Exhibit (10)(iii)37 CH ENERGY GROUP, INC.   CH ENERGY GROUP, INC. 
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN   EFFECTIVE JANUARY 1, 2006 (As Amended January 1,
2008)   CH ENERGY GROUP, INC. 
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

EFFECTIVE JANUARY 1, 2006 (As Amended January 1,
2008)

TABLE OF CONTENTS

INTRODUCTION & HISTORY

2ARTICLE I
NAME, PURPOSE, LEGAL STATUS

3ARTICLE II
GENERAL DEFINITIONS

4ARTICLE III
PARTICIPATION

6ARTICLE IV
SERP ACCRUED BENEFIT

7ARTICLE V
VESTING

9ARTICLE VI
NORMAL RETIREMENT BENEFIT

10ARTICLE VII
EARLY RETIREMENT BENEFIT

11ARTICLE VIII
EFFECT OF DEATH AND DISABILITY ON BENEFITS

12ARTICLE IX
SPECIAL PROVISIONS

13ARTICLE X
ADMINISTRATION AND FINANCING

21ARTICLE XI
AMENDMENT AND TERMINATION

24ARTICLE XII
MISCELLANEOUS

26-i-

CH ENERGY GROUP, INC. 
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

EFFECTIVE JANUARY 1, 2006 (As Amended January 1,
2008)

INTRODUCTION & HISTORY

Effective
January 1, 2006, CH Energy Group, Inc. (the Company) originally established
the CH Energy Group, Inc. Supplemental Executive Retirement Plan (the Plan),
which was established to provide supplemental retirement benefits for eligible
executives.

The Company
hereby amends the Plan, effective January 1, 2008, to incorporate changes
required by Section 409A of the Internal Revenue Code of 1986, as amended (the
Code).

-2-

ARTICLE I NAME, PURPOSE, LEGAL STATUS

1.1
Name.
  The plan hereunder shall be known as the CH Energy Group, Inc. Supplemental
  Executive Retirement Plan (the Plan), effective January 1, 2006 (the
  Effective Date), as amended January 1, 2008.1.2
Purpose.
  The purpose of the Plan is to provide supplemental retirement benefits for
  eligible executives of the Company and Participating Affiliates.1.3
Legal Status.
  The Company intends the Plan to be an unfunded deferred compensation plan for
  a select group of management or highly compensated employees, within the
  meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.1.4
Code Section
  409A. The Company intends the Plan to comply with
  Section 409A of the Code, but does not warrant or guarantee compliance
  therewith.-3-

ARTICLE IIGENERAL DEFINITIONS

2.1
Affiliate
  means each entity with whom the Company would be considered a single employer
  under Sections 414(b) and 414(c) of the Code, provided that in applying
  Section 1563(a)(1), (2), and (3) for purposes of determining a controlled
  group of corporations under Section 414(b) of the Code, the language at
  least 50 percent is used instead of at least 80 percent each place it
  appears in Section 1563(a)(1), (2), and (3), and in applying Treasury
  Regulation Section 1.414(c)-2 for purposes of determining trades or
  businesses (whether or not incorporated) that are under common control for
  purposes of Section 414(c), at least 50 percent is used instead of at
  least 80 percent each place it appears in that regulation. Such term shall
  be interpreted in a manner consistent with the definition of service
  recipient contained in Section 409A of the Code.2.2
Affiliated
  Group means (i) the Company and (ii) all Affiliates.2.3
Board
  means the Board of Directors of the Company.2.4
Change
  in Control means the transactions or events defined in Section 9.3.
  However, solely for Section 11.2(b), a Change in Control means the
  occurrence of a change in the ownership, a change in the effective
  control or a change in the ownership of a substantial portion of the
  assets of the Company or an Affiliate within the meaning of Section 409A of
  the Code.2.5
Code
  means the Internal Revenue Code of 1986, as amended.2.6
Committee
  means the Compensation Committee of the Board or its delegate as provided in
  Section 10.1.2.7
Company
  means CH Energy Group, Inc., a New York corporation, or any corporate
  successor thereto.2.8
ERISA
  means the Employee Retirement Income Security Act of 1974, as amended.2.9
Effective
  Date means the effective date of the Plan, which date is January 1,
  2006.2.10
Earliest
  Retirement Date means the date provided in Section 7.2.2.11
Employee
  means a common law employee of the Affiliated Group.2.12
Eligible
  Executive means an Employee who is (i) an Employee of the Company or of
  Central Hudson Gas & Electric Corporation who holds an officer position
  with the Company or with Central Hudson Gas & Electric Corporation,
  unless otherwise determined by the Committee and (ii) a member of a select
  group of management or highly compensated employees within the meaning of
  Sections 201(2), 301(a)(3) and 401(a) of ERISA.2.13
Normal
  Retirement Date means the date described in Section 6.2.2.14
Participant
  means an Eligible Executive who (i) becomes a Participant in the Plan under
  Section 3.1 and (ii) continues to be a Participant under Section 3.3.-4-

2.15
Participating
  Affiliate means an Affiliate that adopts the Plan with the consent of
  the Company.2.16
Pension
  Plan means the Retirement Income Plan of Central Hudson Gas &
  Electric Corporation.2.17
Plan
  means this CH Energy Group, Inc. Supplemental Executive Retirement Plan, and
  any amendment thereto.2.18
Restoration
  Plan means the Central Hudson Gas & Electric Corporation Retirement
  Benefit Restoration Plan.2.20
SERP
  Accrued Benefit means the amount determined under Section 4.1.2.21
SRP
  means the CH Energy Group, Inc. Supplementary Retirement Plan, as in effect
  prior to January 1, 2008.2.22
Termination
  of Employment means, subject to Section 9.12(b), the termination of an
  Employees employment with the Affiliated Group as a result of his voluntary
  termination, retirement, discharge, death or his becoming eligible to receive
  disability benefits under the Companys or an Affiliates long-term
  disability plan.2.23
Years of
  Benefit Service or Benefit Service means the years of service
  described in Section 4.3.2.24
Years of
  Vesting Service or Vesting Service means the years of service
  described in Section 7.2.-5-

ARTICLE IIIPARTICIPATION

3.1
Participant.
  An Eligible Executive shall become a Participant in the Plan on the date he
  first becomes an Eligible Executive, or such later date as designated by the
  Committee.3.2
Suspension
  of Participation. A Participant who has an
  employment status change as provided under Section 9.2, or incurs a
  Termination of Employment, shall be suspended from active participation in
  the Plan. A Participant who has been suspended from active participation in
  the Plan may be reinstated as a Participant at the discretion of the
  Committee.3.3
Termination
  of Participation. A Participant will cease to be a
  Participant upon the complete distribution or forfeiture of his benefit under
  the Plan. A Participant who has ceased to be a Participant may be reinstated
  as a Participant at the discretion of the Committee.-6-

