Exhibit 3(vi) As approved
and adopted by the Board of Directors on September 26, 2003, to be effective
July 16, 2003 B Y - L A W S OF CENTRAL HUDSON GAS & ELECTRIC CORPORATION   As approved and adopted by the Board of
Directors on September 26, 2003, to be effective July 16, 2003

TABLE OF CONTENTS

BY-LAWS OF

CENTRAL HUDSON GAS & ELECTRIC CORPORATION

PageARTICLE I.

MEETING OF SHAREHOLDERS
1Section 1.

Place
 of Meeting
1Section 2.

Annual
 Meeting
1Section 3.

Special
 Meeting
1Section 4.

Notice
 of Meetings
1Section 5.

Quorum
2Section 6.

Inspectors
2Section 7.

Adjournment
 of Meetings
2Section 8.

Voting
3Section 9.

Record
 Date
3ARTICLE II.

BOARD OF DIRECTORS
3Section 1.

Number
 and Qualifications
3Section 2.

Election
 of Directors
4Section 3.

Term
 of Office
4Section 4.

Resignation
 and Removal
4Section 5.

Newly
 Created Directorships and Vacancies
4Section 6.

Election
 of Directors by Holders of Preferred Stock
4Section 7.

Regular
 Meetings
6Section 8.

Special
 Meetings
6Section 9.

Notice
 and Place of Meetings
6Section 10.

Business
 Transacted at Meetings
6Section 11.

Quorum
 and Manner of Acting
6Section 12.

Compensation
7Section 13.

Indemnification
 of Officers and Directors
7Section 14.

Committees
 of the Board
9ARTICLE III.

EXECUTIVE COMMITTEE
9Section 1.

How
 Constituted and Powers
9Section 2.

Removal
 and Resignation
9- 2 -

PageSection 3.

Filling
 of Vacancies
10Section 4.

Quorum
10Section 5.

Record
 of Proceedings, etc.
10Section 6.

Organization,
 Meetings, etc.
10Section 7.

Compensation
 of Members
10ARTICLE IV.

OFFICERS
11Section 1.

Election
11Section 2.

Removal
11Section 3.

Resignation
 of Officers
11Section 4.

Filling
 of Vacancies
12Section 5.

Compensation
12Section 6.

Chairman
 of the Board
12Section 7.

Chief
 Executive Officer
12Section 8.

President
 and Chief Operating Officer
12Section 9.

Vice
 Presidents
13Section 10.

Treasurer
13Section 11.

Controller
13Section 12.

Secretary
14Section 13.

Other
 Officers
14ARTICLE V.

CONTRACTS, LOANS, BANK ACCOUNTS, ETC.
15Section 1.

Contracts,
 etc., How Executed
15Section 2.

Loans
15Section 3.

Checks,
 Drafts, etc.
15Section 4.

Deposits
16Section 5.

General
 and Special Bank Accounts
16ARTICLE VI.

CAPITAL STOCK
16Section 1.

Issue
 of Certificates of Stock
16Section 2.

Transfer
 of Stock
16Section 3.

Lost,
 Destroyed and Mutilated Certificates
17- 3 -

PageARTICLE VII.

DIVIDENDS, SURPLUS, ETC.
17Section 1.

General
 Discretion of Directors
17ARTICLE VIII.

MISCELLANEOUS PROVISIONS
17Section 1.

Fiscal
 Year
17Section 2.

Waiver
 of Notice
18Section 3.

Notices
18Section 4.

Examination
 of Books
18Section 5.

Gender
18ARTICLE IX.

AMENDMENTS
19Section 1.

Amendment
 by Directors
19Section 2.

Amendment
 by Shareholders
19As approved and adopted by the Board of Directors on September 26,
 2003, to be effective July 16, 2003B Y - L A W SOFCENTRAL HUDSON GAS
 & ELECTRIC CORPORATIONARTICLE I.MEETINGS OF SHAREHOLDERSSECTION 1. Place
of Meeting.

All
meetings of the shareholders shall be held at the principal office of the
Corporation in the City of Poughkeepsie, County of Dutchess, State of New York,
or at such other place or places in the State of New York as may from time to
time be fixed by the Board of Directors.

SECTION 2. Annual
Meeting.

The
annual meeting of the shareholders, for the election of directors and the
transaction of such other business as may brought before the meeting, shall be
held each year at such date and time of day as the directors may determine.

SECTION 3. Special
Meetings.

Special
meetings of the shareholders may be called by (i) all of the Board of Directors
or (ii) by the Chairman of the Board and one other director of the Corporation
or, (iii) in the absence, unavailability, or inability to act of the Chairman
of the Board, by the Chief Executive Officer and one other director of the
Corporation or by the President and Chief Operating Officer and one other
director of the Corporation, or (iv) by shareholders together holding at least
one-third of the capital stock of the Corporation entitled to vote or act with
respect thereto upon the business to be brought before such meeting.

SECTION 4. Notice
of Meetings.

