EXHIBIT (99)(i)7

                                STATE OF NEW YORK
                            PUBLIC SERVICE COMMISSION

                       At a session of the Public Service
                         Commission held in the City of
                           Albany on October 24, 2001



COMMISSIONERS PRESENT:

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

CASE 01-E-00ll - Joint Petition of Niagara Mohawk Power Corporation,
                 New York State Electric & Gas Corporation, Rochester Gas and
                 Electric Corporation, Central Hudson Gas & Electric
                 Corporation, Constellation Nuclear, LLC and Nine Mile Point
                 Nuclear Station, LLC for Authority Under Public Service Law
                 Section 70 to Transfer Certain Generating and Related Assets
                 and for Related Approvals.


                        ORDER AUTHORIZING ASSET TRANSFERS

                     (Issued and Effective October 26, 2001)



BY THE COMMISSION:

                        INTRODUCTION

         On January 31, 2001, Niagara Mohawk Power Corporation (Niagara Mohawk),
Rochester Gas and Electric Corporation (RG&E), Central Hudson Gas & Electric
Corporation (Central Hudson) and New York State Electric & Gas Corporation
(NYSEG) submitted, pursuant to Public Service Law (PSL) ss.70, a Joint Petition
seeking authority to transfer their respective interests in the Nine Mile Point
Nuclear Generating Station to Constellation


                                       1
<PAGE>



Nuclear, LLC and Nine Mile Point Nuclear Station, LLC (together
Constellation).(1)

         The Administrative Law Judge assigned to this case conducted
conferences on January 17 in anticipation of the Joint Petition and on February
14, 2001.(2) Thereafter, the Judge required the parties to file comments or
testimony concerning the proposed sale and the ratemaking for the gain or loss
on the transaction.(3) On or about April 13, 2001 six parties filed either
comments or testimony: Department of Public Service Staff, the State Attorney
General's Office, the International Brotherhood of Electrical Workers - Local
97, Nucor Steel Auburn, Inc., RG&E,


-------------------
     (1) Niagara Mohawk owns Nine Mile Unit 1 and 41% of Nine Mile Unit 2.
NYSEG owns 18% of Nine Mile 2, RG&E owns 14%, and Central Hudson has 9%. The
remainder belongs to the Long Island Power Authority. LIPA is not selling its
interest at this time.

     (2) Additional conferences were held on May 15 and September 14,2001. An
evidentiary hearing was scheduled to begin on September 25, 2001; however, it
was cancelled when the last Joint Proposal was executed.

     (3) The Joint Petition contained supporting affidavits and prefiled
testimony from Constellation, Niagara Mohawk and the other Nine Mile 2
cotenants. This permitted the Judge to solicit other parties' positions early
in the proceeding.






                                       2
<PAGE>


and Mr. John Mavretich.(4) On or about May 11, 2001, NYSEG, RG&E, Central
Hudson, Niagara Mohawk and IBEW Local 97 responded to the April 13 submissions.

         In accordance with 16 NYCRR 3.9, the petitioners notified the active
parties and other interested persons of the settlement conferences being
conducted in this case. The conferences began in March 2001 and continued
throughout the proceeding. As a result, each petitioner has executed a Joint
Proposal with Staff. The State Consumer Protection Board has also entered into
the Joint Proposals.

         Niagara Mohawk filed its Joint Proposal on May 7, 2001 and Multiple
Intervenors joined in it. If we adopt its terms, the Joint Proposal would
resolve all matters pertaining to Niagara Mohawk.

         RG&E filed next on August 9, 2001. Like the first one, RG&E's Joint
Proposal seeks to resolve all matters related to the sale of the Nine Mile
facilities and the recovery of the company's costs. Central Hudson filed on
September 19, 2001. This proposal also seeks to resolve matters related to the
sale and other matters that could have been raised in this proceeding.

         On September 20, 2001, Constellation and Staff submitted a Joint
Proposal that addresses decommissioning trust fund matters. Finally, on
September 27, 2001, NYSEG filed a Joint Proposal like the other cotenants'
proposals that would resolve all the company's issues related to Nine Mile.

         By notices issued on September 18 and 28, 2001, we provided the public
and interested parties an opportunity to comment on the cotenants' and
Constellation's Joint Proposals.



-----------------------
    (4)   Mr. Mavretich appeared in this proceeding on behalf of
Congressman Maurice D. Hinchey.

                                       3
<PAGE>


Comments and responses were received from the State Attorney General's Office,
Mr. Mavretich, IBEW Local 97, Nucor Steel Auburn, Inc., Niagara Mohawk, Central
Hudson, RG&E, NYSEG, Constellation and Staff.

                               THE JOINT PETITION

         Niagara Mohawk proposes to sell Nine Mile 1 to Constellation for $234
million subject to various specified price adjustments. Niagara Mohawk and the
other utility company cotenants propose to sell their 82% interest in Nine Mile
Unit 2 to Constellation for $581 million, also subject to price adjustments.(5)
Half the purchase price is payable at the closing; the other half will be paid
in five annual installments with interest. The real, personal and intangible
property included in the sales is specified in the December 11, 2000 Asset
Purchase Agreements.(6)

         Constellation will assume various liabilities and obligations for the
fuel the units consume; the storage and disposal of spent nuclear fuel;
high-level and low-level waste; environmental liabilities; and, for injury and
damage to persons or property.

         Constellation will also be responsible for decommissioning the Nine
Mile units. The cotenants will transfer their decommissioning funds to
Constellation at the closing and


-------------------
     (5) Adjustments will be made to the base purchase price for the actual
closing date for the sale, human resource payments, capital additions and
replacements, low-level waste disposal costs, the continuation of the
facilities' NRC licenses, and uranium enrichment/fabrication costs.

