ML112640246

License Amendment Request to Change the Name of an Owner Licensee to Firstenergy Nuclear Generation, LLC

ML112640246
Person / Time
Site:	Beaver Valley, Davis Besse, Perry
Issue date:	09/20/2011
From:	Sena P FirstEnergy Nuclear Operating Co
To:	Document Control Desk, Office of Nuclear Reactor Regulation
References
L-11-28
Download: ML112640246 (88)

Text

{{#Wiki_filter:FENOC F ig. Endgy ttuct@t OqatineCqnpanF 341 ll/hite Pond Dr. Akron. Ohio 44320 September 20,2011 L-11-282 ATTN: Document Control Desk U.S. Nuclear Regulatory Commission Washington, DC 20555-0001 10 cFR 50.90

SUBJECT:

Beaver Valley Power Station, Unit Nos. 1 and2 Docket No. 50-334, License No. DPR-66 Docket No. 50-412, License No. NpF-73 Davis-Besse Nuclear Power Station, Unit No. 1 Docket No. 50-346, License No. NPF-3 Perry Nuclear Power Plant, Unit No. 1 Docket No. 50-440, License No. NPF-58 License Amendment Request to Chanoe the Name of an Owner Licensee to FirstEnerqy Nuclear Generation. LLC In accordance with the provisions of 10 CFR 50.90, FirstEnergy Nuclear Operating Company (FENOC) is submitting a request for amendments to the operating ficenses (OLs) of Beaver Vafley Power Station, Unit Nos. 1 and 2; Davis-Beise Nuclear Power Station, Unit No. 1 (DBNPS); and Perry Nuclear Power Plant, Unit No. 1 (PNPP). The proposed amendment is administrative in nature and will revise the licenses to reflect the name change of an owner licensee from "FirstEnergy Nuclear Generation corp." to "FirstEnergy Nuclear Generation, LLC." The proposed amendment will also correct errors regarding the name of FirstEnergy Nuclear Generation Corp. in the DBNPS and pNpp OLs. The enclosure contains an evaluation of the proposed amendment. Attachments in the enclosure provide the pages of the existing ols marked up to show the proposed changes, and OL pages with the proposed changes incorporated for information only. NRC approval is requested by December 15, 201 1 with the amendments being implemented within 120 days.

Beaver Valley Power Station, Unit Nos. 1 and 2 Davis-Besse Nuclear Power Station, Unit No. 1 Perry Nuclear Power Plant, Unit No. 1 L-!1-282 Page 2 There are no regulatory commitments contained in this submittal. lf there are any questions or if additional information is required, please contact Mr. Phil H. Lashley, Supervisor - Fleet Licensing, at (330) 315-0808. I declare under penalty of perjury that the foregoing is true and correct. Executed on September to,2011. Sincerely, /1 ..1 q /t/ * {/-6r' lf7/\\ v \\----- Peter P. Sena lll President and Chief Operating Officer

Enclosure:

EVALUATION OF PROPOSED LICENSE AMENDMENT cc: NRC Region lAdministrator NRC Region lll Administrator NRC Project Manager - Beaver Valley Power Station NRC Project Manager - Davis-Besse Nuclear power Station NRC Project Manager - Perry Nuclear Power plant NRC Resident Inspector - Beaver Valley Power Station NRC Resident Inspector - Davis-Besse Nuctear power Station NRC Resident Inspector - Perry Nuclear power plant Director BRP/DEP Site Representative BRP/DEP Executive

Director, Ohio Emergency Management

Agency, State of Ohio (NRC Liaison)

Utility Radiological Safety Board

EVALUATION OF PROPOSED LICENSE AMENDMENT Page 1 of7

Subject:

Amendment Request to change the narne of an owner licensee of the Beaver Valley Power Station, Unit Nos. 1 and 2; Davis-Besse Nuclear Power

Station, Unit No. 1; and Perry Nuclear Power Plant, Unit No. 1.

1.0

SUMMARY

DESCRIPTION 2.0 DETAILED DESCRIPTION 3.0 -IECHNICAL EVALUATION

4.0 REGULATORY EVALUATION

4.1 Significant Hazards Consideration 4.2 Applicable Regulatory Requirements/Criteria 4.3 Precedent 4.4 Conclusions 5.0 ENVIRONfVIENTAL CONSIDERATION

6.0 REFERENCES

ATTACHMENI'S: 1" Proposed Beaver Vafley Power Station, Unit No. 1 Operating L.icense Changes (Mark Up)

2. Proposed Beaver Valley Power Station, Unit No. 2 Operating License Changes (Vlark Up)

3. Proposed Davis-Besse Nuclear Power Station, Unit No. 1 Operating License Changes (Mark Up)

4. Proposed Perry Nuclear Pclwer Plant, Unit No. 1 Operating License Changes (Mark Up)

Page 2

5. Proposed Beaver Valley Power Station, Unit No. 1 Operating License Changes (Re-typed

- For lnformation Only)

6. Proposed Beaver Valley Power Station, Unit No. 2 Operating License Changes (Re{yped - For lnformation Only)

7. Proposed Davis-Besse Nuclear Power Station, Unit No. 1 Operating License Changes (Retyped - For Information Only)

8. Proposed Perry Nuclear Power Plant, Unit No. 1 Operating License Changes (Re-typed

- For Information Only)

Page 3 1.0

SUMMARY

DESCRIPTION This evaluation supports a request to amend the operating licenses of Beaver Valley Power Station, Unit Nos. 1 and 2 (DPR-66 and NPF-73, rspectively); Davis-Besse Nuclear Power Station, Unit No. 1 (NPF-3); and Perry Nuclear Power Plant, Unit No. 1 (NPF-58). The proposed amendment will revise the licenses to reflect the new name of one of the owner licensees of the aforementioned facilities which has changed from "FirstEnergy Nuclear Generation Corp." to "FirstEnergy Nuclear Generation, LLC." 2.0 DETAILED DESCRIPTION FirstEnergy Nuclear Generation Corp. is an owner licensee for the following Nuclear Regulatory Commission (NRC) facilities: 100o/o of Beaver Valley Power Station, Unit No. 1 (BVPS-1) . 60.08% of Beaver Valley Power Station, Unit No. 2 (BVPS-2) o 100o/o of Davis-Besse Nuclear Power Station, Unit No. 1 (DBNPS) o 87.42o/o of Perry Nuclear Power Plant, Unit No. 1 (PNPP) FirstEnergy Corp. (FE), the overall parent of FirstEnergy Nuclear Generation Corp., proposes converting FirstEnergy Nuclear Generation Corp. from a corporation organized under the laws of the State of Ohio to a limited liability company (LLC) organized under the laws of the State of Ohio. The proposed conversion will occur by operation of the State of Ohio law. As a result, FirstEnergy Nuclear Generation Corp. will change its name to FirstEnergy Nuclear Generation, LLC. Therefore, the operating licenses for the aforementioned units will need to be amended to reflect the revised company name. The proposed amendment will also correct errors in the DBNPS and PNPP operating licenses regarding the name of FirstEnergy Nuclear Generation Corp. The word "Nuclear" was inadvertently omitted in an entry in both operating

licenses, and the word "Corporation" was inadvertently used instead of "Corp." in the DBNPS operating license.

Mark-ups of the Beaver Valley Power Station, Unit Nos. 1 and 2; Davis-Besse Nuclear Power Station, Unit No. 1; and Perry Nuclear Power Plant, Unit No. 1 operating licenses reflecting these changes are included in Attachments 1 through 4, respectively. For informational purposes only, typed versions of the Beaver Valley Power

Station, Unit Nos. 1 and 2; Davis-Besse Nuclear Power Station, Unit No. 1; and Perry Nuclear Power Plant, Unit No. 1 operating licenses reflecting these changes are included in Attachments 5 through 8, respectively.

Page 4 3.0 TECHNICAL EVALUATION FirstEnergy Nuclear Generation Corp. will be converted to an Ohio LLC pursuant to Sections 1701.792 and 1705.361 of the Ohio Revised Code. The entity, previously known as FirstEnergy Nuclear Generation Corp., will remain the owner licensee both before and after the conversion, but will have a new corporate form as a limited liability company. In accordance with Section 1705.391 of the Ohio Revised Code, this entity will remain responsible for providing funding for the operation of its ownership shares in the above-listed facilities and fulfill all other obligations as an owner licensee, including providing decommissioning funding assurance for its ownership shares in compliance with 10 CFR 50.75. There will be no ownership or management changes as a result of the conversion. The proposed conversion will result in a name change for this entity. The name will become "FirstEnergy Nuclear Generation, LLC." The proposed amendment will change the operating licenses for BVPS-1, BVPS-2, DBNPS, and PNPP to reflect this change. The proposed amendment is considered administrative in nature.

4.0 REGULATORY EVALUATION

The FirstEnergy Nuclear Operating Company (FENOC) requests Nuclear Regulatory Commission (NRC) review and approval of an amendment to change the name of an owner licensee of Beaver Valley Power Station, Unit Nos. 1 and 2; Davis-Besse Nuclear Power Station, Unit No. 1; and Perry Nuclear Power Plant, Unit No. 1. The proposed amendment will revise the name of owner licensee FirstEnergy Nuclear Generation Corp. to FirstEnergy Nuclear Generation, LLC. 4.1 Siqnificant Hazards Consideration FENOC has evaluated whether or not a significant hazards consideration is involved with the proposed amendment by focusing on the three standards set forth in 10 CFR 50.92, "lssuance of amendment," as discussed below.

1. Does the proposed amendment involve a significant increase in the probability or consequences of an accident previously evaluated?

Response: No. The proposed amendment changes a name of an owner licensee. The proposed amendment is considered administrative in nature. The functions of the owner licensee will not change. There is no impact upon the other facility licensees.

Page 5 FENOC will remain the operator of the facilities. The proposed amendment does not alter the design, function, or operation of any plant equipment. As such, the accident and transient analyses contained in the facility updated final safety analysis reports will not be impacted. Therefore, the proposed amendment does not affect the probability or consequences of an accident previously evaluated.

2. Does the proposed amendment create the possibility of a new or different kind of accident from any accident previously evaluated?

Response: No. The proposed amendment is considered administrative in nature. The functions of the owner licensee will not change. The proposed amendment does not alter the design, function, or operation of any plant equipment. Therefore, the proposed amendment does not create the possibility of a new or different kind of accident from any accident previously evaluated.

3. Does the proposed amendment involve a significant reduction in a margin of safety?

Response: No. The proposed amendment is a name change to reflect the new name of an owner licensee. The proposed amendment is considered administrative in nature. The functions of the owner licensee will not change. There is no impact upon the other facility licensees. FENOC will remain the operator of the facilities. The proposed amendment does not alter the design, function, or operation of any plant equipment. As such, the accident and transient analyses contained in the facility updated final safety analysis reports will not be impacted. Therefore, the proposed amendment does not involve a significant reduction in a margin of safety. Based on the above, FENOC concludes that the proposed amendment does not involve a significant hazards consideration under the standards set forth in 10 CFR 50.92(c), and, accordingly, a finding of "no significant hazards consideration" is justified. 4.2 Applicable Requlatorv Requirements/Criteria In accordance with 10 CFR 50.80, Transfer of licenses, no license for a utilization facility can be transferred through transfer of control of the license to any entity unless the NRC consents in writing.

Page 6 FE proposes converting FirstEnergy Nuclear Generation Corp. from a corporation organized under the laws of the State of Ohio to a limited liability company (LLC) organized under the laws of the State of Ohio. The proposed conversion will occur by operation of the State of Ohio law. As a result, the entity, previously known as FirstEnergy Nuclear Generation Corp., will remain the owner licensee both before and after the conversion, but with a new corporate form as a limited liability company. This entity will remain responsible for providing funding for the operation of its ownership shares in BVPS-1, BVPS-2, DBNPS, and PNPP and fulfill all other obligations as an owner licensee. The proposed amendment does not involve the transfer of control to another entity. lt is a name change. FirstEnergy Nuclear Generation Corp. will change its name to FirstEnergy Nuclear Generation, LLC. There is no impact upon 10 cFR 50.80. 4.3 Preceden! I3y letter dated May 14,1999, Texas Utilities Electric Company submitted an amendment to the NRC for Comanche Peak Steam Electric Station, Units 1 and 2 to change the name of the company to TXU Electric Company. The proposed amendment indicated that it was an administrative change. The NRC approved the amenclment on August 31, 1999 [Agencywide Documents Access and Managernent System (ADAMS) Accession No. M10218202831. The proposed amendment for the FENOC facilities is similar in that it describes a name change and the entity will still remain responsible for fulfilling its obligations as an owner licensee. 4.4 Conclusions In conclusion, based on the considerations discussed above, (1) there is reasonable assurance that the health and safety of the public will not be endangered by operation in the proposed manner, (2) such activities will be conducted in compliance with the Nuclear Regulatory Commission's regulations, and (3) the issuance of the amendment will not be inimical to the common defense and security or to the health and safety of the public. 5.0 ENVIRONMENTAL CONSIDERATION A review has determined that the proposed amendment would: 1) change a licensee's name, and 2) makes editorial, corrective or other minor revisions to the license. Accordingly, the proposed amendment meets the eligibility criterion for categorical exclusion set forth in 10 CFR 51.22(c\\(10xiii) and (v). Therefore, pursuant to 10 CFR 51.22(b), no environmental impact statement or environmental assessment need be prepared in connection with the proposed amendment.

PageT

6.0 REFERENCES

1. Ohio Revised Code Section 1701.792, "Conversion of domestic corporation into another entity," effective date October 12,2006; 2007 HB134 January 1,2008.

2. Ohio Revised Code Section 1705.361, "Conversion of another entity into domestic limited liability company,"

effective date October 12,2006.

3. Ohio Revised Code Section 1705.391, "Legal effect of conversion

- action to set aside," effective date October 12,2006.

4. Letter dated August 31, 1999 from Mr. David H. Jaffe (NRC) to Mr. C. Lance Terry (TU Electric) subject: "COMANCHE PEAK STEAM ELECTRIC

STATION, UNITS 1 AND 2 - ISSUANCE OF AMENDMENTS RE: CHANGE IN CORPORATE NAME FROM'TEXAS UTILITIES ELECTRIC COMPANY'TO

'TXU ELECTRTC COMPANY' (TAC NOS. MA5551 AND MA5552)," (ADAMS Accession No. ML021820283)

Attachment 1 Proposed Beaver Valley Power Station, Unit No. 1 Operating License Changes (Mark Up) (Nine Pages Follow)

UNITED STATES NUCLEAR REGUIATORY COMMISSION WASHINGTON. D.C. 20555-0001 FIRSTENERGY NUCLEAR OPERATING COMPANY FIRSTENERGY NUCLEAR GENERATIO]UILC DOCKET NO. 50-334 BEAVER VALLEY POWER STATION. UNIT NO. 1 RENEWED FACILITY OPERATING LICENSE License No. DPR-66 The Nuclear Regulatory Commission (the Commission) having found that: A. The application to renew Facility Operating License No. DPR-66, filed by FirstEnergy Nuclear Operating Company (FENOC)- acting on its own behalf and as agent for FirstEnergy Nuclear Generatioq*lltQ (the _l!_cet_s_ee-s).9_o. t!pl!99 W!tl'-!h9-qt?-r-'q4qq ?"ltq. 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 1, and all required notifications to other agencies or bodies have been duly made; B. Construction of the Beaver Valley Power Station, Unit No. 1 (facility), has been substantially completed in conformity with Construction Permit No. CPPR-75 and the application, as amended, the provisions of the Act and the rules and regulations of the Commission; C. The facility will operate in conformity with the application, the provisions of the Act, and the rules and regulations of the Commission; D. There is reasonable assurance: (i) that the activities authorized by this renewed operating license can be conducted without endangering the health and safety of the public, and (ii) that such activities will be conducted in compliance with the rules and regulations of the Commission; E. FENOC is technically qualified and the licensees are financially qualified to engage in the activities authorized by this renewed operating license in accordance with the rules and regulations of the Commission; F. The licensees have satisfied the applicable provisions of 10 CFR Part 140, "Financial Protection Requirements and Indemnity Agreements," of the Commission's regulations;

• FENOC is authorized to act as agent for FirstEnergy Nuclear GeneratiorglLlQ,--qqd h?g-g-{qlqgjyg responsibility and control over the physical construction, operation, and maintenance of the facility.

AmendmenlNa-Renewed Operating License DPR-66 Deleted: Deleted: Corp Deleted3 coro.

H. G. The issuance of this renewed operating license will not be inimical to the common defense and security or to the health and safety of the public; After weighing the environmental, economic, technical and other benefits of the facility against environmental and other costs and considering available alternatives, the issuance of Renewed Facility Operating License No. DPR-66 is in accordance with 10 CFR Part 5'1 (formerly Appendix D of 10 CFR Part 50) of the Commission's regulations and all applicable requirements have been satisfied; and The receipt, possession, and use of source, by-product, and special nuclear material as authorized by this renewed operating license will be in accordance with the Commission's regulations in 10 CFR Parts 30, 40, and 70, including 10 CFR Sections 30.33, 40.32, 70.23, and 70.31. Actions have been identified and have been or will be taken with respect to: (1) managing the effects of aging on the functionality of structures and components that have been identified to require review under 10 CFR U.21(a)(1) during the period of extended operation, and (2) time-limited aging analyses that have been identified to require review under 10 CFR 5a.21(c), such that there is reasonable assurance that the activities authorized by this renewed operating license will continue to be conducted in accordance with the current licensing basis, as defined in 10 CFR 54.3 for the facility, and that any changes made to the facility's current licensing basis in order to comply with 10 CFR 54.29(a) are in accordance with the Act and the Commission's regulations; Renewed Facility Operating License No. DPR-66 is hereby issued to FENOC and FirstEnergy Nuctear Generation*lt0 !q te?E ?q-tqlLqWc, This renewed license applies to the Beaver Valley Power Station, Unit No. 1, a pressurized water nuclear reactor and associated equipment (the facility), owned by FirstEnergy Nuclear Generatiorr*lLtQ, enq Cpele!9q _!y EENO_Q."-I-heleelly iC localeE ir_r.1-- Beaver County, Pennsylvania, on the southern shore of the Ohio River, and is described in the "Updated Final Safeg Analysis Report" as supplemented and amended and the Environmental Report as supplemented and amended. Subject to the conditions and requirements incorporated herein, the Commission hereby licenses: FENOC, pursuant to Section 104b of the Act and 10 CFR Part 50, "Licensing of Production and Utilization Facilities," to possess, use, and operate the facility, and FirstEnergy Nuclear GeneratiorglLlQ tq poq-sqgq lhq fe_cltiff e!.!he -l designated location in Beaver County, Pennsylvania in accordance with the procedures and limitations set forth in this renewed license; FENOC, pursuant to the Act and 10 CFR Part 70, to receive,

possess, and use at any time special nuclear material as reactor fuel, in accordance with the limitations for storage and amounts required for reactor operation, as described in the Updated Final Safety Analysis Report, as supplemented and amended; J.

