Exhibit (10)(iii)15)
                              EMPLOYMENT AGREEMENT

     AGREEMENT by and between Central Hudson Gas & Electric  Corporation,  a New
York  corporation  (the  "Company") and _________  _________ (the  "Executive"),
dated as of the 1st day of December, 1998.

     The Board of Directors of the Company (the "Board"), has determined that it
is in the best interests of the Company and its  shareholders to assure that the
Company will have the continued dedication of the Executive, notwithstanding the
possibility,  threat or occurrence of a Change of Control (as defined  below) of
the Company.  The Board  believes it is  imperative  to diminish the  inevitable
distraction of the Executive by virtue of the personal  uncertainties  and risks
created  by a pending  or  threatened  Change of Control  and to  encourage  the
Executive's  full attention and  dedication to the Company  currently and in the
event of any  threatened  or  pending  Change of  Control,  and to  provide  the
Executive with  compensation and benefits  arrangements upon a Change of Control
which ensure that the  compensation  and benefits  expectations of the Executive
will be satisfied and which are  competitive  with those of other  corporations.
Therefore,  in order to accomplish  these  objectives,  the Board has caused the
Company to enter into this Agreement.

  NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

     1. Certain Definitions.  (a) The "Effective Date" shall mean the first date
during  the Change of Control  Period  (as  defined in Section  1(b)) on which a
Change of Control (as defined in Section 2) occurs.  Anything in this  Agreement
to the  contrary  notwithstanding,  if a Change  of  Control  occurs  and if the
Executive's employment with the Company is terminated prior to the date on which
the  Change of  Control  occurs,  and if it is  reasonably  demonstrated  by the
Executive that such  termination of employment (i) was at the request of a third
party who has taken steps reasonably calculated to effect a Change of Control or
(ii) otherwise  arose in connection with or anticipation of a Change of Control,
then for all purposes of this Agreement the "Effective Date" shall mean the date
immediately prior to the date of such termination of employment.

     (b) The "Change of Control Period" shall mean the period  commencing on the
date hereof and ending on July 31, 1999; provided,  however,  that commencing on
July 31, 1999,  and on each annual  anniversary of such date (such date and each
annual  anniversary  thereof  shall be  hereinafter  referred to as the "Renewal
Date"),  unless  previously  terminated,  the Change of Control  Period shall be
automatically  extended  so as to  terminate  one year from such  Renewal  Date,
unless at least 60 days prior to the Renewal Date the Company  shall give notice
to the  Executive  that the Change of Control  Period  shall not be so extended;
provided,  that  such a  notice  shall  be null  and  void  if it is  reasonably
demonstrated by the Executive that such notice was given (i) at the request of a
third  party who has taken  steps  reasonably  calculated  to effect a Change of
Control or (ii)  otherwise in  connection  with or  anticipation  of a Change of
Control.

     
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     (c) The "Multiple" shall mean three.

     2.  Change of  Control.  For the  purpose of this  Agreement,  a "Change of
Control" shall mean:

     (a) The acquisition by any individual,  entity or group (within the meaning
of Section  13(d)(3) or  14(d)(2) of the  Securities  Exchange  Act of 1934,  as
amended (the "Exchange Act")) (a "Person") of beneficial  ownership  (within the
meaning  of Rule 13d-3  promulgated  under the  Exchange  Act) of 20% or more of
either  (x) the then  outstanding  shares of common  stock of 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  (a), 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 (c) of this Section 2; or

     (b)  Individuals  who,  as of the date  hereof,  constitute  the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board; provided,  however, that any individual becoming a director subsequent to
the date hereof whose  election,  or  nomination  for election by the  Company's
shareholders,  was  approved by a vote of at least a majority  of the  directors
then  comprising  the  Incumbent  Board  shall  be  considered  as  though  such
individual  were a  member  of the  Incumbent  Board,  but  excluding,  for this
purpose,  any such  individual  whose  initial  assumption of office occurs as a
result of an actual or threatened  election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or

     (c)  Consummation of a  reorganization,  merger or consolidation or sale or
other  disposition of all or  substantially  all of the assets of 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  shares  of common  stock and the  combined
voting  power  of the  then  outstanding  voting  securities  entitled  to  vote
generally in the election of directors,  as the case may be, of the  corporation
resulting  from such Business  Combination  (including,  without  limitation,  a
corporation  which as a result of such  transaction  owns 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

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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

     (d) Approval by the  shareholders of the Company of a complete  liquidation
or dissolution of the Company.

     3. Employment  Period.  The Company hereby agrees to continue the Executive
in its employ,  and the  Executive  hereby agrees to remain in the employ of the
Company  subject to the terms and conditions of this  Agreement,  for the period
commencing on the  Effective  Date and ending on the third  anniversary  of such
date (the "Employment Period").

