
(w) if a judicial proceeding or arbitration is commenced pursuant
to
 Section 6(a), and if the Court or arbitrator so directs: by the shareholders
 of the Company. 





          (c)     If
it is determined that the Officer has met the Applicable Standard of Conduct,
the Company shall make all required indemnification payments to the Officer
within ten (10) days after receiving written notice of the determination. The
Officer shall cooperate with the person(s) making the determination, including
providing, upon reasonable advance request, any documentation or information
relevant to the determination that is not privileged or otherwise protected
from disclosure and that is reasonably available to the Officer. Any Expenses
incurred by the Officer in so cooperating with the person(s) making the
determination shall be borne by the Company (irrespective of the determination
as to the Officer’s entitlement to indemnification). 


          (d)     If
an Independent Counsel is required or directed under Section 3(b) to determine
whether the Officer has met the Applicable Standard of Conduct, the Independent
Counsel shall meet the qualification requirements for Independent Counsel set
forth in Appendix A and shall be selected, within fifteen (15) days from the
Company’s receipt of the Officer’s written request for indemnification, as
follows: 


	
 

	
 


	
 

	
     (i)     if a
 Change in Control has not occurred, the Independent Counsel shall be selected
 by the Board, and the Company shall promptly notify the Officer in writing of
 the Independent Counsel so selected; or 





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     (ii)     if
a
 Change in Control has occurred, the Independent Counsel shall be selected by
 the Officer and the Officer shall promptly notify the Company in writing of
 the Independent Counsel so selected pursuant to this Section 3(d)(ii);
 provided, however, that the Officer may in his or her discretion request that
 the Board select the Independent Counsel, in which case the Independent
 Counsel shall be selected in the manner provided in clause (i) of this
 Section 3(d). 





Within ten (10) days after the Company or the Officer, as the case
may
be, gives the other written notice of the selection of the Independent Counsel,
the party receiving such notice may give the party giving such notice a written
objection to the Independent Counsel that has been selected. Any such objection
can be based only on the ground that the selected Independent Counsel does not
meet the qualification requirements for “Independent Counsel” as set forth in
Appendix A, and the objection must set forth with particularity the factual
basis of such assertion. Absent a proper and timely objection, the selected law
firm or lawyer shall act as Independent Counsel with respect to the request for
indemnification. If a timely written objection is made setting forth with
particularity the factual basis for the assertion, the selected Independent
Counsel may not serve as Independent Counsel unless and until the objection is
withdrawn or a court has determined that the objection is without merit. If,
within thirty (30) days after the submission by the Officer of the written
request for indemnification pursuant to Section 3(a), an Independent Counsel
has not been selected or all objections to a selected Independent Counsel have
not been resolved, either the Company or the Officer may petition the Supreme
Court of the State of New York in New York County or in Dutchess County for (i)
an expedited judicial resolution of any objection that has been made by the
Company or by the Officer to the other’s selection of Independent Counsel,
and/or for (ii) an expedited judicial appointment as Independent Counsel of a
person designated by the Court (or by such other person as the Court shall
designate); and the law firm or lawyer with respect to whom all objections are
so resolved by the Court or the law firm or lawyer so appointed by the Court or
its designee shall be the Independent Counsel for purposes of making the
determination of whether the Officer is entitled to indemnification under this
Section 3 with respect to the Officer’s request for indemnification. If an
expedited judicial decision is not received within sixty (60) days from 


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the Company’s receipt of the Officer’s written request
for
indemnification, the Officer shall have the option of waiting for a judicial
decision with respect to the choice of an Independent Counsel or pursuing his
remedies under Section 6. If the Officer chooses to pursue his remedies under
Section 6, the Officer and the Company shall promptly file a stipulation with
the Court withdrawing any and all petitions filed pursuant to this Section
3(d). 


          (e)     Upon
the commencement of any judicial proceeding or arbitration pursuant to Section
6(a), the selected Independent Counsel shall be discharged and relieved of any
further responsibility in such capacity (subject to the applicable standards of
professional conduct then prevailing). The Company shall pay the reasonable
fees and expenses of the selected law firm or lawyer incurred in connection
with acting or preparing to act as Independent Counsel. 


