ML11335A024

Units 1 & 2, R. E. Ginna and Independent Spent Fuel Storage Installations - Response to NRCs Request for Addtional Information on License Transfer Application

ML11335A024
Person / Time
Site:	Calvert Cliffs, Nine Mile Point, Ginna
Issue date:	11/10/2011
From:	Miller S Constellation Energy Group, EDF Group
To:	Document Control Desk, Office of Nuclear Material Safety and Safeguards
References
Download: ML11335A024 (61)

Text

CENG a rt 100 consiviatioll "gi) siever' miiiarOceiljsilcorn Steven L. Miller November i0. 20 11 U.S. Nuclear Regulatory Commission Washington, DC 20555-0001 ATTENTION:

REFERENCES:

Document Control Desk Calvert Cliffs Nuclear Power Plant Unit Nos. I & 2; Docket Nos. 50-3 17 & 50-318 Calvert Cliffs Independent Spent Fuel Storage Installation Docket No. 72-8 Nine Mile Point Nuclear Station Unit Nos. I & 2; Docket Nos. 50-220 & 50-410 RL E. Ginna Nuclear Power Plant Docket No. 50-244 RLE. Ginna Independent Spent Fuel Storage Installation General Licersc Docket No. 72-67 Rdnonse to NRC's Request for Additional Information on License "'ranster Application (a)

Letter from D. V. Pickett (NRC) to H. B. Barron (CENG), dated October 12. 2011, Request fbr Additional Information Re: Proposed Merger Between Exelon Corporation and Constellation Energy Group, Inc.

(b)

Letter from H. B. Ba-ron (CENG) and C. M. Crane (Exelon) to Document Control Desk (NRC). dated May 12, 2011, Application for Approval of Indirect Transfer of Control of.icenses The purpose of this letter is to provide the response of Constellation Enert_6' Nuclear Group, LLC (CENG) to the Nuclear Regulatory Commission's request for additional information (Reference a) regarding the Application for Approval of Indirect Transfer of Control of Licenses (Reference b).

The response to the non-proprietary questions is provided in Attachment (I).

Please note that Attachment (lb), a response to the two proprietary questions, is being provided in a separately-bound enclosure. Attachment (lb) contains confidential and proprietary information and we request that this attachmnent be withheld from public disclosure pursuant to 10 CFR 2.390(a.(4) and 9.17(a)(4).

An affidavit supporting the request for withholding Attachment (lb) from public disclosure is provided as Attachment (5).

This letter contains proprietary information requested to be withheld from public disclosure under 10 CFR 2.390. 'ihe letter is non-pruprietary upon removal of Attachment (I b).

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Document Control Desk November 10, 201 i Page 2 Attachment (2) contains a redacted version of the Initial Report of the Nuclear Advisory Committee to the CENG Board of Directors.

Attachment (3) iiý thu charter of the Nuclear Advisory Committee to the CENG Board of Directors.

In the time since our original submittal, some or the officers have changed.. In Attachment (4), we are providing a list updated as of the date of this lener.

This correspondence does no' contain any regulatory -commitments.

If there are any questions regarding this transmittal, please contact Bruce Montgomery at 410-470-3777 (Brue~onteome~j~en~tl.cool).

Sincerc.Jy.

Sitev n L. INiler STATE OF MARYLAND TO WIT:

CITY OF BALTIMORE I. Steven L. Miller, state that I am Senior Vice President General Counsel and Secretary of Constellation Energy Nuclear Group, Lt.,C and that I am duly authorized to execute and file this application on behalf of this company. To the best of my knowledge and belief, the statements contained in this document with respect to this company are true and correct. To the extent that these statements are not based on my personal knowledge, they are based upon information provided by employees and/or consultants of the company. Such information has been reviewed in accordance with company practice. and I believe it to be reliabic.

Subscribe_ý and sworn ýefore me, a Notary Public in and for the State of Mar'yland and City of Baltimore, this 4a day of

, 2011.

WITNESS my Hand and Notaria! Seal:

My Commission Expires:

Document Control DIesk November 10, 2011 j.age 3 EMTl~remt/bjd Atlachments:

(1)

Response to NRC Reques tbfr Additional Information (Non-Proprietary)

(Ib) Response lo NRC Request for Additional Inframation (Proprietary)

(2")

Initial Report of the Nuclear Advisory Committee to the CENG Board of Directors (Redacted)

(3)

Charter ofthe Nuclear Advisorry Committee to the CEN(i Board of Directors (4)

Revised List of Officers (5) 10 CFR 2.300 Affidavit of Stven L. Miller

Document Control Desk November 10, 2011 Page 4 cc:

With Attachment (1b)

D, V. Pickett, NRC R. V. (3uzman, NRC E. A. Brown, NRC Without Attachment (Ib)

W. M. Dean, NRC Resident inspector, NRC (Calvert CliffS)

Resident inspector, NRC (Ginna)

Resident Inspector. NRC (Nine.Mile PoinT)

S. Gray, Maryland DNR A. L Peterson, NYSERDA P. D. Eddy, NYSDPS

ATTACHMENT I RESPONSE TO NRC REQUEST FOR ADDITIONAL INFORMATION (NON-PROPRIETARY)

Constellation Energy Nuclear Group, LLC November 10,2011

ATTACHMENT I RESPONSE TO NRC REQUEST FOR ADDITIONAL INFORMATION (NON-PROPRIETARY)

For convenience of the reader, references are placed at the end of this attachment.

1. Decommissioning Funding Assurance Under Seclion V1,

"'Financial (ntalifications, " subheading B, "Decommissioning Funding, " the Applicants state tha "[...] decommissioniig unding assurance for the CCNPP [('alvert Cliffs Nuclear Power Plan,] ISESI will be,n*tained cL* inistent with the requirements of" 0 C+ 72. 30(c). "'.However.

the Applicants did not provide the decommissioning cost estimate or* fdinbg asst**unce methods fir the CCNPP ISFS! and the Ginna ISFS!.

Regarding an ISFl trhe NRC regulation 10 CFR 72.50(bh)i) states that:

Ano application firr !ranfrr of a license mtst include as much of the informnation described in

§§ 72.22 awd 72.28 with respect to the identity and the technical and.financial qualifications oqfthe proposed tran.sferee as would he required bhr those sections if the application were /br an initial

!icense.

In order to demonstrate./inancial qualificatiwts in order to be issued o license. 10 CFR 72.22ie) provides that the applicant must submit inlbrmation that shows that the applicant either possesses the necessary fimnds. or has reasonable assurance o-obtaining the necessay funds to cover construction, operating, and decommissioning costs.

The provisions of 10 CFR 72. 30 require the licensee to provide financial assurance./or decommissioning an ISFS1, Based on injorrmation provicded within the application, the NRC needs ite [blluiwing additional information in order to complete its revie,;

a) hwe ninimunm prescribed amount of decommissioning financial assurance required of reactor licensees specified in 10 CFR 5 0. 75 does not include the costs of/decommissioning an ISFS1.

For each ISFSt, provide the estimated decommissioning costs, and the latest version qf the decommissioning funding plan used to provide reasonable assurance that finds.or decommissioning will be available when needed.

Reference i requests Nuclear Regulatory Commission (NRC) consent to certain indirect license transfers that would result from the proposed merger of Exelon Corporation and Constellation Energy Group. Inc.

The NRC's finding for an indirect license transfer (e.g., a change in corporate ownership) is generally.

whether the proposed transfer would affect the qualifications of the licensee as the holder of the license (e.g., see Reference 2). Because the pending application is for indirect transfers, the application focuses on the fact that the Applicants are not proposing any change in existing decommissioning funding assurance arrangements for either the reactor facilities or for the Independent Spent.uci Storage Installations (lSFSI) at Calvert Cliffs Nuclear Power Plant (Calvert Cliffs) or R1E. Ginna Nuclear Power Plant (Ginna).

Constellation Energy Nuclear Group, LLC (CENG) has previously provided the NRC with informaiion on the estimated covs to decommission the Calvert Cliffs and Ginna ISFSNs. Regarding the specific license for the Calvert Cliffs ISFSI. the licensee provided a revision to its originally submitted decommissioning plan to the NRC on August 18. 1992 (Reference 3). Regarding the general reactor and ISFSI license for Ginna, CENG submitted to the NRC a site-specific SAFSTOR decommissioning cost estimate on November 20. 2009 (Reference 4).

Independent Spet Fuel Storage Installation decommissioning estimates were also provided due to thc contemplated activities needed to terminate the thcilitv license.

With the current zero-leakage design of the spent nuclear fue! canisters, no residual contamination is expected ic, be left behind on the concrete storage pads. In general, it is estimated that

ATTACHMENT 1 RESPONSE TO NRC REQUEST FOR ADDITIONAL INFORMATION (NON-PROPRI ETARY) little, if any, decontamination will be required in connection with-decommissioning the ISFS~s because of i'elatively low neutron fl"x emainating froom the spent Fuel.

Data withheld fiom public viewing in accordance with it) CFR 2.39.r(a)4) and 9.17a)(;0 Calvert Cliffs ISFSI The Caivert Cliffs ISFSI was licensed in 1992 under a Part 72 specific iicense.

In accordance with 10 CFR 72.30(b), Calvert Cliffs provided an ISFSI decommissioning funding plan in connection with the licensing of the Calvert Cliffs ISFSI (Reference 3). The 1992 Calvert Cliffs ISFSI decommissioning study indicated that the total cost of ISFSI decommissioning would be $1 7.747,502, based on prevailing assumptions at that time.

The 2009 study in Reference 5 indicates that the actual cost of decommissioning the ISFSI would be significantly lower than this estimate, As of December 31, 2010, there was approximately f I in the Calvert Cliffs ISFSI decommissioning trust accounts that was separately identified and not included as part oflthe facility radiological trust fund balances reported earlier this year in CENG's biennial report on decommissioning funding (Reference 6), Fund growth through the estimated period of ISFSI decommissioning (currently estimated to be 2065) will provide adequate funding assurance to decommission the Calvert Cliffs ISFSI.

Ginna ISFSI The Ginna ISFS1. which began operation in the third quarter of 2010, is licensed under a general license pursuant to Subpart K of 10 CFR Part 72.

Title 10 CFR Part 72 does not require submittal of an application to obtain a general license, and the currently effective provisions in 10 CFR 72.301A)-(b) pertaining to submittal of a decommissioning funding plan do not apply to a general license. See 10 CFR 72.13(c). Therelbre. 10 CFR 72.50(b)(1) does not require submittal of a decommissioning funding plan when such a general license is transferred, Nevertheless, CENG has planned and is providing financial assurance for the decommissioning of the Ginna ISFSI facility as part of its site-specific SAFSTOR decommissioning cost study submi-Led to the NRC on November 20, 2009 (Reference 4). It is expected that little, if any, decontamination wvill be required in connection with decommissioning the Ginna ISFSI.

The site-specific decommissioning cost estimate assumes that the iSFSI pad and horizontal storage modules would have no activated concrete or surface contaminatien_

The site-specific decommissioning cost estimate for Ginna indicated that the total cost of ISFSI decommissioning would be approximately I

] (2009 dollars) for the selected SAFSTOR scenario, with the ISFSI demolition occurring in 2045-2046. This amnount is the stun of [

I on page 49 of 52 plus f I on page 50 of 52 of Table 3 in Appendix l) of the Ginna attachment in Reference 4, As explained in the latest CENG biennial report on decommissioning funding (Reference 6). as of December 31, 2010, there was approximately $264,864.000 in the radiological reactor decommissioning trust for Ginna.

After expending the reactor radiological decommissioning costs (in 2009 dollars),

adjusting the amr.ount to year-end 2010 dollars, and escalating the funds at a 2 percent annual real earnings rate. a balance of approximately $125,686,000 would be available to pay lbr the costs of non-radiological decommissioning of the facility and spent fuel nmanagement activities, including the [

1 in ISFSI decommissioning costs, thus assuring that adequate tfnds are provided for decommissioning the Ginna ISFSI facility.

A'rFACHMENT 1 RESPONSE TO NRC REQUEST FOR ADDITIONAL INFORMATION (NON-PROPRIETARY) b) Explain the procedure that -,rill be *e'd to add financial assurance adequate to cover rthe cost of dlcommissioning each ISFSt to the amounr of/financial assurance requiredJbr the reactors.