     4. Terms of Employment.  (a) Position and Duties. (i) During the Employment
Period,  (A) the Executive's  position  (including status,  offices,  titles and
reporting  requirements),  authority,  duties and  responsibilities  shall be at
least  commensurate in all material  respects with the most significant of those
held,  exercised and assigned at any time during the 120-day period  immediately
preceding the Effective Date and (B) the Executive's services shall be performed
at the location  where the  Executive  was employed  immediately  preceding  the
Effective Date or any office or location within the Company's  service territory
(as it  existed  immediately  before the  Effective  Date);  provided,  that the
Executive  may be required to relocate  outside  such  service  territory if the
Company provides the Executive with relocation benefits at least as favorable as
those that would have been provided under the Company's  relocation policy as in
effect immediately before the Effective Date.

     (ii) During the  Employment  Period,  and excluding any periods of vacation
and sick leave to which the  Executive  is  entitled,  the  Executive  agrees to
devote  reasonable  attention  and  time  during  normal  business  hours to the
business  and affairs of the Company  and, to the extent  necessary to discharge
the responsibilities assigned to the Executive hereunder, to use the Executive's
reasonable   best   efforts  to  perform   faithfully   and   efficiently   such
responsibilities.  During the  Employment  Period it shall not be a violation of
this Agreement for the Executive to (A) serve on corporate,  civic or charitable
boards or committees,  (B) deliver  lectures,  fulfill  speaking  engagements or
teach at educational  institutions and (C) manage personal investments,  so long
as such  activities do not  significantly  interfere with the performance of the
Executive's  responsibilities  as an employee of the Company in accordance  with
this  Agreement.  It is expressly  understood and agreed that to the extent that
any such  activities have been conducted by the Executive prior to the Effective
Date,  the continued  conduct of such  activities  (or the conduct of activities
similar in nature and scope thereto) subsequent to the Effective Date shall

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not  thereafter  be  deemed  to  interfere  with  the  performance  of  the
Executive's responsibilities to the Company.

     (b)  Compensation.  (i) Base  Salary.  During the  Employment  Period,  the
Executive  shall  receive an annual base salary  ("Annual Base  Salary"),  which
shall be paid at a monthly  rate,  at least  equal to twelve  times the  highest
monthly  base salary paid or payable,  including  any base salary which has been
earned  but  deferred,  to the  Executive  by the  Company  and  its  affiliated
companies in respect of the twelve-month period immediately  preceding the month
in which the Effective  Date occurs.  During the Employment  Period,  the Annual
Base  Salary  shall be  reviewed  no more than 12 months  after the last  salary
increase  awarded to the Executive prior to the Effective Date and thereafter at
least  annually.  Any increase in Annual Base Salary shall not serve to limit or
reduce any other  obligation to the Executive under this Agreement.  Annual Base
Salary  shall not be reduced  after any such  increase  and the term Annual Base
Salary as  utilized  in this  Agreement  shall refer to Annual Base Salary as so
increased.  As used in this Agreement,  the term  "affiliated  companies"  shall
include any company  controlled by, controlling or under common control with the
Company.

     (ii) Annual Bonus.  In addition to Annual Base Salary,  the Executive shall
be awarded,  for each fiscal year ending during the Employment Period, an annual
bonus (the  "Annual  Bonus") in cash at least equal to the  Executive's  highest
bonus under the Company's Management  Incentive Plan, or Executive  Compensation
Plan, as  applicable,  or any comparable  annual bonus under any  predecessor or
successor plan, for the last three full fiscal years prior to the Effective Date
(annualized  in the event that the Executive was not employed by the Company for
the whole of such fiscal year) (the  "Recent  Annual  Bonus").  Each such Annual
Bonus  shall be paid no later than the end of the third month of the fiscal year
next following the fiscal year for which the Annual Bonus is awarded.

     (iii)  Incentive,  Savings  and  Retirement  Plans.  During the  Employment
Period, the Executive shall be entitled to participate in all incentive, savings
and retirement plans,  practices,  policies and programs applicable generally to
other peer  executives of the Company and its  affiliated  companies,  but in no
event shall such plans,  practices,  policies and programs provide the Executive
with incentive  opportunities (measured with respect to both regular and special
incentive  opportunities,  to the  extent,  if any,  that  such  distinction  is
applicable), savings opportunities and retirement benefit opportunities, in each
case,  less  favorable,  in the  aggregate,  than  the most  favorable  of those
provided by the Company and its  affiliated  companies for the  Executive  under
such plans, practices, policies and programs as in effect at any time during the
120-day period immediately  preceding the Effective Date or if more favorable to
the Executive,  those provided generally at any time after the Effective Date to
other peer executives of the Company and its affiliated companies.

