Supplementary Retirement Plan - CENTRAL HUDSON GAS & ELECTRIC CORP - 8-11-2000

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Supplementary Retirement Plan - CENTRAL HUDSON GAS & ELECTRIC CORP - 8-11-2000 Powered By Docstoc
					EXHIBIT 10(iii)28 CH ENERGY GROUP, INC. SUPPLEMENTARY RETIREMENT PLAN WHEREAS, Central Hudson Gas & Electric Corporation ("Central Hudson") established, effective March 1, 1992, an Executive Deferred Compensation Plan which was thereafter amended (as amended, the "Plan"); WHEREAS, the Plan was assigned to CH Energy Group, Inc. ("Energy Group") and assumed by the Energy Group, effective December 15, 1999, the date Central Hudson became a wholly-owned subsidiary of Energy Group ("Holding Company Restructuring"); and WHEREAS, Energy Group wishes to amend the Plan to reflect said Holding Company Restructuring and so as to continue to encourage executive officers to remain with Energy Group and/or Central Hudson until their retirement by providing them with supplementary retirement income for their services rendered prior to their retirement; NOW, THEREFORE, in furtherance of such goal and pursuant to authority of the Board of Directors of Energy Group granted on June 23, 2000, Energy Group hereby amends the Plan and as so amended, restates the Plan, effective as of December 15, 1999, for a select group of management employees or highly compensated employees to read as set forth in Appendix A hereto. Pursuant to said authorization of the Board of Directors of Energy Group, I have executed this Supplementary Retirement Plan instrument this 23rd day of June, 2000. Paul J. Ganci Chairman of the Board, President and Chief Executive Officer 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 subsidiary 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

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 subsidiary 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 and Treasurer Controller Assistant Vice President Assistant Treasurer Energy Group Officers Chairman of the Board, President and Chief Executive Officer Vice President (including any level thereof) Secretary Chief Financial Officer and Treasurer Controller Assistant Vice President Assistant Treasurer 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 2

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

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 and Treasurer Controller Assistant Vice President Assistant Treasurer Energy Group Officers Chairman of the Board, President and Chief Executive Officer Vice President (including any level thereof) Secretary Chief Financial Officer and Treasurer Controller Assistant Vice President Assistant Treasurer 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 2

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 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 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 Energy Group or all or substantially all of Energy Group'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 Energy Group Common Stock and Outstanding 3

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 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 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 Energy Group or all or substantially all of Energy Group'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 Energy Group Common Stock and Outstanding 3

Energy Group 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 Energy Group 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 Energy Group of a complete liquidation or dissolution of Energy Group. ARTICLE II. BENEFITS 2.01 BENEFITS TO PARTICIPANTS. If a Participant retires and at retirement has 10 years of service with Energy Group and/or Central Hudson or is age 65 or older, the Participant will be entitled to receive, as deferred compensation for his or her services prior to his or her retirement, an annual benefit for 10 years, payable in 120 approximately equal monthly amounts commencing with the first payment to such retiree under the Pension Plan; such benefit to be a percentage of the Participant's Compensation as follows:
Percentage of Compensation at Date of Retirement -------------------------No benefit 10% 15% 20%

Retirement Age -------------Under age 60 60, but less than 63 63, but less than 65 65 or over

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Energy Group 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 Energy Group 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 Energy Group of a complete liquidation or dissolution of Energy Group. ARTICLE II. BENEFITS 2.01 BENEFITS TO PARTICIPANTS. If a Participant retires and at retirement has 10 years of service with Energy Group and/or Central Hudson or is age 65 or older, the Participant will be entitled to receive, as deferred compensation for his or her services prior to his or her retirement, an annual benefit for 10 years, payable in 120 approximately equal monthly amounts commencing with the first payment to such retiree under the Pension Plan; such benefit to be a percentage of the Participant's Compensation as follows:
Percentage of Compensation at Date of Retirement -------------------------No benefit 10% 15% 20%

Retirement Age -------------Under age 60 60, but less than 63 63, but less than 65 65 or over

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2.02 BENEFICIARY PAYMENTS. Upon the death of a Participant on or after the date benefits are vested hereunder, the Beneficiary shall receive the remaining monthly payments of benefits due under Section 2.01 above and, if no such Beneficiary is designated, the remaining unpaid benefits shall be paid to the Participant's estate. 2.03 VESTING. Participants shall be vested in the benefits described in Section 2.01 upon attainment of age 60 with at least 10 years of service with Energy Group and/or Central Hudson or attainment of age 65, subject, however, to the provisions of Sections 3.06 and 3.07. If a Participant terminates employment with Energy Group and/or Central Hudson prior to such vesting, the Participant shall not be entitled to any benefits under the Plan. 2.04 SPECIAL VESTING. Notwithstanding anything herein to the contrary, all Participants in the Plan who, on December 31, 1993, attained age 55 (but not age 60), regardless of their years of service with Central Hudson, shall be vested in the benefits described in Section 2.01 (and, thereupon, shall be eligible to receive such benefits on retirement) as if they had reached age 60 and had 10 years of service with Central Hudson as of December 31, 1993. 2.05 CHANGE OF CONTROL VESTING. Notwithstanding anything herein to the contrary, upon a Change of Control, all Participants in the Plan who have not then reached age 60 and 10 years of service with Energy Group and/or Central Hudson shall be vested in the benefits described in Section 2.01 (and, thereupon, shall be eligible to receive such benefits on retirement) as if they had reached age 60 and had 10 years of service with Energy Group and/or Central Hudson as of the date of the Change of Control. ARTICLE III. ADMINISTRATION OF THE PLAN 3.01 ADMINISTRATOR. The Plan shall be administered by Energy Group, which shall have the authority to

