EXHIBIT 10 (iii) 21


                AMENDMENT, ADOPTION, ASSIGNMENT AND ASSUMPTION

                       STOCK PLAN FOR OUTSIDE DIRECTORS


      Central Hudson Gas & Electric  Corporation  ("Assignor")  hereby agrees to
amend and restate its Stock Plan For Outside  Directors  ("Plan"),  and readopts
such Plan, as amended and restated,  pursuant to  authorization  of its Board of
Directors  by action  taken on November  19,  1999,  such Plan to be in the form
attached hereto.  Assignor hereby assigns said Plan, as amended and restated, to
CH Energy Group, Inc. ("Assignee").

      Assignor and Assignee hereby agree as follows:

      Assignor  hereby  assigns all of its  interest and  obligations  under the
attached  Plan,  as amended and  restated,  to Assignee.  Assignee,  pursuant to
authorization  of its Board of  Directors  by action taken on November 19, 1999,
hereby assumes all of Assignor  interest in and obligations  under said Plan, as
amended and restated, effective December 15, 1999.

                        CENTRAL HUDSON GAS & ELECTRIC CORPORATION

Dated: As of December 15, 1999

                        By:        /s/  Carl E. Meyer
                           ----------------------------------
                              Name:     Carl E. Meyer
                              Title:    President and Chief Operating Officer



                        CH ENERGY  GROUP, INC.

Dated: As of December 15, 1999

                        By:        /s/  Paul J. Ganci
                           ---------------------------------
                              Name:     Paul J. Ganci
                              Title:    Chairman of the Board, President and
                                        Chief Executive Officer






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                                                           EXHIBIT 10 (iii) 21


                       AMENDED AND RESTATED STOCK PLAN
                           FOR OUTSIDE DIRECTORS OF
                            CH ENERGY GROUP, INC.


      Central Hudson Gas & Electric  Corporation  ("Central Hudson"),  effective
January 1, 1996,  established a stock plan for eligible  members of its Board of
Directors in  recognition  of their past and future  services.  Central  Hudson,
effective  December 15, 1999,  became a wholly-  owned  subsidiary  of CH Energy
Group, Inc.  ("Corporation").  Therefore, and, by this amendment and restatement
of such plan, the  Corporation  hereby becomes  successor in interest to Central
Hudson under such plan, as amended, to read as follows:

      The loyalty and dedicated  service of "outside"  directors is essential to
the growth and progress of any publicly-held  company.  Therefore,  such plan is
intended  to better  enable  the  Corporation  to attract  and retain  qualified
outside  directors  until they reach the mandatory  retirement age of 70 for all
directors.  The  following  shall  constitute  the terms and  conditions  of the
Corporation's Stock Plan for Outside Directors:

SECTION 1.        DEFINITIONS

            1.1   "Account" means the account referred to in Section 4.1 hereof.

            1.2 "Plan" means the CH Energy  Group,  Inc.  Stock Plan for Outside
Directors as described  in this  instrument,  and as it from time to time may be
amended,  which is intended to be unfunded  for tax purposes and for purposes of
Title I of the Employee Retirement Income Security Act of 1974.

            1.3   "Committee" means the Committee referred to in Section 7.1.

            1.4   "Corporation" means CH Energy Group, Inc. (or any successor
corporation or, prior to December 15, 1999, Central Hudson Gas & Electric
Corporation ("Central Hudson")).

            1.5  "Director"  means a person duly elected and serving as a member
of the  Corporation's  Board of  Directors  who is also not an  employee  of the
Corporation or any of its affiliates.

            1.6  "Fiscal  Year"  means the  fiscal  year of the  Corporation  as
established from time to time.

            1.7  "Participant"  means each Director who participates in the Plan
in accordance with the terms and conditions of the Plan.



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            1.8 "Share  Equivalent"  means a unit of  participation in the Plan,
equivalent to one share of Common Stock,  credited to a Participant  pursuant to
Section 3.1.

            1.9   "Common Stock" shall mean the common stock of the Corporation,
$.10 par value.

SECTION 2.        ELIGIBILITY AND PARTICIPATION

            2.1   Each Director is a Participant.

SECTION 3.        CREDITED SHARE EQUIVALENTS

            3.1 (a) As  additional  compensation  for  services  rendered,  each
Participant  shall be credited with 25 Share Equivalents for each full quarterly
period of a Fiscal Year during which such Participant served as a Director. Such
credits shall be made as of the end of each quarterly  period  (commencing  with
the first quarterly period ending in March 1996, when the term Corporation meant
Central  Hudson)  during  which  the  Participant  served as a  Director  of the
Corporation.

