Text

Application for Order Approving Transfer of Control of License and for Conforming License Amendment Pursuant to 10 CFR 50.80 and 10 CFR 50.90
	ML14358A253
Person / Time
Site:	Harris, Brunswick
Issue date:	12/22/2014
From:	Kapopoulos E; Duke Energy Progress
To:	; Document Control Desk, Office of Nuclear Reactor Regulation
References
	RA-14-0029
	Download: ML14358A253 (27)
	v • d • e

DUKE Ernest 526 JKapopoulos, South Jr.

ChurchStreet ENERGY, Charotte, NC 28202 Mailing Address:

Mail Code EC07H /P.O. Box 1006 Charlotte,NC 28201-1006 704-382-8162 704-382-6056 fax 10 CFR 50.80 Serial: RA-14-0029 10 CFR 50.90 December 22, 2014 U.S. Nuclear Regulatory Commission ATTN: Document Control Desk Washington, DC 20555-0001 BRUNSWICK STEAM ELECTRIC PLANT, UNIT NOS. 1 AND 2 DOCKET NOS. 50-325 AND 50-324 / RENEWED LICENSE NOS. DPR-71 AND DPR-62 SHEARON HARRIS NUCLEAR POWER PLANT, UNIT NO. 1 DOCKET NO. 50-400 / RENEWED LICENSE NO. NPF-63

SUBJECT:

Application for Order Approving Transfer of Control of License and for Conforming License Amendment Pursuant to 10 CFR 50.80 and 10 CFR 50.90

REFERENCES:

1. Duke Energy Progress, Inc. (2014). Asset PurchaseAgreement by and between Duke Energy Progress,Inc., and North CarolinaEastern Municipal PowerAgency, dated September 5, 2014.

In accordance with 10 CFR 50.80, Duke Energy Progress, Inc. (Duke Energy), and North Carolina Eastern Municipal Power Agency (NCEMPA), hereby submit a request for NRC consent to the transfer to Duke Energy of the interests currently held by NCEMPA in Renewed Operating License Nos. DPR-71 and DPR-62 for the Brunswick Steam Electric Plant Unit Nos. 1 and 2 (BSEP) and Renewed Operating License No. NPF-63 for the Shearon Harris Nuclear Power Plant Unit No. 1 (SHNPP). The transfer of ownership will take place pursuant to the Asset Purchase Agreement, dated September 5, 2014, wherein Duke Energy will purchase, among other assets owned by NCEMPA, NCEMPA's 18.33% ownership interest in BSEP Unit No. 1, its 18.33% ownership interest in BSEP Unit No. 2, and its 16.17% ownership interest in SHNPP Unit No. 1, leaving Duke Energy as the sole licensee for both BSEP and SHNPP.

Pursuant to 10 CFR 50.90, Duke Energy also requests NRC approval of administrative amendments to each of the Renewed Facility Operating Licenses (FOLs) to reflect the proposed transfers to be issued and made effective at the time the transfers occur. The following commitment is made: Duke Energy will notify the NRC when the closing of the acquisition and transfer will occur. provides the Application including the proposed changes. Marked up facility operating license pages for the administrative changes proposed in this submittal are included Acol

U.S. Nuclear Regulatory Commission RA-14-0029 Page 2 in Enclosure 1, Attachments 1 and 2. Enclosure 2 provides a copy of the Asset Purchase Agreement listed in Reference 1, above.

As described in the enclosed Application, Duke Energy will continue to be an electric utility as defined by the NRC, and regulated by the Federal Energy Regulatory Commission, the North Carolina Utilities Commission, and the Public Service Commission of South Carolina. Duke Energy will remain subject to cost-of-service ratemaking. As operating licensee, Duke Energy will also continue to be responsible for the safe and economic operation of the units. No physical changes to the units will be made as a result of the license transfers; nor will any substantive changes to the management of the nuclear units, day-to-day operations, current licensing bases or operating procedures be made as a result of the requested license transfers.

Additional information pertaining to the proposed license transfers and administrative license amendments is included in the enclosed Application and supporting enclosures. As this information demonstrates, the purchase of NCEMPA's undivided ownership interests in BSEP Units 1 and 2 and SHNPP Unit 1 by Duke Energy, and the related license transfers, will not (1) adversely impact the operation of the BSEP or SHNPP units; (2) adversely impact the managerial or technical qualifications of the operating licensee; (3) adversely impact the financial qualifications of the licensee or the existing assurance of adequate decommissioning funding for the units; or (4) result in foreign ownership, control or domination over the licensee.

The requested conforming license amendments are administrative in nature and fall within the NRC's generic finding of no significant hazards considerations under 10 CFR 2.1315(a).

Information supporting categorical exclusion from environmental review under 10 CFR 51.22(c)(21) is also provided.

In addition to NRC approval, the proposed transactions are contingent upon, among other things, the approvals of the North Carolina Utilities Commission and the Public Service Commission of South Carolina. The Federal Energy Regulatory Commission approved the proposed transactions on December 9, 2014.

To support a timely closing, the Applicants respectfully request NRC approval of this application no later than June 30, 2015. Additional information in support of this requested approval date is contained in the attached Application.

In accordance with Duke Energy internal procedures and the Quality Assurance Program Topical Report, the proposed license amendments have been reviewed and approved by the BSEP Plant Nuclear Safety Committee (PNSC) and SHNPP PNSC.

In accordance with 10 CFR 50.91, Duke Energy is notifying the States of North Carolina and South Carolina of this license amendment request by transmitting a copy of this letter and enclosures to the designated State Officials. Should you have any questions concerning this letter, or require additional information, please contact Julie Olivier, Manager - Nuclear Fleet Licensing, at 980-373-4045.

U.S. Nuclear Regulatory Commission RA-1 4-0029 Page 3 I declare under penalty of perjury that the foregoing is true and correct. Executed on December 22, 2014.

Sincerely, Ernest J. Kapopoulos, Jr.

Vice President - Corporate Governance and Operations Support JLV/NDE

Enclosures:

1. Application for Consent to the Transfer of Control of License and Conforming License Amendment Attachment 1. Brunswick Steam Electric Plant, Marked Changes to Current Renewed Facility Operating Licenses DPR-71 and DPR-62 Attachment 2. Shearon Harris Nuclear Power Plant, Marked Changes to Current Facility Operating License NPF-63

2. Asset Purchase Agreement by and between Duke Energy Progress, Inc., and North Carolina Eastern Municipal Power Agency

U.S. Nuclear Regulatory Commission RA-14-0029 Page 4 cc: USNRC Region II USNRC Resident Inspector - SHNPP USNRC Resident Inspector - BSEP Andrew L. Hon, NRR Project Manager - BSEP Martha C. Barillas, NRR Project Manager - SHNPP W. L. Cox, Ill, Chief, North Carolina Department of Health and Human Services, RP Section (NC)

S. E. Jenkins, Manager, Radioactive and Infectious Waste Management (SC)

Chairman, North Carolina Utilities Commission

U.S. Nuclear Regulatory Commission RA- 14-0029 Page 5 bcc: Chris Nolan Julie Olivier Joe Frisco Lara Nichols David Cummings File: (Corporate)

Electronic Licensing Library (ELL)

Randy Gideon Lee Grzeck Bill Murray (For BSEP Licensing/Nuclear Records Files)

Ben Waldrep Dave Corlett Cindy Hereford (For SHNPP Licensing/Nuclear Records Files) to RA-14-0029 Page 1 of 11 Enclosure 1 Application for Consent to the Transfer of Control of License and Conforming License Amendment

Subject:

Evaluation of the Proposed Change I. Background and Request I1. Statement of Purpose of the License Transfer and Description of the Transaction Making the License Transfer Necessary or Desirable Ill. General Corporate Information Regarding Duke Energy IV. Foreign Ownership and Control V. Technical Qualifications VI. Financial Qualifications of Duke Energy VII. Regulatory Evaluation VII. a. Applicable Regulatory Requirements/Criteria VII. b. Significant Hazards Consideration VII. c. Conclusions VIII. Environmental Considerations IX. Price Anderson Indemnity and Nuclear Insurance X. Restricted Data XI. Other Regulatory Approvals XII. Schedule and Effective Dates XIII. References Attachments:

1. Brunswick Steam Electric Plant, Marked Changes to Current Renewed Facility Operating Licenses DPR-71 and DPR-62

2. Shearon Harris Nuclear Power Plant, Marked Changes to Current Facility Operating License NPF-63 to RA-14-0029 Page 2 of 11 Docket Nos. 50-324, 50-325, 50-400 Application for Order Approving Transfer of Control of License and Conforming License Amendment I. Background and Request Duke Energy Progress, Inc. (Duke Energy) is a public utility in North Carolina and South Carolina that provides electric service to residential, commercial, and industrial consumers throughout the States of North Carolina and South Carolina. Duke Energy currently holds 81.67% undivided ownership interests in Brunswick Steam Electric Plant (BSEP) Unit 1 and Unit 2, and is the licensed operator of BSEP. North Carolina Eastern Municipal Power Agency (NCEMPA) currently holds 18.33% undivided ownership interests in each of BSEP Unit 1 and Unit 2. Additionally, Duke Energy currently holds a 83.83% undivided ownership interest in the Shearon Harris Nuclear Power Plant, Unit 1 (SHNPP), and is the licensed operator of SHNPP.

NCEMPA currently holds a 16.17% undivided ownership interest in SHNPP Unit 1. Reflecting the joint ownership of these facilities, Renewed Facility Operating License Nos. DPR-71 and DPR-62 authorize Duke Energy and NCEMPA to possess, use and operate BSEP, and Renewed Facility Operating License No. NPF-63, authorizes Duke Energy and NCEMPA to possess, use and operate SHNPP. Duke Energy and NCEMPA (together "Applicants") have entered into an Asset Purchase Agreement (APA) whereby Duke Energy would acquire, among other assets owned by NCEMPA, NCEMPA's ownership interests in both BSEP and SHNPP.

In furtherance of the proposed transaction described below, Duke Energy requests, pursuant to 10 CFR 50.80, that the NRC issue an order consenting the transfer to Duke Energy of the licenses held under DPR-71, DPR-62, and NPF-63 by NCEMPA, leaving Duke Energy as the sole licensee for both BSEP and SHNPP. Such order should be made effective immediately upon issuance and should permit the license transfer at any time for one year following NRC approval. Duke Energy also requests approval of conforming administrative license amendments. The amendments would be issued and made effective when the transfers of ownership are consummated upon the closing of the transaction. Duke Energy will notify the NRC when the closing of the APA and the transfer will occur.

The proposed transfers do not change the facility operating licensee. Duke Energy will retain the operational responsibilities for BSEP and SHNPP. Duke Energy will operate BSEP and SHNPP under the same terms and conditions included in the present operating licenses. No physical changes will be made to BSEP or SHNPP as a result of the license transfers. Nor will any significant changes in the day-to-day management and operating procedures for BSEP or SHNPP be made as a result of the license transfers, or to the operating organizations or personnel.

Additionally, Duke Energy will continue to be a utility regulated by the Federal Energy Regulatory Commission, the North Carolina Utilities Commission, and the Public Service Commission of South Carolina. As such, Duke Energy will continue to be financially qualified to operate, maintain and decommission the BSEP and SHNPP.

to RA-1 4-0029 Page 3 of 11 Pursuant to 10 CFR 50.90, Duke Energy also requests NRC approval of administrative amendments to the BSEP and SHNPP licenses to be implemented pursuant to 10 CFR 50.92 and 10 CFR 2.1315 to conform the licenses to reflect the proposed transfers, at the time the transfers occur. Administrative changes to documents other than the facility operating licenses may be necessary upon completion of the transfers.

II. Statement of Purpose of the License Transfer and Description of the Transaction Making the License Transfer Necessary or Desirable NCEMPA is a joint agency created pursuant to Chapter 159B of the North Carolina General Statutes. Since 1982, NCEMPA has served as the all-requirements bulk power supplier to 32 cities and towns in eastern North Carolina ("Participants") that formerly were wholesale electric service customers of Carolina Power & Light Company or Virginia Electric and Power Company.

NCEMPA serves the Participants' power needs with capacity and energy from its share of the nuclear units that are the subject of this Application, its share of two coal-fired units that are also majority owned and operated by Duke Energy and which will be sold to and purchased by Duke Energy pursuant to the APA (the nuclear and coal-fired units together, the "Joint Units"), and with supplemental capacity and energy and backup power that it purchases from Duke Energy.