2.02 BENEFICIARY PAYMENTS. Upon the death of a Participant on or after the date benefits are vested hereunder, the Beneficiary shall receive the remaining monthly payments of benefits due under Section 2.01 above and, if no such Beneficiary is designated, the remaining unpaid benefits shall be paid to the Participant's estate. 2.03 VESTING. Participants shall be vested in the benefits described in Section 2.01 upon attainment of age 60 with at least 10 years of service with Energy Group and/or Central Hudson or attainment of age 65, subject, however, to the provisions of Sections 3.06 and 3.07. If a Participant terminates employment with Energy Group and/or Central Hudson prior to such vesting, the Participant shall not be entitled to any benefits under the Plan. 2.04 SPECIAL VESTING. Notwithstanding anything herein to the contrary, all Participants in the Plan who, on December 31, 1993, attained age 55 (but not age 60), regardless of their years of service with Central Hudson, shall be vested in the benefits described in Section 2.01 (and, thereupon, shall be eligible to receive such benefits on retirement) as if they had reached age 60 and had 10 years of service with Central Hudson as of December 31, 1993. 2.05 CHANGE OF CONTROL VESTING. Notwithstanding anything herein to the contrary, upon a Change of Control, all Participants in the Plan who have not then reached age 60 and 10 years of service with Energy Group and/or Central Hudson shall be vested in the benefits described in Section 2.01 (and, thereupon, shall be eligible to receive such benefits on retirement) as if they had reached age 60 and had 10 years of service with Energy Group and/or Central Hudson as of the date of the Change of Control. ARTICLE III. ADMINISTRATION OF THE PLAN 3.01 ADMINISTRATOR. The Plan shall be administered by Energy Group, which shall have the authority to interpret the Plan and issue such regulations as it deems appropriate. Energy Group shall have the duty and responsibility of maintaining records, making the requisite 5

calculations and causing disbursement of the payments hereunder. Energy Group's interpretations, determinations, regulations and calculations shall be final and binding on all persons and parties concerned. 3.02 AMENDMENT AND TERMINATION. Energy Group may amend or terminate the Plan at any time, provided, however, that no such amendment or termination shall deprive any Participant or beneficiary of the benefits vested hereunder as of the date of such amendment or termination. 3.03 NON-ASSIGNABILITY OF BENEFITS. The benefits payable hereunder or the right to receive future benefits under the Plan may not be anticipated, alienated, pledged, encumbered or subjected to any charge or legal process. 3.04 NON-GUARANTEE OF EMPLOYMENT. Nothing contained in this Plan shall be construed as a contract of employment between Energy Group and/or Central Hudson and any Participant, or as a right of any Participant to be continued in employment of Energy Group and/or Central Hudson, or as a limitation on the right of Energy Group and/or Central Hudson to discharge any of its employees, with or without cause. 3.05 APPLICABLE LAW. All questions pertaining to the construction, validity and effect of the Plan shall be determined in accordance with the laws of the United States and to the extent not pre-empted by such laws, by the laws of the State of New York. 3.06 FORFEITURE PROVISIONS. All rights to any vested benefits payable under the Plan, including the payment of any unpaid benefit installments, shall be forfeited if any of the following events occur as may be applicable: a. If Energy Group or Central Hudson terminates the Participant for any cause.

calculations and causing disbursement of the payments hereunder. Energy Group's interpretations, determinations, regulations and calculations shall be final and binding on all persons and parties concerned. 3.02 AMENDMENT AND TERMINATION. Energy Group may amend or terminate the Plan at any time, provided, however, that no such amendment or termination shall deprive any Participant or beneficiary of the benefits vested hereunder as of the date of such amendment or termination. 3.03 NON-ASSIGNABILITY OF BENEFITS. The benefits payable hereunder or the right to receive future benefits under the Plan may not be anticipated, alienated, pledged, encumbered or subjected to any charge or legal process. 3.04 NON-GUARANTEE OF EMPLOYMENT. Nothing contained in this Plan shall be construed as a contract of employment between Energy Group and/or Central Hudson and any Participant, or as a right of any Participant to be continued in employment of Energy Group and/or Central Hudson, or as a limitation on the right of Energy Group and/or Central Hudson to discharge any of its employees, with or without cause. 3.05 APPLICABLE LAW. All questions pertaining to the construction, validity and effect of the Plan shall be determined in accordance with the laws of the United States and to the extent not pre-empted by such laws, by the laws of the State of New York. 3.06 FORFEITURE PROVISIONS. All rights to any vested benefits payable under the Plan, including the payment of any unpaid benefit installments, shall be forfeited if any of the following events occur as may be applicable: a. If Energy Group or Central Hudson terminates the Participant for any cause. 6

b. The Participant resigns (as opposed to retires) his or her office with both Energy Group and Central Hudson. c. The Participant, after retirement, breaches any fiduciary duty to Energy Group and/or Central Hudson or enters into competition with Energy Group and/or Central Hudson without its or their written permission. Notwithstanding the foregoing: (i) any termination of employment that gives rise to a right, on the part of a Participant, to severance pay or benefits under a Change of Control Employment Agreement between Energy Group or Central Hudson and the Participant shall be treated as a retirement rather than a resignation by the Participation or termination of the Participant by Energy Group or Central Hudson; and (iii) clause c. of the preceding sentence shall be inapplicable after a Change of Control. 3.07 INCAPABLE OF PERFORMING DUTIES. If at any time after a Participant reaches age 60, Energy Group or Central Hudson, as the case may be, determines, in its sole judgment, that the Participant is not fully capable of performing his or her duties, he or she will be entitled to the benefits vested under the Plan at the time of such determination. 3.08 OUTSIDE HIRES. If any officer of Energy Group or Central Hudson is hired directly into any position referred to in Section 1.05, from outside Energy Group or Central Hudson, there shall be a one-year waiting period before he or she becomes eligible for participation in the Plan. 3.09 BENEFIT PAYMENTS. Energy Group will make all benefit payments under the Plan for Energy Group Participants and Central Hudson will make all payments under the Plan for Central Hudson Participants. No person, other than Energy Group or Central Hudson, shall have any obligation with respect to benefit payments or otherwise under the Plan. No funds or assets of Energy Group or Central Hudson will be segregated or physically set aside with respect to the Plan. 7

b. The Participant resigns (as opposed to retires) his or her office with both Energy Group and Central Hudson. c. The Participant, after retirement, breaches any fiduciary duty to Energy Group and/or Central Hudson or enters into competition with Energy Group and/or Central Hudson without its or their written permission. Notwithstanding the foregoing: (i) any termination of employment that gives rise to a right, on the part of a Participant, to severance pay or benefits under a Change of Control Employment Agreement between Energy Group or Central Hudson and the Participant shall be treated as a retirement rather than a resignation by the Participation or termination of the Participant by Energy Group or Central Hudson; and (iii) clause c. of the preceding sentence shall be inapplicable after a Change of Control. 3.07 INCAPABLE OF PERFORMING DUTIES. If at any time after a Participant reaches age 60, Energy Group or Central Hudson, as the case may be, determines, in its sole judgment, that the Participant is not fully capable of performing his or her duties, he or she will be entitled to the benefits vested under the Plan at the time of such determination. 3.08 OUTSIDE HIRES. If any officer of Energy Group or Central Hudson is hired directly into any position referred to in Section 1.05, from outside Energy Group or Central Hudson, there shall be a one-year waiting period before he or she becomes eligible for participation in the Plan. 3.09 BENEFIT PAYMENTS. Energy Group will make all benefit payments under the Plan for Energy Group Participants and Central Hudson will make all payments under the Plan for Central Hudson Participants. No person, other than Energy Group or Central Hudson, shall have any obligation with respect to benefit payments or otherwise under the Plan. No funds or assets of Energy Group or Central Hudson will be segregated or physically set aside with respect to the Plan. 7