Notice
of any annual or special meeting of the shareholders shall be in writing and
shall be signed by the Chairman of the Board or the Chief Executive Officer or
the President and Chief Operating Officer or the Secretary or an Assistant
Secretary. Such notice shall state the purpose or purposes for which the
meeting is called and shall state the place, date and hour of the meeting and,
unless it is the annual meeting, indicate that it is being issued by or at the
direction of the person or persons calling the meeting. A copy of the notice of
any meeting shall be given, personally or by first-class mail, not fewer than

- 2 -

ten (10) nor
more than sixty (60) days before the date of the meeting to each shareholder
entitled to vote at such meeting. If mailed, such notice is given when
deposited in the United States mail, with postage thereon prepaid, directed to
the shareholder at his address as it appears on the record of shareholders or,
if he shall have filed with the Secretary a written request that notices to him
be mailed to some other address, then directed to him at such other address. An
affidavit of the Secretary or other person giving the notice or of a transfer
agent of the Corporation that the notice required by this section has been
given shall be supplied at the meeting to which it relates.

SECTION 5. Quorum.

Except
as otherwise provided by statute, the holders of a majority of the shares
entitled to vote at a meeting shall constitute a quorum at a meeting of
shareholders for the transaction of any business, provided that when a
specified item of business is required to be voted on by a class or series,
voting as a class, the holders of a majority of the shares of such class or
series shall constitute a quorum for the transaction of such specified item of
business.

SECTION 6. Inspectors.

The
person presiding at a meeting of shareholders may, and on the request of any
shareholder entitled to vote at such meeting shall, appoint one (1) or more
inspectors. Each inspector, before entering upon the discharge of his duties,
shall take and sign an oath to faithfully execute the duties of inspector at
such meeting with strict impartiality and according to the best of his ability.
The inspector or inspectors shall determine the number of shares outstanding
and the voting power of each, the shares represented at the meeting, the
existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots or consents, hear and determine questions arising in connection
with the right to vote, count and tabulate all votes, ballots or consents,
determine the result, and do such acts as are proper to conduct the election or
vote with fairness to all shareholders. The inspector or inspectors shall make
a report in writing of any matter determined by him or them and execute a
certificate of any fact found by him or them.

SECTION 7. Adjournment
of Meetings.

Any meeting of
shareholders may be adjourned by a majority vote of the shareholders present or
represented by proxy despite the absence of a quorum. When a meeting of
shareholders is adjourned to another time or place, it shall not be necessary
to give any notice of the adjourned meeting if the time and place to which the
meeting is adjourned are announced at the meeting at which the adjournment is
taken, and at the adjourned meeting at which a quorum shall be present, any
business may be transacted and any corporate action may be taken, which might
have been transacted or taken if the meeting had been held as originally
called.

- 3 -

SECTION 8. Voting.

Every
shareholder of record shall be entitled at every meeting of shareholders to one
vote for every share of stock standing in his name on the record of
shareholders of the Corporation unless otherwise provided in the Certificate of
Incorporation and except as provided in Section 9 of this Article I. Every
shareholder entitled to vote at a meeting of shareholders may authorize another
person or persons to act for him by proxy. No proxy shall be valid after the
expiration of eleven (11) months from the date thereof unless otherwise
provided in the proxy. A list of shareholders as of the record date certified
by the officer responsible for its preparation or by a transfer agent shall be
available at every meeting of shareholders and shall be produced upon the
request of any shareholder, and all persons who appear from such list to be
shareholders entitled to vote at the meeting may vote at such meeting.

SECTION 9. Record
Date.

For
the purpose of determining the shareholders entitled to notice of or to vote at
any meeting of shareholders or any adjournment thereof, or to consent to or
dissent from any proposal without a meeting, or for the purpose of determining
shareholders entitled to receive payment of any dividend or the allotment of
any rights, or for the purpose of any other action, the Board of Directors may
fix, in advance, a date as the record date for any such determination of
shareholders. Such date shall not be more than sixty (60) nor less than ten
(10) days before the day of such meeting, nor more than sixty (60) days prior
to any other action.

ARTICLE II.

BOARD OF DIRECTORS

SECTION 1. Number
and Qualifications.

The
number of directors constituting the entire Board shall be not less than three
(3) nor more than ten (10). The number of directors may be increased or
decreased by amendment of these by-laws adopted by vote of a majority of the
entire Board of Directors.

Each
director shall be at least eighteen (18) years of age. No person who has reached
age seventy-two (72) shall stand for election as a director.

- 4 -

SECTION 2. Election
of Directors.

Except
as otherwise required by law or by the Certificate of Incorporation and except
as hereinafter otherwise provided by Sections 5 and 6 of this Article II,
directors shall be elected by a plurality of the votes cast at the annual
meeting of shareholders by the holders of shares entitled to vote at such
meeting and shall hold office until the next annual meeting of shareholders.

SECTION 3. Term
of Office.

Each
director shall, except as hereinafter provided in Section 4 and in Section 6 of
this Article II, hold office until the expiration of the term for which he is
elected and until his successor has been elected and qualified.

SECTION 4. Resignation
and Removal.

