ex10_1.htm


    
      

      

    

     

    THIS
      EXHIBIT
      IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. THE CONFIDENTIAL INFORMATION
      HAS BEEN SO OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
      COMMISSION. IN PLACE OF SUCH OMITTED CONFIDENTIAL INFORMATION, "******" HAS
      BEEN
      INSERTED.

     

     

    AMENDMENT
      TO EPC
      AGREEMENT

    (W.
      H. Sammis Plant
      AQC Systems)

     

    THIS
      AMENDMENT
      (“Amendment”) is entered into as of September __, 2007, by and
      between FirstEnergy Generation Corp. (“FirstEnergy”), and
      Bechtel Power Corporation
      (“Contractor”).  FirstEnergy and Contractor are
      sometimes referred to herein individually as a “Party” or
      collectively as the “Parties.”

     

    R
      E C I T A L S:

     

    A.      
      FirstEnergy and Contractor entered into General Terms and Conditions for
      Engineering, Procurement, and Construction of Air Quality Control (AQC) Systems,
      dated August 26, 2005 (the “EPC Agreement”), by which
      FirstEnergy has retained Contractor to engineer, procure, and construct air
      quality control systems for the reduction of sulfur dioxide emissions at
      FirstEnergy’s W. H. Sammis Plant.

     

    B.      During
      the Development Phase of each Subproject, the Parties have mutually determined
      the Target Construction Cost, Work Scope, Guaranteed Final Completion Date,
      Project Schedule, and certain other issues with respect to such
      Subproject.  FirstEnergy has issued to Contractor a Notice to Proceed
      with full construction of the Subprojects, effective on the same date as this
      Amendment.

     

    C.      In
      connection with the determinations made during the Development Phase and
      issuance of the Notice to Proceed, the Parties desire to amend the terms of
      the
      EPC Agreement as described below.  The EPC Agreement, as amended
      hereby, is referred to herein as the “Agreement.”

     

    FOR
      GOOD AND
      VALUABLE CONSIDERATION, and intending to be legally bound, the Parties agree
      to
      amend the EPC Agreement as follows:

     

    1.    
       Priority
      of
      Interpretation.  Section 1.3 of the EPC Agreement shall be deleted
      in its entirety, and the following inserted in its place:

     

     1.3           Priority.  The
      documents making up this Agreement are intended to be complementary and mutually
      explanatory of one another.  For the purposes of interpretation, the
      priority of the documents shall be in accordance with the following
      sequence:

     

      (A)           Purchase
      Order #45161617;

     

     
      (B)           these
      General Terms and Conditions;

     

     
      (C)           the Scope
      Book

     

     
      (D)           FirstEnergy’s
      Requirements;

     

     
      (E)           the
      Drawings and Specifications;

     

     
      (F)           any other
      documents forming a part of this Agreement.

     

    As
      to any
      FirstEnergy’s Requirements issued after the date of this Amendment, the Parties
      acknowledge and agree (i) any such items shall only be issued by the individuals
      identified in the Parties’ Notice of Direction on Designated Representatives and
      Official Communications (TCM-GAM-00240, or any future amendment thereof) and
      further (ii) such items may qualify as an Owner-directed Change, to be evaluated
      for a Change Order in accordance with Section 8.1.

     

    The
      latest dated
      amendment or Change Order shall take precedence over that part of the foregoing
      documents that it supersedes.  Either Party, upon becoming aware of
      any such conflict or variance, shall promptly notify the other Party in
      writing.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


     

    


    2.  Subsurface
      Conditions.  The following shall be added as a new Section
      8.2(A)(7) of the EPC Agreement:

     

     
      (7)           discovery
      at the Site of unknown: (A) subsurface natural conditions of an unusual nature,
      differing materially from those ordinarily encountered or generally recognized
      as inherent in work similar to the Project and from those subsurface natural
      conditions established by First Energy Reliable Information or the geotechnical
      survey reports included or referenced in the Scope Book; or (B) subsurface
      man-made conditions differing from those man-made conditions established by
      First Energy Information or the subsurface man-made conditions reports included
      or referenced in the Scope Book, provided Contractor has used Good Practices
      in
      investigating the Site; which materially affects Contractor’s direct cost to
      perform the Work under this Agreement or delays the time of performance of
      such
      Work.

     

    3.  Force
      Majeure.  The following shall be added as a new Section 9.1(C) of
      the EPC Agreement:

     

     
      9.1(C)     Force Majeure Granted under NSR Consent
      Decree for Labor Unavailability.  Notwithstanding the foregoing,
      if FirstEnergy is granted, by stipulation of the parties to the NSR Consent
      Decree or by final unappealable judgment of a court pursuant to the dispute
      resolution procedures of the NSR Consent Decree, an extension of deadlines
      for
      performance of FirstEnergy’s compliance requirements under the NSR Consent
      Decree, as a result of a force majeure event arising out of unavailability
      of
      labor, then Contractor shall be entitled to seek a similar extension of the
      Project Schedule (including the Guaranteed Final Completion Date) as a result
      of
      such labor unavailability circumstances as a Force Majeure Event under this
      Agreement.

     

                      If
      FirstEnergy elects to seek a claim for force majeure relief under the NSR
      Consent Decree, then Contractor agrees to provide reasonable assistance in
      presenting such claim.  FirstEnergy retains sole discretion over
      whether and how to seek force majeure relief under the NSR Consent
      Decree.

     

    4.  FE
      Vendors/Subcontractors.  The supply contracts described on
Appendix A hereto  (entitled “FE Vendors”) will be contracted
      directly by FirstEnergy as FE Vendors.    If additional
      required supply scope is identified after the date hereof, FirstEnergy and
      Contractor will determine whether such suppliers will be FE Vendors or
      Subcontractors on a case-by-case basis in a manner consistent with the EPC
      Agreement and shall update Appendix A.

     

    5.  Automatic
      Assignment of Certain Subcontracts; Chimney Subcontract
      Default.

     

                              (A)          
      In
      addition to FirstEnergy’s right to request assignment of any Subcontract under
      Section 2.3(C) of the EPC Agreement, FirstEnergy hereby grants to Contractor
      the
      right to request assignment to FirstEnergy or its designee of the Subcontracts
      listed below (including all payment obligations) in the event of any termination
      or cancellation of the EPC Agreement.  FirstEnergy hereby
      prospectively accepts, and shall cause its designee(s) to accept, all such
      assignments.

     

    25186-000-HC1-CP00-00001   (Piling)

     

    25186-000-HC1-DB51-00001  (Chimney)

     

    25186-000-POA-SS01-00001   (Structural
      Steel)

     

    25186-000-POA-MD00-00001
      (Duct - Dynasteel)

     

    25186-000-POB-MD00-00001
      (Duct - PSP)

    


    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

    


                           
      

                            
      (B)          To
      the extent that
      the Subcontractor defaults under Subcontract 25186-000-HC1-DB51-00001 (Chimney)
      (the “Chimney Subcontract”), FirstEnergy agrees that all amounts expended or
      incurred by Contractor (including any un-recovered backcharges or other
      un-recovered costs) in excess of the amount allocated to the Chimney Subcontract
      in the TCC , to address such Subcontractor default that would have been
      recoverable by Contractor under or pursuant to a payment and performance bond
      had such a bond been secured for the Chimney Subcontract, shall be the subject
      of a Change Order between the Parties that will increase the Target Construction
      Cost by the amounts so expended; provided Contractor shall pursue recovery
      of
      such amounts as may be recoverable from the associated Subcontractor; and
      further provided, the Change Order described above shall be only in the amount
      that is not recoverable from the Subcontractor or amounts recovered by First
      Energy that are not applied to reduce the Final Construction
      Cost.  FirstEnergy shall be subrogated to the rights of Contractor
      under the Chimney Subcontract to recover from the Subcontractor the amount
      of
      such excess cost.

     

    6.  Delineation
      of
      Subprojects.  The Project will be made up of three
      Subprojects:

     

                              (A)          
      Subproject
      #1 is
      comprised of Scrubber C (which serves the gas flow from Generating Units 1-4),
      including the ID booster fans serving Scrubber C.

     

                            
      (B)           Subproject
      #2 is
      comprised of either Scrubber A or Scrubber B, whichever is the first to achieve
      Final Completion (which serves an amount of gas flow equivalent to 1⁄2 of the gas
      flow from Generating Units 5, 6, and 7), excluding the ID booster fans serving
      Scrubber A and Scrubber B (provided however, notwithstanding the foregoing
      definition, sufficient ID fan capacity must be available to support Performance
      Testing of Subproject #2).

     

                            
      (C)          Subproject
      #3 is
      comprised of either Scrubber A or Scrubber B, whichever is the last to achieve
      Final Completion (which serves an amount of gas flow equivalent to 1⁄2 of the gas
      flow from Generating Units 5, 6, and 7), including the ID booster fans serving
      Scrubbers A and B, and all common facilities and equipment not included within
      Scrubbers A, B, and C.

     

    For
      purposes of this
      Section, a “Scrubber” shall include the WFGD absorber tower, ID
      booster fans (except as noted above in the case of Subproject #2), ductwork,
      and
      other equipment and systems dedicated to that absorber tower.  A
      schematic of each Subproject is attached hereto as Appendix
      B.

     

    7.  Guaranteed
      Final
      Completion Date.  The Guaranteed Final Completion Date for
      Subproject #1 shall be September 1, 2010.  The Guaranteed Final
      Completion Date for Subproject #2 shall be October 31, 2010.  The
      Guaranteed Final Completion Date for Subproject #3 shall be November 15,
      2010.

     

    8.  Target
      Construction Cost; Final Construction Cost; Fee.

     

                              
      (A)         The
      sixth paragraph
      of Exhibit 5.1 of the EPC Agreement shall be deleted in its entirety, and the
      following inserted in its place:

     

    The
"Target
      Construction Cost" of the Subprojects will include the Professional
      Construction Labor (and associated G&A and Engineering Technology Charge),
      Purchased Equipment and Materials, Fabricated Items, Freight, Craft Labor,
      Consumables, Major Equipment & Tool Rental, Temporary Facilities,
      Subcontractors, premiums for bonds and insurances as provided in the EPC
      Agreement, and taxes on Contractor’s construction equipment and
      Consumables.  The “Target Construction Cost” excludes Professional
      Engineering and Graphics labor and Other Professional labor (with the associated
      Engineering Technology Charge and G&A), travel and living expenses,
      Engineering Subcontracts, additional insurances or bonds other than those
      provided in the EPC Agreement, all FE Vendor costs (other than B&W costs)
      and all other taxes.  The Target Construction Cost shall be exclusive
      of any Fee.  The “Final Construction Cost” of the
      Subprojects shall be the aggregate amount of costs associated with the Target
      Construction Cost that, with respect to each Subproject, is actually incurred
      prior to Final Completion of that Subproject.

    
 

    
      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

     

    CONFIDENTIAL
      TREATMENT REQUESTED

     

     

                            
       (B)          The
      aggregate Target
      Construction Cost for Subprojects #1, #2, and #3 is provided in Appendix
      C-1.

