ML12066A038

Yankee Atomic Electric Co. - Reply to Notice of Violation; EA-2011-283

ML12066A038
Person / Time
Site:	Yankee Rowe
Issue date:	02/23/2012
From:	Norton W Yankee Atomic Electric Co
To:	Document Control Desk, Office of Nuclear Material Safety and Safeguards
References
BYR-2012-011, EA-2011-283, TAC L24538
Download: ML12066A038 (16)

Text

o-AN KEE YANKEE ATOMIC ELECTRIC COMPANY 49 Yankee Road, Rowe, Massachusetts 01367 February 23, 2012 BYR 2012-011 U.S. Nuclear Regulatory Commission Attn: Document Control Desk Washington, DC 20555-0001

References:

(a) Yankee Atomic Electric Co. (Docket No.50-029, 72-31)

Notice of Violation, EA-2011-283 (TAC No. L24538)

Re: Reply to Notice of Violation; EA-2011-283 Yankee Atomic Electric Company (Yankee Atomic) herein replies to the referenced Notice of Violation (NOV) issued by the Nuclear Regulatory Commission (NRC) on January 27, 2012. The reply is set forth in Enclosure 1.

Yankee Atomic does not agree that a violation of 10 C.F.R. 50.38 existed. In accordance with 10 C.F.R. § 2.201(a), and the instructions in the NOV, the reply includes (1) the basis for disputing the violation; (2) the steps that have been taken and the results achieved; (3) the steps that will be taken; and (4) without conceding that a violation occurred, the date when full compliance was achieved.

If you have any questions or require additional information, please contact me or Joe Fay at (207) 350-0300.

Sincerely, Wayne Norton CEO and President of Yankee Atomic cc: Director, Office of Nuclear Safety and Safeguards Regional Administrator, Region 1 Director, Office of Enforcement

Reply to Notice of Violation : Board Resolution and Certifications

ENCLOSURE 1 Reply to Notice of Violation (EA-2011-283)

Restatement of Violation 10 CFR 50.38 requires that "any person who is a citizen, national, or agent of a foreign country, or any corporation, or other entity which the Commission knows or has a reason to believe is owned, controlled, or dominated by an alien, a foreign corporation, or a foreign government, shall be ineligible to apply for and obtain a license."

Contrary to the above, since at least April 20, 2011, [Yankee Atomic] has been owned, controlled or dominated by a foreign corporation. Specifically, . . . [Yankee Atomic] is governed by a board of directors whose members are appointed, in part, by companies that are ultimately controlled by foreign entities, as follows: New England Power Co.

(34.5% - National Grid); Central Maine Power Co. (9.5% - Iberdrola S.A.).

This is a Severity Level IV violation.

Yankee Atomic Position on Violation Yankee Atomic Power Company (Yankee Atomic) does not agree that the cited violation of 10 C.F.R. 50.38 occurred.

Basis For Position Yankee Atomic is the licensee for the Yankee Rowe Independent Spent Fuel Storage Installation (ISFSI). Yankee Atomic is owned by several shareholders, or sponsor, companies.

As stated in the Notice of Violation (NOV), two of these sponsor companies (Central Maine Power, New England Power) are U.S. based companies that are each wholly-owned, through U.S. based intermediary companies, by a foreign parent company. However, neither of the foreign-owned sponsor companies holds a majority, or controlling, interest in Yankee Atomic.

The indirect foreign parent companies (Iberdrola S.A., National Grid) are from two different countries - Spain and United Kingdom - and, even combined, do not control a majority interest in Yankee Atomic.

The transactions that resulted in the acquisition of the two sponsor companies by foreign companies did not require NRC approval pursuant to 10 C.F.R. 50.80. The NRC has routinely concluded that transactions involving the acquisition of a minority interest in Yankee Atomic, or other Yankee Companies, do not require prior NRC approval under Section 50.80 because the transactions do not involve, either directly or indirectly, a "transfer of control" of a license under that regulation. In the cases of the acquisitions involving Central Maine Power and New England Power (NEP), the NRC made documented "threshold determinations" that no transfer was involved and that no NRC approval was required.

1

Third, indirect foreign ownership of minority shareholders in Yankee Atomic does not equate to FOCD. In September 1999, the NRC issued a Standard Review Plan (SRP) on FOCD issues.2 In the SRP the NRC cited the longstanding precedent and policy of the Commission that the FOCD restriction in the AEA "should be given an orientation toward safeguarding the national defense and security." 3 The words "owned, controlled or dominated" refer to "relationships where the will. of one party is subjugated to the will of another" and the statutory intent was to prohibit relationships where "an alien has the power to direct the actions of the licensee." 4 These circumstances do not exist for Yankee Atomic.

As discussed above, no foreign entity controls or dominates Yankee Atomic. The interests in Yankee Atomic held by the companies with foreign parents are minority, non-controlling (less than 50.0%) interests. Thus, there can be no foreign control or domination under the AEA or NRC regulations. Under the Yankee Atomic bylaws, there is a Board of Directors of not less than three directors. The number of directors, and the directors, are determined by the shareholders. Shareholders vote in proportion to the number of their shares.

Once appointed, the Board of Directors decides matters based on a majority of the Board. Under the bylaws, there are no issues related to actions by the Yankee Atomic Board of Directors on operational safety or security matters that require a unanimous or super majority vote, or that involve a minority veto. Under this governance structure, the majority shareholders maintain control of the Board of Directors and, therefore, Yankee Atomic.

Fourth, the NOV does not as a factual matter identify any safety or security issue, or any other instance, in which a foreign entity exerted actual control over Yankee Atomic with respect to a safety or security matter. At most, the NOV points to authority under the bylaws for the appointment of directors of Yankee Atomic by the foreign-controlled sponsor companies. This is not technically accurate. For Yankee Atomic, under the bylaws, the entire Board of Directors is selected by the shareholders. But, notwithstanding the appointment of individual directors, the Board of Directors of Yankee Atomic also retains responsibility and authority for the activities of Yankee Atomic. Each director must fulfill his or her responsibilities and exercise his or her authority in accordance with fiduciary and regulatory responsibilities. At most, the NRC's concern would appear to relate to the merest possibility of foreign influence on directors due to their appointment; however, the regulatory standard prohibits control and domination, not the mere inchoate possibility of foreign influence.

Finally, regardless of the appointment of the directors, Yankee Atomic has, during the time period cited in the violation, been subject to day-to-day management by a management team headed by the President and Chief Executive Officer (CEO) of Yankee Atomic. The President and CEO is a U.S. citizen and is subject to NRC and other applicable regulations. The President and CEO, and the management team, control access to security information and access 2 "Final Standard Review Plan on Foreign Ownership, Control, or Domination," 64 Fed.

Reg. 52,355 (1999).

3 General Electric Co. and Southwest Atomic Energy Associates, 3 AEC 99, 101 (1966).

4 Id; 64 Fed. Reg. at 52,358.

3

to special nuclear material. Any individual given access authorization is subject to an appropriate need-to-know determination and a background check and clearance determination.

These controls assure that the facility, security information, and special nuclear materials have been maintained safely by the U.S. licensee, and are not subject to foreign control.

Yankee Atomic notes that, in connection with the prior acquisitions of Yankee Atomic sponsor companies, those companies themselves made representations or commitments related to the lack of any potential for control or domination of Yankee Atomic by the foreign parents. For example, in connection with acquiring Central Maine Power, in an August 7, 2007 letter to the NRC, counsel for Iberdrola described the role of Yankee Atomic management, stating that Yankee Atomic management (the CNO and ISFSI Manager) is responsible for day-to-day operations. Counsel further represented that "Central Maine has no role in reviewing or approving the safety and security plans of the Yankee Companies." As noted above, the NRC itself observed in connection with the acquisition of NEP by National Grid that NEP would not control or direct licensed activities at Yankee Atomic. The representations by the sponsor companies and findings by the NRC are at odds with any finding of the potential for foreign control of Yankee Atomic that 5 would be exercised to subvert the security interests of the company or the United States.

For all of these reasons, Yankee Atomic disagrees with the conclusions in the NOV that it has been owned, controlled, or dominated by a foreign corporation, and contests the cited violation of 10 C.F.R. 50.38.

Steps That Have Been Taken and Results Achieved As described in correspondence to the NRC dated December 21, 2011, Yankee Atomic has been actively participating in an ongoing NRC rulemaking related to security requirements for ISFSIs located at the sites of former power reactors. In connection with this rulemaking process, Yankee Atomic and the other Yankee Companies were invited by the NRC to apply for a Facility Clearance under 10 C.F.R. Part 95, to support access by individuals with personnel clearances, on a need-to-know basis, to certain classified information related to the security rulemaking. Yankee Atomic anticipated that, in connection with Facility Clearances issued in accordance with the National Industrial Safety Program, the NRC would require certain exclusions of foreign-controlled sponsor companies, and their directors, officers, and representatives on the Yankee Atomic Board of Directors, from access to classified information and special nuclear material. As required by the regulations, these measures would be taken to avoid Foreign Ownership, Control, or Influence (FOCI) related to control of classified information and special nuclear material.

In correspondence dated September 9, 2011, Central Vermont Public Service Corporation (CVPS) notified the NRC of the pending acquisition of CVPS by Gaz Mdtro Limited Partnership (Gaz Mdtro). CVPS owns 2% of the common stock of Yankee Atomic.

CVPS concluded that this transaction will not involve a transfer of control of Yankee Atomic. Nonetheless, CVPS committed to a Negation Action Plan at the sponsor company level.

4

In order to avoid FOCI and support a Facility Clearance under 10 C.F.R. Part 95, the Board of Directors of Yankee Atomic adopted a Negation Action Plan by board resolution on December 14, 2011. Because the negation actions address any potential for FOCI, Yankee Atomic believes that they are fully effective to address any concerns the NRC may have regarding the potential for FOCD. Accordingly, the Negation Action Plan adopted on December 14, 2011, responds to the NOV and addresses any NRC concerns regarding compliance with 10 C.F.R. 50.38.

The Negation Action Plan was fully described in the correspondence to the NRC dated December 21, 2011. To summarize the most pertinent provisions related to FOCD, the plan is comprised of several elements, including:

• Access to classified and safeguards information and to special nuclear material shall be controlled by Yankee Atomic (and not any parent company) under the direction of the President and CEO of Yankee Atomic.

• Decisions related to safety and security of special nuclear material, and related to access to classified and safeguards information and to special nuclear material, are specifically delegated by the Yankee Atomic Board of Directors to the President and CEO of Yankee Atomic.

• The President and CEO shall be a U.S. citizen and shall execute a certification acknowledging his or her special duties to protect classified and safeguards information, to protect public health and safety and common defense and security relative to special nuclear material, and to report any FOCD issue to NRC.

• Directors and officers of foreign-controlled sponsor companies shall not have access to safeguards or classified information, and shall not have access to special nuclear material in the possession of Yankee Atomic.

• Directors and officers of Yankee Atomic who are appointed by foreign-controlled owners shall be excluded from access to classified information and to special nuclear material.

Directors and officers of Yankee Atomic who are appointed by foreign-controlled owners 'shall execute certifications acknowledging their exclusion from access to classified information and special nuclear material, and acknowledging their commitment to take no action to circumvent the protective measures established by Yankee Atomic to negate any foreign control or influence with respect to radiological safety and security of special nuclear material.

The Negation Action Plan was adopted by board resolution passed by vote on December 14, 2011, and formally executed on January 3, 2012. No changes to the Yankee Atomic bylaws were necessary to implement the plan. A copy of the executed resolution and 5

I co Pies of executed individual certifications in accordance with the plan are included in Enclosure 27 In addition, Yankee Atomic does not concede that 10 C.F.R. § 50.38 applies to the Yankee Atomic ISFSI, for the reasons discussed above. However, Yankee Atomic, by correspondence dated May 16, 2011, has requested an exemption from 10 C.F.R. 50.38 to the extent the regulation applies, based on the circumstances of the Yankee Atomic ISFSI and site.

Application of the regulation is not necessary to achieve the purpose of the rule. Yankee Atomic has not withdrawn the request for an exemption from 10 C.F.R. 50.38, and continues to seek NRC action on that request. A grant of an exemption would be a corrective action for any Section 50.38 non-compliance.

Steps That Will Be Taken Yankee Atomic has implemented the Negation Action Plan described in the December 21, 2011 letter. Yankee Atomic will continue to pursue a Facility Clearance based on that plan.

Yankee Atomic will also continue to pursue an exemption for 10 C.F.R. 50.38 as described above.

Date of Full Compliance For the reasons discussed above, Yankee Atomic has not been in violation of 10 C.F.R. 50.38. In any event, assuming but not conceding that a violation occurred, compliance was achieved on December 14, 2011, when the Board of Directors of Yankee Atomic adopted resolutions implementing a Negation Action Plan that prevents any potential for foreign control over safety and security matters, including access to security information and to special nuclear material. The Board of Directors resolution and related commitments were described in correspondence to the NRC dated December 21, 2011.

6 These documents have been previously provided to the NRC in connection with Yankee Atomic's application for a Facility Clearance under 10 C.F.R. Part 95.

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ENCLOSURE 2 Board of Directors Resolution Certifications DC:699649.2

RESOLUTION BY YANKEE ATOMIC ELECTRIC COMPANY:

WHEREAS,. tliecegulations- 0f the. U.S. NuclearP.artRegulatory 50 to anCommissoiio("NRC"):

enti.y tat is* subject Provide

.o. iiees, if:ay.be issed under 10 CbF.R. that to. Foreign Ownership**Control,. or D ination ("FOCD".);ý WtIEREAS', thle. NRCt hasý indicated, that- it: desire.s tlat fthe Y"ankee:Atomicz Eletrie, Co.ripally

.("Y.n~ee.Atomic!)* ad~pt aNegatoVAct:iof Pla~n With .espect to .peteifiiat FOCD. dwe tofooreig n owni~wsh p'of iet*ai*t .hcospanies who own.comm0or .hares of Yankee Atomic; WHEREAS, this action of theý Board &fDirectors of Yankee.Atomic ist aken*efor the. purpose-of' establishing a Negation Actin*n.Plan, to: eliminate.any-issue of FOCD under 10 C.F.R.. Part :50;.,

WHEREAS, Yaikee Atomi: :separately desires to obtain from the NkCa FacilityC'1earanie in aceordance' with 10 C.F.R. Part .'95- in .order to: obtain:aceess to certain dcassifled inbfortation -of the UQS. goqyernreneti on a -need'to'know basis, to: supporpar ticipation in an NR.C rulmadking WHEREAS, the NRC has indicated that- 'deiain exclu-sions:,with respect: to: access to speiial

.nile m'.iiatetial and clasgified informaitioni are. essenit0l fr a Facility Clearaiýce in order to avoid.

potentiaL 'Foreign, Ownership, Control, or* nfluence (" FOCI") witlh respect to Yankee, Atomic;

.and

'WIIEREAS,.: this action is takeni for the purpose of relieving. the foreig. c6ntrolled owners of Yanikee Atonbi'c fi'on. having to obtain a Facility Clerancy .in conformity with the Natlonka Industria~l Sectuity Proa rau It is R*ESOIVED that:

A.cAcess to classified.and safeguards informationaanrd to special ni.uclear material *:elated to the: YankeeA.Atomic facility shall be controlled .byYanke.Atomid 'under the direction. of.

the President and hi'cf Execiitive .Officer. ("CEO")' of Yankee Atolnic. Thi's offieer shall assure: that classified and safeguards .i'nfon-.iai*on d.ispecial *u*lear material in thie cus.tody o.f Yankee .Ato..ic::is only accessed:by individuals wiho.possess the appropriate.

access authorization and:need. Furthermore, Yankee Atomic 'management shall. assure

that classified information received from a federal

agency :is not: disclosed. to any other fedetil agency unless ,- .specifically autlhorized by the agency that has lassificatio6n jutaisditi.oin..

2. Decisiohs related to the safety and security of special: nucIear material, and related: to access to classified. and safeguards' informatio~nt ,and to: special, nuclear materihl;i larci the sole responsibilityy pf Yankee Atomic as an NRC .licensee. The. responsibility :for these

..... .iitTei-.i eb e!-nSi deeg-ted ybth*B6irid of-iie-t6r-to-LPrsident and CEO af Yankee Atomic. This officer .sall make. all decisions telated :to, radi-blogical safety and related. to the securitywof special! nuclear material (including, bvi.tnot limited to, d ecision a~ted to:access .to .classihfied: and. safeguards infotrmation and to0 specMia nuel ear I

Smatetidl) in accordance with. all NRC, license obligations and: consistent with thie p.iluli health and saFetyand common, delense-.and*securlty oftheTUnited States.