EXHIBIT 10(iii)29 AMENDMENT TO AND RESTATEMENT OF CENTRAL HUDSON GAS & ELECTRIC CORPORATION RETIREMENT BENEFIT RESTORATION PLAN WHEREAS, Central Hudson Gas & Electric Corporation ("Central Hudson") established, effective March, 1992, its Retirement Benefit Restoration Plan which was twice amended, the last such amendment being by instrument, executed December 1, 1998 (as so amended, the "Plan"). WHEREAS, Central Hudson proposes further to amend the Plan in order to provide for the inclusion therein of certain officers of its parent company, CH Energy Group, Inc. ("Energy Group") and to make certain other changes to reflect the December 15, 1999 holding company restructuring of Central Hudson and, as amended, to restate the Plan. NOW, THEREFORE, Central Hudson hereby amends and, as amended, restates the Plan, effective as of January 1, 2000, to read as set forth in Attachment A hereto. Pursuant to authorization of the Board of Directors of Central Hudson granted on June 16, 2000, I have executed this Amendment and Restatement instrument this 23rd day of June, 2000. Paul J. Ganci Chairman of the Board and Chief Executive Officer

ATTACHMENT A CENTRAL HUDSON GAS & ELECTRIC CORPORATION RETIREMENT BENEFIT RESTORATION PLAN

EXHIBIT 10(iii)29 AMENDMENT TO AND RESTATEMENT OF CENTRAL HUDSON GAS & ELECTRIC CORPORATION RETIREMENT BENEFIT RESTORATION PLAN WHEREAS, Central Hudson Gas & Electric Corporation ("Central Hudson") established, effective March, 1992, its Retirement Benefit Restoration Plan which was twice amended, the last such amendment being by instrument, executed December 1, 1998 (as so amended, the "Plan"). WHEREAS, Central Hudson proposes further to amend the Plan in order to provide for the inclusion therein of certain officers of its parent company, CH Energy Group, Inc. ("Energy Group") and to make certain other changes to reflect the December 15, 1999 holding company restructuring of Central Hudson and, as amended, to restate the Plan. NOW, THEREFORE, Central Hudson hereby amends and, as amended, restates the Plan, effective as of January 1, 2000, to read as set forth in Attachment A hereto. Pursuant to authorization of the Board of Directors of Central Hudson granted on June 16, 2000, I have executed this Amendment and Restatement instrument this 23rd day of June, 2000. Paul J. Ganci Chairman of the Board and Chief Executive Officer

ATTACHMENT A CENTRAL HUDSON GAS & ELECTRIC CORPORATION RETIREMENT BENEFIT RESTORATION PLAN AMENDED AND RESTATED AS OF JANUARY 1, 2000 ARTICLE I. DEFINITIONS 1.01 "Act" shall mean the Employee Retirement Income Security Act of 1974 ("ERISA"), as from time to time amended. 1.02 "Pension Plan" shall mean the Retirement Income Plan of Central Hudson Gas & Electric Corporation, as from time to time amended. 1.03 "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time. 1.04 "Central Hudson" shall mean Central Hudson Gas & Electric Corporation. 1.05 "Effective Date" shall mean May 1, 1993. 1.06 "Maximum Benefit" shall mean the benefit or benefits to be paid a Participant under the Pension Plan. 1.07 "Participant" shall mean any employee of Central Hudson or Energy Group who is an active Member in the Pension Plan on or after the Effective Date, whose pension benefits determined on the basis of the provisions of the Pension Plan, without regard to the limitations imposed by Code Sections 401(a)(17) and 415, would exceed the Maximum Benefit, and who holds any of the following officer positions with either Central Hudson or Energy Group:

-3CENTRAL HUDSON OFFICERS

ATTACHMENT A CENTRAL HUDSON GAS & ELECTRIC CORPORATION RETIREMENT BENEFIT RESTORATION PLAN AMENDED AND RESTATED AS OF JANUARY 1, 2000 ARTICLE I. DEFINITIONS 1.01 "Act" shall mean the Employee Retirement Income Security Act of 1974 ("ERISA"), as from time to time amended. 1.02 "Pension Plan" shall mean the Retirement Income Plan of Central Hudson Gas & Electric Corporation, as from time to time amended. 1.03 "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time. 1.04 "Central Hudson" shall mean Central Hudson Gas & Electric Corporation. 1.05 "Effective Date" shall mean May 1, 1993. 1.06 "Maximum Benefit" shall mean the benefit or benefits to be paid a Participant under the Pension Plan. 1.07 "Participant" shall mean any employee of Central Hudson or Energy Group who is an active Member in the Pension Plan on or after the Effective Date, whose pension benefits determined on the basis of the provisions of the Pension Plan, without regard to the limitations imposed by Code Sections 401(a)(17) and 415, would exceed the Maximum Benefit, and who holds any of the following officer positions with either Central Hudson or Energy Group:

-3CENTRAL 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 and Treasurer Controller Assistant Vice President Assistant Treasurer ENERGY GROUP OFFICERS Chairman of the Board, President and Chief Executive Officer Vice President (including any level thereof) Secretary Chief Financial Officer and Treasurer Controller Assistant Vice President Assistant Treasurer 1.08 "Plan" shall mean the Central Hudson Retirement Benefit Restoration Plan, as from time to time amended, which shall be an unfunded and uninsured pension benefit plan for a select group of highly compensated management employees of Central Hudson and/or Energy Group. 1.09 "Unrestricted Benefit" shall mean whichever of the following is applicable: (I) the monthly retirement income benefit under the Pension Plan ("Retirement Income Benefit") and (ii) the benefit under the Cash Balance Account ("Cash Balance Benefit") of the Pension Plan, all determined under the Pension Plan without regard to the limitations imposed by Code Sections 401(a)(17) and 415. 1.10 "Change of Control" shall mean:

