2012-23888. Central Vermont Public Service Corporation (Millstone Power Station, Unit 3); Order Approving Application Regarding Corporate Restructuring and Conforming Amendment

I

Dominion Nuclear Connecticut, Inc. (DNC), Central Vermont Public Service Corporation (CVPS) and Massachusetts Municipal Wholesale Electric Company (MMWE) (collectively “the licensees” or “DNC, Inc., et al.”) are the co-holders of the Renewed Facility Operating License No. NPF-49, which authorizes the possession, use and operation of Millstone Power Station, Unit 3 (MPS3). CVPS is a non-operating owner of a 1.7303% interest in MPS3. DNC is the majority owner and the licensed operator. MPS3 is located in the town of Waterford, Connecticut.

II

By letter dated September 9, 2011, as supplemented on November 4, 2011, April 6, 2012, May 4, 2012, June 26, 2012, and July 19, 2012 (collectively, “the application”), CVPS and Gaz Métro Limited Partnership (Gaz Métro), (collectively, “the Applicants”), requested that the U.S. Nuclear Regulatory Commission (NRC), pursuant to section 50.80 of Title 10 of the Code of Federal Regulation (10 CFR), consent to the direct transfer of CVPS's 1.7303% interest in the operating license for MPS3 that would result from the merger of CVPS with Green Mountain Power Corporation (GMP).

Both GMP and CVPS are wholly owned subsidiaries of Gaz Métro, as a result of the indirect transfer of CVPSs 1.7303% interest in the license for MPS3, due to the acquisition of CVPS by Gaz Métro approved by the Commission on June 15, 2012.

According to the application for approval filed by CVPS in connection with the merger of CVPS and GMP, CVPS will merge with and into GMP, with GMP being the surviving company called Green Mountain Power Corporation. The GMP will continue as a minority co-owner and licensee of MPS3.

This application does not affect MMWEs ownership or DNCs ownership and operation of the facility.

Pursuant to 10 CFR 50.90, the Applicants also requested approval of a conforming license amendment for administrative purposes to reflect the change of name for the co-owner licensee on the MSP3 license from “Central Vermont Public Service Corporation” to “Green Mountain Power Corporation.”

No physical changes to the MPS3 facility or operational changes are being proposed in the application.

Notice of the request for approval and opportunity for a hearing was published in the Federal Register on July 20, 2012 (77 FR 42768). No comments or hearing requests were received.

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 NRC shall give its consent in writing. Upon review of the information in the application as supplemented and other information before the Commission and relying upon the representations and agreements in the application as supplemented, the NRC staff has determined that the proposed direct transfer of control from CVPS to GMP, as described in the application, will not affect the qualifications of the holders of the Renewed Facility Operating License No. NPF-49, and that the transfer of the license, to the extent affected 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 NRC staff has further found that the application for the proposed license amendment complies with the standards and requirements of the Atomic Energy Act of 1954, as amended (the Act), and the Commission's rules and regulations set forth in 10 CFR chapter I; the facilities will operate in conformity with the application, the provisions of the Act and the rules and regulations of the Commission; there is reasonable assurance that the activities authorized by the proposed license amendment can be conducted without endangering the health and safety of the public and that such activities will be conducted in compliance with the Commission's regulations; the issuance of the proposed license amendment will not be inimical to the common defense and security or to the health and safety of the public; and the issuance of the proposed amendment will be in accordance with 10 CFR Part 51 of the Commission's regulations and all applicable requirements have been satisfied. The findings set forth above are supported by a safety evaluation (SE) dated September 21, 2012.

III

Accordingly, pursuant to Sections 161b, 161i, 161.o, and 184 of the Atomic Energy Act of 1954, as amended (the Act), 42 U.S.C. 2201(b), 2201(i), 2201(o), and 2234; and 10 CFR 50.80, it is hereby ordered that the application regarding the proposed direct license transfer is approved, subject to the following conditions:

1. The Negation Action Plan provided to the NRC for review may not be modified in any respect concerning decision-making authority over “safety issues” as defined therein without the prior written consent of the Director, Office of Nuclear Reactor Regulation.

2. At least half the members of GMPs Board of Directors shall be U.S. citizens.

3. The Chief Executive Officer (CEO) of GMP shall be a U.S. citizen. This individual shall have the responsibility and exclusive authority to ensure and shall ensure that the business and activities of GMP with respect to the MPS3 license is at all times conducted in a manner consistent with the public health and safety and common defense and security of the United States.

4. The GMP Board of Directors will establish a Special Nuclear Committee (SNC) composed only of U.S. citizens, a majority of who are not officers or employees of GMP, Gaz Métro, or any other Gaz Métro subsidiaries. The SNC will report to the GMPC Board of Directors on a quarterly basis for informational purposes. The SNC will make available to the NRC for review these and any other reports regarding foreign ownership and control of nuclear operations.

5. Should the proposed corporate merger not be completed within 1 year from the date of this Order, this Order shall become null and void, provided, however, upon written application and good cause shown, such date may be extended by Order.

This Order is effective upon issuance.

For further details with respect to this Order, see the initial application dated September 9, 2011 (Agencywide Documents Access and Management System (ADAMS) Accession No. ML11256A051), as supplemented by letters dated November 4, 2011, April 6, 2012, May 4, 2012, June 26, 2012, and July 19, 2012 (ADAMS Accession Nos. (ML11311A148, Ml12100A017, ML12128A433, ML12180A123 and ML12205A030, respectively), and the SE dated September 21, 2012, which are available for public inspection at the NRC's Public Document Room (PDR), located at One White Flint North, Room O1- F21, 11555 Rockville Pike (first floor), Rockville, Maryland. Publicly available documents created or received at the NRC are accessible electronically through ADAMS in the NRC Library at http://www.nrc.gov/​reading-rm/​adams.html. Persons who do not have access to ADAMS, or who encounter problems in accessing the documents located in ADAMS, should contact the NRC PDR reference staff by telephone at 1-800-397-4209 or 301-415-4737, or by email to [e-mail].

Dated at Rockville, Maryland, this 21st day of September 2012.

For the Nuclear Regulatory Commission.

Eric J. Leeds,

Director, Office of Nuclear Reactor Regulation.