Financial assurance to cover the costs of decommissioning the Calvert Cliffs ISFSL and Ginna ISFSI is already being provided, as explained in the response to RAI 1 (a). Thus, no added assurance is currently required. For Calvert Cliffs, trust funds for ISFSI decommissioning are separately identified and subject to periodic adjustment in accordance with 10 CFR 72.30(b). For Ginna, the ISFSI decommissioning cost estimate is currently included and updated periodicaliy as part of the sire specific SAFSTOR cost estimate. Both ISFSIs will comply with the new requirement to submit updated ISFSI decommissioning funding plans at three year intervals under the revised Decommissioning Planning rule (76 Fed. Reg. 35512, June 17. 2011,). when it becomes effective on December 17. 2012.

c,)

Explain the procedure rhat will be used to separately identiý6 the amouftns o/financiad assurance provided Jbr each reactor and ISFSI.

As explained in the responses to RAI 1(a) and RAI I(b), trust funds for Calvert Cliffs' specific license ISFSI decommissioning are separately identified and not included as part of the fac.ility radiologicai decommissioning trust fund balances reported earlier this year in CENG's biennia! report on decommissioning funding assurance (Reference 6).

F-or Ginna. allocated funds for the general license ISFSI decommissioning are currently held in the same trust accounts with funds fbr facility radiological decommissioning. As part of compliunce with the recent Decomunissioning Planning rule (76 Fed. Reg. 35512, June 17, 2011). Ginna, along with the remainder of the industry, wihi assess the need to separately identify the amounts of financial assurance provided for the reactor and ISFS].

2.

Foreign Ownership, Control, or Domination:

in the supplement dated August 12, 201 1, the Applicants provided additional injormation to thle NRC rcgardingz FfK'D as it uelates to the CENG subsidiary licenses and ExAelon.

In Section IV. "Foreign Ownership or Control, "of the.ay 12, 20!] submittal. the licensees state that:

[EJxelon 's acquisition. of CEG will not result in (ENG or the Licensees being owned, controlled, or dominated hy an alien, fbreign eorpornytion, or.*oretgn government -within the meaning qf Nectons 103d or 104d of theA *.(naie, erSD7 Act, or the licensee eligibilit, requirements qf/l 0 (FR ý50. 3S.

Sectimon 03d of the Attomic Energy Act prohibits the NRC from issuing Lu license to:

faJn alien or any corporation or other entity i/'the Commission knows or has reason u o believe it i sV owned, controlled, or dominated bv an alien, ajbreigrn corporation or a fbreign government.

Section 50.38 of t1 CFR is the regulatory provision that implemnentts this statutory: prohiiiti.

+In order fJo the NRC to complete its review, provide the fl/lowing additional information:

a) Describe the type of shares (e.g., common or preferred stock) and shareholder rights o/f the shares nf E'velon stock that EDF Inc. will own at. the time the merger is :consumm.ated. In addition, state what rights, i/fapplicable. EDT Inc., will hove to nominate any Director(s) to Exelon s Board of Directorv at the time the tranayrr is cons inmated and in the fatatre.

EDF Inc. (EDF) currently holds approximately 14.46 million shares of commo.n. stock o' Constellation Eneryv Group, Inc., which represent approximately 7.2 percent of the outstanding Constellation shares.

In the merger of Constellation with Exelon Corporation, the Coustellation stock held by EDF will be converted into approximately 13.45 million shares of Exelon common stock. EDF will, as a result of the merger, hold approximately 1.5 percent of the issued and outstanding common slock of Exelon. As the 3

AllrACHMENT 1 RESPONSE TO NRC REQUEST FOR ADDITIONAL INFORMATION (NON-PROPRIETARY) hoider of Exelon common stock. EDF will have no greater or lesser rights than any other holder of Exelon common stock. In general, this includes the right,o vote on matters on which shareholders are entitled or asked to vote, such as matters of corporate policy and the election of members of the board of directors, and the right to dividends as and when declared payable by the board of directors, However. beyond its ordinary shareholder rights, EDP would not have the ability to exercise control to nominate or appoint any directors to Exelon's Board of l)irectors. Neither EDF nor any other Exelon shareholder has a right to appoint a representative to the Exelot board of directors. Like almost all other publicly-held companies, Exelon's bylaws include a procedure that allows shareholders to place the name of a candidate in nomnination for election to the board of directors. Shareholders are also permitted to submit recommendations to the Exclon Corporate Governance Committee, which serves as a nominating committee for the board of directors. EDF as the holder of Exelon common stock, will have the same opportunities as other shareholders to follow these procedures. There are also no voting arrangements between EDF and any other shareholders that could give EDF additional voting power relative to Exelon, such as matters of corporate policy and the clection of members of the board of directors.

b) Dccrihetthe procedures that ivil he used to avssre that EDF lmc. 's shareholder righi.s in Exelon do not resttit in EDF Inc. participating in decisions concerning nucieur.ct'qfjt) or securitv.. obtoinhý,ý.

r.-sl~msbiltv i~ spcinumclear mnaterial: or gaminig access to restricted dam.

EDF Inc.'s less. than 2 percent shareholder interest in Exelon will give it no right to participate in management decisions of Exelon. including any management decisions concerning nuclear safety or security, or to ob-tain responsibility for special nuclear material or access to Restricted Data. EDF will continue to be an owner (49.99 percent) of CENG and participate as a member in the CENG joint venture subject to the Negation Action Plan approved in connection with the NRC October 30. 2009 orders approving EDF-s investment in CENG.

The CENG Operating Agreement requires the CENG board of directors to appoint a Nuclear Advisory Committee composed of U.S. citizens who are not officers or directors of CENG. EDF, or Constellation Ener&y Group, Inc. The Nuclear Advisory' Committee is responsible for oversight to help ensure that CENG is in compliance withi 'laws and regulations regarding foreign domination and control of nuclear operations and that a decision of' a forcign g:oenincnt could not adversely affect or interfere with tihe reliabic a-,d safe operation of any nuclear assets ofICENG or its affiliates.

y) vpiain what right oqf appeal to Exelon the Nuclear Advisor, Committee (NAC) has in the event thk CEN (3 Board or its Chairmnan takes -in aclioit regarding FOCD in a monanner not recornmended bh, the IAN C.

The NAC is an advisory board that reports to the CENG Board of Directors.

The roles and responsibilities of the NAC are set forth in Section 7.5 of the Second Amended and Restated Operating Agreement for CENG. dated November

6. 2009 (CENG Operating Agreement.', submitted in Reference I). The NAC's activities are also guided by the NAC Charter (Attachment 3). The NAC's primay responsibility is to work with the management of CENG to determine if any potential FOCD-related matters could affect the reliable and safe operation of the CENG nuclear facilities or assets and whether the company should take any additional steps to ensure compliance with FOCD requirements.

The NAC does not have a decisidn-making role for CENG. nor is there a formnal "right of appeal" if the CENG Board or its Chairman takes an action in a manner -inconsistent with a recommendation of the

NAC, FHowever. there is nothing that prevents the NAC from engaging CENG's parent companies -

incliding Exelon fbllowing completion of the proposed merger - on any matter of concern to the NAC, includingo matters ofcompliance wvith NRC FOCD requirements.

4

ATTAC1MENT 1 RESPONSE TO NRC REQUEST FOR ADDITIONAL INFORMATION (NON-PROPRIETARY)

As NAC member Richard Mcserve described to the NRC Staft'during the applicants' September 26,201 I meeting. with the NRC, the NAC has mnet with the Constellation Energy Group, Inc. (CEG) Board of Directors' Committee on Nuclear Power on more than one occasion. "he Committee on Nuclear Power provides corporate oversight of nuclear safety,. security, and reliability matters for CEG. The applicants expect that the same interaction would occur after the closing of the merger. For example, the NAC would be free to meet with the Generation Oversight Committee of the Exelon Board of Directors foloowing consummation of the deal, That committee provides corporate oversight of nuclear safety matters, including compliance with NRC requirements. for the Exelon fleet. If the NAC were to have a concern with an action of theCENG Board or its Chairman regarding FOCD, the NAC is free to raise the issue with Exclon's Generation Oversight Commitlee or with management within the Exelon Generation organization.

Moreover, and as stated by Dr. Meserve in his presentation, to the Staff during the September 2 61" meeting, the NAC can always take matters of FOCD concern directly to NRC if conditions warrant such attention:

d) State whether Evelon will have the jtmver, whether or not exercised, to influence or override the CENG Chairman " casting vole, nr a decision by the CENG Board on FOCL) matters. In addition.

stata if in the, 'vent Evelon influences or overrides the CENG Chairman " casting vote or a decision by the CENG Board on F(.OCD matters, whether Ex elon is required to obtain the advice and recommendation cry'fhe A4C After the closing, Exeion will be one of two ultimate parents of CENi but will not have any additional rights To participate in CENG beyond those held currently by CEG as a member. Exelon will not have the power to override the CENG Chairman's casting vote or a decision by the CENG Board on FOCD matters. Following the proposed transaction. CENG will continue to operate as a joint venture. as it does now pursuant to the CENG Operating Agreement.

"li~c Operating Agreement establishes thie requirements and procedures for governance of the joint venture. CEG and EDF only have the right to participate in CENG as members subject to the terms of the CENG Operating Agreement. Members do not have the right to override the CENG Chairman's casting, vote authority or a decision by the CENG Board on FOCD matters.

As described in the response to RAI 2(c). Exelon is not requiredto obtain the advice of the NAC because the NAC is an advisory. committee for the CENG Board of Directors. Nonetheless, there is nothing that would prevent Exelon from communicating with the NAC on any FOCD matters, and it is expected that such interaction will occur, e) Explain how.Ecion and CENGI will alloc'le authorit, and accowutabiliiy regarding F'OCD issues.

obtaining the advice ol the CPN!G NAC, and taking action on advice given by the A`(-C. In addifion, explain how Erelon and CEANG will resolve any dijfrrences ojfopinion regarding F(X'L) issues.

Constellation Energy Nuclear Group, LLC is responsible for ensuring compliance with the Negation Action Plan, The Nuclear Adviorv Committee assists in that compliance by advising CENG on FOCD matters. Following the merger, Exelon will have corporate oversight responsibility as an ultimate parent company with respect to CENG's performance and compliance with NRC requirements, which would include the NRC's FOCID restrictions.

As explained in Exelon's Augttst 3. 20i l RAI response. the Exeion Board of Directors has established a Generation Oversight Committee that is responsible for l3oard level oversight of all nuclear and other generation matters, including regulatory performance and compliance with NRC requirements. including FOCD issues. As noted above, it is expected that Exelon will also communicate with the NAC on FOCD matters as part of its corporate oversight.

ATTACHMENT I RESPONSE TO NRC REQUEST FOR ADDITIONAL INFORMATION (NON-PROPRIETARY)

Exelon and CENG will have multiple avenues to resolve any differences of opinion regarding FOCD issues. These include the ability of either Exelon or CENG personnel to report an FOCD concern to their supervisor or to enter a potential FOCD concern into the corrective action program, or to raise the concert with the Employee Concerns Program (ECP).

Both CENG and Exclon maintain ECP programs.

In addition, Exelon or CENG personnel mnay bring the potential FOCD concern to the attention of the NAC.

and they are always free to report any concern directly to the NRC: The NACs advisor, role can be particularly useful in helping to address any difference of opinion regarding a FOCCD issue by providing independent expert advice. It is important to note that Exelon has substantial experience in this area as a former owner of AmerGen Energy Company, LLC. a 50/50 joint venture between Exelon and British Energy, which had a governance structure and negation measures similar to those for CENG.

f)

Describe the procedures used b. CENG to ret-wrt FOCD matters and concerns to the !AW.

In addition, state the rights wnd obligations. if applicable, *',elon wiltl have if obtain the: advice oft Ihe AMA C on any 1"tenti'a F(XI) matters be/ore raking actions that ma)' a/frct FOCI), and the extent to which thie A4C wiltreport to or advise on FOCD matters to Exelon.

As noted above. CENG personnel have multiple avenues to raise potential FOCD concerns. If CENG personnel identify a potential FOCD concern, they may bring the concern to the attention of management, enter the issue into the corrective action program, or bring it to the attention of the NAC. The NAC Charter also contemplates that the NAC will take an active role in identifying potential FOCD issues.

The NAC typically meets four times a year and its meetings include discussions with CENG management. During the year., the NAC has contact with various levels of the CENG organization. The NAC's formal communication to the CENG Board of Directors is through the NAC'ý Annual Report.