2. ( 1 ) (2) Amendment No.,__[----- Renewed Operating License DPR-66 Deleted: Corp. Deleted: corp. Deleted: Corp Deleted3 285 Beaver Valley Unit 1

(3) (4) (5) FENOC, pursuant to the Act and 10 CFR Parts 30, 40 and 70, to receive, possess and use at any time any byproduct, source and special nuclear material as sealed neutron sources for reactor startup, sealed sources for reactor instrumentation and radiation monitoring equipment calibration, and as fission detectors in amounts as required; FENOC, pursuant to the Act and 10 CFR Parts 30, 40 and 70, to receive, possess and use in amounts as required any byproduct, source, or special nuclear material without restriction to chemical or physical form, for sample analysis or instrument calibration or associated with radioactive apparatus or components; FENOC, pursuant to the Act and 10 CFR Parts 30, 40, and 70, to possess, but not separate, such byproduct and special nuclear materials as may be produced by the operation of the facility. This renewed operating license shall be deemed to contain and is subject to the conditions specified in the following Commission regulations in 10 CFR Chapter 1: Part 20, Section 30.34 of Part 30, Section 40.41 ot Pa( 40, Sections 50.54 and 50.59 of Part 50, and Section 70.32 of Part 70; and is subject to all applicable provisions of the Act and to the rules, regulations, and orders of the Commission now or hereafter in effect; and is subject to the additional conditions specified or incorporated below: Maximum Power Level FENOC is authorized to operate the facility at a steady state reactor core power level of 2900 megawatts thermal. Technical Soecifications The Technical Specifications contained in Appendix A, as revised through Amendment No., are hereby incorporated in the license. The licensee shall operate the facility in accordance with the Technical Specifications. Auxiliarv River Water System (Deleted by Amendment No. 8) c. (1) (2) (3) Amendment No.,-l--- Renewed Operating License DPR-66 Deleted: 286 Beaver Valley Unit 1

(10) ( 1 1 ) Additional Conditions The Additional Conditions contained in Appendix C, as revised through Am end m ent No-, -qq_ h-gl_qDy insCtpqtaleQ r-1!C tt'i9 I ieen ge. F,E- -N Qq shall operate the facility in accordance with the Additional Conditions. Mitioation Strateqv License Condition The licensee shall develop and maintain strategies for addressing large fires and explosions and that include the following key areas: Fire fighting response strategy with the following elements:

1.

Pre-defined coordinated fire response strategy and guidance

2.

Assessment of mutual aid fire fighting assets

3.

Designated staging areas for equipment and materials

4.

Command and control

5.

Training of response personnel Operations to mitigate fuel damage considering the following:

1.

Protection and use of personnel assets

2.

Communications

3.

Minimizing fire spread

4.

Procedures for implementing integrated fire response strategy

5.

ldentificationof readily-availablepre-staged equipment

6.

Training on integrated fire response strategy

7.

Spent fuel pool mitigation measures Actions to minimize release to include consideration of:

1.

Water spray scrubbing

2.

Dose to onsite responders Deleted; 278 Deleted: 285 (a) (b) (c) Beaver Valley Unit 1 Amendment No.,--[---" Renewed Operating License DPR-66

APPENDIX C ADDITIONAL CONDITIONS OPERATING LICENSE NO. DPR.66 FirstEnergy Nuclear Operating Company and FirstEnergy Nuclear Generatiorl*lLll 9_h-qLl-9-oq1p.fy-Wit! the following conditions on the schedules noted below: Amendment Number 202 209 Beaver Vallev Unit 1 210 Additional Condition The licensee is authorized to relocate certain Technical Specification requirements to licensee-controlled documents. lmplementation of this amendment shall include the relocation of these technical specification requirements to the appropriate documents, as described in the licensee's application dated September 9, 1996, and evaluated in the staffs safety evaluation attached to this amendment. The licensee is authorized to relocate certain Technical Specification requirements to licensee-controlled documents. lmplementation of this amendment shall include the relocation of these technical speciflcation requirements to the appropriate documents, as described in the licensee's application dated March 14, 1997, as supplemented July 29 and August 13, 1997, and evaluated in the staffs safetv evaluation attached to this amendment. The licensee is authorized to relocate certain Technical Specification requirements to licensee-controlled documents. lmplementation of this amendment shall include the relocation of these technical specification requirements to the appropriate documents, as described in the licensee's application dated September 11, 1997, and evaluated in the staffs safety evaluation attached to this amendment. lmplementation Date The amendment shallbe implemented within 60 days from April14, 1997 The amendment shall be implemented within 60 days from December 10. 1997 The amendment shallbe implemented within 30 days from January 20, 1998 Amendment No., Deleted: Corp Deleted: 285 c-1

APPENDIX C ADDITIONAL CONDITIONS OPERATING LICENSE NO. DPR-66 FirstEnergy Nuclear Operating Company and FirstEnergy Nuclear Generatior;lttQ g_bALl-_c_o!!p_fy Wth -[ the following conditions on the schedules noted below: Amendment Number 225 Additional Condition The licensee is authorized to relocate certain Technical Specification requirements to licensee-controlled documents. lmplementation of this amendment shall include the relocation of these Technical Specification requirements to the appropriate documents as described in the licensee's application dated December 24, 1998, as supplemented June 15, June 17, and July 7, 1999, and evaluated in the staffs safety evaluation attached to this amendment. On the closing date(s) of the transfers to FENGenCol of their interests in Beaver Valley Power Station, Unit No. 1, Pennsylvania Power Company and Ohio Edison Company shall transfer to FENGenCol all of each transferor's respective accumulated decommissioning funds for Beaver Valley Power Station, Unit No. 1, and tender to FENGenCol additional amounts equal to remaining funds expected to be collected in 2005, as represented in the application dated June 1, 2005, but not yet collected by the time of closing. All of the funds shall be deposited in a separate external trust fund for the reactor in the same amount as received with respect to the unit to be segregated from other assets of FENGenCol and outside its administrative

control, as required by NRC regulations, and FENGenCol shall take all necessary steps to ensure that this external trust fund is maintained in accordance with the requirements of the order approving the transfer of the license and consistent with the safety evaluation supporting the order and in accordance with the requirements of 10 CFR Section 50.75, "Reporting and recordkeeping for decommissioning planning."

lmplementation Date The amendment shallbe implemented within 60 days from August 30, 1999 The amendment shallbe implemented within 30 days from December 16. 2005 Deleted: Corp. Deleted; 285 269 -"tr*ro"twd""rc"""rrtl GenerctionJlq Beaver Valley Unit 1 c-2

APPENDIX C ADDITIONAL CONDITIONS OPERATING LICENSE NO. DPR-66 FirstEnergy Nuclear Operating Company and FirstEnergy Nuclear GeneratiorgllQ -s-heLl qglp_fy Wlh.l - the following conditions on the schedules noted below: Deleted: corp Amendment Number 269 Additional Condition By the date of closing of the transfer of the ownership interests in BeaverValley Power Station, Unit No. 1 from Pennsylvania Power Company to FENGenCol, FENGenCol shall obtain a parent company guarantee from FirstEnergy in an initial amount of at least $80 million (in 2005 dollars) to provide additional decommissioning funding assurance regarding such ownership interests. Required funding levels shall be recalculated annually and, as necessary, FENGenCo] shall either obtain appropriate adjustments to the parent company guarantee or othenvise provide any additional decommissioning funding assurance necessary for FENGenCol to meet NRC requirements under 10 CFR 50.75. The Support Agreements described in the applications dated May 18, 2005 (up to $80 million), and June 1, 2005 (up to $400 million), shall be effective consistent with the representations contained in the applications. FENGenCol shall take no action to cause FirstEnergy, or its successors and assigns, to void, cancel, or modify the Support Agreements without the prior written consent ofthe NRC staff, except, however, the $80 million Support Agreement in connection with the transfer of the Pennsylvania Power Company interests may be revoked or rescinded if and when the $400 million support agreement described in the June 1, 2005, application becomes effective. FENGenCol shall inform the Director of the Otfice of Nuclear Reactor Regulation, in writing, no later than ten days after any funds are provided to FENGenCol by FirstEnergy under either Support Agreement. lmplementation Date The amendment shall be implemented within 30 days from December

16. 2005

- firstfnergv Nucl GenerationJtC= Beaver Valley Unit 1 c-3 Deleted: 285

APPENDIX C ADDITIONAL CONDITIONS OPERATING LICENSE NO. DPR-66 FirstEnergy Nuclear Operating Company and FirstEnergy Nuclear Generatiorl=ltli9_Lr,eLl--c_ollply Wth -l- --- the following conditions on the schedules noted below: Deleted: Corp Amendment Number 278 278 Additional Condition Schedule for New and Revised Surveillance Requirements (SRs) The schedule for performing SRs that are new or revised in Amendment No. 278 shall be as follows: For SRs that are new in this amendment, the first performance is due at the end of the first surveillance interval, wtrich begins on the date of implementation of this amendment. For SRs that existed prior to this amendment, whose intervals of performance are being reduced, the first reduced surveillance interval begins upon completion of the first surveillance performed after implementation of this amendment. For SRs that existed prior to this amendment, whose intervals of performance are being extended, the first extended surveillance interval begins upon completion of the last surveillance performed prior to implementation of this amendment. For SRs that existed prior to this amendment that have modified acceptance criteria, the first performance subject to the modified acceptance criteria is due at the end of the first surveillance interval that began on the date the surveillance was last performed prior to the implementation of this amendment. Relocation of Certain Technical Soecification Requirements License Amendment No. 278 authorizes the relocation of certain Technical Specifications to other licensee-controlled documents. lmplementation of this amendment shall include relocation of the requirements to the specified documents, as described in (1) Sections 4D and 4E of the NRC staffs Safety Evaluation, and (2) Table LA, Removed DetailChanges, and Table R, Relocated Specifications, attached to the NRC staffs Safety Evaluation, which is enclosed in this amendment. lmplementation Date The amendment shallbe implemented within 150 days from date of issuance The amendment shallbe implemented within 150 days from date of issuance Beaver Valley Unit 1 c4 Deleted:285

APPENDIX C ADDITIONAL CONDITIONS OPERATING LICENSE NO. DPR-66 FirstEnergy Nuclear Operating Company and FirstEnergy Nuclear Generation-lLlQ-g-bSl_f g_onply Wt_l1 -l the following conditions on the schedules noted below: Amendment Number 281 Beaver Valley Unit 1 Additional Condition Initial Performance of New Surveillance and Assessment Requirements Upon implementation of Amendment No. 281 adopting TSTF-448, Revision 3, the determination of control room envelope (CRE) unfiltered air inleakage as required by Surveillance Requirement (SR) 3.7.10.4, in accordance with Specification 5.5.14.c(i), the assessment of CRE habitability as required by Specification 5.5.14.c(ii), and the measurement of CRE pressure as required by Specification 5.5.14.d, shall be considered met. Following implementation: (a) The first performance of SR 3.7.1O.4, in accordance with Specification 5.5.14.c(i), shall be within the specified Frequency of 6 years, plus the 18-month allowance of SR 3.0.2, as measured from the date of the most recent successful tracer gas test, or within the next 18 months if the time period since the most recent successful tracer gas test is greater than 6 years. (b) The first performance of the periodic assessment of CRE habitability, Specification 5.5.14.c(ii), shall be within 3 years, plus the 9-month allowance of SR 3.0.2, as measured from the date of the most recent successful tracer gas test, or within the next 9 months if the time period since the most recent successful tracer gas test is greater than 3 years. (c) The first performance of the periodic measurement of CRE

pressure, Specification 5.5.14.d, shall be within 18 months, plus the 138 days allowed by SR 3.0.2, as measured from the date of the most recent successful pressure measurement test.

lmplementation Date The amendment shallbe implemented within 120 days from date of issuance Deleted: corp. Deleted:285 c-5 Amendment No., Proposed Beaver Valley Power Station, Unit No. 2 Operating License Changes (Mark Up) (Thirteen Pages Follow)

1. UNITED STATES NUCLEAR REGULATORY COMMISSION WASHINGTON, D.C. 20555-0001 FIRSTENERGY NUCLEAR OPERATING COMPANY FIRSTENERGY NUCLEAR GENERATTOT{*LLC -) OHIO EDISON COMPANY THE TOLEDO EDISON COMPANY DOCKET NO.50-412 BEAVER VALLEY POWER STATION. UNIT 2 RENEWED FACILITY OPERATING LICENSE License No. NPF-73 The Nuclear Regulatory Commission (the Commission or the NRC) has found that: The application to renew Facility Operating License No. NPF-73 filed by FirstEnergy Nuclear Operating Company (FENOC)- acting on its own behalf and as agent for FirstEnergy Nuclear Generatiorl=lLtQ 9_btq ECjq-qn 9qqrpe1y, gfrq The Toledo Edison Company (the licensees), complies with the standards and requirements of the Atomic Energy Act of 1954, as amended (the Act), and the Commission's regulations set forth in 10 CFR Chapter l, and all required notifications to other agencies or bodies have been duly made; Construction of the Beaver Valley Power Station, Unit 2 (the facility), has been substantially completed in conformity with Construction Permit No. CPPR-105 and the application, as amended, the provisions of the Act, and the regulations of the Commission; The facility will operate in conformity with the application, the provisions of the Act, and the regulations of the Commission (except as exempted from compliance in Section 2.D. below); There is reasonable assurance: (i) that the activities authorized by this renewed operating license can be conducted without endangering the health and safety of the public and (ii) that such activities will be conducted in compliance with the Commission's regulations set forth in 10 CFR Chapter l (except as exempted from compliance in Section 2.D. below); 'FENOC is authorized to act as agent for FirstEnergy Nuctear GeneratiorglltQ ghfC ECISS'1,9g!tp_qrly,______, and The Toledo Edison Company and has exclusive responsibility and control over the physical construction, operation, and maintenance of the facility. Amendmentl{o. Renewed Operating License NPF-73 Deleted: Deleted3 Corp. Deleted: CorD A. c. D.

E. F. FENOC is technically qualified to engage in the activities authorized by this renewed operating license in accordance with the Commission's regulations set forth in 10 CFR Chapter l; The licensees have satisfied the applicable provisions of 10 CFR Part 140, "Financial Protection Requirements and Indemnity Agreements," of the Commission's regulations; The issuance of this renewed operating license will not be inimical to the common defense and security or to the health and safety of the public; After weighing the environmental,

economic, technical, and other benefits of the facility against environmental and other costs and considering available alternatives, the issuance of this Renewed Operating License No. NPF-73 is subject to the conditions for protection of the environment set forth in the Environmental Protection Plan attached as Appendix B, is in accordance with 10 CFR Part 51 of the Commission's regulations, and all applicable requirements have been satisfied; The receipt, possession and use of source, byproduct and special nuclear material as authorized by this license will be in accordance with the Commission's regulations in 10 CFR Parts 30,40, and 70.

Actions have been identified and have been or will be taken with respect to: (1) managing the effects of aging on the functionality of structures and components that have been identified to require review under 10 CFR 54.21(a)(1) during the period of extended operation, and (2) time-limited aging analyses that have been identified to require review under 10 CFR 54.2'l(c), such that there is reasonable assurance that the activities authorized by this renewed operating license will continue to be conducted in accordance with the current licensing basis, as defined in 10 CFR 54.3 for the facilig, and that any changes made to the facility's current licensing basis in order to comply with 10 CFR 54.29(a) are in accordance with the Act and the Commission's regulations; t. Renewed Facility Operating License NPF-73 is hereby issued to FENOC, FirstEnergy Nuclear Generation*lLtQ, QhiS Ediqqrr Qqmpqly.pttd__r_he Iele{q FClqq! Qp-t1p4:'y (!t'9- -l licensees) to read as follows: This renewed license applies to the Beaver Valley Power Station, Unit 2, a pressurized water reactor and associated equipment (the facility), owned by FirstEnergy Nuclear Generatioq=lUl (qWneD..leqqed tq 9_t-r!S ECigql qg11pery (lessee), and The Toledo Edison Company (lessee) and operated by FENOC (collectively the licensees). The facility is located on the licensees' site on the southern shore of the Ohio River in Beaver County, Pennsylvania, approximately 22 miles northwest of Pittsburgh and 5 miles east of East Liverpool, Ohio, and is described in FENOC's Updated Final Safety Analysis Report, as supplemented and amended, and in its Environmental

Report, as supplemented and amended; Subject to the conditions and requirements incorporated herein, the Commission hereby licenses:

(1) Pursuant to Section 103 of the Act and 10 CFR Part 50, FENOC to

possess, use, and operate the facility at the designated location in Beaver County, Pennsylvania, in accordance with the procedures and limitations set forth in this license:

G. H. J. A. Amendment No.,,I Renewed Operating License NPF-73 Deleted: Corp. Deleted: Corp. Deleted: 171 B. Beaver Valley Unit 2

(2) (3) (4) (5) . 3 - Pursuant to the Act and 10 CFR Part 50, FirstEnergy Nuclear Generatiorl -[- LLe, Ohio Edison Company, and The Toledo Edison Company to possess the facility at the designated location in Beaver County, Pennsylvania, in accordance with the procedures and limitations set forth in the license; Pursuant to the Act and 10 CFR Part 70, FENOC, to receive, possess, and use at any time special nuclear material as reactor fuel, in accordance with the limitations for storage and amounts required for reactor operation, as described in the Updated Final Safety Analysis Report, as supplemented and amended; Pursuant to the Act and 10 CFR Parts 30. 40, and 70, FENOC to receive,

possess, and use at any time any byproduct, source, and special nuclear material such as sealed neutron sources for reactor startup, sealed sources for reactor instrumentation and radiation monitoring equipment calibration, and as fission detectors in amounts as required; Pursuant to the Act and 10 CFR Parts 30, 40, and 70, FENOC to receive,

possess, and use in amounts as required any byproduct, source, or special nuclear material without restriction to chemical or physical

form, for sample analysis or instrument calibration or other activity associated with radioactive apparatus or components; Pursuant to the Act and 10 CFR Parts 30, 40, and 70, FENOC to possess, but not separate, such byproduct and special nuclear materials as may be produced by the operation of the facility authorized herein.