As of December 31, 2013, NCEMPA's total indebtedness had grown to over $2 billion, resulting in annual debt service costs in excess of $260 million. This has resulted in high rates for NCEMPA's Participants, which in turn has resulted in high rates for the Participants' retail customers. In addition to the high electricity costs faced by these customers, the high retail rates have made it difficult to attract new industries and businesses to the areas served by NCEMPA's Participants, which still have not fully recovered from the economic recession. As a result of the foregoing, NCEMPA concluded that it is a viable option to substantially reduce its debt costs and thereby reduce its rates by selling the Joint Units.

On September 5, 2014, Duke Energy and NCEMPA entered into the APA, under which NCEMPA will sell and Duke Energy will purchase the Joint Units, and certain other assets of NCEMPA, for a purchase price of $1.2 billion, subject to certain adjustments for capital expenditures incurred by NCEMPA prior to the closing. Additionally, Duke Energy and NCEMPA entered into a Full Requirements Power Purchase Agreement, also dated as of September 5, 2014, pursuant to which Duke Energy would meet all of NCEMPA's capacity and energy needs once the asset sale is consummated. As part of the overall transaction, Duke Energy will acquire, in addition to NCEMPA's ownership interests in the Join Units, NECMPA's interests in: (i) all related real property; (ii) the nuclear decommissioning trust funds, and all proceeds and rights therein, and a related internal fund for nuclear decommissioning; (iii) nuclear fuel inventory purchased for BSEP and SHNPP; (iv) spare parts inventory of the Joint Units and any related support facilities, including equipment, tools, goods, and supplies; and (v) BSEP and SHNPP plant permits. A copy of the APA is appended hereto as Enclosure 2.

The purpose of the requested license transfers is to reflect and implement the transactions discussed above.

to RA-1 4-0029 Page 4 of 11 Ill. General Corporate Information Regarding Duke A. Name of Transferee Progress Energy Carolinas, Inc., d/b/a Duke Energy Progress Inc.

B. Address 410 South Wilmington Street Raleigh, North Carolina 27601 C. Description of Business Progress Energy Carolinas, Inc., d/b/a Duke Energy Progress, Inc. (Duke Energy), is a wholly-owned subsidiary of Duke Energy Corporation. Duke Energy is engaged in the business of generating, transmitting, distributing and selling electric power and energy. It is a public utility under the laws of North Carolina and South Carolina and is subject to the jurisdiction of the North Carolina Utilities Commission with respect to its operations in that State and the Public Service Commission of South Carolina with respect to its operations in that State. Duke Energy is also a public utility under the Federal Power Act, and certain of its operations are subject to the jurisdiction of the Federal Energy Regulatory Commission. Duke Energy owns and operates regulated electric facilities, including four nuclear units licensed by the NRC, as well as electric distribution and transmission facilities.

Duke Energy Corporation, the parent company of Duke Energy, is a leading energy company located in the Americas. It is an investor-owned corporation, which among other things, provides electricity to more than 7.2 million retail electric customers in six states in the Southeast and Midwest regions of the United States. A diverse fuel mix of nuclear, natural gas, coal, oil, and hydroelectric provides approximately 49,600 megawatts of total generating capacity. The shares of Duke Energy Corporation are publicly held and listed for trading on the New York Stock Exchange under the symbol DUK.

D. Organization and Management The business of Duke Energy is conducted by its own Board of Directors, although for internal governance purposes, the Duke Energy Corporation Board of Directors also has approval authority over certain types of transactions. Additionally, the group executive of Duke Energy reports to Lynn J. Good, Vice Chair, President and Chief Executive Officer, Duke Energy Corporation.

Directors, Executive Officers The business address, names, and citizenship of the current directors of Duke Energy are as follows:

to RA-i 4-0029 Page 5 of 11 Duke Energy Progress, Inc.

410 South Wilmington Street Raleigh, North Carolina 27601 Name Citizenship Good, Lynn J. US Jamil, Dhiaa M. Us Janson, Julia S. Us Trent, B. Keith US Yates, Lloyd M. US The business address, names, current titles of the current executive officers and senior nuclear leadership of Duke Energy Progress Inc., are as follows:

Duke Energy Progress, Inc.

410 South Wilmington Street Raleigh, North Carolina 27601 Name Position Citizenship Donahue, Joseph W. Vice President, Nuclear Oversight US Fallon, Christopher M. Vice President, Nuclear Development US Gillespie Jr., T. P. Senior Vice President, Nuclear Operations US Gillespy, Clark S. President, South Carolina US Good, Lynn J. Chief Executive Officer US Jamil, Dhiaa M. Executive Vice President and President, US Regulated Generation Janson, Julia S. Executive Vice President and Chief Legal Officer US Kapopoulos, Jr., Vice President, Nuclear Corporate Governance and US Ernest J. Operations Support Manly, Marc E. Executive Vice President and President US Commercial Portfolio Mullinax, A. R. Executive Vice President, Strategic Services US Newton, Paul Robert President, North Carolina US Pitesa, John W. Senior Vice President and Chief Nuclear Officer US Repko, Regis T. Senior Vice President, Nuclear Corporate US Savoy, Brian D. Senior Vice President, Chief Accounting Officer, US And Controller Trent, B. Keith Executive Vice President, Grid Solutions, and US President, Midwest and Florida Regions to RA-14-0029 Page 6 of 11 Weber, Jennifer L. Executive Vice President, External Affairs and US Strategic Policy Yates, Lloyd M. Executive Vice President, Market Solutions, and US President, Carolinas Region Young, Steven Keith Executive Vice President and Chief Financial Officer US IV. Foreign Ownership and Control Duke Energy is wholly owned by Duke Energy Corporation. The shares of common stock of Duke Energy Corporation are publicly traded and widely held. The directors and officers of Duke Energy Corporation and Duke Energy are U.S. citizens. Neither Duke Energy Corporation nor Duke Energy is owned, controlled or dominated by any alien, foreign corporation, or foreign government.

V. Technical Qualifications The technical qualifications of Duke Energy, as the operating licensee, to carry out its responsibilities under the operating licenses for BSEP and SHNPP will not be impacted by the license transfers. The proposed transfers will not result in any change in the design or operation of BSEP and SHNPP, any change in the technical aspects of the BSEP and SHNPP Facility Operating License or Technical Specifications, nor any change to the technical qualifications of personnel involved in the maintenance or operation of BSEP and SHNPP.

Duke Energy will at all times remain the operating licensee of BSEP and SHNPP and there will be no changes in the Duke Energy management team or operating organization resulting from the proposed license transfers. Additionally, clear lines of responsibility and authority through the Chief Nuclear Officer will be maintained. The plant will continue to be operated in accordance with the licenses, NRC requirements, the licensing bases, and other NRC commitments. Therefore, the technical qualifications of the organization will remain intact.

