**Exhibit 10.01**

 
| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

**Execution Version**

 

**ENGINEERING,PROCUREMENT AND CONSTRUCTIONAGREEMENTBETWEENSOUTH CAROLINA ELECTRIC & GAS COMPANY, FOR ITSELF AND AS AGENT FOR THE SOUTH CAROLINA PUBLIC SERVICE AUTHORITY, AS OWNER ANDA CONSORTIUM CONSISTING OF WESTINGHOUSE ELECTRIC COMPANY LLC AND STONE & WEBSTER, INC., AS CONTRACTORFOR AP1000 NUCLEAR POWER PLANTS**

** **

**DATEDAS OF MAY 23, 2008**

 

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“[**]” in this Exhibit 10.01indicates material that has been omitted pursuant to a request for confidentialtreatment and filed separately with the Securities and Exchange Commission.

 

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| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

**TABLE OFCONTENTS**

 
| ** **                                               | ** ** | ** **                                                                   | **Page** |
|----------------------------------------------------------|------------|------------------------------------------------------------------------------|----------|
|                                                     |       |                                                                         |     |
| ARTICLE 1– DEFINITIONS                              | 2          |
|                                                     |       |                                                                         |     |
| ARTICLE 2– INTERPRETATION                           | 16         |
|                                                     |       |                                                                         |     |
| ARTICLE 3– SCOPE OF WORK                            | 17         |
|                                                     |       |                                                                         |     |
| 3.1                                                      |       | General                                                                      | 17       |
|                                                     |       |                                                                         |     |
| 3.2                                                      |       | Phases of the Work                                                           | 17       |
|                                                     |       |                                                                         |     |
| 3.3                                                      |       | Project Schedule                                                             | 18       |
|                                                     |       |                                                                         |     |
| 3.4                                                      |       | Not Used                                                                     | 18       |
|                                                     |       |                                                                         |     |
| 3.5                                                      |       | Contractor Responsibilities                                                  | 19       |
|                                                     |       |                                                                         |     |
| 3.6                                                      |       | Owner’s Responsibilities                                                | 21       |
|                                                     |       |                                                                         |     |
| 3.7                                                      |       | Subcontractors                                                               | 23       |
|                                                     |       |                                                                         |     |
| ARTICLE 4– FACILITY LICENSES, PERMITS AND APPROVALS | 27         |
|                                                     |       |                                                                         |     |
| 4.1                                                      |       | Owner Permits                                                                | 27       |
|                                                     |       |                                                                         |     |
| 4.2                                                      |       | Contractor Permits                                                           | 28       |
|                                                     |       |                                                                         |     |
| 4.3                                                      |       | ITAACs                                                                       | 28       |
|                                                     |       |                                                                         |     |
| ARTICLE 5– QUALITY ASSURANCE                        | 28         |
|                                                     |       |                                                                         |     |
| 5.1                                                      |       | Quality Assurance                                                            | 28       |
|                                                     |       |                                                                         |     |
| 5.2                                                      |       | Reporting of Defects, Noncompliance, Failures and Breakdowns of QA  Programs | 29       |
|                                                     |       |                                                                         |     |
| 5.3                                                      |       | Quality Control and Inspection Activities                                    | 30       |
|                                                     |       |                                                                         |     |
| 5.4                                                      |       | Access and Auditing at Contractor Facilities                                 | 30       |
|                                                     |       |                                                                         |     |
| 5.5                                                      |       | Access and Audits at Subcontractors’ Facilities                         | 30       |
|                                                     |       |                                                                         |     |
| 5.6                                                      |       | Witness and Hold Points                                                      | 31       |
|                                                     |       |                                                                         |     |
| 5.7                                                      |       | Owner’s Right to Inspect and Stop Work                                  | 32       |
|                                                     |       |                                                                         |     |
| ARTICLE 6– CONTRACT PRICE                           | 32         |
|                                                     |       |                                                                         |     |
| 6.1                                                      |       | Components of the Contract Price                                             | 32       |
|                                                     |       |                                                                         |     |
| 6.2                                                      |       | [**]                                                                         | 32       |
|                                                     |       |                                                                         |     |
| 6.3                                                      |       | Future Fuel Agreement and Services Agreement                                 | 33       |
|                                                     |       |                                                                         |     |
| ARTICLE 7– PRICE ADJUSTMENT PROVISIONS              | 34         |
|                                                     |       |                                                                         |     |
| ARTICLE 8– PAYMENTS                                 | 34         |
|                                                     |       |
| 8.1                                                      |       | Target Price and Time and Materials Payments                                 | 34       |

 

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“[**]” in this Exhibit 10.01indicates material that has been omitted pursuant to a request for confidentialtreatment and filed separately with the Securities and Exchange Commission.

 

-i-

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| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

**TABLEOF CONTENTS**

** **

(continued)

 
|                                          |   |                                       | **Page** |
|-----------------------------------------------|--------|--------------------------------------------|----------|
|                                          |   |                                       |     |
| 8.2                                           |   | Milestone Payments                         | 35       |
|                                          |   |                                       |     |
| 8.3                                           |   | Final Payment                              | 35       |
|                                          |   |                                       |     |
| 8.4                                           |   | Supporting Documentation; Payment Disputes | 36       |
|                                          |   |                                       |     |
| 8.5                                           |   | No Acceptance by Payment                   | 37       |
|                                          |   |                                       |     |
| 8.6                                           |   | Security for Payment and Performance       | 37       |
|                                          |   |                                       |     |
| 8.7                                           |   | Separate Payments for Consortium Members   | 38       |
|                                          |   |                                       |     |
| ARTICLE 9– CHANGES IN THE WORK           | 38     |
|                                          |   |                                       |     |
| 9.1                                           |   | Entitlement to Change Order                | 38       |
|                                          |   |                                       |     |
| 9.2                                           |   | Owner-Directed Changes                     | 39       |
|                                          |   |                                       |     |
| 9.3                                           |   | Effect of Changes                          | 39       |
|                                          |   |                                       |     |
| 9.4                                           |   | Change Orders                              | 40       |
|                                          |   |                                       |     |
| 9.5                                           |   | Disputes over Changes                      | 41       |
|                                          |   |                                       |     |
| 9.6                                           |   | Changes for Contractor’s Convenience  | 41       |
|                                          |   |                                       |     |
| 9.7                                           |   | Optional Services and Equipment            | 42       |
|                                          |   |                                       |     |
| 9.8                                           |   | Changes in Import Fees and Duties          | 42       |
|                                          |   |                                       |     |
| ARTICLE 10– UNCONTROLLABLE CIRCUMSTANCES | 42     |
|                                          |   |                                       |     |
| 10.1                                          |   | Performance Excused                        | 42       |
|                                          |   |                                       |     |
| 10.2                                          |   | Notice                                     | 42       |
|                                          |   |                                       |     |
| ARTICLE 11– TESTING                      | 43     |
|                                          |   |                                       |     |
| 11.1                                          |   | Scope and Objective of Testing             | 43       |
|                                          |   |                                       |     |
| 11.2                                          |   | Construction and Installation Tests        | 43       |
|                                          |   |                                       |     |
| 11.3                                          |   | Preoperational System Tests                | 44       |
|                                          |   |                                       |     |
| 11.4                                          |   | Startup Tests Objectives and Protocol      | 45       |
|                                          |   |                                       |     |
| 11.5                                          |   | Performance Tests                          | 47       |
|                                          |   |                                       |     |
| 11.6                                          |   | Net Unit Electrical Output Guarantee       | 49       |
|                                          |   |                                       |     |
| ARTICLE 12– STAGES OF COMPLETION         | 51     |
|                                          |   |                                       |     |
| 12.1                                          |   | Turnover                                   | 51       |
|                                          |   |                                       |     |
| 12.2                                          |   | Preoperational Test Completion             | 52       |
|                                          |   |                                       |     |
| 12.3                                          |   | Startup Test Completion                    | 52       |
|                                          |   |                                       |     |
| 12.4                                          |   | Substantial Completion                     | 53       |
|                                               |        |                                            |          |  |

 

----

“[**]” in this Exhibit 10.01indicates material that has been omitted pursuant to a request for confidentialtreatment and filed separately with the Securities and Exchange Commission.

 

ii

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| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

**TABLEOF CONTENTS**

 

(continued)

 
|                                     |   |                                     | **Page** |
|------------------------------------------|--------|------------------------------------------|----------|
|                                     |   |                                     |     |
| 12.5                                     |   | Punch List                               | 53       |
|                                     |   |                                     |     |
| 12.6                                     |   | Final Completion                         | 53       |
|                                     |   |                                     |     |
| ARTICLE 13– LIQUIDATED DAMAGES      | 54     |
|                                     |   |                                     |     |
| 13.1                                     |   | Delay Liquidated Damages                 | 54       |
|                                     |   |                                     |     |
| 13.2                                     |   | Performance Liquidated Damages           | 55       |
|                                     |   |                                     |     |
| 13.3                                     |   | Performance Bonus                        | 55       |
|                                     |   |                                     |     |
| 13.4                                     |   | Payment                                  | 55       |
|                                     |   |                                     |     |
| ARTICLE 14– WARRANTY                | 56     |
|                                     |   |                                     |     |
| 14.1                                     |   | Equipment                                | 56       |
|                                     |   |                                     |     |
| 14.2                                     |   | Services Warranty                        | 60       |
|                                     |   |                                     |     |
| 14.3                                     |   | Warranty of Title                        | 60       |
|                                     |   |                                     |     |
| 14.4                                     |   | Limitations and Disclaimers              | 61       |
|                                     |   |                                     |     |
| 14.5                                     |   | Extended Equipment Warranty              | 62       |
|                                     |   |                                     |     |
| 14.6                                     |   | Limitation on Warranty Liability         | 62       |
|                                     |   |                                     |     |
| ARTICLE 15– INDEMNITY               | 62     |
|                                     |   |                                     |     |
| 15.1                                     |   | Contractor Indemnity                     | 62       |
|                                     |   |                                     |     |
| 15.2                                     |   | Owner’s Indemnity                   | 63       |
|                                     |   |                                     |     |
| 15.3                                     |   | Intellectual Property Indemnity          | 63       |
|                                     |   |                                     |     |
| 15.4                                     |   | Owner’s Nuclear Incident Indemnity  | 64       |
|                                     |   |                                     |     |
| 15.5                                     |   | Indemnity Procedures                     | 65       |
|                                     |   |                                     |     |
| ARTICLE 16– INSURANCE               | 66     |
|                                     |   |                                     |     |
| 16.1                                     |   | Phase I Insurance Requirements           | 66       |
|                                     |   |                                     |     |
| 16.2                                     |   | Phase II Insurance Requirements          | 67       |
|                                     |   |                                     |     |
| 16.3                                     |   | Provisions Applicable to all  Coverages  | 69       |
|                                     |   |                                     |     |
| ARTICLE 17– LIMITATION OF LIABILITY | 70     |
|                                     |   |                                     |     |
| 17.1                                     |   | No Consequential Damages                 | 70       |
|                                     |   |                                     |     |
| 17.2                                     |   | Maximum Total Liability; Time Limitation | 70       |
|                                     |   |                                     |     |
| 17.3                                     |   | Division of Liability                    | 71       |
|                                     |   |                                     |     |
| ARTICLE 18– LIENS                   | 71     |
|                                     |   |                                     |     |
| 18.1                                     |   | Liens                                    | 71       |

 

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“[**]” in this Exhibit 10.01indicates material that has been omitted pursuant to a request for confidentialtreatment and filed separately with the Securities and Exchange Commission.

 

iii

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| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

**TABLEOF CONTENTS**

** **

(continued)

 
|                                                |   |                                                                 | **Page** |
|-----------------------------------------------------|--------|----------------------------------------------------------------------|----------|
|                                                |   |                                                                 |     |
| 18.2                                                |   | Discharge or Bond                                                    | 71       |
|                                                |   |                                                                 |     |
| ARTICLE 19– PROPRIETARY DATA                   | 72     |
|                                                |   |                                                                 |     |
| 19.1                                                |   | Protection of Owner Proprietary Data                                 | 72       |
|                                                |   |                                                                 |     |
| 19.2                                                |   | Protection of Contractor’s  Proprietary Data                    | 73       |
|                                                |   |                                                                 |     |
| 19.3                                                |   | Special Procedures Pertaining to  Contractor’s Proprietary Data | 75       |
|                                                |   |                                                                 |     |
| 19.4                                                |   | Ownership of Rights in Documentation                                 | 79       |
|                                                |   |                                                                 |     |
| 19.5                                                |   | Ownership of Invention Rights                                        | 79       |
|                                                |   |                                                                 |     |
| 19.6                                                |   | Software                                                             | 80       |
|                                                |   |                                                                 |     |
| 19.7                                                |   | Publicity                                                            | 80       |
|                                                |   |                                                                 |     |
| ARTICLE 20– ENVIRONMENTAL; HAZARDOUS MATERIALS | 80     |
|                                                |   |                                                                 |     |
| 20.1                                                |   | Material Safety Data Sheets                                          | 80       |
|                                                |   |                                                                 |     |
| 20.2                                                |   | Facility Use, Storage Removal                                        | 80       |
|                                                |   |                                                                 |     |
| 20.3                                                |   | Handling, Collection, Removal Transportation and Disposal            | 80       |
|                                                |   |                                                                 |     |
| 20.4                                                |   | Notice of Discovery                                                  | 81       |
|                                                |   |                                                                 |     |
| ARTICLE 21– TITLE; RISK OF LOSS                | 81     |
|                                                |   |                                                                 |     |
| 21.1                                                |   | Transfer of Title                                                    | 81       |
|                                                |   |                                                                 |     |
| 21.2                                                |   | Risk of Loss                                                         | 81       |
|                                                |   |                                                                 |     |
| 21.3                                                |   | Risk to a Party’s Property                                      | 82       |
|                                                |   |                                                                 |     |
| ARTICLE 22– SUSPENSION AND TERMINATION         | 82     |
|                                                |   |                                                                 |     |
| 22.1                                                |   | Suspension by the Owner for Convenience                              | 82       |
|                                                |   |                                                                 |     |
| 22.2                                                |   | Termination by Owner for Cause                                       | 83       |
|                                                |   |                                                                 |     |
| 22.3                                                |   | Termination by Owner for Convenience                                 | 84       |
|                                                |   |                                                                 |     |
| 22.4                                                |   | Suspension and Termination Due to Other Circumstances                | 84       |
|                                                |   |                                                                 |     |
| 22.5                                                |   | Termination by Contractor                                            | 86       |
|                                                |   |                                                                 |     |
| 22.6                                                |   | Actions Required of Contractor upon Termination                      | 87       |
|                                                |   |                                                                 |     |
| ARTICLE 23– SAFETY; INCIDENT REPORTING         | 87     |
|                                                |   |                                                                 |     |
| 23.1                                                |   | Environmental, Health and Safety Programs                            | 87       |
|                                                |   |                                                                 |     |
| 23.2                                                |   | Designated Contractor Safety Representative                          | 87       |
|                                                |   |                                                                 |     |
| 23.3                                                |   | OSHA and Other Laws                                                  | 88       |
|                                                |   |                                                                 |     |
| 23.4                                                |   | Worksite Safety                                                      | 89       |

 

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“[**]” in this Exhibit 10.01indicates material that has been omitted pursuant to a request for confidentialtreatment and filed separately with the Securities and Exchange Commission.

 

iv

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| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

**TABLEOF CONTENTS**

** **

(continued)

 
|                                                                 |   |                                                       | **Page** |
|----------------------------------------------------------------------|--------|------------------------------------------------------------|----------|
|                                                                 |   |                                                       |     |
| 23.5                                                                 |   | Dangerous Materials                                        | 89       |
|                                                                 |   |                                                       |     |
| 23.6                                                                 |   | Cooperation in Governmental Investigations and Inspections | 89       |
|                                                                 |   |                                                       |     |
| 23.7                                                                 |   | Audit                                                      | 89       |
|                                                                 |   |                                                       |     |
| ARTICLE 24– QUALIFICATIONS AND PROTECTION OF ASSIGNED PERSONNEL | 90     |
|                                                                 |   |                                                       |     |
| 24.1                                                                 |   | Screening Measures                                         | 90       |
|                                                                 |   |                                                       |     |
| 24.2                                                                 |   | Contractor’s Personnel                                | 90       |
|                                                                 |   |                                                       |     |
| 24.3                                                                 |   | Training of Employees                                      | 91       |
|                                                                 |   |                                                       |     |
| 24.4                                                                 |   | NRC Whistleblower Provision                                | 91       |
|                                                                 |   |                                                       |     |
| 24.5                                                                 |   | Respirator Protection                                      | 91       |
|                                                                 |   |                                                       |     |
| ARTICLE 25– RECORDS AND AUDIT                                   | 91     |
|                                                                 |   |                                                       |     |
| 25.1                                                                 |   | Technical Documentation                                    | 91       |
|                                                                 |   |                                                       |     |
| 25.2                                                                 |   | Accounting Records                                         | 92       |
|                                                                 |   |                                                       |     |
| 25.3                                                                 |   | Maintenance of Records Generally                           | 92       |
|                                                                 |   |                                                       |     |
| 25.4                                                                 |   | Right to Audit                                             | 92       |
|                                                                 |   |                                                       |     |
| 25.5                                                                 |   | Sales Tax Records                                          | 92       |
|                                                                 |   |                                                       |     |
| ARTICLE 26– TAXES                                               | 93     |
|                                                                 |   |                                                       |     |
| 26.1                                                                 |   | Employment Taxes                                           | 93       |
|                                                                 |   |                                                       |     |
| 26.2                                                                 |   | Sales and Use Taxes on Contractor Tools                    | 93       |
|                                                                 |   |                                                       |     |
| 26.3                                                                 |   | Sales and Use Tax on Equipment                             | 93       |
|                                                                 |   |                                                       |     |
| 26.4                                                                 |   | State Property Taxes                                       | 93       |
|                                                                 |   |                                                       |     |
| 26.5                                                                 |   | Tax Indemnification                                        | 94       |
|                                                                 |   |                                                       |     |
| 26.6                                                                 |   | Pollution Control Equipment Information                    | 94       |
|                                                                 |   |                                                       |     |
| 26.7                                                                 |   | Non-resident Contractor                                    | 94       |
|                                                                 |   |                                                       |     |
| ARTICLE 27– DISPUTE RESOLUTION                                  | 94     |
|                                                                 |   |                                                       |     |
| 27.1                                                                 |   | Claims                                                     | 94       |
|                                                                 |   |                                                       |     |
| 27.2                                                                 |   | Change Dispute                                             | 95       |
|                                                                 |   |                                                       |     |
| 27.3                                                                 |   | Resolution by Negotiation                                  | 95       |
|                                                                 |   |                                                       |     |
| 27.4                                                                 |   | Mediation                                                  | 96       |
|                                                                 |   |                                                       |     |
| 27.5                                                                 |   | Arbitration of Claims Falling Below the Threshold Amount   | 96       |

 

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“[**]” in this Exhibit 10.01indicates material that has been omitted pursuant to a request for confidentialtreatment and filed separately with the Securities and Exchange Commission.

 

v

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| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

**TABLEOF CONTENTS**

** **

(continued)

 
|                                                                       |   |                                                          | **Page** |
|----------------------------------------------------------------------------|--------|---------------------------------------------------------------|----------|
|                                                                       |   |                                                          |     |
| 27.6                                                                       |   | Exclusive Resolution Procedures; Equitable Remedies           | 98       |
|                                                                       |   |                                                          |     |
| 27.7                                                                       |   | Consent to Jurisdiction                                       | 98       |
|                                                                       |   |                                                          |     |
| 27.8                                                                       |   | Continuation of Work                                          | 99       |
|                                                                       |   |                                                          |     |
| ARTICLE 28– NOTICES                                                   | 99     |
|                                                                       |   |                                                          |     |
| ARTICLE 29– ASSIGNMENT                                                | 101    |
|                                                                       |   |                                                          |     |
| ARTICLE 30– WAIVER                                                    | 101    |
|                                                                       |   |                                                          |     |
| ARTICLE 31– MODIFICATION                                              | 101    |
|                                                                       |   |                                                          |     |
| ARTICLE 32– SURVIVAL                                                  | 101    |
|                                                                       |   |                                                          |     |
| ARTICLE 33– TRANSFER                                                  | 101    |
|                                                                       |   |                                                          |     |
| ARTICLE 34– GOVERNING LAW; WAIVER OF JURY TRIAL; CERTAIN FEDERAL LAWS | 102    |
|                                                                       |   |                                                          |     |
| 34.1                                                                       |   | Governing Law                                                 | 102      |
|                                                                       |   |                                                          |     |
| 34.2                                                                       |   | Waiver of Jury Trial                                          | 102      |
|                                                                       |   |                                                          |     |
| 34.3                                                                       |   | Certain Federal Laws                                          | 102      |
|                                                                       |   |                                                          |     |
| ARTICLE 35– RELATIONSHIP OF OWNER AND CONTRACTOR                      | 102    |
|                                                                       |   |                                                          |     |
| ARTICLE 36– THIRD PARTY BENEFICIARIES                                 | 102    |
|                                                                       |   |                                                          |     |
| ARTICLE 37– REPRESENTATIONS AND WARRANTIES                            | 103    |
|                                                                       |   |                                                          |     |
| 37.1                                                                       |   | Representations and Warranties of Contractor                  | 103      |
|                                                                       |   |                                                          |     |
| 37.2                                                                       |   | Representations and Warranties of SCE&G and Santee Cooper | 103      |
|                                                                       |   |                                                          |     |
| ARTICLE 38– MISCELLANEOUS PROVISIONS                                  | 104    |
|                                                                       |   |                                                          |     |
| 38.1                                                                       |   | Rights Exclusive                                              | 104      |
|                                                                       |   |                                                          |     |
| 38.2                                                                       |   | Severability                                                  | 104      |
|                                                                       |   |                                                          |     |
| 38.3                                                                       |   | Entire Agreement                                              | 105      |
|                                                                       |   |                                                          |     |
| 38.4                                                                       |   | Counterparts                                                  | 105      |

 

----

“[**]” in this Exhibit 10.01indicates material that has been omitted pursuant to a request for confidentialtreatment and filed separately with the Securities and Exchange Commission.

 

vi

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| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

**EXHIBITS**

 
| **Exhibit** | ** ** | **Description of Exhibit**                                          |
|-------------|------------|---------------------------------------------------------------------|
| A           |       | Scope of Work/Supply  and Division of Responsibilities              |
| B           |       | Contractor Organization  Chart                                      |
| C           |       | Owner and Contractor  Permits                                       |
| D           |       | Project Execution Plan  Processes                                   |
| E           |       | Project Schedule                                                    |
| F-1         |       | Milestone Payment  Schedule                                         |
| F-2         |       | Payment Plan                                                        |
| G           |       | Time and Materials  Rates and Charges                               |
| H           |       | Pricing                                                             |
| I-1         |       | Toshiba Parent Guaranty                                             |
| I-2         |       | Shaw Parent Guaranty                                                |
| J           |       | Price Adjustment  Provisions                                        |
| K           |       | Costs                                                               |
| L           |       | Net Electric Guarantee  Conditions and Load List                    |
| M-1         |       | Software License                                                    |
| M-2         |       | AP1000 Intellectual  Property License (WEC)                         |
| M-3         |       | AP1000 Intellectual  Property License (S&W)                     |
| N           |       | Industry Codes and  Standards                                       |
| O-1         |       | Proprietary Data  Agreement                                         |
| O-2         |       | List of Intellectual  Property Subject to Third Party License Terms |

 

----

“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

-vii-

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| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 
| **Exhibit** | ** ** | **Description of Exhibit**                                       |
|-------------|------------|------------------------------------------------------------------|
| P-1         |       | Major Subcontractors                                             |
| P-2         |       | Subcontractors for Site  Construction and Related Field Services |
| Q           |       | Equipment with  Owner-Designated Witness and Hold Points         |
| R           |       | Description of Site                                              |
| S           |       | EEO and Small Business  Regulations                              |
| T           |       | [Not Used]                                                       |
| U           |       | OCIP Description                                                 |
| V           |       | Limited Agency  Agreement                                        |
| W           |       | Extended Equipment Warranty Special Terms                        |

 

----

“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

-viii-

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| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

**ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT**

** **

This ENGINEERING, PROCUREMENT AND CONSTRUCTIONAGREEMENT (the “Agreement”) is entered into as of the 23rd day of May, 2008(the “Effective Date”), by and between SOUTH CAROLINA ELECTRIC & GASCOMPANY (“SCE&G”), for itself and as agent for the South Carolina PublicService Authority, a body corporate and politic created by the laws of SouthCarolina (“Santee Cooper”) pursuant to the Limited Agency Agreement betweenSCE&G and Santee Cooper dated May 23, 2008 attached hereto as Exhibit V(the “Limited Agency Agreement”); anda consortium consisting of WESTINGHOUSE ELECTRIC COMPANY LLC, a Delawarelimited liability company having a place of business in Monroeville,Pennsylvania (“Westinghouse”), and STONE & WEBSTER, INC., a Louisianacorporation having a place of business in Charlotte, North Carolina (“Stone &Webster”). Except where the context otherwise requires, Westinghouse and Stone &Webster hereinafter are individually referred to as a “Consortium Member” andcollectively as “Contractor”. Without limiting the authority of SCE&G toact as agent on behalf of Santee Cooper as provided in Section 3.6(a) hereof,references herein to “Owner” shall mean each of SCE&G and Santee Cooper.Owner and Contractor may be referred to individually as a “Party” andcollectively as the “Parties”.

 

**RECITALS**

** **

**WHEREAS**, Owner desires to develop, license,procure and have constructed a nuclear-fueled electricity generation facility;

 

**WHEREAS**, Westinghouse is engaged in the businessof designing, developing and supplying commercial nuclear facilities and hasdeveloped a pressurized water Nuclear Power Plant known as the AP1000 (the “AP1000Nuclear Power Plant”) for which the U.S. Nuclear Regulatory Commission hasissued a Standard Design Certification in the form of a rule set forth inAppendix D to 10 C.F.R. Part 52;

 

**WHEREAS**, Stone & Webster is engaged inthe business of designing and constructing industrial and power generationfacilities;

 

**WHEREAS**, Westinghouse and Stone &Webster desire to assist Owner in the licensing of and to design, engineer,procure, construct, and test one or two AP1000 Nuclear Power Plants and relatedfacilities, structures and improvements at the V.C. Summer station;

 

**WHEREAS**, Owner and Contractor now desire toenter into this Agreement to provide for, among other things, the design,engineering, procurement and installation of equipment and materials, andconstruction and testing of the Facility;

 

**NOW,THEREFORE**, inconsideration of the recitals, the mutual promises herein and other good andvaluable consideration, the receipt and sufficiency of which the Partiesacknowledge, the Parties, intending to be legally bound, stipulate and agree asfollows:

 

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“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

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**ARTICLE1 — DEFINITIONS**

** **

For purposes of this Agreement, the following wordsand expressions shall have the meanings hereby assigned to them, except wherethe context clearly indicates a different meaning is intended. Thesedefinitions may be supplemented by any definitions contained in any of thedocuments incorporated by reference herein, but in case of any conflict orinconsistencies, the definitions set forth below shall prevail:

 

“AAA” means the American Arbitration Association.

 

“Additional Amount” has the meaning set forth in Section 22.4(d).

 

“AEA” means the Atomic Energy Act of 1954, as amended,42 U.S.C. § 2011 et seq.

 

“Affiliate” means, with respect to any Party, anyother Person that (a) owns or controls, directly or indirectly, the Party,(b) is owned or controlled by the Party, or (c) is under commonownership or control with the Party, where “o*wn*”means ownership of fifty percent (50%) or more of the equity interests orrights to distributions on account of equity of the Party and “*control*” means the power to direct themanagement or policies of the Party, whether through the ownership of votingsecurities, by contract, or otherwise.

 

“Agreement” has the meaning set forth in the firstparagraph above and shall include all Exhibits, and amendments hereto(including Change Orders).

 

“Ancillary Facilities” means the facilities,structures and improvements at the Site that are within Contractor’s Scope ofWork as provided in Exhibit A but are not part of a Unit.

 

“AP1000 Facility Information” means the informationwithin Contractor’s Scope of Work, in the form of electronic databases,documents, and drawings that pertain to Facility design, engineering,licensing, analysis, installation, performance, testing, operation andmaintenance and shall be maintained by Contractor.  Collectively, this information, eitherdirectly or by reference, shall reflect the current approved AP1000 NuclearPower Plant associated with Contractor’s Scope of Work at any point in time. Aportion of this information, as defined in Exhibit A, shall beprovided to Owner via an Information Management System (IMS).

 

“AP1000 Nuclear Power Plant” has the meaning set forthin the Recitals.

 

“Arbitral Panel” has the meaning set forth in Section 27.5(b).

 

“Bankruptcy Code” means the United States BankruptcyCode, Title 11 of the United States Code.

 

“Business Day” means every calendar day other thanSaturday, Sunday or a legal holiday recognized by the State of South Carolina.

 

“CCIP” has the meaning set forth in Section 16.2(a).

 

“Chairman” has the meaning set forth in Section 27.5(b).

 

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“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

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“Change” has the meaning set forth in Section 9.1.

 

“Change Dispute” has the meaning set forth in Section 27.2.

 

“Change Dispute Notice” has the meaning set forth in Section 27.2.

 

“Change in Law” means (a) any adoption or change,after the Effective Date, of or in the judicial or administrativeinterpretation of any Laws (excluding any Laws relating to net income Taxes),which is inconsistent or at variance with any Laws in effect on the EffectiveDate, (b) the imposition after the Effective Date of any requirement for anew Governmental Approval or (c) the imposition after the Effective Dateof any condition or requirement (except for any conditions or requirementswhich result from the acts or omissions of Contractor or any Subcontractor) notrequired as of the Effective Date affecting the issuance, renewal or extensionof any Government Approval; that, in each case, is germane to the obligationsof the Parties set forth in this Agreement.