(a) Ohio Edison Company and The Toledo Edison Company are authorized to transfer any portion of their respective leased interests in BVPS Unit 2 and a proportionate share of their leased interests in the BVPS common facilities to certain potential investors identified in their submittals of July 14, 16,22 and 31, and September'14,17 and 18, 1987, and at the same time to lease back from such purchasers such interest transferred in the BVPS Unit 2 facility. The term of the lease is for approximately 29-112years subject to a right of renewal. Such sale and leaseback transactions are subject to the representations and conditions set forth in the aforementioned submittals. Specifically, a lessor and anyone else who may acquire an interest under these transactions are prohibited from exercising directly or indirectly any control over the license of BVPS Unit 2. For purposes of this condition the limitations in 10 CFR 50.81, as now in effect and as may be subsequently

amended, are fully applicable to the lessor and any successor in interest to that lessor as long as the license for BVPS Unit 2 remains in effect; these financial transactions shall have no effect on the license for the BVPS Unit 2 facility throughout the term of the license.

Amendment No.,-[--- Renewed Operating License NPF-73 Deletedr Corp. Deleted: 171 (6) (7) Beaver Valley Unit 2

c. (b)

Further, the licensees are also required to notify the NRC in writing prior to any change in: (i) the term or conditions of any lease agreements executed as part of these transactions; (ii) the BVPS Operating Agreement, (iii) the existing property insurance coverage for BVPS Unit 2, and (iv) any action by a lessor or others that may have adverse effect on the safe operation of the facility.

This renewed operating license shall be deemed to contain and is subject to the conditions specified in the following Commission regulations set forth in 10 CFR Chapter 1 and is subject to all applicable provisions of the Act and to the rules, regulations, and orders of the Commission now or hereafter in effect; and is subject to the additional conditions specified or incorporated below: Maximum Power Level FENOC is authorized to operate the facility at a steady state reactor core power level of 2900 megawatts thermal. Technical Specifi cations The Technical Specifications contained in Appendix A, as revised th rou g h Ame nd ment N o *, q n d lhe EnVrfSI 11t e!!e-L Ptqtesli_o-!- Ple n contained in Appendix B, both of which are attached hereto are hereby incorporated in the license. FENOC shall operate the facility in accordance with the Technical Specifications and the Environmental Protection Plan. (1) (2) Amendment No.,_[----- Renewed Operating License NPF-73 Deleted:173 Deleted:173 Beaver Valley Unit 2

(8) (e) . 6 - Detailed Control Room Desiqn Review (DCRDR) Deleted Safetv Parameter Displav Svstem (SPDS) Deleted (10) Fire Protection Modifications (Section 9.5.1 of SER Supplement 6) Deleted (1 1) Additional Conditions The Additional Conditions contained in Appendix D, as revised through Amendment No. *9_r-9-!91--e!y-j!99lp9r:?-ted inlq tb!-s-!r-q9ft99,--f-FNqq shall operate the facility in accordance with the Additional Conditions. ('12) Steam Generator Surveillance lnterval Extension Deleted (13) Mitiqation Strateqv License Condition The licensee shall develop and maintain strategies for addressing large fires and explosions and that include the following key areas: Fire fighting response strategy with the following elements:

1.

Pre-defined coordinated fire response strategy and guidance

2.

Assessment of mutual aid fire fighting assets

3.

Designated staging areas for equipment and materials

4.

Command and control

5.

Training of response personnel Operations to mitigate fuel damage considering the following:

1.

Protection and use of personnel assets

2.

Communications

3.

Minimizing fire spread

4.

Procedures for implementing integrated fire response strategy

5.

ldentificationofreadily-availablepre-stagedequipment

6.

Training on integrated fire response strategy

7.

Spent fuel pool mitigation measures Actions to minimize release to include consideration of:

1.

Water spray scrubbing

2.

Dose to onsite responders Amendment No.,-[ Renewed Operating License NPF-73 , t - ' Deleted3 163, Deleted: 171 (a) (b) (c) Beaver Valley Unit 2

Beaver Valley Unit 2 APPENDIX B TO FACILITY OPERATING LICENSE NO. NPF-73 BEAVER VALLEY POWER STATION UNIT 2 FIRSTENERGY NUCLEAR OPERATING COMPANY, ET AL DOCKET NO.50-412 ENVIRONMENTAL PROTECTION PLAN (NONRADTOLOGTCAL) AUGUST 1987 NO CHANGES THIS PAGE. INCLUDED FOR CONTEXT. Amendment No. 171 B-i

Section 1. 0 2.0 3.0 3.1 3.2 J. J 4.0 4.1 4.2 5.0 5.1 5.2 5.3 5.4 APPENDIX B TO FACILITY OPERATING LICENSE NO. NPF-73 BEAVER VALLEY POWER STATION UNIT 2 ENVIRONMENTAL PROTECTION PLAN (NONRADTOLOGTCAL) TABLE OF CONTENTS Paqe Objectives of the Environmental Protection Plan.............. B-1 Environmental Protection 1ssues.......... B-1 Consistency Requirements.................. B-1 Plant Design and Operation.................. B-1 Reporting Related to the NPDES Permit and State Certifications ...... B-2 Changes Required for Compliance with Other Environmental Regulations.............B-2 Environmental Conditions B-2 Unusual or lmportant Environmental Events B-2 Environmental Monitoring B-3 Administrative Procedures B-3 Review and Audit B-3 Records Retention B-3 Changes in Environmental Protection Plan.......... ......... B-4 Plant Reporting Requirements.............. B-4 NO CHANGES THIS PAGE, INCLUDED FOR CONTEXT. Beaver Valley Unit 2 Amendment No. 171 B-ii

( 1 ) (2) (3) 1.0 Obiectives of the Environmental Protection Plan The Environmental Protection Plan (EPP) is to provide for protection of nonradiological environrnental values during operation of the Beaver Valley Power Station, Unit 2 (facility). The principal objectives of the EPP are as follows: Verify that the facility is operated in an environmentally acceptable manner, as established by the Final Environmental Statement - Operating License Stage (FES-OL) and other NRC environmental impact assessments. Coordinate NRC requirements and maintain consistency with other Federal, State, and local requirements for environmental protection. Keep NRC informed of the environmental effects of facility construction and operation and of actions taken to control those effects. Environmental concerns identified in the FES-OL (September 1985, NUREG-1094) which relate to water quality matters are regulated by way of the licensee's* NPDES permit. 2.O EnvironmentalProtection lssues In the FES-OL (NUREG-1094, September 1985), the staff considered the environmental impacts associated with the operation of the Beaver Valley Power Station, Unit 2. No aquatic/water quality, terrestrial, or noise issues were identified. Consistencv Requirements Plant Desiqn and Operation The licensee may make changes in station design or operation or perform tests or experiments affecting the environment provided such activities do not involve an unreviewed environmental question and do not involve a change in the EPP*. Changes in station design or operation or performance of tests or experiments which do not affect the environment are not subject to the requirements of this EPP. Activities governed by Section 3.3 are not subject to the requirements of this Section. Before engaging in additional construction or operational activities which may significantly affect the environment, the licensee shall prepare and record an environmental evaluation of such activity. Activities are excluded from this requirement if all measurable nonradiological environmental effects are confined to the on-site areas previously disturbed during site preparation and plant construction. When the evaluation indicates that such activity involves an unreviewed environmental question, the licensee shall provide a written evaluation of such activity and obtain prior NRC approval. Such activity and change to the EPP may be implemented only in accordance with an appropriate license amendment as set forth in Section 5.3 of this EPP.

• "Licensee" refers to FirstEnergy Nuclear Operating

Company, operator of the facility, and acting as agent for FirstEnergy Nuclear Generatiorg!19-9-Iiq ECi,sq!1 Qqqryany,-e_lC lh-g -

,t Toledo Edison

Company, owners or lessees of the facility.

Beaver Valley Unit 2 3.0 3.1 B-1 Deletedr Corp. Deleted: 171

APPENDIX D ADDITIONAL CONDITIONS OPERATING LICENSE NO. NPF.73 FirstEnergy Nuclear Operating Company, FirstEnergy Nuclear Generatioq*lLlQ, Qtrjq-EdLgq-r-t_ .____.t-.-- Company, and The Toledo Edison Company shall comply with the following conditions on the schedules noted below: 87 Amendment Number 83 Beaver Valley Unit 2 Additional Condition The licensee is authorized to relocate certain Technical Specification requirements to licensee-controlled documents. lmplementation of this amendment shall include the relocation of these technical specification requirements to the appropriate documents, as described in the licensee's application dated September 9, 1996, and evaluated in the staffs safety evaluation attached to this amendment. The licensee is authorized to relocate certain Technical Specification requirements to licensee-controlled documents. lmplementation of this amendment shall include the relocation of these technical specification requirements to the appropriate documents, as described in the licensee's application dated March 14, 1997, as supplemented July 29 and August 13, 1997, and evaluated in the staffs safety evaluation attached to this amendment. The licensee is authorized to relocate certain Technical Specification requirements to licensee-controlled documents. lmplementation of this amendment shall include the relocation of these technical specification requirements to the appropriate documents, as described in the licensee's application dated September 1 1, 1997, and evaluated in the staffs safety evaluation attached to this amendment. The licensee commits to perform visual acceptance examinations of sleeve welds; post weld heat treatment of sleeve welds: and the NRC-recommended inspections of repaired tubes as described in the licensee's application dated March 10, 1997, as supplemented July 28, 1997, September 17, 1997, April 30, 1 998, and January 29, 1999, and evaluated in the staffs safety evaluation attached to this amendment. lmplementation Date The amendment shall be implemented within 60 days from April 14,1997 The amendment shall be implemented within 60 days from December 10. 1997 The amendment shall be implemented within 30 days from January 20, 1998 The amendment shallbe implemented within 60 days from March 26. 1999 Amendment No.. Deleted: Corp Deleted:171 88 98 t. D-1

APPENDIX D ADDITIONAL CONDITIONS OPERATING LICENSE NO. NPF-73 FirstEnergy Nuclear Operating Company, FirstEnergy Nuclear Generation=lLlQ,--QhjC-Ed-r-Sqn Company, and The Toledo Edison Company shall comply with the following conditions on the schedules noted below: Amendment Number 102 Additional Condition The licensee is authorized to relocate certain Technical Specification requirements to licensee-controlled documents. lmplementation of this amendment shall include the relocation of these Technical Specification requirements to the appropriate documents as described in the ficensee's application dated December 24,'1998, as suppfemented June 15, June 17, and July 7, 1999, and evaluated in the staffs evaluation attached to this amendment. On the closing date(s) of the transfers to FENGenCol of their interests in Beaver Valley Power Station, Unit No. 2, Pennsylvania Power Company, The Cleveland Electric llluminating

Company, Ohio Edison Company, and The Toledo Edison Company shall transfer to FENGenGol all of each transferor's respective accumulated decommissioning funds for Beaver Valley Power Station, Unit No. 2, except for funds associated with the leased portions of Beaver Valley Power

Station, Unit No. 2, and tender to FENGenCol additional amounts equal to remaining funds expected to be collected in 2005, as represented in the application dated June 1, 2005, but not yet collected by the time of closing. All of the funds shall be deposited in a separate external trust fund for the reactor in the same amount as received with respect to the unit to be segregated from other assets of FENGenCol and outside its administrative control, as required by NRC regulations, and FENGenCo!

shall take all necessary steps to ensure that this external trust fund is maintained in accordance with the requirements of the order approving the transfer of the license and consistent with the safety evaluation supporting the order and in accordance with the requirements of 10 CFR Section 50.75, "Reporting and recordkeeping for decommissioning planning." lmplementation Date The amendment shallbe implemented within 60 days from August 30, 1 999 The amendment I shallbe implemented within 30 days from December

16. 2005 Deleted: Corp.

Deleted: 171 151 . firrtf""rg" Nr. GenerationJl0 Beaver Valley Unit 2 Amendment No..________...

APPENDIX D ADDITIONAL CONDITIONS OPERATING LICENSE NO. NPF-73 FirstEnergy Nuclear Operating Company, FirstEnergy Nuclear Generatior$lQ, Qftjg EdLqq!- Company, and The Toledo Edison Company shall comply with the following conditions on the schedules noted below: Deleteal: Corp. lmplementation Date The amendment shall be implemented within 30 days frQm December 16,20P5 Amendment Number 151 Beaver Valley Unit 2 - firstEnergv Nucl GenemtionJlA Additional Condition By the date of closing of the transfer of the ownership interests in Beaver Valley Power Station, Unit No. 2 from Pennsylvania Power Company to FENGenCol, FENGenCol shall obtain a parent company guarantee from FirstEnergy in an initial amount of at least $80 million (in 2005 dollars) to provide additional decommissioning funding assurance regarding such ownership interests. Required funding levels shall be recalculated annually and, as necessary, FENGenCol shall either obtain appropriate adjustments to the parent company guarantee or otherwise provide any additional decommissioning funding assurance necessary for FENGenCol to meet NRC requirements under 10 CFR 50.75. The Support Agreements described in the applications dated May 18, 2005 (up to $80 million), and June 1, 2005 (up to $400 million), shall be effective consistent with the representations contained in the applications. FENGenCol shalltake no action to cause FirstEnergy, or its successors and assigns, to void, cancel, or modify the Support Agreements without the prior written consent of the NRC staff, except, however, the $80 million Support Agreement in connection with the transfer of the Pennsylvania Power Company interests may be revoked or rescinded if and when the $400 million support agreement described in the June 1, 2005, application becomes effective. FENGenCol shall inform the Director of the Office of Nuclear Reactor Regulation, in writing, no later than ten days after any funds are provided to FENGenCol by FirstEnergy under either Support Agreement. D-3

APPENDIX D ADDITIONAL CONDITIONS OPERATING LICENSE NO. NPF.73 FirstEnergy Nuclear Operating Company, FirstEnergy Nuclear Generation=lLli,-Qhjp-EdLS_o! Company, and The Toledo Edison Company shall comply with the following conditions on the schedules noted below: Amendment Number 161 Beaver Valley Unit 2 1 6 1 Additional Condition Schedule for New and Revised Surveillance Requirements (SRs) The schedule for performing SRs that are new or revised in Amendment No. 161 shall be as follows: For SRs that are new in this amendment, the first performance is due at the end of the first surveillance interval, which begins on the date of implementation of this amendment. License Amendment No. 161 authorizes the relocation of certain Technical Specifications to other licensee-controlled documents. lmplementation of this amendment shall include relocation of the requirements to the specified documents, as described in (1) Sections 4D and 4E of the NRC staffs Safety Evaluation, and (2) Table LA, Removed DetailChanges, and Table R, Relocated Specifications, attached to the NRC staffs Safety Evaluation, which is enclosed in this amendment. lssuance For SRs that existed prior to this amendment, whose intervals of performance are being reduced, the first reduced surveillance interval begins upon completion of the first surveillance performed after implementation of this amendment. For SRs that existed prior to this amendment, whose intervals of performance are being extended, the first extended surveillance interval begins upon completion of the last surveillance performed prior to implementation of this amendment. For SRs that existed prior to this amendment that have modified acceptance criteria, the first performance subject to the modified acceptance criteria is due at the end of the first surveillance interval that began on the date the surveillance was last performed prior to the implementation of this amendment. Relocation of Certain Technical Specification Requirements lmplementation Date The amendment shallbe implemented within 150 days from date of The amendment shall be implemented within 150 days from date of issuance Amendment No...-,-----_,1-.--. Deleted: Corp. Deleted:171 D-4

APPENDIX D ADDITIONAL CONDITIONS OPERATING LICENSE NO. NPF-73 FirstEnergy Nuclear Operating Company, FirstEnergy Nuclear Generatior$tlQ. Qbjq Edj-qqr-t- -"- Company, and The Toledo Edison Company shall comply with the following conditions on the schedules noted below: Amendment Number 163 Beaver Valley Unit 2 Additional Condition Initial Performance of New Surveillance and Assessment Requirements Upon implementation of Amendment No. 163 adopting TSTF-448, Revision 3, the determination of control room envelope (CRE) unfiltered air inleakage as required by Surveillance Requirement (SR) 3.7.10.4, in accordance with Specification 5.5.14.c(i), the assessment of CRE habitability as required by Specification 5.5.14.c(ii), and the measurement of CRE pressure as required by Specification 5.5.14.d, shall be considered met. Following implemeniation: (a) The first performance of SR 3.7.10.4, in accordance with Specification 5.5.14.c(D, shall be within the specified Frequency of 6 years, plus the 18-month allowance of SR 3.0.2, as measured from the date of the most recent successful tracer gas test, or within the next 18 months if the time period since the most recent successful tracer gas test is greater than 6 years. (b) The first performance of the periodic assessment of CRE habitabillty, Specification 5.5.14.c(ii), shall be within 3 years, plus the 9-month allowance of SR 3.0.2, as measured from the date of the most recent successful tracer gas test, or within the next 9 months if the time period since the most recent successful tracer gas test is greater than 3 years. (c) The firsl performance of the periodic measurement of CRE

pressure, Specification 5.5.14.d, shall be within 18 months, plus the 138 days allowed by SR 3.0.2, as measured from the date of the most recent successful pressure measurement test.

