Exhibit (99) (i) 8


                                STATE OF NEW YORK
                            PUBLIC SERVICE COMMISSION

                                              At a Session of the Public Service
                                                  Commission held in the City of
                                                   New York on December 13, 2000

COMMISSIONERS PRESENT:

Maureen O. Helmer, Chairman
Thomas J. Dunleavy
James D. Bennett
Leonard A. Weiss
Neal N. Galvin

CASE 96-E-0909 -  In the Matter of Central Hudson Gas & Electric Corporation's
                  Plans For Electric Rate/ Restructuring Pursuant to Opinion
                  No. 96-12.

CASE 96-E-0897 -  In the Matter of Consolidated Edison Company of New York, Inc.
                  's Plans For (1) Electric Rate/ Restructuring Pursuant to
                  Opinion No. 96-12; and (2) the Formation of a Holding Company
                  Pursuant to PSL section section 70, 108, and 110, and Certain
                  Related Transactions.

CASE 94-E-0098 -  Proceeding on Motion of the Commission as to the Rates,
                  Charges, Rules and Regulations of Niagara Mohawk Power
                  Corporation For Electric Service.

CASE 94-E-0099 -  Proceeding on Motion of the Commission as to the Rates,
                  Charges, Rules and Regulations of Niagara Mohawk Power
                  Corporation For Electric Street Lighting Service.

                         ORDER APPROVING TRANSFER OF THE
                        DANSKAMMER AND ROSETON GENERATING
                       STATIONS AND MAKING OTHER FINDINGS

                    (Issued and Effective December 20, 2000)
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BY THE COMMISSION:

                                   BACKGROUND

          In a petition dated September 21, 2000, Central Hudson Gas & Electric
Corporation (Central Hudson), Niagara Mohawk Power Corporation (Niagara Mohawk),
and Consolidated Edison Company of New York, Inc. (Con Edison)( collectively,
the Cotenants) request authority to transfer the Danskammer Generating Station
(Danskammer) and Roseton Generating Station (Roseton). Joining in the petition
is the purchaser and winning bidder in the auction for the facilities, Dynegy
Power Corporation, on behalf of its two wholly-owned entities, Dynegy
Danskammer, LLC and Dynegy Roseton, LLC (collectively, Dynegy). The purchase
price is $903 million, subject to adjustments at closing.

          Danskammer and Roseton are located adjacent to each other in the Town
of Newburgh, on the west side of the Hudson River. The total book value of the
generating facilities is approximately $234.8 million.

          Central Hudson is the sole owner of Danskammer, a 500 MW facility with
two units totaling 130 MW capable of burning natural gas or oil and two units
totaling 370 MW capable of burning coal or natural gas. Roseton is sized at 1200
MW, with two 600 MW units capable of burning natural gas or oil. Central Hudson
owns a 35% interest in the facility and operates it, while Con Edison owns 40%
and Niagara Mohawk owns 25%.

          In Opinion No. 98-14, 1 Central Hudson was required to divest its
fossil generation facilities no later than June 30, 2001. The utility

1 Case 96-E-0909, Central Hudson Gas and Electric Corporation -Plans For
Electric Rates and Restructuring, Opinion and Order Adopting Terms of Settlement
Subject to Modifications and Conditions, Opinion No. 98-14 (issued June 30,
1998).
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filed an auction plan on November 22, 1999, which was approved, subject to
modifications, in the Auction Plan Order. 2 Under that Order, Central Hudson was
authorized to auction Con Edison's and Niagara Mohawk's shares in Roseton.

          A Notice Soliciting Comments was issued in these proceedings on
October 16, 2000, requesting the filing of comments by November 10, 2000.
Subsequently, further comments were solicited in a Notice Establishing Scope of
Proceedings and Soliciting Supplemental Comments issued November 14, 2000 in
these proceedings and Case 00-E-1273. 3 The supplemental comments, on the issues
within the scope of this proceeding as defined in the Notice, were due November
27, 2000. These proceedings were also noticed under State Administrative
Procedure Act (SAPA) section 202(1), with those comments due November 27, 2000.
Comments were received from the Attorney General of the State of New York
(Attorney General) and Strategic Power Management (SPM) on November 27, 2000;
from Central Hudson, the City of New York (the City), and Mr. John J. Mavretich,
on November 30, 2000; from Multiple Intervenors (MI) on November 10 and November
27, 2000; and, from the County of Westchester (the County) on December 1, 2000.

THE AUCTION PLAN ORDER

          In the Auction Plan Order, Central Hudson was authorized to conduct a
two-phase auction process, soliciting non-binding preliminary bids in a Phase 1
and then winnowing the fields of participants to

2 Case 96-E-0909, supra, Order Authorizing the Process For the Auctioning of
Generation Plant and Modifying Prior Orders (issued February 23, 2000).

3 Case 00-E-1273, Proceeding on Motion of the Commission as to the Rates,
Charges, Rules and Regulations of Central Hudson Gas & Electric Corporation for
Electric Service.
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binding bidders in a Phase 2. If more than one of the Phase 2 bids clustered
around a particular price, the clustered bidders would then compete against each
other in a multiple-round ascending bid process, which would maximize the
auction proceeds.

          Central Hudson was authorized to auction the shares of Con Edison and
Niagara Mohawk in Roseton, as well as its own share. The utility, however, was
required to offer Danskammer and Roseton for sale separately, in order to
determine whether value would be maximized by combining the plants together for
sale to one new owner. Two other packages were identified -- the first a
combination of Central Hudson's 100% interest in Danskammer, an immediate 60%
interest in Roseton until December 31, 2004, and an additional 40% interest in
that plant commencing on the December 31, 2004 effective date of Central
Hudson's purchase option. 4 The second package was Con Edison's 40% interest in
Roseton between the date of the closing on the sales transaction and December
31, 2004.

          Central Hudson was also authorized to enter into a Transition Power
Purchase Agreement (TPA) with the winning bidder for the purchase of electricity
from the facilities when the new owner assumed control. While the utility was
permitted to offer a TPA with a five-year term, it was advised to consider
shortening the term and to re-evaluate potential extensions. In the auction,
bidders were permitted to submit offers reflecting their different valuations of
the TPA, so that the best avenue to maximizing auction proceeds could be
determined.

          Horizontal and vertical market guidelines were also implemented.
Horizontal market power occurs when one or a small number of generation

4 Central Hudson held an option, exercisable not later than December 31, 1999,
to purchase Con Edison's 40% interest in Roseton commencing as of December 31,
2004.
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entities owns a percentage share of generation supply large enough to improperly
raise prices above competitive market levels. The horizontal market power
guidelines, which generally track federal precedents, were incorporated in the
Auction Plan Order.