However, CENG can bring FOCI) matters or concerns to the NAC at any time, As shown in the NAC Annual Report for 20l10. CEN6 has utilized the resources it has avaiiablethrough the NAC to provide an independent opinion on FOCD matters.

It is important to reiteatne, as NAC member Richard Meserve explained to the NRC during the September 26. 2011 meeting, that the NAC is not passive--it seeks out FOCD issues and will contact individuals at various levels within the CENG and CEG organizations. It is expected that the NAC will continue to ftnction in the same proactive manner with Exelon and Exelon Generation when the proposed merger closes. The NAC does noty limit its discussions to senior management, but rather will speak with relevant employees within the organization to gather additional information on matters that could affect FOCD. For example, in 2010. the NAC self-initiated a number of inquiries into issues such as cyber security, fuel procurement, staff training, control of Safeguards Infbrmation, export controls, Foreign Corrupt Practices Act procurement. and post-'ukushima actions (such as plant walk downs). The NAC has an observer at CENG Board of Directors meetings. The NAC also engages a consultant to the committee who helps conduct interviews with management and other reviews, and engages its own legal counsel with expertise on foreign ownership issues.

g) Describe the procedures used by the,V.4C to meet with and discuss FOCD matters /t CENG ', parent companies within the corporate structure, both pre and post conswnmmation of the transfer.

The NAC's activities in this regard are guided by its Charter (Attachment 3).

Because the NAC is established as an advisory committee to the CENG Board of Directors, there is no formal process for the NAC to meet with and discuss FOCDi matters with CENG's parent companies. However, it is expected th!-t such contacts would naturally occur as a part of the NAC's function. As described in the response to RAI 2jc), the NAC has meta with the CEO Board of Directors' Connmittee on Nuclear Power on more than one occasion.

I" the NAC would like to discuss FOCD matters wift, CENG's parent companies or 0

ATTACHMENT I RESPONSE TO NRC REQUEST FOR ADDITIONAL INFORMATION (NON-PROPRIETIARY)

CENG's parent companies would like to discuss FOCD matters with the NAC, nothing prevents tham interaction from occurring. The same will be true after the consummation of the merger.

It) State if in the even~t oala deadlock,hv th~e EDF" Inc. appointed CENG Board of Directors on the budg'et as ht relates to plant tnprovements, mtilear sufeiv, security and reliabiiiz:, whelher EDE 1nc. 's participation is requirec to form a quorum on NRC-designated activities, other than related to speciai matlers

.',s described ili the CEN.t Operating Agreement.

Unanimous approval of CENG directors is required on special matters that reiate to economic and budget matters, strategic business decisions, and governance. Nuclear Regulatory' Commission precedent has recognized that such bu(siness decisions can appropriately be reserved for the full board of licensees with foreign directors. A budget matter is. generally for the full Board to decide, and all directors appointed by a member must vote in the same manner (i.e,. as a block), either fbr or against: See CENG Operating Agreement at Section 7.2(i): Thus a vote will either be unanimous or deadlocked. In the event of a deadlock, if the matter relates to any of the several matters subject to the U.S. Chairman's casting vote (including NRC licensed activities, nuclear safety. security or reliability), the issu'e would be decided by the U.S. Chairman, Under Section 7.2(g) of the CENG Operating Agreement, the action of a majority of directors at a meeting at which a quorum (a majority including at least one CE(i and one EDF director) is present constitutes an action of the CENG Board, provided at least One CEG and one EDF director votes in favor, except for matters decided by the Chairman's casting vote pursuant to Section 7.3(c). Thus, while EDF-s participation is generally required to form a quorum. the U.S. Chairman's casting vote authority is excepted from the quorum provision of Section 7.2(g) (see also the final sentence of Section 7.3(c).

"notwithstanding 7.2(g), any such action [the Chairman's casting votej approved pursuant to this Section 7.3(ct shall constitute an action ol'fthe Board of Directors").

() Slate whether the N4,C would harve any authoriO, to prevent a FOCLD event or issue fr'om transpiring once it was hrought to the ulleantiio olfthe A.'.',

The NAC is an advisory committee and does not function in a decision-making role. If the NAC becomes aware of an FOCD event or issut, it wii bring it to the attention ot CENG management and/or the CENG Board nf Directo.s. The NAC may advise the CENG Board and provide its recommendations regarding the regulatory or safety significance of the issue, and recommended actions to address the issue. in this manner, the NAC may have a role in preventing an FOCD event or issue from transpiring. As explained by Richard Meserve during the September 26"' meeting. the NAC may also report any FIOCD concerns to the NRC or other U.S. governmental authorities. See CENG Operating Agreement at Section 7.5.

j)

State if there will be any-changes to CENG 's Board of Directors,. Also. explain the term "indepiendent director" ay ;t appiies to both the Exeh;n and C(EG Board of Directors, and the criteria used to deternii.naWt [:,ic] that a director is indcependent.

Exelon has not identified any proposed changes to the designated CENG board members; however Constellation Nuclear LLC has the right under the Operating Agreement to do so at any time and Exelon may cause Constellation Nuclear LLC to make changes in CNCG board membership following closing of the proposed merger.

The NYSE independence rules are detailed and complex. Generally speaking, independent directors of CENG are people who are not currently employed by CENG or its subsidiaries, have not been employed by CENG oir its subsidiaries during the past three years or served as an executive officer of CENG or its

ATTACHMENT I RESPONSE TO NRC REQUEST FOR ADDITIONAL INFORMATION (NON-PROPRIETARY) subsidiaries, are not consultants to CENG or its subsidiaries who have been paid more than $100,000 in any 12 month period in any of the last three years, have not engaged in material transactions with CENG or its subsidiaries in the past three years, are not employed by a company that has had transactions with CENG and its subsidiaries in the past three years that exceed 2 percent of that company's consolidated gross revenues in its most recent fiscal year, and have no other material relationships with CENG or its subsidiaries. An independent director is obligaed -o act in the best interests of the corporation and the shareholders. Independent directors are not employed by the corporation, its subsidiaries, its owners, or any of their atliiiates, nor are they controlled by or acting at the direction of the corporation, its subsidiaries, its owners, or any of their affiliates.

k)

In the submittal datedaAugust 12, 2011 CEA?(; stated that:

For an approximately 50/50 joint venture like CENG, deconsolidation o/ the joil7 ventuIc" S

,financial results fio.m those ofthe parent would usually be considered to provide a more.fir presentation. In this regard, CEG determined that CEG and EL) should be considered to have joint control of CENG under the applicable accounting standards r: '.ASC

10. and thus neither CEG nor EDF Inc. would be considered to have a controlling.financial interest.

The NRC stafJ'notes ihat a FO(i) deiermination by the NRC is based on the totality of facts since a fforeign enitity may exert indirect conwot due taojctors other than v'tinýg interests. inchludingfinanciel interests.

E'xplain how the negation action plan approved in 2009 is still appropriate-dute to CEG ceasing to have a "controlling financial interest" in CENG since CEG and EDF Inc. are considered to hcnwe "int control" ovcr the day-to-daY hbusiness activities of CENG, as stated in response to the NRCY RAI on the June 30. 2010. Securities and Exchange Commission letter.

As explained in CENG's August 12, 2011 RAI response, the Negation Action Pan is working as intended and remains appropriate. There has been no change in FOCD matters within the meaning of the Atomic Energy Act since the Negation Action Plan was approved in 2009. The SEC letter "ddressed "controlling financial interest" solely tbr accounting purposes - i.e., to determirne whether to deconsoiidate the fiancial results oI"the CENG joiny venture from those of the parent CEG - in accordance with a Financial Accounting Standards, Board financial aucounling standard. The term "controlling financia) interest' in this standard is not the same as the use of the term "control or domination" in the Atomic Energy Act.

In any event, while CEG detennined that EDF should be deemed to have joint financial control over day-to-day business activities of CENG within the meaning of the fimancial accounting standard, it at i1 times remains subject to the casting vote authority of the U.S. Chairman over matters of nuclear safety. security and reliability.

I)

On page 4 of1 the 2010 E'lecricilt dve dKance S.A. (Erd))

Annual Report, EDF states that it owns 48.96percent of the equity and 50 p1,ercent of the voting rights in Edison, an lialian company (w

wcdtfconmj.*

On August 2, 201 /. the (;overnmentA Accouming qofice issued a report regarding the Comprehensive Iran Sanctions, Accountability and Divestment Act of, 2010for the Senate Armed Ser'vices Committee titied: "Firms Reported in Open Sources ais Hjavin(i Comtmercial.ctiviyv in Iran 's Oil. Gas, and Petrochemical Sectors'. " On; page 5. Ediion is listed as a firm identified hy "he

('A() that had commercial activity in Iran's oil. gas, or petrochemical sectors !i'on.anuary 2010 to Maci 2011.

Indicate !he current equity and voting rights qf Edison, and anty other corqoration listed in the August 3, 2011, G;AO Report hY, EDF. and whether the negation action plan previouslv approved in 2009 is szft/ient to negate any indirect impa_'t of the Edison ownership., or oilier financial arrangements and ownership with fi.reign corporations us having eommercia! activity in

AT-ACHMENT I RESPONSE TO NRC REQUEST FOR ADDITIONAL INFORMATION (NON-PROPRIETARY) lhan.

hn tadition, regardinkg Consteliation and,FDelon, describe any financial arrangements wit/h Joreign corporations hotving commercial activit-iron as" provided within the GAO Report.

As reflected in the most recent EDF Aninual Report, EDF owns 48.96 percent of the equity and 50 percent of the voting rights in Edison. Edison and CENGi operate as wholly separate business entities under an ultimate EDF parent organization. Edison has no direct or indirect role in the activities of EDF Inc. or its role as a member of CENG. None of the officers or directors of CENG holds any position as an officer or director of Edison. There is no relationship between the two entities other than EDE's partial ownership interest in each company.

Moreover, the existing Negation Action Plan assures that U.S. control of CENG. within the meaning of 10 CFR 50.38. is exercised. No activity of Edison could override the casting vote authority of the U.S. Chairman of the Board of CENG over matters required to be under U.S.

control.

The Committee on Foreign Investment in the United States (CFIUS) reviewed EDF's 49.99 percent acquisition of CENG in 2009, pursuant to Section 721 of the Defense Production Act of 1950. as amended, 5t0 U.S.C. App. 2170.

The CFIUS rcvicw considers all relevant national security factors.

[Withheldfton 1

,.blic viewing in uccordance with jO CFR 2.390(t)(4) and 9. 7(qa)(4,)

Ii 3

Based on its revidw, CFIUS determined that there were no unresolved national security concerns with respect to the transaction and advised relevant members of Congress and Congres:;ional committees of this detennination. The parties were advised of the CFIUS clearance on March 30. 2009. and the NRC was notified of the CFIUS action by letter dated April 22.

2009 (See ADANMS MW,0912,04.39).

As noted above, the Negation Action Plan is working as intended to ensure that CENG is not subject to impermissibie foreign control or domination. Because EDF does not have impermissible control over CEN(i for purposes of the Atomic Energy Act aznd The NRC regulations, EDF's other subsidiaries or other EDF financial arrangcmints--in Iran or otherwise--cannot result in either direct or indirect control over CENG.

To the best of their knowlcdge, neither CEG nor Exelon have any financial arrangements with foreign corporations having cormmercia! activity with Iran as provided in the iAO Report.

REFERENCES I.

Letter froom H. B. Barron (CEG) and C. M. Crane (Exelon) to Document Control Desk (NRC), dated May i2. 2011, Application for Approval of. Indirect Transfer of Control of Licenses (ML I 1038A159)

2.

Order Approving indirect Transfer of Facility Operating I.icense, Entergy Nuclear Operations, Inc..

issued.luly 28. 2008, at D. 3 (ML080940364)

3.

Letter firom G. C. Creel (CCNPP) to Director. Office of Nuclear Material Safety and Safeguards (NRC)., dated August 18, 1992. Revision to the ISFSI Dccommissioning Plan (.4L98,20820002) 4, Letter from H. B. Barron (CENG) to Do)cument Control Desk (NRC), dated November 20; 2009.

Submittal of Site-Specific SAFSTOR Decommissioning Cost Estimate,; M,093340088)

5.

Letter from D. E. Lauver (CCNPP) to Document Control Desk (NRC). dated March 22. 201 1, Submittal of Site-Specific SAFSTOR Decommissioning Cost Estimates (MLI 10830680)

6.

