Supplementary Retirement Plan

EXHIBIT (10)(iii)23


CH ENERGY GROUP


SUPPLEMENTARY RETIREMENT PLAN


(as amended and restated as of July 1, 2001)


APPENDIX A


ARTICLE I. DEFINITIONS


1.01 "Beneficiary" shall mean the person(s) designated by the Participant entitled to receive benefits under the Plan after the death of a Participant.


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


1.03 "Central Hudson" shall mean Central Hudson Gas & Electric Corporation, a wholly-owned affiliate of Energy Group.


1.04 "Energy Group" shall mean CH Energy Group, Inc.


1.05 "Compensation" shall mean the annual base rate of renumeration in effect for a Participant, including any deferrals under any Energy Group and/or Central Hudson plan or arrangement with Energy Group which defers or avoids recognition of income under the Internal Revenue Code of 1986, as amended.


1.06 "Participant" shall mean, subject to Section 3.08, any full-time employee of Energy Group and/or Central Hudson who is holding any of the following officer positions with Energy Group or Central Hudson, subject to the right of Energy Group to reject him or her as a Participant:


CENTRAL HUDSON OFFICERS


Chairman of the Board and Chief Executive Officer
President and Chief Operating Officer
Vice President (including any level thereof)
Secretary
Chief Financial Officer
Treasurer
Controller
Assistant Treasurer


ENERGY GROUP OFFICERS


Chairman of the Board and Chief Executive Officer
President
Vice President (including any level thereof)
Secretary
Chief Financial Officer
Treasurer
Controller
Assistant Treasurer


Notwithstanding the foregoing, "Participant" shall
also include any full time employee of any
corporation which is within the "controlled group of
corporations" (as referred to in Section 414(b) of
the Internal Revenue Code of 1986, as amended) of
which Energy Group is a member, provided such
employee was holding any of the foregoing officer
positions with Central Hudson on December 31, 2000,
subject to the right of Energy Group to reject him
or her as a Participant.


1.07 "Plan" shall mean the CH Energy Group, Inc. Supplementary Retirement Plan, as from time to time amended.


1.08 "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 Energy Group (the "Outstanding Energy Group Common Stock") or (y) the combined voting power of the then outstanding voting securities of Energy Group entitled to vote generally in the election of directors (the "Outstanding Energy Group 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 Energy Group, (ii) any acquisition by Energy Group, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Energy Group or any corporation controlled by Energy Group or (iv) any acquisition by any corporation pursuant


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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 15, 1999, constitute the Board of Directors of Energy Group (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 Energy Group'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 Energy Group (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 Energy Group Common Stock and Outstanding Energy Group Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of c ...