 

“Change Order” means the written agreement regarding aChange contemplated by Section 9.4.

 

“Claim” has the meaning set forth in Section 27.1.

 

“Combined License” or “COL” means the combinedconstruction and operating license issued pursuant to 10 C.F.R. Part 52for the Facility.

 

“Combined License Application” or “COLA” means the COLapplication for the Facility at the Site that has been submitted to the NRC, assuch application may be updated or changed from time to time.

 

“Consortium Member” has the meaning set forth in theopening paragraph of this Agreement.

 

“Construction and Installation Tests” means the testsconducted as provided in Section 11.2.

 

“Construction Equipment” means equipment, machinery,materials and/or test equipment used in the excavation, civil work,mechanical/electrical installation and/or testing of the Facility, until suchequipment is no longer needed for tasks associated with Contractor’s Scope ofWork, and which shall not become a permanent part of the Facility.

 

“Contract Price” means [**].

 

“Contractor” has the meaning set forth in the openingparagraph of this Agreement.

 

“Contractor Disclosable Information” has the meaningset forth in Section 19.3(a).

 

“Contractor Interests” means Contractor and its (ortheir) members, and its (or their) respective Affiliates, successors andassigns, including any tier of the foregoing, its (or their) Subcontractors(including suppliers) of any tier, and employees of all the foregoing, thisbeing limited to any activity connected in any way with this Agreement.

 

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“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

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“Contractor Non-Disclosable Information” has themeaning set forth in Section 19.3(a).

 

“Contractor Permits” means the Governmental Approvalsidentified as Contractor Permits in Exhibit C.

 

“Contractor’s Project Director” means the Person whomContractor designates in writing to administer this Agreement on behalf ofContractor.

 

[**]

 

“Credit Rating” has the meaning set forth in Section 8.6(b).

 

“Day” as used in the Agreement means a calendar dayand includes Saturdays, Sundays and legal holidays.

 

“Delay Liquidated Damages” has the meaning set forthin Section 13.1.

 

“Design Control Document” or “DCD” means the revisionof the AP1000 Nuclear Power Plant Design Control Document, APP-GW-GL-700, thatis in effect as of the Effective Date.

 

“Documentation” means the documents that Contractorhas agreed to provide in its Scope of Work as set forth in Exhibit A.

 

“DOE” means the U.S. Department of Energy and itsstaff.

 

“Effective Date” means the date of this Agreementfirst above written.

 

“Employment Taxes” has the meaning set forth in Section 26.1.

 

“Equipment” means machinery, computer hardware and itsassociated software, apparatus, components, articles, materials, systems andstructures, and items of any kind that shall become a permanent part of theFacility to be provided by Contractor to Owner under this Agreement, butexcluding the Nuclear Fuel.

 

“Equipment Warranty” has the meaning set forth in Section 14.1(a)(i).

 

“Exhibit” means each one of the documents Exhibit Athrough W annexed to this Agreement.

 

“ExistingConfidentiality Agreement” has the meaning set forth in Section 19.2(c)(i).

 

“Extended Equipment Warranty” has the meaning setforth in Section 14.5.

 

“Extended Equipment Warranty Period” has the meaningset forth in Section 14.5.

 

“Facility” means the Unit or Units and the AncillaryFacilities, and is more fully described in Exhibit A.

 

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“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

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“Facility Documentation” means the Documentation ofthe applicable Consortium Member plus, if not included within theDocumentation, material and information within the possession or control ofsuch Consortium Member or its Subcontractors and that Consortium Member has theright to transfer, sublicense or pass-through[**].  Facility Documentation does not include software orits associated documentation that is the subject of Exhibit M-1,Software License.

 

“Facility Manuals” means those manuals provided byContractor for use by the Operator in connection with the operation andmaintenance of the Facility.

 

“Facility Purposes” has the meaning set forth in Section 19.2(b)(i).

 

“Field Change” means a non-material change made tosupport installation that does not require a change to P&IDs, one-lineelectrical diagrams or the equipment arrangement drawings.  Field changes are not contrary to the COL orthe DCD, and are determined through a technical evaluation not to adverselyaffect the form, fit or function of the system, structure or component.

 

“Final Completion” means that a Unit has achieved allthe conditions set forth in Section 12.6.

 

“Final Completion Punch List” has the meaning setforth in Section 12.5.

 

“Final Payment Invoice” has the meaning set forth in Section 8.3.

 

[**]

 

[**]

 

[**]

 

“Full Notice to Proceed” means the written notice thatOwner gives to Contractor authorizing Contractor to proceed with the remainderof the Work, subject to the limitations set forth in Section 3.2(b).

 

“G&A” means Stone & Webster’s general andadministrative costs as set forth in Exhibit G.

 

“Good Industry Practices” means any of the practices, methods,standards and acts engaged in and generally acceptable to the nuclear powerindustry in the United States that, at a particular time, in the exercise ofreasonable judgment in light of the facts known at the time a decision

 

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“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

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was made could have been expected to accomplish thedesired result consistent with good business practices, reliability, economyand safety.

 

“Government Approval” means any authorization,consent, approval, clearance, license, ruling, permit, tariff, certification,exemption, filing, variance, order, judgment, no-action or no-objectioncertificate, certificate, decree, decision, declaration or publication of,notices to, confirmation or exemption from, or registration by or with anyGovernment Authority relating to the design, engineering, procurement,construction, testing, financing, completion, ownership or operation of theFacility.

 

“Government Authority” means any federal, state,county, city, local, municipal, foreign or other government orquasi-governmental authority or any department, agency, subdivision, court orother tribunal of any of the foregoing that has jurisdiction over Owner,Contractor, the Facility or the activities that are the subject of thisAgreement.

 

“Guaranteed Substantial Completion Date” for a Unitmeans the date set forth for such event in the Project Schedule as such datemay be extended due to a Change or otherwise pursuant to the terms hereof.

 

“Hazardous Materials” means any substance ormaterial regulated or governed by any Governmental Authority, or any substance,emission or material now or hereafter deemed by any court or GovernmentAuthority having jurisdiction to be a “regulated substance”, “hazardoussubstance”, “toxic substance”, “pesticide”, “hazardous waste”, or anysimilar classification, including by reason of deleterious properties,ignitability, corrosivity, reactivity, carcinogenicity, or reproductivetoxicity, and shall include those substances defined as a “source”, “specialnuclear” or “by-product” material pursuant to Section 11 of the AEA (42U.S.C. Section 2014 et seq.) and thosesubstances defined as “residual radioactive material” in Section 101 ofthe Uranium Mill Tailings Radiation Control Act of 1978 (42 U.S.C. Sections7901 etseq.).

 

“Hold Point” means a critical step in a manufacturingor testing process beyond which Contractor or a Subcontractor cannotproceed except pursuant to the provisions in Section 5.6.

 

“House Loads” means those loads which receive powerfrom the low voltage side of the main step-up transformer and the unitauxiliary transformers.

 

“Industry Codes and Standards” means the codes andstandards set forth in Exhibit N.

 

“Insolvent” means, with respect to a Person, thatsuch Person (i) makes any general assignment or any generalarrangement for the benefit of creditors, (ii) files a petition orotherwise commences, authorizes, defaults as to or acquiesces in thecommencement of a case, petition, proceeding or cause of action under anybankruptcy, insolvency or similar law for the protection of debtors orcreditors, or has such a case, petition, proceeding or cause of actioninvoluntarily filed or commenced against it and such case, petition, proceedingor cause of action is not withdrawn or dismissed within sixty (60) Days aftersuch filing, (iii) otherwise becomes adjudicated a debtor in bankruptcy orinsolvent (however evidenced), (iv) is unable (or admits in writing itsinability) generally to pay its debts as they become due, (v) is dissolved(other than pursuant to a consolidation, acquisition, amalgamation or merger), (vi) hasa resolution passed

 

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“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

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for its winding-up, official management or liquidation(other than pursuant to a consolidation, acquisition, amalgamation or merger), (vii) seeks,or becomes subject to the appointment of an administrator, provisionalliquidator, conservator, assignee, receiver, trustee, custodian or othersimilar entity or official for all or substantially all of its assets, (viii) hasa secured party take possession of all or substantially all of its assets orhas a distress, levy, execution, attachment, sequestration or other legalprocess levied, enforced or sued on or against all or substantially all of itsassets and such secured party maintains possession, or any such process is notdismissed, discharged, stayed or restrained, in each case within sixty (60)Days thereafter, (ix) causes or is subject to any event with respect towhich, under the applicable laws of any jurisdiction, said event has ananalogous effect to any of the events specified in clauses (i) to (viii) (inclusive);or (x) takes any action in furtherance of, or indicating its consent to,approval of, or acquiescence in, any of the foregoing acts.

 

“Invitees” means, with respect to a Person, suchpersonnel or other Persons as have been permitted entry onto the Site by suchPerson.

 

“ITAAC” means the NRC inspections, tests and analysesand their associated acceptance criteria which are approved and issued for theFacility pursuant to 10 C.F.R. § 52.97(b)(1).

 

“Joint Test Working Group” has the meaning set forthin Section 11.1(b).

 

“Labor Shortage” means that the number ofappropriately skilled, qualified, trained and experienced personnel sufficientto maintain the Project Schedule is not available at cost acceptable to Ownerwhere the Work is to be completed.

 

“Law” means (a) any constitution, statute, law,rule, regulation, code, treaty, ordinance, judgment, decree, writ, order,concession, grant, franchise, license, agreement, directive,  requirement, or other governmentalrestriction or any similar form of decision of or determination by, or anybinding interpretation or administration of any of the foregoing by, anyGovernment Authority, whether now or hereafter in effect or (b) anyrequirements or conditions on or with respect to the issuance, maintenance orrenewal of any Government Approval or applications therefore, whether now orhereafter in effect.

 

“Licensing Basis” means the NRC requirementsapplicable to the Facility as set forth in, until such time as the COL isissued, the DCD and, upon its issuance, the COL.

 

“Lien” means any lien, mortgage, pledge, encumbrance,charge, security interest, option, right of first refusal, other defect intitle or other restriction of any kind or nature.

 

“Limited Agency Agreement” has the meaning set forthin the opening paragraph of this Agreement.

 

“Limited Notice to Proceed” means the written noticethat Owner gives to Contractor authorizing Contractor to proceed with the Workin a limited manner in accordance with Section 3.2(a).

 

“Long Lead Material Payment” means the initial paymentequal to [**] received by Contractor from Owner for [**]

 

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“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

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[**].

 

“Maintenance Procedures” means the procedures, writtenor electronic, required to perform predictive, corrective, and preventivemaintenance of the Facility systems, components and structures, and thoseprocedures required for calibration and testing of instrumentation andmeasurement systems and other components that are required for operation andmaintenance of the Facility.

 

“Major Equipment” means the following equipment: steamgenerators, reactor vessel and reactor vessel head, control rod drivemechanisms, main turbine, main turbine generator, turbine deaerator, reactorcoolant pumps, containment vessel, cooling towers, main turbine condenser,reactor internals, main step-up transformers, pressurizer, diesel generators,feedwater pumps, circulating water pumps, polar crane, core makeup tanks,moisture separator reheaters, and any other equipment for which the contract(s) withthe Subcontractor is for an amount in excess of [**] or that Owner andContractor agree shall be designated as Major Equipment.

 

“Major Equipment Purchase Order” has the meaning setforth in Section 3.7(c)(i).

 

“Major Equipment Vendor” has the meaning set forth in Section 3.7(c)(i).

 

“Major Subcontract” means a contract with a MajorSubcontractor.

 

“Major Subcontractor” means the Subcontractors (orcategory of Subcontractors) identified on Exhibit P-1. For theavoidance of doubt, Major Subcontractors may include, but are not limited to,suppliers of Major Equipment.

 

“Mandatory Spare Parts” means those items to beidentified in Exhibit A as Mandatory Spare Parts and required tosupport initial plant startup and to perform routine maintenance of theEquipment during the first two (2) years of plant operation.

 

“Maximum Liability Amount” has the meaning set forthin Section 17.2.

 

“Member” has the meaning set forth in Section 27.5(b).

 

“Milestone” means an event or series of events in theexecution of the Work as set forth in Exhibit F-1.

 

“Milestone Payment” means the payment due with respectto a completed Milestone.

 

“Milestone Payment Schedule” means the MilestonePayment Schedule set forth in Exhibit F-1.

 

“Net Unit Electrical Output” means the electricalpower of the Unit measured at the high side of the step-up transformer, withthe conditions as stated in Exhibit L.

 

“Net Unit Electrical Output Guarantee” has the meaningset forth in Section 11.6.

 

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“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

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“Net Unit Electrical Output Test” has the meaning setforth in Section 11.5(b).

 

“NRC” means the U.S. Nuclear Regulatory Commission andits staff.

 

“Non-Standard Plant” means the portions of theFacility that are not part of the Standard Plant.

 

“Nuclear Fuel” means fabricated nuclear fuel andservices meeting the principal design requirements referenced in the DCD.

 

“Nuclear Incident” means any occurrence that causesbodily injury, sickness, disease or death, or loss of or damage to property, orloss of use of property, arising out of or resulting from the radioactive,toxic, explosive, or other hazardous properties of source material, specialnuclear material, or by-product material which is used in connection with theoperation of the Facility. “Source material”, “special nuclear material”, and “by-productmaterial”, as applicable to this Agreement shall have those meanings assignedby the AEA.

 

“NuStart” means NuStart Energy Development, LLC.

 

“OCIP” has the meaning set forth in Section 16.2(a).

 

“Operating Procedures” means the procedures, written orelectronic, required to operate the AP1000 Nuclear Power Plant under normal,abnormal, emergency, shutdown, or startup conditions.

 

“Operational Cycle” means, as to the first such cycle,the time period from the first fueling of a Unit until the Unit has achievedthe conditions required to be met for performance of the Net Unit ElectricalOutput Guarantee after the first Nuclear Fuel reload, and for subsequentcycles, the time period from the end of an Operational Cycle until thebeginning of the next one. For the avoidance of doubt, the foregoing does notmean that the Net Unit Electrical Output Test shall be re-performed at the endof an Operational Cycle.

 

“Operator” means Operator of a Unit and/or theFacility, it being understood that Contractor shall not be deemed to be theOperator of a Unit and/or the Facility under any circumstances.

 

“Optional Spare Parts” means those items that may berequired to perform major maintenance of the Equipment, such as periodicoverhaul, or that could fail based on industry experience and for whichreplacement parts may require longer lead times to obtain from the originalequipment manufacturers.

 

“OSHA” has the meaning set forth in Section 23.3.

 

“OSHA Standards” has the meaning set forth in Section 23.3(b).

 

“Other Customer” has the meaning set forth in Section 6.2.

 

“Owner” has the meaning set forth in the openingparagraph of this Agreement.

 

“Owner Letter of Credit” has the meaning set forth in Section 8.6(d).

 

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“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

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“Owner Permits” means the Government Approvalsidentified as Owner Permits in Exhibit C.

 

[**]

 

“Owner’s Project Director” means the Person who Ownerdesignates in writing to act on behalf of Owner under this Agreement.

 

“P&IDs” means piping and instrumentation diagrams.

 

“Party” and “Parties” has the meaning set forth in theopening paragraph of this Agreement.

 

“Payment Plan” has the meaning set forth in Section 8.1(a).

 

“Performance Bonus” has the meaning set forth in Section 13.3.

 

“Performance Liquidated Damages” means the liquidateddamages paid pursuant to Section 13.2 for failure to meet the Net UnitElectrical Output Guarantee.

 

“Performance Liquidated Damages Cap” has the meaningset forth in Section 13.2.

 

“Performance Test” means the tests conducted asprovided in Section 11.5.

 

“Person” means any individual, corporation, company,partnership, joint venture, association, trust, unincorporated organization orGovernment Authority.

 

“Personnel” means, with respect to a Person, suchPerson’s employees, officers, directors, agents, personnel, representatives,subcontractors of any tier (including, for Contractor, its Subcontractors),vendors and any other third party independent contractors with whom such Personhas contracted.

 

“Phase I” means the portion of the Work described in Section 3.2(a).

 

“Phase II” means the portion of the Work described in Section 3.2(b).

 

“PQAP” has the meaning set forth in Section 5.1(a).

 

“PQAPIP” has the meaning set forth in Section 5.1(a).

 

“Preoperational Test Completion” has the meaning setforth in Section 12.2(b).

 

“Preoperational Test Group” has the meaning set forthin Section 11.3(b).

 

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“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

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“Preoperational Tests” means the tests conducted asprovided in Section 11.3.

 

“Price Adjustment Provisions” means the terms setforth in Article 7 and Exhibit J.

 

“Prime Rate” means, as of a particular date, the primerate of interest as published on that date in The Wall Street Journal, andgenerally defined therein as “the base rate on corporate loans posted by atleast 75% of the nation’s 30 largest banks.” If The Wall Street Journal is not published on a date for which theinterest rate must be determined, the prime interest rate shall be the primerate published in The Wall Street Journal on the nearest-preceding date onwhich The Wall Street Journal was published. If The Wall Street Journal discontinues publishing a prime rate, theprime interest rate shall be the prime rate announced publicly from time totime by Bank of America, N.A. or its successor.

 

“Pro Rata Profit” means the portion of the Profit thatis associated with a specific portion of the Work.

 

“Profit” means the aggregate of the Profit for eachConsortium Member for each element of the Contract Price as determined pursuantto Section H.2.7 of Exhibit H as of the Effective Date.

 

“Project Execution Plan” means the plan to bedeveloped by Contractor and approved by Owner as provided in Section 3.5(h) settingforth the processes and procedures that shall enable the Work to be managed inan effective and efficient manner and in accordance with the requirements ofthis Agreement.

 

“Project Schedule” means the schedule of key dates forcompletion of the Work as set forth in Exhibit E.

 

“Proprietary Data” means the terms of this Agreementand any and all information, data, software, matter or thing of a secret,confidential or private nature relating to the business of the disclosing Partyor its Affiliates, including matters of a technical nature (such as know-how,processes, data and techniques), matters of a business nature (such asinformation about costs, profits, markets, sales, customers, suppliers, theParties’ contractual dealings with each other and the projects that are thesubject-matter thereof), matters of a proprietary nature (such as informationabout patents, patent applications, copyrights, trade secrets and trademarks),other information of a similar nature, and any other information which has beenderived from the foregoing information by the receiving Party; provided,however, that Proprietary Data shall not include information which: (a) islegally in possession of the receiving Party prior to receipt thereof from theother Party; (b) the receiving Party can show by suitable evidence to havebeen independently developed by the receiving Party or its employees,consultants, affiliates or agents; (c) enters the public domain through nofault of the receiving Party or others within its control; (d) isdisclosed to the receiving Party, without restriction or breach of anobligation of confidentiality to the disclosing Party or (e) is legallyrequired to be disclosed; provided that the receiving Party subject to such arequirement uses its reasonable best efforts to notify the other Party of anyrequest or subpoena for the production of any Proprietary Data and providessuch Party with an opportunity to resist such a request or subpoena.

 

[**]

 

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“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

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“Quality Assurance Program” has the meaning set forthin Section 5.1(a).

 

“Ready for Performance Test Date” has the meaning setforth in Section 11.5(c).

 

“Ready for Startup Test Date” has the meaning setforth in Section 11.4(c).

 

“Recipient” has the meaning set forth in Section 19.2(c)(i).

 

“Recoverable Costs” has the meaning described in Exhibit K.

 

“Sales Tax” means any sales, use or similar taximposed on Contractor, any Subcontractor or Owner with respect to the Work byany Government Authority.

 

“Santee Cooper” has the meaning set forth in theopening paragraph of this Agreement.

 

“SCE&G” has the meaning set forth in the openingparagraph of this Agreement.

 

“Scope of Work” means the scope of work and supply anddivision of responsibilities between Owner and Contractor set forth in Exhibit A.

 

“Screening Measures” has the meaning set forth in Section 24.1.

 

“Services” means all labor, transportation, packaging,storage, designing, drawing, creating, engineering, demolition, Sitepreparation, manufacturing, construction, commissioning, installation, testing,equipping, verification, training, procurement, Documentation, licenses tointellectual property or otherwise and other work, services and actions(including pursuant to any warranty obligations) to be performed by Contractorhereunder (whether at the Site or otherwise) in connection with, or relatingto, the Facility (or any component thereof, including any Equipment).

 

“Services Warranty” has the meaning set forth in Section 14.2.

 

“Services Warranty Period” has the meaning set forthin Section 14.2.

 

“SGA” means Westinghouse’s sales, general andadministrative costs developed as provided in Section H.2.5 of Exhibit H.

 

“Shaw” means The Shaw Group, Inc.

 

“Site” means the premises (or portion thereof) ownedor leased by Owner on which the Facility shall be located, and including anyconstruction laydown areas, as more specifically described in Exhibit R.

 

“Software” has the meaning set forth in Exhibit M.

 

“Specifications” means the design specifications anddrawings, and changes thereto, prepared by Contractor or its Subcontractors forthe design, engineering and construction of the Facility.

 

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“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

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“SSDs” has the meaning set forth in Section 19.3(b)(viii).

 

“Standard Equipment Warranty Period” has the meaningset forth in Section 14.1(a)(ii).

 

“Standard Plant” means the plant design features andbuildings or structures in the scope of the AP1000 Nuclear Power Plantcertification as shown in the DCD Site Plan, Figure 1.2-2.

 

“Startup Test Completion” has the meaning set forth inSection 12.3(b).

 

“Startup Test Group” has the meaning set forth in Section 11.4(b).

 

“Startup Tests” means the tests conducted as providedin Section 11.4.

 

“Stone & Webster” has the meaning set forthin the opening paragraph of this Agreement.

 

[**]

 

“Subcontract” means any contract, purchase order orother writing between Contractor and any Subcontractor under which theSubcontractor performs or provides any portion of the Work.

 

“Subcontractor” means (a) any Person other thanContractor performing or providing any portion of the Work, whether hireddirectly by Contractor or by a Person hired by Contractor and including everytier of subcontractors, sub-subcontractors and so forth, and (b) anyPerson providing or supplying all or a portion of the equipment or materialsand supplies required by any Person performing or providing any portion of theWork to perform or provide the Work, whether or not incorporated into theFacility, including, any materialman, vendor or supplier, whether hireddirectly by Contractor or by a Person hired by Contractor and including everytier of subcontractors, sub-subcontractors and so forth.

 

“Substantial Completion” means that a Unit shall haveachieved all the conditions set forth in Section 12.4.

 

“Substantial Completion Date” means the date on whichSubstantial Completion has occurred.

 

“Target Price” means the portion of the Contract Priceidentified as Target Price as set forth in Exhibit H, and as suchamount is adjusted pursuant to the terms hereof.

 

“Target Price Basis” means that Contractor shall becompensated for the charges for Personnel, Services and Equipment, materialsand other expenses pursuant to Section H.2.2. of Exhibit H.

 

“Target Price Work” means Work performed on a TargetPrice Basis.

 

“Taxes” means all present and future license,documentation, recording and registration fees, all taxes (including income,gross receipts, unincorporated business income, payroll, sales, use, personalproperty (tangible and intangible), real estate, excise and stamp taxes),levies, imports, duties, assessments, fees (customs or otherwise), charges andwithholdings of any nature whatsoever, and all penalties, fines, additions totax, and interest imposed by any Government Authority.

 

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“Technical Support” includes providing qualifiedmanpower and furnishing of technical guidance, advice and counsel with respectto Owner or its Personnel at the Site, and includes recommending a course ofaction with respect to Owner’s operation of a Unit or the Facility based uponcurrent design, engineering, construction and testing practices, but does notinclude or require any supervision, regulation, control, arbitration ormeasurement of Owner’s Personnel.

 

“Termination Costs” means with respect to atermination under Section 22.3, 22.4, or 22.5, the aggregate of thefollowing costs: (a) for Westinghouse, (i) the Recoverable Costs, notyet paid, that were incurred by Westinghouse prior to the date of notice oftermination and (ii) the Recoverable Costs incurred by Westinghouse tobring the Work to an orderly conclusion, including the costs to demobilize andcancel Equipment or material orders placed, and including but not limited tocancellation charges paid by Westinghouse to third parties plus (iii) SGAand Pro Rata Profit on the amounts in (i) and (ii), and (b) for Stone &Webster, (i) any amounts, not yet paid, that are due for Work performed byStone & Webster prior to the date of notice of termination and (ii) chargeson a Time and Materials Basis incurred by Stone & Webster to bring theWork to an orderly conclusion, including the costs to demobilize and cancelEquipment or material orders placed, and including but not limited tocancellation charges paid by Stone & Webster to third parties. Allsuch expenses, proceeds and payment shall be substantiated by documentationreasonably satisfactory to Owner and subject to audit as set forth in Article 25.

 

“Third Party Claim” means any claim, demand or causeof action of every kind and character by any Person other than Owner orContractor.

 

“Threshold Amount” means (i) for a monetaryClaim, that a Party has in good faith alleged that such Claim involves anamount in controversy of greater than [**] and/or (ii) for a Claiminvolving an adjustment to the Project Schedule, that a Party has in good faithalleged that such Claim involves an adjustment to the Project Schedule inexcess of [**].  If a Claim alleges bothan amount and adjustment to the Project Schedule in controversy, such Claimwill fall below the Threshold Amount only if both (i) the amount incontroversy is equal to or less than [**]and (ii) the adjustment to theProject Schedule in controversy is equal to or less than [**].

 

“Time and Materials Basis” means that Contractor shallbe compensated for the charges for Personnel and Equipment, materials and otherexpenses pursuant to Section H.2.3 of Exhibit H, using therates and charges in Exhibit G.

 

“Time and Materials Charges” means the portion of theContract Price identified as Time and Materials Charges, as set forth in Exhibit H.

 

“Time and Materials Work” means Work performed on aTime and Materials Basis.

 

“Toshiba” means Toshiba Corporation.

 

“Turnover” has the meaning set forth in Section 12.1(a).

 

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“Uncontrollable Circumstance” means any event orcondition beyond the reasonable control of a Party despite its reasonableefforts to prevent, avoid, delay or mitigate such acts, events or occurrences,which prevents, impacts or delays a Party from performing its obligations underthis Agreement, including but not limited to the following:

 

(a)                                  An act of God, including landslide,lightning, earthquake, fire, explosion, storm, flood, unusual or severe weatherconditions, including hurricanes, tornadoes; and any precautionary actionstaken in connection therewith;

 

(b)                                 Acts of a public enemy, war, blockade,embargo, insurrection, riot or civil disturbance, sabotage or similaroccurrence or any exercise of the power of eminent domain, police power, anyact of terrorism, epidemic, condemnation or other taking by or on behalf of anypublic, quasi-public or private entity; any strike or other concerted laboractions; and any precautionary action or evacuation taken in connection withany of the foregoing;

 

(c)                                  The suspension, termination,interruption, denial, delay in obtaining or failure of renewal or issuance ofany Government Approval relating in any way to the Work or operation of theFacility that is not the result of willful or negligent action by the Partyclaiming the Uncontrollable Circumstance;

 

(d)                                 An order or other action by a GovernmentAuthority [**];

 

(e)                                  Labor Shortage[**]; or

 

(f)                                    Delays due to accidents in shipping ortransportation provided that such accidents are not the result of negligence orwillful misconduct by the Party claiming Uncontrollable Circumstance.

 

[**]

 

“Unit” means each AP1000 Nuclear Power Plant to beconstructed hereunder at the Site. “First Unit” or “Unit 2” refers to the firstsuch Unit to be constructed and “Second Unit” or “Unit 3” refers to the secondsuch Unit to be constructed.

 

[**]

 

“Unit Mechanical Completion” has the meaning set forthin Section 12.2(a).

 

“Warranties” means the obligations of Contractor underArticle 14.

 

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“Warranty” refers to either the Equipment Warranty orthe Services Warranty, as the case may be.

 

“Warranty Period” means the Standard EquipmentWarranty Period or Extended Equipment Warranty Period, as applicable.

 

“Westinghouse” has the meaning set forth in theopening paragraph of this Agreement.

 

[**]

 

“Whistleblower Provisions” has the meaning set forthin Section 24.4.

 

“Witness Point” means a critical step in amanufacturing or testing process that is subject to witnessing by Owner or itsauthorized representative in accordance with the procedures set forth in Section 5.6.

 

“Work” means the supervision, labor, Services,material, equipment, tools, vehicles, transportation, storage, design,engineering, procurement, site preparation, construction, installation,equipping, testing, and other things and actions to be supplied by or throughContractor necessary to furnish and install the Facility at the Site consistentwith Contractor’s Scope of Work and necessary to bring the Unit(s) toFinal Completion subject to and in accordance with the terms of this Agreement.

 

**ARTICLE2 — INTERPRETATION**

** **

A.                                   Titles,headings, and subheadings of the various articles and paragraphs of thisAgreement are used for convenience only and shall not be deemed to be a partthereof or be taken into consideration in the interpretation or construction ofthis Agreement.

 

B.                                     Words importingthe singular only shall also include the plural and *vice versa* where the context requires.  Words in the masculine gender shall be deemedto include the feminine gender and *viceversa*.

 

C.                                     Unless thecontext otherwise requires, any reference to a document shall mean suchdocument as amended, supplemented or otherwise modified and in effect from timeto time.

 

D.                                    Unless otherwisestated, any reference to a party shall include its successors and permittedassigns, and any reference to a Government Authority shall include any entitysucceeding to its functions.

