Exhibit (10)(iii)33 FORM OF AMENDED AND RESTATED
EMPLOYMENT AGREEMENT AGREEMENT
by and between CH Energy Group Inc. (Energy Group), a New York corporation,
and Tier I 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 1   terminated
prior to the date on which the Change of Control occurs, and if it is
reasonably 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) three if the Executives Date of Termination (as
defined herein) occurs on or prior to the first anniversary of the Effective
Date, (ii) two 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, and (iii) one
if the Executives Date of Termination occurs after the second anniversary of
the Effective Date but on or prior to the third 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

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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 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

3

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 the Effective Date and ending on the third 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

4

be reviewed no
more than 12 months after the last salary increase awarded to the Executive
prior 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

5

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

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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

7

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. The
cessation of employment of the Executive shall not be deemed to be for Cause
unless and until there shall have been delivered to the Executive a copy of a
resolution duly adopted by the affirmative vote of not less than three-quarters
of the entire membership of the Board at a meeting of the Board called and held
for such purpose (after reasonable notice is provided to the Executive and the
Executive is given an opportunity, together with counsel, to be heard before
the Board), finding that, in the good faith opinion of the Board, the Executive
is guilty of the conduct described in subparagraph (i) through and including
(vi) above, and specifying the particulars thereof in detail.

(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

8

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 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 first9

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 least 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.10

(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).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

11

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).

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

12

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 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.

13

(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 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 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

14

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.

(d)          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, 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.

(e)          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.

15

(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 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

16

(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 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:

17

If to the
 Executive:Carl E.
 Meyer5 Charles
 LaneRhinebeck,
 NY 12572If to Energy
 Group:CH Energy
 Group, Inc.284 South
 AvenuePoughkeepsie,
 New York 12601-4879Attention:
 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 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

18

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.

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.

Carl
 E. MeyerCH Energy Group, Inc.BySteven V.
LantChairman of the
Board andChief Executive
Officer19