          Vertical market power occurs when an entity exercises market power at
one stage of the production process and leverages that power to gain an
advantage over its competition in a different stage of the production process. A
Statement of Policy Regarding Vertical Market Power was issued July 17, 1998 in
these and other proceedings. The utility was required to ensure compliance with
the Policy Statement in the event that the winner were affiliated with an entity
owning transmission or distribution facilities affecting delivery of electricity
into Central Hudson's service territory.

          Danskammer serves a local load pocket within Central Hudson's service
territory. As a result, the utility was authorized to mitigate the potential for
the exercise of market power within the load pocket through a contractual
arrangement with the new owner. 5

          Labor and environmental issues were analyzed in the Auction Plan
Order. Central Hudson would require the purchaser to honor all collective
bargaining agreements. Moreover, it also planned to require the purchaser to
assume on-site environmental liabilities, while the Cotenants retained
responsibility for off-site liabilities. While Central Hudson would transfer to
the new owner all the emissions allowances and credits necessary to operate the
plants in the future, it planned to retain excess

5 A load pocket is a portion of a utility's service territory in which load
levels, at certain times, will exceed the transfer capability into the area, and
so local generators must serve some of the load. Depending on these specific
circumstances, the local generators may or may not possess market power.
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SO2 and NOx allowances, and any excess allowances that it might accrue for
greenhouse gas emission reductions.

          To ensure that other environmental considerations were satisfied, a
Final Supplemental Generic Environmental Impact Statement (FSGEIS) associated
with the Auction Plan Order was issued on February 23, 2000. In the FSGEIS,
potential environmental, social and economic impacts arising out of the
divestiture process were evaluated. It was decided that the potential for
discontinuance of informal land use agreements at Danskammer and Roseton was a
potential adverse impact, beyond those addressed in the Final Generic
Environmental Impact Statement (FGEIS) issued in connection with Opinion No.
96-12. 6 Moreover, while the effect of divestiture on the local tax base was
considered in the FGEIS, it was determined in the FSGEIS that additional
mitigation was warranted.

          The new owner would be encouraged to continue all reasonable informal
land use arrangements. As to property taxes, Central Hudson and the Town of
Newburgh reached a three-year property tax settlement prior to the date of
issuance of the FSGEIS. While this settlement ameliorated the concern that the
change in ownership might result in an immediate impact on the Town's tax base,
the FSGEIS nevertheless established a voluntary mediation program where the
Commission's Staff would facilitate resolutions of assessment disputes between
the new owner and local community arising from a longer-term agreement.

          Roseton joint ownership provisions and allocations were considered.
In the Joint Sales Agreements Central Hudson negotiated with the other
Cotenants, it was compensated for its option to purchase Con Edison's

6 Cases 94-E-0952, In the Matter of Competitive Opportunities Regarding Electric
Service, Opinion No. 96-12 (issued May 20, 1996).
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40% interest in the facility. 7 Otherwise, the price allocations among the
Cotenants in general followed the apportionment of the respective shares owned
in Roseton. The Joint Sales Agreements also provided for the auction of Roseton
at the same time as Danskammer, and for allocation of the auction proceeds and
auction costs. Both Central Hudson and Con Edison relinquished their rights to
participate in the auction through affiliates. The Joint Sales Agreements were
conditionally approved, subject to review of their implementation.

          Various ratemaking matters were also addressed. The availability of
full retail access was accelerated in Central Hudson's service territory.
Moreover, an increase to the incentive Central Hudson could earn if the auction
were successful was approved. In addition to the prior $17.5 million maximum
incentive, the utility was allowed to retain from the excess proceeds, if any,
$83,333 for each month the date of divestiture is advanced from the June 2001
deadline.

          Central Hudson's proposed schedule for the auction was aggressive.
Indicative bids in Phase 1 would be due during May 2000, the selected Phase 2
bidders would conclude due diligence by July 2000, final bids would be due in
August 2000, and a winner would be selected in September 2000. Closing on the
sales transaction, after regulatory approvals, was expected by January 2001.

7 Cases 94-E-0098, et al., Niagara Mohawk Power Corporation -Plans for Electric
Rate and Restructuring, Order Authorizing Process for the Auctioning of
Generating Facilities (issued May 6, 1998)( NMPC Auction Order).
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                               THE JOINT PETITION

          In the joint petition, the Cotenants and Dynegy described the auction
process; the generation assets that will be transferred; Dynegy's ability to
operate and manage the facilities; the contracts that were executed between the
parties; and related issues. The petitioners ask that the transfer be approved
as in the public interest under Public Service Law (PSL) section 70; that the
transaction contracts be approved; that it be determined Dynegy's purchases are
in compliance with the vertical and horizontal market power guidelines; that
exempt wholesale generator (EWG) findings be made under section 32 of the Public
Utility Holding Company Act (PUHCA); and that each of the Cotenants' proposed
accounting and ratemaking treatment of the auction proceeds and costs be
approved.

          Dynegy is a wholly-owned subsidiary of Dynegy, Inc., an Illinois
corporation headquartered in Houston, Texas. Together with its parents and
affiliates, Dynegy is a leading provider of energy and telecommunications
services in North America, the United Kingdom and Europe. It currently owns
interests in facilities that generate more than 15,000 MW, makes, on average,
worldwide natural gas sales of more than 10 billion cubic feet per day, serves
more than 1.4 million retail electric customers, and employs approximately 5,000
people worldwide. The corporation's total assets are valued at $13 billion, with
annual operating revenues of more than $15 billion. Dynegy is rated at "BBB+" by
Standard and Poors and "Baa3" by Moody's.

THE AUCTION PROCESS

          Central Hudson asserts it conducted the auction in conformance with
the Auction Plan Order. It reports Navigant Consulting, Inc. (Navigant)
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served as its auction advisor and manager, and oversaw the auction process.
According to the petitioners, the auction process began in March 2000 with a
solicitation directed to more than 2,000 prospective bidders. Approximately 62
entities responded, with 28 companies executing a confidentiality agreement and
meeting the requisite qualifications. During Phase 1, these prospective bidders
received an offering memorandum, were allowed to tour the plants, and were
permitted to submit questions through Navigant.

          At the end of Phase 1, indicative bids were received from 17
participants. The bidders quantified their offers for the two packages offered
--Con Edison's interest in Roseton and the Cotenants' interests in the remaining
facilities. The bidders were offered the opportunity to submit indicative bids
separately on Danskammer and Roseton, and were instructed to submit bids with
and without the TPA obligation.

          On May 31, 2000, 11 bidders were invited to participate in Phase 2.
After further due diligence efforts, including the submission of and response to
1,340 questions, final bids were solicited on July 31, 2000. Seven final,
binding bids and one non-binding bid were received.

