EXHIBIT (10)(iii)22

                              CH ENERGY GROUP, INC.

                            DIRECTORS AND EXECUTIVES
                           DEFERRED COMPENSATION PLAN

                            As Amended and Restated,

                             Effective July 1, 2001









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                                TABLE OF CONTENTS

                                                                            PAGE

ARTICLE I     TITLE AND DEFINITIONS............................................1

     1.1 Title.................................................................1

     1.2 Definitions...........................................................1

ARTICLE II    PARTICIPATION....................................................6

ARTICLE III   DEFERRAL ELECTIONS...............................................6

     3.1 Elections to Defer Compensation.......................................6

     3.2 Investment Elections..................................................8

ARTICLE IV    DEFERRAL ACCOUNTS AND TRUST FUNDING..............................8

     4.1 Deferral Accounts.....................................................8

     4.2 Company Discretionary Contribution Account............................9

     4.3 Trust Funding........................................................10

ARTICLE V     VESTING.........................................................10

ARTICLE VI    DISTRIBUTIONS...................................................11

     6.1 Distribution of Deferred Compensation and

            Discretionary Company Contributions...............................11

     6.2 Non-Scheduled In-Service Withdrawals.................................12

     6.3 Hardship Distribution................................................13

     6.4 Inability to Locate Participant......................................13

ARTICLE VII   ADMINISTRATION..................................................14

     7.1 Committee............................................................14

     7.2 Committee Action.....................................................14

     7.3 Powers and Duties of the Committee...................................14

     7.4 Construction and Interpretation......................................15

     7.5 Information..........................................................15

                                      (i)

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                                                                            PAGE

     7.6 Compensation, Expenses and Indemnity.................................15

     7.7 Quarterly Statements.................................................16

     7.8 Disputes.............................................................16

ARTICLE VIII  MISCELLANEOUS...................................................17

     8.1 Unsecured General Creditor...........................................17

     8.2 Restriction Against Assignment.......................................17

     8.3 Withholding..........................................................17

     8.4 Amendment, Modification, Suspension or Termination...................18

     8.5 Governing Law........................................................18

     8.6 Receipt or Release...................................................18

     8.7 Payments on Behalf of Persons Under Incapacity.......................18

     8.8 Limitation of Rights and Employment Relationship.....................18

     8.9 Headings.............................................................19


                                      (ii)
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                              CH ENERGY GROUP, INC.

                            DIRECTORS AND EXECUTIVES
                           DEFERRED COMPENSATION PLAN

                                    ARTICLE I

                              TITLE AND DEFINITIONS

     1.1. TITLE.

     This Plan shall be known as the CH Energy Group, Inc. Directors and
Executives Deferred Compensation Plan.

     1.2. DEFINITIONS.

     Whenever the following words and phrases are used in this Plan, with the
first letter capitalized, they shall have the meanings specified below.

         (a) "Account" or "Accounts" shall mean a Participant's Deferral
Account and/or the Company Discretionary Contribution Account.

         (b) "Base Salary" shall mean a Participant's annual base salary,
excluding bonus, incentive and all other remuneration for services rendered to
the Company and prior to reduction for any salary contributions to a plan
established pursuant to Section 125 of the Code or qualified pursuant to Section
401(k) of the Code.

         (c) "Beneficiary" or "Beneficiaries" shall mean the person or persons,
including a trustee, personal representative or other fiduciary, last designated
in writing by a Participant in accordance with procedures established by the
Committee to receive the benefits specified hereunder in the event of the
Participant's death. No Beneficiary designation shall become effective until it
is filed with the Committee. However, no designation of a Beneficiary other than
the Participant's spouse shall be valid unless consented to in writing by such
spouse. Any designation shall be revocable at any time through a written
instrument filed by the Participant with the Committee with or without the
consent of the previous Beneficiary. If there is no Beneficiary designation in
effect, or there is no surviving designated Beneficiary, the Participant's
surviving spouse shall be the Beneficiary. If there is no surviving spouse to
receive any benefits payable in accordance with the preceding sentence, the duly
appointed and currently acting personal representative of the Participant's
estate (which shall include either the Participant's probate estate or living
trust) shall be the Beneficiary. In any case where there is no such personal
representative of the Participant's estate duly appointed and acting in that
capacity within ninety (90) days after the Participant's death (or such extended
period as the Committee determines is reasonably necessary to allow such
personal representative to be appointed, but not

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to exceed one hundred eighty (180) days after the Participant's death), then
Beneficiary shall mean the person or persons who can verify by affidavit or
court order to the satisfaction of the Committee that they are legally entitled
to receive the benefits specified hereunder. In the event any amount is payable
under the Plan to a minor, payment shall not be made to the minor, but instead
be paid (a) to that person's living parent(s) to act as custodian, (b) if that
person's parents are then divorced, and one parent is the sole custodial parent,
to such custodial parent, or (c) if no parent of that person is then living, to
a custodian selected by the Committee to hold the funds for the minor under the
Uniform Transfers or Gifts to Minors Act in effect in the jurisdiction in which
the minor resides. If no parent is living and the Committee decides not to
select another custodian to hold the funds for the minor, then payment shall be
made to the duly appointed and currently acting guardian of the estate for the
minor or, if no guardian of the estate for the minor is duly appointed and
currently acting within sixty (60) days after the date the amount becomes
payable, payment shall be deposited with the court having jurisdiction over the
estate of the minor. Payment by the Company pursuant to any unrevoked
Beneficiary designation, or to the Participant's estate if no such designation
exists, of all benefits owed hereunder shall terminate any and all liability of
the Company.

         (d) "Board of Directors" or "Board" shall mean the Board of Directors
of CH Energy Group, Inc.

         (e) "Bonuses" shall mean the incentive compensation determined under
the Company's Executive Annual Incentive Plan earned during the Plan Year.

