1998 Stock Incentive Plan

           In February 1999, our Board of Directors adopted and our stockholders approved our 1998 stock incentive plan. In connection with our initial public offering, our Board of Directors approved an amendment to the plan, which was approved by our stockholders, to increase the maximum number of shares that may be awarded under the plan to 7,500,000 shares and to modify the definition of change of control. The plan, as amended, provides for the granting of stock options, stock appreciation rights, share awards, performance awards and restricted stock to our or our subsidiaries' employees, officers, and directors. The 1998 stock incentive plan provides for the grant of incentive stock options intended to qualify under Section 422 of the Internal Revenue Code and stock options that do not so qualify. The maximum number of shares that may be awarded to an employee during any three year period is 1,500,000, and the maximum amount of dollar denominated performance units that may be awarded to any employee is $1,000,000. The 1998 stock incentive plan is designed to comply with the requirements for "performance-based compensation" under Section 162(m) of the Internal Revenue Code, and the conditions for exemption from the short-swing profit recovery rules under Rule 16b-3 under the Exchange Act.

           The purpose of the 1998 stock incentive plan is to provide an incentive to our directors, officers, employees and consultants to encourage them to devote their abilities to the success of our business. The 1998 stock incentive plan is administered by, and awards may be granted by, the compensation committee of our Board. Generally, the compensation committee has the right to grant options and other awards to eligible participants and to determine the terms and conditions of option and other award agreements, including the vesting schedule of options and other awards and the exercise price of options.

           The 1998 stock incentive plan provides that the term of any option may not exceed ten years. In the event of a change in control (as defined below) of our company, all outstanding stock options, stock appreciation rights, and performance units become immediately and fully vested and any restrictions on restricted stock lapse.

          Change in control generally means:

           In the event of a change in capitalization, the compensation committee will adjust the maximum number and class of shares which may be granted under the 1998 stock incentive plan or to any individual in any three calendar year period, the number and class of shares which are subject to any outstanding options and the purchase price of the option.

Employment Agreements With Named Executive Officers

           Effective November 2000, we entered into amended and restated employment agreements with Jack A. Fusco, our President and Chief Executive Officer, Scott B. Helm, our Chief Financial Officer and Executive Vice President, and W. Thaddeus Miller, our Chief Legal Officer and Executive Vice President, and entered into an employment agreement with E. Thomas Webb, our Senior Vice President of Operations. Effective December 2000, we entered into an employment agreement with Michael J. Gluckman, our Senior Vice President of Corporate Development.

           The following table provides information about the employment agreements of each of our Named Executive Officers:

                                                                                     Option Grants
                                                                                (Shares of Common Stock)
                                                                           Five-year   Three-year
                                 Bonus         Expiration      Stock        Vesting     Vesting       Additional
Name              Salary($)(a)  Range(b)(c)(d)  Date(e)     Purchases(f)  Options(g)   Options(h)     Options(i)
------            -----------   -------------  ----------  -------------  ----------   ----------   ---------------
Jack A. Fusco.....$475,000      75-150%         May 2003   20,000 shares    150,000      100,000    At least 50,000

Scott B. Helm..... 425,000      75-150%      August 2003   40,000 shares    120,000       80,000    At least 40,000

W. Thaddeus Miller 400,000      75-150%         May 2004   22,500 shares    120,000       80,000    At least 40,000

E. Thomas Webb.... 340,000      50-100%    November 2005   15,000 shares    100,000       60,000    At least 30,000

____________

          Each agreement provides that in the event of termination by us without cause or by the employee for good reason, the employee will be entitled to receive from us within 15 days following his termination:

           If the employee owes us monies under the note to the stock purchase agreement on the date of his termination, then cash payment amounts for salary and bonus in excess of the employee’s 2000 salary shall first be applied to satisfy the monies owed to us under the note.

          Good reason means:

           In addition, termination for good reason due to our breach, relocation or a change in control automatically triggers the vesting of all stock options held by each employee. The employment agreement also provides that each employee will not compete with us for a period of one year after the termination of the employee’s employment.