     (iv) Welfare  Benefit Plans.  During the Employment  Period,  the Executive
and/or  the  Executive's  family,  as the case may be,  shall  be  eligible  for
participation  in and shall receive all benefits  under welfare  benefit  plans,
practices, policies and programs provided by the

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Company  and  its  affiliated  companies  (including,  without  limitation,
medical, prescription, dental, disability, employee life, group life, accidental
death and travel accident insurance plans and programs) to the extent applicable
generally to other peer executives of the Company and its affiliated  companies,
but in no event shall such plans,  practices,  policies and programs provide the
Executive with benefits  which are less  favorable,  in the aggregate,  than the
most favorable of such plans, practices, policies and programs in effect for the
Executive  at any time  during the  120-day  period  immediately  preceding  the
Effective Date or, if more favorable to the Executive,  those provided generally
at any time after the Effective Date to other peer executives of the Company and
its affiliated companies.

     (v) Expenses. During the Employment Period, the Executive shall be entitled
to receive  prompt  reimbursement  for all reasonable  expenses  incurred by the
Executive  in  accordance  with  the  most  favorable  policies,  practices  and
procedures  of the  Company  and its  affiliated  companies  in  effect  for the
Executive  at any time  during the  120-day  period  immediately  preceding  the
Effective Date or, if more favorable to the Executive, as in effect generally at
any time thereafter with respect to other peer executives of the Company and its
affiliated companies.

     (vi) Fringe Benefits.  During the Employment Period, the Executive shall be
entitled to fringe benefits, including, without limitation, use of an automobile
and payment of related  expenses,  in accordance with the most favorable  plans,
practices,  programs and policies of the Company and its affiliated companies in
effect for the  Executive  at any time  during the  120-day  period  immediately
preceding  the  Effective  Date or, if more  favorable to the  Executive,  as in
effect generally at any time thereafter with respect to other peer executives of
the Company and its affiliated companies.

     (vii) Office and Support Staff. During the Employment Period, the Executive
shall be  entitled  to an office and  support  staff at least  equal to the most
favorable  of the  foregoing  provided to the  Executive  by the Company and its
affiliated companies at any time during the 120-day period immediately preceding
the Effective Date or, if more favorable to the Executive, as provided generally
at any time  thereafter with respect to other peer executives of the Company and
its affiliated companies.

     (viii)Vacation.  During  the  Employment  Period,  the  Executive  shall be
entitled to paid vacation in accordance with the most favorable plans, policies,
programs and practices of the Company and its affiliated  companies as in effect
for the Executive at any time during the 120-day  period  immediately  preceding
the  Effective  Date  or,  if more  favorable  to the  Executive,  as in  effect
generally at any time  thereafter  with respect to other peer  executives of the
Company and its affiliated companies.

     5.  Termination of Employment.  (a) Death or  Disability.  The  Executive's
employment shall terminate  automatically  upon the Executive's death during the
Employment  Period. If the Company  determines in good faith that the Disability
of the Executive has

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occurred  during the  Employment  Period  (pursuant  to the  definition  of
Disability  set forth  below),  it may give to the Executive  written  notice in
accordance  with Section  12(b) of this  Agreement of its intention to terminate
the Executive's  employment.  In such event, the Executive's employment with the
Company shall  terminate  effective on the 30th day after receipt of such notice
by the Executive (the "Disability Effective Date"), provided that, within the 30
days after such  receipt,  the  Executive  shall not have  returned to full-time
performance  of  the  Executive's   duties.  For  purposes  of  this  Agreement,
"Disability" shall mean the absence of the Executive from the Executive's duties
with the Company on a full-time  basis for 180  consecutive  business  days as a
result of incapacity due to mental or physical illness which is determined to be
total and  permanent by a physician  selected by the Company or its insurers and
acceptable to the Executive or the Executive's legal representative.

     (b) Cause. The Company may terminate the Executive's  employment during the
Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean:

          (i) the  willful and  continued  failure of the  Executive  to perform
     substantially  the  Executive's  duties  with  the  Company  or  one of its
     affiliates  (other than any such failure  resulting from  incapacity due to
     physical  or  mental  illness),  after a  written  demand  for  substantial
     performance  is  delivered  to the  Executive  by the  Board  or the  Chief
     Executive Officer of the Company which  specifically  identifies the manner
     in which the Board or Chief Executive  Officer  believes that the Executive
     has not substantially performed the Executive's duties, or

          (ii) the willful engaging by the Executive in illegal conduct or gross
     misconduct which is materially and demonstrably injurious to the Company.

     For  purposes of this  provision,  no act or failure to act, on the part of
the Executive, shall be considered "willful" unless it is done, or omitted to be
done,  by the  Executive  in bad faith or  without  reasonable  belief  that the
Executive's  action or omission was in the best  interests  of the Company.  Any
act, or failure to act, based upon authority given pursuant to a resolution duly
adopted by the Board or upon the instructions of the Chief Executive  Officer or
a senior  officer of the  Company  or based  upon the advice of counsel  for the
Company shall be conclusively presumed to be done, or omitted to be done, by the
Executive in good faith and in the best interests of the Company.  The cessation
of employment  of the  Executive  shall not be deemed to be for Cause unless and
until there shall have been  delivered  to the  Executive a copy of a resolution
duly  adopted by the  affirmative  vote of not less than  three-quarters  of the
entire  membership  of the Board at a meeting  of the Board  called and held for
such  purpose  (after  reasonable  notice is provided to the  Executive  and the
Executive is given an opportunity, together with counsel, to be heard before the
Board),  finding that, in the good faith opinion of the Board,  the Executive is
guilty  of the  conduct  described  in  subparagraph  (i)  or  (ii)  above,  and
specifying the particulars thereof in detail.