VI. Financial Qualifications of Duke A. Operatinq Financial Qualifications As specified in its NRC license, Duke Energy is licensed pursuant to Section 103 of the Atomic Energy Act of 1954, as amended, and 10 CFR Part 50, to own and operate BSEP and SHNPP.

In accordance with 10 CFR 50.33(f), "Electric Utilities" are exempt from the requirement to demonstrate financial qualifications. Duke Energy is, and will remain, an "electric utility" within the meaning of 10 CFR 50.2 following the transfer since it will remain an "entity that generates or distributes electricity and which recovers the cost of this electricity, either directly or indirectly, through rates established by the entity itself or by a separate regulatory authority."

Duke Energy will continue to be regulated by the North Carolina Utilities Commission, the Public Service Commission of South Carolina and the Federal Energy Regulatory Commission with to RA-14-0029 Page 7 of 11 respect to the electricity generated by BSEP and SHNPP. Duke Energy will continue to recover costs associated with output from the nuclear stations, including decommissioning costs, through rates for electricity determined by the state regulatory authorities. Therefore, Duke Energy will have reasonable assurance of necessary revenues to meet the requirements of 10 CFR 50.33.

B. Decommissioning Fundinq The financial qualifications of Duke Energy to own up to a total 100% undivided ownership interest in BSEP and 100% undivided ownership interest in SHNPP are further demonstrated by the fact that Duke Energy will receive NCEMPA's decommissioning trust funds that correspond with the interests in BSEP and SHNPP being acquired by Duke Energy. Duke Energy will also continue to maintain its existing decommissioning trust for its current 81.67% interest in BSEP and 83.83% interest in SHNPP. Duke Energy will continue to maintain these external decommissioning funds segregated from its assets and outside its administrative control in accordance with the requirements of 10 CFR 50.75(e)(1).

Duke Energy currently provides decommissioning funding assurance for its shares of BSEP and SHNPP by maintaining an external "Nuclear Decommissioning Master Trust." The company has established separate Qualified and Non-Qualified trust funds within the master trust. Both the Qualified and Non-Qualified trusts are taxable, with the Qualified trust subject to a flat 20% tax rate and the Non-Qualified trust subject to the company's blended tax rate. Decommissioning costs relating to BSEP and SHNPP are subject to cost-of-service rate regulation, and as such, will be included in the rates approved by the State regulatory authorities. Contributions to the master trust are made regularly based on collections from this established regulatory charge mechanism. The status of Duke Energy's decommissioning funding for license termination costs as of December 31, 2012, was reported to the NRC in a letter dated March 28, 2013, from Benjamin C. Waldrep (ADAMS Accession No. ML13093A015). As was reported in the letter, as of December 31, 2012, these funds totaled $580,158,344 for BSEP and $297,765,034 for SHNPP.

With regard to the additional interests being acquired from NCEMPA, the APA (Enclosure 2) between Duke Energy and NCEMPA requires that existing decommissioning funds, corresponding to the interests in BSEP and SHNPP being acquired, be transferred to Duke Energy. Upon closing under the APA, the funds accumulated in NCEMPA's external nuclear decommissioning trust funds as of the date of closing that correspond with the interests in BSEP and SHNPP that Duke Energy is acquiring, will be transferred to Duke Energy's existing Non-Qualified trust. NCEMPA's decommissioning funding status for license termination costs as of December 31, 2012, was reported to the NRC in Duke Energy's report dated March 28, 2013 (ADAMS Accession No. ML13093A015). As was reported in the filing, as of December 31, 2012, these funds totaled $198,401,080 for BSEP and $50,612,301 for SHNPP.

These arrangements provide reasonable assurance that Duke Energy will have the funds necessary to cover its share of the estimated decommissioning costs of BSEP and SHNPP when needed.

to RA-1 4-0029 Page 8 of 11 VII. Regulatory Evaluation A. Applicable Regulatory Requirements/Criteria This request for approval of license transfers is made pursuant to 10 CFR 50.80. Section 10 CFR 50.80(a) states "No license for a production utilization facility, or any right thereunder, shall be transferred, assigned, or in any manner disposed of, either voluntarily or involuntarily, directly or indirectly, through transfer of control of the license to any person, unless the Commission shall give its consent in writing." In addition, the requirements of 10 CFR 50.80(b) and (c) apply.

Section 50.80(b) states that an applicant for a license transfer shall include as much information described in 10 CFR 50.33 and 10 CFR 50.34 of this part "with respect to the identity and technical and financial qualifications of the proposed transferee as would be required by those sections if the applicant were for an initial license..." Section 50.80(c) states that "the Commission will approve the application for the transfer of a license, if the Commission determines: (1) That the proposed transferee is qualified to be the holder of the license; and (2) That transfer of the license is otherwise consistent with applicable provisions of law, regulations, and orders issued by the Commission pursuant thereto."

This request is also made pursuant to 10 CFR 50.90 requesting administrative amendment to the Renewed Facility Operating Licenses to reflect the proposed transfers.

B. Significant Hazards Consideration Descriotion of the Change The transfer of North Carolina Eastern Municipal Power Agency's (NCEMPA) undivided ownership interests in Brunswick Steam Electric Plant (BSEP) and Shearon Harris Nuclear Power Plant (SHNPP) to Duke Energy involves minor conforming changes to the operating licenses for these units. Specifically, any references to NCEMPA will be removed from the licenses. As previously noted, Duke Energy will continue to be licensed to possess, use, and operate the facilities. Consistent with the generic determination in 10 CFR 2.1315(a), these administrative license amendments involves no significant hazards consideration.

1. The Conforming Amendments Do Not Involve a Significant Increase in the Probability or Consequences of an Accident Previously Evaluated The proposed license amendments do not involve any change in the design, configuration, or operation of the nuclear units. All Limiting Conditions for Operation, Limiting Safety System Settings and Safety Limits specified in the Technical Specifications remain unchanged. Also, the Physical Security Plans and related plans, the Operator Training and Requalification Programs, the Quality Assurance Programs, and the Emergency Plans will not be materially changed by the proposed license transfers and amendments.

The technical qualifications of the operating licensee will not be reduced. Personnel engaged in operation, maintenance, engineering, assessment, training, and other related services will not be changed. Duke Energy officers and executives currently responsible for the overall safe operation of the nuclear plants are expected to continue in that same capacity.

to RA-1 4-0029 Page 9 of 11 Therefore, the proposed amendment does not involve an increase in the probability or consequences of an accident previously analyzed.