Any
director may resign at any time. Such resignation shall be made in writing and
shall take effect at the time specified therein, or if no time be specified, at
the time of its receipt by the Chairman of the Board or the Secretary. The
acceptance of a resignation shall not be necessary to make it effective unless
so specified therein. Any director may at any time, with or without cause, be
removed by vote of the shareholders at a special meeting called for that
purpose. When, however, pursuant to the provisions of the Certificate of
Incorporation, the holders of the shares of any class or series, voting as a
class, have the right to elect one (1) or more directors, such director or
directors so elected may be removed only by a vote of the holders of the shares
of that class or series, voting as a class.

SECTION 5. Newly
Created Directorships and Vacancies.

Newly
created directorships resulting from an increase in the number of directors and
vacancies occurring on the Board for any reason, except the removal of
directors without cause, and except as provided for in Section 6 of this
Article II, may be filled by vote of a majority of the directors then in
office, although less than a quorum may exist. A vacancy occurring on the Board
by reason of the removal of a director without cause may be filled only by vote
of the shareholders, subject to the provisions of said Section 6. A director
elected to fill a vacancy shall be elected to hold office for the unexpired
term of his predecessor, and until his successor is elected and qualified.

SECTION 6. Election
of Directors by Holders of Preferred Stock.

Anything in
these by-laws to the contrary notwithstanding, in case dividends on any series
of the serial preferred stock of the Corporation at the rate or rates
prescribed for such series shall not have been paid in full for periods
aggregating one (1) year or more,

- 5 -

than, and
until full cumulative dividends thereon shall have been paid, the holders of
each such series shall have the right, together with holders of all other
serial preferred stock in respect to which the same right shall be conferred,
to elect a majority of the members of the Board of Directors. Whenever the
holders of any series of serial preferred stock shall become so entitled,
either separately or together with the holders of other serial preferred stock
as aforesaid, to elect a majority of the members of the Board of Directors, and
upon the written request of the holders of record of at least five percent (5%)
of the total number of shares of serial preferred stock then outstanding and
entitled to such right of election, addressed to the Secretary, a special
meeting of the holders of serial preferred stock entitled to such right of
election and the holders of common stock shall be called for the purpose of
electing directors. At such meeting the holders of serial preferred stock and
the holders of common stock shall vote separately, and the holders of serial
preferred stock present in person or by proxy at such meeting shall be entitled
to elect, by a plurality of votes cast by them, a majority of the members of
the Board of Directors, and the holders of common stock present in person or by
proxy shall be entitled to elect, by a plurality of votes cast by them, the
remainder of the Board of Directors. The persons so elected as directors shall
thereupon constitute the Board of Directors, and the terms of office of the
previous directors shall thereupon terminate. The term a majority of the
members of the Board of Directors as herein used shall mean one (1) more than
one half of the total number of directors provided for by these by-laws,
regardless of the number then in office, and in case one half of such number
shall not be a whole number, such one half shall be the next smaller whole
number. In the event of any vacancy on the Board of Directors among the
directors elected by the holders of serial preferred stock, such vacancy may be
filled by the other directors elected by them, and if not so filled may be
filled by the holders of serial preferred stock entitled to the right of
election as aforesaid at a special meeting of the holders of said stock called
for that purpose, and such a meeting shall be called upon the written request
of at least five percent (5%) of the total number of shares of serial preferred
stock then outstanding and entitled to such right of election. If and when,
however, full cumulative dividends upon any series of the serial preferred
stock shall at any subsequent time be paid, then and thereupon such power of
the holders of such series of serial preferred stock to vote in the election of
a majority of the members of the Board of Directors shall cease; subject,
however, to being again revived at any subsequent time if there shall again be
default in payment of dividends upon such series of serial preferred stock for
periods aggregating one (1) year or more as aforesaid. Whenever such power of
the holders of all series of serial preferred stock to vote shall cease, the
proper officer of the Corporation may and upon the written request of the
holders of record of five percent (5%) of the total number of shares of common
stock then outstanding shall call a special meeting of the holders of common
stock for the purpose of electing directors. At any meeting so called, the
holders of a majority of the common stock then outstanding, present in person
or by proxy, shall be entitled to elect, by a plurality of votes, new
directors. The persons so elected as directors shall thereupon constitute the
Board of Directors, and the terms of office of the previous directors shall
thereupon terminate.

- 6 -

SECTION 7. Annual
Meeting and Regular Meetings.

The
directors shall hold an annual meeting of the Board of Directors for the
election of officers as soon as practicable after the adjournment of the annual
meeting of shareholders, and, in addition, regular meetings of the directors
shall be held at such times as the Board of Directors may determine. No notice
of the annual meeting of the Board of Directors shall be required if held
immediately after the annual meeting of shareholders and if a quorum is
present.

SECTION 8. Special
Meetings.

Special
meetings of the Board of Directors may be called by (i) the Chairman of the
Board or (ii) in the absence, unavailability, or inability to act of the
Chairman of the Board, by the Chief Executive Officer and one director of the
Corporation or by the President and Chief Operating Officer and one director of
the Corporation, or (iii) by any two (2) directors at any time upon the written
request of the Secretary on behalf of the two (2) directors.

SECTION 9. Notice
and Place of Meetings.