-3CENTRAL 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 and Treasurer Controller Assistant Vice President Assistant Treasurer ENERGY GROUP OFFICERS Chairman of the Board, President and Chief Executive Officer Vice President (including any level thereof) Secretary Chief Financial Officer and Treasurer Controller Assistant Vice President Assistant Treasurer 1.08 "Plan" shall mean the Central Hudson Retirement Benefit Restoration Plan, as from time to time amended, which shall be an unfunded and uninsured pension benefit plan for a select group of highly compensated management employees of Central Hudson and/or Energy Group. 1.09 "Unrestricted Benefit" shall mean whichever of the following is applicable: (I) the monthly retirement income benefit under the Pension Plan ("Retirement Income Benefit") and (ii) the benefit under the Cash Balance Account ("Cash Balance Benefit") of the Pension Plan, all determined under the Pension Plan without regard to the limitations imposed by Code Sections 401(a)(17) and 415. 1.10 "Change of Control" shall mean:

-4(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 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

-5-

-4(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 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

-5Combination"), 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 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 Energy Group or all or substantially all of Energy Group'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 Energy Group Common Stock and Outstanding Energy Group 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 Energy Group 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 Energy Group of a complete liquidation or dissolution of Energy Group. 1.11 "Employment Agreement" shall mean a Change of Control Employment Agreement between a Participant and Energy Group.

-61.12 "Energy Group" shall mean CH Energy Group, Inc., the parent corporation of Central Hudson.

-5Combination"), 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 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 Energy Group or all or substantially all of Energy Group'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 Energy Group Common Stock and Outstanding Energy Group 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 Energy Group 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 Energy Group of a complete liquidation or dissolution of Energy Group. 1.11 "Employment Agreement" shall mean a Change of Control Employment Agreement between a Participant and Energy Group.

-61.12 "Energy Group" shall mean CH Energy Group, Inc., the parent corporation of Central Hudson. ARTICLE II. BENEFITS 2.01 "Benefit": Upon the applicable Retirement Date (as defined under the Pension Plan) of a Participant, such Participant shall be entitled to (i) a Retirement Income Benefit and, if applicable, (ii) a Cash Balance Benefit, equal, in each case, in amount to his or her Unrestricted Benefit less the Maximum Benefit. 2.02 "Spouse's Pension Benefit": Subject to Section 2.03 below, upon the death of a Participant whose spouse is eligible for an annuity under the Pension Plan, the Participant's surviving spouse shall be entitled to (i) a monthly benefit equal to the surviving spouse benefit annually determined in accordance with the provisions of the Pension Plan without regard to any limitations imposed by the Code Sections 401(a)(17) and 415, less the related Maximum Benefit to which such spouse is entitled and (ii) any Cash Balance Benefit determined in accordance with the provisions of the Pension Plan without regard to any limitations imposed by Code Sections 401(a)(17) and 415, less the related Maximum Benefit to which such spouse is entitled and less any amount of the Cash Balance Benefit previously paid to the Participant. 2.03 "Forms of Benefit Payment": A retirement benefit payable under this Article II shall be paid at such time or times in such form and in the same manner as the benefit payable under the Pension Plan, except a Cash Balance Benefit shall be paid in lump sum form only. 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

-7Change 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

-61.12 "Energy Group" shall mean CH Energy Group, Inc., the parent corporation of Central Hudson. ARTICLE II. BENEFITS 2.01 "Benefit": Upon the applicable Retirement Date (as defined under the Pension Plan) of a Participant, such Participant shall be entitled to (i) a Retirement Income Benefit and, if applicable, (ii) a Cash Balance Benefit, equal, in each case, in amount to his or her Unrestricted Benefit less the Maximum Benefit. 2.02 "Spouse's Pension Benefit": Subject to Section 2.03 below, upon the death of a Participant whose spouse is eligible for an annuity under the Pension Plan, the Participant's surviving spouse shall be entitled to (i) a monthly benefit equal to the surviving spouse benefit annually determined in accordance with the provisions of the Pension Plan without regard to any limitations imposed by the Code Sections 401(a)(17) and 415, less the related Maximum Benefit to which such spouse is entitled and (ii) any Cash Balance Benefit determined in accordance with the provisions of the Pension Plan without regard to any limitations imposed by Code Sections 401(a)(17) and 415, less the related Maximum Benefit to which such spouse is entitled and less any amount of the Cash Balance Benefit previously paid to the Participant. 2.03 "Forms of Benefit Payment": A retirement benefit payable under this Article II shall be paid at such time or times in such form and in the same manner as the benefit payable under the Pension Plan, except a Cash Balance Benefit shall be paid in lump sum form only. 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

-7Change 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. ARTICLE III. ADMINISTRATION OF THE PLAN 3.01 "Administrator": The Plan shall be administered by Central Hudson, which shall have the authority to interpret the Plan and issue such proceedings as it deems appropriate. The Administrator shall have the duty and responsibility of maintaining records, making the requisite calculations and disbursing the payments hereunder. The Administrator's interpretations, determinations, regulations and calculations shall be final and binding on all persons and parties concerned. 3.02 "Amendment and Termination": The Administrator may amend or terminate the Plan at any time, provided, however, that no such amendment or termination shall deprive any Participant or beneficiary of the benefits to which such Participant is entitled, under Section 2.01 hereof, as of the date of such amendment or termination unless the Participant or beneficiary becomes entitled to an amount equal to such benefit under another plan or practice adopted by Central Hudson. Notwithstanding the foregoing, for three years following a Change-ofControl: (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.

-83.03 "Payments": Central Hudson will pay all benefits arising under this Plan and all costs, charges and expenses relating thereto. 3.04 "Non-assignability of Benefits": Except as otherwise permitted or required by law, the benefits payable

-7Change 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. ARTICLE III. ADMINISTRATION OF THE PLAN 3.01 "Administrator": The Plan shall be administered by Central Hudson, which shall have the authority to interpret the Plan and issue such proceedings as it deems appropriate. The Administrator shall have the duty and responsibility of maintaining records, making the requisite calculations and disbursing the payments hereunder. The Administrator's interpretations, determinations, regulations and calculations shall be final and binding on all persons and parties concerned. 3.02 "Amendment and Termination": The Administrator may amend or terminate the Plan at any time, provided, however, that no such amendment or termination shall deprive any Participant or beneficiary of the benefits to which such Participant is entitled, under Section 2.01 hereof, as of the date of such amendment or termination unless the Participant or beneficiary becomes entitled to an amount equal to such benefit under another plan or practice adopted by Central Hudson. Notwithstanding the foregoing, for three years following a Change-ofControl: (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.