Letter from S. Mormann (CENG) to Document Control Desk (NRC), dated March 294 20H1.

Biennial Report: Status of Decomnnissioning Funding (ML 10940057)

ATTACHMENT lb RESPONSE TO NRC REQUEST FOR ADDITIONAL INFORMATION (PROPRIETARY)

Constellation Energy Nuclear Group, LLC November 10, 2011

ATTACHMENT 2 INITIAL REPORT OF THE NUCLEAR ADVISORY COMMITTEE TO THE CENG BOARD OF DIRECTORS (REDACTED)

Constellation Energy Nuclear Group, LLC November 10, 2011

The Initiai Report of the CENG Nuclear Advisory Committee To the Constellation Energy Group, LL.C Board ot Directors December 13, 201.0 MEMBERS OF THE ADVISORY CONIMMnEE john Gordon, Chairman James Asselstine John Hanire Robert l-- anfling Richard Meserve

CENG Nuclear Advisoiry Comnmittie Initia', Report t~o the CENG Board of Directors I atble oiA C WUen s I

lcxecutivc' buvmnary..........................

3 IL Intruduction anid Scope of thi ej~r...........

tli, T'he Nudear.1dvisory Committee Charter...ý IV.

.'h*1, Rj7 OndatIion Or the Advismry Conrnmitil.t b, rvt osdo V.

i~li i).IL~fi 1,,,ekiG e ved 13)eAviowConr i

VI

( onMCiu4io:nM!, A d Observationb......................

CENG Nuclear Advisory Committee Initial Repurt to the CENG Board of Directors hixecutive wu-,u marv The independent Nuclear Advisory Committee ('the AC") was established through the execution of the Constelhaion Energy Nuclear Group, LLCl ("CENG" or "the Company'") Second

.Amended and Restated Operating Agreement ("the Agreement") dated November 6, 2009. Section 7.5 of the Agreement sets forth the role and responsibilities of the AC.

The AC held its first meeting on December 1. 29,0.

and thereafter began performing the responsibilities set forth in the Agreement including the development of the AC Charter. The Agreement and the AC Charter cal! for the AC to prepare a report, at least annually, to the CENG Board of Directors describing the AC's activities and any AC observations regarding issues of ",oreign ownership, control, or influence ("FOCI")

that could affect the nuclear operations of CENG. T"his report describes the activities of the AC dur-Ing calendar 201ZW, and presents the findings of the AC as called for under the Agreement.

The AC's primany responsibility is to work with the managemenrt of CENG to detern&te if any existing or potential FOCI related matters couid affect the reliabie and safe operation of the CENG nuclear facilities or assets and whether the Company

'"lie reference to CENG throughout this report is intendcd to inciude Constellatior., Energy Nuciear GrouP LLC, its Sutbsidiaries aird Affiliates.

CEN{; Nuclear Advisory Committee Initial Report to the CENG Board of Directors should take any additional steps to ensure compliance with FOCI related laws and/or regulations. Based on the effrts of the AC during this initial period of activity, the AC advises the CENG Board of Directors that nothing came to the AC's attention that would cause the AC to advise the CENG Board of Directors that CNG(; should take additional measures to ensure that the Company is in.compliance with U.S. laws and regulations regarding FOCI. In addition, and as called for by the AC Charter, the AC did not identifiv any s~gnificant MOCI matters that may have necessitated the AC to report such maners directly to the Nuctear Reguiatory Commission (the "NRC").

Section 7.5 of th Agreement descrbes the purpose and responsibilities of the CENG Nuclear Advisory Committee. Specifically, the Agreement raits for ithe AC to:

"At least annually, the Advisory Committee shall prepare a report and supporting documentation to be delivered to the Board of Directors, which report shall advise the Company as to whethei addit'onal measures shou!d be taken to ensure that the Company iS int. compliance with U.S. laws and regulations regarding foreign domination or control and that a decision of a foreign government could not adversely affect or interfere wlth thb reliable and safe operation of' any nuclear assets of the Compan*y, itis Subsidiaries or Afiliates,"'

ihis Initial Report to the CENG Hoard of Directors ("the Initial Report") provides an overview of the activities of the AC beginning in December 2009 through. the date of ThQ Consteltaion Energy Nuclear (Group 1 lAY, I

-:gtk Amrert. ue a e November'. 26,tM. p 41, 4

CIENG Nuclear Advisory Committee initial Report o the CENG Board of Directors this report as well as the observations of the AC regarding FOCI issues and the status of the Company's ability to respond to such issues.

Throughout 2010, Company management has been establishing the CENG corporate organization, infrastn.rrture, and governance, acquiring the requisite corporate staff and maintaining the existing operations of three nuclear generating stations. The focus of the AC's activities during 2010 has primarily been to understand the CENG transaction and the roles and responisibilities of each CENG joint venture partner, to review thc ongoing corporate organizational activities and the potential changes to any plant operating practices in response to the establishment of the CENG joint, venture, and to review those operating practces and proc:edures that could be most Ln*luenced by FOCI acl:ivities.

The members of the AC during this period have been: John Gordon (Chairman).

James Asseistine, John Hanmre, Robert Hanfling and Richard Meserve. 'The AC has conducted the majority of "ts work throu gh the rive meetings held during the period covered by this Initial Report3.- One of the meetings was held at the Calvert Cliffs Nuclear Power Station where the AC members toured and received a briefing on the numerous security upgrades completed there.

AC mcings were held on December 1. 2009. January 26th, June22"i. July 306'. and October 15'ý in 2010. A final 2010, meeting will be held on Dccember i t, primarily to plat, the AC activities for 2I!

5

CENG Nuclear Advisory Committee Initial Report to the CENG Board of Directors During each of the AC meetings, CENG management has candidly an'd openrly presented the status of the topics of interest identified for discussion by the AC. Those topics of interest have and will continue to include: the governance structure of the CENG organizations. t.he integration of EDF secundees into Company management, tLhe influence of EDP on CENG operating practices, nuclear security (including physical and cyber security), the screening of nuclear personnel, U.S. export regulations, the protection of critical nuclear infrastructure, domestic and international nuclear fuel cycles and CENG fuel purchasing practices, the decisions and actions of CEUNIG freign partners and suppliers, and the decisions and actions of Foreign governments wich influence over those foreign partners and suppliers, among others. i. addition, (IN(

management discussed other Lssues inlluencing the activities of the Company with the AC, many ef which are highlighted ih the following detailed overview of the AC's 2I0 activities.

The AC members aiso attended and observed th-CENC7 Board of Dircos r meetings held through-out 26i0. in addition to providing relevant Insights to the CENG Board cif Directors during those meetings, the AC members repmrted their observations.

conclusions and perceptions to the AC at each subsequent, AC meeting. The knowlredge gained at the CENG Board meetings in turn enhanced the AC's insight into imnportantt 6

CENG Nuclear Advisory Committee Initial Report to the CENG Board of Directors Company issues. the working relationships between CENG Board members. and tble.

working relationships between the C BNG Board of Directors and CENG management personnel.

IMI.

The \\u6iear.*iv1sorV t:.omtttee.tiarter Section 7.5 of the Agreement generally describes the governance, the members, the duties aund the responsibilities of the AC. Based on that Section, the AC prepared a Charter to further refine the AC's roles and responsibilities. The AC completed the drafting oft the AC Charme

("the Charter") in early 2010 which, was subsequently approved by the AC and, the 1 'VNG Board of Directors. The duties arid responsibilities contained in the Charter ale consistent. with the role of the AC as set forth in the Agreement. The fol.owing are certain excerpts from the Charter relevant to the scope of this report:

'The Adv'so-r Committee shall deliver an annual--.or more frequent if deemed necessary by either the Advsory Committee or Board of Directors-report and supporting documentat'on to the Board of Directors regarding Foreign Control Compliance Matters that -advises (he Company whether additional measures should be taken to ensure:

The adequacy of measures taken by the Company to continue to comply with U.S. laws and regulations regarding FOCI of the Company, and over the nuclear assets of the Company, its subsidiaries and affiliates, focusing on i) uclea--

seculrity plans, including physical security and cyber security: ii) screening of 7

CENG Nuclear Advisory Committee Initial Report to t-he CENG Board of Directors nuclear personnel; iii) protection Wf critical iuclear infrastructure; and, iv) U.S.

export reguiatims; and The adequacy of measures taken by (he Company to ensure that a decision by a foreign government or foreign corporation could not adversely affect or interfere with the rcliable arid saf'e operations of the nuclear assets of the Company, its subsidiaries, or its affiliates.'

"In addition and if appropriate, the AC may report any significant foreign ownership, domination, control, or influence matters that come to the attention of the AC directly to the Nuclear Regulatory Commission.'"

I V Ti t-i u datie i ut th orii vO r ~it~

bsur; itIý::ý,mcl Co ncl usionrs The observations and conclusions of the AC as contained in this Tnitial Report are.

primariy formulated. From the information and analyses obtained from the following three sources. First, at each AC meeting, the AC received an update from members of CENG management regarding the principal activities of the Company from the more significant, functional areas of the organizatiom including. operations, reguiatory. legal.

procurement and finance.6 As a result of these discussions. the AC proposed lb.- the Company to either respond to the questio.ns posed by the AC or provide additional independent Nuclear Advisory Committee Charter, -p. I amd 2.

ibid, pp. 2 aid 3.

6 CNG leadership from Whom the AC received brietinEs included: Michael Wallace. Brew Barron, and Steven Miiler. As requcsted. other members of the CENG managemenm team provided presetlatiorns For their specific areas of respansibility and expertise.

8

,ENG Nuclear Advisory Committee Initial Report to the CENG Boar'd of Directors infurmation or analysis to the AC for its crontinued conslderation.7 Examples of the issues reviewed *.idlor discussed with the AC during this periond included:

As hoted previously in this initial Report, the meembers of the AC also considered the information that was received and communicated.w the AC front each AC member following the respective member's attendance at a CENG uoarC o! Direciors meeting.

CI-t.S is the abbreviation for the Committee on Foreign Investment in the United States that is comiosed of various Executive Branch agencies. The Committee is responsible for maintaining the process and for reviewing proposed direct foreign investmen*t in the Unimed States for any national security concerns.

9

CiNG Nuclear Advisory Committee lnitiai Report to the CElNG Board of Directcors The second source of information that the AC has considered in formulating the observations at-d conclusions in this report arE the legal and regulatory analyses provided to the AC by the Company and by Arrold & Porter, 2. Washington D.C. law firm. Arnold & Porter made a presentadon to the AC in response to AC questions regarding laws Cnd regulations relevant to thc AC's scope of roview. TA us legal analysis included insight into FOCI issues, domest.ic Import and expoti regulations, aid other applicable laws and regulations.

The NAC members also participated in a FI)Ci prc-edures and practices update provided hy the LNG Geneal Counsel. The CENG Chairman requested that the AC discuss with management various issues or events that may potent-la~ly represent example~s of FOCI. At Ohe direction of the AC, Arnold &

Porter atd the General Counsel's office of CENG jointly developed. presented, and dis,:ussed examnples of potential FOCI matters with the AC and CENG management. A parmer of Arnold & Porter regularly attends the AC meetings as counsel to the AC and provides timely insight and consutation as necessary.

10

CENG Nuclear Advisory Committee Initial Report to the CENG Boa'rd of Directors The third primary source of information that. the AC has considered in fornulating the conclusions herein is a limited review performed by Navigant Consulting inc. ('NCI)-, on behalf of the AC concerning CENGs current ability wo identify, evaluate and respond to potential FOCI related events. The NCI review was performed pri.marily through discussions/interviews with various CENG management personneL Additionally, NCI reviewed the CENO Bioard of Director Meeting Minutes and various other relevant documents provided by CENG. NCI discussed the results of its review with the members of the AC.

IcfLI b

I ýi

[\\'eV I vite wuI[

e By th! A.dvisory L o011I te During this initiai perioci of AC activity, CENG, consistent with the operating procedures and practices evmployed prior to the CENG/EDF-transaction, continued to operate three nuclear stations.

The AC received briefings of thc CE-NCG Board KO Directors' activities, the transition and integration eflbrts of CENG management and the ongoing activities of each station.

In addition, the AC requuested a more detailed discussion of certain CENG practices and procedures that in its view may be subject to greater FOCI ol legal and regulau)ory risk.

The following are summaries of the information discussed with the AC during these more detai~ed reviews.