ARTICLE IVSERP ACCRUED BENEFIT

4.1
SERP Accrued
  Benefit. A Participants monthly SERP Accrued
  Benefit payable commencing on his Normal Retirement Date shall equal the
  amount, if any, by which (i) the Participants monthly Target Retirement
  Benefit (as defined in the next sentence) exceeds (ii) the sum of the
  Participants Pension Monthly Benefit, Restoration Monthly Benefit and SRP
  Monthly Benefit (all as defined below in this Article IV). Subject to Section
  7.1, the Participants monthly Target Retirement Benefit shall be determined
  pursuant to the following formula:(57% x Final Average Pay)
  12 months
x
Years of Benefit Service(not to exceed 30 years)
            30 years4.2
Final
  Average Pay. A Participants Final Average Pay is
  the sum of his highest annual compensation (as defined herein) during the
  three consecutive calendar years of the ten consecutive calendar years which
  immediately precede his Termination of Employment, divided by three.The
  Participants annual compensation is his base salary and annual incentive
  compensation from the Affiliated Group during a calendar year (including any
  years prior to his Plan participation). The Participants annual compensation
  shall not be reduced by any elective contributions or deferrals from his base
  salary or annual incentive compensation made to the Central Hudson Gas &
  Electric Company Savings Incentive Plan, any Code Section 125 plan maintained
  by the Affiliated Group or any nonqualified deferred compensation plan
  maintained by the Affiliated Group.A
  Participants annual compensation shall not include compensation received
  by a Participant during any period that precedes the date the Participants
  employer became an Affiliate.If the
  Participant does not have three calendar years of annual compensation, his
  Final Average Pay is the average of his monthly compensation while employed
  with the Affiliated Group, multiplied by twelve.4.3
Years of
  Benefit Service. A Participants Years of Benefit
  Service shall equal his years of benefit service under Section 1.34 of the
  Pension Plan, or any successor provision thereto. However, a Participant
  shall not receive credit for periods of service with the Company or an
  Affiliate after his suspension from participation in the Plan under Section
  3.2.4.4
Pension
  Monthly Benefit. The Pension Monthly Benefit is
  the Participants monthly retirement benefit under the Pension Plan, paid as
  a single life annuity, in the amount payable on his Normal Retirement Date,
  which shall include the social security supplement payable to the Participant
  under Section 3.3 of the Pension Plan, or any successor provision thereto,
  actuarially converted to a single life annuity, but shall not include the
  retirement account component of the Pension Plan as described in Article XI of
  the Pension Plan. The foregoing actuarial conversion shall be made using the
  actuarial assumptions provided
  in Section 9.7.4.5
Restoration
  Monthly Benefit. The Restoration Monthly Benefit
  is the Participants monthly retirement benefit under the Restoration Plan,
  paid as a single life annuity, in the amount payable on his Normal Retirement
  Date, but shall not include the retirement account component of the-7-

Restoration
  Plan as described in Section 2.01(ii) of the Restoration Plan. The Restoration
  Plan shall pay the Participants Restoration Monthly Benefit in the same
  annuity form of payment as the Participants retirement benefit from the Plan
  under Article VI or VII (as applicable), using the same actuarial assumptions
  as provided under Section 9.7.4.6
SRP Monthly
  Benefit. The SRP Monthly Benefit is the actuarial
  equivalent monthly amount of the Participants retirement benefit under the
  SRP (if any) payable as of his Normal Retirement Date. For this purpose,
  actuarial equivalence shall be determined (i) by converting the participants
  SRP benefit payable on his Normal Retirement Date to an equivalent single
  life annuity payable on his Normal Retirement Date based on the Participants
  single life expectancy as of his Normal Retirement Date and (ii) based on
  actuarial assumptions and procedures prescribed by the Committee. This
  Section 4.6 shall not apply to any Participant whose SRP Monthly Benefit has
  not commenced by January 1, 2008.-8-

ARTICLE VVESTING

5.1
Vesting
 Requirements. A Participant must become vested to be
 entitled to receive a SERP Accrued Benefit. The Participant shall become
 vested in the SERP Accrued Benefit under the Plan under any one of the
 following circumstances while an Employee:(a)
Attaining
 age 61 (under Section 5.2).(b)
Attaining
 Earliest Retirement Date (under Section 5.3).(c)
A Change in
 Control of the Company (under Section 5.5).5.2
Attaining
 Age 61. A Participant shall become vested if he is
 an Employee of the Company or an Affiliate on or after the day he attains age
 61. A Participant does not need 10 Years of Vesting Service to become vested
 in this case.5.3
Earliest
 Retirement Date. A Participant shall also be vested
 if he is an Employee of the Company or an Affiliate on or after his Earliest
 Retirement Date as defined in Section 7.2. A Participant shall be entitled to
 a reduced benefit if the Participant begins to receive his benefit before
 attaining age 61, but after his Earliest Retirement Date, as provided for
 under Article VII.5.4
Non-Vested
 Termination. Upon a Participants Termination of
 Employment with the Affiliated Group before meeting any of the vesting
 requirements under Section 5.1, he shall not receive any benefit from the
 Plan whatsoever. If a Participant is reemployed, he may receive credit for
 his prior years of service under Section 9.6.5.5
Change in
 Control. If a Participant is not otherwise vested
 under Section 5.1, a Participant shall become vested upon a Change in Control
 of the Company as provided in Section 9.3.5.6
Forfeiture
 Events. Even if vested, a Participant shall cease to
 be vested, and thereafter not entitled to any benefit from the Plan
 (regardless if it has commenced), under certain prescribed circumstances
 involving his conduct under Section 9.5.-9-

ARTICLE VINORMAL RETIREMENT BENEFIT

6.1
SERP Benefit.
 If a Participant is vested under Article V under Section 5.2, he shall
 receive his SERP Accrued Benefit effective as of the first day of the month
 after his Termination of Employment (in this Article, the commencement
 date) as calculated in Section 4.1, to be paid in accordance with Section
 6.3.6.2
Normal
 Retirement Date. A Participants Normal Retirement
 Date means the first day of the month following the later of the
 Participants (i) Termination of Employment or (ii) 61st birthday.6.3
Actual
 Payment. A Participants benefit shall commence
 during the 90-day period that begins on the six month anniversary of his
 commencement date under Section 6.1. The Participants first payment shall
 include the value (without interest) of the payments the Participant would
 have received had his payment from the Plan begun on his commencement date.6.4
Normal
 Annuity Form. A Participants SERP Accrued Benefit
 is payable monthly in the form of a single life annuity. However, if the
 Participant is married, his retirement benefit is payable in a joint and 100%
 survivor annuity with his spouse which is the actuarial equivalent of the
 single life annuity. The normal annuity form of his SERP Accrued Benefit,
 therefore, shall not be the actual annuity form in which he receives his
 retirement benefit from the Pension Plan. Rather, the normal annuity form is
 based solely on his marital status at the commencement of his SERP Accrued
 Benefit.6.5
Alternative
 Annuity Forms of Payment. Before the commencement
 date, a Participant may elect to receive his SERP Accrued Benefit in one of
 the following annuity forms of payment that is the actuarial equivalent of
 the single life annuity form of payment, subject to such rules and procedures
 as established by the Committee:(a)
A single
 life annuity.(b)
A 30%, 40%,
 50%, 75% or 100% joint and survivor annuity.(c)
Any other
 annuity form of payment, as may be permitted by the Committee.The
 Committee shall disregard any election by a Participant to change the form of
 his SERP Accrued Benefit to the extent such election would result in an
 impermissible acceleration of the payment of the Participants benefit under
 the Plan within the meaning of Section 409A of the Code.At the
 election of the Participant, the joint and survivor annuity may provide that,
 if the Participants joint annuitant dies before the Participant, the Participants
 monthly benefit will increase to the amount he would have received had he
 originally elected the single life annuity form of payment. The joint and
 survivor annuity that includes this feature will be the actuarial equivalent
 of a single life annuity form of payment as provided above.-10-