     (6) The property includes: spent nuclear fuel, high-level and low-level
waste, and fuel-related inventory; machinery and equipment; transferable
agreements, contracts and permits; books and records; and, unexpired warranties
and guarantees from third parties.

                                       4
<PAGE>


adjustments will be made for any over- or under-funding as necessary.

         Constellation has offered to employ the 1,337 employees who currently
work at the Nine Mile facilities. It will also assume the collective bargaining
agreement that exists between Niagara Mohawk and IBEW Local 97. Employees who
transfer to Constellation will retain their seniority and receive full credit
for their service with Niagara Mohawk.

         Niagara Mohawk and Constellation have entered into a Nine Mile 1 Power
Purchase Agreement (PPA). The PPA would run to August 22, 2009, concurrent with
the facility's NRC operating license. The cotenants and Constellation have also
entered into Nine Mile 2 Power Purchase Agreements for ten years. Pursuant to
the PPAs, Constellation will sell to the utility companies 90% of the capacity
and electric output from the generating units. The parties have agreed to
monthly base prices, differentiated between on-peak and off-peak periods. When
the PPAs expire, the utility companies will have no further right or obligation
to purchase any output from the Nine Mile units.

         In connection with Nine Mile 2, the cotenants have entered into
ten-year Revenue Sharing Agreements (RSAs). The RSAs provide the utility
companies 80% of the amount by which actual market prices exceed a specific
schedule of floor prices. Any such amounts will be credited to the utility
companies.

         In a related matter, RG&E, Central Hudson and the Long Island Power
Authority (LIPA) are selling their Nine Mile 2 transmission facilities to
Niagara Mohawk at their net book value.(7) Niagara Mohawk will also enter into
an agreement with NYSEG to operate and maintain NYSEG's 18% interest in the Nine


---------------------
     (7) This transaction concerns the Scriba Substation, a tract of land
encompassing the substation, and certain transmission lines that connect Nine
Mile 2 to Niagara Mohawk's transmission system.

                                       5
<PAGE>


Mile 2 transmission facilities. Niagara Mohawk will provide Constellation
interconnection service and off-site services for Nine Mile 2 until they
mutually agree to terminate this arrangement.

         Niagara Mohawk will retain ownership of the Nine Mile 1 interconnection
facilities and provide Constellation interconnection service and off-site
services for this unit until they agree to end the arrangement.

         The Nine Mile 2 cotenants (including LIPA) have entered into a Cotenant
Agreement that addresses the materials and supply inventory, nuclear insurance
matters, and the accounting for employee pension and retirement benefits. This
agreement requires them to share Nine Mile 2 costs and benefits to the time of
the closing and as necessary to wind down the cotenancy. They will share the
cost of certain employee retention, incentive and severance payments.

         The selling cotenants have also entered into a Selling Cotenants
Agreement that specifies the closing and transaction costs they will and will
not share. This agreement also addresses the transfer of decommissioning funds
to Constellation, and the regulatory treatment for the Nine Mile 2 material and
supplies inventory.

         The petitioners have also entered into Reciprocal Easement Agreements
that provide the owners of the generation and transmission rights access to
certain facilities after the sale. Niagara Mohawk may also provide Constellation
services after the closing pursuant to a Service Agreement.

         Finally, the Town of Scriba entered into a Memorandum Of Understanding
(MOU) with the cotenants that addresses property taxes, special assessments, and
other levies applicable to the Nine Mile facilities. The MOU provides a gradual
tax reduction over five years and stable taxes thereafter. Over a ten-year
period, taxes are expected to be $125 million less than past

                                       6
<PAGE>


amounts. Constellation has agreed to accept the MOU.

                               THE JOINT PROPOSALS

NIAGARA MOHAWK

         The Niagara Mohawk Joint Proposal (NMJP) addresses the sale of the Nine
Mile 1 and 2 facilities and the recovery of the company's costs. Among other
things, it covers: operating practices, budgets, expenses, capital costs,
inventories, material and supplies, investment tax credits, excess deferred
federal income taxes, plant valuations, ratepayer benefits, costs and benefits
realized after the closing, nuclear insurance matters and stranded costs. The
Joint Proposal does not limit Staff's right to audit the final transaction costs
(and adjustments) for the sales.

         In general, the NMJP adopts the accounting and ratemaking methods
presented by two company witnesses in prefiled testimony that accompanied the
Joint Petition.(8) The NMJP reduces Niagara Mohawk's unamortized investment in
the Nine Mile units by $123 million before the company is permitted to record a
regulatory asset for the remainder. Until the Commission addresses Niagara
Mohawk's rates, the NMJP requires the company to record (in a memorandum
account) the amortization, variations and adjustments to the nuclear regulatory
asset in accordance with its terms.

         The NMJP applies the same rate of return to the nuclear regulatory
asset as applies to Niagara Mohawk's transmission and distribution assets. The
next time the Commission sets the

-------------------
     (8) The NMJP incorporates the joint testimony of Messrs. Steven W. Tasker
and Dennis B. Schafer. While this testimony supported an amortization period for
the nuclear regulatory asset balance not to exceed ten years, the NMJP
recognizes adjustments to the nuclear regulatory asset balance that can either
shorten the amortization period or extend it beyond ten years.

                                       7
<PAGE>


company's rates, Niagara Mohawk will continue to seek to earn the same return on
the regulatory asset as applies to the transmission and distribution assets.

         The NMJP applies the entire purchase price to the ratepayers' benefit
as of the closing and it does not wait for Constellation to pay the second half
over five years. For this reason, the NMJP permits Niagara Mohawk to retain the
interest payments and any prepayments Constellation makes.

         With respect to nuclear insurance matters, the NMJP requires Niagara
Mohawk to pass to ratepayers any future distributions from the Nuclear Electric
Insurance Limited (NEIL) related to the premiums it paid to ensure eligibility
for future distributions. If and when Niagara Mohawk accesses or converts its
nuclear insurance rights into an asset, it will flow them to ratepayers.

ROCHESTER GAS & ELECTRIC

         The terms of the RG&E Joint Proposal (RJP) resolve all matters related
to the sale of the company's interest in Nine Mile 2 and the recovery of its
costs. The RJP preserves Staff's right to audit the final transaction costs and
adjustments.

         Among other things, the RJP addresses: the auction, operating
practices, budgets, expenses, capital costs, inventories, Nine Mile 2 revenue
requirements, capacity and energy forecasts used to purchase electricity from
Constellation, replacement power costs, transaction costs incurred in this and
another proceeding, RG&E's right of first refusal, the company's Advantage New
York proposal, pension and retirement benefits, investment tax credits, excess
deferred federal income taxes, RG&E's Exit Agreement with Niagara Mohawk,
decommissioning costs, Nine Mile 2 valuation, ratepayer benefits, costs and
benefits realized after the closing, nuclear insurance matters and regulatory
asset recovery, including the rate of return on and


                                       8
<PAGE>

the risks associated with the regulatory asset.

         The RJP adopts the accounting and ratemaking methods presented by two
company witnesses in affidavits and testimony accompanying the Joint
Petition.(9) It allows RG&E to establish a $329.5 million regulatory asset when
Nine Mile 2 is sold. Thereafter, the company would write off and reduce his
amount by $20 million. The company would record its amortization, variations and
adjustments to the Nine Mile 2 regulatory asset in a specified account in
accordance with the terms of the Joint Proposal. The regulatory asset would earn
an 11.5% return until the next time RG&E's electric rates are set. RG&E will
seek to have the return on the regulatory asset set the same as its electric
utility business.

         Ratepayers would obtain the full benefits of the purchase price RG&E
receives from Constellation from the start. Consequently, the company would keep
the interest payments and any prepayments it receives from Constellation. Any
Nuclear Electric Insurance Limited (NEIL) distributions RG&E receives for Nine
Mile 2 would be flowed to customers, as would any portion of the asset rights
that convert to the company.

CENTRAL HUDSON

         The Central Hudson Joint Proposal (CHJP) resolves all Nine Mile 2
matters that could have been raised in this case and it does not limit Staff's
rights to audit the final transaction costs. The matters covered by the CHJP
include: the auction, operating practices, budgets, expenses, capital costs,
inventories, transaction costs for this and another proceeding, retirement and
pension benefits, investment tax credits, excess deferred federal income taxes,
decommissioning costs, Nine Mile 2 valuation, ratepayer benefits, costs and
benefits realized after the closing, nuclear insurance costs, federal tax and
auction

----------------------------
    (9) The RJP incorporates the affidavits and testimony of Messrs. James J.
Fletcher and Joseph J. Syta.

                                       9
<PAGE>


incentives related to the Danskammer and Roseton Generating Stations that
Central Hudson has sold.

         The CHJP incorporates the accounting and ratemaking methods a company
witness presented in testimony filed with the Joint Petition.(10) The CHJP
requires Central Hudson to use the Nine Mile purchase price (net of adjustments,
offsets, and expenses) to benefit ratepayers. It also requires the company to
provide another $19 million to benefit ratepayers. The CHJP allows the company
to keep the interest payments and any prepayments Constellation provides. All
future NEIL distributions will flow to ratepayers, as would any rights that
convert to Central Hudson.

NEW YORK STATE ELECTRIC & GAS

         The NYSEG Joint Proposal (NYJP) resolves all matters pertaining to Nine
Mile 2, including cost recovery. Like the other Joint Proposals, it does not
limit Staff's right to audit the final transaction costs and adjustments. Among
other things, it covers: the transfer of NYSEG's interest, rate and accounting
issues (other than complete disposition of the Nine Mile 2 gain), compliance
with the April 25, 2000 order in Case 99-E-0933, compliance with the Price Cap
Plan authorized by Opinion No. 98-6, auction results, operating practices,
budgets, expenses, capital costs, inventories, transactions costs incurred in
this proceeding and in other efforts to sell or transfer Nine Mile 2, pension
and retirement benefits, investment tax credits, excess deferred federal income
taxes, decommissioning costs, plant valuation, ratepayer benefits, costs and
benefits realized after the closing, nuclear insurance matters, and the use of
the sale proceeds.

         NYSEG has agreed to establish an Asset Sale Gain Account (ASGA) for the
$113 million it expects to receive for its interest in Nine Mile 2. The ASGA
will accrue interest and be


------------------------
    (10)  It incorporates Mr. Arthur R. Upright's testimony.


                                       10
<PAGE>

used by the Commission for financially responsible purposes. One year after it
establishes the ASGA, NYSEG will begin to place $1.78 million in the account
monthly until new electric rates supercede the prevailing Price Cap Plan. NYSEG
will retain the interest payments it obtains from Constellation. Ratepayers will
receive all future NEIL distributions and any rights that convert to NYSEG.

CONSTELLATION

         The Constellation Joint Proposal (CJP) resolves certain issues Staff
raised concerning the disposition of the decommissioning trust funds. It amends
the Nine Mile 1 and 2 Asset Purchase Agreements consistent with the prefiled
testimony Staff submitted in this case. The sellers agree with the proposed
amendments.

         In sum, the CJP retains Constellation's commitment to make payments to
the sellers should it realize unanticipated gains due to any delay in the
decommissioning schedules for the facilities. Rather than establish fixed
payment amounts for events not expected to occur for many years, the CJP
provides an approach that does not create any improper incentives concerning
plant decommissioning activity. It is similar to the one Consolidated Edison and
Entergy used for the sale of the Indian Point generating facilities. Should
decommissioning not occur at the end of the facilities' operating lives, half of
any excess decommissioning trust funds will flow to ratepayers.

SUPPORT FOR THE SALE

         In support of the sale, the Joint Petition acknowledges that the
divestiture of utility-owned generation facilities furthers electric industry
restructuring and fosters a competitive marketplace in New York. The cotenants
maintain that the proposed sale aptly responds to our request that they
establish the value of the Nine Mile facilities through an open market process.
They point out that experienced managers were used to conduct an auction open to
all licensed operators of


                                       11
<PAGE>

nuclear power plants.

         The petitioners observe that each utility company will continue their
transmission and distribution businesses without impairment and they will remain
subject to Commission jurisdiction. Constellation will become an electric
company in New York subject to Public Service Law requirements.(11)



















------------------------
      (11)  Constellation has petitioned for lightened regulation in Case
0l-E-0349. An order in that case is being issued today.

                                       12
<PAGE>


         The Joint Petition lists Constellation's qualifications to own and
operate the Nine Mile facilities. They include the parent company's sizable
generation and energy holdings and its interests in nuclear power plants in
Maryland.(12)

         When the Nine Mile facilities stop generating electricity,
Constellation states, it will return the Oswego site to a greenfield condition.
To this end, it will apply the decommissioning trust funds in accordance with
NRC requirements and ratepayers will not have to provide any more contributions
to the trust funds.

         In addition to assuming decommissioning responsibilities, Constellation
will assume all operational costs and risks for the Nine Mile facilities. Its
ownership of the facilities is not expected to provide it market power in New
York. The petitioners note that Constellation does not own any transmission
facilities in the State.

         The petitioners state that they have addressed employee concerns and
labor interests by offering continued employment and compensation for transfers
and severances. They also claim the sale will benefit the local community in
Oswego County. Given a favorable real property tax agreement, the petitioners
believe Constellation will operate the generating plants reliably in the
competitive market.


------------------------
     (12) The petitioners also point out that the Nuclear Regulatory Commission
(NRC) requires license transferees to provide assurances that they are qualified
to assume ownership. They specifically point to the NRC's safety,
decommissioning, and financial requirements as providing additional support for
the authorizations they are seeking here.

                                       13
<PAGE>


         Staff also provides its support for the Joint Proposals. It states that
each one provides a reasonable balance between ratepayer and shareholder
interests. In each instance, Staff considers the amount of costs the utility
will absorb (and not seek to recover from ratepayers) as an acceptable result in
the prevailing circumstances. Staff also credits the provisions it obtained for
various companies to apply amounts already being collected in rates to the
unrecovered investment in the nuclear facilities.

         Addressing the Power Purchase Agreements, Staff notes that the PPAs are
priced at the current estimate for electricity on the open market. As such, it
considers them to be good hedges against market price fluctuations that could
adversely affect customers. Likewise, with the Revenue Sharing Agreements, Staff
states that the RSAs provide good hedges against market price increases at
virtually no cost to ratepayers.

         Overall, Staff states that the Joint Proposals help to introduce
competition in the electric industry by ending controversy about the recovery of
nuclear power stranded costs.

         In support of the NMJP, Niagara Mohawk states that the proposal
provides an equitable resolution of the sale transaction issues and the
treatment of stranded and other costs. The company observes that the NMJP is
consistent with applicable law and public policy, and it provides a negotiated
result that is comparable to a litigated outcome. Niagara Mohawk considers the
NMJP's chief attributes to be its preservation of jobs in Oswego County and the
continuation of a zero-emission source of electricity.

         Multiple Intervenors also supports the NMJP. It states that the
proposal provides a reasonable resolution of the issues, including the reduction
of the company's investment by $123 million. MI specifically supports the
proposal's Nuclear Electric Insurance Limited (NEIL), purchased power, and
revenue sharing






                                       14
<PAGE>


provisions.

         According to RG&E, the RJP balances customer and utility interests well
and it meets Commission objectives. Having used a competitive bid process, RG&E
insists that the purchase price for the facilities compares favorably with the
prices paid for other nuclear power plants. It also believes that the separation
of the Nine Mile facility from the transmission and distribution assets will
foster competition. Given the stranded costs it will forgo and the rate amounts
it will use to amortize stranded costs, RG&E considers the proposal to be a fair
resolution of the issues.

         Central Hudson also states that it made beneficial concessions to
customers that support adoption of the CHJP. By achieving closure on the nuclear
generation issues, Central Hudson believes it can focus better on the provision
of delivery services and more effectively implement the vision for a competitive
electric industry. Thus, the company considers its proposal to be reasonable and
in the public interest.

         NYSEG states that the NYJP adds to the development of a competitive
electric market and it points to the capital gain on the Nine Mile 2 sale that
can be used to benefit ratepayers. It notes that a non-bypassable wires charge
might have otherwise been needed to recover nuclear stranded costs. It also
notes that customers do not risk Nine Mile 2 replacement power costs during the
remainder of the prevailing rate restructuring plan. Finally, NYSEG states its
strong preference to avoid becoming a minority owner of Nine Mile 2 with little
control over its budget or operations.

                    COMMENTS CONCERNING THE JOINT PROPOSALS(13)




------------------------
     (13) In addition to the comments reported below, comments were also
received from NYSEG and RG&E. NYSEG's comments concerning the need for a new
operating agreement for Nine Mile 2 is moot given the NYJP and the proposed sale
of the company's interest in the facility. RG&E's comments concern a
transmission
                                       15
<PAGE>

STATE ATTORNEY GENERAL














------------------------
facility dispute between it and Niagara Mohawk that is pending court action.
Whether or not Staff helps to mediate this dispute, RG&E's comments neither
detract from nor dispute the merits of the NMJP.


                                       16
<PAGE>


         The State Attorney General's Office (OAG) believes that utility company
losses from the sale of nuclear power plants should be borne by shareholders and
not be charged to ratepayers.(14) According to OAG, shareholders should shoulder
the risk of nuclear power plants in return for the rewards they may provide.
Given the sale of the Nine Mile facilities at less than their book value, OAG
believes the stranded costs should be written off and not be converted into
regulatory assets for ratepayers to pay. It contends that the utility companies'
management (not ratepayers) decided to make uneconomic investments in nuclear
power plants. According to OAG, the Commission has ample authority to relieve
ratepayers of the stranded cost burdens. It points out that the utility
companies were never provided any assurances that stranded costs would be
recovered in rates.

         OAG also opposes provisions in various Joint Proposals that seek to
restrict parties' rights to challenge the rate of returns the companies will
seek in upcoming rate proceedings. It insists that no party should be precluded
from advocating a different rate of return for regulatory assets than the one
provided for transmission and distribution assets.

         Finally, OAG objects to Joint Proposal provisions that specify monthly
true-ups of purchase power costs with market costs.(15) It prefers that these
matters be considered in rate cases where other factors bearing on just and
reasonable rates can also be considered.


------------------------
     (14) OAG took the same position concerning the recent sale of the Indian
Point nuclear generation facilities. See, Case Ol-E-0040, CONSOLIDATED EDISON
COMPANY OF NEW YORK, INC. - ASSET SALE, Order Authorizing Asset Transfer (issued
August 31, 2001).

     (15) Such provisions are contained in the NMJP and the RJP.


                                       17
<PAGE>


MR. MAVRETICH(16)

         Mr. Mavretich recognizes the convenient opportunity the Joint Proposals
provide to end the Nine Mile 2 controversy. However, he see little benefit in
them for ratepayers. According to Mr. Mavretich, a greater portion of the
companies stranded costs should be disallowed and not be recovered from
ratepayers. He believes that the Joint Proposals are lopsided and they favor
shareholder interests. He estimates that over $1 billion of cost recovery is
provided to shareholders and he claims that ratepayers will receive no
comparable advantage. Consequently, he urges that the Joint Proposals be
rejected and that litigation or further negotiations be used to obtain better
results for ratepayers.

         Mr. Mavretich specifically endorses the Joint Proposals' terms
concerning the future benefits available from Nuclear Electric Insurance Limited
(NEIL). He states that they properly preserve the benefits for ratepayers and
they are consistent with the prefiled testimony he provided.

IBEW LOCAL 97

         IBEW Local 97 represents 6,200 utility workers; 700 work at the Nine
Mile facilities. The union supports the Joint Proposals and states that they
reasonably balance shareholder and ratepayer interests. Local 97 urges us to act
expeditiously to end the uncertainty for workers at the facilities.

NUCOR STEEL AUBURN

         Nucor Steel Auburn, Inc. believes the NYJP provides an

------------------------
     (16)  As noted above, Mr. Mavretich appeared in this proceeding on behalf
of Congressman Maurice D. Hinchey.

                                       18
<PAGE>


acceptable resolution of the issues concerning NYSEG. It specifically endorses
the establishment of an Asset Sale Gain Account that will be used to provide
ratepayer benefits in a financially responsible manner.

ALLIANCE FOR MUNICIPAL POWER

         In May 2001, the Alliance For Municipal Power (AMP) commented on the
NMJP. AMP is concerned about the exit fees that municipal customers pay before
they can leave the electric network. In general, AMP has complained about the
summary nature of the NMJP, contending that it should have included more details
about the purchase price and stranded costs. AMP specifically criticizes the
provision that would apply Niagara Mohawk's allowed rate of return to the
nuclear regulatory assets. It also wants to review the final transaction costs
for the sale. AMP proposes that Niagara Mohawk not be allowed to recover its
legal fees related to the sale.

PUBLIC COMMENTS

         Throughout this proceeding, we have received letters, electronic mail,
and comments concerning the Joint Petition.(17) Recently, when the parties filed
their Joint Proposals, we conducted public information forums in Syracuse on
October 2, and in Oswego on October 3, 2001. At the forums, the staff of the
Office of Consumer Education and Advocacy described the Joint Petition the Joint
Proposals and solicited comments. The public was also advised to mail,
telephone, or submit comments electronically over the internet.

         Among others, we have heard from a certified public accountant in
Liverpool who urges us to reject the Joint Proposal

------------------------
     (17) Some of the correspondence we received was initially sent to Governor
Pataki and various state legislators. Such letters were forwarded to us to
consider in this proceeding.

                                       19
<PAGE>


and from a resident of Greenlawn who believes that the nuclear power plants
should not be sold. A student attending the State University of New York at
Potsdam wrote us concerning the safe operation of nuclear power plants and an
RG&E ratepayer believes his utility company should write off all the remaining
Nine Mile 2 costs. A resident of Oswego not only opposes recovery of stranded
costs he believes a portion of the costs ratepayers have paid for the facilities
should be returned.

