Exhibit (10)(iii)42 FORM OF AMENDED AND RESTATED
EMPLOYMENT AGREEMENT AGREEMENT
by and between CH Energy Group Inc. (Energy Group), a New York corporation,
and Tier IV Executive (the Executive), dated as of the _________. The
Board of Directors of Energy Group (the Board) has determined that it is in
the best interests of Energy Group and its shareholders to assure that Energy
Group will have the continued dedication of the Executive, notwithstanding the
possibility, threat or occurrence of a Change of Control (as defined below) of
Energy Group. The Board believes it is
imperative to diminish the inevitable distraction of the Executive by virtue of
the personal uncertainties and risks created by a pending or threatened Change
of Control and to encourage the Executive's full attention and dedication to
Energy Group currently and in the event of any threatened or pending Change of
Control, and to provide the Executive with compensation and benefits
arrangements upon a Change of Control which ensure that the compensation and
benefits expectations of the Executive will be satisfied and which are
competitive with those of other corporations.
Therefore, in order to accomplish these objectives, the Board has caused
Energy Group to enter into this Agreement with the Executive. NOW,
THEREFORE, IT IS HEREBY AGREED AS FOLLOWS: 1.          This
Employment Agreement shall be between Energy Group and the Executive named
above for all periods during which the Executive serves in the capacity as an
officer of Energy Group or any of its affiliated companies. Energy Group and the Executive are parties
to an Employment Agreement dated as of _________ (the Original Agreement).  Energy Group and the Executive hereby amend
and restate the Original Agreement so that this Agreement replaces and
supersedes the Original Agreement in its entirety. 2.         Certain
Definitions. (a)          As
used in this Agreement, Energy Group shall mean CH Energy Group, Inc. as
hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise. (b)          As
used in this Agreement, the term affiliated companies shall include any
company controlled by, controlling or under common control with Energy Group. (c)          The
Effective Date shall mean the first date during the Change of Control Period
(as defined in Section 2(d)) on which a Change of Control (as defined in
Section 3) occurs. Anything in this
Agreement to the contrary notwithstanding, if a Change of Control occurs and if
the Executive's employment with Energy Group or any of its affiliated companies
is terminated prior to the date on which the Change of Control occurs, and if
it is reasonably   2

demonstrated
by the Executive that such termination of employment (i) was at the request of
a third party who has taken steps reasonably calculated to effect a Change of Control
or (ii) otherwise arose in connection with or anticipation of a Change of
Control, then for all purposes of this Agreement the Effective Date shall
mean the date immediately prior to the date of such termination of employment,
and the Executive shall be entitled to all payments and benefits under this
Agreement as though the Executive had terminated his employment for Good
Reason. For purposes of the immediately
preceding sentence, a Change of Control means a Change of Control that also
constitutes 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 Energy
Group within the meaning of Section 409A of the Internal Revenue Code of 1986,
as amended (the Code).  For purposes
of determining the timing of payments and benefits to Executive under Section
7, the date of the actual Change of Control (as defined in the immediately
preceding sentence) shall be treated as Executive's Date of Termination (in
lieu of the date set forth in Section 6(e)).

(d)          The
Change of Control Period shall mean the period commencing on the date hereof
and ending on the following July 31, which July 31 and each annual anniversary
thereof shall be hereinafter referred to as the Renewal Date. Unless previously terminated, the Change of
Control Period shall be automatically extended so as to terminate one year from
such Renewal Date. Notwithstanding the
foregoing, this Agreement may be terminated by either the Executive or Energy
Group or any of its affiliated companies at any time prior to the Effective
Date by providing 60 days written notice to the other party, in which case the
Executive shall have no further rights under this Agreement; provided,
that such a notice shall be null and void if it is reasonably demonstrated by
the Executive that such notice was given (i) at the request of a third party
who has taken steps reasonably calculated to effect a Change of Control or (ii)
otherwise in connection with or anticipation of a Change of Control.

(e)          The
Multiple shall mean (i) two if the Executive's Date of Termination (as
defined herein) occurs on or prior to the first anniversary of the Effective
Date, and (ii) one if the Executive's Date of Termination occurs after the
first anniversary of the Effective Date but on or prior to the second
anniversary of the Effective Date.

3.         Change
of Control. For the purpose of this
Agreement, a Change of Control shall mean:

(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 Energy Group (the Outstanding
Energy Group Common Stock) or (y) the combined voting power of the then outstanding
voting securities of Energy Group 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 Energy Group, (ii) any acquisition by
Energy Group, (iii) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by Energy Group or its affiliated companies or
(iv) any acquisition by any corporation

3

pursuant to a
transaction which complies with clauses (i), (ii) and (iii) of subsection (c)
of this Section 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 Energy Group'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 Energy Group (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 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 Energy Group or all or
substantially all of Energy Group'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 Energy
Group 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 Energy Group of a complete liquidation or dissolution of
Energy Group.

4.       Employment
Period. Energy Group hereby agrees
to continue, or cause to be continued, the Executive in its employ, or in the
employ of any of its affiliated companies, and the Executive hereby agrees to
remain in the employ of Energy Group or any of its affiliated companies subject
to the terms and conditions of this Agreement, for the period commencing on

4

the Effective
Date and ending on the second anniversary of such date (the Employment
Period).

5.       Terms of Employment.

(a)          Position
and Duties.

(i)          During
the Employment Period, the Executive's authority, duties and responsibilities
shall, in the aggregate, be at least commensurate in all material respects with
the most significant of those exercised and assigned at any time during the
120-day period immediately preceding the Effective Date, and neither a reduced
scope of the Executive's responsibilities resulting from the fact that the
Change of Control has created a larger organization, nor a change in the
Executive's position (including status, offices, titles and reporting
requirements) shall be the sole basis for determining whether the requirements
of this Section 5(a)(i) are met.

(ii)          During
the Employment Period, the Executive's services shall be performed at the
location where the Executive was employed immediately preceding the Effective
Date or any office or location less than 50 miles from such location.

