40 Promissory Note of Central Hudson Gas & Electric Corporation, dated April 23, 2008, payable to the order of JPMorgan Chase Bank, N.A. (Incorporated herein by reference to CH Energy Groups Annual Report on Form 10-K for the year ended December 31, 2008; Exhibit (10)(i)40)

JP MORGAN PROMISSORY NOTE

Exhibit 10(i)40

          FOR Value Received, CENTRAL HUDSON GAS & ELECTRIC CORPORATION, a New York corporation (the “Debtor”), HEREBY PROMISES TO PAY to the order of JPMORGAN CHASE BANK, N.A. (the “Bank”), at its offices located at 12 Corporate Woods Blvd., Albany, New York 12211, or at such other place as the Bank or any holder hereof may from time to time designate, the principal sum of Fifteen Million and 00/100 Dollars ($15,000,000), or such lesser amount as may constitute the outstanding balance hereof, in lawful money of the United States, on or before the earlier of (i) On demand; (ii) June 30, 2009 (the “Termination Date”); or (iii) the date set forth on the Grid Schedule attached hereto as the maturity date (the “Maturity Date”) with respect to each loan made hereunder (each a “Loan” and collectively, the “Loans”); and to pay interest in like money at said office or place from the date hereof on the unpaid principal balance of each Loan made hereunder at a rate equal to the “Applicable Interest Rate” (as hereinafter defined) for such Loan, which interest shall be payable on the first day of each month commencing with the first month immediately following the date of a Loan and on the Maturity Date for such Loan or until such Loan shall be due and payable by acceleration or otherwise, and thereafter, on demand. Interest after the Maturity Date for a Loan or after a Loan becomes due and payable by acceleration or otherwise shall be payable at a rate of two percent (2%) per annum above the Bank’s Prime Rate, which rate shall be computed for the actual number of days elapsed on the basis of a 360-day year and shall be adjusted as of the date of each such change, but in no event higher than the maximum permitted under applicable law. “Prime Rate” shall mean the rate of interest as is publicly announced at the Bank’s principal office from time to time as its Prime Rate.

          The Bank is authorized to enter on the Grid Schedule attached hereto (i) the amount of each Loan made from time to time hereunder, (ii) the date on which each Loan is made, (iii) the Maturity Date for each Loan, which in no event shall be a date later than the Termination Date; (iv) the Interest Rate agreed upon between the Debtor and the Bank for each Loan (each such rate, the “Applicable Interest Rate” being either the “Fixed Rate”, or the “Prime Rate”, as hereinabove defined); (v) the amount of each payment made hereunder, and (vi) the outstanding principal balance of the Loans hereunder from time to time, all of which entries, in the absence of manifest error, shall be conclusive and binding on the Debtor; provided, however, that the failure of the Bank to make any such entries shall not relieve the Debtor from its obligation to pay any amount due hereunder.

          “Fixed Rate” means a rate of interest per annum quoted to the Debtor by the Bank in its discretion, from time to time at the request of the Debtor, by 11:00 a.m., New York City time, upon one (1) Business Days’ prior request therefor by the Debtor; such quoted rate shall be the fixed rate which would be applicable to a Fixed Rate Loan by the Bank on the requested date for the proposed borrowing, in the specified amount and with the specified Interest Period; the Debtor may request a Fixed Rate Loan on the basis of such quote, Notwithstanding any other provision of this Note, (i) rates quoted by the Bank shall be determined in the sole discretion of the Bank by reference to such factors and considerations as the Bank shall deem relevant, and (ii) the Bank shall not be required to quote any rate at all for any proposed Loan or upon the termination of an Interest Period relating to any existing Loan.