**Exhibit
      10.2**



















**General
      Terms and Conditions**




**for**




**Engineering,
      Procurement, and Construction**




**of**




**Air
      Quality
      Control (AQC) Systems**









**August
      26,
      2005**









**by
      and
      between**




**FirstEnergy
      Generation Corp.**




**and**




**Bechtel
      Power Corporation**




























































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G eneral
      Terms and
      Conditions for Engineering, Procurement, and Construction




**INDEX**Article
                  1 -
                  Definitions
              1Article
                  2 -
                  Relationship of FirstEnergy, Contractor, and Subcontractors
              6Article
                  3 -
                  Contractor’s Responsibilities
              8Article
                  4 -
                  FirstEnergy’s Responsibilities
              18Article
                  5 -
                  Price; Payments to Contractor
              18Article
                  6 -
                  Project Schedule; Commencement of Project; Mechanical and Final
                  Completion; Scheduled Liquidated Damages
              21Article
                  7 -
                  Performance Guarantee; Performance Liquidated Damages
              25Article
                  8 -
                  Change Orders
              25Article
                  9 -
                  Force Majeure; FirstEnergy Delay; Recovery
              29Article
                  10 -
                  Compliance with Laws, Regulations, and Permits
              30Article
                  11 -
                  Intellectual Property Rights
              33Article
                  12 -
                  Insurance and Bonds
              34Article
                  13 -
                  Warranty and Correction of Work
              37Article
                  14 -
                  Payment of Accounts; Waiver of Lien Rights
              39Article
                  15 -
                  Default, Termination and Suspension
              41Article
                  16 -
                  Indemnities
              42Article
                  17 -
                  Confidentiality
              44Article
                  18 -
                  Limitation of Liability
              45Article
                  19 -
                  Miscellaneous Provisions
              47

















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**G** **eneral
      Terms and Conditions for Engineering, Procurement, and
      Construction**






**ARTICLE
      1 -
      DEFINITIONS**




1.1  Definitions .
      The following
      terms, when used in this Agreement with initial capitalization, shall have
      the
      meanings given below unless in any particular instance the context clearly
      indicates otherwise:




**"AE-Constructor"
      and/or "Contractor"** means
      Bechtel Power
      Corporation, the entity primarily responsible for performing and procuring
      the
      work.




**“Affiliate”** means, with
      respect to a Party, any Person: (i) which such Party now or hereafter owns
      or
      controls directly or indirectly; (ii) which is owned or controlled by the same
      company or companies that owns, directly or indirectly, a controlling interest
      in such Party; or (iii) which owns or controls, directly or indirectly, such
      Party. As used herein, **“control”** means direct or
      indirect possession of the power to direct or cause the direction of the
      management or policies of a legal entity, whether through ownership of voting
      securities, by contract or otherwise, and the terms “controlled” and
“controlling” have meanings correlative to the foregoing.




**“Agreement”** has the meaning
      set forth in Section
      1.2 .




**“Applicable
      Codes and Standards”** means the codes,
      standards or requirements set forth herein or in any Applicable Law, which
      codes
      and standards include those described in FirstEnergy’s Requirements, and shall
      govern Contractor’s performance of the Project. In the event of an inconsistency
      or conflict between any of the Applicable Codes and Standards as contained
      in
      this Agreement and any referenced attachment, exhibit, schedule or subcontract,
      the highest such performance standard shall govern Contractor’s performance
      under this Agreement.




**“Applicable
      Law”** means any federal,
      state, or local statute, ordinance, rule, regulation, policy or guidance, any
      judicial or administrative order or judgment (whether or not by consent), any
      duties imposed by common law, and any provision or condition of any permit,
      license, or other operating authorization of any Governmental Authority or
      other
      body having jurisdiction over the Parties, the performance of the Project,
      or
      the Site.




**“AQC
      Unit”** means a portion of
      a Subproject associated with a Generating Unit.




**“Available
      Amount”** has the meaning
      set forth in Section
      12.6 .




**“BAPC
      Ohio”** means Bechtel
      Associates Professional Corporation, (Ohio), an Ohio professional corporation
      which is an Affiliate of Contractor.




**“Bond”** means an on
      demand, non-replenishing performance and/or payment security, in form and
      substance mutually agreeable to the parties.




**“Business
      Day”** means any day
      other than a Saturday, Sunday or other day on which banking institutions in
      the
      State of Ohio are required to be closed.




**“Change
      Order”** means a written
      order issued by FirstEnergy to Contractor after the execution and delivery
      of
      this Agreement or a written instrument signed by both Parties after execution
      and delivery of this Agreement in accordance with Article
      8 or a written determination pursuant to Section
      19.4 that authorizes an
      addition to, deletion from, suspension of or other modification to the
      requirements of this Agreement, and, to the extent provided for herein, an
      adjustment to the Target Construction Cost, the Project Schedule, any Guaranteed
      Final Completion Dates, any scope of work under the Subproject, the Performance
      Guarantee, any of the Warranties or any other obligation of either Party
      hereunder.




**“Changed
      Criteria”** has the meaning
      set forth in Section
      8.1(A) .




**“Commencement
      Date”** for each
      Subproject means the date of issuance of a Notice to Proceed with full
      construction, or an equivalent release to commence full construction of that
      Subproject.




**“Contractor
      Indemnified Parties”** means Contractor,
      its Affiliates, and their respective directors, officers, agents, employees,
      invitees, successors, and assigns.




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**"Contractor's
      Project Manager"** means
      Contractor’s
      designated authorized Project representative actively engaged in the supervision
      of the Project and in all matters relating to this Agreement, who shall have
      complete authority to act on behalf of Contractor on all matters pertaining
      to
      the Project, including giving instructions and making changes in the
      Project.




**“Contract
      Price”** means
      the Fee,
      reimbursable costs, and all other amounts payable by FirstEnergy to Contractor
      under Section 5.1 (provided, the
      Contract Price shall not include any amounts paid to Contractor for payments
      to
      FE Vendors that Contractor administers on FirstEnergy’s behalf).




**“Corrective
      Work”** has
      the meaning set
      forth in Section
      13.1(B) .




**“Craft
      Labor”** means building and
      construction trades crafts employed by the Contractor or Subcontractors for
      the
      construction of the Project.




**“Critical
      Path Schedule”** has
      the meaning set
      forth in Section
      6.4(A) .




**“Data"** means
      documentation, manuals, maps, plans, schedules, programs, specifications,
      software, reports, drawings, designs and other relevant information and works
      of
      authorship.




**“Development
      Phase”** shall mean with
      respect to each Subproject, the time period prior to the Commencement
      Date.




**“Drawings”** mean
      the graphic
      and pictorial documents showing the design, location and dimensions of the
      Project, generally including plans, elevations, sections, details, schedules
      and
      diagrams and the 3-dimensional model. Upon approval by FirstEnergy pursuant
      to Section 3.3(C) ,
      such Drawings
      shall form a part of the Agreement.




**“Effective
      Date”** means
      the date of
      execution by FirstEnergy and Contractor of this Agreement, or such other date
      as
      may be mutually agreed by FirstEnergy and Contractor as the Effective Date
      of
      this Agreement.




**“Environmental
      Law”** means any
      Applicable Law relating to, (A) the protection of (i) natural resources and
      the
      environment, or (ii) human health and the public welfare from actual or
      potential exposure to any actual or potential release, discharge, disposal
      or
      emission (whether past or present) of any Hazardous Substance, or (B) the
      manufacture, processing, distribution, use, treatment, storage, disposal,
      transport or handling, of any Hazardous Substance.




**“FE
      Vendor”** means a supplier
      of equipment, Materials, and/or services with respect to the Project or any
      Subproject, under direct contract with FirstEnergy (including any direct
      contract with FirstEnergy in which Bechtel acts as FirstEnergy’s
      agent).




**“FE
      Vendor
      Arrangement”** has the meaning
      set forth in Section 3.1(B) .




**“Fee”** has the meaning
      set forth in Exhibit
      5.1 .




**“Final
      Completion Certificate”** means
      a certificate
      signed by Contractor in the form of Exhibit
      6.3(C) .




**“Final
      Completion”** has
      the meaning set
      forth in Section
      6.3(A) .




**“Final
      Document Delivery”** has the meaning
      set forth in Section
      6.3(A) .




**“Final
      Lien
      and Claim Waiver”** means
      the waiver
      and releases provided to FirstEnergy by Contractor and Subcontractors in
      accordance with the requirements of Section
      6.3(A) ,
      which shall be in
      the form of Exhibit
      6.3(A) .




**“Financing
      Assignee”** has the meaning
      set forth in Section
      19.3(C) .




**“Financing
      Documents”** means any and all
      loan agreements, notes, indentures, security agreements, pledges, mortgages,
      subordination agreements, intercreditor agreements, partnership agreements,
      subscription agreements, participation agreements and other documents relating
      to the construction, interim or long-term financing of any Subproject and any
      refinancing of any Subproject (including a leveraged lease), including any
      and
      all modifications, extensions, renewals and replacements of any such financing
      or refinancing.




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**“FirstEnergy”** means FIRSTENERGY
      GENERATION CORP., an Ohio corporation.




**“FirstEnergy
      Indemnified Parties”** means FirstEnergy,
      its Affiliates, and their respective directors, officers, agents, employees,
      invitees, successors, and assigns.




**“FirstEnergy
      Designated Representative”** means that Person
      or Persons designated by FirstEnergy in a written notice to Contractor who
      shall
      have authority to act on behalf of FirstEnergy on all matters pertaining to
      the
      Project, including giving instructions and making changes in the
      Project.




**“FirstEnergy
      Reliable Information”** has the meaning
      set forth in Section
      3.1(B).




**“FirstEnergy’s
      Requirements”** means the work
      scope attached hereto as Attachment
      A ,
      the operating specifications, performance data sheets, and coal analysis data
      sheets, in each case together with all attachments thereto, and all other
      documents provided or identified by FirstEnergy to Contractor’s Project Manager
      specifying the purpose, scope, and/or design and/or other technical criteria
      for
      the Project.




**“Force
      Majeure Event”** means
      (i) an act of
      God, epidemic, landslide, lightning, earthquake, flood, fire, eruption, tornado,
      or other unusual natural event of any kind affecting a Party that was not
      voluntarily induced or promoted by the affected Party and did not result from
      a
      breach of such Party’s obligations under this Agreement or unlawful behavior by
      such Party, or (ii) failure of renewal, revocation, denial or delay in obtaining
      (after the affected Party has used due diligence and all reasonable commercial
      efforts to obtain) any necessary governmental authorization or permit, (iii)
      acts of any Governmental Authority (not resulting from a violation, or failure
      to fulfill the requirements, of Applicable Law by the affected Party),
      (iv) war, riot, civil disorder, terrorist act, embargo, strike or other
      concerted labor action, or (v) any other event, whether similar or not to the
      foregoing which, in each case, is beyond the reasonable control of the affected
      Party, despite such Party’s best efforts to fulfill its obligations under this
      Agreement. “Best efforts to fulfill its obligations” includes attempting to
      anticipate any Force Majeure Event and to address the effects of any such event
      (a) as it is occurring, and (b) after it has occurred, such that the delay
      or
      violation is minimized to the greatest extent possible. Failure or delay to
      perform of any Subcontractor, inability to obtain or delay in obtaining
      equipment, Materials or transport, and lack of availability of laborers,
      Subcontractors or local materials, shall not be a Force Majeure Event as to
      a
      Party unless caused by a Force Majeure Event or, where a Subcontractor fails
      to
      perform, an event which would, as to the Subcontractor directly affected
      thereby, qualify as a Force Majeure Event hereunder.




**“Generating
      Unit”** means an electric
      power generating unit to which a Subproject, or a portion of a Subproject,
      is
      being applied.




**“Good
      Practices”** means
      those
      practices and methods, and that level of competence, care, skill and judgment,
      generally used by internationally recognized, experienced and prudent
      contractors, engineers, manufacturers and professionals working in the electric
      power generation industry in the United States to design, engineer, construct,
      manufacture, commission, test and operate electric power generation facilities
      and ancillary equipment for the electric power industry, lawfully and safely,
      and with due consideration for reliability, efficiency, operability and
      maintainability. It is not intended that Good Practices be limited to the
      optimum practices, methods or acts to the exclusion of others, but rather a
      spectrum of practices, methods, or acts which internationally recognized,
      experienced and prudent contractors, engineers, manufacturers and professionals
      would be expected to employ in carrying out the requirements of this Agreement.




**“Governmental
      Authority”** means
      any federal,
      state, or local governmental body, including any legislative, judicial, or
      executive body, or agency or subdivision thereof, in each case having
      jurisdiction to exercise authority or control over a Party or its agent or
      over
      any part of or all of the Project or the Site.




**“Guaranteed
      Final Completion Dates”** has
      the meaning set
      forth in Section
      6.3(B) .




**“Hazardous
      Substances”** means
      any chemical
      or other material which is or may become injurious to the public health, safety,
      or welfare or to natural resources or the environment; any pollutant;
      contaminant; waste, solid or hazardous; any petroleum product; polychlorinated
      biphenyls; asbestos and asbestos-containing material; and includes substances
      defined as "hazardous substances" in the Comprehensive Environmental Response
      Compensation and Liability Act of 1980, as amended, 42 U.S.C. Sec. 9601, et
      seq.




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**“Incentive
      Criteria”** means the
      Scorecard Incentive Criteria, Target Construction Cost, and any other criteria
      which adjusts Contractor’s Fee as provided in Exhibit
      5.1 .




**“Interim
      Lien and Claim Waiver”** means
      the waiver
      and release provided to FirstEnergy by Contractor and Subcontractors, in
      accordance with the requirements of Section
      5.2(C) ,
      which shall be in
      the form of Exhibit
      5.2(C)




**“Liquidated
      Damages”** means
      Performance
      Liquidated Damages and Schedule Liquidated Damages.




**“Losses”** mean
      all losses,
      costs, damages, claims, liabilities, fines, penalties, and expenses (including
      attorneys’ and other professional fees and expenses, and court costs, incurred
      in connection with the investigation, defense, and settlement of any claim
      asserted against any Party).




**‘‘Materials”** means
      all materials
      and equipment required for the completion of and incorporation into the
      Project.




**“Mechanical
      Completion”** has
      the meaning set
      forth in Section
      6.2(A) .




**“Monthly
      Progress Reports”** has the meaning
      set forth in Section
      3.10(A) .




**“Notice
      to
      Proceed”** means, for any
      Subproject, a written notice to fully proceed with all work on a Subproject,
      or
      with that portion of the Subproject identified in such notice, that is agreed
      to
      and signed by FirstEnergy and Contractor.




**“NSR
      Consent Decree”** means the Consent
      Decree, dated March 18, 2005, issued in *United
      States
      of America, et al. v. Ohio Edison Company and Pennsylvania Power
      Company,* Civil Action No:
      2:99-CV-1181 (U.S. District Court, SD Ohio), accessible at:
      www.epa.gov/compliance/resources/cases/civil/caa/ohioedison.html.




**“OEM”** means an original
      equipment manufacturer providing major process equipment for a
      Subproject.




**“Party”** or **“Parties”** means FirstEnergy
      and/or Contractor and their permitted successors and assigns.




**“Performance
      Guarantee(s)”** means the
      guarantees identified in Exhibit 7.2 .




**“Performance
      Liquidated Damages”** has the meaning
      set forth in Section 7.2 .




**“Performance
      Tests”** means those tests
      required to be performed to ensure that the Project meets the Performance
      Guarantee(s), as mutually determined by the Parties during the Development
      Phase.




**“Permit”** means any valid
      waiver, certificate, license, exemption, variance, franchise, permit,
      authorization or similar order from any Governmental Authority required to
      be
      obtained and maintained in connection with the Site or otherwise in relation
      to
      the Project.




**“Person”** means any
      individual, company, joint venture, corporation, partnership, association,
      joint
      stock company, limited liability company, trust, estate, unincorporated
      organization, Governmental Authority or other entity having legal
      capacity.




**“Professional
      Services”** means the
      engineering, design, procurement, and non-manual construction management
      services performed or to be performed by Contractor under this
      Agreement.




**“Project”** means all
      services, labor, Materials, apparatus, structures, supplies, Data, engineering,
      design, fabrication, delivery, inspection, and testing, together with
      miscellaneous expendable job supplies, installation-related equipment and tools,
      and any other services, work or things furnished or used or required to be
      furnished or used, by Contractor in the performance of this Agreement, and
      including any work performed pursuant to a Warranty. The term “Project” shall
      refer to the work to be performed in any Subproject only when and to the extent
      that Contractor has been authorized to perform work on a Subproject during
      the
      Development Phase, and only when and to the extent that Contractor has been
      authorized by receipt of a Notice to Proceed with respect to such
      Subproject.




**“Project
      Execution Plan”** means a
      description of processes for implementation of a Subproject, as described in Attachment
      A and in Article
      3 .




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**“Project
      Schedule”** means the schedule
      of the dates for certain stages of completion of the Subproject, such as the
      Scheduled Mechanical Completion Dates and the Guaranteed Final Completion Dates,
      as mutually determined by the Parties during the Development Phase, and which
      Contractor shall, at a minimum, use its best efforts to ensure, meets the
      requirements of Ohio Edison Company and Pennsylvania Power Company under the
      NSR
      Consent Decree.




**“Recovery
      Schedule”** has the meaning
      set forth in Section 9.3 .




**“Reliability
      Standard”** has the meaning
      set forth in Exhibit 7.2




**“Response
      Period”** has the meaning
      set forth in Section 13.2(C) .




**“Schedule
      Liquidated Damages”** has the meaning
      set forth in Section
      6.5 .




**“Scheduled
      Mechanical Completion Date”** for each
      Subproject shall mean the date by which Contractor is scheduled to achieve
      Mechanical Completion of the Subproject , as set forth in the Project Schedule
      to be delivered pursuant to Section
      6.4 .




**“Site”** means
      FirstEnergy’s W.H. Sammis electric generation facility located in Stratton,
      Ohio, and all other locations owned and exclusively operated by FirstEnergy
      or
      its Affiliates at which the Project or any Subproject is to be performed or
      to
      which Materials are to be delivered.




**“Specifications”** mean those
      preliminary documents consisting of the written requirements for Materials,
      standards, and workmanship for the Project and performance of related services.
      Upon approval by FirstEnergy pursuant to Section 3.3(C) ,
      such
      Specifications shall form a part of the Agreement.




**“Subcontract”** means an agreement
      by Contractor with a Subcontractor or by a Subcontractor with a lower tier
      Subcontractor for the performance of any portion of the Project.




**“Subcontractor”** means any vendor,
      subcontractor, materialman or supplier of any tier engaged by Contractor, or
      any
      higher-tier Subcontractor in connection with the performance of the Project,
      including BAPC Ohio, the entity to which all required engineering and design
      work will be subcontracted. The term “Subcontractor” shall not include any FE
      Vendor.




**“Subproject”** means a portion of
      the Project as more fully described in Section
      3.1(A) .




**“Target
      Construction Cost”** has the meaning
      set forth in Exhibit
      5.1




**“Taxes”** means any and all
      taxes, assessments, levies, duties, fees, charges and withholdings of any kind
      or nature whatsoever and howsoever described, including gross receipts,
      franchise, sales, use, value added, property, excise, capital, stamp, transfer,
      employment, occupation, generation, privilege, utility, regulatory, energy,
      consumption, lease, filing, recording and activity taxes, levies, duties, fees,
      charges, imposts and withholding, together with any and all penalties, interest
      and additions thereto, but excluding any taxes on the incomes of the
      Parties.




**“Third
      Party”** means employees of
      Contractor Indemnified Parties and the FirstEnergy Indemnified Parties, acting
      in their individual or personal capacity and subject to the foregoing, parties
      other than Contractor, FirstEnergy, and their respective Affiliates, successors
      and assigns.




**“Updated
      Critical Path Schedule”** has the meaning
      given it in Section 6.4(C) .




**“Vendor
      Termination Costs”** has the meaning
      set forth in Section
      12.6




**“Warranty”** has the meaning
      set forth in Section
      13.1 .




**“Warranty
      Non-Conformance”** has the meaning
      set forth in Section
      13.2(B) .




**“Warranty
      Period”** has
      the meaning set
      forth in Section
      13.1 .




**“Work
      Scope”** means the work
      scope mutually determined by the Parties during the Development Phase, which
      will include the matters described generally in Attachment
      A and such other matters as are mutually agreed by the Parties.




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**“Wrap
      Arrangement”** has the meaning
      set forth in Section
      3.1(B) .




1.2  Entire
      Agreement; Modification .
      The terms and
      conditions set forth in these General Terms and Conditions for Engineering,
      Procurement, and Construction (including all exhibits and schedules attached
      hereto), together with the Purchase Order to be delivered by FirstEnergy,
      FirstEnergy’s Requirements, and the Drawings and Specifications approved by
      FirstEnergy pursuant to Section 3.3(C) ,
      in each case as
      they may be amended and supplemented from time to time, shall constitute the
      entire agreement between FirstEnergy and the Contractor with respect to the
      performance of the Project (the **“Agreement”** ),
      and supersedes
      any and all other prior understandings, correspondence and agreements, oral
      or
      written, between them. This Agreement may not be altered, amended, or modified
      in any way except by a written modification signed by all Parties.




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)  the
      Purchase Order
      to be issued by FirstEnergy;




(B)  these
      General Terms
      and Conditions;




(C)  FirstEnergy’s
      Requirements;




(D)  the
      Drawings and
      Specifications;




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




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.






**ARTICLE
      2 -
      RELATIONSHIP OF FIRSTENERGY, CONTRACTOR, AND
      SUBCONTRACTORS**




2.1  Status
      of
      Contractor .
      The relationship
      of Contractor to FirstEnergy shall be that of an independent contractor. Except
      to the extent set forth in this Agreement, nothing herein shall be interpreted
      to create a master-servant or principal-agent relationship between Contractor
      or
      any of its Subcontractors and FirstEnergy. Nevertheless, the fact that
      Contractor is an independent contractor does not relieve it from its
      responsibility to fully, completely, timely and safely perform the work in
      strict compliance with this Agreement. Nothing in this Agreement or in the
      performance of the Project shall be construed to create a partnership, joint
      venture or other joint business arrangement between FirstEnergy and
      Contractor.




2.2  Subcontractors .
      FirstEnergy
      acknowledges and agrees that Contractor intends to have portions of the Project
      accomplished by Subcontractors pursuant to written Subcontracts between
      Contractor and such Subcontractors. All Subcontractors shall be reputable,
      qualified firms with an established record of successful performance in their
      respective trades performing identical or substantially similar work. All
      Subcontracts with Subcontractors shall at all times be consistent with the
      terms
      or provisions of this Agreement. No Subcontractor is intended to be or shall
      be
      deemed a third-party beneficiary of this Agreement. Contractor shall be fully
      responsible to FirstEnergy for the acts and omissions of Subcontractors and
      of
      persons directly or indirectly employed by them, as it is for the acts or
      omissions of persons directly employed by Contractor. The work of any
      Subcontractor shall be subject to inspection by FirstEnergy to the same extent
      as the work of Contractor. All Subcontractors and personnel of Subcontractors
      are to be instructed in the terms and requirements of FirstEnergy-approved
      safety and environmental protection regulations and shall be expected to comply
      with such regulations. In the event that personnel are not adhering to such
      regulations, then they shall be removed by Contractor. Nothing contained herein
      shall (i) create any contractual relationship between any Subcontractor
      and
      FirstEnergy, or (ii) obligate FirstEnergy to pay or see to the payment
      of
      any Subcontractor.




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2.3  Subcontracts .




(A)  Proposed
      Subcontractors .
      Prior to engaging
      any Subcontractor (other than any Contractor Affiliate) for performance of
      any
      part of the Project having an aggregate value in excess of [$ ******],
      Contractor **** shall
      (i) notify FirstEnergy of such proposed Subcontractor as soon as possible
      during the selection process and furnish to FirstEnergy all information
      reasonably requested by FirstEnergy with respect to Contractor’s selection
      criteria (including copies of bid packages furnished to prospective
      Subcontractors and the qualifications of the proposed Subcontractors), and
      (ii) notify FirstEnergy no less than fifteen (15) Business Days prior
      to
      the execution of such Subcontract. FirstEnergy shall have the discretion, not
      to
      be unreasonably exercised, to reject any proposed Subcontractor. Contractor
      shall not enter into any Subcontract with a proposed Subcontractor rejected
      by
      FirstEnergy. FirstEnergy shall undertake in good faith to review the information
      provided by Contractor pursuant to this Section
      2.3(A) expeditiously and
      shall notify Contractor of its decision to accept or reject a proposed
      Subcontractor as soon as practicable after such decision is made, provided,
      in
      the event that FirstEnergy does not inform Contractor of its decision to accept
      or reject a Subcontractor within five (5) Business Days, Contractor shall be
      entitled to deem that FirstEnergy has accepted such proposed
      Subcontractor.




(B)  Delivery
      of
      Subcontracts .
      Contractor shall
      furnish FirstEnergy with a copy of all Subcontracts within ten (10) days after
      execution thereof.




(C)  Terms
      of
      Subcontracts .
      In addition to
      the requirements in Section
      2.2 ,
      each Subcontract
      will contain the following provisions:




(1)  the
      Subcontract
      (other than Subcontracts with Affiliates of Contractor) may be assigned to
      FirstEnergy or its designee, at the request of FirstEnergy and without the
      consent of the Subcontractor; and




(2)  the
      Subcontractor
      shall comply with and perform for the benefit of FirstEnergy all requirements
      and obligations of Contractor to FirstEnergy under this Agreement, as such
      requirements and obligations are applicable to the performance of the work
      under
      the Subcontract, including an indemnity for the benefit of FirstEnergy in
      substance the same as that included in Article
      16 ,
      the insurance
      requirements specified in Article
      12 ,
      and the
      provisions of Section
      3.7 .




2.4  FE
      Vendors .
      FirstEnergy may
      elect to obtain certain products or services relating to each Subproject
      directly from an FE Vendor rather than through Contractor or its Subcontractors.
      Contractor will provide construction management and such other management and
      administrative services with respect to FE Vendors as provided herein. However,
      nothing contained herein shall (i) create any contractual relationship between
      any FE Vendor and Contractor, or (ii) obligate Contractor to pay or see to
      the
      payment of any FE Vendor, except as otherwise expressly agreed. No FE Vendor
      is
      intended to be or shall be deemed a third-party beneficiary of this Agreement.
      FirstEnergy shall use best efforts to include in its contracts with FE Vendors
      (or in the case that Contractor performs any work pursuant to this Agreement
      other than in respect of the Work Scope as contemplated in Exhibit
      5.1 ,
      in any contracts
      with any other FirstEnergy contractor if such Contractor work has any physical
      or technical interfaces with such other FirstEnergy contractor’s work) a waiver
      of subrogation, indemnity, and waiver and release of consequential damages
      for
      the benefit of Contractor, and shall use reasonable commercial efforts to
      include in such contracts a waiver of property damage liability for the benefit
      of Contractor.




2.5  Bechtel
      Associates Professional Corporation (Ohio) .
      As required by
      applicable Ohio law(s), Contractor intends to subcontract engineering and design
      services performed under this Agreement to BAPC Ohio. With respect to all
      services performed by BAPC Ohio, Contractor agrees that FirstEnergy shall have
      all rights in and to such services as though such services were performed
      directly by Contractor (including the rights described in Article
      11 ).
      Contractor shall
      guaranty and be fully responsible to FirstEnergy for the acts and omissions
      of
      BAPC Ohio and of persons directly or indirectly employed by them, as it is
      for
      the acts or omissions of persons directly employed by Contractor, and
      FirstEnergy agrees that it shall look solely and exclusively to Contractor
      for
      fulfillment of any obligations in respect of such services. Contractor shall
      cause BAPC Ohio to perform, for the benefit of FirstEnergy, all of the
      obligations of Contractor under this Agreement that are applicable to the scope
      services provided by BAPC Ohio. Any Subcontract with BAPC Ohio shall be subject
      to approval by FirstEnergy.




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Article
      3 -
      Contractor’s Responsibilities




3.1  General
      Scope of
      Project; Phased Release of Project .




(A)  The
      Project tasks
      are described generally in Attachment
      A .
      The Project will be divided into a number of Subprojects, with each Subproject
      made up of an Air Quality Control system applied to one or more Generating
      Units. FirstEnergy, at its option, may proceed with any, all, or none of the
      Subprojects.




(B)  Development
      Phase .
      During the
      Development Phase of each Subproject, Contractor shall perform engineering,
      design, and development of the Subproject in accordance with Attachment
      A and in consultation with FirstEnergy. The Parties will mutually determine the
      scope of the Subproject, the Work Scope, and other parameters of the Subproject,
      the Target Construction Cost, the Project Schedule, and the Project Execution
      Plan, and will perform the other tasks described generally in this Agreement
      and
      in Attachment
      A . During the
      Development Phase of each Subproject, the Parties will mutually determine
      whether Contractor will contract with and assume responsibility for OEMs as
      a
      Subcontractor (a **“Wrap
      Arrangement”** ),
      or whether
      FirstEnergy will contract with major equipment vendors as an FE Vendor (an **“FE
      Vendor
      Arrangement”** ).
      Except as
      otherwise agreed, the Parties anticipate that the AQC Units associated with
      Generating Units 1 through 4 of the Sammis Plant will be performed as FE Vendor
      Arrangements. With respect to the AQC Units associated with Generating Units
      5,
      6, and 7 of the Sammis Plant, FirstEnergy, at its sole discretion, will
      determine whether the Subproject will be performed as an FE Vendor Arrangement
      or as a Wrap Arrangement. Except as otherwise mutually agreed, if the AQC Units
      associated with Generating Units 5, 6, and 7 are performed as Wrap Arrangements,
      then all such AQC Units will be treated together as a single Subproject.
      Further, to the extent that FirstEnergy elects to utilize Powerspan ECO
      technology with respect to a Wrap Arrangement, the Parties agree that the terms
      and conditions in this Agreement relating to such Wrap Arrangement shall be
      adjusted in a mutually agreeable manner to reflect that: (A) Contractor shall
      not be responsible for, among other things, (1) any Performance Liquidated
      Damages relating to the actual performance of the Powerspan ECO technology,
      or
      (2) any intellectual property indemnity obligations relating to the Powerspan
      ECO technology, (B) Schedule Liquidated Damages shall be applicable to
      achievement of Mechanical Completion after the Scheduled Mechanical Completion
      Date (instead of the achievement of Final Completion after the Guaranteed Final
      Completion Date), and (C) Contractor shall be entitled to a Change Order related
      to any changes in project scope to the Subproject related to the Powerspan
      ECO
      technology. Contractor may perform preliminary procurement or construction
      work
      prior to the Commencement Date under a partial Notice to Proceed. To the extent that
      FirstEnergy desires to utilize this Agreement in connection with any Subproject
      to be performed at a Site other than the W.H. Sammis facility, the Parties
      agree
      that it is their mutual anticipation that such Subprojects will be performed
      as
      part of this Agreement (subject to negotiation of and mutual agreement to
      site-specific changes hereto).




(C)  Construction
      Phase .
      After the
      Commencement Date of each Subproject, Contractor shall perform construction
      management, procurement, engineering, design, construction, startup, testing,
      and operations training for the Subproject in accordance with the Work Scope
      and
      the Project Execution Plan, in compliance with the Project Schedule and in
      consultation with FirstEnergy.




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(D)  The
      Project shall
      include all engineering, procurement, construction, and testing of the Project,
      all equipment, Materials, labor, workmanship, apparatus, structures, inspection,
      manufacture, delivery, fabrications, transportation, and storage required in
      connection therewith, and all other items or tasks that are required to achieve
      Final Completion and Final Document Delivery for the individual Subprojects
      in
      accordance with the requirements of this Agreement. Contractor shall perform
      the
      Project in accordance with Good Practices, all Applicable Laws, all Applicable
      Codes and Standards, and all other terms and provisions of this Agreement.
      It is
      understood and agreed that the Project shall include any incidental work
      necessary to complete the Project in accordance with Good Practices, Applicable
      Law, Applicable Codes and Standards, and all other terms and provisions of
      this
      Agreement. Contractor shall be entitled to rely on only such items of
      information supplied by FirstEnergy as the Parties have mutually specified
      in
      the project design basis document during the Development Phase (the **“FirstEnergy
      Reliable Information”** ).
      Contractor’s
      Project Manager shall inform FirstEnergy if he learns of any inaccuracy, error,
      fault, or other defect in the FirstEnergy Reliable Information.




3.2  Specific
      Obligations .
      Without limiting
      the generality of Section 3.1 ,
      or the
      requirements of any other provision of this Agreement, Contractor
      shall:




(A)  Procure,
      supply,
      transport, handle, and properly store and install all Materials, except where
      the Parties have agreed that FirstEnergy or its agents, subcontractors, or
      vendors will perform such services ;




(B)  Provide
      construction, construction management (including the furnishing of all field
      supplies, tools, construction equipment, and all Site supervision and Craft
      Labor), inspection and quality control services required to ensure that the
      Project is performed in accordance herewith;




(C)  Negotiate
      all
      guarantees, warranties, delivery schedules and performance requirements
      (including schedule guarantees and performance guarantees) with all
      Subcontractors and FE Vendors on terms that are consistent with this Agreement,
      to the extent achievable;




(D)  Perform
      shop and
      other inspections of the work of Subcontractors and FE Vendors to ensure that
      such work meets all of the relevant requirements of this Agreement;




(E)  Contractor
      shall
      use reasonable commercial efforts to achieve FirstEnergy’s corporate supplier
      sourcing goals in awarding Subcontracts under the Project. By way of example,
      FirstEnergy’s corporate supplier sourcing goals for 2005 are as
      follows:




(1)  Small
      business
      spend > or = 20.00%




(2)  Small
      disadvantaged
      business spend > or = 3.00%




(3)  Small
      woman owned
      business spend > or = 3.00%




(4)  HUBZone
      Business
      spend > or = 0.27%




(5)  Veteran
      owned
      business spend > or = 0.04%




(6)  Service
      disabled
      veteran business spend> or = 0.0013%




3.3  Design
      and
      Engineering .




(A)  General .
      Contractor shall,
      as part of the Project, perform all design and engineering work in accordance
      with this Agreement. Before commencing design and engineering, the Contractor
      shall satisfy itself regarding FirstEnergy’s Requirements (including design
      criteria and calculations). Contractor’s Project Manager shall give notice to
      FirstEnergy of any error, fault or other defect in FirstEnergy’s Requirements of
      which he becomes aware.




(B)  Drawings
      and
      Specifications .
      Contractor shall
      prepare the Drawings and Specifications for the Project. The Drawings and
      Specifications shall be based on the requirements of this Agreement, including
      FirstEnergy’s Requirements, Good Practices, Applicable Codes and Standards,
      Applicable Law, and all applicable provisions of the Agreement, and in a fashion
      consistent therewith shall develop in detail the requirements of this
      Agreement.




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(C)  Review
        Process . The Project
        Execution Plan to be developed by the Parties during the Development Phase
        shall
        establish a review process including the following:




(1)  General
      Review .
      During the
      development of the Drawings and Specifications, Contractor shall provide
      FirstEnergy with the opportunity to perform informal reviews of the design
      and
      engineering in progress. The informal reviews may be conducted at Contractor’s
      office located in Frederick, Maryland, or at any of its Subcontractor’s offices.
      The reviews may be of progress prints, computer images, draft documents, working
      calculations, draft specifications or reports, Drawings, Specifications or
      other
      design documents determined by FirstEnergy.




(2)  Submission
      by
      Contractor .
      Contractor shall
      submit copies of the Drawings and Specifications identified in the Project
      Execution Plans or as subsequently requested by FirstEnergy as requiring formal
      review, comment, and approval to FirstEnergy. Each submission of Drawings and
      Specifications shall include a statement that to the best of Contractor’s
      knowledge such Drawings and Specifications comply with Section
      3.3(B) .




(3)  Review
      Periods .
      If Contractor
      submits Drawings and Specifications within the applicable time frame set forth
      in the Project Schedule, FirstEnergy shall have a period of [******] Business
      Days after receipt of such submission to issue written comments, proposed
      changes and/or written approvals or disapprovals of the submission.
      FirstEnergy’s review periods shall be extended by the period of any delay due to
      a Force Majeure Event.




If
      FirstEnergy does not issue any comments, proposed changes or written approvals
      or disapprovals within such time periods, Contractor may proceed with the
      development of such Drawings and Specifications, but FirstEnergy’s lack of
      comments, approval or disapproval, if applicable, shall in no event constitute
      an approval of the matters submitted or bar FirstEnergy from subsequently
      commenting thereon or disapproving thereof; provided, however, Contractor shall
      not proceed with construction until the required Drawings and Specifications
      have been approved in writing by FirstEnergy as set forth in this Section
      3.3(C)(3) .




In
      the event that FirstEnergy disapproves the Drawings or Specifications,
      FirstEnergy shall provide Contractor with a written statement of the reasons
      for
      such rejection, and Contractor shall provide FirstEnergy with revised and
      corrected Drawings and Specifications as soon as possible thereafter; provided
      that Contractor shall not receive any extensions of time to perform any of
      its
      obligations hereunder.




If
      Contractor submits Drawings and Specifications at times other than shown in
      the
      Project Schedule, Contractor shall give FirstEnergy advance notice prior to
      such
      submissions to facilitate schedule adjustments when and if necessary.
      Thereafter, FirstEnergy shall use good faith efforts to provide comments,
      approval and/or disapproval as expeditiously as reasonably practical, and at
      Contractor’s request, FirstEnergy shall state the date by which it believes that
      it will be able to respond to such submission.




FirstEnergy’s
      review or approval of any Drawings and Specifications shall not in any way
      be
      deemed to limit or in any way alter Contractor’s responsibility to perform and
      complete the Project in strict accordance with the requirements of this
      Agreement.




Upon
      FirstEnergy’s
      written approval of the Drawings and Specifications, such Drawings and
      Specifications shall be the Drawings and Specifications that Contractor shall
      use to construct the Project. Upon approval by FirstEnergy, such Drawings and
      Specifications shall form a part of this Agreement.




Additions,
      modifications, or deletions to the Drawings and Specifications shall constitute
      a Change Order only if and to the extent FirstEnergy requests such change
      pursuant to Section
      8.1 ,
      or FirstEnergy is
      notified by Contractor of a request for such Change Order pursuant to Section
      8.2 and
      such Change
      Order is thereafter approved as provided in Article
      8 .




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(D)  Design
      Licenses .
      Contractor shall
      perform all design and engineering services through design professionals
      licensed in accordance with Applicable Law, and all design and engineering
      deliverables shall be stamped by design professionals licensed in accordance
      with Applicable Law. If any design and engineering services are to be performed
      offshore, then FirstEnergy shall have the right to approve such services and
      the
      billing rates applied to such services.




(E)  Other
      Information .
      Contractor shall
      provide all other information and documentation as may be reasonably requested
      by FirstEnergy.




3.4  Contractor’s
      Personnel.




(A)  Key
      Project
      Personnel . Exhibit
      3.4(A) is a list of
      Contractor’s key personnel who will be responsible for supervising the
      performance of Contractor’s services. Contractor shall not remove any such
      personnel from the Project or from any Subproject without FirstEnergy’s prior
      written consent. If any such individual is so removed or otherwise ceases to
      be
      available to the Project or any Subproject for any reason, any replacement
      personnel shall be subject to the prior written approval of FirstEnergy. The
      individuals identified as technical specialists on such Exhibit shall be
      available as needed to support the Subproject.




(B)  Employees .
      Contractor shall
      employ for the Project only persons known to it to be experienced, qualified,
      reliable and trustworthy. At FirstEnergy's request, the credentials of any
      of
      Contractor's employees assigned to perform the Project shall be submitted to
      FirstEnergy in advance of such assignment. Contractor shall require all persons
      performing the Project at FirstEnergy's Site to be trained in and to comply
      with
      Contractor's policies, procedures and directives applicable to activities at
      FirstEnergy's Site, including security, environmental protection, worker health
      and safety, sexual harassment, access, use of controlled substances, and similar
      activities, such policies, procedures and directives to be no less rigorous
      than
      those of FirstEnergy. During the performance of the Project, FirstEnergy may
      object to any Contractor employee who, in FirstEnergy's opinion, does not meet
      these criteria. In such case, Contractor shall immediately replace or remove
      such employee.




(C)  Supervision .
      Contractor and
      its Subcontractors shall be responsible for enforcing strict discipline and
      good
      order among their employees, and shall assume full responsibility for their
      employees’ acts and omissions in and around FirstEnergy’s Site. Contractor’s
      Project Manager shall enforce all environmental protection and worker health
      and
      safety and similar requirements applicable to the Project. Contractor's Project
      Manager shall be thoroughly competent and experienced in the line of work to
      be
      performed. He shall represent the Contractor on the job and have the authority
      to bind the Contractor.




(D)  Substance
      Abuse .
      The Contractor
      shall comply with the FirstEnergy Generation Corp. Substance Abuse Testing
      Program (FE SATP), a copy of which is attached hereto as Exhibit
      3.4(D)




(E)  Labor
      Requirements .
      Contractor and
      its Subcontractors shall comply with the requirements set forth in Exhibit
      3.4(E) with respect to
      labor employed in connection with the Project




3.5  Construction
      Plant, Facilities and Operations .




(A)  On-Site
      Facilities .
      The Contractor
      will, unless otherwise specified, construct and remove all temporary buildings,
      structures, construction plant, change houses, portable lavatories and temporary
      storage buildings required for its own use or that of its Subcontractors, if
      any. The location of such buildings, storage areas for materials and employees'
      parking space, if on FirstEnergy's site, will be designated by FirstEnergy's
      Designated Representative.




Should
      FirstEnergy
      provide (at a location of its choice within reasonable distance of the Project
      area) the water and power source required for performance of the Agreement,
      Contractor shall accept these services at its own risk. However, FirstEnergy
      will diligently pursue restoration of any such services which may be
      interrupted. If such water and power sources shall be provided by FirstEnergy,
      they shall be identified elsewhere in the Project specification. Otherwise,
      Contractor shall be responsible for providing the water and power sources
      necessary for the performance of the Agreement.




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The
      Contractor
      agrees that when any use is to be made by the Contractor or by any of its
      Subcontractors or by any of its or their employees for its or their convenience
      of any equipment, facilities, office space or apparatus (including scaffolds,
      ladders, cranes, derricks, platforms, runways, bridges, floor, tools,
      barricades, or other facilities) which are owned, rented or leased by
      FirstEnergy or FirstEnergy's other contractor(s), or contracted for from other
      contractors, the Contractor shall prior to and during such use satisfy itself
      as
      to the safety of such facilities; and the Contractor, subject at all times
      to
      the provisions and limitations of Article
      16 ,
      hereby assumes
      the entire responsibility and liability for all injuries, claims, damages,
      or
      losses whatsoever resulting from the use of such equipment, facilities, or
      apparatus. Contractor agrees to execute all necessary documents required by
      FirstEnergy or FirstEnergy's other Contractors, to acknowledge inspection of
      such equipment or apparatus prior to use.




(B)  Areas
      of Project
      and Non-Interference with Other Activities on Site .
      The Contractor
      shall use only the area designated by FirstEnergy's Designated Representative,
      and other parts of FirstEnergy's Site shall not be used for any purpose without
      the prior approval of FirstEnergy's Designated Representative. If any part
      of
      the Project is to be performed on an easement or right-of-way held by
      FirstEnergy, the Contractor shall limit its activities to that area and not
      allow its employees or Subcontractors outside such area. The Contractor shall
      direct its employees or employees of its Subcontractors to enter and leave
      the
      premises only through access ways, and to park only in parking areas designated
      by FirstEnergy's Designated Representative.




The
      portion of the
      areas designated that constitutes the construction site shall be under the
      control of the Contractor unless otherwise agreed by the Contractor and
      FirstEnergy's Designated Representative.




The
      Contractor
      shall, to the maximum extent reasonably practicable, so conduct its work so
      as
      to avoid any necessity to curtail the operations of FirstEnergy's Site. Where
      the Project requires connection to or modification of existing facilities,
      FirstEnergy's Designated Representative will arrange for the Contractor to
      perform such work at FirstEnergy's convenience and the Contractor shall at
      all
      times, to the maximum extent reasonably practicable, except when required to
      install such facilities, keep its employees and cause its Subcontractors to
      keep
      their employees out of, off of, and out of contact with FirstEnergy's Site
      and
      facilities.




FirstEnergy
      shall
      provide access to the existing facilities at the times indicated on the Project
      Schedule to allow the Contractor to connect to or make modifications to the
      existing facilities, in accordance with the scope of the Project. The Project
      Schedule completion date and the Target Construction Cost for each Subproject
      shall be subject to equitable adjustment as appropriate in accordance with Article
      8 in the event that such access is not provided.




The
      Contractor
      shall conduct its services so as to minimize interference with other work in
      progress. In case of dispute between the Contractor and other contractors
      engaged by FirstEnergy, the decision of FirstEnergy's Designated Representative
      coordinating the Project shall be final.




The
      Contractor
      shall not, under the terms of this Agreement, permit its employees or the
      employees of any of its Subcontractors to operate the existing FirstEnergy’s
      Site or any of its facilities or to perform maintenance work on the existing
      FirstEnergy’s Site or any of its facilities, except such maintenance work as is
      necessary for construction purposes.




(C)  Access
      to
      Project; Surveillance .
      FirstEnergy shall
      be afforded free access at all reasonable times upon prior notice to the
      Contractor's or any of its Subcontractors’ work, facilities, and records, to
      perform surveillance and reviews of work completion and quality, and contract
      cost and quality records (except with respect to the financial information
      described in the last sentence of Section
      3.7(B)) ,
      and to perform
      work sampling observation and recording surveillance activities. Any such
      surveillance or review performed by FirstEnergy or any failure by FirstEnergy
      to
      so perform shall in no manner reduce the responsibility and liability of
      Contractor or its Subcontractors or excuse them from performance. Access to
      a
      Subcontractor's facilities and records will be coordinated through the
      Contractor.




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(D)  Responsibility
      for Materials and Work Prior to Acceptance .
      The Contractor
      shall receive, check in, unload, store, handle and protect all materials to
      be
      used, furnished or erected by the Contractor or its Subcontractors. Subject
      to Section
      18.4(A) ,
      the property
      being used, furnished and/or erected, installed or constructed under the
      Agreement shall be considered to be in the care, custody and control of the
      Contractor, and the Contractor shall be responsible for all materials and work
      until permanently placed, installed or constructed and accepted by
      FirstEnergy.




The
      Contractor
      shall satisfactorily dispose of all rubbish resulting from the operations under
      this Agreement on a day-to-day basis and upon completion of the Project shall
      perform all work necessary to restore territory embraced within FirstEnergy’s
      Site of its operations to at least as good order and condition as at the
      beginning of the Project under the Agreement.




(E)  Security
      and
      Safety .
      The Contractor’s
      site-specific safety program shall, at a minimum, comply with the FirstEnergy
      Contractor Safety Program for Fossil Generation, a copy of which is attached
      hereto as Exhibit
      3.5(E)-1 The Contractor
      shall take the necessary precautions to render the Project secure in order
      to
      decrease the probability of accident from any cause and to avoid delay in
      completion of the Project. The Contractor shall use proper safety appliances
      and
      provide first aid treatment and ambulance service for emergency treatment of
      injuries and shall comply with all rules, laws, regulations of the United States
      of America, the State of Ohio, or any political subdivision or duly constituted
      Governmental Authority with regard to the safe performance of the Project.
      Contractor shall also comply with the requirements set forth in Exhibit
      3.5(E)-2 (OSHA
      compliance
      and safety).




The
      Contractor
      shall provide temporary fire protection facilities to the extent required by
      FirstEnergy during the construction period. The Contractor may be working
      adjacent to or concurrent with FirstEnergy's operations or other construction
      activities. The Contractor shall maintain close cooperation and flexible working
      arrangements with FirstEnergy in consideration of adjacent structures and work.
      The Contractor shall maintain close cooperation with other contractors working
      at the site.




Upon
      commencing
      work, the Contractor shall establish and maintain sanitary facilities for its
      employees and those of its Subcontractors, to the extent such facilities are
      not
      provided by FirstEnergy and in conformity with local and state regulations.
      The
      Contractor will remove these facilities upon completion of the Agreement and
      clean the site to FirstEnergy's satisfaction.




Contractor
      shall
      maintain adequate project security guards and procedures for the area of any
      work to be performed under a Subproject. Without limiting Contractor’s
      obligations hereunder, FirstEnergy may at its discretion provide a security
      guard at the entrance and exits to the site who shall have the right to check
      all persons entering and leaving the site, check all automobiles, cars and
      trucks and carry out such control of persons and vehicles as deemed
      necessary.




(F)  Sales
      Prohibited .
      The Contractor is
      advised that the sale of anything (i.e. food, beverages, articles of clothing,
      etc.) on FirstEnergy's Site by the Contractor's or Subcontractor's personnel
      is
      strictly prohibited.




(G)  Arrival
      and
      Departure of Contractor's Tools, Equipment, and Materials .




(1)  Mobilization :




The
      Contractor
      shall provide the necessary resources to receive all material or equipment
      the
      Contractor or Subcontractors have shipped to FirstEnergy’s Site.




The
      Contractor
      shall be responsible for providing FirstEnergy's Designated Representative
      with
      the detailed packing lists of all tools, equipment, and materials the Contractor
      is bringing onto the jobsite. The list(s) shall have been provided to
      FirstEnergy’s Designated Representative prior to the time the shipment of such
      tools, equipment, and materials arrive at the site. Contractor shall, where
      known, identify the specific Subproject associated therewith and itemize such
      tools, equipment, and/or materials on separate forms.




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(2)  Demobilization




The
      Contractor
      shall provide to FirstEnergy proper verification of ownership of all tools,
      equipment, and materials being removed from the jobsite at anytime.




The
      Contractor
      shall prepare and submit new forms (not marked up original forms used to bring
      the tools, equipment, and materials onto the jobsite) itemizing the tools,
      equipment, and materials leaving the jobsite for each individual
      shipment.




The
      forms shall be
      signed by the Contractor's Project Manager or his designee signifying that
      everything listed on the form(s) as being removed from the jobsite is the
      property of the Contractor.




The
      Contractor
      shall prepare sufficient copies of the forms to provide at minimum one copy
      for
      FirstEnergy's Designated Representative and one copy to be left with the
      security guard when leaving the jobsite.




The
      Contractor
      shall be responsible for providing at least a minimum 24 hour notification
      of
      the tools, equipment, and materials that are being readied for shipment off
      the
      jobsite.




The
      Contractor
      shall, prior to beginning to pack and load tools, equipment, and materials
      for
      shipment off the jobsite, contact FirstEnergy's Designated Representative to
      determine if FirstEnergy desires to be present to monitor the packing and
      loading process. Should the Contractor fail to notify FirstEnergy's Designated
      Representative prior to packing and loading any shipment, thus resulting in
      FirstEnergy's inability to verify the tools, equipment, and materials being
      shipped, all costs to redo the entire loading process from the beginning will
      be
      to the Contractor's account.




FirstEnergy
      retains
      the sole option to perform a total or partial ownership verification audit
      of
      all Contractors' shipments leaving the jobsite.




(H)  Radio
      Equipment .
      The Contractor
      shall not use any two-way radios or radio controlled equipment in the
      performance of work covered in this Agreement unless:




(1)  The
      Contractor
      shall notify FirstEnergy, in writing, listing all such frequencies proposed,
      their effective radiated power (ERP) and dBm, and, in the situation of radio
      controlled equipment, the receiver sensitivity, selectivity and
      coding.




(2)  FirstEnergy
      has
      received a copy of the current FCC authorization/license document covering
      the
      radio frequencies for which the Contractor has been granted by the FCC an
      authorization/license. The Contractor shall also notify FirstEnergy as to the
      location of the original document, who in the Contractor’s organization is
      responsible for its renewal and equipment maintenance and whereon the jobsite
      the document or copy thereof will be posted.




3.6  Certificates,
      Permits and Licenses .
      Except as
      otherwise expressly agreed in writing, Contractor shall obtain all Permits
      which
      are required to be obtained in Contractor’s own name to perform the Project.
      Contractor shall provide FirstEnergy with copies of such Permits as soon as
      they
      are obtained. Contractor shall provide information, assistance and documentation
      to FirstEnergy as reasonably requested in connection with any Permits to be
      obtained by FirstEnergy.




3.7  Books,
      Records
      and Audits .




(A)  Contractor
      shall
      keep such full and detailed Project records including books, construction logs,
      records, daily reports, accounts, payroll records and other pertinent documents
      as may be necessary for proper financial management under this Agreement and
      as
      required under Applicable Law. Contractor shall maintain all such books and
      records in accordance with applicable generally accepted accounting principles.
      Contractor shall also retain all non-identical copies of all records and
      documents (including records and documents in electronic form) as are required
      to be retained under the NSR Consent Decree. The Parties shall determine a
      records retention protocol during the Development Phase. Contractor shall grant
      FirstEnergy such access to such records as is required for FirstEnergy to comply
      with the NSR Consent Decree.




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(B)  With
      respect to
      each Subproject, upon reasonable notice during the [******] year period
      following Final Completion, FirstEnergy or its designee shall have the right
      to
      audit or to have audited the Project books and records of Contractor which
      relate to any work under this Agreement. When requested by FirstEnergy,
      Contractor shall provide the auditors with reasonable access to all personnel
      relevant to the audit, property, and records, and Contractor’s personnel shall
      cooperate with the auditors to effectuate the audit or audits hereunder. The
      auditors shall have the right to copy any and all documentation relating to
      performance of cost reimbursable work under this Agreement. Contractor shall
      pay
      for all reasonable internal costs (except personnel assigned to any Subproject)
      incurred by it in assisting FirstEnergy with one yearly audit performed pursuant
      to this Section
      3.7 .
      For audits
      performed more frequently than yearly during the foregoing period, FirstEnergy
      shall pay for such Contractor reasonable internal costs, except in the event
      that such audits discover any errors in Contractor’s billing during such period.
      Contractor shall include audit provisions identical to this Section
      3.7 in all
      Subcontracts. FirstEnergy shall have no right to examine, audit, or evaluate
      the
      basis underlying any hourly rates of Contractor professional labor or other
      fixed elements of compensation agreed to in the rate sheets included in Exhibit
      5.1 .




3.8  Hazardous
      Substances .




(A)  Use
      of Hazardous
      Substances by Contractor .
      Contractor, any
      Subcontractor or its or their personnel, agents or representatives may only
      bring onto, use, store or locate on the Site such Hazardous Substances as are
      necessary for the performance of the Project. If such Hazardous Substances
      are
      brought onto, used, stored or located on the Site by Contractor or any
      Subcontractor or its or their personnel, agents or representatives, Contractor
      shall exercise or cause to be exercised the utmost care and skill and shall
      carry on its activities under the supervision of properly qualified personnel
      in
      accordance with Applicable Law. Before Final Completion of each Subproject,
      Contractor shall (i) remove all such Hazardous Substances previously
      brought onto, stored, used or located on the Site by Contractor or the
      Subcontractors in connection with the delivery, installation, commissioning,
      characterization or testing of such work (unless the same have been permanently
      incorporated into the Project in accordance with Applicable Law); and
      (ii) certify that removal in writing to FirstEnergy.




(B)  Assumption
      of
      Risk .
      Contractor shall
      retain and assume the risk of all Hazardous Substances brought onto, used,
      stored or located on the Site and under the control of Contractor or a
      Subcontractor or its or their personnel, agents or representatives, and shall
      be
      responsible, at its sole cost, for the proper handling, collection, storage,
      removal, use, clean-up, transportation and disposal of such Hazardous
      Substances.




(C)  Notice
      of
      Presence .
      Contractor shall
      provide FirstEnergy with (i) written notice of the existence of any Hazardous
      Substances which Contractor or the Subcontractors or its or their personnel,
      agents or representatives bring onto the Site; and (ii) appropriate instructions
      for shipping, handling, exposure to and disposal of such Hazardous Substances,
      as required by Applicable Law.




(D)  Compliance
      with
      Applicable Law .
      Contractor or the
      Subcontractors or its or their personnel, agents or representatives shall not
      introduce or release or allow to be introduced or released from the Site or
      handle, collect, remove, transport or dispose of Hazardous Substances in
      violation of Applicable Law.




(E)  Other
      Environmental Compliance Requirements .
      Contractor and
      its Subcontractors shall comply with the requirements set forth in Exhibit
      3.8(E)-1 (Asbestos Handling
      and Removal ), Exhibit
      3.8(E)-2 (Inorganic
      Arsenic), and Exhibit
      3.8(E)-3 (Lead Abatement
      Terms of Reimbursement) in connection with the Project.




(F)  Pre-existing
      Hazardous Substances .
      Contractor shall
      not be responsible or liable for dealing with, handling or disposing of
      Hazardous Substances which are pre-existing at, under, above, on or adjacent
      to
      the Site. If, in the course of performance of the Project, the Contractor
      encounters on the Site any matter which it reasonably believes is a Hazardous
      Substance, the Contractor shall immediately suspend the work in the area
      affected and report the condition to FirstEnergy in writing. In any such event,
      the obligations and duties of the Parties hereto shall be as follows:




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(1)  If
      it is determined
      that such condition involves a pre-existing Hazardous Substance, then any
      required, necessary or appropriate remedial actions shall be performed by
      FirstEnergy at its sole cost and expense;




(2)  If
      it is determined
      that such condition involves a Hazardous Substance introduced to the Project
      Site after the date of this Agreement by the Contractor, its Subcontractors
      or
      any Person for whom either may be liable, then any required, necessary or
      appropriate remedial actions shall be performed by the Contractor at its sole
      cost and expense; or




(3)  If
      it is determined
      that the condition does not involve a Hazardous Substance, the Contractor shall,
      promptly after receiving written notice from FirstEnergy authorizing the
      Contractor to recommence site activities in the subject area, resume the portion
      of the work that had been suspended.




3.9  Quality
      Control,
      Testing and Inspection .
      The Project
      Execution Plan to be developed by the Parties during the Development Phase
      shall
      establish quality control, testing, and inspection processes including the
      following:




(A)  Contractor
      Responsibility .
      Contractor shall
      be responsible for all quality assurance, quality control, testing and
      inspection activities related to the Project, including all Materials, whether
      such work is performed by Contractor or Subcontractors. During the Development
      Phase, Contractor shall submit to FirstEnergy for its review a project specific
      quality assurance, quality control, testing and inspection plan, but excluding
      tests and inspections relating to Performance Tests. FirstEnergy may review
      and
      comment on, without assuming liability for, such quality assurance, quality
      control, testing and inspection procedures, and Contractor shall make revisions
      in accordance with FirstEnergy’s comments. Contractor’s quality assurance plan
      shall provide for a quality assurance individual or individuals to be present
      at
      the Site to supervise the implementation of the quality assurance, quality
      control, testing and inspection plan, including all such quality assurance
      plan
      requirements as may be described in FirstEnergy’s Requirements. FirstEnergy
      shall be provided reasonable access during normal working hours to Contractor’s
      and the Subcontractors’ facilities for inspection of all testing activities
      related to the Project or any portion thereof and shall be given ten (10)
      Business Days notice prior to the commencement of any such testing to ensure
      that FirstEnergy is able to be present for all such tests. Records of all
      testing and inspection work by Contractor shall be kept complete and available
      to FirstEnergy during the performance of this Agreement and for such longer
      period as may be specified by Contractor’s standard recordkeeping
      practices.




(B)  FirstEnergy
      Rights . **** If
      any work or
      component thereof at the Site has a Warranty Non-Conformance and cannot be
      repaired, Contractor shall dispose of same at no cost to FirstEnergy. If
      Contractor fails to dispose of such work or component on a timely basis, then
      FirstEnergy may dispose of such work or component in a reasonable manner and
      shall be entitled to obtain reimbursement for all reasonable expenses incurred
      by FirstEnergy in the disposition thereof.




3.10  Progress
      Reporting .
      The Project
      Execution Plan to be developed by the Parties during the Development Phase
      shall
      establish a progress reporting process including the following:




(A)  Monthly
      Progress
      Reports .
      On or before the
      fifth Business Day of each month, Contractor shall submit to FirstEnergy, along
      with the Updated Critical Path Schedule, a monthly progress report in a form
      acceptable to FirstEnergy, which shall cover all activities up through the
      23 rd day of the
      preceding month (the **“Monthly
      Progress Report”** ).
      Contractor shall
      provide FirstEnergy with the number of copies of such reports and shall arrange
      for the distribution thereof as FirstEnergy may reasonably request.




(1)  The
      Monthly
      Progress Report shall include the following information:




(i)  an
      executive
      summary with a description of overall status and progress of the Project;




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(ii)  a
      description, as
      compared with the Project Schedule and the Critical Path Schedule, of
      engineering status including actual percentage complete versus planned
      percentage, document status, significant activities accomplished the previous
      month and significant activities planned for the current month;




(iii)  a
      description, as
      compared with the Project Schedule and the Critical Path Schedule, of
      procurement activities including actual percentage complete versus planned
      percentage, manufacturing and delivery status, significant activities
      accomplished the previous month and significant activities planned for the
      current month;




(iv)  a
      description, as
      compared with the Project Schedule and the Critical Path Schedule, of
      construction activities including actual percentage complete versus planned
      percentage, progress summary, numbers of skilled, unskilled, and supervisory
      staff on Site compared to planned levels, significant activities accomplished
      the previous month and significant activities planned for the current month;




(v)  a
      description of
      critical items, including an evaluation of problem areas, and, to the extent
      applicable, of strategies to recovery any delays so as to comply with the
      Project Schedule and the Critical Path Schedule and the expected completion
      date
      for such delayed or problematic areas or activities;




(vi)  a
      description of
      all permitting and environmental issues;




(vii)  a
      description of
      all safety and security issues;




(viii)  a
      description of
      quality assurance, quality control, inspection and testing
      activities;




(ix)  progress
      photos,
      including a description of the photograph and the date taken; and




(x)  any
      other
      information reasonably requested by FirstEnergy, including any material
      information of which Contractor is aware that could reasonably be foreseen
      to
      adversely affect the performance of the Project.




(B)  Other
      Contractor
      Provided Information .
      Contractor shall
      provide FirstEnergy with such other information as reasonably requested by
      FirstEnergy, including the following:




(1)  Minutes
      for all
      status and other project meetings within five (5) Business Days following such
      meeting; and




(2)  Safety
      incident
      reports within three (3) Business Days of the occurrence of any such incident.




(3)  Progress
      reports at
      such other intervals as may be requested by FirstEnergy.




(C)  Review
      Meetings .
      Contractor shall
      conduct review meetings with FirstEnergy in person (or if approved by
      FirstEnergy, by telephone) within five (5) Business Days after the submission
      of
      each Monthly Progress Report and Updated Critical Path Schedule and at such
      other intervals as may be requested by FirstEnergy, at a mutually agreeable
      location and time to review the status of the Project.