          (f)     In
determining whether the Officer is entitled to indemnification under this
Agreement, the person(s) making such determination shall presume that the
Officer has met the Applicable Standard of Conduct, and the Company shall have
the burden of proof to overcome that presumption in making any determination
contrary to that presumption. In this connection, the person(s) making the
determination shall be bound by an explicit judicial finding in the relevant
Proceeding that (A) the Officer’s acts were committed in bad faith or were the
result of active or deliberate dishonesty and were material to the cause of
action so adjudicated or (B) the Officer personally gained, in fact, a
financial profit or other advantage to which he was not legally entitled. In
the absence of such an explicit and specific judicial finding described in the
prior sentence, the person(s) making the determination shall decide, on the
basis of reasonably available information, whether the final adjudication in
the proceeding establishes that the Officer has met the Applicable Standard of
Conduct. The termination of any Proceeding by judgment, settlement, conviction
or upon a plea of nolo contendere
(or its equivalent) shall not by itself create a presumption that the Officer’s
acts (i) were committed in bad faith, (ii) were the result of active and
deliberate dishonesty, (iii) were material to the cause of action against the
Officer, or (iv) that the Officer personally gained in fact a financial profit
or other advantage to which he was not legally entitled. 


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          (g)     No
determination as to whether the Officer has met the Applicable Standard of
Conduct shall be required prior to the final disposition of the Proceeding. 


          (h)     For
purposes of determining whether the Officer acted in bad faith, the Officer
shall be deemed to have acted in good faith if the Officer acted in reliance
(without knowledge of any materially false or misleading statement or omission
therein) on (i) the records or books of account of the Enterprise, including
financial statements, (ii) information supplied to the Officer by the officers of
the Enterprise in the course of their duties, (iii) the advice of legal counsel
for the Enterprise, or (iv) information or records given or reports made to the
Enterprise by an independent certified public accountant or by an appraiser or
other expert selected with reasonable care by the Enterprise. The provisions of
this Section shall not be deemed to be exclusive or to limit in any way the
other circumstances in which the Officer may be deemed to be entitled to
indemnification. 


          (i)     An
Officer who acted in good faith and in a manner he reasonably believed to be in
the best interests of the participants and beneficiaries of an employee benefit
plan shall be deemed not to have acted in “bad faith” as referred to in this
Agreement. 


          (j)     The
knowledge or actions, or failure to act, of any director, officer, agent or
employee of the Enterprise shall not be imputed to the Officer for purposes of
determining whether the Officer has met the Applicable Standard of Conduct. 


          Section
4. Advance of Expenses. The Company shall advance to the Officer
full payment for Expenses incurred by the Officer (or reasonably expected to be
incurred by the Officer during the three (3) months following a request for
payment) by reason of or relating to his Corporate Status, in connection with
any Proceeding, and such advances shall be made within thirty (30) days after
the receipt by the Company of a statement or statements requesting such
advances from time to time, whether prior to or after final disposition of any
Proceeding. Advances shall be unsecured and interest free. Advances shall be
made without regard to the Officer’s ability to repay the amounts advanced and
without regard to the Officer’s ultimate entitlement to indemnification under
the other provisions of this Agreement. Advances shall 


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include payment for any and all Expenses reasonably incurred by the
Officer in pursuing an action to enforce this right to receive advances of
Expenses, including Expenses incurred in preparing and forwarding statements to
the Company to support the advances sought. The Officer hereby agrees and
undertakes to repay all such advances to the extent that it is ultimately
determined that he is not entitled to be indemnified by the Company for the Proceeding
(or for particular claims, issues, or matters in such Proceeding) with respect
to which the advance is made. 


