Exhibit (10)(iii)39 CENTRAL HUDSON GAS & ELECTRIC CORPORATION
RETIREMENT BENEFIT RESTORATION PLAN 
AMENDED AND RESTATED AS OF JANUARY 1, 2008 Introduction & History Effective
May 1, 1993, Central Hudson Gas & Electric Corporation (Central Hudson)
originally established the Central Hudson Gas & Electric Corporation
Retirement Benefit Restoration Plan (the Plan), which was established to
provide excess retirement benefits for eligible executives, and subsequently
amended and restated the Plan effective January 1, 2000. Effective as of
December 31, 2005, all benefit accruals under the Plan were frozen with respect
to vested Participants and the Plan was terminated with respect all non-vested
Participants. Central
Hudson hereby amends and restates the Plan, effective January 1, 2008, to
incorporate changes required by Section 409A of the Internal Revenue Code of
1986, as amended (the Code), in the manner provided hereunder. In order to
comply with section 409A of the Code, effective immediately before January 1,
2008, the Plan is divided into two parts, one of which shall be named Part
One and the other of which shall be named Part Two. Part One of the Plan
shall be governed by the terms and conditions of the Plan as in effect on October
3, 2004, as amended effective December 31, 2005, and shall apply to
Grandfathered Participants under Section 4.06. Part Two of the Plan shall be
governed by the terms and conditions of the Plan as set forth herein, and as it
may be amended from time to time hereafter, and shall apply to the individuals,
other than Grandfathered Participants, who participated in the Plan on or after
January 1, 2005 as listed on Exhibit A (the Covered Participants). Part Two
of the Plan is intended to comply with Section 409A of the Code. 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
          Affiliate
means each entity with whom Central Hudson would be considered a single
employer under Sections 414(b) and 414(c) of the Code, provided that in
applying Section 1563(a)(1), (2), and (3) for purposes of determining a
controlled group of corporations under Section 414(b) of the Code, the language
at least 50 percent is used instead of at least 80 percent each place it
appears in Section 1563(a)(1), (2), and (3), and in applying Treasury
Regulation Section 1.414(c)-2 for purposes of determining trades or businesses
(whether or not incorporated) that are under common control for purposes of
Section 414(c), at least 50 percent is used instead of at least 80 percent
each place it appears in that regulation. Such term shall be interpreted in a
manner consistent with the definition of service recipient contained in
Section 409A of the Code. 1.03
          Affiliated
Group means (i) Central Hudson and (ii) all Affiliates. 1.04
          Code shall
mean the Internal Revenue Code of 1986, as amended from time to time. 1.05
          Central Hudson
shall mean Central Hudson Gas & Electric Corporation. 1.06
          Effective Date
shall mean May 1, 1993.   1.07
          Employment
Agreement shall mean a Change of Control Employment Agreement between a
Participant and Energy Group.

1.08
          Energy Group
shall mean CH Energy Group, Inc., the parent corporation of Central Hudson.

1.09
          Maximum Benefit
shall mean the benefit or benefits to be paid to a Participant under the
Pension Plan which corresponds to his Unrestricted Benefit.

1.10
          Participant
shall mean those individuals listed on Exhibit A.

1.11
          Pension Plan
shall mean the Retirement Income Plan of Central Hudson Gas & Electric
Corporation, as from time to time amended.

1.12
          Plan shall
mean 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
and/or Energy Group.

1.13
          SERP shall
mean the CH Energy Group, Inc. Supplemental Executive Retirement Plan.

1.14
          Termination of
Employment means, subject to Section 4.05(b), the termination of an
Employees employment with the Affiliated Group as a result of his voluntary
termination, retirement, discharge, death or his becoming eligible to receive
disability benefits under Central Hudsons or an Affiliates long-term
disability plan.

1.15
          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) if applicable, the benefit under the Cash Balance Account
(Cash Balance Benefit) of the Pension Plan, all determined under the Pension
Plan without regard to the limitations imposed by Code Sections 401(a)(17) and
415.

Article II. Benefits

2.01
          Benefit,
Commencement. Upon a Participants Termination of Employment, such
Participant shall be entitled to (i) a Retirement Income Benefit equal to his
or her Unrestricted Benefit less the Maximum Benefit (as determined under Section
3.09), in the amount thereof payable as of the first day of the first month
following the later of his or her 55th birthday or Termination of Employment
and (ii) if applicable, a Cash Balance Benefit equal to his or her Unrestricted
Benefit less the Maximum Benefit (as determined under Section 3.09), in the
amount thereof payable as of the date of the commencement of his or her Benefit
hereunder. A Participants Retirement Income Benefit shall commence, and his or
her Cash Balance Benefit shall be paid, to him or her as of the first day of
the first month following the later of (i) his 55th birthday or (ii) the
six-month anniversary of his or her Termination of Employment; with actual
payment(s) commencing or paid within 90 days thereof. If payments of his or her
Retirement Income Benefit commences as a result of the foregoing clause (ii),
the first payment thereof shall include any monthly payments (without interest)
that would have been made had the Retirement Income Benefit commenced on the
first day of the month following his or her Termination of Employment.