                  (b) As additional  compensation  for services  rendered,  each
Participant  upon  ceasing  to serve as a member of the  Corporation's  Board of
Directors  (except for any such member whose  service is  terminated  for cause)
shall also be entitled to receive 25 Share  Equivalents  for each full quarterly
period of a Fiscal Year (but not for more than 40  quarters)  during  which such
Participant served as an Outside Director, including periods prior to January 1,
1996.  Such  entitlement  shall be implemented  by crediting such  Participant's
Account with 25 Share Equivalents as of the end of each full quarterly period of
a Fiscal Year  commencing  with the first such period  after such  Participant's
cessation.  Such entitlement shall be personal to such Participant and shall not
survive such Participant's  death, except for Share Equivalents credited to such
participant's Account prior to death.

                  (c)  Such  credited  Share  Equivalents  shall be  treated  as
deferred compensation to be distributed as provided in Section 5.

SECTION 4.        DEFERRED COMPENSATION ACCOUNT

            4.1 A  deferred  compensation  account  (herein  referred  to as the
"Account")  shall be  established  for  each  Participant,  consisting  of Share
Equivalents credited pursuant to Section 3.1.

            4.2 Upon the  occurrence  of any  event  affecting  the  outstanding
Common Stock,  including any stock dividend,  extraordinary  non-cash  dividend,
forward or reverse stock split, recapitalization,  reclassification of shares of
Common  Stock,  merger,  consolidation  or sale by the  Corporation  of all or a
substantial portion of its assets, tender offer for its securities, or

                                      2

<PAGE>



other  event  which  could  distort  the  implementation  of  the  Plan  or  the
realization  of its  objectives,  the  Committee  shall  make  such  appropriate
adjustments in the number and kind of securities  which Share  Equivalents  will
represent or which may be paid out under the Plan. All such adjustments shall be
made so as to prevent  dilution or  enlargement  of the rights of  Participants.
Effective  December  15, 1999 any Share  Equivalent  of Common  Stock of Central
Hudson, par value $5.00 per share,  shall  automatically be converted to a Share
Equivalent of Common Stock.

SECTION 5.        DISTRIBUTION

            5.1 The Participant's  Account shall be valued as of the end of each
such  quarterly  period and  distributions  shall be made  therefrom as follows:
Distribution  of an Account shall be in Common Stock,  on the basis of one share
of such Stock for each Share Equivalent credited to the Account. Distribution of
Common Stock shall be made in one lump sum within 60 days  following  the end of
each  such  quarterly   period   subject  to  compliance   with  all  applicable
administrative and legal requirements.

            5.2 Any Common Stock, which becomes distributable after the death of
a  Participant,  shall be distributed to such person or persons or the survivors
thereof, including corporations, unincorporated associations or trusts, as shall
be provided by written agreement between the Corporation and the Participant and
in the absence of such an agreement  such Common Stock shall be  distributed  to
the Participant's estate.

            5.3  The   Corporation   shall   deduct   from  the  amount  of  all
distributions under the Plan any taxes required to be withheld by the Federal or
any state or local governments.

            5.4  At  the  time  of   distribution   or  as  soon  thereafter  as
practicable,  the  Corporation  shall  deliver  to a  Participant  or to his/her
Beneficiary a  certificate  for the shares of Common Stock to which he or she is
entitled.  Such certificates  shall be registered in the name of the Participant
or his/her  Beneficiary.  Notwithstanding the foregoing,  if the registration of
ownership of Common Stock is then being  maintained  by the  Corporation  or its
transfer agent in book-entry form, the delivery of shares of Common Stock to the
Participant or his/her  Beneficiary  may be evidenced by book entry,  unless the
Participant or Beneficiary requests otherwise in writing.

                  The Corporation  shall not be required to issue or deliver any
certificates for, or make a book-entry reflecting,  shares of Common Stock prior
to (a) the listing of such shares on any stock  exchange or quotation  system on
which the Common  Stock may then be listed or quoted and (b) the  completion  of
any registration,  qualification, approval or authorization of such shares under
any  federal  or  state  law,  or  any  ruling  or  regulation  or  approval  or
authorization of any governmental body which the Corporation  shall, in its sole
discretion, determine to be necessary or advisable.



                                      3

<PAGE>



                  All  certificates  for shares of Common Stock  delivered under
the Plan,  and book entries  reflecting  such  shares,  shall be subject to such
restrictions as the Committee may deem advisable  under the rules,  regulations,
and other  requirements  of the  Securities and Exchange  Commission,  any stock
exchange upon which the Common Stock is then listed and any  applicable  federal
or state securities laws.