(iii)          During
the Employment Period, and excluding any periods of vacation and sick leave to
which the Executive is entitled, the Executive agrees to devote reasonable
attention and time during normal business hours to the business and affairs of
Energy Group or any of its affiliated companies and, to the extent necessary to
discharge the responsibilities assigned to the Executive hereunder, to use the
Executive's reasonable best efforts to perform faithfully and efficiently such
responsibilities. During the Employment
Period it shall not be a violation of this Agreement for the Executive to serve
on civic or charitable boards or committees, so long as such activities do not
significantly interfere with the performance of the Executive's responsibilities
as an employee of Energy Group or any of its affiliated companies in accordance
with this Agreement. It is expressly
understood and agreed that to the extent that any such activities have been
conducted by the Executive prior to the Effective Date, the continued conduct
of such activities (or the conduct of activities similar in nature and scope
thereto) subsequent to the Effective Date shall not thereafter be deemed to
interfere with the performance of the Executive's responsibilities to Energy
Group or any of its affiliated companies.

(b)          Compensation.

(i)          Base
Salary. During the Employment
Period, the Executive shall receive an annual base salary (Annual Base
Salary), which shall be paid at a monthly rate, at least equal to twelve times
the highest monthly base salary paid or payable, including any base salary
which has been earned but deferred, to the Executive by Energy Group or any of
its affiliated companies in respect of the twelve-month period immediately
preceding the month in which the Effective Date occurs. During the Employment Period, the Annual
Base Salary shall be reviewed no more than 12 months after the last salary
increase awarded to the Executive prior

5

to the
Effective Date and thereafter at least annually. Any increase in Annual Base Salary shall not serve to limit or
reduce any other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced
after any such increase and the term Annual Base Salary as used in this
Agreement shall refer to Annual Base Salary as so increased.

(ii)          Annual
Bonus. In addition to Annual Base
Salary, the Executive shall be awarded, for each fiscal year ending during the
Employment Period, an annual bonus (the Annual Bonus) in cash at least equal
to the average of the bonuses payable under Energy Group's Executive Annual
Incentive Plan, if applicable, or any comparable annual bonus under any
predecessor or successor plan, for the last three full fiscal years prior to
the Effective Date, or if the Executive was eligible to earn such a bonus for
less than the last three full fiscal years, for the fiscal years during which
the Executive was eligible to earn such a bonus immediately prior to the
Effective Date (annualized in the event that the Executive was not employed by
Energy Group or its affiliated companies (or was not eligible to earn such a
bonus) for the whole of each such fiscal year) (the Average Annual
Bonus).  If the Executive was not
eligible to earn such an annual bonus for any fiscal year ending on or before
the Effective Date, then the Average Annual Bonus shall be deemed to equal the
Executive's target annual bonus as in effect immediately prior to the Effective
Date. Each such Annual Bonus
shall be paid no later than two and one-half months after the end of the fiscal
year next following the fiscal year for which the Annual Bonus is awarded.

(iii)          Incentive,
Savings and Retirement Plans.
During the Employment Period, the Executive shall be entitled to
participate in all incentive, savings and retirement plans, practices, policies
and programs applicable generally to other peer executives of Energy Group or
its affiliated companies, but in no event shall such plans, practices, policies
and programs provide the Executive with incentive opportunities (measured with
respect to both regular and special incentive opportunities, to the extent, if
any, that such distinction is applicable), savings opportunities and retirement
benefit opportunities, in each case, less favorable, in the aggregate, than the
most favorable of those provided by Energy Group or its affiliated companies
for the Executive under such plans, practices, policies and programs as in
effect at any time during the 120-day period immediately preceding the
Effective Date or if more favorable to the Executive, those provided generally
at any time after the Effective Date to other peer executives of Energy Group
or its affiliated companies.

(iv)          Welfare
Benefit Plans. During the
Employment Period, the Executive and/or the Executive's family, as the case may
be, shall be eligible for participation in and shall receive all benefits under
welfare benefit plans, practices, policies and programs provided by Energy
Group or its affiliated companies (including, without limitation, medical,
prescription, dental, disability, employee life, group life, accidental death
and travel accident insurance plans and programs) to the extent applicable
generally to other peer executives of Energy Group or its affiliated companies,
but in no event shall such plans, practices, policies and programs provide the
Executive with benefits which are less favorable, in the aggregate, than the
most favorable of such plans, practices, policies and programs in effect for
the Executive at any time during the 120-day period immediately preceding the
Effective Date or, if more favorable to

6

the Executive,
those provided generally at any time after the Effective Date to other peer
executives of Energy Group or its affiliated companies.

(v)          Expenses.
During the Employment Period, the Executive
shall be entitled to receive prompt reimbursement for all reasonable expenses
incurred by the Executive in accordance with the most favorable policies,
practices and procedures of Energy Group or any of its affiliated companies in
effect for the Executive at any time during the 120-day period immediately
preceding the Effective Date or, if more favorable to the Executive, as in
effect generally at any time thereafter with respect to other peer executives
of Energy Group or any of its affiliated companies.

(vi)          Fringe
Benefits. During the Employment
Period, the Executive shall be entitled to fringe benefits, including, without
limitation, use of an automobile and payment of related expenses, in accordance
with the most favorable plans, practices, programs and policies of Energy Group
or any of its affiliated companies in effect for the Executive at any time
during the 120-day period immediately preceding the Effective Date or, if more
favorable to the Executive, as in effect generally at any time thereafter with
respect to other peer executives of Energy Group or any of its affiliated
companies.

(vii)          Vacation.
During the Employment Period, the Executive
shall be entitled to paid vacation in accordance with the most favorable plans,
policies, programs and practices of Energy Group or any of its affiliated
companies as in effect for the Executive at any time during the 120-day period
immediately preceding the Effective Date or, if more favorable to the
Executive, as in effect generally at any time thereafter with respect to other
peer executives of Energy Group or any of its affiliated companies.