 

E.                                      Wherever aprovision is made in this Agreement for the giving of notice, consent orapproval by any person, such notice, consent or approval shall be in writing,and the word “notify” shall be construed accordingly.

 

F.                                      This Agreementand the documentation to be supplied hereunder shall be in the Englishlanguage.

 

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G.                                     Unless thecontext requires otherwise, with regard to general oversight of the Work,review of the drawings and Specifications and other documents, access to theSite and Work and other similar rights of Owner, the term Owner shall mean theOwner’s Project Director or his designee. Unless the context requires otherwise any reference contained herein tothis Agreement or any other agreement or any schedule, Exhibit orattachment hereto or thereto shall mean this Agreement or such other agreementor such schedules, Exhibits and attachments, as they may be amended orsupplemented, unless otherwise stated.

 

H.                                    Words andabbreviations not otherwise defined in this Agreement which have well-knownnuclear industry meanings in the United States are used in this Agreement inaccordance with those recognized meanings.

 

I.                                         NeitherContractor nor Owner shall assert or claim a presumption disfavoring the otherby virtue of the fact that this Agreement was drafted primarily by legalcounsel for the other, and this Agreement shall be construed as if draftedjointly by Owner and Contractor and no presumption or burden of proof shallarise favoring or disfavoring any Party by virtue of the authorship of any ofthe provisions of this Agreement.

 

J.                                        In the eventthe due date for any payment falls on a day that is not a Business Day, paymentshall be due on the next Business Day.

 

**ARTICLE3 — SCOPE OF WORK**

** **

3.1                                 General.  Contractorshall perform the Work identified as Contractor’s responsibility in the Scopeof Work (Exhibit A).  TheWork shall be performed in two phases, as more fully described in Section 3.2.  Owner, as licensee under the COL, shall beultimately responsible for the execution of all obligations andresponsibilities under such COL; provided, however, that the Parties agree andacknowledge that Owner’s responsibility under the COL does not relieveContractor of any its obligations and responsibilities in the performanceof Contractor’s Work under the Agreement as described more fully herein.

 

3.2                                 Phases of the Work.

 

(a)                                  Phase I.  Phase I ofthe Work shall consist of Contractor’s engineering support and other servicesrequired by Owner to support Owner’s licensing efforts for the Facility(including receipt of approvals from the Public Service Commission of the Stateof South Carolina), continuation of design work (other than design workperformed under the NuStart program), project management, engineering andadministrative support to procure long lead time Equipment, the procurement oflong lead time Equipment, construction mobilization and Site preparation work,all as more specifically described in Exhibit A. Phase I shallcommence upon the Effective Date and shall continue until the earlier ofissuance of the Full Notice to Proceed or termination of this Agreement inaccordance with Article 22; provided, however, that Phase I Site Work mustbe authorized by Owner pursuant to one or more Limited Notices to Proceed. Bymutual agreement of the Parties as set forth in a Change Order issued pursuantto Article 9, additional Site Work identified as part of Phase II in theScope of Work may be moved to Phase I and authorized by Owner to proceed bymeans of an additional Limited Notice to Proceed.  In the event that any Phase I Work that wascommenced under separate

 

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purchase orders betweenOwner and one or both of the Consortium Members (the “Purchase Orders”) remainsto be completed as of the Effective Date, then as of June 1, 2008, thePurchase Orders shall be terminated and the remaining work thereunder will besubsumed by this Agreement.

 

(b)                                 Phase II.  Phase II ofthe Work shall consist of the remainder of the Work as described in Exhibit A,to commence upon issuance of a notice (the “Full Notice to Proceed”) and tocontinue until Final Completion unless the Agreement is earlier terminated inaccordance with Article 22.  TheParties acknowledge that the Full Notice to Proceed will not be issued unlessand until the COL is received.

 

3.3                                 Project Schedule.

 

(a)                                  A Project Schedule is attached to thisAgreement as Exhibit E.  TheProject Schedule includes milestones for key activities, such as the placementof orders for long lead-time Equipment. Contractor shall update the ProjectSchedule quarterly prior to the commencement of on-Site construction work andmonthly thereafter to reflect the most current information concerning thescheduled Milestones and provide the updated Project Schedule to Owner for itsreview and comment.  [**]  Subject to the preceding sentences, Changesto the Guaranteed Substantial Completion date(s) shall be in accordancewith Article 9 of this Agreement.

 

(b)                                 If Owner desires to cancel the SecondUnit, it shall provide written notice of such intent to Contractor on or beforeissuance of the Full Notice to Proceed. The Guaranteed Substantial CompletionDates of the First Unit and Second  Unitare April 1, 2016, and January 1, 2019, respectively.  The nuclear island concrete basemat shall bepoured prior to [**] on both Units. The Guaranteed Substantial Completion Datesare based on a Full Notice to Proceed being received no later than [**] priorto the Guaranteed Substantial Completion Date for the First Unit, at which timefirst safety-related concrete must be placed. Prior to placing the firstsafety-related concrete, preparatory work, including the mud mat and rebarplacement must be performed. Should the NRC review schedule for the COLA notsupport this schedule, Contractor shall be entitled to a Change Order pursuantto Article 9. In preparing such Change Order, the Parties will work towardthe goal of maintaining the Guaranteed Substantial Completion Dates as statedabove.

 

3.4                                 Not Used.

 

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3.5                                 Contractor Responsibilities.

 

(a)                                  Industry Standards. Subject to Article 9, Contractor shall perform and complete itsobligations under this Agreement in accordance with applicable Laws, thisAgreement, Industry Codes and Standards, and Good Industry Practices.  In the event of any conflict between any ofthe authorities in the foregoing sentence, applicable Laws shall control overthe terms of this Agreement, Good Industry Practices and Industry Codes andStandards; the terms of this Agreement shall control over Good IndustryPractices and Industry Codes and Standards; and Industry Codes and Standardsshall control over Good Industry Practices.

 

(b)                                 Contractor’s Key Personnel.  Exhibit Bcontains a chart of Contractor’s intended organization for its performanceunder this Agreement, including those positions to be designated as “key”management for the performance of the Work. For such key management positions,Contractor shall provide Owner with the resumes of the persons filling suchpositions for Owner’s approval, which shall not be unreasonably withheld.  Once Owner has approved any such person,Contractor shall not remove such person for its key management positiondescribed in Exhibit B without Owner’s consent, which shall not beunreasonably withheld.  If at any timeduring the performance of the Work, any of Contractor’s personnel becomes, forany reason, unacceptable to Owner, then, upon notice from Owner, Contractorshall replace such unacceptable individual with an individual reasonablyacceptable to Owner. Contractor’s Project Director shall act as Contractor’sliaison with Owner and shall have the authority to administer and manage thisAgreement on behalf of Contractor, subject to any limitations on such authoritynotified by Contractor to Owner in writing.

 

(c)                                  AP1000 Facility Information. The AP1000 Facility Information shall be controlled and maintained byContractor for such period of time as is required pursuant to Contractor’sQuality Assurance Program or, for information not covered by such QualityAssurance Program in accordance with Contractor’s document retentionprocedures.  The AP1000 FacilityInformation shall contain Facility deliverable documents and information,either directly or by reference. A means to access and print out documentationand information in the AP1000 Facility Information shall be made available toOwner through an information management system. Documentation required to beprovided to Owner as set forth in Exhibit A shall be provided inaccordance with the Project Schedule.

 

(d)                                 Control of Work. Contractor shall be solely responsible for all construction means,methods, techniques, sequences, procedures, safety and quality assurance, andquality control programs in connection with the performance of Contractor’sWork. Under the conditions stated in Section 3.1 of this Agreement, Owner,as licensee under the COL, shall be ultimately responsible for the execution ofall obligations and responsibilities under such COL. As such and under thisAgreement, Owner has delegated to Contractor the overall control andimplementation of all aspects of the Work. Accordingly, Contractor will developa Project Execution Plan as provided in Section 3.5(h) which willidentify all necessary interfaces between Contractor and Owner to assure thateach Party can adequately fulfill its respective responsibilities under thisAgreement and the applicable regulatory requirements.

 

(e)                                  Emergencies. In the event of any emergency endangering life or property, Contractorshall take all actions as may be reasonable and necessary to prevent, avoid ormitigate

 

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injury, damage or lossand shall promptly report each such emergency, and Contractor’s responsesthereto, to Owner.  In any event,Contractor shall use commercially reasonable efforts to report an emergency toOwner in sufficient time to allow Owner to make any required reports to anyGovernment Authority in accordance with applicable Laws.

 

(f)                                    Office Facilities. During construction, Contractor shall provide Owner with officefacilities on the Site as specified in Exhibit A.

 

(g)                                 Periodic Reports and Meetings.

 

(i)                                     Status Report.  On a monthly basis, Contractor shall submitto Owner a written status report covering the prior month.  The report shall be prepared in a formatreasonably acceptable to Owner, and, for Work performed on a Time and MaterialsBasis or Target Price Basis, shall be based on a time phased budget, at thecost account level, against which program performance can be measured. Thereport also shall include (w) a description of the progress of the Work, (x) astatement of any significant issues which remain unresolved and Contractor’srecommendations for resolving the same, (y) a summary of any significantFacility events which are scheduled or expected to occur during the followinginterval, and (z) additional information reasonably requested byOwner.  The monthly report may bedelivered electronically.

 

(ii)                                  Attendance and Participation.  From the Effective Date until FinalCompletion, Contractor shall attend and participate in regular meetings withOwner which shall occur monthly (or upon such other interval as the Parties agree)for the purpose of discussing the status of the Work and anticipating andresolving any problems.  Such meetingsmay be held by conference call or video conference. Contractor shall prepareand promptly deliver to Owner written minutes of each meeting, to which Ownershall respond in writing within a reasonable time if it has any comments.

 

(iii)                               Schedule Requirements;Updates.  Contractor shall prepare andmake available to Owner following the Effective Date, at the Site or such otherlocation mutually agreed upon by the Parties, a current Project Scheduledepicting critical path activities and illustrating the progress which has beenmade on the Work against such schedule, including critical path activitiesinterconnected by schedule logistics, for Owner’s review and comment.  Unless otherwise mutually agreed upon by theParties, Contractor shall revise and update the Project Schedule quarterlyprior to the commencement of on-Site construction work and monthly thereafterand shall provide a copy to Owner, which may be provided electronically;provided, however, that the Guaranteed Substantial Completion Dates for theUnits shall not be revised other than pursuant to Article 9. Portions ofthe schedule may be updated weekly to provide information necessary to supportweekly invoices (if applicable).  Suchpartial updates shall not be deemed to imply an update to the entire ProjectSchedule.

 

(h)                                 Within sixty (60) Days following theEffective Date, Contractor shall provide a Project Execution Plan as describedin Exhibit D to Owner for its review and approval.

 

(i)                                     Contractor shall provide Owner withdocumentation to support Owner’s compliance with Federal Energy RegulatoryCommission and South Carolina Public Service

 

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Commission cost reportingrequirements. The detailed process to provide this documentation shall beincluded in the Project Execution Plan, using the guidelines provided in Exhibit H.

 

3.6                                 Owner’s Responsibilities. Owner shall perform the responsibilities set forth in this Article andelsewhere in this Agreement, including Exhibit A, at its ownexpense and at those times as may be required by this Agreement for the successfulcompletion of the Work in accordance with the Project Schedule.

 

(a)                                  Appointment of Agent. Santee Cooper has appointed SCE&G as its agent pursuant to theLimited Agency Agreement, which is attached hereto as Exhibit V,for all purposes under this Agreement, with the power and authority to bindSantee Cooper to its obligations herein, subject to the limitationsspecifically set forth in the Limited Agency Agreement.  Owner shall notify Contractor promptly inwriting if there is any change in the limits of SCE&G’s authority set forthin the Limited Agency Agreement. Contractor shall have the right to rely on any representation bySCE&G that it has the authority to act on behalf of Santee Cooper withrespect to any and all matters pertaining to this Agreement, except withrespect to those matters where Santee Cooper’s prior written consent isrequired under the Limited Agency Agreement.  With respect to thosematters set forth in the Limited Agency Agreement, where Santee Cooper’s priorwritten consent is required, SCE&G shall provide Contractor with evidenceof Santee Cooper’s written consent to any actions taken by SCE&G inconnection with such matters.

 

(b)                                 Owner’s Representative. Owner shall appoint Owner’s Project Director (and shall have the rightto appoint any successor or replacement Project Director) with whom Contractormay consult at all reasonable times, and whose instructions, requests anddecisions shall be binding upon Owner as to all matters pertaining to thisAgreement.

 

(c)                                  Access.  From andafter the time the Project Schedule indicates that Contractor is required tohave access to the Site, Owner shall provide Contractor, at no additional costto Contractor, rights of access to such portions of the Site as Contractor mayreasonably require for the construction of the Facility and for Contractor’soffice, warehouse, shop buildings, welding facilities, Contractor’s equipmentstorage, laydown area, and employee parking. Owner shall cooperate withContractor so as to minimize disruption by Owner of Contractor’s performance ofthe Work, and Contractor shall cooperate with Owner so as to minimizedisruption of operation of the Units and the existing unit at the Site.

 

(d)                                 Site Conditions and Site Parameters. Owner is responsible for all investigationsrequired to determine the suitability of the Site for the Facility. Thisinformation has been furnished to Contractor. Contractor has conducted a reasonable visual inspection of the Site atOwner’s expense and has notified Owner that there are no Site conditions thatwere evident or readily discernible that shall affect the cost or schedule forthe construction of the Facility. Any subsurface or other site conditionssubsequently discovered at the Site or changes in the Site parameters that donot conform to the information provided by Owner or were not evident or readilydiscernible upon Contractor’s inspection shall entitle Contractor to a ChangeOrder pursuant to Article 9.

 

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(e)                                  Utilities, Consumables and Services. Owner shall provide the electricalinterconnect for power to be exported from the Facility at the interconnectionpoints identified or to be identified in Exhibit A. The Scope ofWork specifies the division of responsibilities between Owner and Contractorfor utilities during construction and for the supply of certain consumables andservices by Owner during construction and testing of the Facility.  All such items to be supplied by Owner shallbe supplied at the times required pursuant to the Project Schedule. Owner shallprovide all Nuclear Fuel.

 

(f)                                    Spare Parts.

 

(i)                                     Mandatory Spare Parts. Withineighteen (18) months after finalization of the AP1000 Nuclear Power Plantdesign as specified in the then current Project Schedule, Contractor shallprovide Owner with a list of spare parts for the Facility referred to as “MandatorySpare Parts.”  The Parties shalldetermine a mutually agreeable price for such Mandatory Spare Parts, anestimate for which has been provided in Exhibit H.  Mandatory Spare Parts will be provided on a[**] unless otherwise agreed by the Parties. As part of Contractor’s Scope of Work, Contractor shall provide suchMandatory Spare Parts to Owner by the completion of the Startup Tests or asotherwise agreed to in the Project Schedule. All of the foregoing spare parts shall be considered to be partssupplied to Owner under this Agreement, and title thereto shall pass to Ownerin accordance with Section 21.1. During the Warranty Period, Owner shall use commercially reasonableefforts to maintain an inventory of spare parts equivalent to the MandatorySpare Parts and shall make such spare parts available to Contractor.

 

(ii)                                  Optional Spare Parts.  Within eighteen (18) months after finalizationof the AP1000 Nuclear Power Plant design as specified in the then currentProject Schedule, Contractor shall provide Owner with a list of Optional SpareParts that are recommended by Contractor and vendors of Equipment comprisingthe Facility. At least two (2) years prior to the scheduled completion ofthe Startup Tests or as otherwise agreed to in the Project Schedule, Ownershall identify to Contractor the Optional Spare Parts which Owner wantsContractor to procure.Contractorshall be entitled to a Change Order pursuant to Article 9 to cover theadditional costs of such Optional Spare Parts.  Owner shallmake such procured Optional Spare Parts available to Contractor for use duringits performance of the Work (as supplements for theMandatory Spare Parts procured by Contractor pursuant to Section 3.6(f)(i)).

 

(iii)                               Use and Replacement of SpareParts.  Contractor shall have theright to use spare parts that are in Owner’s inventory specifically during theperformance of the Work or to remedy a Warranty item[**].  Contractor shall coordinate with Ownerconcerning the delivery and storage of spare parts.

 

(g)                                 Operation and Maintenance Staff. For those activities supported and/or conducted by Owner under Articles11 “Testing” and 12 “Stages of Completion”, Owner shall provide fully trainedand qualified operation and maintenance personnel for testing and operation

 

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and maintenance of a Unitor the Facility consistent with Contractor’s requirements as determined duringPhase I and as set forth upon such determination in Exhibit A. Ifas a result of circumstances encountered during testing, Contractor determinesthat additional operation and maintenance personnel are needed (and providedthat such determination has been made in accordance with Good IndustryPractices), Contractor shall have the right to require that additionaloperation and maintenance personnel be provided by Owner upon reasonableadvance notice to, and following discussions with, Owner.

 

(h)                                 Job Site Rules. From the Effective Date until Final Completion of the Second Unit (or ifthere is no Second Unit, the First Unit), each Party, its representatives andagents shall abide by the Site safety rules promulgated by the otherParty.

 

3.7                                 Subcontractors.

 

(a)                                  Selection of Subcontractors. Contractor shall have the right to have portions of the Work performedby Subcontractors. Subcontractors designated as Major Subcontractors areidentified in Exhibit P-1. After the Effective Date, Contractor shall provide periodic updates tothe Exhibit P-1 list and shall submit the updated list to Owner forreview. Owner shall identify to Contractor any added Major Subcontractors thatare unacceptable to Owner and provide to Contractor a reasonable basis forOwner’s rejection of any such added Major Subcontractors. Exhibit P-2contains a list of potential Subcontractors that may be used for Siteconstruction and related field services. Contractor shall work proactively with Owner to choose acceptableSubcontractors for performance of the Work that is not part of the StandardPlant.  In the event Contractor desiresto use any Subcontractors that are not listed in Exhibit P-2 toconduct its Scope of Work on Owner’s property with respect to both the StandardPlant and on work that is not part of the Standard Plant, Contractor shallnotify Owner and, within five (5) Business Days of such notice, Ownershall notify Contractor if such proposed Subcontractor is not acceptable toOwner (such acceptance not to be unreasonably withheld). If Owner rejects anysuch selected Subcontractor and the use of a different Subcontractor wouldaffect Contractor’s costs for performance of the Work or the Project Schedule,Contractor shall be entitled to a Change Order pursuant to Article 9. If,however, Owner fails to provide such notice to Contractor within the five (5) BusinessDay period, then Owner shall be deemed to have approved such proposedSubcontractor. Subject to the prior provisions of this Section 3.7(a) withrespect to Major Subcontractors, Contractor is not obligated to consult withOwner on its selection of Subcontractors not working on Owner’s property.  Owner shall have the right to recommendadditions to Exhibit P-1 and P-2 from time to time, subjectto Contractor’s approval. Contractor shall be responsible for the actions andomissions of all Subcontractors.

 

(b)                                 [**]

 

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[**]

 

(c)                                  Performance by Contractor and Major EquipmentVendors; Owner’s Cure Rights.

 

(i)                                     Contractor warrants andrepresents that it shall in good faith fully and promptly perform and observeall of the agreements, terms, covenants and conditions required to be performedand observed by the Contractor under any material provision of a Subcontractfor Major Equipment (a “Major Equipment Purchase Order”).  Upon demand, Contractor shall furnish toOwner a certification that [**].

 

(ii)                                  Upon Contractor’s receipt ofthe first payment from Owner for the purpose of procuring an item of MajorEquipment, Contractor shall designate the schedule reservation for such item ofMajor Equipment to Owner and thereafter [**].

 

(iii)                               [**]

 

(iv)                              If Contractor is in defaultof a payment obligation pursuant to a Major Equipment Purchase Order, Owner maymake the applicable payment due and owing

 

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under such MajorEquipment Purchase Order in order to cure such payment default; provided,however, that Owner shall not make such payment if, and so long as (a) Contractorshall take all steps necessary to challenge or take any action to cure suchpayment default; and (b) during such challenge or cure: (i) theinterests of Owner may not be materially adversely affected, (ii) no timelimits or grace periods under the Major Equipment Purchase Order would expirewhich would give Major Equipment Vendor any right or option to terminate theMajor Equipment Purchase Order, and (iii) no additional right or remedywould become available to the Major Equipment Vendor by reason of the deferralby Owner of any action to effect a cure of the payment default.  [**]

 

(d)                                 Owner’s Consent for Termination orModification of Major Equipment Purchase Orders.

 

(i)                                     [**]

 

(ii)                                  [**]

 

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[**]

 

(e)                                  [**]

 

(f)                                    Subcontract Terms. Contractor shall use commerciallyreasonable efforts to include in each Major Equipment Purchase Order provisionsin substantially the following form for the protection of Owner. If Contractoris unable to obtain such agreement in advance from a Major Equipment Vendor, itshall promptly notify Owner; however, in the event that this Agreement isterminated, Contractor shall work cooperatively with Owner to obtain theagreement of the Major Equipment Vendor to assignment of its Subcontract or therelevant portion thereof at that time. It should be noted that the Subcontractsthat Contractor will have with ABB Ltd. and Emerson Process Management for thesupply of instrumentation and control related equipment associated with theWork will not be directly assignable to Owner in the event of termination ofthis Agreement.

 

(i)                                     Major Equipment Vendoragrees that upon termination of the Agreement between Contractor and Owner forany reason other than Owner’s default or Owner’s termination for convenience,Owner, or its nominee, shall have the option to [**] under this Major EquipmentPurchase Order related to Owner scope of supply.

 

(ii)                                  [**]

 

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[**]

 

(iii)                               [**]

 

(iv)                              [**]

 

(v)                                 Title to an item of Major Equipment shallpass to Contractor upon payment in full by Contractor to the Major EquipmentVendor for such item of Major Equipment.

 

**ARTICLE 4 — FACILITY LICENSES, PERMITS AND APPROVALS**

** **

4.1                                 Owner Permits. Owner shall be responsible for obtaining, maintaining and paying forOwner Permits (including the COL) and for all communications with anyGovernment Authorities regarding such Government Approvals.  Contractor shall provide support to Owner inconnection with such Government Approvals, including making personnel availableto testify at formal and informal government proceedings, and providing alldocuments and information reasonably requested by Owner, including review andcomment to sections prepared by others, and any amendments thereto, to addressformal NRC licensing questions on a schedule that supports the Project Scheduleand licensing support services. Contractor shall be compensated for such services on a Time andMaterials Basis.  Owner shall provide asmuch advance notice as practical for the testimony of Contractor’s Personnel atproceedings before

 

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Government Authorities. Contractor provides noassurance or guarantee that the COL or any other Owner Permit required to beobtained by Owner shall be obtained by Owner.

 

4.2                                 Contractor Permits. Contractor shall be responsible for obtaining, maintaining and payingfor the Contractor Permits. Owner shall provide Contractor reasonablecooperation and assistance in obtaining and maintaining Contractor Permits.

 

4.3                                 ITAACs.

 

(a)                                  Contractor shall be responsible for thoseITAACs associated with each Unit as are set forth in the Design ControlDocument.  Any new or additional ITAAC,or any changes or modification to the ITAAC contained in the Design ControlDocument that Owner proposes be added to Contractor’s Scope of Work shall besubject to agreement by Contractor and Owner pursuant to Section 9.1(a) and,upon such agreement, shall entitle Contractor to a Change Order pursuant to Article 9.

 

(b)                                 Contractor shall be responsible forconducting, or causing to be conducted the inspections, tests and analysesassociated with each Unit’s ITAAC within Contractor’s Scope of Work. Uponcompletion of such inspections, tests and analyses, Contractor shall beresponsible for preparing and delivering to Owner the Documentation or otherdeliverables to demonstrate and confirm that the related acceptance criteriaassociated with such inspections, tests and analyses as applicable to each Unitwithin Contractor’s Scope of Work have been met.

 

**ARTICLE5 — QUALITY ASSURANCE**

** **

5.1                                 Quality Assurance.

 

(a)                                  Contractor has sole responsibility forthe quality assurance and quality control of the Work.  Contractor has provided to Owner its qualityassurance program consisting of each Consortium Member’s Quality AssuranceProgram that has been approved by the NRC (“Quality Assurance Program”).  The QualityAssurance Program and any changes thereto shall meet the requirement of 10C.F.R. Part 50, Appendix B and ASME NQA-1 – 1994 and be accepted by theNRC and accepted by Owner.  Contractor’sQuality Assurance Program is subject to review and audit by Owner forcompliance with 10 C.F.R. Part 50 Appendix B and ASME NQA-1 - 1994.  Contractor has prepared AP1000Project-specific clarifications and modifications with respect to the QualityAssurance Program and has set forth such items in the Project Quality AssuranceProgram Interface Plan (“PQAPIP”).  ThePQAPIP will be included in the Project Execution Plan and shall be delivered toOwner for its review and approval. Owner’s review and acceptance of the PQAPIPshall not relieve Contractor from its obligations to comply with therequirements of this Agreement and 10 C.F.R. Part 50, Appendix B.  The Quality Assurance Program and the PQAPIPwill collectively be the “Project Quality Assurance Program” or “PQAP”.  Contractor shall provide Owner with five (5) copiesof the PQAP and Quality Assurance Program or make them availableelectronically. Contractor shall follow the PQAP throughout its performance ofthe Work.  The PQAP and associatedpolicies and procedures shall address Contractor’s Scope of Work, including,without limitation, systems, structures and components in a manner consistentwith their classification with respect to their importance to nuclear safety(i.e., safety related, important to safety, non-safety related) or their

 

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importance to the capacity, operability and reliability of the Facility asclassified in the DCD.  The PQAP shallsupport Owner’s compliance with 10 C.F.R. Part 50, Appendix B and ASME NQA-1– 1994 and shall be subject to review and auditby the Owner at the Owner’s request.  Forpurposes of the American Society of Mechanical Engineers (ASME) Code,Contractor shall be designated as Owner’s agent.

 

(b)                                 Subcontractor Quality Assurance. In accordance with the PQAP, Contractor shall also require MajorSubcontractors to establish, implement and maintain appropriate qualityassurance programs (which may either be the PQAP or such other qualityassurance program capable of being audited to the requirements of the PQAP) fortheir respective portions of the Work consistent with the nuclear safetyquality classification of their portion of the Work.  Such programs shall be made available forreview by Owner.  Major Subcontractoraudit reports shall be made available for review by Owner or its authorizedrepresentative.  At its own cost, Owneror its authorized representative may participate in scheduled audits ofSubcontractors performed by Contractor.

 

5.2                                 Reporting of Defects, Noncompliance,Failures and Breakdowns of QA Programs.  Contractorshall comply with the provisions of 10 C.F.R. Part 21, “Reporting ofDefects and Noncompliance,” and 10 C.F.R. Part 50.55, “Conditions ofconstruction permits, early site permits, combined license, and manufacturinglicenses,” in the performance of its obligations under this Agreement.  Without limiting the foregoing, Contractorshall act as the “dedicating entity,” as defined in 10 C.F.R. § 21.3 and 10C.F.R. § 50.55(e)(1), and comply with the requirements of 10 C.F.R. § 21.21(c) and10 C.F.R. § 50.55(e)(4).  Contractorshall comply with the posting requirements of 10 C.F.R. § 21.6 and 10 C.F.R. §50.55 at the Site and shall permit, and cause each Subcontractor to permit, theNRC to inspect records, premises, activities and basic components as necessaryto accomplish the purposes of 10 C.F.R. Part 21, including permitting theNRC the opportunity to inspect records pertaining to basic components thatrelate to the identification and evaluation of deviations, and the reporting ofdefects and failures to comply, including any advice given to purchasers orlicensees on the placement, erection, installation, operation, maintenance,modification, or inspection of a basic component.  Contractor shall comply with the provisionsof 10 C.F.R. § 50.55(e)(1)(iii)(C) for reporting any significant breakdownin any portion of the Contractor’s or Subcontractor’s quality assurance programconducted under the requirements of Appendix B to 10 C.F.R. Part 50 whichcould have produced a defect in a basic component.  Contractor shall require in each contractwith its first tier Subcontractors to perform any of the Services or to furnishany Equipment, at the Site or elsewhere, and that are subject to the provisionsof 10 C.F.R. Part 21 and 10 C.F.R. 50.55, that such Subcontractor shallcomply with the provisions of 10 C.F.R. Part 21 and 10 C.F.R. Part 50.55.Additionally, Contractor shall require that each Subcontractor include in eachcontract with its first tier Subcontractors to perform any of the Services orto furnish any Equipment, at the Site or elsewhere, and that are subject to theprovisions of 10 C.F.R. Part 21 and 10 C.F.R. Part 50.55 a provisionstating that such Subcontractor shall comply with the provisions of 10 C.F.R. Part 21and 10 C.F.R. Part 50.55. Contractor shall, and shall require that each of its first tierSubcontractors, provide Owner with copies of all notices and otherdocumentation that Contractor or such Subcontractor, as applicable, may discloseto the NRC pursuant to 10 C.F.R. Part 21 or 10 C.F.R. Part 50.55concurrently with such disclosure to the NRC (or, if concurrent disclosure isnot practical, as soon as reasonably practicable following such disclosure).

 

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Additionally, each Subcontractor shall require thateach of its first tier Subcontractors provide Owner with copies of all noticesand other documentation that such Subcontractor or its Subcontractors, asapplicable, may disclose to the NRC pursuant to 10 C.F.R. Part 21 or 10C.F.R. Part 50.55 concurrently with such disclosure to the NRC (or, ifconcurrent disclosure is not practical, as soon as reasonably practicablefollowing such disclosure).

