Exhibit (10) (i) 80


                           PRODUCER - CUSTOMER NMP - 2
                            POWER PURCHASE AGREEMENT


      This Power Purchase Agreement (this "Agreement"), dated as of December 11,
2000 by and between Constellation Nuclear, LLC, ("PRODUCER"), a Maryland limited
liability company with offices located at 39 West Lexington Street, 18th Floor,
Baltimore, MD 21201, and Central Hudson Gas & Electric Corporation ("CUSTOMER"),
a New York company with offices located at 284 South Avenue, Poughkeepsie, NY
12601 (PRODUCER and CUSTOMER are each referred to herein as a "Party", and
collectively as the "Parties").

WITNESSETH:

      WHEREAS, PRODUCER and CUSTOMER have entered into an Asset Purchase
Agreement pursuant to which CUSTOMER has agreed to sell and PRODUCER has agreed
to purchase, certain interests in the Nine Mile Point Unit No. 2 Nuclear
Generating Station ("NMP-2"), dated December 11, 2000 (the "NMP-2 APA");

      WHEREAS, simultaneously with the execution of this Agreement, PRODUCER,
Niagara Mohawk Power Corporation ("Niagara Mohawk") and New York State Electric
& Gas Company ("NYSEG") have executed an Interconnection Agreement of even date
with this Agreement (the "NMP-2 ICA") governing the terms of interconnection of
NMP-2 with the Transmission System, as that term is defined in the NMP-2 ICA;
and

      WHEREAS, simultaneously with the execution of this Agreement, PRODUCER and
CUSTOMER have executed a Revenue Sharing Agreement of even date with this
Agreement governing certain adjustments to the purchase price for NMP-2 (the
"NMP-2 RSA").

      NOW, THEREFORE, in consideration of these premises, the mutual agreements
set forth herein and other good and valuable consideration, and intending to be
legally bound, the Parties agree as follows:

1.    DEFINITIONS.  In addition to the terms defined elsewhere herein, the
      following capitalized terms shall have the meaning stated below when
      used in this Agreement:

      1.1.  "ANCILLARY SERVICES" shall mean those services necessary to support
            the transmission of Energy from generators to loads, while
            maintaining reliable operation of the New York State power system in
            accordance with Good Utility Practice and reliability rules.
            Ancillary Services include scheduling, system control and dispatch
            service, reactive supply and

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            voltage support service, regulation and frequency response service,
            energy imbalance service, operating reserve service (including
            spinning reserve, 10-minute non-synchronized reserves and 30-minute
            reserves), and black start capability, and as defined in Section
            2.16 of the NYISO Market Administration and Control Area Services
            Tariff, as amended or superseded from time to time.

      1.2.  "BILATERAL TRANSACTION" shall mean a transaction between two or more
            parties for the purchase and/or sale of Installed Capacity, Energy,
            and/or Ancillary Services other than those in the ISO Administered
            Markets, and as defined in Section 2.16 of the NYISO Market
            Administration and Control Area Services Tariff, as amended or
            superseded from time to time.

      1.3.  "CAPABILITY PERIOD" shall mean six-month periods which are
            established as follows: (1) from May 1 through October 31 of each
            year (Summer Capability Period); and (2) from November 1 of each
            year through April 30 of the following year (Winter Capability
            Period), as defined in Section 2.17 of the NYISO Market
            Administration and Control Area Services Tariff, as amended or
            superseded from time to time.

      1.4.  "CLOSING" shall have the meaning set forth in the NMP-2 APA.

      1.5.  "CONTRACT YEAR" shall mean each twelve (12) month period during the
            Term (as defined in Section 3 hereof) starting with the Effective
            Date. For the purposes of this Agreement, the first month of the
            Term starts on the Effective Date and ends on the last calendar day
            of the first full calendar month following the Effective Date. All
            subsequent months during the Term are calendar months.

      1.6.  "CONTRACT YEAR BASE PRICE" shall mean the prices so identified in
            Schedule A.

      1.7.  "DAY-AHEAD MARKET" (DAM) shall mean the NYISO administered market in
            which Energy and/or Ancillary Services are scheduled and sold
            day-ahead consisting of the day-ahead scheduling process, price
            calculations and settlements, as defined at Definition 1.7d of the
            NYISO OATT, as amended or superseded from time to time.

      1.8.  "DAM SCHEDULED NET ELECTRIC OUTPUT" shall mean, for any hour,
            scheduled electric output with the NYISO in the DAM Market pursuant
            to Article 5.3, which shall be the Day-Ahead-Market expected Energy
            production generated by NMP-2 less (a) the Energy used to operate
            NMP-2, but excluding Off-site Power Service used to operate NMP-2 as
            defined in the NMP-2 ICA, and (b) the Energy used in the
            transformation and transmission of electric power to the Delivery
            Point, provided that for

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            purposes of this Agreement, such DAM Scheduled Net Electric Output
            shall not be less than zero. Such DAM Scheduled Net Electric Output
            shall be estimated using Good Utility Practice and shall approximate
            as accurately as reasonably possible the expected Net Electric
            Output.

