Exhibit 10(i)54 PROMISSORY
NOTE Date:
6/22/07Poughkeepsie, New York FOR VALUE RECEIVED, the
undersigned, Central Hudson Gas & Electric Corporation, a New York
corporation (the Company), promises to pay to the order of Citizens Bank,
N.A. (the Bank), on demand, at the principal office of the Bank located 833
Broadway Albany, NY, the principal sum equal to the lesser of (a) 40,000,000.00
or (b) the aggregate unpaid principal amount of all advances (the Loans) made
to the Company by the Bank hereunder, as reflected on the schedule (the
Schedule) to this promissory note (this Note) or otherwise in accordance
with the Banks usual practices on the Banks loan account records, payable to
the Bank on the respective maturity date of each such Loan specified on the
Schedule, in lawful money of the United State of America and in immediately
available funds, and to pay interest (computed on the bases of a year of 360
days for the actual days elapsed) on the unpaid principal amount of such loans
until due, in like funds, at the rate per annum for each such Loan specified on
the Schedule. The principal amount of any Loan not paid when due hereunder
shall thereafter bear interest at a rate per annum equal to two percent in
excess of the rate announced by the Bank from time to time as its prime rate.
Interest not paid when due shall thereafter bear like interest as the principal
to the extent permitted by applicable law. Any
of the persons authorized to borrow on behalf of the Company (an Authorized
Person), the names of which shall be communicated by the Company to the Bank
in writing, may request a Loan hereunder by telephone which shall be confirmed
by the Company in writing the same day via facsimile or electronic mail. In the
absence of the Banks negligence or willful misconduct, the Company agrees
that, in implementing this arrangement, the Bank is authorized to honor
requests for Loans which it believes, in good faith, to emanate from Authorized
Person acting pursuant to this Note. The Bank shall credit all Loan proceeds to
such Company bank account as the Company identifies in writing to the Bank,
which account shall be maintained with the Bank. The
Company hereby irrevocably authorizes the Bank to endorse on the Schedule, or
otherwise in accordance with Banks usual practices, the amount and maturity
date of each Loan made by the Bank to the Company hereunder, the interest rate
therefore, the   amount of principal payments
thereof, and the outstanding principal balance hereunder from time to time, and
all such endorsements shall constitute prima facie evidence of the accuracy of
the information so recorded (in the absence of an error that is clearly
apparent from the a review of the Schedule) in any proceeding to enforce a
payment under this Note; provided, however, that no failure or omission to make
any such notation shall affect the obligations of the Company to repay each
Loan hereunder. The Bank shall have no
obligation to make any Loans or to renew any Loan hereunder at any time.
The Company may repay voluntarily any Loan hereunder prior to its stated final
maturity date.

In
the event that the Company fails to pay any amount of principal or interest on
any Loan as the same shall become due and payable, the Bank may declare the
entire unpaid principal amount of all Loans due and payable in whole or in
part, whereupon the principal amount of all Loans so declared to be due
payable, together with accrued interest thereon, shall become forthwith due and
payable, without notice, demand, protest or presentment of any kind, all of
which are expressly waived by the Company.

This
Note shall be governed by and construed in accordance with the laws of the
State of New York, without regard to any provision thereof which would require
the application of the laws of any other jurisdiction.

Central
 Hudson Gas & Electric
 CorporationBy:
-s- Stacey A. RennerName: Stacey A. RennerTitle:   TreasurerSCHEDULE

LOANS
AND PAYMENTS OF PRINCIPAL

Date of
 Notation

Amount of
 Loan

Maturity
 Date

Interest
 Rate

Amount
 of
 Principal
 Paid or
 Prepaid

Unpaid
 Principal
 Balance