         At the public forums, 33 persons attended and 12 provided comments.
Several speakers urged that the power plants not be sold and that they no longer
operate. Others expressed concerns about public safety, decommissioning efforts,
and the need for more information. We also heard from an individual who was
unable to attend the public forums who is concerned about the risks of operating
nuclear power plants and would prefer that they be shut down.

                            DISCUSSION AND CONCLUSION

         The proposed sale of the four utility companies' interests in Nine Mile
1 and 2, with associated facilities, is consistent with the policies the
Commission announced in 1996 to open the electric system to competition and to
allow electric generation companies to compete in the sale of electricity. Each
of the utility companies has been operating since that time pursuant to a rate
restructuring plan the terms of which the Commission has ordered.

         To their credit, the terms of the proposed sales to Constellation are
the result of a competitive bid and auction process. This is in stark contrast
to the sale terms two utility companies presented in mid-1999 that they
subsequently withdrew.(18)



------------------------
     (18)  Case 99-E-0933, JOINT PETITION TO TRANSFER NUCLEAR GENERATION ASSETS,
Order Allowing Petitions to be Withdrawn (issued April 25, 2000)

                                       20
<PAGE>


In Case 99-E-0933, we understood that multiple bidders were interested in the
nuclear generation facilities and we insisted that the utility companies seek to
obtain a substantially higher market value for them. That objective has been met
in this case with the results of Constellation's successful bid that we find
acceptable.

         To assist the utility companies in their auction efforts, in April
2000, we addressed nuclear stranded cost matters and provided several
observations. Chief among them, we stated that the sale of the nuclear
generation facilities at their current market value would constitute appropriate
mitigation of the stranded costs. We also stated our willingness to address the
ratemaking treatment for the Nine Mile sale at the same time we determined
whether the proposed asset transfer was in the public interest.(19)

         As in the recent case involving Consolidated Edison's sale of the
Indian Point nuclear facilities to Entergy, the Office of the Attorney General
(OAG) has stated its general opposition to ratepayers paying the stranded costs
for sales that fail to produce sufficient proceeds to cover book costs. In this
case, two utility companies (Niagara Mohawk and RG&E) clearly have stranded cost
losses attributable to the sale of their nuclear generation facilities, a
portion of which ratepayers are being called upon to pay. The same might also be
said of the results of Central Hudson's and NYSEG's sale of their nuclear
generation assets; however, these companies used gains achieved from the sale of
other generating facilities to cover a portion of their book costs for Nine Mile
2.

         Addressing first the circumstances presented by Central Hudson and
NYSEG, we find that treatment of nuclear stranded costs provided by the CHJP and
the NYJP is acceptable and that they reasonably balance the interests of
ratepayers and

------------------------
    (19)  ID., pp. 7 and 8.

                                       21
<PAGE>


shareholders. The CHJP requires Central Hudson to place its share of the Nine
Mile 2 purchase price in a benefit fund for ratepayers and it requires the
company to contribute another $19 million to the benefit fund. These are
substantial advantages for ratepayers that support our finding that the sale of
Central Hudson's portion of Nine Mile 2 is in the public interest and should be
authorized.

         Similarly, the NYJP requires NYSEG to establish an asset sale gain
account and to fund it with the company's portion of the Nine Mile 2 sale
proceeds and additional amounts. Like the funds Central Hudson is putting aside,
the NYSEG funds will be used to benefit ratepayers in a financially responsible
manner. These results support our finding that the sale of NYSEG's portion of
Nine Mile 2 is in the public interest and should be authorized.

         With respect to Central Hudson and NYSEG, we reject OAG's and Mr.
Mavretich's assertions that the gains achieved from the sale of other generation
facilities should not have been used to reduce their book costs for Nine Mile 2.
Given the acceptable terms of the CHJP and the NYJP that we can adopt, there is
no merit in the contention that ratepayer interests are not served by applying
the gain on other sales to the Nine Mile book costs.

         Turning to Niagara Mohawk and RG&E, and their proposals to establish
regulatory assets to recover Nine Mile stranded costs, in neither instance does
the utility company seek to recover their entire loss on the sale transaction.
The RJP requires RG&E to write off $20 million of its loss which we find to be a
proper amount given the company's current financial and business circumstances,
and considering the continuing challenges associated with RG&E's ownership and
operation of the Ginna Nuclear Station and its remaining unrecovered nuclear
investments. In addition, the RJP requires the company to redirect and use up to
$30 million currently being collected in rates to amortize the nuclear
regulatory asset. These are


                                       22
<PAGE>


substantial ratepayer benefits that otherwise reduce the charges that could have
been applied to them. For these reasons we find that the terms of the RJP are
acceptable and the sale of RG&E's interest in Nine Mile 2 is in the public
interest.

         As the sole owner of Nine Mile 1 and as the company with the largest
single interest in Nine Mile 2 (at 41%), it is no surprise that Niagara Mohawk
incurs the greatest loss on the sale of the nuclear facilities. The NMJP
balances ratepayer and shareholder interests by requiring the company to write
off $123 million of the loss on the sale. However, according to OAG and Mr.
Mavretich, Niagara Mohawk (and the other utility companies) should have written
off much more than this to provide a proper balance of ratepayer and shareholder
interests. Inasmuch as the generation assets were constructed to serve
ratepayers and Niagara Mohawk's regulated rate of return was constrained and
limited to its cost of capital, OAG's and Mr. Mavretich's contentions are
incorrect.(20) Thus, we find no merit in Mr. Mavretich's request for the parties
to engage in further negotiations or for us to initiate litigation in this case.