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

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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) if applicable, a 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. Payments shall
commence under this Section 2.02 as soon as administratively practicable on the
first day of the first month coincident with or after the date the Participant
would have been able to receive his benefit under Section 2.01 assuming the
Participants Termination of Employment occurred as of the date of his death,
with actual payment(s) commencing or paid within 90 days thereof.

2.03
          Forms of Benefit
Payment. A Participants Cash Balance Benefit shall be paid in the form of
a lump sum. A Participants Retirement Income Benefit shall be paid in the
annuity forms available under the SERP and the amount thereof shall be the
actuarial equivalent of the Retirement Income Benefit under Section 2.01
payable in a single life annuity, using the actuarial assumptions provided
under Section 9.7 of the SERP. However, if the Participant is a participant in
the SERP, his Retirement Income Benefit shall be paid in the same annuity form
of payment as he elects the payment of his retirement benefit under the SERP
and the amount thereof shall be the actuarial equivalent of the Retirement Income
Benefit under Section 2.01 payable in a single life annuity, using the
actuarial assumptions provided under Section 9.7 of the SERP.

2.04
          Reemployment.
If a Participant is receiving annuity payments under this Article and he is
subsequently reemployed by the Affiliated Group, the annuity payments shall
continue to be paid at the same time and form as in effect before his
reemployment.

Article III. Administration of the Plan

3.01
          Administrator.
The Plan shall be administered by the Board of Directors of Central Hudson (or
its designee), 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 in Control
(as defined in the SERP), (i) 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 (ii) 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

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affected may be terminated
by the Administrator which, in its sole 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 Participants. This Plan shall only apply to Energy Group
Participants if Energy Groups Board of Directors adopts this Plan.

3.09
          Accrual of
Benefits and Participation after December 31, 2005. Effective as of
December 31, 2005, the Plan is terminated with no future Benefit payable with
respect to any Participant who, as of December 31, 2005, is not vested in a
Benefit under Article II of the Plan (as determined under the Pension Plan) and
no employee of Energy Group or Central Hudson may become a Participant in the
Plan on or after December 31, 2005. A Participant who, as of December 31, 2005,
has a vested benefit under Article II will not accrue any additional Benefit
under the Plan after December 31, 2005 and his Benefit under the Plan will be
determined as of December 31, 2005, based on the Participants Unrestricted
Benefit and Maximum Benefit as of December 31, 2005.

3.10
          Pre-2008
Payments. If a Participant commences payment of benefits in conjunction
with his benefit under the Pension Plan prior to January 1, 2008, then such
benefit shall be payable for the remainder of 2007 and subsequent calendar
years at the same time and in the same form elected by the Participant under
the Pension Plan. Such time and form of payment shall not be subject to change
after January 1, 2008 and shall not be affected by any changes in the time or
form of payment of the benefit under the Pension Plan that occur on or after
January 1, 2008.

Article IV. Section 409A Provisions

4.01
          Discretionary
Acceleration of Payments. Subject to Sections 3.02 and 4.05(a), to the
extent permitted by Section 409A of the Code, the Plan Administrator may, in
its sole discretion, accelerate the time or schedule of a payment under the
Plan. The provision is intended to comply with the exception to accelerated
payments under Treasury Regulation Section 1.409A-3(j) and shall be interpreted
and administered accordingly.

4.02
          Delay of Payments.
To the extent permitted under Section 409A of the Code, the Plan Administrator
may, in its sole discretion, delay payment under any of the following
circumstances, provided that the Plan Administrator treats all payments to
similarly situated Participants on a reasonably consistent basis:

(a)          A
Payment may be delayed where the Plan Administrator reasonably anticipates that
the making of the payment will violate federal securities laws or other
applicable law; provided that the delayed payment is made at the earliest date
at which the Plan Administrator reasonably anticipates

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that the making of the
payment will not cause such violation. For purposes of the preceding sentence,
the making of a payment that would cause inclusion in gross income or the
application of any penalty provision or other provision of the Code is not
treated as a violation of applicable law.