         (f) "Change of Control" shall mean:

              (1) 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 the Company (the
"Outstanding Company Common Stock") or (y) the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in the
election of directors (the "Outstanding Company Voting Securities"); provided,
however that for purposes of this subsection (1), the following acquisitions
shall not constitute a Change of Control: (i) any acquisition directly from the
Company, (ii) any acquisition by the Company, (iii) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the Company
or any corporation controlled by the Company, or (iv) any acquisition by any
corporation pursuant to a transaction which complies with clauses (i), (ii) and
(iii) of subsection (3) of this Section 1.2(f); or

              (2) Individuals who, as of December 1, 1998, constitute the Board
of Directors of the Company (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 the Company's shareholders, was approved by a vote of
at least a majority of the directors then compromising the Incumbent Board shall
be considered as though such individual were a member of the Incumbent Board,
but
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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

              (3) Consummation of a reorganization, merger or consolidation or
sale, or other disposition of all or substantially all of the assets of the
Company (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
Company Common Stock and Outstanding Company Voting Securities immediately prior
to such Business Combination beneficially own, directly or indirectly, more than
60% of, respectively, 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 the Company or all or
substantially all of the Company'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 Company Common
Stock and Outstanding Company 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 the Company 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

              (4) Approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company;

         (g) "Change of Control Payments" shall mean a payment from Company as
a result of a Change of Control;

         (h) "Change of Control Termination" shall mean any termination of a
Participant's employment that gives rise to severance pay under such
Participant's Change of Control Employment Agreement entered into with the
Company, regardless of whether or not such termination of employment occurs
after such Participant's attainment of age 55.

         (i) "Code" shall mean the Internal Revenue Code of 1986, as amended.

         (j) "Committee" shall mean the Committee appointed by the Chief
Executive Officer of the Company to administer the Plan in accordance with
Article VII.

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         (k) "Company" shall mean CH Energy Group, Inc. and any successor
corporations. Company shall include each corporation which is a member of a
controlled group of corporations (within the meaning of Section 414(b) of the
Code) of which CH Energy Group, Inc. is a component member, if the Board
provides that such corporation shall participate in the Plan and such
corporation's governing Board of Directors adopts this Plan.

         (l) "Company Discretionary Contribution Account" shall mean the
bookkeeping account maintained by the Company for each Participant that is
credited with an amount equal to the Company Discretionary Contribution Amount,
if any, and earnings and losses pursuant to Section 4.2.

         (m) "Company Discretionary Contribution Amount" shall mean, for each
Participant for a Plan Year, an additional discretionary amount allocated to a
Participant under this Plan as determined by the Company. Such amount may differ
from Participant to Participant both in amount, including no contribution, and
as a percentage of Compensation.

         (n) "Compensation" shall mean Base Salary, Bonuses, Supplementary
Retirement Plan Payments, Change of Control Payments and Directors Fees that the
Participant is entitled to receive for services rendered to the Company.

         (o) "Deferral Account" shall mean the bookkeeping account maintained by
the Committee for each Participant that is credited with amounts equal to (1)
the portion of the Participant's Compensation that he or she elects to defer,
including any amounts deferred under the Central Hudson Gas & Electric
Corporation Directors' Deferred Compensation Plan, and income earned thereon as
of the Effective Date, and (2) interest pursuant to Section 4.1.

         (p) "Directors Fees" shall mean the retainers and fees a member of the
Board is entitled to receive for services rendered in his or her capacity as a
member of the Board.

         (q) "Distributable Amount" shall mean the sum of the amounts credited
to a Participant's Deferral Account and the Company Discretionary Contribution
Account.

         (r) "Effective Date" shall mean January 1, 2000.

         (s) "Eligible Director" shall mean a member of the Company's Board of
Directors who is not an employee of the Company.

         (t) "Eligible Employee" shall mean executive officers and other
executives and key management employees of the Company that meet criteria
approved by the Compensation and Succession Committee of the Board of Directors.

         (u) "Eligible Individual" shall mean Eligible Directors and Eligible
Employees.

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         (v) "Fund" or "Funds" shall mean one or more of the investment funds or
Policies selected by the Committee pursuant to Section 3.2(b).

         (w) "Hardship Distribution" shall mean a severe financial hardship to
the Participant resulting from a sudden and unexpected illness or accident of
the Participant or of his or her Dependent (as defined in Section 152(a) of the
Code), loss of a Participant's property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant. The circumstances that would constitute
an unforeseeable emergency will depend upon the facts of each case, but, in any
case, a Hardship Distribution may not be made to the extent that such hardship
is or may be relieved (i) through reimbursement or compensation by insurance or
otherwise, (ii) by liquidation of the Participant's assets, to the extent the
liquidation of such assets would not itself cause severe financial hardship, or
(iii) by cessation of deferrals under this Plan.

         (x) "Initial Election Period" for an Eligible Individual shall mean the
thirty (30) day period following the time an employee or member of the Board of
Directors becomes an Eligible Individual.

         (y) "Rate of Return" shall mean for each Fund an amount equal to the
net rate of gain or loss on the assets of such Fund during the period amounts
are invested in the Fund.

         (z) "Long Term Disability" shall be a disability of an Eligible
Employee where such employee is totally and permanently unable to continue in
active employment in any position with the Company as a result of injury or
illness, as determined by the Company.

         (aa) "Non-Scheduled In-Service Withdrawal" shall mean an election by a
Participant in accordance with Section 6.2 to receive a withdrawal of amounts
from his or her Deferral Account and Company Discretionary Contribution Account
prior to the time in which such Participant would otherwise be entitled to such
amounts.

         (bb) "Participant" shall mean any Eligible Individual who becomes a
Participant in accordance with Article II.

         (cc) "Payment Date" for payment of a Distributable Amount shall mean
the time as soon as administratively practicable after (1) the end of the
calendar quarter in which the Participant's employment or service terminates for
any reason, or (2) the Scheduled In-Service Withdrawal Date.

         (dd) "Plan" shall mean the CH Energy Group, Inc. Directors and
Executives Deferred Compensation Plan set forth herein, now in effect, or as
amended from time to time.

         (ee) "Plan Year" shall mean the twelve (12) consecutive month period
beginning on each January 1 and ending on each December 31.

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         (ff) "Retirement" shall mean (i) with respect to any Participant who is
an Eligible Employee, such Participant's termination of employment (other than
in a Change of Control Termination) with the Company on or after age fifty-five
(55), and (ii) with respect to any Participant who is an Eligible Director, such
Participant's cessation of service with the Company for any reason.

         (gg) "Scheduled In-Service Withdrawal Date" shall be the distribution
date elected by the Participant for an in-service withdrawal of all amounts of
Compensation deferred and Company Discretionary Contribution Amounts, as set
forth on the election form last submitted to the Company, and earnings and
losses attributable thereto.

         (hh) "Supplementary Retirement Plan" shall mean the Supplementary
Retirement Plan of the Company, now in effect or as amended from time to time.

         (ii) "Supplementary Retirement Plan Payments" shall mean benefit
payments payable under the Supplementary Retirement Plan.

         (jj) "Trust" shall mean the CH Energy Group, Inc. Directors and
Executives Deferred Compensation Plan Trust.