(viii)          Certain
Exclusions. In determining the
benefits provided in subclauses (i) through and including (viii) of this
paragraph (b), there shall be excluded from consideration any such benefits
provided by any of the affiliated companies during the measuring periods, if
any, referred to in such subclauses if Energy Group has elected not to enter
into Employment Agreements (of this Type) with executives of such affiliated
companies.

6.         Termination
of Employment.

(a)          Death
or Disability. The Executive's
employment shall terminate automatically upon the Executive's death during the
Employment Period. If Energy Group or
any of its affiliated companies determines in good faith that the Disability of
the Executive has occurred during the Employment Period (pursuant to the
definition of Disability set forth below), it may give to the Executive written
notice in accordance with Section 16(b) of this Agreement of its intention to
terminate the Executive's employment; provided that such notice is provided no
later than 9 months following the Executive's first day of Disability. In such event, the Executive's employment
with Energy Group or any of its affiliated companies shall terminate effective
on the 30th day after receipt of such notice by the Executive (the Disability
Effective Date), provided that, within the 30 days after such receipt, the
Executive shall not have returned to full-time performance of the Executive's
duties. For purposes of this Agreement,
Disability

7

shall mean the
absence of the Executive from the Executive's duties with Energy Group or any
of its affiliated companies on a full-time basis for at least 180 consecutive
business days as a result of any medically determinable physical or mental
impairment resulting in the Executive's inability to perform the duties of his
position or any substantially similar position, where such impairment can be
expected to result in death or can be expected to last for a continuous period
of not less than six months. The determination of Disability shall be made by a
physician selected by Energy Group or its insurers and acceptable to the
Executive or the Executive's legal representative.

(b)          Cause.
The Executive's employment during the Employment
Period may be terminated for Cause. For
purposes of this Agreement, Cause shall mean:

(i)          the
 willful and continued failure of the Executive to perform substantially the
 Executive's duties with Energy Group or any of its affiliated companies
 (other than any such failure resulting from incapacity due to physical or
 mental illness), after a written demand for substantial performance is
 delivered to the Executive by the Board or the Chief Executive Officer of Energy
 Group which specifically identifies the manner in which the Board or Chief
 Executive Officer believes that the Executive has not substantially performed
 the Executive's duties;(ii)          the
 willful engaging by the Executive in illegal conduct or gross misconduct
 which is materially and demonstrably injurious to Energy Group or any of its
 affiliated companies;(iii)          the
 repeated use of alcohol by the Executive that materially interferes with
 Executives duties, use of illegal drugs by the Executive, or a violation by
 the Executive of the drug and/or alcohol policies of Energy Group or any of
 its affiliated companies;(iv)          a
 conviction, guilty plea or plea of nolo
 contendere of the Executive for any crime involving moral
 turpitude or for any felony;(v)          a
 breach by the Executive of his fiduciary duties of loyalty or care to Energy
 Group or any of its affiliated companies or a material violation of the Code
 of Business Conduct and Ethics, or similar policies, of Energy Group or any
 of its affiliated companies; or(vi)          the
 breach by the Executive of the confidentiality provision set forth in Section
 11(a) hereof.For
purposes of this provision, no act or failure to act, on the part of the
Executive, shall be considered willful unless it is done, or omitted to be
done, by the Executive in bad faith or without reasonable belief that the
Executive's action or omission was in the best interests of Energy Group or any
of its affiliated companies. Any act,
or failure to act, based upon authority given pursuant to a resolution duly
adopted by the Board or upon the instructions of the Chief

8

Executive
Officer or a senior officer of Energy Group or any of its affiliated companies
based upon the advice of counsel for Energy Group shall be conclusively
presumed to be done, or omitted to be done, by the Executive in good faith and
in the best interests of Energy Group or any of its affiliated companies.

(c)          Good
Reason. The Executive's employment
may be terminated by the Executive for Good Reason. For purposes of this Agreement, Good Reason shall mean:

(i)          any
 material reduction in the Executive's authority, duties or responsibilities
 that is not permitted by Section 5(a)(i) of this Agreement, without the
 Executive's written consent, excluding for this purpose an action not taken
 in bad faith and which is remedied by Energy Group or any of its affiliated
 companies promptly after receipt of notice thereof given by the Executive;(ii)          any
 failure by Energy Group or any of its affiliated companies to comply with any
 of the provisions of Section 5(b) of this Agreement, other than a failure not
 occurring in bad faith and which is remedied by Energy Group or any of its
 affiliated companies promptly after receipt of notice thereof given by the
 Executive;(iii)          Energy
 Group or any of its affiliated companies requiring the Executive to be based
 at any office or location other than as provided in Section 5(a)(ii) of this
 Agreement;(iv)          any
 purported termination by Energy Group or any of its affiliated companies of
 the Executive's employment otherwise than as expressly permitted by this
 Agreement; or(v)          any
 failure by Energy Group or any of its affiliated companies to comply with and
 satisfy Section 12(c) of this Agreement.For
purposes of this Section 6(c), any claim by the Executive that Good Reason
exists shall be presumed to be correct unless Energy Group establishes by clear
and convincing evidence that Good Reason does not exist.

(d)          Notice
of Termination. Any termination by
Energy Group or any of its affiliated companies for Cause, or by the Executive
for Good Reason, shall be communicated by Notice of Termination to the other
party hereto given in accordance with Section 16(b) of this Agreement. For purposes of this Agreement, a Notice of
Termination means a written notice which (i) indicates the specific
termination provision in this Agreement relied upon, (ii) to the extent
applicable, sets forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination of the Executive's employment under the
provision so indicated and (iii) if the Date of Termination (as defined below)
is other than the date of receipt of such notice, specifies the termination
date (which date shall be not more than thirty days after the giving of such
notice). The failure by the Executive
or Energy Group or any of its affiliated companies to set forth in the Notice
of Termination any fact or circumstance which contributes to a showing of

9

Good Reason or
Cause shall not waive any right of the Executive or Energy Group or any of its
affiliated companies, respectively, hereunder or preclude the Executive or
Energy Group or any of its affiliated companies, respectively, from asserting
such fact or circumstance in enforcing the Executive's or Energy Group's or any
of its affiliated company's rights hereunder.