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     (c) Good  Reason.  The  Executive's  employment  may be  terminated  by the
Executive for Good Reason.  For purposes of this Agreement,  "Good Reason" shall
mean:

          (i) the assignment to the Executive of any duties  inconsistent in any
     respect with the Executive's  position (including status,  offices,  titles
     and  reporting  requirements),  authority,  duties or  responsibilities  as
     contemplated by Section 4(a) of this Agreement,  or any other action by the
     Company which results in a diminution in such position,  authority,  duties
     or responsibilities,  excluding for this purpose an isolated, insubstantial
     and inadvertent  action not taken in bad faith and which is remedied by the
     Company promptly after receipt of notice thereof given by the Executive;

          (ii) any failure by the  Company to comply with any of the  provisions
     of Section 4(b) of this  Agreement,  other than an isolated,  insubstantial
     and inadvertent failure not occurring in bad faith and which is remedied by
     the  Company  promptly  after  receipt  of  notice  thereof  given  by  the
     Executive;

          (iii) the Company's  requiring the Executive to be based at any office
     or  location  other than as provided  in Section  4(a)(i)(B)  hereof or the
     Company's  requiring  the  Executive  to travel on  Company  business  to a
     substantially  greater  extent  than  required  immediately  prior  to  the
     Effective Date;

          (iv) any  purported  termination  by the  Company  of the  Executive's
     employment otherwise than as expressly permitted by this Agreement; or

          (v) any  failure by the  Company to comply  with and  satisfy  Section
     11(c) of this Agreement.

     For purposes of this Section 5(c),  any good faith  determination  of "Good
Reason" made by the Executive shall be conclusive. Anything in this Agreement to
the contrary  notwithstanding,  a  termination  by the  Executive for any reason
during the 30-day  period  immediately  following the first  anniversary  of the
Effective  Date  shall be deemed to be a  termination  for Good  Reason  for all
purposes of this Agreement.

     (d) Notice of Termination.  Any termination by the Company for Cause, or by
the Executive for Good Reason, shall be communicated by Notice of Termination to
the other party hereto given in accordance with Section 12(b) of this Agreement.
For purposes of this Agreement, a "Notice of Termination" means a written notice
which (i) indicates the specific termination  provision in this Agreement relied
upon, (ii) to the extent  applicable,  sets forth in reasonable detail the facts
and circumstances  claimed to provide a basis for termination of the Executive's
employment under the provision so indicated and (iii) if the Date of Termination
(as defined  below) is other than the date of receipt of such notice,  specifies
the  termination  date  (which date shall be not more than thirty days after the
giving of such notice). The failure by the Executive or the Company to set forth
in the Notice of Termination any fact or circumstance

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which  contributes to a showing of Good Reason or Cause shall not waive any
right of the Executive or the Company,  respectively,  hereunder or preclude the
Executive or the Company, respectively, from asserting such fact or circumstance
in enforcing the Executive's or the Company's rights hereunder.

     (e) Date of Termination. "Date of Termination" means (i) if the Executive's
employment is terminated by the Company for Cause,  or by the Executive for Good
Reason,  the date of  receipt  of the  Notice of  Termination  or any later date
specified  therein,  as the case may be, (ii) if the  Executive's  employment is
terminated  by the  Company  other  than for  Cause or  Disability,  the Date of
Termination  shall be the date on which the Company  notifies  the  Executive of
such termination and (iii) if the Executive's employment is terminated by reason
of death or Disability,  the Date of  Termination  shall be the date of death of
the Executive or the Disability Effective Date, as the case may be.

     6. Obligations of the Company upon Termination. (a) Good Reason; Other Than
for Cause,  Death or Disability.  If, during the Employment  Period, the Company
shall terminate the Executive's employment other than for Cause or Disability or
the Executive shall terminate employment for Good Reason:

     (i) the Company  shall pay to the Executive in a lump sum in cash within 30
days after the Date of Termination the aggregate of the following amounts:

               A. the sum of (1) the Executive's  Annual Base Salary through the
          Date of  Termination  to the  extent  not  theretofore  paid,  (2) the
          product of (x) the higher of (I) the Recent  Annual Bonus and (II) the
          Annual Bonus paid or payable,  including any bonus or portion  thereof
          which has been earned but deferred (and annualized for any fiscal year
          consisting  of less  than  twelve  full  months  or  during  which the
          Executive was employed for less than twelve full months), for the most
          recently  completed fiscal year during the Employment  Period,  if any
          (such higher amount being  referred to as the "Highest  Annual Bonus")
          and (y) a fraction,  the  numerator  of which is the number of days in
          the current  fiscal  year  through  the Date of  Termination,  and the
          denominator of which is 365 and (3) any accrued  vacation pay, in each
          case to the  extent  not  theretofore  paid  (the  sum of the  amounts
          described in clauses (1), (2), and (3) shall be  hereinafter  referred
          to as the "Accrued Obligations"); and