         (kk) "Trustee" shall mean the trustee of the Trust.


                                   ARTICLE II

                                  PARTICIPATION

     A Participant in the Central Hudson Gas & Electric Corporation Directors'
Deferred Compensation Plan in effect immediately prior to the Effective Date of
this Plan shall continue such participation as a Participant in this Plan. Any
other Eligible Individual shall become a Participant in this Plan by electing to
defer a portion of his or her Compensation in accordance with Section 3.1.

                                   ARTICLE III

                               DEFERRAL ELECTIONS

     3.1. ELECTIONS TO DEFER COMPENSATION.

         (a) INITIAL ELECTION PERIOD. Subject to the provisions of Article II,
each Eligible Employee may elect to defer Base Salary, Bonuses, Supplementary
Retirement Plan Payments and/or Change of Control Payments by filing with the
Committee an election that conforms to the requirements of this Section 3.1 on a
form provided by the Committee, no later than the last day of his or her Initial
Election Period. An Eligible Director may, subject to the

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provisions of Article II elect to defer Directors' Fees by filing with the
Committee an election that conforms with the requirements of this Section 3.1,
on a form provided by the Committee, no later than the last day of his or her
Initial Election Period.

         (b) GENERAL RULE. The amount of Compensation which an Eligible
Individual may elect to defer is such Compensation earned on or after the time
at which the Eligible Individual elects to defer Compensation in accordance with
Sections 1.2(w) and 3.1(a). The amount elected by an Eligible Employee shall be
a percentage of Base Salary, Bonuses, Supplementary Retirement Plan Payments and
Change of Control Payments. The Eligible Employee's Base Salary deferral
election shall not exceed 50% of the Eligible Employee's base salary. The
Eligible Employee's Bonuses, Supplementary Retirement Plan Payments and Change
of Control Payments can be deferred up to 100%. In addition, the Committee may,
in its sole and absolute discretion, further limit deferrals for income tax
withholding and employee benefit plan withholding requirements. An Eligible
Director may defer up to 100% of his or her Director's Fees. The minimum
contribution which may be made in any Plan Year by an Eligible Individual shall
not be less than $5,000.

         (c) DURATION OF COMPENSATION DEFERRAL ELECTION. An Eligible Employee's
initial election to defer Base Salary must be filed on or before December 20 and
is to be effective for the first day of the next following Plan Year. An
Eligible Employee may renew, increase, decrease or terminate a deferral election
with respect to Base Salary, Bonuses, Supplementary Retirement Plan Payments
and/or Change of Control Payments for any subsequent Plan Year by filing a new
election on or before December 20, which election shall be effective on the
first day of the next following Plan Year. Any subsequent election with respect
to Bonuses must be filed by December 20 of the year prior to the year in which
the Bonuses are earned. An Eligible Employee's election with respect to Change
of Control Payments must be made on or before December 20 and shall be effective
on the first day of the next following Plan Year.

         All elections under this Section 3.1 shall continue until changed in
writing by the Eligible Individual, such change to be effective as of the first
day of the next following Plan Year. In the case of an employee or director who
becomes an Eligible Individual on or after January 1, such Eligible Individual
shall have thirty (30) days from the date he or she has become an Eligible
Individual to make an Initial Election with respect to amounts capable of being
deferred under the Plan. Such election shall be for the remainder of the Plan
Year. Notwithstanding the foregoing, the election under which a distribution
under the Plan will be made must be in place at least twelve (12) months prior
to receipt of the distribution or the immediately prior election option will
prevail.

         (d) ELECTIONS OTHER THAN ELECTIONS DURING THE INITIAL ELECTION Period.
Subject to the limitations of Section 3.1(b) above, any Eligible Individual who
fails to elect to defer Compensation during his or her Initial Election Period
may subsequently become a Participant, and any Eligible Individual who has
terminated a prior Compensation deferral election may elect to again defer
Compensation, by filing an election, on a form provided by the Committee, to
defer Compensation as described in Sections 3.1(b) and 3.1(c) above. An election
to defer
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Compensation must be filed on or before December 20 and will be effective for
Compensation earned in the next following Plan Year.

     3.2. INVESTMENT ELECTIONS.

         (a) At the time of making the deferral elections described in Section
3.1, the Participant shall designate, on a form provided by the Committee, the
types of investments the Participant's Account will be deemed to be invested in
for purposes of determining the amount of earnings and losses to be credited to
that Account. In making the designation pursuant to this Section 3.2, the
Participant may specify that all, or any multiple of, his or her Deferral
Account and Company Discretionary Contribution Account be deemed to be invested
in one or more of the types of investments provided under the Plan. A
Participant may change the designation made under this Section 3.2 each day in
accordance with procedures established by the Committee. If a Participant fails
to elect a type of investment fund under this Section 3.2, he or she shall be
deemed to have elected the Money Market type of investment fund.

         (b) The Committee shall select from time to time, in its sole
discretion, a commercially available investment fund of each of the types
provided under the Plan to be the Funds. The Rate of Return of each such
commercially available investment fund shall be used to determine the amount of
earnings or losses to be credited to Participant's Account under Article IV.

                                   ARTICLE IV

                       DEFERRAL ACCOUNTS AND TRUST FUNDING

     4.1. DEFERRAL ACCOUNTS.

     The Committee shall establish and maintain a Deferral Account for each
Participant under the Plan. Each Participant's Deferral Account shall be further
divided into separate subaccounts ("investment fund subaccounts"), each of which
corresponds to an investment fund elected by the Participant pursuant to Section
3.2(a). A Participant's Deferral Account shall be credited as follows:

         (a) Within five (5) days after each payroll date, the Committee shall
credit the investment fund subaccounts of the Participant's Deferral Account
with an amount equal to the Compensation deferred by the Participant during each
pay period in accordance with the Participant's election under Section 3.2(a);
that is, the portion of the Participant's deferred Compensation that the
Participant has elected to be deemed to be invested in a certain type of
investment fund shall be credited to the investment fund subaccount
corresponding to that investment fund;

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         (b) As of each day, each investment fund subaccount of a Participant's
Deferral Account shall be credited with earnings or losses in an amount equal to
that determined by multiplying (i) the balance credited to such investment fund
subaccount as of the preceding day plus contributions credited to the
Participant's Deferral Account since the preceding day by (ii) the Rate of
Return for the corresponding fund selected by the Company pursuant to Section
3.2(b).