(e)          Date
of Termination. Date of
Termination means (i) if the Executive's employment is terminated by Energy
Group or any of its affiliated companies for Cause, or by the Executive for
Good Reason, the date of receipt of the Notice of Termination or any later date
specified therein, as the case may be, (ii) if the Executive's employment is
terminated by Energy Group or any of its affiliated companies other than for
Cause or Disability, the Date of Termination shall be the date on which Energy
Group or any of its affiliated companies notifies the Executive of such
termination and (iii) if the Executive's employment is terminated by reason of
death or Disability, the Date of Termination shall be the date of death of the
Executive or the Disability Effective Date, as the case may be. Energy Group and the Executive shall take
all steps necessary (including with regard to any post-termination services by
the Executive) to ensure that any termination described in this Section 6(e)
constitutes a separation from service within the meaning of Section 409A of
the Code, and the date on which such separation from service takes place shall
be the Date of Termination.

7.       Obligations
of Energy Group and its Affiliated Companies upon Termination. (a) Good Reason; Other Than for
Cause, Death or Disability. If,
during the Employment Period, Energy Group or any of its affiliated companies
shall terminate the Executive's employment other than for Cause or Disability
or the Executive shall terminate employment for Good Reason:

(i)          Energy
 Group shall pay, or cause to be paid, to the Executive in a lump sum in cash
 the sum of: (A) the Executive's
 Annual Base Salary through the Date of Termination to the extent not
 theretofore paid, (B) the product of (x) the Average Annual Bonus and (y) a
 fraction, the numerator of which is the number of days in the current fiscal
 year through the Date of Termination, and the denominator of which is 365 and
 (C) any accrued vacation pay, in each case to the extent not theretofore paid
 (the sum of the amounts described in clauses (A), (B), and (C) shall be
 hereinafter referred to as the Accrued Obligations). The amounts described in clause (B) shall
 be paid within the 30-day period commencing on the 60th day following the
 Date of Termination, or such later date set forth in Section 17(a).(ii)          Energy
 Group shall pay, or cause to be paid, to the Executive in twelve (12) equal
 monthly installments the product of (1) the Multiple and (2) the sum of (x)
 the Executive's Annual Base Salary and (y) the Average Annual Bonus. The
 first installment shall commence within the 30 day period commencing on the
 60th day following the Date of Termination, or such later date set forth in
 Section 17(a).(iii)          For
 a number of years after the Executive's Date of Termination equal to the
 Multiple, or such longer period as may be provided by the terms of the
 appropriate plan, program, practice or policy, Energy Group or any of its
 affiliated companies shall continue benefits to the Executive and/or the
 Executive's family at least10

equal to
 those which would have been provided to them in accordance with the plans,
 programs, practices and policies described in Section 5(b)(iv) of this
 Agreement if the Executive's employment had not been terminated or, if more
 favorable to the Executive, as in effect generally at any time thereafter
 with respect to other peer executives of Energy Group or any of its
 affiliated companies and their families, provided, however, that if the
 Executive becomes reemployed with another employer and is eligible to receive
 medical or other welfare benefits under another employer provided plan, the medical
 and other welfare benefits described herein shall be secondary to those
 provided under such other plan during such applicable period of
 eligibility. For purposes of
 determining eligibility (but not the time of commencement of benefits) of the
 Executive for retiree benefits pursuant to such plans, practices, programs
 and policies, the Executive shall be considered to have remained employed
 until the expiration of a number of years after the Date of Termination equal
 to the Multiple and to have retired on the last day of such period. The continued benefits described in this
 Section 7(a)(iii) that are taxable benefits (and that are not disability pay
 or death benefit plans within the meaning of Section 409A of the Code) are
 intended to comply, to the maximum extent possible, with the exception to
 Section 409A of the Code set forth in Section 1.409A-1(b)(9)(v) of the
 Treasury Regulations. To the extent
 that any of those benefits either do not qualify for that exception, or are
 provided beyond the applicable time periods set forth in Section
 1.409A-1(b)(9)(v) of the Treasury Regulations, then they shall be subject to
 the following additional rules: (A) any reimbursement of eligible expenses
 shall be paid within 10 calendar days following Executive's written request
 for reimbursement, or such later date set forth in Section 17(a); provided that the Executive provides
 written notice no later than 15 calendar days prior to the last day of the
 calendar year following the calendar year in which the expense was incurred;
 (B) the amount of expenses eligible for reimbursement, or in-kind benefits
 provided, during any calendar year shall not affect the amount of expenses
 eligible for reimbursement, or in-kind benefits to be provided, during any
 other calendar year; and (C) the right to reimbursement or in-kind benefits
 shall not be subject to liquidation or exchange for another benefit.(iv)          Energy
 Group or any of its affiliated companies shall, at its sole expense as
 incurred, provide the Executive with outplacement services from a recognized
 outplacement service provider, the scope of which shall be selected by the
 Executive in his sole discretion; provided that (i) the cost to Energy Group
 shall not exceed $30,000, and (ii) in no event shall the outplacement
 services be provided beyond the end of the second calendar year after the
 calendar year in which the Date of Termination occurs.(v)          to
 the extent not theretofore paid or provided, Energy Group or any of its
 affiliated companies shall timely pay or provide to the Executive any other
 amounts or benefits required to be paid or provided or which the Executive is
 eligible to receive under any plan, program, policy or practice or contract
 or agreement of Energy Group or any of its affiliated companies (such other
 amounts and benefits shall be hereinafter referred to as the Other
 Benefits).11

Notwithstanding
the foregoing, except with respect to payments and benefits under Sections
7(a)(i)(A), 7(a)(i)(C) and 7(a)(v), all payments and benefits shall cease in
the event Executive breaches any of his obligations under Section 11 hereof.