     

                             
      (C)          The
      Target
      Construction Cost, the Final Construction Cost and the ultimate value of the
      earned Target Construction Cost Fee shall be administered and determined on
      an
      aggregate basis among all three Subprojects.  Therefore, any
      adjustments of the Target Construction Cost Fee as described in Exhibits 5.1
      through 5.1-3 to the EPC Agreement shall be determined and made on an aggregate
      basis for Subprojects #1, #2, and #3, by comparing the aggregate Final
      Construction Cost for all three Subprojects to the aggregate Target Construction
      Cost for all three Subprojects.  All other Fees (the
      Engineering/Graphics & Other Professional & Specialists Labor Cost Fee
      and the Professional Construction (Field Non Manual Labor Fee)) shall also
      be
      administered and determined on an aggregate basis among all three Subprojects
      as
      described above.

     

                             
      (D)        For
      purposes of the
      liability cap described in Section 18.4 of the EPC Agreement, (i) the
      earned Fee associated with Subproject #1 shall be equal to [******%] of
      the  actual final value of the total earned Fees on the
      Project;  (ii) the earned Fee associated Subproject #2 shall be
      equal to [******%] of the actual final value of the total earned Fees on the
      Project; and (iii) the earned Fee associated with Subproject #3 shall be
      equal to [******%] of the actual final value of the total earned Fees on the
      Project.  The parties acknowledge and agree that the actual final
      value of the earned Fees associated with  the Project will be
      determined through a jointly conducted reconciliation of all applicable
      adjustments to the aggregate Fees that will be completed as promptly as
      practicable, and in no case later than ninety (90) Days, after all Subprojects
      have achieved Final Completion.  Upon completion of the foregoing
      reconciliation, the actual final value of the total earned Fees shall be
      allocated among Subprojects #1, #2, and #3 in accordance with the percentages
      provided in the first sentence hereof.  To the extent that the
      foregoing reconciliation results in any amount previously paid by Contractor
      on
      any Subproject being an overpayment in light of the value of the total earned
      Fee applicable to such Subproject, FirstEnergy shall reimburse to Contractor
      any
      such overpaid amounts as part of the next billing cycle.  Similarly,
      to the extent that the foregoing reconciliation results in any amount previously
      paid by Contractor on any Subproject being an underpayment in light of the
      value
      of the total earned Fee applicable to such Subproject, Contractor shall pay
      to
      FirstEnergy any such underpaid amounts as part of the next billing
      cycle.  A work sheet attached hereto as Appendix C-2 provides
      illustrative examples of how the earned Fee will be determined and apportioned
      in accordance with the process described above.

     

     
      9.  Performance
      Tests.  Testing for Performance Guarantees shall be performed
      independently for Subprojects #1, #2, and #3.  Testing for the
      Reliability Standard shall be performed independently for Subprojects #1 and
      #3
      and there shall be no Reliability Standard required to be tested or demonstrated
      with respect to Subproject #2.  The common systems will be tested in
      conjunction with the Reliability Test performed on Subproject #3, and must
      not
      cause the output of any Sammis Generating Unit to be restricted during the
      duration of the test.

     

             
           10.  Schedule
      Liquidated Damages;  Final Document Delivery.  Exhibit
      6.5 of the EPC Agreement shall be deleted in its entirety and replaced with
      the
      new form of Exhibit 6.5 attached hereto as Appendix D.

     

    11.  TCC
      Deadband.  Exhibit 5.1-3 of the EPC Agreement shall be deleted in
      its entirety and replaced with the new form of Exhibit 5.1-3 attached hereto
      as
Appendix E.  The [******%] deadband below the Target
      Construction Cost shall be eliminated.

     

    12.  Additional
      Incentive.  FirstEnergy will pay to Contractor an
“Additional Incentive Fee” in the amount of [$******] for each
      [$******] by which the final Overall Project Cost is below a fixed target amount
      of [$******] (the “Additional Incentive
      Target”).  The Additional Incentive Target is not subject to
      adjustment up or down for any reason whatsoever.  The “Overall
      Project Cost” is intended to be the total of all costs actually
      incurred by FirstEnergy in connection with the Project, and shall be equal
      to
      the total aggregate amount of the Final Construction Cost, plus the amount
      payable to Contractor for Engineering & Graphics Labor, Other Professional
      Labor, the Engineering Technology Charge associated with Engineering &
Graphics Labor and Other Professional Labor, Engineering Subcontracts, Travel
      & Living Expenses, and G&A (each of the foregoing as described in
      Exhibit 5.1 of the EPC Agreement), plus all amounts payable to FE Vendors
      identified in Appendix A.

     

    In
      addition, if
      Contractor loses its entitlement to earn any portion of the Target Construction
      Cost Fee due to an overrun of the Target Construction Cost, then the amount
      of
      the Additional Deadband Adjustment will be subtracted from the Final
      Construction Cost for purposes of determining adjustment of the Target
      Construction Cost Fee, as described in Exhibit 5.1-3.  The
“Additional Deadband Adjustment” shall be the amount equal to
      the difference of: (a) [$******] minus (b) the Overall Project Cost less the
      Final Construction Cost.

    


    
      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

     

    CONFIDENTIAL
      TREATMENT REQUESTED

     

     

    The
      actual final
      total value of the Overall Project Cost, the Additional Incentive Fee, and
      the
      Additional Deadband Adjustment shall be calculated as part of the reconciliation
      provided in Section 8(D) of this Amendment.  The Additional Incentive
      Fee shall be payable with the immediately following billing cycle.

     

    13.         
      Schedules.  The
      Project Schedule and Critical Path Schedule referenced in Section 6.4 of the
      EPC
      Agreement, as recognized by the Parties as of the date of this
      Amendment,  is attached hereto as Appendix F.

     

    14.        
       Additional
      Contract Clarifications.  For the avoidance of doubt, the Parties
      acknowledge that:

     

    (A)  Contractor
      is not
      liable for Performance Liquidated Damages or Schedule Liquidated Damages
      attributable to performance deficiencies or delays to the extent caused by
      a
      Subcontractor   (but is liable for Liquidated Damages to the
      extent such are assessable due to any Professional Services, and construction
      labor services provided as part of the Work except where such is provided by
      a
      Subcontractor supplying Materials or equipment).

     

    (B)  The
      cost of products
      and services supplied by Subcontractors are included in the Target Construction
      Cost, and the [******]% Target Construction Cost Fee applies to these
      items.  The cost of products and services supplied by Babcock &
Wilcox as OEM under the Agreement for Flue Gas Desulfurization Systems dated
      August 25, 2006 (the “FGD Agreement”), are included in the Target Construction
      Cost (provided, if any change orders  to the FGD Agreement adjust the
      costs thereunder, such price adjustments shall be made (up or down) to the
      Target Construction Cost and the Parties shall memorialize a revision to the
      Target Construction Cost and the related [******%] Target Construction Cost
      Fee,
      which applies to this item).  The cost of products and services
      supplied by FE Vendors (other than costs paid to Babcock & Wilcox under the
      FGD Agreement) are not included in the Target Construction Cost, and the
      [******%] Target Construction Cost Fee does not apply to these
      items.  Notwithstanding the foregoing, costs paid to Babcock &
Wilcox for the SO3 control
      system are
      not included in the Target Construction Cost, and the [******%] Target
      Construction Cost Fee does not apply to this item.

     

    (C)     
      FirstEnergy,
      Contractor, the FE Vendors, and the Subcontractors shall each have separate
      and
      independent obligations to achieve the key milestones assigned to any such
      Persons in accordance with the schedule and by the dates provided in the Project
      Schedule and the Critical Path Schedule for achievement thereof.  In
      addition, the Parties acknowledge and agree that the failure of B&W to
      achieve the milestones assigned to B&W described in Appendix G by the
      date set forth therein shall be considered a delay within the meaning of Section
      9.2 of the EPC Agreement.

     

    (D)  For
      purposes of
      clarity, the Parties confirm that, as provided in Exhibit 5.1-3 and
      notwithstanding the description of the Professional Cost Fee on page 7 of
      Exhibit 5.1 of the EPC Agreement, Contractor’s [******%] Target Construction
      Cost Fee shall be the sole component of Contractor’s Fee that will be adjusted
      for variance from the Target Construction Cost.

     

    (E)  In
      allocating float
      as described in Section 6.4(A)(3) of the EPC Agreement, in the event that float
      associated with an activity is used and such usage delays the critical path
      of
      the Critical Path Schedule and materially affects Contractor’s ability to meet
      the Critical Path Schedule, the Parties will review in good faith the impacts
      resulting from such usage of float to ensure that each Party is treated fairly
      in consideration of the issue(s) that caused float to be used and in
      consideration of any efforts taken to mitigate the impacts.

     

    15.       
       Work
      Scope; Scope
      Book.  Attachment A of the EPC Agreement shall be deleted in its
      entirety and replaced with the new form of Attachment A attached hereto as
      Appendix H.  The Scope Book referenced in Section 1 hereof is
      Document Number 25186-000-G80-GGG-00001-002, which document shall be updated
      as
      provided in Appendix I hereto.

     

    16.        
      Design
      Coal.  Exhibit 7.2-1 of the EPC Agreement shall be deleted in its
      entirety; and the Parties agree that the Design Fuel range for purposes of
      the
      Performance Guarantees shall be as provided in the Design Fuel Specifications
      set forth in the Scope Book.

    


    
      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

     

    17.          
      Miscellaneous.

     

    (A)  Definitions;  Agreement
      in Full Force and Effect.  Capitalized terms used but not
      otherwise defined in this Amendment shall have the meanings given to such terms
      in the EPC Agreement.  Except as otherwise expressly modified hereby,
      the EPC Agreement remains in full force and effect, and the Parties hereby
      restate each and every term, condition, and agreement of the Parties as
      contained in the EPC Agreement as if fully written out herein.  The
      execution, delivery and effectiveness of this Amendment shall not operate as
      a
      waiver of any right, power or remedy of any party under the EPC Agreement,
      except as specifically set forth herein.

     

    (B)  Governing
      Law.  This Amendment shall be governed by and construed in
      accordance with the laws of the State of Ohio.

     

    (C)  Interpretation.
      The section and other headings in this Amendment are inserted solely as a matter
      of convenience and for reference, and shall be given no effect in the
      construction or interpretation of this Amendment.  Upon the
      effectiveness of this Amendment, each reference in the Agreement to “this
      Agreement,” “hereunder,” “hereof,” “herein,” “hereby” or words of like import
      shall mean and be a reference to the Agreement as amended hereby, and each
      reference to the Agreement in any other document, instrument or agreement
      executed and/or delivered in connection with the Agreement shall mean and be
      a
      reference to the Agreement as amended hereby.  When used herein, the
      words “include” and “including” shall be construed as “include, without
      limitation” and “including, without limitation.”  This Amendment has
      been freely negotiated by all Parties and in the event there is any controversy,
      dispute, or claim involving the meaning, interpretation, validity, or
      enforceability of this Amendment or any of its terms or conditions, there shall
      be no inference, presumption, or conclusion drawn against a Party by virtue
      of
      such Party having drafted this Amendment or any portion hereof.

     

    (D)  Execution
      and
      Counterparts.  This Amendment may be executed in multiple
      counterparts, which taken together shall constitute an original without the
      necessity of all parties signing the same page or the same documents, and may
      be
      executed by signatures to electronically or telephonically transmitted
      counterparts in lieu of original printed or photocopied
      documents.  Signatures transmitted by facsimile shall be considered
      original signatures.

     

    IN
      WITNESS WHEREOF,
      the undersigned have caused this Amendment to be duly executed as of the date
      first written above.

     

    


    
      	
              FirstEnergy
                Generation Corp.

               

               

            
	
              By:

            	 
	 	
              Richard
                R.
                Grigg, Executive Vice

            
	 	
              President
                and
                Chief Operating Officer

               

               

            
	
              Bechtel
                Power
                Corporation

               

               

            
	
              By:

            	 
	 	
              Robert
                L.
                Kasper, Jr.