          Section
5. Certain Exclusions. Notwithstanding any other provision of this
Agreement, the Company shall not be obligated by this Agreement to indemnify
the Officer, or to advance Expenses, with respect to: 


	
 

	
 


	
 

	
     (a)     any
 matter for which payment has actually been made to or for the account of the
 Officer under any insurance policy, other indemnity provision, contract or
 agreement, except with respect to any amount of Judgment or Expenses in
 excess of the amounts paid to the Officer under any such insurance policy,
 other indemnity provision, contract or agreement; 


	
 

	
 


	
 

	
     (b)     an
 accounting by the Officer for profits made from the purchase and sale (or
 sale and purchase) by the Officer of securities of the Company in violation
 of Section 16(b) of the Securities Exchange Act of 1934, as amended, or
 similar provisions of state statutory law or common law; 


	
 

	
 


	
 

	
     (c)     any
 Proceeding (or any part of a Proceeding) initiated by the Officer, including
 any Proceeding (or any part of a Proceeding) initiated by the Officer against
 the Company or its directors, officers, employees or other indemnitees,
 unless the Board authorized the Proceeding (or relevant parts of the
 Proceeding) prior to its initiation by the Officer; or 


	
 

	
 


	
 

	
     (d)     any
 matter for which the Company is advised, in a written opinion of its regular
 outside legal counsel, that the Company’s indemnification of the Officer or
 advancement of Expenses to the Officer would violate the Sarbanes-Oxley Act
 of 2002 





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(in which case the parties shall revise this Agreement in a manner
 that will result in a new provision that does not violate the Sarbanes-Oxley
 Act of 2002 and the legal effect of which comes as close as possible to what
 the parties had intended to achieve under this Agreement as it was originally
 drafted and executed). 


	
 

	
 


	
 

	
Section 6. Remedies of the Officer.
 (a)     If: 


	
 

	
 


	
 

	
     (i)     a
 determination is made pursuant to Section 3 that the Officer has not met the
 Applicable Standard of Conduct; 


	
 

	
 


	
 

	
     (ii)     advancement
 of Expenses is not timely-made pursuant to Section 4; 


	
 

	
 


	
 

	
     (iii)     no
 determination of whether or not the Officer has met the Applicable Standard
 of Conduct is made pursuant to Section 3(a) within the period specified in
 such Section; 


	
 

	
 


	
 

	
     (iv)     payment
 of indemnification is not made pursuant to the first sentence of Section 3(b)
 within twenty (20) days from the Company’s receipt of a written request from
 the Officer for indemnification pursuant to Section 2(c), Section 2(d), or
 the last sentence of Section 3(c); or 


	
 

	
 


	
 

	
     (v)     payment
 of indemnification pursuant to this Agreement is not made within ten (10)
 days after the Company has received notice that a determination has been made
 pursuant to Section 3 that the Officer met the Applicable Standard of
 Conduct; 





then the Officer shall be entitled to seek an adjudication by the
Supreme Court of the State of New York in New York County or in Dutchess County
of his right to such indemnification or advance of Expenses. Alternatively, the
Officer, at his option, may seek an award in arbitration to be conducted by a
single arbitrator in New York, New York or in Dutchess County, New York
pursuant to the Commercial Arbitration Rules of the American Arbitration
Association. The Officer shall commence such proceeding seeking an adjudication
or an award in arbitration within one hundred eighty (180) days following the
date on which the Officer first has the right 


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to commence such proceeding pursuant to this Section 6(a). The
Company
shall not oppose the Officer’s right to seek any such adjudication or award in
arbitration. 


          (b)     If
a determination is made pursuant to Section 3(b) that the Officer has not met
the Applicable Standard of Conduct, any judicial proceeding or arbitration
commenced pursuant to this Section 6 shall be conducted in all respects as a de novo trial, or arbitration, on the
merits and the Officer shall not be prejudiced by reason of that adverse
determination. In any judicial proceeding or arbitration commenced pursuant to
this Section 6, the Company shall have the burden of proving that the Officer
is not entitled to indemnification or advancement of Expenses, as the case may
be. 


          (c)     If
a determination is made pursuant to Section 3(b) that the Officer has met the
Applicable Standard of Conduct, the Company shall be bound by such
determination in any judicial proceeding or arbitration commenced pursuant to
this Section 6 or otherwise, unless the Court or arbitrator finds (i) that
there was a misstatement by the Officer of a material fact, or an omission of a
material fact necessary to make the Officer’s statement not materially
misleading, in connection with his request for indemnification, or (ii) that
there is a prohibition of such indemnification under applicable law. 