          These bids were evaluated based on the price offered, proposed
changes to the transactions agreements, financial qualifications, and the
ability to timely close. The top two bidders were selected for further
evaluation, and Dynegy was then selected as the winner with a bid of $903
million. Transaction agreements were executed on August 7, 2000.

THE TRANSACTION CONTRACTS

          Central Hudson, Con Edison and Niagara Mohawk entered into a number
of agreements with Dynegy for the sale of the respective interests
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in Danskammer and Roseton. The Cotenants also entered into agreements for the
sale of transmission and distribution equipment to Central Hudson.

                    A. THE ASSET PURCHASE AND SALE AGREEMENTS

          The Dynegy transaction is effectuated through two Asset Purchase and
Sale Agreements (APSA) --one for Danskammer and one for Roseton. The APSA
delineate all the conditions of sale, including the assets and liabilities
assigned to each party and the specific actions to be taken by each party prior
to closing. The APSA also identify adjustments to the purchase price that will
be made at closing, related to items such as fuel inventories, taxes and spare
parts.

          The APSA provide that Dynegy will assume all on-site environmental
liabilities, except for governmental fines and penalties arising from
pre-closing acts or emissions and asbestos claims filed prior to the closing
date. Off-site environmental liabilities remain the responsibility of the
Cotenants. Dynegy will assume the collective bargaining agreement for the 145
unionized employees at the facilities. Dynegy also agreed to accept at least 75%
of the 20 management employees. All management employees will receive, for a
minimum of two years after closing, compensation and benefits at least
comparable to those provided by Central Hudson prior to the closing. Bonuses
equal to 35% of the management employees' base salaries will be paid on the
first anniversary of the closing date.

          Dynegy reports that all but two management employees and one union
employee accepted its offers. It relates that discussions with the union on the
transition to new ownership are progressing satisfactorily and it anticipates no
labor problems upon the transfer of ownership.
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          Under the Roseton APSA, a 345 kV spare transformer owned by Con Edison
will be transferred to Dynegy. The spare transformer was originally located at
Con Edison's Indian Point Unit No. 2, but was relocated to Roseton in 1975. Due
to its size and weight, at approximately 400 tons, relocating the transformer
again would be cost prohibitive. Moreover, it is useful to Dynegy as a spare
part and so adds value to Roseton. Con Edison investigated the possibility of
selling it to other potential purchasers, but concluded that Dynegy's offer to
purchase it at the utility's book cost resulted in the best value.

          B. THE TPA

          Under the TPA, Central Hudson will purchase capacity, energy and
ancillary services from Dynegy for three years after closing, and the utility
retains the option to extend the TPA for an additional year. Central Hudson
asserts the TPA will assist it in fulfilling its provider of last resort
obligations at stable market prices over the transition period.

          The TPA obligates Dynegy to provide Central Hudson with 700 MW of
installed capacity each month for the first year of the agreement, 400 MW in the
second year, and 200 MW in the third and optional fourth years. The price for
installed capacity is fixed at $2.50 per kW in the first year, $2.70 per kW in
the second year and $3.00 per kW in the third and fourth option years.

          Energy purchases are offered in two packages. Central Hudson will take
energy at a 100% load factor in the amount of 250 MW per month in the first
year, 150 MW per month in the second year and 100 MW per month in the third and
optional fourth years; the price for this energy is set at $28.00 per MWh.
Central Hudson also will purchase additional energy in amounts ranging from 25
to 60 MW per month, at load factors ranging from 60%
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to 66%. The additional energy is priced at $35.00 per MWh in the first two years
of the agreement and $40.00 per MWh in the third and option years. The TPA also
prices ancillary services, including spinning reserves and voltage regulation,
at $4.90 per MWh.

          C. LOCAL AREA SUPPORT AGREEMENT

          To address load pocket concerns, Central Hudson and Dynegy entered
into a Local Area Support Agreement (LASA) that allows the utility to dispatch
Danskammer, when it is not otherwise running, in order to ensure the reliability
and security of electric service on the 115 kV system in the load pocket.
Central Hudson will compensate Dynegy for the excess, if any, of its costs over
the applicable location-based marginal price if Danskammer is so dispatched. The
LASA provides for penalties if Central Hudson has to shed load for failure to
respond to a LASA dispatch request.

          The load pocket, however, can be eliminated if a 345/ 115 kV
transformer is installed. Under the LASA, Dynegy will pay the cost of
transformer design, purchase and installation up to a maximum of $5.75 million.
Once the transformer is installed, the LASA will terminate. Otherwise, the
agreement extends until May 31, 2003.

          D. OTHER CONTRACTS

          An Interconnection Agreement and a Retained Facilities Agreement (RFA)
are also associated with the transaction. The Interconnection Agreement
specifies the terms of the interconnection service Central Hudson will provide
to Dynegy, in order to connect Danskammer and Roseton to Central Hudson's
transmission facilities. Ownership of various transmission equipment is
allocated between Dynegy and Central Hudson, and Central
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Hudson is authorized to add additional System Control and Data Acquisition
(SCADA) equipment on the interconnection equipment Dynegy will own at
Danskammer. Although Central Hudson has access to the switching equipment, the
additional SCADA equipment will allow it to operate breakers remotely, enhancing
the reliability of the transmission system. 8

          The RFA identifies the terms for the transfer of the other cotenants'
ownership interests in electric and gas transmission equipment at Roseton to
Central Hudson. These facilities include the Roseton 345 kV switch yard, a
portion of the gas transmission line, the Roseton gas regulator station,
electrical interconnection facilities and communications equipment. Because
Roseton is located wholly within Central Hudson's service territory, the other
two utilities no longer require an ownership interest in that equipment once
their interests in the facility is transferred.

          Under the RFA, Con Edison and Niagara Mohawk also end their obligation
to fund the maintenance and operation of that equipment. Central Hudson's
purchase price is set at the net book costs of the facilities to be transferred,
and will be funded out of an adjustment to its share of the auction proceeds.

MARKET POWER

          Central Hudson asserts that there are no market power issues related
to the sale of the facilities to Dynegy in any of the relevant geographic
markets. Dynegy and its subsidiaries do not control any other generating assets
in New York, or have economic interests in generating

8 Dynegy will furnish back up and emergency power to some of Central Hudson's
equipment. An affiliate, Dynegy Hudson Power Retail, LLC, has been created for
the purpose of providing those services.
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assets in other relevant markets. While Dynegy has entered into joint ventures
with NRG Energy, Inc. in other regions of the country, it has no plans to pursue
joint ventures with NRG in New York.