          As to other Joint Proposal terms that have drawn adverse comments, the
OAG and the Alliance For Municipal Power (AMP) object to any limits on the rate
of return issues in


-------------------------
    (20) We also note that Niagara Mohawk recently announced that it is willing,
in the context of its proposal to merger with National Grid, to write-off an
additional $850 million. Case Ol-M-0075, NIAGARA MOHAWK AND NATIONAL GRID MERGER
PROPOSAL, Joint Proposal (dated October 11, 2001).


                                       23
<PAGE>


upcoming RG&E and Niagara Mohawk rate proceedings.(21) While the RJP's
provisions apply only to Staff and the company,(22) OAG nonetheless objects to
them as a matter of public policy. Both the OAG and AMP object to the NMJP's
provisions for the limits they seek to impose on third parties.

         We find no compelling public policy reason to preclude Staff from
stating in advance the approach it will adhere to and use in upcoming rate
proceedings. We are not troubled by the commitments it has made with RG&E that
do not impose any limits or restrictions on any other party. With respect to the
restrictions the NMJP seeks on third parties proposing a different rate of
return for the nuclear regulatory asset, we will place no such restrictions on
the comments, or other submissions, that may be provided in other cases.

         OAG is also opposed to the purchase power cost true-up provisions
proposed by Niagara Mohawk and RG&E and claims this matter is better left to the
companies' upcoming rate




----------------------
     (21) The CHJP and the NYJP do not contain any such provisions.

     (22)  RG&E's Reply Comments (dated September 28, 2001), p. 8.

                                       24
<PAGE>


proceedings.(23) In response, RG&E states that it only intended the RJP's
true-up provision to operate on an interim basis pending the results of its next
proceeding.(24) Thus, there does not appear to be any true issue between these
parties. With respect to Niagara Mohawk, as stated above, any party who seeks to
address the true-up provision in a ratemaking context will not be precluded from
submitting their comments or submissions.

         Finally, while AMP believes that Niagara Mohawk should not be allowed
to recover all its legal fees, the company's legal fees and final transaction
costs remain subject to a final audit.(25)

         In summary, we have considered the Joint Petition, and the various
agreements the selling cotentants and Constellation have executed for the Nine
Mile facilities. We have also considered the Joint Proposals that the
petitioners have executed with Staff, CPB and Multiple Intervenors. Further, as
discussed above, we have evaluated the comments that the parties and the public
have provided concerning the Joint Petition and the Joint Proposals. All of this
leads us to find that the proposed sale of the Nine Mile nuclear generation
assets is in the public interest and the transfer should be authorized pursuant
to PSL ss.(70).

                 STATE ENVIRONMENTAL QUALITY REVIEW ACT FINDINGS


------------------------
     (23)  OAG also opposed such provision in the CHJP; however, Central Hudson
denies that there are any provisions of this sort in its Joint Proposal. Central
Hudson's Reply Comments (dated September 28, 2001), pp. 4 and 5.

     (24)  RG&E's Reply Comments (dated September 28, 2001), pp. 9 and 10.

     (25) The companies' filing of their final costs will be made public and
available for inspection by AMP or any other interested party.




                                       25
<PAGE>

         On May 3, 1996, the Commission issued a Final Generic Environmental
Impact Statement (FGEIS) that addressed the statewide environmental, social and
economic impacts of a policy opening New York's electric markets to
competition.(26) The FGEIS acknowledged that localized impacts could arise as a
result of specific divestiture proposals presented by individual companies. To
determine if any such impacts existed, each company was directed to file a draft
Environmental Assessment Form (EAF) with its divestiture plan.

         The approval of the sale of Nine Mile 1 and 2 to Constellation
constitutes a subsequent action to the policy determinations issued in Case
94-E-0952 and to the rate and restructuring decisions made by the Commission
(Opinion Nos. 98-1, 98-6, 98-8, and 98-14.)(27) Therefore, under the State

-------------------------
     (26)  Case 94-E-0952, ET AL., Competitive Opportunities Proceeding.

     (27)  Case 94-E-0952, SUPRA, Opinion No. 96-12 (issued May 20, 1996) ; Case
96-E-0898, ROCHESTER GAS AND ELECTRIC CORPORATION - RATE RESTRUCTURING, Opinion
No. 98-1 (issued January 14, 1998) ; Case 96-E-089l, NEW YORK STATE ELECTRIC &
GAS CORPORATION - RATE RESTRUCTURING, Opinion No. 98-6 (issued March 5, 1998);
Case 94-E-0098, NIAGARA MOHAWK POWER CORPORATION - ELECTRIC RATES, Opinion No.
98-8 (issued March 20, 1998); and, Case 96-E-0909, CENTRAL HUDSON GAS & ELECTRIC
CORPORATION - RATE



                                       26
<PAGE>


Environmental Quality Review Act (SEQRA), the Commission must determine whether
the impacts associated with the proposed transfer are within the conditions and
thresholds of the FGEIS.

         The Commission issued a Final Supplemental Environmental Impact
Statement on October 5, 2001, which analyzed the detailed site-specific
information provided in the draft SEIS submitted by the petitioners as part of
their PSL ss.70 filing and the other factual information referenced therein. It
identifies and addresses the environmental, social and economic impacts found to
arise as a result of the transaction. Determinations were made as to whether the
impacts identified are within the conditions and thresholds of the FGEIS.
Additionally, a comparison was made to the no action alternative to gauge the
extent to which impacts actually arose as a result of the proposed action.