Director Agreement

           On April 5, 2000, we entered into a director agreement with Frederic V. Salerno, who is the Chairman of our Board of Directors. The agreement states that Mr. Salerno will use reasonable best efforts to attend all board meetings, serve on subcommittees and perform such other duties and services appropriate for his position as Chairman. In addition, we agreed to indemnify Mr. Salerno for his activities as a director and reimburse Mr. Salerno for all reasonable business expenses.

           The director agreement is for a two-year term, subject to earlier termination due to death, mutual agreement, cause, a fiduciary resignation or good reason as set forth in the director agreement.

           Under the director agreement, Mr. Salerno is subject to a non-disclosure covenant and a covenant prohibiting the solicitation of our employees and customers. He is also subject to a non-competition covenant which prohibits him from becoming employed by any entity that is principally engaged in our line of business (other than his current employer).

           In connection with the director agreement, we also entered into an option agreement with Mr. Salerno under our 1998 stock incentive plan. Under his option agreement, he has the option to purchase 322,600 shares at an exercise price of $15.50 per share. The option has a five-year term. The option will vest and become exercisable with respect to 50% of the shares on the first anniversary of the grant date. The remaining 50% will vest and become exercisable the day before the second anniversary of the grant date. The option will become immediately vested and exercisable if Mr. Salerno is terminated without cause, resigns as a result of a fiduciary conflict, or resigns for good reason. The option will also immediately vest and become exercisable upon a change in control, as defined in our 1998 stock incentive plan.

           In addition, we entered into a stock purchase agreement with Mr. Salerno. Under his stock purchase agreement, Mr. Salerno may purchase 645,200 shares of our common stock at $15.50 per share paying for one-half of this stock with a limited recourse promissory note.

           We also entered into an investor rights agreement with Mr. Salerno, which set forth certain rights, obligations and restrictions with respect to his shares. The provisions of this agreement terminated automatically upon the closing of our initial public offering in November 2000.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Stockholders' Agreement

General

           GS Capital Partners II, L.P. and other private investment partnerships affiliated with Goldman, Sachs & Co., Constellation Enterprises, affiliates of Mitsubishi Corporation, Tokyo Electric Power Company International B.V. and we were parties to a stockholders' agreement, most provisions of which terminated automatically upon the closing of our initial public offering in November 2000.

IPO Fees

           Pursuant to the stockholders’ agreement, prior to our public offering, Goldman, Sachs & Co. had the right to provide all investment banking services on arms-length terms, conditions and pricing. We paid $16.4 million to Goldman, Sachs & Co. in connection with our initial public offering.

Advisory Fees

           Pursuant to the stockholders’ agreement, in addition to any other fees payable with respect to any of our financings or paid under our strategic alliance agreements, we paid 1% of the aggregate consideration paid in each acquisition transaction as an advisory fee to our stockholders in proportion to the percentage holding of each stockholder. For the year ended December 31, 2000, we paid a total of $11.9 million to GS Capital Partners II, L.P. and affiliated investment partnerships, $4.7 million to Constellation Enterprises, $1.8 million to affiliates of Mitsubishi Corporation and $1.2 million to Tokyo Electric Power Company International B.V. In 1999, we paid a total of $6.8 million to GS Capital Partners II, L.P. and affiliated investment partnerships and $2.9 million to Constellation Power Source (which was then our stockholder). In addition, prior to our initial public offering, Goldman, Sachs & Co. had the right to provide all investment banking services to us on arms-length terms, conditions and pricing. Both of these provisions terminated automatically upon the closing of our initial public offering.

Equity Investments

           Pursuant to the stockholders’ agreement, at the time of our formation in March 1998, GS Capital Partners II, L.P. and affiliated investment partnerships and Constellation Power Source irrevocably committed to provide us with additional equity capital subject to an aggregate maximum investment for each stockholder. Our other stockholders made similar commitments when they first purchased our stock in November 1999. The price at which each stockholder purchased stock upon the capital calls was set forth in the stockholders’ agreement at $10.00 per share for GS Capital Partners II, L.P. and affiliated investment partnerships and Constellation Enterprises and at $15.50 per share for our other stockholders, and was determined through arms-length negotiations and reflected our status and prospects at the time of the commitment. All commitments to provide equity under the stockholders’ agreement have been satisfied.

           The following table sets forth the equity investments to date for each of our principal stockholders:

Investor                                                         Amount ($)
--------                                                     -----------------
Entities affiliated with The Goldman Sachs Group, Inc....... $  368,975,000
Constellation Power Source, Inc. and affiliates.............    206,025,000
Mitsubishi Corporation and affiliates.......................    120,000,000
Tokyo Electric Power Company International B.V..............     80,000,000

           In March 1998, November 1998, December 1998, June 1999, July 1999, September 1999 and April 2000, GS Capital Partners II, L.P. and affiliated investment partnerships and Constellation Enterprises made equity investments pursuant to capital calls based upon their respective commitments described above. These funds were primarily used to finance acquisitions. GS Capital Partners II, L.P. and affiliated investment partnerships purchased 30,000,000 shares and Constellation Enterprises and affiliates purchased 17,500,000 shares pursuant to those capital calls.

           Pursuant to the stockholders’ agreement, in connection with several capital calls, we issued warrants to GS Capital Partners II, L.P. and affiliated investment partnerships to purchase a total of 5,034,257 shares of our common stock at an exercise price of $10.00 per share and 1,366,143 shares at an exercise price of $15.50 per share, and to Constellation Enterprises to purchase a total of 705,900 shares at an exercise price of $10.00 per share. All of these warrants expire ten years from the date of issuance.

           Under the stockholders’ agreement, Goldman, Sachs & Co. was entitled to a fee of 5% of the proceeds received by us in a private placement of equity (other than capital calls under the stockholders’ agreement) for acting as our agent in the transaction. The placement of equity with affiliates of Mitsubishi Corporation and Tokyo Electric Power Company International B.V. in November 1999 qualified as such a private placement and, under the stockholders’ agreement, Goldman, Sachs & Co. would have been entitled to a fee of $10 million. In connection with the negotiation of an amendment to the stockholders’ agreement, however, Goldman, Sachs & Co. agreed to reduce this fee to a total of $4 million in cash for all private placements. Of this amount, $2.4 million was earned in November 1999 and $1.6 million was earned in April 2000 at the time of capital calls against the prior commitments. We have satisfied all our obligations set forth in the stockholders’ agreement to pay fees in connection with any future placements of equity with new stockholders.

           In April 2000, our existing stockholders made equity investments to help finance the acquisition of the assets located in Ohio and Pennsylvania. First, all our existing stockholders satisfied their remaining commitments under the stockholders’ agreement at $10.00 per share for GS Capital Partners II, L.P. and affiliated investment partnerships and Constellation Enterprises and at $15.50 per share for affiliates of Mitsubishi Corporation and Tokyo Electric Power Company International B.V. Second, GS Capital Partners II, L.P. and affiliated investment partnerships invested approximately $69 million and Constellation Enterprises invested approximately $31 million over and above the amount that they had previously committed to invest pursuant to the stockholders’ agreement at $15.50 per share.

           The stockholders’ agreement provides that our certificate of incorporation and bylaws shall provide for indemnification, advancement of expenses and limitation of the personal liability of our directors to the fullest extent permitted by law, and that such provisions may not be amended, repealed or otherwise modified in any manner adverse to any director until at least six years from the closing of this offering. In addition, pursuant to the stockholders’ agreement, all transactions between us and any of our stockholders or their affiliates shall occur only after arms-length negotiations which result in market-based price, terms and conditions.

Senior Notes

           In April and May 2000, Goldman, Sachs & Co. acted as one of several initial purchasers of $400 million of our senior notes, purchasing $250 million of notes at customary arms-length discounts. As of December 31, 2000, Goldman, Sachs & Co. did not hold any of our senior notes.