 

5.3                                 Quality Control and Inspection Activities. Contractor shall be responsible to perform the quality control andinspection activities in accordance with the PQAP.  The quality control and inspection activitiesshall be consistent with the nuclear safety quality classification of the system,structure or component under evaluation. The Persons performing quality assurance and control functions forContractor shall have sufficient authority and organizational freedom toidentify quality problems; to initiate, recommend, or provide solutions; and toverify implementation of solutions.  SuchPersons performing quality assurance and control functions shall report to amanagement level such that this required authority and organizational freedom,including sufficient independence from cost and schedule when opposed to safetyconsiderations, are provided.

 

5.4                                 Access and Auditing at ContractorFacilities.  Contractor shall provide Owner and itsauthorized representatives with reasonable access during normal working hoursto the Work at Contractor’s facilities, and all pertinent documentationrelating to the Work, for observation and inspection, including auditing ofactivities for conformance with the requirements of the PQAP and allrequirements of this Agreement. Inspections and audits of Contractor shall be coordinated withContractor.

 

5.5                                 Access and Audits at Subcontractors’Facilities.  Contractor shall include in its Subcontractswith Major Subcontractors the right of Owner to have access to suchSubcontractors’ facilities as follows. During working hours, Owner and itsauthorized representatives shall have the right of access to Contractor’s andMajor Subcontractors’ premises and working facilities for quality assurance andquality control activities.  Contractorshall provide Owner and its authorized representatives with necessaryinformation and assistance to carry out Owner’s quality assurance and qualitycontrol activities.  Quality assuranceand quality control activities at Major Subcontractors shall be limited toparticipation in scheduled audits and execution of Witness Points identified asthe Witness Points and Hold Points in the manufacturing and fabrication plansfor the Equipment, such as in-process testing and final product review foracceptance. Quality assurance and quality control activities at MajorSubcontractors include activities necessary to address quality issues which mayarise at sub-suppliers. In cases where Contractor incurs additional cost or delay in the Project Schedule from itsMajor Subcontractors due to Owner’s request to perform additional qualityassurance and quality control activities beyond these activities, Contractorshall be entitled to a Change pursuant to Article 9.  Contractor shall implement, and require itsMajor Subcontractors to implement measures necessary to be taken to ensurecompliance with this Agreement where such measures are identified as a resultof a quality assurance audit or surveillance carried out by Owner’s authorizedrepresentatives.  The rights of accessdescribed above are subject to restrictions which may be identified by a MajorSubcontractor related to access to proprietary information, additional costsfor access beyond routine audits and Witness Points, reasons of nationalsecurity or access by foreign nationals.

 

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5.6                                 Witness and Hold Points.

 

(a)                                  Following the selectionof a specific vendor for Equipment identified in Exhibit Q that ispart of the Standard Plant and for which there are contractual Witness Pointsand Hold Points, Contractor shall identify the associated Witness Points andHold Points via inclusion of the Witness Points and Hold Points in themanufacturing and fabrication plans for the Equipment.  After review, Owner may identify additionalWitness Points and Hold Points and Owner shall notify Contractor of anyOwner-designated Witness Points or Hold Points that they shall attend.  In cases where Contractor incurs additionalcost or delay in the Project Schedule from its Major Subcontractors due toOwner’s request to add additional Witness Points and/or Hold Points beyondthose identified by Contractor, Contractor shall be entitled to a Change Orderpursuant to Article 9. Contractor shall provide Owner access to or copiesof these manufacturing and fabrication schedules for Equipment identified in Exhibit Qand the regular updates to these schedules, such that Owner has advance noticeof approaching scheduled Witness Points and Hold Points.  Owner shall be notified in writing by Contractorof Owner-designated Witness Points and Hold Points as soon as practicable butno later than [**] Business Days prior to the scheduled activity.  Owner shall acknowledge the notification ofOwner-designated Hold Points within [**] Business Days and indicate whether or not it intends to attend theactivity that is the subject of the Hold Point.

 

(b)                                 Work may proceed withand beyond Owner-designated Witness Points in the absence of Owner’s or itsauthorized representative’s participation without a written waiver. Work maynot proceed with or beyond Owner-designated Hold Points without a writtenwaiver from Owner.  If proper notification has been given andOwner has responded that it intends to attend the activity that is the subjectof the Owner-designated Hold Point, but Owner or its authorized representativeis unavailable at the designated time, or Owner does not respond as to whetheror not it intends to attend the activity that is the subject of theOwner-designated Hold Point, the work shall not proceed, Contractor shall beentitled to a Change Order pursuant to Article 9.  Requests byOwner to witness tests or conduct surveillance after the scheduled point intime designated for a Witness Point or Hold Point shall be accommodated byContractor only if technically feasible, shall entitle Contractor to a ChangeOrder pursuant to Article 9.

 

(c)                                  Witnessing of tests orother surveillance by Owner shall be at Owner’s expense. If Owner performs thesurveillance or elects not to perform a surveillance, such surveillance orwaiver shall not relieve Contractor of its obligations under this Agreement.

 

(d)                                 Any nonconformance or deviation fromdesign requirements for the Equipment listed in Exhibit Q whichresults in “repair” or “accept as is” dispositions to design requirements shallbe submitted to Owner for its written approval, which shall not be unreasonablywithheld. Repaired and reworked items shall be re-inspected to verifyconformance to the requirements specified by the disposition. A nonconformancewhich represents significant conditions adverse to quality submitted for Owner’sapproval shall include the identification of the cause of the nonconformanceand the corrective action to prevent recurrence.

 

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5.7                                 Owner’s Right to Inspect and Stop Work.

 

(a)                                  Owner’s Right to Inspect. Owner shall have the right to have its authorized representativesinspect the Work in order to assure that the Work complies with therequirements of this Agreement, including Contractor’s PQAP. Inspection byOwner shall not be deemed to be supervision by Owner of Contractor and shallnot relieve Contractor of any responsibility for performing the Work inaccordance with this Agreement.  Anyacceptance or approval by Owner shall not be deemed to constitute finalacceptance of same by Owner, but shall be only for the purpose of assuring thatthe Work complies with this Agreement. Owner may report to Contractor anyunsafe or improper conditions or practices observed at the Site for action byContractor in correction or enforcement.

 

(b)                                 Defective Work. If Owner’s inspection reveals any non-compliance or any other defects inany portion of Work, then Contractor shall, promptly upon its receipt of noticefrom Owner, take such actions as are required with respect to such defectiveWork in accordance with its Quality Assurance Program.  If Contractor is not taking the actionsrequired with respect to defective Work in accordance with the PQAP, Ownershall have the right to cause Contractor to take corrective action.

 

(c)                                  Right to Stop Work for Cause. If Contractor fails to take corrective action for defective Work asrequired under Section 5.7(b), then Owner, by written order, may orderContractor to stop performance of the portion of the Work affected thereby,until the cause of such order has been eliminated.  In addition, Owner, by written order, mayorder Contractor to stop performance if the activities of Contractor at theSite reasonably appear to Owner to cause or threaten to cause danger to life ordamage to property. Contractor shall not be entitled to a Change Order for stopWork orders properly issued pursuant to the terms of this Section 5.7(c).

 

(d)                                 Uncovering of Work. Prior to the commencement of theWarranty Period, in the event Owner requests that any Work be uncovered todetermine whether it is deficient, Contractor shall be entitled to a ChangeOrder pursuant to Article 9 unless the Work is found to be deficient.  If the Work is found to be deficient,Contractor shall repair or replace it or take other appropriate correctiveaction. During the Warranty Period, the provisions of Article 14 shallapply to any Work that does not conform to the Warranties.

 

**ARTICLE 6 — CONTRACT PRICE**

** **

6.1                                 Components of the Contract Price. The Contract Price is divided by Unit and by Consortium Member, asfurther described in Exhibit H. [**]

 

6.2                                 [**]

 

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[**]

 

6.3                                 Future Fuel Agreement and ServicesAgreement.

 

(a)                                  Westinghouseand Owner intend to enter into negotiations for establishing a long termservices agreement and a fuel fabrication agreement, as provided below:

 

(i)                                     The services agreement wouldbe typical of existing alliance agreements that Westinghouse holds with itsexisting customers and would be tailored to both Parties’ specific needs andbusiness objectives.  The contractstructure would contain provisions for agreed upon exclusive scopes andpreferred vendor scopes, and include provisions for price protections andperformance incentives based on Westinghouse and overall Unit performance.  The initial agreement would be for futureservices on Units 1, 2 and 3, starting on a mutually agreeable schedule.

 

(ii)                                  The intent of the fuel fabrication agreement would provideWestinghouse the fuel fabrication for a period through year [**], for Unit 1fuel reloads beyond the current contract and the fuel fabrication for the firstcore and future reloads on Units 2 & 3 through [**].

 

(iii)                               Throughout the development and negotiation of these agreements,each of Owner and Contractor will evaluate its individual business case todetermine the prudency of entering into long term agreements.  At any point during this period, either Partymay terminate negotiations. In the event that Westinghouse and Owner have not,on or before [**], entered into (x) services agreement for long termservices, and/or  (y) a fuelfabrication agreement for long term fuel fabrication for Owner’s existingnuclear power plant at the V.C. Summer station and the Units, (each suchagreement to be on mutually agreed terms and conditions) [**].

 

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(b)                                 Owner shall use best efforts to engageShaw to perform certain maintenance services for Owner, provided that Shaw and Owner mutually agree tocommercially reasonable terms and conditions to govern Shaw’s performance ofsuch maintenance services.

 

**ARTICLE 7 — PRICE ADJUSTMENT PROVISIONS**

** **

The amounts payable toContractor under this Agreement (other than the Fixed Price portion of theContract Price) shall be subject to the Price Adjustment Provisions describedin Exhibit J. [**]

 

**ARTICLE 8 — PAYMENTS**

** **

8.1                                 Target Priceand Time and Materials Payments.

 

(a)                                  Payment for TargetPrice.  Prior to thecommencement of any Target Price Work, Contractor shall provide to Owner aprojected payment plan, broken down by calendar quarter, for the remainder of2008, and monthly thereafter, for the Target Price portion of the ContractPrice (the “Payment Plan”, to be appended to this Agreement as Exhibit F-2).  By Monday, 5:00 p.m. Eastern time of each week,Contractor shall deliver to Owner an invoice (in electronic form) for theTarget Price Work based on costsinvoiced to Contractor or incurred byContractor due to hours worked or otherwise during the prior week.  Payment shall be due in the form of anelectronic transfer of funds from Owner to Contractor’s account by Thursday,5:00 p.m. Eastern timeof such week.  On atleast a monthly basis, the Parties shall review the Payment Plan and the actualdocumented costs incurred to determine whether changes are required to thePayment Plan to account for any amounts over or under invoiced by Contractor.The Payment Plan shall be revised and resubmitted to Owner by Contractor as aresult of such review.  In addition, costand schedule performance shall be evaluated on a monthly basis, the results ofwhich shall be provided to Owner, and corrective actions shall be developed toremedy deficiencies identified by this review.

 

(b)                                 Payment for Time andMaterials Charges.  Unless otherwise agreed by the Parties, billings for Timeand Materials Work shall be subject to the sameprocedures and payment processes as set forth in Section 8.1(a). Timeand Materials Charges shall be set forth in separate invoices from invoices forthe Target Price Work.  In addition, costand schedule performance shall be evaluated on a monthly basis, the results of which shall be provided to

 

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Owner, and corrective actions shall bedeveloped to remedy deficiencies identified by this review.

 

8.2                                 Milestone Payments.  Contractor shall be paid for the portion of theContract Price constituting the [**] in accordance with the Milestone PaymentSchedule in Exhibit F-1. The applicable portion of the [**] shallbe invoiced by Contractor upon the completion (or substantial completion asprovided below) of each Milestone. Invoices for Milestone Payments for MajorEquipment shall be issued separately from invoices for other MilestonePayments.  [**]  Submittal of each invoice by Contractor for aMilestone Payment shall constitute a representation by Contractor that it hasperformed and provided the Work required for such payment in accordance withthis Agreement or otherwise covered by such invoice. Payment shall be due fromOwner within [**], in each case, following receipt of the invoice.  [**]xxxx

 

8.3                                 Final Payment. Upon achievement of Final Completion for each Unit, Contractor shallsubmit to Owner an invoice for the final Milestone Payment for such Unit andother payments due under this Agreement (the “Final Payment Invoice”) which shallset forth the remaining amounts due to Contractor pursuant to this Agreement(minus any amounts that are still being held for Final Completion Punch Listitems for such Unit that cannot be completed until the next Nuclear Fuelre-load, as provided in Section 12.5). Payment of the Final Payment Invoice shall be due from Owner within [**]of its submission to Owner.  Whensubmitting the Final Payment Invoice for a Unit, Contractor shall: (i) submita written discharge, in form and substance reasonably satisfactory to bothParties, confirming that the total of the

 

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Final Payment Invoice (minus any such Final CompletionPunch List items) represents full and final settlement of the monies due toContractor for the performance of the Work under this Agreement with respect tosuch Unit, (ii) include a waiver against any mechanic’s and materialman’sliens; provided that the waiver shall be conditioned on Contractor receivingpayment pursuant to the Final Payment Invoice and (iii) with the FinalPayment Invoice for the Second Unit, return all Sales Tax exemptioncertificates issued to Contractor and Subcontractors to Owner or provide astatement that all such certificates have been destroyed or have expired.

 

8.4                                 Supporting Documentation; PaymentDisputes.

 

(a)                                  Contractor shall submit invoices in aformat agreed to by Owner. Contractor shall make available such documentationand materials as Owner may reasonably require substantiating Contractor’s rightto payment of any invoice. If any invoice is deficient in any material respect,Contractor may be required by Owner to resubmit that invoice in proper form;provided, however, that Owner shall pay any portion of it that is not deficientor subject to dispute.  Owner shallreview each invoice and shall make exceptions, if any, by providing Contractorwith written notice by the earlier of (i) such date the invoice is paid byOwner or (ii) [**] after Owner receives the invoice along with evidencewhich reasonably documents the contractual basis of such exceptions. If Ownerprovides no exceptions within such time, Owner shall pay Contractor within thetime specified for payment above.

 

(b)                                 Payment shall not waive Owner’s right todispute an invoice.  Any amount of aninvoice that Owner disputes shall be resolved in accordance with Article 27.

 

(i)                                     Should such dispute not besettled within [**] of the due date, Owner shall pay [**].

 

(ii)                                  Once the dispute is resolved, Owner shall payany additional amount due or Contractor shall refund any amount by which it wasoverpaid, as applicable, within [**] after the date of the final resolution[**].

 

(c)                                  If for any reason Owner fails to pay Contractor for allundisputed sums due and owing by the due date or, for disputed amounts, by thedate required as set forth in (b)(i) above, Contractor shall notify Ownerof the overdue payment, and a late payment charge shall accrueat a rate equal to [**] per annum. If Ownerfails to make payment of any undisputed amount due within [**] following thedue date or fails to make payment of any disputed amount within [**] followingthe date set forth in (b)(i) above, Contractor shall provide a secondnotice to Owner in writing.  If Ownerfails to make payment of the undisputed amount due within [**] following itsreceipt of this second notice, Contractor has the right to suspendperformance of the Work as if Owner had ordered a suspension in accordance withSection 22.1.

 

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(d)                                 Owner may take advantage of any discountidentified in Contractor’s invoice for prompt payment.

 

8.5                                 No Acceptance by Payment. Owner’s payment of any invoice does not constitute approval oracceptance of any item or cost in that invoice nor shall Owner’s payment beconstrued to relieve Contractor of any of its obligations under this Agreement.

 

8.6                                 Security for Payment and Performance.

 

(a)                                  Simultaneously with the execution of this Agreement, (i) Westinghouseagrees to supply to Owner a parent company guaranty from Toshiba in the formset forth as Exhibit I-1 and (ii) Stone & Websteragrees to supply to Owner a parent company guaranty from Shaw in the form set forth as Exhibit I-2.

 

(b)                                 [**]

 

(c)                                  [**]

 

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[**]

 

(d)           [**]

 

8.7                                 Separate Payments for Consortium Members. Each Contractor invoice shall designate the amount of the payment due toeach Consortium Member. Owner shall make payment to each Consortium Member asindicated.

 

**ARTICLE 9 — CHANGES IN THE WORK**

** **

9.1                                 Entitlement to Change Order. The following, to the extent that they impact the obligations ofContractor under this Agreement (each, a “Change”), shall entitle Contractor toa Change Order in accordance with the provisions of this Article 9:

 

(a)                                  any addition to, deletion from, ormodification of the Facility or any change in the Work, that is agreed by theParties or that arises as a result of the issuance of the COL;

 

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(b)                                 an Uncontrollable Circumstance;

 

(c)                                  a Change in Law;

 

(d)                                 issuance of new ITAAC or revisions toITAAC in existence as of the Effective Date;

 

(e)                                  Contractor encountering conditions at oraffecting the Site not made known to Contractor or are not evident or readilydiscernible upon Contractor’s inspection of the Site as provided in Section 3.6(d) and/orencountering Hazardous Materials for which it is not responsible;

 

(f)                                    the circumstances that entitle Contractorto a Change Order as provided for in Section 5.6;

 

(g)                                 uncovering of the Work (unless the Workis found to be deficient) as provided for in Section 5.7(d);

 

(h)                                 any breach of this Agreement by Owner ofits obligations under this Agreement (including, without limitation, theobligations under Section 3.6) or delay or other demonstrable adverseimpact on Contractor’s or a Subcontractor’s activities under this Agreementresulting from delay by Owner in giving any required approvals or in performingany of Owner’s responsibilities under Section 3.6 (other than any delayfor which Contractor is responsible) or interference by Owner or Owner’sPersonnel or Invitees (other than Contractor or its Subcontractors or theirPersonnel or Invitees);

 

(i)                                     suspension of the Work pursuant to Article 22except to the extent that it arises as a result of Contractor’s act, omissionor default;

 

(j)                                     failure of Owner to issue the Full Noticeto Proceed or Limited Notices to Proceed in time to support Contractor’srequired activities to maintain the Project Schedule as further described in Section 3.3;

 

(k)                                  an instruction by Owner to Contractor toaccelerate the performance of the Work accepted by Contractor; or

 

(l)                                     any other event or circumstancespecifically identified in this Agreement as constituting a Change or entitlingContractor to a Change Order.

 

9.2                                 Owner-Directed Changes. It is the intent of the Parties to preserve the design of the StandardPlant, including the approach to the supply chain, construction, licensing,operation and maintenance. However, Owner may request any Change, provided itis technically feasible, with the understanding that such Change may cause theFacility to no longer qualify as a Standard Plant, subject again to Sections9.3 through 9.5.

 

9.3                                 Effect of Changes. To the extent that a Change adversely affects Contractor’s or itsSubcontractors’ ability to perform the Work, increases the costs for the Work,affects

 

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Contractor’s ability to achieve the Net UnitElectrical Output Guarantee or Warranties or its other obligations under thisAgreement, or causes a delay in the Project Schedule, Contractor shall beentitled to an equitable adjustment as appropriate to the Contract Price, theProject Schedule, the Milestone Payment Schedule, the Guaranteed SubstantialCompletion Dates, the Scope of Work and/or such other parts of this Agreementas may be affected by such Change. Similarly, to the extent that a Change enhances Contractor’s or itsSubcontractors’ ability to perform the Work, reduces the cost of the Work orits other obligations under this Agreement, or shortens the Project Schedule,Owner shall be entitled to an equitable adjustment as appropriate to the ContractPrice, the Project Schedule, the Milestone Payment Schedule, the GuaranteedSubstantial Completion Dates, the Scope of Work and/or such other parts of thisAgreement as may be affected by such Change. Any increase or decrease in theContract Price resulting from a Change shall be determined and shall be payableas follows:

 

(i)                                     by [**] in an amountproposed by Contractor and accepted by Owner (to be payable as the Parties mayagree); or

 

(ii)                                  if Owner does not accept the[**] amount proposed by Contractor, on a Time and Materials Basis, using therates in Exhibit G, provided that for any such Change, Contractorshall have the right to make a Claim for the costs of Work affected by theChange that are not covered in the Time and Materials Charges for the Change.Such additional costs shall be subject to audit in accordance with the terms ofSection 25.4.

 

9.4                                 Change Orders. Contractor shall submit written notice of a Change to Owner as soon asreasonably practicable under the circumstances after becoming aware of theChange. Such notice shall include (or where not possible, be followed by)notice of the following as such information becomes available:

 

(a)                                  details of the effect of the Change onthe provisions of the Agreement;

 

(b)                                 options to mitigate the costs or delaysor enhance the savings associated with the Change;

 

(c)                                  an evaluation of the impact on theLicensing Basis as of the date of the Change;

 

(d)                                 a written proposal for executing the Workinsofar as it has changed; and

 

(e)                                  changes that are needed to the MilestonePayment Schedule so that it reflects the changes to the Project Schedule.

 

Change Orders shall be agreed to in writing by theParties.  Each Change Order shall showthe adjustments agreed to by the Parties. If Owner requests a proposal for a Change in the Work from Contractor orshould Contractor submit a notice for a Change under Section 9.1, a ChangeOrder shall be issued to reimburse Contractor for any charges incurred, or tocompensate Owner for any resulting savings, including but not limited tocharges for or savings in estimating services, design services or preparationof proposed revisions to the Agreement. Any changed

 

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Work performed by Contractor prior to the execution ofa Change Order shall be at Contractor’s risk.

 

9.5                                 Disputes over Changes. In the event the Parties are unable to agree on any aspect of a ChangeOrder, the dispute shall be resolved in accordance with the provisions of Article 27.

 

9.6                                 Changes for Contractor’s Convenience.

 

(a)                                  Contractor shall have the right to takeany action at its own expense that is generally consistent with this Agreementand that is reasonably necessary to meet the requirements of this Agreement,including performing its obligations in accordance with Good IndustryPractices.  With respect to Equipment ormaterials or aspects of the Work that are part of the Standard Plant,Contractor shall have the right to make substitutions of Equipment or materialsset out in the Specifications, or deletions from or modifications to theFacility or the Work as described in the Scope of Work or the Licensing Basis,so long as such substitutions, deletions or modifications are equivalent orbetter as to function and reliability on a life cycle basis and do not causethe Equipment or materials or aspects of the Work to no longer conform to theStandard Plant. Contractor shall provide notice of and the rationale for anysuch Change to Owner.

 

(b)                                 In the event that Contractor desires tomake substitutions of Equipment or materials set out in the Specifications, ordeletions from or modifications to the Facility or the Work as described in theScope of Work or the Licensing Basis and such action (i) would cause theEquipment or materials or such aspect of the Work (following the finalizationof the design of the applicable system, component or structure) to no longerconform to the Standard Plant, or (ii) would be contrary to the COL or theDCD, [**].

 

(c)                                  [**]

 

(d)                                 Owner’s prior written approval shall notbe required for a Field Change that is made in accordance with Contractor’sPQAP.

 

(e)                                  Contractor shall provide its designchange and configuration control procedure(s) to Owner for its review andcomment.

 

(f)                                    [**]

 

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9.7                                 Optional Services and Equipment. The Parties acknowledge and agree that Exhibit A sets forthcertain additional Services and Equipment, one or more of which, at the optionof Owner, shall be included in the Work. If Owner desires to exercise such option, it shall provide Contractorwritten notice thereof, in which case such item shall be included in the Work[**].

 

9.8                                 Changes in Import Fees and Duties.  In the event that there is a Change in Law after theEffective Date that results in a reduction of the import fees or duties on theEquipment to be paid by Contractor, [**].

 

**ARTICLE 10 — UNCONTROLLABLE CIRCUMSTANCES**

** **

10.1                           Performance Excused. No Party shall be considered to be in default or in breach of itsobligations under this Agreement to the extent that performance of suchobligations is prevented, impacted or delayed by any UncontrollableCircumstance which arises.  Amounts dueand payable for Work performed shall not be excused due to an UncontrollableCircumstance. Without limiting Contractor’s right to seek a Change Order, tothe extent the Work is affected by an Uncontrollable Circumstance, Contractorshall work diligently to cure, remove, otherwise correct, minimize and containcosts and expenses attendant on or arising from each UncontrollableCircumstance.  [**]  Contractor shall provide information to Ownerto explain its determination of the manner in which the UncontrollableCircumstance has affected Owner [**].

 

10.2                           Notice.  If a Party’sperformance of its obligations under this Agreement is prevented, impacted ordelayed by an Uncontrollable Circumstance, then it shall notify the other Partyof the obligations, the performance of which is prevented, impacted or delayed,and the nature and cause of the event in writing within [**] after thenotifying Party or its Project Director becomes aware of the UncontrollableCircumstance.  The Party affected by anUncontrollable Circumstance shall provide the other Party with weekly updates (i) estimatingits expected duration, the cost of any remedial action, and the probable impacton the performance of its obligations hereunder, (ii) of the actions takento remove or overcome the Uncontrollable Circumstance and (iii) of theefforts taken to mitigate or limit damages to the other Party.  The Party affected by an UncontrollableCircumstance shall also provide written notice to the other Party when itceases to be so affected.

 

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**ARTICLE 11 — TESTING**

** **

11.1                           Scope and Objective of Testing.

 

(a)                                  The scope of testing associated with thisArticle covers that testing which takes place for each Unit at theSite.  The testing that shall beperformed on-Site consists of Construction and Installation Tests,Preoperational Tests, Startup Tests and the Performance Test, each as describedin this Article 11.  Contractorshall provide on a [**] the assistance to Owner during the PreoperationalTests, the Startup Tests and the Performance Test (including without limitationTechnical Support) required hereunder.

 

(b)                                 The “Joint Test Working Group” consistsof an organizational group of representative personnel from each Partyperforming testing services, technical supervision and/or field support workingwith Owner’s operating organization.  TheJoint Test Working Group shall oversee the implementation of the PreoperationalTests program and the Startup Tests program, including planning, scheduling andperformance of all Preoperational Tests and Startup Tests.  Owner shall delegate to Contractor theimplementation and direction of the Joint Test Working Group. Contractor shallhave overall responsibility and authority for technical direction of theinitial test program, consisting of the Construction and Installation Tests,and Preoperational Tests for conducting those tests in accordance with theProject Schedule, and will act as the chairman of the Joint Test WorkingGroup.  Upon Unit Mechanical Completion,the Joint Test Working Group chairman will continue to have overallresponsibility and authority for the technical direction of the Start-up Testprogram, but operation and control of the Unit shall reside entirely withOwner.  Owner shall be responsible forconducting the Startup Tests and the Performance Tests in accordance with theProject Schedule and any delay in performance of the tests not due to the faultof Contractor or its Personnel shall entitle Contractor to a Change Orderpursuant to Article 9.  The JointTest Working Group shall review and evaluate Construction and InstallationTests, Preoperational Tests and Startup Tests results and test turnoverpackages and recommend acceptance of the Turnover to Owner.  Owner is responsible for a startupadministrative manual and administrative proceduresthat provide detailed requirements and govern the execution of activitiesassociated with the conduct of the test program, including the organization,structure and functional relationships of the Joint Test Working Group and thestartup organization.  The startupadministrative manual shall provide direction for interface control of theinternal and external transfer of information, design data, test results andother documents from one organization to another and the Turnover of systemsand Equipment from Contractor to Owner. The startup administrative manual shallbe prepared by Contractor for Owner on a [**].

 

11.2                           Construction and Installation Tests.

 

(a)                                  Theadequacy of construction and installation of components and systems shall beverified by construction inspection and installation tests.  During the construction period, Contractorerects the structure, installs plant equipment and performs constructionverification and inspection tests.  Allof these activities are executed, controlled, and documented in accordance withContractor’s approved procedures.

 

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During construction, Contractor completes theConstruction and Installation Test program in which various electrical andmechanical tests are performed including but not limited to the following:

 

·                                          Cleaning and flushing

 

·                                          Hydrostatic testing

 

·                                          Checks of electrical wiring

 

·                                          Valve testing

 

·                                          Energization and operation of equipment

 

·                                          Calibration of instrumentation

 

(b)                                 During construction, Contractor completesthe building of components associated with the various systems.  The associated piping, wiring, equipment, andcontrols are verified to be installed in accordance with approved final designdrawings. Construction and Installation Tests are performed and all appropriatedocumentation and exceptions to construction verification or tests, orincomplete tests shall be recorded as Turnover exceptions.  On a system basis, completion of this programdemonstrates that the system is ready for preoperational testing. The systemshall be turned over to the Joint Test Working Group.

 

11.3                           Preoperational System Tests.  Following the Construction and Installation Tests of theparticular components and systems, the preoperational system tests are conducted.  Activities during the Preoperational Testsare conducted in accordance with a Startup Administrative Manual as provided inthe Project Execution Plan.  Initially,the Joint Test Working Group prepares the system/components for dynamictesting.  Systems are flushed, tuned, andprepared for preoperational and acceptance testing.  The Joint Test Working Group, whilecoordinating any remaining functional testing, shall typically direct Owner’soperations personnel in the initial starting and operation of the varioussystems.

 

(a)                                  Preoperational Tests shall be performedto demonstrate that the components and systems perform in accordance withselected design requirements so that initial Nuclear Fuel loading, initialcriticality, and subsequent power operation can be safely undertaken inaccordance with Law and applicable Government Approvals. Preoperational Testsat elevated pressure and temperature are referred to as hot functional tests.Contractor shall provide [**] advance notice to Owner of the scheduled testingdates via updates to the Project Schedule.

 

The general objectives of the Preoperational Testprogram are the following:

 

·                                          Demonstrate that essential plantcomponents and systems, including alarms and indications, meet appropriaterequirements based on the design.

 

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·                                          Provide documentation of the performanceand condition of the components and systems.

 

·                                          Provide baseline test and operating data on equipmentand systems for future use and reference.

 

·                                          Operate Equipment for a sufficient period todemonstrate performance in accordance with the Preoperational Test procedures.