               B. the amount  equal to the product of (1) the  Multiple  and (2)
          the sum of (x) the Executive's  Annual Base Salary and (y) the Highest
          Annual Bonus;

     (ii) for a number of years after the Executive's Date of Termination  equal
to the  Multiple,  or such longer  period as may be provided by the terms of the
appropriate  plan,  program,  practice  or policy,  the Company  shall  continue
benefits to the Executive and/or the Executive's  family at least equal to those
which would have been provided to

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them in  accordance  with  the  plans,  programs,  practices  and  policies
described in Section  4(b)(iv) of this Agreement if the  Executive's  employment
had not been  terminated or, if more  favorable to the  Executive,  as in effect
generally at any time  thereafter  with respect to other peer  executives of the
Company and its affiliated companies and their families, provided, however, that
if the Executive  becomes  reemployed  with another  employer and is eligible to
receive medical or other welfare benefits under another employer  provided plan,
the medical and other welfare  benefits  described  herein shall be secondary to
those  provided  under  such  other  plan  during  such  applicable   period  of
eligibility.  For  purposes  of  determining  eligibility  (but  not the time of
commencement of benefits) of the Executive for retiree benefits pursuant to such
plans,  practices,  programs and policies,  the Executive shall be considered to
have remained  employed until the expiration of a number of years after the Date
of Termination equal to the Multiple and to have retired on the last day of such
period;

     (iii) the  Company  shall,  at its sole  expense as  incurred,  provide the
Executive with out placement  services from a recognized  out placement  service
provider,  the scope of which  shall be selected  by the  Executive  in his sole
discretion but the cost to the Company of which shall not exceed $30,000; and

     (iv) to the extent not  theretofore  paid or  provided,  the Company  shall
timely pay or provide to the Executive any other amounts or benefits required to
be paid or provided  or which the  Executive  is  eligible to receive  under any
plan,  program,  policy or practice or contract or  agreement of the Company and
its affiliated  companies  (such other amounts and benefits shall be hereinafter
referred to as the "Other Benefits").

               (b) Death. If the Executive's  employment is terminated by reason
          of the Executive's death during the Employment Period,  this Agreement
          shall terminate  without further  obligations to the Executive's legal
          representatives  under  this  Agreement,  other  than for  payment  of
          Accrued  Obligations  and the  timely  payment or  provision  of Other
          Benefits.  Accrued Obligations shall be paid to the Executive's estate
          or beneficiary, as applicable, in a lump sum in cash within 30 days of
          the  Date of  Termination.  With  respect  to the  provision  of Other
          Benefits,  the term Other  Benefits as utilized in this  Section  6(b)
          shall include,  without limitation,  and the Executive's estate and/or
          beneficiaries shall be entitled to receive, benefits at least equal to
          the most  favorable  benefits  provided by the Company and  affiliated
          companies to the estates and  beneficiaries  of peer executives of the
          Company and such  affiliated  companies  under such  plans,  programs,
          practices  and  policies  relating  to death  benefits,  if any, as in
          effect with respect to other peer  executives and their  beneficiaries
          at any time  during  the  120-day  period  immediately  preceding  the
          Effective Date or, if more favorable to the Executive's  estate and/or
          the  Executive's  beneficiaries,  as in  effect  on  the  date  of the
          Executive's death with respect to other peer executives of the Company
          and its affiliated companies and their beneficiaries.

               (c) Disability.  If the  Executive's  employment is terminated by
          reason of the  Executive's  Disability  during the Employment  Period,
          this Agreement shall terminate as of the

                                     9

<PAGE>



          Disability  Effective Date,  without  further  obligations to the
          Executive,  other  than for  payment of  Accrued  Obligations  and the
          timely  payment or provision of Other  Benefits.  Accrued  Obligations
          shall be paid to the Executive in a lump sum in cash within 30 days of
          the  Date of  Termination.  With  respect  to the  provision  of Other
          Benefits,  the term Other  Benefits as utilized in this  Section  6(c)
          shall  include,   and  the  Executive  shall  be  entitled  after  the
          Disability Effective Date to receive, disability and other benefits at
          least equal to the most favorable of those  generally  provided by the
          Company and its  affiliated  companies to disabled  executives  and/or
          their families in accordance with such plans, programs,  practices and
          policies  relating to disability,  if any, as in effect generally with
          respect to other peer executives and their families at any time during
          the 120-day  period  immediately  preceding the Effective  Date or, if
          more favorable to the Executive and/or the Executive's  family,  as in
          effect at any time  thereafter  generally  with  respect to other peer
          executives  of the  Company  and its  affiliated  companies  and their
          families.