ARTICLE VIIEARLY RETIREMENT BENEFIT

7.1
Early
 Retirement Benefit. If a Participant is vested under
 Section 5.3, he shall receive an early retirement benefit effective as of the
 first day of the month after his Termination of Employment (in this Article,
 the commencement date), to be paid in accordance with Section 7.3. The
 Participants early retirement benefit shall equal his SERP Accrued Benefit
 determined in accordance with Section 4.1, except that, for purposes of this
 calculation, the Participants (i) monthly Target Retirement Benefit shall be
 reduced by one-third of one percent per month (or 4% per year) for each full
 month by which the commencement date of his SERP Accrued Benefit precedes the
 first day of the month after he attains age 61 and (ii) the benefit offset
 amounts under Sections 4.4, 4.5 and 4.6 shall be determined as of his
 commencement date.7.2
Earliest
 Retirement Date. A Participants Earliest
 Retirement Date means the date he has both (i) attained age 55 and (ii) been
 credited with at least 10 Years of Vesting Service. A Participants Years of
 Vesting Service shall equal his years of vesting service under Section 1.35
 of the Pension Plan, or any successor provision thereto.7.3
Actual
 Payment. A Participants benefit shall commence
 during the 90-day period that begins on the six month anniversary of his
 commencement date under Section 7.1. The Participants first payment shall
 include the value (without interest) of the payments the Participant would
 have received had his payment from the Plan begun on his commencement date.7.4
Normal
 Annuity Form. A Participants SERP Accrued Benefit
 is payable in the normal annuity form based on his marital status on the commencement
 date of his SERP Accrued Benefit, as provided in Section 6.4.7.5
Alternative
 Annuity Forms of Payment. Before the commencement
 date, a Participant may elect to receive his SERP Accrued Benefit in one of
 the following annuity forms of payment that is the actuarial equivalent of
 the single life annuity form of payment, subject to such rules and procedures
 as established by the Committee:(a)
A single
 life annuity.(b)
A 30%, 40%,
 50%, 75% or 100% joint and survivor annuity.(c)
Any other
 annuity form of payment, as may be permitted by the Committee.The
 Committee shall disregard any election by a Participant to change the form of
 his SERP Accrued Benefit to the extent such election would result in an
 impermissible acceleration of the payment of the Participants benefit under
 the Plan within the meaning of Section 409A of the Code.At the
 election of the Participant, the joint and survivor annuity may provide that,
 if the Participants joint annuitant dies before the Participant, the
 Participants monthly benefit will increase to the amount he would have
 received had he originally elected the single life annuity form of payment.
 The joint and survivor annuity that includes this feature will be the
 actuarial equivalent of single life annuity form of payment as provided
 above.-11-

ARTICLE VIIIEFFECT OF DEATH AND DISABILITY ON BENEFITS

8.1
Death
Benefit. If a Participant dies before becoming vested in his SERP Accrued
Benefit under Article V, the Participant shall not be entitled to any benefit
under the Plan.If a
 Participant is vested in his SERP Accrued Benefit under Article V and dies
 before the commencement date of his SERP Accrued Benefit (under Article VI or
 VII, or Section 9.4(a), as applicable), his surviving spouse (if marrried for
 at least the one year period ending on his death) shall receive a benefit for
 the life of the surviving spouse in an amount equal to the monthly amount
 that would have been payable as a single life annuity to the Participant as
 of the date of his death. Payments shall commence effective as the first day
 of the first month coincident with or after the date the Participant would
 have been eligible to receive his SERP Accrued Benefit (under Article VI or
 VII, or Section 9.4(a), as applicable) assuming his Termination of Employment
 occurred as of the date of his death, with payments beginning within 90 days
 thereof. The surviving spouses first payment shall include the value
 (without interest) of the payments the spouse would have received had his
 payment from the Plan begun on such commencement date.If the
 Participant dies without a surviving spouse, the death benefit is not paid to
 any person.If a
 Participant dies after the commencement date of his SERP Accrued Benefit, no
 death benefit will be payable under this Section 8.1. In this case, the Plan
 will pay only whatever survivor benefit is payable under the terms of the
 annuity form of payment in which the Participant elected to receive his SERP
 Accrued Benefit (under Article VI or VII, as applicable).8.2
Disability.
If a Participant who is vested under Article V becomes disabled (within the
meaning of the Companys or Affiliates long-term disability plan) while an
Eligible Executive, the Participants benefit shall be paid following the
Participants Termination of Employment in accordance with Article VI or VII
(subject to Section 9.4(a)). For purposes of calculating the Participants
SERP Accrued Benefit under Article IV, he shall accrue additional Years of
Benefit Service under the Plan to the same extent he accrues benefit service
under Sections 1.34 and 3.6 of the Pension Plan (up to a maximum of five
Years of Benefit Service).-12-

ARTICLE IXSPECIAL PROVISIONS

9.1
Leaves of
Absence, Severance Pay. A Participants Years of Benefit Service and Years of
Vesting Service shall include leaves of absence authorized by the Company and
such other periods of employment as determined by the Committee. However, the
Participants annual compensation, Years of Vesting Service, and Years of
Benefit Service shall not include any period following his Termination of
Employment during which he receives severance pay, unless otherwise provided
in Section 9.4.9.2
Changes of
Employment Status. If a Participant transfers employment to a
non-Participating Affiliate, is reassigned to a position other than a
position described in Section 2.12, ceases to be an Eligible Executive or
otherwise fails to be eligible to participate in the Plan, he shall be suspended
from participation in the Plan. A Participant whose participation in the Plan
has been suspended shall cease to accrue additional benefits after the
effective date of such employment status change. Such Participants SERP
Accrued Benefit under Section 4.1 shall be calculated as if he incurred a
Termination of Employment on the date of the employment status change.9.3
Change in
Control of the Company. A Participant shall vest in his SERP Accrued Benefit
under Section 5.5 upon the occurrence of one of the following Change in
Control events:(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 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 an Affiliate or (iv) any acquisition by any corporation pursuant
 to a transaction which complies with clauses (i), (ii) and (iii) of
 subsection (c) of this Section 9.3; or(b)
Individuals
 who, as of the date hereof, 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 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-13-

