COMMONWEALTH OF VIRGINIA
                          STATE CORPORATION COMMISSION
                           AT RICHMOND, MARCH 2, 2001

APPLICATION OF

VIRGINIA ELECTRIC AND POWER COMPANY             CASE NO. PUE000745

For a certificate of public  convenience  and necessity  pursuant to the Utility
Facilities Act, and authority  pursuant to the Utility Transfers Act, to acquire
cogeneration facilities in Altavista, Hopewell, and Southampton, Virginia

FINAL ORDER

     On December 21, 2000, Virginia Electric and Power Company ("Virginia Power"
or the "Company")  filed an application  with the State  Corporation  Commission
("Commission") pursuant to the Utility Facilities Act ("Facilities Act"), ss.ss.
56-265.1 through  56-265.9 of the Code of Virginia,  for a certificate of public
convenience  and  necessity  for  the  acquisition  of  three  70 MW  coal-fired
cogeneration facilities located in the town of Altavista,  the city of Hopewell,
and the county of  Southampton,  Virginia  (the  "Facilities").  Virginia  Power
represented in its application  tha the Company does not require  approval under
the Utility Transfers Act (the "Transfers Act"),  ss.ss.  56-88 through 56-92 of
the Code of Virginia, for this acquisition.  Virginia Power requested,  however,
that should the  Commission  determine the  Transfers Act applies,  authority be
granted to the Company to acquire the Facilities.

     On January 11, 2001, the  Commission  issued an Order which stated that the
Commission  disagreed  with  Virginia  Power  that  the  Company  does  not need

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authority  pursuant to the Transfers Act, and docketed the application  pursuant
to both the Facilities  Act and the Transfers  Act. The Commission  directed the
Company to give customers and public  officials  within the Facilities'  service
areas  notice  of its  application  and  provided  interested  persons  with  an
opportunity  to comment  and  request a hearing.  In  addition,  the  Commission
directed  Staff to  review  and  analyze  the  application  and to file a report
detailing its findings and recommendations.

     On February 2, Virginia  Power filed proofs of notice and service  required
by the January 11, 2001, Order.

     Pursuant to the  January  11,  2001  Order,  Staff also filed its report on
February 20, 2001. The Staff Report evaluated the proposed acquisition under the
Facilities Act and  recommended  that Virginia Power be granted a certificate of
public   convenience  and  necessity.   The  Staff  Report  also  discussed  the
transaction in terms of the Transfers Act. Staff  determined  that the Company's
proposed  acquisition of the Facilities  would neither impair nor jeopardize the
provision  of adequate  service to the public at just and  reasonable  rates and
recommended that Virginia Power receive authority for the acquisition. The Staff
Report further  determined  that it was  economically  justifiable  for Virginia
Power to acquire the Facilities.  Finally, Staff recommended that Virginia Power
be exempt from the rules issued in Commonwealth of Virginia ex rel. Ex Parte: In
the matter of adopting  Commission rules for electric capacity bidding programs,
Case No. PUE900029, 1990 S.C.C. Ann. Rept. 340 ("Bidding Rules").

     The Company did not file a response to the Report and  represented to Staff
that it had no objections.

     NOW THE COMMISSION,  having  considered the application,  the Staff Report,
and applicable law, is of the opinion that the  application  should be approved.

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We find that the public  convenience and necessity  requires that Virginia Power
acquire the Facilities.  We also find that the proposed transfer will not impair
or jeopardize adequate service at just and reasonable rates.

     Accordingly, IT IS ORDERED THAT:

     (1) Pursuant to the Utility  Transfers Act,  ss.ss.  56-88 and 56-90 of the
Code of  Virginia,  Virginia  Power is hereby  granted  authority to acquire the
Facilities referenced above and described in its application.

     (2)  Pursuant to ss.  56-265.2 of the Code of Virginia,  Virginia  Power is
hereby authorized to acquire the Facilities as referenced above and described in
its application.

     (3) The Company shall submit to the Commission's Director of Public Utility
Accounting  within sixty (60) days of the acquisition  taking place, a report of
the action taken  pursuant to the authority  granted  herein.  Such report shall
include the date the  transaction  took place and the amount Virginia Power paid
for the Facilities.

     (4) There being nothing  further to come before the  Commission,  this case
shall be  dismissed  and the papers  filed  herein  placed in the file for ended
causes.

     ATTESTED  COPIES HEREOF shall be mailed by the Clerk of the  Commission to:
James C.  Roberts,  Esquire,  and Donald G. Owens,  Esquire,  Mays &  Valentine,
L.L.P.,  1111 East Main  Street,  Richmond,  Virginia  23219;  Pamela J. Walker,
Esquire,  Dominion  Resources  Services,  Inc., 120 Tredegar  Street,  Richmond,
Virginia 23219; and the Commission's Divisions of Economics and Finance,  Energy
Regulation, and Public Utility Accounting.


                                         /s/ Clerk of the State Corporation
                                         Commission