Northeast Nuclear Energy Company, et al. (Millstone Nuclear Power Station, Unit 3); Order Approving Application Regarding Proposed Merger (Acquisition of CMP Group, Inc., by Energy East Corporation)

I

Northeast Nuclear Energy Company is authorized to act as agent for the joint owners of the Millstone Nuclear Power Station, Unit 3 (Millstone 3), and has exclusive responsibility and control over the physical construction, operation, and maintenance of the facility as reflected in Facility Operating License No. NPF-49. Central Maine Power Company (Central Maine), one of the joint owners, holds a 2.5-percent possessory interest in Millstone 3. The U.S. Nuclear Regulatory Commission (NRC) issued Facility Operating License No. NPF-49 on January 31, 1986, pursuant to Part 50 of Title 10 of the Code of Federal Regulations (10 CFR Part 50). The facility is located in New London County, on the southern coast of the State of Connecticut.

II

By letter dated October 6, 1999, through counsel, Central Maine informed the NRC of a proposed merger involving the acquisition of Central Maine's parent, CMP Group, Inc. (CMP), by Energy East Corporation (Energy East). Central Maine requested that the NRC determine that the proposed merger and acquisition would not, in fact, constitute a transfer of Facility Operating License NPF-49 for Millstone 3, to the extent held by Central Maine in regard to Central Maine's 2.5-percent ownership interest in Millstone 3. Central Maine also requested if the NRC does find that the proposed acquisition of CMP would constitute an indirect transfer of Facility Operating License NPF-49 to the extent it is held by Central Maine, that the NRC consent to the indirect transfer of Central Maine's license to Energy East. The NRC determined that an indirect transfer of the license, to the extent that it is held by Central Maine, would be involved and that approval pursuant to 10 CFR 50.80 would be required. The NRC informed Central Maine of this decision in a letter dated November 15, 1999.

III

Central Maine is an electric utility primarily engaged in the transmission, sale, and distribution of electricity in the State of Maine and is incorporated in Maine. CMP holds all the common stock of Central Maine and also is incorporated in the State of Maine. Energy East is an investor-owned holding company incorporated in New York. Through its subsidiaries, Energy East is an energy delivery, products, and services company with operations in New York and several other northeastern States.

According to Central Maine's October 6, 1999, submittal (the “application”), on June 14, 1999, CMP and Energy East signed a definitive merger agreement for the acquisition of CMP by Energy East. To accomplish the acquisition, EE Merger Corporation, a Maine corporation that is a wholly owned subsidiary of Energy East, will merge with and into CMP, with CMP being the surviving corporation. Upon completion of the merger, CMP will become a wholly owned subsidiary of Energy East, with Energy East acquiring all of CMP's common stock. CMP will continue its corporate existence under the laws of the State of Maine, and CMP will continue to own all of Central Maine's common stock. The application notes, however, that in the event that the Securities and Exchange Commission does not permit Energy East to maintain CMP as an intermediate holding company, Energy East plans to hold Central Maine directly.

Whether Central Maine becomes directly or indirectly held by Energy East, Central Maine will continue to hold and to be the licensee for its 2.5-percent ownership interest in Millstone 3. In the case of either direct or indirect ownership by Energy East, an indirect transfer of the license to the extent it is held by Central Maine will occur as a result of the merger.

Approval of the indirect license transfer was requested pursuant to 10 CFR 50.80. Notice of the application for approval and an opportunity for a hearing was published in the Federal Register on November 16, 1999 (64 FR 62230). No hearing requests or written comments were filed.

Under 10 CFR 50.80, no license, or any right thereunder, shall be transferred, directly or indirectly, through transfer of control of the license, unless the Commission shall give its consent in writing. Upon review of the information in the application and other information before the Commission, the NRC staff has determined that the subject merger will not affect the qualifications of Central Maine to hold the Millstone 3 license to the extent currently held, and that the indirect transfer of the license, to the extent effected by the proposed merger, is otherwise consistent with applicable provisions of law, regulations, and orders issued by the Commission pursuant thereto, subject to the conditions set forth below. The foregoing findings are supported by a safety evaluation dated February 4, 2000.

IV

Accordingly, pursuant to Sections 161b, 161i, 161o, and 184 of the AEA, as amended, 42 USC §§ 2201(b), 2201(i), 2201(o), and 2234; and 10 CFR 50.80, IT IS HEREBY ORDERED that the license transfer referenced above is approved, subject to the following conditions:

(1) Central Maine shall provide the Director of the Office of Nuclear Reactor Regulation a copy of any application, at the time it is filed, to transfer (excluding grants of security interests or liens) from Central Maine to its current or proposed direct or indirect parent or to any other affiliated company, facilities for the production, transmission, or distribution of electric energy having a depreciated book value exceeding 10 percent (10%) of Central Maine's consolidated net utility plant, as recorded on Central Maine's books of account.

The foregoing condition shall supersede Condition (1) of the Order dated June 2, 1998, which approved the application regarding the restructuring of Central Maine by establishment of a holding company.

(2) Should the proposed merger of CMP and Energy East not be completed by January 30, 2001, this Order shall become null and void, provided, however, on application and for good cause shown, such date may be extended.

This Order is effective upon issuance.

For further details with respect to this Order, see the application dated October 6, 1999, which is available for public inspection at the Commission's Public Document Room, the Gelman Building, 2120 L Street, NW., Washington, DC, and accessible electronically through the ADAMS Public Electronic Reading Room link at the NRC Web site http://www.nrc.gov.