Regular
meetings of the Board of Directors shall be held at such place or places either
within or without the State of New York as the Board of Directors may from time
to time determine. Special meetings of the Board of Directors shall be held at
such place or places either within or without the State of New York as may be specified
in the respective notices of such meetings. Except as provided in Section 7 of
this Article II, notice of any regular or special meeting of the Board of
Directors shall be mailed to each director addressed to him at his residence or
usual place of business at least two (2) days before the day on which such
meeting is to be held, or shall be sent to him at such place by telegraph, or
be delivered personally or by telephone, not later than the day before the day
on which such meeting is to be held.

SECTION 10. Business
Transacted at Meetings.

Any
business may be transacted and any corporate action taken at any regular or
special meeting of the Board of Directors whether stated in the notice of the
meeting or not.

SECTION 11. Quorum
and Manner of Acting.

A
majority of the directors in office at the time of any meeting of the Board of
Directors shall constitute a quorum and, except as by law otherwise provided,
an act of a majority of the directors present at any such meeting, at which a
quorum is present, shall be an act of the Board of Directors. In the event it
is necessary to obtain a quorum, at the discretion of the presiding director,
any one (1) or more directors may be present and participate in a meeting of
the Board of Directors by means of a conference telephone or

- 7 -

similar
communications equipment allowing all persons participating in the meeting to
hear each other at the same time. Participation by such means shall constitute
presence in person at such meeting. In the absence of a quorum, the directors
present may adjourn the meeting from time to time until a quorum be had. Notice
of any adjourned meeting need not be given other than by announcement at the
meeting. The directors shall act only as a Board of Directors and individual
directors shall have no power as such.

SECTION 12. Compensation.

The
compensation of the directors, other than employees of the Corporation, for
services as directors and as members of committees of the Board of Directors shall
be as fixed by the Board of Directors from time to time. Such directors shall
also be reimbursed for expenses incurred in attending meetings of the Board of
Directors and/or committees thereof.

SECTION 13. Indemnification
of Officers and Directors.

A.
General Applicability

Except
to the extent expressly prohibited by the New York Business Corporation Law,
the Corporation shall indemnify each person made, or threatened to be made, a
party to or involved in any action, suit or proceeding, whether criminal or
civil, administrative or investigative by reason of the fact that such person
or such persons testator or intestate is or was a director or officer of the
Corporation, against judgments, fines, penalties, amounts paid in settlement
and reasonable expenses, including attorneys fees and expenses, reasonably
incurred in enforcing such persons right to indemnification, incurred in
connection with such action or proceeding, or any appeal therein, provided that
no such indemnification shall be made if a judgment or other final adjudication
adverse to such person establishes that such persons acts were committed in
bad faith or were the result of active and deliberate dishonesty and were
material to the cause of action so adjudicated, or that such person personally
gained in fact a financial profit or other advantage to which such person was
not legally entitled, and provided further that no such indemnification shall
be required with respect to any settlement or other nonadjudicated disposition
of any threatened or pending action or proceeding unless the Corporation has
given its prior consent to such settlement or other disposition.

B.
Scope of Indemnification

The
Corporation promptly shall advance or reimburse upon request, after receipt by
the Corporation of a statement or statements from the claimant requesting such
advance or advances of reimbursements, to any person entitled to
indemnification hereunder all reasonable expenses, including attorneys fees and
expenses, reasonably incurred in defending any action or proceeding in advance
of the final disposition thereof upon receipt of an undertaking by or on behalf
of such person to repay such amount if such person is ultimately found not to
be entitled to indemnification or, where indemnification is granted, to

- 8 -

the extent the
expenses so advanced or reimbursed exceed the amount to which such person is
entitled; provided, however, that such person shall cooperate in good faith
with any request by the Corporation that common counsel be used by the parties
to an action or proceeding who are similarly situated unless to do so would be
inappropriate due to actual or potential differing interests between or among
such parties.

C.
Other Indemnification Provisions

Nothing
herein shall limit or affect any right of any director, officer or other
corporate personnel otherwise than hereunder to indemnification or expenses,
including attorneys fees, under any statute, rule, regulation, certificate of
incorporation, by-law, insurance policy, contract or otherwise; without
affecting or limiting the rights of any director, officer or other corporate
personnel pursuant to this Article II, the Corporation is authorized to enter
into agreements with any of its directors, officers or other corporate
personnel extending rights to indemnification and advancement of expenses to
the fullest extent permitted by applicable law.

Unless
limited by resolution of the Board of Directors or otherwise, the Corporation
shall advance the payment of expenses to the fullest extent permitted by
applicable law to, and shall indemnify, any director, officer or other
corporate person who is or was serving at the request of the Corporation as a
director, officer, partner, trustee, employee or agent of another corporation,
whether for profit or not-for-profit, or a partnership, joint venture, trust or
other enterprise, whether or not such other enterprise shall be obligated to
indemnify such person.

D.
Survival of Indemnification

Anything
in these by-laws to the contrary notwithstanding, no elimination or amendment
of this Article II adversely affecting the right of any person to
indemnification or advancement of expenses hereunder shall be effective until
the sixtieth (60th) day following notice to such person of such
action, and no elimination of or amendment to this Article II shall deprive any
such persons rights hereunder arising out of alleged or actual occurrences,
acts or failures to act prior to such sixtieth (60th) day.