            
	 	
              Principal
                Vice
                President

            


    

     

    


    


    
      
        
          
          

        

        
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                    Amendment
              to EPC
              Agreement       

                    Appendix
              A      

             
    

        

      

    

    


    


     

    Appendix
      A

     

    EQUIPMENT
      AND MATERIALS PROVIDED BY FE VENDORS

     

    
      	
               

              Description

               

            
	
               

              CIVIL
                / STRUCTURAL / ARCHITECTURAL

            
	
               

              CIVIL
                / STRUCTURAL

            
	
               

              Inspection
                of
                Deck over Route 7

            
	
               

            
	
               

              MACHINERY

            
	
               

              ROTATING
                EQUIPMENT

            
	
               

              Booster
                Fans /
                ID Fans

            
	
               

              ID
                Fan
                Centrifugal - Mods to Existing Fans (Rotor Replacement)

            
	
               

              General
                Purpose Pumps (Water)

            
	
               

              Fire
                Pumps /
                Jockey Pumps/ Water Pumps

            
	
               

              Sump
                Pumps

            
	
               

            
	
               

              WATER
                TREATMENT/PACKAGED SYSTEMS

            
	
               

              Raw/Service
                Water Filtration System

            
	
               

              Wastewater
                Treatment

            
	
               

            
	
               

              MATERIAL
                HANDLING

            
	
               

              Limestone
                and
                Gypsum Handling System

            
	
               

            
	
               

              POWER
                GENERATION

            
	
               

              SO3
                Control
                System

            
	
               

              Wet
                Scrubber
                FGD System

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

                

                    Amendment
              to EPC
              Agreement       

                    Appendix
              A      

             
    

        

      

    

    


     

    


    
      	
               

              ELECTRICAL

            
	
               

              ELECTRICAL
                EQUIPMENT

            
	
               

              Motor
                Control
                Centers < 1 kV  ANSI  and AC Distribution
                Panel

            
	
               

              Elect  Equip  Module
                / Powerhouse - Building Only

            
	
               

              Unit
                Substation < 1 kV - ANSI / Loadcenter 480 kV (Incl
                Trans.)

            
	
               

              13.8
                kV
                Switchgear - ANSI (Includes MCCs> 1 kV)

            
	
               

              4160
                V
                Switchgear - ANSI (Includes MCCs> 1 kV)

            
	
               

              Cranking
                Transformer

            
	
               

              Transformers,
                Power (Oil Filled, MV/MV)

            
	
               

              Dry
                Type
                Transformer for double ended MCCs (DEMCCs)

            
	
               

              Inverter,
                UPS
                Panel & Regulating Transformer, Batteries & Battery
                Chargers

            
	
               

              and
                DC
                Switchboard

            
	
               

            
	
               

              ELECTRICAL
                SWITCHYARD

            
	
               

              High
                Voltage  Breakers  (Swyd - AIS)

            
	
               

              HV
                Swyd
                Disconnect Switches (AIS)

            
	
               

              HV
                Surge
                Arrestors

            
	
               

            
	
               

              CONTROL
                SYSTEMS

            
	
               

              CEMS

            
	
               

              DCS

            
	
               

            
	
               

              SPECIALTY
                CONTRACTS

            
	
               

              Scaffold,
                Furnish & Install / Furnish
                Only

            


    

     

     

     

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

                

                    Amendment
              to EPC
              Agreement       

                    Appendix
              B      

             
    

        

      

    

    


    


     

    Appendix
      B

     

    [See
      Attached
      Appendix B]

     

    


     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

     

     

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    

     

     

    
      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

                  

                      Amendment
                to EPC
                Agreement       

                      Appendix
                C      

               
    

          

        

      

    

     

    
      Appendix
        C-1

       

      [See
        Attached
        Appendix C-1]

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
         

        CONFIDENTIAL
          TREATMENT REQUESTED


        


        
          	
                                                            Sammis
                    Project, Job No. 25186-810, Rev. 7

                
	
                  Wet
                    FGD Units 1-7

                
	
                  APPENDIX
                    C - 1 (pg. 1)

                
	 	 	 	 	 	 	 
	
                  Description

                	
                  Material
                    Cost

                	
                  Labor
                    Cost

                	
                  S/C
                    Cost

                	
                  Total
                    Cost

                	 	
                  Total
                    Hours

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

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

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

                  

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

                  

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

                  

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

                  

                
	
                  FGD
                    System

                	
                  [$******]

                	
                  [$******]

                	
                  [$******]

                	
                  
                    [$******]

                  

                	 	
                                     [******]

                
	
                  FGD
                    Ductwork

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	 	
                                [******]

                
	
                  Material
                    Handling

                	
                  [$******]

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	 	
                  
                    [******]

                  

                
	
                  Water
                    Treatment & Tanks

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	 	
                               [******]

                
	
                  Chimney

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	 	
                                    [******]

                
	
                  Rotating
                    Equipment

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	 	
                  
                    [******]

                  

                
	
                  Other
                    Mechanical Equipment

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	 	
                                     [******]

                
	
                  Electrical
                    Equipment

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	 	
                              [******]

                
	
                  T-Lines
&
                    Switchyard

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	 	
                                     [******]

                
	
                  Site
                    Work

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	 	
                                      [******]

                
	
                  Concrete
                    Related

                	
                  
                      [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	 	
                                  [******]

                
	
                  Steel
                    Work
                    & Other Structural

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	 	
                      [******]

                
	
                  Architectural

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	 	
                                      [******]

                
	
                  Piping
                    Bulks

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	 	
                                [******]

                
	
                  Painting
&
                    Insulation

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	 	
                                          [******]

                
	
                  Electrical
                    Bulks

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	 	
                                    [******]

                
	
                  Instrumentation

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	 	
                                       [******]

                
	
                  Demolition
                    only

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	 	
                                   [******]

                
	
                  Demolition
                    and
                    Relocation

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	 	
                           [******]

                
	
                  Milestone
                    Incentives (Craft/SCs/FE Personnel)

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	 	
                                      [******]

                
	
                  Tie-ins
                    (Units
                    1-7)

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	 	
                                  [******]

                
	
                  Traffic
&
                    Logistics

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	 	
                                 [******]

                
	
                  To-Go
                    Escalation - Direct Costs

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	 	
                                      [******]

                
	
                  Unidentified
                    Trends

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	 	
                              [******]

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

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

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

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

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

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

                
	
                  Total
                    Direct Costs

                	
                  
                    [$******]

                  

                	
                  
                    [$****[$******]

                  

                	
                  
                    [$**[$******]

                  

                	
                  
                    
                      
                        
                          
                            
                              [$******]

                            

                          

                        

                      

                    

                  

                	 	
                  
                    [******]

                  

                
	 	 	 	 	 	 	 
	
                  Temp
                    Facilities

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	 	
                   [******]

                
	
                  Misc
                    Services

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	 	
                  
                    [******]

                  

                
	
                  Equipment,
                    Tools & Supplies

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	 	
                  
                    [******]

                  

                
	
                  Small
                    Tools

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	 	
                  
                    [******]

                  

                
	
                  Consumables

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	 	
                  
                    [******]

                  

                
	
                  Startup
                    Manual
                    Personnel

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	 	
                  
                    [******]

                  

                
	
                  To-Go
                    Escalation - Field Indirects

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	 	
                  
                    [******]

                  

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

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

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

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

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

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

                
	
                  Total
                    Field Indirect Costs

                	
                  
                     [$******]

                  

                	
                  
                    [$*[$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	 	
                           [******]

                
	 	 	 	 	 	 	 
	
                  FNM
                    -
                    Construction

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	 	
                  
                    [******]

                  

                
	
                  SU
                    NM

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	 	
                  
                    [******]

                  

                
	
                  To-Go
                    Escalation - Field Services

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	 	
                  
                    [******]

                  

                
	
                  Other
                    Billable
                    Costs - Travel, Relo, Computers, SCs, etc

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	 	
                  
                    [******]

                  

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

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

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

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

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

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

                
	
                  Total
                    Field Services

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	 	
                  
                    [******]

                  

                
	 	 	 	 	 	 	 
	
                  TOTAL
                    CONSTRUCTED COST

                	
                  
                    [$******]

                  

                	
                  
                    [$*[$******]

                  

                	
                  
                    
                      [$******]

                    

                  

                	
                  
                    [$*[$******]

                  

                	 	 
	 	 	 	 	 	 	 
	
                  Securities
                    -
                    Bond for Highway 7 Repairs due to Barge offloading

                	 	 	
                  
                    [$******]

                  

                	 	 
	
                  Project
                    Insurance: Builders Risk - By FE; Marine Cargo & Liability
                    @ [$******] 

                	 	
                  
                    [$******]

                  

                	 	 
	
                  Warranty
                    Engr

                	 	 	 	
                  
                    [$******]

                  

                	 	 
	
                  Other
                    Becthel
                    Costs: Bldg Inspections @ $******] ,
                    Sales Tax for Construction Equip @ [$******] 

                	
                  
                    [$******]

                  

                	 	 
	
                  To-Go
                    Escalation - Other

                	 	 	 	
                  
                    [$******]

                  

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

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

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

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

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

                	 	
                   

                
	
                  TOTAL
                    OTHER COST

                	 	 	 	
                  
                    [$******]

                  

                	 	 
	 	 	 	 	 	 	 
	
                  Contingency

                	
                  [******]%
                    

                	
                  of
                    Total
                    Cost

                	 	
                  
                    [$******]

                  

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

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

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

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

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

                	 	
                   

                
	
                  TOTAL
                    COST WITH CONTINGENCY

                	 	 	 	
                  
                    [$[$******]

                  

                	 	 
	 	 	 	 	 	 	 
	
                  G&A
                    rate -
                    Prof. Construction Labor

                	
                  [******]%

                	
                  of
                    FNM/SUNM
                    Labor Cost

                	
                  
                    [$******]

                  

                	 	 
	
                  Fee
                    - Prof.
                    Construction Labor

                	
                  [******]%

                	
                  of
                    FNM/SUNM
                    Labor Cost

                	
                  
                    [$******]

                  

                	 	 
	
                  Fee
                    - Target
                    Construction Costs

                	
                  [******]%

                	
                  of
                    Construction Costs

                	
                  
                    [$******]

                  

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

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

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

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

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

                	 	 
	
                  TARGET
                    CONSTRUCTION COST

                	 	 	 	
                  
                    [$[$******]

                  

                	 	 


        

        


        
          
            
              
              

            

            
              Appendix
                C-1 pg.
                1

              
                

              

            

            
              
              

            

          

        

        
CONFIDENTIAL
          TREATMENT REQUESTED

 

        
          
            
              	
                                                                 Sammis
                        Project, Job No. 25186-810, Rev. 7

                    
	
                      COST
                        AND FEES NOT INCLUDED IN TCC

                    
	
                      APPENDIX
                        C - 1 (pg. 2)

                    
	 	 	 	 	 	 	 
	
                      Description

                    	
                      Material
                        Cost

                    	
                      Labor
                        Cost

                    	
                      S/C
                        Cost

                    	
                      Total
                        Cost

                    	 	
                      Total
                        Hours

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

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

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

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

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

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

                    
	
                      Engineering

                    	
                      
                        [$******]

                      

                    	
                      
                        [$******]

                      

                    	
                      
                        [$******]