lmplementation Date The amendment shallbe implemented within 120 days from date of issuance Amendment No. r.-__--_____r----' Deleted: Corp. Deleted: 171 D-5 Proposed Davis-Besse Nuclear Power Station, Unit No. 1 Operating License Changes (Mark Up) (Seven Pages Follow)

UNITED STATES NUCLEAR REGULATORY COMMISSION wASHTNGTON, D.C. 20555.{'001 FIRSTENERGY NUCLEAR OPERATING COMPANY FIRSTENERGY NUCLEAR GENERATIO\\_H ....._-1.. DOCKET NO. 50-345 DAVIS-BESSE NUCIJEAR POWER STATION, UNIT NO. 1 FACII,ITY OPERATING I,ICENSE IJicense No. NPF-3 t -. The Nucl-ear Regul-atory Commission (tshe Commission) having found that: c. The application for license filed by FirstEnergy Nuclear Operatsing company (FENOC)I, acting on it.s own behalf and as agent f or FirstBnersy Nuclear ceneratiou - ( r i gglqegg )_ -g-gllpl +g g -y-i-!h the standards and requirements of the Atomic Energry Act of l-954, as amended (the Act), and the Commission's rules and regrulations se! forth in L0 CFR Chapter I and afl reguired notifications to other agencies or bodies have been duly made; Construction of the Davis-Besse Nuclear Power St,ation, Unit No. 1 (the facility) has been substanEialLy completed in conformitsy i"rith Const.ructsion Permit No. CPPR-8o and t.he application, as

amended, the provisions of the Act and tshe rules and regulations of the Commission; The facility will operate in conformity with the application, as

amended, the provisions of the

Act, and the rules and regulations of the Commission; FENOC is authorized to act as agent for FirstEnergy Nuclear ceneralion-I

,L!9-1 -ar1p har qrgl-gi+yg r9?-p-91-giuugy 9tq 9919{9} 9y9{ !!g p4-y-erg+_l .1..'- const.rucEion, operation, and maintenance of tshe facility. AND Deleted: Deleted: corp. Deleted: corp. B. L - 1 Amendment No. Defeted: r52, 228, 270

l -. D. There is reasonable assurance: (i) that the acclvities authorized by this operating License can be conducted without endangering the health and safet.y of the

puJrlic, and (ii) that such activities v/iI1 be conducted in compliance with the rules and reg'ulat.ions of the Commission; E.

The FirstEnergry Nuclear Operaling Company is technically qualified and the l-icensees are financially qualified tso engage in the activities authorized by tshis operating license in accordance with the rules and requlations of Lhe Commission; F. The licensees have satisfied tshe applicable provisions of 10 CFR Part

140, "Financial-Protection Requirementss and fndemniEy Agree-ment.s,,, of the commission,s re$rlations, G.

The issuance of this operating license will not be inimical to the common defense and securit,v or to the health and safetsv of the publ j-c; Aft.er weighing the environmenlal,

economic, technical.,

and other benefj-ts of the facility against environmentsal and oLher costs and considering avaiJ-ab1e alEernat.ives, t.he issuance of Facifity Operat,ing License No. NPF-3 subject to the conditions for prot,ection of the environment set forth herein is in accordance wit.h 1-0 CFR Part 51 (formerly Appendix D Lo 10 CFR Part 50), of the Commissionrs regulations and all applicable reguirements have been sat,isfied; and I. The receipt, possession, and use of

source, byproduct and specj-al nucLear material as authorized by this license will be in accord-ance with the Commissj-on's regrrlations in 10 CFR Part 30, 40, a n d 7 0, i n c l u d i n g l - 0 C F R S e c t i o n s 3 0. 3 3,

4 0. 3 2, 7 0. 2 3, a n d 7 0. 3 1. Facil-ity Operati.ng License No. NPF-3 is hereby issued to FirstEnergry Nucl-ear Operating Company (FENOC), and FirstEnergy Nuclear ceneration- &q to f9?q ?_q lo"1l.o'Fi________._ A. This license applies to the Davis-Besse Nucl-ear Power Stsation, Unit No. l-, a pressurized water nuclear reactor and associated equipment (the facilitsy), owned by FirstsEnergy Nuclear Generation- !L9: ,rh-e--fa-gf]1_ty iF l99e!99 _ot -!t-r-9 ?9\\l!!-y9!!9!Il shore of Lake Erie in Ottsawa County, Ohj.o, approximately 21 miles east of Toledo,

Ohio, and is descrj.bed in the "Final Safety Analysis Report" as supplenented and amended (Amendmenls l-4 uhrough

44) and the Environmental Report as supplemented and amended (Supplements 1 tshrough

2).

AmeDdmen! No. Deleted: com. Defeted: !52, 22s, 270

z - E - Subject to the conditions and requj-rements incorporated

herein, the Commission hereby licenses:

(1) FENOC, pursuant to Sectsion 103 of the Act and l-0 CFR Part 50, "Licensing of Production and Utilization Facilities, " to possess,

use, and operate the facility; FirstBnergry Nucfear ceneratior\\,:ryr

!9 -p9gi9gg !4S _,,_ _-.t---- facilJ-ty at the designatsed locat.ion in Ottawa

County, ohio in accordance with t.he procedures and lirnitsatsions se!

forth in this Iicense; FENOC, pursuant to the Act and L0 CFR Part 70, co receive, possess and use at any time special. nuclear maLerial as reactor

fuel, in accordance with the limitacions for storage and amounts required for reactor operation, as described in the Final Safety Analysis

Report, as supplemented and amended; FENOC, pursuan!

to tshe Act and L0 CFR Parts 30, 40, and 70 to receive, possess and use at any time any byproduct, source and special nuclear material as sealed neutron sources for reactor

startup, sealed sources for reactor instrumentation and radiation monitoring equipments calibration, and as fission detecEors in amounts as r a m r i r a d FENOC, pursuant to the Act and 10 CFR Parts 30, 40 and 70, to receive, possess and use in amounts as reguired any byproduct, source or special nuclear material wichout restriction to chemical or physical

form, for sample analysis or instrument cal-ibrat.ion or associated with radioact.j.ve apparatus or components; and FENOC, pursuanE to the Acts and 10 CFR Parts 30 and 70.

!o

possess, but not

separate, such b1{>roducts and special nucl-ear materials as may be produced by the operation of the facility.

( 2 1 ( 3 ) ( 4 ) t a., Deleted: corp. Deleted:7s2, 228, 270 Amendment No. v_ ......t..,,

A 2.C. This license shall be deemed to contain and is subject to the conditions specified in the following Commission regulations in 10 CFR Chapter I: Part 20, Section 30.34 of Part 30, Section 40.41 ofPart 40, Sections 50.54 and 50.59 ofPart 50, and Section 70.32 ofPart 70; and is subject to all applicable provisions ofthe Act and to the rules, regulations, and orders of the Commission now or hereafter in effect; and is subject to the additional conditions specified or incorporated below: (l) Maximum Power Level FENOC is authorized to operate the facility at steady state reactor core power levels not in excess of 2817 megawatts (thermal). Prior to attaining the power level, Toledo Edison Company shall comply with the conditions identified in Paragraph (3) (o) below and complete the preoperational tests, startup tests and other items identified in Attachment 2 to this license in the sequence specified. Attachment 2 is an integral part of this license. (2) Technical Specifications The Technical Specifications contained in Appendix A, as revi sed through Amendment No*, -4Iq,b9t9!y llgC.pqtqlgd in the license. FENOC shall operate the facility in accordance with the Technical Soecifi cations. (3) Additional Conditions The matters specified in the following conditions shall be completed to the satisfaction of the Commission within the stated time periods following the issuance of the license or within the operational restrictions indicated. The removal of these conditions shall be made by an amendment to the license supported by a favorable evaluation by the Commission: (a) FENOC shall not operate the reactor in operational Modes I and 2 with less than three reactor coolant pumps in operation. (b) Deleted per Amendment 6 (c) Deleted per Amendment 5 Deleted: 280 Deleted:278.279.280 Amendment No.,.,f'

2. C ( 4 ) F i r e P r o t e c t i o n FENoc shall implements and maincain in effect afl provisions of the approved Fire Prot.eclion Program as described in the Updated Safety analysis Report and as approved in tshe SERS datedJuly 25, 1979, and May 30, 199L, suJrject to the following provision. FENOC may make changes to the approved Fire Protection Program without prior approval of the commission only if those changes would not adversely affect the ability Eo achieve and maintsain safe shutdown in the event of a fire. Del-eted per Amendment No. 279. Antitrust Conditions FENoC and FirstEnergy Nucl-ear ceneratiorlE:LU; gbe]l 99Ir]p!y_ ---_t-,--- wilh the antitrust conditions deLineated in Condition 2.8 of Lhis license as i.f named therei.n. FENOC shalI not

market, or broker porrer or energy from the Davis-Besse Nuclear Power Staeion, Unit. No. L.

FirstEnergTy Nuclear Generatiorr, L!11_ 1q 5gqpgnsibl-e and accguntable for the --l----- actions of FENOC to the extent that sai-d actions affect the marketing or brokering of power or energfy from the Davis-Besse Nuclear Pohrer SLation, Units No. 1, and in any way, contravene the antitrust license conditions contained in the license. ( s ) ( 6 ) Deleted: corc Deleted: corp, Defeted: ]-5, 41, r'1 4, 22A, 2'7 o, 27 9 L-5 Amendment No.,-__________ ,+

In accordance with the requirement imposed by the october I,

1975, order of the Unit.ed states court of Appeafs for the District of Columbia Circuit in Nat.ural Resources Defense Council

v.

Nuclear Regulatory Commission, No. 74-1,385 and 74-l-586, that Ehe Nuclear Regulatory Commission "shaf-make any licenses grantsed bet.ween.fuly 21, 1976 and such time when the mandate is issued subject to Ehe outcome of such proceedings herein," this license shalI be subject to the out.come of such proceedings. This license is effective as of the date of issuance and shaIl expire at midnight April 22, 20]-7. Based on the Commission's Order dated Decenber 16, 2005 and conforming AmendmenL No. 270 dated Decedber 15, 2005 regarding the direct. transfer of the License from the Cleveland El-ectric Illuminating Company (CleveLand Electric) and the Tol-edo Edison Company ( Toledo ndi son) to Fi rstEnergy NUqJ_e-4lGenerat ion Corpx___--,-- _--[---- (FENGenCo)4, FirstEnergy Nuclear OperaEing Company and FENGenCor I sha11 comply with the fol]owing conditions noted beLow: On the closing date of tshe transfers to FENGenCol of their interests in Davis-Besse, CLeveland Electric and Toledo Edison shall transfer to FENGenCo: all of each transferor's respective accumulated decommissioning funds for Davis-Besse and tender t.o FENGenCor addit.ional amounEs equal to remaining funds expected to be collected in

2005, as represented in the application dated.fune I,

2005, but not yet collected by the time of closing.

A11 of the funds shall be deposiLed in a separate external trust fund for the reactor in the same amount as received with respect to Ehe unit to be segregated from other assets of FENGenCor and outside its administrative

control, as required by NRC regulations, and FENGenCor sha11 take all necessary steps to ensure EhaE this external-trust fund is maintained in accordance wj-th the requirements of the order approvj-ng the transfer of the license and consistent

$/ith the safeLy eval-uation supporting the order and in accordance with Che reguirements of 10 CFR Section 50.75, "Reporting and recordkeeping for decommissioning plalning. @iltN""t.erc"""."ti. g GenentionJte L - 1 4 Amendment No.,,, Deleted: oracion Deleted: !sr. zio

- 14A-The Supporc Agreement described in tshe application dated June l-, 2005 (up to $400 million). shal,I be effective consistent with the representations contained in tshe application. FENGencol shall take no action to cause FirslEnerg-y, or it,s successors and

assigns, to void,

cancel, or modify the Support Agreement without the prior vrrit.len consent of the NRC sEaff.

FENGenCoa sha1l inform t.he Director of t,he Office of Nuclear Reaccor Regulation, in writing, no later than E.en days after any funds are provided to FENGenCo* by FirstEnergy under either Support Agreement. FOR THE NUCLEAR REGULATORY COMMISSION Original Signed by R. C. DeYoung (for) Roger S. Boyd, Director Division of Project' Management Office of Nucfear Reactsor Regulation Attachments:

1.

Appendices A & B - Technical Specifications

2.

Preoperational

Tests, Startup Tests and Other ftems Which Must Be Completed Prior to proceeding t.o Succeeding Operational Modes Date of Issuance:

(APR 22 L977) . eirstEnersv Nqele qclery'tiq!*LLe-L-L4A Amendment No. Deleted: 270

Attachment 4 Proposed Perry Nuclear Power Plant, Unit No. 1 Operating License Changes (Mark Up) (Eight Pages Follow)

UNITED STATES NUCLEAR REGULATORY COMMISSION wASHtNGTON. D.C. 2955s-0001 FIRSTENERGY NUCLEAR OPERATING COMPANY FI RSTENERGY NUCLEAR GEN ERATIONI.LL. OHIO EDISON COMPANY DOCKET NO. 50-440 PERRY NUCLEAR POWER. PLANT. UNIT NO. 1 FACILITY OPERATING LICENSE

1. The Nuclear Regulatory Commission (the Commission) has found that:

Deleted: CORP. License No. NPF-58 A. The application for license filed by FirstEnergy Nuclear Operating Company (FENOC)I acting on its own behalf and as agent for FirstEnergy Nuclear Generatiorglp ?4d qbiC Deleted: Corp. Edison Company, (licensees) complies with the standards and requirements of the Atomic Energy Act of 1954, as amended (the Act), and the Commission's regulations set forth in 10 CFR Chapter l, and all required notifications to other agencies or bodies have been duly made; B. Construction of the Perry Nuclear Power Plant, Unit No. 1 (the facility), has been substantially completed in conformity with Construction Permit No. CPPR-I48 and the application, as amended, the provisions of the Act, and the regulations of the Commission: 'FENOC is authorized to act as agent for FirstEnergy Nuclear Generation*$_e q-r1d O_lr!-o Edison Company, and has exclusive responsibility and control over the physical construction, operation, and maintenance of the facility. Amendment No.,__ t oeleted: corp.

c D, The facility will operate in conformity with the application, as amended, the provisions of the Act, and the regulations of the Commission (except as exempted from compliance in Section 2.D below); There is reasonable assurance: (l) that the activities authorized by this operating license can be conducted without endangering the health and safety of the public, and (ii) that such activities will be conducted in compliance with the Commission's regulations set forth in 10 CFR Chapter l (except as exempted from compliance in Section 2.D below), The FirstEnergy Nuclear Operating Company is technically qualified to engage in the activities authorized by this license in accordance with the Commission's regulations set forth in 10 CFR Chapter l; The licensees have satisfied the applicable provisions of 10 CFR Part 140, "Financial Protection Requirements and Indemnity Agreements," of the Commission's regulations; The issuance of this license will not be inimical to the common defense and security or to the health and safety of the public; After weighing the environmental,

economic, technical, and other benefits of the facility against environmental and other costs and considering available alternatives, the issuance of this Facility Operating License No. NPF-58, subject to the conditions for protection of the environment set forth in the Environmental Protection Plan attached as Appendix B, is in accordance with 10 CFR Part 51 of the Commission's regulations and all applicable requirements have been satisfied; and The receipt, possession, and use of source, byproduct, and special nuclear material as authorized by this license will be in accordance with the Commission's regulations in 10 CFR Parts 30, 40. and 70.

Based on the foregoing findings regarding this facility, the Partial-lnitial Decisions issued December 2, 1983, and September 3, 1985, by the Atomic Safety and Licensing Board in regard to this facility (affirmed by ALAB-84'l , dated July 25, 1986) and pursuant to approval by the Nuclear Regulatory Commission at a meeting on November 7, 1986, Facility Operating License No. NPF-58, which supersedes the license for fuel loading and low power testing, License No. NPF-45, issued on March 18, 1986, is hereby issued to FirstEnergy Nuclear Operating Company, FirstEnergy Nuclear Generation=lJQ, ilg qbj-o--Eqiegrl Qg['p?'ly, (!be - -_t- -- licensees) to read as follows: A. The license applies to the Perry Nuclear Power Plant, Unit No. 1, a boiling water nuclear reactor and associated equipment (the facility), owned by FirstEnergy Nuclear Generatiorslt1L (_ojvner) etd leaeeq !c qbjc Eqrqq-l Cqrpeny (esqee) (cqlle.cLryely !!'c.1,.. licensees). G. Deleted: Corp. Deleted: Corp. Deleted: 137 Amendment

(3) (4) (5) (6) The facility is located on the shore of Lake Erie in Lake County, Ohio, approximately 35 miles northeast of Cleveland, Ohio, and is described in the licensees' Final Safety Analysis Report, as supplemented and amended, and in the licensees'Environmental Report, as supplemented and amended. Subject to the conditions and requirements incorporated herein, lhe Commission hereby licenses: (1) FENOC, pursuant to Section 103 ofthe Act and 10 CFR Part 50, to possess, use, and operate the facility at the designated location in Lake County, Ohio, in accordance with the procedures and limitations set forth in this license; (2) FirstEnergy Nuclear Generatiorr=llQ-and-9hiq ECiC-on QSlrlp41y, t9 pS9s9-s9 !l-e _l facility at the designated location in Lake County, Ohio, in accordance with the procedures and limitations set forth in this license; FENOC, pursuant to the Act and 10 CFR Parl70,lo receive, possess, and use at any time special nuclear material as reactor fuel, in accordance with the limitations for storage and amounts required for reactor operation, as described in the Final Safety Analysis Report, as supplemented and amended; FENOC, pursuant to the Act and 10 CFR Parts 30, 40, and 70, to receive, possess, and use at any time any byproduct, source, and special nuclear material such as sealed neutron sources for reactor startup, sealed sources for reactor instrumentation and radiation monitoring equipment calibration, and fission detectors in amounts as required; FENOC, pursuant to the Act and 10 CFR Parts 30, 40, and 70, to receive, possess, and use in amounts as required any byproduct, source, or special nuclear material without restriction as to chemical or physical form, for sample analysis or instrument calibration or associated with radioactive apparatus or components; and FENOC, pursuant to the Act and 10 CFR Parts 30, 40, and 70, to possess, but nol separate, such byproduct and special nuclear materials as may be produced by the operation of the facility. (7Xa) Ohio Edison Company is authorized to transfer any portion of its 30.0% ownership share of PNPP Unit 1 and a proportionate share of its interesl in the PNPP common facilities to certain equity investors identified in ils submission of January 23, 1987, as supplemented on March 3, 1987, and at the same time to lease back from such purchasers such interest sold in the PNPP Unit I facility. The term of the lease is for approximately 29/zyears subject to a right of Amendment No., Deletedl Corp. Deleted: 137 renewal. Such sale and leaseback transactions are subject to the representations and conditions set forth in the above mentioned application of January 23, 1987, as supplemented on March 3, 1987, as well as the letter of the Director of the Office of Nuclear Reactor Regulation dated March 16, 1987, consenting to such transactions. Specifically, a lessor and anyone else who may acquire an interest under these transactions are prohibited from exercising directly or indirectly any control over the licenses of PNPP Unit 1. For purposes of this condition the limitations of 10 CFR 50.81, as now in effect and as may be subsequently

amended, are fully applicable to the lessor and any successor in interest to that lessor as long as the license for PNPP Unit 1 remains in effect; these financial transactions shall have no effect on the license for the Perry Nuclear facility throughout the term of the license.