-83.03 "Payments": Central Hudson will pay all benefits arising under this Plan and all costs, charges and expenses relating thereto. 3.04 "Non-assignability of Benefits": Except as otherwise permitted or required by law, the benefits payable hereunder or the right to receive future benefits under the Plan may not be anticipated, alienated, pledged, encumbered, or subjected to any charge or legal process, and if any attempt is made to do so, or a person eligible for any benefits becomes bankrupt, the interest under the Plan of the person affected may be terminated by the Administrator which, in its sole discretion, may cause the same to be held or applied for the benefit of one or more of the dependents of such person or make any other disposition of such benefits that it deems appropriate. 3.05 "Status of Plan": The benefits under this Plan shall not be funded, but shall constitute liabilities of Central Hudson payable when due. 3.06 "Nonguarantee of Employment": Nothing contained in this Plan shall be construed as a contract of employment between Central Hudson and any Participant, or as a right of any Participant to be continued in employment of Central Hudson, or as a limitation on the right of Central Hudson to discharge any of its employees, with or without cause. 3.07 "Applicable Law": All questions pertaining to the construction, validity and effect of the Plan shall be determined in accordance with the laws of the United States and to the extent not pre-empted by such laws, by the laws of the State of New York. 3.08 "Inclusion of Energy Group Participants": This Plan shall only apply to Energy Group Participants if Energy Group's Board of Directors adopts this Plan.

CENTRAL HUDSON GAS & ELECTRIC CORPORATION COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES EXHIBIT 12 AND RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED DIVIDENDS

-83.03 "Payments": Central Hudson will pay all benefits arising under this Plan and all costs, charges and expenses relating thereto. 3.04 "Non-assignability of Benefits": Except as otherwise permitted or required by law, the benefits payable hereunder or the right to receive future benefits under the Plan may not be anticipated, alienated, pledged, encumbered, or subjected to any charge or legal process, and if any attempt is made to do so, or a person eligible for any benefits becomes bankrupt, the interest under the Plan of the person affected may be terminated by the Administrator which, in its sole discretion, may cause the same to be held or applied for the benefit of one or more of the dependents of such person or make any other disposition of such benefits that it deems appropriate. 3.05 "Status of Plan": The benefits under this Plan shall not be funded, but shall constitute liabilities of Central Hudson payable when due. 3.06 "Nonguarantee of Employment": Nothing contained in this Plan shall be construed as a contract of employment between Central Hudson and any Participant, or as a right of any Participant to be continued in employment of Central Hudson, or as a limitation on the right of Central Hudson to discharge any of its employees, with or without cause. 3.07 "Applicable Law": All questions pertaining to the construction, validity and effect of the Plan shall be determined in accordance with the laws of the United States and to the extent not pre-empted by such laws, by the laws of the State of New York. 3.08 "Inclusion of Energy Group Participants": This Plan shall only apply to Energy Group Participants if Energy Group's Board of Directors adopts this Plan.

CENTRAL HUDSON GAS & ELECTRIC CORPORATION COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES EXHIBIT 12 AND RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED DIVIDENDS
2000 --------------------------------3 Months Ended June 30 -------A. B. C. D. Earnings: Net Income Federal Income Tax Earnings before Income Taxes Fixed Charges Interest on Mortgage Bonds Interest on Other Long-Term Debt Other Interest Interest Portion of Rents Amortization of Premium & Expense on Debt $9,560 5,031 ------$14,591 ======= 2,997 2,974 1,368 234 287 ------7,860 ------$22,451 ======= 6 Months Ended June 30 -------$28,458 14,142 ------$42,600 ======= 6,202 5,677 3,214 479 567 ------16,139 ------$58,739 ======= 12 Months Ended June 30 --------$51,798 25,658 -------$77,456 ======== 12,613 11,853 5,940 969 1,097 -------32,472 -------$109,928 ======== Year En -----------------

1999 -------$51,881 28,144 -------$80,025 ======== 13,057 11,094 4,860 993 993 -------30,997 -------$111,022 ========

199 ----$52, 28, ----$81, ===== 14, 8, 3, 1, ----28, ----$109, =====

E.

Total Earnings Preferred Dividend Requirements: Allowance for Preferred Stock Dividends Under IRC Sec 247 Less Allowable Dividend Deduction Net Subject to Gross-up Ratio of Earnings before Income Taxes to Net Income (C/A)

F. G. H. I.

$807 (32) ------775 1.526

$1,615 (64) ------1,551 1.497

$3,230 (127) -------3,103 1.495

$3,230 (127) -------3,103 1.542

$3, (1 ----3, 1.

CENTRAL HUDSON GAS & ELECTRIC CORPORATION COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES EXHIBIT 12 AND RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED DIVIDENDS
2000 --------------------------------3 Months Ended June 30 -------A. B. C. D. Earnings: Net Income Federal Income Tax Earnings before Income Taxes Fixed Charges Interest on Mortgage Bonds Interest on Other Long-Term Debt Other Interest Interest Portion of Rents Amortization of Premium & Expense on Debt $9,560 5,031 ------$14,591 ======= 2,997 2,974 1,368 234 287 ------7,860 ------$22,451 ======= 6 Months Ended June 30 -------$28,458 14,142 ------$42,600 ======= 6,202 5,677 3,214 479 567 ------16,139 ------$58,739 ======= 12 Months Ended June 30 --------$51,798 25,658 -------$77,456 ======== 12,613 11,853 5,940 969 1,097 -------32,472 -------$109,928 ======== Year En -----------------

1999 -------$51,881 28,144 -------$80,025 ======== 13,057 11,094 4,860 993 993 -------30,997 -------$111,022 ========

199 ----$52, 28, ----$81, ===== 14, 8, 3, 1, ----28, ----$109, =====

E.

Total Earnings Preferred Dividend Requirements: Allowance for Preferred Stock Dividends Under IRC Sec 247 Less Allowable Dividend Deduction Net Subject to Gross-up Ratio of Earnings before Income Taxes to Net Income (C/A) Pref. Dividend (Pre-tax) (HxI) Plus Allowable Dividend Deduction Preferred Dividend Factor Fixed Charges (D) Total Fixed Charges and Preferred Dividends

F. G. H. I.

$807 (32) ------775 1.526 ------1,183 32 ------1,215 7,860 ------$9,075 ======= 2.86 ======= 2.47 =======

$1,615 (64) ------1,551 1.497 ------2,322 64 ------2,386 16,139 ------$18,525 ======= 3.64 ======= 3.17 =======

$3,230 (127) -------3,103 1.495 -------4,639 127 -------4,766 32,472 -------$37,238 ======== 3.39 ======== 2.95 ========

$3,230 (127) -------3,103 1.542 -------4,785 127 -------4,912 30,997 -------$35,909 ======== 3.58 ======== 3.09 ========

$3, (1 ----3, 1. ----4, ----4, 28, ----$33, ===== 3 ===== 3 =====

J. K. L. M. N.

O. P.

Ratio of Earnings to Fixed Charges (E/D) Ratio of Earnings to Fixed Charges and Preferred Dividends (E/N)

(1) Restated to properly reflect the exclusion of AFUDC from fixed charges.