'N.avigant Consuhing Inc. is an innemationra! consulting finn. Senior members of this fi.m-with significant nuclear power expericncc provided assislance to the AC during 2010.

II

CENG Nuclear Advisory Committee hiitial Repor. to the CENG Board of Directors 12

CENG Nuclear Advisory Committee lnitiai Report to the CENG Board of' Directors 1.

rio

-, --- t,

- e af this Report, the AC Nwas notified by nianagement that ?T)F becamec the sole owna-r OT lniar Nueclar Enrg LLC ("Wn:Star"), by purchpsing Constellation Energy's UniStar owaership mhr.~

November 13

CENG Nuclear Advisory Committee Initial Repon'. L the CENG Board of Directors The AC has completed izs responsibilities to the CENG Board nf Directors under the, Agreement and the AC Charter fbr calendar yeat 2010.

Those responsibilities generaily include determining whether additional measures need to be undertaken by CENG to: t) ensure the Compay's comp"liance with U.S. iaws and regulations regarding FOCI over the nuclear assets of'the Company and 2) ensure that action by a foreign government would not adversely impact the reliable and safe operation of the Company s nuclear assets. Based on the work undertaken by the AC during this initial period of activity, nothing has come to the attention ot the AC that would require the

!4

CENG Nuclear Advisory Committee initial, Report to the CENG Board of Directors Comrpany to take additional measures to ensure coiMpihance with U.W.. laws and regulations regarding FOCT over the CEING nuclear assets or the potential reliable and safe operation of those assets.

Furthermore, the AC has not identified any significant matter or matters thai, could potentially affect the safe, secure, or rel-able operation of the Company's nuclear assets that would require an independent reporting to the Nuclear Regulatory Comr i ssiort.A-As noted above, the managenment of CENG. has actively brougheN sign!flcant or materiai issues related tt, the AC's Charter to toe AC :or its review, consideration, and insight, including issues that may arise as, result. of the extiended relatioMship between the two CENG parent, organizations. The-AC urges roanagement to continue to be sensitive to the issues of interest to the AC and to continue to brfing potentially relevant issues to the AC'S attention as the AC con"-nues to execute 4ts FOCI oversight responsibilities to the CENC Board of "r.ectors. Th.-r AC also encourages CENC management to consider additional ways to enhance the role. of the. AC duiring the coring year. The AC is pleased with both the responsiveness o, mnanagement to th-k It should Lc notcd that 'ie determination of the significanzc Mof a. potelial F(;I matter r.remains with the cxperience and judgmert mt tha AC and their evaluation of the matter. TPe facts, circumstances, risks, and Imnnerous other issues associated with such a nmiter wouwd need to be fUly vetted by the AC pi.,ir to determining the tevre of significance and need for reporting to the NRC.

15

CE.NG Nuclear Advisorv Committee Initua! Report to the C-1-G Board of Directors AC's issues ol interest and the futt and constructive support that CENG management has providced to the AC throughout the year.

,6

ATTACHMENT 3 CHARTER OF THE NUCLEAR ADVISORY COMMITTEE TO THE CENG BOARD OF DIRECTORS Constellation Energy Nuclear Group, LLC November 10, 2011

Charter Independent Nuclear Advisory Committce Constellation Energy Nuclear Group, L.LC As provided iOi rn the Seiond aKI M

rttccd and Restated Operming Agreemntm W Counstellan Lnergy 'N"ucliar (iroup. LI.,

a Maryiand limited liability company

'" perating,_

reemnenl"') WCorstelktiad Energy Nuclear Qroaj. LLC.

le -(:*ompy"').

the Company has cstabtislied an independent Advisory (rmmi'tec ("Adi;sord

.'onmmrnj'"). The prinipai purposes ofth-e Advisory (Jom itc"'- arc to:

Provide transparency to the k;.S. Nuclear Rcgulatory Commission C-NRC') and olherU.S. government authorit.ies regarding issues related to fbreign ownership.

control or txi ucoce ("EOCl') over' imeicar operationls planned crecondueted 1by

!he Conpanxy 0

Advise and makc recommcndations to the. Company.s Board o. l)ireciors ("h3ourd of l):rectOrs whMeter measures addilional to :,hosc alrcady in place should be tak-n to ensupre that h to Company in compriance wi.h *.-S, laws and regulations rnegarduing F(. iu os retated

inc, n

-pruoi eration and fuel cvzlc minatelrs, and ik aclon by a foreign government or R1rCigin corporat0 n coulid rotl adversely afl-ect or inter!re willh the reliable and sai,.

operations of the rucleir assets of Hle Colnpayiy its subsidiaries and affiliatcs ii and ii. colectiveiy.

Me "lirign Ckontml Compliance Mat.ers'). and zo providc remnts and supporting documentation to the lBoard of DirMc=ors relahing R, such 'oroign otrol Comtr iacp

.M rs onl at least an Uantlai ba asis.

Operating Principles Tn.:" Advisory Cotnmmittee s non-voli-:nI and srictly adv isbury nh c.l.

Respotsibilit v the iiiatuageinenl of tbQc (,.ompany's business and alfairs ries's soicv,it-the OBoard or Directors. t.o wonm One Advisory Comiit.tee reports.

The Advvisory Committee shalI dtIver ut a:ttu - or toir t*re ne*ucn if dettied necessary

!hy either tnc Advisory C. omm ittee or.. l~oaid tf [irectors-.report and sa.p~port n*

dociumentation tLo :h. Hoard of )ircctors regarding Foreign Control C(omphan:ce Mailers ha Wadvises The Co*:pany wheter tidiltt*;n] reasurcs r, hoa d bc taken to eltm*e:

I'he adequacy ol'meas.urcs,akc: by the Comparnv to continue to comply wi*h I L. MaYs ard regulations recgamding FOC( ctl tCOw pany. oand ovcr the

ic

,clear assets o ;t hc tATarnpaiy, its subsidiaries a~m aflIiiles.

11h oCw Sina htTIt M:tlckar secrtyI I pI itts, inciudiieL physical scurit mi.

cyber security: Ht) screning of naciekr personnel: :::) pro-ccrion ofcritica! ncuclear inhfstrt.rc:

and iv) U.S. export regulations; and 29

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tbe CompanY s Operaatin.Agreement and all additiotal responsibilities it has undertaken in the roie it has been assigncd. The Advisory (_oininitLe*, shai: not howewvr.

miakc any rcpresetaions or statements or bchalf of the Compan:,., is parents, affiliates and subsidiaries-whether tor ptublic rulaions purposes or llhcrwi,,--whliut lirst securing written permission from the (Aonlp;iny or aoroprrictc parent. affiliate or subsidiary To ecx"Wlc As responsibilhies. the Advisory Co( mittee will haie the pvower and authority, at Ihe Company's reasonable cxpens, k retain outside consulants., lawyers, and accountants, delegate matters to Coinpany personnel and other wise do such ;,ther acts as arc reasonably necessary or advisable to carry.u, such rcsponsibifliies. The Advisory Commiiuee will. when reasr'abty :' ucsie by the Board of l)ir~etors, provide justification oi'the need lbr the survices of and ahexpenses ior sck cnnstlail lawyers, aMd accountants in carryi::g ow" the Advisory Cunionittec'.-; rcsporsibiiilics. The Secrctary to the Advisory Comtitee wil! Y tihe inlerfacc wih tihe C.ompany for the comraciing, (fnd piyyncnt for these services.

To help' ensure the successfbli eecNution L Itihe AdvisOry Comrniuec's respo-Sibililies. the Company will provide '.101 a.!nd prompi access to the Advisory :oin.,hteens requests i10

-eicvat

a. inii rmatin,..olicies amd access to (Company empoyjees. Such access ako will be ggiven to duly aulhborized and contractdia Consultants, lawyers and acoanants assistin'g ihC Ad isory Co:niituec.

Thc l1:sl ibnnai r1port of the Alvisory Committee stai be provided loe lkoard vi I)irectors in August 2D] f0. o"sooner il'rfco tCetd bi the I.oard of'Direetoi s. !!e Advisory Comnitfe,,II prepare and providc: additionil reports as rbed lr, the Board of IDirectrs, or as Whe Advisory Committee deems apprpriacL.

Memhership lhie Advi-v.. Cornti tee.it n-LC

a.

will ox., composed ol, ive mcmbers. al! cdt,aiii

'x{

be U.S. ittizns, and wiM he '-ppinld by Ve Board or" Direciors i, accoardance with Sedlion 7-5 of the Operaiing Agrcemen lA-Udditional members ol' t.he Advisory (Oio m'i'e may be appoin ned b1 '. he Board 1'" Direc'ors. os wvalTanlce.

O)ne "nen"*b"r of the Advisory ('omaiitc wil be appointed 1 the Brd f o)irectors.-t',h-Company as Chairman to'the Advisory (.orrmiltee.

Tj;en term of nofic lI-r Advisory (Co.miitfec cnmhcrs will toe" onc yer. ly, mutmal agreemen, the.

oard ia" Diroeffos rw ol'er. and an Ad&, ism( Committee member may accept, additional one-year anhoininei u

. Noiwiiihsmading the kq'nV. al Advisor?

Committee: iaenbcrs.iill servxe flc discrcjiin of thc Board f Director's. iud any Changc in the co:mposil on'of Adshalrv -amtitee lihail &-- approved ly th: !oard 0' 1Pi..-ctors in aceorrancc wilt- >,Sections 7.ic)(

and 7.5 of the Operating, Agrccincn.

31

Membership in the Advisory Commihtee should include individuals wifit prior experience ot, service in one or more of bhe h wing disciplines: nuclear Ltlwer: govenimem.

reguiatory agencies and processes; intcrnational business, banking aid finance; iaw; and nuclear academia. There should be particular emphasis on experience on tLhe Advisory C(ommittce rclated to tfreign investment ill the i,S. I specific t nuclear gcoeraiinp flaciiiti*.s, if" possi.lc y. and in nuclear power risk. s-udfy. ane security.

The Advisory ommiltni.e.-nay retain induecndcd counsel to enable the Ad visory Committee to perlbnn us obligalioMs hereunder.

[he Company will provide a Sccreýtary to the Advisory (Commhitec whli will, amon, odtcr duties. be responible tbr scheduling and providing notice U dreetin gs.

n.ulrcalltika mu with advisors to The Advisoy Conmittec, prmplahrig meeting minutes, arranging liar Advisory C(onivittee requested inkiin-rarion wr meeli.gs with Comnrpavly official* needed

-o IuLfill the Advisory Co tmirIee's responsibi li ties, managirg the. administrative rTrocesscs Fur retaining outside consultants: iawycrs, 'ra accoetuaans, as required by the Advisory Committee, mad assisting in preparing the annteai report of the Advisoriy iectings of the Advisory Committee The Advisory C'ommitiee will mect ai regniarly scheduled tinres. or at the xail of the Chainnan. nnt less than orce ner qluarer, eifler in person-ohr b,, tuephone during which call all participants may hear the others. Additional "nicc1 rs y hcalled by the C'hairman at his discretion. Mecings*,

will Ibx held ar h (e i oihleS in 3altimrorc, or at iocalions designated by the Chairman A\\ quorir.n lbr the conduct oi Advisory Conimitlec business shall consist V mqyfa norry ol tie A'd\\suy (.bOrmnitc members.

When practical.: Advisory -omrinoce fnc,,ines shall be ýc,:heduicd or called w-:i! in advance o-tie.eetings.

Cornpenssatioll Viembe's ci the Advisor(y (C mitnec,vi be compensated in acuordance wilh a schedule

• determined in accordance wilh Sectioia 7.3(c)W i i li'j o1thie Operating Agrccmcnl.

Compensation will include an alumai,:etainer and reasorable travel expenses !hr

-ltendingiveetin-.. as wcll as any prc-approved oricnta-ion -r if-,erti tXofv visits.

Indemnification/Liabiiity/ fnsurance As provided for iW the Operating Agreeen,.n iLe d

ow panv shalI indcninik mniimnbers of 0the Advisory Committee. while serving,,l Company or aLt c ('ompany's reqiesl any othcr entity, to the lull estent reWut:'et 0* perrIritted Under tIc law-i tS e V

tiate et Maryland, now or Ihrcalrter in owce. including the a.vancc ofl e.xpcnscs, under the procedr'c; sand to the ilili oxicnt pcrmil.cd by ki.