          The joint petitioners conclude that Dynegy does not possess horizontal
market power. They add that, since Dynegy does not own, control or operate any
electric transmission or distribution assets in New York or the other relevant
markets, it does not possess vertical market power.

ALLOCATION OF PROCEEDS

          The combined sale price for Danskammer and Roseton is $903 million,
subject to adjustment as identified in the APSA. Auction proceeds are allocated
approximately $695 million to Central Hudson, $128 million to Con Edison, and
$80 million to Niagara Mohawk. This allocation follows the provision of the
Joint Sales Agreements between the various Cotenants that were approved in the
Auction Plan Order. Central Hudson will also pay Con Edison and Niagara Mohawk
approximately $3.2 million for the transmission and distribution facilities the
former utility will retain in order to operate its transmission and distribution
system.

EXEMPT WHOLESALE GENERATOR STATUS

          The petitioners interpret PUHCA as requiring a finding that new
ownership of a generating facility will benefit customers, is in the public
interest, and does not violate state law, before Dynegy can be afforded exempt
wholesale generator (EWG) status for Danskammer and Roseton. Dynegy seeks that
status so that it may operate the facilities free of federal regulation intended
for monopoly utilities. Dynegy sees the requisite benefit for the public in its
participation in the wholesale competitive market,
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which should result in increased competition. It also relates that the EWG
findings have been made in similar circumstances. 9

PUBLIC INTEREST

          The Cotenants maintain that the sale of Danskammer and Roseton to
Dynegy is in the public interest. The sale advances the movement towards
competition in New York State electricity markets as envisioned in Opinion No.
96-12. Moreover, Central Hudson maintains that the operation of its regulated
transmission and distribution systems will not be affected. It adds that, in
compliance with the Auction Plan Order, the transaction fulfills the Cotenants'
commitment to divest non-nuclear generation assets; maximizes value; protects
Central Hudson's employees; complies with the horizontal and vertical market
power guidelines; and, results in the sale of the facilities to a qualified
purchaser.

                            POSITIONS OF THE PARTIES

ATTORNEY GENERAL OF THE STATE OF NEW YORK

          Attorney General urges rejection of Central Hudson's claim that it be
awarded 20% of the benefit of the auction proceeds, which could amount to about
$16.9 million in addition to existing auction incentive of $17.5 million
provided for in Opinion No. 98-14. Noting that Central Hudson has already
deducted the existing $17.5 million incentive from the net sale proceeds, the
Attorney General can find no basis for an additional incentive.

9 Case 96-E-0891, New York State Electric & Gas Corporation -Petition for
Approval of Sale, Order Approving Transfer of Electric Generation Facilities,
Approving Contracts Upon a Condition and Making Other Findings (issued December
3, 1998). (NYSEG Auction Approval Order).
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According to the Attorney General, the purpose of the incentive adopted in
Opinion No. 98-14 was to reward Central Hudson for waiving its right to bid in
the auction through a subsidiary. The Attorney General believes the level of
compensation the utility has already earned through the incentive is sufficient
to compensate it, and that Central Hudson has not supplied a reason why that
level of compensation is no longer adequate.

          The Attorney General dismisses Central Hudson's argument that the
utility should be awarded a larger share of the proceeds, and disagrees with the
utility's description of the proceeds as an unanticipated windfall. The Attorney
General contends that the utility recovered the costs of constructing and
operating Danskammer and Roseton from ratepayers, and that ratepayers therefore
are entitled to the net proceeds from the sale of the plants, not Central
Hudson. The Attorney General also believes that if the auction incentive adopted
in Opinion No. 98-14 were changed, other changes to the Opinion more beneficial
to ratepayers should then be considered.

CITY OF NEW YORK

          According to the City, the benefits from the Roseton auction are not
properly allocated among the Cotenants. The City believes that the allocation
did not contemplate the possibility that the plant might be sold for
significantly more than its book cost.

          Criticizing the Con Edison Joint Sale Agreement entered into by the
utilities prior to the auction, the City argues the Commission is obligated to
modify it because it is contrary to the public interest. As the City sees it,
the Con Edison Joint Sale Agreement sets Con Edison's stake in Roseton at book
cost, a limitation unreasonable to Con Edison's ratepayers. The
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City would institute further proceedings on the allocation, which would continue
past the time the sale of the facility is approved.

          The City also argues that it is not bound by the Auction Plan Order,
asserting that it was not a participant in the Case 96-E-0909 proceedings prior
to the issuance of that Order. While conceding that the proceedings were noticed
under SAPA, the City claims the notice was inadequate because it did not mention
the Con Edison Joint Sale Agreement, which was executed and filed after the
notice was issued.

          The City maintains that the Auction Plan Order allows it to request
that the Con Edison Joint Sale Agreement allocation be reopened. According to
the City, the Order states that:

            As conditionally approved, the terms of the Joint
            Agreements are accepted subject to review of
            their implementation. The utilities' proposals
            for the joint sale of Roseton and for allocating
            the proceeds amongst themselves are acceptable,
            but further adjustment to the terms of these
            agreements may be contemplated.

The City argues further proceedings are consistent with the discussion of the
potential for the adjustment made in the Order.

          To establish the ratemaking Con Edison must follow for its share of
the proceeds, the City proposes a number of ratemaking directives. It asks that
the utility's after-tax share of its Roseton gains be distributed to ratepayers
before 2002, that Con Edison be ordered to make a filing within 60 days of the
date of the sale identifying the precise use of its share of the gains, and that
the utility be directed to accrue interest on the gains effective as of the
closing date of the sale in conformance with the recent Year 2000 Settlement
Agreement.
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CENTRAL HUDSON 10

          Addressing first the TPA and emissions credit issues raised in the
November 14, 2000 notice, Central Hudson maintains that it should be decided
here that the TPA is in the public interest and that its allocation of emissions
credits between those retained and those transferred is appropriate. Other
issues related to TPA and emissions credit costs and benefits, the utility
asserts, should be addressed in its ongoing rate proceeding, Case 00-E-1273.

          Turning to its proposal that it be awarded 20% of the benefits of the
auction, Central Hudson argues that the auction incentive approved in Opinion
No. 98-14 was only to compensate it for its waiver of its right to participate
in the auction through an affiliate. Central Hudson maintains it is entitled to
additional compensation for additional efforts it undertook to ensure the
success of the auction.

          Central Hudson asserts that the Joint Sale Agreements guaranteed the
other Cotenants a minimum price for their interests. According to Central
Hudson, it thereby undertook additional risk that it would have to fund the
minimum price. Moreover, the utility claims it should be rewarded for the
success of the auction, which it asserts results from its superior performance
in conducting the auction and in maintaining the plants since their entry into
operation. The utility also notes that it had performed well by keeping
electricity rates comparatively low in the years prior to the auction. Central
Hudson adds that it is closing on the sales

10 Central Hudson did not file its comments until November 30, 2000, after the
November 27, 2000 deadline, but excuses its late comments by arguing that the
City was afforded an extension and it should receive the same benefit.
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transaction well before the Opinion No. 98-14 deadline of July 1, 2000,
another benefit to ratepayers and detriment to it.