         (c) In the event that a Participant elects for a given Plan Year's
deferral of Compensation to have a Scheduled In-Service Withdrawal Date, all
amounts attributed to the deferral of Compensation for such Plan Year shall be
accounted for in a manner which allows separate accounting for the deferral of
Compensation and investment gains and losses associated with such Plan Year's
deferral of Compensation.

     4.2. COMPANY DISCRETIONARY CONTRIBUTION ACCOUNT.

     If necessary, the Committee shall establish and maintain a Company
Discretionary Contribution Account for each Participant under the Plan. Each
Participant's Company Discretionary Contribution Account shall be further
divided into separate investment fund subaccounts corresponding to the
investment fund elected by the Participant pursuant to Section 3.2(a). A
Participant's Company Discretionary Contribution Account shall be credited as
follows:

         (a) Within five (5) days after each payroll date, the Committee shall
credit the investment fund subaccounts of the Participant's Company
Discretionary Contribution Account with an amount equal to the Company
Discretionary Contribution Amount, if any, applicable to that Participant; that
is, the portion of the Company Discretionary Contribution Amount, if any, which
the Participant elected to be deemed to be invested in a certain type of
investment fund shall be credited to the corresponding investment fund
subaccount; and

         (b) As of each day, each investment fund subaccount of a Participant's
Company Discretionary Contribution Account shall be credited with earnings or
losses in an amount equal to that determined by multiplying the balance credited
to such investment fund subaccount as of the prior day plus contributions
credited to the Participant's Company Discretionary Contribution Account since
the preceding day by the Rate of Return for the corresponding Fund selected by
the Company pursuant to Section 3.2(b).

         (c) In the event a Participant elects that the Company Discretionary
Contribution Amount for a given Plan Year have a Scheduled In-Service Withdrawal
Date, all amounts attributed to the Company Discretionary Contribution Amount
for such Plan Year shall be accounted for in a manner which allows separate
accounting for the Company Discretionary Contribution Amount and investment
gains and losses associated with such Plan Year's Company Discretionary
Contribution Amount.

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     4.3. TRUST FUNDING.

     The Company has created a Trust with First American Trust Company serving
as initial Trustee. The Company shall cause the Trust to be funded each year.
The Company shall contribute to the Trust an amount equal to the Compensation
deferred by each Participant for the Plan Year. The Company shall also
contribute to the Trust an amount equal to the Company Discretionary
Contribution Amount, if any, for the Plan Year.

     Although the principal of the Trust and any earnings thereon shall be held
separate and apart from other funds of Company and shall be used exclusively for
the uses and purposes of Plan Participants and beneficiaries as set forth
therein, neither the Participants nor their beneficiaries shall have any
preferred claim on, or any beneficial ownership in, any assets of the Trust
prior to the time such assets are paid to the Participants or beneficiaries as
benefits and all rights created under this Plan shall be unsecured contractual
rights of Plan Participants and beneficiaries against the Company. Any assets
held in the Trust will be subject to the claims of Company's general creditors
under federal and state law in the event of insolvency as defined in Section
4.2(a) of the Trust.

     The assets of the Plan and Trust shall never inure to the benefit of the
Company and the same shall be held for the exclusive purpose of providing
benefits to Participants and their beneficiaries. The sole exception to the
foregoing shall be that amounts remaining after payment to a Participant of the
Participant's vested Account balance, if any, shall be transferred by the
Trustee to the Company.

                                    ARTICLE V

                                     VESTING

     A Participant's Deferral Account shall be 100% vested at all times. A
Participant's Company Discretionary Contribution Account, if any, shall be 100%
vested in the event of a Change of Control and, otherwise, shall vest in
accordance with rules established by the Company, in its sole and absolute
discretion. Such rules are hereby incorporated by reference into the Plan.



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                                   ARTICLE VI

                                  DISTRIBUTIONS

     6.1. DISTRIBUTION OF DEFERRED COMPENSATION AND DISCRETIONARY COMPANY
CONTRIBUTIONS.

         (a) DISTRIBUTION WITHOUT SCHEDULED IN-SERVICE WITHDRAWAL DATE. In the
case of a Participant who terminates employment due to a Change of Control
Termination or Long Term Disability, or who terminates employment or service due
to Retirement, the Distributable Amount shall be paid to the Participant (and
after his or her death to his or her Beneficiary) in the form of substantially
equal quarterly installments over fifteen (15) years beginning on his or her
Payment Date. Notwithstanding the foregoing, a Participant described in the
preceding sentence may elect from among the following optional forms of benefit
in accordance with the procedures set forth below:

              (1) A lump sum payment on the Participant's Payment Date;

              (2) Substantially equal quarterly installments over five (5) years
beginning on the Participant's Payment Date; and

              (3) Substantially equal quarterly installments over ten (10) years
beginning on the Participant's Payment Date;

     Elections regarding the form of distributions to be made following
Retirement or Long Term Disability shall be made on a Retirement/Long Term
Disability election form provided to the Company together with deferral
elections made under the provisions of Article III (3.1) hereof, and may be
changed or revoked at any time or from time to time, but in no event less than
one year prior to the Participant's Retirement or Long Term Disability. The
Committee may determine, from time to time, whether or not and on what terms and
conditions elections regarding the form of distributions to be made following a
Change of Control Termination may be made, and shall establish such forms and
procedures for, and rules regarding changes and revocations of, such elections
as the Committee shall from time to time determine to be appropriate.

     All elections under this Section 3.1 shall continue in effect unless and
until a change or revocation thereof becomes effective in accordance with the
foregoing.

     Notwithstanding any provision to the contrary, in the event a Participant's
Distributable Amount is less than $25,000, such Distributable Amount shall be
distributed to the Participant or his or her Beneficiary in a lump sum.

     In the event of termination of employment or service for any other reason,
distribution to the Participant shall be made in a lump sum on his or her
Payment Date.

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     The Participant's Accounts shall continue to be credited with earnings
pursuant to Section 4.1 of the Plan until all amounts credited to his or her
Accounts under the Plan have been distributed.