 

·                                          Demonstrate that the systems operate on an integratedbasis.

 

Abstracts for the Preoperational Tests for portions ofsystems/components that perform safety-related functions; performdefense-in-depth functions; contain, transport, or isolate radioactivematerial; and for other applicable systems are specified in Chapter 14 of theDesign Control Document.

 

(b)                                 Contractor shall develop thePreoperational Test procedures consistent with its procedures for the StandardPlant and shall provide the Preoperational Test procedures to Owner in advanceof the testing. A team referred to as the “Preoperational Test Group” shall beestablished by the Joint Test Working Group and be manned by each Party’spersonnel as mutually agreed by the Parties. The Preoperational Test Group shall consist of engineering test leadsand test personnel.  The PreoperationalTest Group is responsible for conducting the Preoperational Tests in accordancewith the Project Schedule.

 

(c)                                  Facility equipment used in theperformance of Preoperational Tests shall be operated by Owner in accordancewith appropriate operating procedures, thereby giving Owner’s operating staffan opportunity to gain experience in using these procedures and demonstratingtheir adequacy prior to plant initial criticality.

 

(d)                                 Contractor shall review the results ofthe Preoperational Tests with the Preoperational Test Group and notify Ownerwhen it may proceed with the Startup Test program.

 

11.4                           Startup Tests Objectives and Protocol.

 

(a)                                  The Startup Test program begins withinitial Nuclear Fuel loading after the Preoperational Tests necessary forNuclear Fuel loading have been successfully completed.  Startup Tests can be grouped into four broadcategories:

 

·                                          Tests related to initial Nuclear Fuel loading.

 

·                                          Tests performed after initial Nuclear Fuel loading butprior to initial criticality.

 

·                                          Tests related to initial criticality and thoseperformed at low power (less than five percent (5%)).

 

·                                          Tests performed at power levels greater than fivepercent (5%)

 

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During performanceof the Startup Test program, Owner’s operating staff shall have the opportunityto obtain practical experience in the use of appropriate operating procedureswhile a Unit progresses through heatup, criticality, and power operations.

 

(b)                                 The general objectives of the StartupTest program are to:

 

·                                          Install the Nuclear Fuel in the Unit reactor vessel ina controlled and safe manner.

 

·                                          Verify that the Unit reactor core and components,equipment, and systems required for control and shutdown have been assembledaccording to design and meet specified performance requirements.

 

·                                          Achieve initial criticality and operation at power ina controlled and safe manner.

 

·                                          Verify that the operating characteristics of the Unitreactor core and associated control and protection equipment are consistentwith design requirements and accident analysis assumptions.

 

·                                          Obtain the required data and calibrate equipment usedto control and protect the Facility.

 

·                                          Verify that the Unit responds to the transient testsas described in the Design Control Document.

 

·                                          Verify the operating characteristics of the Unitsecondary plant equipment (turbine, generator, isophase bus duct and main powertransformer, heater balance, main steam, extraction steam, steam dump,condenser, condensate, feedwater, make-up water, cooling tower, main feedwaterpumps, etc.) and associated control equipment.

 

Abstracts of the Startup Tests are provided in Chapter14 of the Design Control Document. Contractor shall develop the Startup Testprocedures per the guidelines documented in Chapter 14 of the Design ControlDocument, in accordance with its procedures for the Standard Plant and shallprovide the Startup Test procedures to Owner in advance of the testing. A teamreferred to as the “Startup Test Group” shall be established by the Joint TestWorking Group and be manned by each Party’s personnel as mutually agreed by theParties.  The Startup Test Group shallconsist of engineering test leads and test personnel.  The Startup Test Group is responsible forconducting the Startup Tests in accordance with the agreed upon ProjectSchedule.  Contractor shall provideTechnical Support to Owner during these tests.

 

(c)                                  Contractor shall give notice to Owner ofthe date (the “Ready for Startup Test Date”) when the Unit is ready, or wouldhave been ready [**] except for a delay caused by Owner or its Personnel orresulting from an Uncontrollable Circumstance, for the Startup Tests on suchUnit to begin; provided, however, that such notice shall not be given until theConstruction and Installation Tests are completed and the

 

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PreoperationalTests are underway such that the Unit will be ready for Startup Tests withinninety (90) Days from such notice.

 

(i)                                     In the event of any such delay, the provisions of Article 9shall apply.  If the Work is suspended asa result of the delay, the Parties shall determineas part of the Change Order process such matters as (A) maintenanceprocedures for the Unit to be followed by Owner until the Startup Test canoccur, (B) whether or not Contractor should demobilize its forces for theduration of the suspension, (C) if demobilization is to occur, ContractorPersonnel that shall either remain on the Site and/or be permitted to examinethe Unit and Owner’s maintenance records on a routine basis to determinewhether the agreed maintenance procedures are being followed and (D) validationprocedures to be undertaken on the Unit to re-determine its readiness for theStartup Test prior to conducting the Startup Test.

 

(ii)                                  To the extent that a delaycaused by Owner or its Personnel or resulting from an UncontrollableCircumstance delays any Startup Test by more than [**] from the Ready forStartup Test Date, Contractor shall be entitled to the Milestone Payments thatwould be due upon or prior to Startup Test Completion, minus the direct costsattributable to the Technical Support to have been provided by Contractor forsuch Startup Test(s).

 

(iii)                               At such time as Owner isready for the Startup Test to be conducted, Contractor shall (if applicable)re-mobilize at the Site on a mutually agreed date and shall proceed to providethe Technical Support required for the Startup Test, followed by thePerformance Test and the other activities required to achieve SubstantialCompletion and Final Completion. Prior to initiating the Startup Test,Contractor shall have the right, pursuant to the agreed validation proceduresdetermined as described in clause (i) above, to determine whether anydegradation of the Unit has occurred. If degradation of the Unit has occurred,Contractor shall be entitled to a Change Order pursuant to Article 9 forthe costs and time required to perform corrections to the Unit to return it toa state ready for the Startup Test.

 

(iv)                              If the delay caused by Owner or its Personnel or resulting from anUncontrollable Circumstance delays any Startup Test bymore than [**] from the Ready for Startup Test Date, then (x) the StartupTest shall be deemed to have been completed and Substantial Completion shall bedeemed to have occurred for purposes of the Warranties, Section 22.2 andany other provisions of the Agreement pertaining to the Guaranteed SubstantialCompletion Date; (y) Contractor shall be entitled to the remainingMilestone Payments; and (z) Final Completion shall be deemed to haveoccurred provided that Contractor completes such other Work that can becompleted notwithstanding the inability to conduct the Startup Test andPerformance Test. At such time, if any, as Owner is ready for the Startup Testto be conducted, Contractor’s sole responsibility hereunder with respect tosuch Startup Test shall be to provide Technical Support for the testing on aTime and Materials Basis.

 

11.5                           Performance Tests.

 

(a)                                  Contractor shall develop the PerformanceTest procedures consistent with its procedures for the Standard Plant and shallprovide the Performance Test procedures to Owner six (6) months in advanceof the testing for review.  PerformanceTest procedures must

 

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beapproved by Owner, such approval not to be unreasonably withheld. Owner shallprovide all consumables, semi-skilled and skilled labor, fully trained andlicensed operators and any other material or services required for thetests.  Contractor shall maintain aminimal construction staff and labor on Site to support the testing process.

 

(b)                                 A test (the “Net Unit Electrical OutputTest”) shall be run to determine whether the Unit meets the Net Unit ElectricalOutput Guarantee.  The Net UnitElectrical Output Test for the Unit shall be conducted in general compliancewith Power Test Code 46 (PTC-46) with the NSSS power no less than [**] of ratedpower measured using the Secondary Calorimetric Methodology and for the periodsand duration discussed below.  The testshall consist of [**] in duration.  Ifupon evaluation of the data more than [**] of the test runs are foundunacceptable for reasons of equipment failure or environmental instability,additional runs will be made.  Test runduration may be extended if necessary to reduce the random uncertainty in thetest results to less than [**].  Datacollected within each test run will be averaged and the results corrected toguarantee reference conditions.  Thefinal Net Unit Electrical Output shall be the average of the corrected netelectrical output for all of the successful test runs.

 

Corrections shall be applied to the measured netelectrical output for NSSS power, electrical power factor at the high side ofthe main step-up transformer, ambient wet and dry bulb temperature andtemperature of the makeup water to the cooling tower.

 

The Net Unit Electrical Output Test for the Unit shallbe determined during a period of continuous operation of [**]. Such Net UnitElectric Output Test shall be satisfactorily completed when the Unit hasdemonstrated its capability of meeting the Net Unit Electrical Output Guaranteeas described above. The measurement frequency shall be in compliance withPTC-46 throughout the test.

 

(c)                                  Contractor shall give notice to Owner ofthe date (the “Ready for Performance Test Date”) when the Unit is ready, orwould have been ready [**] except for a delay caused by Owner or its Personnelor resulting from an Uncontrollable Circumstance, for the Performance Test onsuch Unit to begin; provided, however, that such notice shall not be givenuntil the Construction and Installation Tests and the Preoperational Tests arecompleted and the Startup Tests are underway and would be completed within [**]unless there has been a delay as described in Section 11.4(c).  In the event that there has been a delay inconducting the Startup Test due to a delay caused by Owner or its Personnel orresulting from an Uncontrollable Circumstance, then the Ready for PerformanceTest Date shall be [**] after the Ready for Startup Test Date [**].

 

(i)                                     In the event of any such delay, the provisions of Article 9shall apply.  If the Work is suspended asa result of the delay, the Parties shall determineas part of the Change Order process such matters as (A) maintenanceprocedures for the Unit to be followed by Owner until the Performance Test canoccur, (B) whether or not Contractor should

 

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demobilize its forces forthe duration of the suspension, (C) if demobilization is to occur,Contractor Personnel that shall either remain on the Site and/or be permittedto examine the Unit and Owner’s maintenance records on a routine basis todetermine whether the agreed maintenance procedures are being followed and (D) validationprocedures to be undertaken on the Unit to re-determine its readiness for thePerformance Test prior to conducting the Performance Test.

 

(ii)                                  To the extent that a delaycaused by Owner or its Personnel or resulting from an UncontrollableCircumstance delays any Performance Test by more than [**] from the Ready forPerformance Test Date, Contractor shall be entitled to the Milestone Paymentthat would be due upon Substantial Completion, minus the direct costsattributable to the Technical Support to have been provided by Contractor forsuch Performance Test.

 

(iii)                               At such time as Owner isready for the Performance Test to be conducted, Contractor shall (ifapplicable) re-mobilize at the Site on a mutually agreed date and shall proceedto conduct the Performance Test, followed by the other activities required toachieve Substantial Completion and Final Completion of the Unit. Prior toinitiating the Performance Test, Contractor shall have the right, pursuant tothe agreed validation procedures determined as described in clause (i) above,to determine whether any degradation of the Unit has occurred. If degradationof the Unit has occurred, Contractor shall (without duplication of Changes towhich Contractor is entitled under Section 11.4(c)(iii)) be entitled to aChange Order pursuant to Article 9 for the costs and time required toperform corrections to the Unit to return it to a state ready for thePerformance Test.

 

(iv)                              If the delay caused by Owner or its Personnel or resulting from anUncontrollable Circumstance delays the Performance Testby more than [**] from the Ready for Performance Test Date, then (x) thePerformance Test shall be deemed to have been completed and SubstantialCompletion shall be deemed to have occurred for purposes of the Warranties, Section 22.2and any other provisions of the Agreement pertaining to the GuaranteedSubstantial Completion Date and the Net Unit Electrical Output Guarantee; (y) Contractorshall be entitled to the remaining Milestone Payments; and (z) FinalCompletion will be deemed to have occurred provided that Contractor completessuch other Work that can be completed notwithstanding the inability to conductthe Performance Test. At such time, if any, as Owner is ready for thePerformance Test to be conducted, Contractor’s sole responsibility hereunderwith respect to such Performance Test and the Net Unit Electrical OutputGuarantee shall be to provide Technical Support for the testing on a Time andMaterials Basis.

 

(v)                                 Except as provided in Section 11.5(c)(iv),should a Unit when tested be assessed to have not fully met the Net UnitElectrical Output Guarantee, Contractor shall proceed as provided below in Section 11.6.Contractor shall promptly notify Owner of the Unit’s readiness for any requiredretest, specifying the time and date of such test, such date being not lessthan seven (7) Days from the date of notification.

 

11.6                           Net Unit Electrical Output Guarantee. Subject to the limits of liability set forth in Section 13.2, andsubject to the provisions of this Agreement and in accordance with theOperating Procedures and Maintenance Procedures and Facility Manuals,Contractor guarantees

 

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that the Net Unit Electrical Guarantee for a Unit,when loaded with the Nuclear Fuel, shall be [**] (the “Net Unit ElectricalOutput Guarantee”) determined using the conditions and calculation as set forthin Exhibit L based on mechanical draft cooling towers and measuredat the high side of the main transformer including designated House Loadspursuant to Exhibit L, as evidenced by the Net Unit ElectricalOutput Test. Meeting the Net Unit Electrical Output Guarantee demonstrates that[**].

 

(a)                                  In the event a Unit does not meet the NetUnit Electrical Output Guarantee as of the Guaranteed Substantial CompletionDate, [**].  [**]

 

(b)                                 The Net Unit Electrical Output Guaranteeis subject to the conditions stated in Section 14.4(c) and to thefollowing:

 

(i)                                     Owner has provided access tothe electrical grid and sufficient electrical load to perform the test; and

 

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(ii)                                  The Net Unit ElectricalOutput Guarantee is based upon the conditions specified in Exhibit L.  If conditions during the test differ fromthose specified, adjustments shall be made accordingly to the Net UnitElectrical Output using graphs, tables and other data as prepared byContractor, after consultation with Owner, to establish the Net Unit ElectricalOutput to compare to the Net Electric Output Guarantee.

 

(c)                                  Necessary auxiliary equipment forproducing the Net Unit Electrical Output shall include only the Equipment loadsprovided in Exhibit L.

 

(d)                                 The Net Unit Electrical Output Guaranteeshall be demonstrated by the Net Unit Electrical Output Test to be conducted atthe times and subject to the conditions set forth herein. Satisfactorycompletion of such test or re-test, or the payment of Performance LiquidatedDamages to Owner shall relieve Contractor of any further obligation withrespect to the Net Unit Electrical Output Guarantee.

 

**ARTICLE 12 — STAGES OF COMPLETION**

** **

12.1                           Turnover.

 

(a)                                  Turnover refers to the sequentialmechanical completion of each system and structure of a Unit.  “Turnover” of a system or structure shalloccur upon the satisfaction of the following conditions:

 

(i)                                     Such system, structure orcomponent (A) shall be mechanically and electrically sound; (B) shallhave been cleaned out as necessary to perform the Construction and InstallationTests for such system or structure; and (C) the subsystems comprising suchsystem, structure or component shall have been checked for alignment,lubrication, and electrical continuity and hydrostatic and pneumatic pressureintegrity; and

 

(ii)                                  the Construction and Installation Tests for suchsystem or structure shall have been completed such that Owner can confirm thatthe criteria for the Construction and Installation Tests have been met; and

 

(iii)                               Structures, systems andcomponents or portions thereof shall be completed, necessary coatings applied,and the area cleaned; and

 

(iv)                              The Preoperational Test hasvalidated compliance with the design specifications to the extent permittedunder the Unit’s configuration status. (For example, some design requirementscannot be validated until after Nuclear Fuel loading.)

 

(b)                                 Notice and Acceptance of Turnover. When Contractor believes the provisions of Section 12.1(a) havebeen satisfied with respect to each system or structure, Contractor shalldeliver a written notice of such determination through the Joint Test WorkingGroup to Owner with sufficient detail to enable Owner to determine whetherContractor has achieved such requirements. Turnover of such system or structureshall be deemed to have occurred within [**] following delivery of suchdetermination to Owner, unless within such [**] period, Owner has notifiedContractor in writing of

 

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whyit disagrees that Turnover has occurred, in which case (and without prejudiceto Contractor’s right to submit a Claim) Contractor shall take such correctiveactions as are necessary and resubmit its written notice of determination toOwner in accordance with this Section 12.1(b).  Upon Turnover of a system or structure,Contractor shall turn over risk of loss and care, custody, control andoperation of such system, structure or component to Owner in accordance with Section 21.2.

 

12.2                           Preoperational Test Completion.

 

(a)                                  Unit Mechanical Completion.  “Unit Mechanical Completion” shallbe achieved when the conditions as stated in Section 11.4(a) for thecommencement of Nuclear Fuel loading the Unit have been achieved.  When submitting its written notice ofdetermination for such Unit Mechanical Completion, Contractor shall includenotice that Turnover has occurred.

 

(b)                                 “Preoperational Test Completion” for aUnit shall be deemed to have occurred upon satisfactory completion of thePreoperational Tests for the Unit.

 

(c)                                  Contractor shall notify Owner when theprovisions of Section 12.2(b) have been satisfied. Owner shall acceptsuch Unit as having achieved Preoperational Test Completion, by delivering toContractor notice of that acceptance within [**] following receipt ofContractor’s notice that Preoperational Test Completion has occurred;alternatively, Owner may disagree that Preoperational Test Completion hasoccurred by notifying Contractor in writing of why it disagrees thatPreoperational Test Completion has occurred. If no notice is issued by Ownerwithin the required time period, Owner shall be deemed to have accepted thatPreoperational Test Completion has occurred. The date of Preoperational TestCompletion shall be the date the Unit has achieved Preoperational TestCompletion and not the date of Owner’s acceptance.

 

12.3                           Startup Test Completion.

 

(a)                                  Prior to commencing the Startup Tests,the Parties shall have jointly determined and agreed upon a punch list of theremaining Work for each Unit.  The itemson the punch list that are required to be completed before the commencement ofthe Startup Tests for reasons of safety or compliance with applicable Lawsshall have been completed prior to the commencement of the Startup Tests.

 

(b)                                 “Startup Test Completion” for a Unitshall be deemed to have occurred upon satisfactory completion of the StartupTest for the Unit or the deemed completion of a Startup Test pursuant to Section 11.4(c)(iv).

 

(c)                                  Contractor shall notify Owner when theprovisions of Section 12.3(b) have been satisfied. Owner shall acceptsuch Unit as having achieved Startup Test Completion, by delivering toContractor notice of that acceptance within [**] following receipt ofContractor’s notice that Startup Test Completion has occurred; alternatively,Owner may disagree that Startup Test Completion has occurred by notifyingContractor in writing of why it disagrees that Startup Test Completion hasoccurred. If no notice is issued by Owner within the required time period,Owner shall be deemed to have accepted that Startup Test Completion has

 

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occurred.The date of Startup Test Completion shall be the date the Unit has achievedStartup Test Completion and not the date of Owner’s acceptance.

 

12.4                           Substantial Completion.

 

(a)                                  “Substantial Completion” for a Unit shallhave occurred upon satisfactory completion of a Performance Test, the deemedcompletion of a Performance Test pursuant to Section 11.5(c)(iv), or thepayment of applicable Performance Liquidated Damages by Contractor.

 

(b)                                 Contractor shall notify Owner when theprovisions of Section 12.4(a) have been satisfied. Owner shall acceptsuch Unit as having achieved Substantial Completion, by delivering toContractor notice of that acceptance within [**] following receipt ofContractor’s notice that Substantial Completion has occurred; alternatively,Owner may disagree that Substantial Completion has occurred by notifyingContractor in writing of why it disagrees that Substantial Completion hasoccurred. If no notice is issued by Owner within the required time period, Ownershall be deemed to have accepted that Substantial Completion has occurred. Thedate of Substantial Completion shall be the date the Unit has achievedSubstantial Completion and not the date of Owner’s acceptance.

 

12.5                           Punch List.  Prior to Substantial Completion of a Unit,the Parties shall jointly determine and agree upon a comprehensive list ofremaining Work, which shall be of a minor nature and not prevent commercialoperation of the Unit (the “Final Completion Punch List”).  Owner shall have the right to withhold fromthe Milestone Payment due upon Substantial Completion of a Unit an amount ofmoney equal to [**] of the expected cost of completion of the Final CompletionPunch List, which amount shall be released to Contractor upon Final Completionof the Unit. In the event that any items on the Final Completion Punch Listcannot be performed until the next Nuclear Fuel re-load, Final Completion of aUnit shall be deemed to have been achieved for purposes of this Agreementprovided that Contractor agrees in writing with Owner to return to completesuch Work at the time of the next Nuclear Fuel re-load, and Owner shall havethe right to continue to retain [**] of the expected cost of completion of suchitems until such Work is completed. In lieu of the retention described in this Section 12.5,Contractor shall have the right to provide a letter of credit or a bond, inform and substance reasonably satisfactory to Owner, for the completion of theFinal Completion Punch List, in which case the amount retained for the FinalCompletion Punch List shall be released to Contractor.

 

12.6                           Final Completion.

 

(a)                                  Subject to 12.5, “Final Completion” of aUnit shall be deemed to have occurred upon the completion of the FinalCompletion Punch List and the other Work required under the Agreement with theexception of obligations under the Warranties.

 

(b)                                 Contractor shall notify Owner when theprovisions of Section 12.6(a) have been satisfied. Owner shall acceptthe Unit as having achieved Final Completion by delivering to Contractor noticeof that acceptance within [**] following receipt of Contractor’s notice thatFinal Completion has occurred; alternatively, Owner may reject the Unit ashaving

 

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achieved Final Completion by notifying Contractor inwriting of why it disagrees that Final Completion has occurred. If no notice isissued by Owner within the required time period, Owner shall be deemed to haveaccepted that Final Completion has occurred. The date of Final Completion shallbe the date the Unit has achieved Final Completion and not the date of Owner’sacceptance.

 

(c)                                  In the event that Contractor is unable toachieve Final Completion within [**] following Substantial Completion of theSecond Unit (or if there is no Second Unit, the First Unit) due to the factthat Owner limits Contractor’s access to the Facility or otherwise does notallow Contractor to take the necessary actions to achieve Final Completion,Final Completion shall be deemed to have occurred; provided that the foregoingshall not apply with respect to Final Completion Punch List items that cannotbe completed until the next Nuclear Fuel re-load as provided inSection 12.5.

 

**ARTICLE13 – LIQUIDATED DAMAGES**

 

13.1                           Delay Liquidated Damages. The Parties agree that it would be extremely difficult and impracticableunder presently known and anticipated facts and circumstances to ascertain and fixthe actual damages Owner would incur if a Unit does not achieve SubstantialCompletion by the Guaranteed Substantial Completion Date for such Unit and,accordingly, if a Unit does not achieve Substantial Completion by such Unit’sGuaranteed Substantial Completion Date due to Contractor’s fault, Owner’sremedy for such delay shall be to recover from Contractor as liquidateddamages, and not as a penalty, liquidated damages (“Delay Liquidated Damages”)as follows:

 
| **Number of Days After  Guaranteed Substantial  Completion Date:** | ** ** | **Delay  Liquidated Damages (per Day or  portion thereof):** |
|--------------------------------------------------------------------|------------|--------------------------------------------------------------|
| [**]                                                               |       | [**]                                                         |
| [**]                                                               |       | [**]                                                         |
| [**]                                                               |       | [**]                                                         |
| [**]                                                               |       | [**]                                                         |
| [**]                                                               |       | [**]                                                         |

 

If a delay in achieving Substantial Completion of aUnit continues beyond [**] after the Guaranteed Substantial Completion Date forsuch Unit, no additional Delay Liquidated Damages shall be due. Payment of theDelay Liquidated Damages shall be Owner’s sole and exclusive remedy forContractor’s failure to achieve Substantial Completion of a Unit on or beforethe Guaranteed Substantial Completion Date for such Unit; [**]

 

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[**].

 

13.2                           Performance Liquidated Damages. If the Unit does not meet the Net Unit Electrical Output Guarantee dueto Contractor’s fault, Owner’s remedy for such failure shall be to recover fromContractor Performance Liquidated Damages of [**] for each whole KWe that theNet Unit Electrical Output, as demonstrated by a Net Unit Electrical OutputTest, is below the Net Unit Electrical Output Guarantee. The Parties agree thatit would be extremely difficult and impracticable under presently known andanticipated facts and circumstances to ascertain and fix the actual damagesOwner would incur in the event that the Unit fails to meet the Net UnitElectrical Output Guarantee, and, accordingly Owner’s remedy for such failureshall be to recover from Contractor as liquidated damages, and not as apenalty, the Performance Liquidated Damages. In the event that Contractor haspaid the Performance Liquidated Damages and as of the end of the firstOperational Cycle (or the second Operational Cycle if long lead equipment orcomponents were involved in the remedy) has been able to achieve the Net UnitElectrical Output Guarantee or has improved the Net Unit Electrical Output,Contractor shall be entitled to receive a refund of all or the applicableportion of the Performance Liquidated Damages paid, based on the differencebetween the Performance Liquidated Damages paid and the Performance LiquidatedDamages due following Contractor’s repair, replacement, adjustment ormodifications to the Unit as demonstrated by a Performance Test, minus[**] per MW below the Net Unit Electrical Output Guarantee for each Daythat the Unit operated below the Net Unit Electrical OutputGuarantee.  In no event shall the totalPerformance Liquidated Damages due under this Agreement exceed [**] per Unit(the “Performance Liquidated Damages Cap”).

 

13.3                           Performance Bonus. Following Substantial Completion, the Net Unit Electrical Output for theUnit will be measured when the Unit is at one hundred percent (100%) reactorpower to determine [**].  [**]

 

13.4                           Payment.  DelayLiquidated Damages and Performance Liquidated Damages, if due for a Unit, shallbe due and payable by Contractor to Owner within thirty (30) Days followingagreement by the Parties that such amount is due. The Performance Bonus, if duefor a Unit, shall be paid within thirty (30) Days following the end of thesecond Operational Cycle of such Unit.  Ifthe payment of any such amount is disputed, then once the dispute is resolved,the additional amount due, if any, shall be paid, or the excess amount paid, ifany, shall be refunded, by the applicable Party, within thirty (30) Days afterthe date of the final resolution, together

 

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with interest at a rate equal to [**] per annum,applied from the original due date of the payment, until paid (or in the caseof any overpayment, from the date paid until refunded by the Party).

 

**ARTICLE14 – WARRANTY**

** **

14.1                           Equipment.

 

(a)                                  Equipment Warranty.

 

(i)                                     Contractor warrants that the Equipmentand each Unit shall be free from defects in design, workmanship and materialand shall conform to the Specifications (the “Equipment Warranty”).

 

(ii)                                  The Equipment Warranty shall commenceupon the date  scheduled for SubstantialCompletion of a Unit in the Project Schedule as of October 1, 2008 plusthe number of Days of delay caused by Contractor and shall expire on the datethat is twenty-four (24) months after that date for such Unit (the “StandardEquipment Warranty Period”); provided, however, if Owner exercises its optionin Section 14.5 for any item of Equipment, the Warranty Period for suchitem of Equipment shall be the applicable Extended Equipment Warranty Period(as defined in Section 14.5).

 

(iii)                               [**]

 

(iv)                              The Equipment Warranty does not apply toconsumables and Equipment and material such as, but not limited to, gaskets,seals, filters, electronic tubes, packing, fuses, transistors and light bulbswhich, by normal industry practices would be expected to be replaced during theStandard Equipment Warranty Period.

 

(v)                                 For Equipment which is placed intoservice prior to Substantial Completion, the Equipment Warranty shall commenceupon such date when an item is placed into service and shall expire on the datethat is [**] after such date.  If, however, any such item of Equipment isplaced into service prior to Substantial Completion and

 

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used by Contractor to support its performance of theWork, the Equipment Warranty shall commence upon the Substantial CompletionDate of the First Unit and shall expire on the date that is [**] after suchdate.  Contractor shall give notice to Owner within [**] after such anitem has been placed into service.

 

(b)                                 Remedy.  If, fornon-conforming Equipment discovered during the applicable Warranty Period,Owner promptly notifies Contractor, Contractor shall perform such repair orreplacement as required to meet the Equipment Warranty.  The repaired or replaced part shall befurther warranted to be free from defects in workmanship and material for a periodof [**]. The decision to repair or replace shall be made by Contractor. Removaland reinstallation of the non-conforming Equipment shall be performed byContractor at its expense; provided that, Owner shall provide working access tothe Equipment (which shall include removing, disassembly, replacing and/orreinstalling adjacent or interfering Equipment, components, materials, systemsor structures in the Unit to the extent necessary to permit Contractor toperform its warranty obligation on the non-conforming Equipment), it beingunderstood that such removal, disassembly, replacing and/or reinstalling shallnot adversely affect any warranties and, at the request of Contractor, shallfurnish, without cost to Contractor, plant support personnel and facilities toassist in the removal, reinstallation, repair and other activities occasionedby this warranty as specified in Section 14.1(e).  Should investigation by Contractor revealthat a defect is not covered by the Equipment Warranty, Owner agrees to reimburseContractor for its expenses in connection therewith.

 

(c)                                  Warranty Work Deferral. At Owner’s option, Warranty Work that impacts operation of the Facilitymay be deferred until the time of the Unit’s next regularly scheduledmaintenance outage and the Warranty provisions hereunder shall applynotwithstanding that such outage occurs after the end of the Standard EquipmentWarranty Period. If Contractor advises Owner that deferral of the Warranty Workcan reasonably be expected to result in damage to the Unit and/or Equipmentwhich occurs after Contractor’s advice and results from deferral of suchWarranty Work, Owner may elect to use the Unit and/or Equipment at its risk. Inno event may Owner defer the Warranty Work beyond [**] from the date it wouldhave been performed by Contractor without Owner’s deferral.