          Comparing its incentive to that of other utilities, Central Hudson
claims that Orange and Rockland Utilities, Inc. (O& R) was permitted to retain
25% of the net proceeds of its auction, Rochester Gas and Electric Corporation
(RG& E) was allowed to retain 40% of its net gains (up to $20 million), if
divestiture occurred within three years (and 20% if later), and Niagara Mohawk
was permitted to retain 15% of its net proceeds. According to Central Hudson, it
will earn only 5.75% of the proceeds under its existing incentive.

          Central Hudson describes the calculation of its additional 20%
benefit as limited to the net benefit pool. According to Central Hudson, this
would allow it to retain approximately $17 million of additional benefits. In
comparison, it notes that 20% of the overall auction gain would amount to
approximately $65 million.

          Central Hudson believes matters similar to the incentive, such as
stabilization of rate levels and rewards for superior performance, are
traditionally decided in rate proceedings. Stressing that it conducted a highly
successful auction, and should be rewarded for the outcome, Central Hudson asks
that the incentive issue be deferred to and decided in the ongoing rate
proceeding, Case 00-E-1273.

COUNTY OF WESTCHESTER

          The County joins in and supports the City's comments. The County also
complains it was precluded from conducting its own analysis by the petitioners'
refusal to provide information they deemed trade secret.
<PAGE>

Cases 96-E-0909, et al.               -20-


MR. JOHN J. MAVRETICH

          Mr. Mavretich opposes Central Hudson's proposed 20% shareholder
incentive. According to Mr. Mavretich, the incentive is a violation of the Rate
and Restructuring Plan adopted for Central Hudson in Opinion No. 98-14.
Analyzing Central Hudson's comparisons to other auction outcomes, Mr. Mavretich
maintained the analysis is not meaningful because the utility seeks to compare
its generally newer, cleaner units to older units with lower design efficiencies
and less efficient emissions management strategies.

          Mr. Mavretich dismisses Central Hudson's claim that the success of the
auction was unanticipated and so the utility should share in the benefits. He
points out that, under the Plan, the utility received 10% of the total auction
proceeds above book value, a recognition that substantial proceeds were
possible. Moreover, the incentive was capped at $17.5 million, a recognition of
the potential for a gain significantly in excess of book value.

          Central Hudson's allegedly low rates, Mr. Mavretich states, are not a
justification for it to share in the auction proceeds. He contends that much of
the utility's purported management efficiency results simply from its geographic
position. Prior to 1993, he continues, other upstate utilities like Niagara
Mohawk, New York State Electric and Gas Corporation (NYSEG) and RG& E had lower
rates, but events thereafter favored the Hudson Valley location over the rest of
upstate.

          Instead of touting its low rates, Mr. Mavretich contends, the utility
should have pointed out all the rate increases its ratepayers have borne. Mr.
Mavretich then lists errors he perceives in the utility's management decisions
since the 1973 oil crisis. Better management, he asserts, would have resulted in
substantially lower rates than now are paid.
<PAGE>

Cases 96-E-0909, et al.               -21-


          Mr. Mavretich also notes that Central Hudson has already been
compensated for selling the plants before the required July 1, 2001 date. He
points to the additional auction incentive of $83,333 awarded it per month, for
closing the transaction prior to the required date.

MULTIPLE INTERVENORS

          In comments filed November 10, 2000, MI finds no objection to the
conduct of the auction. It argues, however, that the Commission should not
preempt consideration of issues in Central Hudson's ongoing rate proceeding.

          In a Supplemental Comment filed on November 27, 2000, MI opposes the
20% incentive. Maintaining that Central Hudson's request "is not worthy of
serious consideration," 11 MI sees no basis on which the proposal could be
consistent with the public interest. Like other intervenors, MI believes that
the added incentive proposal is in conflict with Opinion No. 98-14, which capped
the incentive at $17.5 million. MI stresses that the generating facilities were
constructed, operated and maintained with ratepayer money, and the Commission
should reject any proposal which minimizes stranded costs or depletes funds that
could be used for future rate decreases.

STRATEGIC POWER MANAGEMENT

          SPM opposes Central Hudson's proposed 20% additional auction
incentive. According to SPM, the utility bargained for the authorized incentive
and should not be permitted to reopen the issue now. SPM also maintains that the
existing incentive will amount to more than $18 million, including the $83,333
monthly payments, which is more than sufficient to reward the

11 MI Supplemental Comment, p. 5.
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Cases 96-E-0909, et al.               -22-


utility for the success of the auction. SPM concludes that the again should be
deferred and used in a performance-based ratemaking proposal that SPM will put
forth in the utility's ongoing rate proceeding.

                            DISCUSSION AND CONCLUSION

          Central Hudson conducted the auction of Danskammer and Roseton in
substantial conformance with the Auction Plan Order and other prior orders. The
process which led to the sale of the facilities was designed to maximize auction
proceeds. The overall $903 million Dynegy offered was the highest bid received,
and the price establishes the market value for the facility.

          Dynegy possesses the requisite financial and operational resources to
capably operate and manage Danskammer and Roseton in a competitive environment.
Moreover, it has been demonstrated that Dynegy, as a new entrant into the
wholesale electric market, will not be able to exercise horizontal or vertical
market power. The transfer of Danskammer and Roseton is therefore in the public
interest and is approved.

THE AUCTION PROCESS

          In the Auction Plan Order, Central Hudson was authorized to proceed
with its plan for conducting the Danskammer and Roseton auction. Participation
in the auction was solicited from a broad range of potential bidders, and the
number of bidders participating in Phase 1 of the auction was more than
adequate. After reviewing the indicative bids, Central Hudson and its advisor,
Navigant, narrowed the field to a manageable number of Phase 2 bidders. Review
of the indicative bids demonstrated that bundling the two plants together for
sale was reasonable.
<PAGE>

Cases 96-E-0909, et al.               -23-

          Consistent with the schedule described in the Auction Plan Order,
final bids were submitted on July 31, 2000. Following the selection of Dynegy as
the winner, the transaction contracts were entered into promptly. Moreover,
Central Hudson periodically informed Staff of its progress during the course of
the auction. Therefore, Central Hudson has satisfactorily demonstrated that it
conducted the auction in substantial compliance with the Auction Plan Order.