                      

                    	
                      
                        [$******]

                      

                    	 	
                      
                        [******]

                      

                    
	
                      Other
                        Home
                        Office

                    	
                      
                        [$******]

                      

                    	
                      
                        [$******]

                      

                    	
                      
                        [$******]

                      

                    	
                      
                        [$******]

                      

                    	 	
                      
                        [******]

                      

                    
	
                      Nexant/GSG

                    	
                      
                        [$******]

                      

                    	
                      
                        [$******]

                      

                    	
                      
                        [$******]

                      

                    	
                      
                        [$******]

                      

                    	 	
                      
                        [******]

                      

                    
	
                      To-Go
                        Escalation - HO Services

                    	
                      
                        [$******]

                      

                    	
                      
                        [$******]

                      

                    	
                      
                        [$******]

                      

                    	
                      
                        [$******]

                      

                    	 	
                      
                        [******]

                      

                    
	
                      Other
                        Billable
                        Costs - Travel, Relo, SCs, etc

                    	
                      
                        [$******]

                      

                    	
                      
                        [$******]

                      

                    	
                      
                        [$******]

                      

                    	
                      
                        [$******]

                      

                    	 	
                      
                        [******]

                      

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

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

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

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

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

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

                    
	 	 	 	 	
                        
                        

                    	 	 
	
                      Contingency

                    	
                      
                        [******]%

                      

                    	
                      of
                        Total
                        Cost

                    	 	
                      
                        [$******]

                      

                    	 	 
	
                      G&A
                        rate -
                        Engr/Other Prof. Labor

                    	
                      
                        [******]%

                      

                    	
                      of
                        Engr/OHO
                        Labor Cost

                    	
                      
                        [$******]

                      

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

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

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

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

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

                    	 	
                       

                    
	
                      TOTAL
                        ENGR/OTHER PROFESSIONAL LABOR

                    	 	 	 	
                      
                        [$[$******]

                      

                    	 	 
	
                       

                       

                    	 	 	 	 	 	 
	
                      Wet
                        FGD Units 1-7

                    	 	 
	
                      OTHER
                        NON TCC COMPONENTS

                    	 	 
	 	 	 	 	 	 	 
	
                      Description

                    	
                      Material
                        Cost

                    	
                      Labor
                        Cost

                    	
                      S/C
                        Cost

                    	
                      Total
                        cost

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

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

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

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

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

                    	 	 
	
                      Securities
                        -
                        Bond for Highway 7 Repairs due to Barge offloading

                    	 	
                      
                        [$******]

                      

                    	 	 
	
                      Project
                        Insurance: Builders Risk - By FE; Marine Cargo & Liability @ [$******]

                    	
                      
                        [$******]

                      

                    	 	 
	
                      FE
                        Vendor
                        Materials including Escalation

                    	 	 	 	
                      
                        [$******]

                      

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

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

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

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

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

                    	 	 
	
                      TOTAL  -
                        NON TCC COMPONENTS

                    	 	 	 	
                      
                        [$******]

                      

                    	 	 
	 	 	 	 	 	 	 
	
                      SUB-TOTAL
                        - OVERALL PROJECT COST

                    	 	 	 	
                      
                        
                          [$******]

                        

                      

                    	 	 
	
                       

                       

                    	 	 	 	 	 	 
	
                      Wet
                        FGD Units 1-7

                    	 	 
	
                      FEE
                        COMPONENTS

                    	 	 
	 	 	 	 	 	 	 
	
                      Fee
                        -
                        Engr/Other Prof. Labor

                    	 	 	 	
                      
                        [$******]

                      

                    	 	 
	
                      Fee
                        - Prof.
                        Construction Labor

                    	 	 	 	
                      
                        [$******]

                      

                    	 	 
	
                      Fee
                        - Target
                        Construction Costs

                    	 	 	 	
                      
                        [$******]

                      

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

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

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

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

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

                    	 	 
	
                      TOTAL
                        FEES

                    	 	 	 	
                      
                        [$*[$******]

                      

                    	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
                      TOTAL
                        PROJECT PRICE

                    	 	 	 	
                      
                        [$*[$******]

                      

                    	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


            

          

        

         

         

        
          
            
            

          

          
            Appendix
              C-1 pg.
              2

            
              

            

          

          
            
            

          

        

        
          
                  

                      Amendment
                to EPC
                Agreement       

                      Appendix
                C      

               
    

          

           

           

           

           

          Appendix
            C-2

           

          [See
            Attached
            Appendix C-2]

           

           

        

        
           

          


           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

         

         

         

        CONFIDENTIAL
          TREATMENT REQUESTED


        


        
          	
                  Sammis
                    Project      

                	 
	
                   Subproject
                    Fee Estimated Allocation at time of Notice to
                    Proceed      

                	 
	 	 	 	 	 	 	 	 
	
                  FEE
                    Status

                	 	 	 	 	 	 	 
	
                  Units
                    1-4

                	 	 	
                  Base

                	
                  Alloc.
                    of 1-7

                	
                  Total

                	 	 
	
                  Initial
                    Value
                    of TCC Fee

                	 	 	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	 	 
	
                  Initial
                    Value
                    of HO Fee (Allocated per 12/06 est.)

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	 	 
	
                  Initial
                    Value
                    of FNM Fee

                	 	 	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	 	 
	
                  Initial
                    Value
                    of Subproject 1 Fees

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	 	
                  
                    [******]%

                  

                
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	
                  Units
                    5-7

                	 	 	
                  Base

                	
                  Alloc.
                    of 1-7

                	
                  Total

                	 	 
	
                  Initial
                    Value
                    of TCC Fee

                	 	 	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	 	 
	
                  Initial
                    Value
                    of HO Fee (Allocated per 12/06 est.)

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	 	 
	
                  Initial
                    Value
                    of FNM Fee

                	 	 	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	 	 
	
                  Initial
                    Value
                    of Subproject 2 Fees

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	 	
                  
                    [******]%

                  

                
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	
                  Units
                    5-7

                	 	 	 	
                  Alloc.
                    of 1-7

                	
                  Total

                	 	 
	
                  Initial
                    Value
                    of TCC Fee

                	 	 	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	 	 
	
                  Initial
                    Value
                    of HO Fee (Allocated per 12/06 est.)

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	 	 
	
                  Initial
                    Value
                    of FNM Fee

                	 	 	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	 	 
	
                  Initial
                    Value
                    of Subproject 3 Fees

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	
                  
                    [$******]

                  

                	 	
                  
                    [******]%

                  

                
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	
                  Units
                    1-7 Common

                	 	 	 	 	 	 	 
	
                  Direct
                    and
                    Distribs (Exc. FE Vendor)

                	
                  
                    [$******]

                  

                	 	 	 	 
	
                  HO
                    FEE

                	 	 	
                  
                    [$******]

                  

                	 	 	 	 
	
                  FNM
                    FEE

                	 	 	
                  
                    [$******]

                  

                	 	 	 	 
	
                  Initial
                    Value
                    of Common Systems Fees (To be 

                  Allocated
                    to
                    Subprojects 1 and 3 only as shown above)

                	
                  
                     

                    [$******]

                  

                	 	 	 	 
	
                  Initial
                    aggregate value of Fees

                	 	 	
                  
                    [$******]

                  

                	 	 
	 	 	 	 	 	 	 	 


        

         

          

        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

         

        CONFIDENTIAL
          TREATMENT REQUESTED

        
 

        
          	
                  Scenario
                    #1 

                
	
                  Basis
                    of this
                    example is TCC overrun of [$******]
                    on an assumed

                
	
                  TCC
                    value of [$******].
                    No schedule slippage.  ( Assumes no 

                  
                    subtraction
                      of Additional Deadband
                      Adjustment from the Final Construction Cost )
                      *

                  

                
	
                  A

                	
                  TCC
                    Value

                	
                  
                    [$******]

                  

                
	
                  B

                	
                  TCC
                    Overrun

                	
                  
                    [$******]

                  

                
	
                  C

                	
                  %
                    of Overrun
                    (B / A)

                	
                  
                    [******]%

                  

                
	
                  D

                	
                  Adjustment
                    per
                    table Exhibit 5.1-3 Fee Table

                	
                  
                    [******]%

                  

                
	
                  E

                	
                  Unadjusted
                    Total TCC Fee (Direct and Distribs)

                	
                  
                    [******]%

                  

                
	
                  F

                	
                  %
                    reduction of
                    TCC Fee (D / E)

                	
                  
                    [******]%

                  

                
	 	 	 
	
                  G

                	
                  Fee
                    at Risk
                    for Cost Overrun ([******]%
                    TCC Fee)

                	
                  
                    [$******]

                  

                
	 	 	 
	
                  H

                	
                  TCC
                    Fee
                    adjustment (F * G)

                	
                  
                    [$******]

                  

                
	 	 	 
	
                  I

                	
                  Aggregate
                    Earned TCC Fee

                	
                  
                    [$******]

                  

                
	 	 	 
	 	
                  Reallocation
                    of Earned Fee (fee at risk)

                
	 	
                  Subproject
                    1

                	 
	 	
                  Earned
                    TCC Fee
                    (I * [******]%)

                	
                  
                    [$******]

                  

                
	 	
                  Earned
                    HO
                    Fee

                	
                  
                    [$******]

                  

                
	 	
                  Earned
                    FNM
                    Fee

                	
                  
                    [$******]

                  

                
	 	
                  Earned
                    Fee
                    (fee at risk) for Subproject 1

                	
                  
                    [$******]

                  

                
	 	 	 
	 	
                  Subproject
                    2

                	 
	 	
                  Earned
                    TCC Fee
                    (I * [******]%)

                	
                  
                    [$******]

                  

                
	 	
                  Earned
                    HO
                    Fee

                	
                  
                    [$******]

                  

                
	 	
                  Earned
                    FNM
                    Fee

                	
                  
                    [$******]

                  

                
	 	
                  Earned
                    Fee
                    (fee at risk) for Subproject 2

                	
                  
                    [$******]

                  

                
	 	 	 
	 	 	 
	 	 	 
	 	
                  Subproject
                    3

                   

                	 
	 	
                  Earned
                    TCC Fee
                    (I * [******]%)

                	
                  
                    [$******]

                  

                
	 	
                  Earned
                    HO
                    Fee

                	
                  
                    [$******]

                  

                
	 	
                  Earned
                    FNM
                    Fee

                	
                  
                    [$******]

                  

                
	 	
                  Earned
                    Fee
                    (fee at risk) for Subproject 3

                	
                  
                    [$******]

                  

                
	 	 	 
	 	
                  Final
                    Aggregate Earned Fee

                	
                  
                    [$******]

                  

                


        

         

         *
          Non-TCC underruns can be used to offset TCC Overruns as provided
          in Secion 12 of the Amendment.