2. The Conforming Amendments Do Not Create the Possibility of a New or Different Kind of Accident From Any Accident Previously Evaluated The proposed amendments do not involve any change in the design, configuration, or operation of BSEP or SHNPP. The current plant designs and design bases will remain the same. The current plant safety analyses, therefore, remain complete and accurate in addressing the design basis events and in analyzing plant response and consequences.

The Limiting Conditions for Operations, Limiting Safety System Settings, and Safety Limits specified in the Technical Specifications are not affected by the proposed changes. As such, the plant conditions for which the design basis accident analyses were performed remain valid.

The proposed amendments do not introduce a new mode of plant operation or new accident precursors, do not involve any physical alterations to plant configurations, and do not make changes to system set points that could initiate a new or different kind of accident.

Therefore, the proposed amendments do not create the possibility of a new or different kind of accident from any accident previously evaluated.

3. The Conforming Amendments Do Not Involve a Significant Reduction in a Margin of Safety The proposed amendments do not involve a change in the design, configuration, or operation of BSEP or SHNPP, nor do they affect either the way in which the plant structures, systems, and components perform their safety functions or their design and licensing bases.

Plant safety margins are established through Limiting Conditions for Operation, Limiting Safety System Settings and Safety Limits specified in the Technical Specifications. Because there is no change to the physical design of BSEP or SHNPP, there is no change to any of these margins.

Therefore, the proposed amendments do not involve a significant reduction in a margin of safety.

C. Conclusions In conclusion, based on the considerations discussed above, (1) there is reasonable assurance that the health and safety of the public will not be endangered by operation in the proposed manner, (2) such activities will be conducted in compliance with the Commission's regulations, and (3) the issuance of the proposed amendments will not be inimical to the common defense and security or to the health and safety of the public.

VIII. Environmental Considerations The requested consent to transfer of control of the BSEP and SHNPP licenses and the requested conforming license amendments are exempt from environmental review because to RA-14-0029 Page 10 of 11 these actions fall within the categorical exclusion contained in 10 CFR 51.22(c)(21), for which neither an Environmental Assessment nor an Environmental Impact Statement is required.

Moreover, the proposed license transfers and conforming license amendments will not directly affect the actual operation of BSEP and SHNPP in any substantive way. The proposed transfers do not involve an increase in the amounts, or a change in the types, of any radiological effluents that may be allowed to be released off-site, and they do not involve an increase in the amounts, or change in the types, of non-radiological effluents that may be released off-site.

Further, there is no increase in the individual or cumulative operational radiation exposure, and the proposed transfers have no environmental impact. Accordingly, the NRC may issue and publish a finding of no significant environmental impact with respect to these matters pursuant to 10 CFR 51.21, 51.32, and 51.35.

IX. Price Anderson Indemnity and Nuclear Insurance Duke Energy, as the operating licensee for BSEP and SHNPP, will continue to maintain the financial protection required by 10 CFR Part 140 and the property insurance required by 10 CFR 50.54(w). In accordance with Article IV of the NRC Indemnity Agreements for BSEP and SHNPP, the together applicants request NRC approval of the assignment and transfer of the Price Anderson Indemnity Agreements for BSEP and SHNPP to Duke Energy upon consent to the proposed license transfer. Duke Energy will make the necessary changes to nuclear liability and property coverage to reflect that NCEMPA will no longer be an owner or licensee effective the date of the license transfer.

Duke Energy will also continue to have responsibility with respect to retrospective liability in accordance with 10 CFR 140.21. The annual report and SEC filing financial information evidences Duke Energy provides adequate assurance that Duke Energy will be able to pay the maximum annual retrospective premium of $18.9 million per reactor, pursuant to 10 CFR 140.21.

X. Restricted Data This application does not contain any Restricted Data or classified National Security Information. However, consistent with 10 CFR 50.80(b) and 50.37, Duke Energy will appropriately safeguard such information if any such information does become involved in connection with the operation of BSEP and SHNPP and will not permit any individual to have access to any such information until the individual has been approved for such access under the provisions of 10 CFR Parts 25 and/or 95.

XI. Other Regulatory Approvals In addition to NRC approval, the proposed transaction is contingent upon the approvals or concurrence of the North Carolina Utilities Commission and the Public Service Commission of South Carolina. The Federal Energy Regulatory Commission approved the proposed transactions on December 9, 2014.

to RA-14-0029 Page 11 of 11 XII. Schedule and Effective Dates The actual date for any transfer of control of NCEMPA's ownership interests in BSEP and SHNPP to Duke Energy will be dependent upon the actual date of satisfying the conditions for closing the sale in accordance with the terms and conditions of the APA (Enclosure 2), including receipt of required regulatory approvals and rulings. The APA may be terminated at any time after December 31, 2016, if the closing has not occurred on or before such date. Both parties have agreed in the APA to work diligently toward closing the sale and purchase pursuant to the APA.

The Applicants request that the NRC review this Application on a schedule that will permit the issuance of NRC consent to the transfer of control as soon as possible. Duke Energy is prepared to work closely with the NRC Staff to help expedite the Application's review, but requests approval by no later than June 30, 2015. Such consent should be effective immediately upon issuance of the NRC's order and should permit the transfer of control at any time within twelve months after the date of approval of this Application. Duke Energy will inform the NRC if there are any significant delays associated with any other required approvals or any other developments that have an impact on the proposed schedule.

XIII. References

1. Steptoe & Johnson LLP letter to FERC, Duke Energy Progress,Inc., Docket Nos. ER15-74-000 and EC15-9-000, dated October 10, 2014.