3,. Central Maine; Power: Company, :New England; Power C ompany and any f.ture forelgreg owned. or controalled sponsor .compianies. (die. "Fbreign Controlled Owner&ý"), and thdir directors and:offi ocers,. shall : be, prontided and shall. not have access to elassified

'infrnnatibn or sal6guads informlation: reated to Y.ale.- A"tomic.'.Cs: N cierlised Independent Spent-Fuel Storage Installation,: and shall not.be provided and shall not have access to or custody :ofspecial. nuclear .mateii-atin the.,possession of YankeeAtomic at the licens d fa61iliy.

4. 'Direetotýs and'. officers (if"Yankee Atomici who are. represen*tatives :oidtie Fboreign.

Conttolled :Owners shall not have, and' shall be :exclud d from, access to.classified

• i~n~fodnation~an.d, t..o. special nuclear tnatcrial,.

5.. A.sof the date6 of thiis ...esol.ttiio;ih*,the:e ate:e.no ditretors: ofYankee.Atoniije v¢ho. willhave access.to classified infbrmna~tion The officer of Yankee Atonib.. who will have access -to:

.classified information, upon obtaining an appropriate security clearance is: Wayne Norton.

Arty *other* individual who*willave- access to*classifled* iniformnationi sha'll be identified by Y~keue Atomic management and access sfhall. 'be subject to obtaiiihfng appropriate clear'ances..

6, The directors and officers of any Foreign Conttolled Owner, in said.capacities, shall :not be. permitted to hold positions, 'and shlA be excludedý fromIholding positions, at Yankee Atonmic that would.enable: them to :control i'he policies :and practices' of-Yankee Atomic, in its p.erformniani~ce: of.aciaeýities licensed by,the NRC under. 10 C.F.R. Part 50:.or 10. C.FR.,

Part: 9.5.

.BE IT FURITHER :R*ESOLVED:-ttat:

1. The .Board :of Directors shall take no actdon to ap.point as: Chainrman of the Board of Yankee Atomic any person who is: not* a U.S. citizen, and: Uis citizenship: shiall ben a continual requirement 0fsuch. off ce.

2. 'The Bouard- ofDirectors s.hall takl~e; no action ::to".appoint as President' anid CEO:of Yankee:

,Atomic any person . who is.not: a U.S...ctizen, and 'U.S. citizenship: 'Ihall, be:.a cOntinual "requirement of such office.

3,:. .he Board of.Dir-ectors hereby. direts tePresi'dent atid CEO of"Yankee Atomic 0t execute a -certification. acknowe dgig his orIher special duties to 'a)protet classified and. s.aeguards information; (b) pr.otget.puiblic ihealth' and safeiy and thelicomm.on. defense and securityrielative to. special. nucliear material.in the'.1possession. of Yankee Atom.{ic: and (c)":repo-..............

rt~any FO CD J/FO.C

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issue to.C..thcN b..

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............................................. ..................

4. The. Boartd: o.f Directors:.: shill. 6cuse. irdividual dlirectors and offi&*rs who: are represeniati:ves of the. Foreign C.ntrolled Owners to execut, a cerfc-ation acknowledging _their exclusion from access: to classified.infprnnatior. and.. specia* nuclear materkial, and acknowledgi'ig. their' commitmeint to take no .actionr to circumvent the 2

protective measures estabfish :.by Yankee Atommi to negate any. FOCD/FOCI issue with r4cspect t6 radi~ol~gi~dal. safety a:,.nd 'tecsurity.of speciatniclear material.

5., The Board of Direcorsl shall caIus6 echi.di.ector or. offcer .f Yarikwe Atonii: who wil hiave a*ccess. to *lassified Tfonnatfon to exoutc. a cettification ateknowiedging' his .,O: her special duties with respcct to pr.tection Of dassified information: and with respect to Tfhe.

protectivel measures established to ;negate anvy FOCD/FOCI: with* respect to Yankee

.Atomfic.

