INDEMNIFICATION AGREEMENT

Exhibit 10(iii)(3)

INDEMNIFICATION AGREEMENT

          THIS AGREEMENT is made this ___ day of ____________, 2009 between CENTRAL HUDSON ENTERPRISES CORPORATION, a New York corporation (the “Company”), and ________________ (the “Officer”).

          WHEREAS, it is essential for the Company to be able to attract and retain highly capable persons as Officers of the Company;

          WHEREAS, the Company and the Officer each recognize the risk of litigation and other claims being asserted against officers of public companies in the current business environment;

          WHEREAS, the Company recognizes the Officer’s need for substantial protection against personal liability, and the Company desires to provide in this Agreement for the indemnification of, and the advancement of expenses to, the Officer to the fullest extent permitted by the New York Business Corporation Law; and

          WHEREAS, the Officer is relying on the contractual assurances provided by this Agreement in determining whether to begin serving, or to continue serving, as an Officer of the Company;

          NOW, THEREFORE, in consideration of the premises and as an inducement to the Officer to serve or continue to serve the Company as an Officer, and intending to be legally bound hereby, the Company and the Officer agree as follows:

           Section 1 . Certain Definitions . Capitalized terms used in this Agreement have the meanings set forth in the text of this Agreement or in the Definitions contained in Appendix A to this Agreement.

           Section 2 . Indemnification . The Company shall indemnify the Officer as follows:

          (a)      Indemnification to the Fullest Extent Permitted by Law . The Company shall indemnify the Officer and hold the Officer harmless, to the fullest extent permitted by the

NYBCL, from and against all Judgments and all Expenses incurred by the Officer in connection with any Proceeding by reason of or relating to his Corporate Status.

          (b)      Indemnification – General Provisions . The rights to indemnification provided by Section 2(a) to the Officer shall include, but shall not be limited to, the rights provided to the Officer by this Section 2(b) and the other Sections of this Agreement. Without diminishing in any way the scope of indemnification rights provided to the Officer by Section 2(a), the Company agrees that it shall indemnify the Officer and hold the Officer harmless from and against all Judgments and all Expenses incurred by the Officer in connection with any Proceeding by reason of or relating to his Corporate Status, provided the Officer has met the standard of conduct (the “Applicable Standard of Conduct”) set forth in the following sentence. The Applicable Standard of Conduct shall mean that there is not a Judgment or other final adjudication adverse to the Officer which has established that: (i) his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated; or (ii) he personally gained in fact a financial profit or other advantage to which he was not legally entitled.

          (c)      Indemnification for Expenses When Wholly or Partly Successful . Notwithstanding any other provision of this Agreement, to the extent that the Officer is, by reason of or relating to his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If the Officer is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify the Officer against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Agreement, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

          (d)      Indemnification of Expenses as a Witness . The Company shall indemnify the Officer and hold the Officer harmless from and against all Expenses actually and reasonably

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incurred by him in connection with serving as a witness, by reason of or relating to his Corporate Status, in any Proceeding to which he is not a party.

           Section 3 . Indemnification Procedures . (a) To obtain indemnification under this Agreement, the Officer shall submit to the Company a written request with such documentation and information as is reasonably available to him for the determination of whether he is entitled to indemnification under this Agreement.

          (b)     Within twenty (20) days from the Company’s receipt of a written request from the Officer for indemnification pursuant to Section 2(c), 2(d) and/or the last sentence of Section 3(c), the Company shall make all required indemnification payments to the Officer. Within sixty (60) days from the Company’s receipt of a written request from the Officer for indemnification pursuant to Section 2(a) and/or Section 2(b), a determination of whether or not the Officer has met the Applicable Standard of Conduct shall be made as follows:

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          (c)     If it is determined that the Officer has met the Applicable Standard of Conduct, the Company shall make all required indemnification payments to the Officer within ten (10) days after receiving written notice of the determination. The Officer shall cooperate with the person(s) making the determination, including providing, upon reasonable advance request, any documentation or information relevant to the determination that is not privileged or otherwise protected from disclosure and that is reasonably available to the Officer. Any Expenses incurred by the Officer in so cooperating with the person(s) making the determination shall be borne by the Company (irrespective of the determination as to the Officer’s entitlement to indemnification).