      1.9.  "DELIVERY POINT" shall mean the "Delivery Points" as that term is
            defined in the NMP-2 ICA and as indicated on the one-line diagram
            included as part of Schedule A to the NMP-2 ICA.

      1.10. "DEPENDABLE MAXIMUM NET CAPABILITY" (DMNC) shall mean the sustained
            maximum net output of a generator, as demonstrated by the
            performance of a test or through actual operation, averaged over a
            continuous period of time, and as defined in Section 2.40 of the
            NYISO Market Administration and Control Area Services Tariff, as
            amended or superseded from time to time.

      1.11. "DEPENDABLE MAXIMUM NET CAPABILITY TEST" (DMNC Test) shall mean a
            test performed in accordance with and as defined in Section 2.40 of
            the NYISO Services Tariff, as amended or superseded from time to
            time.

      1.12. "EFFECTIVE DATE" shall mean the date of the Closing.

      1.13. "ENERGY" shall mean a quantity of electricity that is bid, produced,
            consumed, sold, or transmitted over a period of time, and measured
            or calculated in megawatt hours (MWh).

      1.14. "FIRST HOUR" shall mean that full or portion of an hour occurring
            from the moment that the Parties jointly declare the NMP-2 APA
            consummated to the beginning of the next hour.

      1.15. "GOOD UTILITY PRACTICE" shall mean any of the practices, methods and
            acts engaged in or approved by a significant portion of the electric
            utility industry during the relevant time period, or any of the
            practices, methods and acts which, in the exercise of reasonable
            judgment in light of the facts known at the time the decision was
            made, could have been expected to accomplish the desired result at a
            reasonable cost consistent with good business practices,
            reliability, safety, expedition and compliance with applicable law
            and regulations. Good Utility Practice is not intended to be limited
            to the optimum practice, method, or act, to the exclusion of all
            others, but rather to be practices, methods, or acts generally
            accepted in the electric utility industry. Good Utility Practices
            shall include, where applicable, but not be limited to North
            American Electric Reliability Council ("NERC") criteria, guidelines,
            rules and standards, Northeast Power Coordinating Council ("NPCC")
            criteria, guidelines, rules and standards, New York State
            Reliability Council ("NYSRC") criteria, guidelines, rules and
            standards, if any, and NYISO criteria, guidelines, rules and
            standards,

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            as they may be amended from time to time including the rules,
            guidelines and criteria of any successor organization of the
            foregoing entities. When applied to PRODUCER, the term Good Utility
            Practice shall also include standards applicable to a generator were
            the generator a utility generator connecting to the distribution or
            transmission facilities or system of another utility.

      1.16. "INSTALLED CAPACITY" shall mean a generator or load facility that
            complies with the requirements of the reliability rules and is
            capable of supplying and/or reducing the demand for Energy in the
            New York Control Area for the purpose of ensuring that sufficient
            Energy and capacity are available to meet the reliability rules, as
            defined at Definition 1.14 of the NYISO OATT, as amended or
            superseded from time to time. The Installed Capacity requirement,
            established by the New York State Reliability Counsel and the NYISO,
            and applied by and through the NYISO OATT, includes a margin of
            reserve in accordance with the reliability rules.

      1.17. "INTEREST RATE" means, for any date, the interest equal to the prime
            rate of Citibank as may from time to time be published in The Wall
            Street Journal under "Money Rates".

      1.18. "MONTHLY OFF-PEAK PRICE" shall mean the product of (i) the Contract
            Year Base Price times (ii) the Off-Peak Monthly Price Factor for the
            respective Contract Years and calendar months, such prices and
            factors being set forth in Schedules A and B respectively.

      1.19. "MONTHLY ON-PEAK PRICE" shall mean the product of (i) the Contract
            Year Base Price times (ii) the On-Peak Monthly Price Factor for the
            respective Contract Years and calendar months, such prices and
            factors being set forth in Schedules A and B, respectively.

      1.20. "NEW YORK CONTROL AREA" (NYCA) shall have the meaning as defined
            Section 1.13 of the NYISO Market Administration and Control Area
            Services Tariff, as amended or superseded from time to time.

      1.21. "NEW YORK INDEPENDENT SYSTEM OPERATOR" (NYISO) shall mean the
            not-for-profit corporation established in accordance with orders of
            the Federal Energy Regulatory Commission to administer the operation
            of, to provide equal access to, and to maintain the reliability of
            the bulk-power transmission system in New York State, or any
            successor organization.

      1.22. "NYISO OATT" shall mean the New York Independent System Operator
            Open Access Transmission Tariff revised as of 12/27/99, as amended
            and superseded from time to time.

