EXHIBIT (10)(iii)24


                         AMENDMENT TO AND RESTATEMENT OF
                    CENTRAL HUDSON GAS & ELECTRIC CORPORATION
                       RETIREMENT BENEFIT RESTORATION PLAN

       WHEREAS,  Central Hudson Gas & Electric  Corporation  ("Central  Hudson")
established,  effective  March,  1992, its Retirement  Benefit  Restoration Plan
which has been amended three times, the last such amendment being by instrument,
executed June 23, 2000 (as so amended, the "Plan"), and

       WHEREAS,  Central Hudson  proposes  further to amend the Plan in order to
provide for the inclusion  therein of certain  officers of Central Hudson Energy
Services, Inc., a subsidiary of CH Energy Group, Inc., the parent corporation of
Central Hudson,  and to make certain other  administrative  changes,  and, as so
amended, to restate the Plan,

       NOW, THEREFORE, Central Hudson hereby amends and, as so amended, restates
the Plan,  effective as of June 22, 2001,  to read as set forth in  Attachment A
hereto.

       Pursuant to  authorization  of the Board of Directors  of Central  Hudson
granted  on August 6, 2001,  I have  executed  this  Amendment  and  Restatement
instrument this 13th day of August, 2001.

                                                       /s/ PAUL J. GANCI
                                              ----------------------------------

                                                         PAUL J. GANCI
                                                   Chairman of the Board and
                                                    Chief Executive Officer
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                                                                    ATTACHMENT A



                    CENTRAL HUDSON GAS & ELECTRIC CORPORATION

                       RETIREMENT BENEFIT RESTORATION PLAN

                    AMENDED AND RESTATED AS OF JUNE 22, 2001
<PAGE>


                    CENTRAL HUDSON GAS & ELECTRIC CORPORATION

                       RETIREMENT BENEFIT RESTORATION PLAN

                    AMENDED AND RESTATED AS OF JUNE 22, 2001


                             ARTICLE I. DEFINITIONS

       1.01   "Act" shall mean the Employee  Retirement  Income  Security Act of
1974 ("ERISA"), as from time to time amended.

       1.02   "Pension  Plan" shall mean the  Retirement  Income Plan of Central
Hudson Gas & Electric Corporation, as from time to time amended.

       1.03   "Code"  shall mean the Internal  Revenue Code of 1986,  as amended
from time to time.

       1.04   "Central   Hudson"  shall  mean  Central  Hudson  Gas  &  Electric
Corporation.

       1.05   "Effective Date" shall mean May 1, 1993.

       1.06   "Maximum  Benefit" shall mean the benefit or benefits to be paid a
Participant under the Pension Plan.

       1.07   "Participant"  shall mean any employee of Central  Hudson,  Energy
Group,  or CH Services  who is an active  Member in the Pension Plan on or after
the  Effective  Date,  whose  pension  benefits  determined  on the basis of the
provisions of the Pension Plan,  without  regard to the  limitations  imposed by
Code Sections  401(a)(17)  and 415,  would exceed the Maximum  Benefit,  and who
holds any of the following officer positions with either Central Hudson,  Energy
Group or CH Services:

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                             CENTRAL HUDSON OFFICERS

              Chairman of the Board and Chief Executive Officer
              President and Chief Operating Officer
              Vice President (including any level thereof)
              Secretary
              Chief Financial Officer
              Treasurer
              Controller
              Assistant Treasurer

                              ENERGY GROUP OFFICERS

              Chairman of the Board and Chief Executive Officer
              President
              Vice President (including any level thereof)
              Secretary
              Chief Financial Officer
              Treasurer
              Controller
              Assistant Treasurer

                              CH SERVICES OFFICERS

              Chairman of the Board and Chief Executive Officer
              President and Chief Operating Officer
              Vice President (including any level thereof)
              Secretary
              Chief Financial Officer
              Treasurer
              Controller
              Assistant Treasurer

       1.08   "Plan"   shall  mean  the  Central   Hudson   Retirement   Benefit
Restoration  Plan, as from time to time amended,  which shall be an unfunded and
uninsured  pension  benefit  plan  for a  select  group  of  highly  compensated
management employees of Central Hudson, Energy Group or CH Services.

       1.09   "Unrestricted  Benefit"  shall mean  whichever of the following is
applicable:  (i) the monthly  retirement  income  benefit under the Pension Plan
("Retirement  Income  Benefit")  and (ii) the  benefit  under  the Cash  Balance
Account ("Cash Balance  Benefit") of the Pension Plan, all

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determined  under the Pension Plan without regard to the limitations  imposed by
Code Sections 401(a)(17) and 415.

       1.10   "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 any  corporation  controlled by Energy Group 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 1.10; or

              (b)    Individuals  who, as of December 15, 1999,  constitute  the
Board of Directors of Energy Group (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

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              (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  subsidiaries)  in  substantially  the same proportions as their ownership,
immediately prior to such Business  Combination of the Outstanding  Energy Group
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.

       1.11   "Employment  Agreement" shall mean a Change of Control  Employment
Agreement between a Participant and Energy Group.

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       1.12   "Energy  Group"  shall  mean CH Energy  Group,  Inc.,  the  parent
corporation of Central Hudson.