(D)  Additional
      Reports .
      If any material
      problem, emergency, strike, injury, work stoppage or legal problem is
      anticipated, or any unanticipated event occurs, that might adversely affect
      Contractor’s ability to perform its obligations hereunder in a timely manner, in
      addition to other reports, notices and actions required hereunder, Contractor
      shall promptly prepare a written report detailing available information and
      steps being taken or taken to correct such problem or event and shall deliver
      such report to FirstEnergy as soon as reasonably practicable. FirstEnergy may
      at
      any time request such report with respect to any event that FirstEnergy
      reasonably regards as significant.




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3.11  NSR
      Consent
      Decree .
      Per the
      disclosure requirements of the NSR Consent Decree, Contractor acknowledges
      that
      it has received a copy of the NSR Consent Decree, and shall provide a copy
      of
      the NSR Consent Decree to all Subcontractors and any other company or other
      organization retained by Contractor to perform any of the work under this
      Agreement.




3.12  FirstEnergy’s
      Review and Approvals .
      FirstEnergy’s
      review or approval of, or right to review and approve, any work provided or
      performed by Contractor and its Subcontractors under this Agreement (including
      approval of Drawings and Specifications, Subcontractors, safety and
      environmental protection guidelines, quality assurance, quality control, testing
      and inspection procedures) shall not in any way be deemed to limit or in any
      way
      alter Contractor’s responsibility to perform and complete the Project in strict
      accordance with the requirements of this Agreement, or Contractor’s obligations
      under Article
      13 (Warranty).






**ARTICLE
      4 -
      FIRSTENERGY’S RESPONSIBILITIES**




FirstEnergy
      shall
      comply with the following provisions in a timely manner:




4.1  Payment .
      FirstEnergy shall
      timely pay the Contract Price required to be paid by it to Contractor pursuant
      to the terms of this Agreement, and in accordance with the provisions of Article
      5 hereof.




4.2  Permits .
      FirstEnergy shall
      provide Contractor with copies of all Permits obtained by FirstEnergy related
      to
      the Project as soon as they are obtained. FirstEnergy shall provide information,
      assistance and documentation to Contractor as reasonably requested in connection
      with the Permits to be obtained by Contractor hereunder.




4.3  Access
      to the
      Site .
      FirstEnergy shall
      provide Contractor with reasonable access to the Site within the time (or times)
      stated in the Project Schedule. Such access shall be sufficient to permit
      Contractor to progress with construction on a continuous basis without
      substantial interruption or interference.




4.4  Other
      Responsibilities .
      FirstEnergy shall
      perform or cause to be performed any obligation of FirstEnergy explicitly
      provided in the Agreement.






**ARTICLE
      5 -
      PRICE; PAYMENTS TO CONTRACTOR**




5.1  Price . FirstEnergy will
      compensate Contractor in the manner and at the times specified in Exhibit
      5.1 .
      FirstEnergy may
      request different pricing arrangements for any Subproject, but subject to the
      consent and agreement of Contractor.




5.2  Interim
      Payments .




(A)  Invoices .




(1)  With
      respect to
      each Subproject, Contractor shall submit to FirstEnergy invoices for payments
      due as provided in Exhibit
      5.1 .
      An invoice shall
      constitute a representation by Contractor, and Contractor shall provide to
      FirstEnergy and such other Persons as FirstEnergy may designate a certificate
      to
      the effect, that: (a) the Subproject is progressing in accordance with the
      Project Schedule and the Critical Path Schedule, or shall specify any reasons
      why such is not the case; (b) the quality of all work described in the
      invoice is in accordance with the terms of this Agreement, or shall specify
      any
      reasons why such is not the case; (c) Contractor is entitled to payment
      of
      the amount invoiced; (d) the work (or any portion thereof) described
      in the
      statement accompanying the invoice and all previous invoices are free and clear
      of all liens, security interests and encumbrances; and (e) all
      Subcontractors have been paid the monies due and payable to them for work
      performed (except for such amounts as may be disputed in good faith by
      Contractor).




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(2)  Invoices
      shall be
      submitted to FirstEnergy’s Designated Representative for approval and payment.
      The elements of all amounts invoiced shall be shown separately, by applicable
      line items, and shall be classified or further broken down as FirstEnergy may
      require for accounting and payment purposes. Any disputed invoice or portion
      thereof need not be paid, but in such case, FirstEnergy shall promptly notify
      Contractor of any rejected invoice or portion thereof with reasons for such
      rejection. Specific details of the invoicing process are as
      follows:




(i)  By
      the [******] of
      the month in advance of the cost being incurred, Contractor will electronically
      submit two payment requests to FirstEnergy. The first payment request will
      be
      equal to [******}% of the estimated sum of all reimbursable costs that
      Contractor anticipates billing to FirstEnergy for the month the cost will be
      incurred, adjusted by an amount equal to the difference (deficiency or excess)
      between the payments received for the month preceding the date of invoice and
      the actual costs incurred for such preceding month; adding the amount of the
      deficiency or subtracting the amount of the excess. The second payment request
      will be equal to [******]% of the estimated sum of all reimbursable costs that
      Contractor anticipates billing to FirstEnergy for the month the costs are
      incurred.




(ii)  FirstEnergy
      will
      electronically transfer funds on a date that will allow Contractor to receive
      payment for the first payment request by the [******] day of the month in
      advance of the cost being incurred and the second payment request by the
      [******] day of the month the cost will be incurred.




(iii)  As
      soon as
      practical after the close of each monthly accounting period, Contractor will
      electronically submit to FirstEnergy a Statement of Reimbursable Cost for the
      accounting period just ended. Contractor will make its best efforts to issue
      this statement on or prior to the [******] day of the following month. The
      statement will be supported by a schedule of charges, together with any
      supporting records, invoice copies, payroll abstracts and/or other documentation
      that FirstEnergy reasonably requires. Along with each statement, Contractor
      will
      submit a reconciliation of monthly payments and reimbursable costs incurred.
      The
      reconciliation will include monthly payments received and cost incurred for
      the
      latest period and from inception-to-date.




(iv)  FirstEnergy
      will
      not withhold payment of any undisputed amount which is due Contractor beyond
      the
      date payment is due under the Contract.




(v)  Interest
      will be
      accrued and payable to Contractor on undisputed amounts that are due and remain
      unpaid with such accrual to begin [******] days after the payment due date.
      Interest will be due at the rate of the prime rate as specified under the
      caption “Money Rates” in the Wall Street Journal (New York Edition dated the
      date such interest begins to accrue) plus [******]%. The obligation to pay
      interest will be waived during the first [******] billing cycles under the
      first
      Subproject.




(vi)  Fee
      shall be
      calculated in accordance with Exhibit
      5.1 and Fee
      adjustments defined in Exhibit
      5.1(A) .




(vii)  Payment
      of Fees for
      Engineering/Graphics Labor and Other Professional Labor will be paid using
      the
      same methodology used for payment of costs as provided in Sections
      5.2(A)(2)(i) through (vi) .
      Payment of Fees
      for all other amounts will be in accordance with the percentage of Construction
      Progress, as defined in the “Project Status” section of the Fee adjustment sheet
      provided in Exhibit
      5.1-1(A) .




(viii)  Contractor
      will
      certify that all amounts due and payable to all Subcontractors prior to the
      end
      of the period covered by a Monthly Progress Report, unless reasonably disputed,
      have been paid in accordance with the terms of the Subcontracts.




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(3)  Invoice
      charges
      shall be allocated to appropriate accounts, a list of which will be furnished
      by
      FirstEnergy. For work performed by the Contractor under Article
      8 of this Agreement, the charges will be listed by FirstEnergy's Change Order
      documentation number (Field Change Request (FCR) Numbers, Maintenance Work
      Order
      (MWO) Numbers, Extra Work Request (EWR) Numbers, Contracted Services Change
      Order (CSCO) Numbers, etc.) and listed by current month and shall be supported
      by daily time sheets, accurately describing the work being performed, signed
      by
      FirstEnergy's Designated Representative showing the craft, first and last names
      and a unique personal identification number of each worker and each piece of
      equipment employed on the Project. All material charges shall be supported
      by
      the original invoices or other evidence as required by FirstEnergy to
      substantiate the charges submitted.




(B)  Payment .
      Each invoice
      shall, after approval by FirstEnergy, be processed for payment for the amount
      of
      each approved invoice less any monies withheld under Section
      5.4 below. Payments by
      FirstEnergy shall not be deemed evidence of acceptance by FirstEnergy of the
      services or goods called for hereunder.




(C)  Interim
      Lien and
      Claim Waivers .
      Each invoice
      prior to Final Completion of each Subproject shall be accompanied by a fully
      executed Contractor’s Interim Lien and Claim Waiver in the form set forth in Exhibit
      5.2(C) for all work
      performed through the date for which payment is requested, and fully executed
      Interim Lien and Claim Waivers from each Subcontractor (other than with respect
      to Subcontracts with a total payment obligation of less than $500,000) in the
      form set forth in Exhibit
      5.2(C) for all work
      performed through the date for which payment is requested.




5.3  Final
      Payment .
      Upon Final
      Completion of each Subproject, Contractor shall, in addition to the other
      requirements in the Agreement, submit a statement summarizing and reconciling
      all previous invoices, payments and Change Orders, and an affidavit that all
      payrolls, payroll taxes, liens, charges, claims, demands, judgments, security
      interests, bills for Materials, and any other indebtedness connected with the
      Project have been paid, accompanied by a fully executed Contractor’s Final Lien
      and Claim Waiver in the form set forth in Exhibit
      6.3(A) and fully executed
      Final Lien and Claim Waivers from each Subcontractor in the form set forth
      in Exhibit
      6.3(A) .




5.4  Withholding .
      Should
      FirstEnergy in good faith dispute any portion of an invoice, FirstEnergy shall
      be entitled to withhold payment of the disputed portion provided that
      FirstEnergy gives notice to Contractor of such disputed portion, together with
      reasons for such dispute, within the period specified for payment in Section
      5.2(A)(2)(ii) .
      FirstEnergy shall
      also pay the undisputed portion of the invoice within such period. In addition
      to disputed amounts in an invoice, FirstEnergy may withhold payment of all
      or
      any portion of any invoice, in the amount reasonably necessary to protect
      FirstEnergy in the event that: (A) a third party claim has been asserted for
      which Contractor has an indemnity obligation under Section
      16.1 unless Contractor
      is satisfying the obligation; (B) Contractor has failed to make a payment as
      and
      when due to a Subcontractor or supplier for materials, labor or equipment;
      or
      (C) Contractor has failed to supply any affidavit, release or waiver of lien
      which is required pursuant to this Agreement. If any monies are so withheld,
      they shall be paid only when the cause of such withholding has been eliminated.
      Moreover, if any monies are so withheld, FirstEnergy shall not be responsible
      for any interest payment to Contractor. In the event any controversy, claim
      or
      dispute between the Parties relating to non-payment of any disputed amounts,
      including any Change Order, Contractor shall, unless otherwise agreed in writing
      by the Parties or terminated by FirstEnergy pursuant to Article
      15 ,
      continue with the
      Project, and FirstEnergy shall continue to pay all undisputed amounts owed
      to
      Contractor under the Agreement.




5.5  Retainage
      for
      Final Subproject .
      FirstEnergy shall
      be entitled to retain a portion of the Fee payable with respect to the final
      Subproject of the Project, in an amount sufficient to provide for any difference
      between the amount of Fees paid to Contractor during the Project (including
      any
      other Subproject) and the amount finally determined to be due. The retainage
      shall be released upon Final Completion and Final Document Delivery of the
      final
      Subproject of the Project. No interest will be payable by FirstEnergy on the
      amount of the retainage prior to payment thereof. Contractor may provide a
      letter of credit with mutually satisfactory terms, or other payment security
      acceptable to FirstEnergy in lieu of any retainage provided under this Section
      5.5 .




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5.6  Sales
      Tax .




(A)  Direct
      Pay
      Permit .
      A Direct Payment
      Permit authorizing the purchase of tangible personal property without payment
      of
      the tax at the time of purchase has been issued to FirstEnergy Generation Corp.
      The Permit Number for FirstEnergy Generation Corp. is 98-002723. FirstEnergy
      agrees to maintain adequate records of all purchases and pay tax on the taxable
      items directly to the Treasurer of the State of Ohio. The Direct Payment Permit
      does not apply to construction contracts under which the contractor is
      considered to be the consumer and liable for the tax on materials incorporated
      into a structure or improvement as provided in Section 5739.01 (B) Ohio Revised
      Code.




(B)  Tax
      Exempt
      Project - FirstEnergy
      states that the overall Project is defined by Ohio Revised Code § 5709.20 and is
      anticipated to be exempt from Ohio Sales and Use Taxes under Ohio Revised Code
§
      5709.25. All parties to this contract will work together to minimize
      FirstEnergy’s sale and use tax liability by taking the following
      actions:




(1)  Contractor
      - The
      Contractor will register for Ohio sales tax purposes as a vendor, thereby
      gaining the ability to issue Ohio “Resale Exemption Certificates” when
      purchasing items to be incorporated into the “facility”, and sold to
      FirstEnergy.




(2)  Contractor retains
      the sales and use tax liability to report or pay Ohio sales and use
      taxes
      on its purchase, lease or rental of office supplies, construction tools and
      equipment used in performing the work. Taxes required to be paid related
      to
      the foregoing shall be reimbursed as a reimbursable cost pursuant to Section
      5.1 .




(3)  FirstEnergy
      Generation Corp. either has or will apply for an Ohio “Pollution Control
      Facilities” exemption certificate as provided by Ohio Revised Code §
      5709.25.




(4)  In
      the event that
      FirstEnergy is unable to obtain the "pollution control facility" exemption,
      or in the event that Contractor is prohibited by Ohio governmental authorities
      from taking the actions provided in subsection (i) above, FirstEnergy
      acknowledges that Ohio sales and use taxes as it relates to the work
      performed under this Agreement are reimbursable as a reimbursable cost pursuant
      to Section
      5.1(A) .




Any
      questions as to
      the application should be submitted to:




Director,
      Tax
      Planning & Compliance


FirstEnergy
      Corp.


76
      S. Main
      Street


Akron,
      OH
      44308


Phone
      Number: (330)
      384-5256




5.7  No
      Release .
      Final payment
      shall not in any way release Contractor or any surety of Contractor from any
      unperformed obligations of this Agreement, including its warranties,
      obligations, any liabilities for which insurance is required or any other
      responsibility of Contractor. It is expressly understood and agreed to by the
      Parties that nothing in this Article
      5 shall in any way modify or alter Contractor’s obligations under this
      Agreement.






**ARTICLE
      6 -
      PROJECT SCHEDULE; COMMENCEMENT OF PROJECT; MECHANICAL AND FINAL COMPLETION;
      SCHEDULED LIQUIDATED DAMAGES**




6.1  Commencement
      of
      Project .
      The Project will
      be released to Contractor in Subprojects, as set forth in Section
      3.1(A) .
      Upon execution of
      a Notice to Proceed, Contractor shall commence with the performance of the
      work
      specified in such Notice to Proceed.




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6.2  Mechanical
      Completion .




(A)  Definition
      of
      Mechanical Completion . **“Mechanical
      Completion”** for each
      Subproject (or any AQC Unit, as applicable) shall be deemed to have occurred
      only upon the completion of the procurement, fabrication, installation, and
      inspection of all necessary components and systems of the Subproject (or AQC
      Unit, as applicable) (including all non-destructive examinations and static
      integrity tests, such as hydrostatic and pneumatic pressure or tightness tests,
      radiography tests, and other pre-operational mechanical and electrical tests,
      calibrations, clean-outs and flushes) to the extent necessary to permit
      Performance Testing. Prior to Mechanical Completion, Contractor shall perform
      and provide FirstEnergy with documentation of all checks and tests required
      to
      ensure that the Subproject has been correctly installed and is capable of being
      operated safely and reliably within the requirements of the Agreement and
      without damage or injury to the Project, the Site, or any other property or
      person.




(B)  Notice
      of
      Mechanical Completion .
      Contractor shall
      provide written notice to FirstEnergy at such time as the Subproject (or AQC
      Unit, as applicable) has achieved Mechanical Completion. Within fifteen Business
      Days of such notice, FirstEnergy shall respond to Contractor in writing that
      the
      Subproject (or AQC Unit, as applicable) has achieved Mechanical Completion
      on
      the date stated in Contractor’s notice or provide Contractor with reasons why
      FirstEnergy disputes that Mechanical Completion was achieved on such
      date.




6.3  Final
      Completion .




(A)  Definition
      of
      Final Completion and Final Document Delivery .









**“Final
      Completion”** for each
      Subproject (or any AQC Unit, as applicable) shall be deemed to have occurred
      only upon completion of the following requirements for the Subproject (or the
      AQC Unit, as applicable): (i) Mechanical Completion has been achieved; (ii)
      Performance Tests have been successfully completed, or at the election of
      Contractor (but provided in the case of the Wrap Arrangement, solely in the
      event that the Performance Tests have resulted in the removal of at least
      [******]% of SO2). Contractor has paid FirstEnergy any and all undisputed
      Performance Liquidated Damages owed by Contractor and its Subcontractors;
      (iii) Contractor has paid FirstEnergy any and all undisputed Schedule
      Liquidated Damages owed; (iv)  the Reliability Standard has been achieved;
      (v) Contractor has delivered to FirstEnergy a Final Completion Certificate,
      which FirstEnergy has approved (provided, for purposes of clarity, that the
      date
      of delivery of a conforming and correct Final Completion Certificate, and not
      the date of approval thereof by FirstEnergy, shall be deemed the date on which
      this requirement has been completed); (vi) Contractor has obtained all
      Permits required in connection with the performance thereof;
      (vii) Contractor has removed all Hazardous Substances for which it is
      responsible under Section
      3.8(A) and provided to
      FirstEnergy written certification thereof, as provided in Section
      3.8(A) ;
      (viii) Contractor has removed all supplies, waste, materials, rubbish,
      and
      temporary facilities from the Site (except to the extent the Parties mutually
      agree the same are necessary to performing additional AQC Units or Subprojects);
      (ix) the Subproject (or AQC Unit, as applicable) has been fully completed
      as required under the Agreement, except for items of incomplete work which
      do
      not impair the operation thereof.









**“Final
      Document Delivery”** for each
      Subproject (or any AQC Unit, as applicable) shall be deemed to have occurred
      only upon completion of the following requirements: (a) Contractor has
      delivered to FirstEnergy a fully executed Contractor’s Final Lien and Claim
      Waiver in the form of Exhibit
      6.3(A) and fully executed
      Final Lien and Claim Waivers from all Subcontractors in the form of Exhibit
      6.3(A) ;
      (b) Contractor has delivered to FirstEnergy all documentation required
      to
      be delivered under the Agreement, including Drawings and FirstEnergy’s
      Confidential Information ; (c) Contractor has assigned or provided
      FirstEnergy with all warranties to the extent Contractor is obligated to do
      so
      pursuant to this Agreement.




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(B)  Guaranteed
      Final
      Completion Dates .
      Contractor shall
      achieve Final Completion and Final Document Delivery in accordance with the
      dates set forth in the Project Schedule to be developed and delivered pursuant
      to Section
      6.4 ( **“Guaranteed
      Final Completion Dates”** ). The parties
      anticipate that the Project Schedule for the Subproject associated with
      Generating Units 1 through 4 of the Sammis Plant will designate a separate
      Guaranteed Final Completion Date for each AQC Unit within that Subproject.
      At
      the election of FirstEnergy, the Project Schedule for the Subproject associated
      with Sammis Plant Generating Units 5, 6, and 7 will designate either a single
      Guaranteed Final Completion Date for all AQC Units within that Subproject,
      or
      separate Guaranteed Final Completion Dates for each AQC Unit within that
      Subproject (with an adequate time allowed between the Scheduled Mechanical
      Completion Dates established for Generating Units 5, 6 and 7).




(C)  Notice
      of Final
      Completion .
      When Contractor
      believes it has achieved Final Completion, Contractor shall deliver to
      FirstEnergy a written notice and certification thereof ( **“Final
      Completion Certificate,”** which shall be in
      the form of Exhibit
      6.3(C)) ,
      certifying to
      FirstEnergy that all of the requirements for Final Completion have occurred.
      The
      Final Completion Certificate shall be accompanied by all other supporting
      documentation as may be required to establish that the requirements for Final
      Completion have been met.




(D)  FirstEnergy
      Acceptance of Final Completion .
      FirstEnergy shall
      notify Contractor whether it accepts or rejects the Final Completion Certificate
      within thirty (30) days following receipt of such notice. If FirstEnergy agrees
      that Final Completion has occurred, FirstEnergy shall deliver to Contractor
      a
      written acceptance of Final Completion. If FirstEnergy does not agree that
      Final
      Completion has occurred, then FirstEnergy shall state the basis for its
      rejection in reasonable detail in the written notice provided to Contractor.
      In
      the event that Final Completion has not been achieved, Contractor shall promptly
      take such action or perform such additional work as will achieve Final
      Completion and shall issue to FirstEnergy another Final Completion Certificate.
      Such procedure shall be repeated as necessary until Final Completion is
      achieved.




6.4  Project
      Schedule .




(A)  Project
      Schedule; Critical Path Schedule .
      With respect to
      each Subproject, during the Development Phase, Contractor shall prepare and
      submit to FirstEnergy for its review a detailed Project Schedule, and critical
      path method schedules for the Subprojects and for the Project as a whole, which
      shall be submitted in native electronic and paper form ( **“Critical
      Path Schedule”** ).
      The Project
      Schedule and Critical Path Schedule shall govern Contractor’s performance of the
      Subproject. The Contractor shall use its best efforts to cause the Project
      Schedule and Critical Path Schedule to be consistent with the timetables, goals
      and objectives of FirstEnergy, including achievement of the compliance dates
      established in the NSR Consent Decree. The Critical Path Schedule shall
      represent Contractor’s best judgment as to how it shall complete the Subproject
      in compliance with the Project Schedule and the Guaranteed Final Completion
      Date. The Critical Path Schedule shall be a detailed graphic representation
      of
      all significant aspects of the Subproject, showing Contractor’s plans for
      performance of the Subproject. Without limiting the generality of the foregoing,
      the Critical Path Schedule shall:




(1)  include
      separate
      activities for each portion of the Subproject performed by Contractor, its
      Subcontractors, or FE Vendors, along with non-physical activities related to
      the
      Subproject, such as the submittal and approval of shop drawings, product data,
      samples, Drawings and Specifications, procurement of Materials, inspection
      and
      testing of the Subproject, and obtaining Permits;




(2)  be
      detailed such
      that no activity is longer than fifteen (15) days;




(3)  show
      the duration,
      early/late start dates, early/late finish dates and available float for each
      activity. Float time shall not belong to either Party, and shall be allocated
      as
      needed during the progress of the Subproject;




(4)  show
      the percentage
      completion as of the date thereof;




(5)  identify
      the Person
      responsible for the activity;




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(6)  for
      cost-reimbursable work, show the projected manpower to be used per activity,
      whether provided by Contractor or its Subcontractors, showing the number of
      personnel, the positions and titles of such personnel and a general description
      of the work being performed;




(7)  show
      the Scheduled
      Mechanical Completion Date, the Guaranteed Final Completion Date and all other
      milestones listed in the Project Schedule;




(8)  include
      allocations
      of resources among the scheduled activities; and




(9)  reflect
      logical
      relationships between activities, reasonable durations and adequate float time
      to account for existing conditions and foreseeable complications.




The
      Critical Path
      Schedule shall be the schedule which Contractor shall use in planning,
      organizing, directing, coordinating, performing and executing the Subproject
      (including all activities of Subcontractors and FE Vendors) and shall be the
      basis for evaluating progress of the Subproject.




(B)  FirstEnergy
      Review of Schedule .
      FirstEnergy may
      review the Critical Path Schedule for general conformance with this Agreement.
      If FirstEnergy determines at any time that the Critical Path Schedule does
      not
      conform with this Agreement or the Project Schedule in any respect, Contractor
      shall promptly revise and resubmit the Critical Path Schedule to FirstEnergy.
      FirstEnergy’s review of the Critical Path Schedule shall not relieve Contractor
      of any obligations for the performance of the Project, change any Project
      Schedule milestone or any Guaranteed Final Completion Date, or be construed
      to
      establish the reasonableness of the Critical Path Schedule. FirstEnergy may
      reasonably rely upon the Critical Path Schedule in FirstEnergy’s dealings with
      other contractors operating at the Site or any other Person.




(C)  Updated
      Critical
      Path Schedule .
      Contractor shall
      update the Critical Path Schedule monthly and at such other intervals as may
      be
      requested by FirstEnergy by showing the actual progress of the Subproject;
      however, Contractor may not modify the Critical Path Schedule, including any
      of
      the Guaranteed Final Completion Dates or any Project Schedule milestone, without
      obtaining FirstEnergy’s prior written approval. Any modifications to any of the
      Guaranteed Final Completion Dates or Project Schedule milestones shall be only
      by Change Order. Contractor shall provide FirstEnergy monthly (weekly during
      the
      Generating Unit outage) with a current updated Critical Path Schedule in both
      hard copy and electronic form ( **“Updated
      Critical Path Schedule”** )
      reflecting the
      actual progress of work against the Critical Path Schedule and Project Schedule.
      The Updated Critical Path Schedule shall be in the same detail and form as
      required by the Critical Path Schedule.




6.5  Schedule
      Liquidated Damages .
      With respect to
      each Subproject (or any AQC Unit, as applicable), if Final Completion occurs
      after the Guaranteed Final Completion Date and/or if Final Document Delivery
      occurs after the date of Final Completion (or in the case of a Subproject making
      use of the Powerspan ECO technology, if Mechanical Completion occurs after
      the
      Scheduled Mechanical Completion Date), and Contractor is responsible for the
      payment of schedule liquidated damages for such delay in accordance with Exhibit
      6.5, then Contractor
      shall pay such amounts to FirstEnergy in accordance with Exhibit
      6.5 until Final
      Completion (or Mechanical Completion, in the case of a Subproject making use
      of
      the Powerspan ECO technology), and Final Document Delivery, as applicable (the **“Schedule
      Liquidated Damages”** ). **** When
      any Schedule
      Liquidated Damages payment is owed under this Section
      6.5 , FirstEnergy
      shall calculate such Schedule Liquidated Damages payment and invoice Contractor
      for such amount. Payment of such Schedule Liquidated Damages shall be due in
      arrears ten (10) days after delivery of such invoice.




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**ARTICLE
      7 -
      PERFORMANCE GUARANTEE; PERFORMANCE LIQUIDATED DAMAGES**




7.1  Performance
      Tests and Protocol .
      Performance
      Testing will be carried out in accordance with the Performance Test procedures
      to be mutually determined by the Parties during the Development Phase which
      shall be consistent with the requirements of the NSR Consent Decree and, with
      respect to matters not indicated in such document, in accordance with the
      standards and principles normally applied in test runs for plants of a similar
      kind. FirstEnergy shall provide labor, equipment, supplies, and all other items
      necessary for the conduct of the Performance Tests. The Performance Tests shall
      be conducted and the data obtained during the Performance Tests shall be
      analyzed by a Third Party, coordinated by Contractor and subject to the review
      and approval of FirstEnergy. A complete copy of all raw performance data and
      a
      detailed listing of all testing instrumentation utilized shall be provided
      to
      both Parties at the completion of testing.




7.2  Performance
      Liquidated Damages .
      With respect to
      each Subproject, if such Subproject fails to achieve all of the Performance
      Guarantees listed in Exhibit
      7.2 ,
      Contractor shall, to the extent possible, within such time frame so as to not
      delay Final Completion, perform such repair, redesign and replacements as are
      required in order that such Subproject might achieve all Performance Guarantees.
      If, after exhausting repair, redesign and replacement alternatives, the
      Subproject fails to achieve all of the Performance Guarantees within the
      required time frame, and if the Contractor is responsible for the payment of
      Liquidated Damages for such failure in accordance with Exhibit
      7.2 ,
      then Contractor
      shall pay, as Liquidated Damages and not as a penalty, the amount specified
      for
      such Performance Guarantee listed on Exhibit
      7.2 ( **“Performance
      Liquidated Damages”** ).






**ARTICLE
      8 -
      CHANGE ORDERS**




8.1  Change
      Orders
      Requested by FirstEnergy .
      FirstEnergy shall
      be entitled to request change(s) to any Subproject by way of a Change Order
      request in accordance with this Section
      8.1 .




(A)  FirstEnergy
      shall
      submit to Contractor a written proposed Change Order for each requested change.
      Contractor must respond to FirstEnergy within ten (10) Business Days with a
      written statement setting forth Contractor’s estimate as to the effect, if any,
      which such proposed Change Order would have on the Target Construction Cost,
      the
      Project Schedule, any Guaranteed Final Completion Dates, the Performance
      Guarantee, the Warranties, or any other obligation or potential liability of
      either Party hereunder (collectively, the **“Changed
      Criteria”** ).
      To the extent
      reasonably practicable, the written statement shall include all information
      required by Section
      8.5 .




(B)  If
      the Parties
      agree on such effect of the proposed Change Order (or modify such Change Order
      so that the Parties agree on such effect of all provisions as modified), the
      Parties shall execute such Change Order, and such Change Order shall become
      binding on the Parties.




(C)  If
      the Parties
      cannot agree on such effect of the proposed Change Order within fifteen (15)
      Business Days of Contractor’s receipt of FirstEnergy’s proposed Change Order, or
      if FirstEnergy desires that the changed work set forth in the proposed Change
      Order commence immediately without the requirement of a written statement by
      Contractor, FirstEnergy may, by issuance of a unilateral Change Order, require
      Contractor to commence and perform such changed work (which Contractor shall
      be
      compensated for in accordance with Section
      5.1 ),
      with the effect
      of such unilateral Change Order on the Changed Criteria to be determined as
      soon
      as possible. Pending resolution of any dispute, Contractor shall perform the
      work as specified in such unilateral Change Order and FirstEnergy shall continue
      to pay Contractor in accordance with the terms of this Agreement and any
      previous agreed Change Orders. When FirstEnergy and Contractor agree on the
      effect of such unilateral Change Order on all of the Changed Criteria, the
      Parties shall record such agreement by execution of a Change Order, which shall
      supersede the unilateral Change Order previously issued and relating to such
      changed work. Contractor shall utilize all reasonable efforts to commence the
      performance of the changed work or other obligations required in the unilateral
      Change Order within three (3) Business Days of receipt of such unilateral Change
      Order.




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8.2  Change
      Orders
      Requested by Contractor .




(A)  Contractor
      shall
      have the right to a Change Order in the event of any of the following
      occurrences:




(1)  acts
      or omissions
      of any Governmental Authority, including changes in Applicable Law occurring
      after the Effective Date of this Agreement and changes in the terms of Permits
      or issuance of new Permits occurring after the Effective Date of this Agreement,
      which affect Contractor’s direct cost to perform the work under this Agreement,
      delay the time of performance of such work, or materially affects Contractor’s
      ability to achieve any Performance Guarantee offered by Contractor hereunder,
      other than with respect to United States import duties, acts of customs
      authorities, or acts by a Governmental Authority requiring compliance with
      Applicable Law existing prior to the Effective Date of this
      Agreement;




(2)  acts
      or omissions
      of FirstEnergy or its agents which constitute a breach of this Agreement by
      FirstEnergy and which affect Contractor’s direct cost to perform the work under
      this Agreement, and, with respect to delays, interruptions, disruptions,
      interferences or hindrances caused by FirstEnergy or such Persons, to the extent
      allowed under Section 9.2 ;




(3)  inaccuracy
      in
      FirstEnergy Reliable Information which materially affects Contractor’s direct
      cost to perform the work under the Subproject, materially delays the time of
      performance of the Subproject, or materially affects Contractor’s ability to
      achieve any Performance Guarantee offered by Contractor hereunder;




(4)  discovery
      of
      Hazardous Substances for which Contractor has not assumed and retained the
      risk
      under Section
      3.8(B) ,
      which affects
      Contractor’s direct cost to perform the work under this Agreement or delays the
      time of performance of such work; provided, however, that delays or other
      impacts to the Project caused by the subcontractor retained by FirstEnergy
      to
      perform lead abatement activities shall not be cause for a Change
      Order;




(5)  a
      Force Majeure
      Event; or




(6)  acts
      or omissions
      of an FE Vendor which materially and adversely affect Contractor’s direct cost
      of performance and, with respect to delays, interruptions, disruptions,
      interferences or hindrances caused by such FE Vendor, to the extent allowed
      under Section 9.2 .




(B)  Should
      Contractor
      desire to request a Change Order under Section 8.2 ,
      Contractor shall,
      pursuant to Section 8.5 ,
      notify
      FirstEnergy in writing and issue to FirstEnergy a request for a proposed Change
      Order in the form attached hereto as Exhibit
      8.2 ,
      a reasonably
      detailed explanation of the proposed change and Contractor’s reasons for
      proposing the change, all documentation necessary to verify the effects of
      the
      change on the Changed Criteria, and all other information required by Section 8.5 .




(C)  If
      FirstEnergy
      agrees that a Change Order is necessary and agrees with Contractor’s statement
      of such effect of the proposed Change Order on the Changed Criteria, then
      FirstEnergy shall issue such Change Order, which shall be in the form of Exhibit
      8.2 attached hereto,
      and such Change Order shall become binding on the Parties upon execution by
      the
      Parties of such Change Order.




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(D)  If
      the Parties
      agree that Contractor is entitled to a Change Order but cannot agree on such
      effect of the proposed Change Order on the Changed Criteria within ten (10)
      Business Days of FirstEnergy’s receipt of Contractor’s written notice and
      proposed Change Order and all other required information, or if FirstEnergy
      desires that the changed work set forth in the proposed Change Order commence
      immediately, FirstEnergy may, by issuance of an unilateral Change Order in
      the
      form attached hereto as Exhibit
      8.2 ,
      require
      Contractor to commence and perform such changed work (which Contractor shall
      be
      compensated for in accordance with Section
      5.1 ),
      with the effect
      of such unilateral Change Order on the Changed Criteria (or if the Parties
      agree
      on the effect of such Change Order for some but not all of the Changed Criteria,
      the impact of each of the components of the Changed Criteria on which the
      Parties disagree) to be determined as soon as possible. Pending resolution
      of
      the dispute, Contractor shall perform the work as specified in such unilateral
      Change Order and FirstEnergy shall continue to pay Contractor in accordance
      with
      the terms of this Agreement and any previous agreed Change Orders. When
      FirstEnergy and Contractor agree on the effect of such unilateral Change Order
      on all of the Changed Criteria, such agreement shall be recorded by execution
      by
      the Parties of a Change Order in the form attached hereto as Exhibit
      8.2 ,
      which shall
      supercede the unilateral Change Order previously issued and relating to such
      changed work.




(E)  If
      the Parties
      cannot agree upon whether Contractor is entitled to a Change Order, then pending
      resolution of the dispute, Contractor shall continue to perform the work
      required under the Agreement, and FirstEnergy shall continue to pay Contractor
      in accordance with the terms of this Agreement and any previous agreed Change
      Orders.




(F)  In
      the event that
      Contractor desires a change that it believes would be advantageous to the
      Subproject for reasons other than those set forth in Section 8.2(A) ,
      it shall notify
      FirstEnergy of the desired change and shall furnish to FirstEnergy, along with
      such notice, a request for a Change Order in the form attached hereto as Exhibit
      8.2 ,
      including a
      reasonably detailed explanation of the proposed change and Contractor’s reasons
      for proposing the change, supported by all documentation necessary to verify
      the
      effects of the change on the Changed Criteria, including the information
      required under Section 8.5 .
      Within ten (10)
      Business Days of receipt of Contractor’s notice and Change Order request with
      the required supporting documentation, FirstEnergy shall have the right in
      its
      sole and absolute discretion to reject Contractor’s Change Order request and
      shall notify Contractor of its decision. If FirstEnergy does not reply within
      such ten (10) Business Day period, FirstEnergy shall be deemed to have rejected
      the proposed change, and Contractor shall not be entitled to the corresponding
      Change Order.




8.3  No
      Change Orders
      Due to Contractor Error or Deviation .
      Notwithstanding
      anything in this Article
      8 to the contrary, no adjustment for the Target Construction Cost, the Project
      Schedule, any Guaranteed Final Completion Date, any scope of work under the
      Subproject, any of the Warranties, the Performance Guarantee or any other
      obligation of Contractor hereunder shall be made in connection with any
      completion, correction of errors, omissions or deficiencies in, or incomplete,
      improper or defective, work on the part of Contractor or any Subcontractor,
      or
      any deviation by Contractor from the scope of the Subproject which is not the
      subject of a prior Change Order.




8.4  Change
      Orders
      Act as Accord and Satisfaction .
      Change Orders
      agreed pursuant to Section 8.1(B) or 8.2(C) by the
      Parties, and unilateral Change Orders entered into pursuant to Section 8.1(C) or 8.2(D) and
      which the Parties have subsequently agreed upon the effect of such unilateral
      Change Order and have executed a superceding and mutually agreed upon Change
      Order as provided in Section 8.1(C) or 8.2(D), shall
      constitute a full and final settlement and accord and satisfaction of all
      effects of the change as described in the Change Order upon the Changed Criteria
      and shall be deemed to compensate Contractor fully for such change.




8.5  Timing
      Requirements for Notifications and Change Order Requests by
      Contractor .
      Should Contractor
      desire to seek an adjustment to the Target Construction Cost, the Project
      Schedule, any Guaranteed Final Completion Date, the scope of work under the
      Subproject, the Performance Guarantee, Warranties or any other modification
      to
      any other obligation of Contractor under the Agreement for any circumstance
      that
      Contractor has reason to believe may give rise to a right to request the
      issuance of a Change Order, Contractor shall, with respect to each such
      circumstance,




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(A)  notify
      the
      FirstEnergy Designated Representative in writing of the existence of such
      circumstance within fourteen (14) days (or such other period expressly provided
      under the Agreement) of the date that Contractor knew or reasonably should
      have
      known of the first occurrence or beginning of such circumstance, provided that
      Contractor shall use reasonable efforts to give such notice prior to the
      expiration of such fourteen (14) day period should any action or inaction by
      FirstEnergy or Contractor be required or necessary in relation to such
      circumstance to prevent or mitigate any damages to either Party and in either
      case, prior to commencement of work for which a Change Order may be requested
      (except in the event that such work is required to be immediately undertaken
      to
      avoid imminent loss or damage to property or persons). In such notice,
      Contractor shall state in detail all known and presumed facts upon which its
      claim is based, including the character, duration and extent of the claimed
      circumstance, the date Contractor first knew of the circumstance, any activities
      impacted by the circumstance, the cost and time consequences of the circumstance
      and any other details or information that are expressly required under this
      Agreement. Contractor shall only be required to comply with the notice
      requirements of this Section 8.5 once for
      continuing circumstances, provided the notice expressly states that the
      circumstance is continuing and includes Contractor’s best estimate of the time
      and cost consequences of the claimed circumstance; and




(B)  submit
      to the
      FirstEnergy Designated Representative a request for a proposed Change Order
      as
      soon as reasonably practicable after giving FirstEnergy written notice but
      in no
      event later than ten (10) Business Days after the completion of each such
      circumstance, together with a written statement (a) detailing why Contractor
      believes that a Change Order should be issued, plus all documentation reasonably
      requested by or necessary for FirstEnergy to determine the factors necessitating
      the possibility of a Change Order and all other information and details
      expressly required under this Agreement (including the information required
      by Exhibit
      8.2 ,
      schedules,
      detailed estimates and cost records, daily time sheets); and (b) setting forth
      the effect, if any, which such proposed Change Order would have for the work
      on
      any of the Changed Criteria.




8.6  Adjustment
      Only
      Through Change Order .
      No change in the
      requirements of the Agreement, whether an addition to, deletion from, suspension
      of or modification to the Agreement, including any Subproject, shall be the
      basis for an adjustment for any change in the Target Construction Cost, the
      Project Schedule, any Guaranteed Final Completion Date, the scope of work under
      the Subproject, the Performance Guarantee, any Warranties or any other
      obligations of Contractor under this Agreement unless and until such addition,
      deletion, suspension or modification has been authorized by a Change Order
      executed and issued in accordance with and in strict compliance with the
      requirements of this Article
      8 or as required pursuant to Section
      19.4 .
      No course of
      conduct or dealings between the Parties, nor express or implied acceptance
      of
      additions, deletions, suspensions or modifications to the Agreement, including
      any work, and no claim that FirstEnergy has been unjustly enriched by any such
      addition, deletion, suspension or modification to the Agreement, whether or
      not
      there is in fact any such unjust enrichment, shall be the basis for any claim
      for an adjustment in the Target Construction Cost, the Project Schedule, the
      scope of work under the Subproject, the Performance Guarantee, any Warranties
      or
      any other obligations of Contractor under this Agreement.




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**ARTICLE
      9 -
      FORCE MAJEURE; FIRSTENERGY DELAY; RECOVERY**




9.1  Force
      Majeure .




(A)  Duties
      of the
      Affected Party .
      Within three (3)
      Business Days after becoming aware of the occurrence of a Force Majeure Event,
      the affected Party shall (i) provide written notice to the other Party
      containing full particulars of such Force Majeure Event (including the
      anticipated length of time that the delay may persist, the cause or causes
      of
      the delay, all measures taken or to be taken by the affected Party to prevent
      or
      minimize the delay, the schedule by which the affected Party proposes to
      implement those measures, and the affected Party’s rationale for attributing a
      delay to a Force Majeure Event), including the requirements set forth in Section 8.5 ,
      together with the
      obligations affected thereby, and (ii) use reasonable commercial efforts to
      mitigate the effect of such delay or failure and to remedy the Force Majeure
      Event. The affected Party shall resume performance of its obligations affected
      by the Force Majeure Event as soon as practicable after the conclusion of the
      Force Majeure Event, and shall give prompt written notice to the other Party
      of
      all significant facts and events concerning the affected Party’s efforts to
      perform and of the conclusion of the Force Majeure Event. Force Majeure Events
      shall not excuse any delay or failure to make payments when due and Contractor
      shall continue to be paid under this Agreement notwithstanding any Force Majeure
      Event. For purposes of this Section 9.1(A) ,
      Contractor shall
      be deemed to know of any circumstance of which Contractor or its Subcontractors
      knew or by the exercise of due diligence should have known.




(B)  Effect
      of Force
      Majeure Event .
      Except as
      otherwise provided in Section 9.1 ,
      the affected
      Party’s obligations under this Agreement shall be suspended insofar as
      performance of such obligations is rendered impossible by a Force Majeure Event.
      Any delay or failure by the affected Party in the performance of any of its
      obligations under this Agreement on account of a Force Majeure Event shall
      not
      constitute a default under this Agreement during the period the Force Majeure
      Event is in effect to the extent such delay or failure is caused by the Force
      Majeure Event; provided that the affected Party shall have complied with its
      obligations under Section 9.1(A) as an express
      condition precedent; and provided that delay of Contractor in achieving Final
      Completion and Final Document Delivery with respect to any Subproject shall
      only
      be excused, and the Guaranteed Final Completion Date shall be extended, by
      one
      day for each day of delay during which (i) such Force Majeure Event
      made it
      impossible for Contractor to carry out all activities relating to such
      Subproject which are necessary to the fulfillment of Final Completion of such
      Subproject by the Guaranteed Final Completion Date and caused a delay to the
      critical path of the Critical Path Schedule; (ii) Contractor could not
      practicably recover by the use of due diligence and all reasonable commercial
      efforts, including the expenditure of moneys, overtime work, and work over
      weekends and holidays; and (iii) such Force Majeure Event was the direct and
      proximate cause of Contractor’s failure to meet such Guaranteed Final Completion
      Date. If Contractor seeks an extension of time to a Guaranteed Final Completion
      Date, it shall comply with Sections 8.2(B) and 8.5(B) .




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9.2  FirstEnergy-Caused
      Delay .
      In the event of
      any interruption, delay (including delay caused by FirstEnergy’s failure to
      respond to Drawings and Specifications within the 15 Business Day review period
      provided in Section
      3.3(C)(3)) ,
      disruption,
      interference or hindrance to Contractor or the Subproject caused by FirstEnergy,
      its Affiliates, or any Person acting on behalf of or under the control of
      FirstEnergy (including any FE Vendor) which prevents or delays Contractor from
      performing the Project, Contractor may request, and shall justify by written
      notice to FirstEnergy pursuant to Section 8.5 ,
      an extension of
      time to the applicable Guaranteed Final Completion Dates and/or an adjustment
      of
      the Target Construction Cost within the time and in accordance with the notice
      requirements set forth in Section 8.5 for giving written
      notice. In addition, Contractor shall submit a request for a Change Order as
      required under Sections 8.2(B) and 8.5(B) .
      Compliance with
      the requirements of Section 8.5 shall be a
      condition precedent to any extension of time to the applicable Guaranteed Final
      Completion Date or adjustment to the Target Construction Cost on account of
      a
      FirstEnergy-caused delay. Contractor is entitled to such extension only to
      the
      extent such delay is the result of actions or inactions of FirstEnergy, its
      Affiliates, or any Person acting on behalf of or under the control of
      FirstEnergy (including any FE Vendor): (a) constituting a breach of this
      Agreement (or in the case of an Affiliate of, or any Person acting on behalf
      of
      or under the control of FirstEnergy (including any FE Vendor), impacts the
      work
      being performed by Contractor under this Agreement), (b) is not attributable
      to
      Contractor or its Subcontractors, (c) affects the performance of work
      that
      is on the Critical Path Schedule (or the Updated Critical Path Schedule),
      (d) causes or will cause Contractor to finish beyond the Guaranteed
      Final
      Completion Date, and (e) Contractor is unable to proceed with other
      portions of the Project so as to not cause a delay in the Guaranteed Final
      Completion Date, provided that such extension is approved in writing by
      FirstEnergy, which approval shall not be unreasonably withheld.




9.3  Recovery
      and
      Recovery Schedule .
      If at any time
      during the prosecution of the Subproject should the Updated Critical Path
      Schedule or Monthly Progress Report show that any activity on the critical
      path
      of the Critical Path Schedule is seven (7) or more calendar days behind
      schedule, FirstEnergy may require that Contractor prepare a schedule to explain
      and display how it intends to regain compliance with the Critical Path Schedule
      ( **“Recovery
      Schedule”** ).
      Contractor shall
      do the following after the determination by FirstEnergy of the requirement
      for a
      Recovery Schedule:




(A)  Within
      five (5)
      calendar days of such determination, Contractor shall prepare the Recovery
      Schedule and submit it to FirstEnergy for its review and approval. The Recovery
      Schedule shall represent Contractor’s best judgment as to how the Subproject may
      regain compliance with the Critical Path Schedule. Contractor shall perform
      the
      Subproject in accordance with the Recovery Schedule.




(B)  In
      preparing and
      executing the Recovery Schedule, Contractor shall take all steps necessary
      to
      regain compliance with the Critical Path Schedule, including additional shifts,
      additional manpower, overtime, providing additional equipment, and resequencing
      of activities.




(C)  Contractor
      shall
      have the right to a Change Order under Section
      8.2 for implementation
      of a Recovery Schedule which is required as a result of Force Majeure Event
      or a
      FirstEnergy-Caused Delay as described in Section
      9.2 .






**ARTICLE
      10
      - COMPLIANCE WITH LAWS, REGULATIONS, AND PERMITS**




10.1  During
      the
      performance of this Agreement, the Contractor and FirstEnergy shall strictly
      comply with all federal, state and local laws, rules or regulations and
      executive orders applicable to the Project.




10.2  Without
      limiting
      the foregoing, and where applicable, in connection with the Project, the
      Contractor agrees as follows:




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(A)  The
      Contractor
      shall not discriminate against any employee or applicant for employment because
      of race, color, religion, sex or national origin. The Contractor shall take
      affirmative action to ensure that applicants are employed, and that employees
      are treated during employment, without regard to their race, color, religion,
      sex or national origin. Such action shall include employment, upgrading,
      demotion or transfer; recruitment or recruitment advertising; layoff or
      termination; rates of pay or other forms of compensation; and selection for
      training, including apprenticeship. Contractor shall post in conspicuous places,
      available to employees and applicants for employment, notices to be provided
      by
      the U.S. Department of Labor setting forth the provisions of this
      nondiscrimination clause.




(B)  The
      Contractor
      shall state, in all solicitations or advertisements for employees placed by
      or
      on its behalf, that all qualified applicants will receive consideration for
      employment without regard to race, color, religion, sex or national
      origin.




(C)  The
      Contractor
      shall send to each labor union or representative of workers with which it has
      a
      collective bargaining agreement, contract or understanding, a notice to be
      provided by the U.S. Department of Labor, advising the labor union or workers’
      representative of the Contractor’s commitments under the following provisions,
      as amended from time to time:




(1)  Section
      202 of
      Executive Order 11246 (Equal Opportunity);




(2)  Executive
      Order
      11701 (Employment of Veterans);




(3)  Executive
      Order
      11758 (Employment of the Handicapped);




(4)  Executive
      Order
      11141 (Employment Discrimination Because of Age); and




(5)  Executive
      Order
      11625 and Public Law 95-507 (Utilization of Disadvantaged Business
      Enterprises),




and
      shall post
      copies thereof in conspicuous places available to employees and applicants
      for
      employment.




10.3  Because
      FirstEnergy
      (or if applicable, one or more affiliates or non-affiliated companies) is a
      supplier of electricity and/or services to the U.S. government, it must include,
      and the Contractor shall comply with, the below listed clauses from the Federal
      Acquisition Regulation ( **“FAR”** ),
      48 Code of
      Federal Regulations Chapter 1, as amended from time to time, if the applicable
      criteria specified in the FAR (those currently applicable are summarized
      parenthetically) are met. If Contractor’s subcontracts meet such criteria,
      Contractor shall include the terms or substance of the applicable clause in
      its
      subcontracts. If the provisions of this Section
      10.3 conflict
      with the
      balance of the Agreement, this Section
      10.3 shall
      prevail.




(A)  52.203-6
      Restrictions on Subcontractor Sales to the Government (required in all
      subcontracts under this Agreement which exceed $100,000);




(B)  52.203-7
      Anti-Kickback Procedures (required in all subcontracts under this Agreement
      which exceed $100,000, other than those for commercial items);




(C)  52.204-2
      Security
      Requirements (required in all subcontracts under this Agreement which involve
      access to classified information);




(D)  52.219-8
      Utilization of Small Business Concerns (required in all non-personal
      subcontracts with a value greater than $100,000);




(E)  52.219-9
      Small
      Business Subcontracting Plan (Contractors receiving subcontracts exceeding
      $500,000, other than small business concerns, are required to adopt a
      subcontracting plan that complies with the requirements of this clause);




(F)  52.222-4
      Contract
      Work Hours and Safety Standards Act—Overtime Compensation (required in all
      subcontracts exceeding $100,000, unless otherwise exempted);




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(G)  52.222-26
      Equal
      Opportunity (required in all contracts/subcontracts; however, if the cumulative
      value of nonexempt Federal contracts/subcontracts is $10,000 or less in any
      12
      month period, including the 12 months preceding the award, the
      contractor/subcontractor is exempt from the clause requirements);




(H)  52.222-35
      Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era
      (required in all contracts/subcontracts with a value of $10,000 or
      more);




(I)  52.222-36
      Affirmative Action for Workers with Disabilities (required in all
      contracts/subcontracts with a value of $10,000 or more);




(J)  52.222-37
      Employment Reports on Disabled Veterans and Veterans of the Vietnam Era
      (required in all contracts/subcontracts with a value of $10,000 or
      more);




(K)  52.223-14
      Toxic
      Chemical Release Reporting (Except for acquisitions of commercial items, and
      unless otherwise exempt, this clause is required for competitive subcontracts
      expected to exceed $100,000, including all options, and in any resultant
      subcontract exceeding $100,000, including all options);




(L)  52.225-13
      Restrictions on Certain Foreign Purchases (required in all subcontracts for
      contracts with a value exceeding $2,500, unless otherwise
      exempted);




(M)  52.222-11
      Subcontracts (Labor Standards) (required in all service contracts in excess
      of
      $2,000 for construction within the United States) This provision requires that
      the following clauses be inserted into contracts meeting the criteria:
      Davis-Bacon Act, Contract Work Hours and Safety Standards Act—Overtime
      Compensation, Apprentices and Trainees, Payrolls and Basic Records, Compliance
      with Copeland Act Requirements, Withholding of Funds, Subcontracts (Labor
      Standards), Contract Termination—Debarment, Disputes Concerning Labor Standards,
      Compliance with Davis-Bacon and Related Act Regulations, and Certification
      of
      Eligibility.




(N)  52.222-41
      Service
      Contract Act of 1965, as Amended (required in all service contracts subject
      to
      the Act (i) which exceed $2,500; or (ii) which are for an indefinite dollar
      amount and the contracting officer does not know in advance that the contract
      amount will be $2,500 or less).




(O)  Contractor
      shall
      comply with the Department of Commerce Export Administration Regulations (“EAR”)
      in 15 CFR Chapter VII, subchapter C, including 15 CFR Section 734.2 which
      prohibits the export or release of controlled technology and/or software to
      foreign nationals within the United States who are not lawfully admitted to
      the
      United States for permanent residence. Contractor shall confirm that these
      regulations either do not apply to Contractor’s activities under the terms of
      this Agreement or that Contractor has procedures to ensure compliance. If
      Contractor is directly or indirectly employing a foreign national not currently
      lawfully admitted to the United Sates for permanent residence to perform work
      under this Agreement, Contractor warrants to FirstEnergy that such employment
      does not violate the foregoing regulations.




(P)  FOREIGN
      CORRUPT
      PRACTICES ACT PROVISIONS The following provisions shall apply to FirstEnergy
      and
      Contractor (unless it is a foreign concern) if it performs or obtains any of
      the
      work in a foreign country:




(1)  All
      payments to
      Contractor shall be by check or bank transfer only. No payment shall be in
      cash
      or by bearer instrument, and no payment shall be made to any corporation or
      Person other than Contractor. All payments due hereunder shall be made to
      Contractor at its principal place of business in the United States, even if
      Contractor performs or obtains the work in a foreign country.




(2)  Each
      of FirstEnergy
      and Contractor represents that it is familiar with the Foreign Corrupt Practices
      Act (the "FCPA") and its purposes; and that, in particular, it is familiar
      with
      the prohibition against paying or giving of anything of value, either directly
      or indirectly, by an American company to an official of a foreign government
      for
      the purpose of influencing an act or decision in his official capacity, or
      inducing him to use his influence with that government, to assist a company
      in
      obtaining or retaining business for or with, or directing business to, any
      Person.




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(3)  Contractor
      shall
      not use any part of its compensation for any purpose, and shall take no action,
      that would constitute a violation of any law of the United States (including
      the
      FCPA) or of any jurisdiction where it performs services or manufactures or
      sells
      goods. Likewise, FirstEnergy shall take no action that would constitute a
      violation of any law of the United States (including the FCPA) or of any
      jurisdiction where it engages in business. FirstEnergy represents that it does
      not desire and will not request any work by Contractor that would or might
      constitute any such violation.




(4)  FirstEnergy
      may
      terminate this Agreement for default at any time, without any liability or
      obligation, if it believes, in good faith, that Contractor has violated this Section
      10.3(P) .
      Any action by
      Contractor constituting a violation of the FCPA, or a request for such action
      from Contractor's representative, shall result in immediate termination of
      this
      Agreement for default. Should Contractor ever receive, directly or indirectly,
      from any FirstEnergy representative a request that Contractor believes will
      or
      might violate the FCPA, Contractor shall immediately notify FirstEnergy's
      general counsel.




(5)  FirstEnergy
      may
      disclose the existence and terms of this Agreement, including the compensation
      provisions, at any time, for any reason and to whomever FirstEnergy's general
      counsel determines has a legitimate need to know the same in connection with
      obligations under the FCPA, including the United States government, the
      government of any country where the work is performed or obtained, and any
      regulatory agency with jurisdiction over FirstEnergy.




10.4  Contractor
      shall
      comply with the Occupational Safety and Health Act of 1970 and all rules,
      regulations, standards, requirements and revisions thereof or adopted pursuant
      thereto.




10.5  Unless
      this
      Agreement otherwise provides, Contractor shall, at its own expense, obtain
      from
      appropriate governmental authorities all Permits, inspections and licenses
      which
      are required for it to perform its work under the Project and shall comply
      with
      all rules and regulations of insurance companies which have insured any of
      the
      Project.




10.6  If
      applicable,
      Contractor agrees to comply with all Hazard Communication Standards promulgated
      by the Occupational Safety and Health Administration (OSHA), 29 CFR 1910.1200,
      et seq., as amended, to insure that chemical hazards produced, imported, or
      used
      with the workplace are evaluated, and that hazard information is transmitted
      to
      affected employees of Contractor, of any subcontractor or of
      FirstEnergy.






**ARTICLE
      11
      - INTELLECTUAL PROPERTY RIGHTS**




11.1  Ownership
      of
      Project and Data .
      All deliverables
      provided by Contractor (but not its Subcontractors) to FirstEnergy associated
      with the Project (including Drawings and Specifications, Data, manuals, reports,
      purchasing documents, Permits, calculations, and training materials), whether
      or
      not patentable, registrable as a copyrightable work, or registrable as a
      trademark or service mark, shall become the property of FirstEnergy and
      FirstEnergy shall own all intellectual property rights therein (including the
      rights to any patent, trademark or service mark, trade secret, and copyright
      therein). Contractor hereby agrees that any such engineering deliverables
      provided by Contractor to FirstEnergy during the term of this Agreement that
      pertain in any material respect to the Project shall be done as “work made for
      hire” as defined and used in the Copyright Act of 1976, 17 USC §1 et seq., and
      that FirstEnergy, as the entity for which the work is prepared, shall own all
      right, title and interest in and to such materials, including the entire
      copyright therein. To the extent that any such deliverables are not deemed
      to be
      a "work made for hire," Contractor will assign to FirstEnergy ownership of
      all
      right, title, and interest in and to such materials, including ownership of
      the
      entire copyright therein. Notwithstanding the foregoing, nothing herein shall
      be
      deemed to convey or grant any ownership of intellectual property rights (i)
      owned by Contractor prior to the Effective Date, or (ii) developed by Contractor
      outside of the scope of work on the Project; provided that FirstEnergy shall
      receive with respect to any such rights a nonexclusive, irrevocable,
      fully-paid-up and royalty-free, transferable license to use, copy, communicate,
      and prepare modifications to such rights for the purpose of completing,
      operating, maintaining, repairing, modifying, adding to, improving and
      demolishing the Project, the Subproject, and related systems.




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If
      any design and development work is to be performed by Subcontractors or FE
      Vendors, Contractor shall consult with FirstEnergy prior to and during the
      negotiation and award of such contracts with regard to the treatment of
      intellectual property rights to any inventions and works of authorship developed
      under such contracts, and shall seek to obtain from each such Subcontractor
      (and
      FE Vendors to the extent directed by FirstEnergy) rights similar to those
      described in the preceding paragraph.




FirstEnergy
      releases and agrees to hold Contractor harmless from and against any claim
      or
      liability arising from any unauthorized use of such work product by FirstEnergy
      or with respect to any work made for hire, the use of such work product by
      FirstEnergy for any purpose other than in connection with the Project being
      performed pursuant to this Agreement.




11.2  Infringement .
      Contractor
      warrants that the goods or services provided by Contractor or its Subcontractors
      hereunder are and will be original (as required by law), do not and will not
      infringe on or misappropriate any United States or foreign patent, copyright,
      trademark, or other intellectual property rights of any third party, and to
      the
      extent such intellectual property is to be owned by FirstEnergy in accordance
      with and subject to Section
      11.1 ,
      have not been and
      will not be previously assigned or licensed. If the goods or services provided
      by Contractor or its Subcontractors hereunder or any portion thereof is held
      to
      constitute an infringement or misappropriation of the intellectual property
      rights of a third party, then Section
      16.3 shall
      apply.




11.3  Data
      Furnished
      by FirstEnergy .
      All Data
      furnished by FirstEnergy in connection with the Project shall remain
      FirstEnergy's exclusive property. Contractor shall not use FirstEnergy-furnished
      Data for any purpose other than for the Project. Contractor shall return such
      FirstEnergy-furnished Data and all copies thereof to FirstEnergy upon completing
      the Project, or upon FirstEnergy’s request; provided that Contractor shall be
      entitled to retain an archival copy of such Data subject to confidentiality
      obligations.






**ARTICLE
      12
      - INSURANCE AND BONDS**




12.1  Contractor’s
      Insurance .
      The Contractor
      agrees to secure and maintain in force policies of insurance of the types listed
      below and shall furnish to FirstEnergy, prior to starting work and throughout
      the duration of the Project, Certificates of Insurance evidencing current
      coverage listed below. These certificates shall be endorsed with substantially
      the following language:




*"This
      policy
      will not be canceled or allowed to lapse, and no change shall be made in this
      policy which alters, restricts or reduces the insurance provided or changes
      the
      name of the insured without first giving at least thirty (30) days' notice
      in
      writing to FirstEnergy Corp., Risk Management Section, at its office in Akron,
      Ohio, with receipt of notice acknowledged."*




(A)  Comprehensive
      General Liability insurance including Contractual Liability and including
      coverage of third-party claims arising out of Contractor’s professional
      liability (Errors and Omissions), and if any work is to be performed by
      Subcontractor, Contractors Protective Liability with minimum limits of $[******]
      per occurrence, combined single limit, for bodily injury and property damage.
      Coverage shall be on an occurrence-based form.




(B)  Comprehensive
      Automobile Liability insurance including non-ownership and hired car endorsement
      with minimum limits of $[******] per occurrence, combined single limit, for
      bodily injury and property damage. Coverage shall be on an occurrence-based
      form.




(C)  Worker’s
      Compensation coverage in the statutory amounts under the worker’s compensation
      act(s) of the location(s) in which the Project is to be performed, for the
      current period.




(D)  Employer's
      Liability with a minimum limit of $[******] per occurrence.




(E)  Excess
      liability
      insurance with a limit of $[******] each occurrence. Coverage shall be on an
      occurrence-based form.




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12.2  Additional
      Insured. FirstEnergy
      Corp.
      and its subsidiaries and affiliates shall be included as an additional insured
      to the extent of any liability deriving from the acts or omissions of
      Contractor, for the policies provided in Sections
      12.1(A), (B), and (E) ,
      it being
      understood that said policies shall provide primary insurance to FirstEnergy
      Corp. and its subsidiaries and affiliates, with no special restrictions or
      reservations that are inconsistent with this Agreement. A signed copy of the
      endorsement adding FirstEnergy Corp. and its subsidiaries and its affiliates
      as
      an additional insured shall be attached to the certificate of insurance
      providing general liability coverage. It is expressly agreed and understood
      that
      the contractual obligations under this Article
      12 are for insurance and not indemnity.




