Amendment to Central Hudson Gas & Electric Corporation Retirement Benefit Restoration Plan

Summary

Central Hudson Gas & Electric Corporation has amended its Retirement Benefit Restoration Plan to freeze participation and limit future benefit accruals. As of December 31, 2005, only employees who are already vested in the plan will retain their benefits, but no additional benefits will accrue after that date. No new participants will be allowed to join the plan after December 31, 2005. This amendment effectively terminates the plan for non-vested employees and limits future obligations for vested participants.

EX-10.(III)(42) 4 d67652_ex10iii-42.txt RETIREMENT BENEFIT RESTORATION PLAN Exhibit 10(iii)(42) AMENDMENT TO CENTRAL HUDSON GAS & ELECTRIC CORPORATION RETIREMENT BENEFIT RESTORATION PLAN WHEREAS, Central Hudson Gas & Electric Corporation ("Central Hudson") maintains the Central Hudson Gas & Electric Corporation Retirement Benefit Restoration Plan (the "Plan"); and WHEREAS, Central Hudson desires to amend the Plan to freeze participation of the Plan and to limit further accruals of the Plan to only the current vested participants of the Plan. NOW, THEREFORE, Central Hudson hereby amends the Plan by adding a new Section 3.09 to the end thereof as set forth below. "3.09 "Accrual of Benefits and Participation after December 31, 2005": Effective as of December 31, 2005, the Plan is terminated with no future Benefit payable with respect to any Participant who, as of December 31, 2005, is not vested in a Benefit under Article II of the Plan (as determined under the Pension Plan) and no employee of Energy Group or Central Hudson may become a Participant in the Plan on or after December 31, 2005. A Participant who, as of December 31, 2005, has a vested benefit under Article II will not accrue any additional Benefit under the Plan after December 31, 2005 and his Benefit under the Plan will be determined as of December 31, 2005, based on the Participant's Unrestricted Benefit and Maximum Benefit as of December 31, 2005." IN WITNESS WHEREOF, this Amendment has been executed as of this ____ day of December, 2005. CENTRAL HUDSON GAS & ELECTRIC CORPORATION By ______________________________________