Orion Power MidWest, L.P. Credit Facility

           In connection with the credit facility of Orion Power MidWest, L.P. entered into in April 2000, Goldman Sachs Credit Partners L.P. acted as an arranger, syndication agent, joint book runner and lender. We entered into the credit facility after arms-length negotiations and at market terms and conditions. As of December 31, 2000, Goldman Sachs Credit Partners L.P., as a lender, has received interest payments and fees under this credit facility totaling approximately $4.7 million.

Constellation Power Source Strategic Alliance Agreement

           We entered into a strategic alliance agreement with Constellation Power Source, pursuant to which Constellation Power Source was the exclusive provider of, and had the right of first refusal for, power marketing and risk management services for our facilities. We terminated this agreement upon closing of our initial public offering. We did not pay any money to Constellation Power Source under this agreement other than payments made to Constellation Power Source under the other agreements described below.

           We paid approximately $200,000 in 1999 to Constellation Power Source for rent, telephone and information technology support.

           In a related agreement, affiliates of Constellation Power Source agreed not to compete with us for the acquisition of existing non-nuclear generation assets for the period that the strategic alliance agreement is in effect. Our termination of the strategic alliance agreement also had the effect of terminating the non-compete.

Constellation Operating Services Strategic Alliance Agreement

           We entered into a strategic alliance agreement with Constellation Operating Services pursuant to which it was the exclusive provider of day-to-day operating and maintenance services for each of the generation facilities we acquired a controlling interest in (including our existing facilities). This agreement terminated in April 2000 upon the completion of our acquisition of Constellation Operating Services’ subsidiaries.

           We also entered into separate, site-specific, market-based, arms-length contracts with subsidiaries of Constellation Operating Services, essentially on a cost plus basis, to perform day-to-day operations and maintenance services at certain facilities. These agreements terminated in April 2000 upon the completion of our acquisition of Constellation Operating Services’ subsidiaries.

Agency Agreement

           In April 2000, in connection with Orion Power MidWest, L.P.‘s obligations under the Provider of Last Resort Contract, we entered into an agency and sale agreement with Constellation Power Source which expired March 31, 2001. We extended this agreement until April 30, 2001. The agreement provided that Constellation Power Source would act as Orion Power MidWest, L.P.‘s agent to sell its excess energy to third-party purchasers and purchase energy on behalf of Orion Power MidWest, L.P. to enable Orion Power MidWest, L.P. to meet its obligations as the provider of last resort. In return, Constellation Power Source was entitled to receive a monthly fee ranging from $60,000, to $150,000 depending on the season and between 23% and 38% of net revenue generated from its agency sales (over certain revenue benchmarks). For the year ended December 31, 2000, we paid approximately $820,000 to Constellation Power Source as a fee under this agreement.

Tolling Agreements

           We have entered into a five year gas tolling agreement with Constellation Power Source relating to our operation of the Carr Street facility, which continues until 2003. Under this agreement, the counterparty will have the exclusive right to receive all energy, capacity and ancillary services produced by the plant. The counterparty will pay for, and be responsible for, all fuel used by the plant. We are currently paid approximately $3.6 million per annum as a fixed fee and $3.15 per megawatt hour generated, both of which will escalate by approximately 2.5% per annum. We have guaranteed portions of the plant’s operating performance, and failure to meet these guarantees could result in penalties. We believe that when we entered into this agreement the terms were no less favorable to us than terms we could negotiate in an arms-length transaction.

           We have entered into two financial tolling agreements with Constellation Power Source relating to a total of 300 megawatts of on-peak energy in New York City. One transaction, representing 200 megawatts, is in effect from November 2000 through October 2001, and the other transaction, representing 100 megawatts, is in effect from March 2001 through February 2002. Under these agreements, we will pay Constellation Power Source the NY-ISO determined market price minus the lesser of a factor of the New York City delivered gas or oil market price. Constellation Power Source will pay us a fixed monthly fee of $1.6 million and $0.9 million, respectively. We believe that the terms of these agreements are no less favorable to us than terms we could negotiate in an arms-length transaction.