12.3  Lapse
      of
      Coverage .
      In the event of
      cancellation or lapse of or prohibited change in any policy for which a
      certificate is required to be furnished under this Agreement, FirstEnergy shall
      have the right to suspend the work of the Contractor until the policy and
      certificate in evidence thereof are reinstated or arrangements acceptable to
      FirstEnergy are made pending issuance of new policies and certificates. If
      any
      such insurance shall be about to lapse or be canceled, the Contractor shall,
      at
      least thirty (30) days before coverage thereunder ceases, obtain a new policy
      with like coverage, and if Contractor fails to do so, FirstEnergy may obtain
      insurance protecting it from the hazards covered by such lapsed or cancelled
      policy, and the difference between all premiums and expenses of such insurance
      and premiums and expenses of the Contractor’s cancelled or lapsed policies shall
      be charged against the Contractor and shall be a legitimate deduction from
      any
      sum due it from FirstEnergy.




12.4  Waiver
      of
      Subrogation .
      Contractor and
      any of its Subcontractors shall waive and hereby waives any rights of
      subrogation which they or any of their insurers may have against FirstEnergy,
      its affiliates, and each non-affiliated company disclosed in this Agreement,
      their respective agents or employees.




12.5  Project
      Insurance .
      At the request of
      FirstEnergy, Contractor shall procure Construction All Risk property insurance
      with limits of $5,000,000 per loss event and deductibles not to exceed either
      one hundred thousand dollars ($100,000) or five hundred thousand dollars
      ($500,000) (which desired deductible level FirstEnergy will inform Contractor
      of
      during the Development Phase), with the following coverages:




(A)  For
      each
      Subproject, for the period from Notice to Proceed until
      commencement of the Warranty Period  (1) “All Risks” of  physical loss
      or damage to the Subproject and (2) any physical loss
      or damage
      to existing property of FirstEnergy or its Affiliates arising from or in
      connection with the  work hereunder ;  and




(B)  For
      each
      Subproject, during the Warranty Period,  extended maintenance covering
      loss
      or damage caused by any act or omission of Contractor or its Subcontractors
      while at the Site during the construction period and/or Contractor
      or
      its Subcontractors while at the Site for the purpose of doing any work
      in
      order to comply with the  warranty obligations under this Agreement.




Contractor
      shall
      separately invoice FirstEnergy for all policy premiums and FirstEnergy shall
      pay
      such invoice no later than the date of Contractor’s next subsequent payment due
      date provided under Section
      5.1 above.




Subject
      to the
      provisions of Section
      18.4(A) ,
      payment of all
      deductibles arising under this policy shall be to FirstEnergy’s
      account.




12.6  Payment
      and
      Performance Bonds .
      With respect to
      each AQC Unit, at the request of FirstEnergy, Contractor shall provide
      FirstEnergy with a Bond valued in the aggregate in an amount equal to [*****]
      thereon through the date of Final Completion (the **“Available
      Amount”** ).
      The value of the
      Bond shall be reviewed and amended every three months such that the value of
      the
      Bond is updated to reflect the amount of [*****] as set out herein.




With
      respect to the
      Bond for Subproject(s) which will be performed as an FE Vendor Arrangement,
      upon
      achievement of Final Completion, the Available Amount under such Bond shall
      be
      reduced to an amount equally pro-rated between all AQC Units performed under
      an
      FE Vendor Arrangement as is required for Contractor to provide Bonds during
      the
      Warranty Period in a cumulative aggregate amount of no greater than $[******]
      in
      respect of all such AQC Units.




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With
      respect to the
      Bond for Subproject(s) which will be performed as a Wrap Arrangement, upon
      the
      achievement of Mechanical Completion, Contractor shall increase the Available
      Amount of such Bond by an amount equal to the difference between [******]
      through such date and the Contractor’s maximum liability for Performance
      Liquidated Damages for such Subproject. Upon commencement of the Warranty
      Period, the Available Amount of such Bond shall be reduced to an amount no
      greater than the amount of [******] through the date of Mechanical Completion.
      Upon achievement of Final Completion, the Available Amount under such Bond
      shall
      be reduced to an amount no greater than $[******]. With respect to each
      Subproject, the Bond shall expire at the end of the Warranty Period and
      FirstEnergy shall return such Bond to Contractor within [******] days of such
      expiration.




With
      respect to
      each Bond, FirstEnergy may draw upon such Bond with respect to any amount due
      from Contractor to FirstEnergy in satisfaction of any Contractor obligation
      under this Agreement that has not been paid within thirty (30) days of
      FirstEnergy’s demand therefore. The parties agree that drawdown under a Bond by
      FirstEnergy shall be permitted as follows:




(A)  to
      the extent the
      amount requested is not in excess of the then Available Amount thereunder as
      determined in the Bond; and




(B)  the
      Agreement has
      not been terminated by reason of mutual consent or by FirstEnergy’s default;
      and




(C)  one
      of the
      following has occurred:




(1)  a
      Contractor Event
      of Default in respect of the subject Subproject has occurred; or




(2)  Contractor
      has not
      paid FirstEnergy any sums or damages in respect of the subject Subproject within
      the time stipulated, or, if none is provided, within a reasonable time, that
      it
      is obliged to pay pursuant to this Agreement in respect of such Subproject,
      including but not limited to any undisputed Schedule Liquidated Damages or
      Performance Liquidated Damages, and any amounts due pursuant to any indemnity,
      if applicable; and




(3)  the
      amount being
      claimed in respect of any of the above circumstances does not exceed
      FirstEnergy’s good faith estimate of the amount that FirstEnergy is entitled to
      recover from Contractor under the Agreement.




In
      the event FirstEnergy draws down on any Bond and it is later determined that
      such drawdown or payment was in excess of FirstEnergy’s rights as provided
      above, FirstEnergy shall return such amount to Contractor upon such
      determination within five (5) Business Days, with interest at the rate set
      forth
      in Section
      5.2(A)(2)(iv) from the date of
      drawn down until the date such amount is returned.




The
      premium for
      these Bonds shall be separately invoiced to FirstEnergy and FirstEnergy shall
      pay such invoice no later than the date of Contractor’s next subsequent payment
      due date provided under Section
      5.1 above. 
      Contractor shall deliver the executed originals and two executed copies of
      each
      Bond to FirstEnergy prior to commencing any work. Commencement of the Project
      or
      any Subproject by Contractor without having provided the Bonds shall not be
      considered a waiver or release by FirstEnergy of the requirement for the Bonds.




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12.7  Security
      for
      Vendor Termination Costs .
      During the
      Development Phase of any Subproject which will be performed as a Wrap
      Arrangement, Contractor will identify to FirstEnergy any contract with an OEM
      for such Subproject which will require payment to the vendor of cancellation
      or
      termination fees or similar costs ( **“Vendor
      Termination Costs”** )
      in the event such
      contract is terminated by Contractor prior to completion of performance, and
      a
      description (including the dollar amount and the circumstances of payment)
      of
      the Vendor Termination Costs for such vendor contract. Provided that FirstEnergy
      has approved such vendor contract and the identified Vendor Termination Costs
      associated therewith prior to the Commencement Date for such Subproject,
      FirstEnergy will provide to Contractor a Bond, or similar form of security
      acceptable to Contractor as security for reimbursement of such Vendor
      Termination Costs, but only at such time(s) and in such amount(s) as Contractor
      would then be exposed to an obligation to pay such Vendor Termination Costs
      if
      the vendor agreement were terminated at that time. For purposes of clarity,
      Vendor Termination Costs shall not include any amount attributable to a failure
      of performance or payment by Contractor (other than at the direction of
      FirstEnergy or other than to the extent such is directly due to FirstEnergy’s
      failure to timely pay any amounts that are due and outstanding under this
      Agreement), any amount corresponding to a payment which has been paid by
      FirstEnergy to Contractor, or any amount not specifically approved by
      FirstEnergy as a Vendor Termination Cost prior to the Commencement Date of
      the
      Subproject (or after the Commencement Date pursuant to a Change Order in
      accordance with Article
      8 ).






**ARTICLE
      13
      - WARRANTY AND CORRECTION OF** **WORK**




13.1  Warranty . With respect to
      each Subproject, the warranties set forth in this Article
      13 are referred to collectively as the **“Warranty”** .
      With respect to
      each Subproject (or AQC Unit, as applicable), the period ending two (2) years
      after the date that the requirements of Final Completion of such Subproject
      (or
      AQC Unit, as applicable) with respect to successful passage of the Performance
      Tests or liquidation thereof as provided in Section
      6.3(A)(ii) and the
      Reliability Standard as provided in Section
      6.3(A)(iv) have been achieved
      is referred to as the **“Warranty
      Period”** for that
      Subproject (or AQC Unit, as applicable), and Contractor’s obligations and
      liabilities under this Article
      13 (irrespective of whether such claim arises from a patent or latent defect)
      shall
      cease upon the termination of the Warranty Period for such Subproject (or AQC
      Unit, as applicable).




(A)  Warranty
      of
      Professional Services .
      Contractor hereby
      warrants that the Professional Services provided by Contractor shall be
      performed in accordance with Good Practices, the requirements of this Agreement,
      the Drawings and Specifications, Applicable Law, and Applicable Codes and
      Standards .




(B)  Warranty
      of
      Services Other Than Professional Services .
      Contractor hereby
      warrants that all Craft Labor, and any services other than Professional Services
      provided by Contractor and its Subcontractors, shall be performed in accordance
      with Good Practices, the requirements of this Agreement, the Drawings and
      Specifications, Applicable Law, and Applicable Codes and Standards.




(C)  Warranty
      of
      Materials .
      Contractor hereby
      warrants that the Materials, and each component thereof (other than Materials
      provided by an FE Vendor) shall be:




(1)  new,
      complete, fit
      for the purpose specified in this Agreement and of suitable grade for the
      intended function and use;




(2)  in
      accordance with
      Good Practices;




(3)  in
      accordance with
      this Agreement, including FirstEnergy’s Requirements, the Drawings and
      Specifications, Applicable Law, and Applicable Codes and Standards;




(4)  free
      of
      encumbrances to title; and




(5)  free
      from defects
      in design, material and workmanship.




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(D)  Subcontractor
      Warranties .
      Contractor shall
      obtain warranties from Subcontractors consistent with Sections
      13.1(A),  13.1(B) ,
      and 13.1(C) ,
      which shall be
      deemed to run to the benefit of FirstEnergy, its assignee(s), and Contractor.
      All warranties provided by any Subcontractor shall be in such form as to permit
      direct enforcement by Contractor or FirstEnergy (or its assignees) against
      any
      Subcontractor whose warranty is called for (but only in the event that
      Contractor has not performed, or no longer has any warranty obligations with
      respect to the subject matter of such directly enforced warranties). This Section 13.1(D) shall not in any
      way be construed to limit Contractor’s obligations under Sections
      13.1(A),  13.1(B) ,
      or 13.1(C) of this
      Agreement.




(E)  Exceptions
      to
      Warranty .
      The Warranty
      excludes remedy for damage or failure to the extent Contractor can demonstrate
      that such damage or failure was caused by: (i) improper repairs,
      replacements or alterations of the Project by FirstEnergy; (ii) operation,
      maintenance or use of the Project in a manner not in material compliance with
      the operating parameters to be mutually determined by the Parties during the
      Development Phase or
      (iii)
      maintenance that may be required as a result of normal wear and
      tear.




13.2  Correction
      of
      Work .




(A)  Correction
      of
      Work Prior to Commencement of the Warranty Period .
      With respect to
      each Subproject (or AQC Unit, as applicable), prior to commencement of the
      Warranty Period, Contractor shall promptly correct or procure the correction
      of
      work rejected by FirstEnergy or that fails to comply with the requirements
      of
      the Agreement, whether or not fabricated, installed or completed. FirstEnergy
      shall be responsible for paying in accordance with Exhibit
      5.1 all costs of
      correcting such work, including additional testing and inspections and
      compensation for consultants retained by FirstEnergy and expenses made necessary
      thereby. For purposes of clarity, commencement of the Warranty Period shall
      not
      preclude Contractor’s right to be paid in accordance with Exhibit
      5.1 for any work
      performed thereafter to fulfill any of its then remaining obligations, other
      than with respect to performance of work required to satisfy its Warranty
      obligations.




(B)  Correction
      of
      Work During the Warranty Period .




(1)  If,
      during the
      Warranty Period, FirstEnergy discovers any nonconformance with the warranties
      set forth in Section
      13.1 ( **“Warranty
      Non-Conformance”** ),
      FirstEnergy
      shall provide Contractor with written notice detailing such Warranty
      Non-Conformance as soon as practicable following such discovery but in no event
      later than the end of the Warranty Period. Such notice shall be in accordance
      with warranty procedures (as will be mutually agreed upon between FirstEnergy
      and Contractor during the Development Phase).




(2)  In
      the event of any
      Warranty Non-Conformance with the warranty provided under Section 13.1(A) ,
      Contractor shall,
      at its sole expense, reperform such non-conforming Professional
      Services.




(3)  In
      addition, but
      subject to the limitation of remedies set forth in Section
      13.3 ,
      in the event of
      any Warranty Non-Conformance with the warranties provided under Section
      13.1(A) , Section
      13.1(B) or Section
      13.1(C) ,
      Contractor and/or
      its Subcontractors shall provide and perform (or reperform) any work (including
      any required assembly or disassembly of any affected work or other structure,
      installation, equipment, fixtures, or portion of the Site and or any required
      obligations under Section
      3.9(B) ),
      whether by
      repair, replacement or otherwise, as required to correct any such Warranty
      Non-Conformance ( **“Corrective
      Work”** ),
      at Contractor’s
      expense. If the alleged nonconformance is established to be due to FirstEnergy
      act or omission or ordinary wear and tear or as otherwise excluded from warranty
      coverage under Section
      13.1(E) ,
      all reasonable
      Contractor costs will be the subject of a Change Order.




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(C)  Response
      Period .
      During the
      Warranty Period, Contractor shall initiate Corrective Work within five (5)
      days
      after receiving notification from FirstEnergy of the existence of any Warranty
      Non-Conformance, or within such other period as the Parties may agree with
      due
      regard for the involvement of appropriate Subcontractors, and shall diligently
      and continuously use all reasonable efforts to complete same within thirty
      (30)
      days or such other period which such completion may reasonably require.
      Notwithstanding the foregoing, if a Warranty Non-Conformance causes a Generating
      Unit outage, or presents an imminent threat to the safety or health of any
      person or the risk of material damage to property, then Contractor shall
      initiate Corrective Work within the lesser of: (a) a reasonable period under
      the
      circumstances, or (b) twelve (12) hours; and shall diligently and
      continuously use all reasonable efforts to complete same within fifteen (15)
      days or such other period which such completion may reasonably require. The
      time
      periods specified in this Section
      13.2(C) for initiation and
      completion of Corrective Work
      are referred
      to herein as the **“Response
      Period.”**




(D)  FirstEnergy
      Right to Correct or Complete Work . Subject to the
      limitations of remedies provided in Section
      13.3 ,
      during the
      Warranty Period, if Contractor fails or refuses to initiate Corrective Work
      or
      to diligently and continuously utilize all reasonable efforts to complete same
      within the Response Period, then FirstEnergy, after further notice to
      Contractor, may perform such Corrective Work with its own forces or those of
      another vendor, and (x) if there are outstanding amounts due to Contractor
      from
      FirstEnergy, charge Contractor a backcharge (at reasonable rates) against such
      outstanding amounts, or (y) in the event no such outstanding amounts exist,
      charge Contractor for all reasonable costs and expenses associated with the
      performance or reperformance of such Corrective Work.




13.3  Limitation
      of
      Remedies .
      Contractor shall
      perform Corrective Work for any Warranty Non-Conformance with the warranties
      set
      forth in Sections
      13.1(A),  13.1(B) ,
      and 13.1(C) at Contractor’s
      sole expense; provided, however, that Contractor shall not be required to incur
      expense in excess of $[******] in the cumulative aggregate in connection with
      performing any Corrective Work under this Agreement (provided the foregoing
      limit shall exclude amounts expended by Contractor to reperform its Professional
      Services as provided in Section
      13.2(B)(2) ).
      Upon the
      attainment of the expenditure limit described in the prior sentence, Contractor
      shall have no further liability with respect to the warranties provided under Sections
      13.1(B) or 13.1(C) and further shall
      have no additional obligation to thereafter perform any Corrective
      Work.




13.4  THE
      WARRANTIES
      CONTAINED IN THIS AGREEMENT ARE EXCLUSIVE AND CONTRACTOR MAKES NO OTHER
      WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE,
      INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PURPOSE, RELATING
      TO
      DESIGN OR OTHER SERVICES, OR TO EQUIPMENT OR MATERIALS TO BE SUPPLIED BY
      CONTRACTOR UNDER THIS AGREEMENT.






**ARTICLE
      14
      PAYMENT OF ACCOUNTS; WAIVER OF LIEN RIGHTS**




14.1  Contractor
      shall
      promptly pay all claims for labor, material, services, and other expenses
      incurred by it and its Subcontractors in connection with the
      Project.




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14.2  Waiver
      of Lien
      Rights .
      To the extent
      permitted by law, Contractor, for itself and anyone else acting or claiming
      through or under it, does hereby expressly waive and relinquish all right to
      file a mechanics' or materialmen's lien, or notice of intention to file any
      lien, and agrees that no mechanics', materialmen’s, or similar lien shall be
      filed or maintained against any property where the Project is to be performed,
      or any interest of FirstEnergy in such property, by or in the name of Contractor
      or any Subcontractor, materialman or laborer acting or claiming through or
      under
      Contractor for work performed or materials furnished in connection with this
      Agreement. Contractor further agrees that it will defend, indemnify and hold
      FirstEnergy harmless from and against any and all loss, cost, expense (including
      attorneys' fees and costs of defense), liability, claim or demand arising from
      any mechanics', materialmen's or similar lien of Contractor or any
      Subcontractor, sub-subcontractor, materialman, supplier or laborer acting or
      claiming through or under Contractor for work performed or materials furnished
      in connection with this Agreement. Notwithstanding the foregoing, Contractor
      shall not be required to so waive its rights or to cause Subcontractors to
      so
      waive their rights to file any mechanics' or materialmen's lien with respect
      to
      any Subproject for which FirstEnergy assigns its rights and obligations under
      this Agreement to another entity, , and in such event Contractor’s obligation to
      defend, indemnify and hold harmless FirstEnergy against any such liens shall
      apply only to the extent that Contractor has been timely paid all amounts due
      under the Agreement.




14.3  No-Lien
      Agreement .
      Contractor shall
      execute a Waiver of Liens Agreement consistent with the foregoing provisions
      of
      this Article
      14 ,
      and acceptable in
      form and substance to FirstEnergy, in recordable form, which FirstEnergy may
      file in the jurisdiction(s) in which the Project will be performed.




14.4   Right
      to
      Withhold .
      FirstEnergy may
      require evidence reasonably satisfactory to it from Contractor that all work
      in
      progress, work done or delivered, or service performed, for which FirstEnergy
      has made a payment, are free and clear of mechanic's, materialmen’s, and other
      liens, attachments, claims, demands, charges or other similar encumbrances.
      If
      evidence of mechanic’s, materialmen’s, and other liens, attachments, claims,
      demands, charges or other similar encumbrances is discovered, FirstEnergy may
      withhold payments due Contractor in amount sufficient to cover any such
      potential claim. Prior to invoicing final payment, Contractor and its
      Subcontractors shall sign a release of liens in a form prepared by FirstEnergy
      and furnished to Contractor. As applicable pursuant to Section
      14.2 ,
      Contractor shall,
      within thirty (30) days, cause to be discharged and terminate any mechanics’ or
      materialmen’s lien filed by any of its Subcontractors, sub-subcontractors,
      materialman, laborers or suppliers, or shall bond against the same at its own
      cost and expense with a bond satisfactory to FirstEnergy.




14.5  Subcontracts .
      Every subcontract
      for any portion of the Project shall contain an undertaking by the Subcontractor
      similar in effect to this Article
      14 .
      It is intended by
      the Parties that Contractor's agreement to waive and relinquish lien rights
      as
      above provided shall be effective only in those jurisdictions which permit
      such
      agreement to be made. The fact that some jurisdictions in which work will be
      performed do not permit such waiver shall not affect the enforceability of
      this
      waiver in those jurisdictions that do permit such waivers. The above obligations
      of the Contractor and/or Subcontractors are supplementary to and not a
      substitute for rights of FirstEnergy, its subsidiaries and affiliates, under
      the
      provisions of the Mechanics Lien Laws of the jurisdiction in which the work
      is
      being performed.




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**ARTICLE
      15
      - DEFAULT, TERMINATION AND SUSPENSION**




15.1  Default
      by
      Contractor .




(A)  Termination
      by
      FirstEnergy for Default .
      With respect to
      each Subproject, if Contractor shall at any time (i) refuse or materially fail
      to provide sufficient properly skilled workers, adequate supervision or
      materials of the proper quality; (ii) fail in any material respect to prosecute
      such Subproject according to the Project Schedule; (iii) materially fail to
      comply with any provision of this Agreement; (iv) make a general assignment
      for
      the benefit of its creditors; or (v) become insolvent, have a receiver
      appointed, or make a general assignment for the benefit of its creditors, in
      which such case the cure provisions found below shall not apply, then, after
      FirstEnergy serving written notice to Contractor specifying the nature and
      origin of the alleged default, unless Contractor shall have taken adequate
      steps
      to cure such condition within forty-five (45) days of such notice, or if the
      default is impossible to correct within such forty-five (45) day period], then
      within a reasonable period of time not to exceed sixty (60) days from the date
      of such notice (or a longer period, if agreed by FirstEnergy in its sole
      discretion) provided Contractor has commenced corrective action within seven
      (7)
      days after receiving notice of such condition from FirstEnergy and has proceeded
      diligently to cure such condition thereafter, then FirstEnergy, at its option,
      without voiding the other provisions of this Agreement and without further
      notice to any Party, may (a) take such steps as are necessary to overcome the
      condition, (b) terminate for default Contractor’s performance of all or any part
      of the Subproject by written notice to Contractor, or (c) seek specific
      performance or interlocutory mandatory injunctive relief requiring performance
      of Contractor’s obligations, provided, only to the extent that such relief may
      be necessary to avoid irreparable harm to FirstEnergy.




(B)  Additional
      Rights of FirstEnergy Upon Termination .
      In the event that
      FirstEnergy terminates this Agreement in whole or in part for default, then
      FirstEnergy may, at its sole option, (i) enter onto the Site and take
      possession, for the purpose of completing the Project, all of the equipment,
      Materials, tools, supplies, documents, and information of Contractor (subject
      to
      reasonable arrangement for costs associated therewith to the extent not already
      paid), (ii) take assignment of any or all of the Subcontracts, (iii) either
      itself or through others complete the Project by the most cost efficient means
      reasonably practicable, and/or (iv) recover from Contractor any direct damages
      suffered by FirstEnergy as a result of such default. Subject to FirstEnergy’s
      foregoing recovery rights, Contractor shall be paid according to the terms
      of
      this Agreement for all work performed and materials provided or committed prior
      to termination plus the amount of Fee and G&A accrued prior to the date of
      termination but shall not be entitled to recover any of its close out costs
      (except third party demobilization, cancellation and other termination costs
      if
      any). FirstEnergy’s rights under this Section 15.1(B) are in addition to
      any other rights provided for under this Agreement. FirstEnergy agrees to act
      reasonably and use its best efforts to mitigate any costs it might incur in
      connection with any termination for default.




(C)  Erroneous
      Termination for Default .
      If any
      termination for default by FirstEnergy is found to be not in accordance with
      the
      provisions of this Agreement or is otherwise deemed to be unenforceable, then
      such termination for default shall be deemed to be a termination for convenience
      as provided in Section 15.2 .




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15.2  Termination
      for
      Convenience by FirstEnergy .
      FirstEnergy shall
      have the right to terminate for convenience Contractor’s performance of all or
      any part of the Project or any Subproject by providing Contractor with a written
      notice of termination. Upon receipt of notice of termination for convenience,
      Contractor shall (i) immediately discontinue the Project (or portion thereof)
      on
      the date and to the extent specified in such notice, (ii) except as agreed
      by
      FirstEnergy, place no further orders for Subcontracts, Materials, or services
      except as may be necessary for completion of such portion of the Project (or
      portion thereof) as is not discontinued, (iii) promptly make every reasonable
      effort to procure cancellation or assignment upon terms satisfactory to
      FirstEnergy of all Subcontracts and rental agreements to the extent they relate
      to the performance of the Project (or portion thereof) that is discontinued,
      (iv) cooperate with FirstEnergy for the efficient transition of the Project,
      and
      (v) thereafter execute only that portion of the Project as may be necessary
      to
      preserve and protect work already in progress and to protect Materials at the
      Site or in transit thereto, and to comply with all Applicable Laws and
      Governmental Authorities. FirstEnergy may, at its sole option, take assignment
      of any or all of the Subcontracts. Contractor shall be paid according to the
      terms of this Agreement for all work performed prior to demobilization and
      materials and equipment provided or committed prior to termination plus
      reasonable direct close-out costs (including reasonable demobilization,
      cancellation and other termination costs) plus the amount of [******] prior
      to
      demobilization.




15.3  Suspension
      of
      Project .
      FirstEnergy may,
      for any reason, at any time and from time to time, by ten (10) days prior
      written notice to Contractor, suspend the carrying out of the Project or any
      part thereof, whereupon Contractor shall suspend the carrying out of the Project
      or any part thereof for such time or times and in such manner as FirstEnergy
      may
      require. During any such suspension, Contractor shall properly protect and
      secure the Project in such manner as FirstEnergy may reasonably require. Unless
      otherwise instructed by FirstEnergy, Contractor shall during any such suspension
      maintain its staff and labor on or near the Site and otherwise ready to proceed
      with the Project upon receipt of FirstEnergy’s further instructions. FirstEnergy
      and Contractor shall negotiate a Change Order as provided in Section
      8.2 ,
      and Contractor
      shall be paid during such suspension period for the reasonable costs (including
      actual overhead and reasonable profit) of such suspension, including
      demobilization and remobilization costs, if required, along with appropriate
      supporting documentation to evidence such costs, and the Changed Criteria shall
      be equitably adjusted to reflect such suspension. In the event that
      FirstEnergy does not pay Contractor any undisputed amounts due under this
      Agreement within fifteen (15) days after Notice that such payment has become
      due, Contractor, may at its option, suspend the performance of the Project,
      and
      its obligations under this Agreement, until such payment is made and such
      suspension shall be treated as a suspension under this Section
      15.3 If FirstEnergy
      does not make payment of any undisputed amounts due under this Agreement within
      thirty (30) days after Notice that such payment becomes due, then Contractor
      may
      terminate this Agreement. In the event Contractor so terminates this Agreement,
      such termination shall be treated as a termination pursuant to Section
      15.2 .






**ARTICLE
      16
      - INDEMNITIES**




16.1  Contractor’s
      Indemnity .
      Contractor shall
      indemnify, defend, and hold harmless the FirstEnergy Indemnified Parties from
      and against any and all Losses which any of the FirstEnergy Indemnified Parties
      may suffer or incur to the extent arising out of: (A) personal injury or death
      of any person, damage to the property of a Third Party, or damage to the
      property of a FirstEnergy indemnified Party (subject to the limitation set
      forth
      in Section
      18.4(A) ),
      in each case to
      the extent resulting from the negligent acts or omissions of Contractor, its
      Affiliates, and/or their respective agents, employees, and subcontractors;
      or
      (B) fines and penalties imposed on the FirstEnergy Indemnified Parties to the
      extent resulting from Contractor’s failure to comply with Applicable Laws
      governing Contractor (except to the extent a portion of such fine or damage
      is
      attributable to the acts of any FirstEnergy Indemnified Parties), subject to Section
      18.3 .




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16.2  FirstEnergy’s
      Indemnity .
      FirstEnergy shall
      indemnify, defend, and hold harmless the Contractor Indemnified Parties, from
      and against any and all Losses which any of the Contractor Indemnified Parties
      may suffer or incur to the extent arising out of: (A) personal injury or death
      of any person, or damage to the property of a third party, in each case to
      the
      extent resulting from the negligent acts or omissions of FirstEnergy, its
      Affiliates, and/or their respective agents, employees, and subcontractors
      (except Contractor and any subcontractor of Contractor); or (B) fines and
      penalties imposed on the Contractor Indemnified Parties to the extent resulting
      from FirstEnergy’s failure to comply with Applicable Law governing FirstEnergy
      (except to the extent a portion of such fine or change is attributable to acts
      of any Contractor Indemnified Parties).




16.3  Patent
      and
      Copyright Indemnification .
      Contractor shall
      fully indemnify, save harmless and defend FirstEnergy Indemnified Parties from
      any and all Losses arising out of or resulting from or related to actual
      or asserted
      violation, infringement, or misappropriation of any domestic or foreign patent
      rights, copyrights or other intellectual property, proprietary or
      confidentiality rights with respect to materials and information designed or
      used by Contractor or any Subcontractor in performing the Project .
      In the event that
      any suit, claim, temporary restraining order or preliminary injunction is
      granted in connection with Section 16.3 , **** Contractor
      shall
      make every reasonable effort, by giving a satisfactory bond or otherwise, to
      secure the suspension of the injunction or restraining order. If, in any such
      suit or claim, the materials and information designed or used by Contractor
      or
      any Subcontractor in performing the Project, or any part, combination or process
      thereof, is held to constitute an infringement and its use is permanently
      enjoined, Contractor shall promptly make every reasonable effort to secure
      for
      FirstEnergy a license, at no cost to FirstEnergy, authorizing continued use
      of
      the infringing work. If Contractor is unable to secure such a license within
      a  reasonable
      time,
      Contractor shall, at its own expense and without impairing performance
      requirements, either replace the affected work, in whole or part, with
      non-infringing components or parts or modify the same so that they become
      non-infringing. FirstEnergy shall
      indemnify Contractor Indemnified Parties in the same terms as this Section
      16.3 ,
      mutatis mutandis,
      with respect to designs, equipment and processes required by FirstEnergy to
      be
      used and/or incorporated in connection with the Project.




16.4  Lien
      Indemnification of Contractor .
      Contractor shall
      promptly indemnify and hold harmless each FirstEnergy indemnified Party and
      defend each of them from any and all liens and similar encumbrances (including
      claims of Subcontractors) filed in connection with any Subproject brought by
      or
      in the name of Contractor or any Subcontractor, materialman or laborer acting
      or
      claiming through or under Contractor or any Subcontractor for work performed
      or
      materials furnished in connection with this Agreement, including all expenses
      and reasonable attorneys’ fees incurred in discharging any of same. If
      Contractor should default in promptly discharging any lien or similar
      encumbrances upon the Project, the Site or any portion thereof, or any materials
      encompassed therein, Contractor shall, within thirty (30) days of FirstEnergy’s
      written notice to Contractor demanding the discharge of such lien or
      encumbrance, satisfy or discharge the same (provided that Contractor shall
      have
      the right to submit a bond reasonably satisfactory to FirstEnergy, in the amount
      required by law, if Contractor, despite its reasonable efforts, has been unable
      to obtain discharge thereof) at its own cost and expense. If Contractor either
      does not satisfy or discharge such lien or similar encumbrance within the
      required thirty (30) days (or, where permitted, fails to provide FirstEnergy
      with a bond in lieu thereof), then FirstEnergy may, in its sole discretion,
      remove and discharge same. If FirstEnergy elects to exercise its right to remove
      and discharge, then Contractor shall be liable to FirstEnergy for all Losses
      incurred by FirstEnergy in discharging or removing same.




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16.5  Notice
      and Legal
      Defense . **** Promptly
      after
      receipt by an indemnified Party of any claim or notice of the commencement
      of
      any action, administrative or legal proceeding, or investigation as to which
      the
      indemnity provided for in Sections 16.1 , 16.2 , 16.3 ,
      or 16.4 applies, such
      Party shall notify the indemnifying Party in writing of such fact. The
      indemnifying Party shall, at its own cost and expense, assume on behalf of
      the
      indemnified Party and conduct with due diligence and in good faith the defense
      thereof with counsel selected by the indemnifying Party and reasonably
      satisfactory to the indemnified Party; provided that the indemnified Party
      shall
      have the right to be represented therein by advisory counsel of its own
      selection and at its own expense; and provided that if the defendants in any
      such action include both the indemnifying Party and the indemnified Party and
      the indemnified Party shall have reasonably concluded that there may be legal
      defenses available to it which are different from or additional to, or
      inconsistent with, those available to the indemnifying Party, the indemnified
      Party shall have the right to select up to one separate counsel to participate
      in the defense of such action on its own behalf at the indemnified Party’s
      expense. The indemnified Party shall provide reasonable support and assistance
      to the indemnifying Party in connection with the defense of any claim to which
      an indemnity provided for herein shall apply.




16.6  Waiver
      of
      Immunities .
      Each of
      Contractor and FirstEnergy, for itself, its successors, assigns, and
      subcontractors, hereby expressly agrees to waive any provision of any workers’
      compensation act or other similar law whereby such the indemnifying Party could
      preclude its joinder by an indemnified Party as an additional defendant, or
      avoid liability for damages, contribution, or indemnity in any action at law,
      or
      otherwise where the indemnifying Party’s or its subcontractor’s employee or
      employees, heirs, assigns, or anyone otherwise entitled to receive damages
      by
      reason of injury or death brings an action at law against any indemnified Party.
      An indemnifying Party 's obligation to an indemnified Party herein shall not
      be
      limited by any limitation on the amount or type of damages, benefits or
      compensation payable by or for the indemnifying Party under any worker's
      compensation acts, disability benefit acts, or other employee benefit acts
      on
      account of claims against the indemnified Party by an employee of the
      indemnifying Party or anyone employed directly or indirectly by the indemnifying
      Party or anyone for whose acts the indemnifying Party may be
      liable.




16.7  Comparative
      Negligence; Enforceability .
      Each Party’s
      indemnity obligations shall apply regardless of whether the indemnified Party
      was concurrently negligent (whether actively or passively), it being agreed
      by
      the Parties that their respective liability or responsibility for Losses under
      this Article
      16 shall be determined in accordance with principles of comparative negligence.
      In
      the event that any indemnity provisions in this Agreement are contrary to the
      law governing this Agreement, then the indemnity obligations applicable
      hereunder shall be applied to the maximum extent allowed by Applicable
      Law.






**ARTICLE
      17
      - CONFIDENTIALITY**




17.1  The
      Parties
      acknowledge that in the course of this engagement they will have access to
      and/or be in possession of Confidential Information of the other. With respect
      to each disclosure of Confidential Information under this Agreement, **“Disclosing
      Party”** shall mean the
      Party who discloses Confidential Information to the other Party, and **“Receiving
      Party”** shall mean the
      Party who receives Confidential Information from the Disclosing Party. In this
      Agreement, **“Confidential
      Information”** means scientific
      and technical information, formulas, devices, concepts, inventions, designs,
      drawings, methods, techniques, marketing and commercial strategies, information
      concerning the Disclosing Party’s or any of its Affiliates’ customers or
      suppliers, processes, data concepts, and know-how, and unique combinations
      of
      separate items which individually may or may not be confidential, which
      information is not generally known to the public and either derives economic
      value, actual or potential, from not being generally known or has a character
      such that the Disclosing Party or any of its Affiliates has an interest in
      maintaining its secrecy. Confidential Information disclosed in writing shall
      be
      marked at the time of disclosure to indicate it is confidential, and/or if
      it is
      disclosed in any other manner, it shall be identified and described in writing
      within thirty (30) days following such disclosure, and be marked "Confidential
      Information" with its date of disclosure.




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17.2  Each
      Party shall
      hold in confidence all Confidential Information of the other to which it may
      have access hereunder, and shall use such Confidential Information solely for
      the performance of its obligations under this Agreement. The Receiving Party
      shall take all reasonable and appropriate measures to safeguard the Confidential
      Information from theft, loss, and negligent disclosure to others, including
      any
      such measures as it takes with respect to its own Confidential Information
      of
      like kind. Access to Confidential Information shall be restricted to those
      of
      the Receiving Party's personnel with a need to know such information in
      connection with the performance of its obligations under this Agreement. The
      obligations set forth in this Article shall expire five (5) years after Final
      Completion of the last Subproject; provided, that such expiration shall not
      affect the rights of either Party under applicable state trade secrets
      law.




17.3  The
      obligations of
      the Receiving Party under this Agreement shall not apply with respect to
      Confidential Information which the Receiving Party can establish by documentary
      evidence: (a) is or has become generally known to, or readily ascertainable
      by,
      the public without the fault or omission of the Receiving Party or its employees
      or agents; (b) was known to the Receiving Party prior to the first disclosure
      of
      such information by the Disclosing Party; (c) was received by the Receiving
      Party without restrictions as to its use from a third party who is lawfully
      in
      possession and not restricted as to the use thereof; or (d) was independently
      developed by the Receiving Party through persons who have not had, either
      directly or indirectly, access to or knowledge of similar information provided
      by the Disclosing Party.




17.4  If
      the Receiving
      Party is requested or required (by oral questions, interrogatories, requests
      for
      information or documents, subpoena, Civil Investigative Demand or similar
      process) to disclose any Confidential Information supplied to Receiving Party
      in
      the course of its dealings with the Disclosing Party, Receiving Party shall
      provide the Disclosing Party with prompt notice of such request(s) so that
      the
      Disclosing Party may seek an appropriate protective order and/or waive Receiving
      Party's compliance with the provisions of this Agreement.




17.5  If
      a Party breaches
      or threatens to breach any of the provisions of this Article
      17 ,
      the Parties
      acknowledge that there may exist no adequate remedy at law, and hereby agree
      that the non-defaulting Party shall have the right to seek temporary and
      permanent injunctive relief to restrain such violation, without the necessity
      of
      posting a bond. The right to injunctive relief shall be cumulative and in
      addition to the right to seek and obtain other remedies, including monetary
      damages.




17.6  Restrictions
      on
      Public Announcements .
      Contractor shall
      not refer to this Agreement or reference FirstEnergy, its subsidiaries and
      affiliates, or the Site, directly or indirectly, in its advertising or
      promotional materials or communications, without the prior written consent
      of
      FirstEnergy.




17.7  Contractor
      shall
      incorporate the above provisions in all agreements with its Subcontractors,
      agents and assigns.






**ARTICLE
      18
      - LIMITATION OF LIABILITY**




18.1  Consequential
      Damages .
      Neither of
      FirstEnergy or Contractor, nor any of their respective Affiliates,
      subcontractors, FE Vendors, employees, officers, directors, shareholders,
      agents, and representatives, shall be liable under this Agreement or under
      any
      cause of action related to the subject matter of this Agreement, whether arising
      out of contract, warranty, tort (including negligence), strict liability,
      products liability, professional liability, indemnity, contribution, or any
      other cause of action for loss of profit, use, revenues, financing, bonding
      capacity or business opportunity, damages or losses for principal office
      expenses including the compensation of personnel stationed there, cost of
      replacement power, loss of data, losses resulting from downtime of the Site,
      cost of or repayment of capital, claims of customers, or any indirect,
      incidental, special or consequential damages of any nature (including claims
      of
      such Party’s customers, subcontractors, vendors or suppliers to the extent
      seeking recovery of damages described in this paragraph).




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18.2  Liquidated
      Damages Not Penalty .
      It is expressly
      agreed that Liquidated Damages payable under this Agreement do not constitute
      a
      penalty and that the Parties, having negotiated in good faith for such specific
      Liquidated Damages and having agreed that the amount of such Liquidated Damages
      is reasonable in light of the anticipated harm caused by the breach related
      thereto and the difficulties of proof of loss and inconvenience or
      nonfeasibility of obtaining any adequate remedy, are estopped from contesting
      the validity or enforceability of such Liquidated Damages. The Parties
      acknowledge that the availability of Liquidated Damages was an inducement to
      FirstEnergy’s agreement to waive consequential damages, and in the event any
      Liquidated Damages are held to be unenforceable, Contractor specifically agrees
      to mutually and in good faith negotiate an alternative financial settlement
      with
      FirstEnergy designed to compensate FirstEnergy in amounts similar to the amounts
      that FirstEnergy would have been entitled to receive had such Liquidated Damages
      not been held to be unenforceable.




18.3  Liquidated
      Damages as Exclusive Remedy .
      Payment of any
      Liquidated Damages with respect to any Subproject shall be in addition to,
      and
      not in lieu of, Contractor’s other obligations under this Agreement and shall,
      except to the extent provided herein, in no way affect FirstEnergy’s right to
      terminate this Agreement under Article
      15 or receive other Liquidated Damages or remedies contemplated in this Agreement
      for any other aspect of Contractor’s obligations hereunder. Notwithstanding the
      foregoing, but otherwise without limitation of FirstEnergy’s right to terminate
      under Section
      15.1 ,
      Liquidated
      Damages shall be FirstEnergy’s sole and exclusive remedy, and the payment of
      such Liquidated Damages or satisfaction of the Schedule or Performance
      Guarantees in accordance with this Agreement shall be the sole and exclusive
      liability of Contractor, for:




(A)  Delay
      as set forth
      in Section 6.5 (including any
      fines and penalties imposed on the FirstEnergy Indemnified Parties as a result
      of a failure of the Project to be completed within the time required under
      the
      NSR Consent Decree); and




(B)  failure
      of the
      Project to achieve Performance Guarantees as set forth in Section 7.2 (including any
      fines and penalties imposed on the FirstEnergy Indemnified Parties as a result
      of a failure of the Project to meet the emission limits required under the
      NSR
      Consent Decree).




18.4  Liability
      Cap Contractor's total
      liability to FirstEnergy Indemnified Parties arising out of or in connection
      with this Agreement shall be subject to the following limitations and
      conditions:




(A)  Contractor’s
      cumulative liability to FirstEnergy and its Affiliates for physical loss or
      damage to any property of such parties (including any Materials) shall not
      exceed the sum of: (i) the proceeds of the insurance coverage provided in
      Section 12.5, and (ii) $[******] per loss/event caused in whole or in part
      by
      Contractor or its Subcontractors fault or negligence prior to the end of the
      Warranty Period. No FirstEnergy Indemnified Party may make a claim under this
      Agreement for Losses arising out of damage to such Person’s property to the
      extent that such claim exceeds the foregoing limitation.




(B)  With
      respect to
      each Subproject, Contractor’s cumulative liability to FirstEnergy with respect
      to the following matters shall not in the aggregate exceed the [******] by
      Contractor on such Subproject and FirstEnergy may not claim an amount in excess
      thereof:




(1)  any
      and all
      warranty obligations provided in Section
      3.9(B) and Article
      13 ;




(2)  any
      and all
      Schedule Liquidated Damages owed by Contractor, as provided in Section 6.5 ;




(3)  any
      and all
      Performance Liquidated Damages (where the Subproject is an FE Vendor
      Arrangement) owed by Contractor, as provided in Section 7.2 ;
      and




(4)  any
      and all amounts
      owed by Contractor pursuant to Section
      15.1(B)(iv).




(C)  FirstEnergy
      may not
      claim an amount in excess of the amount set forth in Exhibit
      7.2 with respect to
      Performance Liquidated Damages (where the Subproject is a Wrap Arrangement)
      owed
      by Contractor as provided in Section
      7.2.




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(D)  With
      respect to
      each Subproject, subject to the foregoing sublimits and releases, Contractor’s
      cumulative total liability to the FirstEnergy Indemnified Parties arising out
      of
      or in connection with this Agreement and the work to be performed under this
      Agreement shall in no event exceed a cumulative aggregate amount equivalent
      to
      [******]% of the Contract Price paid to Contractor with respect to such
      Subproject (and provided further, with respect to the Subproject to be performed
      under a Wrap Arrangement, that the foregoing limitation shall in no event exceed
      the lesser of [******]% of the Contract Price paid to Contractor or $[******])
      and FirstEnergy and the FirstEnergy Indemnified Parties may not claim an amount
      in excess of the foregoing.




(E)  Notwithstanding
      the foregoing, the limitations of liability set forth in this Section 18.4 shall not apply to
      Losses arising out of: (i) Third-Party property damage and personal injury
      claims and (ii) infringement or misappropriation of patents, trade secrets
      or
      other intellectual property rights.




18.5  FirstEnergy's
      remedies specified in this Agreement are FirstEnergy's exclusive remedies for
      liabilities of Contractor arising under this Agreement. Contractor disclaims
      and
      FirstEnergy agrees to waive any standards of performance or warranties,
      including implied or statutory warranties, other than those expressed in this
      Agreement.




18.6  FirstEnergy
      represents that it and its Affiliates possess all ownership rights as to the
      Project and the existing facilities at the Site. FirstEnergy’s successors,
      assigns, and any future recipient of any equity ownership or other property
      interest in the Project and any of the existing facilities shall be bound by
      the
      releases, limitations on liability, and other protections of Contractor set
      forth hereunder.




18.7  Except
      to the
      extent prohibited by law, the waivers and disclaimers of liability, releases
      from liability, limitations of liability, indemnities, and exclusive remedy
      provisions set forth in this Agreement shall apply even in the event of the
      fault, negligence (in whole or in part), strict liability, or other basis of
      liability of the Party to whose benefit such provisions operate and shall extend
      to the benefit of such Party’s Affiliates, Subcontractors and its and their
      shareholders, directors, officers, employees, and agents.






**ARTICLE
      19
      - MISCELLANEOUS PROVISIONS**




19.1  Waiver .
      None of the terms
      or provisions of this Agreement shall be deemed waived except by a writing
      signed by the Party which is entitled to the benefits thereof. The failure
      of
      any Party to require performance of any provision hereof shall in no manner
      affect such Party's right at a later time to enforce the same. The waiver by
      a
      Party of any provision hereof shall not be deemed to be a continuing waiver
      of
      any such provision or a waiver of any other provision hereof.




19.2  Parties
      in
      Interest .
      Nothing in this
      Agreement is intended to confer any rights or remedies under or by reason of
      this Agreement on any Persons other than the Parties hereto, nor is anything
      in
      this Agreement intended to relieve or discharge the obligations or liabilities
      of any third Person or give any third Person any right of subrogation or action
      over or against any Party hereto. This Agreement is binding upon and shall
      inure
      to the benefit of the Parties and their permitted successors and assigns.




19.3  Assignment.




(A)  This
      Agreement is
      not assignable by Contractor, directly or indirectly, in whole or in part,
      without the prior written consent of FirstEnergy.




(B)  FirstEnergy
      shall
      have the right to assign its rights and obligations under this Agreement with
      respect to any or all Subprojects at any time to: (a) any Affiliate of
      FirstEnergy, (b) any Person succeeding to all or substantially all of the assets
      or business of FirstEnergy, or (c) any Person acquiring any property interest
      in
      or rights to develop and operate the Project Site, the Project, or any
      Subproject, by purchase, lease, or contractual arrangement, in any such case
      without the necessity of obtaining Contractor’s consent, provided FirstEnergy
      and/or such assignee has demonstrated the existence of reasonable financial
      and
      technical resources or other assurances to fulfill such assignee’s payment and
      other obligations hereunder. No assignment permitted hereunder shall release
      FirstEnergy from any of the limitations and releases from liability and other
      protections enjoyed by Contractor under this Agreement or from any obligations
      or liabilities of FirstEnergy arising or relating to events occurring prior
      to
      the date of such assignment.




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(C)  Assignment
      to
      Financing Assignee; Assumption by Financing Assignee .
      With respect to
      any one or more Subproject(s) for which FirstEnergy pursues project financing,
      prior to the Commencement Date of such Subproject(s), FirstEnergy may assign
      its
      rights under this Agreement with respect to each such Subproject to a project
      company in connection with effecting such financing (such project company,
      hereinafter a **“Financing
      Assignee”** ).
      Prior to such
      assignment, FirstEnergy shall on a timely basis keep Contractor informed as
      to
      the progress of any efforts to obtain such financing and shall similarly provide
      Contractor with copies of Financing Documents or portions thereof relevant
      to
      Contractor’s interest (and allow Contractor an opportunity to review and comment
      thereon). An assignment in connection with such a financing shall only be
      effective if prior to such assignment, the Financing Assignee shall have entered
      into either: (i) binding financing arrangements to provide sufficient funds
      for
      the construction of the assigned Subproject and fulfillment of its payment
      obligations to Contractor with respect to such Subproject which Financing
      Assignee is entitled to make the first drawdown; or (ii) if the Financing
      Assignee has obtained financing commitments of less than the total cost of
      the
      assigned Subproject and amounts necessary to fulfill its payment obligations
      to
      Contractor with respect to such Subproject, mutually acceptable agreements
      with
      Contractor concerning appropriate security for payment for the assigned
      Subproject and release of FirstEnergy’s obligations hereunder with respect to
      such Subproject (except as noted below). In addition, the Financing Assignee
      shall also be required to have arranged to provide any Bond required under Section
      12.6 .
      Upon Contractor
      being specifically notified in writing that FirstEnergy has so assigned any
      such
      Subproject and that such Financing Assignee has succeeded to FirstEnergy’s
      interests and assumed the obligations of FirstEnergy thereunder, Contractor
      shall accept the Financing Assignee in place of FirstEnergy for all purposes
      under or in connection with this Agreement in respect of such assigned
      Subproject for the remainder of its term, provided the foregoing conditions
      precedent to such assignment have been satisfied. In connection with such
      assignment, Contractor shall provide assignments and consents, acknowledgments,
      estoppel certificates, legal opinions and such other closing documents as are
      customary in such transactions and in form reasonably acceptable to Contractor.
      Except with respect to the assigned Subproject, no Financing Assignee shall
      otherwise be liable for payment, performance, or observation of any of the
      obligations or duties of FirstEnergy. No assignment permitted hereunder shall
      release FirstEnergy from any of the limitations and releases from liability
      and
      other protections enjoyed by Contractor under this Agreement. Once such
      assignment if effected, there shall be no modification to the Financing
      Documents that operates to reduce the funds available to pay amounts due to
      Contractor from the Financing Assignee or to increase Contractor’s obligation(s)
      under this Agreement without the prior consent of Contractor.




(D)  Information
      for
      Financing Parties .
      Contractor shall
      provide such documents and other technical assistance in its possession, or
      which can reasonably be prepared, as FirstEnergy may reasonably request in
      connection with obtaining financing for the Project (or any Subproject(s)).
      During the performance of the work, Contractor shall make available to
      FirstEnergy, any Financing Assignee, and its financing parties (provided, such
      parties have executed non-disclosure agreements similar in substance to the
      provisions of Article
      17 of the Agreement) information relating to the status of the work including
      information relating to the design, engineering, construction and testing of
      the
      Project and such other matters as FirstEnergy, the Financing Assignee, or its
      financing parties may reasonably request.




(E)  Right
      to
      Inspect .
      The financing
      parties and their engineers and consultants shall have the right to participate
      in all inspections conducted by the Financing Assignee under the assigned
      Subproject(s) and to attend all Performance Tests of the assigned Subproject(s).
      FirstEnergy and/or the Financing Assignee shall cause all such persons to
      observe Contractor’s security and safety regulations at all applicable locations
      and to refrain from interfering with Contractor’s performance of the
      work.




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(F)  Contractor’s
      Cooperation .
      Contractor agrees
      to cooperate with FirstEnergy in FirstEnergy’s negotiation and execution of the
      Financing Documents, including appropriate assignments of FirstEnergy’s rights
      under this Agreement to financing parties and reasonable consents or similar
      agreements related to this Agreement requested by financing parties. For
      purposes of this cooperation, any assignment, consent or similar agreement
      that
      would in any material respect increase Contractor's costs or risks under this
      Agreement without appropriate additional compensation to Contractor under this
      Agreement will not be considered to be reasonable or appropriate.




19.4  Governing
      Law;
      Dispute Resolution .
      This Agreement
      shall be governed by and interpreted in accordance with the laws of the State
      of
      Ohio. The Parties expressly exclude the applicability of the United Nations
      Convention on Contracts for the International Sale of Goods, if the same would
      otherwise apply here. All claims, disputes and other matters in question between
      Contractor and FirstEnergy, arising out of or relating to this Agreement or
      the
      breach thereof, shall be settled, if possible, by negotiation and mutual
      agreement of the parties thereto. Each Party shall give notice promptly (or
      in
      the case of a disputed Change Order, within 15 Business Days after rejection
      of
      such Change Order) to the other of the claim, dispute or other matter in
      question arising out of or relating to this Agreement or that breach thereof
      (“Notice of Dispute”). Within ten (10) calendar days following such notice, the
      Parties’ project management oversight team or other senior representatives shall
      conduct good faith negotiations with the object of reaching mutual agreement.
      If
      the senior representatives of the Parties are unable to agree within twenty
      days
      after delivery of a Notice of Dispute, then any legal suit, action, or
      proceeding arising out of or relating to this Agreement, shall be instituted
      in
      any Ohio Federal court to the extent such federal court has jurisdiction over
      the dispute. Notwithstanding the foregoing, either Party may seek from a court
      any interim or provisional injunctive or other equitable relief that is
      necessary to protect the rights or property of that party, pending the
      commencement of discussions between the Parties’ senior representatives (or
      pending the conclusion of such discussions). The Parties recognize and agree
      that each are citizens of different States within the meaning of 28 U.S.C.
      1332(a)(1) and as such a federal court in the State of Ohio would have
      jurisdiction over any dispute arising out of or relating to this Agreement,
      to
      the extent the amount in controversy exceeds the federal amount in controversy
      requirement pursuant to 28 U.S.C. 1332(a). The Parties agree that each will
      refrain from joining any other parties to any litigation for the sole purpose
      of
      destroying such federal jurisdiction. In the event federal jurisdiction is
      lacking for any dispute between the Parties, the Parties agree that venue for
      any such dispute shall be in any State court in the State of Ohio having
      jurisdiction over such dispute. To the extent permitted by law, each of
      Contractor and FirstEnergy agree not to demand a jury trial in any proceeding
      arising out of or related to this Agreement. Subject to satisfaction of the
      foregoing undertakings, each of Contractor and FirstEnergy waives any objection
      which it may have now or hereafter to the laying of the venue of any such suit,
      action or proceeding and hereby irrevocably submits to the jurisdiction of
      any
      such Ohio state or federal court in any such suit, action or proceeding. The
      Parties agree to discuss in good faith settlement of disputes through
      alternative dispute resolution (ADR) proceedings such as mediation or
      arbitration.




19.5  Notices .
      Any notice,
      demand, request, or other communication or document to be provided under this
      Agreement to a Party to this Agreement ( **“Notice”** )
      shall be in
      writing, and shall be given to the Party at its address or telecopy number
      set
      forth below, or to such other address or telecopy number as the Party may later
      specify for that purpose by notice to the other Party. Each Notice shall be
      deemed given and received: (i) if given by telecopy, when the telecopy is
      transmitted and confirmation of complete receipt is received by that
      transmitting Party during normal business hours or on the next business day
      if
      not confirmed during normal business hours; (ii) if hand delivered or given
      by
      overnight delivery service, the day on which the notice is actually delivered
      to
      the address listed herein (whether or not delivered to the Party); or (iii)
      if
      given by normal or certified U.S. mail, two (2) business days after it is posted
      with the U.S. Postal Service.




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If
                to
                FirstEnergy:
            FirstEnergy
                Generation Corp.
              76
                South Main
                StreetAkron,
                  Ohio
                  44308
              attn:
                Director of
                Air Quality ComplianceFax:
                to be
                Separately Provided in Writingwith
                a copy
                to:
            FirstEnergy
                Corp.
              76
                South Main
                StreetAkron,
                  Ohio
                  44308
              attn:
                  General
                  CounselFax:
                  (330)
                  384-3875If
                to the
                Company:
            Bechtel
                Power
                Corporation
              5275
                  Westview
                  DriveFrederick,
                  Maryland 21703-8306attn:
                  Project
                  Manager, FirstEnergy Sammis Retrofit ProjectFax:
                to be
                Separately Provided in Writingwith
                copies
                to:
            Bechtel
                Power
                Corporation
              5272
                Westview
                DriveFrederick,
                Maryland 21703-8306attn: 
                President, Fossil Power
              Fax:
                (301)
                698-4776Bechtel
                Power
                Corporation
              5275
                Westview
                DriveFrederick,
                Maryland 21703-8306
              Attn:
                Principal Counsel, PowerFax:
                (301)
                696-8526







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19.6  Interpretation
      of Agreement .
      For purposes of
      this Agreement:




(A)  The
      section and
      other headings in this Agreement are inserted solely as a matter of convenience
      and for reference, and shall be given no effect in the construction or
      interpretation of this Agreement;




(B)  Unless
      the context
      of this Agreement otherwise clearly requires, references in the plural form
      include the singular and vice versa;




(C)  This
      Agreement 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 Agreement 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 Agreement or any portion hereof;




(D)  The
      words
“hereof,”“herein,”“hereunder,” and words of similar import shall refer to this
      Agreement as a whole and not to any particular provision thereof;




(E)  When
      used herein,
      the words “include” and “including” shall be construed as “include, without
      limitation” and “including, without limitation”;




(F)  When
      used herein,
      the word “day” means a calendar day, “month” means a calendar month, and “year”
      means 365 days;




(G)  Provisions
      including the word “agree,”“agreed,” or “agreement” require the agreement to be
      recorded in writing; and




(H)  “Written”
      or “in
      writing” means hand-written, type-written, printed, or electronically made or
      transmitted, and resulting in a permanent record.




19.7  Severability .
      Any provision
      hereof that is prohibited or unenforceable in any jurisdiction shall, as to
      such
      jurisdiction, be ineffective to the extent of such prohibition or
      unenforceability without invalidating the remaining provisions hereof or
      affecting the validity or enforceability of such provision in any other
      jurisdiction and the provision that is prohibited or unenforceable shall be
      reformed or modified to reflect the Parties' intent to the maximum extent
      permitted by applicable legal requirements.




19.8  Survival .
      The terms,
      covenants, conditions and obligations provided in the following Sections and
      Articles shall survive the termination of this Agreement: Sections 3.7, 3.8,
      3.9, and 3.11, and Articles 10, 11, 12, 13, 14, 15, 16, 17, 18, and 19, and
      any
      claims, demands, losses, liens, or causes of action arising out of the Project
      prior to the date of termination.




19.9  Further
      Assurances .
      Contractor and
      FirstEnergy agree to provide such information, execute and deliver any such
      instruments and documents and to take such other actions as may be necessary
      or
      reasonably requested by the other Party that are not inconsistent with the
      provisions of this Agreement and that do not involve the assumption of
      obligations other than those provided for in this Agreement, in order to give
      full effect to this Agreement and to carry out the intent of this Agreement.




19.10  Execution
      and
      Counterparts .
      This Agreement
      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.




51
 EXECUTION
          COPY









**FIRSTENERGY
              GENERATION CORP.**By:Title






**BECHTEL
              POWER CORPORATION**By:
            /s/Title






:









*8/17/2005
      4:18
      PM*






52




*EXECUTION
                  COPY*
 **ATTACHMENT
                  A - WORK SCOPE**
  **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 FosterWheeler
                      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 boilergenerates
                      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.
  **2.0**
                  **PROJECT
                      (SUBPROJECT) DESCRIPTION**
  2.1
                  The
                    Project
                    will be made up of two Subprojects.
  2.2
                  In
                    Subproject
                    1, each of the Sammis units 1 through 4 will be retrofit with
                    dry scrubber
                    technology that would provide a 60% SO2reduction.
  2.2.1
                  An
                      initial review of the site seems to indicate the best approach
                      may be to
                      install the first system on Unit 4 and continue building
                      north
                    finishing
                      with Unit 1.
  2.2.2
                  Due
                      to
                      operational and performance concerns with the dry technology,
                      FirstEnergy
                      would like to operate the first system for approximately
                    6
                      to 9 months prior to beginning construction on the second unit,
                      thereby
                      providing an opportunity to make changes based on the operating
                    experience
                      gained during that period.
  2.2.3
                  Present
                    outage plans for the Sammis Plant call for Unit 4 to be off line
                    in early
                    2007 with the other units following over the subsequent two
                    years.
  2.2.4
                  The
                      reagent
                      handling facilities for the Units 1-4 dry scrubbing technology
                      will be
                      common. However, those facilities do not necessarily have tobe
                      ready for
                      use at the time the initial dry system is placed in service
                      on Unit 4.
                      Since the initial purpose of the Unit 4 system will be to providesome
                      operational experience with dry scrubbing at the Sammis Plant,
                      it may be
                      decided to operate the dry system for short test periods usingstored
                      reagent brought in by truck
  2.3
                  In
                    Subproject
                    2, each of the Sammis units 5 through 7 will be retrofit with
                    wet scrubber
                    technology.
  2.3.1
                  The
                      projected
                      schedule requires the AE-Constructor to support the development
                      of the
                      project design basis, work scope, and detailed costestimate
                      during 2005. The intent is to be prepared to bid FGD OEM services,
                      if
                      required, by the fourth quarter of 2005. Final Target ConstructionCost
                      estimates will follow pending availability of OEM information.
                      Specific
                      targets for finalizing cost and schedule commitments for each
                      subprojectwill
                      be
                      established during the development
                      period.
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 **ATTACHMENT
                  A - WORK SCOPE**
   2.4
                  (Intentionally
                    Omitted)
  2.5
                  AE-Constructor
                    Work Scope
  2.5.1
                  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
  **3.0**
                  **EXECUTION
                      OF THE WORKSCOPE**
  The
            selected
            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
                      selected
                      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.
  