E.
Inability to Limit Indemnification

The
Corporation shall not, except by elimination or amendment of this Article II in
a manner consistent with the preceding Section 13.D and with the provisions of
Article IX (Amendments), take any corporate action or enter into any
agreement which prohibits, or otherwise limits the rights of any person to,
indemnification in accordance with the provisions of this Article II. The
indemnification of any person provided by this Article II shall continue after
such person has ceased to be a director or officer of the Corporation and shall
inure to the benefit of such persons heirs, executors, administrators and
legal representatives.

- 9 -

F.
Severability

In
case any provision in this Article II shall be determined at any time to be
unenforceable in any respect, the other provisions of this Article II shall not
in any way be affected or impaired thereby, and the affected provision shall be
given the fullest possible enforcement in the circumstances, it being the
intention of the Corporation to afford indemnification and advancement of
expenses to its directors or officers, acting in such capacities or in the
other capacities mentioned herein, to the fullest extent permitted by law.

SECTION 14. Committees
of the Board.

The
Board of Directors, by resolution adopted by a majority of the entire Board of
Directors, may designate from among the directors, in addition to the Executive
Committee provided for in Article III of these by-laws, committees of the Board
of Directors, each consisting of three (3) or more directors, and each of which
shall have the powers and duties prescribed in the resolution designating such
committees. Anything in these by-laws or in resolutions designating such
committees to the contrary notwithstanding, at the discretion of the presiding
committee member, any one or more members of any committee of the Board of
Directors may participate in any meeting of such committee by means of a
conference telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time. Participation
by such means shall constitute presence in person at such meeting.

ARTICLE III.

EXECUTIVE COMMITTEE

SECTION 1. How
Constituted and Powers.

The
Board of Directors, by resolution adopted by a majority of the entire Board of
Directors, may designate three (3) or more of the directors, together with the
Chairman of the Board, to constitute an Executive Committee, to serve at the
pleasure of the Board of Directors, which Committee shall during the intervals
between meetings of the Board of Directors, unless limited by the resolution
appointing such Committee, have authority to exercise all or any of the powers
of the Board of Directors in the management of the affairs of the Corporation,
insofar as such powers may lawfully be delegated. The Board may designate one
(1) or more directors as alternate members of such Committee, who may replace
any absent member or members at any meeting of such Committee.

SECTION 2. Removal
and Resignation.

Any
member of the Executive Committee, except a member ex officio, may be removed
at any time with or without cause, by resolution adopted by a majority of the
entire

- 10 -

Board of
Directors. Any member of the Executive Committee may resign at any time. Such
resignation shall be in writing and shall take effect at the time specified
therein, or, if no time be specified, at the time of its receipt by the
Chairman of the Board or Chief Executive Officer or the President and Chief
Operating Officer or Secretary. The acceptance of a resignation shall not be
necessary to make it effective unless so specified therein. Any person ceasing
to be a director shall ipso facto cease to be a member of the Executive
Committee.

SECTION 3. Filling
of Vacancies.

Any
vacancy among the members of the Executive Committee occurring from any cause
whatsoever may be filled from among the directors by a majority of the entire
Board of Directors.

SECTION 4. Quorum.

A
majority of the members of the Executive Committee shall constitute a quorum.
The act of a majority of the members of the Executive Committee present at any
meeting at which a quorum is present shall be the act of the Executive
Committee. The members of the Executive Committee shall act only as a committee
and individual members thereof shall have no powers as such.

SECTION 5. Record
of Proceedings, etc.

The
Executive Committee shall keep a record of its acts and proceedings and shall
report the same to the Board of Directors when and as required.

SECTION 6. Organization,
Meetings, etc.

The
Executive Committee shall make such rules as it may deem expedient for the
regulation and carrying on of its meetings and proceedings.

SECTION 7. Compensation
of Members.

The
members of the Executive Committee shall be entitled to such compensation as
may be allowed them by resolution of the Board of Directors.

- 11 -

ARTICLE IV.

OFFICERS

SECTION 1. Election.

The
Board of Directors, at its regular annual meeting, shall elect or appoint from
their number a Chairman of the Board and the Chairmen of Committees of the
Board, which officers shall be officers of the Board of Directors; and it shall
elect or appoint a Chief Executive Officer, a President and Chief Operating
Officer, one or more Vice Presidents, a Secretary, a Treasurer, and a
Controller, which officers shall be officers of the Corporation. Each of said
officers, subject to the provisions of Sections 2 and 3 of this Article IV,
shall hold office, if elected, until the meeting of the Board of Directors
following the next annual meeting of shareholders and until his successor has
been elected and qualified, or, if appointed, for the term specified in the
resolution appointing him and until his successor has been elected or
appointed. Any two (2) or more offices may be held by the same person, except
the offices of President and Chief Operating Officer and Secretary. Should any
of the officers of the Board of Directors or the President and Chief Operating
Officer cease to be a director, he shall ipso facto cease to be such officer.

SECTION 2. Removal.