(b)          Death.
If the Executive's employment is terminated
by reason of the Executive's death during the Employment Period, this Agreement
shall terminate without further obligations to the Executive's legal
representatives under this Agreement, other than for payment of Accrued
Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the
Executive's estate or beneficiary, as applicable, in a lump sum in cash within
30 days of the Date of Termination.
With respect to the provision of Other Benefits, the term Other Benefits
as utilized in this Section 7(b) shall include, without limitation, and the
Executive's estate and/or beneficiaries shall be entitled to receive, benefits
at least equal to the most favorable benefits provided by Energy Group or any
of its affiliated companies to the estates and beneficiaries of peer executives
of Energy Group and any such affiliated companies under such plans, programs,
practices and policies relating to death benefits, if any, as in effect with
respect to other peer executives and their beneficiaries at any time during the
120-day period immediately preceding the Effective Date or, if more favorable
to the Executive's estate and/or the Executive's beneficiaries, as in effect on
the date of the Executive's death with respect to other peer executives of
Energy Group or any of its affiliated companies and their beneficiaries.

(c)          Disability.
If the Executive's employment is terminated
by reason of the Executive's Disability during the Employment Period, this
Agreement shall terminate as of the Disability Effective Date, without further
obligations to the Executive, other than for payment of Accrued Obligations and
the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to the Executive in a lump sum
in cash at the same time as set forth in Section 7(a)(i). With respect to the provision of Other
Benefits, the term Other Benefits as utilized in this Section 7(c) shall
include, and the Executive shall be entitled after the Disability Effective
Date to receive, disability and other benefits at least equal to the most
favorable of those generally provided by Energy Group or any of its affiliated
companies to disabled executives and/or their families in accordance with such
plans, programs, practices and policies relating to disability, if any, as in
effect generally with respect to other peer executives and their families at
any time during the 120-day period immediately preceding the Effective Date or,
if more favorable to the Executive and/or the Executive's family, as in effect
at any time thereafter generally with respect to other peer executives of
Energy Group or any of its affiliated companies and their families.

(d)          Cause;
Other than for Good Reason. If the
Executive's employment shall be terminated for Cause during the Employment
Period, this Agreement shall terminate without further obligations to the
Executive other than the obligation to pay to the Executive (x) his Annual Base
Salary through the Date of Termination, and (y) Other Benefits, in each case to
the extent theretofore unpaid. If the
Executive voluntarily terminates employment during the Employment Period,
excluding a termination for Good Reason, this Agreement shall terminate without
further obligations to the Executive, other than for Accrued Obligations and
the timely payment or provision of Other Benefits. In such case, all Accrued Obligations shall be paid to the
Executive in a lump sum in cash at the same time as set forth in Section
7(a)(i).

12

8.          Non-exclusivity
of Rights. Nothing in this Agreement shall prevent or limit the Executives
continuing or future participation in any plan, program, policy or practice
provided by Energy Group or any of its affiliated companies and for which the
Executive may qualify, nor, subject to Section 16(f), shall anything herein
limit or otherwise affect such rights as the Executive may have under any
contract or agreement with Energy Group or any of its affiliated companies.
Amounts which are vested benefits or which the Executive is otherwise entitled
to receive under any plan, policy, practice or program of or any contract or
agreement with Energy Group or any of its affiliated companies at or subsequent
to the Date of Termination shall be payable in accordance with such plan,
policy, practice or program or contract or agreement except as explicitly
modified by this Agreement.

9.          Full
Settlement.

(a)          Except
as otherwise provided in Section 7(a) hereof, Energy Groups obligation to make
the payments provided for in this Agreement and otherwise to perform its
obligations hereunder shall not be affected by any set-off, counterclaim,
recoupment, defense or other claim, right or action which Energy Group or any
of its affiliated companies may have against the Executive or others. In no
event shall the Executive be obligated to seek other employment or take any
other action by way of mitigation of the amounts payable to the Executive under
any of the provisions of this Agreement and such amounts shall not be reduced
whether or not the Executive obtains other employment.

(b)          Except
as otherwise provided in this Section 9 or Section 11 of this Agreement, Energy
Group agrees to pay as incurred (within 10 calendar days following Energy
Groups receipt of an invoice from the Executive), to the full extent permitted
by law, all legal fees and expenses which the Executive may reasonably incur at
any time from the date of this Agreement through the Executives remaining
lifetime or, if longer, through the 20th anniversary of the date of the Change
of Control, including the legal fees and expenses of any arbitration
proceeding, as a result of any contest (regardless of the outcome thereof) by
Energy Group or any of its affiliated companies, the Executive or others of the
validity or enforceability of, or liability under, any provision of this
Agreement or any guarantee of performance thereof (including as a result of any
contest by the Executive about the amount of any payment pursuant to this
Agreement), plus in each case interest on any delayed payment at the applicable
Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, that
the Executive shall have submitted an invoice for such fees and expenses at
least 15 calendar days before the end of the calendar year next following the
calendar year in which such fees and expenses were incurred. Notwithstanding
the foregoing, Energy Group shall not be obligated to pay any legal fees or
expenses incurred by the Executive in any contest in which the trier of fact
determines that the Executives position was frivolous or maintained in bad
faith. The amount of such legal fees and expenses that Energy Group is obligated
to pay in any given calendar year shall not affect the legal fees and expenses
that Energy Group is obligated to pay in any other calendar year, and the
Executives right to have Energy Group pay such legal fees and expenses may not
be liquidated or exchanged for any other benefit. Energy Groups obligation to
pay Executives eligible legal

13

fees and
expenses under this Section 9(b) shall not be conditioned upon Executives
termination of employment.