EXHIBIT 99 (i)8 June 1, 2000 For Release: Immediately CENTRAL HUDSON'S SHARE OF NINE MILE UNIT 2 PLANT TO BE INCLUDED IN AUCTION Central Hudson Gas & Electric Corporation's 9 percent interest in the Nine Mile Point Unit 2 nuclear plant will be included within the auction of the facility announced today. Central Hudson joined New York State Electric & Gas, Niagara Mohawk Power Corporation, and Rochester Gas and Electric Corporation in announcing the

EXHIBIT 99 (i)8 June 1, 2000 For Release: Immediately CENTRAL HUDSON'S SHARE OF NINE MILE UNIT 2 PLANT TO BE INCLUDED IN AUCTION Central Hudson Gas & Electric Corporation's 9 percent interest in the Nine Mile Point Unit 2 nuclear plant will be included within the auction of the facility announced today. Central Hudson joined New York State Electric & Gas, Niagara Mohawk Power Corporation, and Rochester Gas and Electric Corporation in announcing the auction of their respective shares of the plant. Niagara Mohawk also announced that it will auction the Nine Mile Point Unit 1 Plant, which it owns exclusively. The decision to auction the plants is consistent with a New York State Public Service Commission order urging the owners to determine the market value of the facilities through an open, competitive process. Bids are scheduled to be due within the next two moths. The closing of any sale will be subject to regulatory approval. Nine Mile Point 2, a 1,148-megawatt boiling-water reactor, is jointly owned by Central Hudson (9 percent), NYSEG (18 percent), Niagara Mohawk (41 percent), RG&E (14 percent) and the Long Island Power Authority (18 percent). Niagara Mohawk operates both plants. LIPA is not currently including its ownership interest in Nine Mile Point Unit 2 in the auction sale. In June 1999, Niagara Mohawk and NYSEG announced that they had reached agreement to sell their interests in units 1 and 2 to AmerGen Energy Co. That agreement was mutually terminated by the three parties. The selling owners have retained J.P. Morgan and Navigant Consulting to manage the auction process. For further information, contact either Roger Wood at J.P. Morgan (212- 648-3530) or Lisa Quilici at Navigant Consulting (781-564-9744). ###

EXHIBIT 99(i)9 FOR RELEASE: IMMEDIATELY August 8, 2000 MEDIA CONTACTS: Local News Media: Central Hudson: Denise D. VanBuren (845) 471-8323 Trade, Nat'l Media: Potomac Communications: Mimi Limbach (202) 466-7391 (202) 256-3210 CENTRAL HUDSON AND CO-OWNERS TO SELL FOSSIL-FUEL GENERATING PLANTS TO DYNEGY INC. FOR $903 MILLION Central Hudson Gas & Electric Corporation today announced that it, along with Consolidated Edison Company of New York, Inc. and Niagara Mohawk Power Corporation, have agreed to sell the Danskammer and Roseton electric generating plants to Dynegy Inc. for $903 million. The plants are located in the Town of Newburgh, Orange County, in the State of New York, and have a combined capacity of 1700 megawatts. "We are quite pleased with the sale and will apply Central Hudson's share of the proceeds to benefit our customers and shareholders," said Paul J. Ganci, Chairman of the Board, President and Chief Executive Officer of CH Energy Group, Inc. [NYSE: CHG], Central Hudson's holding company parent. "Customers will benefit in three ways. The gain from the sale of the plants, when combined with other measures

EXHIBIT 99(i)9 FOR RELEASE: IMMEDIATELY August 8, 2000 MEDIA CONTACTS: Local News Media: Central Hudson: Denise D. VanBuren (845) 471-8323 Trade, Nat'l Media: Potomac Communications: Mimi Limbach (202) 466-7391 (202) 256-3210 CENTRAL HUDSON AND CO-OWNERS TO SELL FOSSIL-FUEL GENERATING PLANTS TO DYNEGY INC. FOR $903 MILLION Central Hudson Gas & Electric Corporation today announced that it, along with Consolidated Edison Company of New York, Inc. and Niagara Mohawk Power Corporation, have agreed to sell the Danskammer and Roseton electric generating plants to Dynegy Inc. for $903 million. The plants are located in the Town of Newburgh, Orange County, in the State of New York, and have a combined capacity of 1700 megawatts. "We are quite pleased with the sale and will apply Central Hudson's share of the proceeds to benefit our customers and shareholders," said Paul J. Ganci, Chairman of the Board, President and Chief Executive Officer of CH Energy Group, Inc. [NYSE: CHG], Central Hudson's holding company parent. "Customers will benefit in three ways. The gain from the sale of the plants, when combined with other measures we have taken, will avoid any future payments by customers, commonly referred to as 'competitive transition charges,' in order to recover stranded costs. Secondly, the proceeds will further provide Central Hudson with the additional funds to accelerate our programs to enhance electric service reliability - without impacting customer prices. And, Central Hudson customers will benefit from a transition power agreement which enables Central Hudson to purchase varying amounts of electricity from the plants through 2004," Ganci said. He added that, " To a large measure, Central Hudson's success as a low-cost generator was the result of the innovation, commitment, and productivity of our employees at the plants, whose employment is protected under terms of the sale agreement."

The proceeds received from the sale will also benefit shareholders. "It re-affirms and enhances the Company's strategy to reinvest and redeploy capital at an accelerating pace in the acquisition of competitive energy services and supply businesses in the Northeast," Ganci said. Senior Vice President Ronald P. Brand, who headed the Central Hudson auction team, also explained that as a delivery company, Central Hudson's primary mission will be to safely and reliably deliver electricity that customers have purchased in the competitive marketplace. "The transition power purchase agreement will enable us to offer some element of electric price stability during a three- to four-year period while those competitive markets mature," he said. He noted that the Company expects that the gain from the sale will enable it to maintain delivery wire charges that are among the lowest in the region. At the same time, Central Hudson will - with the approval of the New York Public Service Commission - be investing to further enhance electric service reliability. "The sale agreement recognizes the contribution of our 200 employees at the plants, and also provides protection for them," Brand said. Dynegy will retain all unionized employees and will assume the current collective bargaining agreement, and will make employment offers to most of the 40 management employees. Those individuals not retained by Dynegy will be employed by Central Hudson. John Reed, Executive Director with Navigant Consulting, Inc., a leading asset divestiture firm retained by Central Hudson to manage the auction, attributed the successful sale to the productivity and the actions that Central Hudson took over the last decade to consistently invest in the power plants to maintain them at the highest level of operational and environmental performance.