          (d)     The
Company shall be precluded from asserting in any judicial proceeding or
arbitration commenced pursuant to this Section 6 that the procedures and
presumptions of this Agreement are not valid, binding and enforceable and shall
stipulate in any such Court or before any such arbitrator that the Company is
bound by all the provisions of this Agreement. The Company shall indemnify and
hold the Officer harmless from and against any and all Expenses (and, if
requested by the Officer, shall advance, within thirty (30) days after receipt
by the Company of a written request therefor, to the extent not prohibited by
law, such Expenses to the Officer) which are incurred by the Officer in
connection with any judicial proceeding or arbitration brought by the Officer
for indemnification or advance of Expenses from the Company under this
Agreement or under any directors’ and officers’ liability insurance policies
maintained by the Company, regardless of whether the Officer ultimately is
determined to be entitled to such indemnification, advancement of Expenses or
insurance recovery, as the case may be. 


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          Section
7. Non-exclusivity; Survival of Rights; Insurance; Subrogation. (a)
The Officer’s right to be indemnified and to receive advances of Expenses as
provided in this Agreement shall not be deemed exclusive of any other rights to
which the Officer at any time may be entitled under applicable law, the
Company’s Certificate of Incorporation, the Company’s By-laws, any agreement, a
vote of shareholders or a resolution of directors, or otherwise. No amendment,
alteration or repeal of any provision of this Agreement shall limit or restrict
any right of the Officer under this Agreement in respect of any action taken or
omitted by the Officer with respect to his Corporate Status prior to such
amendment, alteration or repeal. To the extent that a change in New York law,
whether by statute or judicial decision, permits greater indemnification or
advancement of Expenses than would be permitted currently under the Company’s
By-laws and this Agreement, it is the intent and agreement of the parties
hereto that the Officer shall enjoy by this Agreement the greater benefits so
afforded by such change. No right or remedy herein conferred is intended to be
exclusive of any other right or remedy, and every other right and remedy shall
be cumulative and in addition to every other right and remedy given hereunder
or now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other right or remedy. 


          (b)     To
the extent that the Company maintains an insurance policy or policies providing
liability insurance for directors, officers, employees, or agents of the Company
or of any other Enterprise, the Officer shall be covered by such policy or
policies in accordance with its or their terms to the maximum extent of the
coverage available for any such director, officer, employee or agent under such
policy or policies. If the Company has director and officer liability insurance
in effect at the time of the receipt of a request for indemnification or other
notice of a Proceeding involving the Officer by reason of or relating to his
Corporate Status, the Company shall give prompt notice of the commencement of
such Proceeding to the insurer(s) in accordance with the procedures set forth
in the respective policy or policies. 


          (c)     If
the Company makes any payment to the Officer under this Agreement, the Company
shall be subrogated to the extent of such payment to all the rights of recovery
of the Officer, who shall execute all papers required and take all action
necessary to secure such rights, 


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including execution of such documents as are necessary to enable
the
Company to commence and prosecute legal proceedings to enforce such rights. 


          Section
8. Contribution. To the fullest extent permitted under applicable
law, if the indemnification provided for in this Agreement is unavailable to
the Officer for any reason whatsoever, the Company, in lieu of indemnifying the
Officer, shall contribute to the amount incurred by the Officer by reason of or
relating to his Corporate Status, whether for Judgments or Expenses, in
connection with any Proceeding, in such proportion as is deemed fair and
reasonable in light of all of the circumstances of such Proceeding in order to
reflect: (a) the relative benefits received by the Company and the Officer as a
result of the event(s) and/or transaction(s) giving rise to such Proceeding; or
(b) the relative fault of the Company (and its directors, officers, employees
and agents) and the Officer in connection with such event(s) and/or
transaction(s). 


          Section
9. Retroactive Effect; Binding Agreement. (a)  The provisions of this Agreement are
intended to be retroactive, and the full benefits hereof shall be available
with respect to any alleged or actual occurrences, acts or failures to act that
have occurred prior to the date hereof. 