 3.1
                  Project
                    Management
  3.1.1
                  The
                    AE-Constructor will be responsible for all Project Management
                    related to
                    the Project including management of all Subcontractors and the
                    OEM’s.
  3.2
                  Prepare
                    Project Execution Plan
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  3.2.1
                  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:
  3.2.1.1
                  Owner
                      releases - FirstEnergy will be integrally involved in all areas
                      and Phases
                      of the Project and therefore will require a review process
                      beestablished
                      that gives adequate time for that review without unduly affecting
                      the
                      Project schedule.
 3.2.1.2
                  Status
                      reporting requirements - FirstEnergy will require access to
                      Project
                      progress information including schedule, budget, significant
                      issuesand
                      work
                      completed on a continuous basis through a web based electronic
                      platform.
                      FirstEnergy's requires the Contractor establish a systemthat
                      allows
                      as close to real time updates as
                      possible.
 3.2.1.3
                  Invoicing
                    -
                    Invoicing and payment will be by electronic means (including
                    submittal of
                    timesheets).
 3.2.1.4
                  Payment
                    procedures - payment will be made based on FirstEnergy verification
                    of
                    AE-Constructor expenses and supporting documentation.
 3.2.1.5
                  Changes
                      to
                      scope - FirstEnergy will require access to estimates, including
                      schedule
                      impacts, and scope change descriptions as part of anapproval
                      process for changes to scope for both the AE-Constructor & it's
                      Subcontractors as well as the OEM.
 3.2.1.6
                  Design
                      review
                      - FirstEnergy will perform a detailed, ongoing design review
                      during all
                      Phases of the Project. The AE-Constructor should beprepared
                      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.
 3.2.1.7
                  Design
                      practices - the AE-Constructor will be required to submit the
                      Engineering
                      Procedures Manual and Project specific criteria documents forFE
                      review. In
                      addition, Contractor shall provide, as requested by FirstEnergy,
                      access to
                      their design practices on Contractor’s premises. Finaldrawings
                      must
                      be provided per the requirements listed in this
                      specification.
 3.2.1.8
                  Communications
                      - FirstEnergy prefers the implementation of a centralized,
                      web based
                      document control system. The system will providereal-time
                      access to the Project Team (AE-Constructor, OEM and FirstEnergy)
                      to key
                      Project documents.
 3.2.1.9
                  Document
                      control - FirstEnergy utilizes FileNet P8 3.0 as a document
                      storage
                      system. The AE-Constructor will be required to maintain acomplete
                      set
                      of all permits, design documents, O&M manuals, drawings, bid
                      documents, correspondence and reports as part of the officialProject
                      file.
                      Once the Project is complete, the documents are to be provided
                      to
                      FirstEnergy in native format if electronic. If they are non-CADdrawings
                      they
                      shall be provided as .tif images and if they are scanned documents,
                      they
                      shall be provided as .pdf documents
                      format.
 3.2.1.10
                  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 exceptionswhen
                      bidders
                      are limited.
 3.2.1.11
                  Safety
                      programs - The AE-Constructor is expected to utilize "world
                      class"
                      site/Project specific safety programs, practices and procedures
                      andenforce
                      them
                      across the site. While zero (0) safety incidents is the goal
                      for this
                      Project, the Safety Program should result in an OSHArecordable
                      IR
                      rate <[*****] 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 SafetyGuide,
                      Air
                      Quality Compliance.
  
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                  A - WORK SCOPE**
  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.
 3.2.1.12
                  Quality
                      assurance - FirstEnergy expects the Project to be completed
                      with a high
                      degree of quality. The AE-Constructor will have FirstEnergyreviewed
                      and
                      approved quality assurance programs in place for both field
                      and shop work.
                      In addition, the AE-Constructor will be expected tomonitor
                      and
                      track the quality of major equipment as it is fabricated in
                      the various
                      Vendors' shops. FirstEnergy is to be notified of all significantinspections
                      and may participate, as FirstEnergy deems necessary. In any
                      case, all
                      quality program reports will be provided to
                      FirstEnergy.
 3.2.1.13
                  Scheduling
                      -
                      Scheduling is to be done in an electronic format (Primavera)
                      and is to be
                      made available to FirstEnergy electronically in nativeformat.
                      FirstEnergy requires all schedules, including those provided
                      by
                      Subcontractors, be in Primavera. In any case, the Primavera
                      integratedmaster
                      schedule shall be kept by the AE-Constructor and will include
                      all
                      activities required to complete the Project regardless of the
                      responsibleparty
                      (AE-Constructor, FirstEnergy, OEM, Subcontractor, equipment
                      supplier,
                      etc.) or the form in which the individual schedules are
                      provided.
 3.2.1.14
                  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.
  3.3
                  Support
                    technology application decisions
  3.3.1
                  The
                      AE-Constructor will support FirstEnergy in it's effort to establish
                      and
                      evaluate the capital cost, operating cost, performance, risks
                      and total
                      life cyclecosts
                      associated with each subproject to make a determination which
                      of the
                      technologies to pursue.
  3.4
                  Support
                    FGD
                    OEM selection
  3.4.1
                  FirstEnergy
                      has not selected any FGD technology suppliers. The AE-Constructor
                      will
                      support the solicitation of proposals from various technology
                      providers.
                    The
                      AE-Constructor will write a specification for the various technology
                      suppliers to bid to, review the proposals, interface with the
                      various
                      bidders to ensure
                    they
                      are
                      properly interpreting the bid documents, prepare a bid tabulation
                      and
                      generally support FirstEnergy's selection
                      process.
  3.5
                  Assist
                    in
                    establishing Project performance parameters not already established
                    within
                    this Agreement.
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                  A - WORK SCOPE**
  3.5.1
                  The
                      AE-Constructor will be required to provide support to FirstEnergy
                      in
                      establishing the performance requirements, performance guarantees
                      andwarranties
                      associated with the technology
                      provider.
 
 3.6
                  Complete
                    site
                    evaluations and layouts
  3.6.1
                  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 theirapplication.
                      The various options will then be evaluated jointly by the AE-Constructor
                      and FirstEnergy.
  3.7
                  Complete
                    Project design basis
  3.7.1
                  The
                    AE-Constructor will work with the FirstEnergy Project team and
                    Sammis
                    Plant operations personnel to develop a Project design
                    basis.
  3.7.2
                  The
                    AE-Constructor will perform optimization studies, as directed
                    by
                    FirstEnergy.
  3.8
                  Prepare
                    estimating documents
  3.8.1
                  The
                      estimating documents will include site layouts, design basis
                      documents,
                      mass & energy balances, process flow diagrams, piping andinstrumentation
                      diagrams, Vendor quotes for major equipment, material estimates,
                      detailed
                      local labor surveys and Subcontractor
                      estimates.
  3.8.2
                  The
                      level and
                      detail of estimating documents that will be prepared in advance
                      will be
                      based upon FirstEnergy’s desired estimate accuracy for agiven
                      Subproject and may be different for the two Subprojects within
                      the
                      Project.
  3.9
                  Prepare
                    cost
                    estimate
  3.9.1
                  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.
  3.9.2
                  FirstEnergy
                      reserves the right to retain the services of a mutually acceptable
                      third
                      party to review the estimates. All of the materials provided
                      toFirstEnergy
                      will be provided to the third
                      party.
  3.9.3
                  It
                      is FirstEnergy’s expectation that there will be “continuous improvement”
                      in the design/engineering and construction of the series of
                      AQCSystems
                      to be
                      installed. This “continuous improvement” should be reflected in all
                      aspects of the Subprojects including pricing, schedule, finalquality
                      and
                      safety.
  3.9.4
                  The
                    Target
                    Construction Cost for an individual Subproject will be based
                    on the
                    Subproject estimate for that Subproject.
  3.10
                  Support
                    Permitting Process
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                      COPY*
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                  A - WORK SCOPE**
  3.10.1
                  The
                      AE-Constructor will establish a Permit list. This list will
                      include all
                      permits required to construct and operate the proposed facilities,
                      theresponsible
                      party, permitting duration, applicable permitting agency as
                      well as what
                      activities are dependent on the
                      permit.
  3.10.2
                  The
                    AE-Constructor is to include all the necessary permitting activities
                    in
                    the project schedule.
  3.10.3
                  The
                    AE-Constructor will be responsible for obtaining all of the construction
                    permits.
  3.10.4
                  The
                      AE-Constructor will work with FirstEnergy to develop an environmental
                      permitting strategy and will be responsible for managing theenvironmental
                      permitting process, the creation and submission of all permit
                      applications
                      and providing responses to information requests fromthe
                      agencies
                      as required. The permits will be obtained in the name of FirstEnergy
                      and
                      FirstEnergy will be the official interface for the project
                      withthe
                      permitting agencies.
  3.11
                  Support
                    reagent supply discussions
  3.11.1
                  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.
  3.11.2
                  The
                      AE-Constructor will provide input on the effect of various
                      reagents on the
                      process performance and its cost effectiveness as well as its
                      impacton
                      design and
                      operating parameters.
  3.12
                  Detailed
                    engineering
  3.12.1
                  The
                      AE-Constructor will prepare working drawings and specifications
                      setting
                      forth in detail the requirements for the construction of the
                      Project. Thedesign
                      and
                      engineering documents shall include all drawings, specifications
                      schedules, diagrams and plans and such content and detail as
                      isnecessary
                      to
                      obtain required permits and governmental approvals and to properly
                      complete the construction of the Project. The working drawingsand
                      specifications shall include information customarily necessary
                      for the use
                      of such documents by those in the building trades. Design drawingsin
                      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.
 3.12.2
                  The
                      Design
                      and engineering documents must meet the requirements of applicable
                      laws
                      including Professional Certifications (e.g. Engineer stamps,
                      etc.)as
                      required.
  3.13
                  Procurement
  3.13.1
                  FirstEnergy
                    reserves the right to purchase equipment and materials for the
                    Project
                    directly.
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                      COPY*
 **ATTACHMENT
                  A - WORK SCOPE**
  3.13.2
                  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
                      purchasedby
                      FirstEnergy. FirstEnergy will have direct input on the review
                      and final
                      selection of Vendors and equipment suppliers and on the type
                      and qualityof
                      the
                      equipment to be purchased for this
                      Project.
  3.13.3
                  FirstEnergy
                      and the AE-Constructor will mutually agree upon the best method
                      of
                      contracting for labor services. Subject to section 2.3(A) of
                      theAgreement,
                      FirstEnergy will approve all Subcontractors and will be involved
                      in the
                      final bid evaluations. The AE-Constructor will develop the
                      bidderslist
                      with
                      FirstEnergy's approval, solicit bids, and present final bid
                      evaluations to
                      FirstEnergy for final review. FirstEnergy and the AE-Constructor
                      willmutually
                      agree to the final selection of the
                      bidders.
  3.13.4
                  FirstEnergy,
                    with the AE-Constructor, will mutually determine the "best fit"
                    technology
                    and OEM, where applicable, for each of the two
                    Subprojects.
  3.14
                  Construction
 
 3.14.1
                  FirstEnergy
                      will provide oversight of the construction work performed at
                      the
                      applicable site.
 
 3.14.2
                  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.
 
 3.14.3
                  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.
 
 3.14.4
                  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.
 
 3.14.5
                  The
                      AE-Constructor will be required to supply all temporary facilities,
                      construction tools and equipment for each of the two
                      Subprojects.
 
 3.14.6
                  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.
 
 
 3.15
                  Checkout,
                      Start-Up, Commissioning
 
 3.15.1
                  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.
 
 3.15.2
                  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).
 
 
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                  A - WORK SCOPE**
  3.16
                  Training
  3.16.1
                  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 standardpractices
                      and
                      will include training material development, classroom training
                      development
                      and execution along with hands on training in the
                      field.
  3.16.1.1
                  Training
                    programs and materials for plant non-operational support personnel
                    will
                    also be required.
  3.16.1.2
                  The
                      AE-Constructor will be responsible for working with FirstEnergy
                      operations
                      personnel to create Operating Procedures for each of the twoSubprojects.
                      The AE-Constructor will take the lead in the development of
                      the Operating
                      Procedures.
  3.17
                  Documentation
  3.17.1
                  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-Constructorwill
                      be
                      provided to FirstEnergy in electronic format as
                      follows:
  3.17.1.1
                  All
                      documents
                      are to be provided in native format. In the case of drawings,
                      native
                      format is .dwg. Scanned non-drawing documents are to beprovided
                      in
                      .pdf while scanned drawings (for which the .dwg format is unavailable)
                      shall be provided in .tif format.
  3.17.1.2
                  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 documentmanagement
                      system.
  3.17.1.3
                  FirstEnergy
                      drawings that interface with the existing facilities will be
                      provided to
                      the AE-Constructor when required. The AE-Constructor will modifynon-CAD
                      drawings (provided as .tif files by FirstEnergy) with Autodesk
                      CAD Overlay
                      software to create hybrid
                      revisions.
  3.17.1.4
                  The
                      AE-Constructor will be responsible for providing final "as-built"
                      drawings
                      for the Project including assuring that all drawings provided
                      bysubcontractors,
                      in the field or shop, and all equipment drawings are as-built.
                      The
                      specific as-built drawing requirements will be established
                      during theProject
                      Development Phase.
  3.18
                  Performance
                    testing
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 **ATTACHMENT
                  A - WORK SCOPE**
  3.18.1
                  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.
  3.18.1.1
                  Performance
                    testing, although coordinated by the AE-Constructor will be performed
                    by
                    an independent, third party as selected by
                    FirstEnergy.
  3.18.1.2
                  FirstEnergy
                    will review all test procedures, witness all tests and review
                    and release
                    all test reports.
  **4.0**
                  **SCHEDULE**
  4.1
                  The
                    AE-Constructor will support overall Project scheduling including
                    the
                    scheduling of various technology and design/construction options
                    for each
                    of the two Subprojects as required to determine the optimum Project
                    schedule.
   **5.0**
                  **GENERAL
                      REQUIREMENTS**
  5.1
                  Professional
                    Standards & Sufficient Personnel
  5.1.1
                  The
                      AE-Constructor will be responsible to provide adequate and
                      qualified
                      resources in all disciplines required to define the tasks,
                      gather all
                      facts relatingto
                      the tasks
                      and coordinate all permitting, engineering, procurement, construction,
                      commissioning, startup and testing of each of the two
                      Subprojects.
  5.1.2
                  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.
  5.1.3
                  The
                      AE-Constructor will provide adequate opportunity for FirstEnergy
                      to
                      examine all studies, reports, sketches, drawings, specifications,
                      proposals andother
                      documents presented by the AE-Constructor and submit written
                      responses, as
                      required within a reasonable time so as not to delay the services
                      ofthe
                      AE-Constructor.
  5.1.4
                  The
                      AE-Constructor will keep FirstEnergy's Project Team apprised
                      of all work
                      efforts, including third party meetings, status meetings, hiring
                      ofSubcontractors,
                      etc.
   Page
                9 of
                9
 *EXECUTION
                      COPY*
 **LIST
                OF
                EXHIBITS**
 
 
 **Exhibit
                No.**
 
 3.4
                  (A)  Key
                  Project
                  Personnel
 3.4
                  (D)   FirstEnergy
                  Generation Corp. Substance Abuse Testing Program
 FirstEnergy Generation Corp. Employee Sign-Up
& Substance
                  Abuse Screening Process
 3.4
                  (E)  Labor
                  Requirements
 3.5
                  (E)-1   FirstEnergy
                  Contractor Safety Program for Fossil Generation
 3.5
                  (E)-2 OSHA
                  Compliance and
                  Safety
 3.8
                  (E)-1 Asbestos
                  Handling
                  and Removal
 3.8
                  (E)-2 Inorganic
                  Arsenic
 3.8
                  (E)-3 Lead
                  Abatement
                  Terms of Reimbursement
 5.1 AQC
                  Systems,
                  Pricing Methodology and Definitions
 5.1
                  -1(A)  Fee
                  Adjustment
 5.1
                  -1(B)  Payment
                  Methodology
                  Example
 5.1
                  -2 Sample Scorecards
 5.1
                  -3 Fee
                  Table
 5.1
                  -4 Sample
                  Invoices
 5.1
                  -5 U.S.
                  National
                  Temporary/Short Term Assignment Conditions to a Project Location
 U.S. National Long Term Assignment Conditions to a Project Location
 5.1
                  -6 Constituents
                  of G & A (Overhead) Costs
 5.1
                  -7 Constituents
                  of Engineering Technology Charge
 5.1
                  -8 Tool
                  and
                  Equipment Rates
 5.1
                  -9 Job
                  Supplies
 5.1-10 2005
                  Rate
                  Sheet for Engineering/Graphics Labor & Other Professional Labor (US
                  Offices)
 5.1-11 2005
                  Rate
                  Sheet for Professional Construction Labor (US Offices)
 5.1-12 AQC
                  Systems
                  Cost Reimbursable Work, Craft Labor
 5.2
                  (C) Contractor’s
                  Interim Waiver and Release of Liens and Claims Upon Progress
 Payment
 Subcontractor’s Interim Waiver and Release of Liens and Claims Upon Progress
 Payment
 6.3
                  (A) Contractor’s
                  Final Lien Waiver
 Subcontractor’s Final Lien Waiver
 6.3
                  (C) Final
                  Completion Certificate
 6.5 Schedule
                  Liquidated Damages
 7.2 Reliability
                  Standard, Performance Guarantees and Performance Liquidated Damages
 7.2
                  -1 Design
                  Fuel
 8.2 W.A.
                  Sammis
                  Plant AQC Projects Contracted Services Change Order and Pricing
                  Sheet
 
 CONFIDENTIAL
                      TREATMENT REQUESTED
 *EXECUTION
                      COPY*
 **EXHIBIT
                      3.4(A)**
 KEY
                  PROJECT PERSONNEL
  Program
                            Manager
                        ******Project
                            Manager
                        ******Project
                            Engineering Manager
                        ******Site
                            Manager
                        ******Field
                            Superintendent
                        ******Project
                            Engineer
                        ******Mechanical
                            EGS
                        ******Control
                            System EGS
                        ******Electrical
                            EGS
                        ******Civil
                            EGS
                        ******Plant
                            Design
                            EGS
                        ******Project
                            Controls Supervisor
                        ******Startup
                            ManagerProject
                            Field
                            EngineerSpecialists
                            -
                            available as needed:FGD
                            Technology Specialists
                        ******FGD
                            Technology Specialist
                        ******FGD
                            Technology Specialist
                        ******
 Page
                        1 of
                        1
 CONFIDENTIAL
                              TREATMENT REQUESTED
 *EXECUTION
                              COPY*
 **EXHIBIT
                          3.4(D)**
  **FIRSTENERGY
                    GENERATION CORP.**
 **SUBSTANCE
                    ABUSE TESTING PROGRAM**
 
 In
                    order to provide
                    a drug and alcohol free workplace, FIRSTENERGY GENERATION CORP.
                    (FirstEnergy) on
                    behalf of its subsidiaries and affiliates, will require any Contractor
                    or
                    subcontractor working on FirstEnergy's property to have a substance
                    abuse
                    testing program in place.
 
 MINIMAL
                    REQUIREMENTS OF CONTRACTORS PROGRAM
 
 The
                    substance abuse
                    testing program shall be the obligation and responsibility of
                    the Contractor.
                    The Contractor is expected to establish, administer and enforce
                    its own program.
                    The Contractor’s program for those locations listed under Article 16.b. herein
                    shall conform with the requirements of the Northwest Ohio Great
                    Lakes
                    Construction Alliance Substance Abuse Policy. Prior to work commencement,
                    at
                    those locations listed under Article 16.a. herein Contractor
                    must provide a copy
                    of its policy to FirstEnergy or FirstEnergy’s THIRD PARTY ADMINISTRATOR (TPA).
                    The Contractor’s program for those locations listed under Article 16.a. herein,
                    must include the following minimum requirements:
 
 1.
                                a.
                            the
                                Contractor shall be reimbursed all actual costs by
                                FirstEnergy under the
                                FirstEnergy Generation Corp. Substance Abuse Testing
                                Program as
                                administered by United, Inc. for those locations
                                listed under Article
                                16.a. on the estimated basis of [$*****] maximum
                                per test. This allowance
                                shall include, if applicable, the cost of the employee's
                                time to take the
                                test.
 
 b.
                            The
                                Contractor shall be reimbursed all actual costs by
                                FirstEnergy under the
                                Northwest Ohio Great Lakes Construction Alliance
                                Substance abuse Testing
                                Policy for those locations listed under Article 16.b.
                                on a basis of
                                [$*****] maximum per test. This allowance shall include,
                                if applicable,
                                the cost of the employee’s time to take the test.
 
 c
                            It
                                is the
                                Contractors responsibility to ensure prompt payment
                                to the appropriate
                                program administrator for drug testing services under
                                either a. or b.
                                above. Failure to do so shall be considered as a
                                material breach of the
                                contract terms that could result in actions by FirstEnergy
                                for enforcement
                                of the Contract terms, up to and including termination
                                (for cause) of the
                                contract.
 
 2.
                            The
                                substance
                                abuse program will be conducted in keeping with the
                                established testing
                                procedures developed by the Department of Health
                                and Human Services
                                Scientific and Technical Guidelines dated April 11,
                                1988 and any
                                subsequent amendments thereto. The testing laboratory
                                shall be licensed or
                                certified, by eitherThe
                                Substance Abuse And Mental Health Services AdministrationorThe
                                College Of American Pathologists.
 
 
 3.
                            The
                                drug
                                testing shall consist of screening of the ten substances
                                listed below,
                                plus alcohol. The table below lists the screening
                                and conformation limits
                                for Gas Chromatography/Mass Spectrometry (GC/MS)
                                analysis for drugs and
                                the breathalyzer limit for
                                alcohol.
   Screening                                   
                        Confirmation
 Cut-Off
                        Limit Cut-Off
                        Limit
 
 Amphetamines 1000
                        ng/ml* 500
                        ng/ml*
 Barbiturates 300
                        ng/ml 200
                        ng/ml
 Benzoylecgonine 300
                        ng/ml* 150
                        ng/ml*
 (Cocaine
                                  Metabolite)
 Cannabinoids (THC) 50 ng/ml* 15 ng/ml*
 Methaqualone 300
                        ng/ml 100
                        ng/ml
 Opiates 2000
                        ng/ml 2000
                        ng/ml*
 Phencyclidine 25 ng/ml* 25 ng/ml*
 Benzodiazepines 300
                        ng/ml 300
                        ng/ml
 Methadone 300
                        ng/ml 300
                        ng/ml
 Propoxyphene 300
                        ng/ml 300
                        ng/ml
 Alcohol,
                        Ethyl** 0.001% 0.001%
 Page
                          1 of
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 **EXHIBIT
                            3.4(D)**
 *
                  Cut-off
                      limits are established by the Department of Health and Human
                      Services in
                      their mandatory guidelines for Federal Workplace Drug Testing
                      Programs.
  **
                  Blood alcohol
                      or equivalent,
                      as indicated, saliva, breathalyzer or similar test. In the
                      event of a
                      positive screening result, the donor may request a confirmation
                      blood test. The MRO (Medical Review Officer) will not
                      normally
                      participate in the alcohol testing process. FirstEnergy considers
                      a 0%
                      blood alcohol to be consistent with their no alcohol
                      policy.
  4. CONDITIONS
            OF
            EMPLOYMENT TESTING:
  a.
                    The
                        Contractor's employees may begin work pending the results
                        of the testing.
                        Specimen collection must be completed within forty-eight
                        (48) hours of
                        permitting the employee onto the jobsite. Once specimen collection
                        is
                        performed, the test results shall be available within five
                        days following
                        the specimen collection. A chain of custody receipt shall
                        be issued to
                        each employee tested and shall be required for access to
                        the work site and
                        shall be valid for those five days.
 
 b.
                    Specimen
                        collection may be completed prior to and as a pre-condition
                        of employment.
                        The Contractor shall certify that each of their employees
                        have provided a
                        negative test result or valid chain of custody receipt prior
                        to being
                        permitted access on the work site.
 
 c.
                    In
                        lieu of
                        the above, The Contractor must certify the required negative
                        test results
                        as a condition of employment for each employee by providing
                        proof that the
                        employee has tested negatively through an annual screening
                        program
                        approved by FirstEnergy within the last twelve (12)
                        months.
 
 5. RANDOM
              TESTING
 
 Random
              testing will
              be conducted on a predetermined percentage by FirstEnergy, based on
              the total
              number of contract employees on site. FirstEnergy’s Third Party Administrator
              will make the random selections. The selection process will involve
              a computer
              program using the workers' Social Security Numbers. The Random Testing
              will be
              conducted without prior notice and shall be scheduled at the conclusion
              of the
              mid-shift meal break.
 
 6. TESTING
              FOR
              CAUSE
 
 An
                        employee
                        shall be subject to drug or alcohol testing, for cause, for
                        any of the
                        following reasons:
 
 a.
                    Involvement
                        in, or cause of, an incident or an accident while on FirstEnergy’s
                        premises, which causes or could have caused injury to the
                        employee or
                        another individual, or which causes or could have caused
                        destruction or
                        damage to FirstEnergy’s property.
 
 b.
                    Based
                        on
                        observed behavior which is unusual to the circumstances,
                        or the
                        individual's normal behavior, which indicates or could indicate
                        impairment
                        or substance abuse.
 
 c.
                    If
                        any
                        contractor employee must be transported to an emergency care
                        facility or
                        hospital due to an accident, a specimen collection container
                        and chain of
                        custody form shall accompany the employee. Each plant will
                        maintain a
                        supply of forms and containers for such an emergency. The
                        attending
                        physician shall be instructed to obtain a urine specimen
                        and forward it
                        and the chain of custody form to the testing laboratory.
                        A blood alcohol
                        or breath alcohol test shall also be
                        administered.
 
 d.
                    If
                        the
                        contractor employee does not require emergency off-site care,
                        the THIRD
                        PARTY ADMINISTRATOR will be dispatched to the site for sample
                        collection
                        and breath alcohol testing.
   Page 2
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 **EXHIBIT
                  3.4(D)**
  7.
                  PROCEDURES
                      FOR SUBSTANCE ABUSE TESTING ARE AS
                      FOLLOWS:
 
 a.
                  A
                      qualified
                      health professional at the collection facility will require
                      picture
                      identification by all participants.
 
 b.
                  The
                      qualified
                      health professional will provide the participant the proper
                      chain of
                      custody form and specimen collection
                      container.
 
 c.
                  The
                      participant will provide the required urine specimen and sign
                      the chain of
                      custody form.
 
 d.
                  The
                      qualified
                      health professional will furnish the participant affirmation
                      that specimen
                      has been collected and forward the specimen and the chain of
                      custody form
                      to the testing laboratory.
 
 e.
                  The
                      testing
                      laboratory will forward the results of******the
                      analysis
                      to a Medical Review Officer (MRO).
 
 8.
                  THE
                      MEDICAL
                      REVIEW OFFICER SHALL BE RESPONSIBLE
                      FOR:
  a. Notifying
            the
            tested individual of a positive result.
  b. Reviewing
            and
            verifying a confirmed positive test result.
 
 The
            participant
            will provide the required urine specimen and sign the chain of custody
            form.
 
 d.
                  Reviewing
                      the
                      individual's medical record as provided by or at the arrangement
                      of the
                      tested individual as appropriate.
 
 e.
                  Notifying
                      the
                      Contractor's contact person of all test results, positive and
                      negative.
 
 f.
                  Notifying
                      FirstEnergy of any positive test
                      result.
 
 g.
                  Processing
                      re-test requests.
 
 h.
                  Participating
                      in return to duty decisions as
                      required.
 
 i.
                  Referring
                      individuals testing positive to the appropriate medical evaluation.
                      The
                      cost of the evaluation or services shall be the responsibility
                      of the
                      individual.
 
 9.
                  IN
                      THE CASE
                      OF "POSITIVE" RESULTS OF ANY TEST, THE
                      PARTICIPANT:
 
 a.
                  Shall
                      have
                      the right to have the original sample independently re-tested
                      by a
                      qualified laboratory. If the re-test is "negative", the participant
                      shall
                      be allowed to resume work immediately and be reimbursed for
                      the cost of
                      the independent test.
 
 b.
                  Shall
                      have
                      the right to secure a copy of all data relating to the test
                      procedures and
                      results, providing the costs of same are paid in advance to
                      the initial
                      testing laboratory by the
                      participant.
  10.
                  CONFIDENTIALITY
 
 All
            test
            results shall be treated in a confidential manner. Accordingly, the testing
            facility will disclose the results only to the employee via the MRO
            (Medical Review Officer)
            and the designated Contractor representative(s).
            The MRO shall then inform FirstEnergy that the employee has tested positive
            for
            drugs or alcohol
            (no
            specifics as to type of drug will be given).
   Page
                3 of
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 *EXECUTION
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 **EXHIBIT
                  3.4(D)**
  11.      
            DISCIPLINARY
            ACTIONS:
 a.
                    Any
                        applicant
                        or employee who tests positive for drugs or for alcohol,
                        equal to or in
                        excess of 0.04% will be rejected or discharged.
 
 b.
                    Any
                        applicant
                        or employee who refuses to submit to testing will be rejected
                        or
                        discharged. The inability or refusal to provide an appropriate
                        specimen
                        within THREE HOURS of request; shall be considered the same
                        as a refusal
                        to submit to testing.
 
 c.
                    Each
                        applicant or employee shall certify that the specimen provided
                        is theirs.
                        Any applicant or employee involved in sample switching, altering,
                        or
                        tainting will be rejected or
                        discharged.
 
 d.
                    Any
                        applicant
                        or employee who tests positive for alcohol at a level less
                        than 0.04%
                        shall be prohibited from working on any of FirstEnergy’s locations for 30
                        calendar days. Prior to returning to work the applicant or
                        employee must
                        provide FirstEnergy’s MRO proof of testing negative for alcohol and
                        drugs.
 
 e.
                    If
                        the
                        applicant or employee has tested positive, it is the responsibility
                        of the
                        Contractor to escort that employee SAFELY from FirstEnergy’s
                        property***.***
  12. SUSPENSION
              PERIODS AND RE-EMPLOYMENT ELIGIBILITY
  Individuals
              become
              rejected or discharged as described in **items
              11 a,
              b, or c** may become
              eligible for re-employment by the following means:
 
 a.
                    The
                        individual presents written certification of the successful
                        completion of
                        an MRO approved rehabilitation program and proof of testing
                        negatively for
                        alcohol and drugs.
 
 b.
                    The
                        individual serves a one year suspension from working at FirstEnergy’s
                        locations and provides proof of testing negatively for alcohol
                        and drugs
                        to FirstEnergy’s MRO.
 
 c.
                    A
                        certified
                        testing laboratory shall perform all re-tests. All costs
                        associated with
                        the any re-testing or rehabilitation program shall be the
                        responsibility
                        of that individual.
 
 d.
                    An
                        employee
                        who is employed after meeting the conditions specified in
                        12*a*.
                        and*b*.
                        above will
                        be subject to a follow-up random testing for drugs and alcohol,
                        for a
                        period of three years. This three-year period shall commence
                        with the date
                        of their actual return to work or the date of the acceptance
                        of a negative
                        test by FirstEnergy’s MRO*.*Such an
                        employee shall be subjected to a drug and alcohol test at
                        any time,
                        without notice.
 
 e.
                    During
                        this
                        three-year period, a positive drug and / or alcohol test
                        will permanently
                        eliminate this employee from working at any of FirstEnergy’s
                        locations.
 
 
 13. THIRD
              PARTY ADMINISTRATOR
 
 An
                        independent THIRD PARTY ADMINISTRATOR (TPA) has been selected
                        to
                        coordinate administration of the program between the Contractors
                        and
                        FirstEnergy.
 
 a.
                    All
                        Contractors, prior to mobilizing on an FirstEnergy’s plant site, for
                        FirstEnergy locations listed under Article 16.a. below must
                        contact the
                        TPA to verify valid pre-employment tests in accordance with
                        this
                        procedure. The TPA shall also verify the applicability of
                        the Contractors’
                        SUBSTANCE ABUSE AND TESTING PROGRAM. For FirstEnergy locations
                        listed
                        under Article 16. b. below, Contractor shall follow the guidelines
                        and
                        instructions to verify pre-employment tests contained in
                        The Northwest
                        Ohio Great Lakes Construction Alliance Substance Abuse Policy.
    Page 4
                of
                6
 .
 *EXECUTION
                      COPY*
 **EXHIBIT
                  3.4(D)**
  b.
                    As
                        a service
                        to the Contractor, the TPA will provide for specimen collections
                        and
                        testing. The Contractor is not obligated to use this service
                        for
                        conducting its SUBSTANCE ABUSE TESTING PROGRAM. The use of
                        the TPA’s
                        services for off-site specimen collection should be coordinated
                        between
                        the TPA and the Contractor.
  c.
                    The
                        TPA will
                        coordinate with FirstEnergy for specimen collections at FirstEnergy’s
                        locations as required.
 
 d.
                    Administer
                        random selections and testing.
 
 e.
                    Collect
                        and
                        document results from the independent
                        laboratory.
 
 f.
                    Consolidate
                        results and provide statistics to FirstEnergy as
                        requested.
 
 g.
                    Provide
                        for
                        the MRO services as described.
 
 h.
                    Issuing
                        Drug
                        Cards as needed. FirstEnergy shall bear the cost of any cards
                        issued.
 
 
 14.
                    a.  FirstEnergy’s independent Third Party Administrator for those
                        locations listed under
 Article
              16.a. below
              is:
 
 **United
                        Labs, Inc.**
 **547
                        Keystone Dr**
 **Suite
                        100**
 **Warrendale,
                        PA 15086-6502**
 
 **Phone:
                          (800) 437-8483**
 **Fax:**  **(724)
              772-0811**
 **ATTN:
                        Cindy Matykavisch**
 
 b.
                    FirstEnergy’s
                        independent Third Party Administrator for those locations
                        listed under
                        Article 16.b. below is:
 
 M.O.S.T./NW Ohio GLCA
 Attn:
              Becky Pietz
 753
              State Ave.,
              Suite 800
 Kansas
              City, KS
              66101
  Phone:  (877)
              522-6869
 Fax:  (913)
              281-2505
 Email: rpietz@mostprograms.com
 The
              contact person
              is Becky Pietz
 
 
 15.
                    **FIRSTENERGY
                        RESERVES THE RIGHT TO AMEND OR CHANGE THESE PROCEDURES ESTABLISHED
                        HEREWITH AT ANY TIME WITHOUT PRIOR NOTICE. CONTRACTOR SHALL
                        BE PROVIDED
                        NOTICE OF ANY SUCH CHANGE.**
 
 
 16.
                    FIRSTENERGY
                        GENERATION CORP. GENERATING PLANTS AND
                        LOCATIONS
 The
                          following
                          locations are covered under FirstEnergy’s SUBSTANCE ABUSE AND TESTING
                          PROGRAM:
   Page 5
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 **EXHIBIT
                3.4(D)**
  Bruce
            Mansfield
            Plant Shippingport,
            PA
 W.
            H. Sammis Plant Stratton,
            OH
 R.
            E. Burger
            Plant Shadyside,
            OH
 Edgewater
            Plant Lorain,
            OH
 Mad
            River
            Plant Springfield,
            OH
 Ashtabula
            Plant Ashtabula,
            OH
 Eastlake
            Plant Eastlake,
            OH
 Lake
            Shore
            Plant Cleveland,
            OH
 Toronto
            Plant Toronto,
            OH
 Gorge
            Plant Akron,
            OH
 West
            Lorain
            Plant Lorain,
            OH
 Seneca Pumped Hydro Plant     Near Warren,
            Pa
 Sumpter Belleville,
            MI
 
 
 b.
                  The
                      following
                      locations are covered under the Northwest Ohio Great Lakes
                      Construction
                      Alliance Substance Abuse Testing Policy:
 
 Bay
            Shore
            Station Oregon,
            OH
 Richland Defiance,
            OH
 Stryker Stryker,
            OH
    Page 6
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 **EXHIBIT
                  3.4(D)**
  **FIRSTENERGY
            GENERATION CORP. EMPLOYMENT SIGN-UP &**
 **SUBSTANCE
            ABUSE SCREENING PROCESS**
 
 Instruction
            for
            Contractor Employment
            Eligibility Verification
 ( Excluding
            Bayshore,
            Richland, and Stryker Locations)
 
 1.
                  Employees
                      are
                      to be screened prior to the start of any a project/job on a
                      plant site.
                      The contractor shall complete the Eligibility Sign-Up form
                      prior to the
                      start of any work on FirstEnergy’s property. It is the responsibility of
                      the Contractor to update the list as new employees are hired.
                      For the
                      Bayshore, Richland and Stryker, locations, see Item 10 below.
 
 2.
                  The
                      Eligibility Sign-Up form must contain each employee’s name, social
                      security number, and valid drug card information. Each employee
                      must be
                      able to produce two (2) valid forms of identification for
                      verification.
 
 3.
                  The
                      completed
                      form(s) shall be faxed to FirstEnergy’s Third Party Administrator. For the
                      Bayshore, Richland and Stryker locations, see Item 10. below
                      prior to the
                      start of the project and as new employees are hired. Please
                      FAX to:
 
 **United
                      Labs, Inc.**
 **547
                      Keystone Dr**
 **Suite
                      100**
 **Warrendale,
                      PA 15086-6502**
 
 **Phone:
                        (800) 437-8483**
 **Fax:**  **(724)
            772-0811**
 **ATTN:
                      Cindy Matykavisch**
 
 
 4.
                  A
                      copy of the
                      Eligibility Sign-Up form should be forwarded to FirstEnergy’s designated
                      representative.
 
 5.
                  The
                      Contractor shall provide to FirstEnergy’s designated representative a list
                      of all employees on site at the beginning of each shift. This
                      list will
                      contain the employee’s name and social security
                      number.
 
 6.
                  The
                      Third
                      Party Administrator shall notify the contractor as soon as
                      possible if any
                      of the employees, listed on the Eligibility Sign-up Form are
                      ineligible
                      for employment on FirstEnergy’s
                      property.
 
 7.
                  When
                      the
                      Contractor is notified that an employee is ineligible for employment,
                      the
                      Contractor shall immediately disqualify that employee from
                      performing any
                      work on FirstEnergy’s property; and shall require the employee to leave
                      FirstEnergy’s property. FirstEnergy’s on-site security forces (if
                      available), may assist in escorting the employee from FirstEnergy’s
                      property.
 
 8.
                  FirstEnergy’s
                      plant site coordinator shall be notified that an ineligible
                      employee has
                      been escorted from FirstEnergy’s
                      property.
 9.  The
            Contractor is
            responsible for employee’s SAFE removal from FirstEnergy’s property.
 
 10.
                  For
                      the
                      Bayshore, Richland and Stryker locations, Contractor shall
                      follow the
                      guidelines and instructions contained in The Northwest Ohio
                      Great Lakes
                      Construction Alliance Substance Abuse Policy.
 
 
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 **EXHIBIT
                  3.4(D)**
  
 FirstEnergy
            Generation Corp.
 
 CONTRACTOR
                      NAME:__________________________________________________________
                    ADDRESS:__________________________________________________________________
                    ___________________________________________________________________________
                    CITY:______________________________
                      STATE:_________ ZIP:______________________
                    CONTACTS:
                      ___________________________________________________________________
                    PHONE:_________________________
                      EXT:_________
                    FAX:__________________________
 
 *FOR
            FirstEnergy
            LOCATION: _____________________*
 ****
 CONTRACTOR’S
                    SITE
                      START
                    CONTACT:
                      _______________________ P.O.#: ____________ DATE:
                      _________________
                    
                    PHONE:
                      ________________________________ FAX:
                      __________________________________________________________________
 
 
 
 **EMPLOYEE
                      NAME**
                  
                  **VALID
                      CARD**
                  **UNITED,
                      INC.**
                    **USE
                      ONLY****NO.**
                  **(PRINT:
                      Last, First, Initial)**
                  **SOC.
                      SEC. #**
                  **TYPE**
                  **DATE**
                  **LU**
                  **A/N**
   Page
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 CONFIDENTIAL
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 *EXECUTION
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 **EXHIBIT
                3.4(E)**
  **LABOR
            REQUIREMENTS**
 
 1.
                    The
                        Contractor is responsible for providing all labor personnel,
                        both craft
                        and non-craft, as required. The Contractor shall employ AFL-CIO
                        skilled
                        craftsmen who are members of local unions affiliated with
                        the AFL-CIO
                        building and construction trades unions for the performance
                        of the Work
                        that is normally and historically the jurisdiction of those
                        trade unions
                        for the location at which the Work is to be
                        performed.
 
 2.
                    Craft
                        labor
                        Work shall be performed under the terms of the National Erectors
                        Association National Maintenance Agreement and/or their equal
                        under
                        similar national maintenance agreements. For plants as designated
                        below,
                        the agreement shall include the wage rate modification granted
                        by the
                        National Maintenance Agreements Policy Committee. The Contract
                        price shall
                        be based on performing the Work under such agreement, and
                        modifications as
                        applicable. For other plants designated below also, there
                        shall be no wage
                        rate modification.
 
 3.
                    Contractors
                        who are awarded Work are to conduct Pre-Job Conferences as
                        stipulated in
                        Article1 - Recognition, and assign work to the appropriate
                        crafts
                        according to the recognized and traditional
                        jurisdiction.
 
 4.
                    Contractors
                        are required to furnish a copy of the first and signature
                        pages of such
                        agreements with each craft prior to commencing the
                        work.
 
 5.
                    FirstEnergy
                        Generation Corp. shall pursue and anticipates receiving approval
                        from the
                        National Maintenance Agreements Policy Committee (NMAPC)
                        for a wage rate
                        site modification at the locations indicated below. The modification
                        allows for the Work to be performed [*****%] of the wage
                        rates contained
                        in the local collective bargaining agreements and [*****%]
                        of the fringe
                        benefits listed in those agreements. The Contractor is responsible
                        for
                        applying for said agreements and must be in possession of
                        them with
                        permission from the appropriate international unions for
                        requesting
                        extension of the FirstEnergy National Maintenance Agreement
                        to cover Work
                        to be performed at these specific FirstEnergy Generation
                        Corp. Plants: R.
                        E. Burger, Edgewater, D. B. Mansfield, W. H. Sammis, and
                        Seneca.
 
 6.
                    Plants
                        which
                        have not been granted a wage rate modification, but which
                        require use of
                        the National Maintenance Agreement with no modification (100%)
                        to rates
                        are: Ashtabula, Bayshore, Eastlake, Lakeshore, Mad River,
                        Richland,
                        Sumpter and West Lorain.
 
 7.
                    Failure
                        to
                        comply with the foregoing requirements shall be considered
                        as a material
                        breach of the terms of the contract, subject to termination
                        for cause if
                        such action is deemed necessary by FirstEnergy Generation
                        Corp.
 
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  **FIRSTENERGY
            CONTRACTOR SAFETY PROGRAM FOR FOSSIL GENERATION**
 
 CONTRACTOR
            SUPERVISION                                                                                                1
 
 SAFETY AND HEALTH
            OBLIGATIONS                                                                                    
            1
 
 1. DESIGNATION
            OF SAFETY
            SUPERVISOR                                                                   
              1
 2. GENERAL
            SITE RULES AND
            HOUSEKEEPING                                                           
               2
 3. PERSONAL
            PROTECTIVE
            EQUIPMENT                                                                        
             2
 4. EMERGENCIES                                                                                                            
            3
 5. FIRST
            AID                                                                                                                    
             3
 6. FIRSTENERGY
            GENERATION CORP. EQUIPMENT AND
            UTILITIES                                
             3
 7. LOCKOUT/TAGOUT
            AND CONTROL OF HAZARDOUS
            ENERGY                                     
            3
 8. EXCAVATION
            AND
            TRENCHING                                                                                
                3
 9. SCAFFOLDING
            AND FALL
            PROTECTION                                                                 
                  4
 10. ASBESTOS                                                                                                        
                     4
 11. INORGANIC
            ARSENIC                                                                                           
                   4
 12. LEAD                                                                                                                       
               4
 13. HOT
            WORK                                                                                                            
                 4
 14. POWERED INDUSTRIAL TRUCKS, OTHER VEHICLES AND CRANES -
 DRIVERS AND
            OPERATORS                                                                                 
              5
 15. WRITTEN
            SAFE WORK
            PROCEDURES                                                                     
               5
 16. EMPLOYEE
            TRAINING AND
            QUALIFICATIONS                                                           
               5
 17. INCIDENT
            REPORTING                                                                                               
              5
 18. CONFINED
            SPACES                                                                                                  
              6
 19. PERMITS,
            LICENSES AND
            INSPECTIONS                                                                
                 6
 20. GENERAL
            RULES FOR HAZARDOUS MATERIALS AND
            EQUIPMENT                         
               6
 21. FIRE
            EXTINGUISHERS AND FIRE
            WATCH                                                                  
               7
 22. COMPLIANCE
            AUDITS                                                                                                
              7
 
 PROHIBIED
            ACTS                                                                                                                   
             7
 
 SECURITY
            AND
            FACILITY
            ACCESS                                                                                      
                7
   CONTRACTOR
            SUPERVISION
 
 Unless
            specified in
            this safety guide, the Contractor will at all times be solely responsible
            for
            all means, methods, techniques, and procedures for the work specified
            in the
            contract. The Contractor is responsible for all acts and omissions, of
            all their
            employees, subcontractors and agents, performing any of the contracted
            work. The
            Contractor will at all times maintain appropriate discipline among its
            employees, and will not employ any person unfit or unqualified in that
            portion
            of the contracted work assigned to them.
 
 The
            Contractor has
            the authority and responsibility to control, and/or correct all safety
            and
            health hazards associated with the contracted work. If the Contractor
            becomes
            aware of a hazard which the Contractor contends was created or caused
            by
            FirstEnergy, the Contractor must notify the designated FirstEnergy contact
            person immediately in the case of an imminent hazard, or as soon as possible
            in
            all other cases.
 
 SAFETY
            AND HEALTH
            OBLIGATIONS
 
 **1.** **Designation
            of Safety Supervisor**
 
 The
            Contractor must
            designate a responsible member of its organization at the job site, whose
            duty
            would include safety and health compliance, and the prevention of accidents.
            The
            name and position of any person designated must be reported in writing
            to
            FirstEnergy **Site
            Safety** Representative or
            other designated FirstEnergy representative.
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  **2.**  **General
            Site Rules and Housekeeping**
  A.
                  Portable
                      ladders are to be tied or lashed to prevent the ladder from
                      slipping and
                      must have non-slip bases. Metal and any conductive ladders
                      will not be
                      permitted.
  B.
                  Hoses,
                      welding leads and electrical cords generally will be run overhead
                      to
                      eliminate tripping hazards or damage by heavy
                      equipment.
  C.
                  Temporary
                      floor openings are to be barricaded and flagged as required
                      by OSHA
                      regulations.
  D.
                  Compressed
                      or
                      Plant air must not be used for cleaning clothing or
                      shoes.
  E.
                  All
                      equipment
                      used in proximity to overhead lines must be properly grounded.
                      Work near
                      overhead lines must be communicated to FirstEnergy Site Safety
                      Representative’s attention.
  F.
                  Extreme
                      caution must be used when walking or driving near railroad
                      tracks on plant
                      property. Most locomotives are operated by remote control,
                      and unmanned.
                      Crossing a railroad track by crawling under or between railroad
                      cars is
                      forbidden.
  G.
                  Rigging
                      and
                      hoisting of material or equipment must be done in a manner
                      to ensure
                      safety to personnel and existing equipment in the hoisting
                      area.
  H.
                  All
                      posted
                      signs must be observed.
  I.
                  Fire
                      extinguisher, fire hoses, and other fire fighting equipment
                      must not be
                      moved from their designated locations, except in the event
                      of a
                      fire.
  J.
                  If
                      a plant
                      fire extinguisher is used, contact FirstEnergyGeneration
                      Corp. Site Safety Representative.
  K.
                  The
                      contractor must also be aware of various hazards existing in
                      and around an
                      operating power plant and take appropriate steps to protect
                      their
                      employees. Hazards include, but are not limited
                      to:
  
 ·
                  Rotating
                      equipment such as motors, fans, and air
                      compressors
 ·
                  High
                      voltage
                      switches, cables, and overhead
                      lines
 ·
                  High
                      temperature/ high pressure steam piping and
                      vessels
 ·
                  Sensitive
                      control equipment with associated tubing, piping and
                      wiring
 ·
                  Automatic
                      safety valves and other power actuated valves
 ·
                  High
                      noise
                      level areas
 ·
                  Potential
                      exposure to arsenic, asbestos and/or
                      lead
 
 **3.
            Personal
            Protective Equipment**
 
 The
            Contractor must
            ensure that all its employees utilize all Personal Protective Equipment
            (PPE)
            required by applicable Occupational Safety and Health Administration
            (OSHA) laws
            and regulations. FirstEnergy will not provide safety equipment for the
            Contractor's work activities.
 
 Hard
            hats, safety
            glasses, and hearing protection where appropriate must be worn at all
            times when
            on FirstEnergy power plant property. Proper sturdy footwear must be worn
            at all
            times.
 
 Compliance
            will
            include, but not be limited to, the following:
 
 A.  Conducting
            a hazard
            assessment prior to job initiation, to determine what if any PPE is needed
            for
            their employees.
 
 B.  Conducting
            personal
            sampling if required by OSHA regulations.
  1)
                  If
                      personal
                      sampling is required, the Contractor will inform FirstEnergy
                      Site Safety
                      Representative, in writing, of the personnel and/or Subcontractor
                      that
                      will be performing the sample collection and/or
                      analysis.
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 2)
                    FirstEnergy
                        reserves the right to reject any/or all parties involved
                        with the sample
                        collection and/or analysis.
 3)
                    The
                        Contractor will supply FirstEnergy with the results of all
                        personal
                        monitoring samples collected on FirstEnergy
                        property.
 
 FirstEnergy
              has
              determined that in any enclosed area that transports circulating water,
              there is
              a potential for the existence of common pathogenic organisms. The Contractor
              will be responsible for the proper protection of its employees and
              others in
              relation to the contracted work performed in these areas.
 
 Unless
              told
              otherwise by FirstEnergy Representative, or determined by test results,
              contractors must assume that all insulating materials including Thermal
              System
              Insulation, surfacing materials, and other building materials such
              as floor
              tile, gaskets, old wire insulation, and transite board contain asbestos.
              Contract workers must be properly trained and wear the proper PPE while
              working
              with these materials.
  **4.
              Emergencies**
 
 The
              Contractor must
              be aware of and comply with any emergency action plans for the facility
              where
              contracted work is performed. The Contractor must develop a Site Specific
              Emergency Evacuation Plan that complements the Facility Emergency Evacuation
              Plan and inform their workers of the plan. The Site Specific Emergency
              Evacuation Plan shall be submitted to FirstEnergy for review and approval
              prior
              to the commencement of work.
 
 In
              an emergency potentially threatening the safety of an employee’s life, the
              safety of the job site, or of adjoining property, the Contractor is
              permitted to
              act at its discretion to prevent property loss or personnel injury.
 
 **5.
              First
              Aid**
 
 First
              Aid services
              and provision for medical care are the responsibility of the Contractor.
              The
              Contractor must provide its own first aid supplies, emergency response
              equipment, and prompt medical attention in case of injury to its employees.
              Provisions must be made and in place prior to the commencement of the
              work. The
              Contractor is responsible for ensuring that personnel trained in first
              aid are
              available on site while work is occurring.
 
 **6.
              FirstEnergy Generation Corp. Equipment and Utilities**
 
 The
              Contractor is
              prohibited from starting, stopping, or otherwise operating FirstEnergy
              Generation Corp. owned or leased equipment and utilities, unless specifically
              authorized to do so in writing. The Contractor can not open or close
              any valves,
              breakers, or switches, enter into any equipment, or cut into any piping
              or
              structure, without first obtaining permission from the proper FirstEnergy
              contact designated by the facility’s management. (See section on
              Lockout/Tagout)
 
 **7.
              Lockout/Tagout and Control of Hazardous Energy**
 
 The
              Contractor
              shall develop a Site Specific Lockout/Tagout program. The Contractor’s Site
              Specific Lockout/Tagout program will be required to comply with FirstEnergy
              Generation Corp.’s Lockout/Tagout program. A copy of FirstEnergy Generation
              Corp.’s Lockout/Tagout program will be provided to the Contractor. The
              Contractor will be required to train their employees to comply with
              the Site
              Specific Lockout/Tagout program, with all training completed prior
              to
              commencement of the related work. ****
 
 **8.
              Excavation and Trenching**
 
 Any
              excavation and
              trenching activities and building demolition operations must comply
              with
              applicable state or federal standards pertaining to those activities.
              This
              includes trenches dug for access to utility piping and plumbing. The
              Contractor
              will obtain all appropriate permits prior to beginning work on-site.
              The
              Contractor will agree to comply with OSHA regulations that include
              but are not
              limited to:
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  A.
                  Using
                      shoring
                      or sloping for evacuations five (5) feet or
                      deeper
 
 B.
                  Having
                      shoring inspected by trained “competent”
                      person
 
 C.
                  Hazardous
                      atmospheric testing where needed
 
 D.
                  Providing
                      appropriate means of egress.
 
 **9.
            Scaffolding and Fall Protection**
 
 All
            scaffolding
            must be erected, inspected and maintained in accordance with the applicable
            state and/or federal standards pertaining to those activities. The Contractor
            must obtain all appropriate permits prior to beginning work on-site.
            The
            Contractor will be responsible to ensure that all employees working on
            scaffolding are properly trained to qualify them as either a competent
            person,
            erector/dismantler, or user. Scaffolding will be inspected and tagged
            by a
“competent person”. All scaffolding will utilize a guardrail system and
            toeboards. The Contractor will supply an informational copy of all scaffold
            inspection documents to the appropriate FirstEnergy Representative.
 
 Scaffolding
            design
            drawings are required for each major installation of scaffolding. A Registered
            Professional Engineer (PE), for the state jurisdiction in which the work
            shall
            be performed, must approve the scaffold design and indicate approval
            by the
            appropriate PE Stamp affixed to the design drawings.
 
 100%
            Fall
            Protection must be utilized where personnel are exposed to a fall of
            six feet or
            more.
 
 **10.
            Asbestos**
 
 Unless
            communicated
            otherwise, all existing facility insulating materials including Thermal
            System
            Insulation, surfacing materials, and other building materials such as
            floor
            tile, gaskets, old wire insulation, and transite board must be considered
            by the
            contractor to contain asbestos.
 
 The
            Contractor will
            be notified of the presence of any known or suspected asbestos-containing
            materials in its proposed work areas. Only a contractor with the required
            OSHA
            training, certification and permits for asbestos abatement and removal
            may
            handle these materials. All other Contractors are prohibited from working
            on or
            removing asbestos-containing materials.
 
 **11.
            Inorganic Arsenic**
 
 If
            the Contractor will be working in a regulated work area for inorganic
            arsenic,
            FirstEnergy Site Safety Representative **** or
            appropriate
            plant management will notify the Contractor of such. The Contractor is
            responsible for ensuring that only employees with the required OSHA training
            enter and perform work in this area. Contractors working in regulated
            work areas
            for inorganic arsenic will be responsible for providing and maintaining
            step off
            exit areas from these regulated areas. Disposal of all protective coveralls,
            PPE, or any other items that become contaminated, is the responsibility
            of
            FirstEnergy. Use of the facility’s change area and shower is
            prohibited.
 
 **12.**
                  **Lead**
 
 All
            materials that
            have the potential to contain lead must be tested prior to the Contractor
            performing any work that could create dust or fumes. If possible, all
            lead
            should be removed prior to the start of work. FirstEnergy shall remove
            all
            identified pre-existing lead materials as required to support the work.
            If the
            work to be performed will cause lead particles or fumes to become airborne,
            then
            proper containment and control, techniques and equipment, must be in
            place. The
            Contractor is responsible for ensuring that only properly trained employees
            will
            perform such work and that all workers will wear the proper PPE. Air
            monitoring
            must be conducted for work activities that create dusts or fumes with
            lead. (See
            section 3)
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  **13.
            Hot
            Work**
 
 The
            Contractor is
            prohibited from welding, burning, cutting, brazing or performing other
            "hot
            work" without prior authorization from FirstEnergy management or designated
            representative. All hot work must comply with state and federal standards
            for
            these work activities, including those standards pertaining to hot work
            permits
            and safe handling of compressed gases.
 
  A.
                  Due
                      to the
                      increased risk of fire resulting from the performance of Hot
                      Work
                      operations in the plant, all Contractors are responsible for
                      the
                      implementation of a Hot Work permit procedure. This Hot Work
                      permit
                      procedure must identify the necessary precautions taken to
                      prevent fires
                      resulting from open flame operations (i.e. welding, cutting,
                      grinding,
                      brazing).
  B.
                  The
                      Contractor will ensure that there are sufficient numbers of
                      fire
                      extinguishers, of the proper type, in the work
                      area.
  C.
                  The
                      Contractor must focus on the fire hazards associated with their
                      work. It
                      may be necessary to post a “fire watch”, depending on the nature and
                      location of work.
  D.
                  The
                      Contractor will provide protection to prevent welding and burning
                      sparks
                      from falling below the work level. Fire retardant material
                      must be used
                      for this purpose.
  E.
                  The
                      Contractor will screen or shield welding activities to prevent
                      welding
                      flash injuries to other personnel.
  F.
                  Storage
                      area
                      for oxygen and acetylene tanks must be separated by 20 feet
                      or by a
                      non-combustible barrier at least 5 feet in height. Cylinder
                      must be
                      secured at all times and capped when not in
                      use.
  G.
                  Empty
                      cylinders must be removed from the work area to the designated
                      storage
                      facility at the site.
   **14.
            Powered
            Industrial Trucks, Other Vehicles and Cranes - Drivers and
            Operators**
 
 The
            Contractor's
            employees who drive vehicles or forklifts, or who operate heavy equipment
            on
            FirstEnergy project sites, must have a current driver's license. Prior
            to
            employment on FirstEnergy project sites, it is recommended that all Contractor
            Crane Operators be Certified through the National Commission For The
            Certification Of Crane Operators (NCCCO). The Contractor must retain
            documentation of appropriate training in accordance with state and federal
            OSHA
            standards, Department of Transportation, and Department of Motor Vehicles
            codes
            and standards. The Contractor is responsible to meet all OSHA regulation
            pertaining to powered industrial trucks, mechanized equipment, motor
            vehicles,
            cranes derricks and hoists.
 
 Contractor
            shall
            have a written Critical Lift policy and procedure. The Contractor’s Critical
            Lift policy and procedure shall be submitted to FirstEnergy for review
            and
            approval prior to the commencement of work.
 
 **15.
            Written
            Safe Work Procedures**
 
 The
            Contractor must
            have a written Site Specific Safety Program, including safe work practices,
            procedures, and programs. FirstEnergy or designated representative is
            to be
            provided a copy of the written Site Specific Safety Program that will
            be used at
            FirstEnergy facility. If upon review, FirstEnergy or designated representative
            deems the Site Specific Safety Program not to be in compliance with appropriate
            FirstEnergy policy and/or OSHA regulations, the parties involved must
            resolve
            issues prior to the commencement of work.
 
 **16.
            Employee Training and Qualifications**
 
 Contractor
            will
            provide only properly trained and qualified personnel to perform work
            under the
            Contractor Agreement. The Contractor will provide only employees who
            are trained
            in both general safe work practices and all applicable specific hazards
            of the
            contracted work. The Contractor has the authority and responsibility
            to train
            its employees with regard to general and work-specific hazards and safe
            practices. The Contractor must certify that all of its employees, subcontractors
            and Vendors, have been fully informed of tasks and specific hazards and
            safety
            requirements before beginning work on-site.
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  **17.
            Incident Reporting**
 
 The
            Contractor will
            immediately notify FirstEnergy management or designated representative
            of any site occupational
            injury or illness, employee exposure to hazardous substances, vehicle
            accidents,
            property damage, fires, environmental spills or releases, and/or "near
            misses".
            The Contractor will provide a written incident notice to FirstEnergy
            management
            or designated representative within 24 hours of any such occurrence and
            a
            written report to follow. FirstEnergy reserves the right to review the
            Contractor's incident investigations and/or perform FirstEnergy’s own
            investigations, for the sole purpose of verifying facts, protecting FirstEnergy
            personnel and property, and limiting FirstEnergy liability.
 
 **18.
            Confined Spaces**
 
 The
            Contractor must
            have in place a permit required confined space program for the protection
            of its
            employees from the hazards associated with the entry into confined spaces.
            Contractors are required to perform the following activities:
 
 A.
                  Obtain
                      any
                      available information regarding permit space hazards and entry
                      operations
                      from the host employer, (FirstEnergy Generation Corp., or designated
                      representative).
 
 B.
                  Coordinate
                      entry operations with the host employer, when both host employer
                      personnel
                      and Contractor personnel will be working in or near permit
                      spaces.
 
 C.
                  Inform
                      the
                      host employer of the permit space program that the Contractor
                      will follow
                      and of any hazards confronted or created in permit spaces,
                      either through
                      a debriefing or during the entry
                      operation.
 
 FirstEnergy
            reserves the right to require the Contractor to follow FirstEnergy’s Confined
            Space Program. If FirstEnergy decides to require the Contractor to follow
            FirstEnergy’s Confined Space Program, a copy of FirstEnergy Generation Corp.’s
            confined space program will be given to the Contractor. An agreement
            to train
            contractor employees to FirstEnergy Generation Corp.’s confined space program
            must be in place, with training completed, prior to the commencement
            of
            work.
 
 **19.
            Permits, Licenses and Inspections**
 
 As
            defined in Section 3.6 of the Contract, the Contractor will secure and
            pay for
            all required licenses, permits and inspections necessary for performance
            and
            completion of the work. Within 5 working days of receiving such documents,
            the
            Contractor will deliver to FirstEnergy or designated representative copies
            of
            all permits, written approvals, licenses and inspections.
 
 **20.
            General
            Rules for Hazardous Materials and Equipment**
 
 When
            the use of
            hazardous materials (as defined by 29CFR 1910.1200) or equipment is necessary
            for the work being performed, the Contractor must exercise the highest
            care and
            must perform such activities under the supervision of properly qualified
            personnel. All applicable laws, rules, regulations and ordinances must
            be
            followed. The Contractor is responsible to comply with the OSHA Hazard
            Communication Standard. It is the Contractors responsibility to maintain
            an MSDS
            file of all hazardous substances and chemicals that the contractor has
            brought
            onto the site. Where and when a hazardous material will be used must
            be
            communicated to FirstEnergy site representative or designated representative,
            prior to commencing work.
 
 The
            Contractor will
            be responsible for removing and properly disposing of all empty, partially
            full,
            or full containers of chemicals or chemical substances that were brought
            on site
            by the Contractor or its Subcontractors as part of its demobilization.
            All
            products and materials brought on site by a Contractor must be removed
            by that
            Contractor upon its departure. Do not put chemical containers into company
            trash
            containers. Failure to adhere to this provision will result in FirstEnergy
            disposing of the same and recovering the costs from the contractor. Also,
            all
            appropriate regulatory agencies will be notified of any non-compliance
            with any
            applicable regulations.
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  Explosives
            of any
            description are not permitted to be stored on the Project Site. If the
            Contractor wishes to use explosives of any description, the Contractor
            must
            first provide written notice to, and receive written approval from FirstEnergy
            Representative and obtain the approval of all appropriate authorities
            having
            jurisdiction over the use of such explosives.
  **21.
              Fire
              Extinguishers and Fire Watch**
 
 The
              Contractor will
              work with FirstEnergy safety representative to ensure that there are
              sufficient
              numbers of fire extinguishers, of the proper type, in the work area.
              The
              Contractor will be responsible for providing a fire watch for periods
              during
              which its personnel may be engaged in activities constituting a fire
              hazard, or
              as otherwise required by law. Prior to engaging in any activities that
              could
              ignite a fire, the Contractor must ensure that all flammable material
              has been
              cleared from the affected area. See section on Hot Work.
 
 **22.
              Compliance Audits**
 
 Any
              contractor
              performing work at a FirstEnergy facility may be subject to compliance
              audits,
              which includes Safety as well as all other compliance documentation
              mentioned in
              this document, whether announced or unannounced, at FirstEnergy’s
              discretion.
 