Company
 Common Stock and Outstanding Company Voting Securities immediately prior to
 such Business Combination beneficially own, directly or indirectly, more than
 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 Company 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, 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.9.4
Effect of a
 Change in Control on a SERP Accrued Benefit.(a)
If a
 Participant who is vested under Article V as a result of a Change in Control
 incurs a Termination of Employment (and is not otherwise vested under Section
 5.1(a) or (b)), he will receive his SERP Accrued Benefit on the later of (i)
 the first day of the seventh month immediately following the month of the
 Participants Termination of Employment, or (ii) the date the Participant
 attains age 55. Subject to Section 9.4(b), the amount and form of payment of
 the Participants SERP Accrued Benefit shall be determined in accordance with
 Article VII.(b)
If a
 Participants Termination of Employment occurs under circumstances entitling
 him to severance pay or benefits under an employment agreement between the
 Participant and the Company that becomes effective as a result of the Change
 in Control, then the amount (but not the time for payment) of the SERP
 Accrued Benefit shall be computed as if the Participants employment with the
 Company or a Participating Affiliate had continued for a number of years
 equal to the multiple (as defined in such employment agreement), with annual compensation
 equal to the annual compensation required by the employment agreement.9.5
Forfeiture
 Events. Even if a Participant is vested in his SERP
 Accrued Benefit under Article V, he shall cease to be vested, and thereafter
 not be entitled to any benefit from the Plan (regardless if it commenced), if
 the Participants employment with the Company or an Affiliate is terminated
 for any one or more of the following reasons:(a)
The
 Participants willful and continued failure to perform substantially his
 duties with the Company or an Affiliate (other than any such failure
 resulting from incapacity due to-14-

physical or
 mental illness), after a written demand for substantial performance is
 delivered to the Participant which specifically identifies the manner in
 which the Participant has not substantially performed his duties;(b)
the willful
 engaging by the Participant in illegal conduct or gross misconduct which is
 materially and demonstrably injurious to the Company or an Affiliate;(c)
the repeated
 use of alcohol by the Participant that materially interferes with
 Participants duties, use of illegal drugs by the Participant, or a violation
 by the Participant of the drug and/or alcohol policies of the Company or
 Affiliate;(d)
a
 conviction, guilty plea or plea of nolo contendere of the Participant for any
 crime involving moral turpitude or for any felony;(e)
a breach by
 the Participant of his fiduciary duties of loyalty or care to the Company or
 Affiliate or a material violation of the Code of Business Conduct and Ethics,
 or similar policies, of the Company or an Affiliate; or(f)
the breach
 by the Participant of the confidentiality provision set forth in his
 Employment Agreement with the Company.Further,
 even if a Participant is vested, he shall cease to be vested, and thereafter
 not be entitled to any benefit from the Plan (regardless if it commenced), if
 (i) his death occurs during the first 24 months of participation in the Plan
 as a result of suicide or (ii) he made a material misrepresentation in any
 form or document provided by him to or for the benefit of the Company or an
 Affiliate.9.6
Reemployment.
 Upon a Participants non-vested Termination of Employment, his Years of
 Vesting Service and his Years of Benefit Service shall be immediately
 forfeited. If the Participant is ever reemployed as an Employee eligible to
 participate in the Plan under Section 3.1, the Committee may, in its sole
 discretion, reinstate him as a Participant of the Plan and/or may, in its
 sole discretion, reinstate all or some of his Years of Benefit Service for
 purposes of calculating the Participants SERP Accrued Benefit under Section
 4.1 and all or some of his Years of Vesting Service for purposes of determining
 his eligibility for an early retirement benefit under Section 7.1 to the
 extent such service is not otherwise credited under Sections 1.34 or 1.35 of
 the Pension Plan, or any successor provision thereto.If a
 Participant was vested under Section 5.2, Section 5.3 or Section 5.5 as of
 his Termination of Employment and he is ever reemployed and eligible to
 participate in the Plan under Section 3.1, he shall participate in the Plan
 and continue to accrue increases to his SERP Accrued Benefit under Section
 4.1, offset by the previous amount of his SERP Accrued Benefit. If the
 Participants retirement benefit had commenced, the benefit shall not be
 suspended. To the extent permitted under Section 409A, upon subsequent
 retirement, his retirement benefit shall be calculated based on the foregoing
 subsequent increase to his SERP Accrued Benefit.9.7
Actuarial
 Assumptions. For purposes of the Plan, actuarial
 equivalence or actuarially equivalent shall be determined using actuarial
 assumptions of (i) mortality using the applicable mortality table, as defined
 in Section 417(e)(3)(B) of the Code, as in effect for the calendar year of
 the determination of the actuarial equivalent value of a benefit, as
 published by the Internal Revenue Service, assuming (whether applicable) the
 Participant is male and the contingent annuitant is female and (ii) interest
 at the rate of 71⁄2% compounded annually. The determination-15-

of actuarial
equivalence shall be made as an immediate annuity (i.e., as the actuarial
equivalent value of the benefit payable as of the date specified by the Plan
therefor).The Company
 may amend the Plan to change the Actuarial Assumptions, subject to applicable
 law and the requirements of Section 409A of the Code. A Participant or any
 beneficiary shall not be entitled to any grandfathering of benefits in the
 event of any change in Actuarial Assumptions, subject to applicable law and
 the requirements of Section 409A of the Code.For purposes
 of actuarially equivalent alternative annuity forms of payment under Sections
 6.5 and 7.5, at any given time the same actuarial assumptions and methods
 must be used in valuing each alternative annuity form in determining whether
 the payments are actuarially equivalent and such actuarial assumptions and
 methods must be reasonable. The foregoing requirement applies over the entire
 term of the Participants participation in the Plan, such that the payments
 under the alternative annuity form must be actuarially equivalent at all
 times. The same actuarial assumptions and methods need not be used over the
 term of a Participants participation in the Plan. Accordingly, the Company
 may amend the Plan to change the actuarial assumptions and methods used to
 determine the payments under the alternative annuity forms, provided that all
 of the actuarial assumptions and methods are reasonable.9.8
Discretionary
 Acceleration of Payments. To the extent permitted by
 Section 409A of the Code, the Committee may, in its sole discretion,
 accelerate the time or schedule of a payment under the Plan as provided in
 this Section. The provisions of this Section are intended to comply with the
 exception to accelerated payments under Treasury Regulation Section
 1.409A-3(j) and shall be interpreted and administered accordingly.(a)
Domestic
 Relations Orders. The Committee may, in its sole
 discretion, accelerate the time or schedule of a payment under the Plan to an
 individual other than the Participant as may be necessary to fulfill a
 domestic relations order (as defined in Section 414(p)(1)(B) of the Code).(b)
Conflicts of
 Interest. The Committee may, in its sole discretion,
 provide for the acceleration of the time or schedule of a payment under the
 Plan to the extent necessary for any Federal officer or employee in the
 executive branch to comply with an ethics agreement with the Federal
 government. Additionally, the Committee may, in its sole discretion, provide
 for the acceleration of the time or schedule of a payment under the Plan to
 the extent reasonably necessary to avoid the violation of an applicable
 Federal, state, local, or foreign ethics law or conflicts of interest law
 (including where such payment is reasonably necessary to permit the
 Participant to participate in activities in the normal course of his or her
 position in which the Participant would otherwise not be able to participate
 under an applicable rule).(c)
Employment
 Taxes. The Committee may, in its sole discretion,
 provide for the acceleration of the time or schedule of a payment under the
 Plan to pay the Federal Insurance Contributions Act (FICA) tax imposed under
 Sections 3101, 3121(a), and 3121(v)(2) of the Code, or the Railroad
 Retirement Act (RRTA) tax imposed under Sections 3201, 3211, 3231(e)(1), and
 3231(e)(8) of the Code, where applicable, on compensation deferred under the
 plan (the FICA or RRTA amount). Additionally, the Committee may, in its sole
 discretion, provide for the acceleration of the time or schedule of a
 payment, to pay the income tax at source on wages imposed under Section 3401
 of the Code or the corresponding withholding provisions of applicable state,
 local, or foreign tax laws as a result of the payment of the FICA or RRTA
 amount, and to pay the-16-