 

(d)                                 Additional Owner Obligations. As long as any Equipment supplied hereunder is subject to warranty,Owner shall:

 

(i)                                     Afford Contractor an opportunity toreview Owner’s system of developing and recording data related to Facilityperformance;

 

(ii)                                  Provide, without cost to Contractor, anyrequired decontamination to reasonable limits that shall allow Contractor toperform its obligations under this Article 14

 

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and all necessary personnel and facilities for theremoval, reinstallation, repair and other Site activities that may beoccasioned by the presence of radioactive contamination;

 

(iii)                               Provide authorized personnel ofContractor and its Subcontractors reasonable access to the Facility shouldContractor decide to observe the manner in which the Facility is operated andmaintained;

 

(iv)                              Provide authorized personnel ofContractor and its Subcontractors reasonable access to operation andmaintenance records of Owner; and

 

(v)                                 Afford Contractor at its expense theopportunity to attend and be heard during the presentations to any GovernmentAuthority relating to the Facility and Equipment performance.

 

Should Owner not provide such of the foregoing as arerequired by Contractor, such action shall cause Contractor’s obligations toterminate with respect to the particular claimed defect to the extent thatOwner’s failure caused prejudice to Contractor.

 

(e)                                  Working Access to Equipment and PlantSupport Activities to be Provided by Owner.  The plantsupport personnel and facilities to be provided by Owner in accordance withSection 14.1(b) are as follows:

 

(i)                                     operations support to establish therequired plant conditions for the repairs;

 

(ii)                                  make the plant systems, structures, andcomponents available and placed in the proper configuration;

 

(iii)                               provide the valve clearances and tag-outsnecessary;

 

(iv)                              provide the necessary licensed operatorsin the control room and containment as required by the COL;

 

(v)                                 establish and maintain appropriate andacceptable industrial safety conditions in accordance with Laws, Good IndustryPractices, and utility policy such that reasonably unencumbered access to therequired work areas is enabled for all personnel;

 

(vi)                              as appropriate, provide body harnessesand/or personal flotation devices in sufficient quantities such that reasonablyunencumbered access to the required work areas is enabled for all personnel;

 

(vii)                           provide safe scaffolding meetingapplicable OSHA standards (as required);

 

(viii)                        provide suitable ambient lighting;

 

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(ix)                                provide free and unobstructed access tothe Site, including maintained storage areas and roadways.  Floor conditions shall be suitable for craneand truck operation;

 

(x)                                   provide access such as remove/reinstallcubicle plugs and other related plant facilities, such as piping, ductwork,cable trays, platforms, insulation, etc.;

 

(xi)                                provide logistics support and labor formoving equipment/materials into and out of the plant and shipping;

 

(xii)                             provide lay down area(s) forequipment storage, set-up, staging and operation.  Area requirements shall depend on the scopeof services performed;

 

(xiii)                          provide areas for storage of low specificactivity and clean equipment boxes and/or cargo containers.  The area(s) shall vary depending onstorage configurations and scope of services;

 

(xiv)                         establish and maintain appropriate andacceptable radiological conditions in accordance with Laws, Good IndustryPractices, and utility policy such that reasonably unencumbered access to therequired work areas is enabled for all personnel;

 

(xv)                            provide anti-contamination clothing,lockers, change area, dosimetry, health physics and radiation protectionservice and badging for Site access as typically required;

 

(xvi)                         provide official whole body exposure datafor Contractor personnel upon personnel departure from the Site;

 

(xvii)                      provide Gamma isotopic analysis todetermine radioactivity of waste;

 

(xviii)                   provide breathing air and respiratory protection asnecessary;

 

(xix)                           provide plant compressed air as required;

 

(xx)                              provide air for ventilation;

 

(xxi)                           provide 110V, 220V and 480V power asrequired;

 

(xxii)                        provide plant and deionized water;

 

(xxiii)                     make available to Contractor, and maintain in anoperable condition those hand tools, special tools, and calibrated equipmentnecessary;

 

(xxiv)                    allow access to machine shop and welding facilities,and hot tool crib access, as required;

 

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(xxv)                       provide crane operators, including polarcrane availability on an as scheduled basis, and any other personnel necessaryto complete the tasks outside of Contractor scope;

 

(xxvi)                    provide for consumables such as wipes and rags, anddisposal of all contaminated materials;

 

(xxvii)                 provide QA/QC coverage as required in the Siteapproved procedures; and

 

(xxviii)              provide outside phone lines, sanitation facilities anddrinking water.

 

(f)                                    Conditions. Such repair or replacement shall constitute completefulfillment of Contractor obligation under the Equipment Warranty, and upon theexpiration of the applicable Warranty Period, all such obligations shallterminate.

 

14.2                           Services Warranty. Contractor warrants that the Services shall be performed by qualifiedpersons and using competent professional knowledge and judgment and shallconform to Good Industry Practices and the requirements of this Agreement (the“Services Warranty”).  If any portion ofthe Services fails to comply with this Services Warranty and Owner promptlynotifies Contractor of such non-conformance along with evidence whichreasonably demonstrates Contractor’s culpability, Contractor shall promptlyre-perform the non-conforming Services [**]. The Services Warranty Period shallbe concurrent with the Standard Equipment Warranty Period (the “ServicesWarranty Period”).

 

At Owner’s option, Warranty Work may be deferred untilthe time of the Unit’s next regularly scheduled maintenance outage and theWarranty provisions hereunder shall apply notwithstanding that such outageoccurs after the end of the Services Warranty Period. If Contractor advisesOwner that deferral of the Warranty Work can reasonably be expected to resultin damage to the Unit and/or Equipment which occurs after Contractor’s adviceand results from deferral of such Warranty Work, Owner may elect to use theUnit and/or Equipment at its risk. In no event may Owner defer the WarrantyWork beyond [**] from the date it would have been performed by Contractorwithout Owner’s deferral.

 

14.3                           Warranty of Title. Contractor represents and warrants that the Work, including theEquipment furnished by it and its Subcontractors that become part of theFacility or are furnished to Owner as spare parts shall be legally andbeneficially owned by Owner free from any Liens (other than Liens created bythe actions of Owner, including non-payment). In the event of any nonconformitywith this warranty, Contractor, at its own expense, upon written notice of suchfailure, shall indemnify, defend and hold harmless Owner from the consequencesof such defect in title and such obligations shall survive the expiration,cancellation or termination of this Agreement.

 

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14.4                           Limitations and Disclaimers.

 

(a)                                  THE WARRANTIES AND GUARANTEES AND RELATEDREMEDIES SET FORTH IN THIS ARTICLE 14 ARE EXCLUSIVE AND ARE IN LIEU OF ALLOTHER WARRANTIES AND RELATED REMEDIES WHETHER STATUTORY, EXPRESS OR IMPLIED(INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSEAND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE IN TRADE) AND WHETHERCLAIMS BY OWNER ARE BASED IN CONTRACT OR IN TORT (INCLUDING FAULT, NEGLIGENCEOR STRICT LIABILITY).

 

(b)                                 Any warranties not expressly made hereinare expressly waived by Owner.

 

(c)                                  Notwithstanding the foregoing provisionsof this Article 14, Contractor shall have no liability hereunder fornon-conformance or failure of Equipment, or material, or performance, thatresults, in whole or in part, from:

 

(i)                                     Operation of the Equipment outside of thedesign basis of the Equipment or integrated system.

 

(ii)                                  Following Turnover of a system orstructure, improper use, or abnormal handling, storage, operation ormaintenance of the Equipment or material therein, or operation outside theguidelines of the Specifications, including employment at any time for purposesother than those for which such Equipment and material are intended, or under otherabnormal conditions or incompetent supervision.

 

(iii)                               Alteration, abuse or misuse of theEquipment by persons other than Contractor, its Subcontractors and theemployees and agents of either.

 

(iv)                              Any operation or maintenance of theEquipment that is not in accordance with the Unit Operating Procedures andMaintenance Procedures.

 

(v)                                 Operation by personnel not qualified inaccordance with Section 3.6(g).

 

(d)                                 Contractor shall be relieved fromfulfilling its warranty obligations as specified in this Article 14 if:

 

(i)                                     A Nuclear Incident occurs through nofault of Contractor and gives rise to the non-conformance, and

 

(ii)                                  All the consequences, includingradiation, of such Nuclear Incident preventing Contractor from performing suchwarranty obligations are not removed within the applicable Warranty Period.

 

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14.5                           Extended Equipment Warranty. No later than [**] following issuance of the Full Notice to Proceed,Contractor shall provide to Owner an option for extended warranties for [**].At the time of providing the option, Contractor also shall provide informationas to the duration of such warranties, the price for such extended warranties(which shall be developed using the same pricing methodology as the pricing forthe Equipment to which such extended warranties apply) and any special termsapplicable to such extended warranties (each, an “Extended EquipmentWarranty”). Owner shall have the right to exercise its option for any suchExtended Equipment Warranty within the time period specified for the exerciseof the option by the Equipment vendor. The terms of such Extended EquipmentWarranties shall be set forth in Exhibit W. The time period beyondthe Standard Equipment Warranty Period to which each such Extended Warrantyapplies is referred to as the “Extended Equipment Warranty Period” for suchpiece of Equipment.

 

14.6                           Limitation on Warranty Liability. Contractor’s total liability under or in connection with the liabilitiesin this Article shall not exceed the amount provided in Section 17.2;[**].

 

**ARTICLE15 – INDEMNITY**

** **

15.1                           Contractor Indemnity. Except with respect to a Nuclear Incident, Contractor shall indemnify,defend and hold harmless Owner, its Affiliates, and their respective partners,shareholders, officers, directors, and lenders from and against Third PartyClaims and costs and expenses associated therewith (including attorneys’ fees)from any injury of or death to natural persons, or damage to or destruction ofthird party property (i.e., property other than the Facility or other propertybelonging to Owner) to the extent arising from (i) the negligent orwillful acts or omissions of Contractor or its Personnel or Invitees actingwithin the scope of their employment or for which applicable Law wouldotherwise hold Contractor liable for such acts or omissions, (ii) anyLiens arising from nonpayment to any Subcontractor in connection with the Work,provided that Contractor has been paid in accordance with this Agreement, or(iii) the release on or from the Site of any Hazardous Materials, but onlyto the extent such release is due to Contractor’s or a Subcontractor’s or theirPersonnel’s or Invitees’ negligence or willful misconduct while acting withinthe scope of their employment or for which applicable Law would otherwise holdContractor liable for such acts or omissions. Contractor’s obligations in this Section 15.1 are limited to theproceeds of the insurances required to be provided hereunder, provided that ifthe insurance program is a Contractor controlled insurance program, the limitshall be the amount of the proceeds from such insurance (or the proceeds whichwould have been received, if Contractor had not failed to obtain suchinsurance).  Contractor’s obligations inthis Section 15.1 are further conditioned upon Owner giving Contractorprompt notice of any known claims for which it seeks indemnity hereunder (alongwith documentation which reasonably evidences Contractor’s responsibilitythereof) and Owner providing such assistance and cooperation in the defense ofindemnified claims as Contractor shall reasonably request as set forth in moredetail in Section 15.5. [**]

 

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[**]

 

15.2                           Owner’s Indemnity. Except with respect to a Nuclear Incident, and subject to limitations onSantee Cooper’s obligations as a matter of South Carolina law, Owner shallindemnify, defend and hold harmless Contractor and Contractor Interests fromand against Third Party Claims and costs and expenses associated therewith(including attorneys’ fees) from any injury of or death to natural persons, anddamage to or destruction of third-party property (i.e., property other thanthat belonging to Contractor and Contractor Interests) to the extent arisingfrom (i) the negligent or willful acts or omissions of Owner or itsPersonnel or Invitees (other than Contractor or its Personnel or its Invitees)acting within the scope of their employment or for which applicable Law wouldotherwise hold Owner liable for such acts or omissions; and (ii) anycontamination of the environment or injury to natural resources as a result ofany Hazardous Materials on, at or under the Site to the extent suchcontamination or injury occurs through the fault, negligence, willfulmisconduct or strict liability of Owner or its Personnel or Invitees (otherthan Contractor or Contractor’s Personnel or Invitees) acting within the scopeof their employment or for which applicable Law would otherwise hold Ownerliable for such acts or omissions. Owner obligations in this Section 15.2are limited to the proceeds of the insurances required to be providedhereunder, provided that if the insurance program is an OCIP, the limit shallbe the amount of the proceeds from such insurance (or the proceeds which wouldhave been received, if Owner had not failed to obtain such insurance). Owner’sobligations in this Section 15.2 are further conditioned upon Contractorgiving Owner prompt notice of any claims for which it seeks indemnity hereunder(along with documentation which reasonably evidences Owner’s responsibilitythereof) and Contractor providing such assistance and cooperation in thedefense of indemnified claims as Owner shall reasonably request as set forth inmore detail in Section 15.5.  [**]

 

15.3                           Intellectual Property Indemnity. Contractor shall assume at its sole option and expense, the settlementor defense of any and all claims, demands, costs, suits, actions, proceedings,fines and penalties (and interest thereon) brought against Owner to the extentbased on a Third Party Claim that any Facility, Unit, Work and/or Equipmentfurnished by Contractor results in an infringement, or claim of infringement byContractor, of any patent, trademark, copyright or any other similarintellectual property protection issued by a duly authorized GovernmentAuthority of the United States, Canada, a European Union country, or anothercountry where the Equipment was manufactured in connection with the Facility, aUnit, the Work and/or Equipment furnished by Contractor hereunder, except wherethe same resulted from following directions, specifications, drawings, plans orprocedures prepared by Owner or by third parties for Owner and selected byOwner.  If a suit is brought againstContractor based on any Facility, Unit, Work and/or Equipment supplied byContractor which implements any such Owner directions, specifications, drawingsplans or procedures, Owner shall protect Contractor to the same extent thatContractor has agreed to protect Owner hereunder.

 

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In the event any Facility, Unit, Work and/or Equipmentso defended is held to constitute infringement or its use is enjoined,Contractor shall, at its own expense and option, either: (a) procure forOwner the right to continue to use such Facility, Unit, Work and/or Equipment; (b) re-performthe Work or replace the Facility, Unit and/or Equipment with substantiallyequivalent noninfringing Facility, Unit, Work and/or Equipment; or (c) modifythe Facility, Unit, Work and/or Equipment so that it becomes noninfringing;provided, however, that such Work re-performed and Facility, Unit and/orEquipment replaced or modified conforms to the requirements of this Agreement.

 

THIS IS AN EXCLUSIVE STATEMENT RELATING TOINTELLECTUAL PROPERTY RIGHTS AND ALL THE REMEDIES OF THE PARTIES RELATINGTHERETO.

 

15.4                           Owner’s Nuclear Incident Indemnity.

 

(a)                                  Notwithstanding any other provision tothe contrary, Owner shall, without cost to Contractor Interests, obtain andmaintain “financial protection” and an “indemnification agreement”, forprotection against liability for Nuclear Incidents (including master workercoverage), both in such form and amount as shall satisfy the requirements of Section 170of the Atomic Energy Act of 1954, as amended. In the event that the nuclearliability protection contemplated by Section 170 of the Atomic Energy Actof 1954, as amended, is repealed, changed, or is not renewed, Owner shallmaintain in effect, to the extent available on commercially reasonable terms,liability protections through governmental indemnity, limitation of liabilityand/or insurance of comparable coverage which shall not result in a materialimpairment of the protection afforded Contractor Interests by such nuclearliability protection which is in effect as of the Effective Date, taking intoaccount the availability and cost of such coverage, customary practice in theUnited States commercial nuclear utility industry for plants of similar sizeand character of the Facility and other relevant factors in light of the thenexisting conditions. To the extent available on commercially reasonable terms,Owner shall ensure that Contractor Interests are included in the omnibusdefinition of “insured” under such alternate insurance coverage or areotherwise included as an additional insured at no cost to Contractor Interests.

 

(b)                                 Owner shall prior to the initiation ofWork at the Site and without cost to Contractor, obtain and maintain property insurancefor protection against liability for Nuclear Incident on the Facility and theexisting adjacent nuclear generation facility in a form and amount required bythe Nuclear Regulatory Commission and the current customary industry practicefrom time to time, providing protection against loss or damage to the Facilityand the existing adjacent nuclear generation facility.  Such insurance shall cover ContractorInterests, as their interests may appear. Owner hereby waives all rights ofrecovery and subrogation on behalf of itself and its insurers againstContractor Interests for any loss or damage covered by such property insuranceduring the Work and thereafter, including the deductibles under any insurancepolicy.

 

(c)                                  None of Contractor Interests shall beliable to Owner or its insurers or any other party for (i) any on-Siteproperty (and existing nuclear facility at the V.C. Summer Station) loss ordamage due to any nuclear energy hazard, and (ii) losses or damages causedby reason of unavailability of the nuclear power and existing adjacent nuclearstation, or by reason of

 

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shutdowns of the station or other facilities orservice interruptions (including loss of profits or revenue, inventory or usecharges, cost of replacement power, cost of capital or claims by customers) orfor any other indirect, special, incidental, punitive or consequential loss,damage or injury, whether or not based on any claim or a negligent or faultyact or strict liability due to any nuclear energy hazard. To the extent Owneror its insurers recover damages from a third party for damage due to thenuclear energy hazard to which the foregoing waivers apply, Owner shallindemnify Contractor Interests against any liability which such third partyrecovers over from Contractor and/or its Subcontractors for any such loss ordamage. In the event that Contractor Interests incur any cost, loss, damage orexpense arising out of or resulting from a claim by a third party based onOwner’s recovery of such damages, Owner shall promptly reimburse Contractor forsuch cost, loss, damage or expense.  Asused in this Section 15.4, the term “nuclear energy hazard” shall meanradioactive, toxic, explosive or other hazardous properties of “source material”,“special nuclear material”, or “by-product material” as such terms are definedin the Atomic Energy Act of 1954, as amended. Owner on behalf of itself and its insurers, hereby waives any right ofrecovery and subrogation against Contractor and Contractor Interests for anyloss or damage (whether direct, indirect, consequential or otherwise) whetheror not based on any claim or a negligent or faulty act or strict liability, dueto any nuclear energy hazard, during the performance of the Work andthereafter.

 

(d)                                 As used in this Section 15.4, theterm “on-Site property” means any property at the site of a nuclear facility asdefined in the nuclear liability policy for the Site for nuclear liability andindemnity purposes; the term “damage” means loss, damage or loss of use; theterm “liable” or “liability” means liability of any kind at any time, whetherin contract, tort (including negligence) or otherwise.

 

(e)                                  The provisions hereof providing forlimitations of or protection against Contractor’s liability shall survivetermination of this Agreement or completion of the Work hereunder.

 

15.5                           Indemnity Procedures.

 

(a)                                  The indemnifying Party shall have theright to conduct and control, through counsel of its own choosing, reasonablyacceptable to the indemnified Party, any Third Party Claim, provided that, uponacceptance of the indemnity obligations hereunder, the indemnifying Party shallwaive any right to protest or challenge its indemnity obligations.  The indemnifying Party shall keep theindemnified Party fully informed in the conduct of the proceeding.  The indemnified Party shall be entitled toparticipate at its cost in any such action.

 

(b)                                 The indemnified Party may, at itselection, participate in the defense thereof at its sole cost and expense;provided, however, that if (i) the indemnifying Party shall fail to defendany Third Party Claim, (ii) the Parties mutually agree in writing to allowthe indemnified Party to assume the defense of such Third Party Claim andforego any indemnity claimed under this Article, (iii) in the reasonableopinion of legal counsel for the indemnified Party, such Third Party Claiminvolves the potential imposition of a criminal liability on the indemnifiedParty, its directors, officers, employees or agents, or (iv) in thereasonable opinion of legal counsel for the indemnified Party, an actual orpotential conflict of interest exists where it is advisable for suchindemnified Party to be represented by separate counsel, then the

 

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indemnified Party shall be entitled to control andassume responsibility for the defense of such Third Party Claim, at the costand expense of the indemnifying Party (except in the case of (ii) above,in which the indemnified Party agrees to forego the indemnity). Theindemnifying Party may, in any event, participate in such proceedings at itsown cost and expense.  The indemnifiedParty shall not have the right to settle without the written consent of theindemnifying Party (which consent shall not be unreasonably withheld), unless,in the written opinion of the indemnified Party’s legal counsel, such claim ismeritorious.

 

(c)                                  The indemnifying Party, in the defense ofany such litigation, other proceeding or other claim, shall have the right inits sole discretion to settle such Third Party Claim only if (i) settlementinvolves only the payment of money and execution of appropriate releases of theindemnified Party, (ii) there is no finding or admission of any violationof Law or violation of the rights of the indemnified Party, and (iii) theindemnified Party shall have no liability with respect to such compromise orsettlement. Otherwise, no such Third Party Claim shall be settled or agreed towithout the prior written consent of the indemnified Party, which shall not beunreasonably withheld.

 

(d)                                 The indemnified Party and theindemnifying Party (i) shall fully cooperate in good faith in connectionwith such defense and shall cause their legal counsel and accountants to do thesame; (ii) shall make available to the other Party all relevant books,records, and information (in such Party’s control) during normal businesshours; and (iii) shall furnish to each other, at the indemnifying Party’sexpense, such other assistance as the other Party may reasonably require inconnection with such defense, including making employees of the indemnifiedParties available to testify and assist others in testifying in any suchproceedings.

 

**ARTICLE16 – INSURANCE**

 

16.1                           Phase I Insurance Requirements.

 

(a)                                  Except as otherwise provided hereunder,Contractor agrees to furnish and maintain at all times during the course of thePhase I Work to be performed hereunder, Worker’s Compensation, liability andother insurance coverage required hereunder and in the amounts as follows:

 

(i)                                     Worker’s Compensation – Statutory.  Coverage shall include U.S. Longshoremen’sand Harbor Workers Act coverage where applicable.  The insurance purchased pursuant to this Section 16.1(a)(i) shallinclude an “All States” endorsement.

 

(ii)                                  Employer’s Liability, including an “AllStates” endorsement – [**].  Coverageshall include U.S. Longshoremen’s and Harbor Workers Act coverage whereapplicable.

 

(iii)                               Commercial General Liability, (excludingprofessional liability) including Contractual, Independent Contractors, -Bodily Injury and Property Damage Combined Single Limit – [**] Each Occurrence,[**] Aggregate, Personal Injury – [**]. Products and Completed Operations – [**].

 

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(iv)                              Automobile Liability coverage includingowned, hired, and non-owned automotive equipment used in connection with theinsured operation - Bodily Injury and Property Damage Combined – [**] EachOccurrence.  Owner shall provide similarcoverage for any of its owned, hired and non-owned automotive equipment.

 

(v)                                 Contractor’s Equipment Coverage – in theamount of the value of the equipment through insurance or self insurance.

 

(vi)                              Pollution Liability on a project basis,which includes the sudden or accidental release of any material that may beconsidered a pollutant at or around the Site, as a result of the Work done byContractor or any tier Subcontractor – [**] Each Occurrence, [**] Aggregate.  Notwithstanding the foregoing, this coverageshall be taken out within [**] after the Effective Date.

 

(vii)                           Open Cargo Insurance must be obtained onmaterials and equipment to be transported to the Site.

 

(viii)                        Umbrella Form Excess Liability Insurancewith a coverage limit of [**].

 

(ix)                                Professional Liability on a project basiswith a coverage limit of [**]. Notwithstanding the foregoing, this coverage shall be taken out within[**] after the Effective Date.

 

(b)                                 Builder’s Risk Insurance, [**] shall bepurchased by Owner at limits and coverages and other provisions as enumeratedin Section 16.2(a)(ii), naming Owner, Contractor, and Subcontractors asadditional insureds.  The liability ofContractor for any loss or damage to any equipment or materials, Work,completed Facility and surrounding Owner property shall be as provided in Section 16.2(a)(ii).Should Owner decide not to procure such coverage until the commencement ofPhase II, Contractor’s liability for any loss or damage during Phase I, whetherbased on contract, tort (including fault, negligence and strict liability) orotherwise, shall not exceed [**] for any occurrence as if Owner had procured astandard Builder’s Risk policy subject to the limitations in Section 16.2(a)(ii).  [**]  Ownershall reimburse Contractor on a [**] to remedy such loss or damage that exceedsuch amount, whether based on contract, tort (including fault, negligence andstrict liability) or otherwise.

 

16.2                           Phase II Insurance Requirements.

 

(a)                                  For Phase II, Owner shall have the optionof implementing an Owner Controlled Insurance Program (“OCIP”), as set forth inExhibit U. If Owner decides not to implement the OCIP, Contractorwill have the right to implement a Contractor-Controlled Insurance Program (“CCIP”),implementing the provisions of Exhibit U.  Contractor shall be reimbursed for the CCIPby Owner on a Time and Materials Basis. The Parties recognize that Exhibit Uis written for an OCIP, and will need to be modified accordingly if a CCIP isto be

 

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implemented. If neither an OCIP or a CCIP isimplemented, each of Owner and Contractor, as applicable, shall maintain thecoverages specified in Section 16.1, with the following exceptions, suchcoverages to be reimbursed by Owner on a Time and Materials Basis:

 

(i)                                     the coverage limit for the UmbrellaExcess Liability shall be increased to [**] per occurrence and aggregate.

 

(ii)                                  Builder’s Risk Insurance, if not alreadyobtained, shall be obtained at limits determined appropriate by theParties.  Such Builder’s Risk policyshall (A) name Contractor and all Subcontractors as additional insureds(without having any liability for the payment of premiums); (B) cover allrisks of loss or damage to the Facility (I) during construction, and (II) ifnot covered by the Open Cargo Insurance, during transportation of any materialsand equipment, and (III) during storage, (IV) during the Work, and (V) untilreplaced by Owner’s Operating Property coverages, and (VI) with limits ofcoverage equal to the maximum credible loss to the Facility as agreed to by theParties; and (C) provide coverage for resultant damage due to any error indesign, defects in equipment or material or faulty workmanship; and (D) providedelay in start-up coverage (subject to a commercially reasonable deductible),if available on a commercially reasonable basis.  Any recovery under the delay in start-upcoverage resulting from an event that gives rise to a covered claim under this policyshall reduce any Delay Liquidated Damages by the same amount. Notwithstandingany other provision to the contrary, Owner on behalf of itself and the insurerhereby waives all rights of recovery and subrogation against Contractor and itsSubcontractors, and their Affiliates and Personnel, including any losses withinthe deductibles and any excess losses; provided that Contractor shall be liablefor Owner’s deductible under its property insurance policy(ies); providedfurther, and notwithstanding any other provision to the contrary, that theliability of Contractor and Contractor Interests for any loss or damage to anyequipment, materials, Work, completed Facility and surrounding Owner propertyshall be limited to claims arising to the extent of Contractor’s negligence andshall in no event exceed [**] for any occurrence.  Contractor’s liability for the payment ofsuch amount shall not be reimbursable hereunder.  Owner shall reimburse Contractor on a Timeand Materials Basis to remedy such loss or damage that exceed such amount,whether based on contract, tort (including fault, negligence and strictliability) or otherwise[**].  [**]  The foregoing provisions are for the sole benefitof Owner, and the Parties do not intend such provisions to be for the benefitof any third party, including without limitation any insurer.

 

(b)                                 Regardless of whether Owner or Contractoradopts an OCIP or CCIP, as applicable, Contractor shall be responsible formaintaining the following insurance coverages during Phase II:

 

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(i)                                     Professional Liability: Contractor shall continue to carryProfessional Liability Insurance described under Section 16.1(a)(ix).

 

(ii)                                  Pollution Liability: Contractor shall continue to carryPollution Liability Insurance described under Section 16.1(a)(vi) withan increased coverage limit of [**] per occurrence and [**] in the aggregate.

 

(iii)                               Employment Practices Liability: Contractor shall carry Employment Practices Liability [**] with acoverage limit of [**] per occurrence and in the aggregate.

 

16.3                           Provisions Applicable to all Coverages.

 

(a)                                  After the execution of this Agreement andprior to the commencement of any Work, each Party shall have on file with theother party (and in the case of Owner, Owner’s Supplier Relations Department)the applicable insurance certificate(s). Such certificate(s) shall provide that thirty (30) Days writtennotice be given to the other Party prior to any material change or cancellationof the insurance.  Other than the OCIP orCCIP, as applicable, the Builder’s Risk Insurance and Owner’s OperatingProperty coverages, each Party shall name the other Party, its subsidiaries andtheir successors and assigns, as additional insured (except for Worker’sCompensation and Professional Liability and Pollution Liability coverage) fortheir vicarious liability arising out of such Party’s negligent operations orsuch Party shall be covered under the omnibus provisions thereof. For the OCIPor CCIP, as applicable, and Owner’s Operating Property coverage, each Party andContractor Interests shall be named as an additional insured thereon, at nocost to Contractor. All policies shall be written to include a waiver ofsubrogation in favor of the other Party and its Affiliates and ContractorInterests during the performance of the Work and thereafter.  Owner’s policies for Builder’s Risk Insuranceand other coverages obtained pursuant to the OCIP shall be subject to theContractor’s review and approval, which shall not be unreasonablywithheld.  [**]

 

(b)                                 All such insurance shall be with soundinsurance companies which have an AM Best Rating of A- VII as the minimum andauthorized to do business in the state where the Work is to be performed. Noneof the liability policies shall have any “other insurance” clause or languagewhich would jeopardize the primacy of Contractor’s insurance with respect toOwner’s self-insured retention or excess insurance.  The above Contractor requirements may be metby both Consortium Members providing separate certificates.  Any such limits of coverages may be met inone or more layers of coverage.

 

(c)                                  Neither a failure of a Party to providethe required certificate of insurance nor such Party’s submission of acertificate of insurance not in conformance with the insurance requirementsstated herein shall relieve such Party from the obligation to have in force therequired insurance coverages.