SECTION 6.        RIGHTS OF PARTICIPANTS

            6.1 Nothing  contained in this Plan shall be construed as giving any
Participant the right to be retained as a Director of the  Corporation.  Nothing
contained in this Plan shall be  construed  as  limiting,  in any way, any right
that any party or parties may have to remove a Participant  as a Director of the
Corporation  or  to  appoint  or  to  elect  another  individual  to  replace  a
Participant  as a Director of the  Corporation.  Nothing  contained in this Plan
shall be  construed as giving any  Participant  the right to receive any benefit
not  specifically  provided  by the  Plan.  Any  other  provision  of  the  Plan
notwithstanding,  a  Participant  shall  not have any  interest  in the  amounts
credited to his/her Account until such Account is distributed in accordance with
the  provisions  of  Section  5,  which,  among  other  things,  means  that the
Participant has no voting rights with respect to the Common Stock represented by
Share Equivalents.  With respect to amounts credited to a Participant's Account,
the rights of the  Participant,  the Beneficiary of the  Participant  under this
Plan shall be solely those of unsecured  general  creditors of the  Corporation,
and the  obligations of the Corporation  hereunder shall be purely  contractual.
Such  benefits  shall be paid from the  general  assets of the  Corporation.  As
contemplated by Revenue Procedure 92-65, I.R.B.  1992-33, 16, Participants shall
have the status of general unsecured creditors of the Corporation and the Plan.

            6.2 The rights of a  Participant  to the payment of shares of Common
Stock as provided in this Plan and with respect to Share Equivalents credited to
his or her Account are not  transferable by a Participant  other than by will or
the laws of descent and  distribution  and shall not be  assigned,  transferred,
pledged or encumbered or be subject in any manner to alienation or anticipation.
No  Participant  may borrow  against  his or her  Account.  No Account  shall be
subject in any manner to anticipation,  alienation, sale, transfer,  assignment,
pledge, encumbrance, charge, garnishment, execution or levy of any kind, whether
voluntary or involuntary,  including,  but not limited to, any liability which s
for alimony or other payments for the support of a spouse or former  spouse,  or
for any other relative of a Participant.  Neither a Participant's  Account nor a
Participant's rights to benefits hereunder may be assigned to any other party by
means  of a  judgment,  decree  or  order  (including  approval  of  a  property
settlement  agreement)  relating  to the  provision  of child  support,  alimony
payments,  or marital property rights of a spouse, former spouse, child or other
dependent of the Participant.

                  This Plan  shall not in any manner be liable for or subject to
the debts, contracts,  liabilities,  engagements or torts of any person entitled
to benefits hereunder.



                                      4

<PAGE>



                  In  addition,  a  Participant  or  Beneficiary  shall have not
rights  against or security  interest in the assets of the Plan,  Corporation or
any trust which may be established with respect to the Plan, and shall have only
the Corporation's  unsecured promise to pay benefits. All assets of the Plan, if
any, shall remain subject to the claims of the Corporation's general creditors.

SECTION 7.        ADMINISTRATION OF THE PLAN

            7.1 The Plan shall be  administered by the Committee on Compensation
and  Succession  of the  Corporation's  Board of  Directors  (herein  called the
"Committee").

            7.2 The Committee  shall from time to time  establish  rules for the
administration  of the Plan that are not inconsistent with the provisions of the
Plan.

            7.3 The  determination of the Committee as to any disputed  question
arising under the Plan,  including questions of construction and interpretation,
shall be final, binding and conclusive upon all persons.

            7.4 Neither the  Committee nor a member of the Board of Directors of
the Corporation and no employee of the Corporation,  shall be liable for any act
or action hereunder, whether of omission or commission,  except in circumstances
involving  bad faith,  or for any act of any other  member or employee or of any
agent to whom duties in connection with the administration of the plan have been
delegated.

SECTION 8.        AMENDMENTS, ETC.

            8.1 The Board of  Directors of the  Corporation  may in its absolute
discretion,  without notice,  at anytime and from time to time, modify or amend,
in whole or in part,  any or all of the  provisions  of the Plan or  suspend  or
terminate  it  entirely.  Any  such  modification,   amendment,   suspension  or
termination,  however, may not, without the Participant's  consent,  apply to or
affect the  payment or  distribution  to any  Participant  relating to any Share
Equivalent  for any quarterly  period ended prior to the effective  date of such
modification,  amendment, suspension or termination; provided, however, any such
action may be taken to comply with the applicable law and governmental rules and
regulations   issued  thereunder   notwithstanding   the  effect  thereof  on  a
Participant's account hereunder.

SECTION 9.        EFFECTIVE DATE, CONTROLLING LAW

            9.1 This Plan became effective as of January 1, 1996 and,  effective
December 15, 1999, the Corporation became the Plan successor to Central Hudson.

                  This Plan  shall be  construed  under the laws of the State of
New York, to the extent Federal law is inapplicable.

                                      5

<PAGE>


            IN WITNESS WHEREOF,  the undersigned Chairman of the Board and Chief
Executive Officer of CH Energy Group, Inc. and the President and Chief Operating
Officer of  Central  Hudson Gas & Electric  Corporation  have each  signed  this
instrument this 15th day of December,  1999 as duly authorized by resolutions of
each of their respective Board of Directors.



                                                  /s/ Paul J. Ganci
                                    -------------------------------------------
                                          Chairman of the Board, President and
                                             Chief Executive Officer of
                                                CH Energy Group, Inc.




                                                 /s/ Carl E. Meyer
                                    -------------------------------------------
                                          President and Chief Operating
                                             Officer of Central Hudson Gas
                                                & Electric Corporation


                                      6

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