10.          Certain
Additional Payments by Energy Group or its Affiliated Companies.

(a)          Anything
in this Agreement to the contrary notwithstanding, in the event it shall be
determined that any payment or distribution by Energy Group or any of its
affiliated companies to or for the benefit of the Executive (whether paid or
payable or distributed or distributable pursuant to the terms of this Agreement
or otherwise) (a Payment) would be subject to the excise tax imposed by
Section 4999 of the Code (the Excise Tax), then, prior to the making of any
Payment to Executive, a calculation shall be made comparing (i) the net
after-tax benefit to Executive of the Payment after payment of the Excise Tax,
to (ii) the net after-tax benefit to Executive if the Payment had been limited
to the extent necessary to avoid being subject to the Excise Tax. If the amount
calculated under clause (i) above is less than the amount calculated under
clause (ii) above, then the Payment shall be limited to the extent necessary to
avoid being subject to the Excise Tax (the Reduced Amount). If a reduction in
Payments is necessary pursuant to the immediately preceding sentence, then the
reduction shall occur in the following order: cash payments; cancellation of
accelerated vesting of performance-based equity awards (based on the reverse
order of the date of grant); cancellation of accelerated vesting of other
equity awards (based on the reverse order of the date of grant); reduction in
retirement benefits under the Supplemental Executive Retirement Plan; and
reduction of welfare benefits.

(b)          All
determinations required to be made under this Section 10, including whether an
Excise Tax would be imposed, the amount of such Excise Tax, the calculation of
the amounts referred to in clauses (i) and (ii) of Section 10(a), whether and
in what amount any Payments are to be reduced pursuant to Section 10(a) and the
assumptions to be utilized in arriving at such determination, shall be made by
a major accounting firm with expertise in such matters designated by the
Executive (the Accounting Firm) which shall provide detailed supporting
calculations both to Energy Group and the Executive within 15 business days of
the receipt of notice from the Executive that there has been a Payment, or such
earlier time as is requested by Energy Group. Any determination by the
Accounting Firm shall be binding upon Energy Group and the Executive. As a
result of the uncertainty in the application of Section 4999 of the Code at the
time of the initial determination by the Accounting Firm hereunder, it is
possible that Payments which the Executive was entitled to, but did not receive
pursuant to Section 10(a), could have been made without the imposition of the
Excise Tax (Underpayment). In such event, upon the Executives request, the
Accounting Firm shall determine the amount of the Underpayment that has
occurred and any such Underpayment shall thereafter be promptly paid, or caused
to be paid, by Energy Group to or for the benefit of the Executive.

(c)          All
fees and expenses of the Accounting Firm for services performed pursuant to
this Section 10 at any time from the date of this Agreement through the
Executives remaining lifetime or, if longer, through the 20th anniversary of
the date of the Change of Control, shall be borne solely by Energy Group.
Energy Group shall pay such fees and expenses not later than the end of the
calendar year following the calendar year in which the related work

14

is performed
or the expenses are incurred by the Accounting Firm, subject to Section 17(a).
The amount of such fees and expenses that Energy Group is obligated to pay in
any given calendar year shall not affect the fees and expenses that Energy
Group is obligated to pay in any other calendar year, and the Executives right
to have Energy Group pay such fees and expenses may not be liquidated or
exchanged for any other benefit.

11.          Restrictive
Covenants.

(a)          The
Executive shall hold in a fiduciary capacity for the benefit of Energy Group or
any of its affiliated companies all secret or confidential information,
knowledge or data relating to Energy Group or any of its affiliated companies,
and their respective businesses, which shall have been obtained by the
Executive during the Executives employment by Energy Group or any of its
affiliated companies and which shall not be or become public knowledge (other
than by acts by the Executive or representatives of the Executive in violation
of this Agreement). The Executive hereby covenants and agrees that during the
Employment Period and thereafter, the Executive shall not, without the prior
written consent of Energy Group, communicate or divulge any such information, knowledge
or data to anyone other than Energy Group and those designated by it.
Notwithstanding the foregoing, the Executive or his representatives may
disclose any such information if such disclosure is compelled by subpoena or
other legal process, provided that if the Executive is so compelled, he shall
provide Energy Group prompt written notice of such subpoena or legal process in
order to permit Energy Group to seek appropriate protective orders. The
Executive agrees to contact Energy Group for written clarification if the
Executive has any question regarding what information, knowledge or data would
be considered by Energy Group to be confidential and subject to this provision.
The Executives obligations under this Section 11(a) are in addition to, and not
in limitation of or preemption of, all other obligations of confidentiality
which the Executive may have to Energy Group or any of its affiliated companies
under general legal or equitable principles, and federal, state or local law.

(b)          The
Executive agrees that for a period of one year after his Date of Termination he
will not, directly or indirectly, induce, attempt to induce, or assist others
in inducing or attempting to induce, any employee of Energy Group or any of its
affiliated companies to terminate such persons employment relationship with
Energy Group or any of its affiliated companies.

(c)          The
Executive agrees that for a number of years after the Executives Date of
Termination equal to the Multiple, he will not engage in any Competition with
Energy Group.

(i)          For
  purposes of this Agreement, Competition with Energy Group means, directly
  or indirectly, entering into the employ of, rendering any service or assistance
  to, acquiring any financial interest in, or otherwise becoming associated in
  any way with a Competitor of Energy Group, whether in the capacity as
  principal, agent, partner, officer, director, employee, consultant,
  contractor, shareholder, or otherwise, without prior written approval by an
  officer of Energy Group. Nothing in this Section 11(c) shall prohibit the
  Executive from being: (A) a shareholder in a mutual fund or a diversified
  investment company or15

(B) a passive
owner of not more than 2% of the outstanding equity securities of any class of
a corporation or other entity which is publicly traded, so long as the
Executive has no active participation in the business of such corporation or
other entity.