32

To the fullest extent permitted by MarWyand statutory (.r decisional law, as amended or imerpreted, no nmemcr of the Advisory Committec shal )e persona:lly habic in the Company or its Members Ifr money damages.

I he Company will. in ensuring this indemnifica ion, provide appruplair I&C:0 insurance coverage Ibr the Advisory Coimitttc menbrsc Conflicl of Intcres"INon--Disclosure Agrecement l}ach Advisory Committcc member, prior to assuniing their posilion; om tiec Advisory iOCmmi~tce. shaiH exccute a ton-diselosore agreement ("NDA-) in thave of the (.iompanly Such N-,)\\A will prohibit discinstur ofconldern ial CompanV hlbpnation to anonie outside offl-c (C'ompany. other than to appropriat U.S. govemnment agencies and autlhoritics in the pcrtbrmance of the Advisor'y (,umnittces du:.ies u;jd. ias necessary. to the Advisory Committee's consuitants, lawyers, and accountants in carrying out the Advisor*y Committee's "esponsihilities.

During each Advisory (CAnmhitwe members term Of seretC.' such member shall reirain, trom engaging in activities that would createn a:onflict o* intcrest br s.,cln member when pertormirntg Advisory Committee duties. Any cxistingu or potenti comc" of inoerest mtls, tpon kluwiedge of such conflict or potential conflict, he discloscd to dhe Chairman of the Advisory Committee and thc oard oh Directors. An Advisory Comnmittec nemlcr w a pt

.A or existing conlic1 of i:tcrusi shai racu-H himself'or herself iroun nv o

matter t-,n which the conflicl could aliec

• he Advisory Cotnmitcu.member s abilily li impartially and indcpodendtly pr ovide advice. Should the coWict be such that the Advisory C(ommitteu metMber,..b' 't." serve in an indenendeni capaciy is maler¶atly at R 0te-,

i*e Advisory,7borimitLce meciber shall tender bLs or her rcsig-miai:

or. almcrnativeiy, bQ remnoved by the Board 6!" Dircctors Annual Review by Board of Iircetor-s The Board o!Di rectors sha-l reviev the Advisoqr C"ornirittec. Scopt k; rcspm>s*sihilioes compensation and membership, annu iiy, Amuendment of the Charter fhc Advi<tory (omnmitiee sh:ali review 2n1d reIassess the.deqtuzcy vf this Charter a; lcast znnualiy. ann rcconimnmed anry propused changes tu the Board of oi)rcclors.

Tjhis Charter tmy be amended oMiv by a vote of the Board of l' iructars in ancordancc with Section 7.3(c)iv) of the Operating Agreencm.

33

Jo11ii Gordon Chairman CENG Nuclear Advisory Committee Gencral John A. Gordon (U.S. Air Force. Retired) servcd i the Whitc i loisc as tie Prcsidcnt's I omichand Securiy Advisor from,!uHo 2003 anti June 2i04 an a I)cpuy NWtincal Sccuri'y Advisor ior 'onikr Terrorisnm and the National Dircc~or i'm.

(Coun*er lerrorism from.Amc n

,)uP Ic 20(.3( Prior *.*c cini:!) tht While House teuam.

General Gordon was :hc first adrnlnistrainor ofl'bc National' Nxclear Seciur'y Ad-ninistration and Undersecretary of Swrgy. rcsponsibc ibr tii.c entirety of the naiiom's nucicar weapons program. serving o' kmcn 2000 IMO tiH imu 2102. As an Air horce fIbur-star genciraL he was IhC i)cput& Director ulCcntrat Intelligence from October 100 tniil June 2000. General GordMn *s Thk,-Iwo ycar Air Dorme eareer ineluded signilicnri concentration on research and dcvelopilcni, stratcgic litann ig, missile and space operations, ilnler-governlmenal operalions, and hvernationa negoiathns.

ieieraIl (Wordo.n howds an M.S. degree in physics and ro M.A. degree in business administration.

General (urdion is a v..wv privale consoiunar and serves on "Ae boards oftseverai corporalions and non-prIOmfi ganizitn.I;.

34

Jmies K. Asseistine Mr. Assasafe,' i, uaoaging Director and senior fixcd ijome reseurch analy' covcring.

1w r r p

er indusiry at Campits (pidal.

Mrr, Asse]tinc is rcspmlsiblc for riXCd income rescarch coverage or more than 100 in vestment grade -rdaed and high yicld Ctric u'i 't holding companies, operathIT compUMniei.

and itepeundont power producers. Mr. Assclstinc also serves as a member af the Advisony Bonrd Re 1nur Nuciear

'.n]i~Lgy.L.

a-joi#n ventlure behween Consiellation.ner"'y (Group and dcturicit d de Frauce estabished to devclop new nuclear paw;:r plm.

tn thi Uniltd

'S atIes.

Prur to joining larclays Capital i, September 20108, Mr. Ass-eistinc was. senior ý'.'xcd income research analys! covering the power industry at Lehman Brothers or more dian 18 years. WEhie at Lehman Brothers. Mr Assekstne was *oe gioWbal head o high grade creoit research f-or six years, and masa member of th lirc s investmelt Banking Division Con-mitontent and Bridge Loan Ciommieces in two years.

.On. Assetsiine served as a Comissier o the o A

.S. Nuciear Rtgulatory I.omitmission.

fri' i 982 't.o 187. From 1 978 to 19H2, 1hc served aN Associnate Counsel Jbr the i.S.

Senate C.nn.iB'ec on.tnvirotiment and Public Wurks.

White o: the staif of the coutimaec, Mr. Asswistine also served as a (o.t)ireclor o,."" tie colnnulticcs invMcstigat1nA t;ilhe ThrTC Mik\\ IShind nuclear" powcr, pl::fln accidtcn.

From 1977 to )978 and troun 1973 to 1975. Mr. Asselslinc served ýa a S!all' AtIurnue wi-.the 1

fi S. Nuciear tegplatory Comui.sion and li-Am I ;75 ino 977, he served as Assistant Counscl for tue Join Committee ot, A-ýoiiic unergy ol me I.S. (utDngress.

'. Assetstine holds a B.A. degree ii Poiitical Science from Virginia,-

PI.vtechnic Institute. and a.,.D. degree fio'n th

.I:ivc rsit ot'Virgi*ra.

35

Dr. Johni J. IHaimr Preidnt ndCRO, CSIS John, H-arrirc was cleewe' COS Presidentl and CIi()

January 20U()

BeWlr pOomiuycwsI.heserved as thc26111 J.. Dpul vSecretary of iV-fnse P'dritor holdin tit L

p

. Ile Ia th-idrSceay of Defense (Curnpttollcr) (I993-1997)y A,.,

COMiPAQtlr Orn Ilantr ws the pinclipl wasistan lo ti Srerxof ~~s for ifi prepartion. presnatiwon. aid ecxeeuwipr of the: defense budget mid ngnti Almprument prcigraim.s. In 2007 Secretary Gates appointed Dr. H anire io serve aIs chain-nar an f te [)elense 1Xoli,,

lioar.

Hefore scrx'in in the LDepurtnici-il o1)f6IezSC. D)r. Hanire. worked t~i tea y'ears as lie ww's priniarily responsib~le br [lie oversight and tvhiialitin ofpiieet ysuel and devdlopminci programs.

Wivene nudue ksmus and relatios with Pic Wate Approphimpon (An m itte.

Front i 1)78,o 19N4. D r. I ~mcserved in the Congression-'.l Budget Offlice. wher:

he beca-mc i,,s. Deputy. Assistant Dircirer Obr Naijo

~Secori and tnternwimm! AMftr In &rIr posijon. hc oversaw ania] vsis and othner supporti mr ininme itt olll' thic I ih)use ol Reprecsenitative-an-d ti-i 'Scija!t.

D r. Hamnre receive:d Kis P1.1), wiAl: djsi~n~ nn in 1979 Umo' Ah SMA o!:

Adwunced huerniational Htti~

tCL1 opkinls L'tvui VrttV I I ft~d cuiwJ oo in'tejmlatr'n fl polO tcs and econonkns zznd i.S. loeigný nute 971. In: reived Lt BA.\\,

w~t hig h 690,0Ln Rnubrn Aupyna Collego SWI~l MYi SInL11 Dakota.

C1Lnphilngi 11'p~'tkal CioflC and eeun.ni-iS ThC iu106,1 YV r

11 it h :AUdied Rowketetler 111W w\\ At r ryr i i

bwa lK i A~

AM-'

[I.Hnleina s wart itd to tire htmicrloi, I

1i nitiehl un anihoey reside in: BvlhcýAil.

NV~aryhlnd[

36

Robert L IIanfling Roncr, ý-iinfingisFin *a.%perenced rnana..r awl consultat w' ith 'livcrs~iH_6 cinpordtc iind ptbic-iýccduf exp~it3n Acog~Stl onl Mfeig) programs nd'rol \\

new cný~

lechimuuk'1 cis.

IUjXpwwcl 1111d myn-pItfikerat t10 i55Suc, I lulck~urfaii ty cleant up. c'tuti ic\\, issutc,. gL v,.,ncw ctf ultfitleti..

ti5 ww"l viiiilIt e.'cIlnd t nyohw aw; ARK flmmit II lloaganaCn cx paiicnc.

n lahnktai IM wground. andi ect'

~ tanae o~sanj: I nak tn'id impao i deci 0 ne ISCtIS V'in plos foillow.

(Covernnient Experience At Mv US Depanmen.I of 1-iiegy, scede~ as Chitf Sta'- to 1esNcretar) ot tl',rrgy I laze (; lQa;)

itanwsil ion tvam. estabiiliing mw po I ce and precdlumas A

1 I mt-r rol~wtr Qn 1WN I)Catnc ttcicftInei "aid tcstiiiclurcd htcdmiq proccdturcý !-or the clc.; e up sc'tln

'ili ntilcalt wcat Stl, ri Timc11 resulti ng 11cw C;Ontracts ýcd -LIsignttificant acC lent Int 0." Caclý OUt CSW110 snvilng.. (of M~ember of Secrmtay ol Eneirgy ABs Msy I'mro

'inde Secc iatt 01-F cnat'ij anmdCIO WNW~ serjit as~ Chadr wndw Setmetay D MgexI),

-c~pi n7 ',IMC Ir ivt1Sl ill

-,e117in I! '

[

D epalirnewii olý'iecn v cs tine hwmaw Awse FIt of aatoClt; aw Ihm at J~ Ildd to Rcqu"ns 3In' Propo~sa!s on ntucleair Ise iiliis drccnlurniatit' w r~ictIS.

Served wi teautx Uinder SLIc`Untry. LXCCWvut A..stti toI tW Tempo~'e~lt.adAtt~

~tt~

Admtni 0st rator ckiiringt theC Not w d MU atlet ttnin Mrt15113 (IN710

-~,jpr'Mng brOadpII ii Lacm divreuo: anzd it Qvct tnt Cli Claitji dvnwstic :o am; kiel-ninfma~lS cavvg" pvSotr~w3.

Nkmiberowf il Cartr VOMitil weU4 Lnu~g) 1441~t lidk Fure' w prtimariy rw~1wambilty lr everal ritajor legislliv' t yeprvp05.s Inclutdintg Ik he raivoi:a NII P

a:a~ings A tort an he N I: lr Siin tit a nd Jcts inc Bll. Worksed will' h tongreis, Oolvet-nors aod nthe tC in~

t ott y asss

Ž151'1111&e p~tmsýagc QW&M ""Ml inmternal uv1eltegy areIttswiti' 17 I S aýipics!C r~i c.!

p

'C1hi~m jadJpw; the 1t*detel iRePUbkii 0! ~itiiIV.\\CJi~ICtUit alt~

ISI-riL.

NecolItter at hi hot dolilat v1 ioan rtttt lee t I:

tý;ecat I t : :I(

atall limit Vr'qjkx lt'.xperiettcet ir ill 01fLXT) *s amres :fcpniti?:F~fItcOV Scc:L t). Nait~i ln Scvurtt\\ (wczqwn'ts progrttms.) Sciet ice atd Feeliniluigy, -

nvirnnniestnwl Cluu aandti11 Initeli5 11t1iSl' I-L'upcitatii tint 1th IIb mt te-hc wihr Ail ol [)OE4 wnstwmdw Cws:

(te sm Stiid kmd 5"a 4 ttn gommmemrenS

cmunurew, IttiotIs. constinner troutts. emoployeccs :ind piib~i llICCPor)p 37

Rvtncwable mad New Energy Technologies lpi~iaicc~ lhr-evel

-mtca i~'.t'etirc conpnir :C) maui'-u-mwri,sir~kl Stat, arth m

KbOU RMiAd A~i ~nk"Ai iibows~ Scrmb~as Pr" r;;mnd CEO.

