In the Matter of Indiana Michigan Power Company, (Donald C. Cook Nuclear Plant, Units 1 and 2); Order Approving Application Regarding Proposed Corporate Restructuring

I

Indiana Michigan Power Company (I&M or the licensee) owns 100 percent of the Donald C. Cook Nuclear Plant (D.C. Cook), Units 1 and 2, located in Berrien County, Michigan. I&M exclusively operates the facility.

I&M is a wholly owned, direct subsidiary of American Electric Power Corporation (AEP). I&M is the sole holder of Facility Operating Licenses Nos. DPR-58 for D.C. Cook Unit 1, and DPR-71 for D.C. Cook Unit 2, issued by the U.S. Nuclear Regulatory Commission (NRC or the Commission) pursuant to Part 50 of Title 10 of the Code of Federal Regulations (10 CFR Part 50) on October 25, 1974, and December 23, 1977, respectively.

II

Pursuant to section 184 of the Atomic Energy Act of 1954, as amended, and 10 CFR 50.80, I&M filed an application dated March 28, 2002, requesting the Commission's consent to the indirect transfer of the D.C. Cook Units 1 and 2 licenses. The indirect transfer would occur as a result of a proposed corporate restructuring, under which an affiliate company, Central and South West Corporation (CSW), would become the direct parent company of I&M. I&M and CSW are currently wholly owned, direct subsidiaries of AEP. AEP is a registered holding company under the Public Utility Holding Company Act of 1935, as amended. Upon the completion of the restructuring, CSW will remain a wholly owned, direct subsidiary of AEP, while I&M will be a wholly owned, direct subsidiary of CSW. Thus, I&M will become an indirect subsidiary of AEP.

No physical changes to the D.C. Cook facility or operational changes are proposed in the application. I&M, which is authorized under the licenses to operate and maintain the facility, will continue to do so following the restructuring. No direct transfer of the licenses will result from the planned restructuring. Notice of this request for approval was published in the Federal Register on May 8, 2002 (67 FR 30980). No hearing requests or written comments were received.

Under 10 CFR 50.80, no license shall be transferred, directly or indirectly, through transfer of control of the license, unless the Commission gives its consent in writing. Upon review of the information submitted in the application and other information before the Commission, the NRC staff has determined that the proposed restructuring of I&M's parent organization described above will not affect the qualifications of I&M as the holder of the D.C. Cook Units 1 and 2 licenses, and that the indirect transfer of the licenses, to the extent effected by the restructuring, is otherwise consistent with applicable provisions of laws, regulations, and orders issued by the Commission, subject to the conditions set forth herein. These findings are supported by a safety evaluation dated August 2, 2002.

III

Accordingly, pursuant to sections 161b, 161i, 161o, and 184 of the Atomic Energy Act of 1954, as amended, 42 U.S.C. 2201(b), 2201(i), 2201(o), and 2234; and 10 CFR 50.80, it is hereby ordered that the application regarding the indirect license transfers referenced above is approved, subject to the following conditions:

(1) Following the completion of the subject indirect license transfers, I&M shall provide the Director of the Office of Nuclear Reactor Regulation a copy of any application, at the time it is filed, to transfer (excluding grants of security interests or liens) from I&M to its parent, or to any other affiliated company, facilities for the production, transmission, or distribution of electric energy having a depreciated book value exceeding ten percent (10%) of I&M's consolidated net utility plant, as recorded on its book of account.

(2) Should the corporate restructuring described above not be completed by July 31, 2003, this Order shall become null and void, provided, however, upon application and for good cause shown, such date may be extended.

This Order is effective upon issuance.

IV

For further details with respect to this Order, see the application dated March 28, 2002, and the safety evaluation dated August 2, 2002, which are available for inspection at the Commission's Public Document Room, U.S. Nuclear Regulatory Commission, One White Flint North, Room O-1 F21, 11555 Rockville Pike, Rockville, MD 20852-2738, and accessible electronically through the ADAMS Public Electronic Reading Room link at the NRC Web site ( http://www.NRC.gov ).