 

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(d)                                 Each Party is responsible for anydeductibles associated with its policies of insurance or its self-insuredretentions, except as otherwise provided hereunder.

 

(e)                                  Contractor understands that Owner mayhave an administrator on-Site at all times in which Contractor or its Personnelare at the Site.  Contractor shallinterface and cooperate with Owner’s administrator.  Additionally, Contractor shall follow anyrecommendations made by the NRC, Nuclear Electric Insurance Limited (“NEIL”),the Institute of Nuclear Power Operators (“INPO”) and American Nuclear Insurers(“ANI”).

 

**ARTICLE17 –**LIMITATIONOF LIABILITY

 

17.1                           No Consequential Damages. EXCEPT TO THE EXTENT THE PAYMENT OF LIQUIDATED DAMAGES COULD OTHERWISEBE DEEMED TO BE SUCH DAMAGES, IN NO EVENT SHALL CONTRACTOR OR CONTRACTORINTERESTS BE LIABLE, WHETHER BASED ON CONTRACT (INCLUDING BREACH, WARRANTY,INDEMNITY, ETC.) OR TORT (INCLUDING FAULT, NEGLIGENCE AND STRICT LIABILITY),UNDER ANY WARRANTY OR OTHERWISE, RELATING TO OR ARISING OUT OF THE WORK OR THISAGREEMENT, FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PENAL, OR INCIDENTAL LOSS,DAMAGE OR INJURY, INCLUDING ANY SUCH DAMAGES WHICH RESULT FROM LOSS OF USE OFPROPERTY, EQUIPMENT OR SYSTEMS, LOSS BY REASON OF FACILITY SHUTDOWN OR SERVICEINTERRUPTION, COSTS OF CAPITAL OR EXPENSES THEREOF, LOSS OF PROFITS OR REVENUESOR THE LOSS OF USE THEREOF, OR COST OF PURCHASED OR REPLACEMENT POWER(INCLUDING ADDITIONAL EXPENSES INCURRED IN USING EXISTING POWER FACILITIES) ORFROM CLAIMS OF CUSTOMERS.

 

17.2                           Maximum Total Liability; Time Limitation. WITH RESPECT TO A UNIT, NOTWITHSTANDING ANY OTHER PROVISION TO THECONTRARY, CONTRACTOR’S AND CONTRACTOR INTERESTS’ TOTAL AGGREGATE LIABILITYUNDER THIS AGREEMENT, ARISING OUT OF OR IN CONNECTION WITH THE WORK OR THISAGREEMENT, WHETHER BASED ON CONTRACT (INCLUDING BREACH, WARRANTY, INDEMNITY,ETC.), TORT (INCLUDING FAULT, NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE,SHALL NOT EXCEED AN AGGREGATE AMOUNT EQUAL TO [**] OF THE PAYMENTS FOR SUCHUNIT THAT HAVE BEEN MADE TO CONTRACTOR AS OF THE DATE OF THE EVENT ORCIRCUMSTANCE GIVING RISE TO THE CLAIM (THE “MAXIMUM LIABILITY AMOUNT”).  FOR THE PURPOSE OF DETERMINING WHETHER THEMAXIMUM LIABILITY AMOUNT HAS BEEN MET, INSURANCE PROCEEDS RECEIVED FROM THEINSURANCE POLICIES REQUIRED TO BE MAINTAINED UNDER THIS AGREEMENT SHALL NOT BEINCLUDED.  [**]  IN NO EVENT MAY ANY CLAIM BY OWNERAGAINST CONTRACTOR ARISING OUT OF OR IN CONNECTION WITH THE WORK OR THISAGREEMENT,

 

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WHETHER BASED ON CONTRACT (INCLUDING BREACH, WARRANTY,INDEMNITY, ETC.), TORT (INCLUDING FAULT, NEGLIGENCE OR STRICT LIABILITY) OROTHERWISE BE BROUGHT, WITH RESPECT TO A UNIT, MORE THAN [**] AFTER THE END OFTHE STANDARD EQUIPMENT WARRANTY PERIOD (EXCEPT FOR ANY LIABILITY ASSOCIATEDWITH BREACH OF AN EXTENDED EQUIPMENT WARRANTY, WHICH MUST BE BROUGHT NO LATERTHAN [**] AFTER THE END OF THE EXTENDED EQUIPMENT WARRANTY PERIOD APPLICABLE TOSUCH ITEM OF EQUIPMENT).

 

17.3                           Division of Liability.

 

(a)                                  The Consortium Members agree that [**].

 

(b)                                 SCE&G and Santee Cooper agree thatthey are jointly and severally liable for Owner’s obligations hereunder, to theextent such joint and several liability does not conflict with South CarolinaLaw applicable to Santee Cooper. To the extent the prior sentence conflictswith South Carolina Law, then notwithstanding that both SCE&G and SanteeCooper are named in this Agreement as “Owner”, as between Contractor and Owner,SCE&G shall be solely liable for the obligations and liabilities of Ownerhereunder.

 

**ARTICLE18 – LIENS**

 

18.1                           Liens.  Contractorshall keep the Facility, the Site and the Equipment free from Liens (other thanliens arising from acts of Owner or Owner’s failure to pay amounts due toContractor), and shall promptly notify Owner of any known Liens filed againstthe Facility, the Site, or the Equipment and any structures comprising theFacility or located on the Site.  IfOwner seeks Contractor’s indemnification for any Lien, Owner shall:

 

(a)                                  Give Contractor prompt written notice ofany Lien of which it has knowledge; and applicable documentation regarding theLien;

 

(b)                                 Cooperate in the defense of litigationrelating to the Lien; and

 

(c)                                  Give Contractor sole control of thedefense and settlement, to the extent of Contractor’s liability, for the Lienif Contractor confirms in writing an obligation to indemnify Owner with respectto the Lien.

 

18.2                           Discharge or Bond. Contractor shall take prompt steps to discharge or bond any Lien filedagainst the Facility, any Equipment, and any structures comprising the Facilityor located on the Site by any Subcontractor based on a claim for payment byContractor in connection with the Work. Contractor shall have the option ofproviding an indemnity to Owner

 

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in lieu of discharging or providing a bond, for up toa [**] period to allow Contractor a reasonable time to resolve the cause of thefiling of the Lien.  If Contractor failsto indemnify, discharge or promptly bond any Lien, Owner shall have the right,upon notifying Contractor in writing and providing Contractor reasonable timeto indemnify, discharge or bond the Lien, to take any and all reasonableactions and steps to satisfy, defend settle or otherwise remove the Lien atContractor’s expense, including reasonable attorneys’ fees, costs andexpenses.  Owner shall have the right torecover these expenses from Contractor. Contractor shall have the right to contest any Lien, provided it firstprovides to Owner the indemnity provided for above or it may provide the lienholder, a court or other third Person, as applicable, a bond or otherassurances of payment necessary to remove the Lien related to the Work from theSite and the Facility in accordance with the Laws of the State of SouthCarolina.

 

**ARTICLE19 – PROPRIETARY DATA**

 

19.1                           Protection of Owner Proprietary Data.

 

(a)                                  Any Proprietary Data of an Ownerdisclosed to Contractor shall be marked “Proprietary” or the like on each page inwhich the respective party claims a proprietary or confidential interesttherein (or for electronic data, on the opening screen of such data). IfContractor receives information which it recognizes as being Proprietary Data,but which has not been marked as such, it shall promptly notify Owner and markthe information as Proprietary Data.

 

(b)                                 In the use of any Owner Proprietary Databy Contractor for the purpose of providing required information to, and/orsecuring Government Approvals from, any Government Authority, Owner andContractor shall cooperate to minimize the amount of such information furnishedconsistent with the interests of Owner and the requirements of the GovernmentAuthority involved.

 

(c)                                  Contractor agrees that it shall not,during or after the term of this Agreement, disclose any Proprietary Data ofOwner and its Affiliates, which is provided to Contractor during theperformance of Work under this Agreement, including but not limited to, theircosts, charges, rates, records, operating procedures, and methods of doingbusiness, to any Person (other than Subcontractors as required for theperformance of the Work), or to the general public for any reason or purposewhatsoever without the prior written consent of Owner, and that suchProprietary Data received by Contractor shall be used by it exclusively inconnection with the performance of its responsibilities relating to theWork.  However, nothing herein shallprevent Contractor from disclosing Proprietary Data of Owner or its Affiliatesas required by Law or an order of a Government Authority; provided thatContractor shall, if Contractor has adequate advance notice, give Ownerreasonable notice so as to allow Owner to seek a protective order or similarprotection, and nothing herein shall prevent Contractor from disclosing to theappropriate Government Authority any noncompliance with or violation of laws,rules, regulations, or orders within the jurisdiction of such GovernmentAuthority.  If, in the opinion of itslegal counsel and in the absence of a protective order or waiver, Contractor islegally compelled to disclose Owner’s Proprietary Data, Contractor willdisclose only the minimum amount of such information or data as, in the opinionof its legal counsel, is legally required. In addition, Contractor shall have the right to receive and useProprietary Data of Owner (but

 

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excluding any financial information) for the purposesof performing or assisting in the performance of Startup, commissioning,licensing and Startup maintenance services for other AP1000 Nuclear Power Plantowners, and to disclose such Proprietary Data of Owner to such owners orSubcontractors for such purposes under provisions of confidentiality includingan agreement substantially similar to Exhibit O-1, it being understoodthat in such instances, Owner does not warrant such data and Contractor shallindemnify Owner for any claims arising from the use of such data.  Nothing herein grants the right to Contractor(or implies a license under any patent) to sell, license, lease or cause tohave sold, licensed or leased, any Proprietary Data supplied by Owner underthis Agreement.

 

(d)                                 Title to Proprietary Data provided byOwner to Contractor and all copies made by or for Contractor in whole or inpart from such Proprietary Data remains with Owner.  Contractor shall include Owner’s confidentialor proprietary markings as provided by Owner on all copies thereof and excerptsmade therefrom except with respect to excerpts made or used internally byContractor for Facility Purposes; provided, however, that Contractor shalldestroy any such excerpts which do not include Owner’s confidential orproprietary markings when no longer needed for the purpose for which they weremade.

 

19.2                           Protection of Contractor’s ProprietaryData.

 

(a)                                  Any Proprietary Data of Contractordisclosed to Owner shall be marked “Proprietary” [**]. If Owner  receives information which it recognizes asbeing Proprietary Data, but which has not been marked as such, it shallpromptly notify Contractor and mark the information as Proprietary Data.

 

(b)                                 Owner’s Use.

 

(i)                                     Owner agrees not to use Proprietary Dataprovided by Contractor or copies thereof unless such use is solely for thepurposes of [**].  Nothing herein grantsthe right to Owner (or implies a license under any patent) to sell, license,lease, or cause to have sold any Proprietary Data supplied by Contractor underthis Agreement.

 

(ii)                                  Title to Proprietary Data provided byContractor to Owner and all copies made by or for Owner in whole or in partfrom such Proprietary Data remains with Contractor.  Owner shall include Contractor’s confidentialor proprietary markings as provided by Contractor on all copies thereof andexcerpts made therefrom except with respect to excerpts made or used internallyby Owner for [**]; provided, however, that Owner shall destroy any suchexcerpts which do not include Contractor’s confidential or proprietary markings

 

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when no longer needed for the purpose for which theywere made.  Except as otherwise providedunder this Section 19.2 or Section 19.3, Owner agrees to keep suchProprietary Data confidential, to use such Proprietary Data only for [**] andnot to sell, transfer, sublicense, disclose or otherwise make available any ofsuch Proprietary Data to others (other than Affiliates).  However, nothing in this Article 19shall prevent Owner from disclosing Proprietary Data of Contractor or itsAffiliates as required by Law or an order of a Government Authority (including,without limitation, the COL); provided that Owner shall, if Owner has adequateadvance notice, give Contractor reasonable notice so as to allow Contractor toseek a protective order or similar protection. If, in the opinion of Owner’s legal counsel and in the absence of aprotective order or waiver, Owner is legally compelled to disclose ProprietaryData, Owner will disclose only the minimum amount of such information or dataas, in the opinion of Owner’s legal counsel, is legally required.  In any such event, Owner agrees to use goodfaith efforts to ensure that Proprietary Data that is so disclosed will beaccorded confidential treatment.

 

(iii)                               Contractor hereby grants to Owner and itsAffiliates, officers, directors, employees or attorneys who have a need foraccess to know such Proprietary Data reasonably related to the exercise of anyrights of the Owner hereunder a transferable (but only as part of the sale or transferof the Facility or the operating responsibilities related thereto),royalty-free, fully paid up, perpetual and irrevocable (unless terminated forthe reasons  set forth in Sections  22.3, 22.4, or 22.5), nonexclusive license touse and copy Contractor’s Proprietary Data but only for [**].

 

(iv)                              [**]

 

(c)                                  Owner’s Disclosure to Third PartyRecipients.

 

(i)                                     Owner may disclose Contractor’sProprietary Data to third parties (hereinafter referred to as “Recipients” or “Recipient”)in accordance with the procedures and subject to the limitations set forth inthis Section 19.2 and Section 19.3, provided that such disclosure isexclusively for [**]. Notwithstanding the foregoing, disclosures

 

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of Contractor’s Proprietary Data (other thanContractor Non-Disclosable Information) may be made to Recipients for thepurpose of evaluating the potential purchase of power from the Facility or inthe exercise of the rights of such purchasers to review Owner’s generationexpansion plans and such disclosures shall be governed exclusively by theprovisions of the existing Non-Disclosure Agreement among SCE&G, SanteeCooper and the Consortium Members dated September 11, 2007, as amended(the “Existing Confidentiality Agreement”).

 

(ii)                                  Owner shall enter into a proprietary dataagreement with the Recipient substantially on the terms set forth in Exhibit O-1;provided, however, that the Owner may disclose such Proprietary Data withoutentering into such agreements to those persons to which access is required byany Government Authority or as necessary in order to comply with Law.

 

(iii)                               Should Owner discover a breach of theterms and conditions of a proprietary data agreement with a third party, Ownerwill promptly notify Contractor of such breach and provide to Contractornecessary information and support pertaining to any suit or proceedingcontemplated or brought by Contractor against Recipient for such breach.

 

(iv)                              Contractor shall not be responsible toOwner for the consequence of the use or misuse of Contractor’s Proprietary Databy third parties. Contractor makes no warranties, express or implied, to theextent of any such use or misuse of Contractor’s Proprietary Data by thirdparties.

 

(v)                                 Nothing herein shall prevent Owner fromdisclosing to the appropriate Government Authority any noncompliance orviolation of Laws within the jurisdiction of such Government Authority.

 

(d)                                 Owner’s Export of Technical Information. Owner agrees to comply with relevant United States Governmentregulations concerning the export of technical information, with respect toContractor’s Proprietary Data provided to Owner by Contractor under thisAgreement.  This provision shall alsoapply to any technical information developed by Owner using Contractor’sProprietary Data. Irrespective of any other provisions in this Agreement, theobligations set forth in this Section 19.2(d) shall be binding solong as the relevant United States Government regulations remain in effect.

 

19.3                           Special Procedures Pertaining toContractor’s Proprietary Data.

 

(a)                                  Categories of Contractor Proprietary Data. The Parties acknowledge and agree that certain Proprietary Data ofContractor delivered to Owner under this Agreement in accordance with Table 2of Exhibit A may be disclosed on a confidential basis without theprior consent of Contractor (“Contractor Disclosable Information”, as describedin Section 19.3(b)), and that certain other Proprietary Data of Contractormay not be disclosed by Owner to any third parties without the prior consent ofContractor (“Contractor Non-Disclosable Information”, as described in Section 19.3(d)).Owner agrees to abide by the provisions of this Section 19.3 governing thedisclosure of Contractor’s Proprietary Data.

 

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(b)                                 Contractor Disclosable Information. Contractor Disclosable Information consists of the following ProprietaryData that has been developed by Contractor, to the extent such Proprietary Datadoes not include Contractor Non-Disclosable Information as described inSection 19.3(d) below:

 

(i)                                     [**];

 

(ii)                                  [**];

 

(iii)                               [**];

 

(iv)                              [**];

 

(v)                                 [**];

 

(vi)                              [**];

 

(vii)                           [**]; and

 

(viii)                        [**]:

 

(1)                                  [**]

 

(2)                                  [**]

 

(3)                                  [**]

 

(4)                                  [**]

 

(5)                                  [**]

 

(6)                                  [**]

 

(7)                                  [**]

 

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(8)                                  [**]

 

(9)                                  [**]

 

(c)                                  Information. Contractor Disclosable Information maybe disclosed by Owner to third parties without prior notice to Contractor,provided that such disclosure is exclusively for the Facility Purposes andprovided that:

 

(i)                                     Owner shall take reasonable steps tominimize the disclosure of Contractor’s Proprietary Data to only thatinformation necessary for a Recipient to perform its contracted functions;

 

(ii)                                  Owner shall execute an agreement with theRecipient governing the disclosure of Contractor’s Proprietary Data consistentwith Section 19.2(c)(ii);

 

(iii)                               Contractor has the right to audit Owner’srecords and the contents of any agreements (subject to Owner’s right to protectProprietary Data of Owner and third parties) executed between Owner and aRecipient governing the disclosure of Contractor’s Proprietary Data (Ownershall have the right to redact portions of such agreements not relevant toconfidentiality); and

 

(iv)                              The provisions ofSection 19.2(c)(iii), (iv) and (v) shall apply to suchdisclosure.

 

(d)                                 Contractor Non-Disclosable Information. Contractor Non-Disclosable Information consists of the followinginformation that has been developed by Contractor:

 

(i)                                     [**];

 

(ii)                                  [**];

 

(iii)                               [**];

 

(iv)                              [**];

 

(v)                                 [**];

 

(vi)                              [**];

 

(vii)                           [**]; and

 

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(viii)                        Information which contains confidentialintellectual property of Contractor’s Subcontractors or other Contractorutility customers which is licensed to Contractor and which Contractor has theright to sub-license to Owner, or confidential intellectual property ofContractor’s Subcontractors licensed directly to Owner.  Exhibit O-2 contains the list ofsuch confidential intellectual property identified as of the Effective Date,and these items are subject to the separate contractual or license agreementsand limitations on copying and use, and Owner agrees to and shall be bound bythe terms of any such third-party contractual or license agreements provided oridentified. The list in Exhibit O-2 will be updated by Contractorduring the Work as such additional third party license agreements areidentified and required as part of the Work and to update the list for anynewer versions or replacements of the software or other confidentialinformation, as applicable.  Contractorshall not remove an item from Exhibit O-2 without Owner’s mutualagreement.  For license agreements withsuch third-parties necessary for maintenance or operation of the Facility foritems such as those identified in Exhibit O-2 but not previouslyexecuted, Contractor agrees to make commercially reasonable efforts to negotiateterms consistent with the provision of this Article 19 permittingContractor to sub-license to Owner confidential information received byContractor from Contractor’s Subcontractors or other contractor utilitycustomers.

 

(e)                                  Procedures Pertaining to ContractorNon-Disclosable Information.  Upon writtenrequest by Owner, Contractor shall consider the release of ContractorNon-Disclosable Information. The request shall identify the informationrequested to be disclosed, the work that is to be performed and the name of theintended Recipient. The request shall be reviewed by Contractor foracceptability for disclosure based on the principle, agreed to by Owner andContractor, that Contractor has the right to protect its proprietaryinformation in which it has made a substantial investment and which requiredsubstantial innovation, balanced against whether such disclosure wouldjeopardize such proprietary rights of Contractor and the principle that Ownerhas the right to assure that services associated with maintenance and operationof the Facility are in all respects prudent, including cost, and thus may needto be performed by third party service providers. The determination of whetheror not to disclose the information shall be made by Contractor in its discretionbased on the above principles. [**]  IfContractor agrees to the disclosure of such information, the specificinformation to be provided to the Recipient (subject to Owner’s right toprotect Proprietary Data of Owner and Recipient) shall be subject to review andapproval by Contractor and shall be governed by the terms of theconfidentiality agreement with the Recipient substantially in the forms setforth in Exhibit O-1.

 

(f)                                    Documents Containing Combined Information. Where a document marked “Proprietary”or the like contains Contractor Disclosable Information and ContractorNon-Disclosable Information, Owner shall not disclose any ContractorNon-Disclosable Information without Contractor’s prior written consent.  Owner shall have the right to:

 

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(i)                                     request Contractor to prepare and verifythe accuracy of a version of such document containing only ContractorDisclosable Information;

 

(ii)                                  request Contractor to prepare and verifythe accuracy of a document which contains the specific information requested bythe third party service provider; or

 

(iii)                               itself extract the Contractor DisclosableInformation from such document and provide the Disclosable Information to thethird party service provider in accordance with the procedures set forth inSection 19.3(c).  Owner shall makecommercially reasonable efforts to give notice to Contractor’scurrently-assigned designated contact of the proposed disclosure of any extractof Contractor Disclosable Information and, at least five (5) Business Daysprior to such disclosure, shall provide such extract to Contractor for review.All right, title and interest in Contractor Disclosable Information containedin such document or material prepared by Owner remains with Contractor and, forthe avoidance of doubt, is hereby assigned to Contractor.

 

(iv)                              Contractor shall be reimbursed on a Timeand Materials Basis for the preparation and verification of documents for Ownerunder Section 19.3(f)(i) and (ii) above.  Contractor shall assume no liability for, andwill not warrant the accuracy or validity of, any version of a documentcontaining Disclosable Information prepared by Owner pursuant to Section 19.3(f)(iii) above.

 

(g)                                 Additional Procedures. Owner and Contractor shall each designate a contact person for thepurposes of administering the disclosure of Contractor’s Proprietary Data.  Owner’s designated contact shall beresponsible for (i) ensuring that an agreement is executed with the Recipientgoverning the disclosure of Contractor’s Proprietary Data consistent withSection 19.2(b)(ii) before the information is released, and(ii) making formal requests to Contractor for the release of informationdesignated as Contractor Non-Disclosable Information.  Contractor’s designated contact shall beresponsible for (i) handling and expediting responses to Owner’s requestsfor release of information not specifically designated as disclosable and(ii) conducting periodic reviews of Owner’s records listing the Recipientsand purposes of disclosure of Contractor Proprietary Data.

 

19.4                           Ownership of Rights in Documentation. The rights, title and interests in and to the copies of Documentationprovided to Owner shall be owned by Owner, provided that all rights, title andinterests in and to Contractor’s or third party’s Proprietary Data within theDocumentation shall remain with Contractor or the applicable third party,subject to the provisions of this Article 19. The types of Documentationto be received by Owner are listed in Table 2 of Exhibit A.

 

19.5                           Ownership of Invention Rights. Contractor shall retain the ownership rights in any and all discoveriesand inventions (patentable or unpatentable) that Contractor or any of itsSubcontractors makes, creates, develops, discovers or produces in connectionwith the design, manufacture, testing, analysis, maintenance or construction ofthe Facility or performance of the Work; provided, however, that Contractorhereby grants to Owner a transferable (but only as part of the sale or transferof the Facility), royalty-free, fully paid up, irrevocable, nonexclusive

 

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license to use such discoveries and inventions for thepurposes of Facility (and associated simulator) maintenance, operation,training, repair, decommissioning and compliance with Laws.

 

19.6                           Software.  Softwareprovided to Owner by Contractor shall be subject to the software licenseprovisions set forth in Exhibit M-1.

 

19.7                           Publicity.  Each Partyshall use commercially reasonable efforts to consult with the other Partybefore issuing any press releases or other public announcements involving anydetails of this Agreement other than that the Parties are or have haddiscussions with the other, except that the foregoing shall not be required ifnecessary to comply with Law or in the case of an emergency.

 

**ARTICLE20 — ENVIRONMENTAL; HAZARDOUS MATERIALS**

** **

20.1                           Material Safety Data Sheets. To the extent required by applicable Law, Contractor shall provide toOwner Material Safety Data Sheets covering Hazardous Materials to be furnished,used, applied, or stored by Contractor, or any of its Subcontractors, at theSite in connection with the Work. Contractor shall coordinate with Owner’s Project Director to provide alisting of such Hazardous Materials and their quantities at the Site forpurposes of chemical inventory reporting pursuant to 40 C.F.R. Part 370and similar state regulations.

 

20.2                           Facility Use, Storage Removal. When the use or storage of explosives or other Hazardous Materials orequipment is necessary for the performance of the Work, Contractor shallexercise the utmost care and shall carry on its activities under thesupervision of properly qualified personnel in accordance with applicableLaws.  Before Unit Mechanical Completionof the Second Unit (or if there is no Second Unit, the First Unit), Contractorshall remove from the Site in accordance with applicable Laws any explosivesand other Hazardous Materials that Contractor or its Subcontractors used,stored or located at the Site or any neighboring property, unless the same havebeen permanently incorporated into the Facility, provided that, if any suchexplosives and other Hazardous Materials are necessary for completion of theWork, Contractor shall be permitted to retain such explosives and otherHazardous Materials at the Site or any neighboring property but only if, and tothe extent, in compliance with the COL and applicable Laws.

 

20.3                           Handling, Collection, RemovalTransportation and Disposal.

 

(a)                                  Unless otherwise agreed by the Parties,Contractor shall be responsible for the proper handling, treatment, collection,containerizing and removal of Hazardous Materials brought onto the Site orcreated by Contractor or Subcontractors or spilled or introduced into or at theSite by Contractor or any Subcontractor, including any such Hazardous Materialsfurnished, used, applied or stored at the Site by Contractor or anySubcontractor, including used oils, greases, and solvents from flushing andcleaning processes performed under the Agreement.  Prior to Unit Mechanical Completion of aUnit, Contractor shall be responsible for the proper handling, storage,transportation, and disposal of any Hazardous Materials brought onto the Siteor created by Contractor or Subcontractors. Contractor shall be liable for anyfines or penalties imposed for its or its Subcontractors’ failure to complywith applicable Laws with respect to Hazardous Materials for which it isresponsible pursuant to this Section 20.3(a).

 

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(b)                                 At all times during the performance ofthe Work, Owner shall be responsible for the prompt and proper handling,storage, transportation and disposal of Hazardous Materials existing at, on orunder the Site that were not brought onto the Site or created by Contractor orSubcontractors. After Unit Mechanical Completion of a Unit, Owner shall beresponsible for the prompt and proper handling, storage, transportation anddisposal of Hazardous Materials used or generated with respect to such Unit orremaining at the Site (after proper handling, collection and containerizing byContractor). As between the Parties, Owner shall be considered the generator forHazardous Materials existing at, on or under the Site that were not broughtonto the Site or created by Contractor or Subcontractors, and shall retain allresponsibility and liability with respect to such Hazardous Materials.  Subject to limitations on Santee Cooper’sobligations as a matter of South Carolina law and subject to Contractor’sobligations under Section 20.3(a), Owner shall indemnify Contractoragainst any penalties levied by any Government Authority for allowing anycollected and containerized waste remaining in storage for more than the periodallowed by applicable Laws without permit.

 

(c)                                  Activities performed by each Party inconnection with the handling, storage, collection, containerizing,transportation and disposal of Hazardous Materials shall be performed inaccordance with the requirements of all Government Authorities and allapplicable Laws.

 

20.4                           Notice of Discovery. Contractor shall provide prompt written notice to Owner of any suspectedHazardous Materials that Contractor finds during performance of the Work notpreviously identified by Owner to Contractor. Owner shall be responsible for any further action required after thediscovery. To the extent any such action causes an increase in Contractor’scosts or a delay in the performance of the Work, Contractor shall be entitledto a Change Order pursuant to Article 9.

 

**ARTICLE21 — TITLE; RISK OF LOSS**

** **

21.1                           Transfer of Title. Except as otherwise expressly provided in this Agreement, title to anitem of Equipment shall pass to Owner upon payment in full by Owner toContractor for such item of Equipment. The passage of title to Owner shall not be deemed an acceptance orapproval of such Equipment (or any Work), affect the allocation of risk ofloss, or otherwise relieve Contractor or Owner of any obligation under thisAgreement to provide and pay for transportation and storage in connection withthe Equipment.

 

21.2                           Risk of Loss.

 

(a)                                  Whether or not title has passed to Owner,the risk of loss for each system or structure of a Unit shall remain withContractor until, and shall pass to Owner upon Turnover of such system orstructure. Contractor shall be obligated to replace, repair or reconstruct theEquipment that is lost, damaged, or destroyed before the risk of loss of theEquipment is transferred to Owner, provided that Contractor is reimbursed forperforming such replacement, repair, or reconstructions, as applicable, fromthe Builder’s Risk insurance described in Sections 16.1(b) and16.2(a)(ii) or as otherwise provided herein.  Notwithstanding the foregoing, andnotwithstanding any provision of this Agreement that requires a Party to bearthe risk of loss to its own property, during the Turnover process, and untilUnit Mechanical Completion and

 

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thereafter, (i) if Owner or any of its Personnelor Invitees damages any part of a system or structure of a Unit that has notyet achieved Turnover, Owner shall reimburse Contractor on a Time and MaterialsBasis  to the extent of the negligence ofOwner, its Personnel or Invitees, for any amounts not reimbursed by theapplicable insurance policy, including the insurance deductibles related tosuch loss and (ii) if Contractor or any of its Personnel or Invitees damagesany part of a system or structure of a Unit that has achieved Turnover,Contractor shall be liable for the insurance deductibles related to such losssubject to and limited by Section 16.2(a)(ii).

 

(b)                                 Risk of loss to Equipment that Contractorremoves from the Facility or from the Site for repair, replacement orrefurbishment under the Warranty shall transfer to Contractor at the time ofits loading on the carrier at the Facility. Owner shall reassume the risk of loss upon completion of the unloading ofthe Equipment from the carrier at the Facility upon completion of suchreplacement, refurbishment or repair services.