               (d)  Cause;  Other  than  for  Good  Reason.  If the  Executive's
          employment shall be terminated for Cause during the Employment Period,
          this Agreement  shall  terminate  without  further  obligations to the
          Executive  other than the  obligation  to pay to the Executive (x) his
          Annual Base Salary through the Date of Termination,  (y) the amount of
          any compensation  previously deferred by the Executive,  and (z) Other
          Benefits,  in  each  case to the  extent  theretofore  unpaid.  If the
          Executive  voluntarily  terminates  employment  during the  Employment
          Period,  excluding a termination for Good Reason, this Agreement shall
          terminate without further obligations to the Executive, other than for
          Accrued  Obligations  and the  timely  payment or  provision  of Other
          Benefits.  In such case, all Accrued  Obligations shall be paid to the
          Executive  in a lump  sum in  cash  within  30  days  of the  Date  of
          Termination.

     7.  Non-exclusivity  of Rights.  Nothing in this Agreement shall prevent or
limit the Executive's  continuing or future  participation in any plan, program,
policy or practice  provided by the Company or any of its  affiliated  companies
and for which the Executive may qualify,  nor,  subject to Section 12(f),  shall
anything herein limit or otherwise  affect such rights as the Executive may have
under any  contract  or  agreement  with the  Company  or any of its  affiliated
companies. Amounts which are vested benefits or which the Executive is otherwise
entitled  to  receive  under any plan,  policy,  practice  or  program of or any
contract or agreement with the Company or any of its affiliated  companies at or
subsequent to the Date of Termination  shall be payable in accordance  with such
plan, policy,  practice or program or contract or agreement except as explicitly
modified by this Agreement.

     8. Full Settlement.  The Company's obligation to make the payments provided
for in this Agreement and otherwise to perform its  obligations  hereunder shall
not be  affected  by any  set-off,  counterclaim,  recoupment,  defense or other
claim,  right or action  which the Company may have  against  the  Executive  or
others. In no event shall the Executive be obligated to seek other employment or
take any  other  action  by way of  mitigation  of the  amounts  payable  to the
Executive  under any of the  provisions of this Agreement and such amounts shall
not be reduced  whether  or not the  Executive  obtains  other  employment.  The
Company agrees to

                                     10

<PAGE>



pay as  incurred,  to the full extent  permitted by law, all legal fees and
expenses  which the  Executive may  reasonably  incur as a result of any contest
(regardless of the outcome  thereof) by the Company,  the Executive or others of
the validity or  enforceability  of, or liability  under,  any provision of this
Agreement or any guarantee of performance  thereof (including as a result of any
contest  by the  Executive  about the  amount of any  payment  pursuant  to this
Agreement),  plus in each case interest on any delayed payment at the applicable
Federal rate provided for in Section  7872(f)(2)(A) of the Internal Revenue Code
of 1986, as amended (the "Code").

     9. Certain Additional Payments by the Company.

     (a) Anything in this Agreement to the contrary  notwithstanding  and except
as set forth  below,  in the event it shall be  determined  that any  payment or
distribution  by the  Company  or its  affiliates  to or for the  benefit of the
Executive  (whether paid or payable or distributed or distributable  pursuant to
the terms of this Agreement or otherwise,  but determined  without regard to any
additional  payments  required  under  this  Section 9) (a  "Payment")  would be
subject to the excise tax imposed by Section 4999 of the Code or any interest or
penalties  are incurred by the  Executive  with respect to such excise tax (such
excise tax,  together  with any such  interest and  penalties,  are  hereinafter
collectively  referred  to as the "Excise  Tax"),  then the  Executive  shall be
entitled to receive an  additional  payment (a "Gross-Up  Payment") in an amount
such that after payment by the Executive of all taxes (including any interest or
penalties imposed with respect to such taxes),  including,  without  limitation,
any income taxes (and any interest and penalties  imposed with respect  thereto)
and Excise Tax imposed  upon the  Gross-Up  Payment,  the  Executive  retains an
amount  of the  Gross-Up  Payment  equal  to the  Excise  Tax  imposed  upon the
Payments.  Notwithstanding the foregoing  provisions of this Section 9(a), if it
shall be determined  that the Executive is entitled to a Gross-Up  Payment,  but
that the  Payments  do not exceed  110% of the  greatest  amount  (the  "Reduced
Amount") that could be paid to the  Executive  such that the receipt of Payments
would not give rise to any Excise Tax, then no Gross-Up Payment shall be made to
the  Executive  and the  Payments,  in the  aggregate,  shall be  reduced to the
Reduced Amount.