Constellation Operating Services Acquisition

           In April 2000, we acquired all of the outstanding capital stock of four subsidiaries of Constellation Operating Services for $18.9 million in stock and $0.1 million in cash. Our Board of Directors approved the valuation of these subsidiaries, which was determined after arms-length negotiations, in accordance with our stockholders’ agreement.

Agreements Relating to Public Utility Holding Company Act Regulation

           We have entered into an agreement with Goldman, Sachs & Co. and its affiliates pursuant to which we have agreed that if Goldman, Sachs & Co. and its affiliates are no longer a controlling shareholder in us but still own 5% or more of our outstanding voting securities, and we wish to engage in any activities that will subject us to regulation under the Public Utility Holding Company Act of 1935, as amended, known as PUHCA, and which are prohibited under our certificate of incorporation without the consent of Goldman, Sachs & Co., Goldman, Sachs & Co. and its affiliates will negotiate in good faith with us to structure the transaction or its ownership interest in us so as to avoid material regulatory or other restrictions on us or Goldman, Sachs & Co. and its affiliates.

           In addition, we have entered into a separate agreement with affiliates of Mitsubishi Corporation and Tokyo Electric Power Company International B.V. in the event we wish to engage in any transactions or activities that would subject them to regulation under PUHCA, solely by virtue of their ownership interest in us. We have agreed that for so long as affiliates of Mitsubishi Corporation or Tokyo Electric Power Company International B.V. own more than 5% of our outstanding voting securities, we will give them 60 days’ notice before engaging in any transactions or activities that would cause them to be deemed an “affiliate,” or a “subsidiary company,” or a “holding company” (as each of these terms is defined in PUHCA) or subject to regulation under PUHCA or the Federal Power Act, and will convert into non-voting stock, on a one-to-one basis, the number of shares of voting stock necessary to ensure that each will avoid becoming an “‘affiliate,” or a “subsidiary company,” or a “holding company” under PUHCA or subject to regulation under PUHCA. The affiliates of Mitsubishi Corporation and Tokyo Electric Power Company International B.V. each has the right to convert their shares of non-voting stock into an equal number of voting common stock at any time and in their sole discretion. If either an affiliate of Mitsubishi Corporation’s or Tokyo Electric Power Company International B.V.‘s total share ownership in us, including voting and non-voting stock, falls below 5%, all of that stockholders’ non-voting shares will convert automatically back to voting common stock and the agreement will terminate with respect to that stockholder.

Loans from Stockholders

           During 1999 and 1998, GS Capital Partners II, L.P. and affiliated investment partnerships made loans to us of approximately $71.1 million and Constellation Enterprises made loans to us of approximately $41.2 million to allow us to pay our initial expenses. Each loan was for a five-year term, required earlier repayment in the event of our public offering, sale, liquidation or merger and accrued interest at 7%, payable semiannually. In November 1999, we repaid the total balance due to Constellation Enterprises with funds from the capital calls of our new investors. In April 2000, GS Capital Partners II, L.P. and affiliated investments partnerships converted all of their approximately $71.1 million in loans to 7,108,600 shares of common stock in satisfaction of a portion of its capital commitments.

           We paid interest of approximately $0.8 million in 1999 to affiliates of Constellation Enterprises. We accrued interest of approximately $2.2 million in 1999 and $3.7 million in 2000 to GS Capital Partners II, L.P. and affiliated investment partnerships.

Loans to Directors, Officers and Employees

           We have made the following loans to directors, officers and employees in connection with their purchase of common stock at the indicated dates:

Name                               Loan Amount ($)                   Date
----                               ---------------                   ----

Frederic V. Salerno................    $5,000,300                 April 2000
Jack A. Fusco......................         7,873                December 1998
                                          125,460                  July 1999
Scott B. Helm......................        15,746                December 1998
                                          250,920                  July 1999
W. Thaddeus Miller.................       150,000                  July 1999
E. Thomas Webb.....................       100,000                  July 1999

          The loans are limited recourse to the borrower, secured by all shares and options held by the borrower on the date of the loan and all shares acquired by the borrower in connection with the exercise of options held on the date of the loan. Except in the case of Mr. Salerno, the loans each bear interest at 7% per annum and are repayable on the date which is five years from the date of the initial loan.