2. Duke Energy Corporation (2013). Duke Energy 2013 Annual Report and Form 10-K Retrieved from http://www.duke-energy.com/pdfs/Annual-Report-2013.pdf

3. Duke Energy letter, H.B. Robinson Steam Electric Plant, Unit 2, Brunswick Steam Electric Plant, Units 1 and 2, Shearon Harris Nuclear Power Plant, Unit 1, Crystal River, Unit 3, Nuclear Generating Plant, Biennial Decommissioning FinancialAssurance Reports, dated March 28, 2013 (ADAMS Accession No. ML13093A015) to RA-14-0029 Enclosure 1 Attachment 1 Brunswick Steam Electric Plant Marked Changes to Current FOL DPR-71 and DPR 62 to RA-1 4-0029 Page 1 of 4 Brunswick Steam Electric Plant, Unit No. 1, Docket No. 50-325 / Renewed License No. DPR-71 F. The licensee is technically and financially qualified to engage in the activities authorized by this renewed operating license in accordance with the rules and regulations of the Commission; G. The licensee has satisfied the applicable provisions of 10 CFR Part 140, "Financial Protection Requirements and Indemnity Agreements," of the Commission's regulations; H. The issuance of this renewed operating license will not be inimical to the common defense and security or to the health and safety of the public; I. After weighing the environmental, economic, technical, and other benefits of the facility against environmental and other costs, and considering available alternatives, the adverse environmental impacts of license renewal are not so great that preserving the option of license renewal would be unreasonable and the issuance of Renewed Facility Operating License No. DPR-71, subject to the conditions for protection of the environment set forth herein, is in accordance with 10 CFR Part 51 (formerly Appendix D to Part 50), of the Commission's regulations and all applicable requirements have been satisfied; and J. The receipt, possession, and use of source, byproduct, and special nuclear material as authorized by this renewed license will be in accordance with the Commission's regulations in 10 CFR Part 30, 40, and 70, including 10 CFR Section 30.33, 40.32, 70.23 and 70.31.

2. Renewed Facility Operating License No. DPR-71 is hereby issued to Duke Energy Progress, Inc. to read as follows:

A. This license applies to the Brunswick Steam Electric Plant, Unit 1, a boiling water reactor and associated equipment (the facility), ownz by the Duke rm Progrc.a, n.... and North.croli,.ng cton M.a,,.pI -.-... -Awy and operated by Duke Energy Progress, Inc. The facility is located on the Cape Fear River, near Southport in Brunswick County, North Carolina, and is described in the "Final Safety Analysis Report" as supplemented and amended (Amendments 1 through 31) and the "Environmental Report" as supplemented and amended.

B. Subject to the conditions and requirements incorporated herein, the Commission hereby licenses Duke Energy Progress, Inc.:

(1) Pursuant to Section 104b of the Act and 10 CFR Part 50, "Licensing of Production and Utilization Facilities," to possess, use, and operate the facility at the designated location in Brunswick County, North Carolina, in accordance with the procedures and limitations set forth in this renewed license; Renewed License No. DPR-71 Amendment No. 263 to RA- 14-0029 Page 2 of 4 Brunswick Steam Electric Plant, Unit No. 1, Docket No. 50-325 / Renewed License No. DPR-71 (2) Technical Specifications The Technical Specifications contained in Appendix A, as revised through Amendment No.: 44, are hereby incorporated in the license. Duke Energy Progress, Inc. shall operate the facility in accordance with the Technical Specifications.

For Surveillance Requirements (SRs) that are new in Amendment 203 to Renewed Facility Operating License DPR-71, the first performance is due at the end of the first surveillance interval that begins at implementation of Amendment 203. For SRs that existed prior to Amendment 203 including SRs with modified acceptance criteria and SRs whose frequency of performance is being extended, the first performance is due at the end of the first surveillance interval that begins on the date the Surveillance was last performed prior to implementation of Amendment 203.

(a) Effective June 30, 1982, the surveillance requirements listed below need not be completed until July 15, 1982. Upon accomplishment of the surveillances, the provisions of Technical Specification 4.0.2 shall apply.

Specification 4.3.3.1, Table 4.3.3-1, Items 5.a and 5.b (b) Effective July 1, 1982, through July 8, 1982, Action statement"a" of Technical Specification 3.8.1.1 shall read as follows:

ACTION:

a. With either one offsite circuit or one diesel generator of the above required A.C. electrical power sources inoperable, demonstrate the OPERABILITY of the remaining A.C.

sources by performing Surveillance Requirements 4.8.1.1.1.a and 4.8.1.1.2.a.4 within two hours and at least once per 12 hours1.388889e-4 days 0.00333 hours 1.984127e-5 weeks 4.566e-6 months thereafter; restore at least two offsite circuits and four diesel generators to OPERABLE status within 7 days or be in at least HOT SHUTDOWN within the next 12 hours1.388889e-4 days 0.00333 hours 1.984127e-5 weeks 4.566e-6 months and in COLD SHUTDOWN within the following 24 hours2.777778e-4 days 0.00667 hours 3.968254e-5 weeks 9.132e-6 months .

(3) Deleted by Amendment No. 206.

D. The licensee shall fully implement and maintain in effect all provisions of the Commission-approved physical security, training and qualification, and safeguards contingency plans, including amendments made pursuant to provisions of the Miscellaneous Amendments and Search Requirements revisions to 10 CFR 73.55 (51 FR 27817 and 27822) and to the authority of 10 CFR 50.90 and 10 CFR 50.54(p). The plans, which contain Safeguards Information protected under 10 CFR 73.21 are entitled: "Physical Security Plan, Revision 2," and 'Safeguards Contingency Plan, Revision 2," submitted by letter Renewed License No. DPR-71 Amendment No. -ft to RA-14-0029 Page 3 of 4 Brunswick Steam Electric Plant, Unit No. 2, Docket No. 50-324 / Renewed License No. DPR-62 F. The licensee is technically and financially qualified to engage in the activities authorized by this renewed operating license in accordance with the rules and regulations of the Commission; G. The licensee has satisfied the applicable provisions of 10 CFR Part 140, "Financial Protection Requirements and Indemnity Agreements," of the Commission's regulations; H. The issuance of this renewed operating license will not be inimical to the common defense and security or to the health and safety of the public;

1. After weighing the environmental, economic, technical, and other benefits of the facility against environmental and other costs and considering available alternatives, the issuance of Renewed Facility Operating License No. DPR-62 subject to the conditions for protection of the environment set forth herein is in accordance with 10 CFR Part 51 (formerly Appendix D to 10 CFR Part 50), of the Commission's regulations and all applicable requirements have been satisfied; and J. The receipt, possession, and use of source, byproduct, and special nuclear material as authorized by this renewed license will be in accordance with the Commission's regulations in 10 CFR Part 30, 40, and 70, including 10 CFR Section 30.33, 40.32, and 70.23 and 70.31.

2. Renewed Facility Operating License No. DPR-62 is hereby issued to Duke Energy Progress, Inc. to read as follows:

A. This license applies to Brunswick Steam Electric Plant Unit 2, a boiling water reactor and associated equipment (the facility), owned by Duke Ecr .... Rrc..,

!Re. and *Nrth *reoli*a Eiastm Municipal Po.wr Agcncy and operated by Duke Energy Progress, Inc. The facility is located on the Cape Fear River, near Southport in Brunswick County, North Carolina, and is described in the "Final Safety Analysis Report" as supplemented and amended (Amendments 1 through 29) and the "Environmental Report" as supplemented and amended (Supplements 1 through 7).

B. Subject to the conditions and requirements incorporated herein, the Commission hereby licenses Duke Energy Progress, Inc.:

(1) Pursuant to Section 104b of the Act and 10 CFR Part 50, "Licensing of Production and Utilization Facilities," to possess, use, and operate the facility at the designated location in Brunswick County, North Carolina, in accordance with the procedures and limitations set forth in this renewed license; (2) Pursuant to the Act and 10 CFR Part 70, to receive, possess and use at any time special nuclear material as reactor fuel, in accordance with the limitations for storage and amounts required for reactor operation, as described in the Final Safety Analysis Report, as supplemented and amended; Renewed License No. DPR-62 Amendment No. 241 to RA-1 4-0029 Page 4 of 4 Brunswick Steam Electric Plant, Unit No. 2, Docket No. 50-324 Renewed License No. DPR-62 (3) Pursuant to the Act and 10 CFR Parts 30, 40, and 70, to receive, possess and use at any time any byproduct, source and special nuclear material as sealed neutron sources for reactor startup, sealed sources for reactor instrumentation and radiation monitoring equipment calibration, and as fission detectors in amounts as required; (4) Pursuant to the Act and 10 CFR Parts 30, 40 and 70, to receive, possess and use in amounts as required any byproduct, source, and special nuclear materials without restriction to chemical or physical form, for sample analysis or instrument calibration or associated with radioactive apparatus or components; (5) Pursuant to the Act and 10 CFR Parts 30 and 70 to possess, but not separate, such byproduct and special nuclear materials as may be produced by the operation of Brunswick Steam Electric Plant, Unit Nos. 1 and 2, and H. B. Robinson Steam Electric Plant, Unit No. 2.

(6) Duke Energy Progress, Inc. shall implement and maintain in effect all provisions of the approved fire protection program as described in the Final Safety Analysis Report for the facility and as approved in the Safety Evaluation Report dated November 22, 1977, as supplemented April 1979, June 11, 1980, December 30, 1986, December 6, 1989, July 28, 1993, and February 10, 1994 respectively, subject to the following provision:

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

C. This renewed license shall be deemed to contain and is subject to the conditions specified in the following Commission regulations in 10 CFR Chapter 1: Part 20, Section 30.34 of Part 30, Section 40.41 of Part 40, Sections 50.54 and 50.59 of Part 50, and Section 70.32 of Part 70; is subject to all applicable provisions of the Act and to the rules, regulations, and orders of the Commission now or hereafter in effect; and is subject to the additional conditions specified or incorporated below:

(1) Maximum Power Level The licensee is authorized to operate the facility at steady state reactor core power levels not in excess of 2923 megawatts (thermal).

(2) Technical Specifications The Technical Specifications contained in Appendix A, as revised through Amendment No.2-9-, are hereby incorporated in the license. Duke Energy Progress, Inc. shall operate the facility in accordance with the Technical Specifications.

Renewed License No. DPR-62 Amendment No. 2-94 to RA-14-0029 Enclosure 1 Attachment 2 Shearon Harris Nuclear Power Plant Marked Changes to Current FOL NPF-63 to RA-1 4-0029 Page 1 of 4 Shearon Harris Nuclear Power Plant, Unit No. 1, Docket No. 50-400 / Renewed License No. NPF-63 DUKE ENERGY PROGRESS, INC.

NORTH CAROLINA EASTERN MUNICIPAL POWER AGENCY DOCKET NO. 50-400 SHEARON HARRIS NUCLEAR POWER PLANT, UNIT 1 RENEWED FACILITY OPERATING LICENSE Renewed License No. NPF-63 The Nuclear Regulatory Commission (the Commission or the NRC) has found that:

A. The application for renewal of the license filed by the Carolina Power & Light Company' (CP&L) for itself, -- In the NoFrth cA.'Ro.^' rc2,tFR MUiGipal Po9...

Age..e- "ta ... nses),

. complies with the standards and requirements of the Atomic Energy Act of 1954, as amended (the Act), and the Commission's regulations set forth in 10 CFR Chapter I, and all required notifications to other agencies or bodies have been duly made; B. Construction of the Shearon Harris Nuclear Power Plant, Unit 1, (the facility) has been substantially completed in conformity with Construction Permit No.

CPPR-158 and the application, as amended, the provisions of the Act, and the regulations of the Commission; C. Actions have been identified and have been or will be taken with respect to (1) managing the effects of aging during the period of extended operation on the functionality of structures and components that have been identified to require review under 10 CFR 54.21(a)(1); and (2) time-limited aging analysis that have been identified to require review under 10 CFR 54.21 (c), such that there is reasonable assurance that the activities authorized by the renewed operating license will continue to be conducted in accordance with the current licensing basis, as defined in 10 CFR 54.3, for the facility, and that any changes made to the facility's current licensing basis in order to comply with 10 CFR 54.29(a) are in accordance with the Act and the Commission's regulations; D. The facility will operate in conformity with the application, as amended, the provisions of the Act, and the regulations of the Commission (except as exempted from compliance in Section 2.D. belovw; E. There is reasonable assurance: (i) that the activities authorized by this operating license can be conducted without endangering the health and safety of the public, and (ii that such activities will be conducted in compliance with the Commission's regulations set forth in 10 CFR Chapter I (except as exempted from compliance in Section 2.D. below);

On April 29, 2013, the name "Carolina Power & Light Company" (CP&L) was changed to "Duke Energy Progress, Inc."

Renewed License No. NPF-63 Amendment No. 442.

to RA-14-0029 Page 2 of 4 Shearon Harris Nuclear Power Plant, Unit No. 1, Docket No. 50-400 / Renewed License No. NPF-63 F. Duke Energy Progress, Inc.' is technically qualified to engage in the activities authorized by this license in accordance with the Commission's regulations set forth in 10 CFR Chapter 1; G. The licensees have satisfied the applicable provisions of 10 CFR Part 140, "Financial Protection Requirements and Indemnity Agreements," of the Commission's regulations; H. The issuance of this license will not be inimical to the common defense and security or to the health and safety of the public; I. After weighing the environmental, economic, technical, and other benefits of the facility against environmental and other costs and considering available alternatives, the issuance of this Renewed Facility Operating License No.