     (b) Subject to the provisions of Section 9(c), all determinations  required
to be made under this Section 9, including  whether and when a Gross-Up  Payment
is required and the amount of such Gross-Up  Payment and the  assumptions  to be
utilized in arriving at such determination,  shall be made by a major accounting
firm with expertise in such matters designated by the Executive (the "Accounting
Firm") which shall provide detailed supporting  calculations both to the Company
and the  Executive  within 15  business  days of the  receipt of notice from the
Executive that there has been a Payment, or such earlier time as is requested by
the Company.  All fees and expenses of the Accounting Firm shall be borne solely
by the Company.  Any Gross-Up Payment, as determined pursuant to this Section 9,
shall be paid by the Company to the Executive within five days of the receipt of
the Accounting  Firm's  determination.  Any determination by the Accounting Firm
shall be  binding  upon  the  Company  and the  Executive.  As a  result  of the
uncertainty  in the  application  of Section 4999 of the Code at the time of the
initial determination by the Accounting Firm hereunder, it is possible that

                                     11

<PAGE>



Gross-Up  Payments which will not have been made by the Company should have
been made ("Underpayment"), consistent with the calculations required to be made
hereunder.  In the event that the  Company  exhausts  its  remedies  pursuant to
Section 9(c) and the  Executive  thereafter is required to make a payment of any
Excise Tax, the Accounting Firm shall  determine the amount of the  Underpayment
that has  occurred  and any such  Underpayment  shall  be  promptly  paid by the
Company to or for the benefit of the Executive.

     (c) The  Executive  shall notify the Company in writing of any claim by the
Internal  Revenue Service that, if successful,  would require the payment by the
Company of the Gross-Up  Payment.  Such  notification  shall be given as soon as
practicable  but no later than ten business days after the Executive is informed
in  writing of such claim and shall  apprise  the  Company of the nature of such
claim and the date on which such claim is  requested to be paid.  The  Executive
shall not pay such claim prior to the expiration of the 30-day period  following
the date on which it gives such notice to the Company  (or such  shorter  period
ending on the date that any payment of taxes with respect to such claim is due).
If the Company notifies the Executive in writing prior to the expiration of such
period that it desires to contest such claim, the Executive shall:

               (i) give the Company any information  reasonably requested by the
          Company relating to such claim,

               (ii) take such action in connection with contesting such claim as
          the Company  shall  reasonably  request in writing  from time to time,
          including,  without  limitation,  accepting legal  representation with
          respect  to such  claim  by an  attorney  reasonably  selected  by the
          Company,

               (iii)   cooperate  with  the  Company  in  good  faith  in  order
          effectively to contest such claim, and

               (iv)  permit  the  Company  to  participate  in  any  proceedings
          relating to such claim;

provided,  however,  that the Company shall bear and pay directly all costs
and  expenses   (including   additional  interest  and  penalties)  incurred  in
connection  with  such  contest  and  shall  indemnify  and hold  the  Executive
harmless,  on an after-tax  basis,  for any Excise Tax or income tax  (including
interest  and  penalties  with  respect  thereto)  imposed  as a result  of such
representation  and payment of costs and  expenses.  Without  limitation  on the
foregoing  provisions  of this  Section  9(c),  the  Company  shall  control all
proceedings  taken in connection with such contest and, at its sole option,  may
pursue or forgo any and all administrative  appeals,  proceedings,  hearings and
conferences  with the taxing  authority in respect of such claim and may, at its
sole option,  either  direct the  Executive to pay the tax claimed and sue for a
refund or contest the claim in any permissible  manner, and the Executive agrees
to prosecute such contest to a determination before any administrative tribunal,
in a court of initial jurisdiction and in one

                                     12

<PAGE>



or  more  appellate  courts,  as the  Company  shall  determine;  provided,
however, that if the Company directs the Executive to pay such claim and sue for
a refund, the Company shall advance the amount of such payment to the Executive,
on an interest-free  basis and shall indemnify and hold the Executive  harmless,
on an after-tax basis, from any Excise Tax or income tax (including  interest or
penalties  with  respect  thereto)  imposed with respect to such advance or with
respect to any imputed income with respect to such advance; and further provided
that any  extension of the statute of  limitations  relating to payment of taxes
for the  taxable  year of the  Executive  with  respect to which such  contested
amount  is  claimed  to be due is  limited  solely  to  such  contested  amount.
Furthermore,  the  Company's  control of the contest  shall be limited to issues
with  respect to which a Gross-Up  Payment  would be payable  hereunder  and the
Executive shall be entitled to settle or contest,  as the case may be, any other
issue raised by the Internal Revenue Service or any other taxing authority.

     (d) If,  after the receipt by the  Executive  of an amount  advanced by the
Company pursuant to Section 9(c), the Executive  becomes entitled to receive any
refund with respect to such claim, the Executive shall (subject to the Company's
complying with the requirements of Section 9(c)) promptly pay to the Company the
amount of such refund (together with any interest paid or credited thereon after
taxes applicable  thereto).  If, after the receipt by the Executive of an amount
advanced by the Company  pursuant to Section 9(c), a determination  is made that
the Executive shall not be entitled to any refund with respect to such claim and
the Company  does not notify the  Executive  in writing of its intent to contest
such  denial  of  refund  prior  to  the   expiration  of  30  days  after  such
determination,  then such advance shall be forgiven and shall not be required to
be repaid and the amount of such advance  shall offset,  to the extent  thereof,
the amount of Gross-Up Payment required to be paid.

