Exhibit (10)(iii)18)
                                     FORM OF

                               FIRST AMENDMENT TO

                  CENTRAL HUDSON GAS & ELECTRIC CORPORATION

                       RETIREMENT BENEFIT RESTORATION PLAN


     WHEREAS,   Central  Hudson  Gas  &  Electric  Corporation  (the  "Company")
established,  effective March 1, 1992, its Retirement  Benefit  Restoration Plan
(the "Plan"); and

     WHEREAS,  the  Company  now  desires to amend the Plan to protect  benefits
thereunder in the event of a Change of Control of the Company;

     NOW,  THEREFORE,  the Company  hereby  amends the Plan as set forth  below,
effective as of December 1, 1998.

     1. Article I of the Plan is hereby  amended by inserting  new Sections 1.10
and 1.11 at the end thereof, reading in their entirety as follows:

          1.10 "Change of Control" shall mean:

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

          (b) 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  comprising
     the Incumbent  Board shall be considered as though such  individual  were a
     member of the Incumbent  Board, but excluding,  for this purpose,  any such
     individual  whose  initial  assumption  of office  occurs as a result of an
     actual or  threatened  election  contest  with  respect to the  election or
     removal of directors or other actual or threatened  solicitation of proxies
     or consents by or on behalf of a Person other than the Board; or
                                 
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          (c) Consummation of a reorganization,  merger or consolidation or sale
     or other  disposition  of all or  substantially  all of the  assets  of 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 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 Busiess Combination; or

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

          1.11 "Employment Agreement" shall mean a Change-of-Control  Employment
     Agreement between a Participant and the Company.

     2.  Article II of the Plan is hereby  amended by adding the  following  new
Section 2.04 at the end thereof, reading in its entirety as follows:

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

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     3.  Section 3.02 of the Plan is hereby  amended by adding the  following at
the end thereof:

          Notwithstanding the foregoing, for three years following a Change
          of Control:  (a) the Plan may not be amended in any manner  adverse to
          any individual who is a Participant in the Plan immediately before the
          Change of Control (a "Protected  Participant"),  or a beneficiary of a
          Protected  Participant;  and (b) the Plan may not be  terminated  with
          respect to Protected Participants and their beneficiaries.

     4.  The  Plan is in all  other  respects  ratified  and  confirmed  without
amendment.


     Pursuant to  authorization of the Board of Directors of the Company granted
on  October  23,  1998,  I  have  executed  this  First  Amendment  this 1st day
of December, 1998.


                                      /s/ Paul J. Ganci
                                   _____________________________
                                        Paul J. Ganci
                                        President and 
                                   Chief Executive Officer







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