 PROHIBITED
              ACTS
 
 The
              Contractor's
              and Subcontractor’s employees are prohibited from bringing firearms, knives, and
              weapons of any kind onto a FirstEnergy site or FirstEnergy facility,
              unless
              specifically authorized to do so in written contractual documents.
 
 No
              one under the influence of any narcotics, drugs, controlled substances
              or
              alcoholic beverages is permitted on FirstEnergy property.
 
 The
              illegal use,
              sale, or possession of narcotics, drugs, controlled substances or alcoholic
              beverages while on the job is strictly prohibited.
 
 Contractor's
              employees and Subcontractors are permitted to smoking in designated
              areas
              only.
 
 SECURITY
              AND
              FACILITY ACCESS
 
 The
              Contractor will
              comply with FirstEnergy Generation Corp. security and access procedures
              for
              entry onto a FirstEnergy Generation Corp. controlled property, worksite,
              or
              facility. The Contractor's employees are authorized to enter only those
              work
              areas and structures specific to its contractual scope of the contracted
              work.
              Site specific security requirements will be distributed and reviewed
              with the
              contractor prior to mobilization.
 
 The
              Contractor will
              maintain a daily log of all employees present on-site. This log is
              to be used in
              an emergency to identify missing personnel. The Contractor's employees
              must be
              logged in and out of the site each day in accordance with FirstEnergy
              Generation
              Corp. security procedures.
 
 A
              visitor is defined, as any person not covered by contractual agreements
              with
              FirstEnergy Generation Corp. Visitors may include Vendors, tour groups
              or guests
              of the Contractor’s management. All visitors to FirstEnergy project sites or
              facilities must have prior authorization from FirstEnergy. Visitors
              shall wear
              all required PPE and must be escorted by the Contractor's supervisor
              or manager,
              or by its designated personnel, at all times while on-site. Visitors
              are
              prohibited from areas where contact with hazardous substances or materials
              is
              possible and are also prohibited from entering any area of the work
              site that
              requires respirators, or specialized medical monitoring or safety
              training.
 
 The
              Contractor will
              immediately notify FirstEnergy management or designated representative
              of any
              regulatory agency inspectors or compliance personnel who request information
              about on-site activities or who request entry to the work site. This
              includes
              personnel from city, county, state or federal government agencies.
              Regulatory
              and government personnel must provide appropriate identification prior
              to
              entering the work site.
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 **EXHIBIT
                        3.5(E)-2**
  **OSHA
            COMPLIANCE AND SAFETY**
 
  The
              Contractor
              represents and warrants that all articles, including but not limited
              to
              materials, equipment, protective clothing, scaffolding, walkways, ladders,
              etc.
              furnished, meet or exceed all specifications promulgate for safety
              and health
              standards under the Occupational Safety and Health Act of 1970 (29
              U.S.C. 691
              et. seq. 1970) and all regulations in effect as of the date of this
              Contract.
              The Contractor agrees that all labor furnished as part of this Contract
              is
              performed in accordance with all applicable OSHA requirements and all
              other
              applicable local, state, and federal regulations.
 
 1.
                    FirstEnergy
                        has established designated areas for contaminants that may
                        include,
                        depending on the location at which work is to be performed,
                        but are not
                        limited to inorganic arsenic, lead, asbestos, hydrogen sulfide
                        and sulfur
                        dioxide. Exposure to any of these contaminants may be above
                        certain OSHA
                        limits when working in any of these designated
                        areas.
 
 2.
                    The
                        Contractor shall be responsible for the interpretation and
                        compliance with
                        all applicable OSHA regulations including, but not limited
                        to the
                        regulations related to the
                        contaminants.
 
 3.
                    OSHA
                        compliance shall include, but not be limited to, the
                        following:
 
 A.
                    Conducting
                        personal sampling if required by OSHA
                        regulations.
 
 1.
                    If
                        personal
                        sampling is required, the Contractor shall inform FirstEnergy,
                        in writing,
                        of the personnel and/or Subcontractor that will be performing
                        the sample
                        collection and/or analysis.
 
 2.
                    FirstEnergy
                        reserves the right to reject all parties involved with the
                        sample
                        collection and/or analysis.
 
 3.
                    The
                        Contractor shall supply FirstEnergy with the results of all
                        personal
                        monitoring samples collected on FirstEnergy's
                        property.
 
 B.
                    Supplying
                        personal protective equipment and other related equipment
                        if required by
                        OSHA regulations.
 
 4.
                    The
                        Contractor shall comply with all requirements of OSHA CFR
                        1910.1200, and
                        any applicable state Right To Know Acts, including but not
                        limited to the
                        labeling of containers, proper handling of applicable materials,
                        proper
                        training and protection of employees and others, and the
                        securing and
                        implementing of Material Safety Data
                        Sheets.
 
 5.
                    FirstEnergy
                        has determined that in any enclosed area that transports
                        circulating
                        water, there is a potential for the existence of common pathogenic
                        organisms. The Contractor shall be responsible for the proper
                        protection
                        of its employees and others in relation to Work performed
                        in these
                        areas.
 
 6.
                    For
                        Work
                        performed at FirstEnergy’s D. Bruce Mansfield Plant in the event of any
                        emergency situation, specifically an emergency condition
                        at FirstEnergy
                        Beaver Valley Power Station, it may become necessary to notify
                        and/or
                        possibly shelter or evacuate all onsite personnel. FirstEnergy
                        has
                        developed The Bruce Mansfield Plant Emergency Preparedness
                        Plan for
                        emergency situations. The Contractor shall adhere to and
                        participate in
                        the plan if an emergency situation should
                        occur.
 
 The
                        Work
                        shall comply with the State(s) of Ohio, Michigan and/or Commonwealth
                        of
                        Pennsylvania, depending on the locations at with Work is
                        performed, local
                        codes and standards.
 
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 **EXHIBIT
                      3.8(E)-1**
  **ASBESTOS
              HANDLING AND REMOVAL**
 
 The
              parties agree
              that asbestos handling and removal is not anticipated or
              intended to be part of the scope of this Contract. Contractor shall
              not in any
              way handle or remove asbestos without FirstEnergy’s permission. Contractor shall
              promptly advise FirstEnergy’s Superintendent in the event he discovers any
              material which may be composed of asbestos. FirstEnergy will make arrangements
              to test the material and should it be confirmed to be asbestos, take
              appropriate
              action to have the asbestos removed and disposed of in compliance with
              applicable rules and regulations.
 
 However,
              should the
              Contractor handle or remove asbestos knowingly, in addition to fully
              indemnifying FirstEnergy pursuant to the Article entitled "INDEMNITY"
              of this
              Contract, the following requirements shall be applicable:
 
 Contractor
              shall be
              responsible for compliance with 29 CFR 1910.1001 and 1926.1101, 40
              CFR Part 61
              Subparts A and M, and 49 CFR Part 173 Subparts A and M, and any other
              applicable
              rules and regulations and amendments thereto promulgated by OSHA, EPA
              or state
              and local governmental authorities. Contractor's requirements include
              but are
              not limited to:
 
 1.
                    Assignment
                        to
                        the plant site of a "competent person" as defined by applicable
                        rules and
                        regulations listed above.
 
 2.
                    Establishment
                        of regulated areas pursuant to 29 CFR
                        1926.1101.
 
 3.
                    Supplying
                        for
                        all of it's employees and agents all respirators, protective
                        clothing or
                        other protective equipment utilized to comply with 29 CFR
                        1926.1101.
 
 4.
                    Contractor's
                        employees and agents are to be properly trained in asbestos
                        handling
                        procedures, consistent with the aforementioned regulations,
                        and licensed
                        or certified by the Ohio Department of
                        Health.
 
 5.
                    The
                        Contractor, where necessary, is to build an enclosure to
                        meet all
                        applicable standards listed above. In addition, Industrial
                        Hygiene
                        Monitoring will be performed in accordance with the above
                        regulations.
 
 6.
                    Supervision
                        of on-site storage and handling of asbestos containing
                        waste.
 
 7.
                    All
                        shipments
                        of asbestos shall be manifested, utilizing Purchaser's forms,
                        initiated on
                        Contractor's request by Purchaser's Authorized Representative.
                        Purchaser's
                        copies of completed manifest shall be returned to Purchaser's
                        Authorized
                        Representative.
 
 8.
                    All
                        asbestos
                        hazard abatement project clearance levels shall be in accordance
                        with the
                        following:
 a.
                    All
                        clearance
                        air-sampling to be analyzed by phase contrast microscopy
                        (PCM) shall be
                        conducted in accordance with the National Institute of Occupational
                        Safety
                        and Health (NIOSH) method 7400 entitled “Fibers” published in the NIOSH
                        manual of analytical methods, 3rdedition,
                        second supplement, August 1987. A minimum of three samples
                        shall be taken
                        and show that the concentration of fibers for each sample
                        is less than or
                        equal to a limit of quantitation for pcm (0.01 fibers per
                        cubic centimeter
                        of air); and
 
 b.
                    All
                        clearance
                        air-sampling to be analyzed by Transmission Electron Microscopy
                        (TEM)
                        shall be conducted in accordance with the regulations established
                        by the
                        United States Environmental Protection Agency, 40 C.F.R.
                        Part 763, Subpart
                        E, Appendix A.
  9.
                    All
                        clearance
                        air sampling shall be conducted by an asbestos hazard abatement
                        air-monitoring technician, or asbestos hazard evaluation
                        specialist
                        certified by the department, or a certified industrial hygienist
                        or
                        industrial hygienist in training as certified by the American
                        Board of
                        Industrial Hygiene.
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 **EXHIBIT
                  3.8(E)-1**
  10. Contractor
            shall provide regulatory permits, licenses, certificates and
            notices.
 
 All
            requirements
            outlined above are to protect the health of Purchaser's employees outside
            the
            regulated area. Contractor is solely responsible for protecting the health
            of
            the Contractor's employees, agents, or subcontractors working with asbestos,
            recognizing that Purchaser is not responsible for supervising Contractor's
            personnel.
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 *EXECUTION
                  COPY* **EXHIBIT
                    3.8(E)-2**
  **INORGANIC
            ARSENIC**
 
 
 Contractor
            shall
            satisfy itself in accordance with 29 CFR 1910.1018, that none of its
            employees
            are exposed to inorganic arsenic in concentrations greater than the permissible
            exposure limit contained therein. It shall be Contractor's responsibility
            and
            obligation to properly inspect the facilities of FirstEnergy where Contractor's
            employees will be performing the work, in particular but not limited
            to work in,
            about or around boilers and their associated ducts, tubing, and appurtenances.
            Contractor shall comply with all of the requirements of 1910.1018 CFR,
            including
            but not limited to initial and any additional exposure monitoring, establishment
            of regulated areas, and the provision of respirators to Contractor's
            employees
            if needed. Contractor shall immediately notify FirstEnergy if the presence
            of
            inorganic arsenic is detected at the permissible exposure limit set forth
            in
            1910.1018.
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 **EXHIBIT
                  3.8(E)-3**
   **LEAD
            ABATEMENT TERMS OF REIMBURSEMENT**
 
 Contractor
            is
            advised that the handling, removal and disposal (other than the potential
            for
            labor force exposure) of lead or lead containing materials or materials
            coated
            with lead containing material, including but not necessarily limited
            to lead
            containing paint, is not included as part of Contractor's scope of Work.
            However, the cost for labor force exposure for lead or lead containing
            materials
            or materials coated with lead containing materials shall be limited to
            monitoring results under OSHA requirements. In the event that monitoring
            results
            indicate a lead problem, the Contractor shall immediately notify FirstEnergy.
            At
            that point, documentation of any lead impacted activities shall be identified
            to
            FirstEnergy and all lead related Work timesheet information shall be
            provided.
            In addition, FirstEnergy shall perform intensive surveillance on the
            affected
            Work. Contractor shall support all administrative activities under FirstEnergy's
            direction. FirstEnergy shall reimburse Contractor for costs associated
            with lead
            abatement activities/affected Work as follows:
 1.
                  Fixed
                      costs
                      shall be reimbursed at actual cost and shall
                      include:
 a.
                  All
                      equipment
                      and consumables used solely for lead abatement shall be billable
                      to
                      FirstEnergy. Equipment includes respirators, negative air machines,
                      HEPA
                      filters, pre-filters, secondary filters and flex hose. Consumables
                      include
                      respirator filters, suits/gloves, respirator wipes, towels
                      and
                      soap.
 b.
                  Labor
                      hours
                      incurred by craft employees for blood testing, respirator fit
                      tests,
                      pulmonary function tests, lead abatement training and maintenance
                      for
                      negative air machines.
 2.
                  Inefficiency
                      of labor costs shall be provided for as
                      follows:
 a.
                  Contractor
                      shall notify FirstEnergy daily of all Work activities involving
                      lead
                      abatement and shall submit timesheets for this Work to FirstEnergy
                      for
                      approval.
 b.
                    FirstEnergy
                        shall perform surveillance on those activities and utilize
                        the results to
                        approve Contractor's lead abatement related Work timesheets.
                        FirstEnergy
                        agrees to provide Contractor with copies of its daily surveillance
                        reports
                        for its use in preparing lead abatement related Work
                        timesheets.
 c. Contractor
            shall
            invoice FirstEnergy for approved lead abatement related Work timesheets.
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 **EXHIBIT
                  5.1**
  
 **AQC
          SYSTEMS, PRICING METHODOLOGY AND DEFINITIONS**
 
 The
          Project, AQC
          Systems, will be composed of various Subprojects. Phases of the Project
          will
          include development, engineering, design, fabrication, procurement,
          construction, startup and commissioning.
 
 The
          Professional
          Costs portion for this Project will include the Engineering and Graphics
          Labor
          (including Specialist Labor), Other Professional Labor, Professional
          Construction Labor, the Engineering Technology Charge, G&A, Engineering
          Subcontracts and Travel and Living Expenses as defined herein. For clarity,
          Engineering and Graphics Labor and Other Professional Labor performed by
          BAPC
          Ohio shall be compensated in the same manner as the Contractor, including
          rates,
          Engineering Technology Charge, G&A, and Fee.
 
 All
          Engineering/Graphics Labor and Other Professional Labor will be performed
          by
          resources located in the Unites States and billed per Exhibit 5.1-10 ("Rate
          Sheet for Engineering/Graphics Labor and Other Professional Labor") unless
          otherwise agreed between FirstEnergy and Contractor. If requested by
          FirstEnergy, the Contractor will fully cooperate with FirstEnergy to utilize
          Contractor’s offshore or overseas Engineering/Graphics Labor and Other
          Professional Labor and FirstEnergy will be billed by Contractor at rates
          appropriate for that country of origin.
 
 Two
          commercial
          options exist for this work. Commercial option number 1 is the “FE Vendor
          Arrangement”. Commercial option number 2 is the “Wrap Arrangement”.
 
 The
          following is to
          be applied to the commercial options number 1 and number 2 as described
          herein,
          for conventional wet or dry FGD technology, including in duct application
          of dry
          FGD technology.
 
 The
          "Target
          Construction Cost" of each Subproject, as defined during the Development
          Phase,
          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, builder risk insurance, bonds, taxes
          and
          any other expenditures deemed to be appropriate by FirstEnergy (as mutually
          agreed during the Development Phase of the Subproject). 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, and Engineering Subcontracts. Each
          Subproject or combination thereof, will have a “Target Construction Cost”
          established once sufficient engineering and procurement is completed. The
          "Target Construction Cost" will include all estimated costs for the Subproject
          as well as all costs mutually agreed upon between the Contractor and
          FirstEnergy, and authorized by FirstEnergy using partial Notices To Proceed,
          up
          to the time the “Target Construction Cost” is established. The “Target
          Construction Cost” shall be exclusive of any Fee.
 
 For
          Powerspan ECO
®, the “Target Construction Cost” will be established after sufficient design to
          establish quantities and construction plans, selection of sub-suppliers
          and
          resolution of any issues relating to the technology are made available
          by
          Powerspan.
 
 Each
          Subproject
          will be performed on a cost reimbursable basis plus a Fee, with Contractor
          to be
          paid for all work performed by Contractor to meet its obligations under
          the
          Agreement, except as provided therein *[e.g.
          warranty]* .
          The Fee will be
          adjusted based upon the Incentive Scorecard results as described below,
          and
          further adjustments to the Fee payment will be made based upon the Subproject(s)
          over and underruns of the “Target Construction Costs” outside of the agreed to
          Deadband. Fee payments for the “Target Construction Cost” will be based on
          construction progress as compared to the construction schedule (see Exhibit
          5.1.
          -1 (A), “Fee Adjustment”).
 
 The
          verification of
          the “Target Construction Cost” will be based upon an “open book” review and
          audit of the estimated costs and any expenditures to date. At FirstEnergy’s
          option, a mutually agreed to third party may be used to review and evaluate
          the
“Target Construction Cost” as provided by the Contractor.
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 CONFIDENTIAL
                  TREATMENT REQUESTED
 *EXECUTION
                  COPY*
 **EXHIBIT
                  5.1**
  The
          Contractor’s
          Fee is profit only and does not contain any General & Administrative
          overheads. The Contractor **** will
          place [*****%]
          of the ******at risk as further described herein. ****** Rates will be
          applied
          as stated herein (See “Pricing Rates and Summary Sheets”). A [******] Rate will
          be applied as stated herein to the Engineering and Graphics Labor, Other
          Professional Labor and Specialist rates, and a separate [******] Rate will
          be
          applied to Professional Construction Labor rates.
 
 **AQC
          SYSTEMS, PROJECT FEE AND FEE ADJUSTMENT**
 
 Except
          for Change
          Orders that increase or decrease the Target Construction Cost, once a
          Subproject’s “Target Construction Cost” is established during the Development
          Phase, that portion of the Fee will be fixed and will only be adjusted
          by two
          (2) mechanisms as follows:
 
 
 1.
          INCENTIVE
          SCORECARDS
 
 An
          outline of the
          Contractor Sample Scorecards, which are used to adjust the Contractor's
          ******,
          are as shown in Exhibit 5.1-2 “Sample Scorecards”.
 
 Two
          Scorecards
          exist. A Scorecard exists for Engineering & Planning, and a separate
          Scorecard exists for Professional Construction Labor.
 
 The
          Engineering
& Planning Scorecard is used to adjust the ****** associated with the
          Engineering/Graphics Labor and Other Professional Labor. The Incentive
          Scorecard
          includes the following categories:
 
 ·
                Schedule
 ·
                Project
                    Administration
 ·
                Quality
 ·
                Innovation
 
 The
          Professional
          Construction Scorecard is used to adjust the ****** associated with the
          Professional Construction Labor. The Incentive Scorecard includes the following
          categories:
 
 ·
                Schedule
 ·
                Safety
 ·
                Quality
 ·
                Project
                    Administration
 ·
                Cashflow
 
 Each
          individual
          category shall have an associated weighted value, which total 100% for
          each
          Scorecard. On a periodic basis, but not longer than every six (6) months,
          and,
          as agreed to by both parties, a rating will be established for each category
          on
          the Scorecards using a combination of subjective and objective criteria
          as
          defined on the Scorecards. Those scores will be compared to the “Threshold”,
“Target” and “Maximum” values. A percentage multiplier corresponding to the
          weighted average score will be applied to the ****** paid or due to the
          Contractor for the period being rated. Reconciliation for any over payment
          or
          underpayment will be made at that point in time for the rating
          period.
 
 Some
          portions of
          the Sample Scorecards shown in Exhibit 5.1-2 are not currently defined.
          Scorecards will be finalized and agreed to by both parties during the Project
          Development Phase.
 
 2.
          TARGET
          CONSTRUCTION COST
 
 A
“Target
          Construction Cost” will be established for each Subproject. A Deadband above and
          below the “Target Construction Cost” has been established within which no
          adjustment will be made to the AE Constructor’s Fee. The ****** will be adjusted
          for Final Construction Cost above or below [*****%] deadband in accordance
          with
          Exhibit 5.1-3, “Fee Table”. If the Final Construction Cost exceeds the “Target
          Construction Cost”, the Contractor's ****** will be reduced on a preset
          percentage of every dollar above the Deadband upper limit ("Contractor
          Fee
          Reduction Percentage"). Likewise, if the Final Construction Cost is less
          than
          the “Target Construction Cost”, the Contractor's ****** will be increased
          according to a preset percentage of every dollar below the Deadband lower
          limit
          ("Contractor Fee Increase Percentage") as shown in Exhibit 5.1-3, “******
          Table”.
 
 
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 CONFIDENTIAL
                  TREATMENT REQUESTED
 *EXECUTION
                  COPY*
 **EXHIBIT
                  5.1**
 
 Examples:
 
 The
          examples shown
          below are for both the “Wrap Arrangement” and “FE Vendor Arrangement” where the
          Fee percent would be changed to be in agreement with the set value described
          herein.
 
 If
          the Final
          Construction Cost exceeds the “Target Construction Cost”, but the Final
          Construction Cost is within the upper limit of the Deadband (within [*****%]
          of
          the Target Construction Cost, or less than [*****%] of the Target Construction
          Cost), then the Fee will not be adjusted based upon this adjustment
          mechanism.
 
 If
          the Final
          Construction Cost exceeds the “Target Construction Cost”, and the Final
          Construction Cost is above the upper limit of the Deadband and greater
          than
          [*****%] of the “Target Construction Cost” then the Fee will be adjusted based
          on the Final Construction Cost. Therefore, if the Final Construction Cost
          is
          [*****%] higher than the “Target Construction Cost,” or [*****%] of the “Target
          Construction Cost”, then the final Fee in this example would be reduced by
          [*****%] of the Target Construction Cost in the “FE Vendor Arrangement” (or for
          the “Wrap Arrangement”, the Fee would be reduced by [*****%]).
 
 If
          the Final
          Construction Cost is below the “Target Construction Cost”, but the Final
          Construction Cost is within the lower limit of the Deadband (within [*****%]
          of
          the Target Construction Cost, or greater than [*****%] of the “Target
          Construction Cost”), then the Fee will not be adjusted based on this adjustment
          mechanism.
  If
          the Final
          Construction Cost is below the “Target Construction Cost”, and the Final
          Construction Cost is below the lower limit of the Deadband (less than [*****%]
          of the “Target Construction Cost”), then the Fee will be adjusted based on the
          Final Construction Cost. Therefore, if the Final Construction Cost is [*****%]
          lower than the Target Construction Cost or [*****%] of the Target Construction
          Cost, then the final Fee in this example would be increased by [*****%]
          of the
          Target Construction Cost in the “FE Vendor Arrangement” (or for the “Wrap
          Arrangement,” the Fee would be increased by [*****%]).
 
 Approved
          Changes to
          the Work Scope (Attachment “A”) may occur during the duration of the
          Subprojects. Any changes to the Work Scope must be by Change Order, as
          provided
          in the Agreement. When the Subproject Work Scope is modified, FirstEnergy
          will
          work with the Contractor to determine the cost increase or decrease associated
          with the Work Scope change and include the cost increase or decrease in
          the
          "Target Construction Costs" by modifying the "Target Construction Cost"
          by the
          estimated amount. Fees of the same percentages used to establish the original
          "Target Construction Cost" Fee will be applied to the Work Scope change.
 
 While
          the
          Contractor is executing the Work Scope at a FirstEnergy plant, FirstEnergy
          also
          may request the Contractor perform additional work outside of the Work
          Scope at
          the respective FirstEnergy plant. In such case, FirstEnergy and the Contractor
          shall mutually agree to the scope of the additional work to be performed.
          FirstEnergy shall pay for the additional work in the same manner as provided
          in
          this Contract. However, such additional work shall be its own Subproject
          and the
          Fee (equal to the percentage value for the “Target Construction Cost” in
          accordance with the “FE Vendor Arrangement”) associated with those costs will
          not be subject to either the Scorecard or "Target Construction Cost" adjustments
          provided herein.
 
 
 
 **I.**
                **PRICING
                    FOR ENGINEERING, PROFESSONAL SERVICES, MATERIALS, FABRICATED
                    ITEMS, AND
                    OTHER PRICING INFORMATION**
 
 PROFESSIONAL
          COSTS (excluding G&A and Fee) shall be reimbursed as
          follows:
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                  TREATMENT REQUESTED
 *EXECUTION
                  COPY*
 **EXHIBIT
                  5.1**
 
 1.
                Engineering
                    and Graphics Labor
 Engineering
          and
          Graphics Labor includes Project Management, Project Engineering (mechanical,
          electrical, civil, controls, I&C, performance, and other engineering
          disciplines), Drafting Specialists, and other engineering and design personnel
          required for the Subproject. The labor costs shall be determined by multiplying
          the direct time charging personnel hours assignable to the Subproject by
          the
          current applicable billing rate as stated herein (Exhibit 5.1-10, “Rate Sheet
          for Engineering/Graphics Labor, Other Professional Labor and Specialists”). The
          initial billing rates shall be in effect for the period January 1, 2005
          through
          December 31, 2005. Commencing January 1, 2006, the billing rates will increase
          [*****%] per year on [*****%] of the billing rate, and be adjusted per
          the
          annual Consumer Price Index - Urban Wage Earners and Clerical Workers,
          Washington - Baltimore, DC-MD-VA-WV (Nov. 96 =100), as defined herein as
          the
“Professional Labor Index”, for [*****%] of the billing rate. The Professional
          Labor Index for the average of the twelve months preceding each October
          will be
          used as part of next year’s escalation. For example, the rate for a Supervising
          Designer, Pay Grade [*****] is $[*****]/Hr. in 2005. The escalation on
          this rate
          would be ($[*****] x [*****%] x [*****] = $[*****]) + ($[*****] x [*****%]
          x
          [*****] [if the average Index for the 12 months proceeding October 2005
          were
          [*****%]] =$[*****]) = a revised rate of $[*****]/Hr. effective January
          1 -
          December 31, 2006. Chargeable hours shall be identified in the Project
          estimating process and approved by FirstEnergy. Hours documented by timesheets
          or acceptable electronic representations shall be submitted with a summary
          invoice for FirstEnergy approval and payment. A Professional Cost Fee will
          be
          applied to Engineering and Graphics Labor and to its associated G&A. The
          Rates provided do not include [******].
 
 2.
                Other
                    Professional Labor
 Other
          Professional
          Labor includes Procurement Specialists, Cost Estimating Specialists, Office
          Managers, Scheduling Specialists, Constructability Specialists, Accounting/Cost
          Specialist, Timekeepers and other non-Engineering, non-Field Project support
          personnel. The labor costs shall be determined by multiplying the direct
          time
          charging personnel hours assignable to the Subproject by the current applicable
          billing rate as stated herein (Exhibit 5.1-10, “Rate Sheet for
          Engineering/Graphics Labor Other Professional Labor and Specialists”). The
          initial billing rates shall be in effect for the period January 1, 2005
          through
          December 31, 2005. Commencing January 1, 2006, the billing rates will increase
          [*****%] per year on [*****%] of the billing rate, and be adjusted per
          the
          Professional Labor Index, as defined above, for [*****%] of the billing
          rate.
          For example, the rate for a Senior Project Controls Engineer, Pay Grade
          25 is
          $[******]/Hr. in 2005. The escalation on this rate would be ($[******]
          x
          [******]% x [******] = $[******]) + ($[******] x [******]% x [******] [if
          the
          average Index for the 12 months preceding October 2005 were [******]%]
          =
          $[******] = a revised rate of [$*****]/Hr. effective January 1 - December
          31,
          2006. Chargeable hours shall be identified in the Project estimating process
          and
          approved by FirstEnergy. Hours documented by timesheets or acceptable electronic
          representations shall be submitted with a summary invoice for FirstEnergy’s
          approval and payment. A Professional Cost Fee will be applied to Other
          Professional Labor and to its associated G&A. The Rates provided do not
          include [******].
 
 3.
                Professional
                    Construction Labor
 Professional
          Construction Labor includes Field Procurement Specialists, Project
          Superintendents, Project Field Engineer, Construction Management personnel,
          Startup and Testing Specialists, Safety Managers, QA/QC Specialists, Field
          Scheduling Specialists, Materials Handling Specialists, Rigging Specialists,
          Field Constructability Specialists, Timekeepers and other non-engineering
          Project field support personnel. The labor costs shall be determined by
          multiplying the direct time charging personnel hours chargeable to the
          Subproject by the current applicable billing rate as stated herein (Exhibit
          5.1-11 “Rate Sheet for Professional Construction Labor”). The initial billing
          rates shall be in effect for the period January 1, 2005 through December
          31,
          2005. Commencing January 1, 2006, the billing rates will increase [*****%]
          per
          year on [*****%] of the billing rate, and be adjusted per the Professional
          Labor
          Index, as defined above, for [*****%] of the billing rate. For example,
          the rate
          for a Safety Person, Pay Grade 25 is $[*****]/Hr in 2005. The escalation
          on this
          rate would be ($[******] x [******]% x [******] = $[******]) + ($[******]
          x
          [******]% x [******] [if the average Index for the 12 months preceding
          October
          2005 were [******]%] = $[******] = a revised rate of [$*****]/Hr. effective
          January 1 - December 31, 2006. Chargeable hours shall be identified in
          the
          Project estimating process and approved by FirstEnergy. Hours documented
          by
          timesheets or acceptable electronic representations shall be submitted
          with a
          summary invoice for FirstEnergy’s approval and payment. A Professional
          Construction Cost Fee will be applied to Professional Construction Labor
          and to
          its associated G&A. The Rates provided do not include [******].
  
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                  5.1**
  4.
                  Engineering
                      Technology Charge:
 The
          Engineering
          Technology Charge includes reproduction costs, telecommunication costs,
          computer
          costs, postage, office supplies, etc. as listed in Exhibit 5.1-7 “Constituents
          of Technology Charge” and see “Pricing Rates and Summary Sheets”. The
          Engineering Technology Charges shall be determined by multiplying the direct
          time charging personnel hours assignable to the Subproject by the current
          applicable charge rate, [$*****] per billable hour for Engineering/Graphics
          Labor & Other Professional Labor, and [$*****] per billable hour for
          Professional Construction Labor, as stated herein The Engineering Technology
          Charge Rates are applied to the straight time hours, and applied to overtime
          hours up to and including [*****%] of straight time hours on an annual
          basis;
          and at a reduced rate of [*****%] of the respective Engineering Technology
          Charge ([$*****] per billable hour for Engineering/Graphics Labor & Other
          Professional Labor and Specialists; and [$*****] per billable hour for
          Professional Construction Labor) for overtime in excess of [*****%] of
          straight
          time hours, on an annual basis. An annual reconciliation of any over or
          under
          charges for the overtime Technology Charge is required. The initial Charge
          Rates
          shall be in effect for the period January 1, 2005 through December 31,
          2005.
          Commencing January 1, 2006, the initial Charge Rates will be adjusted annually
          per the annual Consumer Price Index - Urban Wage Earners and Clerical Workers,
          Washington - Baltimore, DC-MD-VA-WV (Nov. 96 =100). For example, if the
          average
          Index for the 12 months preceding October 2005 were [*****%], the 2006
          rates
          effective for January 1, 2006 through December 31, 2006, would be [$*****]
          and
          [$*****]/Hr., respectively. The reduced rate for overtime in excess of
          [*****%]
          of straight time hours would be [$*****] per billable hour and [$*****]
          per
          billable hour, respectively. Chargeable hours shall be identified during
          the
          Development Phase of the Subproject and approved by FirstEnergy. Hours
          documented by timesheets or acceptable electronic representations shall
          be
          submitted with a summary invoice for FirstEnergy approval and payment.
          [******]
          and [******] are not applied to the Engineering Technology Charges (See
          Exhibit
          5.1-4, “Sample Invoices”).
 
 5.
                Engineering
                    Subcontracts:
 Engineering
          Subcontracts (excluding Contractor affiliates) include any Engineering
          and
          Graphics costs which are billed directly to the Contractor associated with
          the
          Project. Engineering Subcontracts (excluding Contractor affiliates) will
          not
          have any A-E Constructor Fee, G&A, Engineering Technology Charge or markup
          applied.
 
 6.
                Travel
                    & Living Expenses:
 Costs
          associated
          with relocation, travel and living expenses for the purpose of jobsite,
          Vendor
          visits or any visits or travel required for the performance of this Contract
          shall be billed at actual costs (see Exhibit 5.1-5, “U.S. National
          Temporary/Short Term Assignment Conditions to a Project Location” and “U.S.
          National Long Term Assignment Conditions to a Project Location”). Said costs
          shall be applicable to Contractor’s home office personnel as well as site
          personnel who are on temporary assignment away from their regular work
          site.
          Travel and living costs shall be documented on expense account forms accompanied
          by receipts or other documentation as required by FirstEnergy. Fee and
          or any
          markups shall not be applied to the travel & living expenses, and the travel
& living expense shall not be included in the “Target Construction
          Cost”.
 
 
 MATERIALS,
          EQUIPMENT, AND FABRICATED ITEMS SHALL BE REIMBURSED AS FOLLOWS:
 
 7.
                Purchased
                    Equipment and Materials
 Contractor
          shall
          purchase certain equipment and materials for the Project. Procurement of
          goods
          shall occur by either competitive bidding including electronic reverse
          auctions,
          sole source commodity purchases, or sole source negotiated contracts. In
          the
          event of commodity purchases, the use of historical pricing trends shall
          be used
          for justification of the purchase. The costs for all purchased goods shall
          be
          identified by Vendor invoice as well as appropriate supporting information.
          Equipment and materials specified by the Contractor and purchased on the
          Contractor’s purchase order will be part of the "Target Construction Costs".
          Purchased equipment and materials shall be billed at the actual amount
          as
          identified by invoice. Equipment and materials supplied by an FE
          Vendor **** shall
          not be billed
          by the Contractor **** and
          will not be
          part of the "Target Construction Costs" **.** However,
          the price
          of such equipment supplied by an OEM specified by FirstEnergy and purchased
          on
          FirstEnergy’s purchase order shall be included in the total amount used to
          establish the “Target Construction Cost” Fee, described below.
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  8.
                  Fabricated
                      (Non Contractor):
 Costs
            for
            fabricated material by a subcontractor shall be procured by either competitive
            bidding including electronic reverse auctions, sole source commodity
            purchases,
            or sole source negotiated contracts. The costs for all fabricated materials
            shall be identified by Vendor invoice as well as appropriate supporting
            information, if any, bill of materials or invoices. Fabricated materials
            shall
            be billed at the actual amount as identified by invoice and shall be
            included in
            the “Target Construction Cost”.
 
 9.
                  Fabricated
                      (at Contractor’s Shop if
                      applicable):
 In
            the event the
            Contractor acquires fabrication facilities, competitive pricing for fabricated
            items shall occur and comparison pricing shall be performed with the
            Contractor’s shop. FirstEnergy will have final approval of materials fabricated
            by the Contractor’s shop and the cost of such material. Costs for the
            Contractor’s fabricated material shall be determined by multiplying the
            applicable fabrication charge rate times the direct labor hours chargeable
            to
            the Project. Fabrication charge rates shall be as defined and based on
            the
            actual Contractor’s shop utilized in the fabrication process. Material costs
            shall be determined by use of material invoices or appropriate inventory
            charge-out cost if material is sourced from Contractor’s inventory. Weld
            consumables and standard shop tasks (such as Radiographic Testing) shall
            be
            billed as defined and based on the actual Supplier’s shop utilized in effect at
            the time the invoice is issued. The costs associated with the fabricated
            materials shall be included in the “Target Construction Cost”. [******] shall
            not be applied to these costs.
 
 10.
                  Freight:
 The
            costs for all
            freight shall be identified by Vendor invoice. Freight shall be billed
            at the
            actual amount as identified by invoice. Prior to expediting, FirstEnergy
            shall
            approve any expediting costs. At FirstEnergy’s option and in agreement with the
            Contractor, the Contractor may be directed to use FirstEnergy’s Freight Program.
            All Freight costs shall be included in the “Target Construction Cost” and shall
            be billed at direct cost. [******] is not applied to the Freight costs.
            Freight
            shall be invoiced separately from the equipment and materials purchased.
 
 FIELD
            CONSTRUCTION (excluding G&A and Fee) shall be reimbursed as
            follows:
 
 11.
                  Craft
                      Labor, Consumables, Tools, and Temporary Facilities as part
                      of the Project
                      Costs (See Exhibit 5.1-12):
 All
            Field
            Construction Costs shall be paid for by FirstEnergy in accordance herein
“Cost
            Reimbursable Work, Craft Labor”, using the actual craft-hours, defined as those
            hours that craft are paid in accordance with the National Maintenance
            Agreement
            as applied at the Site. The data provided in the example of Labor Costs
            attached
            as Exhibit 5.1-12 for specific craft (i.e., Boilermakers, Pipefitters
            and
            Electricians) is representative of those craft only and included for
            purposes of
            establishing examples of the methodology of costs for cost reimbursable
            work for
            craft labor. Before work commences at the Sammis Plant, the Contractor
            shall
            provide the same information for all craft to be employed by the Contractor
            in
            execution of the Project or any Subproject.
 
 Field
            Construction
            Costs shall include, but shall not be limited to:
 
 A.
                  Wages
                      and
                      benefits of all Craft Labor engaged in the Work, including
                      operating,
                      unloading and loading of construction equipment.
 
 B.
                  Other
                      labor
                      costs when required by union contract or approved by FirstEnergy
                      Owner.
 
 C.
                  Payments
                      for
                      all taxes and insurance related to the Craft Labor required
                      to perform the
                      work, including, but not limited to, public liability, workmen’s
                      compensation, FICA, state and federal unemployment
                      insurance.
 
 D.
                  Major
                      Equipment and Tools (>[$*****]).
 
 E.
                  Small
                      tools
                      (<[$*****]) provided for Project use and expendables/consumables/job
                      supplies.
 
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  F.
                  Facilities:
                      Supplier’s charges for rented or leased field facilities, such as but
                      not
                      limited to offices, change shacks, portable toilets, etc, shall
                      be billed
                      at actual rental/lease invoice.
 
 G.
                  Field
                      Purchased Materials shall be reimbursed as defined herein.
 
 12.
                  Subcontractors:
 Contractor
            may
            subcontract certain field construction as provided in the General Terms
            and
            Conditions. Procurement of subcontracted services shall occur by either
            competitive bidding including electronic reverse auctions, sole source
            contracting, or sole source negotiated contracts. All Subcontractors
            costs shall
            be supported by invoices, as well as appropriate supporting information.
            Subcontractors shall be billed at the actual amount as identified by
            invoice.
            The Subcontractor costs are to be included in the "Target Construction
            Cost" of
            each Subproject.
 
 In the
            event that FirstEnergy direct hires and manages subcontractors, the Contractor
            will not receive any [******] on these subcontracts.
 
 **II.**
                  **FEE
                      AND G&A**
 
 FEE
  1.
                  Professional
                      Cost Fee
 The
            Contractor will
            be paid a Fee on Engineering and Graphics Labor and Other Professional
            Labor as
            stated herein (see Exhibit 5.1 -10, ("Rate Sheet for Engineering/Graphics
            Labor
            and  Other
            Professional
            Labor"). The Fee represents [******]% profit and includes no G&A or other
            costs or overheads. The Fee will be applied to both the Engineering and
            Graphics
            Labor, and Other Professional Labor, as listed herein, and to the appropriate
            G&A. Fee is not applied to the Engineering Technology Charge (see Exhibit
            5.1-4, “Sample Invoices”). The Fee is subject to periodic Scorecard Adjustments.
            The timing of the periodic adjustments shall be agreed by both parties,
            but at
            least every six (6) months. All of the Professional Cost Fee will be
            paid as
            part of the Professional Costs invoices. The amount of Professional Cost
            Fee
            will be adjusted by the Scorecard.
 
 The
            Contractor will
            be paid a Fee on Professional Construction Labor as stated herein (see
            Exhibit
            5.1 -11, “Rate Sheet for Professional Construction Labor”). The Fee represents
            [******]% profit and includes no G&A or other costs or overheads. The Fee
            will be applied to both the Professional Construction Labor and the appropriate
            G&A. Fee is not applied to the Engineering Technology Charge (see Exhibit
            5.1-4, “Sample Invoices”). The Fee is subject to periodic Scorecard Adjustments.
            The timing of the periodic adjustments shall be agreed by both parties,
            but at
            least every six (6) months. The amount of Professional Construction Labor
            Cost
            Fee will be adjusted by the Scorecard, variance from the "Target Construction
            Cost" and Change Orders. The Fee for the Professional Construction Labor
            Cost
            will be fixed and will be subject to a payment schedule based on construction
            progress as compared to the construction schedule (see Exhibit 5.1-1
            (A), ”Fee
            Adjustment”).
 
 2.
                  “Target
                      Construction Cost” Fee
 The
            Contractor’s
            [******] is the Fee, and Fee is a percentage of "Target Construction
            Costs" as
            stated herein (see “Pricing Rates and Summary Sheets”, below). Although shown as
            a percentage of "Target Construction Costs", the Fee will be fixed as
            a dollar
            value for a Subproject at the time the "Target Construction Cost" for
            that
            Subproject is established. The “Target Construction Cost” excludes Professional
            Engineering and Graphics labor and other Professional labor (and the
            associated
            Engineering Technology Charge and G&A), travel and living expenses, and
            Engineering Subcontracts. The amount of Fee will be adjusted by the Scorecard,
            variance from the "Target Construction Cost" and Change Orders. Payment
            of the
            Fees associated with the construction will be based on construction progress
            as
            compared to the construction schedule (see Exhibit 5.1-1 (A), “Fee Adjustment”).
 
 
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                    5.1**
  GENERAL
            AND
            ADMINISTRATIVE COSTS
 
 3.
                  G&A
 G&A
            consists of
            overhead costs of the Contractor (see Exhibit 5.1-6,”Constituents of G&A
            (Overhead) Costs”). These costs do not include any direct-billed personnel or
            overheads directly associated with direct-billed personnel that are included
            in
            the rates provided for those individuals. The Contractor’s G&A rate is a
            percentage of the Professional Labor costs. G&A is charged to all straight
            time hours and to overtime hours up to and including [*****%] of straight
            time
            hours on an annual basis. G&A is not applied to overtime hours exceeding
            [*****%] of the straight time hours on an annual basis. Two separate
            G&A
            rates exist (see “Pricing Summary Sheet”). The G&A rate for
            Engineering/Graphics Labor and Other Professional Labor is [*****%] of
            the
            Engineering/Graphics Labor and Other Professional Labor rate. The G&A rate
            for Professional Construction Labor is [*****%] of the Professional Construction
            Labor Rate. These percentages are fixed for the duration of the
            contract.
 
 
 
 VARIOUS
            COMMERCIAL OPTIONS EXIST WITH THE CONTRACTOR FOR THE AQC SYSTEMS. These
            options
            are delineated herein.
 
 Commercial
            Option
            #1: “FE Vendor” Arrangement
  
 Fee
            rates are the
            following:
 
 The
            Engineering/Graphics & Other Professional & Specialists Labor Cost Fee
            rate is [*****%];
 
 The
            Professional
            Construction (Field Non Manual) Labor Fee rate is [*****%];
 
 The
            Target
            Construction Cost Fee rate is [*****%].
 
 
 Commercial
            Option
            #2: “Wrap” Arrangement (Applicable to Sammis 5, 6, & 7 or Sammis 6 and 7)
  
 The
            Fee rates are
            the following:
 
 The
            Engineering/Graphics & Other Professional & Specialists Labor Cost Fee
            rate is [*****%];
 
 The
            Professional
            Construction (Field Non Manual) Labor Fee rate is [*****%];
 
 The
            Target
            Construction Cost Fee rate is [*****%].
 
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                      5.1**
  **PRICING
              RATES AND SUMMARY SHEETS**
 
 
 **I.**  **SUMMARY
              OF
              PRICING FOR ENGINEERING, PROFESSINAL SERVICES, MATERIALS, FABRICATED
              ITEMS, AND
              OTHER PRICING INFORMATION**
 
 **A.**  **Professional
              Costs (Excluding G&A and Fee)**
 **Fee**  **Included**
 **Applied?** **** **in
              Target?**
 1. Engineering/Graphics
              Labor {*****] [*****] Rate
              Sheet
              (Exhibit 5.1-10),
 2. Other
              Professional
              Labor {*****] [*****] Rate
              Sheet (Exhibit
              5.1-10),
 
 3. Professional
              Construction
              Labor {*****] [*****] Rate
              Sheet
              (Exhibit 5.1-11),
 
 4. Engineering
              Technology
              Charge ($ Below) /
              Professional
              MH
 a. Engineering/Graphics/Other
              Professional {*****] [*****] As
              defined in
              Exhibit 5.1-7
 b. Professional Construction
              Labor {*****] [*****] $[*****]/
              Home Office MH
 [$*****]/Professional Construction
                        MH
 5. Engineering
              Subcontracts
 a. BAPC Ohio, and
              Nexant {*****] [*****] Rate
              Sheet (Exhibit 5.1-10),
 b.
              All other Engineering
              Subcontracts                                   
              {*****]                 
              [*****]     At Direct Cost
 6. Travel
              & Living
              Expenses                                                        {*****]                  [*****]    
              At Direct Cost, as per Exhibit 5.1-5
 
 **B. Materials,
              Equipment and Fabricated Items**
 **Fee** Included
 **Applied?** 1in
              Target?2
 1. Purchased
              Equipment
              and
              Materials {*****] [*****] At Direct Cost
 2. Fabrication
              (Non-AE-Constructor
              Shop) {*****] [*****] At
              Direct Cost
 3. Fabrication
              (at
              AE-Constructor
              Shop) {*****] [*****] Shop
              Rates,
              where appropriate
 4. Freight {*****] [*****] At Direct Cost
 
 **C. Field
              Construction**
 **Fee** Included
 Applied?1          in
              Target?2
 
 1. Craft
              Labor,
              Consumables, {*****] [*****] Exhibit
              5.1-12,
              5.1-8, 5.1-9,
 Major Eq. & Tools and Temporary Facilities
 2. Subcontractors {*****] [*****] At Direct Cost
 
 **II.**  **FEE
              AND
              G&A**
  **A.**  **Fee**
 1a. Engineering/Graphics Labor & Other Professional Cost
              Fee [*****%]
              of Home
              Office Professional
 Billing Rate (Items
              IA 1, &
              2, &
 IA 5(a) above, and G&A, IIB 1, below)
 1b. Professional Construction Labor Cost
              Fee [*****%]
              of
              Professional Construction
 Billing Rate (Item IA 3 above, and
 G&A, IIB 2, below)
 2. Target
              Construction
              Cost Fee - “FE Vendor
              Arrangement” [*****%]
              of
              Construction Cost
 (Items
              IB 1 & 2 & IC 1 & 2 above)
 3. Target
              Construction
              Cost Fee - “Wrap
              Arrangement” [*****%]
              of
              Construction Cost
 (Items
              IB 1 & 2 & IC 1 & 2 above)
  1
            This indicates which items will have [*****] assocated with them.
 2
            This indicates wehich items will be included in the "Target Construction
            Cost"
            and are therefore subject to adjustment based on actual cost verses the
            "Target
            Construction Cost".
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                    5.1**
 
 
 **PRICING
            RATES AND SUMMARY SHEETS**
 
 
 
 
 
 B. G
&
            A
 1. G&A
            (Engineering/Graphics and Other Professional
            Labor) [*****] %
            of Labor
            Eng./Graphics &
 Other
            Prof.
            Labor Rates
 2. G&A
            (Professional Construction
            Labor) [*****] %
            of Professional
            Construction
 Construction
            Labor Rates
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                        5.1-1(A)**
 **FEE
                                ADJUSTMENT (On a Subproject basis)**
 **Target
                                Construction Cost Estimate**
                            **Target
                                Construction Cost**
                            **Fixed
                                Fee**Target
                                Construction Cost excluding Prof. Const. Labor, Freight
& Fabrication
                                (at Contractor Shop)
                            **(A)
                                =**Estimated Construction Cost excluding Prof. Const.
                                Labor, Freight &
                                Fabrication (at Contractor Shop)
                            **(F)
                                = A**x [*****#] (for the FE Vendor Approach) or;**(F)**=**A**x
                                [*****#] (for the Wrap Approach)Fabrication
                                (at Contractor Shop)
                            **(B)
                                =**Estimated Subproject Cost for Fabrication (at Contractor
                                Shop)
                            **(G)**= $0Freight
                            **(C)
                                =**Estimated Subproject Cost for Freight
                            **(H)**= $0Professional
                                Construction Labor Target (includes G&A)
                            **(D)
                                =**Estimated Subproject Cost for Professional Construction
                                Labor Target
                                (includes G&A)
                            **(I)
                                = D**x [*****#]**Total
                                Target Construction Cost/Fee**
                            **(E)
                                = A**+**B**+**C**+**D**
                            **(J)**=**F**+**G**+**H**+**I**Project
                                Month
                                ($000)**Cost
                                Category**
                            1
                            2
                            3
                            4
                            5
                            6
                            7
                            8
                            9
                            10
                            11
                            12
                            13
                            14
                            15
                            16
                            17
                            18
                            **Subproject
                                Total****I.   
                                Engineering, Professional Services, Materials, Fabricated
                                Items, and
                                Other****A.     
                                Professional Costs (Excluding G & A and Fee)**1.    
                                Engineering/Graphics Labor
                            **(K)**= Actual Engineering/Graphics Labor Cost for the
                                Month
                            **K**
                            **K**
                            **K**
                            **K**
                            **K**
                            **K**
                            **K**
                            **K**
                            **K**
                            **K**
                            **K**
                            **K**
                            **K**
                            **K**
                            **K**
                            **K**
                            **K**
                            Sum
                                of all Monthly**K**for
                                the Subproject2.    
                                Other Professional Labor
                            **(L)**=Actual
                                Other Professional Labor Cost for the Month
                            **L**
                            **L**
                            **L**
                            **L**
                            **L**
                            **L**
                            **L**
                            **L**
                            **L**
                            **L**
                            **L**
                            **L**
                            **L**
                            **L**
                            **L**
                            **L**
                            **L**
                            Sum
                                of all Monthly**L**for
                                the Subproject3.    
                                Professional Construction Labor
                            **(M)**=Actual
                                Professional Construction Labor Cost for the Month
                            **M**
                            **M**
                            **M**
                            **M**
                            **M**
                            **M**
                            **M**
                            **M**
                            **M**
                            **M**
                            **M**
                            **M**
                            **M**
                            **M**
                            **M**
                            **M**
                            **M**
                            Sum
                                of all Monthly**M**for
                                the Subproject4.    
                                Engineering Technology Charge (Home Office)
                            **(N)**=
                                (Actual
                                Engineering/Graphics Labor Hours + Other Professional
                                Labor Hours for the
                                Month) x 12.40
                            **N**
                            **N**
                            **N**
                            **N**
                            **N**
                            **N**
                            **N**
                            **N**
                            **N**
                            **N**
                            **N**
                            **N**
                            **N**
                            **N**
                            **N**
                            **N**
                            **N**
                            Sum
                                of all Monthly**N**for
                                the Subproject4a.  
                                Engineering Technology Charge (Prof. Const.)
                            **(O)**=Actual
                                Professional Construction Labor Hours for the Month
                                x
                                10.90
                            **O**
                            **O**
                            **O**
                            **O**
                            **O**
                            **O**
                            **O**
                            **O**
                            **O**
                            **O**
                            **O**
                            **O**
                            **O**
                            **O**
                            **O**
                            **O**
                            **O**
                            Sum
                                of all Monthly**O**for
                                the Subproject5.    
                                Engineering Subcontracts
                            **(P)**=Actual
                                Engineering Subcontracts Cost for the Month
                            **P**
                            **P**
                            **P**
                            **P**
                            **P**
                            **P**
                            **P**
                            **P**
                            **P**
                            **P**
                            **P**
                            **P**
                            **P**
                            **P**
                            **P**
                            **P**
                            **P**
                            Sum
                                of all Monthly**P**for
                                the Subproject6.    
                                Travel & Living Expenses
                            **(Q)**=Actual
                                Travel & Living Expenses Cost for the Month
                            **Q**
                            **Q**
                            **Q**
                            **Q**
                            **Q**
                            **Q**
                            **Q**
                            **Q**
                            **Q**
                            **Q**
                            **Q**
                            **Q**
                            **Q**
                            **Q**
                            **Q**
                            **Q**
                            **Q**
                            Sum
                                of all Monthly**Q**for
                                the Subproject**B.   
                                Materials, Equipment and Fabricated Items**1.    
                                Purchased Equipment and Materials
                            **(R)**=Actual
                                Purchased Equipment and Materials Cost for the Month
                            **R**
                            **R**
                            **R**
                            **R**
                            **R**
                            **R**
                            **R**
                            **R**
                            **R**
                            **R**
                            **R**
                            **R**
                            **R**
                            **R**
                            **R**
                            **R**
                            **R**
                            Sum
                                of all Monthly**R**for
                                the Subproject2.    
                                Fabrication (Non-AE/Constructor Shop)
                            **(S)**=Actual
                                Fabrication (Non-AE/Constructor Shop) Cost for the
                                Month
                            **S**
                            **S**
                            **S**
                            **S**
                            **S**
                            **S**
                            **S**
                            **S**
                            **S**
                            **S**
                            **S**
                            **S**
                            **S**
                            **S**
                            **S**
                            **S**
                            **S**
                            Sum
                                of all Monthly**S**for
                                the Subproject3.    
                                Fabrication (at AE/Constructor Shop)
                            **(T)**=ActualFabrication
                                (at AE/Constructor Shop) Cost for the Month
                            **T**
                            **T**
                            **T**
                            **T**
                            **T**
                            **T**
                            **T**
                            **T**
                            **T**
                            **T**
                            **T**
                            **T**
                            **T**
                            **T**
                            **T**
                            **T**
                            **T**
                            Sum
                                of all Monthly**T**for
                                the Subproject4.    
                                Freight
                            **(U)**=Actual
                                Freight Cost for the Month
                            **U**
                            **U**
                            **U**
                            **U**
                            **U**
                            **U**
                            **U**
                            **U**
                            **U**
                            **U**
                            **U**
                            **U**
                            **U**
                            **U**
                            **U**
                            **U**
                            **U**
                            Sum
                                of all Monthly**U**for
                                the Subproject**C.    Field
                                Construction**1.     
                                Craft Labor, Consumables, Major Equ. & Tools and Temporary
                                Facilities
                            **(V)**=Actual
                                Craft Labor, Consumables, Major Equ. & Tools and Temporary Facilities
                                Cost for the Month
                            **U**
                            **U**
                            **U**
                            **U**
                            **U**
                            **U**
                            **U**
                            **U**
                            **U**
                            **U**
                            **U**
                            **U**
                            **U**
                            **U**
                            **U**
                            **U**
                            **U**
                            Sum
                                of all Monthly**V**for
                                the Subproject2.     
                                Subcontractors
                            **(W)**=Actual
                                Subcontractors Cost for the Month
                            **W**
                            **W**
                            **W**
                            **W**
                            **W**
                            **W**
                            **W**
                            **W**
                            **W**
                            **W**
                            **W**
                            **W**
                            **W**
                            **W**
                            **W**
                            **W**
                            **W**
                            Sum
                                of all Monthly**W**for
                                the Subproject**Project
                                Status**Construction
                                Progress (Cumulative Percent Complete)
                            **(X)**=Percent
                                Project Complete shown in Bechtel 's Monthly Progress
                                Report
                            **X**
                            **X**
                            **X**
                            **X**
                            **X**
                            **X**
                            **X**
                            **X**
                            **X**
                            **X**
                            **X**
                            **X**
                            **X**
                            **X**
                            **X**
                            **X**
                            **X**Actual
                                Construction Cost
                            **(Y)**=**M**+**O**+**R**+**S**+**T**+**U**+**V**+**W**+**DD**
                            **Y**
                            **Y**
                            **Y**
                            **Y**
                            **Y**
                            **Y**
                            **Y**
                            **Y**
                            **Y**
                            **Y**
                            **Y**
                            **Y**
                            **Y**
                            **Y**
                            **Y**
                            **Y**
                            **Y**
                            Sum
                                of all Monthly**Y**for
                                the Subproject**II. 
                                Fee and G&A****A. 
                                Fee**1.      Unadjusted
                                Professional Cost Fee
                            **(Z)**=
                                [*****#]x (**K**+**L**+**CC**)
                            **Z**
                            **Z**
                            **Z**
                            **Z**
                            **Z**
                            **Z**
                            **Z**
                            **Z**
                            **Z**
                            **Z**
                            **Z**
                            **Z**
                            **Z**
                            **Z**
                            **Z**
                            **Z**
                            **Z**
                            Sum
                                of all Monthly**Z**for
                                the Subproject1a.    
                                Unadjusted Professional Construction Labor Fee
                            **(AA)
                                = I**x**X**
                            **AA**
                            **AA**
                            **AA**
                            **AA**
                            **AA**
                            **AA**
                            **AA**
                            **AA**
                            **AA**
                            **AA**
                            **AA**
                            **AA**
                            **AA**
                            **AA**
                            **AA**
                            **AA**
                            **AA**
                            Sum
                                of all Monthly**AA**for
                                the Subproject2.      Unadjusted
                                Target Construction Cost Fee
                            **(BB)**=**F**x**X**
                            **BB**
                            **BB**
                            **BB**
                            **BB**
                            **BB**
                            **BB**
                            **BB**
                            **BB**
                            **BB**
                            **BB**
                            **BB**
                            **BB**
                            **BB**
                            **BB**
                            **BB**
                            **BB**
                            **BB**
                            Sum
                                of all Monthly**BB**for
                                the Subproject**B. 
                                G & A**1.
                                G & A (Engineering/Graphics and Other Professional
                                Labor)
                            **(CC)**=
                                [*****#]x (K****+
                                L)
                            **CC**
                            **CC**
                            **CC**
                            **CC**
                            **CC**
                            **CC**
                            **CC**
                            **CC**
                            **CC**
                            **CC**
                            **CC**
                            **CC**
                            **CC**
                            **CC**
                            **CC**
                            **CC**
                            **CC**
                            Sum
                                of all Monthly**CC**for
                                the Subproject2.
                                G & A (Professional Construction Labor)
                            **(DD)**=
                                [*****#]x**M**
                            **DD**
                            **DD**
                            **DD**
                            **DD**
                            **DD**
                            **DD**
                            **DD**
                            **DD**
                            **DD**
                            **DD**
                            **DD**
                            **DD**
                            **DD**
                            **DD**
                            **DD**
                            **DD**
                            **DD**
                            Sum
                                of all Monthly**DD**for
                                the Subproject**C. 
                                Incentive**Engineering/Graphics
                                Labor and Other Professional Labor Fee Scorecard
                            **(EE)**=
                                Engineering & Planning Scorecard Results (Completed periodically
                                and
                                applied to the months since the last Scorecard results)
                            **EE**
                            **EE**
                            **EE**
                            **EE**
                            **EE**
                            **EE**
                            **EE**
                            **EE**
                            **EE**
                            **EE**
                            **EE**
                            **EE**
                            **EE**
                            **EE**
                            **EE**
                            **EE**
                            **EE**Professional
                                Construction Labor Fee Scorecard
                            **(FF)**=
                                Professional Construction Labor Scorecard Results
                                (Completed periodically
                                and applied to the months since the last Scorecard
                                results)
                            **FF**
                            **FF**
                            **FF**
                            **FF**
                            **FF**
                            **FF**
                            **FF**
                            **FF**
                            **FF**
                            **FF**
                            **FF**
                            **FF**
                            **FF**
                            **FF**
                            **FF**
                            **FF**
                            **FF**1.     
                                Professional Cost Fee Adjustment
                            **(GG)**=**(EE**-1)
                                x**Z**for each month to which the scorecard applies
                            **GG**
                            **GG**
                            **GG**
                            **GG**
                            **GG**
                            **GG**
                            **GG**
                            **GG**
                            **GG**
                            **GG**
                            **GG**
                            **GG**
                            **GG**
                            **GG**
                            **GG**
                            **GG**
                            **GG**
                            Sum
                                of all Monthly**GG**for
                                the Subproject1a.   
                                Adjusted Professional Cost Fee (Paid Fee)
                            **(HH)**=**Z**+**GG**
                            **HH**
                            **HH**
                            **HH**
                            **HH**
                            **HH**
                            **HH**
                            **HH**
                            **HH**
                            **HH**
                            **HH**
                            **HH**
                            **HH**
                            **HH**
                            **HH**
                            **HH**
                            **HH**
                            **HH**
                            Sum
                                of all Monthly**HH**for
                                the Subproject2.     
                                Professional Construction Labor Fee Adjustment
                            **(II)**=(**FF**-1)
                                x**AA**for each month to which the scorecard applies
                            **II**
                            **II**
                            **II**
                            **II**
                            **II**
                            **II**
                            **II**
                            **II**
                            **II**
                            **II**
                            **II**
                            **II**
                            **II**
                            **II**
                            **II**
                            **II**
                            **II**
                            Sum
                                of all Monthly**II**for
                                the Subproject2a.  
                                 Adjusted Professional Construction Labor
                                Fee (Paid
                                Fee)
                            **(JJ)
                                = AA**+**II**
                            **JJ**
                            **JJ**
                            **JJ**
                            **JJ**
                            **JJ**
                            **JJ**
                            **JJ**
                            **JJ**
                            **JJ**
                            **JJ**
                            **JJ**
                            **JJ**
                            **JJ**
                            **JJ**
                            **JJ**
                            **JJ**
                            **JJ**
                            Sum
                                of all Monthly**JJ**for
                                the SubprojectActual
                                Construction Cost %under(-)/%over(+) Target Construction
                                Cost
                            **(KK)
                                =**(Sum
                                of all monthly**Y**for the Subproject**- E**)**/
                                E**Construction
                                Cost Fee Adjustment
                            **(LL)**=
                                Adjustment from Applicable Column on Exhibit 5.1
                                (D), FEE TABLE based on**KK**Adjusted
                                Construction Cost Fee
                            **(MM)**=
                                Sum of all monthly**BB**for the Subproject +**LL****Earned
                                Fee**Professional
                                Cost Fee
                            **(NN)**=****Sum
                                of all monthly**HH**for
                                the SubprojectProfessional
                                Construction Labor Fee
                            **(OO)**=
                                Sum of all monthly**JJ**for
                                the SubprojectTarget
                                Construction Cost Fee
                            **(PP)
                                = MM**Total
                                Earned Fee
                            **(QQ)**=**NN**+**OO**+**PP**
   **NOTE:
                      See
                      Exhibit 5.1 - (B) for a detailed example of Payment Methodology
                      based on this
                      Exhibit 5.1 - 1 (A)**
     Page
                          1 of
                          1
 CONFIDENTIAL
                            TREATMENT REQUESTED
 *EXECUTION
                            COPY*
 **EXHIBIT
                            5.1-1(B)**
 PAYMENT
                  METHODOLOGY EXAMPLE (On a Subproject
                  basis)
 **Target
                                Construction Cost Estimate**
                            **TCC**
                            **Fixed
                                Fee**Target
                                Construction Cost (excluding Prof. Const. Labor)
                            [$*****]
                            [$*****]Fabrication
                                (at AE/Constructor Shop)
                            [$*****]
                            [$*****]Freight
                            [$*****]
                            [$*****]Professional
                                Construction Labor Target (includes G&A)
                            [$*****]
                            [$*****]**Total
                                Target Construction Cost/Fee**
                            [$*****]
                            [$*****]
 Project
                                Month ($000)**Cost
                                Category**
                            1
                            2
                            3
                            4
                            5
                            6
                            7
                            8
                            9
                            10
                            11
                            12
                            13
                            14
                            15
                            16
                            17
                            18
                            **Subproject
                                Total****I. 
                                Engineering, Professional Services, Materials, Fabricated
                                Items, and
                                Other****A.   
                                Professional Costs (Excluding G & A and Fee)**1.    
                                Engineering/Graphics Labor
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]2.    
                                Other Professional Labor
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]3.    
                                Professional Construction Labor
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]4.    
                                Engineering Technology Charge (Home Office)
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]4a.  
                                Engineering Technology Charge (Prof. Const.)
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]5.    
                                Engineering Subcontracts
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]6.    
                                Travel & Living Expenses
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]**B.   
                                Materials, Equipment and Fabricated Items**1.    
                                Purchased Equipment and Materials
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]2.    
                                Fabrication (Non-AE/Constructor Shop)
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]3.    
                                Fabrication (at AE/Constructor Shop)
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]4.    
                                Freight
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]**C.   
                                Field Construction**1.    
                                Craft Labor, Consumables, Major Equ. & Tools and Temporary
                                Facilities
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]2.    
                                Subcontractors
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]**Project
                                Status**Construction
                                Progress (Cumulative Percent Complete)
                            [*****%]
                            [*****%]
                            [*****%]
                            [*****%]
                            [*****%]
                            [*****%]
                            [*****%]
                            [*****%]
                            [*****%]
                            [*****%]
                            [*****%]
                            [*****%]
                            [*****%]
                            [*****%]
                            [*****%]
                            [*****%]
                            [*****%]
                            [*****%]Actual
                                Construction Cost
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]**II.
                                 Fee and G&A****A.   
                                Fee**1.    
                                Unadjusted Professional Cost Fee
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]1a.  
                                Unadjusted Professional Construction Labor Fee
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]2.    
                                Unadjusted Target Construction Cost Fee
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]**B.   
                                G & A**1.    
                                G & A (Engineering/Graphics and Other Professional
                                Labor)
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]2.    
                                G & A (Professional Construction Labor)
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]**C.   
                                Incentive**Engineering/Graphics
                                Labor and Other Professional Labor Fee Scorecard
                            [*****%]
                            [*****%]
                            [*****%]
                            [*****%]
                            [*****%]
                            [*****%]
                            [*****%]
                            [*****%]
                            [*****%]
                            [*****%]
                            [*****%]
                            [*****%]
                            [*****%]
                            [*****%]
                            [*****%]
                            [*****%]
                            [*****%]
                            [*****%]Professional
                                Construction Labor Fee Scorecard
                            [*****%]
                            [*****%]
                            [*****%]
                            [*****%]
                            [*****%]
                            [*****%]
                            [*****%]
                            [*****%]
                            [*****%]
                            [*****%]
                            [*****%]
                            [*****%]
                            [*****%]
                            [*****%]
                            [*****%]
                            [*****%]
                            [*****%]
                            [*****%]1.    
                                Professional Cost Fee Adjustment
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]1a.  
                                Adjusted Professional Cost Fee (Paid Fee)
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]2.    
                                Professional Construction Labor Fee Adjustment
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]2a.   Adjusted
                                Professional Construction Labor Fee (Paid Fee)
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]
                            [$*****]Actual
                                Construction Cost %under(-)/%over(+) Target Construction
                                Cost
                            [*****%]Construction
                                Cost Fee Adjustment
                            [$*****]Adjusted
                                Construction Cost Fee
                            [$*****]**Earned
                                Fee**Professional
                                Cost Fee
                            [$*****]Professional
                                Construction Labor Fee
                            [$*****]Target
                                Construction Cost Fee
                            [$*****]Total
                                Earned Fee
                            [$*****]
  Page
                1 of
                1
 CONFIDENTIAL
                    TREATMENT REQUESTED
 *EXECUTION
                        COPY*
 **EXHIBIT
                    5.1-2**
  SAMPLE
                      SCORECARDS
 **Scorecard
              -
              Assessed on a Subproject by Subproject Basis**
 **Engineering
            & Planning - PHASE 1**
 **POSSIBLE
                      FEE:**
                  **$******1**
 