        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

         

        CONFIDENTIAL
          TREATMENT REQUESTED

 

        
          
            	
                    Scenario
                      #2 

                  
	
                    Basis
                      is TCC
                      overrun of [$******]
                      on a TCC value of [$******]
                      with a 3 day slip on

                  
	
                    Subproject
                      1, HO underrun in
                      hours, and HO scorecard adjustment of [$******].
                      (Assumes no subtraction 
                      of
                        additional Deadband Adjustment
                        from the Final Construction
                        Cost.)  *

                    

                  
	
                    A

                  	
                    TCC
                      Value

                  	
                    
                      [$******]

                    

                  
	
                    B

                  	
                    TCC
                      Overrun

                  	
                    
                      [$******]

                    

                  
	
                    C

                  	
                    %
                      of Overrun
                      (B / A)

                  	
                    [******]%

                  
	
                    D

                  	
                    Adjustment
                      per
                      table

                  	
                    [******]%

                  
	
                    E

                  	
                    Unadjusted
                      Total TCC Fee

                  	
                    [******]%

                  
	
                    F

                  	
                    %
                      reduction of
                      TCC Fee (D / E)

                  	
                    [******]%

                  
	 	 	 
	 	
                    HO
                      FEE adjustment

                  	 
	 	
                    Base
                      HO Fee
                      (Base is [$******]k
                      - [$******]k
                      for reduced hours expended=[$******]
                      adjusted Fee )

                  	
                    
                       

                      [$******]

                    

                  
	 	
                    Scorecard
                      calc
                      increase of [$******]
                      in HO Fee

                  	
                    
                      [$******]

                    

                  
	 	
                    Final
                      HO
                      Fee

                  	
                    
                      [$******]

                    

                  
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	
                    FC
                      occurs 3
                      days later than Subproject 1 GFCD date of 9/1/2010

                  	
                        
                      
                      [******]

                    

                  
	 	
                    Identified
                      LD
                      rate

                  	
                    
                      [$******]

                    

                  
	 	
                    Total
                      Earned
                      Fee deducted from Subproject 1

                  	
                    
                      [$******]

                    

                  
	 	 	 
	 	 	 
	 	 	 
	 	
                    Final
                      Earned Fee values by subproject

                  	 
	 	
                    Subproject
                      1:

                  	 
	 	
                    Unadjusted
                      Earned Fee

                  	
                    
                      [$******]

                    

                  
	 	
                    Adjustment
                      for
                      TCC overrun

                  	
                    
                      [$******]

                    

                  
	 	
                    HO
                      Earned Fee
                      Adjustment for Scorecard ([******]% of $******])

                  	
                    
                      [$******]

                    

                  
	 	
                    HO
                      Earned Fee
                      Adjustment for Reduced Manhours ([******]% of $******])

                  	
                    
                      [$******]

                    

                  
	 	
                    Liquidated
                      Damages

                  	
                    
                      [$******]

                    

                  
	 	
                    Subproject
                      1
                      (Earned Fee adjusted for TCC Overrun, Schedule LD above and [******]%
                      of HO Fee adjustment)

                  	
                    
                       

                      [$******]

                    

                  
	 	
                    Subproject
                      2
                      (Earned Fee adjusted [******]% of HO Fee adjustment)

                  	
                    
                      [$******]

                    

                  
	 	
                    Subproject
                      3
                      (Earned Fee adjusted [******]% of HO Fee adjustment)

                  	
                    
                      [$******]

                    

                  
	 	 	 
	 	
                    Final
                      Aggregate Earned Fee

                  	
                    
                      [$******]

                    

                  
	 	 	 


          

        

         

         *
          Non-TCC underruns can be used to offset TCC Overruns as provided
          in Secion 12 of the Amendment.


        
          


        

      

       

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

                  

                      Amendment
                to EPC
                Agreement       

                      Appendix
                D –
Amended Exhibit 6.5      

               
    

          

        

      

      


       

       

      CONFIDENTIAL
        TREATMENT REQUESTED

       

      


       

      Appendix
        D

       

      Amended
        Exhibit
        6.5

      SCHEDULE
        LIQUIDATED DAMAGES

       

      


       

      Subproject
        #1:

       

      With
        respect to
        Subproject #1 (defined in Section 6 of the Amendment), for each day after
        such
        Subproject’s Guaranteed Final Completion Date, but prior to December 31, 2010
        (the “NSR Consent Decree Date”), that Final Completion is
        delayed for such Subproject, but only for that portion of such delay caused
        by
        the Contractor, the Contractor shall pay FirstEnergy as Liquidated Damages
        [$******] for each day of delay. For each day after the NSR Consent Decree
        Date
        that the Final Completion of Subproject #1 is delayed, but only for that
        portion
        of such delay caused by the Contractor, the Contractor shall pay FirstEnergy
        as
        Liquidated Damages, calculated on a daily basis, an amount equal to the greater
        of:  (a) [$******] for each day of delay, or (b) [$******]
        for each megawatt hour by which any affected Generating Unit(s) in the subject
        Subproject operates below its full NDC (defined in Exhibit 7.2) as a
        result of the event(s) or condition(s) causing, or efforts undertaken to
        cure,
        the failure to achieve Final Completion, but not to exceed [$******] per
        day of
        delay for such Subproject.

       

      Notwithstanding
        the
        foregoing, from the time that all elements of Final Completion have been
        met
        other than achievement of the Reliability Standard, Contractor shall pay
        FirstEnergy as Liquidated Damages for delay in achieving the Reliability
        Standard after the Guaranteed Final Completion Date for Subproject #1 an
        amount
        equal to [$******] for each megawatt hour by which any affected Generating
        Unit(s) in the subject Subproject operates below its full NDC (defined in
        Exhibit 7.2) as a result of the event(s) or condition(s) causing, or
        efforts undertaken to cure, the failure to achieve the Reliability Standard,
        but
        only for that portion of such megawatt hour reduction caused by the Contractor,
        such amount not to exceed [$******] per day for such Subproject prior to
        the NSR
        Consent Decree Date and [$******] per day for such Subproject after the NSR
        Consent Decree Date.

       

      For
        the avoidance of
        doubt, and without limiting other reasons therefor, for purposes of the two
        preceding paragraphs, a Generating Unit shall be considered to be operating
        below its full NDC if the terms of the NSR Consent Decree regarding emission
        reduction and control requirements or other Applicable Law prohibit operation
        of
        the Generating Unit at its full NDC.

       

      Subproject
        #2:

       

      With
        respect to
        Subproject #2 (defined in Section 6 of the Amendment), for each day after
        such
        Subproject’s Guaranteed Final Completion Date, but prior to the NSR Consent
        Decree Date, that Final Completion is delayed, but only for that portion
        of such
        delay caused by the Contractor, the Contractor shall pay FirstEnergy as
        Liquidated Damages [$******] for each day of delay.  For each day
        after the NSR Consent Decree Date that the Final Completion of Subproject
        #2 is
        delayed, but only for that portion of such delay caused by the Contractor,
        the
        Contractor shall pay FirstEnergy as Liquidated Damages, calculated on a daily
        basis, an amount equal to the greater of:  (a) [$******] for each
        day of delay, or (b) [$******] for each megawatt hour by which any affected
        Generating Unit(s) in the subject Subproject operates below its full NDC
        (defined in Exhibit 7.2) as a result of the event(s) or condition(s)
        causing, or efforts undertaken to cure, the failure to achieve Final Completion,
        but not to exceed [$******] per day of delay for such Subproject.

       

      For
        the avoidance of
        doubt, and without limiting other reasons therefor, for purposes of the
        preceding paragraph, a Generating Unit shall be considered to be operating
        below
        its full NDC if the terms of the NSR Consent Decree regarding emission reduction
        and control requirements or other Applicable Law prohibit operation of the
        Generating Unit at its full NDC.

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

                  

                      Amendment
                to EPC
                Agreement       

                      Appendix
                D –
Amended Exhibit 6.5      

               
    

          

        

      

      


       

      CONFIDENTIAL
        TREATMENT REQUESTED

       

      


      Subproject
        #3:

       

      With
        respect to
        Subproject #3 (defined in Section 6 of the Amendment), for each day after
        such
        Subproject’s Guaranteed Final Completion Date, but prior to the Adjusted NSR
        Consent Decree Date, that Final Completion is delayed for such Subproject,
        but
        only for that portion of such delay caused by the Contractor, the Contractor
        shall pay FirstEnergy as Liquidated Damages [$******] for each day of delay.
        For
        each day after the Adjusted NSR Consent Decree Date that the Final Completion
        of
        Subproject #3 is delayed, but only for that portion of such delay caused
        by the
        Contractor, the Contractor shall pay FirstEnergy as Liquidated Damages,
        calculated on a daily basis, an amount equal to the greater
        of:  (a) [$******] for each day of delay, or (b) [$******]
        for each megawatt hour by which any affected Generating Unit(s) in the subject
        Subproject operates below its full NDC (defined in Exhibit 7.2) as a
        result of the event(s) or condition(s) causing, or efforts undertaken to
        cure,
        the failure to achieve Final Completion, but not to exceed [$******] per
        day of
        delay for such Subproject.

       

      Notwithstanding
        the
        foregoing, from the time that all elements of Final Completion have been
        met
        other than achievement of the Reliability Standard, Contractor shall pay
        FirstEnergy as Liquidated Damages for delay in achieving the Reliability
        Standard after the Guaranteed Final Completion Date for Subproject #3 an
        amount
        equal to [$******] for each megawatt hour by which any affected Generating
        Unit(s) in the subject Subproject operate below their full NDC (defined in
        Exhibit 7.2) as a result of the event(s) or condition(s) causing, or
        efforts undertaken to cure, the failure to achieve the Reliability Standard,
        but
        only for that portion of such megawatt hour reduction caused by the Contractor;
        such amount not to exceed [$******] per day for such Subproject prior to
        the
        Adjusted NSR Consent Decree Date and [$******] per day for such Subproject
        after
        the Adjusted NSR Consent Decree Date.

       

      For
        purposes of this
        Section, the “Adjusted NSR Consent Decree Date” shall be
        the earlier of (A) the date that is forty-five (45) days after the Guaranteed
        Final Completion Date for Subproject #3 (as adjusted for any Change Order
        issued
        in response to any of the occurrences described in Sections 8.1 or 8.2 of
        the
        EPC Agreement); and (B) February 15, 2011.

       

      For
        the avoidance of
        doubt, and without limiting other reasons therefor, for purposes of the first
        two paragraphs under “Subproject 3”, a Generating Unit shall be considered to be
        operating below its full NDC if the terms of the NSR Consent Decree regarding
        emission reduction and control requirements or other Applicable Law prohibit
        operation of the Generating Unit at its full NDC.

       

      All
        Subprojects:

       

      In
        addition, with
        respect to any AQC Unit, for each Outage Day (defined in Exhibit 7.2)
        beyond 16 days the Contractor uses during the Corrective Action Period (defined
        in Exhibit 7.2), the Contractor shall pay FirstEnergy as liquidated
        damages, but only for that portion of such Outage Days caused by the Contractor,
        [$******] for each megawatt of NDC on the affected Generating Unit for each
        Outage Day (e.g. for the 300 MW Sammis Unit 5, the rate would be [$******]
        for
        each additional Outage Day).

       

      In
        addition, with
        respect to each Subproject, in the event that Final Document Delivery has
        not
        been achieved by the date that Final Completion is achieved (or in the case
        of
        the documentation described below, within 90 days after Final Completion),
        Contractor shall pay FirstEnergy as Liquidated Damages [$******] per day
        until
        Final Document Delivery occurs.

       

      
        	
                ·  

              	
                As
                  built and
                  final record turnover of Bechtel or Subcontractor documents defined
                  in
                  Section 2.9 and Appendix D of the Scope Book, which were issued,
                  or had
                  change documents issued against them, within 120 days prior to the
                  date Final Completion is or was
                  achieved.

              


      

       

      
        	
                ·  

              	
                Documents
                  including certain discrete data (e.g., emissions and fuel analyses)
                  that
                  must be verified, if required, through the use of third-party
                  laboratories.  (With respect to such circumstances, data
                  measured at the Facility using installed systems and other testing
                  apparatus brought to the Facility will be used to determine the
                  test
                  results for Final Completion.  All reasonable efforts would then
                  be made to submit the final report within 60 calendar days after
                  Final Completion).