         (b) DISTRIBUTION WITH SCHEDULED IN-SERVICE WITHDRAWAL DATE. In the case
of a Participant who has elected a Scheduled In-Service Withdrawal Date for a
distribution while still in the employ or service of the Company, such
Participant shall receive his or her Distributable Amount, but only with respect
to those deferrals of Compensation and vested Company Discretionary Contribution
Amounts and earnings on such deferrals of Compensation and vested Company
Discretionary Contribution Amounts as shall have been elected by the Participant
to be subject to the Scheduled In-Service Withdrawal Date in accordance with
Section 1.2(ff) of the Plan. A Participant's Scheduled In-Service Withdrawal
Date with respect to amounts of Compensation deferred in a given Plan Year and
vested Company Discretionary Contribution Amounts must be at least two (2) years
from the last day of the Plan Year for which the deferrals of Compensation and
Company Discretionary Contribution Amounts are made. A Participant may extend
the Scheduled In-Service Withdrawal Date for the deferral of Compensation and
Company Discretionary Contribution Amounts for any Plan Year, provided each
extension occurs at least one (1) year before the Scheduled In-Service
Withdrawal Date and is for a period of not less than two (2) years from the
Scheduled In-Service Withdrawal Date. The Participant shall have the right to
twice modify any Plan Year's Scheduled In-Service Withdrawal Date. In the event
a Participant terminates employment or service with the Company prior to a
Scheduled In-Service Withdrawal Date, Section 6.1(a) will govern distributions
under this Plan.

         (c) DEATH BENEFIT. In the event a Participant dies after he or she has
retired from the Company and still has a balance in his or her Account, the
balance shall continue to be paid to the Participant's Beneficiary in quarterly
installments for the remainder of the period as elected by the Participant. In
the event a Participant dies while in the active employment or service of the
Company, the Participant's Account balance, whether or not vested, will be paid
in a lump sum to the Participant's Beneficiary.

     6.2. NON-SCHEDULED IN-SERVICE WITHDRAWALS.

     A Participant shall be permitted to elect a Non-Scheduled In-Service
Withdrawal from his or her Deferral Account and vested Company Discretionary
Contribution Account prior to the Payment Date, subject to the following
restrictions:

         (a) The election to take a Non-Scheduled In-Service Withdrawal shall be
made by filing a form provided by and filed with the Committee prior to the end
of any calendar month.

         (b) The amount of the Non-Scheduled In-Service withdrawal shall be paid
in a single lump sum as soon as practicable after the end of the calendar month
in which the Non-Scheduled In-Service Withdrawal election is made.

                                       12
<PAGE>

         (c) If a Participant requests a Non-Scheduled In-Service Withdrawal of
his or her entire Deferral Account and vested Company Discretionary Contribution
Account, 10% of the Deferral Account and vested Company Discretionary
Contribution Account shall be permanently forfeited and the Company shall have
no obligation to the Participant or his or her Beneficiary with respect to such
forfeited amount. If a Participant receives a Non-Scheduled In-Service
Withdrawal of less than the entire Deferral Account and vested Company
Discretionary Contribution Account, such Participant shall forfeit 10% of the
gross amount to be distributed from the Participant's Deferral Account and
vested Company Discretionary Contribution Account.

         (d) If a Participant receives a Non-Scheduled In-Service Withdrawal of
either all or a part of his or her Deferral Account and Company Discretionary
Contribution Account, the Participant will be ineligible to participate in the
Plan for the balance of the Plan Year and for the following Plan Year.

     6.3. HARDSHIP DISTRIBUTION.

     A Participant shall be permitted to elect a Hardship Distribution in
accordance with Section 1.2(v) of the Plan prior to the Payment Date, subject to
the following restrictions:

         (a) The election to take a Hardship Distribution shall be made by
filing a form provided by and filed with Committee prior to the end of any
calendar month.

         (b) The Committee shall have made a determination that the requested
distribution constitutes a Hardship Distribution in accordance with Section
1.2(v) of the Plan.

         (c) The amount determined by the Committee as a Hardship Distribution
shall be paid in a single lump sum as soon as practicable after the end of the
calendar month in which the Hardship Distribution election is made and approved
by the Committee.

         (d) If a Participant receives a Hardship Distribution, the Participant
will be ineligible to participate in the Plan for the balance of the Plan Year
and the following Plan Year.

     6.4. INABILITY TO LOCATE PARTICIPANT.

     In the event that the Committee is unable to locate a Participant or
Beneficiary within two (2) years following the required Payment Date, the amount
allocated to the Participant's Account shall be forfeited. If, after such
forfeiture, the Participant or Beneficiary later claims such benefit, such
benefit shall be reinstated without interest or earnings.

                                       13
<PAGE>

                                   ARTICLE VII

                                 ADMINISTRATION

     7.1. COMMITTEE.

     A Committee shall be appointed by, and serve at the pleasure of, the Board
of Directors. The number of members comprising the Committee shall be determined
by the Board which may from time to time vary the number of members. A member of
the Committee may resign by delivering a written notice of resignation to the
Chief Executive Officer. The Chief Executive Officer may remove any member of
the Committee by delivering a certified copy of its resolution of removal to
such member. Vacancies in the membership of the Committee shall be filled
promptly by the Chief Executive Officer.

     7.2. COMMITTEE ACTION.

     The Committee shall act at meetings by affirmative vote of a majority of
the members of the Committee. Any action permitted to be taken at a meeting may
be taken without a meeting if, prior to such action, a written consent to the
action is signed by all members of the Committee and such written consent is
filed with the minutes of the proceedings of the Committee. A member of the
Committee shall not vote or act upon any matter which relates solely to him or
herself as a Participant. The Chairman or any other member or members of the
Committee designated by the Chairman may execute any certificate or other
written direction on behalf of the Committee.

     7.3. POWERS AND DUTIES OF THE COMMITTEE.

              The Committee, on behalf of the Participants and their
Beneficiaries, shall enforce the Plan in accordance with its terms, shall be
charged with the general administration of the Plan, and shall have all powers
necessary to accomplish its purposes, including, but not by way of limitation,
the following:

              (1) To select the Funds in accordance with Section 3.2(b) hereof;

              (2) To construe and interpret the terms and provisions of this
Plan;

              (3) To compute and certify to the amount and kind of benefits
payable to Participants and their Beneficiaries;

              (4) To maintain all records that may be necessary for the
administration of the Plan;

              (5) To provide for the disclosure of all information and the
filing or provision of all reports and statements to Participants, Beneficiaries
or governmental agencies as shall be required by law;

                                       14
<PAGE>

              (6) To make and publish such rules for the regulation of the Plan
and procedures for the administration of the Plan as are not inconsistent with
the terms hereof;

              (7) To appoint a plan administrator or any other agent, and to
delegate to them such powers and duties in connection with the administration of
the Plan as the Committee may from time to time prescribe; and

              (8) To take all actions necessary for the administration of the
Plan, including determining the underlying funding instruments for benefits
under the Plan.