 **Value**********%**
                  **Schedule**
                  
                  
                  
                  **All
                      Relationship Curves TBD****$********
                  ********%**
                  **Major
                      Milestones and Key Activities (Phase 1)
                      2**
                  ********%
                      Fee Criteria**
                  **Actual**
                  **Fee
                      Earned %**
                  **Fee
                      Earned $****Subproject
                      1 and Common**Unit
                      1 - 4
                      Conceptual Design Drawings Issued for FE Review
                  15-Jul-05
                      3
                  2
                      days
                      lateIssue
                      Units 1
                      - 4 Performance Specifcation for Quote
                  15-Jul-05
                  3
                      days
                      earlyUnit
                      1 - 4
                      Technical Bid Evaluation Issued
                  15-Jul-05
                  on
                      timeUnit
                      5
                      Conceptual Design Drawings Issued for FE Review
                  15-Jul-05
                  on
                      timeIssue
                      Unit 5
                      Performance Specification for Quote
                  15-Jul-05
                  2
                      days
                      earlyUnit
                      5
                      Technical Bid Evaluation Issued
                  15-Jul-05
                  6
                      days
                      late**Target
                      is on time**
                  **3
                      days late**
                  ********%
                      4**
                  **$******5**
  1
                    For
                        illustrative purposes only, we will use a potential fee for
                        the reporting
                        period of $******, to show how the actual fee is
                        calculated.
 2
                    These
                        are
                        representative milestones, as an example of Phase 1 deliverables.
                        Actual
                        critical milestones to be selected based on Engineering Phase
                        1
                        schedule.
 3
                    Actual
                        dates
                        established based upon Engineering Phase 1
                        schedule
 4
                    Fee
                        earned to
                        be calculated on a subproject basis, based on the cumultive
                        performance of
                        milestones within the subproject
 5
                    $******x
                        ******% x ******% = $******
        ********%**
                    **Schedule
                        Performance Index (SPI)****1**
                    ********%
                        Fee Criteria**
                    **Actual**
                    **Fee
                        Earned %**
                    **Fee
                        Earned $**Subproject
                        1
                        and Common
                    Target
                        is
                        ******
                    .******
                    ******%Overall
                    **Target
                        is ********
                    **.********
                    ********%****2**
                    **$**********Total
                        Schedule:**
                    **$**********3**
 
 1
                    SPI
                        is
                        calculated using the following formula: "Hours Scheduled
                        to be Earned"
                        divided by "Budget Hours Earned". A result less than 1 reflects
                        performance ahead of schedule. That is, you have earned more
                        schedule
                        hours than planned at the data
                        date.
 2
                    Fee
                        assessed
                        at subproject level for SPI. Another alternative would be
                        to assess fee on
                        a total project SPI.
 3
                    $******+
                        $******= $****** which would be the total fee for schedule
                        performance
 
      ********%**
                        **Project
                            Administration**
                        ********%
                            Fee Criteria**
                        **Actual**
                        **Fee
                            Earned %**
                        **Fee
                            Earned $****$********
                        ********%**
                        Communications**Responsiveness**
                        ******
                        **************%**
                        Project
                            Status Reporting
                        ******
                        **************%**
                        Problem
                            Resolution
                        ******
                        **************%**
                        Proper
                            Communication with Plant Personnel
                        ******
                        ******Overall
                        **Target
                            is ********
                        ************1**
 Information
                            provided by FirstEnergy via customer surveyResponsiveness
                            (Customer Survey)Based
                            on a
                            scale of:1:
                            Unsatisfactory (does not meet requirements)2:
                            Minimal
                            (meets some of the requirements)3:
                            Adequate
                            (meets most of the requirements)4:
                            Satisfactory (meets the requirements)5:
                            Outstanding (exceeds requirements)
 
 1
                      Scale
                          is
                          based on the scoring suggested to the left of this comment.
                          Actual
                          questions to be established during team building, based
                          on sample to be
                          provided by FirstEnergy.
         ********%**
                      **OEM
                          Oversight****$********
                      
                      **(Details
                          to be finalized during the Development Phase)**
                      **100%
                          Fee Criteria**
                      **Actual**
                      **Fee
                          Earned %**
                      **Fee
                          Earned $**
  
  **Note:
                Scorecards to be finalized during the Development Phase of the
                Project.**
    PAGE
                  1 OF
                  6
 *CONFIDENTIAL
                    TREATMENT REQUESTED*
 *EXECUTION
                    COPY*
 **EXHIBIT
                    5.1-2**
   SAMPLE
                          SCORECARDS
 **Scorecard
                  -
                  Assessed on a Subproject by Subproject Basis**
  **Phase
                        1 Quality Program Established**
                    *******%
                        Fee Criteria**
                    **Actual**
                    **Fee
                        Earned %**
                    **Fee
                        Earned $**Phase
                        1
                        Project Execution Plan Issued
                    15-Jul-05
                    1
                        days
                        late_________
                    _________
                    Project
                        Quality Plan Issued
                    15-Jul-05
                    3
                        days
                        earlyProject
                        Procedures Manual Issued
                    15-Jul-05
                    on
                        time********%**
                    **Quality**
                    Project
                        Engineering Prccedures Manual Issued1
                    15-Jul-05
                    on
                        time**$********
                    
                    Site
                        Interface Procedures Manual Issued
                    15-Jul-05
                    2
                        days
                        earlyCommunication
                        Plan Issued
                    15-Jul-05
                    6
                        days
                        lateLessons
                        Learned Plan Issued
                    15-Jul-05
                    on
                        timeProject
                        Automation Plan
                    16-Jul-05
                    on
                        time**Target
                        is on time**
                    **2
                        days late**
                    ********%****2**
                    **$********
 
 1
                    For
                        phase 1,
                        the quality portion of the fee to be established based on
                        the succesful
                        setup of the project's quality program. This involves creating
                        all of the
                        necessary procedures and plans that integrate with FirstEnergy
                        and Sammis
                        plant requirements and protocols, including establishment
                        of the
                        management information system plan.
 2
                    Fee
                        earned to
                        be calculated based on same basis as schedule milestones
                        above.
 
      
 **Phase
                        2 Quality Items**
                    ******%
                        Fee Criteria****1**
                    **Actual**
                    **Fee
                        Earned %**
                    **Fee
                        Earned $**Major
                        Technical Specifications
                    
                    ******%Single
                        Line
                        Diagrams
                    
                    ******%Piping
&
                        Instrumentation Diagrams
                    
                    ******%Piping
                        Isometric Drawings
                    
                    ******%Electrical
                        Raceway Drawings
                    
                    ******%Foundation
                        Drawings
                    
                    ******%Duct
                        Support
                        Steel Drawings
                    
                    ******%**Overall**
                    ********%
                        for Revs**
                    ********%****2**
                    
                    **$**********3**Information
                        provided by A - E Constructor
 
 1
                    An
                        example of
                        what could be used during the detailed engineering design
                        phase. Final
                        list of deliverables TBD.
 2
                    Yield
                        calculation is: (number of rev 1 or higher issued - number
                        issued due to
                        Engineering Error) / (number of rev 1 or higher issued).
                        This can be
                        calculated on a drawing type basis (e.g. the yield for single
                        line
                        drawings), or overall for drawings within the fee criterial.
                        It is
                        proposed it be calculated for fee purposes on an overall
                        basis.
 3
                    $******x
                        ******% x ******% = $******
         The
                        following
                        reason codes would be used to categorize reasons for drawing
                        revisions of
                        Revision 1 and higher. Only the first would impactthe
                        yield
                        calculation ("Significant Design Error or Deficiency")>
                        Significant Design Error or Deficiency (impacts design adequacy
                        or
                        contruction effort)>
                        Design
                        Development/Planned Revision>
                        Construction Request / Contruction Preference>
                        Supplier
                        Fabrication Error>
                        Supplier
                        Request>
                        Client
                        Request>
                        Approved
                        Scope Change>
                        Other
                        (Explain)
 
    ********%**
                    **Innovation**
                    **Phase
                        1 Innovation Items (Development Phase)****1**
                    **100%
                        Fee Criteria**
                    **Actual**
                    **Fee
                        Earned %**
                    **Fee
                        Earned $****$********
                    
                    **Score
                        Based on Survey Results**
 
 1
                    For
                        Phase 1,
                        it was agreed to include Innovation as one of the subjective
                        assessment
                        questions within the customer survey in lieu of specific
                        items.
 
  
 Note:
              Scorecards to
              be finalized during the Development Phase of the Project.
    PAGE
                  2 OF
                  6
 CONFIDENTIAL
                    TREATMENT REQUESTED
 *EXECUTION
                    COPY*
 **EXHIBIT
                    5.1-2**
   SAMPLE
                          SCORECARDS
 **Scorecard
                  -
                  Assessed on a Subproject by Subproject Basis**
 
 **Phase
                        2 Innovation Items (Post NTP)****1
                        2**
                    **100%
                        Fee Criteria**
                    **Actual**
                    **Fee
                        Earned %**
                    **Fee
                        Earned $**********%**
                    **Schedule**Reducd
                        Enginering Critical Path Activity durations********%**
                    **Modularization**Optimize
                        Shipping Configurations********%**
                    **Constructability**Underground
                        Interference Targets (of zero)********%**
                    **Six
                        Sigma**Improvement
                        in Supplier Drawing Review RateReduction
                        in
                        Engineering JobHoursOptimize
                        Material Handling Interfaces with multiple usersReduction
                        in
                        SubProject Cost from Estimate**Overall**
 
 1
                    To
                        be
                        established during Phase 1 based on stretch targets that
                        impact TCC and
                        schedule. Typical examples are
                        provided.
 2
                    The
                        specific
                        categories are less important than the actual fee item. For
                        instance,
                        Sigma can be used to help improve schedule, modularizatio,
                        or
                        constructability, as well as individual or overall cost components.
                        Specific items should be established based on stretch targets
                        set during
                        development of TCC and schedule.
        
 **Interpolate
              Between Values Where Appropriate**
 
 
  
 Note:
              Scorecards to
              be finalized during the Development Phase of the Project.
   PAGE
                  3 OF
                  6
 *CONFIDENTIAL
                            TREATMENT REQUESTED*
                          *EXECUTION
                            COPY*
                          **EXHIBIT
                            5.1 -2**
  SAMPLE
                          SCORECARDS
 **Scorecard
                  -
                  Assessed on a Subproject by Subproject Basis**
  The
                  comments below
                  were made to address the need for better schedule definitions.
                  Also the value of
                  each schedule item should be weighted differently as it relate
                  to the severity
                  of it impact to subproject completion.
 There
                  should be a
                  process to adjust the schedule as the work progresses. These adjustment
                  would
                  have to be jointly agreed to before the start of the activity.
 
 **Professional
                  Construction Labor**
 **POSSIBLE
                            FEE:**
                        **$**********1**
 
 **Value**
                        
                        
                        
                        
                        
                        **Activities
                            on Schedule**********%**
                        **Schedule**
                        **Major
                            Milestones and Key Activities****2**
                        **100%
                            Fee Criteria**
                        **Actual**
                        **Fee
                            Earned %**
                        **Fee
                            Earned $****$********
                        ********%**
                        **Subproject
                            1 and Common**Place
                            Srubber
                            Foundation
                        15-Jul-053
                        2
                            days
                            lateStart
                            Structural Steel Erection
                        15-Jul-05
                        3
                            days
                            earlyComplete
                            Vessel Erection
                        15-Jul-05
                        on
                            timeStart
                            Raceway
                            Installation
                        15-Jul-05
                        on
                            timeComplete
                            Gas
                            Path
                        15-Jul-05
                        2
                            days
                            earlyComplete
                            Fan
                            Modifications
                        15-Jul-05
                        6
                            days
                            lateComplete
                            Underground Ductbanks
                        15-Jul-05
                        on
                            timeSet
                            Up Off
                            Site Fabruication Yard
                        15-Jul-05
                        4
                            days
                            lateStart
                            Vessel
                            Ring Installation
                        15-Jul-05
                        2
                            days
                            lateInstall
                            DCS
                        15-Jul-05
                        3
                            days
                            earlyComplete
                            Stack
                        15-Jul-05
                        on
                            timeEnergize
                            5 KV
                            System
                        15-Jul-05
                        on
                            timeComplete
                            Fan
                            Mechanical Installation
                        15-Jul-05
                        1
                            day
                            early**Target
                            is on time**
                        **5
                            days late**
                        ********%**
                        **$**********4**
 
 1
                        For
                            illustrative purposes only, we will use a potential fee
                            for the reporting
                            period of $******, to show how the actual fee is
                            calculated.
 2
                        These
                            are
                            representative milestones, as an example of Phase 1 deliverables.
                            Actual
                            critical milestones to be selected based on Engineering
                            Phase 1
                            schedule.
 3
                        Actual
                            dates
                            established based upon Engineering Phase 1
                            schedule
 4
                        $******x
                            ******% x ******% = $******
      
 
 
 **$********
                        ********%**
                        **System
                            Turnover Performance**
                        **100%
                            Fee Criteria****1**
                        **Actual**
                        **Fee
                            Earned %**
                        **Fee
                            Earned $****2**Subproject
                            1
                        100%
                            Fee
                            equals Zero days variance. 150% Fee equals 20 days earlier
                            variance. 50%
                            Fee equals 20 days later variance.
                        5
                            Days
                            Ahead
                        ******%
                        **$**********Total**
 
 1
                        Fee
                            is based
                            on turning over subproject systems on time based on a
                            cumulative count of
                            days ahead or behind the scheduled turn over
                            date.
 2
                        $******x
                            ******% x ******% = $******
        
 **$********
                        ********%**
                        **Outage
                            Performance**
                        **100%
                            Fee Criteria****1**
                        **Actual**
                        **Fee
                            Earned %**
                        **Fee
                            Earned $****2**Subproject
                            1
                        Fee
                            equals
                            Zero days variance. 150% Fee equals 10 days earlier variance.
                            50% Fee
                            equals 10 days later variance.
                        5
                            Days
                            Ahead
                        ******%
                        **$********
 
 1
                        Fee
                            is based
                            on outage durations in subprojects based on a cumulative
                            count of days
                            ahead or behind the scheduled outage duration.
 2
                        $******x
                            ******% x ******% = $******
 
        
 **Note:
                  Scorecards to be finalized during the Development Phase of the
                  Project.**
   PAGE
                      4 OF
                      6
 CONFIDENTIAL
                        TREATMENT REQUESTED
 *EXECUTION
                        COPY*
 **EXHIBIT
                        5.1-2**
   SAMPLE
                            SCORECARDS
 **Scorecard
                    -
                    Assessed on a Subproject by Subproject Basis**
 ********%**
                      **Safety**
                      **Any
                          Fatality during any period will result in zero ($******)
                          FEE payment for
                          Safety for that
                          Subproject.**
 
 **(******%
                          of FEE)**
                      **(******%
                          of FEE)**
                      **(******%
                          of FEE)****$********
                      ********%**
                      **OSHA
                          Recordable Incident Rate**
                      **********
                      **********
                      **********
                      **Actual
                          Recordable**Calculated
                          using OSHA formula. This is on an**annual
                          basis**for the
                          duration of the project. Any lost Fee for an evaluation
                          period can be
                          recovered if the rate is reduced below the fee threshold
                          during a later
                          evaluation period. Fee is calculated on a sliding linear
                          scale.
 
 **$********
                      ********%**
                      **Lost
                          Work Day Case Rate**
                      **********
                      **********
                      **********
                      **Actual
                          LWD**Calculated
                          using OSHA formula. This is on an**annual
                          basis**for the
                          duration of the project. Any lost Fee for an evaluation
                          period can be
                          recovered if the rate is reduced below the fee threshold
                          during a later
                          evaluation period. Fee is calculated on a sliding linear
                          scale.
 
 **$********
                      ********%**
                      **Up
                          Stream Process Control**
                      **********
                      **********
                      **********
                      **Actual
                          Score**Calculated
                          using the percentage score of implementation of the attributes
                          of the
                          ES&H Core Processes from the Core Process CP-111 - Site Assessment
                          Scorecard for the period. A site assessment will be performed**on
                          an****annual
                          basis**or as agreed
                          to by First Energy and Bechtel.
 
 
 
 ********%**
                      **OEM
                          Oversight****$********
                      
                      **(Details
                          to be finalized during the Development Phase)**
                      **100%
                          Fee Criteria**
                      **Actual**
                      **Fee
                          Earned %**
                      **Fee
                          Earned $**
 
  
 **Note:
                Scorecards to be finalized during the Development Phase of the
                Project.**
    PAGE
                    5 OF
                    6
 CONFIDENTIAL
                      TREATMENT REQUIRED
 *EXECUTION
                      COPY*
 **EXHIBIT
                      5.1-2**
 SAMPLE
                          SCORECARDS
 **Scorecard
                  -
                  Assessed on a Subproject by Subproject Basis**
  ********%**
                        **Quality****$********
                        ********%**_________
                        
                        **(******%
                            of FEE)**
                        **(******%
                            of FEE)**
                        **(******%
                            of FEE)**
                        **Actual
                            Rate**
                        **Fee
                            Earned**********%**
                        Concrete
                            Cylinders Passing 28 Day Compression Test
                          Passing
                            Cylinders versus total 28 Day Cylinders
                        ********%
                            Passing**
                        ********%
                            Passing**
                        ********%
                            Passing**********%**
                        Structural
                            Steel Bolt Torque - Percentage of Bolts Torqued Correctly
                          Number
                            of
                            structural steel bolts required to be re-torqued versus
                            total
                            installed
                        ********%**
                        ********%**
                        ********%**********%**
                        Anchor
                            Bolt
                            Locations - Number of Bolts on Location based on as-built
                            surveys
                          Number
                            of
                            bolts reworked versus total bolts installed
                        ********%**
                        ********%**
                        ********%**_________
                        ********%**
                        **TBD**
                        **TBD**
                        **TBD**
                        **TBD**********%**
                        Correct
                            Electrical Terminations
                          Number
                            Terminations Re-Terminated during Loop Check versus Total
                            Electrical
                            Terminations Installed
                        ********%**
                        ********%**
                        ********%**
  Information
                          provided by A - E Constructor
  **(******%
                          of FEE)**
                      **(******%
                          of FEE)**
                      **(******%
                          of FEE)**
                      **Actual
                          Rate**
                      **Fee
                          Earned**_________
                      
                      **>**********%**
                      **>****%
                          and****<********%**
                      **<**********%**********%**
                      Percent
                          of
                          Rework based on the number of hours charged to rework cost
                          codes to
                          correct a completed installation. The measurement is the
                          manual rework
                          hours charged versus total manual hours charged to the
                          project. This is a
                          cumulative number for the duration of the**Sub**project.
                          Any
                          lost fee for an evaluation period can be recovered if the
                          number is
                          reduced below the fee threshold during a later evaluation
                          period.
  **Interpolate
                between values where appropriate.**
 ********%**
                        **Project
                            Administration**
                        **100%
                            Fee Criteria**
                        **Actual**
                        **Fee
                            Earned %**
                        **Fee
                            Earned $****$********
                        ********%**
                        Responsiveness
                            / Communications
                        ******
                        **************%**
                        Project
                            Reporting
                        ******
                        **************%**
                        Subcontract
                            Coordination;**Need
                            to discuss Plant Commun.**
                        ******
                        **************%**
                        Work
                            Sampling
                        ******
                        **************%**
                        Problem
                            Resolution
                        ******
                        ******Overall
                        **Target
                            is ********
                        ************1**
                        
                        **$********
 Information
                            provided by FirstEnergy via customer surveyProject
                            Administration (Customer Survey)Based
                            on a
                            scale of:1:
                            Unsatisfactory (does not meet requirements)2:
                            Minimal
                            (meets some of the requirements)3:
                            Adequate
                            (meets most of the requirements)4:Satisfactory
                            (meets requirements)5:
                            Outstanding (exceeds requirements)Information
                            provided by A - E Constructor
 
 1
                      Scale
                          is
                          based on the scoring suggested to the left of this comment.
                          Actual
                          questions to be established during team building, based
                          on sample to be
                          provided by FirstEnergy.
        ********%**
                        **Cashflow**
                        **Projected
                            semi-annually, based on Target Construction Cost**
                        **(******%
                            of FEE)**
                        **(******%
                            of FEE)**
                        **(******%
                            of FEE)**
                        **Actual
                            Rate**
                        **Fee
                            Earned****$********
                        
                        Price
                            establishment, on subproject basis.Accuracy
                            of
                            Cashflow Projection,**based
                            on all Subproject Costs**
                        **+/-
                            ******%**
                        **+/-
                            ******%**
                        **+/-
                            ******%**The
                            above
                            accuracy calculations are with respect to the previous
                            year's one year
                            forecast of cash flow.
  Note:
            Scorecards to be finalized during the Development Phase of the
            Project.
 PAGE
                6 OF
                6
 CONFIDENTIAL
                    TREATMENT REQUESTED
 *EXECUTION
                    COPY*
 **EXHIBIT
                    5.1-3**
  **FEE
            TABLE**
 
 **The
            Fee
            associated with the Target Construction Cost will be adjusted according
            to the
            table below:**
 
 Actual
              Cost  Wrap
              Arrangement
              Fee Adjustment  FE
              Vendor
              Arrangement Fee Adjustment
 (%
              of Target
              Construction Cost)  (%
              of Target
              Construction Cost)  (%
              of Target
              Construction Cost)
 [*****%]  [*****%]  [*****%]
 [*****%]  [*****%]  [*****%]
 [*****%]  [*****%]                                                                     
              [*****%]
 [*****%]  [*****%]  [*****%]
 [*****%]  [*****%]  [*****%]
 [*****%]  [*****%]  [*****%]
 [*****%]  [*****%] [*****%]
 [*****%]  [*****%] [*****%]
 [*****%] [*****%] [*****%]
 [*****%] [*****%] [*****%]
 [*****%] [*****%]  [*****%]
 [*****%] [*****%] [*****%]
 [*****%] [*****%] [*****%]
 [*****%] [*****%] [*****%]
 [*****%] [*****%] [*****%]
 Dead
              Band  [*****%] [*****%] [*****%]
 [*****%] [*****%] [*****%]
 [*****%] [*****%] [*****%]
 [*****%] [*****%] [*****%]
 [*****%] [*****%] [*****%]
 [*****%] [*****%] [*****%]
 [*****%] [*****%] [*****%]
 [*****%] [*****%] [*****%]
 [*****%] [*****%] [*****%]
 [*****%] [*****%] [*****%]
 [*****%] [*****%] [*****%]
 [*****%] [*****%] [*****%]
 [*****%] [*****%] [*****%]
 [*****%] [*****%] [*****%]
 [*****%] [*****%] [*****%]
 [*****%] [*****%] [*****%]
 
 
 
 
 **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.**
 
 
 
 Page
                  1 of
                  1
 CONFIDENTIAL
                      TREATMENT REQUESTED
 *EXECUTION
                          COPY*
 **EXHIBIT
                      5.1-4**
 **SAMPLE
                    INVOICES**
  FIRSTENERGY
                  SAMPLE
                  INVOICES SCHEDULES
 
 PAGE
                            #
                        
                        Explanation
                            of Schedules:0
                        
                        Made
                            up a
                            "Statement of Cost 0" for example purposes, so there
                            would be a
                            (over)/under to reflect on AFR604xxxA.1
                        
                        Invoices
                            ending with the letter "A" are reconciled to the prior
                            month. Any
                            over/under is adjusted on this invoice PLUS any bills
                            received in the
                            current month. This invoice requests *******% of the
                            forecast funds for
                            the following month . "A" invoices request funds by the
                            ******th of the
                            same month. In this "sample" invoice 25XXX-AFR604xxxA
                            is a cumulative
                            invoice for the first 9 invoices. The (Over)/Under recovery
                            is fromSTMT
                            of
                            Cost 0,
                            added this
                            issue, for example purposes. FEE has been separated for
                            forecast.2
                        
                        Invoices
                            ending with the letter "B" are the balance of the forecast
                            ******% of
                            future cost. "B" invoices request funds by the ******th
                            of the following
                            month. FEE has been separated for forecast.3A
                        
                        This
                            is a
                            Statement of Cost & is not a request for funds. This invoice trues up
                            actual cost with funds received on Invoices "A" and "B"
                            of $******,
                            reflecting the under-recovery of $****** on the A invoice.
                            This is an
                            invoice summarization of pages 3B, 3C, 3D, 3E, 3F & 3G.3B
                        
                        Summary
                            of
                            Direct & Indirect Expenses by category, and ties back to
                            3A.3C
                        
                        Summary
                            (Sample) of Professional Labor Abstract, support to 3B3D
                        
                        Summary
                            (Sample) of Professional Construction Labor Abstract,
                            support to
                            3B3E
                        
                        Summary
                            (Sample) of Specialist Labor Abstract, support to 3B3F
                        
                        Summary
                            (Sample) of Craft Labor Abstract, support to 3B3G
                        
                        Summary
                            (Sample) of Other Direct Cost Abstract, support to 3B4
                        
                        Invoices
                            ending with the letter "A" are reconciled to the prior
                            month. Any
                            over/under is adjusted on this invoice. This invoice
                            requests ******% of
                            the forecast funds for the following month . "A" invoices
                            request funds by
                            the ******th of the same month. In this "sample" invoice
                            25XXX-AFR605xxxA
                            is a cumulative invoice for the first 10 invoices. The
                            (Over)/Under
                            recovery of $******is on the A invoice.5
                        
                        Invoices
                            ending with the letter "B" are the balance of the forecast
                            ******% of
                            future cost. "B" invoices request funds by the ******th
                            of the following
                            month. This requests the remaining balance of forecast
                            cost for month 11
                            of $******.
 
  
 Example
                  shown on
                  all sheets is for "FE Vendor Arrangement"
 
  PAGE
                      1
 CONFIDENTIAL
                                  TREATMENT REQUESTED
                              *EXECUTION
                                COPY*
                              **EXHIBIT
                                5.1 -4**
  **BECHTEL
                    POWER CORPORATION**
 **5275
                  WESTVIEW DRIVE**
 **FREDERICK,
                  MD 21703**
 
 **NEW
                  THIS
                  ISSUE TO REFLECT "PREVIOUS MONTH" STMT OF COST** **(OVER)/UNDER
                  RECOVERY**
 
 **TO:**
                        FIRSTENERGY
                            GENERATION CORP.
 ATTN:
                  RAYMOND
                  REINHART
 76
                  SOUTH MAIN STREET
 AKRON,
                  OH
                  44308
   **INVOICE
                            NUMBER**
                        **DATE**
                        **JOB
                            NUMBER**
                        **CONTRACT**
                        **ACCOUNT****25XXX-XXXxxx**
                        **4/10/2006**
                        **25XXX**
                        **X**
 
 STATEMENT
                  OF COST
                  through **MARCH
                  2006** for the Sammis
                  Project.
 
 ***COST
                            DESCRIPTION***UNIT
                            RATE
                            LABOR, Engineering/Graphics Labor & other Professional
                            Labor
                        
                        $
                        ******UNIT
                            RATE
                            LABOR, Professional Construction Labor
                        
                        
                        ******UNIT
                            RATE
                            LABOR, Specialist
                        
                        
                        ******CRAFT
                            LABOR
                        
                        
                        ******MATERIALS
                            & OTHER COST
                        
                        
                        ********SUB-TOTAL
                            STATEMENT OF COST THROUGH MARCH 2006:**
                        
                        **$**
                        ************FEE:**
                        
                        
                        ********TOTAL
                            STATEMENT OF COST & FEE:**
                        
                        **$**
                        **********FUNDING
                            PREVIOUSLY RECEIVED, INVOICE AFR603XXXA&B:
                        
                        
                        ********(OVER)/UNDER
                            RECOVERY:**
                        
                        **$**
                        **********
   **THIS
                              IS A STATEMENT OF COST. DO NOT
                              PAY.**
 
  
 PAGE
                        0
 CONFIDENTIAL
                                TREATMENT REQUESTED*EXECUTION
                              COPY*
                            **EXHIBIT
                              5.1-4**
  **BECHTEL
                    POWER CORPORATION**
 **5275
                    WESTVIEW DRIVE**
 **FREDERICK,
                    MD 21703**
 
  **TO:**
                          FIRSTENERGY
                              GENERATION CORP.
                          
                          Please
                              wire
                              transfer to:ATTN:
                              RAYMOND
                              REINHART
                          
                          The
                              Bank of
                              New York76
                              SOUTH MAIN
                              STREET
                          
                          New
                              York,
                              NYAKRON,
                              OH
                              44308
                          
                          Account
                              #
                              ******ABA
                              #
                              ******Credit:
                              BECHTEL POWER CORPORATIONJob
                              Number:
                              ******INVOICE
                              #
                          25XXX-AFR604xxxA
 
 **INVOICE
                              NUMBER**
                          **DATE**
                          **JOB
                              NUMBER**
                          **CONTRACT**
                          **ACCOUNT****25XXX-AFR604xxxA**
                          **4/10/2006**
                          **25XXX**
                          **X**
                          **********
 
 Funds
                    request for
                    the Sammis Project.
 **Payment
                    due
                    by APRIL 25, 2006.**
 
 **Current
                              Month**FORECAST
                              FOR
                              ******% of MONTH #10 EXPENSES:
                          
                          $
                          ******FEE
                              FORECAST
                              ON HOME OFFICE:
                          
                          
                          ********TOTAL
                              AMOUNT DUE**
                          
                          **$**
                          **********(OVER)/UNDER
                              RECOVERY FROM**MARCH**STMT OF
                              COST:
                          
                          
                          ********TOTAL
                              AMOUNT DUE**
                          
                          **$**
                          **********
 
 **Inception
                              to Date**BALANCE
                              FORWARD INVOICES (MONTH 1 - 9)
                          
                          **$**
                          **XXX**BILLED
                              THIS
                              INVOICE
                          
                          
                          ******CUMULATIVE
                              INVOICED TO DATE:
                          
                          **$**
                          **XXX**
 
 *(***)*
                          *Value
                              is prior month's one through 9 activity, billed and
                              reconciled on prior
                              month's statement of cost.*
 
 
   PAGE
                        1
  *CONFIDENTIAL
                              TREATMENT REQUESTED*
                            EXECUTION
                              COPY
                            **EXHIBIT
                              5.1-4**
 **BECHTEL
                      POWER CORPORATION**
 **5275
                      WESTVIEW DRIVE**
 **FREDERICK,
                      MD 21703**
 
  **TO:**
                            FIRSTENERGY
                                GENERATION CORP.
                            
                            Please
                                wire
                                transfer to:ATTN:
                                RAYMOND
                                REINHART
                            
                            The
                                Bank of
                                New York76
                                SOUTH MAIN
                                STREET
                            
                            New
                                York,
                                NYAKRON,
                                OH
                                44308
                            
                            Account
                                #
                                ******ABA
                                #
                                ******Credit:
                                BECHTEL POWER CORPORATIONJob
                                Number:
                                ******INVOICE
                                #
                            25XXX-AFR604xxxB
 
 **INVOICE
                                NUMBER**
                            **DATE**
                            **JOB
                                NUMBER**
                            **CONTRACT**
                            **ACCOUNT****25XXX-AFR604xxxB**
                            **4/10/2006**
                            **25XXX**
                            **X**
                            **********
 
 Funds
                      request for
                      the Sammis Project.
 **Payment
                      due
                      by MAY 25, 2006.**
   FORECAST
                                FOR
                                ******% of MONTH #10 EXPENSES:
                            
                            $
                            ******FEE
                                FORECAST
                                ON HOME OFFICE:
                            
                            
                            ********TOTAL
                                AMOUNT DUE**
                            
                            **$**
                            **********
  **Inception
                                to Date**BALANCE
                                FORWARD INVOICES (MONTH 1 - 9)
                            
                            **$**
                            **XXX**BILLED
                                THIS
                                INVOICE
                            
                            
                            ******CUMULATIVE
                                INVOICED TO DATE:
                            
                            **$**
                            **XXX**
  PAGE
                        2
  CONFIDENTIAL
                              TREATMENT REQUESTED
                          *EXECUTION
                            COPY*
                          **EXHIBIT
                            5.1-4**
 **BECHTEL
                    POWER CORPORATION**
 **5275
                    WESTVIEW DRIVE**
 **FREDERICK,
                    MD 21703**
 
  **TO:**
                          FIRSTENERGY
                              GENERATION CORP.
 ATTN:
                    RAYMOND
                    REINHART
 76
                    SOUTH MAIN STREET
 AKRON,
                    OH
                    44308
 
 **INVOICE
                              NUMBER**
                          **DATE**
                          **JOB
                              NUMBER**
                          **CONTRACT**
                          **ACCOUNT****25XXX-XXXxxx**
                          **5/10/2006**
                          **25XXX**
                          **X**
 
 STATEMENT
                    OF COST
                    through **APRIL
                    2006** for the Sammis
                    Project.
 ***COST
                  DESCRIPTION***
 UNIT
                            RATE
                            LABOR, Engineering/Graphics Labor & other Professional
                            Labor
                        
                        $
                        ******UNIT
                            RATE
                            LABOR, Specialist
                        
                        
                        ******UNIT
                            RATE
                            LABOR, Professional Construction Labor
                        
                        
                        ******CRAFT
                            LABOR
                        
                        
                        ******MATERIALS
                            & OTHER COST
                        
                        
                        ********SUB-TOTAL
                            STATEMENT OF COST THROUGH APRIL 2006:**
                        
                        **$**
                        ************FEE:**
                        
                        
                        ********TOTAL
                            STATEMENT OF COST & FEE:**
                        
                        **$**
                        **********FUNDING
                            PREVIOUSLY RECEIVED, INVOICE AFR604XXXA&B:
                        
                        
                        ********(OVER)/UNDER
                            RECOVERY:**
                        
                        **$**
                        **********
 
 
 **THIS
                            IS A STATEMENT OF COST. DO NOT
                            PAY.**
 
 
   PAGE
                      3A
 CONFIDENTIAL
                          TREATMENT REQUESTED
 *EXECUTION COPY*
 **EXHIBIT
                        5.1-4**
   **SCHEDULE
                    OF
                    DIRECT & INDIRECT EXPENSES**
 
 OFFICE:
                          
                          1A
                          
                          SAMMIS
                              PROJECTCOMPANY:
                          
                          E8
                          
                          BECHTEL
                              POWER
                              CORPSECTION:
                          
                          0B
                          
                          
                          
                          INV
                              NO:
                          25XXX-XXXXXX
  **April,
                                2006****DESCRIPTION**
                            
                            **HOURS**
                            
                            **AMOUNT**
                            
                            **FEE**
                            
                            **TOTAL****ENGINEERING,
                                GRAPHICS, OTHER PROFESSIONAL AND SPECIALIST
                                LABOR**UNIT
                                RATE
                                LABOR, Engineering/Graphics Labor & other Professional
                                Labor
                            
                            
                            ******
                            
                            $
                            ******
                            
                            
                            
                            
                            $
                            ******G&A
                                @
                                ******% for Home office cost:
                            
                            
                            
                            
                            
                            ******
                            
                            
                            
                            
                            
                            ******Fee
                                on
                                Engineering Labor and G&A @ ******%:
                            
                            
                            
                            
                            
                            
                            
                            
                            ******
                            
                            
                            ************
                            
                            
                            
                            
                            
                            ********$**
                            **********
                            
                            **$**
                            **********
                            
                            **$**
                            **********UNIT
                                RATE
                                LABOR, Specialist
                            
                            
                            ******
                            
                            $
                            ******
                            
                            
                            
                            
                            $
                            ******G&A
                                @
                                ******% for Home office cost
                            
                            
                            
                            
                            
                            ******
                            
                            
                            
                            
                            
                            ******Fee
                                on
                                Specialist Labor and G&A @ ******%:
                            
                            
                            
                            
                            
                            
                            
                            
                            ******
                            
                            
                            ******Engineering
                                Technology Charge @ $******/ hr.
                            
                            
                            
                            
                            
                            ******
                            
                            
                            
                            
                            
                            ********$**
                            **********
                            
                            **$**
                            **********
                            
                            **$**
                            ************SUB-TOTAL
                                PROFESSIONAL COST LABOR AND FEE**
                            
                            
                            ******
                            
                            **$**
                            **********
                            
                            **$**
                            **********
                            
                            **$**
                            **********
 
 **PERCENT
                                COMPLETE**
                            
                            **HOURS**
                            
                            **AMOUNT**
                            
                            **FEE****TARGET
                                CONSTRUCTION COST**UNIT
                                RATE
                                LABOR, Professional Construction Labor
                            
                            
                            
                            
                            
                            
                            
                            
                            ******
                            
                            $
                            ******G&A
                                @
                                ******% for Field NonManual cost:
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            ******Engineering
                                Technology Charge @ $******/ hr.
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            ********$**
                            ******CRAFT
                                LABOR
                            
                            
                            
                            
                            
                            
                            
                            
                            ******
                            
                            **$**
                            ******TRAVEL
                                ORDINARY BUSINESS
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            $
                            ******SUBCONTRACTS
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            ******MATERIALS
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            ******FREIGHT
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            ******ENGINEERING
                                SUBCONTRACT
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            ******EQUIPMENT
                                RENTAL
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            ********MATERIALS
                                & OTHER COST**
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            **$**
                            ********SUB-TOTAL
                                BECHTEL TARGET CONSTRUCTION COSTS**
                            
                            
                            
                            
                            
                            
                            
                            
                            **********
                            
                            **$**
                            ********TARGET
                                CONSTRUCTION COST**
                            
                            *$*
                            ********TCC
                                FEE**
                            
                            *$*
                            ******
                            
                            
                            ******
                            %
                            
                            
                            
                            
                            
                            
                            **$**
                            ********TOTAL
                                BECHTEL COSTS AND TAX ( WITH FEE):**
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            **$**
                            ******
 
 **TOTAL
                                APRIL, 20056**
                            
                            
                            
                            
                            **$**
                            **********
                            
                            **$**
                            **********
                            
                            **$**
                            ************TCC
                                FEE TO DATE*****FEE
                                @ $*********Prior
                                Invoices
                            
                            
                            ******
                            %
                            
                            
                            
                            $
                            ******Current
                                Invoice (April 2006)
                            
                            
                            ******
                            %
                            
                            
                            
                            $
                            ******Cumulative
                            
                            
                            ******
                            %
                            
                            
                            
                            $
                            ******
 PAGE
                              3B
 CONFIDENTIAL
                                          TREATMENT REQUESTED
                                      *EXECUTION
                                        COPY*
                                      **EXHIBIT
                                        5.1-4**
  **FirstEnergy
                        - Job 25xxx**
 **Engineering,
                        Graphics and Other Professiional Labor**
 **P/E
                        04/24/06**
 
 Org
                                  Code
                              
                              Employee
                                  Number
                              
                              Name
                              
                              SubJob
                              
                              Cost
                                  Code
                              
                              Activity
                              
                              ST
                                  Hours
                              
                              OT
                                  Hours
                              
                              Grade
                              
                              ST
                                  Rate
                              
                              OT
                                  Rate
                              
                              DollarsCNC-XXXX
                              
                              
                              111111
                              
                              Employee
                              
                              
                              XXX
                              
                              
                              
                              
                              
                              
                              
                              
                              160
                              
                              
                              
                              
                              
                              21
                              
                              $
                              ******
                              
                              
                              
                              
                              $
                              ******CNC-XXXX
                              
                              
                              111112
                              
                              Employee
                              
                              
                              XXX
                              
                              
                              
                              
                              
                              
                              
                              
                              160
                              
                              
                              
                              
                              
                              21
                              
                              $
                              ******
                              
                              
                              
                              
                              $
                              ******CNC-XXXX
                              
                              
                              111113
                              
                              Employee
                              
                              
                              XXX
                              
                              
                              
                              
                              
                              
                              
                              
                              160
                              
                              
                              
                              
                              
                              22
                              
                              $
                              ******
                              
                              
                              
                              
                              $
                              ******CNC-XXXX
                              
                              
                              111114
                              
                              Employee
                              
                              
                              XXX
                              
                              
                              
                              
                              
                              
                              
                              
                              160
                              
                              
                              
                              
                              
                              22
                              
                              $
                              ******
                              
                              
                              
                              
                              $
                              ******CNC-XXXX
                              
                              
                              111115
                              
                              Employee
                              
                              
                              XXX
                              
                              
                              
                              
                              
                              
                              
                              
                              160
                              
                              
                              
                              
                              
                              23
                              
                              $
                              ******
                              
                              
                              
                              
                              $
                              ******CNC-XXXX
                              
                              
                              111116
                              
                              Employee
                              
                              
                              XXX
                              
                              
                              
                              
                              
                              
                              
                              
                              160
                              
                              
                              
                              
                              
                              23
                              
                              $
                              ******
                              
                              
                              
                              
                              $
                              ******CNC-XXXX
                              
                              
                              111117
                              
                              Employee
                              
                              
                              XXX
                              
                              
                              
                              
                              
                              
                              
                              
                              160
                              
                              
                              20
                              
                              
                              24
                              
                              $
                              ******
                              
                              $
                              ******
                              
                              $
                              ******CNC-XXXX
                              
                              
                              111118
                              
                              Employee
                              
                              
                              XXX
                              
                              
                              
                              
                              
                              
                              
                              
                              160
                              
                              
                              
                              
                              
                              24
                              
                              $
                              ******
                              
                              
                              
                              
                              $
                              ******CNC-XXXX
                              
                              
                              111119
                              
                              Employee
                              
                              
                              XXX
                              
                              
                              
                              
                              
                              
                              
                              
                              160
                              
                              
                              
                              
                              
                              24
                              
                              $
                              ******
                              
                              
                              
                              
                              $
                              ******CNC-XXXX
                              
                              
                              111120
                              
                              Employee
                              
                              
                              XXX
                              
                              
                              
                              
                              
                              
                              
                              
                              160
                              
                              
                              
                              
                              
                              24
                              
                              $
                              ******
                              
                              
                              
                              
                              $
                              ******CNC-XXXX
                              
                              
                              111121
                              
                              Employee
                              
                              
                              XXX
                              
                              
                              
                              
                              
                              
                              
                              
                              160
                              
                              
                              20
                              
                              
                              25
                              
                              $
                              ******
                              
                              $
                              ******
                              
                              $
                              ******CNC-XXXX
                              
                              
                              111122
                              
                              Employee
                              
                              
                              XXX
                              
                              
                              
                              
                              
                              
                              
                              
                              160
                              
                              
                              
                              
                              
                              25
                              
                              $
                              ******
                              
                              
                              
                              
                              $
                              ******CNC-XXXX
                              
                              
                              111123
                              
                              Employee
                              
                              
                              XXX
                              
                              
                              
                              
                              
                              
                              
                              
                              160
                              
                              
                              
                              
                              
                              25
                              
                              $
                              ******
                              
                              
                              
                              
                              $
                              ******CNC-XXXX
                              
                              
                              111124
                              
                              Employee
                              
                              
                              XXX
                              
                              
                              
                              
                              
                              
                              
                              
                              160
                              
                              
                              
                              
                              
                              25
                              
                              $
                              ******
                              
                              
                              
                              
                              $
                              ******CNC-XXXX
                              
                              
                              111125
                              
                              Employee
                              
                              
                              XXX
                              
                              
                              
                              
                              
                              
                              
                              
                              160
                              
                              
                              
                              
                              
                              25
                              
                              $
                              ******
                              
                              
                              
                              
                              $
                              ******CNC-XXXX
                              
                              
                              111126
                              
                              Employee
                              
                              
                              XXX
                              
                              
                              
                              
                              
                              
                              
                              
                              160
                              
                              
                              40
                              
                              
                              26
                              
                              $
                              ******
                              
                              $
                              ******
                              
                              $
                              ******CNC-XXXX
                              
                              
                              111127
                              
                              Employee
                              
                              
                              XXX
                              
                              
                              
                              
                              
                              
                              
                              
                              160
                              
                              
                              
                              
                              
                              26
                              
                              $
                              ******
                              
                              
                              
                              
                              $
                              ******CNC-XXXX
                              
                              
                              111128
                              
                              Employee
                              
                              
                              XXX
                              
                              
                              
                              
                              
                              
                              
                              
                              160
                              
                              
                              
                              
                              
                              26
                              
                              $
                              ******
                              
                              
                              
                              
                              $
                              ******CNC-XXXX
                              
                              
                              111129
                              
                              Employee
                              
                              
                              XXX
                              
                              
                              
                              
                              
                              
                              
                              
                              160
                              
                              
                              
                              
                              
                              26
                              
                              $
                              ******
                              
                              
                              
                              
                              $
                              ******CNC-XXXX
                              
                              
                              111130
                              
                              Employee
                              
                              
                              XXX
                              
                              
                              
                              
                              
                              
                              
                              
                              160
                              
                              
                              
                              
                              
                              27
                              
                              $
                              ******
                              
                              
                              
                              
                              $
                              ******CNC-XXXX
                              
                              
                              111131
                              
                              Employee
                              
                              
                              XXX
                              
                              
                              
                              
                              
                              
                              
                              
                              160
                              
                              
                              
                              
                              
                              27
                              
                              $
                              ******
                              
                              
                              
                              
                              $
                              ******CNC-XXXX
                              
                              
                              111132
                              
                              Employee
                              
                              
                              XXX
                              
                              
                              
                              
                              
                              
                              
                              
                              160
                              
                              
                              
                              
                              
                              27
                              
                              $
                              ******
                              
                              
                              
                              
                              $
                              ******CNC-XXXX
                              
                              
                              111133
                              
                              Employee
                              
                              
                              XXX
                              
                              
                              
                              
                              
                              
                              
                              
                              160
                              
                              
                              
                              
                              
                              28
                              
                              $
                              ******
                              
                              
                              
                              
                              $
                              ******CNC-XXXX
                              
                              
                              111134
                              
                              Employee
                              
                              
                              XXX
                              
                              
                              
                              
                              
                              
                              
                              
                              160
                              
                              
                              
                              
                              
                              28
                              
                              $
                              ******
                              
                              
                              
                              
                              $
                              ******CNC-XXXX
                              
                              
                              111135
                              
                              Employee
                              
                              
                              XXX
                              
                              
                              
                              
                              
                              
                              
                              
                              160
                              
                              
                              
                              
                              
                              28
                              
                              $
                              ******
                              
                              
                              
                              
                              $
                              ******CNC-XXXX
                              
                              
                              111136
                              
                              Employee
                              
                              
                              XXX
                              
                              
                              
                              
                              
                              
                              
                              
                              160
                              
                              
                              
                              
                              
                              29
                              
                              $
                              ******
                              
                              
                              
                              
                              $
                              ******CNC-XXXX
                              
                              
                              111137
                              
                              Employee
                              
                              
                              XXX
                              
                              
                              
                              
                              
                              
                              
                              
                              160
                              
                              
                              
                              
                              
                              29
                              
                              $
                              ******
                              
                              
                              
                              
                              $
                              ******
 **SUBTOTAL
                                LABOR**
                            
                            
                            4,320
                            
                            
                            80
                            
                            $
                            ******G&A
                                @
                                ******% for Home Office Labor Cost
                            
                            
                            
                            
                            
                            
                            
                            
                            ********SUBTOTALS**
                            
                            
                            
                            
                            
                            
                            
                            $
                            ******Fee
                                on
                                Engineering @ ******% (Labor and G&A)
                            
                            
                            
                            
                            
                            
                            
                            
                            ******Engineering
                                Technology Charge @ $******/Hour
                            
                            
                            
                            
                            ********TOTALS**
                            
                            
                            
                            
                            
                            
                            
                            **$**
                            **********
  
   PAGE
                      3C
 CONFIDENTIAL
                        TREATMENT REQUESTED
 *EXECUTION
                        COPY*
 **EXHIBIT
                        5.1-4**
   **FirstEnergy
                    - Job 25xxx**
 **Professional
                    Construction Labor**
 **P/E
                    04/25/06**
  Org
                              Code
                          
                          Employee
                              Number
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          OT
                              Rate
                          
                          DollarsCNC-XXXX
                          
                          
                          111138
                          
                          Employee
                          
                          
                          XXX
                          
                          
                          160
                          
                          
                          Letter
                          
                          $
                          ******
                          
                          
                          
                          
                          $
                          ******CNC-XXXX
                          
                          
                          111139
                          
                          Employee
                          
                          
                          XXX
                          
                          
                          160
                          
                          
                          21
                          
                          $
                          ******
                          
                          
                          
                          
                          $
                          ******CNC-XXXX
                          
                          
                          111140
                          
                          Employee
                          
                          
                          XXX
                          
                          
                          160
                          
                          
                          22
                          
                          $
                          ******
                          
                          
                          
                          
                          $
                          ******CNC-XXXX
                          
                          
                          111141
                          
                          Employee
                          
                          
                          XXX
                          
                          
                          160
                          
                          
                          22
                          
                          $
                          ******
                          
                          
                          
                          
                          $
                          ******CNC-XXXX
                          
                          
                          111142
                          
                          Employee
                          
                          
                          XXX
                          
                          
                          160
                          
                          
                          23
                          
                          $
                          ******
                          
                          
                          
                          
                          $
                          ******CNC-XXXX
                          
                          
                          111143
                          
                          Employee
                          
                          
                          XXX
                          
                          
                          160
                          
                          
                          23
                          
                          $
                          ******
                          
                          
                          
                          
                          $
                          ******CNC-XXXX
                          
                          
                          111144
                          
                          Employee
                          
                          
                          XXX
                          
                          
                          160
                          
                          
                          24
                          
                          $
                          ******
                          
                          
                          
                          
                          $
                          ******CNC-XXXX
                          
                          
                          111145
                          
                          Employee
                          
                          
                          XXX
                          
                          
                          160
                          
                          
                          24
                          
                          $
                          ******
                          
                          
                          
                          
                          $
                          ******CNC-XXXX
                          
                          
                          111146
                          
                          Employee
                          
                          
                          XXX
                          
                          
                          160
                          
                          
                          25
                          
                          $
                          ******
                          
                          
                          
                          
                          $
                          ******CNC-XXXX
                          
                          
                          111147
                          
                          Employee
                          
                          
                          XXX
                          
                          
                          160
                          
                          
                          25
                          
                          $
                          ******
                          
                          
                          
                          
                          $
                          ******CNC-XXXX
                          
                          
                          111148
                          
                          Employee
                          
                          
                          XXX
                          
                          
                          160
                          
                          
                          25
                          
                          $
                          ******
                          
                          
                          
                          
                          $
                          ******CNC-XXXX
                          
                          
                          111149
                          
                          Employee
                          
                          
                          XXX
                          
                          
                          160
                          
                          
                          26
                          
                          $
                          ******
                          
                          
                          
                          
                          $
                          ******CNC-XXXX
                          
                          
                          111150
                          
                          Employee
                          
                          
                          XXX
                          
                          
                          160
                          
                          
                          26
                          
                          $
                          ******
                          
                          
                          
                          
                          $
                          ******CNC-XXXX
                          
                          
                          111151
                          
                          Employee
                          
                          
                          XXX
                          
                          
                          160
                          
                          
                          26
                          
                          $
                          ******
                          
                          
                          
                          
                          $
                          ******CNC-XXXX
                          
                          
                          111152
                          
                          Employee
                          
                          
                          XXX
                          
                          
                          160
                          
                          
                          27
                          
                          $
                          ******
                          
                          
                          
                          
                          $
                          ******CNC-XXXX
                          
                          
                          111153
                          
                          Employee
                          
                          
                          XXX
                          
                          
                          160
                          
                          
                          27
                          
                          $
                          ******
                          
                          
                          
                          
                          $
                          ******CNC-XXXX
                          
                          
                          111154
                          
                          Employee
                          
                          
                          XXX
                          
                          
                          160
                          
                          
                          28
                          
                          $
                          ******
                          
                          
                          
                          
                          $
                          ******CNC-XXXX
                          
                          
                          111155
                          
                          Employee
                          
                          
                          XXX
                          
                          
                          160
                          
                          
                          28
                          
                          $
                          ******
                          
                          
                          
                          
                          $
                          ******CNC-XXXX
                          
                          
                          111156
                          
                          Employee
                          
                          
                          XXX
                          
                          
                          160
                          
                          
                          29
                          
                          $
                          ******
                          
                          
                          
                          
                          $
                          ********SUBTOTALS**
                          
                          3,040
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          $
                          ******G&A
                              @
                              ******% for Professional Construction Labor Cost
                          
                          
                          
                          
                          ********SUBTOTALS**
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          $
                          ******Engineering
                              Technology Charge @ $******/Hour
                          
                          
                          
                          
                          ********$**
                          **********
 PAGE
                        3D
 CONFIDENTIAL
                            TREATMENT REQUESTED
 *EXECUTION
                          COPY*
 **EXHIBIT
                          5.1-4**
  Org
                                Code
                            
                            Employee
                                Number
                            
                            Name
                            
                            SubJob
                            
                            Cost
                                Code
                            
                            Activity
                            
                            ST
                                Hours
                            
                            OT
                                Hours
                            
                            Grade
                            
                            ST
                                Rate
                            
                            OT
                                Rate
                            
                            DollarsCNC-XXXX
                            
                            
                            111157
                            
                            Employee
                            
                            
                            XXX
                            
                            
                            
                            
                            
                            
                            
                            
                            160
                            
                            
                            
                            
                            
                            27
                            
                            $
                            ******
                            
                            
                            
                            
                            $
                            ******CNC-XXXX
                            
                            
                            111158
                            
                            Employee
                            
                            
                            XXX
                            
                            
                            
                            
                            
                            
                            
                            
                            160
                            
                            
                            
                            
                            
                            28
                            
                            $
                            ******
                            
                            
                            
                            
                            $
                            ******CNC-XXXX
                            
                            
                            111159
                            
                            Employee
                            
                            
                            XXX
                            
                            
                            
                            
                            
                            
                            
                            
                            160
                            
                            
                            
                            
                            
                            29
                            
                            $
                            ******
                            
                            
                            
                            
                            $
                            ********SUBTOTAL**
                            
                            
                            480
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            $
                            ******G&A
                                @
                                ******% for Specialist Labor
                                Cost
                            
                            
                            
                            
                            
                            
                            
                            
                            ********SUBTOTALS**
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            $
                            ******Fee
                                on
                                Specialist @ ******% (Labor and
                                G&A)
                            
                            
                            
                            
                            
                            
                            
                            
                            ******Engineering
                                Technology Charge @
                                $******/Hour
                            
                            
                            
                            
                            
                            
                            
                            
                            ********TOTALS**
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            **$**
                            **********
   PAGE
                      3E
 CONFIDENTIAL
                          TREATMENT REQUESTED
 *EXECUTION
                        COPY*
 **EXHIBIT
                        5.1-4**
   **CRAFT
                          LABOR**
 **BECHTEL
                    POWER CORPORATION**
 **CRAFT
                    LABOR**
  Pay
                              ID
                              KeyST
                              = Straight
                              TimeOT
                              =
                              OvertimeDT
                              = Double
                              TimeMM
                              = Meal
                              AllowanceJU
                              = Jury
                              Duty
 Job
                          25XXX-XXXWeek
                              Ending
                          4/24/2006WBS
                              Code
                          (All)
 **Craft
                                  Description**
                              
                              **Pay
                                  ID**
                              
                              **Shift**
                              
                              **Hours**
                              
                              **Bare
                                  Labor**
                              
                              **Employer
                                  Fringes**
                              
                              **Insurance
                                  & Taxes**
                              
                              **Total
                                  Dollars****BOILERMAKERS**
                              
                              
                              
                              
                              
                              **5,000.0**
                              
                              ******
                              
                              ******
                              
                              ******
                              
                              ******@
                                  $******/hr
                              
                              
                              ST
                              
                              
                              1
                              
                              
                              5,000.0
                              
                              
                              ******
                              
                              
                              ******
                              
                              
                              ******
                              
                              
                              ******OT
                              
                              
                              1
                              
                              
                              -
                              
                              
                              -
                              
                              
                              -
                              
                              
                              -
                              
                              
                              -DT
                              
                              
                              1
                              
                              
                              -
                              
                              
                              -
                              
                              
                              -
                              
                              
                              -
                              
                              
                              -**PIPEFITTER**
                              
                              
                              
                              
                              
                              
                              
                              
                              **5,000.0**
                              
                              
                              ******
                              
                              
                              ******
                              
                              
                              ******
                              
                              
                              ******@
                                  ******/hr
                              
                              
                              ST
                              
                              
                              1
                              
                              
                              5,000.0
                              
                              
                              ******
                              
                              
                              ******
                              
                              
                              ******
                              
                              
                              ******OT
                              
                              
                              1
                              
                              
                              -
                              
                              
                              -
                              
                              
                              -
                              
                              
                              -
                              
                              
                              -DT
                              
                              
                              1
                              
                              
                              -
                              
                              
                              -
                              
                              
                              -
                              
                              
                              -
                              
                              
                              -**ELECTRICIANS**
                              
                              
                              
                              
                              
                              
                              
                              
                              **5,000.0**
                              
                              
                              ******
                              
                              
                              ******
                              
                              
                              ******
                              
                              
                              ******@
                                  ******/hr
                              
                              
                              ST
                              
                              
                              1
                              
                              
                              5,000.0
                              
                              
                              ******
                              
                              
                              ******
                              
                              
                              ******
                              
                              
                              ******OT
                              
                              
                              1
                              
                              
                              -
                              
                              
                              -
                              
                              
                              -
                              
                              
                              -
                              
                              
                              -DT
                              
                              
                              1
                              
                              
                              -
                              
                              
                              -
                              
                              
                              -
                              
                              
                              -
                              
                              
                              -**Total
                                  Craft**
                              
                              
                              
                              
                              
                              
                              
                              
                              **15,000.0**
                              
                              
                              ******
                              
                              
                              ******
                              
                              
                              ******
                              
                              **$**
                              ******Overhead
                                  (Rate is $******/hour, not a percentage)
                              
                              ******Small
                                  Tools @
                                  $******/hour
                              
                              
                              
                              
                              
                              
                              
                              ******Consumables
                                  @
                                  $******/hour
                              
                              
                              
                              
                              ********SUBTOTAL**
                              
                              
                              
                              
                              
                              
                              **$**
                              ********TOTALS**
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              ******
    PAGE
                      3F
 CONFIDENTIAL
                          TREATMENT REQUESTED
 *EXECUTION
                        COPY*
 **EXHIBIT
                        5.1-4**
   **DETAIL
                      SCHEDULE OF CHARGES**
 **OTHER
                        DIRECT COSTS**
 
 OFFICE:
                              1ACOMPANY:
                              E8
                              
                              JOB-SUB:
                              25XXX-XXXREGION:
                              CN
                              
                              INV
                                  NO:
                              XXXXX-XXXXXXSECTION:
                              0B
  SOURCE
                          
                          MONTH
                          
                          SOURCE
                          
                          PERFORM
                          
                          NATREFERENCE
                          
                          CYCLE
                          
                          DATE
                          
                          OFC
                          
                          CO
                          
                          REG
                          
                          CLS
                          
                          DESCRIPTION
                          
                          COST049591852
                              008430568
                          
                          
                          0402
                          
                          
                          4/4/2005
                          
                          
                          1W
                          
                          
                          E8
                          
                          
                          8N
                          
                          
                          660
                          
                          TRAVEL,
                            EMPLOYEE 1
                          
                          $
                          ******049591853
                              008430569
                          
                          
                          0402
                          
                          
                          4/8/2005
                          
                          
                          1W
                          
                          
                          E8
                          
                          
                          8N
                          
                          
                          830
                          
                          CONSTRUCTION
                            SUBCONTRACTOR
                          
                          
                          ******049591852
                              008430569
                          
                          
                          0402
                          
                          
                          4/6/2005
                          
                          
                          1W
                          
                          
                          E8
                          
                          
                          8N
                          
                          
                          310
                          
                          CONSTRUCTION
                            MATERIALS & SUPPLIES
                          
                          
                          ******049591853
                              008430570
                          
                          
                          0402
                          
                          
                          4/15/2005
                          
                          
                          1W
                          
                          
                          E8
                          
                          
                          8N
                          
                          
                          321
                          
                          FREIGHT
                            FORWARDING SERVICES
                          
                          
                          ******049591853
                              008430571
                          
                          
                          0402
                          
                          
                          4/26/2005
                          
                          
                          1W
                          
                          
                          E8
                          
                          
                          8N
                          
                          
                          870
                          
                          ENGINEERING
                            SUBCONTRACT
                          
                          
                          ******049591852
                              008430570
                          
                          
                          0402
                          
                          
                          4/28/2005
                          
                          
                          1W
                          
                          
                          E8
                          
                          
                          8N
                          
                          
                          422
                          
                          AUTOMOTIVE
                            & CONSTRUCTION EQUIPMENT
                          
                          
                          ******Truck,
                              Pickup, 1/2 ton 4x2 GAS @ $******Dump
                              Truck,
                              13/15 CY Diesel @ $******Crane,
                              Crawler, 100T Diesel @ $******Welder,
                              400
                              amp Diesel, TRL. MTD. Diesel @ $******Welder,
                              200
                              amp ELEC. 8 Station @ $********TOTAL
                            MATERIAL**
                          
                          **$**
                          ******
     PAGE
                      3G
 CONFIDENTIAL
                        TREATMENT REQUESTED
 *EXECUTION
                        COPY*
 **EXHIBIT
                        5.1-4**
  **BECHTEL
                    POWER CORPORATION**
 **5275
                    WESTVIEW DRIVE**
 **FREDERICK,
                    MD 21703**
 
  **TO:**
                          FIRSTENERGY
                              GENERATION CORP.
                          
                          Please
                              wire
                              transfer to:ATTN:
                              RAYMOND
                              REINHART
                          
                          The
                              Bank of
                              New York76
                              SOUTH MAIN
                              STREET
                          
                          New
                              York,
                              NYAKRON,
                              OH
                              44308
                          
                          Account
                              #
                              ******ABA
                              #
                              ******Credit:
                              BECHTEL POWER CORPORATIONJob
                              Number:
                              25XXXINVOICE
                              #
                          25XXX-AFR604xxxA
 
 **INVOICE
                              NUMBER**
                          **DATE**
                          **JOB
                              NUMBER**
                          **CONTRACT**
                          **ACCOUNT****25XXX-AFR604xxxA**
                          **5/10/2006**
                          **25XXX**
                          **X**
                          ******
 
 Funds
                    request for
                    the Sammis Project.
 **Payment
                    due
                    by MAY 25, 2006.**
 **Current
                                    Month**FORECAST
                                    FOR ******% of MONTH #11 EXPENSES:
                                
                                $
                                ******FEE
                                    FORECAST ON HOME OFFICE:
                                
                                
                                ********TOTAL
                                    AMOUNT DUE**
                                
                                **$**
                                ******(OVER)/UNDER
                                    RECOVERY FROM**APRIL**STMT OF COST
                                
                                $
                                ********TOTAL
                                    AMOUNT DUE**
                                
                                **$**
                                ******
 **Inception
                                  to Date**BALANCE
                                  FORWARD INVOICES (MONTH 1 - 10)
                              
                              **$**
                              **XXX**BILLED
                                  THIS INVOICE
                              
                              
                              ******CUMULATIVE
                                  INVOICED TO DATE:
                              
                              **$**
                              **XXX**
     PAGE
                      4
 CONFIDENTIAL
                          TREATMENT REQUESTED
 EXECUTION
                        COPY
 **EXHIBIT
                        5.1-4**
  **BECHTEL
                      POWER CORPORATION**
 **5275
                      WESTVIEW DRIVE**
 **FREDERICK,
                      MD 21703**
  **TO:**
                            FIRSTENERGY
                                GENERATION CORP.
                            