(b) Further, the licensees are also required to notify the NRC in writing prior to any change in: (i) the terms or conditions of any lease agreements executed as part of these transactions, (ii) the PNPP Operating Agreement; (iii) the existing property insurance coverage for PNPP Unit 1; and (iv) any action by a lessor or others that may have an adverse effect on the safe operation of the facility. This license shall be deemed to contain and is subject to the conditions specified in the Commission's regulations set forth in 10 CFR Chapter I and is subject to all applicable provisions of the Act and to the rules, regulations, and orders of the Commission now or hereafter in effect; and is subject to the additional conditions specified or incorporated below: (1) Maximum Power Level FENOC is authorized to operate the facility at reactor core power levels not in excess of 3758 megawatts thermal (100% power) in accordance with the conditions specified herein. (2) TechnicalSpecifications The Technical Specifications contained in Appendix A and the Environmental Protection Plan contained in Appendix B, as ievised through Amendment No. -________--_---l are hereby incorporated into the license. FENOC shall operate the facility in accordance with the Technical Specifications and the Environmental Protection Plan (3) AntitrustConditions

a. FirstEnergy Nuclear ceneratio1=tlQ 49 O!!9 _Eqj99!

Q-qryqly Amendment No..__-_,-_-- -_.r-Deleted: 155 Deleted: Corp. Deleted3 155

_ 6 _ shall comply with the antitrusl conditions delineated in Appendix C to this license; Appendix C is hereby incorporated into this license.

b. FENOC shall comply with the antitrust conditions delineated in Appendix C to this license as if named therein. FENOC shall not market or broker power or energy from the Perry Nuclear Power Plant, Unit No. 1. The Owners are responsible and accountable for the actions of FENOC to the extent that said actions affect the marketing or brokering of power or energy from the Perry Nuclear Power Plant, Unit No. 1, and in any way, contravene the antitrust condition contained in the license.

Deleted Deleted Fire Protection (Section 9.5. SER. SSER #'1. 2. 3. 4. 7. and 8) FENOC shall comply with the following requirements of the fire protection program: FENOC shall implement and maintain in effect all provisions of the approved fire protection program as described in the Final Safety Analysis Report, as amended, for the Perry Nuclear Power Plant and as approved in the Safety Evaluation Report (NUREG-0887) dated May 1982 and Supplement Nos. 1 through 10 thereto, subject to the following provisions:

a. FENOC may make changes to the approved fire protection program without prior approval of the Commission only if those changes would not adversely affect the ability to achieve and maintain safe shutdown in the event of a fire.

(7) Deleted (8) Deleted (9) Deleted (10) Deleted (1 1 ) Mitiqation Strateqv License Condition The licensee shall develop and maintain strategies for addressing large fires and explosions and that include the follow key areas: (a) Fire fighting response strategy with the following elements:

1.

Predefined coordinated fire response strategy and guidance

2.

Assessment of mutual aid fire fighting assets

3.

Designated slaging areas for equipment and materials ruo cunltcEs rHts pnc Amendment No. 137 Revised by letter dated July 11,2007 (4) (5) (6)

H. This license is effective as of the date of issuance and shall expire at midnight on March 18, 2026.

3. Based on the Commission's Order dated November 15, 2005 and the Commission's revised Order dated December 16, 2005 and conforming Amendment No. 137 dated December 16, 2005 regarding the direct transfer of the license from Pennsylvania Power Company, Ohio Edison Company, OES Nuclear, Inc., The Cleveland Electric llluminating Company, and the Toledo Edison Company, to FirstEnergy NuclealGeneration Corp. (FENGenCo)1, FirstEnergy Nuclear Operating Company and FirstEnergy Nuclear Generation Corp.l shall comply with the following conditions noted below:

A. On the closing date(s) of the transfers to FENGenCol of their interests in Perry, Pennsylvania Power Company, The Cleveland Electric llluminating Company, Ohio Edison Company, OES Nuclear, Inc., and Toledo Edison Company shall transfer to FENGenCol all of each transferor's respective accumulated decommissioning funds for Perry, except for funds associated with the leased porlions of Perry, and tender to FENGenCol additional amounts equal to remaining funds expected to be collected in 2005, as represented in the application dated June 1,2005, but not yet collected by the time of closing. All of the funds shall be deposiled in a separate exernal trust fund for the reactor in the same amount as received with respect to the unil to be segregated from other assets of FENGenCoi and outside its administrative control, as required by NRC regulations, and FENGenCol shall take all necessary steps to ensure that this external trust fund is maintained in accordance with the requirements of the order approving the transfer of the license and consistent with the safety evaluation supporting the order and in accordance with the requirements of 10CFR Section 50.75, "Reporting and recordkeeping for decommissioning planning." B. By the date of closing of the lransfer of the ownership interests in Perry from Pennsylvania Power Company to FENGenCol, FENGenCol shall obtain a parent company guarantee from FirstEnergy in an initial amount of at least $80 million (in 2005 dollars) to provide additional decommissioning funding assurance regarding such ownership interests. Required funding levels shall be recalculated annually and, as necessary, FENGenCol shall either obtain appropriate adjustments lo the parent company guarantee or otherwise provide any additional. decommissioning funding assurance necessary for FENGenCo: to meet NRC requirements under 10 CFR 50.75. Amendment No.,_____--,-- -_____.r-The Support Agreements described in the applications dated May 18, 2005 (up to $80 million), and June 1, 2005 (up lo $400 million), shall be effective consistent with the representations contained in the applications. FENGenCol shall take no action to cause FirstEnergy, or its successors and assigns, to void, cancel, or modify the Support Agreements without the prior written consent of the NRC staff, except, however, the $80 million Support Agreement in connection with the transfer of the Penn Power interests may be revoked or rescinded if and when the $400 million support agreement described in the June 1,2005, application becomes effective. FENGenCol shall inform the Director of the Office of Nuclear Reactor Regulation, in writing, no later than ten days after any funds are provided to FENGenCol by FirstEnergy under either Support Agreement. FOR THE NUCLEAR REGULATORY COMMISSION ORIGINAL SIGNED BY: Harold R. Denton, Director Office of Nuclear Reactor Regulation Attachments/Ap pendices

l. A t t a ch me n lsl-2

2. Appendix A - Technical Specifications (NUREG -1204)

3. Appendix B - Environmental Protection Plan

4. Appendix C - Antitrust Conditions Date of lssuance: November 13, 1986 TirstgnerqyXuclear Genera Generalion*Ite Amendment No.,,-

APPENDIX C PERRY NUCLEAR POWER PLANT. UNIT NO. 1 NPF-58 ANTITRUST CONDITIONS FOR FIRSTENERGY NUCLEAR GENERATION_LLC ,J OHIO EDISON COMPANY A. The licensees are subject to the following antitrust conditions: Definitions Applicants shall mean the two companies listed above. Entitv shall mean any electric generation and/or distribution system or municipality or cooperative with a stalutory right or privilege to engage in either of these functions. Wheelinq shall mean transportation of electricity by a utility over ils lines for another utility, including the receipl from and delivery to another system of like amounts but not necessarily the same energy. Federal Power Commission, The 1970 National Power Survev, Part 1, P. 1-24-8. Licensinq Conditions (1) Applicants shall not condition the sale or exchange of wholesale power or coordination services upon the condition that any other entity: (a) enter into any agreement or underslanding restricting the use of or alienation of such energy or services to any customers or territories; (b) enter into any agreement or understanding requiring the reeeiving entity to, give up any other power supply alternatives or to deny itself any market opportunities; (c) withdraw any,petition to intervene or forego participation in any proceeding before the Nuclear Regulatory Commission or refrain from instigating or prosecuting any antitrust action in any other forum. Amendment No., Deleted: CORP. Deleteds 137

Attachment 5 Proposed Beaver Valley Power Station, Unit No. 1 Operating License Changes (Re{yped - For lnformation Only) (Nine Pages Follow)

UNITED STATES NUCLEAR REGULATORY COMMISSION WASHlNGTON, D.C. 20555-0001 FIRSTENERGY NUCLEAR OPERATING COMPANY FIRSTENERGY NUCLEAR GENERATION. LLC DOCKET NO. 50-334 BEAVER VALLEY POWER STATION. UN]T NO. 1 RENEWED FACILITY OPERATING LICENSE Proposed Page 1. License No. DPR-66 The Nuclear Regulatory Commission (the Commission) having found that: A. The application to renew Facility Operating License No. DPR-66, filed by FirstEnergy Nuclear Operating Company (FENOC)- acting on its own behalf and as agent for FirstEnergy Nuclear Generation, LLC (the licensees) 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 1, and all required notifications to other agencies or bodies have been duly made; B. Construction of the Beaver Valley Power Station, Unit No. 1 (facility), has been substantially completed in conformity with Construction Permit No. CPPR-75 and the application, as amended, the provisions of the Act and the rules and regulations of the Commission; C. The facility will operate in conformity with the application, the provisions of the Act, and the rules and regulations of the Commission; D. There is reasonable assurance: (i) that the activities authorized by this renewed operating license can be conducted without endangering the health and safety of the public, and (ii) that such activities will be conducted in compliance with the rules and regulations of the Commission; E. FENOC is technically qualified and the licensees are financially oualified to engage in the activities authorized by this renewed operating license in accordance with the rules and regulations of the Commission; F. The licensees have satisfied the applicable provisions of 10 CFR Part140, "Financial Protection Requirements and Indemnity Agreements," of the Commission's regulations;

• FENOC is authorized to act as agent for FirstEnergy Nuclear Generation, LLC, and has exclusive responsibility and control over the physical construction, operation, and maintenance of the facility.

Amendment No. Renewed Operating License DPR-66 Proposed Page 2. G. The issuance of this renewed operating license will not be inimical to the common defense and security or to the health and safety of the public; H. After weighing the environmental,

economic, technical and other benefits of the facility against environmental and other costs and considering available alternatives, the issuance of Renewed Facility Operating License No. DPR-66 is in accordance with 10 CFR Part 51 (formerly Appendix D of 10 CFR Part 50) of the Commission's regulations and all applicable requirements have been satisfied; and L

The receipt, possession, and use of source, by-product, and special nuclear material as authorized by this renewed operating license will be in accordance with the Commission's regulations in 10 CFR Parts 30, 40, and 70, including 10 CFR Sections 30.33, 40.32,70.23, and 70.31. J. Actions have been identified and have been or will be taken with respect to: (1) managing the effects of aging on the functionality of structures and components that have been identified to require review under 10 CFR 5a.21(a)(1) during the period of extended operation, and (2) time-limited aging analyses that have been identified to require review under 10 CFR 54.21(c), such that there is reasonable assurance that the activities authorized by this renewed operating license will continue to be conducted in accordance with the current licensing basis, as defined in 10 CFR 54.3 for the facility, and that any changes made to the facility's current licensing basis in order to comply with 10 CFR 5a.29(a) are in accordance with the Act and the Commission's regulations; Renewed Facility Operating License No. DPR-66 is hereby issued to FENOC and FirstEnergy Nuclear Generation, LLC to read as follows: A. This renewed license applies to the Beaver Valley Power Station, Unit No. 1, a pressurized water nuclear reactor and associated equipment (the facility), owned by FirstEnergy Nuclear Generation, LLC, and operated by FENOC. The facility is located in Beaver County, Pennsylvania, on the southern shore of the Ohio River, and is described in the "Updated Final Safety Analysis Report" as supplemented and amended and the Environmental Report as supplemented and amended. B. Subject to the conditions and requirements incorporated herein, the Commission hereby licenses: (1) FENOC, pursuant to Section 104b of the Act and 10 GFR Part 50, "Licensing of Production and Utilization Facilities," to possess, use, and operate the facility, and FirstEnergy Nuclear Generation, LLC to possess the facility at the designated location in Beaver County, Pennsylvania in accordance with the procedures and limitations set forth in this renewed license; FENOC, pursuant to the Act and 10 CFR Part 70, to receive, possess, and use at any time special nuclear material as reactor fuel, in accordance with the limitations for storage and amounts required for reactor operation, as described in the Updated Final Safety Analysis Report, as supplemented and amended; Amendment No. Renewed Operating License DPR-66 (2) Beaver Valley Unit 1 (3) FENOC, pursuant to the Act and 10 CFR Parts 30, 40 and 70, to receive, possess and use at any time any byproduct, source and special nuclear material as sealed neutron sources for reactor startup, sealed sources for reactor instrumentation and radiation monitoring equipment calibration, and as fission detectors in amounts as required; (4) FENOC, pursuant to the Act and 10 CFR Parts 30, 40 and 70, to receive, possess and use in amounts as required any byproduct, source, or special nuclear materialwithout restriction to chemical or physicalform, for sample analysis or instrument calibration or associated with radioactive apparatus or components; (5) FENOC, pursuant to the Act and 10 CFR Parts 30, 40, and 70, to possess, but not separate, such byproduct and special nuclear materials as may be produced by the operation of the facility. This renewed operating license shall be deemed to contain and is subject to the conditions specified in the following Commission regulations in 10 CFR Chapter 1: Part 20, Section 30.34 of Part 30, Section 40.41of Part 40, Sections 50.54 and 50.59 of Part 50, and Section 70.32 of Part 70; and is subject to all applicable provisions of the Act and to the rules, regulations, and orders of the Commission now or hereafter in effect; and is subject to the additional conditions specified or incorporated below: (1) Maximum Power Level FENOC is authorized to operate the facility at a steady state reactor core power level of 2900 megawatts thermal. (2) Technical Specifications The Technical Specifications contained in Appendix A, as revised through Amendment No., are hereby incorporated in the license. The licensee shall operate the facility in accordance with the Technical Specifications. (3) Auxiliarv River Water Svstem (Deieteei by Amendmeni irio. 6) Amendment No. Renewed Operating License DPR-66 Proposed Page c. Beaver Valley Unit 1

-6 Proposed Page (10) AdditionalConditions The Additional Conditions contained in Appendix C, as revised through Amendment No., are hereby incorporated into this license. FENOC shall operate the facility in accordance with the Additional Conditions. (11) Mitiqation Strateov License Condition The licensee shall develop and maintain strategies for addressing large fires and explosions and that include the following key areas: (a) Fire fighting response strategy with the following elements:

1.

Pre-defined coordinated fire response strategy and guidance

2.

Assessment of mutual aid fire fighting assets

3.

Designated staging areas for equipment and materials

4.

Command and control

5.

Training of response personnel (b) Operations to mitigate fuel damage considering the following:

1.

Protection and use of personnel assets

2.

Communications

3.

Minimizing fire spread

4.

Procedures for implementing integrated fire response strategy

5.

ldentification of readily-available pre-stagedequipment

6.

Training on integrated fire response strategy

7.

Spent fuel pool mitigation measures (c) Actions to minimize release to include consideration of:

1.

Water spray scrubbing

2.

Dose to onsite responders Amendment No. Renewed Operating License DPR-66 Beaver Valley Unit 1

APPENDIX C ADDITIONAL CONDITIONS OPERATING LICENSE NO. DPR-66 Proposed Page FirstEnergy Nuclear Operating Company and FirstEnergy Nuclear Generation, LLC shatl comply with I the following conditions on the schedules noted below: I Amendment Additional Condition Number lmplementation Date 202 The licensee is authorized to relocate certain The amendment Technical Specification requirements to licensee-shall be controlled documents. lmplementation of this implemented within amendment shall include the relocation of these 60 days from technical specification requirements to the April14,1997 appropriate documents, as described in the licensee's application dated September 9, 1996, and evaluated in the staffs safety evaluation attached to this amendment. 2Og The licensee is authorized to relocate certain The amendment Technical Specification requirements to licensee-shall be controlled documents. lmplementation of this implemented within amendment shall include the relocation of these 60 days from technical specification requirements to the December

10. 1997 appropriate documents, as described in the licensee's application dated March 14, 1997, as supplemented July 29 and August 13, 1997, and evaluated in the staffs safety evaluation attached to this amendment.