     7.4. CONSTRUCTION AND INTERPRETATION.

     The Committee shall have full discretion to construe and interpret the
terms and provisions of this Plan, which interpretations or construction shall
be final and binding on all parties, including but not limited to the Company
and any Participant or Beneficiary. The Committee shall administer such terms
and provisions in a uniform and nondiscriminatory manner and in full accordance
with any and all laws applicable to the Plan.

     7.5. INFORMATION.

     To enable the Committee to perform its functions, the Company shall supply
full and timely information to the Committee on all matters relating to the
Compensation of all Participants, their death or other events which cause
termination of their participation in this Plan, and such other pertinent facts
as the Committee may require.

     7.6. COMPENSATION, EXPENSES AND INDEMNITY.

         (a) The members of the Committee shall serve without compensation for
their services hereunder.

         (b) The Committee is authorized, at the expense of the Company, to
employ such legal counsel as it may deem advisable to assist in the performance
of its duties hereunder. Expenses and fees in connection with the administration
of the Plan shall be paid by the Company.

         (c) To the extent permitted by applicable state law, the Company shall
indemnify and save harmless the Committee and each member thereof, the Board of
Directors and any delegate of the Committee who is an employee of the Company
against any and all expenses, liabilities and claims, including legal fees, and
to defend against such liabilities and claims arising out of their discharge, in
good faith, of responsibilities under or incident to the Plan, other than
expenses and liabilities arising out of willful misconduct. This indemnity shall
not preclude such further indemnities as may be available under insurance
purchased by the Company or provided by the Company under any bylaw, agreement
or otherwise, as such indemnities are permitted under state law.

                                       15
<PAGE>

     7.7. QUARTERLY STATEMENTS.

     Under procedures established by the Committee, a Participant shall receive
a quarterly statement with respect to such Participant's Accounts.

     7.8. DISPUTES.

         (a)  CLAIM.

     A person who believes that he or she is being denied a benefit to which he
or she is entitled under this Agreement (hereinafter referred to as "Claimant")
may file a written request for such benefit with the Company, setting forth his
or her claim. The request must be addressed to the President of the Company at
its then principal place of business.

         (b)  CLAIM DECISION.

     Upon receipt of a claim, the Committee on behalf of the Company shall
advise the Claimant that a reply will be forthcoming within ninety (90) days and
shall, in fact, deliver such reply within such period. The Company may, however,
extend the reply period for an additional ninety (90) days for special
circumstances.

     If the claim is denied in whole or in part, the Company shall inform the
Claimant in writing, using language calculated to be understood by the Claimant,
setting forth: (A) the specified reason or reasons for such denial; (B) the
specific reference to pertinent provisions of this Agreement on which such
denial is based; (C) a description of any additional material or information
necessary for the Claimant to perfect his or her claim and an explanation of why
such material or such information is necessary; (D) appropriate information as
to the steps to be taken if the Claimant wishes to submit the claim for review;
and (E) the time limits for requesting a review under subsection (c).

         (c)  REQUEST FOR REVIEW.

     Within sixty (60) days after the receipt by the Claimant of the written
opinion described above, the Claimant may request in writing that the Committee
review the determination of the Company. Such request must be addressed to the
Secretary of the Company, at its then principal place of business. The Claimant
or his or her duly authorized representative may, but need not, review the
pertinent documents and submit issues and comments in writing for consideration
by the Committee. If the Claimant does not request a review within such sixty
(60) day period, he or she shall be barred and estopped from challenging the
Company's determination.

         (d)  REVIEW OF DECISION.

     Within sixty (60) days after the Committee's receipt of a request for
review, after considering all materials presented by the Claimant, the Committee
will inform the Claimant in writing, in a manner calculated to be understood by
the Claimant, the decision setting forth the
                                       16
<PAGE>

specific reasons for the decision containing specific references to the
pertinent provisions of this Agreement on which the decision is based. If
special circumstances require that the sixty (60) day time period be extended,
the Committee will so notify the Claimant and will render the decision as soon
as possible, but no later than one hundred twenty (120) days after receipt of
the request for review.

                                  ARTICLE VIII

                                  MISCELLANEOUS

     8.1. UNSECURED GENERAL CREDITOR.

     Participants and their Beneficiaries, heirs, successors, and assigns shall
have no legal or equitable rights, claims, or interest in any specific property
or assets of the Company. No assets of the Company shall be held in any way as
collateral security for the fulfilling of the obligations of the Company under
this Plan. Any and all of the Company's assets shall be, and remain, the general
unpledged, unrestricted assets of the Company. The Company's obligation under
the Plan shall be merely that of an unfunded and unsecured promise of the
Company to pay money in the future, and the rights of the Participants and
Beneficiaries shall be no greater than those of unsecured general creditors. It
is the intention of the Company that this Plan be unfunded for purposes of the
Code and for purposes of Title I of the Employee Retirement Income Security Act
of 1974.

     8.2. RESTRICTION AGAINST ASSIGNMENT.

     The Company shall pay all amounts payable hereunder only to the person or
persons designated by the Plan and not to any other person or corporation. No
part of a Participant's Accounts shall be liable for the debts, contracts, or
engagements or any Participant, his or her Beneficiary, or successors in
interest, nor shall a Participant's Accounts be subject to execution by levy,
attachment, or garnishment or by any other legal or equitable proceeding, nor
shall any such person have any right to alienate, anticipate, sell, transfer,
commute, pledge, encumber, or assign any benefits or payments hereunder in any
manner whatsoever. If any Participant, Beneficiary or successor in interest is
adjudicated bankrupt or purports to anticipate, alienate, sell, transfer,
commute, assign, pledge, encumber or charge any distribution or payment from the
Plan, voluntarily or involuntarily, the Committee, in its discretion, may cancel
such distribution or payment (or any part thereof) to or for the benefit of such
Participant, Beneficiary or successor in interest in such manner as the
Committee shall direct.

     8.3. WITHHOLDING.

     There shall be deducted from each payment made under the Plan or any other
Compensation payable to the Participant (or Beneficiary) all taxes which are
required to be withheld by the Company in respect to such payment or this Plan.
The Company shall have the right to reduce any payment (or Compensation) by the
amount of cash sufficient to provide the amount of said taxes.

                                       17
<PAGE>

     8.4. AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION.

     The Chief Executive Officer of the Company may amend, modify, suspend or
terminate the Plan in whole or in part, except that no amendment, modification,
suspension or termination shall have any retroactive effect to reduce any
amounts allocated to a Participant's Accounts. In the event that this Plan is
terminated, the amounts allocated to a Participant's Accounts shall be
distributed to the Participant or, in the event of his or her death, his or her
Beneficiary in a lump sum within thirty (30) days following the date of
termination.