                            Please
                                wire
                                transfer to:ATTN:
                                RAYMOND
                                REINHART
                            
                            The
                                Bank of
                                New York76
                                SOUTH MAIN
                                STREET
                            
                            New
                                York,
                                NYAKRON,
                                OH
                                44308
                            
                            Account
                                #
                                ******ABA
                                #
                                ******Credit:
                                BECHTEL POWER CORPORATIONJob
                                Number:
                                25XXXINVOICE
                                #
                            25XXX-AFR604xxxB
 
 **INVOICE
                                NUMBER**
                            **DATE**
                            **JOB
                                NUMBER**
                            **CONTRACT**
                            **ACCOUNT****25XXX-AFR604xxxB**
                            **5/10/2006**
                            **25XXX**
                            **X**
                            ******
 
 Funds
                      request for
                      the Sammis Project.
 **Payment
                      due
                      by JUNE 25, 2006.**
 FORECAST
                                  FOR ******% of MONTH #11 EXPENSES:
                              
                              $
                              ******FEE
                                  FORECAST ON HOME OFFICE:
                              
                              
                              ********TOTAL
                                  AMOUNT DUE**
                              
                              **$**
                              ******
 **Inception
                                to Date**BALANCE
                                FORWARD INVOICES (MONTH 1 - 10)
                            
                            **$**
                            **XXX**BILLED
                                THIS INVOICE
                            
                            
                            ******CUMULATIVE
                                INVOICED TO DATE:
                            
                            **$**
                            **XXX**
 PAGE
                5
 CONFIDENTIAL
                    TREATMENT REQUESTED
 *EXECUTION
                        COPY*
 **EXHIBIT
                    5.1-5**
 
 
 **U.S.
              NATIONAL TEMPORARY/SHORT TERM ASSIGNMENT CONDITIONS TO A**
 **PROJECT
              LOCATION**
 
 
 *These
              assignment conditions apply to temporary assignments to a project location
              which
              is more than 50 miles from their current U.S. residence. Temporary
              assignments
              are defined as assignments expected to be more than********months but
              not more than********months. If these conditions are silent, the Manual
              of Personnel Policies - U.S. will prevail.*
 
 
 **1.0**  **SHIPMENT/STORAGE
              OF HOUSEHOLD EFFECTS**
 
 a)  For
              assignments of
              ****** months *or
              less* :
 No shipment
              or storage of household effects is authorized.
  b)  For
                assignments
                longer than ****** months:
 
 1.
                      **Single
                          status**employees
                          are authorized shipment, including packing, crating and
                          unpacking.
 2.
                      **Family
                          status**employees
                          are authorized shipment, including packing, crating and
                          unpacking.
  c)  For
              assignments *longer* than ** ****** months:
 In
              addition to the ***shipment*** allowances, the
              cost of ***storage*** will be
              reimbursed. The combined weights of shipment and storage are not to
              exceed
              the    maximums, including packing, crating and
              unpacking.
 
 d)  Storage
              in Transit:
 It
              is recommended that employees who have a minimal amount of personal
              household
              effects (e.g. 200 lbs. or less) ship their goods via UPS or Class “C” air
              freight when possible to avoid the 1,000 lbs. minimum charge imposed
              by
              professional moving companies. Employees with applicable receipts will
              be
              reimbursed by expense report.
 
 
 **2.0**  ****  **SHIPMENT
              OF AUTOMOBILE**
 a)
                    No
                        automobile
                        shipment costs are reimbursed for assignments of******months or
                        less. For assignments of more than**3**months,
                        costs for shipment of an auto will be reimbursed, provided
                        the assigned
                        location is more than ****** miles from point of
                        departure.
 
 b)
                    For
                        family
                        status assignments, if an automobile is shipped, costs for
                        a second
                        automobile driven to the location will be reimbursed at the
                        second auto
                        rate****via
                        the most
                        direct route.
 
 c)
                    No
                        reimbursement will be made for storage
                        charges.
 
 d)
                    Reimbursement
                        for the cost of transporting vehicles to and from terminal
                        facilities is
                        authorized when the terminal facility is greater than ******
                        miles to the
                        work location.
 
 
 **3.0**   **EN
              ROUTE
              EXPENSES**
 a)
                    Transportation
                        via public carrier will be reimbursed up to the equivalent
                        of least cost
                        economy air fare plus actual and reasonable expenses to and
                        from the
                        terminal. One travel day is
                        authorized.
 
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  b)
                    For
                        single
                        status assignments when an automobile is not shipped, mileage
                        costs via
                        the most direct route will be reimbursed. No reimbursement
                        will be
                        provided for a second automobile.
 c)
                    For
                        family
                        status assignments, mileage costs via the most direct route
                        will be
                        reimbursed for the first auto and for the second if applicable.
 
 d) Whether
              single or
              family status, tolls will be reimbursed in addition to the mileage.
 
 e)
                    Actual
                        and
                        reasonable lodging costs, plus a daily allowance for actual
                        meals and
                        incidentals will be reimbursed. Meals and incidentals include
                        food,
                        laundry, and phone calls. Reporting a flat rate is
                        unacceptable.
 
 f)
                    For
                        those
                        employees who drive to the new assignment location, the number
                        of
                        authorized travel days will be determined based upon traveling
                        500 miles
                        the first day and 350 miles for each day thereafter via the
                        most direct
                        route.
 
 
 **4.0**   **AUTOMOBILE
              RENTAL**
 
 Actual
              and
              reasonable rental costs, excluding mileage, gasoline and insurance,
              will be
              reimbursed while awaiting the arrival of a shipped automobile. Insurance
              coverage is automatically provided when the rental is through a Contractor
              rental car company account.
 
 
 **5.0**   **EXPENSES
              AT TEMPORARY LOCATION**
  a)
                      For
                          assignments of ****** months or
                          less:
 
 Actual
                and
                reasonable itemized lodging costs will be reimbursed. Meals and incidental
                expenses will be reimbursed for employee only.
 
 Meals
                          and
                          incidentals include food, laundry and personal phone calls.
                          Reporting a
                          flat rate is unacceptable. The actual daily meals and incidentals
                          cost may
                          be above or below the daily rate, however, the total cost
                          for the reported
                          period (not to exceed ****** months) must not exceed the
                          sum of the
                          reported expense days times the daily
                          rate.
 
 b)
                      For
                          assignments longer than ******
                          months:
 ****
 1)
                    Actual
                        and
                        reasonable lodging costs, plus a daily allowance for meals
                        and incidentals
                        will be reimbursed for the first ****** days or until long
                        term lodging is
                        obtained, whichever occurs first.
 2)
                    Employees
                        who
                        are transferring from one temporary assignment to a subsequent
                        temporary
                        assignment may be authorized to use up to ****** of the ******days
                        of
                        settling-in at the pre-transfer
                        location.
 
 3)
                    After
                        the
                        settling-in period, a per diem will be provided for employee
                        only;
                        receipts not required**.**Lodging
                        includes lodging, furniture rental, utility hook-up/installation
                        and basic
                        monthly service costs. Meals and incidentals include meals,
                        laundry, phone
                        calls, and cable TV installation and basic monthly service
                        charge.
 
 4)
                    Interruption
                        of Per Diem: During the per diem period, the meals and incidentals
                        portion
                        is forfeited in the following
                        circumstances:
 
 · Saturday
              and Sunday
              of a scheduled monthly trip home
 · When
              PTO is taken
              in excess of two consecutive workdays for reasons other than
              illness.
 · When
              PTO is taken
              for more than two consecutive days in conjunction with a weekend (e.g.,
              Thursday, Friday, Weekend, Monday).
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 5)
                    
                    The
                        per diem
                        is reduced by the meals and incidentals portion whenever
                        the employee is
                        away from the assignment location in connection with reimbursed
                        business
                        travel, monthly trips home, PTO other than illness, and other
                        absences.
 
 
 **6.0**   **VISITS
              HOME**
 
 a)
                    Employees
                        on***single
                        status assignments of three months or more***are
                        authorized trips home, provided that a minimum of ******days
                        remain in the
                        assignment. Transportation will be reimbursed up to the least
                        cost of
                        ******-day advanced purchase economy airfare plus reasonable
                        expenses to
                        and from airport. Receipts must be
                        furnished.
 
 If
              an employee elects to travel to a location other than his/her home
              base, the
              maximum reimbursement allowed will be the actual or equivalent cost
              of the round
              trip airfare from the temporary
              assignment location to the employee's home base, whichever is lower.
              The purpose
              of these trips is to reunite families or conduct personal business
              that a
              temporary assignment might prohibit. If
              an alternate
              location is selected, it must be noted on the PAN prior to the assignment
              start
              date and must have a Category II approval .
              Receipts must be
              furnished.
 
 **b)**
                    Spouse/Registered
                        Domestic Partner/FamilyVisit - In
                        lieu of the employee’s trip home, reimbursement for round trip airfare to
                        the temporary assignment location only may be granted to
                        the employee’s
                        spouse orregistered
                        domestic partner,
                        and/or
                        children up to the amount equal to one adult economy class
                        14-day advanced
                        purchase round trip airfare. Other costs such as transportation
                        to and
                        from airports and motels or meal expenses for the family
                        member willnotbe
                        reimbursed. The employee’s next authorized trip home will be four weeks
                        after family member has returned home.**Any
                        expenses reimbursed under this alternative will be considered
                        taxable
                        income.**
 
 
 **7.0**   **HOLIDAY
              SCHEDULE**
 
 a)  The
              following
              holidays are observed:
 
 New
              Year’s
              Day
 Martin
              Luther King
              Day
 President’s
              Day
 Memorial
              Day
 Independence
              Day
 Labor
              Day
 Thanksgiving
              Day
 Day
              after
              Thanksgiving
 Christmas
              Day
 
 b)
                    When
                        an
                        approved holiday falls on Saturday, the preceding Friday
                        will be
                        recognized as a holiday. When an approved holiday falls on
                        Sunday, the
                        following Monday will be recognized as a holiday. Employees
                        must be in a
                        salaried status to be eligible for paid
                        holidays.
 
 **8.0**   **LEASE
              CANCELLATION**
 
 Employees
              on
              temporary assignments are expected to negotiate short-term leases or
              leases
              containing cancellation clauses. Reimbursement for unrecoverable costs
              due to
              rental lease termination may be made with Category II approval when
              such costs
              result from an unexpected reduction in the assignment period. Maximum
              reimbursement for lease cancellation is the equivalent of two months
              rent plus
              security deposit.
 
 
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 **9.0**   **TAXES**
 
 Tax
              information,
              including an Employee Tax Statement, is to be provided to employees
              prior to
              going on temporary assignments.
 
 
 **10.0**  **CONVERSION
              FROM TEMPORARY TO PERMANENT STATUS**
 
 a) Employees
              whose
              assignments change from temporary to permanent status at the same location
              will
              be reimbursed for relocation costs on an itemized basis only.
 
 b) Employees
              are
              normally authorized a trip to home base if family or residence is being
              maintained at home base; three day settling-out expenses may be authorized,
              usually scheduled around a weekend; rental car may be authorized for
              up to three
              days, excluding gas, and additional insurance, plus mileage reimbursement
              to and
              from home and airport terminal; parking at the airport will be authorized
              for
              the duration of the settling-out period.
 
 c) Settling-in
              is not
              normally authorized.
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   **U.S.
            NATIONAL LONG TERM ASSIGNMENT CONDITIONS TO A**
 **PROJECT
            LOCATION**
 
 
 These
            assignment
            conditions apply to long-term assignments to a U.S. project location.
            Long-term
            assignments are defined as assignments of more than 12 months, and the
            assignment location does not become the employee’s point of origin. If these
            conditions are silent, the Manual of Personnel Policies - U.S. will prevail.
            These conditions apply to transfers, new/rehires and college hires; however,
            they do not apply to employees undertaking international assignments
            in the
            U.S.A. For more details on the specific policies/allowances, contact
            your Human
            Resources Representative. These conditions may or may not be applicable
            to BSII
            - check with BSII HR prior to applying these conditions.
 
 
 **1.0**  **HOUSE
            HUNTING TRIPS**
 
 a.)
                  House
                      hunting
                      trips may be authorized for employees and their spouses or
                      registered
                      domestic partners provided the objective is to purchase a home.
                      This
                      allowance is not available to employees already resident in
                      the area.
 
 b.)
                  Transportation
                      via public carrier will be reimbursed up to the equivalent
                      of least cost
                      economy air fare plus actual and reasonable expenses to and
                      from the
                      terminal.
 
 c.)
                  If
                      a private
                      automobile is used, mileage costs via the most direct route
                      will be
                      reimbursed.
 
 d.)
                  Actual
                      and
                      reasonable lodging costs, plus a daily allowance for actual
                      meals and
                      incidentals will be reimbursed for a maximum period of ******
                      days, which
                      is to include a weekend.
 e.)
                  Car
                      rental
                      (compact size with Bechtel discount excluding gas and mileage),
                      airport
                      parking, sitter for small children and other justifiable expenses
                      will be
                      reimbursed.
 
 
 **2.0**  **SHIPMENT/STORAGE
            OF HOUSEHOLD EFFECTS**
 
 a.)
                  Costs
                      for***shipment
                      and storage***,
                      not to
                      exceed the stated maximums include packing, crating and unpacking.
                      Storage
                      in-transit is authorized.
 b.)
                  Storage
                      at
                      point of departure is authorized.
 
 
 **3.0**  **SHIPMENT
            OF AUTOS, HOUSE TRAILERS & MOBILE HOMES**
 
 a.)
                  Costs
                      for
                      shipment by freight forwarder of an auto for new/re-hires or
                      college hires
                      and for transferring employees will be reimbursed as
                      follows:
 
 1.)
                  Vehicles
                      must
                      be in operating condition.
 2.)
                  Assignment
                      location must be more than ****** miles from point of
                      departure.
 3.)
                  No
                      reimbursement will be made for storage charges at point of
                      origin,
                      departure or destination locations.
 4.)
                  Reimbursement
                      will be made for the cost of transporting vehicles to and from
                      terminal
                      facilities.
 
 b.)
                  Shipment
                      by a
                      licensed commercial carrier and where allowed by state law,
                      of a
                      single-unit house trailer or mobile home to a maximum size
                      of 14 feet by
                      70 feet and used as the principal residence is authorized.
                      The employee is
                      responsible for the provision of
                      insurance.
 
 
 
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 **4.0**  **EN
            ROUTE
            EXPENSES**
 
 a.)
                  Transportation
                      via public carrier will be reimbursed up to the equivalent
                      of least cost
                      economy air fare plus actual and reasonable expenses to and
                      from the
                      terminal. One travel day is
                      authorized.
 
 b.)
                  If
                      a private
                      automobile is used, mileage costs via the most direct route
                      will be
                      reimbursed for the first auto and second auto (if applicable).
                      The second
                      auto rate also applies when one auto is shipped and a second
                      is driven.
                      For a private auto used to tow a house trailer or for a mobile
                      home, the
                      mileage costs via the most direct route will be reimbursed.
                      Tolls will be
                      reimbursed in addition to the mileage rate. The number of authorized
                      travel days for which expenses will be reimbursed is determined
                      based upon
                      the approved mileage from authorized point of departure to
                      new assignment
                      location as follows:
 
 **Approved Mileage** Authorized
              Travel
              Days
 ******miles ******
            day
 ******miles                                 
             ****** days
 ******miles                             
                 ****** days
 ******miles                                   ****** days
 ******miles                                  
            ****** days
 ******miles ******
            days
 ******                                      
                 ****** days
 
 c.)
                  Actual
                      and
                      reasonable lodging costs, plus a daily allowance for actual
                      meals and
                      incidentals will be reimbursed.
 
 d.)
                  Meals
                      and
                      incidentals include food, laundry, and phone
                      calls.
 
 
 **5.0**  **SETTLING-IN
            ALLOWANCES**
 
 a.)
                  The
                      maximum
                      reimbursement period is ****** days. Up to******days
                      (expenses only) may be used at the pre-departure location.
                      Dependents must
                      arrive within******months of
                      the employee’s date of arrival to qualify for
                      reimbursement.
 
 b.)
                  Actual
                      and
                      reasonable lodging costs, plus a daily allowance for actual
                      meals and
                      incidentals will be reimbursed. Meals and incidentals include
                      food,
                      laundry, and phone calls.
 
 c.)
                    **Alternative
                        (Transfers Only)**
 
 As
                        an
                        alternative to settling-in on an itemized basis, transferring
                        employees
                        may elect a lump sum settling-in amount (subject to taxes;
                        no tax
                        reimbursement). This option is not applicable when returning
                        to point of
                        origin or when converting from temporary to long-term at
                        the same
                        location. **New hires and College hires are not eligible for
                        this
                        alternative
                        allowance.**
 
 
 **6.0**  **AUTOMOBILE
            RENTAL**
 
 a.)
                  Actual
                      and
                      reasonable rental costs, excluding mileage, gasoline and insurance,
                      will
                      be reimbursed while awaiting the arrival of a shipped automobile.
                      Insurance coverage is automatically provided when the rental
                      is through a
                      Bechtel rental car company account.
 
 
 
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 **7.0**  **RESIDENCE
            RELOCATION ASSISTANCE**
 
 a.)
                  A**lump
                      sum**residence
                      relocation allowance is authorized for employees. The allowance
                      is
                      intended to assist employees with the incidental costs incurred
                      in
                      relocation. This payment is subject to federal, state and local
                      taxes.
                      Bechtel will provide tax assistance. See Section
                      11.0.
 
 b.)
                  A
                      retiring
                      employee returning to point of origin is not eligible for this
                      allowance.
 
 
 **8.0**  **REAL
            ESTATE COMMISSION EXPENSE**
 
 This
            allowance does
            not normally apply to long-term assignments of less than three years.
            However,
            for assignments of ****** months or longer, this allowance may be made
            available
            with the approval of the Business Unit/Region/CentralFunction/Service
            Manager to
            employees permanently transferring between two locations which have been
            identified as “long term” locations, but which are not permanent offices. For
            more details, contact your Human Resources Representative.
 
 
 **9.0**  **DUPLICATE
            HOMEOWNER EXPENSE**
 
 a.)
                  Duplicate
                      housing costs for a pre-transfer residence, which is being
                      offered for
                      sale, will be reimbursed.
 
 b.)
                  Reimbursable
                      receipted expenditures include: interest on mortgage, taxes,
                      insurance,and
                      mandatory
                      expenses such as maintenance fees and homeowners association
                      dues, where
                      such fees and dues are a condition of ownership of the property.
                      Expense
                      Reports typically include the following
                      documentation:
 
 1.)
                  A
                      copy of the
                      amortization schedule or monthly slip from the lending financial
                      institution delineating the principal, interest, insurance,
                      taxes and
                      other mandatory expenses, if
                      applicable.
 2.)
                  A
                      copy of the
                      canceled checks or receipts for expenses for both
                      residences.
 3.)
                  A
                      copy of the
                      agreement with the real estate company. (Proof of previous
                      residence being
                      offered for sale.)
 4.)
                  Rental
                      documentation or closing statement for the new residence (properly
                      signed).
 
 c.)
                  New
                      hires/re-hires and college hires and transferring employees
                      who maintain
                      pre-transfer residences that are being offered for sale and
                      incur
                      duplicate housing costs are eligible for certain receipted
                      expenses.
                      Employees who are attempting to rent their pre-transfer residence
                      are not
                      eligible.
 
 
 **10.0**  **TAX
            ASSISTANCE**
 
 Transferring
            employees, new employees and college hires who are placed on long-term
            assignments at a location in the United States, which is more than ******
            miles
            from their current U.S. residence, are eligible for reimbursement of
            certain
            relocation expenses. Contractor will provide employees tax assistance
            reimbursements to offset taxes withheld on relocation expenses. The
            reimbursement payment will be based upon standard reimbursement rates
            and,
            therefore, will not be an exact match of actual taxes
            withheld.
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  **11.0**  **HOLIDAY
            SCHEDULE**
 
 a)  The
            following
            holidays are observed:
 
 New
            Year’s
            Day
 Martin
            Luther King,
            Jr.’s Birthday
 President’s
            Day
 Memorial
            Day
 Independence
            Day
 Labor
            Day
 Thanksgiving
            Day
 Day
            after
            Thanksgiving
 Christmas
            Day
 
 b)
                  When
                      an
                      approved holiday falls on Saturday, the preceding Friday will
                      be
                      recognized as a holiday. Employees must be in a salaried status
                      to be
                      eligible for paid holidays.
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  **CONSTITUENTS
            OF G&A (OVERHEAD) COSTS**
 
 The
            G & A and
            overhead allocation includes the cost for:
 Costs
            for [*****]
            at Bechtel Fossil Power ([*****], Bechtel Fossil Power) and above, including
            cost for the Bechtel corporate and fossil business unit overhead allocated
            to
            Bechtel Power Corporation, including their respective costs for:
  · Furniture
            and
            equipment rental, lease, purchase, depreciation, and operating
            expenses
 · Office
            facility charges
 · Telephone,
            telegraph, cable, and facsimile
 · Mail
            and courier services
 · Reproduction
            services and supplies
 · Communications
            and
            communications equipment
 · Travel
            and temporary living expenses
 · Corporate
            licenses
 · Computer
            services
            (hardware and software, including computer-aided design [CAD])
 · Automation
            (local
            and wide area network, maintenance, and support)
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  **CONSTITUENTS
            OF ENGINEERING TECHNOLOGY CHARGE**
 
  
  For
            Contractor HOME
            OFFICE:
  Contractor
            includes
            the following items in the Engineering Technology Charge rates quoted
            in the
            PRICING SUMMARY SHEET below:
  (i)
                    Standard
                        engineering supplies used or consumed in the performance
                        of the Services
                        or provision of Deliverables at Contractor’s home offices.
 (ii)
                  Costs
                      of
                      reproduction of standard plans, specifications, reports and
                      other data
                      regularly generated at Contractor home
                      offices.
  (iii)
                  Charges
                      for
                      use of Contractor desktop, laptop, and CADD computers at Contractor
                      home
                      offices for those personnel billable to the
                      project
  (iv)
                  Charges
                      for
                      phones, to include cell phones and pagers and faxes originating
                      from
                      Contractor’s home offices, and Contractor’s actual costs for all other
                      communication services specifically identifiable to the performance
                      of the
                      Services and provision of the Deliverables
  (v)
                  Charges
                      for
                      Contractor’s permanent office facilities and associated
                      utilities.
  Contractor
            EXCLUDES
            the following items in the Engineering Technology Charge rates quoted
            in the
            PRICING SUMMARY SHEET below: Each of these items will be charged at
            cost.
  (iii)
                  Actual
                      expenses of travel, subsistence, relocation, and return of
                      personnel
                      engaged in the performance of the Services and Deliverables,
                      including
                      relocation and return expenses of families of such
                      personnel
  (viii)
                  Costs
                      associated with consultants, subcontracts, and other outside
                      services and
                      facilities.
  (xii)
                  All
                      federal,
                      state and local taxes, assessments, levies, imposts, duties,
                      excises,
                      permits, and licenses directly and solely identifiable to the
                      Services and
                      Deliverables, excepting only payroll taxes included in the
                      Personnel Costs
                      and taxes levied solely on Contractor’s net income
  (ix)
                  Costs
                      of
                      insurance premiums and any deductibles for the insurance required
                      by this
                      Contract, other than the insurance included in the Personnel
                      Costs.
  (x)
                  Other
                      costs
                      and expenses incurred by Contractor in connection with the
                      Professional
                      Services that are not specifically set forth
                      herein.
  For
            PROJECT (SITE)
            OFFICE:
  Contractor
            INCLUDES
            the following items in the Engineering Technology Charge rates quoted
            in the
            PRICING SUMMARY SHEET:
  (i)
                  Standard
                      engineering supplies used or consumed in the performance of
                      the Services
                      or provision of Deliverables at Contractor’s Project site.
  (ii)
                  Costs
                      of
                      reproduction of plans, specifications, reports and other data
                      at the
                      Project site.
  (iii)
                  Charges
                      for
                      use and maintenance of Contractor central infrastructure and
                      standard
                      application computer systems, other existing Contractor technical
                      programs, and links to the home
                      office.
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  (xi)  Charges
            for cell
            phones and pagers originating in Contractor’s home offices.
  (xii)
                  Charges
                      for
                      Contractor’s permanent office facilities and associated utilities,
                      including office space and utilities maintained as permanent
                      base for
                      Contractor’s Professional Construction
                      Labor.
  Contractor
            EXCLUDES
            the following items in the Engineering Technology Charge rates quoted
            in the
            PRICING SUMMARY SHEET: Each of these items will be charged at cost.
  (xiii)
                  Actual
                      expenses of travel, subsistence, relocation, and return of
                      personnel
                      engaged in the performance of the Services and Deliverables,
                      including
                      relocation and return expenses of families of such
                      personnel
  (xiv)
                  Costs
                      associated with consultants, subcontracts, and other outside
                      services and
                      facilities.
  (xii)
                  All
                      federal,
                      state and local taxes, assessments, levies, imposts, duties,
                      excises,
                      permits, and licenses directly and solely identifiable to the
                      Services and
                      Deliverables, excepting only payroll taxes included in the
                      Personnel Costs
                      and taxes levied solely on Contractor’s net income
  (xv)
                  Costs
                      of
                      insurance premiums and any deductibles for the insurance required
                      by this
                      Contract, other than the insurance included in the Personnel
                      Costs.
  (xvi)
                  Costs
                      of
                      purchased or leased desktop, laptop, and CADD computers at
                      the Project
                      Site and associated software.
  (xvii)
                  Charges
                      for
                      Contractor supplied temporary office facilities and associated
                      utilities.
  (xviii)
                  Charges
                      for
                      site vehicles, including fuels and other operating
                      costs.
  (xix)
                  Other
                      costs
                      and expenses incurred by Contractor in connection with the
                      Professional
                      Services that are not specifically set forth
                      herein.
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  **TOOL
                            AND EQUIPMENT RATES****AE-Contractor's
                            Major Equipment Internal Rate Schedule effective
                            3/20/05**SAMPLE
  CONSTRUCTION
                            EQUIPMENT & VEHICLES DESCRIPTION
                        MonthlyBare
                            Rate
                        MonthlyMaintenance
                        State
&
                            Local Tax @ 8%
                        Total
                            Monthly**CLASS
                            02 [TRUCKS - LIGHT DUTY]**PICKUP,
                            1/2
                            TON 4X2 GAS
                        ******
                        ******
                        ******
                        ******PICKUP,
                            1/2
                            TON 4X4 GAS
                        ******
                        ******
                        ******
                        ******SUV,
                            UTILITY
                            MEDIUM 4X4 GAS
                        ******
                        ******
                        ******
                        ********CLASS
                            03 [ TRUCKS - HEAVY DUTY]**TRUCK,
                            DUMP
                            13/15 CY DIESEL
                        ******
                        ******
                        ******
                        ******TRUCK,
                            FLATBED, HYD BOOM 11-15 TON CRANE DIESEL
                        ******
                        ******
                        ******
                        ******TRUCK,
                            STAKEBED 1 TON DIESEL
                        ******
                        ******
                        ******
                        ******TRUCK,
                            FUEL
                            /LUBE COMBINATION 1,500 GAL DIESEL
                        ******
                        ******
                        ******
                        ******TRUCK,
                            MECHANICS SERVICE 1TON W/ BOOM, COMPRESSOR, WELDER DIESEL
                        ******
                        ******
                        ******
                        ******TRUCK,
                            WATER,
                            4,000G 6X6 PWR SPRAY, W/ WATER CANNON DIESEL
                        ******
                        ******
                        ******
                        ******TRUCK,
                            TRACTOR W/ 5th WHEEL 385 HP DIESEL
                        ******
                        ******
                        ******
                        ********CLASS
                            04 [TRAILERS]**TRAILER,
                            LOWBOY, 50-60 TON
                        ******
                        ******
                        ******
                        ******TRAILER,
                            FLATBED, HIGHBOY, 40-48 FT.
                        ******
                        ******
                        ******
                        ********CLASS
                            11 [EARTHMOVER]**EXCAVATOR,
                            CRAWLER, 60,700# DIESEL
                        ******
                        ******
                        ******
                        ******MOTOR
                            GRADER,
                            185HP, 32,460# W/ RIPPER SCARIFIER DIESEL
                        ******
                        ******
                        ******
                        ******LOADER,
                            BACKHOE, 78 HP DIESEL
                        ******
                        ******
                        ******
                        ******LOADER,
                            TOOL
                            CARRIER 125 HP, 2.25 CY, W/ FORKS, BUCKET & BOOM
                            DIESEL
                        ******
                        ******
                        ******
                        ******LOADER,
                            SKID
                            STEER 60HP 5,808# DIESEL
                        ******
                        ******
                        ******
                        ******LOADER,
                            WHEEL
                            4YD 180HP W/FORKS DIESEL
                        ******
                        ******
                        ******
                        ********CLASS
                            12 [PIPELAYING/TRENCHING/TUNNELING)**TRENCHER,
                            CHAIN, 6"-16" x 6', 51HP DIESEL
                        ******
                        ******
                        ******
                        ********CLASS
                            13 [COMPACTION]**COMPACTOR,
                            SOIL, SD-DD WALK BEHIND, 29.9" DIESEL
                        ******
                        ******
                        ******
                        ******COMPACTOR,
                            SOIL, VIBRATORY, SMOOTH DRUM 66" 14,000# DIESEL
                        ******
                        ******
                        ******
                        ********CLASS
                            14 [CRANES]**CRANE,
                            CRAWLER 100T DIESEL
                        ******
                        ******
                        ******
                        ******CRANE,
                            CRAWLER 200T DIESEL
                        ******
                        ******
                        ******
                        ******CRANE,
                            CRAWLER 230T DIESEL
                        ******
                        ******
                        ******
                        ******CRANE,
                            CRAWLER 300T DIESEL
                        ******
                        ******
                        ******
                        ******CRANE,
                            CRAWLER 440T W/SUPERLIFT DIESEL
                        ******
                        ******
                        ******
                        ******CRANE,
                            ROUGH
                            TERRAIN 28-30T DIESEL
                        ******
                        ******
                        ******
                        ******CRANE,
                            ROUGH
                            TERRAIN 50T DIESEL
                        ******
                        ******
                        ******
                        ******CRANE,
                            ROUGH
                            TERRAIN 65T DIESEL
                        ******
                        ******
                        ******
                        ******CRANE,
                            ROUGH
                            TERRAIN 100T DIESEL
                        ******
                        ******
                        ******
                        ********CLASS
                            15 [FORKLIFTS]**FORKLIFT,
                            WAREHOUSE PNEU 6,000# GAS/LPG
                        ******
                        ******
                        ******
                        ******FORKLIFT,
                            TELE-BOOM, 8,000# DIESEL
                        ******
                        ******
                        ******
                        ********CLASS
                            17 [ AIR COMPRESSORS]**AIR
                            COMPRESSOR, 185 CFM DIESEL
                        ******
                        ******
                        ******
                        ******AIR
                            COMPRESSOR, 750 CFM DIESEL
                        ******
                        ******
                        ******
                        ********CLASS
                            18 [ CRANE ACCESSORIES ]**CRANE,
                            ATTACHMENT M250 LUFFING JIB
                        ******
                        ******
                        ******
                        ******CRANE,
                            ATTACHMENT, 300T 225 MAXER
                        ******
                        ******
                        ******
                        ******CRANE,
                            ATTACHMENT, RINGER 300T
                        ******
                        ******
                        ******
                        ********CLASS
                            19 [ GANTRYS ]**STRAND
                            JACK
                            LIFT SYSTEM PSC L180-40, L180-60
                        ******
                        ******
                        ******
                        ******GANRTY
                            -
                            JACKING FRAME 450-700T J&R L1402-4-39
                        ******
                        ******
                        ******
                        ********CLASS
                            52 [WELDERS]**WELDER,
                            400AMP DIESEL, TRL. MTD. DIESEL
                        ******
                        ******
                        ******
                        ******WELDER,
                            200AMP ELEC. 8 STATION
                        ******
                        ******
                        ******
                        ********CLASS
                            53 [GENERATORS/LIGHT PLANTS/DISTRIBUTION]**GENERATOR,
                            DIESEL 60KW, TRL. MTD.
                        ******
                        ******
                        ******
                        ******LIGHT
                            PLANTS,
                            6KW 4 X 1,000 WATT LAMPS, DIESEL
                        ******
                        ******
                        ******
                        ********CLASS
                            54 [MANLIFTS/SCISSORLIFTS/ELEVATORS]**CONSTRUCTION
                            ELEVATOR, MATERIAL HOIST, 150' 6,200#
                        ******
                        ******
                        ******
                        ******MANLIFT,
                            ARTICULATING BOOM 66' DIESEL
                        ******
                        ******
                        ******
                        ******MANLIFT,
                            ARTICULATING BOOM 86' DIESEL
                        ******
                        ******
                        ******
                        ******MANLFIT,
                            TELESCOPIC BOOM 120' DIESEL
                        ******
                        ******
                        ******
                        ******
 **The
                monthly bare rental rate is for “dry-hire only” and excludes operator, sales/use
                tax and mobilization/demobilization.**
 
 **Actual
                Pricing will be confirmed at time purchase order**
 
 **Maintenance
                includes labor, fuel, lubricants, spare parts, tires, and insurance**
 
    PAGE
                    1 OF
                    3
 CONFIDENTIAL
                      TREATMENT REQUESTED
 *EXECUTION
                      COPY*
 **EXHIBIT
                      5.1-8**
 **TOOL
                                AND EQUIPMENT RATES****AE-Constructor's
                                Major Equipment Internal Rate Schedule - AED GREEN
                                BOOK ANALYSIS effective
                                3/20/05****SAMPLE**
                            **Over
                                / Under BEO =**
                            
                            ********%********
                            
                            ******
 
 **CONSTRUCTION
                              EQUIPMENT & VEHICLES DESCRIPTION**
                          **Monthly****Bare
                              Rate**
                          **AED****Rental
                              Rate**
                          **Regional****Multiplier******
                          **AED
                              Regional****Rental
                              Rate****Ohio
                              Region 2 Multiplier****CLASS
                              02 [TRUCKS - LIGHT DUTY]**PICKUP,
                              1/2
                              TON 4X2 GAS
                          
                          **Not
                              in AED**
                          ******
                          ******PICKUP,
                              1/2
                              TON 4X4 GAS
                          
                          **Not
                              in AED**
                          ******
                          ******SUV,
                              UTILITY
                              MEDIUM 4X4 GAS
                          
                          **Not
                              in AED**
                          ******
                          ********CLASS
                              03 [ TRUCKS - HEAVY DUTY]**TRUCK,
                              DUMP
                              13/15 CY DIESEL
                          
                          **Not
                              in AED**
                          ******
                          ******TRUCK,
                              FLATBED, HYD BOOM 11-15 TON CRANE DIESEL
                          ******
                          ******
                          ******
                          ******TRUCK,
                              STAKEBED 1 TON DIESEL
                          
                          **Not
                              in AED**
                          ******
                          ******TRUCK,
                              FUEL
                              /LUBE COMBINATION 1,500 GAL DIESEL
                          
                          **Not
                              in AED**
                          ******
                          ******TRUCK,
                              MECHANICS SERVICE 1TON W/ BOOM, COMPRESSOR, WELDER
                              DIESEL
                          
                          **Not
                              in AED**
                          ******
                          ******TRUCK,
                              WATER,
                              4,000G 6X6 PWR SPRAY, W/ WATER CANNON DIESEL
                          
                          **Not
                              in AED**
                          ******
                          ******TRUCK,
                              TRACTOR W/ 5th WHEEL 385 HP DIESEL
                          
                          **Not
                              in AED**
                          ******
                          ********CLASS
                              04 [TRAILERS]**TRAILER,
                              LOWBOY, 50-60 TON
                          
                          **Not
                              in AED**
                          ******
                          ******TRAILER,
                              FLATBED, HIGHBOY, 40-48 FT.
                          
                          **Not
                              in AED**
                          ******
                          ********CLASS
                              11 [EARTHMOVER]**EXCAVATOR,
                              CRAWLER, 60,700# DIESEL
                          ******
                          ******
                          ******
                          ******MOTOR
                              GRADER,
                              185HP, 32,460# W/ RIPPER SCARIFIER DIESEL
                          ******
                          ******
                          ******
                          ******LOADER,
                              BACKHOE, 78 HP DIESEL
                          ******
                          ******
                          ******
                          ******LOADER,
                              TOOL
                              CARRIER 125 HP, 2.25 CY, W/ FORKS, BUCKET & BOOM
                              DIESEL
                          ******
                          ******
                          ******
                          ******LOADER,
                              SKID
                              STEER 60HP 5,808# DIESEL
                          ******
                          ******
                          ******
                          ******LOADER,
                              WHEEL
                              4YD 180HP W/FORKS DIESEL
                          ******
                          ******
                          ******
                          ********CLASS
                              12 [PIPELAYING/TRENCHING/TUNNELING)**TRENCHER,
                              CHAIN, 6"-16" x 6', 51HP DIESEL
                          ******
                          ******
                          ******
                          ********CLASS
                              13 [COMPACTION]**COMPACTOR,
                              SOIL, SD-DD WALK BEHIND, 29.9" DIESEL
                          ******
                          ******
                          ******
                          ******COMPACTOR,
                              SOIL, VIBRATORY, SMOOTH DRUM 66" 14,000# DIESEL
                          ******
                          ******
                          ******
                          ********CLASS
                              14 [CRANES]**CRANE,
                              CRAWLER 100T DIESEL
                          ******
                          ******
                          ******
                          ******CRANE,
                              CRAWLER 200T DIESEL
                          ******
                          ******
                          ******
                          ******CRANE,
                              CRAWLER 230T DIESEL
                          
                          **Not
                              in AED**
                          ******
                          ******CRANE,
                              CRAWLER 300T DIESEL
                          
                          **Not
                              in AED**
                          ******
                          ******CRANE,
                              CRAWLER 440T W/SUPERLIFT DIESEL
                          
                          **Not
                              in AED**
                          ******
                          ******CRANE,
                              ROUGH
                              TERRAIN 28-30T DIESEL
                          ******
                          ******
                          ******
                          ******CRANE,
                              ROUGH
                              TERRAIN 50T DIESEL
                          ******
                          ******
                          ******
                          ******CRANE,
                              ROUGH
                              TERRAIN 65T DIESEL
                          ******
                          ******
                          ******
                          ******CRANE,
                              ROUGH
                              TERRAIN 100T DIESEL
                          ******
                          ******
                          ******
                          ******
   PAGE
                        2 OF
                        3
 CONFIDENTIAL
                          TREATMENT REQUESTED
 EXECUTION
                          COPY
 **EXHIBIT
                          5.1-8**
  **TOOL
                                            AND EQUIPMENT RATES****AE-Constructor's
                                            Major Equipment Internal Rate Schedule
                                            - AED GREEN BOOK ANALYSIS effective
                                            3/20/05****SAMPLE**
                                        **Over
                                            / Under BEO =**
                                        
                                        ********%********
                                        
                                        ******
 CONSTRUCTION
                              EQUIPMENT & VEHICLES DESCRIPTION
                          **Monthly**
                            **Bare
                              Rate**
                          **AED**
                            **Rental
                              Rate**
                          **Regional**
                            **Multiplier**
                          **AED
                              Regional**
                            **Rental
                              Rate****CLASS
                              15 [FORKLIFTS]**FORKLIFT,
                              WAREHOUSE PNEU 6,000# GAS/LPG
                          ******
                          ******
                          ******
                          ******FORKLIFT,
                              TELE-BOOM, 8,000# DIESEL
                          ******
                          ******
                          ******
                          ********CLASS
                              17 [ AIR COMPRESSORS]**AIR
                              COMPRESSOR, 185 CFM DIESEL
                          ******
                          ******
                          ******
                          ******AIR
                              COMPRESSOR, 750 CFM DIESEL
                          ******
                          ******
                          ******
                          ********CLASS
                              18 [ CRANE ACCESSORIES ]**CRANE,
                              ATTACHMENT M250 LUFFING JIB
                          
                          **Not
                              in AED**
                          ******
                          ******CRANE,
                              ATTACHMENT, 300T 225 MAXER
                          
                          **Not
                              in AED**
                          ******
                          ******CRANE,
                              ATTACHMENT, RINGER 300T
                          
                          **Not
                              in AED**
                          ******
                          ********CLASS
                              19 [ GANTRYS ]**STRAND
                              JACK
                              LIFT SYSTEM PSC L180-40, L180-60
                          
                          **Not
                              in AED**
                          ******
                          ******GANRTY
                              -
                              JACKING FRAME 450-700T J&R L1402-4-39
                          
                          **Not
                              in AED**
                          ******
                          ********CLASS
                              52 [WELDERS]**WELDER,
                              400AMP DIESEL, TRL. MTD. DIESEL
                          ******
                          ******
                          ******
                          ******WELDER,
                              200AMP ELEC. 8 STATION
                          
                          **Not
                              in AED**
                          ******
                          ********CLASS
                              53 [GENERTORS/LIGHT PLANTS/DISTRIBUTION]**GENERATOR,
                              DIESEL 60KW, TRL. MTD.
                          ******
                          ******
                          ******
                          ******LIGHT
                              PLANTS,
                              6KW 4 X 1,000 WATT LAMPS, DIESEL
                          ******
                          ******
                          ******
                          ********CLASS
                              54 [MANLIFTS/SCISSORLIFTS/ELEVATORS]**CONSTRUCTION
                              ELEVATOR, MATERIAL HOIST, 150' 6,200#
                          
                          **Not
                              in AED**
                          ******
                          ******MANLIFT,
                              ARTICULATING BOOM 66' DIESEL
                          ******
                          ******
                          ******
                          ******MANLIFT,
                              ARTICULATING BOOM 86' DIESEL
                          ******
                          ******
                          ******
                          ******MANLFIT,
                              TELESCOPIC BOOM 120' DIESEL
                          ******
                          ******
                          ******
                          ******
  Page
                3 of
                3
 *EXECUTION
                        COPY*
 **EXHIBIT
                    5.1-9**
   **JOB
            SUPPLIES**
 Barrels
            (water,
            Trash, etc.)
 Bits,
            Rock
 Bits,
            Wood &
            Steel
 Bolts
            (Temp.
            Use)
 Boots
 Brooms
 Brushes
 Cable,
            Wire Rope
            (except on power equip.)
 Cable
            Welding
 Carborundum
            Blocks
 Chalk,
            Carpenters'
 Checks,
            Brass
 Clamps,
            Cable
            (except on power equip.)
 Cleaning
            Compounds,
            Solvents, Rags & Waste
 Coats,
            Rain
 Crayon,
            Lumber
 Cups,
            paper
 Dies
 Disposal,
            Protective Clothing
 Drift
            pins
 Drills,
            Star
 Drills,
            Twist
 Electric
            Light
            Bulbs
 Electrical
            Fittings
            (temp. power and light)
 Employee
            Protective
            Equipment/Gear
 Extension
            Cords
 Files
 Film
 Fire
            Extinguishers
            (temporary)
 Flashlights
&
            Batteries
 Form
            Lubricants
 Form
            Materials,
            Misc. Forms
 Gas
&
            Oxygen
            for Cutting, etc.  (Incl.
            Bulk
 Supply)
 Gloves,
            Canvas or
            Other
 Goggles
&
            Safety Lenses
 Handles
            (All)
 Hats,
            Safety
 
 Helmets,
            Sleeves,
            Gloves (Welder's
 Protection)
 Holders,
            Electrode
 Hose,
            Air &
            Accessories
 Hose,
            Fire
            (temporary)
 Hose,
            Water
 Janitor's
            Supplies
 Lanterns
&
            Similar Devices
 Manifolds,
            all
            temp. services
 Mops
 Pails
&
            Containers
 Paint
            (for use
            Temp. Struct., etc.)
 Paper
            (Sand-Emery)
 Points,
            Moil,
            Chipping, etc.
 Reamers
 Respirators
 Rollers,
            Wood or
            Steel
 Rope,
            Manilla or
            Other Fiber
 Runaways,
            Screens,
            etc. for Concrete Placing
 Saw
            Blades,
            Power
 Saw
            Blades, Hack,
            Coping, etc.
 Screens,
            Sand
 Slag,
            etc. (Temp.
            Use)
 Slings,
            1-1/4" dia.
            and under
 Solder
 Steel
            Plate &
            Shapes for Temp. Supports, etc.
 Supplies
            (All
            Office)
 Supplies
&
            Equip. (First Aid & Safety)
 Tape,
            Rubber &
            Friction, etc. (Temp. Use)
 Taps
 Tips,
            Cutting &
            Welding
 Timber
            Mats,
            Cribbing, Blocking, etc.
 Tarpaulins,
            Visqueen, etc.
 Towels
 Water
            Dispensers
            (Portable)
 Weld
            Test
            Specimens
 Wheels,
            Burrs,
            etc., for Grinding
 Wire
            for Temp.
            Construction
 
 
 Page
                1 of
                1
 CONFIDENTIAL
                    TREATMENT REQUESTED
 *EXECUTION
                        COPY*
 **EXHIBIT
                    5.1-10**
 
 
 **2005
                        RATE SHEET**
                      **ENGINEERING
                        / GRAPHICS LABOR & OTHER PROFESSIONAL LABOR (US
                        OFFICES)****Bechtel
                        Grade**
                    **Classification**
                    ST
                    OTLetter
                    Administrative,
                        Clerical Support, Accounting
                    [$*****]
                    [$*****]21
                    Senior
                        Secretary, Administrator, Drafter, Project Controls Technician,
                        Assistant
                        Engineer, Accounting
                    [$*****]
                    [$*****]22
                    Engineer,
                        Drafter, Designer, Project Controls Engineer, Accounting,
                        Procurement
                    [$*****]
                    [$*****]23
                    Engineer,
                        Drafter, Senior Designer
                    [$*****]
                    [$*****]24
                    Engineer,
                        Project Controls Engineer, Senior Designer, Contract Administrator,
                        Proposal Coordinator, Automation Support, Procurement
                    [$*****]
                    [$*****]25
                    Senior
                        Engineer, Senior Project Controls Engineer, Supervising Designer,
                        Contract
                        and Project Administrators, Automation Support,
                        Procurement
                    [$*****]
                    [$*****]26
                    Engineering
                        Supervisor, Senior Engineer, Design/Drafting Supervisor,
                        Senior Contract
                        Administrator, Project Controls Supervisor, Accounting Supervisor,
                        Procurement
                    [$*****]
                    [$*****]27
                    Project
                        Engineer, Project Estimator, Engineering Supervisor, Design/Drafting
                        Supervisor, Project Controls Manager
                    [$*****]
                    [$*****]28
                    Project
                        Engineer, Project Estimator, Engineering Supervisor, Design/Drafting
                        Supervisor, Project Controls Manager
                    [$*****]
                    [$*****]29
                    Project
                        Engineer, Department Manager, Project Manager, Chief
                        Engineer
                    [$*****]
                    [$*****]30
                    Senior
                        Project Engineer, Senior Manager, Department Manager, Project
                        Manager,
                        Chief Engineer
                    [$*****]
                    [$*****]31
&
                        Up
                    Manager
                        of
                        Operations, Manager of Services, Regional Manager, Department
                        Manager,
                        Project Manager, Chief Engineer
                    [$*****]
                    [$*****]**Specialist**25
                    Home
                        Office Rigging Engineer, Laser Mapping Specialist,
                        Environmental
                        Permitting Specialist
                    [$*****]
                    [$*****]26
                    Home
                        Office  Rigging Engineer, Laser Mapping Specialist,
                        Environmental Permitting Specialist
                    [$*****]
                    [$*****]27
                    Home
                        Office  Rigging Engineer, Laser Mapping Specialist,
                        Environmental Permitting Specialist, FGD Technology Specialist,
                        Financial
                        Analyst
                    [$*****]
                    [$*****]28
                    Environmental
                        Permitting Specialist, FGD Technology Specialist, Financial
                        Analyst
                    [$*****]
                    [$*****]29
                    Environmental
                        Permitting Specialist, FGD Technology Specialist, Financial
                        Analyst
                    [$*****]
                    [$*****]30
                    Environmental
                        Permitting Specialist, FGD Technology Specialist, Financial
                        Analyst
                    [$*****]
                    [$*****]31
&
                        Up
                    Environmental
                        Permitting Specialist, FGD Technology Specialist, Financial
                        Analyst
                    [$*****]
                    [$*****]
 
 Page
                1 of
                2
 *EXECUTION
                        COPY*
 **EXHIBIT
                    5.1-10**
 
 Classifications
                        provided are typical but not all-inclusive. All personnel
                        supporting the
                        Work are billable, including technical and Management oversight
                        (i.e.,
                        project management, project controls quality assurance, contract
                        formation, construction administrative, and technical support
                        services)
                        and financial services specifically requested for the project
                        (such as
                        audit support and special reports).
 
 
 Page
                2 of
                2
 CONFIDENTIAL
                    TREATMENT REQUESTED
 *EXECUTION
                        COPY*
 **EXHIBIT
                    5.1-11**
  **2005
                        RATE SHEET**
                      **Professional
                        Construction Labor (US Offices)****Bechtel
                        Grade**
                    **Classification**
                    ST
                    OTLetter
                    Administrative,
                        Clerical Support, Accounting
                    [$*****]
                    [$*****]21
                    Senior
                        Secretary, Administrator, Drafter, Project Controls Technician,
                        Assistant
                        Engineer, Accounting
                    [$*****]
                    [$*****]22
                    Engineer,
                        Drafter, Designer, Project Controls Engineer, Accounting,
                        Procurement
                    [$*****]
                    [$*****]23
                    Engineer,
                        Drafter, Senior Designer, Construction Supervision, Safety
                    [$*****]
                    [$*****]24
                    Engineer,
                        Project Controls Engineer, Senior Designer, Contract Administrator,
                        Proposal Coordinator, Automation Support, Safety, Construction
                        Supervision, Procurement
                    [$*****]
                    [$*****]25
                    Senior
                        Engineer, Senior Project Controls Engineer, Supervising Designer,
                        Contract
                        and Project Administrators, Automation Support, Safety,
                        Procurement
                    [$*****]
                    [$*****]26
                    Engineering
                        Supervisor, Senior Engineer, Design/Drafting Supervisor,
                        Senior Contract
                        Administrator, Project Controls Supervisor, Accounting Supervisor,
                        Safety,
                        Procurement
                    [$*****]
                    [$*****]27
                    Project
                        Engineer, Project Estimator, Engineering Supervisor, Design/Drafting
                        Supervisor, Project Controls Manager
                    [$*****]
                    [$*****]28
                    Project
                        Engineer, Project Estimator, Engineering Supervisor, Design/Drafting
                        Supervisor, Project Controls Manager, General
                        Superintendent
                    [$*****]
                    [$*****]29
                    Project
                        Engineer, Department Manager, Project Manager, Chief
                        Engineer
                    [$*****]
                    [$*****]30
                    Senior
                        Project Engineer, Senior Manager, Department Manager, Project
                        Manager
                    [$*****]
                    [$*****]31
&
                        Up
                    Manager
                        of
                        Operations, Manager of Services, Senior Construction Manager,
                        Department
                        Manager, Project Manager
                    [$*****]
                    [$*****]Classifications
                        provided are typical but not all-inclusive. All personnel
                        supporting the
                        work are billable, including technical and management oversight
                        (i.e.,
                        project management, project controls, quality assurance,
                        contract
                        formation, construction administrative, and technical support
                        services)
                        and financial services specifically requested for the project
                        (such as
                        audit support and special reports).
 
 
 Page
                1 of
                1
 CONFIDENTIAL
                    TREATMENT REQUESTED
 *EXECUTION
                        COPY*
 **EXHIBIT
                    5.1-12**
 
  **AQC
            SYSTEMS
            COST REIMBURSABLE WORK**
 **CRAFT
            LABOR**
 
 
 The
            AE-Constructor
            shall be paid an amount to be determined by the following methods:
  A.
                      Payment
                          for
                          authorized Subcontracts (a subsidiary or company which
                          is inany
                          way
                          associated with the AE-Constructor is not considered a
                          Subcontractor) at
                          AE-Constructor's direct cost (Invoice). For permanent materials
                          furnished
                          by a Subcontractor, such materials shall be furnished at
                          Subcontractor's
                          direct cost (Invoice). AE-Constructor shall include with
                          invoices,
                          receipts for all such materials furnished by Subcontractor.
  B.
                  Payment
                      for
                      permanent materials furnished by AE-Constructor at AE-Constructor's
                      direct
                      cost**(Invoice)**.
                      AE-Constructor shall include with invoice receipts for all
                      such materials
                      furnished.
 
 C.
                  Payment
                      for
                      major construction and maintenance tools and equipment that
                      have an
                      original cost greater than [$*****] each (MAJOR EQUIPMENT),
                      by one or more
                      of the following methods as determined by FirstEnergy and/or
                      as dictated
                      by ownership of equipment:
  1.
                For
                    AE-Constructor-owned MAJOR EQUIPMENT, the AE-Constructor shall
                    be
                    reimbursed in accordance with the AE-Constructor's Internal Rate
                    Schedule,
                    Exhibit 5.1-8, and as noted below or at mutually agreed upon
                    rates.
  a.
                AE-Constructor’s
                    Internal Rate Schedule shall constitute full compensation for
                    the use of
                    this equipment, including fuel, lubricants, taxes and including
                    compensation for all labor, material and other costs incurred
                    in the
                    repair and maintenance of said
                    equipment.
 b.
                Rental
                    rates
                    shall be charged at the lowest rates considering the duration
                    of
                    time
 that
          the equipment
          or tools are required. Rental rates shall be per calendar day, Week and
          Month
          with billing as follows:
 ·
                Beginning
                    on
                    the first day required, a daily rate during that Week (7-day
                    period
                    beginning on the day of the week the equipment is first required
                    or for
                    subsequent months, the first day of accrual for that month),
                    but not to
                    exceed the Weekly rate for that
                    Week.
 ·
                The
                    second
                    Week of a rental again begins with the daily rate during the
                    Week but not
                    to exceed the Weekly rate for that
                    Week.
 ·
                Further
                    Weeks
                    of rental again begin as above, but once the monthly rate is
                    accrued, the
                    monthly rate is used. The equipment is then available for a Month
                    (beginning on the day of the month first used and until reaching
                    the same
                    day of the following month, at which time the cycle of accrual
                    begins
                    again.
 c.
                If
                    the
                    physical use of the equipment in operating hours dictates required
                    maintenance for the equipment including major overhauls (as designated
                    in
                    Exhibit 5.1-8 by AE-Constructor), for continuous use of the equipment
                    for
                    two shifts in one calendar day, Week, Month, AE-Constructor shall
                    be
                    reimbursed as if there were two pieces of equipment in use during
                    that
                    day, Week, Month.
  d.
                If
                    the
                    physical use of the equipment in operating hours dictates required
maintenance
                    for the equipment including major overhauls (as designated in
                    Exhibit
                    5.1-8 by AE-Constructor), for intermittent use of the equipment
                    for two
                    shifts in one calendar day, Week, Month, AE-Constructor shall
                    be
                    reimbursed as follows:
 For
          second shift
          work (after the first shift has been reimbursed based on Article C.1.a.
          and b.
          above) rental rates shall be at half of the *hourly
          rental
          rate* (the *hourly
          rental
          rate* is determined
          using the monthly rental rate from Exhibit 5.1-8 divided by 176 hours)
          times the
          actual hours of use on second shift. Therefore as examples (For these examples,
          assume equipment rates are [$*****]/day, [$*****]/week, [$*****]/month,
          and *hourly
          rental
          rate is* [$*****]) *:*
 ·
                Working
                    6
                    days per week, with actual work on second shift averaging 6 hours
                    per day,
                    (36 hours/week), reimbursement for a week would be [$*****] plus
                    36 hours
                    times [$*****] times 50% or
                    [$*****].
 e.
                AE-Constructor
                    shall document actual billable time and appropriate billing rates
                    for
                    purposes of determining actual cost to FirstEnergy, including
                    daily,
                    weekly or monthly
 
 
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  documentation,
          as
          appropriate, signed by FirstEnergy’s Superintendent. If no pre-planned written
          agreement is reached relative to the appropriate documentation, then daily
          documentation (such as supplemental documentation incorporated with signed
          daily
          time sheets) is required. AE-Constructor shall maintain documentation acceptable
          to FirstEnergy’s Superintendent indicating equipment usage and idle time and/or
          equipment required to be on-site. This documentation shall be a minimum
          of
          daily, or as indicated in above referenced pre-planned written
          agreement.
 