          Mr. Salerno’s loan bears interest at the greater of the London Interbank Offered Rate plus 1%, or the “applicable federal rate” as determined pursuant to the Internal Revenue Code. Interest accrues annually commencing December 31, 2000. The principal and interest are repayable on the first to occur of the fifth anniversary of the loan, one year after Mr. Salerno’s service as one of our directors terminates due to death, termination without cause, a fiduciary resignation or the expiration of the two year term of his director agreement, or the 90th day following the date Mr. Salerno’s service as a director terminates for any other reason.

Registration Rights

          Each of GS Capital Partners II, L.P. and affiliated investment partnerships, Constellation Enterprises, Constellation Operating Services, certain affiliates of Mitsubishi Corporation and Tokyo Electric Power Company International has been granted registration rights by us pursuant to which each stockholder may require us from time to time after the expiration of six months from our initial public offering, to register their shares of common stock for sale to the public under the Securities Act. In addition, each of our stockholders has piggyback registration rights that allow them to include their shares of common stock in registration statements initiated by us. These registration rights are subject to conditions and limitations, including the right of the underwriters of an offering to limit the number of shares included in a registration statement.

Compensation Committee Interlocks and Insider Participation

          The members of our Compensation Committee have no interlocking relationships as defined under SEC regulations.

Compensation Committee Report on Executive Compensation

          The Compensation Committee, which consists entirely of directors who are not employees of the Company, will review and approve all remuneration arrangements for the Company’s executive officers and directors, and will review and approve compensation plans in which executive officers are eligible to participate. The Compensation Committee presently consists of Messrs. Salerno, O’Toole and Tese and Ms. Mills. The Company’s philosophy for compensating executive officers is designed to attract, reward, motivate and retain key executives who are capable of achieving the Company’s objectives.

          The Compensation Committee was not appointed prior to consummation of the Company’s initial public offering in November 2000, and, accordingly, did not review any compensation arrangements for the Company’s executive officers for 2000. All the Company’s executive officers are employed pursuant to employment agreements which were entered into prior to the consummation of the Company’s initial public offering. The compensation paid to executive officers of the Company at the time of the initial public offering was established prior to the initial public offering by the Company’s then existing Board of Directors.

          The Company’s compensation program for executive officers will consist of the following key elements: salary based on individual performance and contributions to the Company; an annual bonus that is directly related to the performance of the executive’s business unit and the Company as a whole; and grants of stock options designed to motivate individuals to enhance the long-term value of the Company’s stock.

          The grant of bonuses to executive officers will be entirely discretionary based on the perception of the individual's performance, responsibility and functions and how his performance may have contributed to the Company's performance.

          The Company has the 1998 stock incentive plan which is designed to link the interests of the executive officers with the Company’s stockholders and provide such executives with an equity interest in the Company. The options are designed to enhance stockholder values by benefiting executives only if other stockholders of the Company also benefit. The purpose of the plan is to encourage executives and others to acquire a larger stock ownership and proprietary interest in the Company and thereby stimulate the active interest of such persons in the development and financial success of the Company. All options granted in 2000 were issued under individual agreements entered into with employees pursuant to the plan. All options granted in 2000 were granted at the fair market value of the Company’s common stock as of the effective dates of the respective agreements. The number of options that the Committee grants to executive officers, including Mr. Fusco, is based on individual performance and level of responsibility. Stock options were the only long-term incentives granted to executive officers in 2000. Since stock options are tied to future performance of the Company’s common stock, they will provide value only if the price of the Company’s common stock exceeds the exercise price of the options.