Any
officer of the Corporation may be removed summarily with or without cause at
any time by resolution of the Board of Directors or, except in the case of any
officer elected by the Board of Directors, by any committee or officer upon
whom such power of removal may be conferred by the Board of Directors, without
prejudice, however, to any rights which any such person may have by contract.

SECTION 3. Resignation of
Officers.

Any
officer of the Corporation may resign at any time by giving written notice of
such resignation to the Board of Directors, the Chairman of the Board, the
Chief Executive Officer, the President and Chief Operating Officer, or
Secretary of the Corporation. Such resignation shall take effect at the time
specified therein, or, if no time be specified, at the time of its receipt by
the Board of Directors or one (1) of the above-named officers of the
Corporation. The acceptance of a resignation shall not be necessary to make it
effective unless so specified therein.

- 12 -

SECTION 4. Filling of Vacancies.

A
vacancy in any office, from whatever cause arising, shall be filled for the
unexpired portion of the term in the manner provided in these by-laws for the
regular election or appointment of such officer.

SECTION 5. Compensation.

The
compensation of the officers of the Corporation shall be fixed by the Board of
Directors or by any committee or superior officer upon whom power in that
regard may be conferred by the Board of Directors.

SECTION 6. Chairman of the Board.

The
Chairman of the Board shall, when present, preside at all meetings of the
shareholders and of the Board of Directors. He shall be Chairman of the
Executive Committee. He shall be responsible for direction of the policy of the
Board of Directors and shall have the power and perform the duties necessary to
implement such responsibility.

SECTION 7. Chief Executive Officer.

The
Chief Executive Officer shall, subject to the authority of the Chairman of the
Board, have the power and perform the duties usually appertaining to the Chief
Executive Officer of a corporation, and such power and duties as the Chairman
of the Board shall assign to him.

SECTION 8. President and Chief Operating Officer.

The
President and Chief Operating Officer shall, subject to the authority of the
Chairman of the Board and the Chief Executive Officer, have the power and
perform the duties usually appertaining to the President and Chief Operating
Officer of a corporation, and such power and duties as the Chairman of the
Board or Chief Executive Officer shall assign to him.

- 13 -

SECTION 9.Vice Presidents.

The
Vice Presidents shall have such duties as may from time to time be assigned to
them by the President and Chief Operating Officer, or by either of the Chairman
of the Board or the Chief Executive Officer in the President and Chief
Operating Officers absence. When performing the duties of the President and
Chief Operating Officer, they shall have all the powers of, and be subject to
all the restrictions upon, the President and Chief Operating Officer.

SECTION 10. Treasurer.

The
  Treasurer shall:(a)
Except as
  otherwise ordered by the Board of Directors, have charge and custody of, and
  be responsible for, all funds, securities, receipts and disbursements of the
  Corporation and shall deposit, or cause to be deposited, all money and other
  valuable effects in its name in such banks, trust companies or other
  depositaries as shall be selected in accordance with these by-laws;(b)
Receive and
  give receipts for payments made to the Corporation and take and preserve
  proper receipts for all monies disbursed by it;(c)
In general,
  perform such duties as are incident to the office of Treasurer, or as may be
  from time to time assigned to him by the Chairman of the Board, the Chief
  Executive Officer, or the President and Chief Operating Officer, or as may be
  prescribed by law or by these by-laws.The
Treasurer shall give to the Corporation a bond if, and in such sum as, required
by the Board of Directors, conditioned for the faithful performance of the
duties of his office and the restoration of the Corporation at the expiration
of his term of office, or in case of his death, resignation or removal from
office, of all books, papers, vouchers, money or other property of whatever
kind in his possession belonging to the Corporation.

SECTION 11. Controller.

The
  Controller shall:(a)
Keep at the
  office of the Corporation correct books of account of all its business and
  transactions, subject to the supervision and control of the President and
  Chief Operating Officer;(b)
Exhibit at
  all reasonable times his books of accounts and records to any of the
  directors upon application during business hours at the office of the
  Corporation where such books and records are kept;- 14 -

(c)
Render a
  full statement of the financial condition of the Corporation whenever
  requested so to do by the Board of Directors, the Chairman of the Board, the
  Chief Executive Officer, or the President and Chief Operating Officer; and(d)
In general,
  perform such duties as may be from time to time assigned to him by the Board
  of Directors, the Chairman of the Board, the Chief Executive Officer, or the
  President and Chief Operating Officer.SECTION 12. Secretary.

The
  Secretary shall:(a)
Keep the
  minutes of the meetings of the shareholders, Board of Directors and Executive
  Committee in books provided for the purpose;(b)
See that all
  notices are duly given in accordance with the provisions of these by-laws or
  as required by law;(c)
Be custodian
  of the seal of the Corporation and see that it or a facsimile thereof is
  affixed to all stock certificates prior to their issue, and that it is
  affixed to all documents the execution of which under the seal of the
  Corporation is duly authorized or which require that the seal be affixed
  thereto;(d)
Have charge
  of the stock certificate books of the Corporation and keep, or cause to be
  kept, at the office of the Corporation or at the office of its transfer agent
  or registrar, a record of shareholders of the Corporation, containing the
  names and addresses of all shareholders, the number and class of shares held
  by each and the dates when they respectively became the owners of record
  thereof; and(e)
In general,
  perform such duties as are incident to the office of Secretary, or as may be
  from time to time assigned to him by the Chairman of the Board, the Chief
  Executive Officer, or the President and Chief Operating Officer, or as are
  prescribed by law or by these by-laws.SECTION 13. Other Officers.