          (b)     This
Agreement shall be binding upon the Company and its successors and assigns. The
Company shall require any successor to the Company or to all or substantially
all of the business or assets of the Company (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to expressly assume and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place. 


          (c)     This
Agreement shall inure to the benefit of and be enforceable by the Officer’s
personal or legal representatives, executors, administrators, successors,
heirs, distributees, devisees and legatees. Without limiting the generality of
the preceding sentence, if the Officer should die while any amounts would be
payable to him hereunder if he had continued to live, all 


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such amounts shall be paid in accordance with the terms of this
Agreement to the Officer’s devisee, legatee, or other designee, or if there be
no such designee, to his estate. 


          Section
10. Severability; Invalidity. If any provision of this Agreement is
held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the
validity, legality and enforceability of the remaining provisions of this
Agreement shall not in any way be affected or impaired thereby and shall remain
enforceable to the fullest extent permitted by law; (ii) such provision shall
be deemed reformed to the extent necessary to conform to applicable law and to
give the maximum effect to the intent of the parties hereto; and (iii) to the
fullest extent possible, the provisions of this Agreement shall be construed so
as to give effect to the intent manifested hereby. 


          Section
11. Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements and understandings, oral, written and
implied, between the parties hereto with respect to the subject matter hereof;
provided, however, that this Agreement is a supplement to and in furtherance of
the Company’s Certificate of Incorporation and the By-laws and applicable law,
and shall not be deemed a substitute therefor, nor to diminish or abrogate any
rights of the Officer thereunder. 


          Section
12. Modification and Waiver. No supplement, modification or
amendment of this Agreement shall be binding unless executed in writing by the
parties thereto. No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provisions of this Agreement
nor shall any waiver constitute a continuing waiver. 


          Section
13. Notice by the Officer. The Officer promptly shall notify the
Company in writing upon being served with any summons, citation, subpoena,
complaint, indictment, information or other document relating to any Proceeding
concerning or arising from his Corporate Status, and he shall also promptly
notify the Company of any other matter which may be subject to the
indemnification or advancement of Expenses covered hereunder. The failure of 


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the Officer to so notify the Company shall not relieve the Company
of
any obligation which it may have to the Officer under this Agreement or
otherwise. 


          Section
14. Notices. All notices, requests, demands and other communications
under this Agreement shall be in writing and shall be deemed to have been duly
given if: (a) delivered by hand and receipted for by the party to whom the
notice or other communication has been directed; (b) mailed by certified or
registered mail with postage prepaid, which shall be deemed given on the third
business day after the date on which it is so mailed; (c) mailed by reputable
overnight courier; or (d) sent by facsimile transmission, with receipt of
confirmation that such transmission has been received: 


	
 

	
 


	
 

	
     (i)     if
to
 the Officer, at the address or fax number indicated on the signature page of
 this Agreement, or such other address as the Officer shall provide to the
 Company; and 


	
 

	
 


	
 

	
     (ii)     if
to
 the Company, at the address or fax number indicated on the signature page of
 this Agreement, or at such other address or fax number as may have been
 furnished to the Officer by the Company. 






          Section
15. Applicable Law and Consent to Jurisdiction. This Agreement and
the legal relations between the parties shall be governed by, and construed and
enforced in accordance with, the laws of the State of New York, without regard
to its conflict of laws rules. Except with respect to any arbitration commenced
by the Officer pursuant to Section 6, the Company and the Officer hereby
irrevocably and unconditionally: (a) agree that any action or proceeding
arising out of or in connection with this Agreement shall be brought only in
the Supreme Court of the State of New York, in either New York County or
Dutchess County, New York (the “New York Court”), and not in any other state or
federal court in the United States of America or any court in any other
country; (b) consent to submit to the exclusive jurisdiction of the New York
Court for purposes of any action or proceeding arising out of or in connection
with this Agreement; (c) waive any objection to the laying of venue of any such
action or proceeding in the New York Court; and (d) waive, and agree not to
plead or to make, any claim that any such action or  


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proceeding brought in the New York Court has been brought in an
improper or inconvenient forum. 


          Section
16. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
but all of which together shall constitute one and the same Agreement. Only one
such counterpart signed by the party against whom enforceability is sought
needs to be produced to evidence the existence of this Agreement. 