              


      

       

      
        	
                ·  

              	
                Final
                  Lien
                  Releases of Purchase Orders and Subcontracts as
                  required.

              


      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

                  

                      Amendment
                to EPC
                Agreement       

                      Appendix
                E –
Amended Exhibit 5.1-3      

               
    

          

        

      

      


       

      CONFIDENTIAL
        TREATMENT REQUESTED


       

      Appendix
        E

       

      Amended
        Exhibit
        5.1-3

      FEE
        TABLE

      


      The
        Fee
        associated with the Target Construction Cost will be adjusted according to
        the
        table below:

      


      


      


      


      
        	
                Final
                  Construction Cost

              	 	
                FE
                  Vendor Arrangement Free Adjustment

              
	
                (%
                  of
                  Target Construction Cost)

              	 	
                (%
                  of
                  Target Construction Cost)

              
	
                [******%]

              	 	
                
                  [******%]

                

              
	
                [******%]

              	 	
                
                  [******%]

                

              
	
                
                  [******%]

                

              	 	
                
                  [******%]

                

              
	
                
                  [******%]

                

              	 	
                
                  [******%]

                

              
	
                
                  [******%]

                

              	 	
                
                  [******%]

                

              
	
                
                  [******%]

                

              	 	
                
                  [******%]

                

              
	
                [******%]

              	 	
                
                  [******%]

                

              
	
                
                  [******%]

                

              	 	
                
                  [******%]

                

              
	
                [******%]

              	 	
                
                  [******%]

                

              
	
                
                   [******%] 

                

              	 	
                
                  [******%]

                

              
	
                [******%]

              	 	
                
                  [******%]

                

              
	
                
                  [******%]

                

              	 	
                
                  [******%]

                

              
	
                
                  [******%]

                

              	 	
                
                  [******%]

                

              
	
                
                  [******%]

                

              	 	
                
                  [******%]

                

              
	
                
                  [******%]

                

              	 	
                
                  [******%]

                

              
	
                          
                  ¦                 
                  [******%] 

              	 	
                [******%]

              
	
                          
                  ¦                 
                  [******%]

              	 	
                [******%]

              
	 Deadband       
                  [******%]	 	
                [******%]

              
	          
                ¦                 
                [******%]	 	
                [******%]

              
	          
                ¦                 
                [******%]	 	
                [******%]

              
	          
                ¦                 
                [******%]	 	
                [******%]

              
	
                                             
                  [******%]

              	
                 

              	                                      
                [******%]
	                             
                [******%]	 	                                      
                [******%]
	                              [******%]	 	                                      
                [******%]
	                             
                [******%]	 	                                      
                [******%]
	                             
                [******%]	 	                                      
                [******%]
	                             
                [******%]	 	                                      
                [******%]
	                             
                [******%]	 	                                       [******%]
	                             
                [******%]	 	                                      
                [******%]
	                             
                [******%]	 	                                       [******%]
	                              [******%]	 	                                      
                [******%]


      

      
         

      

      The
        maximum [******] adjustment is equal to the original Target Construction
        Cost Fee.

      Values
        on
        the table shall be interpolated for actual costs between those shown on the
        table.

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

                  

                      Amendment
                to EPC
                Agreement        

                      Appendix
                F      

               
    

          

        

      

      


      


       

      Appendix
        F

       

      Project
        Schedule;
        Critical Path Schedule

       

      [See
        attached
        electronic media containing Project Schedule and Critical Path Schedule — data
        date of August 27, 2007;  backup date of September 4,
        2007]

       

      The
        attached disclosure respresents a comprehensive summary and compilation of
        all
        the material terms of Appendix F.

      
 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

    

    


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    

    
       

    

    
       

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

                  

                      Amendment
                to EPC
                Agreement       

                      Appendix
                G      

               
    

          

        

      

      


      


       

      Appendix
        G

       

      FE
        Vendor Critical
        Milestones

       

      


      
        	
                Company

              	
                Event

              	
                Schedule
                  Date

              
	
                The
                  Babcock
                  & Wilcox Company

              	
                Set
                  first
                  absorber ring on its final foundation

              	
                April
                  11,
                  2008

              
	 	
                Late
                  Finish,
                  final absorber shell complete

              	
                March
                  30,
                  2009

              
	 	
                Pre-Mechanical
                  Completion #1

              	
                February
                  1,
                  2009

              
	 	
                Pre-Mechanical
                  Completion #2

              	
                July
                  21,
                  2009

              
	 	
                B&W
                  Guaranteed Performance Final Completion (#1)

              	
                April
                  23,
                  2010

              
	 	
                B&W
                  Guaranteed Performance Final Completion (#2)

              	
                August
                  26,
                  2010

              


      

       

      


      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

                  

                      Amendment
                to EPC
                Agreement       

                      Appendix
                H –
Amended Attachment A      

               
    

          

        

      

      


      


       

      Appendix
        H

       

      Amended
        Attachment
        A

       

      


      
        	
                1.0  

              	
                   
                  PLANT/UNIT DESCRIPTIONS

              


      

       

      


      
        	
                1.1  

              	
                The
                  2,220 MW
                  Sammis Plant is located in Stratton, OH and is made up of 7 generating
                  units that draw cooling water from the Ohio
                  River.

              


      

       

      
        	
                1.1.1  

              	
                Units
                  1-4 are
                  180 MW single reheat, sub-critical drum units placed in service
                  in the
                  years 1959 though 1962 respectively.  The Foster Wheeler P.C.
                  boilers generate 1,250,000 lbs./hr. of 2450 psig, 1050°F
                  main steam
                  (1000°F
                  reheat).

              


      

       

      
        	
                1.1.2  

              	
                Unit
                  5 is a
                  300 MW sub-critical, once-through unit placed in service in
                  1967.  The Babcock and Wilcox coal fired, single reheat boiler
                  generates 2,355,000 lbs./hr. of 2625 psig, 1005°F
                  main steam
                  (1005°F
                  reheat).

              


      

       

      
        	
                1.1.3  

              	
                Units
                  6 and 7
                  are 600 MW super-critical, once-through units placed in service
                  in 1969
                  and 1971 respectively.  The Babcock and Wilcox coal fired,
                  single reheat boilers generate 4,628,000 lbs./hr. of 3785 psig,
                  1005°F
                  main steam
                  and 3,900,000 lbs/hr. of 654 psig, 1005°F
                  reheat
                  steam.  Both Units will be up-rated to 650 MW within a year of
                  the FGD system startups.

              


      

       

      
        	
                1.2  

              	
                AE-Constructor
                  Work Scope

              


      

       

      
        	
                1.2.1  

              	
                During
                  the
                  Development Phase, the Parties will work to develop a detailed
                  Project
                  work scope that will include, but not necessarily be limited to,
                  the
                  following:

              


      

       

      
        	
                ·  

              	
                  Project
                  Management

              


      

      
        	
                ·  

              	
                   
                  Prepare Project Execution Plan
                  document

              


      

      
        	
                ·  

              	
                   
                  Support technology application
                  decisions

              


      

      
        	
                ·  

              	
                   
                  Support FGD OEM selection

              


      

      
        	
                ·  

              	
                   
                  Establish Project performance
                  parameters

              


      

      
        	
                ·  

              	
                   
                  Complete site evaluations and
                  layouts

              


      

      
        	
                ·  

              	
                   
                  Constructability reviews

              


      

      
        	
                ·  

              	
                   
                  Complete Project design basis

              


      

      
        	
                ·  

              	
                   
                  Prepare estimating documents

              


      

      
        	
                ·  

              	
                   
                  Prepare cost estimate

              


      

      
        	
                ·  

              	
                   
                  Support permitting process

              


      

      
        	
                ·  

              	
                   
                  Support reagent supply discussions

              


      

      
        	
                ·  

              	
                   
                  Detailed engineering

              


      

      
        	
                ·  

              	
                   
                  Procurement

              


      

      
        	
                ·  

              	
                   
                  Construction

              


      

      
        	
                ·  

              	
                   
                  Checkout, Startup &
Commissioning

              


      

      
        	
                ·  

              	
                   
                  Training

              


      

      
        	
                ·  

              	
                   
                  Documentation

              


      

      
        	
                ·  

              	
                   
                  Performance testing

              


      

      
        	
                ·  

              	
                   
                  Security

              


      

       

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

                  

                      Amendment
                to EPC
                Agreement       

                      Appendix
                H –
Amended Attachment A      

               
    

          

        

      

      


      


       

      
        	
                2.0  

              	
                   
                  EXECUTION OF THE WORKSCOPE

              


      

       

      The
        AE-Constructor
        will be expected to execute the Project (engineering, design, fabrication,
        procurement, construction, startup and commissioning) in an open, collaborative
        and safe manner resulting in the most competitive overall cost (construction
        and
        future O&M) and optimal performance of the air quality control
        systems.  This objective will be accomplished by meeting the following
        goals:

      


      
        	
                ·  

              	
                Mutually
                  developing Project designs to minimize construction costs and future
                  O&M costs while ensuring the highest overall operational
                  reliability.

              


      

       

      
        	
                ·  

              	
                Each
                  stakeholder being responsive to the needs of the other parties
                  to insure
                  actions and decisions are made in a manner consistent with all
                  Project
                  goals.

              


      

       

      
        	
                ·  

              	
                The
                  AE-Constructor will be expected to develop, evaluate and report
                  Project
                  information as close to real time as practical, insuring actions
                  necessary
                  to address safety, design, cost and scheduling issues are implemented
                  promptly upon recognition.

              


      

       

      


      
        	
                2.1  

              	
                Project
                  Management

              


      

       

      
        	
                2.1.1  

              	
                The
                  AE-Constructor will be responsible for all Project Management related
                  to
                  the Project including management of all Subcontractors, FE Vendors
                  and the
                  OEM.

              


      

       

      
        	
                2.2  

              	
                Prepare
                  Project Execution Plan

              


      

       

      
        	
                2.2.1  

              	
                The
                  AE-Constructor will work with the FirstEnergy Project team to develop
                  an
                  overall Project Execution Plan.  The plan will establish a
                  Project Team and organization chart as well as project controls
                  including:

              


      

       

      
        	
                2.2.1.1  

              	
                Owner
                  releases
                  - FirstEnergy will be integrally involved in all areas and Phases
                  of the
                  Project and therefore will require a review process be established
                  that
                  gives adequate time for that review without unduly affecting the
                  Project
                  schedule.

              


      

      
        	
                2.2.1.2  

              	
                Status
                  reporting requirements - FirstEnergy will require access to Project
                  progress information including schedule, budget, significant issues
                  and
                  work completed on a continuous basis through a web based electronic
                  platform.  FirstEnergy requires the Contractor establish a
                  system that allows as close to real time updates as
                  possible.

              


      

      
        	
                2.2.1.3  

              	
                Invoicing
                  -
                  Invoicing and payment will be by electronic means (including submittal
                  of
                  timesheets).

              


      

      
        	
                2.2.1.4  

              	
                Payment
                  procedures - payment will be made based on FirstEnergy verification
                  of
                  AE-Constructor expenses and supporting
                  documentation.