Other
officers, including one (1) or more Vice Presidents, may from time to time be
appointed by the Board of Directors or by any officer or committee upon whom a
power of appointment may be conferred by the Board of Directors, which other
officers shall have such powers and perform such duties as may be assigned to
them by the Board of Directors, the Chairman of the Board, the Chief Executive
Officer, or the President and Chief Operating Officer, and shall hold office
for such terms as may be designated by the

- 15 -

Board of
Directors or the officer or committee appointing them.

ARTICLE V.

CONTRACTS, LOANS, BANK ACCOUNTS, ETC.

SECTION 1. Contracts,
etc., How Executed.

The
Board of Directors, except as in these by-laws otherwise provided, may
authorize any officer or officers, agent or agents, to enter into any contract
or execute and deliver any instrument in the name of and on behalf of the
Corporation, and such authority may be general or confined to specific
instances, and, unless so authorized by the Board of Directors, no officer or
agent or employee shall have any power or authority to bind the Corporation by
any contract or engagement or to pledge its credits or to render it liable
pecuniarily for any purpose or to any amount.

SECTION 2. Loans.

No
loans shall be contracted on behalf of the Corporation and no negotiable paper
shall be issued in its name, unless authorized by the vote of the Board of
Directors. When so authorized, any officer or agent of the Corporation may
effect loans and advances for the Corporation from any bank, trust company or
other institution, or from any firm, corporation or individual and for such
loans and advances may make, execute and deliver promissory notes, bonds or
other evidences of indebtedness of the Corporation. When so authorized, any
officer or agent of the Corporation, as security for the payment of any and all
loans, advances, indebtedness and liabilities of the Corporation, may pledge,
hypothecate or transfer any and all stocks, securities and other personal
property at any time held by the Corporation, and to that end endorse, assign
and deliver the same. Such authority may be general or confined to specific
instances. The Board of Directors may authorize any mortgage or pledge of, or
the creation of a security interest in, all or any part of the property of the
Corporation, or any interest therein, wherever situated.

SECTION 3. Checks, Drafts, etc.

All
checks, drafts or other orders for the payment of money, notes or other
evidence of indebtedness issued in the name of the Corporation shall be signed
by the Treasurer or such other officer or officers, agent or agents of the
Corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors.

- 16 -

SECTION 4. Deposits.

All
funds of the Corporation shall be deposited from time to time to its credit in
such banks, trust companies or other depositaries as the Board of Directors may
select, or as may be selected by an officer or officers, agent or agents of the
Corporation to whom such power, from time to time, may be delegated by the
Board of Directors and, for the purpose of such deposit, checks, drafts and
other orders for the payment of money which are payable to the order of the Corporation
may be endorsed, assigned and delivered by the Chief Executive Officer, the
President and Chief Operating Officer, a Vice President, or the Treasurer or
the Secretary, or by any officer, agent or employee of the Corporation to whom
any of said officers, or the Board of Directors, by resolution, shall have
delegated such power.

SECTION 5. General and Special Bank Accounts.

The
Board of Directors may from time to time authorize the opening and keeping of
general and special bank accounts with such banks, trust companies or other
depositaries as the Board of Directors may select and may make such special
rules and regulations with respect thereto, as it may deem expedient.

ARTICLE VI.

CAPITAL STOCK

SECTION 1. Issue of Certificates of Stock.

Certificates
for shares of the capital stock of the Corporation shall be in such form as
shall be approved by the Board of Directors. They shall be numbered, as nearly
as may be, in the order of their issue and shall be signed by the Chairman of
the Board or by the Chief Executive Officer or by the President and Chief
Operating Officer or a Vice President, and by the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer, and sealed with the seal
of the Corporation or a facsimile thereof. The signatures of the officers upon
a certificate may be facsimiles if the certificate is countersigned by a
transfer agent or registered by a registrar other than the Corporation itself
or its employee.

SECTION 2. Transfer of Stock.

Shares
of the capital stock of the Corporation shall be transferable by the holder
thereof in person or by duly authorized attorney upon surrender of the
certificate or certificates for such shares properly endorsed. Every
certificate of stock exchanged or returned to the Corporation shall be
appropriately cancelled. A person in whose name shares of stock stand on the
books of the Corporation shall be deemed the owner thereof as regards the
Corporation. The Board of Directors may make such other and further rules

- 17 -

and
regulations as they may deem necessary or proper concerning the issue, transfer
and registration of stock certificates.

SECTION 3. Lost, Destroyed and Mutilated
Certificates.