NPF-63, subject to the conditions for protection of the environment set forth in the Environmental Protection Plan attached as Appendix B, is in accordance with 10 CFR Part 51 of the Commission's regulations and all applicable requirements have been satisfied; J. The receipt, possession and use of source, byproduct and special nuclear material as authorized by this license will be in accordance with the Commission's regulations in 10 CFR Parts 30, 40, and 70.

2. Based on the foregoing findings and the Partial Initial Decisions issued by the Atomic Safety and Licensing Board dated February 20,1985, August 20, 1985, December 11, 1985, and April 28, 1986, regarding this facility and pursuant to approval by the Nuclear Regulatory Commission at a meeting on January 8, 1987, Facility Operating License No. NPF-63, which supersedes the license for fuel loading and low power testing, License No. NPF-53 issued on October 24, 1986, is hereby issued to Duke Energy Progress, Inc. 2rd thm North Caro-lina E6acorn M".-i.ipal P1'2.r AgGleRe (the licensees) as follows:

A. This license applies to the Shearon Harris Nuclear Power Plant, Unit 1, a pressurized water reactor and associated equipment (the facility) owned by-the North Carclina EastFrn Munisipal PoworF AgoncY and Duke EnrMFgy Progrocc, Inc.,

and operated by Duke Energy Progress, Inc. The facility is located on the licensees' site in Wake and Chatham Counties, North Carolina, approximately 16 miles southwest of the nearest boundary of Raleigh, and is described in its Final Safety Analysis Report, as supplemented and amended, and in its Environmental Report, as supplemented and amended;

Duke Energy Progress, Inc. i: a....tha*rFid t: a. fo.rth: l*,.th cARiM

- MURi8.iP'I Por..

AE*ctcr*

Ag.Rey-, O. has exclusive responsibility and control over the physical construction, operation, and maintenance of the facility.

Renewed License No. NPF-63 Amendment No. 44a to RA- 14-0029 Page 3 of 4 Shearon Harris Nuclear Power Plant, Unit No. 1, Docket No. 50-400 / Renewed License No. NPF-63 B. Subject to the conditions and requirements incorporated herein, the Commission hereby licenses:

(1) Pursuant to Section 103 of the Act and 10 CFR Part 50, Duke Energy Progress, Inc. to possess, use, and operate the facility at the designated location in Wake and Chatham Counties, North Carolina, in accordance with the procedures and limitations set forth in this license; (2) PU~u~te theeAtad4 rRPF 9 I th eF~iar.Rt MuniGipal PeYMFz Ageney te peaccscc the fekeilit; at th: dersignated leeatleR inWake and Chatham Co-unticc, North Corcilna, ir AnAMIRAGc Wth the prcourc ndlififtatiOnc. cet forth in the lionco:1;Deletd' (3) Pursuant to the Act and 10 CFR Part 70, Duke Energy Progress, Inc. to receive, possess, and use at any time special nuclear material as reactor fuel, in accordance with the limitations for storage and amounts required for reactor operation, as described in the Final Safety Analysis Report, as supplemented and amended; (4) Pursuant to the Act and 10 CFR Parts 30, 40, and 70, Duke Energy Progress, Inc. to receive, possess, and use at any time any byproduct, source and special nuclear material such as sealed neutron sources for reactor startup, sealed sources for reactor instrumentation and radiation monitoring equipment calibration, and as fission detectors in amounts as required; (5) Pursuant to the Act and 10 CFR Parts 30, 40, and 70, Duke Energy Progress, Inc. receive, possess, and use in amounts as required any byproduct, source or special nuclear material without restriction to chemical or physical form, for sample analysis or instrument calibration or associated with radioactive apparatus or components; (6) Pursuant to the Act and 10 CFR Parts 30, 40, and 70, Duke Energy Progress, Inc. to possess, but not separate, such byproduct and special nuclear materials as may be produced by the operation of the facility authorized herein; (7) Pursuant to the Act and 10 CFR Parts 30 and 40, Duke Energy Progress, Inc. to receive, possess and process for release or transfer to the Shearon Harris site such byproduct material as may be produced by the Shearon Harris Energy and Environmental Center; (8) Pursuant to the Act and 10 CFR Parts 30, 40, and 70, Duke Energy Progress, Inc. to receive and possess but not separate, such byproduct and special nuclear materials as may be produced by the operation of the Brunswick Steam Electric Plant, Units 1 and 2, and H. B. Robinson Steam Electric Plant, Unit 2.

Renewed License No. NPF-63 Amendment No. 44-Z to RA-1 4-0029 Page 4 of 4 Shearon Harris Nuclear Power Plant, Unit No. 1, Docket No. 50-400 / Renewed License No. NPF-63 C. This license shall be deemed to contain and is subject to the conditions specified in the Commission's regulations set forth in 10 CFR Chapter I and is subject to all applicable provisions of the Act and to the rules, regulations, and orders of the Commission now or hereafter in effect, and is subject to the additional conditions specified or incorporated below.

(1) Maximum Power Level Duke Energy Progress, Inc. is authorized to operate the facility at reactor core power levels not in excess of 2948 megawatts thermal (100 percent rated core power) in accordance with the conditions specified herein.

(2) Technical Specifications and Environmental Protection Plan The Technical Specifications contained in Appendix A and the Environmental Protection Plan contained in Appendix B, both of which are attached hereto, as revised through Amendment No. -. 44, are hereby incorporated into this license. Duke Energy Progress, Inc. shall operate the facility in accordance with the Technical Specifications and the Environmental Protection Plan.

(3) Antitrust Conditions Duke Energy Progress, Inc. shall comply with the antitrust conditions delineated in Appendix C to this license.

(4) Initial Startup Test Program (Section 14)1 Any changes to the Initial Test Program described in Section 14 of the FSAR made in accordance with the provisions of 10 CFR 50.59 shall be reported in accordance with 50.59(b) within one month of such change.

1 The parenthetical notation following the title of many license conditions denotes the section of the Safety Evaluation Report and/or its supplements wherein the license condition is discussed.

Renewed License No. NPF-63 Amendment No. 4.43 to RA-1 4-0029 Enclosure 2 Asset Purchase Agreement by and between Duke Energy Progress, Inc. and North Carolina Eastern Municipal Power Agency