 2.
                For
                    AE-Constructor owned electrical tools meeting the requirements
                    of this
                    paragraph, not listed in Exhibit 5.1-8, or as determined by FirstEnergy,
                    AE-Constructor shall be reimbursed at [*****%] of the daily,
                    weekly and
                    monthly rates contained in the latest edition of the"NECA Tool
                    and
                    Equipment Rental Schedules” (A Guide for Electrical Contractors or A Guide
                    for Line Contractors), administered as in C.1.a., b., c., and
                    d.
                    above.
 3.
                For
                    AE-Constructor owned construction equipment meeting the requirements
                    of
                    this paragraph, not listed in Exhibit 5.1-8 , or as determined
                    by
                    FirstEnergy, AE-Constructor shall be reimbursed at competitive
                    regional
                    rates no more than [*****%] of the AED Green Book of the daily,
                    weekly and
                    monthly rates contained in the latest edition of “The AED Green Book”
                    published by Primedia Information Inc., San Jose, California
                    (Refer to
                    Exhibit 5.1-8) administered as in C.1.a.,b.,c., and d.
                    above.
  4.
                For
                    rented
                    MAJOR EQUIPMENT from a third party, not a subsidiary or company
                    which is
                    in any way associated with the AE-Constructor, the AE-Constructor
                    will be
                    reimbursed at the direct cost **(Invoice). No addidtional
                    markup** of the invoice cost for engine-driven equipment shall
                    be
                    allowed; with added mark-up **(to be determined)** to cover
                    fuels and lubricants if such costs are not included in the equipment
                    rental price. AE-Constructor shall endeavor to engage such third
                    party
                    rental company in the same form and manner as 2
                    above.
 
 a.
                  AE-Constructor’s
                      primary source for third party reimbursable rented or leased
                      MAJOR
                      EQUIPMENT should be with FirstEnergy’s “preferred supplier” United
                      Rentals, under the Pantellos Collaborative Agreement for FirstEnergy.
                      The
                      AE-Constructor shall secure comparative rental rates whenever
                      feasible.
                      FirstEnergy’s “preferred supplier” shall be used unless the rental rate
                      is, in the AE-Constructor’s opinion, not competitive or the “preferred
                      supplier” is unable to satisfactorily supply the equipment. The
                      AE-Constructor is to communicate these exceptions and the reasons
                      to the
                      Supply Chain Department representative in a reasonable time,
                      but no later
                      than 30 days after completion of the
                      work.
  Contact
          at United
          Rentals: Chris Britt, Branch Manager, cbritt@ur.com
 
 Columbiana
          #A27    East
          Liverpool
          #A28
 44691
          State Route
          14 16695
          Lisbon Street
 Columbiana,
          Ohio
          44408 East
          Liverpool, Ohio 43920
 Phone:
          330-482-1100 Phone:
          330-385-5381
 FAX:
          330-482-1182 FAX:
          330-385-7304
 
 Estimated
          Cost for
          MAJOR EQUIPMENT may be pre-determined for a Subproject, including both
          owned and
          third-party rentals. The Estimated Cost shall be agreed upon by the parties,
          and
          becomes part of the “Target Construction Cost”.
 
 If
          the parties, prior to the start of a Subproject (with equipment use greater
          than
          a month), agree (in writing) upon a fixed rental period for the Subproject,
          the
          rental amount shall be determined based on use of fractional month’s rental for
          any period in excess of full months.
 
 All
          MAJOR EQUIPMENT
          must be authorized by FirstEnergy prior to being delivered to the jobsite
          and in
          no event shall the rental rates be higher than the rates paid in the locality
          for similar equipment.
 
 FirstEnergy
          reserves the right to provide any MAJOR EQUIPMENT at any time during the
          term of
          this Contract.
          If
          provided, FirstEnergy will either provide or pay for all necessary fuel,
          lubricants and maintenance.
 
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  D.  By
          payment
          for:
 
 1.
                Wages
                    and
                    fringe benefits required by applicable union contract for craft
                    labor up
                    to and including the General
                    Foreman.
 
 2.
                Payroll
                    taxes, contributions to Federal and State Unemployment and Worker's
                    (Workmen's) Compensation funds required to be made by the AE-Constructor
                    for craft labor and Comprehensive General Liability and Employer's
                    Liability Insurance (burdens).
 
 In
                    lieu of
                    invoicing actuals, such payroll taxes, Federal and State Unemployment,
                    Worker's Compensation funds and Comprehensive General Liability
                    and
                    Employer's Liability Insurance as required by the Contract terms
                    may be
                    charged at the Cumulative Adjustable Rate (CAR), as defined below,
                    of
                    Boiler Maker [*****%], Pipe Fitter [*****%], Electrician [*****%]
                    (Ohio)
                    or of Boiler Maker [*****%], Pipe Fitter [*****%], Electrician
                    [*****%]
                    (Pennsylvania) of the Wages (up to and including General Foreman)
                    and
                    adjusted**(periodic
                    adjustments to be determined)**to reflect
                    actual costs. In the event that FirstEnergy elects for the Contractor
                    to
                    provide $[******] million excess liability insurance in accordance
                    with
                    Article 12 of the Agreement, the Cumulative Adjustable Rate (CAR),
                    as
                    defined below, will be of Boiler Maker [*****%], Pipe Fitter
                    [*****%],
                    Electrician [*****%] (Ohio) or, of Boiler Maker [*****%], Pipe
                    Fitter
                    [*****%], Electrician [*****%] (Pennsylvania) of the Wages. Pursuant
                    to
                    the provisions of the Contract terms allowing FirstEnergy's access
                    to
                    AE-Constructor's records to review Contract cost, FirstEnergy
                    shall have
                    the right of access to records substantiating the actual cost
                    of the
                    various portions of the Cumulative Adjustable Rate, and FirstEnergy
                    and
                    AE-Constructor agree to make adjustments to actual costs**(periodic
                    adjustments to be determined)**,
                    subject to
                    audit (FirstEnergy's access) under the provisions as allowed
                    for
                    herein.
 
 The
                    Cumulative Adjustable Rate (CAR) shall be comprised and represent
                    the sum
                    of the components listed below (a., b., and c. or d.) with some
                    components, or portions thereof, reimbursable based on actual
                    costs
                    incurred by the AE-Constructor, and other portions, or portions
                    thereof,
                    reimbursable and shall be**adjusted
                    (periodic adjustments to be****determined)**during the
                    term of the Contract.
 
 a.  FICA,
          FUTA, and
          SUTA
 
 FirstEnergy
                    will reimburse the AE-Constructor for FICA, Federal (FUTA) and
                    State
                    (SUTA) Unemployment at the Rate of [*****%] (Ohio) or [*****%]
                    (Pennsylvania) of Wages (up to and including General Foreman).
                    Upon
                    receipt of notification of statutory changes in these rates,
                    AE-Constructor shall notify FirstEnergy within 10 days of receipt
                    of this
                    notification for consideration by the parties of making changes
                    in the
                    CAR. The AE-Constructor shall provide a report, which reconciles
                    the
                    difference between the amount billed for FICA, FUTA and SUTA
                    with the
                    actual amount paid therefor, whether charges or credits, which
                    shall be
                    submitted to FirstEnergy along with an invoice or a check, with
                    proper
                    reconciliation of adjustments**(periodic
                    adjustments to be determined)**.
                    The
                    breakdown for the FICA, FUTA and SUTA percentage listed above
                    is FICA
                    [*****%]; FUTA [*****%] and SUTA [*****%] (Ohio) and [*****%]
                    (PA).
 
 b.
                Comprehensive
                    General Liability and Employer's Liability
                    Insurance
 
 The
                    portion
                    of the AE-Constructor's premiums that are directly related to
                    the
                    insurance required by FirstEnergy as per the Contract terms will
                    be
                    reimbursed to the AE-Constructor at [*****%] of the Wages; in
                    the event
                    that FirstEnergy elects for the Contractor to provide $[******]
                    excess
                    liability insurance, in accordance with Article 12 of the Agreement,
                    the
                    insurance required by FirstEnergy as per the Contract terms will
                    be
                    reimbursed to the AE-Constructor at [*****%] of the Wages. This
                    percentage
                    mark-up shall be adjusted**(periodic
                    adjustments to be determined)**during the
                    term of the contract. Premiums for additional insurance (other
                    than as
                    required by the Contract terms) as may be required by FirstEnergy
                    and will
                    be reimbursed at invoice cost.
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 c.
                Worker’s
                    (Workmen’s) Compensation - State of Ohio
 
 For
                    work
                    performed in the state of Ohio, the portion of the AE-Constructor's
                    Workers' Compensation premiums that are directly related to the
                    coverage
                    required by FirstEnergy shall be reimbursed at of Boiler Maker
                    [*****%],
                    Pipe Fitter [*****%], Electrician [*****%] (Ohio) of Wages. This
                    percentage shall be based on the AE-Constructor’s actual premium rate in
                    effect on July 1 immediately preceding the effective date of
                    the Contract.
                    The statutory percentage component of Boiler Maker [*****%],
                    Pipe Fitter
                    [*****%], Electrician [*****%] for Ohio may be escalated/de-escalated,
                    upon notification from the AE-Constructor, for any increase/decrease
                    in
                    the statutory Worker's Compensation (Manual Rate only) as modified
                    by the
                    AE-Constructor's Experience Modification Percentage (rate). The
                    Experience
                    Modification Rate, in effect on [*****] immediately preceding
                    the
                    effective date of the Contract shall be periodically adjusted
                    during the
                    term of the Contract. AE-Constructor shall provide evidence,
                    acceptable to
                    and agreed by FirstEnergy, of such escalation/de-escalation that
                    directly
                    affect such cost prior to such changes becoming effective. FirstEnergy
                    shall be notified within 10 days of AE-Constructor’s receipt of Worker’s
                    Compensation notice from the State of Ohio whether there is an
                    increase, a
                    decrease or no change. FirstEnergy and AE-Constructor shall then
                    determine
                    appropriate timing for adjustment of the CAR. The AE-Constructor
                    shall
                    provide a report, for any adjustments for past work
                    (refunds/rebates/discounts/weekly wage caps/etc.), whether charges
                    or
                    credits, which shall be submitted to FirstEnergy along with an
                    invoice or
                    a check, with proper reconciliation of adjustments**(periodic
                    adjustments to be determined)**.
                    The Manual
                    rate and the Experience Modification Factor used to calculate
                    the rate
                    above are Manual Rate Boiler Maker [*****%], Pipe Fitter [*****%],
                    Electrician [*****%] for Ohio and Experience Modification Factor
                    1.00 for
                    Ohio, plus statutory Administrative Costs and DWRF Costs of Boiler
                    Maker
                    [*****%], Pipe Fitter [*****%], Electrician [*****%] for Ohio.
                    Any
                    escalation/de-escalation because of changes to the Experience
                    Modification
                    Factor shall be as mutually agreed by both FirstEnergy and AE-Constructor.
                    Should the Manual Rate Code used as the Base Rate for premium
                    cost
                    calculation purposes be revised resulting in a lower Manual and
                    total
                    premium cost rate, the resulting change shall accrue to the benefit
                    of
                    FirstEnergy.
 
 If
          AE-Constructor
          compliance for Workers' Compensation is provided under an acceptable (by
          the
          State Workers' Compensation Commission) self-insurance program, AE-Constructor
          shall submit evidence of such certification and the degree of self-insurance
          being undertaken. The effective rate as provided above for reimbursement
          under
          such self-insurance program shall be **adjusted**  **(periodic
          adjustments to be**  **determined)** during the term of
          the Contract.
 
 If
          during the
          duration of the Contract the Contractor’s Ohio Worker’s Compensation status
          changes from the individual program to a group program, or from the group
          program to an individual program, then FirstEnergy shall be notified within
          10
          days of AE-Constructor’s receipt of such Worker’s Compensation notice from the
          State of Ohio. FirstEnergy and AE-Constructor shall then determine the
          necessary
          adjustments to the percentage markup for Ohio worker’s compensation and the
          appropriate timing for adjustment of the CAR.
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  d. Worker's
          (Workmen's) Compensation - Commonwealth of Pennsylvania
  For
          work performed
          in the Commonwealth of Pennsylvania, the portion of the Contractor's Workers'
          Compensation premiums that are directly related to the coverage required
          by
          FirstEnergy shall be reimbursed at Boiler Maker [*****%], Pipe Fitter [*****%],
          Electrician [*****%] (Pennsylvania) of Wages. This percentage shall be
          based on
          the AE-Constructor’s actual premium rate in effect on the first day of the month
          immediately preceding the effective date of the Contract. The statutory
          percentage component of Boiler Maker [*****%], Pipe Fitter [*****%], Electrician
          [*****%] for Pennsylvania may be escalated/de-escalated, upon notification
          from
          the AE-Constructor, for any increase/decrease in the statutory Worker's
          Compensation (Manual Rate only) as modified by the AE-Constructor's Experience
          Modification Percentage (rate). The Experience Modification Rate in effect
          on
          the first day of the month immediately preceding the effective date of
          the
          Contract shall be **adjusted
          (periodic adjustments to**  **be
          determined)** during the term of
          the Contract. AE-Constructor shall provide evidence, acceptable to and
          agreed by
          FirstEnergy, of such escalation/de-escalation that directly affect such
          cost
          prior to such changes becoming effective. FirstEnergy shall be notified
          within
          10 days of AE-Constructor’s receipt of Worker’s Compensation notice from the
          insurance underwriters of current statutory Worker’s Compensation rates whether
          there is an increase, a decrease or no change. FirstEnergy and AE-Constructor
          shall then determine appropriate timing for adjustment of the CAR. Within
          45
          days of such receipt by AE-Constructor and within 45 days of the end of
          the
          project, any adjustments for past work (refunds/rebates/discounts/etc.),
          whether
          charges or credits, shall be submitted to FirstEnergy in the form of an
          invoice
          or a check, with proper reconciliation of adjustments **(periodic
          adjustments to be determined)** .
          The Manual rate
          and the Experience Modification Factor used to calculate the rate above
          are
          Manual Rate Boiler Maker [*****%], Pipe Fitter [*****%], Electrician [*****%]
          for Pennsylvania and Experience Modification Factor [*****] for Pennsylvania.
          Any escalation/de-escalation because of changes to the Experience Modification
          Factor shall be as mutually agreed by both FirstEnergy and AE-Constructor.
          Should the Manual Rate Code used as the Base Rate for premium cost calculation
          purposes be revised resulting in a lower Manual and total premium cost
          rate, the
          resulting change shall accrue to the benefit of FirstEnergy.
 
 3.
                Overheads**(**excluding
                    Fee/profit**)**include,
                    but
                    not limited to, offsite support personnel, automotive insurance
                    premiums,
                    home office expenses, transporting small tools and light construction
                    equipment to and from the jobsite, etc. to be paid for at a rate
                    of
                    [$*****]/Hr of the Base Hourly Wages calculated as follows: the
                    direct
                    straight time labor rate per hour required by applicable labor
                    contract
                    for craft labor (up to and including General Foreman) multiplied
                    by the
                    number of hours worked, multiplied by [$*****]/Hr. , as noted
                    above. The
                    initial charge rate shall be in effect for the period January
                    1, 2005
                    through December 31, 2005. Commencing January 1, 2006, the initial
                    charge
                    rate will be adjusted annually per the annual Consumer Price
                    Index - Urban
                    Wage Earners and Clerical Workers, Washington - Baltimore, DC-MD-VA-WV
                    (Nov 96 = 100). For example, if the average Index for the 12
                    months
                    preceding October 2005 were [*****%], the 2006 rate effective
                    for January
                    1, 2006 through December 31, 2006, would be
                    [$*****]/Hr.
 E.
                  Payment
                      for
                      small tools (that have an original cost of less than or equal
                      to [$*****])
                      by one of the following methods as determined by
                      FirstEnergy:
 
 1.
                [$*****]
                    Craft Labor Hour Worked. (Does not include Superintendent, craft
                    General
                    Foreman and Foreman, office personnel time, and AE-Constructor’s other
                    non-craft administrative personnel.)
 
 2.
                Pricing
                    for
                    Small Tools shall be adjusted annually at an escalation rate
                    determined by
                    the Bureau of Labor Statistics (BLS) Producer Price Index for
“Material
                    and Components for Construction”, commodity code [*****] (“BLS Index”). In
                    the event that commodity code [*****] is discontinued, the next
                    higher
                    level series as published by BLS shall be used for escalation.
                    The initial
                    charge rate shall be in effect for the period January 1, 2005
                    through
                    December 31, 2005. Commencing January 1, 2006, the initial charge
                    rates
                    will be adjusted annually. The BLS Index for the average of the
                    twelve
                    months preceding each October shall be used to determine the
                    next year’s
                    escalation. For example, if the average Index for the 12 months
                    preceding
                    October 2005 were [*****%], the 2006 rate effective for January
                    1, 2006
                    through December 31, 2006, would be
                    [$*****]/Hr.
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 3. 
          FirstEnergy may opt to furnish small tools.
  
 F.
                Payment
                    for
                    consumables (job supplies such as paper clips, tape, respirators,
                    gloves,
                    paper, soap, grinding wheels, saw blades, etc. as defined in
                    Exhibit
                    5.1-9, Job Supplies) by one of the following methods as determined
                    by
                    FirstEnergy:
  1.
                  [$*****]
                      Craft Labor Hour Worked. (Does not include Superintendent,
                      craft General
                      Foreman and Foreman, office personnel time, and AE-Constructor’s other
                      non-craft administrative personnel.)
 
 2.
                  Pricing
                      for
                      Small Tools shall be adjusted annually at an escalation rate
                      determined by
                      the Bureau of Labor Statistics (BLS) Producer Price Index for
“Material
                      and Components for Construction”, commodity code [*****] (“BLS Index”). In
                      the event that commodity code [*****] is discontinued, the
                      next higher
                      level series as published by BLS shall be used for escalation.
                      The initial
                      charge rate shall be in effect for the period January 1, 2005
                      through
                      December 31, 2005. Commencing January 1, 2006, the initial
                      charge rates
                      will be adjusted annually. The BLS Index for the average of
                      the twelve
                      months preceding each October shall be used to determine the
                      next year’s
                      escalation. For example, if the average Index for the 12 months
                      preceding
                      October 2005 were [*****%], the 2006 rate effective for January
                      1, 2006
                      through December 31, 2006, would be
                      [$*****]/Hr.
  3.
                  FirstEnergy
                      may opt to furnish small
                      tools.
  
 The
          payment for
          such items of Work as covered above shall be made as provided in the General
          Terms and Conditions for the Engineering, Procurement, and
          Construction.
  
 FirstEnergy
          may
          authorize minor changes in the work not involving an adjustment in the
          [******]
          Price or [******] for Performance, which are consistent with the overall
          intent
          of the Contract.
 
 
 
 
 
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 **Example
          of
          Labor Costs**
 **As
          of July
          26, 2005**
 
 **COST
          REIMBURSABLE WORK**
 **BREAKDOWN
          OF COST OF LABOR (PF OH, 1** **st** **Shift)**
 
 1. [*****%]
          published
          wage rate (plus taxable fringes @ [$*****])
 Pipe Fitter Journeyman Local
          495 [$*****]
 
 a.  Base
          Hourly Wage
          Rate [*****%] published rate (plus
          taxable [$*****]
 
 fringes @ [$*****]) Pipe Fitter Journeyman
 
 
 2. Fringe
          benefit cost/MNHR* (Non Taxable Fringes)
 
 a. Hours
          Worked  (Includes
          $-______/HR Industry
          Funds**) [$*****]
 
 b.  Hours
          Paid   (Includes
          $-______/HR Industry
          Funds**) [$*****]
 
 3.  Insurance
&
          Taxes (CAR) [*****%] of Wages (Hours
          Paid) [$*****]
 
 4. Overheads (excluding
          Fee) (Hours
          Worked) [$*****]
 
 5. Payment
          for small
          tools (Hours
          Worked) [$*****]
 
 6. Payment
          for
          consumables (Hours
          Worked) [$*****]
 
 7. Total
          Cost Per Hour (First Shift)
 
 a. Straight
          (1a+2a+2b+3+4+5+6) [$*****]
 
 b. Premium
          (1a+2b+3) [$*****]
  1.  Time
&
          one-half
          [(straight + .5
          (premium)] [$*****]
 2.  Double
          Time
          (straight +
          premium) [$*****]
 
 
 8.  Shift
          differential
          - Add to 1 above and recalculate
 3, 4, and 7 for 2nd and 3rd shift rates. If fringe
 benefits are affected by shift differential (i.e. fringes
 as a % of pay rate), items 2a. and 2b. may also
 need adjusted.
 
 1. 2 nd [$*****]/HR
 2. 3 rd [$*****]/HR
 
 NOTE:  (1)  The
          AE-Constructor
          will be required to complete and submit the information above for all crafts
          used prior to the crafts beginning any Work.
 
 All
          billing rate
          information to be sent to:
 FirstEnergy
          Corp.
 76
          S. Main
          Street
 Akron,
          OH
          44308
 ATTN:
          Peter F.
          Bertolo
 * As required by applicable union contract.
 **** Industry Funds, if applicable.**
 ***Exclusive
          of the
          premium cost of [******] insurance, which shall be priced at an additional
          [*****%] of Wages paid.
 
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 **Example
          of
          Labor Costs**
 **As
          of July
          26, 2005**
 
 **COST
          REIMBURSABLE WORK**
 **BREAKDOWN
          OF COST OF LABOR (BM OH, 1** **st** **Shift)**
 
 1.  [*****%]
          published
          wage rate (plus taxable fringes @ [$*****])
 Boiler
          Maker
          Journeyman Local
          154[$*****]
 
 a.  Base
          Hourly Wage
          Rate [*****%] published rate (plus taxable
 fringes @ [$*****]) Boiler
          Maker Journeyman [$*****]
 
 
 2.  Fringe
          benefit
          cost/MNHR* (Non Taxable Fringes)
 
 a. Hours
          Worked  **(Includes
          $______/HR Industry
          Funds**)** [$*****]
 
 b.  Hours
          Paid   **(Includes
          $______/HR Industry
          Funds**)** [$*****]
 
 3.  Insurance
&
          Taxes (CAR) [*****%] of Wages (Hours
          Paid) [$*****]
 
 4.  Overheads **(excluding
          Fee)** (Hours
          Worked) [$*****]
 
 5.  Payment
          for small
          tools (Hours
          Worked) [$*****]
 
 
 6.  Payment
          for
          consumables (Hours
          Worked) [$*****]
 
 7.  Total
          Cost Per Hour
          (First Shift)
 
 a.  Straight
          (1a+2a+2b+3+4+5+6) [$*****]
 
 b.  Premium
          (1a+2b+3) [$*****]
 
 1.  Time
&
          one-half
          [(straight + .5
          (premium)] [$*****]
 2.  Double
          Time
          (straight +
          premium)  [$*****]
 
 8.  Shift
          differential
          - Add to 1 above and recalculate
 3, 4, and 7 for 2nd and 3rd shift rates. If fringe
 benefits are affected by shift differential (i.e. fringes
 as a % of pay rate), items 2a. and 2b. may also
 need adjusted.
 
 1.  2nd   [$*****]/HR
 2.  3rd   [$*****]/HR
  NOTE:  (1)  The
          AE-Constructor
          will be required to complete and submit the information above for all crafts
          used prior to the crafts beginning any Work.
 
 All
          billing rate
          information to be sent to:
 FirstEnergy Corp.
 76 S. Main Street
 Akron, OH 44308
 ATTN: Peter F. Bertolo
 * As required by applicable union contract.
 **** Industry Funds, if applicable.**
 ***Exclusive
          of the
          premium cost of $[******] million excess liability insurance, which shall
          be
          priced at an additional [*****]% of Wages paid.
 
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                  5.1-12**
 
 **Example
          of
          Labor Costs**
 **As
          of July
          26, 2005**
 
 **COST
          REIMBURSABLE WORK**
 **BREAKDOWN
          OF COST OF LABOR (EL OH, 1** **st** **Shift)**
 
 1.  [*****%]
          published
          wage rate (plus taxable fringes @ [$*****])
 Electrician
          Journeyman Local
          246 [$*****]
 
 a.  Base
          Hourly Wage
          Rate 90% published rate (plus taxable
 fringes
          @ [$*****])
          Electrician
          Journeyman [$*****]
 
 
 2.  Fringe
          benefit
          cost/MNHR* (Non Taxable Fringes)
 
 a.  Hours
          Worked  **(Includes
          $
          - ___/HR Industry
          Funds**)** [$*****]
 
 b.  Hours
          Paid   **(Includes
          $
          - ___/HR Industry
          Funds**)** [$*****]
 
 3.  Insurance
&
          Taxes (CAR) [*****%] of Wages (Hours
          Paid) [$*****]
 
 4.  Overheads **(excluding
          Fee)** (Hours
          Worked) [$*****]
 
 5.  Payment
          for small
          tools (Hours
          Worked) [$*****]
 
 6.  Payment
          for
          consumables (Hours
          Worked) [$*****]
 
 7.  Total
          Cost Per Hour
          (First Shift)
 
 a.  Straight
          (1a+2a+2b+3+4+5+6) [$*****]
 
 b.  Premium
          (1a+2b+3) [$*****]
 
 1.  Time
&
          one-half
          [(straight + .5
          (premium)] [$*****]
 2.  Double
          Time
          (straight +
          premium) [$*****]
 
 8. Shift
          differential - Add to 1 above and recalculate
 3, 4, and 7 for 2nd and 3rd shift rates. If fringe
 benefits are affected by shift differential (i.e. fringes
 as a % of pay rate), items 2a. and 2b. may also
 need adjusted.
 
 1.  2nd [$*****]/HR
 2.  3rd [$*****]/HR
 
 NOTE:  (1)  The
          AE-Constructor
          will be required to complete and submit the information above for all crafts
          used prior to the crafts beginning any Work.
 
 All
          billing rate information to be sent to:
 FirstEnergy
          Corp.
 76
          S. Main
          Street
 Akron,
          OH
          44308
 ATTN:
          Peter
          F. Bertolo
 *   As required by applicable union contract.
 **** Industry Funds, if applicable.**
 ***Exclusive
          of the
          premium cost of ${******] million excess liability insurance, which shall
          be
          priced at an additional [*****]% of Wages paid.
 
 Page
              9 of
              9
 *EXECUTION
                  COPY*
 **EXHIBIT
                  5.2(C)**
  **CONTRACTOR’S
            INTERIM WAIVER AND RELEASE OF LIENS AND** **** **CLAIMS**
 **UPON
            PROGRESS PAYMENT**
 
 STATE
            OF
            ______________________
 COUNTY
            OF
            ____________________:
 
 The
            undersigned,
            _____________________________ ("Contractor"), has been engaged by FirstEnergy
            Generation Corp. ("FirstEnergy"), to furnish certain materials, equipment,
            services, and/or labor for the project known as [Subproject #____ (the
            "Subproject")] of the W.H. Sammis Plant Air Quality Control Project (the
            "Project"), which is located in Stratton, Ohio, and more particularly
            described
            on Attachment
            A ,
            attached hereto (the "Property"), pursuant to the General Terms and Conditions
            for Engineering, Procurement, and Construction, dated _______________,
            2005 (the
“Agreement”).
 
 Upon
            receipt of the
            sum of $_____________________ (“Current Payment”), Contractor waives and
            releases all liens or claims of liens for labor and materials against
            FirstEnergy, the Subproject, the Project, and the Property, and any right
            against any labor and/or material bond with the exception of the bond
            obligations in Section 12.7 of the Agreement, “Security for Vendor Termination
            Costs” Contractor has or may have through the date of ____________________,
            200__ (“Current Date”) arising out of Contractor's performance of work on the
            Subproject and the Project.
 
 Contractor
            represents that all of its obligations, legal, equitable, or otherwise,
            through
            ____________________, 200__ (date of last prior invoice) relating to
            or arising
            out of its work on the Subproject or the Project have been fully satisfied,
            including, but not limited to obligations relating to:
 ·
                  Employees,
                      laborers, materialmen and subcontractors employed by Contractor;
 ·
                  Labor,
                      materials, equipment and supplies furnished by others to Contractor;
                      and
 ·
                  Sales
                      and use
                      taxes, social security taxes, income tax withholding, unemployment
                      insurance, privilege taxes, license fees, and any other taxes
                      and
                      obligations imposed by governmental authorities.
 
 This
            Interim Lien
            Waiver is freely and voluntarily given, and Contractor acknowledges and
            represents that it has fully reviewed the terms and conditions of this
            Interim
            Lien Waiver, that it is fully informed with respect to the legal effect
            of this
            Interim Lien Waiver, and that it has voluntarily chosen to accept the
            terms and
            conditions of this Interim Lien Waiver in return for the payment recited
            above.
  **[*NAME
                      OF CONTRACTOR]***By:Title
 AFFIDAVIT
 On
            this ____ day of _________________, 20____, before me appeared the above-signed,
            known or identified to me personally, who, being first duly sworn, did
            say that
            the information provided in this document is true and accurate, this
            document
            was signed under oath personally and on behalf of Contractor, and that
            this
            Affidavit was executed as a free act and deed of Contractor.
  Notary
                      PublicMy
                      term Expires (date):
                      _________________
 Page
                1 of
                1
 *EXECUTION
                  COPY* **EXHIBIT
                    5.2(C)**
  **SUBCONTRACTOR'S
            INTERIM WAIVER AND RELEASE OF LIENS AND CLAIMS**
 **UPON
            PROGRESS PAYMENT**
 
 
 STATE
            OF
            ______________________
 COUNTY
            OF
            ____________________:
 OR
            OTHER JURISDICTION (where signing) __________________
 
 The
            undersigned,
            ________________________, of ____________________________ ("Subcontractor")
            who
            has, under an agreement with ____________________________________
            ("Contractor"), furnished certain materials, equipment, services, and/or
            labor
            for the project known as [Subproject #____ (the "Subproject")] of the
            W.H.
            Sammis Plant Air Quality Control Project (the "Project"), which is located
            in
            Stratton, Ohio, and more particularly described on Attachment
            A ,
            attached hereto (the "Property").
 
 Upon
            receipt of the
            sum of $_____________________ (“Current Payment”), the Subcontractor waives and
            releases any and all claims of lien for labor and materials against FirstEnergy
            Generation Corp. ("FirstEnergy"), Contractor, the Subproject, the Project,
            and
            the Property, at law, in contract, tort, equity or otherwise, and any
            and all
            liens or claims of liens or any right against any labor and/or material
            bond
            Subcontractor has or may have through the date of ____________________,
            200__
            (“Current Date”), arising out of Subcontractor's performance of work on the
            Subproject and the Project.
 
 The
            Subcontractor
            represents that all of its obligations, legal, equitable, or otherwise,
            relating
            to or arising out of its work on the Subproject and the Project through
            ____________________, 200__ (date of last prior invoice) relating to
            or arising
            out of its work on the Subproject or the Project have been fully satisfied,
            including, but not limited to obligations relating to:
 ·
                  Employees,
                      laborers, materialmen and subcontractors employed by the
                      Subcontractor;
 ·
                  Labor,
                      materials, equipment and supplies furnished by others to the
                      Subcontractor; and
 ·
                  Sales
                      and use
                      taxes, social security taxes, income tax withholding, unemployment
                      insurance, privilege taxes, license fees, and any other taxes
                      and
                      obligations imposed by governmental authorities.
 
 This
            Interim Lien
            Waiver is freely and voluntarily given and the Subcontractor acknowledges
            and
            represents that it has fully reviewed the terms and conditions of this
            Interim
            Lien Waiver, that it is fully informed with respect to the legal effect
            of this
            Interim Lien Waiver, and that it has voluntarily chosen to accept the
            terms and
            conditions of this Interim Lien Waiver in return for the payment recited
            above.
      ***[NAME
                      OF SUBCONTRACTOR]***By:Title:
 
 **AFFIDAVIT**
 On
            this ____ day of _________________, 20____, before me appeared the above-signed,
            known or identified to me personally, who, being first duly sworn, did
            say that
            the information provided in this document is true and accurate, this
            document
            was signed under oath personally and on behalf of Subcontractor, and
            that this
            Affidavit was executed as a free act and deed of Subcontractor.
  Notary
                      PublicMy
                      term Expires
                      (date):_____________
 Page
                1 of
                1
 *EXECUTION
                    COPY*
 **EXHIBIT
                    6.3(A)**
  **CONTRACTOR’S
            FINAL LIEN WAIVER**
 
 STATE
            OF
            ______________________
 COUNTY
            OF
            ____________________:
 
 The
            undersigned,
            _____________________________ ("Contractor"), has been engaged by FirstEnergy
            Generation Corp. ("FirstEnergy"), to furnish certain materials, equipment,
            services, and/or labor for the project known as [Subproject #____ (the
            "Subproject")] of the W.H. Sammis Plant Air Quality Control Project (the
            "Project"), which is located in Stratton, Ohio, and more particularly
            described
            on Attachment
            A ,
            attached hereto (the "Property"), pursuant to the General Terms and Conditions
            for Engineering, Procurement, and Construction, dated _______________,
            2005 (the
“Agreement”).
 
 In
            consideration of payment of the Contract Price, the Fee (as defined in
            the
            Agreement), and all other amounts due under the Agreement, Contractor
            waives and
            releases all liens or claims of liens for labor and materials against
            FirstEnergy, the Subproject, and the Property in respect of the Subproject,
            and
            any right against any labor and/or material bond Contractor has, may
            have had or
            may have in the future arising out of Contractor's performance of work
            on the
            Subproject.
 
 Contractor
            represents that all of its payment obligations, legal, equitable, or
            otherwise,
            that are due as of the date hereof relating to or arising out of its
            work on the
            Subproject have been fully satisfied, including, but not limited to obligations
            relating to:
 ·
                  Employees,
                      laborers, materialmen and subcontractors employed by Contractor;
 ·
                  Labor,
                      materials, equipment and supplies furnished by others to Contractor
                      (except for the disputed amounts specified in the Certificate
                      of Final
                      Completion); and
 ·
                  Sales
                      and use
                      taxes, social security taxes, income tax withholding, unemployment
                      insurance, privilege taxes, license fees, and any other taxes
                      and
                      obligations imposed by governmental authorities.
 
 This
            Final Lien
            Waiver is freely and voluntarily given, and Contractor acknowledges and
            represents that it has fully reviewed the terms and conditions of this
            Final
            Lien Waiver, that it is fully informed with respect to the legal effect
            of this
            Final Lien Waiver, and that it has voluntarily chosen to accept the terms
            and
            conditions of this Final Lien Waiver in return for the payment recited
            above.
  ***[NAME
                      OF CONTRACTOR]***By:Title:
  AFFIDAVIT
 On
            this ____ day of _________________, 20____, before me appeared the above-signed,
            known or identified to me personally, who, being first duly sworn, did
            say that
            the information provided in this document is true and accurate, this
            document
            was signed under oath personally and on behalf of Contractor, and that
            this
            Affidavit was executed as a free act and deed of Contractor.
  Notary
                      PublicMy
                      term Expires (date):
                      _______________
 Page
                1 of
                1
 *EXECUTION
                    COPY*
 **EXHIBIT
                    6.3(A)**
  **SUBCONTRACTOR'S
            FINAL LIEN WAIVER**
 
 STATE
            OF
            ______________________
 COUNTY
            OF
            ____________________:
 OR
            OTHER JURISDICTION (where signing) __________________
 
 The
            undersigned,
            ________________________, of ____________________________ ("Subcontractor")
            who
            has, under an agreement with ____________________________________
            ("Contractor"), furnished certain materials, equipment, services, and/or
            labor
            for the project known as [Subproject #____ (the "Subproject")] of the
            W.H.
            Sammis Plant Air Quality Control Project (the "Project"), which is located
            in
            Stratton, Ohio, and more particularly described on Attachment
            A ,
            attached hereto (the "Property").
 
 In
            consideration of payment of the full amount of contract price owing to
            Subcontractor, the receipt of which is hereby acknowledged, the Subcontractor
            waives and releases any and all claims of lien for labor and materials
            against
            FirstEnergy Generation Corp. ("FirstEnergy"), Contractor, the Subproject,
            and
            the Property in respect of such Subproject, at law, in contract, tort,
            equity or
            otherwise, and any and all liens or claims of liens or any right against
            any
            labor and/or material bond Subcontractor has, may have had or may have
            in the
            future arising out of Subcontractor's performance of work on the Subproject.
 
 The
            Subcontractor
            represents that all of its payment obligations, legal, equitable, or
            otherwise,
            relating to or arising out of its work on the Subproject have been fully
            satisfied, including, but not limited to obligations relating to:
 ·
                  Employees,
                      laborers, materialmen and subcontractors employed by the
                      Subcontractor;
 ·
                  Labor,
                      materials, equipment and supplies furnished by others to the
                      Subcontractor; and
 ·
                  Sales
                      and use
                      taxes, social security taxes, income tax withholding, unemployment
                      insurance, privilege taxes, license fees, and any other taxes
                      and
                      obligations imposed by governmental authorities.
 
 This
            Final Lien
            Waiver is freely and voluntarily given and the Subcontractor acknowledges
            and
            represents that it has fully reviewed the terms and conditions of this
            Final
            Lien Waiver, that it is fully informed with respect to the legal effect
            of this
            Final Lien Waiver, and that it has voluntarily chosen to accept the terms
            and
            conditions of this Final Lien Waiver in return for the payment recited
            above.
  ***[NAME
                    OF SUBCONTRACTOR]***By:Title
 
 
 
 **AFFIDAVIT**
 On
            this ____ day of _________________, 20____, before me appeared the above-signed,
            known or identified to me personally, who, being first duly sworn, did
            say that
            the information provided in this document is true and accurate, this
            document
            was signed under oath personally and on behalf of Subcontractor, and
            that this
            Affidavit was executed as a free act and deed of Subcontractor.
  Notary
                    PublicMy
                    term Expires
                    (date):___________________
 
   Page
                1 of
                1
 *EXECUTION
                        COPY*
 **EXHIBIT
                    6.3(C)**
  **FINAL
            COMPLETION CERTIFICATE**
   __________________________________,
            a(n) ________________ corporation ("Contractor"), in
            accordance with
            Section 6.3(C) of the General Terms and Conditions for Engineering, Procurement,
            and Construction, dated __________________, 2005 (the "Agreement"), between
            Contractor and FirstEnergy Generation Corp., an Ohio corporation
            ("FirstEnergy"), does hereby certify that[, with respect to Subproject
            #___ of
            the W.H. Sammis Plant]:
 
 1.
            Contractor has achieved Mechanical Completion of the Subproject;
 
 2.
            Contractor has delivered to FirstEnergy a Final Lien Waiver, and Final
            Lien
            Waivers from each of its Subcontractors involved in the Subcontract,
            each in the
            form of Exhibit
            6.3(A) to the Agreement;
 
 3.
            Contractor has transferred to FirstEnergy all final documentation, records,
            Drawings and Specifications, and test reports required by the Agreement
            to be
            delivered to FirstEnergy.
 
 4.
            Contractor has assigned or provided to FirstEnergy all warranties relating
            to
            the Subproject to the extent Contractor is required to do so under the
            Agreement;
 
 5.
            Contractor has obtained all Contractor Permits required in connection
            with the
            performance of the Subproject;
 
 6.
            Contractor has removed all Hazardous Substances brought onto, stored,
            used or
            located on the Site by Contractor or its Subcontractors in connection
            with the
            delivery, installation, or testing of the Subproject (unless the same
            have been
            permanently incorporated into the work in accordance with the Agreement
            and
            Applicable Law or unless the Parties have mutually agreed the same are
            required
            to support other on-going Contractor work);
 
 7.
            Contractor has removed all its supplies, waste, materials, rubbish, and
            temporary facilities from the Site (except to the extent the Parties
            have
            mutually agreed the same are required to support other on-going Contractor
            work);
 
 8.
            All Subcontractors have been finally paid, except for the disputed amounts
            listed below (but without limiting Contractor’s obligations under Article 14 and
            Section 6.4 of the Agreement.
 
 Capitalized
            terms
            used herein which are not defined shall have the meaning ascribed to
            such terms
            in the Agreement.
 
 IN
            WITNESS WHEREOF, Contractor has caused this Notice of Final Completion
            to be
            duly executed and delivered this ____ day of ______________, 20____.
   ***[NAME
                      OF CONTRACTOR]***By:Title:
  Page
                1 of
                1
 CONFIDENTIAL
                    TREATMENT REQUESTED
 *EXECUTION
                  COPY* **EXHIBIT
                    6.5**
 **SCHEDULE
            LIQUIDATED DAMAGES**
 
 SCHEDULE
            LIQUIDATED DAMAGES (Wrap Arrangement)
 
 For
            each day after
            the Guaranteed Final Completion date, but prior to 12/31/2010 (the “NSR Consent
            Decree Date”), that the Final Completion of an AQC Unit is delayed, the
            Contractor shall pay FirstEnergy an amount equal to the amount of the
            liquidated
            damages provided in the contract between the OEM and the Contractor regardless
            of whether Contractor or its Subcontractors (including the OEM) are at
            fault
            (but except to the extent FirstEnergy or FE Vendors are at fault or the
            Guaranteed Final Completion Date is extended pursuant to a Change Order)
            and
            regardless of the ability of the Contractor to ultimately collect such
            liquidated damages from the OEM. Contractor shall use best efforts to
            obtain, in
            such OEM contract, a liquidated damages rate of {$******] for each megawatt
            of
            NDC (defined in Exhibit
            7.2 )
            on the affected
            Generating Unit for each day of delay prior to the NSR Consent Decree
            Date (e.g.
            for the 300 MW Sammis Unit 5, the rate would be {$******] per day of
            delay).
 
 For
            each day after
            the NSR Consent Decree Date that the Final Completion of an AQC Unit
            is delayed,
            the Contractor shall pay FirstEnergy an amount equal to the amount of
            the
            liquidated damages provided in the contract between the OEM and the Contractor
            regardless of whether Contractor or its Subcontractors (including the
            OEM) are
            at fault (but except to the extent FirstEnergy or FE Vendors are at fault
            or the
            Guaranteed Final Completion Date is extended pursuant to a Change Order)
            and
            regardless of the ability of the Contractor to ultimately collect such
            liquidated damages from the OEM. Contractor shall use best efforts to
            obtain, in
            such OEM contract, a liquidated damages rate of {$******] for each megawatt
            of
            NDC on the affected Generating Unit for each day of delay after the NSR
            Consent
            Decree Date (e.g. for the 300 MW Sammis Unit 5, the rate would be {$******]
            per
            day of delay).
 
 In
            addition, with respect to an AQC Unit, for each Outage Day (defined in Exhibit
            7.2 )
            beyond [******]
            days the Contractor uses during the Corrective Action Period (defined
            in Exhibit
            7.2 ),
            the Contractor
            shall pay FirstEnergy the an amount equal to the amount of liquidated
            damages
            provided in the contract between the OEM and the Contractor regardless
            of
            whether Contractor or its Subcontractors (including the OEM) are at fault
            (but
            except to the extent FirstEnergy or FE Vendors are at fault or the Guaranteed
            Final Completion Date is extended pursuant to a Change Order) and regardless
            of
            the ability of the Contractor to ultimately collect such liquidated damages
            from
            the OEM. Contractor shall use best efforts to obtain, in such OEM contract,
            a
            liquidated damages rate of {$******] for each affected megawatt of NDC
            on the
            affected Generating Unit for each Outage Day (e.g. for the 300 MW Sammis
            Unit 5,
            the rate would be {$******] per Outage Day).
 
 In
            addition, with respect to each Subproject or AQC Unit, in the event that
            Final
            Document Delivery has not been achieved by the date that Final Completion
            is
            achieved, Contractor shall pay FirstEnergy as liquidated damages {$******]
            per
            day until Final Document Delivery occurs.
 
 *SCHEDULE
            LIQUIDATED DAMAGES (FE Vendor Arrangement)*
 
 With
            respect to an
            AQC Unit, for each day after the Guaranteed Final Completion date, but
            prior to
            the NSR Consent Decree Date, that the Final Completion is delayed, but
            only for
            that portion of such delay caused by the Contractor, the Contractor shall
            pay
            FirstEnergy as Liquidated Damages {$******] for each megawatt of NDC
            on the
            affected Generating Unit for each day of delay (e.g. for the 300 MW Sammis
            Unit
            5, the rate would be {$******] per day of delay) and for each day after
            the NSR
            Consent Decree Date that the Final Completion is delayed, but only for
            that
            portion of such delay caused by the Contractor, the Contractor shall
            pay
            FirstEnergy as liquidated damages {$******] for each megawatt of NDC
            on the
            affected Generating Unit for each day of delay (e.g. for the 300 MW Sammis
            Unit
            5, the rate would be {$******]/day of delay).
 
 Page
                1 of
                2
 CONFIDENTIAL
                    TREATMENT REQUESTED
 *EXECUTION
                        COPY*
 **EXHIBIT
                    6.5**
  In
            addition, with respect to an AQC Unit, for each Outage Day beyond [******]
            days
            the Contractor uses during the Corrective Action Period, the Contractor
            shall
            pay FirstEnergy as liquidated damages, but only for that portion of such
            Outage
            Days caused by the Contractor, {$******] for each megawatt of NDC on
            the
            affected Generating unit for each Outage Day (e.g. for the 300 MW Sammis
            Unit 5,
            the rate would be {$******] Outage Day of delay).
 
 In
            addition, with respect to each Subproject or AQC Unit, in the event that
            Final
            Document Delivery has not been achieved by the date that Final Completion
            is
            achieved, Contractor shall pay FirstEnergy as Liquidated Damages {$******]
            per
            day until Final Document Delivery occurs.
 
 The
            Parties
            anticipate that the Project Schedule for the Subproject associated with
            Generating Units 1 through 4 of the Sammis Plant will designate a separate
            Guaranteed Final Completion Date for each AQC Unit within that Subproject.
            At
            the election of FirstEnergy, the Project Schedule for the Subproject
            associated
            with Sammis Plant Generating Units 5, 6, and 7 will designate either
            a single
            Guaranteed Final Completion Date for all AQC Units within that Subproject,
            or
            separate Guaranteed Final Completion Dates for each AQC Unit within that
            Subproject (with an adequate time allowed between the Scheduled Mechanical
            Completion Dates established for Generating Units 5, 6, and 7).
 
 Contractor’s
            liability for Schedule Liquidated Damages for AQC Units associated with
            Sammis
            Plant Generating Units 1 through 4 shall in no event exceed the amount
            of the
            [******] on the total Subproject.
 
 The
            limitation on
            the amount of Schedule Liquidated Damages for the AQC Units associated
            with
            Sammis Plant Generating Units 5, 6, and 7 shall be determined during
            the
            Development Phase as follows:
  i)
                  If
                      FirstEnergy elects to designate a single Guaranteed Final Completion
                      Date
                      for all AQC Units within that Subproject, then the Parties
                      will treat all
                      such AQC Units as one Subproject for purposes of the application
                      of
                      Schedule Liquidated Damages, and the Project Schedule will
                      include an
                      adequate time allowed between the Scheduled Mechanical Completion
                      Dates
                      established for the AQC Units associated with Generating Units
                      5, 6, and
                      7. In such case, Contractor’s liability for the Schedule Liquidated
                      Damages for the Subproject shall in no event exceed the amount
                      of the
                      [******] on the total Subproject.
  ii)
                  If
                      FirstEnergy elects to designate separate Guaranteed Final Completion
                      Dates
                      for each AQC Unit within that Subproject, then the Parties
                      will treat such
                      AQC Units separately for purposes of the application of Schedule
                      Liquidated Damages. In such case, Contractor’s liability for the Schedule
                      Liquidated Damages for each AQC Unit shall in no event exceed
                      the amount
                      of the [******] on that AQC Unit.
  Page
              2 of
              2
 *EXECUTION
                  COPY*
 **EXHIBIT
                  7.2**
  
 **RELIABILITY
          STANDARD, PERFORMANCE GUARANTEES AND PERFORMANCE LIQUIDATED
          DAMAGES**
 RELIABILITY
          STANDARD
 
 As
          a prerequisite for Final Completion of an AQC Unit such AQC Unit shall
          complete
          a reliability test consisting of a 30 consecutive day run (the “Reliability
          Standard”).
 
 An
          AQC Unit shall be deemed to have successfully met the Reliability Standard
          if
          the following criteria (or such criteria as may be negotiated with the
          OEM
          during the Development Phase; Contractor shall use best efforts to obtain
          the
          criteria listed below in the contract between the OEM and Contractor are
          met:
 1.
                During
                    the
                    reliability test, the average outlet emission rate is 0.10 lb./MMBTU
                    or
                    less for SO2with respect
                    to AQC Units 5, 6, and 7 of the W.H. Sammis facility as measured
                    by the
                    AQC Unit CEMS. The acceptable average outlet emission rate with
                    respect to
                    AQC Units 1 - 4 will be determined during the Development Phase
                    for that
                    Subproject.
 2.
                The
                    AQC Unit
                    does not cause the associated Generating Unit output to be restricted
                    during the duration of the test.
 3.
                No
                    auxiliary,
                    standby or temporary equipment or machinery is used during the
                    performance
                    of the test, unless otherwise approved by FirstEnergy (however,
                    installed
                    redundant, permanent plant equipment may be used during the
                    test).
 4.
                The
                    AQC Unit
                    is operated in its normal mode of operation while the test is
                    being
                    conducted, which shall consist of;
 (i)
                the
                    operation
                    of the AQC Unit as a whole in accordance with the Specifications
                    and the
                    operating instructions supplied by the Contractor and approved
                    by
                    FirstEnergy during the Development
                    Phase;
 (ii)
                the
                    operation
                    of all AQC Unit systems within the manufacturers’ specifications and
                    without over-stressing or over-pressurizing any such systems;
                    and
 (iii)
                the
                    Generating Unit is operating on the range of fuels shown in Exhibit
                    7.2
                    -1.
 
 The
          test shall be
          run by the Contractor utilizing FirstEnergy’s personnel by means of supervising
          and directing FirstEnergy’s supervisor(s); it being agreed by the parties that
          FirstEnergy’s personnel shall not be (or deemed to be) employees of the
          Contractor. However, the use of FirstEnergy’s personnel by the Contractor shall
          not relieve the Contractor of any liability or responsibility under this
          Agreement. FirstEnergy shall reasonably make available a set of operating
          spare
          parts for the Subproject available for Contractor’s use during the performance
          test. The operating spare parts inventory requirements will be established
          during the Development Phase.
 
 In
          the event the Contractor fails to successfully meet the Reliability Standard
          after a test run, it shall promptly thereafter submit a plan to correct
          the work
          including an explanation of the reason for failure of the test, the tasks
          anticipated to correct the deficiencies, duration of the tasks and their
          critical path, the outages required and a cost estimate (the “Corrective Action
          Plan”). The Corrective Action Plan will be subject to timely and reasonable
          review and approval by FirstEnergy. Once the Corrective Action Plan is
          approved,
          the Contractor will execute the plan and re-perform the test. The Contractor
          shall repeat this procedure until the Reliability Standard has been
          met.
 
 If,
          during the
          course of performing the test, the Generating Unit operation causes the
          Subproject to fail the test through no fault of the Contractor or the Subproject
          itself, the test will be suspended until the Generating Unit is returned
          to
          service. Once the AQC Unit is returned to service, the Contractor will
          continue
          the test counting from the day it had been suspended as if no interruption
          had
          occurred. Contractor will be given a day for day extension of the Corrective
          Action Period, if required, to complete such suspended test, and a Change
          Order
          to reflect adjustments to the Guaranteed Final Completion Date (and any
          other
          appropriate changes to the Changed Criteria) shall be completed.
  
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 CONFIDENTIAL
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 *EXECUTION
                      COPY*
 **EXHIBIT
                  7.2**
  PERFORMANCE
          GUARANTEES (Wrap Arrangement)
 
 Performance
          Guarantees for an AQC Unit under a Wrap Arrangement are as follows:
  ·
                  SO2Emission
                      Removal Rate Guarantee:
                  [******%]
                      (or
                      such amount as may be negotiated with the OEM during the Development
                      Phase; Contractor shall use best efforts to obtain a [******%]
                      SO2emission
                      removal rate guarantee in the contract between the OEM and
                      Contractor.)****
 ·
                    Auxiliary
                        Power Guarantee:
                    To
                        be set
                        during the Development Phase for the Subproject but will
                        include all new
                        loads associated with a given Subproject and any modification
                        of existing
                        loads (e.g. fan upgrades etc.) for a Subproject. For purposes
                        of the
                        Auxiliary Power Guarantee, allocation of new and existing
                        electric loads
                        between the AQC Units will be established during the Development
                        Phase.
 All
          Performance
          Guarantees are to be met while the Generating Unit operates at its Net
          Demonstrated Capacity (which capacity FirstEnergy shall reasonably document
          for
          Contractor) as modified by the additional auxiliary loads related to the
          Subproject (“NDC”) with consumables meeting the criteria set forth in the Design
          Fuel range as defined in Exhibit 7.2 -1 and the Design Reagent range.
          FirstEnergy and Contractor will establish the Design Reagent range during
          the
          Development Phase for the Subproject. During the performance test, there
          should
          be no net increase in front half filterable PM emissions for AQC Units
          6 & 7
          between inlet and outlet of the new WFGD systems for units 6 and 7, using
          reference methods specified in 40 CFR Part 60, Appendix A, Method 5, or
          Method
          5B, in support of FirstEnergy's commitments within the NSR Consent
          Decree.
 
 PERFORMANCE
          GUARANTEES (FE Vendor Arrangement)
 
 Performance
          Guarantees, Design Fuel range, and Design Reagent range under a FE Vendor
          Arrangement will be set between the OEM for each Subproject and FirstEnergy
          and
          coordinated with Bechtel. Contractor shall be liable with respect to such
          Performance Guarantees to the extent Contractor contributes to any performance
          shortfall.
 
 ***CORRECTIVE
          ACTION PERIOD***
 
 For
          purposes of
          this Exhibit
          7.2 ,
          the “Operation
          Date” with respect to an AQC Unit shall mean the date which is [******] days
          prior to the Guaranteed Final Completion Date. If the Contractor fails
          to meet
          any of the Performance Guarantees, excluding the Reliability Standard,
          by the
          Operation Date, Contractor will be permitted a [******] day period to correct
          deficiencies in the work (the “Corrective Action Period”). During the Corrective
          Action Period the Contractor will be allowed an aggregate of [******] days
          during which the Generating Unit may be taken out of service at Contractor’s
          request without schedule Liquidated Damages and during which Contractor
          shall
          have reasonably unimpeded access to the Subproject in order to correct
          any such
          deficiencies (“Outage Days”). Once FirstEnergy has reviewed and approved the
          Corrective Action Plan the Contractor will implement the plan. FirstEnergy
          may
          modify the dates of any Outage Days at FirstEnergy’s sole discretion; however,
          at the end of the Corrective Action Period, if Contractor has not met the
          Performance Guarantees and FE has not provided at least [******] Outage
          Days
          during the Corrective Action Period, an extension of the Corrective Action
          Period and the Guaranteed Final Completion Date will be granted in accordance
          with Section 9.2 to allow scheduling of additional Outage Days. The number
          of
          additional Outage Days will be equal to the lessor of (i) the number of
          Outage
          Days requested by Contractor and denied by FirstEnergy during the original
          Corrective Action Period, or (ii) the difference between [******] days
          and the
          number of Outage Days actually used by Contractor during the initial Corrective
          Action Period.
  Contractor
          shall
          work diligently to minimize the length of any required extension of the
          Correction Period.
  Prior
          to Final
          Completion, FirstEnergy will work with the Contractor to allow Contractor
          additional access to the AQC Unit during any outages that are not related
          to the
          Subproject. Such access shall be granted at FirstEnergy’s sole discretion. The
          AE/Constructor will pay Schedule Liquidated Damages for any Outage Days
          taken in
          excess of the permitted [*****] Outage Days as provided in Exhibit
          6.5.
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 *EXECUTION
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                  7.2**
  Contractor
          shall
          use best efforts to obtain, in the contract between the OEM and Contractor,
          provisions for a Corrective Action Period and Outage Days similar to those
          provisions above. Contractor and FirstEnergy shall mutually determine the
          terms
          of the Corrective Action Period if the foregoing provisions cannot be obtained
          from an OEM.
  
 PERFORMANCE
          LIQUIDATED DAMAGES (Wrap Arrangement)
 
 
 ·
                SO2Emission
                    Removal Rate Guarantee:
 
 The
          SO 2 removal rate for
          an AQC Unit should be greater than or equal to the SO 2 Emission Removal
          Rate Guarantee by the Guaranteed Final Completion Date. If the SO 2 removal rate for
          an AQC Unit is less than the SO 2 Emission Removal
          Rate Guarantee, the Contractor shall pay FirstEnergy, as Liquidated Damages,
          the
          liquidated damages provided in the contract between the OEM and the Contractor
          regardless of whether Contractor or its Subcontractors (including the OEM)
          are
          at fault (but except to the extent FirstEnergy or FE Vendors are at fault
          or the
          Performance Guarantee(s) has changed pursuant to a ChangeOrder) and regardless
          of the ability of the Contractor to ultimately collect such liquidated
          damages
          from the OEM. Contractor shall use best efforts to obtain, in such OEM
          contract,
          a liquidated damages rate of [$******] for each 0.1 percentage point by
          which
          the actual SO 2 removal rate is
          less than the SO 2 Emission Removal
          Rate Guarantee for each AQC Unit,
 
 ·
                Auxiliary
                    Power Guarantee:
 
 The
          auxiliary power
          requirements for an AQC Unit should be less than or equal to the Auxiliary
          Power
          Guarantee by the Guaranteed Final Completion Date. If the auxiliary power
          requirements of an AQC Unit are greater than the Auxiliary Power Guarantee,
          the
          Contractor shall pay FirstEnergy, as Liquidated Damages, the liquidated
          damages
          provided in the contract between the OEM and the Contractor regardless
          of
          whether Contractor or its Subcontractors (including the OEM) are at fault
          (but
          except to the extent FirstEnergy or FE Vendors are at fault or the Performance
          Guarantee(s) has changed pursuant to a ChangeOrder) and regardless of the
          ability of the Contractor to ultimately collect such liquidated damages
          from the
          OEM. Contractor shall use best efforts to obtain, in such OEM contract,
          a
          liquidated damages rate of [$******] for each kilowatt by which the actual
          auxiliary power requirements of an AQC Unit, are greater than the Auxiliary
          Power Guarantee.
 
 Contractor’s
          aggregate payment for all Performance Liquidated Damages for the Subproject
          conducted under the Wrap Arrangement is limited to the amount of the performance
          liquidated damages provided in the contract between the OEM (for purposes
          of
          clarification, it is anticipated that there will be only one (1) OEM for
          this
          Subproject) and the Contractor (subject to further limitation by the aggregate
          overall Liquidated Damages cap provided in such contract as applicable),
          regardless of whether Contractor or the OEM is at fault (but except to
          the
          extent FirstEnergy or FE Vendors are at fault or the Performance Guarantee(s)
          has changed pursuant to a Change Order) and regardless of the ability of
          the
          Contractor to ultimately collect such performance liquidated damages from
          the
          OEM, provided that, in the event such cap exceeds[$******], Contractor
          shall -be
          required to pay any amount in excess of [$******] in the cumulative aggregate
          only to the extent such excess is collected from the OEM. Contractor shall
          use
          best efforts to obtain, in such OEM contract, a liquidated damages aggregate
          payment cap of at least[$******].
 
 PERFORMANCE
          LIQUIDATED DAMAGES (FE Vendor Arrangement)
 
 ·
                SO2Emission
                    Removal Rate Guarantee:
 
 The
          SO 2 removal rate for
          an AQC Unit should be greater than or equal to the SO 2 Emission Removal
          Rate Guarantee negotiated with the OEM by the Guaranteed Final Completion
          Date.
          If the SO 2 removal rate for
          an AQC Unit is less than the SO 2 Emission Removal
          Rate Guarantee, but only to the extent the Contractor contributes to such
          shortfall, the Contractor shall pay ****** FirstEnergy,
          as
          liquidated damages, [$******] for each 0.1 percentage point (i.e., prorated
          for
          the extent the Contractor contributed to such shortfall) by which the AQC
          Unit’s
          actual SO 2 removal rate is
          less than the SO 2 Emission Removal
          Rate Guarantee.
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 CONFIDENTIAL
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 *EXECUTION
                      COPY*
 **EXHIBIT
                  7.2**
   ·
                Auxiliary
                    Power Guarantee:
 
 The
          auxiliary power
          requirements for each AQC Unit should be less than or equal to the Auxiliary
          Power Guarantee by the Guaranteed Final Completion Date. If the auxiliary
          power
          requirements for an AQC unit are greater than the Auxiliary Power Guarantee,
          but
          only to the extent the Contractor contributes to such excess, the Contractor
          shall pay FirstEnergy as Liquidated Damages, [$******] for each kilowatt
          (i.e.,
          prorated for the extent the Contractor contributed to such shortfall) by
          which
          the actual auxiliary power requirements of an AQC Unit are greater than
          the
          Auxiliary Power Guarantee.
 
 
 The
          parties shall
          jointly develop a test procedure to reflect the above during the Development
          Phase of each Subproject.
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 *EXECUTION
                  COPY*
 **EXHIBIT
                  7.2-1**
  **DESIGN
            FUEL**
 
 **Proximate
              Analysis (As Received)**
   **Design
                        Fuel**
                    **Design****Range****Moisture,
                        wt.%**
                    5.52
                    5.0
                        -
                        15.2**Volatiles,
                        wt.%**
                    37.27
                    33.0
                        -
                        38.0**Ash,
                        wt.%**
                    9.25
                    7.0
                        -
                        10.2**Fixed
                        Carbon, wt.%**
                    49.41
                    44.0
                        -
                        50.0**Sulfur,
                        wt.%**
                    2.57
                    1.2
                        -
                        2.7***Heat
                        Content, BTU/Lb.**
                    12,962
                    11,100
                        -
                        13,000**SO****2****,
                        Lb./MMBTU**
                    4.00
                    2.00
                        -
                        4.15
   *
            Uncontrolled SO 2 Lb./MMBTU values
            will govern design guarantees, not the sulfur wt. % values.
 
 This
            is FirstEnergy
            Reliable Information
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 *EXECUTION
                        COPY*
                      **EXHIBIT
                        8.2**
  **W.A.
                            Sammis Plant AQC Project(s)**
                        
                        CSCO
                            No.**Contracted
                            Services Change Order and**
                        
                        
                        ******Pricing
                            Sheet**
 
 Issued
                            To
                        P.O.
                            No.****Contractor
                            Representative
                        Location/Unit
                        Other
                            No.****
                        ****
 
 Initiated
                            By
                        DateContr
                        
                        FE
                            Const
                        
                        Engineering
                        
                        Purchasing
                        
                        Other
                        
                        ****Extra
                            Work/Field Change
                        Design
                            Change
                        Scope
                            ChangePrice
                            Before
                            Work/Commence Upon Receipt of a Formal Change OrderWork
                            Before
                            Price/Schedule Urgent/Commence Work Upon Receipt of a
                            Signed Notice to
                            Proceed
 
 Schedule
                            Start Work, This CSCO:
                        ****
                        
                        Complete
                            Work, This CSCO:
                        ****
 
 Schedule
                            Impact:
                        
                        Yes
                        
                        No****
 
 Comments:
 
 Estimated
                            by:Estimated
                            Agreed Price: $
                        
                        
                        Date:
                        
                        
                        
                        ContractorFirstEnergyCost
                            Reimbursable
                        T&M
                            Not
                            to Exceed
                        
                        Firm
                            PriceOther
 
 Backcharge
                        To
                          Whom
                        Contract/PO
                            No.Yes
                        No
 
 Description
                            of Work:Drawings/Sketches
                            Attached
                        
                        Yes
                        
                        NA
                        No
                        Previously
                            TransmittedRevised
                            Specification Attached
                        
                        Yes
                        
                        NA
                        No
                        Previously
                            Transmitted
 
 Contractor
                            to
                            Coordinate All Work Through:
                        
                        
                        Phone:
                        ****Authorized
                            By:
                        ****
                        
                        Date:
                        ****
 **Copies
                to:** TBD
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