       1.13   "CH Services" shall mean Central Hudson Energy Services, Inc.

                              ARTICLE II. BENEFITS

       2.01   "Benefit":  Upon the applicable  Retirement Date (as defined under
the Pension Plan) of a Participant,  such Participant shall be entitled to (i) a
Retirement  Income  Benefit and, if  applicable,  (ii) a Cash  Balance  Benefit,
equal,  in each  case,  in amount to his or her  Unrestricted  Benefit  less the
Maximum Benefit.

       2.02   "Spouse's  Pension  Benefit":  Subject to Section 2.03 below, upon
the death of a  Participant  whose spouse is eligible  for an annuity  under the
Pension  Plan,  the  Participant's  surviving  spouse shall be entitled to (i) a
monthly  benefit equal to the surviving  spouse benefit  annually  determined in
accordance  with the  provisions  of the  Pension  Plan  without  regard  to any
limitations  imposed by the Code Sections  401(a)(17)  and 415, less the related
Maximum  Benefit  to which such  spouse is  entitled  and (ii) any Cash  Balance
Benefit determined in accordance with the provisions of the Pension Plan without
regard to any limitations  imposed by Code Sections 401(a)(17) and 415, less the
related  Maximum Benefit to which such spouse is entitled and less any amount of
the Cash Balance Benefit previously paid to the Participant.

       2.03   "Forms of Benefit  Payment":  A retirement  benefit  payable under
this Article II shall be paid at such time or times in such form and in the same
manner as the benefit  payable  under the Pension  Plan,  except a Cash  Balance
Benefit shall be paid in lump sum form only.

       2.04   "Change-of-Control  Benefit":  Notwithstanding any other provision
of the Plan, if a  Participant's  employment is terminated  under  circumstances
entitling him or her to severance pay or benefits under an Employment  Agreement
that becomes effective as a result of the Change of Control, the amount (but not
the time for payment) of the  Unrestricted  Benefit  shall be computed as if the
Participant's  employment  had  continued  for a number  of  years  equal to the
Multiple (as defined in such Employment  Agreement),  with compensation equal to
the

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compensation required by the Employment  Agreement,  and as if the Participant's
accrued benefits were fully vested even if they are not then fully vested.

                     ARTICLE III. ADMINISTRATION OF THE PLAN

       3.01   "Administrator": The Plan shall be administered by Central Hudson,
which shall have the authority to interpret the Plan and issue such  proceedings
as  it  deems   appropriate.   The   Administrator   shall  have  the  duty  and
responsibility  of maintaining  records,  making the requisite  calculations and
disbursing  the  payments  hereunder.   The   Administrator's   interpretations,
determinations,  regulations and calculations  shall be final and binding on all
persons and parties concerned.

       3.02   "Amendment  and  Termination":  The  Administrator  may  amend  or
terminate the Plan at any time,  provided,  however,  that no such  amendment or
termination  shall deprive any  Participant  or  beneficiary  of the benefits to
which such Participant is entitled, under Section 2.01 hereof, as of the date of
such amendment or  termination  unless the  Participant  or beneficiary  becomes
entitled  to an amount  equal to such  benefit  under  another  plan or practice
adopted  by Central  Hudson.  Notwithstanding  the  foregoing,  for three  years
following  a  Change-of-Control:  (a) the Plan may not be  amended in any manner
adverse to any individual who is a Participant  in the Plan  immediately  before
the  Change-of-Control  (a  "Protected  Participant"),  or  a  beneficiary  of a
Protected  Participant;  and (b) the Plan may not be terminated  with respect to
Protected Participants and their beneficiaries.

       3.03   "Payments":  Central  Hudson will pay all benefits  arising  under
this Plan and all costs, charges and expenses relating thereto.

       3.04   "Non-assignability of Benefits":  Except as otherwise permitted or
required by law, the benefits  payable  hereunder or the right to receive future
benefits under the Plan may not be anticipated,  alienated, pledged, encumbered,
or  subjected to any charge or legal  process,  and if any attempt is made to do
so, or a person eligible for any benefits becomes  bankrupt,  the interest under
the Plan of the person affected may be terminated by the Administrator which, in
its sole

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discretion,  may cause the same to be held or applied  for the benefit of one or
more of the  dependents  of such  person or make any other  disposition  of such
benefits that it deems appropriate.

       3.05   "Status  of Plan":  The  benefits  under  this  Plan  shall not be
funded, but shall constitute liabilities of Central Hudson payable when due.

       3.06   "Nonguarantee of Employment": Nothing contained in this Plan shall
be  construed  as a  contract  of  employment  between  Central  Hudson  and any
Participant,  or as a right of any  Participant to be continued in employment of
Central  Hudson,  or as a limitation on the right of Central Hudson to discharge
any of its employees, with or without cause.

       3.07   "Applicable  Law": All questions  pertaining to the  construction,
validity and effect of the Plan shall be determined in accordance  with the laws
of the United States and to the extent not  pre-empted by such laws, by the laws
of the State of New York.

       3.08   "Inclusion  of Energy  Group and CH Services  Participants":  This
Plan shall only apply to Energy Group and CH Services Participants if adopted by
each of the respective Boards of Directors of each corporation.