          (d)     If an Independent Counsel is required or directed under Section 3(b) to determine whether the Officer has met the Applicable Standard of Conduct, the Independent Counsel shall meet the qualification requirements for Independent Counsel set forth in Appendix A and shall be selected, within fifteen (15) days from the Company’s receipt of the Officer’s written request for indemnification, as follows:

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Within ten (10) days after the Company or the Officer, as the case may be, gives the other written notice of the selection of the Independent Counsel, the party receiving such notice may give the party giving such notice a written objection to the Independent Counsel that has been selected. Any such objection can be based only on the ground that the selected Independent Counsel does not meet the qualification requirements for “Independent Counsel” as set forth in Appendix A, and the objection must set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the selected law firm or lawyer shall act as Independent Counsel with respect to the request for indemnification. If a timely written objection is made setting forth with particularity the factual basis for the assertion, the selected Independent Counsel may not serve as Independent Counsel unless and until the objection is withdrawn or a court has determined that the objection is without merit. If, within thirty (30) days after the submission by the Officer of the written request for indemnification pursuant to Section 3(a), an Independent Counsel has not been selected or all objections to a selected Independent Counsel have not been resolved, either the Company or the Officer may petition the Supreme Court of the State of New York in New York County or in Dutchess County for (i) an expedited judicial resolution of any objection that has been made by the Company or by the Officer to the other’s selection of Independent Counsel, and/or for (ii) an expedited judicial appointment as Independent Counsel of a person designated by the Court (or by such other person as the Court shall designate); and the law firm or lawyer with respect to whom all objections are so resolved by the Court or the law firm or lawyer so appointed by the Court or its designee shall be the Independent Counsel for purposes of making the determination of whether the Officer is entitled to indemnification under this Section 3 with respect to the Officer’s request for indemnification. If an expedited judicial decision is not received within sixty (60) days from

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the Company’s receipt of the Officer’s written request for indemnification, the Officer shall have the option of waiting for a judicial decision with respect to the choice of an Independent Counsel or pursuing his remedies under Section 6. If the Officer chooses to pursue his remedies under Section 6, the Officer and the Company shall promptly file a stipulation with the Court withdrawing any and all petitions filed pursuant to this Section 3(d).

          (e)     Upon the commencement of any judicial proceeding or arbitration pursuant to Section 6(a), the selected Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). The Company shall pay the reasonable fees and expenses of the selected law firm or lawyer incurred in connection with acting or preparing to act as Independent Counsel.

          (f)     In determining whether the Officer is entitled to indemnification under this Agreement, the person(s) making such determination shall presume that the Officer has met the Applicable Standard of Conduct, and the Company shall have the burden of proof to overcome that presumption in making any determination contrary to that presumption. In this connection, the person(s) making the determination shall be bound by an explicit judicial finding in the relevant Proceeding that (A) the Officer’s acts were committed in bad faith or were the result of active or deliberate dishonesty and were material to the cause of action so adjudicated or (B) the Officer personally gained, in fact, a financial profit or other advantage to which he was not legally entitled. In the absence of such an explicit and specific judicial finding described in the prior sentence, the person(s) making the determination shall decide, on the basis of reasonably available information, whether the final adjudication in the proceeding establishes that the Officer has met the Applicable Standard of Conduct. The termination of any Proceeding by judgment, settlement, conviction or upon a plea of nolo contendere (or its equivalent) shall not by itself create a presumption that the Officer’s acts (i) were committed in bad faith, (ii) were the result of active and deliberate dishonesty, (iii) were material to the cause of action against the Officer, or (iv) that the Officer personally gained in fact a financial profit or other advantage to which he was not legally entitled.

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          (g)     No determination as to whether the Officer has met the Applicable Standard of Conduct shall be required prior to the final disposition of the Proceeding.

          (h)     For purposes of determining whether the Officer acted in bad faith, the Officer shall be deemed to have acted in good faith if the Officer acted in reliance (without knowledge of any materially false or misleading statement or omission therein) on (i) the records or books of account of the Enterprise, including financial statements, (ii) information supplied to the Officer by the officers of the Enterprise in the course of their duties, (iii) the advice of legal counsel for the Enterprise, or (iv) information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. The provisions of this Section shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Officer may be deemed to be entitled to indemnification.

          (i)     An Officer who acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed not to have acted in “bad faith” as referred to in this Agreement.

          (j)     The knowledge or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to the Officer for purposes of determining whether the Officer has met the Applicable Standard of Conduct.

           Section 4 . Advance of Expenses . The Company shall advance to the Officer full payment for Expenses incurred by the Officer (or reasonably expected to be incurred by the Officer during the three (3) months following a request for payment) by reason of or relating to his Corporate Status, in connection with any Proceeding, and such advances shall be made within thirty (30) days after the receipt by the Company of a statement or statements requesting such advances from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to the Officer’s ability to repay the amounts advanced and without regard to the Officer’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall

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include payment for any and all Expenses reasonably incurred by the Officer in pursuing an action to enforce this right to receive advances of Expenses, including Expenses incurred in preparing and forwarding statements to the Company to support the advances sought. The Officer hereby agrees and undertakes to repay all such advances to the extent that it is ultimately determined that he is not entitled to be indemnified by the Company for the Proceeding (or for particular claims, issues, or matters in such Proceeding) with respect to which the advance is made.

         Section 5 . Certain Exclusions . Notwithstanding any other provision of this Agreement, the Company shall not be obligated by this Agreement to indemnify the Officer, or to advance Expenses, with respect to: