CENTRAL HUDSON GAS & ELECTRIC CORP
TRUST AGREEMENT
<DOCUMENT>
<TYPE>EX-10.(III)19
<SEQUENCE>11
<FILENAME>c23155_ex10-iii19.txt
<DESCRIPTION>TRUST AGREEMENT
<TEXT>

                                                             EXHIBIT (10)(iii)19











                                 TRUST AGREEMENT

                                 by and between

                       Central Gas & Electric Corporation

                                       and

                               ING National Trust

<PAGE>


            Central Gas & Electric Corporation Savings Incentive Plan
                                 TRUST AGREEMENT

THIS TRUST  AGREEMENT,  effective  as of the 1st day of  October,  2001  between
Central Gas & Electric Corporation (the "Company") in its corporate capacity and
as the Plan Sponsor of the Central Gas & Electric  Corporation Savings Incentive
Plan (the "Plan"), SIP Committee, as the named fiduciary of the Plan (the "Named
Fiduciary") and ING National Trust (the "Trustee").

                                   WITNESSETH:

       WHEREAS,  the  Company has adopted the Plan which is intended to meet the
requirements  of  the  Employee  Retirement  Income  Security  Act,  as  amended
("ERISA"),  and Section 401(a) of the Internal  Revenue Code of 1986, as amended
("Code"), for the benefit of the employees therein described; and

       WHEREAS,  the Company  has  established  or desires to  establish a trust
constituting  a part of the Plan,  pursuant to which  assets are held to provide
for the funding of and payment of benefits under the Plan; and

       WHEREAS,  the Named Fiduciary is the  `Administrator"  of the Plan, which
has been allocated to power to administer the Plan ("Named Fiduciary")

       WHEREAS, the Named Fiduciary has determined that all Plan Participants be
permitted to direct the investment of their individual account balances by means
of an investment  program  offered by Aetna Life  Insurance and Annuity  Company
("ALIAC"),  and in connection therewith, has appointed Trustee as a recordkeeper
to the Plan  under a  separate  plan  services  agreement  and Aetna  Investment
Services, Inc. (the "Broker") to provide brokerage services to the Plan; and

       WHEREAS,  the Named Fiduciary  wishes to appoint the Trustee as a trustee
to the Plan in accordance with the terms and conditions of this Agreement;

       WHEREAS,  the Plan and the Trust  Agreement for the Plan are set forth in
an  Agreement  ("Agreement")  entered into on  September  20, 1995,  between the
Company  and Mellon  Bank,  N.A.,  as Trustee  ("Mellon")  which was  thereafter
amended  by  instrument  effective  January  1, 2001 (as  amended  the  "Plan"),
pursuant to which Plan a Trust Fund was established for the benefit of the Plan;
and

       WHEREAS, the Company has appointed ING National Trust, as successor
trustee to Mellon; and

       WHEREAS, the Trustee and the Company proposed to enter into a separate
Trust Agreement for the Trust Fund;

       WHEREAS,  the Plan is being  contemporaneously  amended by the Company to
reflect said separate Trust Agreement;

       NOW, THEREFORE,  the Company, the Named Fiduciary,  and the Trustee, each
intending to be legally bound, agree as follows:

                SECTION 1 - ESTABLISHMENT AND OPERATION OF TRUST

       1.1    APPOINTMENT  AND ACCEPTANCE OF TRUSTEE.  The Company has appointed
the Trustee as successor  Trustee of the Trust fund  heretofore  established for
the Plan,  as such fund now exists and shall  exist from time to time  (`Fund").
The Fund shall be held by the Trustee in trust and dealt with in accordance with
the provisions of this Agreement. The Fund shall not

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include any  interest in any direct or indirect  investments  in real  property,
leaseholds,  mineral  interests or  participations  in a real estate  investment
trust or corporation  organized  under Section 501(c) or 501(c)(25) of the Code.
The Trustee shall have no  responsibility  for any property until it is received
and  accepted by the Trustee,  or for any property of the Plan not  delivered to
the  Trustee and  accepted by the Trustee to be a part of the Fund.  The Trustee
hereby  accepts  its  appointment,  acknowledges  that  it  assumes  the  duties
established  by this  Agreement,  and agrees to be bound by the terms  contained
herein.

       1.2    TRUSTEE  RESPONSIBILITIES.  The Trustee shall receive and hold the
assets  of the  Fund  on  behalf  of  Plan  participants  and  beneficiaries  in
accordance with the terms of this Agreement. The duties of the Trustee hereunder
are as a directed  trustee and the Trustee shall act solely in  accordance  with
the instructions of the Named Fiduciary or Authorized Parties in accordance with
Sections 2.2 and 2.3 of this Agreement ("Authorized  Instructions").  Nothing in
this Agreement is intended to give the Trustee any discretionary responsibility,
authority or control with respect to the  management  or  administration  of the
Plan or the management of the assets of the Plan. Further,  the Trustee is not a
party to the Plan and has no duties or  responsibilities  other  than those that
may be expressly  contained in this Agreement and ERISA.  In any case in which a
provision of this  Agreement  conflicts  with any  provision  in the Plan,  this
Agreement shall control.

       1.3    EXCLUSIVE BENEFIT. Except as may be permitted by law, by the terms
of the Plan, or by this Agreement,  at no time prior to the  satisfaction of all
liabilities with respect to participants and their  beneficiaries under the Plan
shall any part of the Fund be used for or diverted to any purpose other than for
the exclusive benefit of the participants and their beneficiaries. The assets of
the Fund shall be held for the  exclusive  purposes  of  providing  benefits  to
participants  of the Plan and their  beneficiaries  and defraying the reasonable
expenses of administering the Plan and the Trust.

       1.4    STANDARD OF CARE.  The Trustee  shall  discharge  its duties under
this Agreement  with the care and skill required under ERISA.  The Trustee shall
not be  liable  for any acts or  omissions  of  another  person  other  than the
negligent  acts or omissions of its own employees and agents.  The Trustee shall
not be  responsible  for the title,  validity or  genuineness of any property or
evidence of title  thereto  received by it or  delivered  by it pursuant to this
Agreement  and  shall be held  harmless  in  acting  upon any  notice,  request,
direction,  instruction,  consent, certification or other instrument believed by
it to be genuine and delivered by the proper party or parties.

       1.5    CONTRIBUTIONS.  The Trustee shall receive  contributions  or other
amounts  for  deposit  to the Plan  that are  delivered  to the  Trustee  or its
designated  agent for deposit to or for the benefit of the Plan.  In  accordance
with Authorized Instructions,  the Trustee shall transmit contributions received
to the Broker for the purpose of settling  the Plan's  investment  transactions.
The Company shall have sole duty and responsibility for the determination of the
accuracy or sufficiency of the  contributions  to be made under the Plan and for
the transmittal of contributions or other amounts to the Plan. The Trustee shall
have no duty or responsibility (a) to determine the amounts to be contributed to
or transferred to the Plan or on behalf of the  participants of the Plan, (b) to
collect any  contributions or transfers to the Plan or to enforce the

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collection of any such  contributions  or transfers,  or (c) for the adequacy of
amounts  deposited  to the  Fund  to  meet  and  discharge  any  of  the  Plan's
liabilities.

       1.6    RETURN OF  CONTRIBUTIONS.  Notwithstanding  any other provision of
this Agreement (a) contributions  made by the Company based upon mistake of fact
may be returned to the Company within one year of such contribution,  and (b) as
all contributions to the Plan are conditioned upon their deductibility under the
Code, if a deduction for such a contribution  is disallowed,  such  contribution
may be  returned  to the  Company  within one year of the  disallowance  of such
deduction;  provided that the return of contributions under this Section 1.6 may
not violate any provision of the Plan.  The Trustee  shall return  contributions
under this Section 1.6 only in accordance with Authorized  Instructions  and the
Trustee shall have no duty to determine whether the return of such contributions
is permitted under this Section 1.6 and the Plan.

       1.7    DISTRIBUTIONS.   The   Trustee   shall  make   distributions   and
disbursements  from the Fund solely in accordance with Authorized  Instructions.
The Company  agrees that the Trustee shall not have any  responsibility  or duty
under  this  Agreement  to see to the  proper  application  of any  payment,  to
determine the tax effect of any payment,  or to determine whether a distribution
or disbursement to any person paid in accordance with Authorized Instructions is
appropriate under the terms of the Plan and applicable law.

       1.8    COMPLIANCE  WITH LAW.  The Trust is  intended to comply with ERISA
and to be tax-exempt  under Section 501(a) of the Code.  The Company  represents
that it has received a  determination  letter from the Internal  Revenue Service
indicating  that the Plan meets the  requirements of Section 401(a) of the Code.
The Company and Named Fiduciary each agree to immediately  notify the Trustee if
the Plan ceases to be so qualified.

                             SECTION 2 - AUTHORITIES

       2.1    AUTHORITY TO EXECUTE  AGREEMENT.  The Company  shall  certify that
they have the power and authority to enter into this  Agreement on behalf of the
Plan. The person(s) signing below as representatives of the Company warrant,  as
individuals,  that he/she is an authorized  representative  of the Company,  all
signatures are genuine and the persons indicated are authorized to sign.

       2.2    AUTHORIZED  PARTIES.  The  Company  shall  concurrently  with  the
execution  of this  Agreement,  furnish the Trustee  with a written  list of the
names,  signatures,  and extent of authority of all persons authorized to direct
the Trustee and  otherwise  act on behalf of the Company under the terms of this
Agreement. Such persons designated by the Company to act on its behalf hereunder
are "Authorized Parties".  The Trustee shall be entitled to rely on and shall be
fully  protected in acting upon  directions,  instructions,  and any information
provided by an  Authorized  Party until  notified in writing by the Company of a
change of the identity or extent of authority of an Authorized Party.

       2.3    AUTHORIZED  INSTRUCTIONS.  All directions and  instructions to the
Trustee  from  an  Authorized  Party  ("Authorized  Instructions")  shall  be in
writing,  transmitted by mail  (including

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<PAGE>


electronic  mail) or by facsimile  The Trustee  shall be entitled to rely on and
shall be fully  protected in acting in accordance  with all such  directions and
instructions  which it  reasonably  believes to have been given by an Authorized
Party and in failing to act in the absence thereof.


                          SECTION 3 - POWERS AND DUTIES

       3.1    GENERAL POWERS AND DUTIES OF TRUSTEE.  In administering the Trust,
the Trustee shall be specifically authorized to:

       (a)    In accordance  with  Authorized  Instructions,  receive,  hold and
maintain custody of, and disburse Plan assets;

       (b)    Hold  securities  or other  Plan  property  in book  entry form or
through  another agent or nominee,  including  without  limitation in an omnibus
account  arrangement,  provided that the Trustee's records clearly indicate that
such securities or other property are held for the exclusive benefit of the Plan
and its participants and beneficiaries;

       (c)    Appoint   domestic   agents,   sub-trustees,   sub-custodians   or
depositories  (including  affiliates  of the  Trustee)  as to part or all of the
Fund, except that the indicia of ownership of any asset of the Fund shall not be
held outside the jurisdiction of the District Courts of the United States unless
in compliance with Section 404(b) of ERISA and regulations thereunder;

       (d)    Collect income payable to and dividends or other distributions due
to the Fund and sign on behalf  of the Plan any  declarations,  affidavits,  and
certificates of ownership required to collect income and principal payments;

       (e)    Collect  proceeds  from  assets of the Fund that may  mature or be
called;

