ML071560124

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Order Approving Transfer of License and Conforming Amendment Relating to the Point Beach Nuclear Plant (TAC Nos. MD4112 and MD4113)
ML071560124
Person / Time
Site: Point Beach  NextEra Energy icon.png
Issue date: 07/31/2007
From: Milano P
NRC/NRR/ADRO/DORL/LPLIII-1
To: Koehl D, Kuester F, Rajiv Kundalkar
Florida Power & Light Energy Point Beach, Nuclear Management Co, Wisconsin Electric Power Co
Milano P, NRR/DORL/LPLA, 415-1457
Shared Package
ML071560143 List:
References
TAC MD4112, TAC MD4113
Download: ML071560124 (36)
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Text

NOTE:THIS DOCUMENT CONTAINS PROPRIETARY INFORMATION. THIS DOCUMENTBECOMES NON-PROPRIETARY UPON REMOVAL OF ENCLOSURE 5.July 31, 2007Mr. Dennis L. KoehlMr. F.D. KuesterSite Vice PresidentPresident Point Beach Nuclear Plantand Chief Executive Officer Nuclear Management Company, LLCWE Generation 6610 Nuclear Road231 West Michigan Street Two Rivers, WI 54241-9516 Milwaukee, WI 53201Mr. Rajiv Kundalkar Vice President FPL Energy Point Beach, LLC 700 Universe Boulevard Juno Beach, FL 33408

SUBJECT:

ORDER APPROVING TRANSFER OF LICENSES AND CONFORMINGAMENDMENTS RELATING TO POINT BEACH NUCLEAR PLANT, UNITS 1 AND 2 (TAC NOS. MD4112 AND MD4113)

Dear Messrs. Koelh,

Kuester and Kundalkar:

By letter to the U.S. Nuclear Regulatory Commission (NRC) dated January 26, 2007(Agencywide Documents Access and Management System (ADAMS) Accession No.

ML070290206), as supplemented by letter dated July 11, 2007 (ADAMS Accession No.

ML071940067), Nuclear Management Company, LLC (NMC), Wisconsin Electric Power Company (WEPCO) , and FPL Energy Point Beach, LLC (FPLE Point Beach) submitted an application requesting that the NRC approve, pursuant to Section 50.80 of Title 10 of the Codeof Federal Regulations (10 CFR), the direct transfer of WEPCO's ownership interests andNMC's operating authority and the corresponding renewed Facility Operating Licenses, Nos.

DPR-24 and DPR-27 (licenses), for Point Beach Nuclear Plant, Units 1 and 2 (Point Beach) to FPLE Point Beach. The application also requested approval of the conforming amendments to the licenses, pursuant to 10 CFR 50.90. Transfer of the licenses will also authorize FPLE PointBeach, pursuant to the general license requirements in 10 CFR 72.210, to store spent fuel in the Independent Spent Fuel Storage Installation (ISFSI) at Point Beach. In addition, the applicants asked for an option to transfer operational authority to FPLE Point Beach prior to transfer of the ownership interests.Separate from the enclosed Order, NRC will address the requested assignment to FPLE PointBeach of the approved transportation package pursuant to 10 CFR 71.38, "Renewal of a Certificate of Compliance or Quality Assurance Program Approval." Notice of the application was published in the Federal Register on February 28, 2007, (72 FR 9035).

NOTE:THIS DOCUMENT CONTAINS PROPRIETARY INFORMATION. THIS DOCUMENTBECOMES NON-PROPRIETARY UPON REMOVAL OF ENCLOSURE 5.D. Koehl, et al.- 2 -The NRC staff has completed its review of the application. Enclosure 1 is the Order whichapproves the proposed license transfers, subject to the conditions described therein, and approves the conforming amendments. Enclosure 2 provides the conforming amendment pages for transfer of ownership and operational authority for Point Beach, Units 1 and 2. provides the conforming amendment pages for transfer of operational authority prior to closing of the sale. You must inform us no later than five business days prior to the date of any such transfer, on which date the appropriate conforming amendments will be issued. If you do not exercise the option to transfer operational authority prior to closing, then the associated amendments will be null and void.

Enclosures 4 and 5 contain the non-proprietary and proprietary versions, respectively, of the NRC staff's safety evaluation (SE) related to the preceding actions. The non-proprietary version of the SE will be placed in the NRC public document room and added to the Agencywide Documents Access and Management System's Publicly Available Records System Library. The Order has been forwarded to the Office of Federal Register for publication.Sincerely,/RA/Patrick Milano, Senior Project Manager PIant Licensing Branch III-1 Division of Operating Reactor Licensing Office of Nuclear Reactor RegulationDocket Nos. 50-266, 50-301 and 72-005

Enclosures:

1. Order 2. Conforming Amendment pages to DPR-24 and DPR 27 reflecting transfer of ownership and operational authority 3. Conforming Amendment pages to DPR-24 and DPR 27 reflecting transfer of operational authority prior to sale 4. Safety Evaluation (Non-proprietary)
5. Safety Evaluation (Proprietary) (FPLE only)cc w/o Enclosure 5: See next page NOTE:THIS DOCUMENT CONTAINS PROPRIETARY INFORMATION. THIS DOCUMENTBECOMES NON-PROPRIETARY UPON REMOVAL OF ENCLOSURE 5.Point Beach Nuclear Plant, Units 1 and 2 cc:

Jonathan Rogoff, EsquireVice President, Counsel & Secretary Nuclear Management Company, LLC 700 First Street Hudson, WI 54016Mr. F. D. KuesterPresident & Chief Executive Officer WE Generation 231 West Michigan Street Milwaukee, WI 53201Regulatory Affairs ManagerPoint Beach Nuclear Plant Nuclear Management Company, LLC 6610 Nuclear Road Two Rivers, WI 54241Mr. Ken DuveneckTown Chairman Town of Two Creeks 13017 State Highway 42 Mishicot, WI 54228ChairmanPublic Service Commission of Wisconsin P.O. Box 7854 Madison, WI 53707-7854Regional Administrator, Region IIIU.S. Nuclear Regulatory Commission Suite 210 2443 Warrenville Road Lisle, IL 60532-4351Resident Inspector's OfficeU.S. Nuclear Regulatory Commission 6612 Nuclear Road Two Rivers, WI 54241Mr. Jeffery KitsembelElectric Division Public Service Commission of Wisconsin P.O. Box 7854 Madison, WI 53707-7854Nuclear Asset ManagerWisconsin Electric Power Company 231 West Michigan Street Milwaukee, WI 53201Michael B. SellmanPresident and Chief Executive Officer Nuclear Management Company, LLC 700 First Street Hudson, MI 54016Douglas E. CooperSenior Vice President & Chief Nuclear Officer Nuclear Management Company, LLC 700 First Street Hudson, WI 54016Site Director of OperationsNuclear Management Company, LLC 6610 Nuclear Road Two Rivers, WI 54241Mitchell S. RossAssociate General Counsel FPL Energy Point Beach, LLC 700 Universe Blvd.

Juno Beach, Florida 33408Arthur H. DombyTroutman Sanders LLP 600 Peachtree Street Atlanta, Georgia 30308 NOTE:THIS DOCUMENT CONTAINS PROPRIETARY INFORMATION. THIS DOCUMENTBECOMES NON-PROPRIETARY UPON REMOVAL OF ENCLOSURE 5.D. Koehl, et al.- 2 -The NRC staff has completed its review of the application. Enclosure 1 is the Order whichapproves the proposed license transfers, subject to the conditions described therein, and approves the conforming amendments. Enclosure 2 provides the conforming amendment pages for transfer of ownership and operational authority for Point Beach Units 1 and 2. provides the conforming amendment pages for transfer of operational authority prior to closing of the sale. You must inform us no later than five business days prior to the date of any such transfer, on which date the appropriate conforming amendments will be issued. If you do not exercise the option to transfer operational authority prior to closing, then the associated amendments will be null and void.

Enclosures 4 and 5 contain the non-proprietary and proprietary versions, respectively, of the NRC staff's safety evaluation (SE) related to the preceding actions. The non-proprietary version of the SE will be placed in the NRC public document room and added to the Agencywide Documents Access and Management System's Publicly Available Records System Library. The Order has been forwarded to the Office of Federal Register for publication.Sincerely,/RA/Patrick Milano, Senior Project Manager PIant Licensing Branch III-1 Division of Operating Reactor Licensing Office of Nuclear Reactor RegulationDocket Nos. 50-266, 50-301 and 72-005

Enclosures:

1. Order 2. Conforming Amendment pages to DPR-24 and DPR 27 reflecting transfer of ownership and operating authority 3. Conforming Amendment pages to DPR-24 and DPR 27 reflecting transfer of operating authority prior to sale 4. Safety Evaluation (Non-proprietary)
5. Safety Evaluation (Proprietary) (FPLE only)cc w/o Enclosure 5: See next pageDISTRIBUTION
(w/o Enclosure 5)PUBLICRidsNrrDorlDprNSalgadoLPLIII-1 R/F RidsOgcRpRCarlson GHill (8)RidsNrrDorlLple (LRaghavan)GArmstrong RidsNrrOd (JDyer/JWiggins)RidsNrrPMPMilanoMDusaninskij RidsNrrAdro (BBoger) RidsNrrLATHarrisJCushing RidsNrrDorl (CHaney/TMcGinty) RidsRgn3MailCenterJCameron RidsAcrsAcnwMailCenterRidsRgn2MailCenterJHall PACKAGE NO.:

ML071560143 LICENSE PAGES NO.: Ownership and Operating authority ML072080394 , Operating Authority ML072080397 ORDER NO.:

ML071560124 PROPRIETARY SE:

ML071560151 OFFICELPL3-1/PMLPL3-1/LATech EdIOLB/DIRSPFPB RIII/DRP/BCNAMEJCushingTHarrisH. ChangNSalgadoRCarlsonJCameron DATE07/26/0707/26/0706/14/0706/06/0706/07/0706/25/07 OFFICEOGCNRR/LPL3-1/PMNRR/LPL3-1/(A)BCNRR/DORL/DDNRR/D NAMESUttalPMilanoTTateCHaney (JLubinski) forJDyerDATE07/30 /0707/24/0707/26/0707/26/0707/31/07OFFICIAL RECORD COPY ENCLOSURE 1-ORDER APPROVING TRANSFER OF LICENSESAND CONFORMING AMENDMENTS 7590-01-PUNITED STATES OF AMERICANUCLEAR REGULATORY COMMISSIONIn the Matter of ) ))WISCONSIN ELECTRIC POWER COMPANY )Docket Nos. 50-266, 50-301

) ) Renewed License Nos. DPR-24 and )DPR-27

)NUCLEAR MANAGEMENT COMPANY, LLC ) )(Point Beach Nuclear Plant) ) ORDER APPROVING TRANSFER OF LICENSESAND CONFORMING AMENDMENTS I.Wisconsin Electric Power Company (WEPCO) and Nuclear Management Company,LLC (NMC) are holders of the Renewed Facility Operating Licenses (FOLs), Nos. DPR-24 and DPR-27, which authorize the possession, use and operation of Point Beach Nuclear Plant, Units 1 and 2 (Point Beach or facility). NMC is licensed by the U.S. Nuclear Regulatory Commission (NRC, the Commission) to operate Point Beach. WEPCO is licensed to possess Point Beach with respect to WEPCO's ownership of the facility. Point Beach is located near Two Rivers, Wisconsin.

II.By letter dated January 26, 2007, as supplemented by letter dated July 11, 2007, NMC,WEPCO and FPL Energy Point Beach, LLC, (FPLE Point Beach) submitted an application requesting approval of the direct license transfers that would be necessary in connection with WEPCO's proposed sale and transfer to FPLE Point Beach of its 100 percent ownershipinterest in Point Beach. The application also requested the approval of the transfer of NMC's operating authority to FLPE Point Beach. Transfer of the licenses will authorize FPLE Point Beach, pursuant to the general license in Section 72.210 of Title 10 of the Code of FederalRegulations (10 CFR), to store spent fuel in the Independent Spent Fuel Storage Installation(ISFSI) at Point Beach. As a potential interim step towards the sale of Point Beach, WEPCO and FPLE PointBeach have signed an Interim Operating Agreement that would permit WEPCO, at its option, and upon receipt of applicable regulatory approvals, to transfer NMC's operating authority to FPLE Point Beach prior to the closing of the ownership sale of Point Beach. This interim transfer of the operating authority from NMC to FPLE Point Beach would not change the financial responsibilities or qualifications or the decommissioning funding status of WEPCO as the 100 percent owner of Point Beach.WEPCO, NMC and FPLE Point Beach requested approval of (1) conforming licenseamendments that would reflect the proposed transfer of ownership of and operating authority for Point Beach to FPLE Point Beach; and (2) the option of transferring operating authority as an interim step to FPLE Point Beach. The amendments for transferring ownership and operating authority would include the following: (1) the deletion of the references to WEPCO and NMC as owner and operator of Point Beach, respectively, and (2) the authorization of FPLE Point Beach to possess, use, and operate Point Beach under essentially the same conditions and authorization included in the existing licenses. Two footnotes containing historical references to the former licensees also will be deleted. The applicants did not propose any physical or operational changes to the facility. After completion of the proposed transfers, FPLE Point Beach would be the owner and the operator of Point Beach. The amendments for transferring operational authority as an interim step would include the following: (1) the deletion of the references to NMC as operator of Point Beach, and replacement with references to FPLEPoint Beach, and (2) the authorization of FPLE Point Beach to operate Point Beach under essentially the same conditions and authorization included in the existing licenses. After completion of the proposed transfers, FPLE Point Beach would be the operator of Point Beach.The applicants requested approval of the transfer of the renewed FOLs and conforminglicense amendments pursuant to 10 CFR 50.80 and 50.90. Notice of the request for approval and opportunity for a hearing were published in the Federal Register on February 28, 2007 (72 FR 9035). No comments were received. No requests for hearing or petitions for leave to intervene were received.Pursuant to 10 CFR 50.80, no license for a production or utilization facility, or any rightthereunder, shall be transferred, directly or indirectly, through transfer of control of the license, unless the Commission shall give its consent in writing. Upon review of the information in the application and other information before the Commission, and relying upon the representations and agreements contained in the application, the NRC staff has determined that FPLE Point Beach is qualified to hold the licenses for Point Beach to the extent now held by WEPCO regarding its ownership interest, and is qualified to hold the operating authority under the licenses now held by NMC, and the transfer of the licenses as proposed in the application isotherwise consistent with applicable provisions of law, regulations, and orders issued by the Commission, subject to the conditions set forth below. The NRC staff has also found that the application for the proposed license amendments complies with the standards and requirements of the Atomic Energy Act of 1954, as amended (the Act), and the Commission's rules and regulations set forth in 10 CFR Chapter I; the facility will operate in conformity with the application, the provisions of the Act, and the rules and regulations of the Commission; there is reasonable assurance that the activities authorized by the proposed license amendments can be conducted without endangering the health and safety of the public and that such activities will be conducted in compliance with the Commission's regulations; the issuance of theproposed license amendments will not be inimical to the common defense and security or to the health and safety of the public; and issuance of the proposed amendments will be in accordance with 10 CFR Part 51 of the Commission's regulations and all applicable requirements have been satisfied.The findings set forth above are supported by an NRC safety evaluation dated July 31, 2007.

III.Accordingly, pursuant to Sections 161b, 161i, 161o and 184 of the Act, 42 U.S.C.Sections 2201(b), 2201(i), 2201(o) and 2234; and 10 CFR 50.80, IT IS HEREBY ORDERED that the transfer of the licenses, as described herein, to FPLE Point Beach is approved, subject to the following conditions:(1)At the time of the closing of the transfer of the licenses from Wisconsin Electric Power Company (WEPCO) to FPLE Point Beach, WEPCO shall transfer to FPLE Point Beach WEPCO's decommissioning funds in an aggregate minimum value of $200.8 million for Point Beach, Unit 1 and $189.2 million for Point Beach, Unit 2. FPLE Point Beach shall deposit such funds in an external decommissioning trust fund established by FPLE Point Beach for Point Beach Units 1 and 2. The trust agreement shall be in a form acceptable to the NRC.

.(2)FPLE Point Beach shall take no actions to cause FPLE Group Capital, or itssuccessors and assigns, to void, cancel, or modify its $70 million Support Agreement (Agreement) to FPLE Point Beach, as presented in the application, or cause it to fail to perform or impair its performance under the Agreement, without prior written consent from the NRC. The Agreement may not be amended or modified without 30 days prior written notice to the Director of the Office of Nuclear Reactor Regulation or his designee. An executed copy of the Agreement shall be submitted to the NRC no later than 30 days after the completion of the license transfers. Also, FPLE Point Beach shall inform the NRC in writing anytime it draws upon the $70 million Agreement. (3)Prior to completion of the transfer of any authority under the licenses, FPLE Point Beach shall provide the Director of the Office of Nuclear Reactor Regulation satisfactory documentary evidence that it has obtained the appropriate amount of insurance required of a licensee under 10 CFR Part 140 of the Commission's regulations.IT IS FURTHER ORDERED that FPLE Point Beach shall inform the Director of theOffice of Nuclear Reactor Regulation in writing if it wishes to exercise the option to transfer the operating authority prior to closing of the sale no later than 5 business days prior to the desired date for transfer of operational authority. Should FPLE Point Beach not request to exercise the option to transfer operational authority prior to closing of the sale, then the associated amendments to transfer operational authority will be null and void and only the amendments reflecting transfer of both ownership and operating authority will remain approved.

IT IS FURTHER ORDERED that FPLE Point Beach shall inform the Director of the Office of Nuclear Reactor Regulation in writing of the date of the closing of the sale no later than 5 business days prior to the closing of the sale and transfer of licenses. Should the transfer of the licenses not be completed by July 31, 2008, this Order shall become null and void, provided however, that upon written application and for good cause shown, such date may be extended by order. IT IS FURTHER ORDERED that, consistent with 10 CFR 2.1315(b), the license amendments, indicated in Enclosures 2 or 3 to the cover letter forwarding this Order, that make the applicable changes to conform the licenses to reflect the subject license transfers areapproved. The applicable amendments for transfer of ownership and operational authority shall be issued and made effective at the time such proposed license transfers are completed in full.

The applicable amendments for the option of first transferring operational authority shall be issued and made effective at the time such transfer closes.This Order is effective upon issuance.For further details with respect to this Order, see the initial application datedJanuary 26, 2007, as supplemented by letter dated July 11, 2007, and the non-proprietary safety evaluation dated July 31, 2007, which is available for public inspection at the Commission's Public Document Room (PDR), located at One White Flint North, Public File Area 01 F21, 11555 Rockville Pike (first floor), Rockville, Maryland, and accessible electronically from the Agencywide Documents Access and Management System (ADAMS)

Public Electronic Reading Room on the Internet at the NRC Web site, http://www.nrc.gov/reading-rm/adams.html. Persons who do not have access to ADAMS orwho encounter problems in accessing the documents located in ADAMS, should contact the NRC PDR Reference staff by telephone at 1-800-397-4209, 301-415-4737, or by e-mail to pdr@nrc.gov. Dated at Rockville, Maryland this 31 st day of July 2007. FOR THE NUCLEAR REGULATORY COMMISSION/RA/J. E. Dyer, DirectorOffice of Nuclear Reactor Regulation ENCLOSURE 2-CONFORMING AMENDMENTS TO DPR-24 AND DPR 27 FOR TRANSFER OF OWNERSHIP AND OPERATING AUTHORITY WISCONSIN ELECTRIC POWER COMPANYNUCLEAR MANAGEMENT COMPANY, LLCDOCKET NO. 50-266POINT BEACH NUCLEAR PLANT, UNIT 1AMENDMENT TO RENEWED FACILITY OPERATING LICENSEAmendment No. Renewed License No. DPR-241.The Nuclear Regulatory Commission (the Commission) has found that:A.The application for amendment by Nuclear Management Company, LLC and theWisconsin Electric Power Company (the licensees), dated January 26, 2007, as supplemented by letter dated July 11, 2007, complies with the standards and requirements of the Atomic Energy Act of 1954, as amended (the Act), and the Commission's rules and regulations set forth in 10 CFR Chapter I;B.The facility will operate in conformity with the application, the provisions of theAct, and the rules and regulations of the Commission;C.There is reasonable assurance (i) that the activities authorized by thisamendment 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;D.The issuance of this amendment will not be inimical to the common defense andsecurity or to the health and safety of the public; andE.The issuance of this amendment is in accordance with 10 CFR Part 51 of theCommission's regulations and all applicable requirements have been satisfied. 2.Accordingly, the license is amended as indicated in the attachment to this licenseamendment.3.This license amendment is effective as of the date of issuance and shall beimplemented within 30 days of the date of issuance.FOR THE NUCLEAR REGULATORY COMMISSIONJ. E. Dyer, DirectorOffice of Nuclear Reactor Regulation

Attachment:

Changes to the Renewed Facility Operating License DPR-24 Date of issuance:

WISCONSIN ELECTRIC POWER COMPANYNUCLEAR MANAGEMENT COMPANY, LLCDOCKET NO. 50-301POINT BEACH NUCLEAR PLANT, UNIT 2AMENDMENT TO RENEWED FACILITY OPERATING LICENSEAmendment No. Renewed License No. DPR-271.The Nuclear Regulatory Commission (the Commission) has found that:A.The application for amendment by Nuclear Management Company, LLC and theWisconsin Electric Power Company (the licensees), dated January 26, 2007, as supplemented by letter dated July 11, 2007, complies with the standards and requirements of the Atomic Energy Act of 1954, as amended (the Act), and the Commission's rules and regulations set forth in 10 CFR Chapter I;B.The facility will operate in conformity with the application, the provisions of theAct, and the rules and regulations of the Commission;C.There is reasonable assurance (i) that the activities authorized by thisamendment 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;D.The issuance of this amendment will not be inimical to the common defense andsecurity or to the health and safety of the public; andE.The issuance of this amendment is in accordance with 10 CFR Part 51 of theCommission's regulations and all applicable requirements have been satisfied. 2.Accordingly, the license is amended as indicated in the attachment to this licenseamendment.3.This license amendment is effective as of the date of issuance and shall beimplemented within 30 days of the date of issuance.FOR THE NUCLEAR REGULATORY COMMISSIONJ. E. Dyer, DirectorOffice of Nuclear Reactor Regulation

Attachment:

Changes to the Renewed Facility Operating License DPR-27Date of issuance:

ATTACHMENT TO LICENSE AMENDMENT NO. FOR TRANSFER OF OWNERSHIP AND OPERATING AUTHORITYTO RENEWED FACILITY OPERATING LICENSE NO. DPR-24AND LICENSE AMENDMENT NO. TO RENEWED FACILITY OPERATING LICENSE NO. DPR-27DOCKET NOS. 50-266 AND 50-301Replace the following pages of the Facility Operating Licenses and Appendices A, B and CTechnical Specifications with the attached revised pages. The revised pages are identified by amendment number and contain marginal lines indicating the areas of change. REMOVEINSERTUnit 1 License Pages 1-5Unit 1 License Pages 1-5Unit 2 License Pages 1-5Unit 2 License Pages 1-5 Page 4.0-1Page 4.0-1 Appendix A cover pageAppendix A cover page Appendix B cover pageAppendix B cover page Page 16.1-1Page 16.1-1 Unit 1 Appendix C page C-1Unit 1 Appendix C page C-1 Unit 2 Appendix C page C-1Unit 2 Appendix C page C-1

Unit 1 Appendix C page C-2--------Unit 2 Appendix C page C-2 ENCLOSURE 3-CONFORMING AMENDMENTS TO DPR-24 AND DPR 27 FOR TRANSFER OF OPERATING AUTHORITY WISCONSIN ELECTRIC POWER COMPANYNUCLEAR MANAGEMENT COMPANY, LLCDOCKET NO. 50-266POINT BEACH NUCLEAR PLANT, UNIT 1AMENDMENT TO RENEWED FACILITY OPERATING LICENSEAmendment No. Renewed License No. DPR-241.The Nuclear Regulatory Commission (the Commission) has found that:A.The application for amendment by Nuclear Management Company, LLC and theWisconsin Electric Power Company (the licensees), dated January 26, 2007,as supplemented by letter dated July 11, 2007, complies with the standards and requirements of the Atomic Energy Act of 1954, as amended (the Act), and the Commission's rules and regulations set forth in 10 CFR Chapter I;B.The facility will operate in conformity with the application, the provisions of the Act,and the rules and regulations of the Commission;C.There is reasonable assurance (i) that the activities authorized by this amendmentcan 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;D.The issuance of this amendment will not be inimical to the common defense andsecurity or to the health and safety of the public; andE.The issuance of this amendment is in accordance with 10 CFR Part 51 of theCommission's regulations and all applicable requirements have been satisfied. 2.Accordingly, the license is amended as indicated in the attachment to this licenseamendment.3.This license amendment is effective as of the date of issuance and shall beimplemented within 30 days of the date of issuance.FOR THE NUCLEAR REGULATORY COMMISSIONJ. E. Dyer, DirectorOffice of Nuclear Reactor Regulation

Attachment:

Changes to the Renewed Facility Operating License DPR-24 Date of issuance:

WISCONSIN ELECTRIC POWER COMPANYNUCLEAR MANAGEMENT COMPANY, LLCDOCKET NO. 50-301POINT BEACH NUCLEAR PLANT, UNIT 2AMENDMENT TO RENEWED FACILITY OPERATING LICENSEAmendment No. Renewed License No. DPR-271.The Nuclear Regulatory Commission (the Commission) has found that:A.The application for amendment by Nuclear Management Company, LLC and theWisconsin Electric Power Company (the licensees), dated January 26, 2007, as supplemented by letter dated July 11, 2007, complies with the standards and requirements of the Atomic Energy Act of 1954, as amended (the Act), and the Commission's rules and regulations set forth in 10 CFR Chapter I;B.The facility will operate in conformity with the application, the provisions of theAct, and the rules and regulations of the Commission;C.There is reasonable assurance (i) that the activities authorized by thisamendment 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;D.The issuance of this amendment will not be inimical to the common defense andsecurity or to the health and safety of the public; andE.The issuance of this amendment is in accordance with 10 CFR Part 51 of theCommission's regulations and all applicable requirements have been satisfied. 2.Accordingly, the license is amended as indicated in the attachment to this licenseamendment.3.This license amendment is effective as of the date of issuance and shall beimplemented within 30 days of the date of issuance.FOR THE NUCLEAR REGULATORY COMMISSIONJ. E. Dyer, DirectorOffice of Nuclear Reactor Regulation

Attachment:

Changes to the Renewed Facility Operating License DPR-27 Date of issuance:

ATTACHMENT TO LICENSE AMENDMENT NO. FOR TRANSFER OF OPERATING AUTHORITYTO RENEWED FACILITY OPERATING LICENSE NO. DPR-24AND LICENSE AMENDMENT NO. TO RENEWED FACILITY OPERATING LICENSE NO. DPR-27DOCKET NOS. 50-266 AND 50-301Replace the following pages of the Renewed Facility Operating Licenses and Appendices A, Band C with the attached revised pages. The revised pages are identified by amendment number and contain marginal lines indicating the areas of change. REMOVEINSERTUnit 1 License Pages 1-5Unit 1 License Pages 1-5Unit 2 License Pages 1-5Unit 2 License Pages 1-5 Appendix A cover pageAppendix A cover page Appendix B cover pageAppendix B cover page Unit 1 Appendix C page C-1Unit 1 Appendix C page C-1 Unit 2 Appendix C page C-1Unit 2 Appendix C page C-1 ENCLOSURE 4-SAFETY EVALUATION NON-PROPRIETARY SAFETY EVALUATION BY THE OFFICE OF NUCLEAR REACTOR REGULATIONDIRECT TRANSFER OF LICENSESFROM NUCLEAR MANAGEMENT COMPANY, LLC ANDWISCONSIN ELECTRIC POWER COMPANYTO FPL ENERGY POINT BEACH, LLCRENEWED LICENSES NOS. DPR-24 AND DPR-27 POINT BEACH NUCLEAR PLANT, UNITS 1 AND 2 DOCKET NOS. 50-266, 50-301, AND 72-00

51.0INTRODUCTION

By application dated January 26, 2007, as supplemented by letter dated July 11, 2007, NuclearManagement Company, LLC (NMC), Wisconsin Electric Power Company (WEPCO), and FPL Energy Point Beach, LLC (FPLE Point Beach) (collectively the applicants) requested approval by the U.S. Nuclear Regulatory Commission (NRC), pursuant to Title 10 of the Code of FederalRegulations (10 CFR) Section 50.80, "Transfer of Licenses," of direct license transfers inconnection with the proposed direct transfer of WEPCO's 100 percent ownership interest in the Point Beach Nuclear Plant, Units 1 and 2 (Point Beach) to FPLE Point Beach, and the transfer by NMC of its operating authority. Transfer of the licenses will result in FPLE Point Beach being authorized pursuant to the general license provisions in 10 CFR 72.210 to store spent fuel at the independent spent fuel storage installation (ISFSI) at Point Beach. FPLE Point Beach will assume all of WEPCO's and NMC's obligations and commitments under the licenses for Point Beach and all NRC orders pertaining thereto. The proposed direct transfers will be the result of the execution of the Asset Sales Agreement signed by NMC, WEPCO, and FPLE Point Beach on December 19, 2006. Upon closing of the sale, ownership, control and operation of Point Beach would change from NMC and WEPCO to FPLE Point Beach. In addition, the applicants, pursuant to 10 CFR 50.90, also requested approval of conformingamendments to Renewed Facility Operating Licenses DPR-24 and -27 necessary to delete references to NMC and WEPCO and to authorize FPLE Point Beach to possess, use, and operate Point Beach and related licensed materials under the same conditions and authorizations in the licenses. Non-Proprietary Version Nonproprietary VersionAs a potential interim step towards the sale of Point Beach, WEPCO and FPLE Point Beachhave signed an interim operating agreement that would permit WEPCO, at its option, and upon receipt of applicable regulatory approvals, to transfer operating authority, but not ownership, to FPLE Point Beach prior to the closing of the sale of Point Beach. Therefore, as part of this application, WEPCO, FPLE Point Beach, and NMC are also seeking the NRC's consent to permit the transfer of the operating authority for Point Beach from NMC to FPLE Point Beach prior to the closing of the sale, should WEPCO choose to exercise this approach. This interim transfer of the operating authority from NMC to FPLE Point Beach would not change the financial responsibilities or qualifications or the decommissioning funding status of WEPCO as the 100-percent owner of Point Beach.

2.0BACKGROUND

Pursuant to Section 184 of the Atomic Energy Act of 1954, as amended (AEA), and10 CFR 50.80, the application seeks the NRC's consent to the transfer by WEPCO of its ownership interests and NMC of its operating authority for Point Beach to FPLE Point Beach as both owner and operator. Point Beach is located about 30 miles southeast of Green Bay and about 90 miles north-northeast of Milwaukee in east central Manitowoc County, Wisconsin, on the west shore of Lake Michigan near Two Rivers, Wisconsin. Point Beach consists of two Westinghouse pressurized light-water moderated and cooled reactors originally designed to generate 1,518.5 megawatts thermal or approximately 523.8 megawatts electric. However, each unit has been uprated to 1540 megawatts thermal and approximately 538 megawatts electric.The U.S. Atomic Energy Commission issued the construction permit for Unit 1 on July 19, 1967,and for Unit 2 on July 25, 1968. The operating licenses were issued by the Atomic Energy Commission on October 5, 1970, for Unit 1, and March 8, 1973, for Unit 2. The NRC issued the renewed operating licenses on December 22, 2005, for Unit 1 and Unit 2. Accordingly, the Unit 1 license will expire in 2030, and the Unit 2 license will expire in 2033. FPLE Point Beach is a Wisconsin limited liability company created to acquire and operate PointBeach, and its principal place of business will be the State of Wisconsin. As a limited liability company, FPLE Point Beach has no directors or management committee. However, the January 26, 2007, application contains the names and addresses of the principal officers of FPLE Point Beach, all of whom are declared to be U.S. citizens.FPLE Point Beach is a direct, wholly owned subsidiary of ESI Energy, LLC, which is a direct,wholly owned subsidiary of FPL Energy, LLC. FPL Energy, LLC is in turn a direct, wholly owned subsidiary of FPL Group Capital, which is a direct, wholly owned subsidiary of FPL Group Inc. FPL Group Inc. is a public utility holding company incorporated in 1984 under the laws of the State of Florida. Nonproprietary VersionThe application states that through its affiliates, Florida Power & Light Company and FPLEnergy, LLC, FPL Group Inc. is a major producer of electric energy, with over 30,000 megawatt electric of generation capacity in operation in the United States. FPL Group Inc. has been in business for more than 20 years and has leveraged its expertise in generation to build a rapidly growing independent power producer business with facilities in operation, under construction, or in advanced stages of development in 26 States. FPL Group Inc. is a publicly traded company with shares trading on the New York Stock Exchange. Through its various subsidiaries, FPL Group Inc. owns or operates six nuclear power plants at four sites, which include the following:1.St. Lucie Nuclear Power Plant, Units 1 and 22.Turkey Point Nuclear Plant, Units 3 and 4 3.Seabrook Station 4.Duane Arnold Energy Center

3.0REGULATORY EVALUATION

The applicants' request for approval of the direct transfer of the licenses for Point Beachdiscussed in this safety evaluation is made pursuant to 10 CFR 50.80. Specifically, 10 CFR 50.80(a) states, "No license for a production or 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. As stated in 10 CFR 50.80(b),an application for a license transfer shall include as much information described in 10 CFR 50.33, "Contents of Applications; General Information," and 10 CFR 50.34, "Contents of Applications; Technical Information," "with respect to the identity and technical and financial qualifications of the proposed transferee as would be required by those sections if the application were for an initial license-." In addition, 10 CFR 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." 4.0EVALUATIONS4.1Financial QualificationsAs stated in 10 CFR 50.33(f), "Except for an electric utility applicant for a license to operate autilization facility of the type described in 10 CFR 50.21(b) or 10 CFR 50.22, [an application shall state] information sufficient to demonstrate to the Commission the financial qualifications of the applicant to carry out, in accordance with the regulations of this chapter, the activities for which the permit or license is sought."Furthermore, 10 CFR 50.2, "Definitions," states that an electric utility is "any entity thatgenerates 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." Nonproprietary VersionThe NRC staff finds that FPLE Point Beach does not qualify as an "electric utility," as defined in10 CFR 50.2, because most of its electric revenue, used to recover costs, will not be set by a separate regulatory authority or by the entity itself. Thus, the staff has determined that FPLE Point Beach must meet the financial qualifications requirements for a nonelectric utility pursuant to 10 CFR 50.33(f). FPLE Point Beach, a nonelectric utility, is therefore subject to a full financial qualification review by the NRC. Because FPLE Point Beach is not an electric utilityand is subject to a full review, it must provide information to demonstrate that it possesses or has reasonable assurance of obtaining the necessary funds to cover estimated operating costs for the period of the license. It must submit estimates for the total annual operating costs for each of the first 5 years of facility operations and indicate the source(s) of funds to cover these costs. In addition, because FPLE Point Beach is a newly formed entity, it must, pursuant to 10 CFR 50.33(f)(3), submit information that shows (1) the legal and financial relationship that FPLE Point Beach has or proposes to have with its stockholders or owners, (2) their financial ability to meet any contractual obligations to FPLE Point Beach which they have incurred or propose to incur, and (3) any other information considered necessary by the NRC staff to enable it to determine the applicant's financial qualification.This information will demonstrate how FPLE Point Beach will meet the requirements of10 CFR 50.33(f). Also, 10 CFR 50.33(k)(1) requires that FPLE Point Beach provide information described in 10 CFR 50.75, "Reporting and Recordkeeping for Decommissioning Planning,"

indicating how reasonable assurance will be provided that funds will be available to decommission the facility.FPLE Point Beach submitted a projected income statement for the 5-year period from 2008 to2012. The projected income statement is based on an assumed 92-percent annual capacity factor. According to the applicants, the revenues in the Projected Income Statement are based on FPLE Point Beach's sale of 100 percent of Point Beach's energy generation at prices established under a long-term power purchase agreement between WEPCO and FPLE Point Beach through 2030 for Unit 1 and through 2033 for Unit 2. Before closing the transaction, WEPCO has the option to elect a purchase power agreement term of 16 years for Unit 1 and 17 years for Unit 2. The staff reviewed FPLE Point Beach's estimated operating costs and assumptions underlying projected revenues, and found them to be reasonable. Nonproprietary VersionThe following is a summary of FPLE Point Beach's projected income statement.FPL Energy Point Beach, LLCSummary ofPROJECTED INCOME STATEMENT (In $ millions

)FY2008FY2009FY2010FY2011FY2012TOTAL REVENUE:$[]$[]$[]$[]$[ ]Total Operating Expense:$[]$[]$[]$[]$[ ]Operating Income:$[]$[]$[]$[]$[ ]Other Income/Expense Tax:$[]$[]$[]$[]$[ ]

NET INCOME AFTER TAX:$ [ ]$[]$[]$[]$[ ]

The staff has chosen to test the sensitivity of the financial information in the above Projected Income Statement by analyzing a scenario that changes the assumptions for revenue. The staff notes that if prices per megawatt hour were to drop by an average of 10 percent, the effecton the 5-year net income stream is a drop from the projected average of $

[ ]million per yearto a possible $

[ ]million per year. The NRC staff concludes that the impact on net incomeunder this scenario will not affect FPLE Point Beach's ability to provide reasonable assurance ofadequate funding to cover costs of operations over the five year period.Furthermore, the applicants stated that, in order to provide added assurances that FPLE PointBeach will have sufficient funds available to meet its operating expenses for Point Beach, FPL Group Capital will, at the closing of the proposed sale and transfer of the licenses, enter into a support agreement with FPLE Point Beach to make funding of up to $70 million available to FPLE Point Beach. Under the terms of the support agreement, FPLE Point Beach will have the right to obtain such funds from FPL Group Capital to the extent FPLE Point Beach determines necessary to pay the expenses to safely operate and maintain Point Beach. This funding may also be available to meet any obligations associated with nuclear liability premiums, includingFPLE Point Beach's share of retrospective premiums pursuant to 10 CFR 140.21, "Licensee Guarantees of Deferred Premiums." The applicants state that the support agreement will not terminate until Point Beach permanently ceases commercial operations and may not be modified or amended without 30 days prior written notice to the NRC. The format of the agreement is consistent with other agreements the staff has reviewed and found acceptable. The application states that FPL Group Capital has senior unsecured debt ratings of "A-" and"A2" by Standard & Poor's and Moody's, respectively. In addition, according to the application, FPL Group Capital, as a wholly owned subsidiary of FPL Group Inc., benefits from the financial strength of FPL Group Inc. FPL Group Inc. has a corporate credit rating of "A" by Standard &

Poor's. As stated in the application, through its wholly owned subsidiaries, FPL Group Inc.

serves more than 4 million electric customers in Florida and produces more than 30,000 megawatt electric by operating fossil, hydroelectric, and nuclear units. As of December 31, 2005, FPL Group Inc. reported assets exceeding $33 billion and recorded annual revenues in excess of $11 billion. Nonproprietary VersionAccording to the application, FPL Group Inc. has been in business for more than 20 years andhas leveraged its expertise in generation to build a rapidly growing independent power producer business with facilities in operation, construction, or advanced stages of development in 26 states. FPL Group Inc. is a publicly traded company with shares trading on the New York Stock Exchange.The Staff determined that based on FPL Group Capital debt ratings of "A-" and "A2" and FPLGroup Capital being a wholly owned subsidiary of FPL Group Inc., that FPL Group Capital has sufficient resources to provide the funding for the support agreement.The staff considers the added financial assurance provided by the support agreement, in lightof FPLE Point Beach's newly-formed status, significant to FPLE Point Beach's financial qualifications. Therefore, the order approving the transfer and the licenses shall contain the following condition:FPLE Point Beach shall take no actions to cause FPLE Group Capital, or itssuccessors and assigns, to void, cancel, or modify its $70 million Support Agreement (Agreement) to FPLE Point Beach, as presented in the application, or cause it to fail to perform or impair its performance under the Agreement, without prior written consent from the NRC. The Agreement may not be amended or modified without 30 days prior written notice to the Director of the Office of Nuclear Reactor Regulation or his designee. An executed copy of the Agreement shall be submitted to the NRC no later than 30 days after the completion of the license transfers. Also, FPLE Point Beach shall inform the NRC in writing anytime it draws upon the $70 million Agreement. Based on its review, the staff finds that FPLE Point Beach has demonstrated reasonableassurance of obtaining necessary funds to cover the estimated operation costs for the period of the licenses. Accordingly, the NRC staff has determined that FPLE Point Beach has met the financial qualifications requirements for a nonelectric utility pursuant to 10 CFR 50.33(f), and is financially qualified to hold the licenses for Point Beach. As a potential interim step to the sale of Point Beach, WEPCO and FPLE Point Beach havealso signed an interim operating agreement that would permit WEPCO, at its option (and upon receipt of all applicable regulatory approvals), to transfer operating authority to FPLE Point Beach prior to the closing of the sale and license transfer authorizing the change in ownership.

During this potential interim step, WEPCO would remain as the owner of Point Beach and continue to be responsible for funding the safe operations, maintenance, and decommissioning for Point Beach as it is now. To the extent that the interim operating agreement places any responsibility on FPLE Point Beach to pay costs ultimately the responsibility of WEPCO and subject to reimbursement by WEPCO, the staff finds FPLE Point Beach financially qualified given WEPCO's status as an electric utility under 10 CFR 50.2. Nonproprietary Version4.2 Decommissioning Funding AssuranceThe NRC has determined that the requirements to provide reasonable assurance ofdecommissioning funding are necessary to ensure the adequate protection of public health and safety. The regulation at 10 CFR 50.33(k) requires that an application for an operating license for a utilization facility contain information to demonstrate how reasonable assurance will be provided and that funds will be available to decommission the facility. The acceptable methods for providing financial assurance for decommissioning are specified in 10 CFR 50.75(e)(1). As stated by the applicants, FPLE Point Beach will assume responsibility for eventuallydecommissioning Point Beach. FPLE Point Beach will receive an amount at least equal to the NRC minimum decommissioning funding amount from the WEPCO qualified fund, upon closing of the transaction, which will be placed in an external trust fund maintained by FPLE Point Beach. Depending upon action by the Internal Revenue Service (IRS), in response to a private letter ruling request and other regulatory actions, WEPCO may transfer more than the NRC minimum decommissioning funding amount, up to the entire qualified fund balance, currently estimated to be $563 million, at the closing of the sale and transfer of the licenses. These funds will be held in an external trust fund segregated from FPLE Point Beach assets and outside of FPLE Point Beach's administrative control. Investment of the funds will be managed in accordance with applicable requirements in 10 CFR 50.75(h)(1). The staff has performed independent calculations of the minimum amount of funds necessaryto meet 10 CFR 50.75 requirements at the projected time of closing of the license transfers.

Based on these independent calculations, and to ensure that sufficient funds are available for decommissioning, the order approving the transfer of the licenses and the licenses shall containthe following condition:At the time of the closing of the transfer of licenses from Wisconsin ElectricPower Company (WEPCO) to FPLE Point Beach, WEPCO shall transfer to FPLE Point Beach WEPCO's decommissioning funds in an aggregate minimum value of $200.8 million for Point Beach Unit 1 and $189.2 million for Point Beach Unit 2. FPLE Point Beach shall deposit such funds in an external decommissioning trust fund established by FPLE Point Beach for Point Beach Units 1 and 2. The trust agreement shall be in a form acceptable to the NRC.4.3Antitrust ReviewThe AEA does not require or authorize antitrust reviews of postoperating license transferapplications. Kansas Gas and Electric Co., et al. (Wolf Creek Generating Station, Unit 1), CLI-99-19, 49 NRC 441 (June 18, 1999). The application here postdates the issuance of the operating licenses for units under consideration, and therefore, no antitrust review is required or authorized. The NRC staff notes that there are no existing antitrust license conditions in the subject licenses. Accordingly, there are no antitrust-related issues to resolve with respect to proposed conforming license amendments. Nonproprietary Version4.4Foreign Ownership, Control, or DominationSections 103d and 104d of the AEA prohibit the NRC from issuing a license for a nuclear powerplant to "any corporation or other entity if the Commission knows or has reason to believe it is owned, controlled, or dominated by an alien, a foreign corporation, or a foreign government."

The NRC's regulation, 10 CFR 50.38, "Ineligibility of Certain Applicants," contains language to implement this prohibition. According to the application, FPLE Point Beach is not owned, controlled, or dominated by an alien, a foreign corporation, or a foreign government. The staff is not aware of any information indicating that FPLE Point Beach's direct or indirect parentcompanies are owned, controlled or dominated by foreign interests. In seeking to become the licensed owner and operator of Point Beach, FPLE Point Beach is not acting as an agent or a representative of another entity.As a limited liability company, FPLE Point Beach has no directors or management committee;however, all of the principal officers are U.S. citizens and are expected to remain so after the proposed sale. In light of the above, the NRC staff does not know or have reason to believe that FPLE PointBeach will be owned, controlled, or dominated by an alien, a foreign corporation, or a foreign government.4.5Nuclear Insurance and IndemnityThe provisions of the Price-Anderson Act (Section 170 of the AEA) and the Commission'sregulations at 10 CFR Part 140, "Financial Protection Requirements and Indemnity Agreements," require that the current indemnity agreement be modified to reflect FPLE Point Beach as the new licensee of Point Beach.In accordance with the Price-Anderson Act, FPLE Point Beach will be required to provideprimary insurance and participate in the secondary retrospective insurance pool. It will also be required to maintain property insurance as specified in 10 CFR 50.54(w). Information provided in the application demonstrates that FPLE Point Beach will be able to satisfy the applicable insurance requirements of the NRC and the Price-Anderson Act.Consistent with NRC practice, the NRC staff will require FPLE Point Beach to providesatisfactory documentary evidence that it has obtained the appropriate amount of insurance required of a licensee under 10 CFR Part 140 prior to the issuance of the amended licenses.

Because the issuance of the amended licenses are directly tied to completion of the proposed direct license transfers, the order approving the transfers will be conditioned as follows: Prior to completion of the transfer of the licenses, FPLE Point Beach shallprovide the Director of the Office of Nuclear Reactor Regulation satisfactory documentary evidence that it has obtained the appropriate amount of insurance required of a licensee under 10 CFR Part 140 of the Commission's regulations. Nonproprietary Version4.6Technical QualificationsThe purpose of the technical qualifications evaluation is to ensure that the proposed corporatemanagement is involved with, informed of, and dedicated to the safe operation of the plant and that sufficient, qualified technical resources will be provided to support safe plant operation and maintenance, as well as to evaluate proposed changes to the operating organization that may occur as a result of the license transfer.The staff used the following regulations and guidance during the technical qualificationevaluation-10 CFR 50.40(b), "Common Standards," 10 CFR 50.80, "Transfer of Licenses,"

and Sections 13.1.1, "Management and Technical Support Organization," and 13.1.2-13.1.3, "Operating Organization," of NUREG-0800, "Standard Review Plan for the Review of Safety Analysis Reports for Nuclear Power Plants" (hereafter referred to as the SRP).The staff notes that in the January 26, 2007, submittal, the applicants stated, "[t]his applicationdoes not request approval of any physical changes in Point Beach or any changes to the conduct of operations. After transfer of the license, Point Beach will continue to be operated and maintained in accordance with Point Beach's current licensing bases." The applicants further emphasized that "-there will be no changes in the day-to-day operation of the facility."4.6.1 Management and Technical Support Organization The NRC staff reviewed the applicants' submittal to determine the acceptability of the proposedcorporate management and technical support organization. The staff evaluated the submittal using the applicable acceptance criteria contained in SRP Section 13.1.1.According to the application, the Point Beach on-site nuclear organization will reportoperationally through the Site Vice President to William E. Webster, Jr., Vice President of Operations, Florida Power and Light Company ("FP&L") and will report directly to J. A. Stall, who is FP&L and FPL Energy's Senior Vice President, Nuclear and Chief Nuclear Officer. As Chief Nuclear Officer, Mr. Stall is responsible for all nuclear activities at FPL Group, includingthe safe operation and maintenance of the St. Lucie Nuclear Plant, Units 1 and 2, the Turkey Point Nuclear Plant, Units 3 and 4, Seabrook Station and Duane Arnold Energy Center. The Site Vice Presidents at each licensed facility are subject to Mr. Stall's oversight and direction with respect to licensed activities at the facility. Mr. Stall has been in this position since 2001.Mr. Stall is also Senior Vice President of FPLE Point Beach. Mr. Stall is a career nuclear professional with 30 years of nuclear operating experience. Prior to joining FP&L in 1996 as the Site Vice President at the St. Lucie Nuclear Plant, he spent 19 years with Virginia Power Company at the North Anna Nuclear Plant. Mr. Stall was also Vice President, NuclearEngineering at FP&L from 2000 to 2001