     10.  Confidential  Information.  The  Executive  shall hold in a  fiduciary
capacity for the benefit of the Company all secret or confidential  information,
knowledge or data  relating to the Company or any of its  affiliated  companies,
and their respective businesses, which shall have been obtained by the Executive
during  the  Executive's  employment  by the  Company  or any of its  affiliated
companies and which shall not be or become public  knowledge (other than by acts
by the  Executive  or  representatives  of the  Executive  in  violation of this
Agreement).  After  termination of the Executive's  employment with the Company,
the Executive shall not,  without the prior written consent of the Company or as
may otherwise be required by law or legal  process,  communicate  or divulge any
such  information,  knowledge or data to anyone other than the Company and those
designated by it. In no event shall an asserted  violation of the  provisions of
this Section 10  constitute a basis for  deferring  or  withholding  any amounts
otherwise payable to the Executive under this Agreement.

     11. Successors. (a) This Agreement is personal to the Executive and without
the  prior  written  consent  of the  Company  shall  not be  assignable  by the
Executive  otherwise than by will or the laws of descent and distribution.  This
Agreement  shall inure to the benefit of and be enforceable  by the  Executive's
legal representatives.

                                     13

<PAGE>



     (b) This  Agreement  shall inure to the benefit of and be binding  upon the
Company and its successors and assigns.

     (c) The Company will require any successor (whether direct or indirect,  by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business  and/or assets of the Company to assume  expressly and agree to perform
this  Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession had taken place. As used in this
Agreement,  "Company"  shall mean the  Company as  hereinbefore  defined and any
successor to its business and/or assets as aforesaid which assumes and agrees to
perform this Agreement by operation of law, or otherwise.

     12. Miscellaneous. (a) This Agreement shall be governed by and construed in
accordance  with  the  laws of the  State  of New  York,  without  reference  to
principles of conflict of laws.  The captions of this  Agreement are not part of
the provisions hereof and shall have no force or effect.  This Agreement may not
be amended or modified  otherwise  than by a written  agreement  executed by the
parties hereto or their respective successors and legal representatives.

     (b) All notices and other communications  hereunder shall be in writing and
shall be given by hand delivery to the other party or by registered or certified
mail, return receipt requested, postage prepaid, addressed as follows:

            If to the Executive:

                        ----------------------------

                        ----------------------------

                        ----------------------------

            If to the Company:


                       Central Hudson Gas & Electric Corporation
                       284 South Avenue
                       Poughkeepsie, New York 12601-4879


                       Attention: Chief Executive Officer



or to such other address as either party shall have  furnished to the other
in writing in accordance herewith.  Notice and communications shall be effective
when actually received by the addressee.

                                     14

<PAGE>



     (c) The invalidity or  unenforceability  of any provision of this Agreement
shall not affect the validity or  enforceability  of any other provision of this
Agreement.

     (d) The Company may withhold from any amounts  payable under this Agreement
such Federal,  state, local or foreign taxes as shall be required to be withheld
pursuant to any applicable law or regulation.

     (e)  The  Executive's  or the  Company's  failure  to  insist  upon  strict
compliance  with any  provision  of this  Agreement or the failure to assert any
right the  Executive  or the  Company  may have  hereunder,  including,  without
limitation,  the right of the Executive to terminate  employment for Good Reason
pursuant to Section  5(c)(i)-(v) of this Agreement,  shall not be deemed to be a
waiver  of such  provision  or right  or any  other  provision  or right of this
Agreement.

     (f) The Executive and the Company acknowledge that, except as may otherwise
be provided  under any other  written  agreement  between the  Executive and the
Company,  the  employment  of the  Executive  by the  Company  is "at will" and,
subject to Section 1(a) hereof,  prior to the Effective  Date,  the  Executive's
employment  and/or this  Agreement  may be terminated by either the Executive or
the Company at any time prior to the Effective Date, in which case the Executive
shall have no further rights under this Agreement; provided, that this Agreement
may not be  terminated by the Company if it is  reasonably  demonstrated  by the
Executive that such  termination (i) was at the request of a third party who has
taken  steps  reasonably  calculated  to  effect a  Change  of  Control  or (ii)
otherwise arose in connection with or anticipation of a Change of Control.  From
and after the Effective Date this Agreement  shall supersede any other agreement
between the parties with respect to the subject  matter  hereof,  other than the
letter dated ____________ regarding confidentiality.

                                     15

<PAGE>


     IN WITNESS  WHEREOF,  the Executive has hereunto set the  Executive's  hand
and, pursuant to the authorization from its Board of Directors,  the Company has
caused  these  presents to be executed in its name on its behalf,  all as of the
day and year first above written.

                                   _____________________________________
                                                [Executive]



                                   CENTRAL HUDSON GAS & ELECTRIC
                                   CORPORATION



                                   By _______________________________-







                                    16

<PAGE>