The
holder of any stock of the Corporation shall immediately notify the corporation
of any loss, destruction or mutilation of the certificates therefor. The
Corporation may issue a new certificate of stock in the place of any
certificate theretofore issued by it alleged to have been lost or destroyed,
and the Board of Directors may, in its discretion, require the owner of the
lost or destroyed certificate or his legal representatives to give the
Corporation a bond in such sum and with such surety or sureties, as they may
require to indemnify the Corporation, and any registrar or transfer agent of
its stock, against any claim that may be made against it by reason of the issue
of such new certificate and against all other liability in the premises.

ARTICLE VII.

DIVIDENDS, SURPLUS, ETC.

SECTION 1. General Discretion of Directors.

The
Board of Directors shall have the power from time to time to fix and determine
and to vary the amount of working capital of the Corporation, to determine
whether any and, if any, what dividends shall be declared and paid to the
shareholders, to fix the date or dates for the payment of dividends, and to fix
a time, not exceeding fifty (50) days preceding the date fixed for the payment
of any dividend, as a date for the determination of shareholders entitled to receive
payment of such dividend. When any dividend is paid or any other distribution
is made, in whole or in part, from sources other than earned surplus, it shall
be accompanied by a written notice (i) disclosing the amounts by which such
dividend or distribution affects stated capital, surplus and earned surplus, or
(ii) if such amounts are not determinable at the time of such notice,
disclosing the approximate effect of such dividend or distribution as aforesaid
and stating that such amounts are not yet determinable.

ARTICLE VIII.

MISCELLANEOUS PROVISIONS

SECTION 1. Fiscal Year.

The
fiscal year of the Corporation shall be the calendar year.

- 18 -

SECTION 2. Waiver of Notice.

Notice
of meeting need not be given to any shareholder who submits a signed waiver of
notice, in person or by proxy, whether before or after the meeting. The
attendance of any shareholder at a meeting, in person or by proxy, without
protesting prior to the conclusion of the meeting the lack of notice of such
meeting, shall constitute a waiver of notice by him. Notice of a meeting need
not be given to any director who submits a signed waiver of notice whether
before or after the meeting, or who attends the meeting without protesting,
prior thereto or at its commencement, the lack of notice to him. Whenever the
Corporation or the Board of Directors or any committee thereof is authorized to
take any action after notice to any person or persons or after the lapse of a
prescribed period of time, such action may be taken without notice and without
the lapse of such period of time, if at any time before or after such action is
completed the person or persons entitled to such notice or entitled to
participate in the action to be taken or, in the case of a shareholder, by his
attorney-in-fact, submit a signed waiver of notice of such requirements.

SECTION 3. Notices.

Whenever
by these by-laws any written notice is required to be given to any shareholder,
director or officer, the same may be given, unless otherwise required by law
and except as hereinbefore otherwise expressly provided, by delivering it
personally to him or by mailing or telegraphing it to him at his last known
post office address. Where a notice is mailed or telegraphed, it shall be
deemed to have been given at the time it is mailed or telegraphed.

SECTION 4. Examination of Books.

The
Board of Directors shall, subject to the laws of the State of New York, have
power to determine from time to time, whether, to what extent, and under what
conditions and regulations the accounts and books of the Corporation or any of
them shall be open to the inspection of the shareholders, and no shareholder
shall have any right to inspect any account book or document of the Corporation
except as conferred by the laws of the State of New York unless and until
authorized so to do by resolution of the Board of Directors or shareholders of
the Corporation.

SECTION 5. Gender.

Words
used in these by-laws importing the male gender shall be construed to include
the female gender, wherever appropriate.

- 19 -

ARTICLE IX.

AMENDMENTS

SECTION 1. Amendment by Directors.

The
Board of Directors shall have the power without the assent or vote of the
shareholders to adopt by-laws, and except as hereinafter provided in Section 2
of this Article, and subject to such limitations as may be imposed by law, to
rescind, alter, amend or repeal by a vote of a majority of the whole Board of
Directors any of the by-laws, whether adopted by the Board of Directors or by
the shareholders.

SECTION 2. Amendment by Shareholders.

The
shareholders shall have power to rescind, alter, amend or repeal any by-laws
and to adopt by-laws which, if so expressed, may not be rescinded, altered,
amended or repealed by the Board of Directors.

- 20 -

I,
Lincoln E. Bleveans, Secretary of Central Hudson Gas & Electric
Corporation, do hereby certify that the foregoing is a full, true and correct
copy of the by-laws of said Corporation as in effect at the date hereof.

IN
WITNESS WHEREOF, I have hereunto set my hand as Secretary of said Corporation
and hereunto affixed its corporate seal this __th day of _____, ____.

SecretaryAmended:
 April 27, 1999Amended:
 December 15, 1999Amended: January
 18, 2002Amended:
 July 16, 2003- 21 -

I,
Lincoln E. Bleveans, Secretary of Central Hudson Gas & Electric
Corporation, do hereby certify that the foregoing is a full, true and correct
copy of the by-laws of said Corporation as in effect at the date hereof.

IN
WITNESS WHEREOF, I have hereunto set my hand as Secretary of said Corporation
and hereunto affixed its corporate seal this __th day of _____, ____.

/s/ Lincoln
 E. BleveansSecretaryAmended:
 April 27, 1999Amended:
 December 15, 1999Amended:
 January 18, 2002Amended:
 July 16, 2003