.In addition, as stated in the application, FPLE Point Beach will join FPL Energy Seabrook, LLCand FPL Energy Duane Arnold, LLC as a direct, wholly owned subsidiary of ESI Energy, LLC, which is a direct, wholly owned subsidiary of FPL Energy, LLC. This transaction will enableFPLE Point Beach to utilize the existing Florida Power & Light Company, FPL Energy Seabrook, LLC, and FPL Energy Duane Arnold, LLC nuclear fleet resources and expertise in the operation of Point Beach. The applicants also indicated that FPLE Point Beach will have access to FPLE Seabrook and FPLE Duane Arnold for the use of additional extensive experience and technical capabilities. Nonproprietary VersionBased on the applicants' submittal, the applicants have shown and described their organizationfor managing and their means for providing technical support to the Point Beach staff. The NRC staff concludes that the proposed FPLE Point Beach organization for managing and its means of providing technical support for the continued operation of Point Beach under both normal and off-normal conditions are in accordance with SRP Section 13.1.1.4.6.2 Operating Organization The staff reviewed the applicants' submittal to determine the acceptability of the FPLE PointBeach operating organization and to evaluate changes to the operating organization proposed as a result of the license transfer. The initial Point Beach operating organization was determined to be acceptable by the initial licensing review. Subsequent safety-related changes to the operating organization were required to have been evaluated with an appropriate methodology. Therefore, the existing operating organization remains acceptable. The staff's review focused on evaluating any changes to the operating organization proposed as a result of the transfer. The staff evaluated the applicants' submittal using the applicable acceptance criteria contained in SRP Section 13.1.2-13.1.3. In their submittal dated January 26, 2007, the applicants stated that, "FPLE Point Beach willmake offers of employment with comparable compensation and benefits to employees of NMC and WEPCO who are employed at Point Beach, or whose work responsibilities involve principally the operation of any Point Beach assets. Thus, substantially all of Point Beach's plant staff and on-site operating organization, as well as off-site employees involved principally in Point Beach operation, are expected to become FPLE Point Beach employees after the transfer of the Licenses. Therefore, the technical qualifications of the organization operating Point Beach will be essentially unaffected."In addressing Point Beach's onsite organization, the applicants state that, "[t]he on-siteorganization and plant staff, including senior managers, will remain essentially unchanged by the transfer. Similarly, other than possible realignment of administrative and support services (such as accounting, business services, and information technology), the organizational structure of the on-site organization, including lines of authority and communication, is not expected to be changed by the transfer. Certain offsite support services currently being performed by NMC will be assumed by FPLE Point Beach. If FPLE Point Beach determines that any other senior management changes will be made contemporaneously with the transfer, FPLE Point Beach will ensure that the new individuals meet all existing qualification requirements and will inform the NRC and provide the NRC with their resumes prior to the transfer of the Licenses."Since substantially all of the operating organization and personnel now responsible for theoperation and maintenance of Point Beach will be transferred to FPLE Point Beach, the staff concludes that FPLE Point Beach's onsite organization established to operate and maintain Point Beach under both normal and off-normal conditions is in accordance with SRP Section 13.1.2-13.1.3. Nonproprietary VersionIn summary, the applicants have described the FPLE Point Beach corporate-level managementand technical support organization and the onsite operating organization that will be responsible for the operation and maintenance of Point Beach after the transfer of licensed operating authority to FPLE Point Beach. The staff concludes that FPLE Point Beach will have an acceptable corporate organization, onsite organization, and adequate resources to provide technical support for the safe operation of the plants under both normal and off-normal conditions after the transfer of licensed operating authority from NMC to FPLE Point Beach.

The application adequately addresses the relevant requirements of 10 CFR 50.40(b) and 10 CFR 50.80.Accordingly, in light of the foregoing evaluation, the NRC staff concludes that FPLE PointBeach will be technically qualified to hold the operating authority under the Point Beach

licenses.5.0CONFORMING AMENDMENTS5.1IntroductionThe application requested approval of the proposed conforming amendments to RenewedFacility Operating Licenses Nos. DPR-24 and DPR-27, to reflect the transfer of ownership and operational authority of Point Beach. No physical or operating changes to the facility were requested. 5.2DiscussionThe changes to be made to the licenses to reflect the transfer of ownership and operatingauthority are indicated in the conforming amendments in Enclosure 2 to the cover letter forwarding the NRC staff's order regarding the subject transfer. The proposed changes to the renewed facility operating licenses for Point Beach identify FPLE Point Beach as the operator and the new owner of the facility and make minor changes that support the transfer of the licenses. The changes to be made to the licenses to reflect transfer of operating authority only, shouldthat option be utilized, are indicated in the conforming amendments in Enclosure 3 to the cover letter forwarding the NRC staff's order regarding the subject transfers. The proposed changes to the renewed facility operating licenses for Point Beach identify FPLE Point Beach as the operator of the facility and make minor changes that support the transfers of the licenses. If the option is not chosen, the amendments will be null and void.No physical modifications are being made to plant systems or components nor are anysignificant changes in day-to-day operation of the units being made. Accordingly, the proposed amendments (both transfer of ownership and operational authority and transfer of operational authority) are acceptable.5.3State ConsultationIn accordance with the Commission's regulations, the Wisconsin State official was notified ofthe proposed issuance of the amendments. The State official had no comments. Nonproprietary Version5.4Conclusion with Respect to the Conforming AmendmentsThe Commission has concluded, based on the considerations discussed above, that (1) there isreasonable 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 amendments will not be inimical to the common defense and security or to the health and safety of the public.

6.0ENVIRONMENTAL CONSIDERATION

The subject application is for approval of a transfer of licenses issued by the NRC and approvalof conforming amendments. Accordingly, the actions involved meet the eligibility criteria for categorical exclusion set forth in 10 CFR 51.22(c)(21). Pursuant to 10 CFR 51.22(b), no environmental impact statement or environmental assessment need be prepared in connection with approval of the application.

7.0CONCLUSION

In view of the foregoing, the NRC staff finds that, subject to the conditions discussed herein,FPLE Point Beach is qualified to be the holder of the licenses for Point Beach, to the extent proposed in the application, and that the direct transfer of the licenses is otherwise consistentwith applicable provisions of law, regulations, and orders issued by the Commission pursuantthereto. Principal Contributors: M. Dusaniwskyj G. Armstrong

J. CushingDate: July 31, 2007

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