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      1.23. "NYISO SERVICES TARIFF" shall mean the New York Independent System
            Operator Market Administration and Control Area Services Tariff
            revised as of 11/17/99, as amended and superseded from time to time.

      1.24. "NET ELECTRIC OUTPUT" shall mean the Energy production generated by
            NMP-2 less (a) the Energy used to operate NMP-2, but excluding
            Off-site Power Service used to operate NMP-2 as defined in the NMP-2
            ICA, and (b) the Energy used in the transformation and transmission
            of electric power to the Delivery Point, provided that for purposes
            of this Agreement, such Net Electric Output shall not be less than
            zero.

      1.25. "OFF-PEAK" shall mean the hours between 11:00 p.m. and 7:00 a.m.,
            prevailing Eastern Time, Monday through Friday, and all hours on
            Saturday and Sunday, and NERC-defined holidays, or as otherwise
            decided by the NYISO.

      1.26. "ON-PEAK" shall mean the hours between 7:00 a.m. and 11:00 p.m.
            inclusive, prevailing Eastern Time, Monday through Friday, except
            NERC-defined holidays, or as otherwise decided by the NYISO.

2.    CONDITION PRECEDENT.  It is a condition precedent to the obligations of
      PRODUCER and CUSTOMER under this Agreement that the Closing shall have
      occurred.

3.    TERM. The term ("Term") of this Agreement shall begin on the Effective
      Date and shall expire at 12:00 midnight prevailing Eastern Time on the day
      that is exactly ten years after the last day of the month during which the
      Effective Date occurs. Notwithstanding any other provision of this
      Agreement, this Agreement shall become ineffective and shall terminate in
      the event the NMP-2 APA terminates.

4.    INSTALLED CAPACITY.

      4.1.  SALE OF INSTALLED CAPACITY. PRODUCER shall provide, and CUSTOMER
            shall accept, from the Effective Date through the end of the first
            Capability Period occurring during the Term an amount of Installed
            Capacity equal to the product of (i) nine percent (9%) times (ii)
            ninety percent (90%) of the DMNC of NMP-2 during the first
            Capability Period occurring during the Term (up to a maximum of
            1,140 MW for the Summer Capability Period and 1,155 MW for the
            Winter Capability Period). PRODUCER shall provide, and CUSTOMER
            shall accept, from the end of the first Capability Period occurring
            during the Term through the end of the last Capability Period
            occurring during the Term an amount of Installed Capacity equal to
            the product of (i) nine percent (9%) times (ii) ninety percent (90%)
            of the seasonal DMNC of NMP-2 up to a maximum of 1,140 MW for the
            Summer Capability Period and 1,155 MW for the Winter Capability
            Period.

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      4.2.  PERFORMANCE. PRODUCER shall use good faith efforts to ensure that
            the Installed Capacity for NMP-2 is as high as practicable,
            consistent with the Energy generated by the plant. In no event,
            however, will PRODUCER be required to contract for, or take any
            other measure to obtain, additional installed capacity to satisfy
            its obligations under this Section. In accordance with NYISO
            requirements, PRODUCER shall perform DMNC Tests and PRODUCER shall
            use good faith efforts to maximize the output of the plant during
            such tests. The Parties will coordinate the scheduling of such
            tests.

5.    ENERGY.

      5.1.  SALE OF ENERGY. During the Term of this Agreement, PRODUCER shall
            deliver, and CUSTOMER shall accept, an amount of Energy equal to the
            product of (i) nine percent (9%) times (ii) ninety percent (90%)
            times (iii) the DAM Scheduled Net Electric Output or, if applicable,
            the Net Electric Output during each hour of the Term up to a maximum
            total amount of Energy in each such hour of 1,148 MWh.

      5.2.  PERFORMANCE. Except as provided in Section 5.3.1, PRODUCER shall
            have no obligation to produce or deliver any amount of Energy
            hereunder. If for any reason which is not prohibited by this
            Agreement PRODUCER generates an insufficient amount of Energy at the
            facilities to be able to deliver the amount specified in section 5.1
            hereof, PRODUCER shall have no obligation to sell or deliver, and
            CUSTOMER shall have no obligation to buy or accept, the portion of
            the amount specified in section 5.1 not generated by PRODUCER, or
            any replacement Energy.

      5.3.  SCHEDULING. CUSTOMER shall have the option, exercisable at its sole
            discretion and upon written notice twenty-four (24) hours in advance
            of the NYISO's scheduling requirement for provision of the DAM
            schedule to PRODUCER to: (i) have PRODUCER deliver and schedule DAM
            Scheduled Net Electric Output as provided in section 5.3.1 below; or
            (ii) have PRODUCER deliver and CUSTOMER schedule Net Electric Output
            as provided in Section 5.3.2 below.