       (f)    Until Authorized Instructions are received, hold the assets of the
Fund uninvested,  or invest the assets of the Fund in bank accounts of any bank,
and  the  Trustee  may  retain  any  earnings  on such  deposits  as part of its
compensation for services hereunder;

       (g)    Submit  or  cause  to be  submitted  to the  Named  Fiduciary  all
information  received by the Trustee  regarding  ownership rights  pertaining to
property held in the Fund;

       (h)    Exercise  all voting  rights  relating to employer  stock or other
securities held in the Fund as directed by the Named  Fiduciary;  provided that,
with respect to shares of employer  stock or other  securities  allocated to the
accounts of Plan participants,  unless otherwise directed by the Named Fiduciary
in writing,  the Trustee shall mail to each Plan  participant  who has shares of
such employer stock or other  security  credited to his or her account a copy of
the  notice  and  all  proxy  solicitation  materials  together  with  a  voting
instruction  form for return to the  Trustee or its  designee,  and the  Trustee
shall vote the shares as directed by each  participant and shall not vote

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shares for which it has not received  instructions from a participant Unless the
Named Fiduciary  instructs the Trustee to vote shares not voted by participants,
the Trustee  shall not be liable and shall be held  harmless for not voting such
shares.

       (i)    Commence or defend suits or legal  proceedings  and  represent the
Fund in all suits or legal  proceedings in any court or before any other body or
tribunal  as the Trustee  shall deem  necessary  to protect  the Fund  provided,
however,  that the Trustee  shall not be  obligated  to do so unless it has been
indemnified  by the Company and the Plan against all  expenses  and  liabilities
sustained in connection with such action;

       (j)    Employ suitable  agents and legal counsel,  who may be counsel for
the Company, and, as part of its reimbursable expenses under this Agreement, pay
their  reasonable  compensation  and expenses.  The Trustee shall be entitled to
rely on and may act upon  advice of counsel on all  matters,  and, if the use of
such counsel is authorized by the Named Fiduciary,  the Trustee shall be without
liability for any action reasonably taken or omitted pursuant to such advice;

       (k)    Make,  execute and deliver any and all  documents,  agreements  or
other instruments in writing as is necessary or desirable for the accomplishment
of any of the powers and duties in this Agreement; and

       (l)    Generally  take any action,  whether or not expressly  authorized,
which the Trustee may deem  necessary or desirable  for the  fulfillment  of its
duties hereunder.

                       SECTION 4 - INVESTMENT OF THE FUND

       4.1    INVESTMENT  OF THE FUND.  The assets of the Fund shall be invested
and reinvested among the investments selected by the Named Fiduciary.  The Named
Fiduciary shall have sole  responsibility for the investment and reinvestment of
the assets of the Fund, except to the extent that the Plan permits  participants
to  instruct  the  Named  Fiduciary  with  respect  to the  investment  of their
individual accounts among investment options selected by the Named Fiduciary for
the Plan. The Trustee shall have no duty or responsibility  for (a) selecting or
providing advice with respect to the selection of any investment options offered
under the Plan,  (b)  determining  or reviewing any securities or other property
purchased for or held by the Plan,  or (c) providing  advice with respect to the
purchase, retention, redemption, or sale of any securities or other property for
the Plan. In the event the Named  Fiduciary has selected  particular  investment
options offered by ALIAC into which Plan assets previously invested with another
investment  provider  are to be placed (a  procedure  known as  "mapping"),  the
Trustee shall bear no duty or responsibility  for determining the suitability of
the ALIAC investment offerings selected for this purpose.

       4.2    INVESTMENT  TRANSACTIONS.  Under the plan services agreement,  the
Trustee  receives  instructions  from the  Named  Fiduciary  or,  if the Plan so
provides, from the Plan participants, and sends plan-level trade instructions to
the Broker.  All investment  transactions  for the Fund shall be effected by the
Broker and the Trustee's sole  responsibility  therefore  shall be to, solely in
accordance with Authorized Instructions,  (a) timely transmit trade instructions
and  funds  to the  Broker  for  purposes  of  settling  the  Plan's  investment
transactions,  (b) receive and hold title to

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securities  purchased on the Plan's behalf, (c) cooperate with the Broker in the
transfer of  securities  or other  property of the Plan in  connection  with the
redemption  or sale of securities  or other  property,  and (d) collect from the
Broker proceeds received upon such redemptions or sales.

       4.3    APPOINTMENT  OF BROKER.  The Company hereby directs the Trustee to
appoint Broker to effect investment transactions on the Plan's behalf.

                     SECTION 5 - REPORTING AND RECORDKEEPING

       5.1    RECORDS AND REPORTS.  The Trustee shall keep  accurate  records of
all amounts  received to and  disbursed  from the Fund and the  investments  and
other transactions of the Fund for at least six years following the date of such
transaction. The Trustee shall provide a report of the assets of the Fund to the
Named Fiduciary from time to time, but at least  annually.  The Trustee may rely
on the  fair  market  value  of the  property  of the  Fund as  reported  by the
recordkeeper and the Trustee shall be fully protected in relying on such values.

       5.2    REVIEW OF REPORTS.  If,  within ninety (90) days after the Trustee
mails to the Named  Fiduciary a statement  with  respect to the Fund,  the Named
Fiduciary has not given the Trustee written notice of any exception or objection
thereto, the statement shall be deemed to have been approved,  and in such case,
to the  extent  permitted  by ERISA,  the  Trustee  shall not be liable  for any
matters in such statements.  The Named Fiduciary or its agent, upon giving prior
written  notice to  Trustee,  shall have the right at its own expense to inspect
the  Trustee's  books and records  directly  relating to the Fund during  normal
business hours. The Trustee shall be reimbursed its actual costs for making such
books and records available for inspection.

       5.3    NON-FUND ASSETS. The duties of the Trustee shall be limited to the
assets held in the Fund,  and the Trustee  shall have no duties with  respect to
assets held by any other person including, without limitation, any other trustee
for the Plan. The Company hereby agrees that the Trustee shall not serve as, and
shall not be deemed to be, a co-trustee under the circumstances,  and shall have
no co-fiduciary liability for any other person or trustee.

           SECTION 6 - COMPENSATION, EXPENSES, TAXES, INDEMNIFICATION

       6.1    COMPENSATION  AND  EXPENSES.  The  Trustee  shall be  entitled  to
compensation  for services  under this  Agreement as set forth in Exhibit A. The
Company acknowledges that the Trustee may increase the amount of compensation on
an annual basis with sixty (60) days' prior written  notice to the Company.  The
Trustee  shall  also be  entitled  to receive  as part of its  compensation  any
amounts earned under Section 3.1(f) and to reimbursement  for expenses  incurred
by it in the  discharge of its duties under this  Agreement in  accordance  with
Section 3.1. The Trustee is  authorized  to charge and collect from the Fund any
and all such fees and  expenses,  unless the Company  objects  within 30 days of
receiving  notice of the Trustee's  intent to collect its fees and expenses from
the Fund.

       6.2    TAX  OBLIGATIONS.  To the extent an Authorized  Party has provided
necessary  information to the Trustee, the Trustee may use reasonable efforts to
assist such  Authorized

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<PAGE>


Party to notify  the  Company or the Named  Fiduciary  (as  appropriate)  of any
responsibility  for payment of taxes,  withholding,  certification and reporting
requirements,  claims for  exemptions or refund,  interest,  penalties and other
related expenses of the Fund ("Tax Obligations"). Notwithstanding the foregoing,
the Trustee shall have no  responsibility  or liability for any Tax  Obligations
now or hereafter  imposed on the Company or the Fund by any taxing  authorities,
domestic or foreign,  except as  provided by  applicable  law. To the extent the
Trustee  is  responsible  under  any  applicable  law  for  payment  of any  Tax
Obligation on behalf of the Fund or the Trust,  the Named  Fiduciary shall cause
the appropriate  Authorized  Party to inform the Trustee of all Tax Obligations,
shall  direct  the  Trustee  with  respect  to  the   performance  of  such  Tax
Obligations,  and shall provide the Trustee with all information required by the
Trustee to meet such Tax Obligations.