Mue nd uis Cabruca mw 01'0)

U 0cottci t a:paii~co mruaI biomiasý procewntci cotiparix viiniI effic-1 watecsi1r cotvcnl firom 60',. Zo 20%,. thwq etnic-iing c:oi ý,feztiv lljwponaloori a sn ioi3mvac.

NO:

(zntpaiiie havr nnv proizesses ttik C

ImA nWidl rangec Arlmmsihi tcvgy PrYCCincc k, 1710V Cc nonwi~c-a on] rcduoc C02 Caissio"a.

honiner [,csidni znd CKOI oi'n cmppan),Imit acvchpcd ttthnlitijgJa to dnc the wvatccu itmxdý C(W;%iC~lt Cci stb-bti vIntifl11S COAl NucWalr Power AWAvc aS lilt mahntC tMyak ~R Ow ~cymm u a!~i imc n mck powiiv.

as I )uvki Canrer Ad~niinisiratitil wimot IciWi

& Ir otfo Nut hair S iin:.- ;l

.Litcci

-Imin til To Ccicudeii'r sumcdardized pilart land a iilt cmiied consa ru,. ioni widc opciatirgii censeiŽ. AikV c nc~i, popl uraniton :ailings, ijiractL~ A~a iszant GLIW-rLli agc for 1 I pitad NUCCI uCicar rliauti,:', cAMIti ilmcrc iS pi) cLcd a tridu jjaVj~motja. Aich Man UMfct aed nuckar tuc aiism~hli tb oircm l hi]

m c

andoa~i cumipluc CAoVcs fov ýAc. ('1'.

mSptiav.

in.

Nuelvar No-ProliferatioL, F.) hia CHnn K anowd.Ž Qr Pie omli]mInmacit Wol U :iwd Slteis Iý~iIi~~tcucii ia U S Cj.

anti iI:,,: imp.lczimiitawin ol t~w Pl-,lU t.- IM: (*Saords 1111 ?ovhi.'

pt'laizktt ýýimc Kusaita.

cuiypcrii Ahi UvttISiC,imdi)

MW. itavlct Wpwh cito A

n k t~lon 16M~ci ti prrm otsni thy progm-a anrd Whn w Awi i n ocp cmmui ai WSn inuniaitma Il~

skpply coiapana'.; wklicit0: o.;m tlii Ak wn oi ked,-n tlho iiplnmim MO X disposai program.

Nuclear l'aeilitý Ceati tUp/ Iuivironn-;ficifiMngmn Consaii Ix, a Om cnpl ua nni Imw ned pmm acty rma ie~na'y w

itt LIC Ki pila.W tt q

phi incitidinci uran rn an ii utonjI1i-ni ro 1ti-iti c

in itecr a. Ptil~

!a ieN.

Fomrliyvt appmotllid Chiipico 11 Titee to' v

IU..nclar,%uite procegssiiie comlpany-At iý?l-,;t' Pic Wanlyr iiTtc rem was over 10 nt im pounN Kf In -Ic~

aie ýi Ole com pat1y* k-Wecrkc wit crciitc.s. cuciniacras F'dcrzl ;ti malclatorm-an itmirnue comipanbios pnoa i

d c

WcidM-t clcCk:11anaitced ocl-Iipaa sit' W -;

" 1ltc Scutlemeitenta niw ýalks of majo nut umno wittll ej tha i I,, mici i ait iiiftcvrtTS l-Cf l C I it RAI AMttin Romae 338

Pn:Spjcca M ltd (iaC I i: ;ior) !ihr a niw iccItic.

i,.lizy arid f tiu si sniat I :,;

regu ia

--h tutii:

Lvcsgmid Mhu pmumcs mid varlud vvithti r eguIialos. thb-if MWR UMUM.&

Mte ik cs~id bes 00) I i' dclfInt a at rv rclhc accuptiarbl -iu ciiicb mai co mia on ordcri~

Wtol ILI PV'lii i~tras I IVestn',

tuormer Nlcmnh.r at th, New Powerr~

Pove iol ýNiit St(111.)

lioard ctf Review, whichl provi"ýIS adisory opioioni; ieo rlovc disputs hbiwmt Awt

tncrnbcis of Nep-al's pncipsts' conilliiuce, Alpointcd Chiaptvi I ! luxtuc kor IS Mdrad&t Rei Scur~c Insozhian hMtkmipp.lu\\i; Iaipm~ p icr cat~ ianV cpy m tAm din,. )cvckpcd and negotiatd plait of ic r~aizatkiin 41 SatisVy %I morgandetiftor was appm cdi by the court. ll toisccuvcd ixehitois had received' 106 pti-ccaI~ o!'ihelir MUMbt ciaitns. (tiuctily raics bvenci rc(Iumxd urid slabilized, ant! tire k'n]-c-;i-msuppj y.i ocit cuivi piver las oumsni, Aritratetd sever-ni co:.njlcx dis.pucs sslottg ekettie4 uiiljticz.ý Corporatct Stratcgy AMUici haidingl comnpany mn nnnaeonmien 0111 ten iecinnagV baSted enPUW 1aic OWt I VS, and RU~SM ilaipW in oversec Ithe rmanj w cri vot ounc A% comptit' opcrutiuis. rwdcoi

ovurivad, itiscownutied or suio ronS nawchiid iot) if:( lrcct' prodacr. developed i uaicvici bstipess ilwii and oh~u ned add hiclt al new 11carmc irg". teIc a

C ti vusto ui-lun assulined mllanagel nclirI icapol ný tilt i i c Retained ats a business advirCa ob cS45 billin mimun pemain &Wn reuardig direc ventur uapial oq i'vciinetmen,,s. Worckd closely v ith man-ageient1,t Ic va-itatc and recontoteni puleniiiai in rx;. neti~ets atic repnr.cnit

!i he Union ilt bQ;ard 01ctji5 tose coinpaitm incluocdit ig one l'i o~r" pow4cr. ý,i -i-ch kthe pension fund', iccnev h-ad beenl iniecsivJ.

Moard s NTIW lain

1 a WANid~ ad forme ChAir-rnau inc Ward of Next las Ii cruv o

a. 5:.01 Q I) mno-proiiu1 cliti!) whichi 47foirnus publi ii. and priva-escc i lltird.rN s about ldvwlced Fos~ii "1

iccoat tit! '.f-icTCvvS Ont te PUNWi pokic vsIMre Wwu,- Lnergy Board, aknd it i iuslec cjitFisk i3.Ch 3 OL n Pu I vkchi d int ic f

Master in Nuclear krngimueriitc West V400nia 1. ;t~mivcci KA BE b U IN,1t Rwmwor 39

D)r. Richard A. Meserve Dr. R ichar'd A. Mcserw became the Kalh president A he Caneg InHtiMi Ki r flor Sciertcc in Aprii 2003, afer st.ppong down as Chairimau of ALe

.S.

Nuclear Regulatory Ciomnmissi-o [NRC). [hc Carnegie hnstioulho cnducts bausic research in hiviogy, astronoymy and getphysics.

As Chtainnan of the NRC. Nvcscrve scrvc as the pliilCipat CCCLludc nficiT io the kderal agency wviti, :'csponsibiiily ibr ensurinp w pulic h ciltht n

sa-Cy il l the operation uo nuclcar Power piants anad il thI a; U 0s1) f aclt ;r mateniaLs.

I 1c served as Chuiman under bmth Prcsjdent Ciintn and Bush and Icad thte NRC in rrspunding to th terrorism threat that came 1.) thhe fore aotr the Wl 1

.attacks. Befor Joining thie NRC. Nlaserve was a partner in flu, Washingtol.

D.C.. law finn of Covington & Burling. -in(d he now serves ;s Scmior Of CoateIlt*

to the rlv. With his t harvard W, degrce, received in 1975, and his Ph..

,in applied ply'ics lromn Stanford, awarded in 19707. hc devoted his legal practice zo technical issues arising at dirc intersecon l t':cience. law. alld punblic pniicy. E-arlh in his career, hc scrved as legal caUSCI in th t

'rcsidenm's science advisor. and wxas a "aw clerk to Justice t larny A. 3iack:1 0i allhe United Stales Stupreme ('jurt and to Judgc Benjamin KQplun oa Ihe Massachusetts Sutireme Judicial,":our. Hc received his unde'rauc degree mucm alufs mirivcrsity in 966.

Meservc has served on numerous lepai and scicntilfc comi ituccs over tK.

vcarw, includi*ng many cstablihed by *t*e National Academies W. Sciences andi eLngicerin'..

tIc atis. currenimy serves as C'Ihairnnnr of lhi Ihtrenalionad, Nuclear Sat (iroup, which is chartered by the Internaiorn' Aton 'ic Energy Agency. ane as a mrcru oflhiT Nonal aAmmission {i 1 Alcrgy PoCy.

Amion; other affiliatio, he s a member of The Ameihcan Whs&hk a Society. the National Academy of Engibecriig, and Sigma Xk Yod he isa lesw ofl" the American Acdcmy of' Arls and Scrcoces, ive A itt ict m Assocition bathe Advancement of Scienuc. "e Anerican SV'I si-

,iy

nd t"e Phi Beta Kappa Sociey.

Iescrve serves on Ihe Board o' Directors 11, P(Ui&'

Caorparatiko. Lun:inant I ioiding (omnpanvy LI.C. and o'thc I Iniversmtics Research A\\ssociatoii. inc.; on the Advisory Coitnrdtee l"o U',niS,.ar Nuc!car thncrgy i ill and the n

C

OulniJ,

• t0 Iutive. CohniilLc and trust of thu American Academy o" Arts and Sciences. H' is ta muener of the Board oa'Oversecrs oft i arvard Univcrsi*'and serves on.t.he Vi;itigv (Cutmittee to the MIT pepartment oit Nuclear Science and knginetring.

ATTACHMENT 4 REVISED LIST OF OFFICERS Constellation Energy Nuclear Group, LLC November 10, 2011

AT'ITACHIMENT 4 REVISED LIST OF OFFICERS NAME:

1 Constelation Energy Group, Inc.

STATE OF INCORPORATION

& CORPORATE FORM:

Maryiand Corporation I

BUSINESS 100 Constellation Way, Suite 1 800P ADDRESS:

Baltimore, Maryland, 21202 DIRECTORS Yves de Baimann Ann C. Berzin James T, Brady James R. Curtiss Dr. Freeman A. Hrabowski, Ill Nancy Lampton Robert J. Lawless 2

Mayo A. Shattuck I1, John 1,. Skolds Michael D. Sullivan OFFICERS Mayo A. Shanuck Ill - Chairman of the Board, Presidmnt and Chief Executive Officcr Henry B. Barron - Executive Vice President James L. Counaughton - Executive Vice President, Corporate Aftairs, Plbiic and Environmental Polic-y Paul J. Allen - Senior Vice President, Corporate Affairs and Chief Environmental Officer Charles A. Berardesce -- Senior Vice President, General Counsel and Corporate Secretary Brenda L. Botwdvood -.. Senior Vice President and Chief Risk Officer Kenneth W. DeFontes - Senior Vice President Andrew 1-Good.- Senior Vice President. Corporate Szrategy and Development Kathleen W. i-lylc - Senior Vice President Mary Lauria-Senior Vice Presideni and ChiefHuman Resource Officer Martin V. Proctor, r.* - Senior Vice President Jonathan W..hayer --- Senior Vice President and Chief Financial Officer Wynne K. Hayes* - Vice President Reese K. Feuennan* - Vice President. Operational ! Inance Robert J. Gauch* - Vice President Gabrielle M. Mclka*

Vice President, Corporate Audit Thonmas E. Ruszin Jr.* - Vice President Edward.t. Stoltz* -. Vice President David J. Villae Vice President Rryan P. Wright* - Vice President, Chief Accounting Officer and Controller jennifer LowLv'* - VicPresident and "rreasurer Mr. de Balmann is a citizcr, of the United Statcs and France Mr. t~a.ess is s citizen af['C.adau I

ATITACHMENT 4 REV ISED~ LIST OF OFFICERS NAME:

Constellation Energy Group, Inc.