        5.3.1. DAM SCHEDULED NET ELECTRIC OUTPUT. Notwithstanding Section 5.2,
               PRODUCER shall provide the NYISO with a request for a
               Bilateral Transaction schedule in the Day-Ahead Market, in
               accordance with the NYISO Market Administration and Control
               Area Services Tariff, for the DAM Scheduled Net Electric
               Output to be delivered to CUSTOMER under this Agreement.
               PRODUCER shall be solely responsible for all charges imposed
               by the NYISO as a result of any failure by PRODUCER to deliver
               the amount of DAM Scheduled Net Electric Output specified in
               the Bilateral Transaction schedule.

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        5.3.2. NET ELECTRIC OUTPUT. CUSTOMER shall effectuate the scheduling
               with the NYISO for Net Electric Output delivered by PRODUCER
               to CUSTOMER under this Agreement.

        5.3.3. MITIGATION. The Party scheduling a Bilateral Transaction with
               the NYISO shall be obligated to mitigate any charges or
               penalties imposed by the NYISO on the non-scheduling Party.

      5.4.  OTHER COSTS. With regard to DAM Scheduled Net Electric Output or, if
            applicable, Net Electric Output delivered by PRODUCER to CUSTOMER
            pursuant to this Agreement at the Delivery Point, except as the
            NMP-2 ICA provides, PRODUCER shall bear no cost or liability for the
            DAM Scheduled Net Electric Output or, if applicable, Net Electric
            Output beyond the Delivery Point.

      5.5.  TITLE AND RISK OF LOSS. Title and risk of loss transfers from
            PRODUCER to CUSTOMER upon receipt of the DAM Scheduled Net Electric
            Output or, if applicable, Net Electric Output by CUSTOMER from
            PRODUCER at the Delivery Point.

      5.6.  TAXES. Taxes applicable to the DAM Scheduled Net Electric Output or,
            if applicable, Net Electric Output delivered by PRODUCER to CUSTOMER
            pursuant to this Agreement, or to transactions involving such DAM
            Scheduled Net Electric Output or, if applicable, Net Electric
            Output, (other than taxes based on PRODUCER's and/or CUSTOMER's net
            income), shall be borne by CUSTOMER if related to or arising after
            receipt at the Delivery Point of such DAM Scheduled New Electric
            Output or, if applicable, Net Electric Output, and shall be borne by
            PRODUCER if related to or arising before receipt at the Delivery
            Point of such DAM Scheduled New Electric Output or, if applicable,
            Net Electric Output.

      5.7.  OUTAGES. PRODUCER shall schedule and perform all plant outages
            consistent with Good Utility Practice, and in accordance with the
            terms of the NMP-2 ICA. PRODUCER shall provide CUSTOMER with as much
            advance notice as possible of scheduled outages, unscheduled
            outages, power reductions, and deratings. Except as reasonably
            required by Good Utility Practice, PRODUCER shall not schedule any
            portion of a refueling outage during the months of June, July,
            August, or September.

6.    OTHER PRODUCTS AND SALES. Nothing herein shall preclude PRODUCER from
      selling any Ancillary Service, Energy, Installed Capacity or other product
      or service or quantity thereof associated with NMP-2 to a third party or
      the NYISO not needed to fulfill PRODUCER's obligations hereunder.

7.    PRICE.  The price during each hour of the Term for such amount of
      Installed Capacity and Energy as is provided pursuant to Article 4 and
      Article 5

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      respectively of this Agreement, shall be determined using the data set
      forth in Schedules A and B. The amounts payable by CUSTOMER to PRODUCER
      shall be calculated monthly, and shall be equal to the sum of the product
      of (i) the DAM Scheduled Net Electric Output or, if applicable, Net
      Electric Output in MWh delivered by PRODUCER to CUSTOMER each hour times
      (ii) the applicable price for each hour as determined from Schedules A and
      B for all hours of the month. No other amount shall be payable by CUSTOMER
      for Installed Capacity or Energy provided by PRODUCER pursuant to this
      Agreement.

8.    BILLINGS AND PAYMENTS.

      8.1.  PAYMENT. PRODUCER shall provide CUSTOMER with an invoice setting
            forth the quantity of Energy (MWh), as recorded by the Revenue
            Meters defined and provided for in the NMP-2 ICA, which was
            delivered to CUSTOMER in the indicated month, on or before the 5th
            day of each month for the preceding monthly period. CUSTOMER shall
            remit the amount due by wire transfer, or as otherwise agreed,
            pursuant to PRODUCER's invoice instructions, on the later of fifteen
            days from receipt of PRODUCER's invoice or the twenty-fifth (25th)
            day of the calendar month in which the invoice is rendered. In the
            event the 25th is a weekend day or a holiday on which banking
            institutions are not open in New York State, then payment shall be
            made upon the following business day.

      8.2.  OVERDUE PAYMENTS. Overdue payments shall accrue interest at the
            Interest Rate from, and including, the due date to, but excluding,
            the date of payment.

      8.3.  BILLING DISPUTE. If CUSTOMER, in good faith, disputes an invoice,
            CUSTOMER shall notify PRODUCER in writing within ten (10) business
            days of receipt of the invoice of the basis for the dispute and pay
            the portion of such statement not in dispute no later than the due
            date. If any amount withheld under dispute by CUSTOMER is ultimately
            determined (under the terms herein) to be due to PRODUCER, it shall
            be paid within three (3) business days of such determination along
            with interest accrued at the Interest Rate until the date paid.
            Inadvertent overpayments shall be returned by PRODUCER upon request
            or deducted by PRODUCER from subsequent invoices, with interest
            accrued at the Interest Rate until the date paid or deducted.

      8.4.  MUTUAL RIGHTS OF OFFSET. PRODUCER hereby acknowledges and agrees
            that, if an "Event of Default" has occurred under the promissory
            note(s) (such Event as defined therein) executed by PRODUCER in
            favor of CUSTOMER at the Closing (the "Note"), CUSTOMER shall have
            the right to offset and/or net any payments then owed by PRODUCER
            under the Note against any payments or other amounts due from
            CUSTOMER to PRODUCER under this Agreement. CUSTOMER hereby
            acknowledges

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            and agrees that, if CUSTOMER is deemed to be in default hereunder
            (as defined herein in Section 9.1.3 hereof), then PRODUCER may
            offset and/or net payments then owed by CUSTOMER hereunder against
            any payments or other amounts due from PRODUCER to CUSTOMER under
            the Note. Notwithstanding the foregoing, if pursuant to Section 14
            of the Note, a Surety Bond, Letter of Credit or other financial
            assurance shall have been provided by CUSTOMER under the Note,
            PRODUCER's right of offset shall be deemed to no longer apply to the
            Note, and shall apply only to such Surety Bond, Letter of Credit or
            other financial assurance.

9.    DEFAULT, TERMINATION AND LIABILITY.

      9.1.  BREACH, CURE AND DEFAULT.

        9.1.1. BREACH. A breach of this Agreement shall occur upon the failure
               by a Party to perform or observe any material term or
               condition of this Agreement as described in Section 9.1.2. of
               this Agreement.

        9.1.2. EVENTS OF BREACH. A breach of this Agreement shall include:
               (a) the failure to pay any amount due, unless such amount is
               disputed in compliance with Section 8.3 of this Agreement;
               (b) the failure to comply with any material term or condition
               of this Agreement; (c) the appointment of a receiver,
               liquidator or trustee for a Party, or of any property of a
               Party, if such receiver, liquidator or trustee is not
               discharged within sixty (60) days; (d) the entry of a decree
               adjudicating a Party bankrupt or insolvent if such decree is
               continued undischarged and unstayed for a period of sixty (60)
               days; and (e) the filing by a Party of a voluntary petition in
               bankruptcy under any provision of any federal or state
               bankruptcy law.

        9.1.3. CURE AND DEFAULT. Upon a Party's breach of its obligations under
               this Agreement, (except for breaches described in (c), (d),
               and (e) of Section 9.1.2, whose occurrence shall constitute a
               default by the Party), the other Party (hereinafter the
               "Non-Breaching Party") shall give such Party in breach (the
               "Breaching Party") a written notice specifying the nature of
               the breach, describing the breach in reasonable detail, and
               demanding that the Breaching Party cure such breach.  The
               Breaching Party shall be deemed to be in default of its
               obligations under this Agreement (i) if it fails to cure its
               breach within thirty (30) days after its receipt of such
               notice, (ii) where the breach is such that it cannot be cured
               within thirty (30) days after its receipt of such notice, the
               Breaching Party does not in good faith commence within thirty
               (30) days all such steps as are commercially reasonable
               efforts that are necessary and appropriate to cure such breach
               and thereafter diligently pursue such steps to completion, or
               (iii) where the

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               breach cannot be cured within any commercially reasonable period
               of time.

        9.1.4. REMEDIES UPON DEFAULT. Upon a Party's default as described in
               Section 9.1.3, the non-defaulting Party may, at its option (i)
               continue performance under this Agreement and exercise such other
               rights and remedies as it may have in equity, at law or under
               this Agreement; or (ii) terminate this Agreement in accordance
               with Section 9.2 hereof.

        9.1.5. WAIVER. No provision of this Agreement may be waived except by
               mutual agreement of the Parties as expressed in writing and
               executed by each Party.  Any waiver that is not in writing and
               executed by each Party shall be null and void from its
               inception.  No express waiver in any specific instance as
               provided in a required writing shall be construed as a waiver
               in future instances unless specifically so provided in the
               required writing.  No express waiver of any specific default
               shall be deemed a waiver of any other default whether or not
               similar to the default waived, or a continuing waiver of any
               other right or default by a Party.  The failure of any Party
               to insist in any one or more instances upon the strict
               performance of any of the provisions of this Agreement, or to
               exercise any right herein, shall not be construed as a waiver
               or relinquishment for the future of such strict performance of
               such provision or the exercise of such right. Further, delay
               by any Party in enforcing its rights under this Agreement
               shall not be deemed a waiver of such rights.

      9.2.  TERMINATION. If a Breaching Party is deemed to be in default as
            described in Section 9.1.3, then the Non-Breaching Party may
            terminate this Agreement by providing ten (10) days advanced written
            notice to the Party in default. Termination of this Agreement shall
            not relieve any Party of any of their liabilities and obligations
            arising hereunder prior to the date termination becomes effective.

      9.3.  ADDITIONAL REMEDIES. A Party's right to terminate as the result of
            an occurrence of a default of any other Party shall not serve to
            limit the rights such non-defaulting Party may have under law or
            equity as a result of such default.

      9.4.  MITIGATION OF DAMAGES. A non-defaulting Party has a duty to mitigate
            damages in the event of a default. The provisions of this Section
            9.4 shall survive termination of this Agreement.

      9.5.  EXCLUSION OF DAMAGES. In no event will either Party be liable under
            this Agreement, or under any cause of action relating to the subject
            matter of this Agreement, for any special, indirect, incidental,
            punitive, exemplary or consequential damages, including but not
            limited to loss of profits or

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            revenues, loss of use of any property, cost of substitute equipment,
            facilities or services, downtime costs or claims of third parties
            for such damages, except to the extent that such damages arise from
            the gross negligence or intentional misconduct of the Party from
            whom such damages are sought. The provisions of this Section 9.5
            shall survive termination of this Agreement.

10.   CONTRACT ADMINISTRATION AND OPERATION.

      10.1. PARTY REPRESENTATIVES. PRODUCER and CUSTOMER shall each appoint a
            representative who will be duly authorized to act on behalf of the
            Party that appoints him/her, and with whom the other Party may
            consult at all reasonable times, and whose instructions, requests,
            and decisions shall be binding on the appointing Party as to all
            matters pertaining to the administration of this Agreement.

      10.2. RECORD RETENTION AND ACCESS. PRODUCER and CUSTOMER shall each keep
            complete and accurate records and all other data required by either
            of them for the purpose of proper administration of this Agreement,
            including such records as may be required by state or federal
            regulatory authorities or the NYISO. All such records shall be
            maintained for a minimum of five (5) years after the creation of the
            record or data and for any additional length of time required by
            state or federal regulatory agencies with jurisdiction over PRODUCER
            or CUSTOMER. PRODUCER and CUSTOMER, on a confidential basis, will
            provide reasonable access to records kept pursuant to this Section
            of this Agreement. The Party seeking access to such records shall
            pay 100% of any out-of-pocket costs the other Party incurs to
            provide such access.

      10.3. NOTICES. All notices pertaining to this Agreement not explicitly
            permitted to be in a form other than writing shall be in writing and
            shall be given by same day or overnight delivery, electronic
            transmission, certified mail, or first class mail. Any notice shall
            be given to the other Party as follows:

            If to PRODUCER:

            Constellation Nuclear, LLC
            39 West Lexington Street
            18th Floor
            Baltimore, MD.  21201
            Title:  President
            Attn:  Robert E. Denton
            Phone:  (410) 234-6149
            Facsimile:  (410) 234-5323

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            If to CUSTOMER:

            Central Hudson Gas & Electric Corporation
            284 South Avenue
            Poughkeepsie, NY 12601
            Title:  Senior Vice President
            Attn.:  Arthur R. Upright
            Phone:  (845) 486-5247
            Facsimile:  (845) 486-5782

            If given by electronic transmission (including telex, facsimile or
            telecopy), notice shall be deemed given on the date received and
            shall be confirmed by a written copy sent by first class mail. If
            sent in writing by certified mail, notice shall be deemed given on
            the second business day following deposit in the United States
            mails, properly addressed, with postage prepaid. If sent by same-day
            or overnight delivery service, notice shall be deemed given on the
            day of delivery. PRODUCER and CUSTOMER may, by written notice to the
            other, change its representative(s), including its Company
            Representative, and the address to which notices are to be sent.

11.   BUSINESS RELATIONSHIP. Each Party shall be solely liable for the payment
      of all wages, taxes, and other costs related to the employment by such
      Party of persons who perform this Agreement, including all federal, state,
      and local income, social security, payroll and employment taxes and
      statutorily-mandated workers' compensation coverage. None of the persons
      employed by either Party shall be considered employees of the other Party
      for any purpose.

12.   CONFIDENTIALITY. Except as otherwise required by law, the Parties shall
      keep confidential the terms and conditions of this Agreement and the
      transactions undertaken hereto. If a Party is required to file this
      Agreement with any regulatory body or court, it shall seek trade secret
      protection from such authority and notify the other Party of the
      requirement.

13.   GOVERNMENT REGULATION. This Agreement and all rights and obligations of
      the Parties hereunder are subject to all applicable federal, state and
      local laws and all duly promulgated orders and duly authorized actions
      of governmental authorities having proper and valid jurisdiction over
      the terms of this Agreement. In addition, the rates, terms, and
      conditions contained in this Agreement are not subject to change under
      Section 205 of the Federal Power Act, as that section may be amended or
      superseded, absent the mutual written agreement of the Parties.

14.   GOVERNING LAW/CONTRACT CONSTRUCTION.  This Agreement shall be
      interpreted, construed, and governed by the law of the State of New
      York.  For purposes of contract construction, or otherwise, this
      Agreement is the product of

                                      -12-
<PAGE>

      negotiation and neither Party to it shall be deemed to be the drafter of
      this Agreement or any part hereof. The Section and Subsection headings of
      this Agreement are for convenience only and shall not be construed as
      defining or limiting in any way the scope or intent of the provisions
      hereof. Litigation of claims or disputes arising under this Agreement
      shall be brought in state or federal court in the State of New York.

15.   DISPUTE RESOLUTION.

      15.1. All claims, disputes, and other matters concerning the
            interpretation and enforcement of this Agreement, shall be submitted
            to binding arbitration in New York, NY and shall be heard by three
            neutral arbitrators under the Commercial Arbitration Rules of the
            American Arbitration Association.

      15.2. Only the Parties hereto and their designated representatives shall
            be permitted to participate in any arbitration initiated pursuant to
            this Agreement. The arbitration process shall be concluded not later
            than six (6) months after the date that it is initiated. The award
            of the arbitrators shall be accompanied by a reasoned opinion if
            requested by either Party. The award rendered in such a proceeding
            shall be final. The Parties shall keep the award, and any opinion
            issued by the arbitrators, confidential unless the Parties agree
            otherwise. Any award of amounts due shall include interest accrued
            at the Interest Rate until the date paid. Judgment may be entered
            upon the arbitration opinion and award in any court having
            jurisdiction.

      15.3. The procedures for the resolution of disputes set forth herein shall
            be the sole and exclusive procedures for the resolution of disputes.
            Each Party is required to continue to perform its obligations under
            this Agreement pending final resolution of a dispute. All
            negotiations pursuant to these procedures for the resolution of
            disputes will be confidential, and shall be treated as compromise
            and settlement negotiations for purposes of the Federal Rules of
            Evidence and State Rules of Evidence and similarly applicable rules
            or regulations of any state or federal regulatory agency with
            jurisdiction over a Party.

16.   WAIVER AND AMENDMENT. Any waiver by either Party of any of the provisions
      of this Agreement must be made in writing, and shall apply only to the
      instance referred to in the writing, and shall not, on any other occasion,
      be construed as a bar to, or a waiver of, any right either Party has under
      this Agreement. The Parties may not modify, amend, or supplement this
      Agreement except by a writing signed by the Parties.

17.   BINDING EFFECT; NO THIRD-PARTY RIGHTS OR BENEFITS. This Agreement is
      entered into solely for the benefit of PRODUCER and CUSTOMER, and their
      respective successors and permitted assigns, and

                                      -13-
<PAGE>

      therefore is not intended and shall not be construed to confer any rights
      or benefits on any third-party.

18.   ENTIRE AGREEMENT. This Agreement, including references to and
      incorporation of other agreements and tariffs, contains the complete
      and exclusive agreement and understanding between the Parties as to its
      subject matter.