additional
 income tax at source on wages attributable to the pyramiding Section 3401 of
 the Code wages and taxes. However, the total payment under this acceleration
 provision must not exceed the aggregate of the FICA or RRTA amount, and the
 income tax withholding related to such FICA or RRTA amount.(d)
Limited
 Cash-Outs. Subject to Section 9.12(a), the Committee
 may, in its sole discretion, require a mandatory lump sum payment of amounts
 deferred under the Plan that do not exceed the applicable dollar amount under
 Section 402(g)(1)(B) of the Code, provided that the payment results in the
 termination and liquidation of the entirety of the Participants interest
 under the Plan, including all agreements, methods, programs, or other
 arrangements with respect to which deferrals of compensation are treated as
 having been deferred under a single nonqualified deferred compensation plan
 under Section 409A of the Code.(e)
Payment Upon
 Income Inclusion Under Section 409A. Subject to
 Section 9.12(a), the Committee may, in its sole discretion, provide for the
 acceleration of the time or schedule of a payment under the Plan at any time
 the plan fails to meet the requirements of Section 409A of the Code. The
 payment may not exceed the amount required to be included in income as a
 result of the failure to comply with the requirements of Section 409A of the
 Code.(f)
Certain
 Payments to Avoid a Nonallocation Year Under Section 409(p).
 Subject to Section 9.12(a), the Committee may, in its sole discretion,
 provide for the acceleration of the time or schedule of a payment under the
 Plan to prevent the occurrence of a nonallocation year (within the meaning of
 Section 409(p)(3) of the Code) in the plan year of an employee stock
 ownership plan next following the plan year in which such payment is made,
 provided that the amount paid may not exceed 125 percent of the minimum
 amount of payment necessary to avoid the occurrence of a nonallocation year.(g)
Payment of
 State, Local, or Foreign Taxes. Subject to Section
 9.12(a), the Committee may, in its sole discretion, provide for the
 acceleration of the time or schedule of a payment under the Plan to reflect
 payment of state, local, or foreign tax obligations arising from
 participation in the Plan that apply to an amount deferred under the Plan
 before the amount is paid or made available to the participant (the state,
 local, or foreign tax amount). Such payment may not exceed the amount of such
 taxes due as a result of participation in the Plan. The payment may be made
 in the form of withholding pursuant to provisions of applicable state, local,
 or foreign law or by payment directly to the participant. Additionally, the
 Committee may, in its sole discretion, provide for the acceleration of the
 time or schedule of a payment under the Plan to pay the income tax at source
 on wages imposed under Section 3401 of the Code as a result of such payment
 and to pay the additional income tax at source on wages imposed under Section
 3401 of the Code attributable to such additional wages and taxes. However,
 the total payment under this acceleration provision must not exceed the
 aggregate of the state, local, and foreign tax amount, and the income tax
 withholding related to such state, local, and foreign tax amount.(h)
Certain
 Offsets. Subject to Section 9.12(a), the Committee
 may, in its sole discretion, provide for the acceleration of the time or
 schedule of a payment under the Plan as satisfaction of a debt of the
 Participant to the Company (or any entity which would be considered to be a
 single employer with the Company under Section 414(b) or Section-17-

414(c) of
  the Code), where such debt is incurred in the ordinary course of the service
  relationship between the Company (or any entity which would be considered to
  be a single employer with the Company under Section 414(b) or Section 414(c)
  of the Code) and the Participant, the entire amount of reduction in any of
  the service recipients (as defined in Section 409A of the Code) taxable
  years does not exceed $5,000, and the reduction is made at the same time and
  in the same amount as the debt otherwise would have been due and collected
  from the Participant.(i)
Bona Fide
  Disputes As To A Right To A Payment. Subject to
  Section 9.12(a), the Committee may, in its sole discretion, provide for the
  acceleration of the time or schedule of a payment under the Plan where such
  payments occur as part of a settlement between the Participant and the
  Company (or any entity which would be considered to be a single employer with
  the Company under Section 414(b) or Section 414(c) of the Code) of an arms
  length, bona fide dispute as to the Participants right to the deferred
  amount.(j)
Plan
  Terminations and Liquidations. Subject to Section
  9.12(a), the Committee may, in its sole discretion, provide for the
  acceleration of the time or schedule of a payment under the Plan as provided
  in Section 11.2.(k)
Other Events
  and Conditions. Subject to Section 9.12(a), a
  payment may be accelerated upon such other events and conditions as the
  Internal Revenue Service may prescribe in generally applicable guidance published
  in the Internal Revenue Bulletin.Except as
  otherwise specifically provided in the Plan, the Committee may not accelerate
  the time or schedule of any payment or amount scheduled to be paid under the
  Plan within the meaning of Section 409A of the Code.9.9
Delay of
  Payments. To
  the extent permitted under Section 409A of the Code, the Committee may, in
  its sole discretion, delay payment under any of the following circumstances,
  provided that the Committee treats all payments to similarly situated
  Participants on a reasonably consistent basis:(a)
Payments
  Subject To Section 162(m). A payment may be delayed
  to the extent that the Committee reasonably anticipates that if the payment
  were made as scheduled, the Companys deduction with respect to such payment
  would not be permitted due to the application of Section 162(m) of the Code.
  If a payment is delayed pursuant to this Section, then the payment must be
  made either (i) during the Companys first taxable year in which the
  Committee reasonably anticipates, or should reasonably anticipate, that if
  the payment is made during such year, the deduction of such payment will not
  be barred by application of Section 162(m) of the Code, or (ii) during the
  period beginning with the first business day of the seventh month immediately
  following the Participants separation from service as defined in Section
  9.12(b) (the six month anniversary) and ending on the later of (I) the last
  day of the taxable year of the Company in which the six month anniversary
  occurs or (II) the 15th day of the third month following the six month
  anniversary. Where any scheduled payment to a specific Participant in a
  Companys taxable year is delayed in accordance with this paragraph, all
  scheduled payments to that Participant that could be delayed in accordance
  with this paragraph must also be delayed. The Committee may not provide the
  Participant an election with respect to the timing of the payment under this
  Section. For purposes of this Section, the term Company includes-18-

any entity
  which would be considered to be a single employer with the Company under
  Section 414(b) or Section 414(c) of the Code.(b)
Federal
  Securities Laws or Other Applicable Law. A Payment
  may be delayed where the Committee reasonably anticipates that the making of
  the payment will violate federal securities laws or other applicable law;
  provided that the delayed payment is made at the earliest date at which the
  Committee reasonably anticipates that the making of the payment will not
  cause such violation. For purposes of the preceding sentence, the making of a
  payment that would cause inclusion in gross income or the application of any
  penalty provision or other provision of the Code is not treated as a
  violation of applicable law.(c)
Other Events
  and Conditions. A payment may be delayed upon such
  other events and conditions as the Internal Revenue Service may prescribe in
  generally applicable guidance published in the Internal Revenue Bulletin.9.10
Actual Date
  of Payment. To
  the extent permitted by Section 409A of the Code, the Committee may delay
  payment in the event that it is not administratively possible to make payment
  on the date (or within the periods) specified in the Plan, or the making of
  the payment would jeopardize the ability of the Company (or any entity which
  would be considered to be a single employer with the Company under Section
  414(b) or Section 414(c) of the Code) to continue as a going concern.
  Notwithstanding the foregoing, payment must be made no later than the latest
  possible date permitted under Section 409A of the Code.9.11
Discharge of
  Obligations. The payment to a Participant or his
  beneficiary of his entire benefit under the Plan shall discharge all
  obligations of the Affiliated Group to such Participant or beneficiary under
  the Plan with respect to that Plan benefit.9.12
Compliance
  with Section 409A of the Code.(a)
Notwithstanding
  anything contained in the Plan to the contrary, if the Participant is a
  specified employee, as determined under the Companys policy for
  identifying specified employees on the date of his separation from service
  within the meaning of Section 409A of the Code, then to the extent required
  in order to comply with Section 409A of the Code, all amounts payable under
  the Plan that constitute a deferral of compensation within the meaning of
  Section 409A of the Code, that are provided as a result of a separation from
  service within the meaning of Section 409A of the Code and that would
  otherwise be paid during the first six months following such separation from
  service shall be accumulated through and paid or provided on the first day of
  the seventh month immediately following the month of such separation from
  service (or, if the Participant dies during such six-month period, within 30
  days after the Participants death).(b)
Notwithstanding
  anything contained in the Plan to the contrary, the term Termination of
  Employment or words or phrases of similar import shall mean a separation
  from service as defined in Section 409A of the Code and the effective date
  of a Participants separation from service as defined in Section 409A of
  the Code shall constitute the effective date of his Termination of
  Employment. The Company and the Participant shall take all steps necessary
  to ensure that a Termination of Employment shall constitute a separation
  from service within the meaning of Section 409A of the Code, and any benefit
  payable as a result of a Participants Termination of Employment shall be
  paid or-19-

provided, if
  and only if, such Termination of Employment constitutes a separation from
  service within the meaning of Section 409A of the Code. Upon a sale or other
  disposition of the assets of the Company or any Affiliate to an unrelated
  purchaser, the Committee reserves the right, to the extent permitted by
  Section 409A of the Code, to determine whether Participants providing
  services to the purchaser after and in connection with the purchase
  transaction have experienced a separation from service as defined in
  Section 409A of the Code.(c)
It is
  intended that the payments and benefits provided under the Plan shall comply
  with the requirements of Section 409A of the Code. The Plan shall be
  construed, administered, and governed in a manner that effects such intent,
  and the Company shall not take any action that would be inconsistent with
  such intent. Without limiting the foregoing, the payments and benefits
  provided under the Plan may not be deferred, accelerated, extended, paid out
  or modified in a manner that would result in the imposition of an additional
  tax under Section 409A of the Code upon the Participant. Although the Company
  shall use its best efforts to avoid the imposition of taxation, interest and
  penalties under Section 409A of the Code, the tax treatment of the benefits
  provided under the Plan is not warranted or guaranteed. Neither the Company,
  its affiliates, directors, officers, employees nor its advisers shall be held
  liable for any taxes, interest, penalties or other monetary amounts owed by
  the Participant or other taxpayer as a result of the Plan. Any reference in
  the Plan to Section 409A of the Code will also include any proposed,
  temporary or final regulations, or any other guidance, promulgated with respect
  to such Section 409A by the U.S. Department of Treasury or the Internal
  Revenue Service.-20-

ARTICLE XADMINISTRATION AND FINANCING

10.1
Plan
  Administration. The Plan is administered by the
  Committee. The Committee is responsible for the administration of the Plan
  and may also delegate certain administrative functions to other persons,
  including the Central Hudson Gas & Electric Corporation Benefits
  Committee. The Committee possesses the sole and absolute discretionary
  authority to interpret and construe the provisions of the Plan, as well as to
  make all determinations under the Plan, such as eligibility, benefits,
  service credit and distributions. The Committees interpretations and
  determinations are conclusive on all interested parties.10.2
Claims
  Procedures. Any Participant or beneficiary (a
  Claimant) who believes that he is entitled to a benefit under the Plan
  which he has not received may submit a claim to the Committee. Claims for
  benefits under the Plan shall be made in writing, signed by the Claimant or
  his authorized representative, and must specify the basis of the Claimants
  complaint and the facts upon which he relies in making such claim. A claim
  shall be deemed filed when received by the Committee.In the event
  a claim for benefits is wholly or partially denied by the Committee, the
  Committee shall notify the Claimant in writing of the denial of the claim
  within a reasonable period of time, but not later than ninety (90) days after
  receipt of the claim, unless special circumstances require an extension of
  time for processing, in which case the ninety (90) day period may be extended
  to 180 days. The Committee shall notify the Claimant in writing of any such
  extension. A notice of denial shall be written in a manner reasonably
  calculated to be understood by the Claimant, and shall contain (i) the
  specific reason or reasons for denial of the claim, (ii) a specific reference
  to the pertinent Plan provisions upon which the denial is based, (iii) a
  description of any additional material or information necessary for the
  Claimant to perfect the claim, together with an explanation of why such
  material or information is necessary and (iv) an explanation of the Plans
  review procedure.Within sixty
  (60) days of the receipt by the Claimant of the written notice of denial of
  the claim, the Claimant may appeal by filing with the Committee a written
  request for a full and fair review of the denial of the Claimants claim for
  benefits. Appeal requests under the Plan shall be made in writing, signed by
  the Claimant or his authorized representative, and must specify the basis of
  the Claimants complaint and the facts upon which he relies in making such
  appeal. An appeal request shall be deemed filed when received by the
  Committee.The
  Committee shall render a decision on the claim appeal promptly, but not later
  than sixty (60) days after the receipt of the Claimants request for review,
  unless special circumstances (such as the need to hold a hearing, if
  necessary), require an extension of time for processing, in which case the
  sixty (60) day period may be extended to 120 days. The Committee shall notify
  the Claimant in writing of any such extension. The decision upon review shall
  be written in a manner reasonably calculated to be understood by the
  Claimant, and shall contain (i) the specific reason or reasons for denial of
  the claim, (ii) a specific reference to the pertinent Plan provisions upon
  which the denial is based, (iii) a statement that the Claimant shall be
  provided, upon request and free of charge, reasonable access to, and copies
  of, all documents, records, and other information relevant to the claim for
  benefits and (iv) a statement of the Claimants right to bring an action
  under Section 502(a) of ERISA, if the adverse benefit determination is
  sustained on appeal.-21-