Christopher J. Budzynski - Assistant Treasurer Sean I Klein* - Assistant Secretary Steven J.. Woernern

- Vice-President John Paffenbargerl-Vice-President Vladimir Gornevy* - Vice-President Frank,.

(3oefz* - Vice-President David M. Gilbert* - Vice-President Dayan R, Abevaratne - Vice-President Officers are not elected by the Board of Directors but are appointed by the Chief Executive Officer per authority in the Bylaws

ATTACHMEIT 4 REVISED LIST OF OFFICERS NAME:

Constellalion Nuclear,. LLC STATE OF Delaware INCORPORATION

& CORPORATE Limited tLiability Company FORM:

BUSINESS 100 Constellaiion Way, Suite 1800P ADDRESS:

Baltimore. vtarviand, 21202 DIIRECr'ORS OR MANAGEMENI COMMITTEE:

Mayo A. Shattuck III Henry 13. Barron EXECUTIVE PERSONNEL:

I lenrv 13. Barron - President jenni'I r E. Lowry - Treasurer Chriziopher 3. Budzynski - Assistan! Treasurer Scan.. Klein-Secretary Charles A. Berardesco -- Assismant Secretary 3

Aft fACHMENT'4 REVISED LiSTr OF OFFICERSS NAME:

CE Nuclear LLC I--

STATE OF INCORPORATION

& CORPORATE FORM:

Delaware Limired Liability Company BUSINESS 100 Constellation Way, Suite 1800P ADDRESS:

Ballimore, Maryland. 21202 DIRECTORS OR Mayo A. ShatTLuCk Il MANAGEMENT Hecnmy S. FHarron COMMITEE:

EXECUTIVE PERSONNEL:

Henry B. BarrIT.1 - Presiden.

Jennifer F, Lowry -Treasurer Christopher J. Budzyrtki - Assistant Treasurer Sean.f. Klein - Secretary Charles A. BeraT-desco --Assistant Secretary 41

ATTACHMENT 4 RVEDLIST OF OFFICERS SNA iConstellationZ Energy NNc-lcar Group, LLC INCORPORATION

& CORPORATE 1

Limited L.iabiiity Company FORM:

P1 ADDRESS:

Baltimore, Maryland, 21202 DIRECTORS OR Henry B. Barron (Chairfman)

MANACENW T*T James L., Connaughton COMMITTEE:

Maxim K. Duckworth Charles A. Berardesco Chrislophei J. ClosC Eric Bret

• Matthieu Poisson Steven Wolfram Jacques Regaldo

• Jeff Johnson i 'L7,*)

';* I EXECUTVEan President-........ and-ChiefExecutv-e Oficer.

PERSONNEL:

Maria C. Korsniclk Senior Vice President, ChiefOperating Officer and Chief Nuclear Officer Joel-Lunis-oseph Docuc *-Senior Vice President and Chie Administrative Offlcer Susan Collins.- Senior Vice President, Human Resources Sreven L. Miller - Senior Vice President, Secretary and General Counsel GcoreC Gelhrich Vice President Siephen A Mermanin -- Vice President - Financial Serviccs and Treasurer James Spina Vice President Samuel L. Belcher -Vice President - Nine Mile P.nil Bernard Minviel le*- Chief Financial Officer

• Citizen ol France

ATTACHMENT 4 REVISED LIST OF OFFICERS NAME:

Aonstellaticoa Nuer bxvPln. LLC7 STATE OF INCORPORATION

& CORPORATE FORM:

BUSINESS ADDRESS:

DIRECTORS OR MANAGEMENT 1COMMITTEE:

Delaware Limited Liabi:iV Company (0G Constellwaion Way. Suite ! 800P Baltimore. Marvland, 21202 None (membcr managed byConsteilation Energy Nuclear Group, L1,C) 4-EXECUTIVE PERSONNEL:

H-ecnry B. Barron - President Stephen A. Mormann -Treasurer Steven L. Milier - Secretary Carey, W. Fleming-Assistant Secretary Maria Korsnick-Senior Vice President N. Parker Krescn -- Assi!tani Treasurer I ---- ~ ~

6

ATTACHIMENT '4 REVISED LIST OF OFFICERS NAME:

Calvert Cliffs Nuclear Power Plant. LLC STATE OF INCORPORATION

& CORPORATE FORM:

BUSINESS ADDRESS:

Maryland Limited Liability Company 7 100 Constellation Way, Suite -800P Baltimore. Maryland, 21202 None (mmnber managed by Constellation Nuclear Power Plants, 1..,LC) 4 DIRECTORS OR MANAGEMENT COMMITTI'LE:

EXECUTIVE PERSONNEL:

Henry B. Barron - President George H. Getlrich-Vice President Stephen A. Motmarn -Treasurer Steven L. Miller-Secretary Carey W. Fleming - Assistant Secretary Maria Korsnick - Senior Vice President N. Parker Kresen - Assistant Treasurer 7

ATTA! HMIENT 4 REVISED LIST OF OFFICER1 NNAM.E:

Nine Mile Poi.t Nuclear Station. H. C STATE OF" Delaware INCORPORATION

& CORPORATE Limited Liability Company FORM:

BUSINESS 100 Constellation Way, Suite 1800P ADDRESS:

Baltimore. Maryland, 21202 DIRECTORS OR None (member managed by Constellation Nuclear Power Plants, LLC)

MANAGEMENT COMMITTEE:

EXECUTIVE Henry B. Barron - President PERSONNEL:

Samuel L. Belcher - Vice President Stephen A. Monnann -Treasurer Steven I.. Miller - Secretary Carey W. Fleming -Assistant Secretary Maria Korsnick - Senior Vice President N. Parker Kressen - Assistant Treasurer 8

AlT'ACI-LMENT 4 REVISED LIST OF OFFICERS NAME:

R.E. (jinna Nuclear Power Plant, LI,-C STATE OF.

Maryland INCORPORATION

& CORPORATE t.i;nitd Liability Company FORM:

BUSIN ESS ADDRESS:

100 Constellation Way. Suite 1,900P Baltimore. Maryland. 21202 DIRECTORS OR MANAGEMENT COMMITTEE:

None (member managed by Conselelation Nuclear Power Plants, LLC)

EX E CU TI DI PERSONNEL:

Henry B. Barron - President Stephen A. Mormann -Treasurer Steven L. Miller -- Secrelary Carey W. Fleming - Assislant Secretary Maria Korsnick - Senior Vice President N. Parker Kressen - Assistant Treasurer 0

ATTACHMENT 4 REVISED LIST OF OFFICERS NAME:

Excion Corporation STATE OF Pennsylvania INCORPORATION

& CORPORATE Corporation FORM:

BUSINESS Exclon Corporation: 10 South

Dearborn Street,

Chicago, IL 60603 ADDRESS:

DIRECTORS OR MANAGEMENT COMMITTEE:

(All are US citizens)

EXECUTIVE PERSONNEL:

John W. Rowe, Chairmai and Chief Executive Officer, Director John A. Canning, Jr., Director M. Walter D'Alessio, Director Nicholas DeBenedictis. Director Judge Nelson A. Diav, Director Sue Ling Gin, Director Rosemarie B, (ireco, Director Paul L. Joskow, Ph.D.. Director Admiral Richard W. Mies. Director John M. Palms. Ph.D. Director William C. Richardson, Ph.D., Director Thomas.l. Ridge,. Director lohn W. Rogers, Jr.. Director Stephen D. Steinour, Director Donald Thompson, Director John W. Rowe, Chainnan and Chief Executive Officer ChIristopher M. Crme. President and Chief Operating Officer Ruth Ann M. (iilliq. Executive Vice President Matthew F. Hilzinger. Senior Vice President and Chief financial Officer Denis P. O'Brien, Executive Vice President William A. V1on 1[oene, Jr.. Executive Vice President, Finance and Legal DaITyr M. Bradlbrd, Senior Vice President and General Counsel Joseph Domingucz, Senior Vice President, Federal Reguiatory Affairs and P*ub[ic Policy Kenneth W. Cornew. Senior Vice President Frank M. Clark, Director, Chairman & CEO, CornEd Anne R. Pramaggi ore, President and Chief Operating Officer. CornEd Duane M. DesParte, Vice President and Corporate Controller 10

ATTACHMENT 4 REVISED LIST OF OFFICERS NAME:

Exelon Generamion Company. LLC STATE OF Pennsylvania INCORPORATION

& CORPORATE Limited Liability Company FORM-BUSINESS Exelon Generation Company, LLC: 300 Exelon Way, Kennetn Square, PA ADDRESS:

19348 DIRECTORS OR None (member managed by Exelon Ventures Company, LLC)

MANAGEM.ENT COMMITTEE:

EXECUTIVEF John W. Rowe, Chairman PERSONNEL:

Christopher M. Crane, President Charles G. Pardee. Senior Vice President and Chief Operating Officer Kenneth W. Cornew, Presideni, Power Team Michael J. Pacilio. President.xci Nuclear and Chief Nuclear Officer Sunil Garg, Senior Vice President, Generation: President, Exelon Power Joseph Doominguez, Senior Vice President, State Governmental Affairs, Generation Matthew F. Hkizinger, Senior Vice President and Chief Financial Officer, Exeion; Chief Financial Officer. Generation Matthew R. Gaivmoni, Chief Accounting Officer. Generation

ATl'ACHMENT 4 REVISED LIST OF OFFICERS NAME:

exon Ventures Company._,

STATE OF Delaware INCORPORATION I

& CORPORATE Limited Liability Company FORiM:

BUSINESS 10 South Dearborn Street. 49"l Floor ADDRESS:

Chicago, 1 60603 DIRECTORS OR None (member managed by Exelon Corporation)

MANAGEMENT COMMITTEE:

EXECUTIVE John W. Rowe, President and Chief.Executive.)fricer.

PERSONNEL:

Christopher M. Crmae. Executive Vice Prcsident

ATTACHM ENT 5 10 CFR 2.390 AFFIDAVIT OF STEVEN L. MILLER Constellation Energy Nuclear Group, LLC November 10, 2011

ATTACHMENT 5 10 CFR 2.390 AFFIDAVIT OF STEVEN L. MILLER UNITED STATES O0 AMERICA NUCLEAR REGULATORY COMM1SSi()N In the Matter of Constellation Energy Nuclear Group. LI-C, ct al.

AFFIDAVIT

. Steven L. Miller, Senior Vice President General Counsel and Secretary or Constellation Energy Nuclear Group. LLC (CENG), do hereby affirm and state:

I am authorized to excculc this affidavit on behalf of CENG and its affiliates.

2.

Constellation Energy Nuclear Group, LLC is providing informatioe in support of the application dated May 12, 2011 for an Order approving license transfers. The document being provided in Attachment Ib contains confidential and proprietary information related to a report generated by the Nuclear Advisory Committee (NAC) for the CENG board of directors, information on proprietary decormnissioning cost estimates, and confidential information provided to the Committee on Foreign Investment in the United States. This information constitutes proprietary information that, should be held in confidence by the NRC pursuanit to the policy refiected in Id CFR 2.390(a)(4) and 9. 1 7(a)(4), because:

i.

This information is and has been held in confidence by CENG.

it.

This information is of a type that is customarily held in confidence by CENG, and there is a rational basis for doing so because the information contains sensitive business information.

In particular: the NAC report discusses proprietary internal discussions and activiies by and between CENG management and the NAC, as well as legal and regulatory analysis prepared by internal and external legal counsel oir the benefit of CENG and the NAC.

iii.

This informatin is being transmitted to the NRC voluntarily and in confidence.

!v.

This information is not available in public sources and could not he gathered readiiy from other publicly available information.

v.

Public disclosure of this information would create substantial harm to the competitive position of CENG by disclosing confidential commercial infonnation, includingt internal business discussions and activities as well as the legal and regulatory advice prepared by counsel at the request and *-or the benefil of CENG nmanagemnem or the NAC that is intended solely for internal use.

I of 2

AITACHIMENT 5 10 CFR 2.390 AMIDAVIT OF STEVEN L.

I LLER

3.

Accordingly, we request that Attachment Ib be withheld i'orn public disclosure pursuant to the policy refiected in 10 CFR §§ 2.390(a)(4', arid 9. 17(a)(4).

Sleve tMille r

Subscrisýd and v befr t'

. a Notw-y Public, hin and ibor the Staie of Maryland and City of Baitimore, of K201 My Commission Expires:

2 of 2