              


      

      
        	
                2.2.1.5  

              	
                Changes
                  to
                  scope - FirstEnergy will require access to estimates, including
                  schedule
                  impacts, and scope change descriptions as part of an approval process
                  for
                  changes to scope for both the AE-Constructor & it's Subcontractors as
                  well as the OEM.

              


      

      
        	
                2.2.1.6  

              	
                Design
                  review
                  - FirstEnergy will perform a detailed, ongoing design review during
                  all
                  Phases of the Project.  The AE-Constructor should be prepared to
                  support FirstEnergy technical and support staff in the AE-Constructor's
                  offices during the design portion of each Subproject.  Such
                  review will include Subcontractor design efforts, where
                  applicable.

              


      

      
        	
                2.2.1.7  

              	
                Design
                  practices - the AE-Constructor will be required to submit the Engineering
                  Procedures Manual and Project specific criteria documents for FE
                  review.  In addition, Contractor shall provide, as requested by
                  FirstEnergy, access to their design practices on Contractor’s
                  premises.  Final drawings must be provided per the requirements
                  listed in this specification.

              


      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

                  

                      Amendment
                to EPC
                Agreement       

                      Appendix
                H –
Amended Attachment A      

               
    

          

        

      

      


      


      
        	
                2.2.1.8  

              	
                Communications
                  - FirstEnergy prefers the implementation of a centralized, web
                  based
                  document control system.  The system will provide real-time
                  access to the Project Team (AE-Constructor, OEM and FirstEnergy)
                  to key
                  Project documents.

              


      

      
        	
                2.2.1.9  

              	
                Document
                  control - FirstEnergy utilizes FileNet P8 3.0 as a document storage
                  system.  The AE-Constructor will be required to maintain a
                  complete set of all permits, design documents, O&M manuals, drawings,
                  bid documents, correspondence and reports as part of the official
                  Project
                  file.  Once the Project is complete, the documents are to be
                  provided to FirstEnergy in native format if electronic.  If they
                  are non-CAD drawings they shall be provided as .tif images and
                  if they are
                  scanned documents, they shall be provided as .pdf documents
                  format.

              


      

      
        	
                2.2.1.10  

              	
                Procurement
                  and Subcontracting procedures - FirstEnergy will require a competitive
                  process which may include electronic reverse auctions, for selecting
                  Subcontractors, equipment suppliers, tools, rentals and service
                  suppliers
                  to obtain the lowest life cycle cost for the Project.  The
                  procedure must include FirstEnergy review and release
                  steps.  The Procurement and Subcontracting procedures should
                  allow for exceptions when bidders are
                  limited.

              


      

      
        	
                2.2.1.11  

              	
                Safety
                  programs - The AE-Constructor is expected to utilize "world class"
                  site/Project specific safety programs, practices and procedures
                  and
                  enforce them across the site. While zero (0) safety incidents is
                  the goal
                  for this Project, the Safety Program should result in an OSHA recordable
                  IR rate <3.0 for non-manual and field labor.  The program
                  should address site housekeeping as a method of improving
                  safety.  FirstEnergy will review and release the
                  AE-Constructor's safety program which must be consistent with Exhibit
                  3.5
                  (E)–1, Contractor Safety Guide, Air Quality
                  Compliance.

              


      

       

      In
        addition, the
        AE-Constructor must administer and enforce a Drug and Alcohol Testing Program
        consistent with the attached FirstEnergy Generation Corp. Substance Abuse
        Testing Program (See Exhibit 3.4 (D)) and meet the requirements of Exhibits
        3.8
        (E)-1, 3.8 (E)-2, 3.8 (E)-3 & 3.5 (E)-2 dealing with Asbestos, Inorganic
        Arsenic, Lead and OSHA Compliance.

      
        	
                2.2.1.12  

              	
                Quality
                  assurance - FirstEnergy expects the Project to be completed with
                  a high
                  degree of quality.  The AE-Constructor will have FirstEnergy
                  reviewed and approved quality assurance programs in place for both
                  field
                  and shop work.  In addition, the AE-Constructor will be expected
                  to monitor and track the quality of major equipment as it is fabricated
                  in
                  the various Vendors' shops.  FirstEnergy is to be notified of
                  all significant inspections and may participate, as FirstEnergy
                  deems
                  necessary.  In any case, all quality program reports will be
                  provided to FirstEnergy.

              


      

      
        	
                2.2.1.13  

              	
                Scheduling
                  -
                  Scheduling is to be done in an electronic format (Primavera) and
                  is to be
                  made available to FirstEnergy electronically in native
                  format.  FirstEnergy requires all schedules, including those
                  provided by Subcontractors, be in Primavera.  In any case, the
                  Primavera integrated master schedule shall be kept by the AE-Constructor
                  and will include all activities required to complete the Project
                  regardless of the responsible party (AE-Constructor, FirstEnergy,
                  OEM,
                  Subcontractor, equipment supplier, etc.) or the form in which the
                  individual schedules are provided.

              


      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

                  

                      Amendment
                to EPC
                Agreement       

                      Appendix
                H –
Amended Attachment A      

               
    

          

        

      

      


      


      
        	
                2.2.1.14  

              	
                Estimating
                  -
                  All estimates will be completed using accepted estimating practices
                  common
                  to the industry.  The basis for all labor rates, equipment
                  prices, indices, adjustments, contingencies, labor-hour quantities,
                  ratios
                  etc. will be provided and stated clearly in the
                  estimate.  FirstEnergy will be provided access to the method of
                  calculation and the Project specific data used in the creation
                  of any such
                  estimates.  FirstEnergy will review and release all
                  estimates.

              


      

       

      
        	
                2.3  

              	
                Complete
                  site
                  evaluations and layouts

              


      

       

      
        	
                2.3.1  

              	
                The
                  AE-Constructor will be required to review the Sammis site for
                  interferences, construction issues and existing
                  undergrounds.  From that review, the AE-Constructor will work
                  with FirstEnergy to develop layout options, taking into account
                  the
                  potential configurations and the timing for their
                  application.  The various options will then be evaluated jointly
                  by the AE-Constructor and
                  FirstEnergy.

              


      

       

      
        	
                2.4  

              	
                Complete
                  Project design basis

              


      

       

      
        	
                2.4.1  

              	
                The
                  AE-Constructor will work with the FirstEnergy Project team and
                  Sammis
                  Plant operations personnel to develop a Project design
                  basis.

              


      

       

      
        	
                2.4.2  

              	
                The
                  AE-Constructor will perform optimization studies, as directed by
                  FirstEnergy.

              


      

       

      
        	
                2.5  

              	
                Prepare
                  estimating documents

              


      

       

      
        	
                2.5.1  

              	
                The
                  estimating
                  documents will include site layouts, design basis documents, mass
&
                  energy balances, process flow diagrams, piping and instrumentation
                  diagrams, Vendor quotes for major equipment, material estimates,
                  detailed
                  local labor surveys and Subcontractor
                  estimates.

              


      

       

      
        	
                2.5.2  

              	
                The
                  level and
                  detail of estimating documents that will be prepared in advance
                  will be
                  based upon FirstEnergy’s desired estimate accuracy for a given
                  Subproject.

              


      

       

      
        	
                2.6  

              	
                Prepare
                  cost
                  estimate

              


      

       

      
        	
                2.6.1  

              	
                The
                  Project
                  estimate will be a collaborative effort between FirstEnergy, the
                  AE-Constructor and the OEM and will be prepared in an "open book"
                  manner.  All of the estimating documents will be available to
                  each of the parties for review and for their use in preparing their
                  own
                  portion of the estimate as well as to come to their own conclusions
                  as to
                  the accuracy of the overall
                  estimate.

              


      

       

      
        	
                2.6.2  

              	
                FirstEnergy
                  reserves the right to retain the services of a mutually acceptable
                  third
                  party to review the estimates.  All of the materials provided to
                  FirstEnergy will be provided to the third
                  party.

              


      

       

      
        	
                2.6.3  

              	
                It
                  is
                  FirstEnergy’s expectation that there will be “continuous improvement” in
                  the design/engineering and construction of the series of AQC Systems
                  to be
                  installed.  This “continuous improvement” should be reflected in
                  all aspects of the Subprojects including pricing, schedule, final
                  quality
                  and safety.

              


      

       

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

                  

                      Amendment
                to EPC
                Agreement       

                      Appendix
                H –
Amended Attachment A      

               
    

          

        

      

      


      


       

      
        	
                2.7  

              	
                Support
                  Permitting Process

              


      

       

      
        	
                2.7.1  

              	
                The
                  AE-Constructor will establish a Permit list.  This list will
                  include all permits required to construct and operate the proposed
                  facilities, the responsible party, permitting duration, applicable
                  permitting agency as well as what activities are dependent on the
                  permit.

              


      

       

      
        	
                2.7.2  

              	
                The
                  AE-Constructor is to include all the necessary permitting activities
                  in
                  the project schedule.

              


      

       

      
        	
                2.7.3  

              	
                The
                  AE-Constructor will be responsible for obtaining all of the construction
                  permits.

              


      

       

      
        	
                2.7.4  

              	
                The
                  AE-Constructor will work with FirstEnergy to develop an environmental
                  permitting strategy and will be responsible for managing the environmental
                  permitting process, the creation and submission of all permit applications
                  and providing responses to information requests from the agencies
                  as
                  required.  The permits will be obtained in the name of
                  FirstEnergy and FirstEnergy will be the official interface for
                  the project
                  with the permitting agencies.

              


      

       

      
        	
                2.8  

              	
                Support
                  reagent supply discussions

              


      

       

      
        	
                2.8.1  

              	
                The
                  AE-Constructor will be required to provide input and be present
                  at times
                  for reagent supply discussions that pertain to the quality, quantity,
                  form
                  and delivery of reagent.

              


      

       

      
        	
                2.8.2  

              	
                The
                  AE-Constructor will provide input on the effect of various reagents
                  on the
                  process performance and its cost effectiveness as well as its impact
                  on
                  design and operating parameters.

              


      

       

      
        	
                2.9  

              	
                Detailed
                  engineering

              


      

       

      
        	
                2.9.1  

              	
                The
                  AE-Constructor will prepare working drawings and specifications
                  setting
                  forth in detail the requirements for the construction of the
                  Project.  The design and engineering documents shall include all
                  drawings, specifications schedules, diagrams and plans and such
                  content
                  and detail as is necessary to obtain required permits and governmental
                  approvals and to properly complete the construction of the
                  Project.  The working drawings and specifications shall include
                  information customarily necessary for the use of such documents
                  by those
                  in the building trades. Design drawings in the following categories
                  are
                  typically provided for Owner
                  review:

              


      

       

      
        	
                ·  

              	
                Site
                  Grading/Roadway Drawings

              


      

      
        	
                ·  

              	
                Logic
                  Diagrams, Instrument Control Diagrams, Panel Layout
                  Drawings

              


      

      
        	
                ·  

              	
                Single
                  Line
                  Diagrams, Control
                  Schematic Diagrams

              


      

      
        	
                ·  

              	
                Piping
                  and
                  Instrument Diagrams, System Descriptions, Piping Class
                  Sheets

              


      

      
        	
                ·  

              	
                General
                  Arrangement Drawings

              


      

      
        	
                ·  

              	
                Major
                  Equipment Specifications, Design Criteria
                  Documents

              


      

       

      A
        specific list of
        the design and engineering documents to be reviewed and released by FirstEnergy
        will be created during the Project Development Phase.

       

      
        	
                2.9.2  

              	
                The
                  Design and
                  engineering documents must meet the requirements of applicable
                  laws
                  including Professional Certifications (e.g. Engineer stamps, etc.)
                  as
                  required.