          In 1993 the tax laws were amended to limit the deduction a publicly held company is allowed for compensation paid to the chief executive officer and the four other most highly compensated executive officers. Generally, amounts paid in excess of $1 million, other than performance-based compensation, may not be deducted. In order to be considered performance-based compensation, one of the criteria imposed by the tax law is that the plan relating to such compensation must be approved by a company’s stockholders. The Committee will evaluate maximizing the deductibility of executive compensation, while retaining the discretion it deems necessary to compensate executive officers.

The Compensation Committee

Frederic V. Salerno
Cheryl D. Mills
Terence M. O'Toole
Vincent Tese

Audit Committee Report

             The Audit Committee has:

The Audit Committee

Frederic V. Salerno
Cheryl D. Mills
Vincent Tese

              The Board of Directors has adopted a written charter for the Audit Committee, a copy of which is attached hereto as Appendix A. All the members of the Audit Committee are independent, as defined in Sections 303.01(B)(2)(a) and (3) of the New York Stock Exchange’s listing standards, as modified or supplemented.

Stockholder Return Performance Presentation

              The following line graph sets forth for the period November 14, 2000, the date on which the trading of the Company’s common stock commenced, through December 31, 2000, a comparison of the percentage change in the cumulative total stockholder return on the Company’s common stock compared to the Standard & Poor’s 500 Index, the Standard & Poor’s Utility Index and a selection of peer companies in the same line of business. This peer group consists of NRG Energy, Inc., Mirant Corporation, Calpine Corporation, Dynegy Inc., and The AES Corporation.

              The graph assumes that the shares of the Company’s common stock were bought at the initial public offering price of $20.00 per share and that the value of the investment in each of the Company’s common stock and the indices was $100 at the beginning of the period. The graph further assumes the reinvestment of dividends.

               The stock price performance shown on the graph below is not indicative of future price performance.

(a) Peer Composite includes NRG Energy, Inc., Mirant Corporation, Calpine Corporation, Dynegy Inc., and The AES Corporation

                                        BASE
                                        PERIOD
COMPANY / INDEX                         14-NOV-2000         31-DEC-2000
------------------------------------------------------------------------------
ORION POWER HOLDINGS, INC.               100.00               123.13
S&P 500 INDEX                            100.00                95.47
S&P UTILITY INDEX                        100.00               110.00
PEER GROUP COMPOSITE INDEX               100.00               111.15

                                                       NUMBER OF SHARES     PERCENTAGE OF
                                                         BENEFICIALLY          SHARES
         NAME                                               OWNED            OUTSTANDING
  5% STOCKHOLDERS:
  Entities affiliated with The Goldman Sachs Group         40,851,000          41.1%
  Inc.(a).............................................
  Constellation Energy Group, Inc. and affiliates(b)..     18,205,900          19.4%
  Mitsubishi Corporation and affiliates(c)............      7,741,936           8.3%
  Tokyo Electric Power Company International B.V.(d)..      5,161,290           5.5%
  DIRECTORS AND NAMED EXECUTIVE OFFICERS:
  Jack A. Fusco(e)....................................       334,008(f)           *
  Scott B. Helm(e)....................................       317,718(g)           *
  W. Thaddeus Miller(e)...............................       247,882(h)           *
  E. Thomas Webb(e)...................................       145,499(i)           *
  Dr. Michael Gluckman(e).............................         7,819(j)           *
  Frederic V. Salerno(k)..............................        806,500             *
  Edward A. Crooke(l).................................     18,205,900          19.4%
  Richard A. Freidman(m)..............................     40,851,000          41.1%
  Tsutomu Kajita(n)...................................      7,741,936           8.3%
  Douglas F. Londal(o)................................     40,851,000          41.1%
  Terence M. O'Toole(p)...............................     40,851,000          41.1%
  Cheryl D. Mills(q)..................................          2,390             *
  Vincent Tese(r).....................................          2,390             *
                                                           ----------          -----
  All directors and executive officers
  as a group (13 people)(l)(m)(n)(o)(p)(q)(r)(s)......     68,658,262          69.8%
                                                           ==========          =====