ML072210249

Proposed Acquisition of Energy East Corporation by Iberdrola, S. a

ML072210249
Person / Time
Site:	Haddam Neck, Yankee Rowe, Maine Yankee
Issue date:	08/07/2007
From:	Dunn M, Mccarthy C Energy East Corp, IBERDROLA, SA, LeBoeuf, Lamb, Greene, & MacRae, LLP, Milbank, Tweed, Hadley & McCloy, LLP
To:	Dyer J Document Control Desk, Office of Nuclear Reactor Regulation
References
Download: ML072210249 (12)

Text

MILBANK, TWEED, HADLEY & MCCLOY LLP I CHASE MANHATTAN PLAZA LOS ANGELES NEW Y7ORK, N.Y. 10005-1413 BEIJING 213-892-4000 8610-5123-5120 FAX: 213-629-5063 FAX: 8610-5123-5191 212-530-S000 WASHINGTON. D.C. HONG KONG FAX: 212-530-5219 202-835-7500 852-2971-4888 FAX: 202-835-7586 FAX: 852-2840-0792 LONDON SINGAPORE 020-7615-3000 65-6428-2400 FAX: 020-7615-3100 FAX: 65-6428-2500 FRAISKFURT August 7, 2007 TOK'YO 49-69-71914-3400 813-3504-1050 FAX: 49-69-71914-3500 FAX: 813-3595-2790 MUNICH ,o- 0 %f 49-89-25559-3600 a 1 .i5 FAX: 49-89-25559-3700 -

BY HAND DELIVERY -

1'2-:?

Mr. James E. Dyer Director, Office of Nuclear Reactor Regulation U.S. Nuclear Regulatory Commission Attn: Document Control Desk Washington, D.C. 20555-0001 Re: NRC License Nos. DPR-3, SFGL-13, DPR-36, SFGL-14, DPR-61, and SFGL-16: Proposed Acquisition of Energy East Corporation By IBERDROLA, S.A.

Dear Mr. Dyer:

On June 25, 2007, IBERDROLA, S.A. ("IBERDROLA"), a corporation organized under the laws of the Kingdom of Spain, entered into an Agreement and Plan of Merger for the acquisition of Energy East Corporation ("Energy East"), a utility holding company headquartered in New Gloucester, Maine (the "Proposed Transaction"). The Proposed Transaction will be effectuated by way of a merger of a wholly-owned subsidiary of IBERDROLA with and into Energy East, with Energy East being the surviving corporation. As a result, upon closing of the Proposed Transaction, Energy East will become a wholly-owned subsidiary of IBERDROLA. Neither IBERDROLA or its subsidiaries, nor Energy East or its subsidiaries, own or control a Nuclear Regulatory Commission ( "NRC" or "Commission")

license. Central Maine Power Company ("Central Maine"), an indirect, wholly-owned subsidiary of Energy East, holds minority, non-controlling interests in three companies that own nuclear power facilities holding NRC licenses, each of which has been permanently shut down and has either completed decommissioning or is expected to be completed with decommissioning before the Proposed Transaction is consummated. The three companies are:

Maine Yankee Atomic Power Company ("MYAPC"), Yankee Atomic Electric Company

("YAEC"), and Connecticut Yankee Atomic Power Company ("CYAPC") (collectively, MYAPC, YAEC and CYAPC are referred to as the "Yankee Companies"). There will be no 8137645

James E. Dyer August 7, 2007 Page 2 of 9 change in the name or identity of any licensee nor any need for an amendment to any license or accompanying documents as a result of the Proposed Transaction. The purpose of this letter is to seek the NRC's concurrence that the Proposed Transaction does not require the NRC's consent or approval. The Proposed Transaction is expected to close during the first half of 2008.

I. DESCRIPTION OF PARTIES A. IBERDROLA IBERDROLA is a global utility and one of the largest energy companies in the world with a market capitalization of approximately $70 billion. IBERDROLA provides services to approximately 22 million electric points of supply and more than 2 million gas points of supply in Europe and the Americas, including 10 million points of supply in Spain, 7.7 million in Brazil, 3.4 million in the United Kingdom, and approximately 1 million in Guatemala and Bolivia. IBERDROLA's principal place of business is Calle Cardenal Gardoqui, 8, 48008 Bilbao, Spain.

IBERDROLA has over 100 years of experience as an electric utility, including extensive experience, as a provider of electric transmission and distribution services, and is a recognized leader in the energy industry.' IBERDROLA, through its subsidiaries, owns a diversified portfolio of approximately 40,000 MW of electric generation worldwide, comprised primarily of low emission assets (hydro, nuclear 2 and gas combined-cycle). In addition, IBERDROLA is the largest producer of wind energy in the world with over 6,800 MW of wind capacity, and has over 40,000 MW of new renewable resources in the pipeline, including over 20,000 MW in the United States. IBERDROLA is also engaged in the natural gas business in Europe and the Americas, as a gas supplier and developer of gas infrastructure. A listing of IBERDROLA's Board of Directors is set forth in the Attachment to this letter.

IBERDROLA was recognized for its leadership and achievement in 2006 when it was named the Energy Company of the Year by Platts Global Energy Awards. IBERDROLA has also been named a leader in the Worldwide Utilities Category of the Dow Jones Sustainability Index, identified as one of the 50 best companies in climate strategy and listed as one of the Global 100 Most Sustainable Corporations in the World. IBERDROLA's Chairman and CEO, Ignacio Sanchez Galdn, was named CEO of the Year by Platts Global and has been recognized as best executive among European utilities for five consecutive years. IBERDROLA's CFO, Jose Sainz Armada, repeatedly has been named one of Europe's Best CFOs, and IBERDROLA's Ignacio Cuenca has been recognized as Best Investor Relations Professional by Institutional Investor Research Group.

2 IBERDROLA owns 43% of the installed nuclear capacity in Spain (3,344 MWe). Spain's nuclear portfolio is composed of eight operating reactors, totaling 7,728 MWe, seven of which have Westinghouse or General Electric U.S. technology. IBERDROLA operates directly the Cofrentes Nuclear Power Plant (1,100 MWe), which is wholly-owned by IBERDROLA and started commercial operation in 1985, and indirectly through joint ventures operates the other seven operating reactors in Spain. Spain's nuclear power plants have a record of close to an 85% lifetime capacity factor, and participate in the Institute of Nuclear Power Operations and World Association of Nuclear Operators.

James E. Dyer August 7, 2007 Page 3 of 9 B. ENERGY EAST Energy East is a public utility holding company organized under the laws of the State of New York. Energy East's headquarters are located at 52 Farm View Drive, New Gloucester, Maine and 89 East Avenue, Rochester, New York. Energy East is an energy services and delivery company with operations in Connecticut, New York, Massachusetts, Maine, and New Hampshire, serving approximately 1.8 million electric customers and 900,000 natural gas customers. Energy East's principal business subsidiaries are engaged in regulated natural gas transportation, storage and distribution operations in Connecticut, upstate New York, Maine, Massachusetts, and New Hampshire, and in regulated electricity transmission, distribution and generation operations in upstate New York and Maine. Energy East is the ultimate parent of Central Maine.

1. Central Maine Central Maine, a public utility organized under the laws of the state of Maine, is a direct, wholly-owned subsidiary of CMP Group, Inc., which, in turn, is a direct, wholly-owned subsidiary of Energy East. Central Maine is primarily engaged in transmitting and distributing electricity generated by others to retail customers in Maine.

Central Maine serves approximately 596,000 residential, commercial, industrial, and wholesale customers in the southern, western and central regions of the state of Maine.

Central Maine's retail and distribution services are regulated by the Maine Public Utilities Commission ("Maine PUC") and its wholesale and transmission services are regulated by the Federal Energy Regulatory Commission ("FERC"). By virtue of the Proposed Transaction, Central Maine would become an indirect, wholly-owned subsidiary of IBERDROLA. Central Maine would maintain its status as a U.S. entity, domiciled in the United States and subject to all applicable laws of the United States.

1.01 Yankee Facilities and Central Maine's Interests Central Maine holds minority, non-controlling interests in three companies that own facilities with NRC licenses. Each of the nuclear power plants is shut down and has either completed decommissioning or is expected to be completed with decommissioning later this year. Central Maine's holdings are: (1) a 38 percent interest in MYAPC, which in turn owned the Maine Yankee Nuclear power station ("Maine Yankee"), located just south of Wiscasset, Maine; (2) a 9.5 percent interest in YAEC, which in turn owned the Yankee Rowe nuclear power station ("Yankee Rowe"), located in Rowe, Massachusetts; and (3) a 6 percent interest in CYAPC, which in turn owned the Connecticut Yankee nuclear power station ("Connecticut Yankee") at Haddam's Neck, Connecticut. Other New England utility companies own the remaining interests in each of MYAPC,3 YAEC4 and CYAPC. 5 3 The shareholders in MYAPC and their respective shareholder interests are: Bangor Hydro-Electric Company - 7%; NSTAR Electric Company (successor in interest to Cambridge Electric Light Company) - 4%; Central Maine - 38%; Central Vennont Public Service Corporation - 2%; Maine Public

James E. Dyer August 7, 2007 Page 4 of 9 Each of the Yankee Companies is governed by a Board of Directors. Each shareholder of the Yankee Companies owning up to a 15% interest is entitled to appoint one member of the Board of Directors, and shareholders owning a 15% or more interest are entitled to appoint up to three members of the Board of Directors. For each of the Yankee Companies, Board members are collectively entitled to cast votes proportionate to the shareholders' respective percentage ownership interests. Additionally, under the Yankee Companies' bylaws, shareholder action is authorized by majority vote. There are no agreements or other arrangements with its co-owners or any other third party, written or oral, express or implied, tacit or otherwise, whereby Central Maine is provided with direct or indirect voting authority or control in excess of its percentage ownership interest in the respective Yankee Companies.

The shareholders of the Yankee Companies are each obligated to pay the Yankee Companies' operating expenses in proportion to their ownership interest in the respective Yankees Companies in accordance with rate schedules on file with the FERC. Current operating expenses include decommissioning costs, spent fuel costs, and Independent Spent Fuel Storage Installation ("ISFSI") costs. Central Maine collects its payments for these expenses from its customers pursuant to stranded cost rates approved by the Maine PUC.

1.01(a) Maine Yankee MYAPC is the sole licensee with respect to the Maine Yankee nuclear facilities.

MYAPC holds a Part 50 facility operating license, denominated License No. DPR-36, and a Part 72 general ISFSI license, License No. SFGL-14. The Maine Yankee nuclear power plant was an approximately 920 MW pressurized water reactor ("PWR") that began commercial operation in 1972 and was permanently shut-down in August 1997 when it was determined that it was no longer economically viable to operate. MYAPC's License Termination Plan was approved on Service Company - 5%; New England Power Company - 24%; and Northeast Utilities Service Company (successor in interest to Connecticut Light & Power Company, Public Service Company of New Hampshire, and Western Massachusetts Electric Company) - 20%.

4 The shareholders in YAEC and their respective shareholder interests are: Central Maine - 9.5%;

Central Vermont Public Service Corporation - 3.5%; New England Power Company - 34.5%; Northeast Utilities Service Company (successor in interest to Connecticut Light & Power Company, Public Service Company of New Hampshire, and Western Massachusetts Electric Company) - 38.5%; and NSTAR Electric Company (successor in interest to Boston Edison Company, Cambridge Electric Light Company, and Commonwealth Electric Company) - 14%.

5 The shareholders in CYAPC and their respective shareholder interests are: Central Vermont Public Service Corporation - 2%; Central Maine - 6%; New England Power Company - 19.5%; Northeast Utilities Service Company (successor in interest to Connecticut Light & Power Company, Public Service Company of New Hampshire, and Western Massachusetts Electric Company) - 49%; NSTAR Electric Company (successor in interest to Boston Edison Company and Commonwealth Electric Company) -

14.0%; and The United Illuminating Company- 9.5%.

James E. Dyer August 7, 2007 Page 5 of 9 6

September 30, 2005. In October 2005, Maine Yankee was notified by the NRC that its former plant site had been successfully decommissioned in accordance with NRC procedures. The NRC amended MYAPC's Part 50 license, reducing the land under the license from approximately 179 acres to an approximate 12-acre site including the ISFSI, where Maine Yankee's 64 spent fuel and Greater Than Class C ("GTCC") waste canisters are kept.7 The waste canisters use the NAC-UMS technology developed and marketed by NAC International, a passively cooled, low maintenance system.

1.01(b) Yankee Rowe YAEC is the sole licensee with respect to the Yankee Rowe nuclear facilities.

YAEC holds a Part 50 facility operating license, denominated License No. DPR-3, and a Part 72 general ISFSI license, License No. SFGL-13. Yankee Rowe nuclear power plant was an approximately 167 MW PWR that began commercial operation in July, 1961 and was permanently shut down on February 26, 1992. YAEC's License Termination Plan was approved by the NRC on July 28, 2005.8 Physical decommissioning of the Yankee Rowe plant was completed in 2006. Later this year, YAEC expects to obtain NRC approval of its decommissioning and to amend its Part 50 license, reducing the land under the license from 2200 acres to the approximate 5-acre ISFSI site where Yankee Rowe's 16 spent fuel and GTCC waste canisters are kept. The Yankee Rowe ISFSI waste canisters use the NAC-MPC technology developed and marketed by NAC International for storage and transport of nuclear fuel from older commercial reactors. Like the NAC-UMS technology, NAC-MPC dry casks are passively cooled and have low maintenance costs.

1.01(c) Connecticut Yankee CYAPC is the sole licensee with respect to the Connecticut Yankee nuclear facilities. CYAPC holds a Part 50 facility operating license, denominated License No. DPR-61, and a Part 72 general ISFSI license, License No. SFGL-16. The Connecticut Yankee nuclear power plant was an approximately 600 MW PWR that began commercial operation in 1968. In 1996, the CYAPC Board of Directors voted to permanently close and decommission the power plant. CYAPC's License Termination Plan was approved by the Commission on October 15,.

2003.9 Decommissioning is expected to be completed in 2007. Later this year, CYAPC expects to obtain NRC final approval of its decommissioning and to amend its Part 50 license, reducing the land under the license from approximately 500-acres to the approximate 5-acre ISFSI where Connecticut Yankee's 43 spent fuel and GTCC waste canisters are kept. As with Yankee Rowe, Connecticut Yankee's waste canisters are the NAC-MPC type.

6 See Maine Yankee Atomic Power Co., "Amendment To Facility Operating License," Docket No.

50-309 (Sept. 30, 2005) (approving License Amendment No. 172 to License No. DPR-36).

7 Maine Yankee Atomic Power Co., 70 Fed. Reg. 58758 (Oct. 7, 2005).

8 See Yankee Atomic Electric Co., "Amendment To Possession Only License," Docket No. 50-29 (July 28, 2005) (approving License Amendment No. 158 to License No. DPR-3).

9 Connecticut Yankee Atomic Power Co., 58 NRC 262 (Oct. 15, 2003).

James E. Dyer August 7, 2007 Page 6 of 9 II. THE TRANSACTION COMPLIES WITH THE ATOMIC ENERGY ACT A. THE PROPOSED TRANSACTION DOES NOT REQUIRE NRC CONSENT OR APPROVAL FOR THE TRANSFER OF OWNERSHIP OR CONTROL OF AN NRC LICENSE Under Section 184 of the Atomic Energy Act ("AEA"),10 an NRC license may not be "transferred, assigned or in any manner disposed of, either voluntarily or involuntarily, directly or indirectly, through transfer of control of any license to any person" without the Commission's consent. The Proposed Transaction does not involve any transfer of an NRC license under Section 184 of the AEA.

There is no direct transfer of ownership of an NRC license given that neither IBERDROLA or its subsidiaries, nor Energy East or its subsidiaries, hold an NRC license.

Although Central Maine holds a minority ownership interest in the Yankee Companies, the NRC's consent is needed only for transfers of NRC licenses, not for transfers of minority ownership interests in NRC licensees." Therefore, the Proposed Transaction does not entail any direct transfer of any NRC licenses for the Yankee Atomic, Maine Yankee, or Connecticut Yankee facilities that would require NRC consent.

The Proposed Transaction also does not involve any transfer of control over the licenses held for the Maine Yankee, Yankee Atomic, or Connecticut Yankee facilities. As discussed above, Central Maine holds minority ownership interests in the Yankee Companies, with voting rights proportionate to its ownership interests, and does not otherwise directly or indirectly control the Yankee Companies. When Energy East acquired Central Maine, an application was filed on October 6, 1999, for a license transfer due to Central Maine's previous ownership interest in the Millstone Nuclear Power Station, Unit 3,12 but an application for NRC approval was not filed seeking authorization for any license transfer concerning Central Maine's ownership interests in the Yankee Companies.13 The Safety Evaluation prepared by the Office of Nuclear Reactor Regulation for Millstone discussed the fact that no application for NRC approval was filed or needed for Maine Yankee, Connecticut Yankee or Yankee Rowe, explaining as follows:

10 42 U.S.C.A. § 2234 (2007).

11 See n. 14, infra.

12 Central Maine's interest in Millstone Nuclear Power Station, Unit 3 was sold to Dominion Resources Inc. in March 2001, and Central Maine no longer holds any ownership interest in this facility.

13 At that time, Central Maine also held a 4 percent ownership interest in Vermont Yankee Nuclear Power Corporation, but since that time the Vermont Yankee plant was sold to a subsidiary of Entergy Corporation, Entergy Nuclear Vermont Yankee, LLC, and Central Maine no longer holds any ownership interest in the plant.

James E. Dyer August 7, 2007 Page 7 of 9 Central Maine is not a licensee of any of the four nuclear facilities owned by the Yankee Companies and is a minority owner of each of these companies, so it does not directly control the plants or their license activities. No direct or indirect transfer of a license is involved for Central Maine with respect to any of these four nuclear facilities as a result of the merger, and, therefore, 4

no NRC approval is required with regard to their licenses.'

The conclusion reached in the Safety Evaluation still holds, as there has been no subsequent change in circumstances with respect to Central Maine's ownership or control of the licensees for the Maine Yankee, Yankee Rowe, or Connecticut Yankee facilities. Therefore, there is no direct license transfer or indirect transfer of control over a license that requires NRC consent or approval as a result of the Proposed Transaction.

B. THE PROPOSED TRANSACTION DOES NOT RAISE ANY CONCERNS WITH FOREIGN OWNERSHIP, CONTROL OR DOMINATION OF AN NRC LICENSEE Section 103(d) of the AEA15 prohibits the Commission from issuing a license for a nuclear power plant to an "alien or any corporation or other entity if the Commission knows or has reason to believe it is owned, controlled, or dominated by an alien, a foreign corporation, or a foreign government." Section 103(d) further provides that "no license may be issued to any person within the United States if, in the opinion of the Commission, the issuance of a license to such person would be inimical to the common defense and security or to the health and safety of the public." The Proposed Transaction does not trigger any concerns with the restrictions governing foreign ownership set forth in Section 103(d).

The Proposed Transaction satisfies the plain meaning of Section 103(d), as neither IBERDROLA or its subsidiaries, nor Energy East or its subsidiaries, hold an NRC license.

Therefore, no entity involved in the Proposed Transaction holds an NRC license. The Yankee Companies will continue to be the licensees regulated by the Commission. Thus, as a matter of law, the licenses would be held by a U.S. company, consistent with Section 103(d).

14 "Safety Evaluation By The Office of Nuclear Reactor Regulation, Proposed Merger of CMP Group, Inc. and Energy East Corporation (Millstone Nuclear Power Station, Unit 3)," at page 2, n. 1, Docket No. 50-424, issued February 4, 2000. The conclusion of the Office of Nuclear Reactor Regulation regarding the Energy East-CMP Group, Inc. transaction is consistent with an earlier conclusion reached regarding New England Power Company's ownership interest in the Yankee Companies. The Safety Evaluation prepared by the Office of Nuclear Reactor Regulation in The National Grid Group's acquisition of New England Electric System, including New England Power Company, found no direct or indirect transfer of a license with respect to New England Power Company's ownership in the Yankee Companies. "Safety Evaluation By The Office of Nuclear Reactor Regulation, Proposed Merger of New England Electric System and The National Grid Group (Seabrook Station, Unit 1)," at page 3, n. 1, Docket No. 50-443, issued December 10, 1999.

15 42 U.S.C.A. § 2133.d (2007).

James E. Dyer August 7, 2007 Page 8 of 9 In addition, none of the Yankee Companies will be subject to foreign control or domination after consummation of the Proposed Transaction. As discussed above, Central Maine holds minority, non-controlling interests in the licensees, and nothing will change with respect to its ownership interests or lack of control of the Yankee Companies as a result of the Proposed Transaction. As quoted above, the NRC staff concluded in the Safety Evaluation in connection with Energy East's acquisition of Central Maine that Central Maine "is a minority owner of each of these companies, so it does not directly control the plants or their license activities." Central Maine's ownership interest in the Yankee Companies has not changed since Energy East's acquisition of Central Maine.

Moreover, the Proposed Transaction would not involve any change in circumstances with respect to the Yankee Companies that would be inimical to the common defense and security or to the health and safety of the public. The Maine Yankee, Yankee Rowe and Connecticut Yankee nuclear power facilities have been permanently shut down, fully dismantled, and decommissioning has been completed, or is expected to be completed before the Proposed Transaction is consummated, at each of the facilities. The only nuclear facilities that remain at the sites are ISFSIs, all of which use proven and licensed dry cask, passively cooled technology and are sited at above ground storage areas. As a result, there are no facilities at the sites that involve sensitive technology or interests inimical to the common defense and security or to the health and safety of the United States.

As reflected in the Attachment to this letter, the Yankee Companies share a common officer who is responsible for facility safety and security. This officer is the Chief Nuclear Officer ("CNO") at MYAPC and also serves as the President and Chief Executive Officer of CYAPC and YAEC, and reports to their Boards of Directors. The CNO of MYAPC reports to the President of MYAPC. Each of the Yankee Companies also has an ISFSI Manager, who is responsible for day-to-day ISFSI operations and management, and who reports to its company President. Central Maine has no role in reviewing or approving the safety and security plans of the Yankee Companies.

Finally, IBERDROLA's home country is one of the strongest allies of the United States, and IBERDROLA's safety record with its own nuclear reactors is unblemished. Spain is a country with which the United States has a long and positive relationship, and it is a member of the European Union, the North Atlantic Treaty Organization, and the European Atomic Energy Community, and is a party to the Treaty on the Non-Proliferation of Nuclear Weapons.

Moreover, Spain's nuclear regulatory body, Consejo de Seguridad Nuclear, has maintained close relations with the NRC since the inception of nuclear energy in Spain in the 1970s. In sum, IBERDROLA's indirect ownership of Central Maine, which lacks control of the Yankee Companies, does not raise any concerns with foreign ownership.

11. CONCLUSION It is our view that the Proposed Transaction does not involve a transfer of ownership or control of an NRC license and does not raise any concerns with the NRC's foreign

James E. Dyer August 7, 2007 Page 9 of 9 ownership restrictions, and therefore, there is no need for NRC consent or approval for the Proposed Transaction. There would be no change in the licensee of any nuclear facilities, and Central Maine has minority, non-controlling ownership interests in the licensees.

On the basis of the foregoing discussion, we respectfully request a letter from the NRC staff that there is no need to obtain NRC consent or approval for the Proposed Transaction.

Should you have any questions please do not hesitate to contact the undersigned.

Respectfully submitted, Sam Behrends, IV 111Ft,&%, M. Dougla*sDunn Salpw, Catherine P. McCarthy Steven M. Kramer LeBoeuf, Lamb, Greene & MacRae, L.L.P. Milbank, Tweed, Hadley & McCloy LLP 1101 New York Avenue, NW 1 Chase Manhattan Plaza Suite 1100 New York, NY 10005 Washington, DC 20005-4213 (212) 530-5062 (202) 986-8000 mdunngmilbank.com catherine.mccarthvy(2illm.com skramera.,milbank.com Counsel For Energy East Corporation Counselfor IBERDROLA, S.A.

cc: Karen D. Cyr General Counsel Susan L. Uttal Senior Attorney Michael J. Case Director Division of Policy and Rulemaking Office of Nuclear Reactor Regulation Steven R. Horn Senior Financial Policy Advisor Division of Policy and Rulemaking.