       6.3    INDEMNIFICATION.  The  Company,  and to the  extent  permitted  by
ERISA,  the Plan, shall indemnify and hold harmless the Trustee from all claims,
liabilities,  losses, damages and expenses, including reasonable attorney's fees
and expenses  (including Tax Obligations)  incurred by the Trustee in connection
with this  Agreement,  except as a result of the  Trustee's  own  negligence  or
willful misconduct.  This indemnification  shall survive the termination of this
Agreement.

       6.4    FORCE MAJEURE.  The Trustee shall not be responsible or liable for
any  losses  to  the  Fund   resulting  from   nationalization,   expropriation,
devaluation,  seizure, or similar action by any governmental authority, de facto
or de jure; or enactment,  promulgation,  imposition or  enforcement by any such
governmental  authority of currency restrictions,  exchange controls,  levies or
other  charges  affecting  the  Fund's  property;  or acts  of  war,  terrorism,
insurrection  or  revolution;  or acts of God; or any other similar event beyond
the  control of the  Trustee or its  agents.  This  Section  shall  survive  the
termination of this Agreement.


            SECTION 7 - AMENDMENT, TERMINATION, RESIGNATION, REMOVAL

       7.1    AMENDMENT. This Agreement may be amended only by written agreement
signed by the parties hereto.

       7.2    REMOVAL OR RESIGNATION OF TRUSTEE. The Trustee may be removed with
respect to all or part of the Fund upon  receipt  of sixty  (60)  days'  written
notice from the Named  Fiduciary.  The  Trustee may resign as Trustee  hereunder
upon sixty (60) days' written notice  delivered to the Named  Fiduciary.  In the
event of such removal or resignation, the successor trustee will be appointed by
the Named Fiduciary, and the retiring Trustee shall transfer the Fund, less such
amounts as may be reasonable and necessary to cover its  compensation and direct
expenses including but not limited to, a pro-rata share of the fees described in
Section  6.1.  In the event the  Company  fails to appoint a  successor  trustee
within sixty (60) days of receipt of written notice of resignation,  the Trustee
reserves the right to seek the  appointment of a successor  trustee from a court
of competent  jurisdiction.  The Company  shall  indemnify  the Trustee from any
costs  incurred by the Trustee in seeking such  appointment.  The Trustee  shall
have no  duties,  responsibilities  or  liability  with  respect  to the acts or
omissions of any successor trustee.

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<PAGE>


       7.3    MERGER OR  CONSOLIDATION  OF  TRUSTEE.  Any entity  into which the
Trustee  may be  merged  or with  which it may be  consolidated,  or any  entity
resulting from any merger or  consolidation  to which the Trustee is a party, or
any entity  succeeding  to the trust  business of the Trustee,  shall become the
successor  of the  Trustee  hereunder,  without the  execution  or filing of any
instrument  or the  performance  of any  further  act on the part of the parties
hereto.

       7.4    PLAN TERMINATION.  Upon termination of the Plan, the Trustee shall
distribute  all assets then  constituting  the Fund,  less any fees and expenses
payable from the Fund, pursuant to the instructions of the Named Fiduciary.  The
Trustee  shall  be  entitled  to  assume  that  such  distributions  are in full
compliance  with and not in violation of the terms of the Plan or any applicable
law.

