Exhibit 10(iii)(1)


INDEMNIFICATION AGREEMENT


                    THIS
AGREEMENT is made this ___ day of ____________, 2009 between CH ENERGY GROUP,
INC., 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.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
CH ENERGY
 GROUP, INC.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	 
	
 


	
 

	
 

	
Name: 

	
Steven V.
 Lant

	
 


	
 

	
 

	
Title:

	
Chairman of
 the Board, President 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]

	
 


	
 

	
 

	
 

	
[INSERT
 ADDRESS]

	
 


	
 

	
 

	
 

	
Tel.:
 [INSERT NUMBER]

	
 


	
 

	
 

	
 

	
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 Energy Group 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 Energy Group
 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 Energy Group Common Stock and
 Outstanding Energy Group 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 Energy Group 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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