MARKET POWER

          The Cotenants have shown that the sale of Danskammer and Roseton to
Dynegy comports with the horizontal and vertical market power guidelines. Dynegy
does not own, control or operate any other generating assets in New York, and
neither Dynegy nor its affiliates have interests in generating assets located in
other relevant geographic markets. Therefore, there are no horizontal market
power concerns associated with this transaction.

          Moreover, neither Dynegy nor its affiliates own any electric
transmission or distribution facilities, or control any essential fuel supply
facilities, within New York. As a result, there are no vertical market power
concerns associated with this transaction.

THE TRANSACTION CONTRACTS

          A. THE PROPERTY TRANSFER

          The APSA, the RFA, and the Interconnection Agreements are approved. In
those contracts, Central Hudson has preserved its authority to operate its
transmission and distribution system, and to respond to system emergencies. The
contracts compel Dynegy to conform to good utility practice and reliably
<PAGE>

Cases 96-E-0909, et al.               -24-


operate the facilities. As a result, the sale should not adversely affect
system reliability.

          The APSA, RFA and Interconnection Agreements properly capture the real
property and assets that will be transferred to Dynegy. Five separate parcels
comprising approximately 185 acres will be sold to the new owner. Appropriate
reservations have been made for excluded assets, and the demarcations between
purchased assets and excluded assets are clearly delineated. Central Hudson
retains the right to access its equipment located on the Dynegy-owned property
for the purpose of maintenance and operation.

          The RFA and Interconnection Agreements also provide that Dynegy will
operate Danskammer and Roseton in parallel with Central Hudson's transmission
system, in compliance with proper standards. Dynegy must also meet all New York
Independent System Operator (ISO) requirements imposed on generator operations.

          Safety has been properly considered. Compliance with state and federal
safety requirements is mandated. Moreover, since Dynegy will be an electric
corporation under the Public Service Law, it must continue to meet the safety
requirements in the Commission's regulations, including 16 NYCRR Part 125.

          B. OTHER APSA PROVISIONS

          Under the APSA, Dynegy assumes the obligations the Cotenants incurred
in settling their property tax dispute with the Town of Newburgh. Through the
settlement, taxes are gradually reduced at the facilities during a reasonable
transition period, a benefit to Dynegy. This approach to property taxed is
reasonable.

          Central Hudson will continue to own the real property underlying its
Roseton switchyard, a separately-taxed parcel. The balance of the transmission
and distribution facilities the utility will acquire or
<PAGE>

Cases 96-E-0909, et al.               -25-


retain will be sited on easements. The utility and Dynegy have agreed to a
formula for apportioning real estate taxes attributable to improvements owned by
Central Hudson but located on easements granted by Dynegy. The apportionment is
reasonable.

          Dynegy's purchase of the spare transformer from Con Edison properly
disposes of that asset. The price paid, set at estimated book cost, is
appropriate. Con Edison diligently explored other sale options, and the costs
associated with retaining ownership, but the sale to Dynegy resulted in the best
value.

          The APSA provisions properly protect the interests of Central Hudson's
employees. Dynegy assumes the collective bargaining agreement with the unionized
employees, and the commitments made to management employees adequately shield
them from economic harm upon the transfer. All but one union and two management
employees have accepted offers to work for Dynegy. Central Hudson's retention of
these three employees does not result in financial harm to it or Dynegy.

          The APSA appropriately address environmental issues. Transferable
environmental and non-environmental permits are listed and transferred.
Appropriate emissions allowances associated with the operation of the facilities
accompany their transfer. Central Hudson, however, will retain emission
reduction credits and greenhouse gas emission reduction credits attributable to
its emissions reductions activities undertaken prior to closing. This allocation
is appropriate. Rate impacts associated with the emissions credits Central
Hudson retains will be addressed in its ongoing rate proceeding, Case 00-E-1273.

          Dynegy will assume all environmental liabilities associated with the
facilities, except that the utilities will
<PAGE>

Cases 96-E-0909, et al.               -26-

retain responsibility for off-site impacts, and for any fines or penalties
related to their actions prior to the closing date. Dynegy also assumes
liabilities for asbestos exposure claims filed after the closing date. As a
result, environmental liabilities are reasonably addressed so that the value
received through the auction is maximized while ratepayers are shielded from
excessive costs, especially those associated with asbestos claims that might be
filed after the transaction closes.

          C. LASA

          The LASA is accepted for filing. The agreement adequately protects
ratepayers located within the load pocket from exercises of market power by
Dynegy. The payment and penalty provisions of the agreement are reasonable,
properly compensating Dynegy while safeguarding reliability within the load
pocket.

          D. TPA

          The TPA established the terms for Central Hudson's purchase of
capacity, energy and ancillary services from Dynegy. The term, prices and
quantities identified in the TPA are reasonable.

          Under the TPA, Central Hudson is obligated to pay Dynegy about $170
million (net present value) for energy over the contract's three-year term. This
TPA pricing is beneficial to Central Hudson, in that it appears the cost of
energy purchases from alternative sources would be higher. Moreover, the price
is set approximately equal to the costs Dynegy will incur to produce the energy
from Danskammer and Roseton.

          Installed capacity is priced at about $37.6 million (net present
value). While some forecasts of capacity predict lower-priced sources will be
available, these forecasts are uncertain. More importantly, the potential
capacity price detriment is more than offset by the potential energy price
<PAGE>

Cases 96-E-0909, et al.               -27-

benefits. The ancillary services prices also appear reasonable. Moreover, the
TPA did not depress the price obtained in the auction. Since the overall TPA
outcome is a substantial benefit to ratepayers, the TPA is approved.

ADDITIONAL AUCTION INCENTIVE

          Central Hudson proposes that it be awarded 20% of the auction
proceeds remaining after offsets for the payment of previously-approved
incentives and amortization of its Nine Mile Point Unit 2 investment. In Opinion
No. 98-14, the incentive was capped at $17.5 million, in recognition of the fact
that a larger incentive would unfairly divert proceeds from ratepayers to the
utility. The cap was a limitation imposed in recognition that the auction could
be highly successful, and is not limited to some level of anticipated success,
as Central Hudson would have it.

          Moreover, Central Hudson was awarded an additional incentive in the
Auction Plan Order of $83,333 per month for each month it advances the closing
on the transaction from the Opinion No. 98-14 deadline of June 30, 2001.
Whatever benefit the utility may have forgone, and ratepayers might have earned,
as a result of the advancement of the closing date is recognized in that
incentive. There is no reason to increase the incentive yet again.