Office of Nuclear Reactor Regulation

Attachment Maine Yankee Atomic Power Company Officers Gerald C. Poulin Chairman of the Board of Directors and President Wayne A. Norton Chief Nuclear Officer James M. Connell Vice President and ISFSI Manager William M. Finn Secretary Directors Shareholder Represented Michael F. Ahem Northeast Utilities Service Company Brent M. Boyles Maine Public Service Company Sara J. Bums Central Maine Power Company James L. Connors, Q.C. Bangor Hydro-Electric Company Frederic E. Greenman New England Power Company Michael J. Hager New England Power Company William S. Hass New England Power Company Bruce D. Kenyon Northeast Utilities Service Company R. Scott Mahoney Central Maine Power Company Robert H. Martin NSTAR Electric Company Stephen W. Page Central Vermont Public Service Corporation Gerald C. Poulin Central Maine Power Company Yankee Atomic Electric Company Officers Bruce D. Kenyon Chairman Wayne A. Norton President & Chief Executive Officer Carla M. Pizzella Treasurer and Assistant Clerk Merrill J. Atkins Clerk and Assistant General Counsel Directors Shareholder Represented Michael F. Ahem Northeast Utilities Service Company Frederic E. Greenman New England Power Company Michael J. Hager New England Power Company William S. Hass New England Power Company Bruce D. Kenyon Northeast Utilities Service Company Robert H. Martin NSTAR Electric Company Stephen W. Page Central Vermont Public Service Company 1

Gerald C. Poulin Central Maine Power Company Neven Rabadjija NSTAR Electric Company Randy Shoop Northeast Utilities Service Company Connecticut Yankee Atomic Power Company Officers Bruce D. Kenyon Chairman Wayne A. Norton President & Chief Executive Officer Carla M. Pizzella Treasurer and Assistant Clerk Merrill J. Atkins Clerk and Assistant General Counsel Directors Shareholder Represented James F. Crowe The United Illuminating Company Frederic E. Greenman New England Power Company Michael J. Hager New England Power Company William S. Hass New England Power Company Bruce D. Kenyon Northeast Utilities Service Company Duncan MacKay Northeast Utilities Service Company Robert H. Martin NSTAR Electric Company Raymond Necci Northeast Utilities Service Company Stephen W. Page Central Vermont Public Service Company Gerald C. Poulin Central Maine Power Company Neven Rabadjija NSTAR Electric Company Randy Shoop Northeast Utilities Service Company Central Maine Power Company Directors Sara J. Bums Central Maine Power Company Wesley von Schack Energy East Corporation Robert E. Rude Energy East Corporation F. Michael McClain Energy East Corporation CMP Group, Inc.

Directors F. Michael McClain Energy East Corporation Robert E. Rude Energy East Corporation Wesley von Schack Energy East Corporation 2

Energy East Corporation Directors Mr. James H. Brandi Mr. John T. Cardis Mr. Thomas B. Hogan, Jr.

Ms. G. Jean Howard Mr. David M. Jagger Mr. Seth A. Kaplan Mr. Ben E. Lynch Mr. Peter J. Moynihan Ms. Patricia M. Nazemetz Mr. Walter G. Rich Wesley W. von Schack IBERDROLA, S.A.

Directors Jos6 Ignacio Sdnchez Galdn Juan Luis Arregui Cidrsolo Victor de Urrutia Vallejo Jos6 Orbegozo Arroyo Lucas M. de Oriol L6pez-Montenegro Ricardo Alvarez Isasi Jos6 Ignacio Berroeta Echevarria Julio de Miguel Aynat Sebastidn Battaner Arias Xabier de Irala Est6vez Ifiigo Victor de Oriol Ibarra In6s Macho-Stadler Braulio Medel Cdmara Nicolfs Osuna Garcia Josd Luis Olivas 3