         We solicited but did not receive any comments from the public on the
draft SEIS. Nonetheless, we recognized a potential significant adverse
impact--the asset transfer's effects on property tax revenues. This impact was
addressed and found to be mitigated to the maximum extent practicable by a
Memorandum of Understanding (MOU) between the cotenants and the Town of Scriba
that sets the property taxes for the Nine Mile facilities for the next ten
years. Constellation has agreed to accept and abide by the MOU.

         When the localized impacts identified are balanced against the overall
benefits to be derived from the proposed transfer (as addressed in this order),
it is clear that utility ratepayers, and the State as a whole, will be better
off by approving the transaction. The separation of generation facilities from
transmission and distribution assets should lead to a competitive marketplace
and reduced rates. Lower electric rates should lead to economic growth and
development. Given



--------------------------------------------------------------------------------
RESTRUCTURING, Opinion No. 98-14 (issued June 30, 1998).

                                       27
<PAGE>


Constellation's focus on nuclear electricity, this transaction should contribute
to the safe and continued operation of the plants and to system reliability.

         Accordingly, the Commission makes the findings stated above regarding
the environmental impacts associated with the sale. Pursuant to 6 NYCRR 617.11,
the Commission certifies that, consistent with environmental, social and
economic considerations from among the reasonable alternatives available, the
approval of the sale of Nine Mile 1 and 2, and related assets, avoids or
minimizes adverse impacts to the maximum extent practicable and satisfies the
requirements of SEQRA. The action is also consistent with applicable policies
set forth in Article 42 of the Executive Law (Local Waterfront Revitalization
and Coastal Resources), as implemented by 19 NYCRR 600, and will achieve a
balance between the protection of the environment and the need to accommodate
social and economic considerations.

FEDERAL AND STATE REGULATION

         The petitioners interpret the Public Utility Holding Company Act
(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 Constellation can be afforded exempt wholesale generator (EWG) status for
the Nine Mile 1 and 2 generating facilities. Constellation seeks this status so
it may operate the facilities free of federal regulation intended for monopoly
utilities. Constellation sees the requisite benefit for the public in its
participation in the wholesale competitive market, which should result in
increased competition.

         Therefore, the petitioners request that findings be made that the Nine
Mile generating facilities be determined to be "eligible facilities" as that
term is defined by PUHCA ss.32, thereby allowing the Federal Energy Regulatory
Commission (FERC) to issue a decision qualifying Constellation for EWG status
under federal law.



                                       28
<PAGE>


         In conformance with PUHCA and FERC's regulations,(28) the Commission
finds that allowing the Nine Mile facilities to become eligible facilities, with
Constellation owning the plants (either directly or indirectly through one or
more affiliates as defined under federal law)(29) will benefit New York
consumers, is in the public interest, and does not violate New York law.

         These findings are made on the same basis that we have found that the
transaction is in the public interest pursuant to PSL ss.70. The Commission
determined in Case 94-E-0952 (Opinion No. 96-12) that a competitive marketplace
for the provision of electricity supply would benefit New York customers and
this transaction furthers that goal. Moreover, there is no violation of New York
law in transferring the plants to Constellation.








-------------------------
    (28)  15 U.S.C.A.ss.79z-5l; 18 C.F.R. ss. 365.

    (29)  15 U.S.C.A. ss.79b(a) (ii); 18 C.F.R.ss.365(a) (1) (i).



                                       29
<PAGE>


         While Constellation will become an electric corporation under New York
law when it assumes ownership of the Nine Mile facilities, it is being accorded
lightened regulation.(30) This approach to regulation has been previously
approved for generators that intend to participate entirely or primarily in the
wholesale market.(31) Constellation, however, will still be subject to state
regulation with respect to such matters as enforcement, investigation, safety
(subject to the NRC's jurisdiction over radiological matters), reliability and
system improvements.

THE COMMISSION ORDERS:

         1. The terms and conditions of the five Joint Proposals identified and
described herein are adopted and incorporated as part of this order.

         2. The Nine Mile 1 and 2 Asset Purchase Agreements are approved,
subject to the requirements of this order.

         3. The Cotenant Agreement (as amended by the First Amendment dated
September 28, 2000) and the Selling Cotenant Agreement (as amended by the First
Amendment dated September 28, 2000) are approved, subject to the requirements of
this order.





-----------------------
      (30)  Case Ol-E-0349, NINE MILE POINT NUCLEAR STATION, LLC, Order
Providing For Lightened Regulation of Nuclear Generation Facilities (Issued
October 29, 2001).

      (31)  See, E.G. Case 98-E-l670, CARR STREET GENERATING STATION, Order
Providing for Lightened Regulation (issued April 23, 1999).

                                       30
<PAGE>


         4. The Transmission Purchase and Sale Agreement and the Transmission
Owners Agreement are approved, subject to the requirements of this order.

         5. The Power Purchase Agreements and the Revenue Sharing Agreements are
approved, subject to the requirements of this order.

         6. The Property Tax Memorandum of Understanding is deemed to be
reasonable, prudent, and in the public interest.

         7. No later than 90 days following the closing of the sale and transfer
of the Nine Mile nuclear assets, the petitioners shall file with the Commission
a statement of the amount of proceeds received, the costs incurred, and the
proposed accounting and ratemaking treatment for the net proceeds, in
conformance with the requirements of this order.

         8. The findings related to the Final Supplemental Environmental Impact
Statement required under the State Environmental Quality Review Act described in
the body of this order are made.

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

         10. This proceeding is continued.

                                                     By the Commission,

                                    (SIGNED)         JANET HAND DEIXLER
                                                          Secretary






                                       31