     8.5. GOVERNING LAW.

     This Plan shall be construed, governed and administered in accordance with
the laws of the State of New York.

     8.6. RECEIPT OR RELEASE.

     Any payment to a Participant or the Participant's Beneficiary in accordance
with the provisions of the Plan shall, to the extent thereof, be in full
satisfaction of all claims against the Committee and the Company. The Committee
may require such Participant or Beneficiary, as a condition precedent to such
payment, to execute a receipt and release to such effect.

     8.7. PAYMENTS ON BEHALF OF PERSONS UNDER INCAPACITY.

     In the event that any amount becomes payable under the Plan to a person
who, in the sole judgment of the Committee, is considered by reason of physical
or mental condition to be unable to give a valid receipt therefor, the Committee
may direct that such payment be made to any person found by the Committee, in
its sole judgment, to have assumed the care of such person. Any payment made
pursuant to such determination shall constitute a full release and discharge of
the Committee and the Company.

     8.8. LIMITATION OF RIGHTS AND EMPLOYMENT RELATIONSHIP.

     Neither the establishment of the Plan and Trust nor any modification
thereof, nor the creating of any fund or account, nor the payment of any
benefits shall be construed as giving to any Participant or other person any
legal or equitable right against the Company or the Trustee of the Trust except
as provided in the Plan and Trust; and in no event shall the terms of employment
or service of any Employee or Participant be modified or in any way be affected
by the provisions of the Plan and Trust.

                                       18
<PAGE>

     8.9. HEADINGS.

     Headings and subheadings in this Plan are inserted for convenience of
reference only and are not to be considered in the construction of the
provisions hereof.

     IN WITNESS WHEREOF, the Company has caused this document to be executed by
its duly authorized officer on this 17th day of December, 1999.

                                       CH ENERGY GROUP, INC.

                                       By: _____________________________________



                                       19
<PAGE>


                              CH ENERGY GROUP, INC.

                                  AMENDMENT TO
               DIRECTORS AND EXECUTIVES DEFERRED COMPENSATION PLAN

         WHEREAS, CH Energy Group, Inc. ("Energy Group") maintains its Directors
and Executives Deferred Compensation Plan, in the form effective as of January
1, 2000 ("Plan"),

         WHEREAS, Energy Group wishes to amend the Plan (i) with respect to the
duration of an election to defer Compensation under the Plan, (ii) to permit
deferral under the Plan of benefits payable under Energy Group's Supplementary
Retirement Plan, and (iii) to make certain technical changes,

         NOW, THEREFORE, in furtherance of such goal and pursuant to authority
of the Board of Directors of Energy Group granted on June 22, 2001, Energy Group
hereby amends and, as amended, restates the Plan, as attached, effective July 1,
2001:

      1. A new Section 1.2(h) is added to Article I to read as follows:

         "(h) 'Change of Control Termination' shall mean any termination of a
         Participant's employment that gives rise to severance pay under such
         Participant's Change of Control Employment Agreement entered into with
         the Company, regardless of whether or not such termination of
         employment occurs after such Participant's attainment of age 55."
         and  all  following   sections  of  Article  I  are   redesignated  and
         consecutively re-lettered.


      2. Article I, Section 1.2(n) is amended to read as follows:

         "(n) 'Compensation' shall mean Base Salary, Bonuses, Supplementary
         Retirement Plan Payments, Change of Control Payments, and Directors
         Fees that the Participant

                                                                               1
<PAGE>

         is entitled to receive for services rendered to the Company."

     3.  Article I, Section 1.2(s) is amended to add "who is not an employee of
         the Company." to the end of the last sentence.


     4.  Article I, Section 1.2(z) is amended to read as follows:

         "(z) 'Long Term Disability' shall be a disability of an Eligible
         Employee where such employee is totally and permanently unable to
         continue in active employment in any position with the Company as a
         result of injury or illness, as determined by the Company."

     5.  Article I, Section 1.2(cc) is amended to add the words "or service"
         after the word "employment".

     6.  Article I, Section 1.2(ee) is amended to read as follows:

         "(ee) 'Plan Year' shall mean the twelve (12)  consecutive  month period
         beginning on each January 1 and ending on each December 31."

     7.  Article I, Section 1.2 (ff) is amended to read as follows:

         "(ff) 'Retirement' shall mean (i) with respect to any Participant who
         is an Eligible Employee, such Participant's termination of employment
         (other than in a Change of Control Termination) with the Company on or
         after age fifty-five (55), and (ii) with respect to any Participant who
         is an Eligible Director, such Participant's cessation of service with
         the Company for any reason."

     8.  Article I, Section 1.2(gg) is amended to read as follows:

         "(gg) 'Scheduled In-Service Withdrawal Date' shall be the distribution
         date elected by the Participant for an in-service withdrawal of all
         amounts of Compensation deferred and Company Discretionary Contribution
         amounts, as set forth on the election form last submitted to the
         Company, and earnings and losses attributable thereto."

     9.  New Sections 1.2(hh) and (ii) are added to Article I to read as
         follows:

                                                                               2
<PAGE>

         "(hh) 'Supplementary Retirement Plan' shall mean the Supplementary
         Retirement Plan of the Company now in effect or as amended from time to
         time." (ii) 'Supplementary Retirement Plan Payments' shall mean benefit
         payments payable under the Supplementary Retirement Plan."

         and current Sections 1.2(ii) and (jj) are redesignated Sections
         1.2(jj) and (kk), respectively:


     10. The first sentence of Article III, Section 3.1(a) is amended by adding
         "Supplementary Retirement Plan Payments and/or" before "Change of
         Control Payments".

     11. Article III, Section 3.1(b) is amended to read as follows:

         "(b) GENERAL RULE. The amount of Compensation which an Eligible
         Individual may elect to defer is such Compensation earned on or after
         the time at which the Eligible Individual elects to defer Compensation
         in accordance with Sections 1.2(w) and 3.1(a). The amount elected by an
         Eligible Employee shall be a percentage of Base Salary, Bonuses,
         Supplementary Retirement Plan Payments and Change of Control Payments.
         The Eligible Employee's Base Salary deferral election shall not exceed
         50% of the Eligible Employee's Base Salary. The Eligible Employee's
         Bonuses, Supplementary Retirement Plan Payments and Change of Control
         Payments can be deferred up to 100%. In addition, the Committee may, in
         its sole and absolute discretion, further limit deferrals for income
         tax withholding and employee benefit plan withholding requirements. An
         Eligible Director may defer up to 100% of his or her Director's Fees.
         The minimum contribution which may be made in any Plan Year by an
         Eligible Individual shall not be less than $5,000."