          Central Hudson's other arguments in support of the additional
incentive lack merit. The existing incentive adequately compensates it for the
success of the auction and for any of the activities it undertook prior to and
during the auction process. Moreover, whatever the merit of its prior
performance, ratepayers funded that performance and are clearly entitled to the
gain resulting from the sale of these assets.
<PAGE>

Cases 96-E-0909, et al.               -28-


          Contrary to another Central Hudson contention, the incentive it will
receive is comparable to or better than the incentives other New York utilities
secured upon their auctions. NYSEG, for example, received no incentive payment
at all. 12 O& R's incentive was limited to a payment of $5 million, which it
then was required to return to ratepayers as a condition of its auction
approval. 13 RG& E's incentive lacks relevance because that utility has not sold
its plants, and it could realize considerably less than $17.5 million if it does
sell. Therefore, Central Hudson's arguments are rejected.

THE PUBLIC INTEREST

          Under PSL section 70, the Commission's consent is required before an
electric corporation may transfer assets to a new owner. In making that public
interest determination, a review is conducted of the qualifications of the
purchaser to provide the utility service, the impact of the sale on the rates
customers pay, and the other details of the transaction.

          Dynegy, the selected purchaser of Danskammer and Roseton, is
affiliated with Dynegy, Inc., a large company providing a variety of electric
and gas services, financially-rated at BBB+. Dynegy will hire all willing
existing Central Hudson employees to operate the facilities. Moreover, Dynegy
and its affiliates have affirmed that the plants will be operated in a
responsible and cost-effective manner. Dynegy and its affiliates possess the
management skills and financial 12 See NYSEG Auction Approval Order. 13 Case
96-E-0900, Orange and Rockland Utilities, Inc. -Plans for Electric Rates and
Restructuring, Order Approving Transfer of Generating Facilities and Making
Other Findings (issued June 24, 1999).
<PAGE>

Cases 96-E-0909, et al.               -29-


backing needed to close the purchase and maintain and operate the facilities
efficiently and reliably. The price paid for the purchase of Danskammer and
Roseton is sufficient to satisfy the public interest. Since the auction was
conducted reasonably, the outcome was a price determined by participants in an
open and free market. The price that a free market generates is presumably
reasonable. Dynegy's bid in the auction was higher than any other offer. The
sales price of $903 million equates to approximately $530 per kW, at the higher
end of the range of outcomes from other generation asset auctions. The price
also amounts to about 3.8 times the facilities' book value of $234.8 million.
While differences in plant fuels, vintages, regional market prices and other
variables make comparisons among auctions difficult, the outcome of this auction
was favorable.

RATEMAKING FILINGS

          The Cotenants request approval of their proposed accounting for the
transfer of Danskammer and Roseton, and the transfers under the RFA. Each of the
three Cotenants submitted proposed journal entries to accomplish their
accounting.

          The Cotenants state that accumulated excess deferred tax and
investment tax credits (ITC) have not been reflected in the net proceeds
calculation (except that Niagara Mohawk does not have any excess deferred tax).
Inherent in the Cotenants' position is the belief that these amounts should be
written off and flowed to shareholders. It appears, however, that Internal
Revenue Service determinations on the deferred tax and ITC issues are not yet
final. As a result, the utilities are instructed to maintain the excess deferred
tax and ITC balances for the time being.
<PAGE>

Cases 96-E-0909, et al.               -30-


          Central Hudson proposes journal entries that write off its investment
in Nine Mile Point Unit 2. Since the sale of Nine Mile Point Unit 2 has not yet
been concluded, these entries are premature. Instead, Central Hudson is directed
to offset Nine Mile Point Unit 2 book costs in rate base with a portion of the
deferred credit resulting from the sale of Danskammer and Roseton.

          Although Central Hudson cannot calculate its net proceeds with
precision until after the closing, it estimates the amount of those proceeds at
$299 million. As provided for under Opinion No. 98-14 and the Auction Plan
Order, Central Hudson will retain approximately $18 million in after-tax gain
from the auction proceeds, assuming the closing occurs on December 31, 2000. The
remaining after-tax gain will be used to offset any fossil generation regulatory
assets and to offset the Nine Mile Point Unit 2 investment. Any remaining
balance will be deferred.

          Central Hudson's auction costs and the closing adjustments to the
purchase price shall be reviewed at a later time. In particular, Central Hudson
has failed to justify legal expenses and additional payments to Navigant in
addition to Navigant's fee of $11.5 million. Central Hudson is advised that
recovery of those costs will be considered further after review of the
justification it provides in a compliance filing here. The utility is directed
to make that filing, showing and supporting its costs and proceeds figures for
the auction, within 30 days after the closing on the transaction. 14

14 If final numbers are not available at that time, the update should be
performed with the best estimates of the closing amounts subject to later
reconciliation when known. This condition shall apply to Con Edison and Niagara
Mohawk as well.
<PAGE>

Cases 96-E-0909, et al.               -31-


          Con Edison shall also file its update within 30 days of the closing.
The disposition of the proceeds will be made in accordance with the recent
extension of its Rate and Restructuring Plan in Opinion No. 00-14. 15 Contrary
to the assertions of the City of New York and the County of Westchester, nothing
requires that the disposition of the proceeds be decided now.

          In its July 11, 2000 filing initiating Case 00-E-1162, 16 where issues
related to the proceeds from its auctions will be decided, Niagara Mohawk
indicated it would update the filing for the results of the Roseton auction
within 90 days after the closing of the transaction. Given that Niagara Mohawk
is not responsible for payment of the Roseton transaction costs, this filing
should be made on a more timely basis. As a result, Niagara Mohawk is directed
to file its update within 30 days of the closing.

          The requests from the City of New York and the County of Westchester
to reopen the auction proceeds allocation among the Cotenants are denied. The
municipalities raise issues that were decided in the Auction Plan Order.
Contrary to their assertions, the underlying Joint Sales Agreements providing
for the allocation were properly approved there, and only the implementation of
those agreements was left for these proceedings. That implementation, subject to
closing adjustments, was proper.

15 Case 00-M-0095, Consolidated Edison Company of New York, Inc.-Petition for
Approval of a Merger, Opinion and Order Adopting Terms of Settlement Subject to
Modifications, Opinion No. 00-14 (issued November 30, 2000).

16 Case 00-E-1162, Petition of Niagara Mohawk Power Corporation for Permission
to Defer for Later Recovery in Rates for Electric Service Certain Costs Related
to the Sale of Its Fossil and Hydro Generating Assets (filed in Case 9187).
<PAGE>

Cases 96-E-0909, et al.               -32-


          The City's perception that Con Edison might be entitled to a larger
proportion of the proceeds is misdirected. Its argument does not reflect the
contractual obligations among the Cotenants. That those obligations, especially
Central Hudson's option to purchase Con Edison's share of Roseton, affect the
allocation of benefits is to be expected. Disregarding the effect of the
contractual conditions on the allocation would be unreasonable, because those
contractual obligations are clearly a major factor affecting the value of each
Cotenant's share. Those contractual factors were fully discussed in the Auction
Plan Order, and need not be reconsidered here.