No lawsuit
  by a Claimant may be filed prior to exhausting the Plans administrative
  appeal process. Any lawsuit must be filed no later than the earlier of one
  year after the Claimants claim for benefit was denied or the date the cause
  of action first arose.10.3
Committee
  Authority. The Committee shall have the authority to
  make, amend, interpret, and enforce all appropriate rules and regulations for
  the administration of the Plan and decide or resolve any and all questions
  including interpretations of the Plan, as provided under Section 10.1. A
  majority vote of the Committee members shall control any decision.10.4
Agents.
  The Committee may, from time to time, employ other agents and delegate to
  them such administrative duties as it sees fit, and may from time to time
  consult with counsel who may be counsel to the Company.10.5
Binding
  Effect of Decisions. The decision or action of the
  Committee in respect of any question arising out of or in connection with the
  administration, interpretation and application of the Plan and the rules and
  regulations promulgated hereunder shall be final and conclusive and binding
  upon all persons having any interest in the Plan.10.6
Indemnity of
  Committee. The Company shall indemnify and hold
  harmless the members of the Committee against any and all claims, loss,
  damage, expense or liability arising from any action or failure to act with
  respect to the Plan on account of such members service on the Committee
  except in the case of gross negligence or willful misconduct.10.7
Unfunded
  Plan. The Plan is an unfunded plan maintained
  primarily to provide deferred compensation benefits for a select group of
  management or highly compensated employees within the meaning of Sections
  201, 301, and 401 of ERISA, and therefore is exempt from the provisions of
  Parts 2, 3 and 4 of Title I of ERISA. Accordingly, to the extent permitted
  under Section 409A of the Code, the Company or Participating Affiliate may terminate
  the Plan and make no further benefit payments, or remove certain employees as
  Participants if it is determined by the United States Department of Labor, a
  court of competent jurisdiction, or an opinion of counsel that the Plan
  constitutes an employee pension benefit plan within the meaning of Section
  3(2) of ERISA (as currently in effect or hereafter amended) which is not so
  exempt.10.8
Company
  Obligation. The obligation to make benefit payments
  to any Participant under the Plan shall be an obligation solely of the
  Company or a Participating Affiliate with respect to the benefit receivable
  from the Company or a Participating Affiliate and shall not be an obligation
  of another company. Such obligation of the Company or Participating Affiliate
  shall be based on the services provided by the Participant for the Company
  and Participating Affiliate, respectively.10.9
Interest of
  Participants. A Participant and his beneficiaries
  shall have no legal or equitable rights, interest or claims in any property
  or assets of the Company or a Participating Affiliate, nor shall they be
  beneficiaries of, or have any rights, claims or interests in, any life
  insurance policies, annuity contracts or the proceeds therefrom owned or
  which may be acquired by the Company or a Participating Affiliate. Such
  policies or other assets shall not be held for the benefit of Participants
  and their beneficiaries, or held in any way as collateral security for the
  fulfilling of the obligations of the Company or a Participating Affiliate
  under the Plan. Any and all of the assets of the Company and a Participating
  Affiliate shall be, and remain, the general, unpledged, unrestricted assets
  thereof. The Company and Participating Affiliates obligations under the Plan
  shall be that of an unfunded and unsecured promise to pay money in the
  future.-22-

10.10
Trust Fund.
  The Company or a Participating Affiliate shall be responsible for the payment
  of all benefits provided under the Plan regarding a Participant employed by
  the Company or Participating Affiliate. At its discretion, the Company may
  establish one or more trusts, with such trustees as the Company may approve,
  for the purpose of providing for the payment of such benefits. Such trust or
  trusts may be irrevocable, but the assets thereof shall be subject to the
  claims of the Company or Participating Affiliates general creditors. To the
  extent any benefits provided under the Plan are actually paid from any such
  trust, the Company or Participating Affiliate shall have no further
  obligation with respect thereto, but to the extent not so paid, such benefits
  shall remain the obligation of, and shall be paid by, the Company or
  Participating Affiliate.-23-

ARTICLE XIAMENDMENT AND TERMINATION

11.1
Amendment. The plan sponsor of the Plan
  is the Company, which has the right to terminate or amend the provisions of
  the Plan for any reason and at any time, including the reduction of accrued
  benefits and optional forms of payment under the Plan. Any amendment may
  provide different benefits or amounts of benefits from those set forth
  hereunder. However, the termination or amendment of the Plan shall not
  violate applicable law or the requirements of Section 409A of the Code.11.2
Payments Upon Termination of Plan. In
  the event that the Plan is terminated, the benefits of a Participant shall be
  paid to the Participant or his beneficiary on the dates on which the
  Participant or his beneficiary would otherwise receive payments hereunder
  without regard to the termination of the Plan. Notwithstanding the preceding
  sentence, and Section 9.12(a):(a)
Liquidation; Bankruptcy. The Board shall
  have the authority, in its sole discretion, to terminate the Plan and pay
  each Participants entire benefit to the Participant or, if applicable, his
  beneficiary within twelve (12) months of a corporate dissolution taxed under
  Section 331 of the Code or with the approval of a bankruptcy court pursuant
  to 11 U.S.C. 503(b)(1)(A), provided that the amounts are included in the
  Participants gross income in the latest of the following years (or, if
  earlier, the taxable year in which the amount is actually or constructively
  received): (i) the calendar year in which the Plan termination and
  liquidation occurs; (ii) the first calendar year in which the amount is no
  longer subject to a substantial risk of forfeiture as defined under Section
  409A of the Code; or (iii) the first calendar year in which the payment is
  administratively practicable.(b)
Change in Control. The Board shall have
  the authority, in its sole discretion, to terminate the Plan and pay each
  Participants entire benefit to the Participant or, if applicable, his
  beneficiary pursuant to an irrevocable action taken by the Board within the
  30 days preceding or the 12 months following a Change in Control, provided
  that this subsection will only apply if all agreements, methods, programs,
  and other arrangements sponsored by the Company (or any entity which would be
  considered to be a single employer with the Company under Section 414(b) or
  Section 414(c) of the Code) immediately after the time of the Change in
  Control event with respect to which deferrals of compensation are treated as
  having been deferred under a single plan under Section 409A of the Code are
  terminated and paid with respect to each Participant that experienced the
  Change in Control event, so that under the terms of the termination and
  payment all such Participants are required to receive all amounts of compensation
  deferred under the terminated agreements, methods, programs, and other
  arrangements within 12 months of the date the Company (or any entity which
  would be considered to be a single employer with the Company under Section
  414(b) or Section 414(c) of the Code) irrevocably takes all necessary action
  to terminate and liquidate the agreements, methods, programs, and other
  arrangements.(c)
Discretionary Terminations. The Board
  shall have the authority, in its sole discretion, to terminate the Plan and
  pay each Participants entire benefit to the Participant or, if applicable,
  his beneficiary, provided that: (i) the termination and liquidation does not
  occur proximate to a downturn in the financial health of the Company (or any
  entity which would be considered to be a single employer with the Company
  under Section-24-