       7.5    PROPERTY NOT TRANSFERRED. The Trustee reserves the right to retain
such property as is not suitable for distribution or transfer at the time of the
termination  of the Plan or this  Agreement and shall hold such property for the
benefit of those persons or other entities  entitled to such property until such
time as the Trustee is able to make  distribution.  The Company shall  indemnify
the Trustee from any costs  incurred by the Trustee for  retaining  the property
until it can be distributed.  Upon the appointment and acceptance of a successor
trustee, the Trustee's sole duties shall be those of a custodian with respect to
the property not transferred.

                        SECTION 8 - ADDITIONAL PROVISIONS

       8.1    ASSIGNMENT  OR  ALIENATION.  Except as may be provided by law, the
Fund shall not be subject to any form of attachment, garnishment,  sequestration
or other actions of collection  afforded creditors of the Company,  participants
or beneficiaries  under the Plan. The Trustee shall not recognize any assignment
or alienation of benefits unless an Authorized Instruction is received.

       8.2    GOVERNING  LAW.  This  Agreement  shall be construed in accordance
with and  governed  by the laws of the State of  Connecticut,  to the extent not
preempted by Federal law.

       8.3    NECESSARY  PARTIES.  The  Trustee  reserves  the  right  to seek a
judicial or administrative determination as to its proper course of action under
this  Agreement.  Nothing  contained  herein will be construed or interpreted to
deny the  Trustee,  the Named  Fiduciary,  or the  Company the right to have the
Trustee's account  judicially  determined.  To the extent permitted by law, only
the Trustee,  the Named Fiduciary and the Company shall be necessary  parties in
any application to the courts for an  interpretation of this Agreement or for an
accounting  by the Trustee,  and no  participant  under the Plan or other person
having an  interest  in the Fund shall be  entitled  to any notice or service of
process.  Any final judgment  entered in such an action or proceeding  shall, to
the extent  permitted by law, be conclusive upon all persons.  The Company shall
indemnify  the  Trustee for any costs  incurred  by the Trustee in seeking  such
judgment.

       8.4    NOTICES. All notices and other  communications  hereunder shall be
in writing and shall be sufficient if delivered by hand or if sent by telefax or
mail (including electronic mail), postage prepaid, addressed:

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<PAGE>


       (a)    If to the Trustee:

              Catherine M. Krokus
              President
              ING National Trust
              151 Farmington Ave., TNA1
              Hartford, Connecticut 06156

       (b)    If to the Company:

              Central Gas & Electric Corporation
              284 Soutrh Avenue
              Poughkeepsie, NY  12601-4879


The parties may by like notice,  designate  any future or  different  address to
which  subsequent  notices shall be sent.  Any notice shall be deemed given when
received.

       8.5    NO THIRD PARTY BENEFICIARIES. The provisions of this Agreement are
intended to benefit only the parties  hereto,  their  respective  successors and
assigns,  and participants and their  beneficiaries under the Plan. There are no
other third party beneficiaries.

       8.6    EXECUTION IN  COUNTERPARTS.  This Agreement may be executed in any
number of  counterparts,  each of which  shall be deemed an  original,  and said
counterparts  shall  constitute  but  one  and the  same  instrument  and may be
sufficiently evidenced by one counterpart.

       IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the effective date set forth above.

CENTRAL GAS & ELECTRIC CORPORATION             ING NATIONAL TRUST

By:  ___________________________               By:  ____________________________

Name: _________________________                Name: ___________________________

Title: __________________________              Title: __________________________


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<PAGE>


                                    EXHIBIT A

                                      FEES

In consideration for services rendered according to the terms of this Agreement,
the Trustee shall be paid according to the following fee schedule:

For Initial calendar year plan is with ING National Trust:                  $500

For calendar years after initial year of effective date
  with ING National Trust:                                                  $500

In the event the annual  payment is not  received  by the Trustee as of December
15th of a calendar  year,  the Trustee  shall  notify the  Company.  The Company
shall, on behalf of the Plan,  immediately forward to the Trustee the difference
between the amount due and the amount the Trustee received.


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</TEXT>
</DOCUMENT>