(b)
          A payment may be
delayed upon such other events and conditions as the Internal Revenue Service
may prescribe in generally applicable guidance published in the Internal
Revenue Bulletin. To the extent permitted under Section 409A of the Code, the
Plan Administrator may, in its sole discretion, delay payment under any of the
following circumstances, provided that the Plan Administrator treats all
payments to similarly situated Participants on a reasonably consistent basis:

4.03
          Actual Date of
Payment. To the extent permitted by Section 409A of the Code, the Plan
Administrator may delay payment in the event that it is not administratively
possible to make payment on the date (or within the periods) specified in the
Plan, or the making of the payment would jeopardize the ability of Central
Hudson (or any entity which would be considered to be a single employer with
Central Hudson under Section 414(b) or Section 414(c) of the Code) to continue
as a going concern. Notwithstanding the foregoing, payment must be made no
later than the latest possible date permitted under Section 409A of the Code.

4.04
          Discharge of
Obligations. The payment to a Participant or his beneficiary of his entire
benefit under the Plan shall discharge all obligations of the Affiliated Group
to such Participant or beneficiary under the Plan with respect to that Plan
benefit.

4.05
          Compliance with
Section 409A of the Code.

(a)          Notwithstanding
anything contained in the Plan to the contrary, if the Participant is a
specified employee, as determined under Central Hudsons policy for
identifying specified employees on the date of his separation from service
within the meaning of Section 409A of the Code, then to the extent required in
order to comply with Section 409A of the Code, all amounts payable under the
Plan 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 of the Code and that would otherwise be paid
during the first six months following such separation from service shall be
accumulated through and paid or provided on the first day of the seventh month
immediately following the month of such separation from service (or, if the
Participant dies during such six-month period, within 30 days after the
Participants death).

(b)
          Notwithstanding
anything contained in the Plan to the contrary, the term Termination of
Employment or words or phrases of similar import shall mean a separation from
service as defined in Section 409A of the Code and the effective date of a
Participants separation from service as defined in Section 409A of the Code
shall constitute a Termination of Employment. Central Hudson and the
Participant shall take all steps necessary to ensure that a Termination of
Employment shall constitute a separation from service within the meaning of
Section 409A of the Code, and any benefit payable as a result of a Participants
Termination of Employment shall be paid or provided, if and only if, such
Termination of Employment constitutes a separation from service within the
meaning of Section 409A of the Code. Upon a sale or other disposition of the
assets of Central Hudson or any Affiliate to an unrelated purchaser, Central
Hudson reserves the right, to the extent permitted by Section 409A of the Code,
to determine whether Participants providing services to the purchaser after and
in connection with the purchase transaction have experienced a separation from
service as defined in Section 409A of the Code.

(c)          It
is intended that the payments and benefits provided under the Plan shall comply
with the requirements of Section 409A of the Code. The Plan shall be construed,
administered,

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and governed in a manner
that effects such intent, and Central Hudson shall not take any action that
would be inconsistent with such intent. Without limiting the foregoing, the
payments and benefits provided under the Plan 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 the Participant.
Although Central Hudson 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 the Plan is not warranted or
guaranteed. Neither Central Hudson, its affiliates, directors, officers, employees
nor its advisers shall be held liable for any taxes, interest, penalties or
other monetary amounts owed by the Participant or other taxpayer as a result of
the Plan. Any reference in the Plan 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.

4.06
          Grandfathered
Participants. The individuals
who were participants of the Plan, vested, and terminated employment as of
December 31, 2004 (the Grandfathered Participants) and, therefore, whose
entire benefit under Article V of Part One of the Plan qualifies as an amount
deferred prior to January 1, 2005 within the meaning of Section 409A of the
Code, shall participate in, and be governed by the terms and conditions of,
Part One of the Plan. It is intended that such amounts shall be exempt from the
application of Section 409A of the Code. Nothing contained herein is intended
to materially enhance a benefit or right existing under Part One of the Plan or
add a new material benefit or right to Part One of the Plan with respect to
Grandfathered Participants.

IN
WITNESS WHEREOF, Central Hudson Gas & Electric Corporation has caused this
instrument to be executed by its duly authorized officer on this ___ day of
December, 2007.

CENTRAL
  HUDSON GAS & ELECTRIC CORPORATIONBy:
/s/ Steven V. LantSteven V. Lant, Chairman,
  Chief Executive Officer ofCentral Hudson Gas & Electric Corporation6

CENTRAL HUDSON GAS & ELECTRIC CORPORATION
RETIREMENT BENEFIT RESTORATION PLAN
AMENDED AND RESTATED AS OF JANUARY 1, 2008

Exhibit ACovered Participants

Steven V. Lant

Carl E. Meyer

Joseph J. DeVirgilio, Jr

Charles A. Freni

Thomas C. Brocks

Donna S. Doyle

Michael L. Mosher

Stacey A. Renner

Denise D. VanBuren

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