(ii)          For
purposes of this Agreement, Competitor of Energy Group means, as of any date,
any person or entity, other than Energy Group or any of its affiliated companies
(and including the Executive if he engages in any such activity), who engages
in any business in which either Griffith Energy Services, Inc. (Griffith) or
SCASCO, Inc. (SCASCO) also engage in counties in which either or both of
Griffith or SCASCO have at least 1,000 customers. As of the date of this
Agreement, Griffith is engaged in the distribution of heating oil, gasoline,
diesel fuel, kerosene and propane, and the installation and maintenance of
heating, ventilating, and air conditioning (HVAC) equipment and has at least
1,000 customers in certain counties located in Virginia, West Virginia,
Maryland, Delaware and the District of Columbia. As of the date of this
Agreement, SCASCO is engaged in the distribution of heating oil, gasoline,
diesel fuel, kerosene and propane, and the installation of electrical services
and HVAC equipment and has at least 1,000 customers in certain counties located
in Connecticut. To the extent that either Griffith or SCASCO expand the nature
or geographic scope of its businesses while the Executive is employed by Energy
Group, the definition Competitor of Energy Group shall also be so expanded.

(d)          The
Executive acknowledges and agrees that any breach or threatened breach of this
Section 11 by him will cause injury to Energy Group and its affiliated
companies for which money damages alone will not provide an adequate remedy;
that if he commits or threatens to commit any such breach, Energy Group or any
of its affiliated companies should have the right to have the provisions of
this Section 11 specifically enforced by any court having jurisdiction. The
Executive agrees that he will not assert in any such enforcement action that
Energy Group or any of its affiliated companies have an adequate remedy in
damages; and that such rights and remedies will be in addition to and not in
lieu of any other rights or remedies available to Energy Group or any of its
affiliated companies at law or in equity. The Executive agrees that if any
court determines that he has breached this Section 11, he shall be liable to
and will pay Energy Group its reasonable legal fees and expenses incurred in
connection with such proceedings, including appeals therefrom, and Energy Group
shall not be obligated to reimburse the Executive for the legal fees and
expenses incurred by the Executive in connection with such proceedings,
including appeals therefrom. In addition, while the duration of the covenants
contained in this Section 11 will be determined generally in accordance with
their terms, if the Executive violates any of these covenants, he agrees to an
extension of such covenant on the same terms and conditions for an additional
period of time equal to the time that elapses from the commencement of such
violation to the later of (i) the termination of such violation or (ii) the
final resolution of any litigation stemming from such violation.

(e)          If
any covenant contained in this Section 11, or any portion of such covenant, is
found by a court of competent jurisdiction to be invalid or unenforceable for
any reason, the Executive hereby authorizes and requests such court to exercise
its discretion to reform such covenant to the end that he will be subject to
covenants that are reasonable under the circumstances and enforceable by Energy
Group or any of its affiliated companies. In any event,
16

if any provision is found to be unenforceable
for any reason, such provision shall remain in force and effect to the maximum
extent allowable, all non-affected provisions shall remain fully valid and
enforceable, and such finding shall in no way affect the subsequent
enforceability of any such provision against a different employee of Energy
Group.

(f)          The
Executive agrees that the promises and obligations made by Energy Group in this
Agreement (specifically including, but not limited to, the payments and
benefits provided for under Section 7(a) hereof (other than payments and
benefits under Sections 7(a)(i)(A), 7(a)(i)(C) and 7(a)(v)) constitute
sufficient consideration for the covenants contained in this Section 11. The
Executive further acknowledges that it is not Energy Groups intention to
interfere in any way with his employment opportunities, except in such
situations where the same conflict with the legitimate business interests of
Energy Group or any of its affiliated companies. The Executive agrees that he
will notify Energy Group in writing if he has, or reasonably should have, any
questions regarding the applicability of this Section 11.

12.          Successors.

(a)          This
Agreement is personal to the Executive and without the prior written consent of
Energy Group shall not be assignable by the Executive otherwise than by will or
the laws of descent and distribution. This Agreement shall inure to the benefit
of and be enforceable by the Executives legal representatives.

(b)          This
Agreement shall inure to the benefit of and be binding upon Energy Group and
its successors and assigns.

(c)          Energy
Group will require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of Energy Group to assume expressly and agree to perform this
Agreement in the same manner and to the same extent that Energy Group would be
required to perform it if no such succession had taken place.

13.          Early
Termination. This agreement shall terminate as of the date Executive
becomes employed by any of the affiliated companies to which Energy Group has
elected not to enter into employment agreements (of this Type) with executives
of such affiliated companies; provided such employment becomes effective prior
to a Change of Control.

14.          Arbitration.
Except as otherwise provided herein, any dispute, controversy or claim between
the parties arising out of or relating to this Agreement (or any subsequent
amendments thereof or waivers thereto) (hereinafter, a Claim or Claims)
shall be submitted to final and binding arbitration. Claims which are subject
to this section include, but are not limited to, the following: (i) claims
relating to this Agreements existence, enforceability, validity,
interpretation, performance or breach, (ii) claims for compensation or
benefits, and (iii) claims of wrongful or discriminatory termination based on
any federal, state or local statute, regulation, ordinance, tort, public
policy, contract or promissory estoppel theory, including any dispute as to the
cause or reason for termination. All Claims submitted to arbitration pursuant
to

17

this Section
14 shall be subject to the National Rules for the Resolution of Employment
Disputes of the American Arbitration Association, effective January 1, 2004,
except as hereinafter provided:

(a)          A
request to arbitrate a Claim must be made within 180 days of the date the Claim
arose;

(b)          Energy
Group shall pay any and all fees and expenses of the arbitrator;

(c)          The
arbitration hearing shall be held in Poughkeepsie, New York, unless the parties
mutually agree to another location;

(d)          Each
party shall exchange documents to be utilized as exhibits in the arbitration
hearing and each party shall be limited to five (5) pre-hearing depositions of
no more than ten hours each, unless the arbitrator orders additional discovery;

(e)          The
arbitrator shall be appointed in accordance with Rule 12 of the
above-referenced Rules of the American Arbitration Association, except that if,
for any reason, an arbitrator cannot be selected by the process described in
Rule 12, subparts (i) through (iii), the American Arbitration Association shall
submit the names of seven (7) additional arbitrators from its roster and the
parties shall select the arbitrator by alternately striking names with the
party requesting arbitration first striking; and

(f)          Either
party shall be entitled to seek and obtain injunctive or other appropriate
equitable relief in any federal or state court having jurisdiction in order to
enforce the arbitration provisions of this Agreement; and Energy Group shall be
entitled to seek and obtain such injunctive or other appropriate equitable
relief in order to prevent (pending arbitration) any breach of the Restrictive
Covenants set forth in Section 11 of this Agreement in any federal or state
court having jurisdiction.