414(b) or
  Section 414(c) of the Code); (ii) the Company (or any entity which would be
  considered to be a single employer with the Company under Section 414(b) or
  Section 414(c) of the Code) terminates and liquidates all agreements,
  methods, programs, and other arrangements sponsored by the Company (or any
  entity which would be considered to be a single employer with the Company
  under Section 414(b) or Section 414(c) of the Code) that would be aggregated
  with any terminated and liquidated agreements, methods, programs, and other
  arrangements under Section 409A of the Code if the same Participant had
  deferrals of compensation under all of the agreements, methods, programs, and
  other arrangements that are terminated and liquidated; (iii) no payments in
  liquidation of the Plan are made within 12 months of the date the Board takes
  all necessary action to irrevocably terminate and liquidate the Plan other
  than payments that would be payable under the terms of the Plan if the action
  to terminate and liquidate the Plan had not occurred; (iv) all payments are
  made within 24 months of the date the Board takes all necessary action to
  irrevocably terminate and liquidate the Plan; and (v) the Company (or any
  entity which would be considered to be a single employer with the Company
  under Section 414(b) or Section 414(c) of the Code) does not adopt a new plan
  that would be aggregated with any terminated and liquidated plan under
  Section 409A of the Code if the same Participant participated in both plans,
  at any time within three years following the date the Board takes all
  necessary action to irrevocably terminate and liquidate the Plan.(d)
Other Events. The Board shall have the authority,
in its sole discretion, to terminate the Plan and pay each Participants
entire benefit to the Participant or, if applicable, his beneficiary upon
such other events and conditions as the Internal Revenue Service may
prescribe in generally applicable guidance published in the Internal Revenue
Bulletin.-25-

ARTICLE XIIMISCELLANEOUS

12.1
Nonassignability. Neither a Participant
  nor any other person shall have any right to commute, sell, assign, transfer,
  pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or
  convey in advance of actual receipt the amounts, if any, payable under the
  Plan, or any part thereof, which are, and all rights to which are, expressly
  declared to be unassignable and nontransferable. No part of the amounts
  payable shall, prior to actual payment, be subject to seizure or
  sequestration for the payment of any debts, judgments, alimony or separate
  maintenance owed by the Participant or any other person, nor be transferable
  by operation of law in the event of the Participants or any other persons
  bankruptcy or insolvency.However, if,
  as a result of a divorce, a Participant is responsible for child support,
  alimony, or marital property rights payments, his benefit under the Plan may
  be assigned to meet those payments, if a qualifying domestic relations order
  has been issued for the Plan, as approved by the Committee.12.2
Protective Provisions. A Participant
  will cooperate with the Company by furnishing any and all information
  requested by the Company, in order to facilitate the payment of benefits
  hereunder and by taking such physical examinations as the Company may deem
  necessary and taking such other action as may be requested by the Company.12.3
Gender and Number. Whenever any words
  are used herein in the masculine, they shall be construed as though they were
  used in the feminine and the neuter in all cases where they would so apply;
  and wherever any words are used herein in the singular or in the plural, they
  shall be construed as though they were used in the plural or the singular, as
  the case may be, in all cases where they would so apply.12.4
Captions. The captions of the articles,
  sections and paragraphs of the Plan are for convenience only and shall not
  control or affect the meaning or construction of any of its provisions.12.5
Governing Law. The provisions of the
  Plan shall be construed and interpreted according to the laws of the State of
  New York, except to the extent preempted by ERISA.12.6
Validity. In case any provision of the Plan
shall be held illegal or invalid for any reason, said illegality or
invalidity shall not affect the remaining parts hereof, but the Plan shall be
construed and enforced as if such illegal and invalid provision had never
been inserted herein.12.7
Notice. Any notice or filing required or
permitted to be given to the Committee under the Plan shall be sufficient if
in writing and hand delivered, or sent by registered or certified mail to any
member of the Committee or the Secretary of the Company. Such notice shall be
deemed given as of the date of delivery or, if delivery is made by mail, as
of the date shown on the postmark on the receipt for registration or
certification. Mailed notice to the Committee shall be directed to the
Companys address. Mailed notice to a Participant, eligible spouse, surviving
spouse or beneficiary shall be directed to the individuals last known
address in the Companys records.12.8
Successors. The provisions of the Plan shall
bind and inure to the benefit of the Company and a Participating Affiliate
and its successors and assigns. The term successors as used herein shall
include any corporate or other business entity which shall, whether by
merger, consolidation,-26-

purchase or
  otherwise, acquire all or substantially all of the business and assets of the
  Company or a Participating Affiliate, and successors of any such corporation
  or other business entity.12.9
Withholding. The Company shall withhold
  from payments made hereunder to any Participant or beneficiary any taxes
  required to be withheld from such payments under federal, state or local law.12.10
Payment to Guardian. If a Plan benefit
  is payable to a minor or a person declared incompetent or to a person
  incapable of handling the disposition of property, the Committee may direct
  payment of such Plan benefit to the guardian, legal representative or person
  having the care and custody of such minor, incompetent or person. The
  Committee may require proof of incompetency, minority, incapacity or
  guardianship as it may deem appropriate prior to distribution of the Plan
  benefit. Such distribution shall completely discharge the Company and
  Participating Affiliate from all liability with respect to such benefit.12.11
Release. Notwithstanding anything
  contained herein to the contrary, neither the Company nor any Affiliate shall
  be obligated to make payment of any benefit to a Participant under the Plan
  unless such Participant first executes prior to the date that benefits are
  scheduled to commence under the Plan a release of claims, in a form provided
  by the Company, whereby the Participant fully releases the Company, all of
  its Affiliates, the Committee and all of their respective officers,
  employees, directors and agents, from any and all rights and claims that such
  Participant, or his heirs, representatives, successors and assigns, may at
  any time have with respect to the receipt of benefits under the SERP and of
  all current or future claims, known or unknown, out of the Participants employment
  with the Company or its Affiliates or the termination of such employment, and
  to the extent such payment is subject to the seven-day revocation period
  prescribed by the Age Discrimination in Employment Act of 1967, as amended,
  or to any similar revocation period in effect on the date of termination of
  the Participants employment, such revocation period has expired. The release
  must become effective and irrevocable in accordance with its terms no later
  than the first business day of the seventh month following the Participants
  Termination of Employment. If he fails to furnish the release, or if the
  release furnished by him has not become effective and irrevocable by the
  first business day of the seventh month after his Termination of Employment, then
  he will not be entitled to any payment under the Plan.12.12
Miscellaneous Employment. The
  establishment of the Plan does not give a Participant the legal right to
  continued employment with the Company or Affiliate. Further, a Participants
  eligibility or his right to benefits under the Plan should not be interpreted
  as any guarantee of employment.In the event
  that any lawsuit or any settlement thereof or any claim, or if any
  governmental agency, court or other governing body, requires the Company to
  reclassify the employment status of any individual who is excluded from
  participation under the Plan, such reclassified individual nevertheless shall
  not be considered an Eligible Executive or otherwise eligible for the Plan
  and, therefore, not be entitled to accrue benefits under the Plan as a result
  thereof.-27-

IN
WITNESS WHEREOF, CH Energy Group,
Inc. has caused this instrument to be executed by its duly authorized officer
on this ___ day of December, 2007.









CH ENERGY GROUP, INC.By: /s/ Steven V. LantTitle: Chairman of the Board, President and
ChiefExecutive
  Officer-28-