210 The licensee is authorized to relocate certain The amendment Technical Specification requirements to licensee-shall be controlled documents. lmplementation of this implemented within amendment shall include the relocation of these 30 days from technical specification requirements to the appropriate documents, as described in the licensee's application dated September 11, 1997, and evaluated in the staffs safety evaluation atiaeheci io this amendment. January 20, 1998 c-1 Beaver Valley Unit 1 Amendment No. I

APPENDIX C Additional Condition The licensee is authorized to relocate certain Technical Specification requirements to licensee-controlled documents. lmplementation of this amendment shall include the relocation of these Technical Specification requirements to the appropriate documents as described in the licensee's application dated December 24, 1998, as supplemented June 15, June 17, and July 7, 1999, and evaluated in the staffs safety evaluation attached to this amendment. On the closing date(s) of the transfers to FENGenCo* of their interests in Beaver Valley Power Station, Unit No. 1, Pennsylvania Power Company and Ohio Edison Company shall transfer to FENGenCo* all of each transferor's respective accumulated decommissioning funds for Beaver Valley Power Station, Unit No. 1, and tender to FENGenCo* additional amounts equal to remaining funds expected to be collected in 2005, as represented in the application dated June 1, 2005, but not yet collected by the time of closing. All of the funds shall be deposited in a separate external trust fund for the reactor in the same amount as received with respect to the unit to be segregated from other assets of FENGenCo* and outside its administrative

control, as required by NRC regulations, and FENGenCo*

shall take all necessary steps to ensure that this external trust fund is maintained in accordance with the requirements of the order approving the transfer of the iicense and consisient wiih the saiety evaiuaiion supporting the order and in accordance with the requirements of 10 CFR Section 50.75, "Reporting and recordkeeping for decommissioning planning." Proposed Page ADDITIONAL CONDITIONS OPERATING LICENSE NO. DPR-66 FirstEnergy Nuclear Operating Company and FirstEnergy Nuclear Generation, LLC shall comply with the following conditions on the schedules noted below. Amendment Number 225 269 lmplementation Date The amendment shall be implemented within 60 days from August 30, 1999 The amendment shall be implemented within 30 days from December 16, 2005 " FirstEnergy Nuclear Generation Corp. (FENGenCo) has been renamed FirstEnergy Nuclear Generation. LLC. Beaver Valley Unit 1 c-2 Amendment No.

APPENDIX C ADDITIONAL CONDITIONS OPERATING LICENSE NO. DPR-66 FirstEnergy Nuclear Operating Company and FirstEnergy Nuclear Generation, LLC shall comply with the following conditions on the schedules noted below: Proposed Page Amendment Number 269 . FrrstEnergy Nuclear Generation Corp. Generation. LLC. Additional Condition By the date of closing of the transfer of the ownership interests in Beaver Valley Power Station, Unit No. 1 from Pennsylvania Power Company to FENGenCo*, FENGenCo* shall obtain a parent company guarantee from FirstEnergy in an initial amount of at least $80 million (in 2005 dollars) to provide additional decommissioning funding assurance regarding such ownership interests. Required funding levels shall be recalculated annually and, as necessary, FENGenCo* shall either obtain appropriate adjustments to the parent company guarantee or otheruvise provide any additional decommissioning funding assurance necessary for FENGenCo* to meet NRC requirements under 10 CFR 50.75. The Support Agreements described in the applications dated May 18, 2005 (up to $80 million), and June 1, 2005 (up to $400 million), shall be effective consistent with the representations contained in the applications. FENGenCo* shalltake no action to cause FirstEnergy, or its successors and assigns, to void, cancel, or modify the Support Agreements without the prior written consent of the NRC staff, except, however, the $80 million Support Agreement in connection with the transfer of the Pennsylvania Power Company interests may be revoked or rescinded if and when the $400 million support agreement described in the June 1, 2005, application becomes effective. FENGenCo" shall inform the Director of the Office of Nuclear Reactor Reguiation, in writing, no iater than ten ciays after any funds are provided to FENGenCo* by FirstEnergy under either Support Agreement. lmplementation Date The amendment shall be implemented within 30 days from December

16. 2005 (FENGenCo) has been renamed FirstEnergy Nuclear Beaver Valley Unit 1 c-3 Amendment No.

APPENDIX C ADDITIONAL CONDITIONS OPERATING LICENSE NO. DPR-66 FirstEnergy Nuclear Operating Company and FirstEnergy Nuclear Generation, LLC shall comply with the following conditions on the schedules noted below: Proposed Page Amendment Number 278 278 Additional Condition Schedule for New and Revised Surveillance Requirements (SRs) The schedule for performing SRs that are new or revised in Amendment No. 278 shall be as follows: For SRs that are new in this amendment, the first performance is due at the end of the first surveillance

interval, which begins on the date of implementation of this amendment.

For SRs that existed prior to this amendment, whose intervals of performance are being reduced, the first reduced surveillance interval begins upon completion of the first surveillance performed after implementation of this amendment. For SRs that existed prior to this amendment, whose intervals of performance are being extended, the first extended surveillance interval begins upon completion of the last surveillance performed prior to implementation of this amendment. For SRs that existed prior to this amendment that have modified acceptance criteria, the first performance subject to the modified acceptance criteria is due at the end of the first surveillance interval that began on the date the surveillance was last performed prior to the implementation of this amendment. Relocation of Certain Technical Specification Requirements License Amendment No. 278 authorizes the relocation of certain Technical Specifications to other licensee-controlled documents. lmplementation of this amendment shall include relocation of the requirements to the specified documents, as described in (1) Sections 4D and 4Eof the NRC staffs Safety Evaluation, and (2) Table LA, Removed Detail Changes, and Table R, Relocated Specifications, attached to the NRC staffs Safety Evaluation, which is enclosed in this amendment. lmplementation Date The amendment shall be implemented within 150 days from date of issuance The amendment shall be implemented within 150 days from date of issuance Beaver Valley Unit 1 c-4 Amendment No.

Proposed Page APPEND]X C ADDITIONAL CONDITIONS OPERATING LICENSE NO. DPR-66 FirstEnergy Nuclear Operating Company and FirstEnergy Nuclear Generation, LLC shall comply with the following conditions on the schedules noted below: Amendment Number 281 Additional Condition Initial Performance of New Surveillance and Assessment Requirements Upon implementation of Amendment No. 281 adopting TSTF-448, Revision 3, the determination of control room envelope (CRE) unfiltered air inleakage as required by Surveillance Requirement (SR) 3.7.10.4, in accordance with Specification 5.5.14.c(i), the assessment of CRE habitability as required by Specification 5.5.14.c(ii), and the measurement of CRE pressure as required by Specification 5.5.14.d, shall be considered met. Following implementation: (a) The first performance of SR 3.7.10.4, in accordance with Specification 5.5.14.c(i), shall be within the specified Frequency of 6 years, plus the 18-month allowance of SR 3.0.2, as measured from the date of the most recent successful tracer gas test, or within the next 18 months if the time period since the most recent successful tracer gas test is greater than 6 years. (b) The first performance of the periodic assessment of CRE habitability, Specification 5.5.14.c(ii), shall be within 3 years, plus the 9-month allowance of SR 3.0.2, as measured from the date of the most recent successful tracer gas test, or within the next 9 months if the time period since the most recent successful tracer gas test is greater than 3 years. (c) The first performance of the periodic measurement of CRE - t f : - L l plessur-e, Specification 5.5.i4.cj, shaii be wiihin i8 i-r-ronths, plus the 138 days allowed by SR 3.0.2, as measured from the date of the most recent successful pressure measurement test. lmplementation Date The amendment shall be implemented within 120 days from date of issuance Beaver Valley Unit 1 c-5 Amendment No. Proposed Beaver Valley Power Station, Unit No. 2 Operating License Changes (Retyped - For Information Only) (Eleven Pages Follow)

UNITED STATES NUCLEAR REGULATORY COMMISSION WASHINGTON, D.C. 20555-0001 FIRSTENERGY NUCLEAR OPERATING COMPANY FIRSTENERGY NUCLEAR GENERATION. LLC OHIO EDISON COMPANY THE TOLEDO EDISON COMPANY DOCKET NO. s0-412 License No. NPF-73 The Nuclear Regulatory Commission (the Commission or the NRC) has found that: The application to renew Facility Operating License No' NPF-73 filed by FirstEnergy Nuclear Operating bompany (FENOC)" acting on its own behalf and as agent ior FirstEnergy Nuclear Generation, LLC, Ohio Edison Company, and The Toledo Edison company (the licensees), complies with the standards and requirements of the Atomic Energy Act of 1954, as amended (the Act), and the Commission's regulations set forth in 10 CFR Chapter l, and all required notifications to other agencies or bodies have been duly made; Construction of the Beaver Valley Power Station, Unit 2 (the facility), has been substantially completed in conformity with Construction Permit No. CPPR-105 and the applicatlon, as amended, the provisions of the Act, and the regulations of the Commission; The facility will operate in conformity with the application, the provisions of the Act, and the regulations of the Commission (except as exempted from compliance in Section 2.D. below); There is reasonable assurance: (i) that the activities authorized by this renewed operating license can be conducted without endangering the health and safety of the publ'rc and (ii) that such activities will be conducted in compliance with the. Commission's regulations set forth in 10 CFR Chapter l (except as exempted from ccrmplianee !n -Seetion 2.D. below); Amendment No. Renewed OPerating License NPF-73 Proposed Page 1. A. B. C. D. .FENOC is authorized to act as agent for FirstEnergy Nuclear Generation, LLC, Ohio Edison Company, and The Toledo Edison Company-and has exclusive responsibility and control over the physical construction, operation, and maintenance of the facility. BEAVER VALLEY POWER STATION, UNIT 2 FENOC is technically qualified to engage in the activities authorized by this renewed operating license in accordance with the Commission's regulations set forth in 10 CFR Chapter l; The licensees have satisfied the applicable provisions of 10 CFR Part 140, "Financial Protection Requirements and lndemnity Agreements," of the Commission's regulations; G. The issuance of this renewed operating license will not be inimical to the common defense and security or to the health and safety of the public; After weighing the environmental, economic, technical, and other benefits of the facility against environmental and other costs and considering available alternatives, the issuance of this Renewed Operating License No. NPF-73 is subject to the conditions for protection of the environment set forth in the Environmental Protection Plan attached as Appendix B, is in accordance with 10 CFR Part 51 of the Commission's regulations, and all applicable requirements have been satisfied; The receipt, possession and use of source, byproduct and special nuclear material as authorized by this license will be in accordance with the Commission's regulations in 10 CFR Parts 30,40, and 70. Actions have been identified and have been or will be taken with respect to: (1) managing the effects of aging on the functionality of structures and components that have been identified to require review under 10 CFR 54.21(aX1) during the period of extended operation, and (2) time-limited aging analyses that have been identified to require review under 10 CFR 54.2Uc), such that there is reasonable assurance that the activities authorized by this renewed operating license will continue to be conducted in accordance with the current licensing basis, as defined in 10 CFR 54.3 for the facility, and that any changes made to the facility's current licensing basis in order to comply with 10 CFR 54.29(a) are in accordance with the Act and the Commission's regulations; l. Renewed Facility Operating License NPF-73 is hereby issued to FENOC, FirstEnergy Nuclear Generation, LLC, Ohio Edison Company, and The Toledo Edison Company (the licensees) to read as follows: This renewed license applies to the Beaver Valley Power Station, Unit 2, a pressurized water reactor and associated equipment (the facility), owned by Fit"stEnergy, Nuclear Generation, LLC (owner"). leased to Ohio Fdison Comoany (lessee), and The Toledo Edison Company (lessee) and operated by FENOC (collectively the licensees). The facility is located on the licensees' site on the southern shore of the Ohio River in Beaver County, Pennsylvania, approximately 22 miles northwest of Pittsburgh and 5 miles east of East Liverpool, Ohio, and is described in FENOC's Updated Final Safety Analysis Report, as supplemented and amended, and in its Environmental Report, as supplemented and amended; Subject to the conditions and requirements incorporated herein, the Commission hereby licenses: (1) Pursuant to Section 103 of the Act and 10 CFR Part 50, FENOC to

possess, use, and operate the facility at the designated location in Beaver County, Pennsylvania, in accordance with the procedures and limitations set forth in this license:

Amendment No. Renewed Operating License NPF-73 Proposed Page E. F. H. J 2. A. B. Beaver Valley Unit 2 Pursuant to the Act and 10 CFR Part 50, FirstEnergy Nuclear Generation, LLC, Ohio Edison Company, and The Toledo Edison Company to possess the facility at the designated location in Beaver County, Pennsylvania, in accordance with the procedures and limitations set forth in the license; Pursuant to the Act and 10 CFR Part 70, FENOC, to receive, possess, and use at any time special nuclear material as reactor fuel, in accordance with the limitations for storage and amounts required for reactor operation, as described in the Updated Final Safety Analysis Report, as supplemented and amended; Pursuant to the Act and 10 CFR Parts 30, 40, and 70, FENOC to receive, possess, and use at any time any byproduct, source, and special nuclear material such as sealed neutron sources for reactor startup, sealed sources for reactor instrumentation and radiation monitoring equipment calibration, and as fission detectors in amounts as required; Pursuant to the Act and 10 CFR Parts 30, 40, and 70, FENOC to receive,

possess, and use in amounts as required any byproduct, source, or special nuclear materialwithout restriction to chemical or physical

form, for sample analysis or instrument calibration or other activity associated with radioactive apparatus or components; Pursuant to the Act and 10 CFR Parts 30, 40, and 70, FENOC to

possess, but not separate, such byproduct and special nuclear materials as may be produced by the operation of the facility authorized herein.

Ohio Edison Company and The Toledo Edison Company are authorized to transfer any portion of their respective leased interests in BVPS Unit 2 and a proportionate share of their leased interests in the BVPS common facilities to certain potential investors identified in their submittals of July 14, 16,22 and 31, and September 14,17 and 18, 1987, and at the same time to lease back from such purchasers such interest transferred in the BVPS Unit 2 facility. The term of the lease is for approximately 29-112 years subject to a right of renewal. Such sale and l ^ ^ ^ ^ l ^ a ^ l, + - ^ ^ ^ ^ ^ r i ^ ^ , t ^ i ^ ^ l + ^ + t ^ ^ - ^ ^ - ^ ^ ^ ^ l ^ + ; ^ * ^ ^ ^ l lsc>s-c'st\\ !.!.:! !><!Lt!U! !> 4! g Dr-lL'j=rrr rl.,! t! lg ! gPl sDsl ll-lLlul l+ c! !u conditions set forth in the aforementioned submittals. Specifically, a lessor and anyone else who may acquire an interest under these transactions are prohibited from exercising directly or indirectly any control over the license of BVPS Unit 2. For purposes of this condition the limitations in 10 CFR 50.81, as now in effect and as may be subsequently

amended, are fully applicable to the lessor and any successor in interest to that lessor as long as the license for BVPS Unit 2 remains in effect; these financial transactions shall have no effect on the license for the BVPS Unit 2 facility throughout the term of the license.

Amendment No. Renewed Operating License NPF-73 Proposed Page (2) (3) (4) (5) (6) (7) (a) Beaver Valley Unit 2 (b)

Further, the licensees are also required to notify the NRC in writing prior to any change in. (i) the term or conditions of any lease agreements executed as part of these transactions; (ii) the BVPS Operating Agreement, (iii) the existing property insurance coverage for BVPS Unit 2, and (iv) any action by a lessor or others that may have adverse effect on the safe operation of the facility.

This renewed operating license shall be deemed to contain and is subject to the conditions specified in the following Commission regulations set forth in 10 CFR Chapter 1 and is subject to all applicable provisions of the Act and to the rules, regulations, and orders of the Commission now or hereafter in effect; and is subject to the additional conditions specified or incorporated below: (1) Maximum Power Level FENOC is authorized to operate the facility at a steady state reactor core power level of 2900 megawatts thermal. (2) Technical Specifications The Technical Specifications contained in Appendix A, as revised through Amendment No., and the Environmental Protection Plan contained in Appendix B, both of which are attached hereto are hereby incorporated in the license. FENOC shall operate the facility in accordance with the Technical Specifications and the Environmental Protection Plan. Proposed Page C. Amendment No. Renewed Operating License NPF-73 Beaver Valley Unit 2 (8) Detailed Control Room Desiqn Review (DCRDR) Deleted (9) Safetv Parameter Displav Svstem (SPDS) Deleted (10) Fire Protection Modifications (Section 9.5.1 of SER Supplement 6) Deleted (11) AdditionalConditions The Additional Conditions contained in Appendix D, as revised through I Amendment No., are hereby incorporated into this license. FENOC I shall operate the facility in accordance with the Additional Conditions. (12) Steam Generator Surveillance lnterval Extension Deleted (13) Mitioation Strateqv License Condition The licensee shall develop and maintain strategies for addressing large fires and explosions and that include the following key areas: (a) Fire fighting response strategy with the following elements:

1.

Pre-defined coordinated fire response strategy and guidance

2.

Assessment of mutual aid fire fighting assets

3.

Designated staging areas for equipment and materials

4.

Command and control

5.

Training of response personnel (b) Operations to mitigate fuel damage considering the following:

1.

Protection and use of personnel assets

2.

Communications

3.

Minimizing fire spread

4.

Procedures for implementing integrated fire response strategy

5.

ldentification of readily-available pre-staged equipment

6.

Training on integrated fire response strategy

7.

Spent fuel pool mitigation measures (c) Actions to minimize release to include consideration of:

1.

Water spray scrubbing

2.

Dose to onsite responders Proposed Page Beaver Valley Unit 2 Amendment No. I Renewed Operating License NPF-73 I

1.0 Obiectives of the Environmental Protection Plan The Environmental Protection Plan (EPP) is to provide for protection of nonradiological environmental values during operation of the Beaver Valley Power Station, Unit 2 (facility). The principal objectives of the EPP are as follows: Verify that the facility is operated in an environmentally acceptable manner, as established by the Final Environmental Statement - Operating License Stage (FES-OL) and other NRC environmental impact assessments. Coordinate NRC requirements and maintain consistency with other Federal, State, and local requirements for environmental protection. Keep NRC informed of the environmental effects of facility construction and operation and of actions taken to control those effects. Environmental concerns identified in the FES-OL (September 1985, NUREG-1094) which relate to water quality matters are regulated by way of the licensee's* NPDES permit. 2.0 EnvironmentalProtectionlssues ln the FES-OL (NUREG-1094, September 1985), the staff considered the environmental impacts associated with the operation of the Beaver Valley Power Station, Unit 2. No aquatic/water quality, terrestrial, or noise issues were identified. 3.0 Consistencv Requirements 3.1 Plant Desiqn and Operation The licensee may make changes in station design or operation or perform tests or experiments affecting the environment provided such activities do not involve an unreviewed environmental question and do not involve a change in the EPP.. Changes in station design or operation or performance of tests or experiments which do not affect the environment are not subject to the requirements of this EPP. Activities governed by Section 3.3 are not subject to the requirements of this Section. Before engaging in additional construction or operational activities which may significantly affect the environment, the licensee shall prepare and record an environmental evaluation of such activity. Activities are excluded from this requirement if all measurable nonradiological environmental effects are confined to the on-site areas previously disturbed during site preparation and plant eonstrucjion. When the evaluation indieates that sueh activity involves an unreviewed environmental

question, the licensee shall provide a written evaluation of such activity and obtain prior NRC approval. Such activity and change to the EPP may be implemented only in accordance with an appropriate license amendment as set forth in Section 5.3 of this EPP.

• "Licensee" refers to FirstEnergy Nuclear Operating

Company, operator of the facility, and acting as agent for FirstEnergy Nuclear Generation, LLC, Ohio Edison Company, and The Toledo Edison Company, owners or lessees of the facility.

Proposed Page (1) (2) (3) Beaver Valley Unit 2 B-1 Amendment No.

APPENDIX D ADDITIONAL CONDITIONS OPERATING LICENSE NO. NPF-73 FirstEnergy Nuclear Operating

Company, FirstEnergy Nuclear Generation, LLC, Ohio Edison

Company, and The Toledo Edison Company shall comply with the following conditions on the schedules noted below:

Proposed Page 87 Amendment Number 83 Additional Condition The licensee is authorized to relocate certain Technical Specification requirements to licensee-controlled documents. lmplementation of this amendment shall include the relocation of these technical specification requirements to the appropriate documents, as described in the licensee's application dated September 9, 1996, and evaluated in the staffs safety evaluation attached to this amendment. The licensee is authorized to relocate certain Technical Specification requirements to licensee-controlled documents. lmplementation of this amendment shall include the relocation of these technical specification requirements to the appropriate documents, as described in the licensee's application dated March 14, 1997, as supplemented July 29 and August 13, 1997, and evaluated in the staff's safety evaluation attached to this amendment. The licensee is authorized to relocate certain Technical Specification requirements to licensee-controlled documents. lmplementation of this amendment shall include the relocation of these technical specification requirements to the appropriate documents, as described in the licensee's application dated September 11, 1997, and evaii;aieci in ihe siaffs safeiii evaiuaiion attached to this amendment. The licensee commits to perform visual acceptance examinations of sleeve welds; post weld heat treatment of sleeve welds; and the NRC-recommended inspections of repaired tubes as described in the licensee's application dated March 10, 1997, as supplemented July 28, 1997, September 17,1997, April 30, 1998, and January 29, 1999, and evaluated in the staffs safety evaluation attached to this amendment. lmplementation Date The amendment shall be implemented within 60 days from April 14,1997 The amendment shall be implemented within 60 days from December 10, 1997 The amendment shall be implemented within 30 days from January 20, 1998 The amendment shall be implemented within 60 days from March 26, 1999 88 98 Beaver Valley Unit 2 D-1 Amendment No.

APPENDIX D ADDITIONAL CONDITIONS OPERAT]NG LICENSE NO. NPF-73 FirstEnergy Nuclear Operating

Company, FirstEnergy Nuclear Generation, LLC, Ohio Edison

Company, and The Toledo Edison Company shall comply with the following conditions on the schedules noted below:

Proposed Page Amendment Number 102 151 Additional Condition The licensee is authorized to relocate certain Technical Specification requirements to licensee-controlled documents. lmplementation of this amendment shall include the relocation of these Technical Specification requirements to the appropriate documents as described in the licensee's application dated December 24, 1998, as supplemented June 15, June 17, and July 7, 1999, and evaluated in the staff's evaluation attached to this amendment. On the closing date(s) of the transfers to FENGenCo" of their interests in Beaver Valley Power Station, Unit No. 2, Pennsylvania Power Company, The Cleveland Electric llluminating

Company, Ohio Edison Company, and The Toledo Edison Company shall transfer to FENGenCo" all of each transferor's respective accumulated decommissioning funds for Beaver Valley Power Station, Unit No. 2, except for funds associated with the leased portions of Beaver Valley Power Station, Unit No. 2, and tender to FENGenCo*

additional amounts equalto remaining funds expected to be collected in 2005, as represented in the application dated June 1, 2005, but not yet collected by the time of closing. All of the funds shall be deposited in a separate external trust fund for the reactor in the same amount as received with respect to the unit to be segregated from other assets of FENGenCo* and ^,,.^3i^

3^ ^..'*:^:^+-^3i.,^

^^^9-^i ,i-^,.! L., t :D.^ u u l ) t u 5 i i 9 c t L i l l i l t l t J U C t U v t i u v t i l. t L i l, 4 D ! < t '. i u i l g l r v y r r r \\ v regulations, and FENGenCo* shalltake all necessary steps to ensure that this external trust fund is maintained in accordance with the requirements of the order approving the transfer of the license and consistent with the safety evaluation supporting the order and in accordance with the requirements of 10 CFR Section 50.75, "Reporting and recordkeeping for decommissioning planning." (FENGenCo) has been renamed FirstEnergy Nuclear lmplementation Date The amendment shall be implemented within 60 days from August 30, 1999 The amendment shall be implemented within 30 days from December 16. 2005

• FirstEnergy Nuclear Generation Corp.

Generation. LLC. Beaver Valley Unit 2 D-2 Amendment No.

APPENDIX D ADDITIONAL CONDITIONS OPERATING LICENSE NO. NPF-73 FirstEnergy Nuclear Operating

Company, FirstEnergy Nuclear Generation, LLC, Ohio Edison

Company, and The Toledo Edison Company shall comply with the following conditions on the schedules noted below:

Proposed Page Amendment Number 151

• FirstEnergy Nuclear Generation Corp.

Generation, LLC. Additional Condition By the date of closing of the transfer of the ownership interests in Beaver Valley Power Station, Unit No. 2 from Pennsylvania Power Company to FENGenCo", FENGenCo* shall obtain a parent company guarantee from FirstEnergy in an initial amount of at least $80 million (in 2005 dollars) to provide additional decommissioning funding assurance regarding such ownership interests. Required funding levels shall be recalculated annually and, as necessary, FENGenCo" shall either obtain appropriate adjustments to the parent company guarantee or otheruvise provide any additional decommissioning funding assurance necessary for FENGenCo* to meet NRC requirements under 10 CFR 50.75. The Support Agreements described in the applications dated May 18, 2005 (up to $80 million), and June 1, 2005 (up to $400 million), shall be effective consistent with the representations contained in the applications. FENGenCo* shalltake no action to cause FirstEnergy, or its successors and assigns, to void, cancel, or modify the Support Agreements without the prior written consent of the NRC staff, except, however, the $80 million Support Agreement in connection with the transfer of the Pennsylvania Power Company interests may be revoked or rescinded if and when the $400 million support agreement described in the June 1, 2005, application becomes effective. FENGenCo* shall infoi'm ihe Dii'ecioi'of ihe Office of tiiucieai'Reacior Regulation, in writing, no later than ten days after any funds are provided to FENGenCo" by FirstEnergy under either Support Agreement. lmplementation Date The amendment shall be implemented within 30 days from December 16,2005 (FENGenCo) has been renamed FirstEnergy Nuclear Beaver Valley Unit 2 D-3 Amendment No.

APPENDIX D Proposed Page ADDITIONAL CONDITIONS OPERAT]NG LICENSE NO. NPF-73 FirstEnergy Nuclear Operating Company, FirstEnergy Nuclear Generation, LLC, Ohio Edison I Company, and The Toledo Edison Company shall comply with the following conditions on the I schedules noted below: Amendment Additional Condition Number 161 Schedule for New and Revised Surveillance Requirements (SRs) The schedule for performing SRs that are new or revised in The Amendment No. 161 shall be as follows: lmplementation Date amendment shall be For SRs that are new in this amendment, the first performance implemented is due at the end of the first surveillance

interval, which begins within 150 days from date of issuance on the date of implementation of this amendment.

For SRs that existed prior to this amendment, whose intervals of performance are being reduced, the first reduced surveillance interval begins upon completion of the first surveillance performed after implementation of this amendment. For SRs that existed prior to this amendment, whose intervals of performance are being extended, the first extended surveillance interval begins upon completion of the last surveillance performed prior to implementation of this amendment. For SRs that existed prior to this amendment that have modified acceptance criteria, the first performance subject to the modified acceptance criteria is due at the end of the first surveillance interval that began on the date the surveillance was last performed prior to the implementation of this amendment. 141 Relocation of eedaln Technleal Specifieation Requirernents License Amendment No. 161 authorizes the relocation of certain The Technical Specifications to other licensee-controlled documents. amendment lmplementation of this amendment shall include relocation of the shall be requirements to the specified documents, as described in implemented (1) Sections 4D and 4E of the NRC staffs Safety Evaluation, and within 150 days (2) Table LA, Removed Detail Changes, and Table R, Relocated from date of Specifications, attached to the NRC staffs Safety Evaluation, issuance which is enclosed in this amendment. Beaver Valley Unit 2 D-4 Amendment No.

APPENDIX D ADDITIONAL CONDITIONS OPERATING LICENSE NO. NPF-73 FirstEnergy Nuclear Operating

Company, FirstEnergy Nuclear Generation, LLC, Ohio Edison

Company, and The Toledo Edison Company shall comply with the following conditions on the schedules noted below:

Proposed Page Amendment Number 163 Additional Condition lnitial Performance of New Surveillance and Assessment Requirements Upon implementation of Amendment No. 163 adopting TSTF-448, Revision 3, the determination of control room envelope (CRE) unfiltered air inleakage as required by Surveillance Requirement (SR) 3.7.10.4, in accordance with Specification 5.5.14.c(i), the assessment of CRE habitability as required by Specification 5.5.1a.c(ii), and the measurement of CRE pressure as required by Specification 5.5.14.d, shall be considered met. Following implementation: (a) The first performance of SR 3.7.10.4, in accordance with Specification 5.5.14.c(i), shall be within the specified Frequency of 6 years, plus the 18-month allowance of SR 3.0.2, as measured from the date of the most recent successful tracer gas test, or within the next 18 months if the time period since the most recent successfultracer gas test is greater than 6 years. (b) The first performance of the periodic assessment of CRE habitability, Specification 5.5.14.c(ii), shall be within 3 years, plus the 9-month allowance of SR 3.0.2, as measured from the date of the most recent successful tracer gas test, or within the next 9 months if the time period since the most recent successful tracer gas test is greater than 3 years. (c) The iii-si pei-fcrmance of ihe pei'iociic measiii'ement of CRE

pressure, Specification 5.5.14.d, shall be within 18 months, plus the 138 days allowed by SR 3.0.2, as measured from the date of the most recent successful pressure measurement test.

lmplementation Date The amendment shall be implemented within 120 days from date of issuance Beaver Valley Unit 2 D-5 Amendment No.

Attachment 7 Proposed Davis-Besse Nuclear Power Station, Unit No. 1 Operating License Changes (Re{yped - For Information Only) (Seven Pages Follow)

Proposed Page UNITED STATES NUC LEAR REGU LATORY COMMISSION wASHtNGTON, D.C. 20555-0001 FIRSTENERGY NUCLEAR OPERATING COMPANY FIRSTENERGY NUCLEAR GENERATION, LLC DOCKET NO. 50-346 DAVIS-BESSE NUCLEAR POWER STATION I'NIT NO. 1 FACILITY OPERATING LICENSE The License No. NPF-3 Nuclear Regulatory Commission (the Commission) having found that: The application for license filed by FirstEnergy NucLear Operating Company (FENOC) 1, acting on its own behalf and as agent for FirstEnergy Nuclear Generation, LLC (Iicensees) complies with the standards and reguirements of the Atomic Energy Act of

L954, as amended (the AcU), and the Commission's rules and regulations set forth in 10 CFR Chapt,er I and all reguired notifications to other agencies or bodies have been duly made; Construction of the Davis-Besse NucLear power Station, Unit No. 1 (tshe facility) has been substantially completed in conformity with Construction Permit No. CppR-80 and the application, as amended, the provisions of the Act and the rul_es and regulations of the Commission; The facility will operat,e in conformity with the applicaEion, as amended, the provisions of t.he Act, and the rules and regulations of the Commission; FENOC j-s aut,horized t.o act as agent for FirstEnergy Nuclear GeneraLion, LLC, and has exclusive responsibility and control over the physical construction, operaiion, anci maintenance of the facility.

AND A. B. c. L - 1 Amendment No.

Proposed Page 1. D. There is reasonable assurance: (i) that the activities authorized by this operating license can be eonduct.ed without endangering the health and safety of the public, and (ii) Ehat such activities wil-l be conducted in compliance with the rules and regulat,ions of the Commission; E. The FirstEnergy Nuclear Operat,ing company is technically qualified and the Ii-censees are financially qualified to engage in the activities authorized by this operating license in accordance with the rules and regulaLions of t.he Commission; The licensees have satisfied the applicable provisions of 10 CFR Part l-40, rrFinancial Protect.i-on Reguirements and Indemnity Agree-menLs," of Lhe Commission's regulations; The issuance of this operating l-icense will" not be inimical the common defense and securitv or to the health and safetv the public,. H. After weighing the environmental,

economic, technical, and oLher benefi-ts of the facility against environmental and other costs and considering available alternaLives, Ehe issuance of Facility Operating License No. NPF-3 subject to the condj-tions for protection of the environment seL fort,h herein is in accordance with 10 CFR Part 51- (formerly Appendix D to 10 CFR Part 50),

of the Commission's regulations and all applicable reguirements have been satisfied; and I. The receipt., possession, and use of source, blproduct and special nuclear materiaL as authorized by thi-s license wj be in accord-ance wit.h the Commission's regulations in l-0 CFR Part 30, 40, a n d 7 0, i n c l u d i n g 1 0 C F R S e c t. i o n s 3 0. 3 3, 4 0. 3 2, 7 0 - 2 3, a n d 7 0. 3 1. Facilit.y Operat,ing License No. NPF-3 is hereby issued Lo FirstEnergy Nuclear Operating Company (FENOC), and First.Energy Nuclear Generation, LLC t.o read as follows: A. This l-icense applies to the Davis-Besse Nuc'lear Power Station, Uni-t No. 1, - pr"""rrrized water nuclear reactor and associated equi-pment (the facility), owned by FirstEnergy Nuclear Generation, IJLC. The facility is located on the south-western shore of Lake Erie in Ottawa CounLy, Ohio, approximately 21 miles east of Toledo,

Ohio, and is described in the "Fina1 Safety Analysis Report" as supplemented and amended (Amendments 14 through

44) and the Environmental ReporL as supplemented and amended (Supplements 1 through 2).

o f L - 2 Amendment No.

Proposed Page 2. 8. - 5 Subject. to the conditions and requirements incorporated

herein, the Commission herebv licenses:

(1) FENOC, pursuant to Section 103 of t,he Act and 10 CFR Part. 50, 'rLicensing of Product,ion and Utilization Facilities,tt to possess, use, and operate the facility; (2) FirstEnergy Nuclear Generation, LLC, to possess the facility at the designated locat,ion in Ottawa County, Ohio in accordance with the procedures and limitations set forth i-n this l-icense; (3) FENOC, pursuant to the Act. and 10 CFR Part 70, to receive, possess and use at any time special nuclear material as reactor

fuel, in accordance with the limitations for storage and amounts required for reactor operation, as described in the Final Safety Analysis

Report, as suppJ-emented and amended; (4)

FENOC, pursuant to the Act and 10 CFR parts 30, 40, and 70 to receive, possess and use at any time any byproduct, source and special nucl-ear mat,erial as sealed neuLron sources for reactor

startup, sealed sources for reactor instrumentation and radiation monitoring eguipment ca]ibration, and as fission detectors in amounts as r a m l i r a A.

v Y g r l v g, (5) FENOC, pursuanL to the Act and 10 CFR Parts 30, 40 and 70, to receive, possess and use in amounts as required any blproduct, source or special-nuclear material_ wit,hout restrict.ion Lo chemical or physical

form, for sample analysis or instrument.

cal-ibration or associated with radioactive apparatus or components; and (5) FENOC, pursuant t.o the Act and l-o CFR part,s 30 and 70, to

possess, but not

separate, such byproduct and special nuclear materials as may be produced by the operat,ion of the facil_ity.

L - 3 Amendment No. 2.C. This license shall be deemed to contain and is subject to the conditions specified in the following Commission regulations in 10 CFR Chapter I: Part 20, Section 30.34 of Part 30, Section 40.4I of Part 40, Sections 50.54 and 50.59 of Part 50, and Section 70.32 of Part 70; and is subject to all applicable provisions of the Act and to the rules, regulations, and orders of the Commission now or hereafter in effect; and is subject to the additional conditions specified or incorporated below: (l) Maximum Power Level FENOC is authorized to operate the facility at steady state reactor core power levels not in excess of 2817 megawatts (thermal). Prior to attaining the power level, Toledo Edison Company shall comply with the conditions identified in Paragraph (3) (o) below and complete the preoperational tests, startup tests and other items identified in Attachment 2 to this license in the sequence specified. Attachment 2 is an integral part of this license. (2) Technical Specifications The Technical Specifications contained in Appendix A, as revised through Amendment No., are hereby incorporated in the license. FENOC shall operate the facility in accordance with the Technical Specifications. (3) Additional Conditions The matters specified in the following conditions shall be completed to the satisfaction of the Commission within the stated time periods following the issuance of the license or within the operational restrictions indicated. The removal of these conditions shall be made by an amendment to the license supported by a favorable evaluation by the Commission: (a\\ FF.Nf}C chell nnf nnprefc fhe rcanfnr in nneraf inrral Modes I and? with less than three reactor coolant pumps m operatlon. Deleted per Amendment 6 Deleted per Amendment 5 Proposed Page (b) (c) L-4 Amendment No.