          Section
17. Headings. The headings set forth in this Agreement are inserted
for convenience only and shall not be deemed to constitute part of this
Agreement or to affect the construction thereof. 


          IN
WITNESS
WHEREOF, the undersigned have executed this Agreement as of the date first
above written. 


	
 

	
 

	
 


	
 

	
CENTRAL
 HUDSON GAS & ELECTRIC CORPORATION


	
 

	
 

	
 


	
 

	
By: ____________________________________________


	
 

	
       Name:

	
Steven V.
 Lant


	
 

	
       Title:

	
Chairman of
 the Board and Chief


	
 

	
 

	
Executive
 Officer


	
 

	
 

	
 


	
 

	
       Address:

	
284 South
 Avenue,


	
 

	
 

	
Poughkeepsie,
 NY 12601


	
 

	
 

	
Tel.:
 845-486-5254


	
 

	
 

	
Fax:
 845-486-5465


	
 

	
 

	
 


	
 

	
OFFICER

	
 


	
 

	
 

	
 


	
 

	
____________________________________________


	
 

	
Name: 

	
[INSERT
 NAME]


	
 

	
 

	
 


	
 

	
Address:

	
[INSERT
 ADDRESS]


	
 

	
 

	
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Tel.:
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Fax: [INSERT
 NUMBER]





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APPENDIX A


DEFINITIONS


“Board”
means the Board of Directors of the Company. 


“Change in Control”
means: 


	
 

	
 


	
 

	
          (a) The
 acquisition by any individual, entity or group (within the meaning of Section
 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
 “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of
 Rule 13d-3 promulgated under the Exchange Act) of twenty percent (20%) or
 more of either (x) the then outstanding shares of common stock of the Company
 (the “Outstanding Company Common Stock”) or (y) the combined voting power of
 the then outstanding voting securities of the Company entitled to vote
 generally in the election of directors (the “Outstanding Company Voting
 Securities”); provided, however, that for purposes of this subsection (a),
 the following acquisitions shall not constitute a Change of Control: (i) any
 acquisition directly from the Company; (ii) any acquisition by the Company;
 (iii) any acquisition by any employee benefit plan (or related trust)
 sponsored or maintained by the Company or its affiliated companies; or (iv)
 any acquisition by any corporation pursuant to a transaction which complies
 with clauses (i), (ii) and (iii) of subsection (c) of this definition; or


	
 

	
 


	
 

	
          (b)
 Individuals who, as of the date of this Agreement, constitute the Board (the
 “Incumbent Board”) cease for any reason to constitute at least a majority of
 the Board; provided, however, that any individual becoming a director
 subsequent to the date hereof whose election, or nomination for election by
 the Company’s shareholders, was approved by a vote of at least a majority of
 the directors then comprising the Incumbent Board shall be considered as
 though such individual were a member of the Incumbent Board, but excluding,
 for this purpose, any such individual whose initial assumption of office
 occurs as a result of an actual or threatened election contest with respect
 to the election or removal of directors or other actual or threatened
 solicitation of proxies or consents by or on behalf of a Person other than
 the Board; or 


	
 

	
 


	
 

	
          (c)
 Consummation of a reorganization, merger or consolidation or sale or other
 disposition of all or substantially all of the assets of the Company (a
 “Business Combination”), in each case, unless, following such Business
 Combination, (i) all or substantially all of the individuals and entities who
 were the beneficial owners, respectively, of the Outstanding Company Common
 Stock and Outstanding Company Voting Securities immediately prior to such
 Business Combination beneficially own, directly or indirectly, more than
 sixty percent (60%) of, respectively, the then outstanding shares of common
 stock and the combined voting power of the then outstanding voting securities
 entitled to vote generally in the election of directors, as the case may be,
 of the corporation resulting from such Business Combination (including,
 without limitation, a corporation which as a result of such transaction owns
 the Company or all or 













	
 

	
 


