Exhibit (10)(iii)41 Copy to: S. V.
Lant December 31,
2007 To:T. C. Brocks
 J. P.
 LovetteC. M. Capone
 C. E. MeyerD. S. Doyle
 M. L. MosherC. A. Freni
 S. RennerW. R. Groft
 D. D.
 VanBurenP. E.
 Haering
 K. Wright From: J. J.
DeVirgilio, Jr. Re: LTIP Agreement Amendment The attached
notice of amendment provides you with the details associated with bringing the
2005, 2006 and 2007 Agreements into compliance with IRS Section 409A
regulations. If you have any questions, please see Tom Brocks or me.   NOTICE
OF AMENDMENT TO 
2005, 2006 and 2007 PERFORMANCE SHARES AGREEMENTS 
TO COMPLY WITH SECTION 409A

December
21, 2007

Why am I receiving
this Notice?

You are
receiving this Notice of Amendment because our records indicate that you have
been granted one or more of the performance share awards granted in 2005, 2006
and 2007 (each an Award) under the long-term incentive plans of CH Energy
Group. Due to changes in the tax laws, we are required to make relatively minor
amendments to these equity awards. These amendments are described on Exhibit A.
If we do not make these changes, you could be subject to immediate taxation
upon vesting (rather than upon payment) of your Awards, and you could be
subject to interest and a 20% penalty tax.

These
amendments generally are technical in nature and affect the timing, but not the
amount, of compensation that could be received under the Awards.

Do I need to take any
action?

Generally, no. If you agree to the amendments,
there is no need for you to do anything except read this notice and keep a copy
for your files. In other words, your failure to object by providing notice to
CH Energy Group will be treated as your consent to the amendments.

If you do not
consent to the amendments, you must notify CH Energy Group by filing a written
objection, no later than December 31, 2007, with Tom Brocks. If you do not
consent to the amendments, CH Energy Group will be required by law to notify
the IRS, on a Form W-2, that your awards do not comply with the new tax laws.
The Company also will be required to withhold income tax on vesting (even if
the Awards are not paid at that time), and you will be personally responsible
for the payment of interest and a 20% penalty tax.

Where can I get
additional information?

You may obtain
additional information by calling Tom Brocks at 845.486.5300.

We appreciate
your cooperation and thank you for your continued support.

2

EXHIBIT
A
AMENDMENTS

Effective as
of December 31, 2007, your Awards shall be amended as set forth below.

Current Provision
 
 Amended ProvisionIn General.
 Performance shares (and related dividend equivalents attributable to the
 performance shares granted in 2005) are paid no later than March 15
 immediately following the end of the performance period.
 
 Payment will
 be made at any time during the calendar year immediately following the end of
 the performance period.Retirement
 or Death. Upon retirement or death during a
 performance period, you (or your estate) are entitled to a prorated amount of
 the performance shares based on performance through the fiscal quarters
 completed prior to retirement. Payment generally occurs within 30 days
 following retirement.
 
 The vesting
 provision remains the same. However, payment will occur only if your
 retirement constitutes a separation from service within the meaning of
 Section 409A of the Code. In general, payment will be made within 90 days
 following your separation from service due to retirement. 
 If your retirement does not constitute a separation from service, then
 payment will be made within 90 days after the earlier of (i) the date that
 you incur a separation from service, (ii) a change in the ownership or
 effective control or a change in the ownership of a substantial portion of
 the assets of the Company within the meaning of Section 409A of the Code, or
 (iii) the commencement of the calendar year immediately following the end of
 the performance period.3

Current Provision
 
 Amended ProvisionChange in
 Control. Upon a change in control, as defined in
 the equity plan, you will be entitled to receive performance shares based on
 performance through the fiscal quarters completed prior to the change in
 control. Payment generally occurs within 30 days following the change in
 control.
 
 The vesting
 provision remains the same. However, payment will occur only if the change
 in control also constitutes a change in the ownership or effective control
 or a change in the ownership of a substantial portion of the assets of the
 Company within the meaning of Section 409A of the Code (a Section 409A
 Change in Control). In general, payment will be made within 90 days
 following the change in control. 
 If the change in control does not constitute a Section 409A Change in
 Control, then payment will be made within 90 days after the earlier of (i)
 the date that you incur a separation from service, (ii) a Section 409A Change
 in Control, or (iii) the commencement of the calendar year immediately
 following the end of the performance period.Withholding.
 You may tender cash to pay the applicable tax withholding. If you do not timely
 tender sufficient cash, then CH Energy Group may reduce the number of shares
 otherwise deliverable to satisfy the tax withholding.
 
 You will no
 longer have the option to tender cash to satisfy the applicable tax
 withholding. Instead, CH Energy Group will automatically reduce the number of
 shares otherwise deliverable to satisfy the tax withholding. If you elect to
 defer payment of the performance shares under the Directors and Executives
 Deferred Compensation Plan, then the applicable withholding taxes will be
 deducted from other cash compensation.Six Month
 Delay. N/A
 
 If payments
 trigger upon a separation from service, and you are a specified employee at
 that time (determined under the Companys policy for identifying specified
 employees), then payment will instead be made within 90 days after the six
 month anniversary of your separation from service (or, if you die during that
 6-month period, within 90 days after your death). A specified employee
 generally includes our top 50-paid officers.4

This Notice
has been written in a manner that is intended to apply to a number of Awards
that contain similar, but not necessarily identical, terms; accordingly, to the
extent any provision contained in this Notice otherwise would amend an award to
add a provision already contained in the Award, such portion of the Notice
shall be disregarded with respect to such Award.

It is intended
that this Notice shall cause the Awards to either be exempt from, or comply
with, the provisions of Section 409A of the Code, and the applicable guidance
thereunder. This Notice shall be construed, administered, and governed in a
manner that effects such intent, and this Notice shall not be effective to the
extent that it would cause any amount to become taxable under Section 409A of the
Code. Accordingly, the Award holder consents to such additional amendments to
the Award as CH Energy Group may reasonably make in furtherance of such
intention.

CH ENERGY
 GROUP, INC.By: /s/
 Steven V. LantSteven V.
 Lant,Chairman, President and Chief
Executive Officer of CH Energy Group, Inc.5