6. Yankee. Atomic fnafia-gement:.is hereby:: directed to :desi.gnatc :a Failit-y Security Oft*cer who i's a iU.S. cditizen 'and v6ho shall obtain an appropriate personal cletarance from the

'NRC for acceSS clasified mto, infonnati,.'T, Tihe 1f661r iilitY-eeuity .'shalii'be i ~~~subjc~t to thel*directiion. :ad c:ontrol of the President arid :CEO"Of Yankee Atomic.*

i  :*~~7 Though its :dul!,y' a..uthorized officers;, management, of Yankee. Atomie i*s.,.h~eeby, directed to. immediately ,notif~y.,the. NRC. of :any changes in the cevent, mad .nathure. of EOCD. that..

.wol a ffec comp..i..... with .10 C.F.R , .50.38or':o* an~y ch:tanges :in~thc :evenatand ia~ture .

,0~~~fiFOCI that :would, afflect the. inibrrnation :i~n thie.submission most recently friled, with the" NR*C by Yankqe Atomic: 'pursuant to, 10 "C.,.F2R,: .Part 95:* ::and: th~e National..Indlustrial

Se~ur*ity res 0.iil progrcam.*

o Ut. :jinlu.dilg withaout lim~itation, any ch*anges: .in the control. of: this[.

or*poration that must berceported to. other U..S ..government agencies.

~~IN WI*TNESS: WHEREOF I hiave hereut~no set my hanid :and afflx.&I the seal of' This:. e e~~ "cXaot

• DC:.6945 t 9..

Yankee Atomic Electric Company Certificationof Special Obligationsand Responsibilities I, Wayne Norton, am the President. and Chief Executive. Officer of Yankee Atomic Electric Company ("Yankee, Atomic").. By execution of this certificate I acknowledge the protective measures that: have been taken. by Yankee Atomic in order to. (1),protect against and negate the potential for any Foreign Ownership, Control or Domination of Yankee. Atomic within the meaning of the Atomic Energy Act and the regulations of the Urnited States Nutclear Regulatory Commission ("NRC"); and (2) to exclude the directorsi*officers, and representatives of foreign controlled sponsor companies from access: to classified information and special nuclear material related: to Yankee Atomic's NRC-licensed spent .fuel storage facility, in order to. exclude the foreign controlled sponsors from the necessity of obtaining a Facility Clearance in conformity with the National Industrial Security Program.

.1 further acknowledge that I have been. delegated specific responsibilities by the Board of Directors of Yankee Atomic with respect to :(1) control over access to classified information, safeguards information,. and: special nuclear material; and (2) decisions related to the protection of public health and safety and .security related to special nuclear material at Yankee Atomic's NRC-licensed facility. I further acknowledge my special obligation to the Board of Directors and to the government of the United.-States to exercise my best efforts, as a citizen of theUnited States, to fulfill these responsibilities, consistent with protection of radiological %safetyand the security of special nuclear: material, and with the NRC licenses for the facilities and, applicable federal regulations. I futrther acknowledge my obligation to report any issue. known to me .in.the nature of foreign ownership, control, domination, or influence to the NRC.

Dated: December -1 201.1 Signatur.

Vn oro DC:6937161

Yankee Atomic Electric Company Certificationof ForeignSponsor Representative*

I, Gerald C. Poulin, am a director of the Yankee Atomic Electric Company ("Yankee Atomic"),

and have been appointed to that position. as a representative of Central Maine Power Company. I

• understand that Central Maine Power Company is an indirect subsidiary of a foreign corporation.

I am aware of the obligations of Yankee Atomic with respect to Foreign Ownership,. Control, or Domination ("FOCD") under 10 C.F.R. 50.38: and Foreign Ownership, Control, or Influence

("FOCI") under 10C.F.R. Part 95'. I am also aware of the. protectiVe. measures implemented by Yankee Atomic with respect to FOCD and FOCI requirements. I certify my understanding of the

.protective measures implemented by Yankee Atomic with respect to exclusion of foreign-and special.

controlled sponsors and their representatives from access to classified information.

nuclear material. I further certify my understanding of the Yankee Atomic's obligations with.

respect to FOCD/FOCI, and more generally with respect to compliance with. the Nuclear Regulatory Commission ('NRC") license and NRC regulations. .1 will not seek and will not obtain access to classified information or to special nuclear material, nor will .1take any action to circumvent the protective measures with respect to FOCD and FOCI implemented by Yankee Atomic.