The proceeds received from the sale will also benefit shareholders. "It re-affirms and enhances the Company's strategy to reinvest and redeploy capital at an accelerating pace in the acquisition of competitive energy services and supply businesses in the Northeast," Ganci said. Senior Vice President Ronald P. Brand, who headed the Central Hudson auction team, also explained that as a delivery company, Central Hudson's primary mission will be to safely and reliably deliver electricity that customers have purchased in the competitive marketplace. "The transition power purchase agreement will enable us to offer some element of electric price stability during a three- to four-year period while those competitive markets mature," he said. He noted that the Company expects that the gain from the sale will enable it to maintain delivery wire charges that are among the lowest in the region. At the same time, Central Hudson will - with the approval of the New York Public Service Commission - be investing to further enhance electric service reliability. "The sale agreement recognizes the contribution of our 200 employees at the plants, and also provides protection for them," Brand said. Dynegy will retain all unionized employees and will assume the current collective bargaining agreement, and will make employment offers to most of the 40 management employees. Those individuals not retained by Dynegy will be employed by Central Hudson. John Reed, Executive Director with Navigant Consulting, Inc., a leading asset divestiture firm retained by Central Hudson to manage the auction, attributed the successful sale to the productivity and the actions that Central Hudson took over the last decade to consistently invest in the power plants to maintain them at the highest level of operational and environmental performance. "Central Hudson, its management team and the employees deserve the lion's share of the credit for the high level of interest expressed by bidders and for the competitive sales price offered by the winner," said Reed. "The final price is the result of sound management and dedicated, committed employees who operate the plants safely and effectively." Central Hudson estimates that its share of the gross sale proceeds will be about $695 million, and that its net proceeds, after taxes and transaction costs, will be an estimated $450

million. Included in these proceeds will be an earned auction incentive of approximately $18 million, which Central Hudson, under its arrangement with the Public Service Commission, will be entitled to retain for the benefit of its shareholders. According to Senior Vice President Arthur R. Upright, the sale of the plants will require the approval of the Public Service Commission. Central Hudson expects to file promptly for that approval and will propose to establish a balanced and fair distribution to provide benefits to customers and shareholders. Portions of the transaction will also require approval from the Federal Energy Regulatory Commission and the Federal Trade Commission. The sale will be made to comply with the Public Service Commission's 1996 and 1998 Orders to deregulate the electric utility industry in New York State. The Commission required Central Hudson to sell, at auction, its fossil fuel plants by July 2001. The sale is being made as a result of a competitive auction process and is subject to regulatory approval. It is expected to close within four to six months. Navigant Consulting, Inc. served as financial advisor on the transaction. Legal counsel was provided by Dickstein, Shapiro, Morin & Oshinsky, and the firm of Gould and Wilkie. ABOUT DANSKAMMER AND ROSETON: The Danskammer plant consists of four generating units, constructed between 1951 and 1967, with a total generating capacity of 500 megawatts; Units 1 and 2 burn fuel oil and natural gas, while Units 3 and 4 burn coal and natural gas to produce electricity. In addition, the site contains 5 megawatts of diesel generators for use in restarting the main units. The two identical Roseton units, which went on line in 1974, have a combined capacity

million. Included in these proceeds will be an earned auction incentive of approximately $18 million, which Central Hudson, under its arrangement with the Public Service Commission, will be entitled to retain for the benefit of its shareholders. According to Senior Vice President Arthur R. Upright, the sale of the plants will require the approval of the Public Service Commission. Central Hudson expects to file promptly for that approval and will propose to establish a balanced and fair distribution to provide benefits to customers and shareholders. Portions of the transaction will also require approval from the Federal Energy Regulatory Commission and the Federal Trade Commission. The sale will be made to comply with the Public Service Commission's 1996 and 1998 Orders to deregulate the electric utility industry in New York State. The Commission required Central Hudson to sell, at auction, its fossil fuel plants by July 2001. The sale is being made as a result of a competitive auction process and is subject to regulatory approval. It is expected to close within four to six months. Navigant Consulting, Inc. served as financial advisor on the transaction. Legal counsel was provided by Dickstein, Shapiro, Morin & Oshinsky, and the firm of Gould and Wilkie. ABOUT DANSKAMMER AND ROSETON: The Danskammer plant consists of four generating units, constructed between 1951 and 1967, with a total generating capacity of 500 megawatts; Units 1 and 2 burn fuel oil and natural gas, while Units 3 and 4 burn coal and natural gas to produce electricity. In addition, the site contains 5 megawatts of diesel generators for use in restarting the main units. The two identical Roseton units, which went on line in 1974, have a combined capacity of 1,200 megawatts and produce electricity from burning fuel oil or natural gas. Central Hudson currently owns 35 percent of the Roseton facility, while Niagara Mohawk Power Corporation and Consolidated Edison Company of New York, Inc. own 25 and 40 percent, respectively.

ABOUT CENTRAL HUDSON: Central Hudson Gas & Electric Corporation is a combination natural gas and electric utility serving a population of approximately 623,000 in a 2,600 square-mile area of the Mid-Hudson Valley, stretching from 25 miles north of New York City to 10 miles south of Albany. Central Hudson serves parts of Albany, Columbia, Dutchess, Greene, Orange, Putnam, Sullivan and Ulster counties. It is a subsidiary of CH Energy Group, a family of energy generation and services companies with holdings throughout the Northeast. ABOUT DYNEGY INC.: Dynegy Inc. [NYSE: DYN] is one of the country's leading energy merchants. Through its leadership position in energy marketing, power generation, transportation, gathering and processing, the company provides energy solutions to its customers primarily in North America, the United Kingdom and Europe. ### STATEMENTS INCLUDED IN THIS PRESS RELEASE WHICH ARE NOT HISTORICAL IN NATURE, ARE INTENDED TO BE, AND ARE HEREBY IDENTIFIED AS, "FORWARD-LOOKING STATEMENTS" FOR PURPOSES OF THE SAFE HARBOR PROVIDED BY SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED BY PUBLIC LAW 104-67, AND WITHIN THE MEANING OF THE SECURITIES LITIGATION REFORM ACT OF 1995. FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY WORDS INCLUDING "ANTICIPATE," "BELIEVE," "INTENDS," "ESTIMATES," "EXPECT," AND SIMILAR EXPRESSIONS. THE COMPANY CAUTIONS READERS THAT FORWARD-LOOKING STATEMENTS, INCLUDING WITHOUT LIMITATION, THOSE RELATING TO THE COMPANY'S FUTURE BUSINESS PROSPECTS, REVENUES, PROCEEDS, WORKING CAPITAL, LIQUIDITY, INCOME AND MARGINS, ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE INDICATED IN THE FORWARD-LOOKING STATEMENTS, DUE TO