Proposed Page 2. C ( 4 ) f i r e P r o t e c t i o n FENOC shaf] implement and maintain in effect al} provisions of the approved Fire Protection Program as described in t,he Updated Safety Analysis Report and as approved in the SERs dated JuIy 26, L979, and May 30, !99:.-, subject Lo the following provision: FENOC may make changes to the approved Fire Protection Program without prior approval of the Commission only if those changes would noE adversely affect the ability to achieve and maintain safe strutdown in Lhe event of a fire Del-eted per Amendment No. 279. Antit.rust Conditions FENOC and FirstEnergy Nuclear Generation, LLC shall comply wiLh the antitrust conditions delineated in Condition 2.8 of this license as if named therein. FENOC shall not market or broker power or energy from the Davis-Besse Nucl-ear Power Station, Unit No. 1. FirstEnergy Nuclear Generation, LLC is responsible and accountabfe for the actions of FENOC to the extenE that said actions affect the marketing or brokering of power or energy from Ehe Davis-Besse Nuclear Power Station, Unit No. 1, and in any way, conLravene the antiLrust license conditions contained in the license. (s) ( 6 ) L-6 Amendment No.

Proposed Page 3. -l G. In accordance with the requirement imposed by the October 8, L9'76, order of the United States Court of Appeals for the Dist,rict of Columbia CircuiL in Natural Resources Defense Council

v. Nuclear Regulatory Commission, No. 74-L385 and 74-1586, that Lhe Nucl-ear Regulatory Commission "shalL make any licenses granted between July 21, 19'76 and such time when the mandate is issued subject to the outcome of such proceedings herein,"

Ehis license shall be subject to the outcome of such proceedings. H. This license is effective as of the date of issuance and shal-l-expire at midnight, April 22, 20L7. Based on the Commission's Order dated December 15, 2005 and conforming Amendment No. 270 dated December 15, 2OO5 regarding the direct. transfer of the license from the Cleveland Electric Il-luminating Company (CLeveland Electric) and Lhe Toledo Edison Company (Toledo ndison) to FirstEnergy NucLear Generation Corp. (FENGenCo)*, FirstEnergy Nuclear Operating Company and FENGenCo* shall comply with the following conditions noted bel_ow: A. On t.he closing date of the transfers to FENGenCo* of their interesLs in Davis-Besse, Cleveland Electric and Toledo Edison shal-l-transfer to FENGenCo* all of each transferor, s respective accumulated decommj-ssioning funds for Davis-Besse and tender to FENGenCo* additional amounEs equal to remaining funds expected to be collected in 2005, as represented in t,he application dated June 1, 2005, but not yet collected by the time of closing. AlI of the funds shatl be deposited in a separate external trust fund for the reactor in the same amount as received with respecE to the unj_t to be segregated from other assets of FENGenCo* and out,side its administrative

controL, as reqluired by NRC regulaEions, and FENGenCo* shall take all necessary sleps to ensure that this external_ trust fund is maintained in accordance with t,he requirements of the order approving the transfer of the license and consistent with the safety evaluation supporting the order and in accordance with the reguirements of 10 CFR SecLion 50.75, "Reporting and recordkeeping for decommissioning planning.,'

• FirstEnergy Nuclear Generation Corp. (FENGenCo)* has been renamed FirstEnergy Nuclear Generation, LLC.

L-T4 Amendment No.

Proposed Page - 1 4 A - The Support Agreement described in the application dated June 1, 2005 (up to $400 million), shall be effectj-ve consistent with the representations contained in t.he application. FENGenCo* shall take no action to cause FirstEnergy, or its successors and

assigns, to void,

cancel, or modify t.he Support Agreement without the prior written consenL of the NRC staff.

FENGenCo* shalf inform the Director of the Office of Nuclear ReacEor Regulation, in writing, no lat.er than ten days after any funds are provided to FENGenCo* by FirstEnergy under either Support Agreement. FOR THE NUCLEAR REGULATORY COMMISSION Original-Signed by R. C. DeYourxg (for) Roger S. Boyd, Di-rector Division of Project Management Office of Nuclear Reactor Regulation Attachments:

1.

Appendices A & B - Technical Specifications

2.

Preoperational-

Tests, Startup Tests and OLher Items Which Must Be Completed Prior to Proceeding Lo Succeeding Operational Modes Date of Issuance:

(APR 22 1977)

• FirstEnergy Nuclear Generation Corp. (FENGenCo)* has been renamed FirstEnergy Nuclear Generation.

LLC. L - 1 4 A Amendment No. Proposed Perry Nuclear Power Plant, Unit No. 1 Operating License Changes (Re-typed - For Information Only) (Seven Pages Follow)

Proposed Page UNITED STATES N UCLEAR REGULATORY COMMISSION WASHTNGTON, D.C. 29555-0001 FIRSTENERGY NUCLEAR OPERATING COMPANY FIRSTENERGY NUCLEAR GENERATION. LLC OHIO EDISON COMPANY DOCKET NO.50440 PERRY NUCLEAR POWER. PLANT. UNIT NO. 1 FAC ILITY OPERATING LICENSE License No. NPF-58

1. The Nuclear Regulatory Commission (the Commission) has found that:

A. The application for license filed by FirstEnergy Nuclear Operating Company (FENOC)I acting on its own behalf and as agent for Firiienergy Nuilear GJneration, LLC and Ohio I Edison Company, (licensees) complies with the standards and requirements of the Atomic Energy Act of 1954, as amended (the Act), and the Commission's regulations set forth in 10 CFR Chapter l, and all required notifications to other agencies or bodies have been duly made; B. Construction of the Perry Nuclear Power Plant, Unit No. 1 (the facility), has been substantially completed in conformity with Construction Permit No. CPPR-148 and the application, as amended, the provisions of the Act, and the regulations of the Commission: tFEtrtOC is authorized to act as agent for FirstEnergy Nuclear Generation, LLC and Ohio Edison Company, and has exclusive responsibility and control over the physical construction, operation, and maintenance of the facility. Amendment No.

Proposed Page C. The facility willoperate in conformity with the application, as amended, the provisions of the Act, and the regulations of the Commission (except as exempted from complianee in Section 2.D below); D. There is reasonable assurance: (l) that the activities authorized by this operating license can be conducted without endangering the health and safety of the public, and (ii) that such activities will be conducted in compliance with the Commission's regulations set forth in 10 CFR Chapter l (except as exempted from compliance in Section 2.D below); E. The FirstEnergy Nuclear Operating Company is technically qualified to engage in the activities authorized by this license in accordance with the Commission's regulations set forth in 10 CFR Chapter l; F. The licensees have satisfied the applicable provisions of 10 CFR Part 140, "Financial Protection Requirements and lndemnity Agreements," of the Commission's regulations; G. The issuance of this license will not be inimical to the common defense and security or to the health and safety of the public; H. After weighing the environmental, economic, technical, and other benefits of the facility against environmental and other costs and considering available alternatives, the issuance of this Facility Operating License No. NPF-58, subject to the conditions for protection of the environment set forth in the Environmental Protection Plan attached as Appendix B, is in accordance with 10 CFR Part 51 of the Commission's regulations and allapplicable requirements have been satisfied; and

l.

The receipt, possession, and use of source, byproduct, and special nuclear material as authorized by this license willbe in accordance with the Commission's regulations in 10 CFR Parts 30, 40, and 70.

2. Based on the foregoing findings regarding this facility, the Partial-lnitial Decisions issued December 2, 1983, and September 3, 1985, by the Atomic Safety and Licensing Board in regard to this facility (affirmed by ALAB-841, dated July 25, 1986) and pursuant to approval by the Nuclear Regulatory Commission at a meeting on November 7, 1986, Facility Operating License No. NPF-58, which supersedes the license for fuel loading and low power testing, License No. NPF-45, issued on March 18, 1986, is hereby issued to FirstEnergy Nuclear Operating Company, FirstEnergy Nuclear Generation, LLC, and Ohio Edison Company, (the licensees) to read as follows:

A. The iicense appiies to ihe Pei-i-y i.iucieai' Power Plani, Unit l.!o. '1, a boiiing waier nuciear reactor and associated equipment (the facility), owned by FirstEnergy Nuclear Generation, LLC (owner) and leased to Ohio Edison Company (lessee) (collectively the licensees). Amendment No. Proposed Page The facility is located on the shore of Lake Erie in Lake County, Ohio, approximately 35 miles northeast of Cleveland, Ohio, and is described in the licensees' Final Safety Analysis Report, as supplemented and amended, and in the licensees' Environmental Report, as supplemented and amended. B. Subject to the conditions and requirements incorporated herein, the Commission hereby licenses: (1) FENOC, pursuant to Section 103 of the Act and 10 CFR Part 50, to possess, use, and operate the facility at the designated location in Lake County, Ohio, in accordance with the procedures and limitations set forth in this license; (2) FirstEnergy Nuclear Generation, LLC and Ohio Edison Company, to possess the facility at the designated location in Lake County, Ohio, in accordance with the procedures and limitations set forth in this license:

FENOC, pursuant to the Act and 10 CFR Part 70, to receive,

possess, and use at any time special nuclear material as reactor fuel, in accordance with the limitations for storage and amounts required for reactor operation, as described in the Final Safety Analysis Report, as supplemented and amended;

FENOC, pursuant to the Act and 10 CFR Parts 30, 40, and 70, to receive,

possess, and use at any time any byproduct, source, and special nuclear material such as sealed neutron sources for reactor

startup, sealed sources for reactor instrumentation and radiation monitoring equipment calibration, and fission detectors in amounts as required;

FENOC, pursuant to the Act and 10 CFR Parts 30, 40, and 70, to receive,

possess, and use in amounts as required any byproduct, source, or special nuclear materialwithout restriction as to chemical or physical form, for sample analysis or instrument calibration or associated with radioactive apparatus or components; and (6)

FENOC, pursuant to the Act and 10 CFR Parts 30, 40, and 70, to possess, but not separate, such byproduct and special nuclear materials as may be produced by the operation of the facility. (7)(a) Ohio Edison Company is authorized to transfer any portion of its 30.0% ownership share of PNPP Unit 1 and a proportionate share of its interest in the PNPP common facilities to certain equity investors identified in its submission of January 23, 1987, as supplemented on March 3, 1987, and at the same time to lease back from such purchasers such interest sold in the PNPP Unit 1 facility. The term of the lease is for approximately 29% years subject to a right of (3) (4) (5) Amendment No.

Proposed Page renewal. Such sale and leaseback transactions are subject to the representations and conditions set forth in the above mentioned application of January 23, 1987 , as supplemented on March 3, 1987, as well as the letter of the Director of the Office of Nuclear Reactor Regulation dated March 16, 1987, consenting to such transactions. Specifically, a lessor and anyone else who may acquire an interest under these transactions are prohibited from exercising directly or indirectly any control over the licenses of PNPP Unit 1. For purposes of this condition the limitations of 10 CFR 50.81, as now in effect and as may be subsequently

amended, are fully applicable to the lessor and any successor in interest to that lessor as long as the license for PNPP Unit 1 remains in effect; these financial transactions shall have no effect on the license for the Perry Nuclear facility throughout the term of the license.

(b) Further, the licensees are also required to notify the NRC in writing prior to any change in: (i) the terms or conditions of any lease agreements executed as part of these transactions; (ii) the PNPP Operating Agreement; (iii) the existing property insurance coverage for PNPP Unit 1; and (iv) any action by a lessor or others that may have an adverse effect on the safe operation of the facility. C. This license shall be deemed to contain and is subject to the conditions specified in the Commission's regulations set forth in 10 CFR Chapter I and is subject to all applicable provisions of the Act and to the rules, regulations, and orders of the Commission now or hereafter in effect; and is subject to the additional conditions specified or incorporated below: (1) Maximum Power Level FENOC is authorized to operate the facility at reactor core power levels not in excess of 3758 megawatts thermal ('100o/o power) in accordance with the conditions specified herein. (2) TechnicalSpecifications The Technical Specifications contained in Appendix A and the Environmental Protection Plan contained in Appendix B, as revised through Amendment No. are hereby incorporated into the license. FENOC shall operate the facility in accordance with the Technical Specifications and the Environmental Protection Plan (3) AntitrustConditions 6 f ;.-iE^^r^., i.i, '-i^ar /laaaralian l ! i- -:irr,l l1!ir. F,-lic,rn i/].-rn-,n=ni/ o - l r r J L L r r E l v ) f l ! u v l g q t v g r r v r q f r v r r, L L v s r r v v l l l v L v r e v r l Amendment No.

- 7 - H. This license is effective as of the date of issuance and shall expire at midnight on March 18, 2026.

3. Based on the Commission's Order dated November

15. 2005 and the Commission's revised Order dated December 16, 2005 and conforming Amendment No. 137 dated December 16, 2005 regarding the direct transfer of the license from Pennsylvania Power Company, Ohio Edison Company, OES

Nuclear, Inc., The Cleveland Electric llluminating

Company, and the Toledo Edison Company, to FirstEnergy Nuclear Generation Corp. (FENGenCo)*,

FirstEnergy Nuclear Operating Company and FirstEnergy Nuclear Generation Corp.* shall comply with the following conditions noted below: On the closing date(s) of the transfers to FENGenCo* of their interests in Perry, Pennsylvania Power Company, The Cleveland Electric llluminating

Company, Ohio Edison Company, OES

Nuclear, lnc., and Toledo Edison Company shall transfer to FENGenCo*

all of each transferor's respective accumulated decommissioning funds for Perry, except for funds associated with the leased portions of Perry, and tender to FENGenCo* additional amounts equal to remaining funds expected to be collected in 2005, as represented in the application dated June 1,2005, but not yet collected by the time of closing. All of the funds shall be deposited in a separate external trust fund for the reactor in the same amount as received with respect to the unit to be segregated from other assets of FENGenCo* and outside its administrative

control, as required by NRC regulations, and FENGenCo" shall take alt necessary steps to ensure that this external trust fund is maintained in accordance with the requirements of the order approving the transfer of the license and consistent with the safety evaluation supporting the order and in accordance with the requirements of 10CFR Section 50.75, "Reporting and recordkeeping for decommissioning planning."

By the date of closing of the transfer of the ownership interests in Perry from Pennsylvania Power Company to FENGenCo*, FENGenCo* shall obtain a parent company guarantee from FirstEnergy in an initial amount of at least $80 million (in 2005 dollars) to provide additional decommissioning funding assurance regarding such ownership interests. Required funding levels shall be recalculated annually and, as necessary, FENGenCo* shall either obtain appropriate adjustments to the parent company guarantee or otherwise provide any additional decommissioning funding assurance necessary for FENGenCo* to meet NRC requirements under 10 CFR 50.75.

• FirstEnergy Nuclear Generation Corp. (FENGenCo)"

has been renamed FirstEnergy Nuclear Generation, LLC. Proposed Page B. Amendment No. Proposed Page c. The Support Agreements described in the applications dated May 18, 2005 (up to $80 million), and June 1,2005 (up to $400 million), shall be effective consistent with the representations contained in the applications. FENGenCo* shalltake no action to cause FirstEnergy, or its successors and assigns, to void, cancel, or modify the Support Agreements without the prior written consent of the NRC staff, except, however, the $80 million Support Agreement in connection with the transfer of the Penn Power interests may be revoked or rescinded if and when the $400 million support agreement described in the June 1,2005, application becomes effective. FENGenCo" shall inform the Director of the Office of Nuclear Reactor Regulation, in writing, no later than ten days after any funds are provided to FENGenCo* by FirstEnergy under either Support Agreement. FOR THE NUCLEAR REGULATORY COMMISSION ORIGINAL SIGNED BY: Harold R. Denton, Director Office of Nuclear Reactor Regulation Attach ments/Appendices

1. Attachments 1 - 2

2. Appendix A - Technical Specifications (NUREG -1204\\

3. Appendix B - Environmental Protection Plan

4. Appendix C - Antitrust Conditions Date of lssuance: November 13. 19Bo

• FirstEnergy Nuclear Generation Corp. (FENGenCo)*

has been renamed FirstEnergy Nuclear Generation, LLC. Amendment No.

Proposed Page APPENDIX C PERRY NUCLEAR POWER PLANT. UNIT NO. 1 NPF-58 ANTITRUST CONDITIONS FOR FIRSTENERGY NUCLEAR GENERATION. LLC OHIO EDISON COMPANY A. The licensees are subject to the following antitrust conditions: Definitions Applicants shall mean the two companies listed above. Entity shall mean any electric generation and/or distribution system or municipality or cooperative with a statutory right or privilege to engage in either of these functions. Wheelinq shall mean transportation of electricity by a utility over its lines for another utility, including the receipt from and delivery to another system of like amounts but not necessarily the same energy. Federal Power Commission, The 1970 National Power Survev, Part 1, P. 1-24-8. Licensinq Conditions (1) Applicants shall not condition the sale or exchange of wholesale power or coordination services upon the condition that any other entity: (a) enter into any agreement or understanding restricting the use of or alienation of such energy or services to any customers or territories; (b) enter into any agreement or understanding requiring the receiving entity to, give up any other power suppiy aitei-natives or io deny itseif any mai'kei opporii:niiies; (c) withdraw any,petition to intervene or forego participation in any proceeding before the Nuclear Regulatory Commission or refrain from instigating or prosecuting any antitrust action in any other forum. Amendment No.}}