Subject to
paragraph (f) of this Section 14, above, it is the intention of the parties to
avoid litigation in any court of any and all Claims concerning this Agreement,
or otherwise arising from the Executives employment with Energy Group or its
affiliate entities, and that all such claims will be subject to this
arbitration agreement. Neither party shall commence or pursue any litigation on
any claim that is or was the subject of arbitration under this Agreement. Each
party agrees that this agreement to arbitrate, and any award arising out of any
arbitration contemplated by this Agreement, are enforceable under, and subject
to, the Federal Arbitration Act, 11 U.S.C. § I, et seq. Both parties consent that judgment upon any
arbitration award may be entered in any federal or state court having
jurisdiction.

15.          Release.
Notwithstanding anything contained herein to the contrary, Energy Group shall
only be obligated to make the payments or provide any benefit under Section
7(a) hereof (other than payments and benefits under Sections 7(a)(i)(A),
7(a)(i)(C) and 7(a)(v)) if: (a) within the 50-day period after the Date of
Termination, the Executive executes a release, in a form provided by Energy
Group, of all current or future claims, known or unknown, against

18

Energy Group,
its affiliated companies, its officers, directors, shareholders, employees and
agents arising on or before the date of the release, including but not limited
to all claims arising out of the Executives employment with Energy Group or
its affiliated companies or the termination of such employment, and (b) the
Executive does not revoke the release during the seven-day revocation period
prescribed by the Age Discrimination in Employment Act of 1967, as amended, or
any similar revocation period, if applicable. Energy Group shall be obligated
to provide such release to the Executive promptly following the Date of
Termination.

16.          Miscellaneous.

(a)          This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York, without reference to principles of conflict of laws. The
captions of this Agreement are not part of the provisions hereof and shall have
no force or effect. This Agreement may not be amended or modified otherwise
than by a written agreement executed by the parties hereto or their respective
successors and legal representatives.



(b)          All
notices and other communications hereunder shall be in writing and shall be
given by hand delivery to the other party or by registered or certified mail,
return receipt requested, postage prepaid, addressed as follows:


If to the
  Executive:W. Randolph
  Groft
  134 Bond Street 
  Westminster, Maryland 21157If to Energy
  Group:CH Energy
  Group, Inc.
  284 South Avenue
  Poughkeepsie, New York 12601-4879
  Attention: Chief Executive Officeror to such
other address as either party shall have furnished to the other in writing in
accordance herewith. Notice and communications shall be effective when actually
received by the addressee.

(c)          The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement.

(d)          Energy
Group may withhold from any amounts payable under this Agreement such Federal,
state, local or foreign taxes as shall be required to be withheld pursuant to
any applicable law or regulation.

(e)          The
Executives or Energy Groups failure to insist upon strict compliance with any
provision of this Agreement or the failure to assert any right the Executive or
Energy Group may have hereunder, including, without limitation, the right of
the Executive to terminate

19

employment for
Good Reason pursuant to Section 6(c)(i)-(v) of this Agreement, shall not be
deemed to be a waiver of such provision or right or any other provision or
right of this Agreement.

(f)          The
Executive and Energy Group acknowledge that, except as may otherwise be
provided under any other written agreement between the Executive and Energy
Group, or any of its affiliated companies, the employment of the Executive by
Energy Group or any of its affiliated companies is at will and, subject to
Section 2(c) hereof, the Executives employment may be terminated at any time prior to the Effective Date by
either the Executive or Energy Group or any of its affiliated companies, in
which case the Executive shall have no further rights under this Agreement.
From and after the Effective Date, this Agreement shall supersede any other
agreement between the parties with respect to the subject matter hereof.

17.          Compliance
with Section 409A of the Code.

(a)          Notwithstanding
anything contained in this Agreement to the contrary, if the Executive is a
specified employee, as determined under Energy Groups policy for determining
specified employees on the Date of Termination, then to the extent required in
order to comply with Section 409A of the Code, all payments, benefits or
reimbursements paid or provided under this Agreement 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 and that would otherwise be paid or provided during the first six months
following such Date of Termination shall be accumulated through and paid or
provided (together with interest at the applicable federal rate under Section
7872(f)(2)(A) of the Code in effect on the Date of Termination) within 30 days
after the first business day following the six month anniversary of such Date
of Termination (or, if the Executive dies during such six-month period, within
30 days after the Executives death).

(b)          It
is intended that the payments and benefits provided under this Agreement shall
either be exempt from the application of, or comply with, the requirements of
Section 409A of the Code. This Agreement shall be construed, administered, and
governed in a manner that effects such intent, and Energy Group shall not take
any action that would be inconsistent with such intent. Without limiting the
foregoing, the payments and benefits provided under this Agreement 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
Executive. Although Energy Group 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 this Agreement is not
warranted or guaranteed. Neither Energy Group, its affiliates, directors,
officers, employees nor its advisers shall be held liable for any taxes,
interest, penalties or other monetary amounts owed by the Executive or other
taxpayer as a result of the Agreement. Any reference in this Agreement 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

IN WITNESS
WHEREOF, the Executive has
hereunto set the Executives hand and, pursuant to the authorization from its
Board of Directors, Energy Group has caused these presents to be executed in
its name on its behalf, all as of the day and year first above written.

W. Randolph
  GroftCH Energy Group, Inc.BySteven
  V. Lant 
  Chairman of the Board, President and
  Chief Executive Officer