ABOUT CENTRAL HUDSON: Central Hudson Gas & Electric Corporation is a combination natural gas and electric utility serving a population of approximately 623,000 in a 2,600 square-mile area of the Mid-Hudson Valley, stretching from 25 miles north of New York City to 10 miles south of Albany. Central Hudson serves parts of Albany, Columbia, Dutchess, Greene, Orange, Putnam, Sullivan and Ulster counties. It is a subsidiary of CH Energy Group, a family of energy generation and services companies with holdings throughout the Northeast. ABOUT DYNEGY INC.: Dynegy Inc. [NYSE: DYN] is one of the country's leading energy merchants. Through its leadership position in energy marketing, power generation, transportation, gathering and processing, the company provides energy solutions to its customers primarily in North America, the United Kingdom and Europe. ### STATEMENTS INCLUDED IN THIS PRESS RELEASE WHICH ARE NOT HISTORICAL IN NATURE, ARE INTENDED TO BE, AND ARE HEREBY IDENTIFIED AS, "FORWARD-LOOKING STATEMENTS" FOR PURPOSES OF THE SAFE HARBOR PROVIDED BY SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED BY PUBLIC LAW 104-67, AND WITHIN THE MEANING OF THE SECURITIES LITIGATION REFORM ACT OF 1995. FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY WORDS INCLUDING "ANTICIPATE," "BELIEVE," "INTENDS," "ESTIMATES," "EXPECT," AND SIMILAR EXPRESSIONS. THE COMPANY CAUTIONS READERS THAT FORWARD-LOOKING STATEMENTS, INCLUDING WITHOUT LIMITATION, THOSE RELATING TO THE COMPANY'S FUTURE BUSINESS PROSPECTS, REVENUES, PROCEEDS, WORKING CAPITAL, LIQUIDITY, INCOME AND MARGINS, ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE INDICATED IN THE FORWARD-LOOKING STATEMENTS, DUE TO SEVERAL IMPORTANT FACTORS INCLUDING THOSE IDENTIFIED FROM TIME-TO-TIME IN THE COMPANY'S REPORTS FILED WITH THE SEC. ALL FORWARD-LOOKING STATEMENTS ARE INTENDED TO BE SUBJECT TO THE SAFE HARBOR PROTECTIONS PROVIDED BY THE LAWS MENTIONED ABOVE. A NUMBER OF IMPORTANT FACTORS AFFECTING THE COMPANY'S BUSINESS AND FINANCIAL RESULTS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE STATED IN THE FORWARD-LOOKING STATEMENTS. THOSE FACTORS INCLUDE WEATHER, ENERGY SUPPLY AND DEMAND, DEVELOPMENTS IN THE LEGISLATIVE, REGULATORY AND COMPETITIVE ENVIRONMENT, ELECTRIC AND GAS INDUSTRY RESTRUCTURING AND COST RECOVERY, FUTURE MARKET PRICES FOR ENERGY, CAPACITY AND ANCILLARY SERVICES, NUCLEAR INDUSTRY REGULATION, THE OUTCOME OF PENDING LITIGATION, AND CERTAIN ENVIRONMENTAL MATTERS, PARTICULARLY ONGOING DEVELOPMENT OF AIR QUALITY REGULATIONS AND INDUSTRIAL WASTE REMEDIATION REQUIREMENTS.

ARTICLE OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET, CONSOLIDATED STATEMENT OF INCOME AND CONSOLIDATED STATEMENT OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END BOOK VALUE TOTAL NET UTILITY PLANT OTHER PROPERTY AND INVEST TOTAL CURRENT ASSETS TOTAL DEFERRED CHARGES OTHER ASSETS

3 MOS Dec 31 2000 Jan 01 2000 Jun 30 2000 PER BOOK 923,609 74,579 114,513 148,750 0

ARTICLE OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET, CONSOLIDATED STATEMENT OF INCOME AND CONSOLIDATED STATEMENT OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END BOOK VALUE TOTAL NET UTILITY PLANT OTHER PROPERTY AND INVEST TOTAL CURRENT ASSETS TOTAL DEFERRED CHARGES OTHER ASSETS TOTAL ASSETS COMMON CAPITAL SURPLUS PAID IN RETAINED EARNINGS TOTAL COMMON STOCKHOLDERS EQ PREFERRED MANDATORY PREFERRED LONG TERM DEBT NET SHORT TERM NOTES LONG TERM NOTES PAYABLE COMMERCIAL PAPER OBLIGATIONS LONG TERM DEBT CURRENT PORT PREFERRED STOCK CURRENT CAPITAL LEASE OBLIGATIONS LEASES CURRENT OTHER ITEMS CAPITAL AND LIAB TOT CAPITALIZATION AND LIAB GROSS OPERATING REVENUE INCOME TAX EXPENSE OTHER OPERATING EXPENSES TOTAL OPERATING EXPENSES OPERATING INCOME LOSS OTHER INCOME NET INCOME BEFORE INTEREST EXPEN TOTAL INTEREST EXPENSE NET INCOME PREFERRED STOCK DIVIDENDS EARNINGS AVAILABLE FOR COMM COMMON STOCK DIVIDENDS TOTAL INTEREST ON BONDS CASH FLOW OPERATIONS EPS BASIC EPS DILUTED

3 MOS Dec 31 2000 Jan 01 2000 Jun 30 2000 PER BOOK 923,609 74,579 114,513 148,750 0 1,261,451 84,311 267,336 110,424 462,071 35,000 21,030 335,355 4,500 0 0 47,610 0 0 0 355,885 1,261,451 305,117 13,995 252,198 266,193 38,924 4,869 43,793 15,335 28,458 1,615 26,843 9,106 11,879 48,869 0.00 0.00