	
 

	
substantially all of the Company’s assets either directly or
through
 one or more of its affiliated companies) in substantially the same
 proportions as their ownership, immediately prior to such Business
 Combination of the Outstanding Common Stock and Outstanding Company Voting
 Securities, as the case may be, (ii) no Person (excluding any corporation
 resulting from such Business Combination or any employee benefit plan (or
 related trust) of the Company or such corporation resulting from such
 Business Combination) beneficially owns, directly or indirectly, twenty
 percent (20%) or more of, respectively, the then outstanding shares of common
 stock of the corporation resulting from such Business Combination or the
 combined voting power of the then outstanding voting securities of such
 corporation except to the extent that such ownership existed prior to the
 Business Combination, and (iii) at least a majority of the members of the
 board of directors of the corporation resulting from such Business
 Combination were members of the Incumbent Board at the time of the execution
 of the initial agreement, or of the action of the Board, providing for such
 Business combination; or


	
 

	
 


	
 

	
          (d)
 Approval by the shareholders of the Company of a complete liquidation or
 dissolution of the Company. 





          “Corporate Status” means the status of a
person as a
director, officer, employee, agent or fiduciary of the Company or of any other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise that such person is or was serving at the request of the Company. 


          “Disinterested Director” means a director
of the Company who is not
and has not been a party to the Proceeding in respect of which indemnification
is sought by the Officer. 


          “Enterprise” means
the Company and any other corporation, limited liability company, partnership,
joint venture, trust, employee benefit plan or other enterprise of which the
Officer is or was serving at the request of the Company as a director, officer,
employee, agent or fiduciary. 


          “Expenses” means and includes all
reasonable costs,
attorneys’ fees, retainers, court costs, transcript costs, fees of experts,
witness fees, travel expenses, duplicating costs, printing and binding costs,
telephone charges, postage, delivery service fees, and all other disbursements
or expenses of the types customarily incurred in connection with prosecuting,
defending, preparing to prosecute or defend, investigating, being or preparing
to be a witness in, or otherwise participating in, a Proceeding and in any
appeal resulting from any Proceeding, including the premium, security for, and
other costs relating to any cost bond, supersedes bond, or other appeal bond or
its equivalent. “Expenses” shall not include Judgments. 


          “Independent Counsel” means a law firm, or
a member of a law
firm, that is experienced in matters of corporate law and that neither
presently is, nor in the past five years has been, retained to represent any of
the following: (i) the Company or the Officer in any matter material to either
such party (other than with respect to matters concerning the Officer under
this Agreement, or of other indemnitees under similar indemnification
agreements); or (ii) any other party to the Proceeding giving rise to a claim
for indemnification or expense advancement under this Agreement.
Notwithstanding the foregoing, the term “Independent Counsel” shall not 


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include any person who, under the applicable standards of
professional
conduct then prevailing, would have a conflict of interest in representing
either the Company or the Officer in an action to determine the Officer’s
rights under this Agreement. 


          “Judgments” means and includes all
judgments, fines,
penalties and amounts paid in settlement that are paid or payable in connection
with any Proceeding by reason of or relating to the Officer’s Corporate Status
(including all interest, assessments, excise taxes and other charges paid or
payable in connection with, or in respect of, any of the foregoing). 


          “NYBCL” means the New York Business
Corporation
Law, including any amendments or replacements, amended after the date of this
Agreement, that in either case authorize or contemplate additional or expanded
indemnification. 


          “Proceeding” means
any threatened, pending or concluded action, suit, claim, arbitration,
alternate dispute resolution mechanism, investigation, inquiry, administrative
hearing or any other threatened, pending or completed proceeding, whether
brought in the right of the Company or otherwise and whether of a civil,
criminal, administrative, regulatory or investigative nature, in which the
Officer was, is or will be involved as a party or otherwise by reason of or
relating to the fact that the Officer is or was an officer of the Company, by
reason of or relating to any action taken by him or of any inaction on his part
while acting as an officer of the Company, or by reason of or relating to the
fact that he is or was serving at the request of the Company as a director,
officer, employee, agent or fiduciary of another Enterprise; in each case
whether or not he is serving in such capacity at the time any liability or
expense is incurred for which indemnification or advancement of Expenses can be
provided under this Agreement. 


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