Dated: December U 2011 Signatur G '-

DC:695473.1 1

Y*ankee Atomic ElectriecC nmpvny Certficat'on of Foreign.Sponso&R preSnnutaive I,.John V.. Vaughn,, m. a .irc*tor of the Yankee Atomic Etetric Company ("Yankee.Atomi,'),

,andhaveebten appointed to that.position:as a reprqsentative of New.EngdandPower&Company. 'I understanid that New England PoAer Company. is-an indirect subsidiary:of a:foreign cotporation.

am. aware of the obligations of Yankee.Atonic with resp.&qto :Foreign Ownership,: Control, or.

otDindid*' CTFOCD) under W0 C.F.R. 50.38 and'Foreign Ownership, Conrrol, or Influence (C'OCir) under 1.0CTFR. Part 95. 1 am. aho .ware of the protective measure implemented by Yaakee Atomic: with respect t p.OCb. a.nd FOCi* mquheiments. c.ýertify ty .und~rtandingotfthe protective measures bnplemented by Yankee Atomien with reýpect to exclusion of .freign-controlled sponsors and'their: repres6mratives from access. ic classified...fonrmation and.special nuclear .. aterijl. I further certify my. understanding of the Yankee Atomic's obligati"ns with respect to FoCD!POM l, and. mf'ore .geheraiy wth r-spect to conmpliance. with the Nuciear Reoatory Cominission ('.NRC;') license. afid NRC regulations. I wil*.not seek and ýil -riot obiain access to classifted information.6r t.special: nuclear matefial, noiwill I icke,4.ny.actionto cir.uwvent-the proiective. measures with resp.etto .FOCD and FOCI implemetited by. Yantkee A.tomlic.

Dated: December IL , .20tl .

.X6.95M0O.I I. .!

Yankee Atomic Electric Company Certificationof ForeignSponsorRepresentative:

I, Frederic E. Greenman, am a director of the Yankee Atomic Electric Company ("Yankee:

Atomic"), and have been appointed to that position, as a representative of New England Power Company. I understand:that:New England Power Company is .art indirect subsidiary of a foreign corporation.

I am aware of the obligations of Yankee Atomic with respect to Foreign Ownership, Control, or Domination: ("FOCD") under 1.0 C.F.R. 50.38 and Foreign Ownership, Control, :or Influence

("FOCI') under 10 CFR. Part 95. I am also aware of the protective measures implemented by Yankee Atomic with respect to FOCD and FOCI requirements... I certify my understanding of the protective measures implemented by Yankee Atomic with respect to exclusion of foreign-controlled sponsors and their representatives from access to classified information and special nuclear material. I further certify my understanding of the Yankee Atomic'.s obligations with respect to FOCD/FOCI, and more generally with respect to compliance :with the Nuclear Regulatory Commission ("NRC") license and NRC regulations. I will not seek and will not obtain access to classified information or to special nuclear material, nor will I take any action to circumvent the protective measures with respect to FOCD and FOCI implemented: by Yankee Atomic.

Dated: December 4E 2011 Signature: * " i4A/A A( . .f... ' d, DC:695470..1

Yankee Atomic Electric Company Certificationof ForeignSponsor Representative I, Terrence P. Kain, amn a-director of the Yankee Atomic ElectriQ Company ("'Yankee Atomic"),

and have been appointed to that position as. a representative of New England Power Company. I understand that New England Power Company is ::an indirect subsidiary of a foreign corporation.

I.am aware of the obligations of Yankee Atomic with respect to Foreign Ownership, Control, or Domination ("FOCD") under 10 CF.R. 50.38 and Foreign Ownership, Control, or .Influence

("FOCI") under 10 C.F.R..Part 95. I am also aware of the protective measures implemented by Yankee Atomic with respect to FOCD and FOCI.requirements. I certify myunderstanding of the.

protective measures implemented by Yankee Atomic with respect to exclusion of foreign-controlled sponsors and their representatives from access to classified information. and special nuclear material .I further certify my understanding of the Yankee Atomic's obligations with respect to FOCD/FOCi, and more generally with respect to compliance with. the Nuclear Regulatory Commission ("NRC") license and NRC regulations. I will not seek and will not obtain access to classified information- or to special nuclear material, nor will I take any action to circumvent the protective measures with respect to FOCD and FOCI implemented by Yankee Atomic.

Dated: December J.. 2011.

Signature:. / K-DC,695475.1