          The City's procedural arguments also lack merit. The Auction Plan
Order was properly noticed under SAPA, and the decision there was adopted in
conformance with SAPA. Under that statute, the City was apprised of all issues
that could be decided in the proceeding. The decision on the Joint Sales
Agreements is now final and need not be reopened.

STATE ENVIRONMENTAL QUALITY REVIEW ACT COMPLIANCE

           Pursuant to the State Environmental Quality Review Act (SEQRA),
approval of the transfer of Danskammer and Roseton to Dynegy constitutes a
subsequent action to the policy determinations issued in Opinion Nos. 96-12 and
98-14 and in the Auction Plan Order. The FSGEIS issued in this proceeding
analyzed all environmental, social and economic impacts associated with the
proposed divestiture.

           The Cotenants and Dynegy filed an Environmental Assessment Form (EAF)
with their petition, evaluating the potential impacts associated specifically
with the transfer to Dynegy. The EAF indicates that there are no further impacts
beyond those addressed in the FSGEIS. That is, from the time
<PAGE>

Cases 96-E-0909, et al.               -33-


the FSGEIS was issued to the present, the only element of the analysis that has
changed is the identity of the new owner.

          With respect to existing informal land use agreements or rights of
access to the Danskammer or Roseton sites, the FSGEIS imposed the following
mitigation:

            1. Central Hudson should inform the new owner of the informal land
            use at the facility;

            2. the new owner should perform an analysis of the cost and
            potential liabilities associated with Central Hudson's past practice
            on access as is and consider maintaining such informal use where the
            benefits to affected individuals or communities outweigh such costs
            and potential liabilities; and

            3. prior to changing or terminating any land use, the new owner
            should notify all affected individuals or communities, either
            directly or by publication, and provide an opportunity to discuss
            reasonable alternatives.

          In the EAF, Central Hudson explained that it had alerted Dynegy to the
existence of various rights of access, and that pursuant to easement agreements,
Dynegy will take title to the sites subject to these rights of access. Moreover,
pursuant to Section 6.3 of the APSA, Dynegy is bound to take title to the sites
in accordance with pertinent regulatory orders. The Commission interprets this
provision to encompass and include the FSGEIS and the mitigation measures
required therein.

          Given these contractual provisions, Dynegy has adequately accommodated
the informal land uses identified at the Danskammer and Roseton sites. Dynegy is
required to continue its compliance with the land use mitigation conditions
post-closing.

          As to potential impacts on the local tax base, the APSA provide that
Dynegy will assume the current settlement agreement with the Town of Newburgh.
As discussed in the FSGEIS, the existence of this agreement
<PAGE>

Cases 96-E-0909, et al.               -34-


obviates the need for specific mitigation measures. However, Dynegy is
encouraged to utilize the Department's voluntary mediation program to resolve
any disputes that may arise with the local community over a longer-term
agreement.

          Based on the foregoing, no additional conditions are needed with this
approval of the transfer, and no further SEQRA action is required.

FEDERAL AND STATE REGULATION

          The Cotenants and Dynegy ask that findings be made sufficient to
justify a FERC decision that the facilities be awarded EWG status under federal
law. Operating under that rubric, says Dynegy, will avoid unnecessary federal
regulation and will permit more efficient participation in the wholesale
electric market. Accordingly, in conformance with PUHCA and FERC's regulations,
17 the Commission finds that allowing Danskammer and Roseton to become eligible
facilities, with Dynegy owning the plants, either indirectly through one or more
affiliates as defined under federal law, 18 or directly: 1) will benefit New
York consumers; 2) is in the public interest; and 3) does not violate New York
law.

          Making these findings is appropriate on the same basis as finding
that the transaction is in the public interest under PSL section 70. It was
previously determined in Opinion No. 96-12 that a competitive marketplace for
the provision of electricity supply would benefit all of New York's
consumers, and this transaction is directed towards that goal. Moreover,
there is no violation of New York law in transferring the plants

17 15 U. S. C. A. section 79z-51; 18 C. F. R. section 365.

18 15 U. S. C. A. section 79b(a)(ii); 18 C. F. R. section 365(a)(1)(i).
<PAGE>

Cases 96-E-0909, et al.               -35-


to Dynegy. While Dynegy will become an electric corporation under New York law
when it assumes ownership of Danskammer and Roseton, it is accorded lightened
regulation in an Order Providing for Lightened Regulation issued herewith today
in Case 00-E-1597. That approach to regulation has been previously approved for
generators that intend to participate entirely or primarily in the wholesale
market. 19 Dynegy, however, will still be subject to state regulation with
respect to matters such as enforcement, investigation, safety, reliability and
system improvement.

THE COMMISSION ORDERS:

          1. The sale of the Danskammer and Roseton Generating Stations from
Central Hudson Gas & Electric Corporation, Consolidated Edison Company of New
York, Inc., and Niagara Mohawk Power Corporation to Dynegy Power Corporation, on
behalf of Dynegy Danskammer, LLC and Dynegy Roseton, LLC, is approved, subject
to the conditions discussed in the body of this order.

          2. The sale of a 345 kV transformer from Consolidated Edison Company
of New York, Inc. to Dynegy Power Corporation, on behalf of Dynegy Danskammer,
LLC and Dynegy Roseton, LLC, is approved.

          3. The Asset Purchase and Sale Agreements, the Interconnection
Agreements, the Retained Facilities Agreement and related agreements, and the
Transition Purchase Agreement, are approved.

19 See Case 98-E-1670, Carr Street Generating Station, L. P. -Petition for
Certification and Regulatory Regime, Order Providing for Lightened Regulation
(issued April 23, 1999).
<PAGE>

Cases 96-E-0909, et al.               -36-


         4. The Local Area Support Agreement is accepted for filing.

         5. Central Hudson Gas & Electric Corporation, Consolidated Edison
Company of New York, Inc. and Niagara Mohawk Power Corporation shall make
filings setting forth the amount of proceeds each earned, and Central Hudson
shall set forth the costs it incurred in conducting the auction, in conformance
with the discussion of the body of this Order, within 30 days of the closing on
the sale of the Danskammer and Roseton Generating Stations.

         6. The findings on exempt wholesale generator status under the Public
Utility Holding Company Act described in the body of this Order are made.

         7. The findings under the State Environmental Quality Review Act
described in the body of this Order are made.

         8. These proceedings are continued.

                                                By the Commission,
            (SIGNED)                            JANET HAND DEIXLER
                                                Secretary