     12. Article III, Section 3.1(c) of the Plan is amended to read as follows:

         "(c) DURATION OF COMPENSATION DEFERRAL ELECTION. An Eligible Employee's
         initial election to defer Base Salary must be filed on or before
         December 20 and is to be effective for the first day of the next
         following Plan Year. An Eligible Employee may renew, increase, decrease
         or terminate a deferral election with respect to Base Salary, Bonuses,
         Supplementary Retirement Plan Payments and/or Change of Control
         Payments for any subsequent Plan Year by filing a new election on or
         before December 20, which election shall be effective on the first day
         of the next following Plan Year. Any subsequent election with respect
         to Bonuses must be filed by December 20 of the year prior to the year
         in which the Bonuses are earned. An Eligible Employee's election with
         respect to Change of
                                                                               3
<PAGE>


         Control Payments must be made on or before December 20 and shall be
         effective on the first day of the next following Plan Year.

            All elections under this Section 3.1 shall continue until changed in
         writing by the Eligible Individual, such change to be effective as of
         the first day of the next following Plan Year. In the case of an
         employee or director who becomes an Eligible Individual on or after
         January 1, such Eligible Individual shall have thirty (30) days from
         the date he or she has become an Eligible Individual to make an Initial
         Election with respect to amounts capable of being deferred under the
         Plan. Such election shall be for the remainder of the Plan Year.
         Notwithstanding the foregoing, the election under which a distribution
         under the Plan will be made must be in place at least twelve (12)
         months prior to receipt of the distribution or the immediately prior
         election option will prevail."

     13. Article III, Section 3.2(b) is amended to read as follows:

         "(b) The Committee shall select from time to time, in its sole
         discretion, a commercially available investment fund of each of the
         types provided under the Plan to be the Funds. The Rate of Return of
         each such commercially available investment fund shall be used to
         determine the amount of earnings or losses to be credited to
         Participant's Account under Article IV."

     14. Article IV, Section 4.2(c) is amended to read as follows:

         "(c) In the event a Participant elects that the Company Discretionary
         Contribution Amount for a given Plan Year have a Scheduled In-Service
         Withdrawal Date, all amounts attributed to the Company Discretionary
         Contribution Amount for such Plan Year shall be accounted for in a
         manner which allows separate accounting for the Company Discretionary
         Contribution Amount and investment gains and losses associated with
         such Plan Year's Company Discretionary Contribution Amount."

     15. Article VI, Section 6.1(a) is amended to read as follows:

                  "(a) DISTRIBUTION WITHOUT SCHEDULED IN-SERVICE WITHDRAWAL
         Date. In the case of a Participant who terminates employment due to a
         Change of Control Termination or Long Term Disability, or who
         terminates employment or service due to Retirement, the Distributable
         Amount shall be paid to the Participant (and after his or her death to
         his or her Beneficiary) in the form of substantially equal quarterly
         installments over fifteen (15) years beginning on his

                                                                               4
<PAGE>

         or her Payment Date. Notwithstanding the foregoing, a Participant
         described in the preceding sentence may elect from among the following
         optional forms of benefit in accordance with the procedures set forth
         below:

                       (1) A lump sum payment on the Participant's Payment Date;

                       (2) Substantially equal quarterly installments over five
         (5) years beginning on the Participant's Payment Date; and

                       (3) Substantially equal quarterly installments over ten
         (10) years beginning on the Participant's Payment Date;

                  Elections regarding the form of distributions to be made
         following Retirement or Long Term Disability shall be made on a
         Retirement/Long Term Disability election form provided to the Company
         together with deferral elections made under the provisions of Article
         III (3.1) hereof, and may be changed or revoked at any time or from
         time to time, but in no event less than one year prior to the
         Participant's Retirement or Long Term Disability. The Committee may
         determine, from time to time, whether or not and on what terms and
         conditions elections regarding the form of distributions to be made
         following a Change of Control Termination may be made, and shall
         establish such forms and procedures for, and rules regarding changes
         and revocations of, such elections as the Committee shall from time to
         time determine to be appropriate.

                  All elections under this Section 3.1 shall continue in effect
         unless and until a change or revocation thereof becomes effective in
         accordance with the foregoing.

                  Notwithstanding any provision to the contrary, in the event a
         Participant's Distributable Amount is less than $25,000, such
         Distributable Amount shall be distributed to the Participant or his or
         her Beneficiary in a lump sum.

                  In the event of termination of employment or service for any
         other reason, distribution to the Participant shall be made in a lump
         sum on his or her Payment Date.

                  The Participant's Accounts shall continue to be credited with
         earnings pursuant to Section 4.1 of the Plan until all amounts credited
         to his or her Accounts under the Plan have been distributed."

                                                                               5
<PAGE>

     16. The first sentence of Article VI, Section 6.1 (b) is amended to add the
         words "or service" after the word "employ".

     17. The penultimate  and last sentences in Article VI, Section 6.1(b) shall
         be amended to read:

         "The Participant shall have the right to twice modify any Plan Year's
         Scheduled In-Service Withdrawal Date. In the event a Participant
         terminates employment or service with the Company prior to a Scheduled
         In-Service Withdrawal Date, Section 6.1(a) will govern distributions
         under this Plan."

     18. Article VI, Section 6.1(c) shall be amended to read as follows:

         "(c) DEATH BENEFIT. In the event a Participant dies after he or she has
         retired from the Company and still has a balance in his or her Account,
         the balance shall continue to be paid to the Participant's Beneficiary
         in quarterly installments for the remainder of the period as elected by
         the Participant. In the event a Participant dies while in the active
         employment or service of the Company, the Participant's Account
         balance, whether or not vested, will be paid in a lump sum to the
         Participant's Beneficiary."

     19. Article VII, Section 7.3(8) shall be amended to read as follows:

         "(8) To take all actions necessary for the administration of the Plan,
         including determining the underlying funding instruments for benefits
         under the Plan."

     Pursuant to said authorization of the Board of Directors of Energy
Group, I have executed this Amendment to the Directors and Executive Deferred
Compensation Plan of Energy Group this 22nd day of June, 2001.

                                                                               6
<PAGE>

                                                    /S/ PAUL J. GANCI
                                               -----------------------------
                                                     Paul J. Ganci
                                                Chairman of the Board and
                                                 Chief Executive Officer