19.   ASSIGNMENT. CUSTOMER shall have the right to assign the Agreement in
      whole or in part, subject to a 50 MW minimum, without the consent of
      the PRODUCER, (A) provided that (i) such assignee's long-term unsecured
      debt credit rating issue by Moody's Investors Service, Standard &
      Poor's Corporation or another nationally recognized rating agency is
      investment grade rated, and (ii) provided that the CUSTOMER's agreement
      with the assignee requires that for so long as the assignee's credit
      rating is reduced to the lesser of (a) below investment grade or (b)
      below its credit rating at the time of the assignment, the assignee
      shall deliver to PRODUCER, in a form reasonably satisfactory to
      PRODUCER, either (x) a guarantee of the assignee's obligations by its
      parent provided that such parent entity's long-term unsecured debt
      credit rating issue by Moody's Investors Service, Standard & Poor's
      Corporation or another nationally recognized rating agency is
      investment grade, or (y) an irrevocable, standby letter of credit
      issued by a banking or other financial institution, the long-term
      unsecured debt obligations of which is rated investment grade, with a
      drawing amount equal to the obligations under this Agreement which have
      been assigned to the assignee and then remain, and that such security
      remain in full force and effect until all amounts owed to the PRODUCER
      by the assignee are satisfied and paid in full (or such assignee
      establishes or reestablishes the lesser of (a) an investment grade
      rating or (b) its credit rating at the time of the assignment); and
      provided, however, that assignee may reduce the drawing amount under
      such letter of credit from time to time provided such drawing amount is
      not less than the aggregated amount of the obligations under this
      Agreement which have been assigned and then remain; or (B) to an entity
      that does not have an investment grade rating, provided that CUSTOMER's
      agreement with the assignee requires that the assignee deliver, in a
      form reasonably satisfactory to PRODUCER, an irrevocable, standby
      letter of credit issued by a banking or other financial institution,
      the long-term unsecured debt obligations of which is rated investment
      grade, with a drawing amount equal to the obligations under this
      Agreement which have been assigned to the assignee, and that such
      security remain in full force and effect until all amounts owed to the
      PRODUCER by the assignee are satisfied and paid in full (or such
      assignee establishes an investment grade rating); and provided,
      however, that assignee may reduce the drawing amount under such letter
      of credit from time to time provided such drawing amount is not less
      than the aggregated amount of the obligations under this Agreement
      which have been assigned and then remain. PRODUCER shall not have the
      right to assign this Agreement without CUSTOMER's prior written
      consent, PROVIDED that PRODUCER or its permitted assignee, without
      CUSTOMER's consent, may

                                      -14-
<PAGE>


      assign, transfer, pledge or otherwise dispose of (absolutely or as
      security) its rights and interests hereunder to an Affiliate (an "Assignee
      Entity") of PRODUCER at least 68% of the equity securities of which are
      owned by PRODUCER; PROVIDED, HOWEVER, (i) any minority owner of the
      Assignee Entity shall be that entity contemplated to become an equity
      owner of PRODUCER's affiliated merchant energy group as set forth in that
      certain press release issued by Constellation Energy Group on October 23,
      2000, (ii) no minority owner of the Assignee Entity may have any control
      or management or operational rights or role with respect to the Assignee
      Entity , and (iii) no such assignment shall relieve or discharge PRODUCER
      from any of its obligations hereunder or shall be made if it would
      reasonably be expected to prevent or materially impede, interfere with or
      delay the transactions contemplated by this Agreement or materially
      increase the costs of the transactions contemplated by this Agreement. All
      assignments shall consist of the same proportion of Installed Capacity and
      Energy. Except as provided above, any authorized assignment shall relieve
      the assigning Party of any obligations or liability under the Agreement to
      the extent of the assignment.

20.   SIGNATORS' AUTHORITY/COUNTERPARTS. The undersigned certify that they are
      authorized to execute this Agreement on behalf of their respective Party.
      This Agreement may be executed in two or more counterparts, each of which
      shall be an original. It shall not be necessary in making proof of the
      contents of this Agreement to produce or account for more than one such
      counterpart.

21.   NO DEDICATION OF FACILITIES. No undertaking by PRODUCER or CUSTOMER
      under any provision of this Agreement shall be deemed to constitute the
      dedication of any portion of NMP-2 to the public, to CUSTOMER, or to
      any other entity.

22.   OPERATION OF NMP-2. PRODUCER at all times shall operate NMP-2 in
      accordance with Good Utility Practice.

                                      -15-
<PAGE>

      IN WITNESS WHEREOF, and intending to be legally bound, the Parties have
executed this Agreement by the undersigned duly authorized representatives as of
the date first stated above.

PRODUCER                                  CUSTOMER


By:     /s/ Robert Denton                 By:     /s/ Arthur R. Upright

Name:   Robert Denton                     Name:   Arthur R. Upright

Title:  President                         Title:  Senior Vice President



DATE:  December 11, 2000
<PAGE>

                                   SCHEDULE A

                           "CONTRACT YEAR BASE PRICES"


                         -------------------------------
                           CONTRACT         PRICE
                             YEAR        ($ PER MWH)
                         -------------------------------

                              1            $35.70

                              2            $35.32

                              3            $33.95

                              4            $33.60

                              5            $33.56

                              6            $33.23

                              7            $33.91

                              8            $34.61

                              9            $35.32

                              10           $36.05

                         -------------------------------



<PAGE>

                                   SCHEDULE B

                             "MONTHLY PRICE FACTORS"


               -------------------------------------------------

                  MONTH          ON-PEAK          OFF-PEAK
               -------------------------------------------------

                 January         1.1865            0.6746

                 February        1.1865            0.6746

                  March          0.9492            0.6133

                  April          0.9492            0.6133

                   May           1.4238            0.7052

                   June          1.6611            0.7359

                   July          2.1357            0.7666

                  August         2.1357            0.7666

                September        1.6611            0.7359

                 October         0.9492            0.6133

                 November        0.9492            0.6133

                 December        1.1865            0.6746

               -------------------------------------------------