              


      

       

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

                  

                      Amendment
                to EPC
                Agreement       

                      Appendix
                H –
Amended Attachment A      

               
    

          

        

      

      


      


       

      2.10  Procurement

       

      
        	
                2.10.1  

              	
                FirstEnergy
                  reserves the right to purchase equipment and materials for the
                  Project
                  directly.

              


      

       

      
        	
                2.10.2  

              	
                The
                  AE-Constructor will be responsible for issuing purchase orders
                  for all
                  equipment and material in the AE-Constructor's scope of
                  procurement.  The AE-Constructor will be responsible for
                  material control and handling of all equipment and materials purchased
                  including any directly purchased by FirstEnergy.  FirstEnergy
                  will have direct input on the review and final selection of Vendors
                  and
                  equipment suppliers and on the type and quality of the equipment
                  to be
                  purchased for this Project.

              


      

       

      
        	
                2.10.3  

              	
                FirstEnergy
                  and the AE-Constructor will mutually agree upon the best method
                  of
                  contracting for labor services. Subject to section 2.3(A) of the
                  Agreement, FirstEnergy will approve all Subcontractors and will
                  be
                  involved in the final bid evaluations.  The AE-Constructor will
                  develop the bidders list with FirstEnergy's approval, solicit bids,
                  and
                  present final bid evaluations to FirstEnergy for final
                  review.  FirstEnergy and the AE-Constructor will mutually agree
                  to the final selection of the
                  bidders.

              


      

       

      2.11  Construction

       

      
        	
                2.11.1  

              	
                FirstEnergy
                  will provide oversight of the construction work performed at the
                  applicable site.

              


      

       

      
        	
                2.11.2  

              	
                FirstEnergy
                  site construction personnel will have the option to attend AE-Constructor
                  site meetings, that must be held daily, relating to Project planning
                  and/or progress.

              


      

       

      
        	
                2.11.3  

              	
                AE-Constructor
                  will hold weekly status update meetings with FirstEnergy site construction
                  personnel to review Project safety statistics, schedule, cost,
                  productivity, and any other relevant Project
                  topics.  AE-Constructor to provide Gantt charts, cost and
                  productivity reports, “S” curves, etc. as needed to clearly communicate
                  current Project status and trends.

              


      

       

      
        	
                2.11.4  

              	
                AE-Constructor
                  will be required to utilize the National Maintenance
                  Agreement.  Discussions on specific Labor Requirements for this
                  work are in progress.  FirstEnergy's current standard Labor
                  Requirements are listed in Exhibit 3.4 (E), Labor
                  Requirements.

              


      

       

      
        	
                2.11.5  

              	
                The
                  AE-Constructor will be required to supply all temporary facilities,
                  construction tools and equipment for each of the
                  Subprojects.

              


      

       

      
        	
                2.11.6  

              	
                With
                  the
                  exception of pre-existing Hazardous Substances addressed in Article
                  3,
                  Paragraph 3.8 of the Terms and Conditions, the AE-Constructor will
                  be
                  responsible for all demolition required for this Project.  The
                  AE-Constructor will identify the facilities to be demolished, engineer
                  the
                  demolition, schedule the demolition taking into account operating
                  plant
                  requirements and develop any safety procedures that may be
                  required.

              


      

       

      2.12  Checkout,
        Start-Up,
        Commissioning

       

      
        	
                2.12.1  

              	
                AE-Constructor
                  shall have responsibility for checkout, start-up, and commissioning
                  of all
                  systems within their work scope.  Site specific procedures shall
                  be developed by the AE-Constructor and submitted to FirstEnergy
                  for review
                  and approval.

              


      

       

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

                  

                      Amendment
                to EPC
                Agreement       

                      Appendix
                H –
Amended Attachment A      

               
    

          

        

      

      


      


       

      
        	
                2.12.2  

              	
                FirstEnergy
                  shall assign a Start-up Coordinator to interface with AE-Constructor
                  and
                  FirstEnergy plant personnel relating to the start-up
                  process.  At FirstEnergy’s option, FirstEnergy personnel may be
                  integrated into the Start-up and Commissioning Team (participation
                  to be
                  under the management of and in support of AE-Constructor
                  personnel).

              


      

       

      2.13  Training

       

      
        	
                2.13.1  

              	
                The
                  AE-Constructor will be required to provide training for FirstEnergy
                  operations and maintenance personnel for all portions of the new
                  AQC
                  Systems.  The training program will be developed in conjunction
                  with FirstEnergy operations and maintenance personnel in accordance
                  with
                  FirstEnergy standard practices and will include training material
                  development, classroom training development and execution along
                  with hands
                  on training in the field.

              


      

       

      
        	
                2.13.1.1  

              	
                Training
                  programs and materials for plant non-operational support personnel
                  will
                  also be required.

              


      

       

      
        	
                2.13.1.2  

              	
                The
                  AE-Constructor will be responsible for working with FirstEnergy
                  operations
                  personnel to create Operating Procedures for each of the two
                  Subprojects.  The AE-Constructor will take the lead in the
                  development of the Operating
                  Procedures.

              


      

       

      2.14  Documentation

       

      
        	
                2.14.1  

              	
                All
                  Project
                  related documentation including; reports, correspondence, drawings,
                  specifications, purchasing documents, O&M manuals, calculations,
                  permits, etc. will be controlled by the AE-Constructor throughout
                  the
                  Project.  At Project completion, all documentation controlled by
                  the AE-Constructor will be provided to FirstEnergy in electronic
                  format as
                  follows:

              


      

       

      
        	
                2.14.1.1  

              	
                All
                  documents
                  are to be provided in native format.  In the case of drawings,
                  native format is .dwg.  Scanned non-drawing documents are to be
                  provided in .pdf while scanned drawings (for which the .dwg format
                  is
                  unavailable) shall be provided in .tif
                  format.

              


      

       

      
        	
                2.14.1.2  

              	
                Two
                  separate
                  formatted excel spreadsheets will be provided by FirstEnergy that
                  the
                  AE-Constructor will use to create an index of all drawings (.dwg
                  and .tif)
                  and a separate index of all other documents.  Those indexes will
                  allow FirstEnergy to electronically populate its internal document
                  management system.

              


      

       

      
        	
                2.14.1.3  

              	
                FirstEnergy
                  drawings that interface with the existing facilities will be provided
                  to
                  the AE-Constructor when required.  The AE-Constructor will
                  modify non-CAD drawings (provided as .tif files by FirstEnergy)
                  with
                  Autodesk CAD Overlay software to create hybrid
                  revisions.

              


      

       

      
        	
                2.14.1.4  

              	
                The
                  AE-Constructor will be responsible for providing final "as-built"
                  drawings
                  for the Project including assuring that all drawings provided by
                  subcontractors, in the field or shop, and all equipment drawings
                  are
                  as-built.  The specific as-built drawing requirements will be
                  established during the Project Development
                  Phase.

              


      

       

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

                  

                      Amendment
                to EPC
                Agreement       

                      Appendix
                H –
Amended Attachment A      

               
    

          

        

      

      


      


       

      2.15  Performance
        testing

       

      
        	
                2.15.1  

              	
                The
                  AE-Constructor will be responsible for coordinating all AQC system
                  performance test scheduling, procedure development and testing
                  including
                  tests to be provided by the OEM.

              


      

       

      
        	
                2.15.1.1  

              	
                Performance
                  testing, although coordinated by the AE-Constructor will be performed
                  by
                  an independent, third party as selected by
                  FirstEnergy.

              


      

       

      
        	
                2.15.1.2  

              	
                FirstEnergy
                  will review all test procedures, witness all tests and review and
                  release
                  all test reports.

              


      

       

      
        	
                3.0  

              	
                   
                  SCHEDULE

              


      

       

      
        	
                3.1  

              	
                The
                  AE-Constructor will support overall Project scheduling including
                  various
                  design/construction options for each of the Subprojects as required
                  to
                  determine the optimum Project
                  schedule.

              


      

       

      
        	
                4.0  

              	
                   
                  GENERAL REQUIREMENTS

              


      

       

      
        	
                4.1  

              	
                Professional
                  Standards & Sufficient
                  Personnel

              


      

       

      
        	
                4.1.1  

              	
                The
                  AE-Constructor will be responsible to provide adequate and qualified
                  resources in all disciplines required to define the tasks, gather
                  all
                  facts relating to the tasks and coordinate all permitting, engineering,
                  procurement, construction, commissioning, startup and testing of
                  each of
                  the Subprojects.

              


      

       

      
        	
                4.1.2  

              	
                The
                  AE-Constructor shall, at all times, keep sufficient personnel employed
                  and
                  dedicated to the Project so that the services to be performed by
                  the
                  AE-Constructor herein are completed on schedule and in an efficient,
                  safe,
                  economical and professional manner.

              


      

       

      
        	
                4.1.3  

              	
                The
                  AE-Constructor will provide adequate opportunity for FirstEnergy
                  to
                  examine all studies, reports, sketches, drawings, specifications,
                  proposals and other documents presented by the AE-Constructor and
                  submit
                  written responses, as required within a reasonable time so as not
                  to delay
                  the services of the AE-Constructor.

              


      

       

      
        	
                4.1.4  

              	
                The
                  AE-Constructor will keep FirstEnergy's Project Team apprised of
                  all work
                  efforts, including third party meetings, status meetings, hiring
                  of
                  Subcontractors, etc.

              


      

       

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

                  

                      Amendment
                to EPC
                Agreement       

                      Appendix
                I      

               
    

          

        

      

      


      


       

      Appendix
        I

       

      


       

      Within
        sixty (60)
        days after the issuance of the Notice to Proceed, the Scope Book will be
        updated
        to (i) reflect scope modifications associated with the relocation of the
        Secondary Dewatering Equipment from The Hollow Rock Disposal Facility to
        the
        Sammis Site (Alternate 43a) as described in Bechtel Letter to FirstEnergy
        25186-000-TCM-GAM-00231, dated March 6, 2007,  (ii) to replace the
        intellectual property legend included in Part I (Scope of Services) and Part
        II
        (Technical Scope Description) of the Scope Book, and in Appendix W (Procurement
        Sourcing Strategies) of Part III of the Scope Book, and in the Material
        Assignment Schedule contained in Appendix J (pages MAS J-1 through J-8) of
        Part
        III of the Scope Book, with the following:

       

      “This
        document
        contains information that is proprietary and confidential to First Energy
        Generation Corp (“First Energy”) and/or Bechtel Power Corporation
        (“Bechtel”).  Bechtel and FirstEnergy, respectively own and
        retain,  all intellectual property rights (including copyrights) in
        respective portions of this document, with such respective ownership rights
        to
        be determined as provided in Article 11 of the General Terms and Conditions
        for
        Engineering, Procurement, and Construction of Air Quality Control (AQC) Systems,
        dated August 26, 2005 (the “EPC Agreement”).”

       

      and
        (iii) to remove
        from all Drawings contained within Part III (Appendix A –Z) of the Scope Book
        each intellectual property legend indicating that materials are confidential
        and
        proprietary to Bechtel and insert in its place an intellectual property legend,
        in the format used elsewhere in Part III on similar Drawings, indicating
        that
        such Drawings are confidential and proprietary to FirstEnergy, and (iv) except
        as otherwise provided above, to remove from Part III (Appendix A –Z) of the
        Scope Book each intellectual property legend indicating that materials are
        confidential and proprietary to Bechtel.