 

21.3                           Risk to a Party’s Property. Each Party is responsible for insuring its own property (including theFacility and surrounding property) during the Work and thereafter, and eachParty shall extend the benefit of such property insurance to the other. EachParty on behalf of itself and its insurers hereby waives all rights of recovery(including subrogation rights) against the other Party (including ContractorInterests) for any loss or damage to its property during the Work andthereafter, including the deductibles under any insurance policy.Notwithstanding the foregoing, however, should a Party cause damage to theother Party’s property (including the Facility and surrounding property), suchParty shall be responsible for the other Party’s deductible under its insurancepolicy, up to (and limited to) [**].  Forthe avoidance of doubt, Contractor’s liability for the payment of such amountshall not be reimbursable hereunder. Owner shall reimburse Contractor on a Time and Materials Basis for  its work to remedy such loss or damage thatexceeds such amount, whether based on contract, tort (including fault,negligence and strict liability) or otherwise. The foregoing shall apply notwithstanding any other provision to thecontrary.

 

**ARTICLE22 — SUSPENSION AND TERMINATION**

** **

22.1                           Suspension by the Owner for Convenience.

 

(a)                                  Owner may, without cause, orderContractor in writing to suspend, delay or interrupt the Work in whole or inpart for such period of time as Owner may determine. Any such suspension of theWork shall entitle Contractor to a Change Order pursuant to Article 9.

 

(b)                                 Owner shall continue to meet the paymentobligations to Contractor during any suspension, delay or interruption for Workactually performed.

 

(c)                                  During any suspension, Contractor shalltake reasonable precautions to protect, store and secure the Equipment againstdeterioration, loss or damage and to minimize the charges for the suspension.

 

(d)                                 Contractor shall resume any suspendedWork promptly following receipt of notice from Owner to do so.

 

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22.2                           Termination by Owner for Cause.

 

(a)                                  Without limiting any other rights that itmay have hereunder, Owner may terminate the Agreement upon notice to Contractorif:

 

(i)                                     Contractor is in breach of a materialprovision of this Agreement and fails to cure the breach within [**] followingwritten notice of such breach or, if such breach is not capable of being curedwithin such [**] period, such longer period as is reasonably necessary so longas Contractor has commenced the cure within such [**] period and thereafterdiligently pursues the cure;

 

(ii)                                  [**];

 

(iii)                               unless due to an UncontrollableCircumstance, Substantial Completion of a Unit is delayed by more than [**]past the Guaranteed Substantial Completion Date for such Unit and Contractor isnot, in the reasonable opinion of Owner, exercising due diligence to correctsame; or

 

(iv)                              a Consortium Member is Insolvent.

 

(b)                                 When Owner terminates the Agreement forone of the reasons stated in Section 22.2(a), Contractor shall not beentitled to receive further payment until the Work is finished subject to theprovisions set forth in Section 22.2(c)(iii).

 

(c)                                  Upon any termination pursuant to thisSection 22.2, Owner may at its option elect to: (i) assumeresponsibility for and take title to and possession of the Facility and Workand Equipment remaining at the Site and Equipment located outside the Site forwhich payment in full or in part has been made by Owner; (ii) succeedautomatically, without the necessity of any further action by Contractor, tothe interests of Contractor in any or all Subcontracts entered into byContractor with respect to the Work (if such Subcontracts permit), and shall berequired to compensate such Subcontractors if acceptable to such Subcontractorsonly for compensation becoming due and payable to such parties for goods andservices provided under the terms of their Subcontracts with Contractor fromand after the date Owner elects to succeed to the interests of Contractor insuch Subcontracts and (iii) request that Contractor continue to performthe Work or any portion thereof pursuant to a separate agreement.  In the event of any termination pursuant tothis Section 22.2, Owner may, at its option, finish the Work and otherwork by whatever method Owner may deem expedient.

 

(d)                                 If the unpaid balance of [**] exceeds thecosts of finishing [**] the Work (including all reasonable administrative andother direct costs incurred as a result of such termination), such excess shallbe paid to Contractor. If the cost of finishing [**] the Work

 

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(including all reasonable direct costs for Owner toadminister the completion of the Work and other direct costs incurred by Owneras a result of such termination) exceeds the unpaid balance of [**], Contractorshall pay the difference to Owner.

 

(e)                                  [**]

 

22.3                           Termination by Owner for Convenience.

 

(a)                                  Owner may, at any time, terminate theAgreement for Owner’s convenience and without cause.

 

(b)                                 In the event of termination for Owner’sconvenience prior to the issuance of the Full Notice to Proceed, Contractorshall be entitled to receive payment for its Termination Costs.

 

(c)                                  If Owner terminates for its convenienceafter the issuance of the Full Notice to Proceed, Contractor shall be entitledto receive payment for its Termination Costs and Owner shall pay to Contractora termination fee of [**]. [**] In the event that Owner has exercised its rightunder Section 3.3(b) to cancel the Second Unit prior to issuance ofthe Full Notice to Proceed and, subsequent to issuance of the Full Notice toProceed but within one (1) year following the cancellation of the SecondUnit, terminates this Agreement for its convenience, the Profit shall bedetermined as if both Units were cancelled after issuance of the Full Notice toProceed. The one (1) year period described in the preceding sentence shallbe extended by the duration of any period of suspension of the Work pursuant toSection 22.1 that is initiated during such one (1) year period.

 

(d)                                 Upon such termination and payment, the Partiesshall have no further liability to one another other than any liability thatarose prior to the termination of this Agreement pursuant to thisSection 22.3 and the Parties’ obligations under Section 22.6.

 

22.4                           Suspension and Termination Due to OtherCircumstances.

 

(a)                                  In the event that Owner does not issuethe Full Notice to Proceed as established in Section 3.3(b), Contractorshall have the right to suspend its Work, demobilize its forces and take suchother actions as are reasonably needed to address the consequences of a delayin the Work, including the suspension or cancellation, as applicable of theWork being performed under Subcontracts. Prior to initiating such suspension,Contractor shall issue a notice

 

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to Owner stating the basis for such suspension. Oncethe event that allowed Contractor to suspend Work under thisSection 22.4(a) has occurred, Owner and Contractor shall negotiate aChange in the Contract Price, Project Schedule (including the GuaranteedSubstantial Completion Date(s)), and such other applicable terms and conditionsof this Agreement to reflect the effect of such event, including, withoutlimitation, the suspension of the Work, and the demobilization andremobilization of Contractor’s and the Subcontractors’ forces, as applicable.Contractor shall incorporate agreed upon changes in a Change Order[**]. [**]

 

(b)                                 Either Party may terminate this Agreementin the event that DOE fails to fund all NuStart AP1000 Nuclear Power Plant COLactivities and AP1000 Nuclear Power Plant design finalization substantially onthe schedule set forth in Exhibit E, and within [**] following suchfailure, the Parties have not agreed, pursuant to good faith negotiations, on analternative funding method satisfactory to the Parties;

 

(c)                                  In the event that through no act or faultof Contractor or a Subcontractor, one or more suspensions, delays orinterruptions of the Work by Owner or due to an Uncontrollable Circumstanceconstitute in the aggregate more than [**] or more than [**] out of any [**]period, or (unless due to a breach by Contractor of its obligations under thisAgreement or a failure by Contractor to comply with applicable Law) an order ofa Government Authority having jurisdiction over the Facility which requires theWork to be permanently stopped (or stopped for greater than one year),Contractor shall have the right to notify Owner that it intends to terminatethe Agreement. If Owner does not agree to such termination within [**]following Contractor’s notice, Owner and Contractor shall negotiate a Change inaccordance with Article 9 to reflect the effect of suspension, delay orinterruption of the Work. Contractor shall incorporate agreed upon changes in aChange Order or, in the absence of agreement, shall prepare a proposed ChangeOrder reflecting the changes it deems necessary to reflect the effect of thesuspension, delay or interruption. Within [**] following receipt of therequested Change Order from Contractor, Owner shall notify Contractor whetherit (i) accepts the Change Order as proposed by Contractor,(ii) desires to have disputed issues in the Change Order resolved underthe terms of Article 27 or (iii) desires to terminate this Agreement.If Owner does not (x) accept the Change Order as proposed by Contractor,(y) notify Contractor of its desire to have disputed issues resolved underArticle 27 or (z) issue notice of termination within such [**]period, Contractor shall have the right to terminate this Agreement upon [**]notice to Owner.

 

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(d)                                 [**]

 

(e)                                  In the event of termination pursuant tothis Section 22.4, Contractor shall be entitled to receive payment for itsTermination Costs; [**].

 

22.5                           Termination by Contractor.

 

(a)                                  Contractor may terminate this Agreementfor any of the following reasons:

 

(i)                                     Owner fails to make payment to Contractorin accordance with the Agreement for a period exceeding [**] after anundisputed invoice has become due, or Owner fails to make payment to Contractorof disputed amounts in accordance with the provisions ofSection 8.4(b)(i) for a period exceeding [**] following the dateprovided for in Section 8.4(b)(i), provided, in either case, that Contractorhas provided the notices of overdue payment as required underSection 8.4(c);

 

(ii)                                  Owner is in breach of a materialprovision of this Agreement and fails to cure the breach within [**] followingwritten notice of such breach or, if such breach is not capable of being curedwithin such [**] period, such longer period as is reasonably necessary so longas Owner has commenced the cure within such [**] period and thereafterdiligently pursues the cure; or

 

(iii)                               Either SCE&G or Santee Cooper isInsolvent unless the other of SCE&G or Santee Cooper has provided securityfor payments that would be due from such Insolvent Person in accordance withSection 8.6 and no other changes to this Agreement have resulted fromproceedings involving the Person that is Insolvent.

 

(b)                                 Upon termination of this Agreementpursuant to this Section 22.5, Contractor shall be entitled to receivepayment from Owner as if it were a termination for Owner’s convenience underSection 22.3.

 

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22.6                           Actions Required of Contractor uponTermination.  Upon receipt of a notice of termination fromOwner or the issuance of a notice of termination by Contractor, Contractorshall:

 

(a)                                  in an orderly manner and consistent withsafety considerations, cease operations as directed by Owner in the notice;

 

(b)                                 take actions necessary, or that Owner maydirect, for the protection and preservation of the Work (wherever located); and

 

(c)                                  except for Work directed to be performedprior to the effective date of termination stated in the notice, enter into nofurther contracts and purchase orders.

 

Upon receipt of a notice of termination forconvenience from Owner, a notice of termination for cause from Owner pursuantto Section 22.2, or a notice of termination from Owner or Contractor, asapplicable, pursuant to Section 22.4, Contractor shall use commerciallyreasonable efforts for a commercially reasonable time to sell to a third partythe Equipment for which Owner has made Milestone Payments or to cancel suchEquipment orders. Contractor shall consult with Owner with respect to such saleor cancellation to determine which is the preferred course of action. IfContractor sells the Equipment to a third party, then the net sales price forthe Equipment paid to Contractor shall be remitted to Owner when received byContractor. If Contractor determines that it is able to use the Equipment foranother customer, the price to be charged to the other customer for suchEquipment shall be refunded to Owner as such payments are received from theother customer.  If Equipment for whichOwner has made Milestone Payments cannot be sold, cancelled or designated foranother customer, then, at Owner’s request, Contractor shall assign to Owner,and Owner shall assume, all rights and obligations under such Subcontract.Owner shall pay Contractor for such activities on Owner’s behalf as follows:(i) for Westinghouse, its Recoverable Costs plus SGA and Pro Rata Profiton such costs and (ii) for Stone & Webster, its costs andexpenses on a Time and Materials Basis. In each instance under this Article 22 in which Termination Costsare due from Owner, such Termination Costs shall be determined following theperformance of the undertakings of Contractor pursuant to this paragraph (otherthan the obligation to refund to Owner amounts received from a third party oranother customer as provided above).

 

**ARTICLE23 – SAFETY; INCIDENT REPORTING**

** **

23.1                           Environmental, Health and Safety Programs. Contractor shall be responsible for initiating, maintaining andsupervising the safety precautions and programs in connection with itsperformance of its Work under the Agreement, including necessary precautionsand programs for the Site and any areas adjacent to the Site under itssupervision and/or control.  Contractorshall comply with applicable workplace safety Laws governing the Work and/orSite.

 

23.2                           Designated Contractor SafetyRepresentative.  Contractor shall designate a responsible,qualified person in Contractor’s organization at the Site whose duty shall bethe prevention of incidents and injuries and addressing unsafe and undesirableconditions and behavior for each of the following three (3) areas:environmental matters (U.S. Environmental Protection Agency and any applicablestate agency), health matters (industrial hygiene and

 

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employee health hazard prevention/mitigation) andsafety matters, as each area relates to construction activities generally andthe Work specifically.  One individualmay be designated for more than one of these three areas if the individual isqualified in the relevant areas.

 

23.3                           OSHA and Other Laws. Contractor shall provide notices and comply with applicable workplacesafety Laws, including the Occupational Safety and Health Act (“OSHA”) andprovisions of the Americans with Disabilities Act relevant to workplace safety.Contractor shall maintain the logs required under OSHA.

 

(a)                                  Contractor represents that it is familiarwith the Site, the Work to be performed, the Equipment to be provided, thehazards of the Work, and, if applicable, the Material Safety Data Sheets for,and the hazards of, the Hazardous Materials that Contractor is expected toprovide. Contractor represents that it is familiar with the labeling systemused in the workplace.

 

(b)                                 Contractor acknowledges that OSHA andregulatory standards or state plan equivalent (collectively, the “OSHAStandards”) require that its employees be trained in various subjects, such as,but not limited to, the hazards of, and standards applicable to, the Work (29C.F.R. § 1926.21(b)(2)) (applicable to construction work), lockout/tagout (29C.F.R. § 1910.147), confined space entry (29 C.F.R. §§1926.21(b)(6) or 1910.146), and asbestos (29 C.F.R. §§ 1910.1001 or1926.1101).  Prior to performing Work onthe Site, Contractor’s employees and their supervisors shall, as required, havebeen trained in accordance with all applicable OSHA Standards relating to theduties they perform or supervise, and they shall have been trained to recognizeand avoid any hazards related to the Work, and to perform the Work safely andwithout danger to any employee or to any property.

 

(c)                                  Contractor represents that its employeesare or shall be equipped with the personal protective equipment required byapplicable OSHA Standards in 29 C.F.R. Parts 1926 and 1910, and with thepersonal protective equipment required to protect its employees against otherserious health or safety hazards. Contractor agrees that it shall discipline its employees who violate anyOSHA Standards or applicable Laws in accordance with its own policies andprocedures.

 

(d)                                 Contractor shall comply with all OSHAStandards applicable to the Work, including those requiring pre-employmenttesting of employees, such as, but not limited to, pulmonary testing, bloodtesting, urine testing, hearing testing, respirator fit testing, drugscreening, and/or applicable medical surveillance testing.

 

(e)                                  Contractor shall comply with its safetyprograms and/or any Site specific safety plans which Owner has reviewed andaccepted.

 

(f)                                    Within a reasonable time following aspecific request by Owner, and to the extent permitted by applicable Law,Contractor shall provide to Owner copies of training materials for itsemployees concerning a particular safety and health standard and/or particularsubstantive or technical training requirement of the job.

 

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23.4                           Worksite Safety.

 

(a)                                  Contractor shall take reasonableprecautions for the safety of, and shall provide reasonable protection toprevent damage, injury or loss to Persons and property resulting from the Work,including:

 

(i)                                     Contractor or Subcontractor employees andother Persons performing the Work and any Persons who may be affected by theperformance of the Work;

 

(ii)                                  the Equipment to be incorporated into theFacility, whether in storage on or off the Site or under the care, custody orcontrol of Contractor or Subcontractors; and

 

(iii)                               other property at or adjacent to theSite, including trees, shrubs, lawns, walks, pavements, roadways, structuresand utilities.

 

(iv)                              Contractor shall erect, maintain orundertake, as required by existing conditions and the performance of theAgreement, reasonable safeguards for the safety and protection of Persons andproperty, including posting danger signs and other warnings against hazards,promulgating safety regulations, and notifying Owner and users of adjacentsites and utilities.  Those precautionsmay include providing security guards.

 

(v)                                 Contractor agrees to provide to Owner thename, title, and phone number of its emergency contact person prior to thecommencement of the Work.

 

23.5                           Dangerous Materials. When the use or storage of explosives or other dangerous materials orequipment or unusual methods are necessary for the Work, Contractor shallexercise utmost care and carry on its activities only under the supervision ofproperly qualified personnel.  Contractorshall notify Owner’s Project Director prior to bringing any explosives onto theSite.

 

23.6                           Cooperation in GovernmentalInvestigations and Inspections.  Contractorand its Subcontractors shall provide reasonable assistance to Owner inresponding to requests and inspections by any Government Authority forinformation in connection with the Work involving Contractor or itsSubcontractors.  Contractor shall providethe NRC the facilities, furnishings, conveniences and access set forth in 10C.F.R. § 50.70 and shall take good faith efforts to keep confidential thepresence of any representative of the NRC at the Site as provided in 10 C.F.R.§ 50.70(b)(4).

 

23.7                           Audit.  To the extentpermitted by applicable Law, and in response to specific and identifiableconcerns, Contractor shall permit Owner to review and copy Contractor’sdocuments related to those specific and identifiable safety and health concernsat the Site.

 

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**ARTICLE24 – QUALIFICATIONS AND PROTECTION OF ASSIGNED PERSONNEL**

 

24.1                           Screening Measures. A fitness for duty and security screening program (“Screening Measures”)shall be established for all Contractor and Subcontractor employees for theWork. This program shall comply with the regulations set forth in the Lawsgoverning new nuclear build construction. This program shall contain:

 

·                                          Prohibition of the use, transportation,sale, or possession of illegal drugs

 

·                                          Prohibition of the use or possession ofalcohol beverages on the Site

 

·                                          Requirement that employees be fit forduty at all times while on the Site

 

·                                          Requirement that employees submit to drugand alcohol testing during preaccess screening, for-cause testing, and postevent testing, as necessary

 

·                                          Requirement that all employees mustimmediately report known, suspected, or potential violations of this policy tosupervisory personnel or management

 

·                                          Requirement that a subset of workers whoperform important safety functions be subject to random testing

 

·                                          Protection of information and records toassure confidentiality

 

·                                          Requirement that employees consent to asearch or inspection of the individual’s property while on the Site.

 

In addition to pre-access screening for drugs andalcohol an identity check and screening for criminal history shall beperformed.  A law enforcement criminalrecords check on all potential employees that shall include:

 

·                                          Verification of identity

 

·                                          A criminal history check of theindividual shall be performed

 

·                                          Prior to a final adverse determination,the applicant shall be informed of the basis for potential denial of access tothe Site to assure the accuracy of the basis for such denial.

 

During preaccess screening a probationary period ofnot to exceed thirty (30) Days shall be granted to allow for the testing andprescreening to be performed while the employee is put to work.

 

24.2                           Contractor’s Personnel. Contractor shall comply with applicable labor and immigration Laws thatmay impact Contractor’s Work under this Agreement, including the ImmigrationReform and Control Act of 1986 and Form I-9 requirements.  Contractorshall perform the required employment eligibility and verification checks andmaintain the required employment records.  Contractor acknowledges andagrees that it is responsible for conducting

 

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adequate screening of its employees and agents priorto starting the Work.  By providing an employee or Subcontractor underthis Agreement, Contractor warrants and represents that the Screening Measureswith respect to such employee or Subcontractor have been completed and thatsuch Screening Measures did not reveal any information that could adverselyaffect such employee’s or Subcontractor’s suitability for employment orengagement by Contractor or competence or ability to perform duties under thisAgreement.  If in doubt whether a suitability, competence or abilityconcern exists, Contractor shall discuss with Owner the relevant facts andOwner shall determine, in its sole discretion, whether such Person should beallowed to perform the Work.  Owner, in its sole discretion, shall havethe option of barring from the Site any person whom Owner determines does notmeet the qualification requirements set forth above.  In all circumstances,Contractor shall ensure that the substance and manner of any and all ScreeningMeasures performed by Contractor pursuant to this Section conform fully toapplicable Law.  Contractor shall submit to Owner for approval a set ofwork rules that applies to all Contractor and Subcontractoremployees. This set of work rules shall establish Contractor’s andSubcontractor’s disciplinary action policy and hiring and terminationpolicy.  This policy shall detail the actionsto be taken by Contractor and Subcontractors for acts of misconduct, negligenceand incompetence of their employees. The disciplinary action program shall beprogressive up to termination and the barring of employee from futureemployment.

 

24.3                           Training of Employees. Contractor represents that all Contractor and Subcontractor personnelshall as required be trained regarding environmental, OSHA and NRC requirementsand any other matters required by applicable Laws and relevant to the Work.

 

24.4                           NRC Whistleblower Provision. Contractor and its Major Subcontractors shall comply with therequirements of Section 211, “Employee Protection,” of the EnergyReorganization Act of 1974, 42 U.S.C. § 5851, as amended; 10 C.F.R. § 50.7,“Protection of Employees Who Provide Information” and 29 C.F.R. § 24 (collectively,the “Whistleblower Provisions”). Contractor shall implement a program and develop procedures to adviseall of Contractor’s and the Major Subcontractors’ personnel that they areentitled and encouraged to raise safety concerns to Contractor’s management, toOwner, and to the NRC, without fear of discharge or other discrimination.

 

24.5                           Respirator Protection. For any Work at the Site that shall expose any of Contractor’s or anySubcontractor’s employees or representatives to sources of radiation or requirethem to wear respiratory protection, Contractor shall require each of theseemployees or other representatives, prior to entering any radiation area orwearing respiratory protection, to undergo a physical examination to determineif occupational radiation exposure or the wearing of respiratory protectionshould be avoided because of any medical condition or other circumstance, andin addition, to undergo such physical examination as may be required byapplicable Law or by any Government Authority having jurisdiction.  Contractor shall keep a record of thephysical examination available for inspection by Owner.  Owner shall assist Contractor in defining theapplicable requirements, if requested.

 

**ARTICLE25 – RECORDS AND AUDIT**

** **

25.1                           Technical Documentation. Except to the extent applicable Laws require a longer retention,Contractor shall maintain and shall cause its Major Subcontractors to maintainall

 

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technical documentation relative to the Equipment fora period of [**] after Final Completion.

 

25.2                           Accounting Records. Except to the extent applicable Laws require a longer retention,Contractor shall maintain and shall cause its Subcontractors to maintaincomplete accounting records relating to the Work performed or provided underthis Agreement on a Time and Materials Basis or the Target Price, or otherreimbursable basis in accordance with generally accepted accounting principlesin the United States, as set forth in pronouncements of the FinancialAccounting Standards Board (and its predecessors) and the American Institute ofCertified Public Accountants, for a period of [**] after Final Completion of aUnit, except that records relating to Sales Taxes for such items must beretained for [**] as specified in Section 25.5.

 

25.3                           Maintenance of Records Generally. Notwithstanding anything in Section 25.1 or 25.2 to the contrary,Contractor shall ensure that its maintenance of records complies with theapplicable provisions of 10 C.F.R. § 50.71.

 

25.4                           Right to Audit. If Owner requests verification of Recoverable Costs claimed byContractor for reimbursement or for any Work performed or provided on a Timeand Materials Basis or the Target Price, Owner or its authorized representativeshall be permitted to examine and audit Contractor’s records and books, andSubcontractors’ where permitted by contract, related to those costs.  The right to initiate any audit shall expire,with respect to any such cost, [**] after the cost was incurred. Such auditshall provide Owner with a reasonable opportunity to verify that all costs andcharges have been properly invoiced in accordance with the terms of thisAgreement. Owner shall not be entitled to any information that would enableOwner to determine [**] unless access to this information is needed to supporta request made by Owner or Contractor for a change in indices in accordancewith Article 7.  If any audit by theauditor reveals charges to or paid by Owner as charges or fees which areincorrectly charged, then Owner shall be entitled upon demand for a refund fromContractor of such amounts, together with interest at [**] per annum, measuredfrom the date of the incorrect invoice until the date the refund is paid.  Likewise, if any audit or if any examinationby any state or local taxing agency reveals additional Sales Tax to be imposedupon Contractor for under collection of tax from Owner on a taxable sale, thenContractor shall be entitled, upon demand, to a payment from Owner of all suchamounts, together with any interest and penalties imposed by any state or localtaxing agency.  Notwithstanding anythingin this Section 25.4 to the contrary, Owner shall not be restricted fromany audit rights, including any right to conduct audits directly without anyintermediary, which it is required to have in order to comply with applicableLaws, including the regulations of the NRC.

 

25.5                           Sales Tax Records. Contractor shall provide or provide access to the information,documents, receipts, invoices, and data to Owner on a monthly basis, or asOwner may from time to time reasonably request and as may be specificallyrequired by the South Carolina state tax regulations for non-tax exempt items,and otherwise fully cooperate with Owner in connection with the reporting of(a) any Sales Taxes payable with respect to the Work and (b) any

 

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assessment, refund claim or proceeding relating toTaxes payable with respect to the Work. This may include a monthly assessment visit from the South Carolinastate tax department to review this information.  Contractor shall require its MajorSubcontractors to provide to Contractor all information and data Contractor mayreasonably request for purposes of complying with this Article andotherwise fully cooperate with Owner. Contractor shall retain, and shallrequire Major Subcontractors to retain, copies of such documentation and alldocumentation relating to purchases relating to the Work or the payment ofSales Taxes, if any, for a period of not less than [**].  Contractor shall ensure that its contractswith all Major Subcontractors effectuate the provision of thisSection 25.5.  Contractor’sobligations under this Section shall survive the termination, cancellationor expiration of this Agreement for any reason and shall last so long as isnecessary to resolve any and all matters regarding Taxes attributable to theWork.  This information is intendedsolely for the use of tax compliance.

 

**ARTICLE26 – TAXES**

 

26.1                           Employment Taxes. Contractor shall be responsible for payroll or employment compensationtaxes, Social Security taxes, or for labor-related withholding taxes forContractor and its Subcontractors or any of their employees (“EmploymentTaxes”).

 

26.2                           Sales and Use Taxes on Contractor Tools. Contractor shall pay the taxes on Contractor’s purchases of goods,tools, equipment, supplies and other consumables which are not permanentlyincorporated into the Facility and which remain the property ofContractor.  Contractor shall also paythe taxes attributable to Contractor’s Construction Equipment, temporarybuildings and other property used by Contractor in its performance of thisAgreement.  Allowance for such taxes isincluded in the Firm Price and Fixed Price, and Contractor shall pay thosetaxes when assessed, without claim against Owner for reimbursement for Workunder the Firm Price and Fixed Price, but shall be reimbursed for such chargesfor Work under the Target Price and for Work performed on a Time and MaterialsBasis.  Contractor shall impose a similarobligation on all Subcontractors and shall ensure that no Subcontractorproviding Firm Price or Fixed Price Work shall have any claim against Owner forreimbursement of those taxes.

 

26.3                           Sales and Use Tax on Equipment. Notwithstanding the above, the Firm Price, Fixed Price and Target Pricedoes not include monies for the payment of any sales and use taxes on Equipmentincorporated into the Facility. Contractor shall consult with Owner on Equipment purchases and work withOwner to obtain the most favorable sales and use tax benefits for Owner.

 

26.4                           State Property Taxes. Contractor and Owner agree that Owner shall be responsible for thefiling requirements and payment obligations for all state and local taxes onthe Site and the Equipment incorporated (and to be incorporated) into theFacility, provided that Contractor shall be responsible for the filing ofproperty tax returns and the payment of state and local property taxes onConstruction Equipment, tools and material which are not incorporated into theFacility and which are owned, used or leased by Contractor to perform the Work.

 

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26.5                           Tax Indemnification.

 

(a)                                  Except in cases where the imposition ofany Tax is the result of the negligence or willful or wanton misconduct byContractor, Owner shall defend, reimburse, indemnify and hold Contractorharmless for the costs and expenses (including any resulting Taxes, interestsand penalties) incurred by Contractor as a result of (i) Owner’s formalprotest to any Government Authority of any Employment Taxes or Sales Taxes paidor assessed or any property taxes paid or assessed by Government Authorities onthe Site or the Equipment, or any other similar Tax, whether local, state orfederal, including any litigation expenses in the event Owner decides toprotest any such Taxes or (ii) an audit or other investigation by anyGovernment Authority, including the defense and any resulting Tax liability inconnection therewith. Owner shall not be responsible for any costs incurred byContractor necessary to substantiate or verify information for any Tax auditconducted by any Government Authority in the normal course of business.

 

(b)                                 Except in cases where the imposition ofany Tax is the result of the negligence or willful or wanton misconduct byOwner, Contractor shall defend, reimburse, indemnify and hold Owner harmlessfor the costs and expenses (including any resulting Taxes) incurred by Owner asa result of (i) Contractor’s formal protest to any Government Authority ofany Employment Taxes, or any Sales Tax or any property tax paid or assessed byany Government Authority on Contractor’s Construction Equipment, tools andmaterials that are not incorporated into the Facility, or any other similarTax, whether local, state or federal, including any litigation expenses in theevent Contractor decides to protest any such Taxes or (ii) an audit orother investigation by any Government Authority, including the defense and anyresulting Tax liability in connection therewith. Contractor shall not beresponsible for any costs incurred by Owner necessary to substantiate or verifyinformation for any Tax audit or investigation conducted by any GovernmentAuthority in the normal course of business.

 

26.6                           Pollution Control Equipment Information. Contractor shall supply Owner with all reasonable information requestedby Owner for qualifying air, water or noise pollution control and otherequipment for exemption from sales and use taxes, property taxes and any othertax credits, refunds or exemptions available to Owner.  Owner shall supply Contractor with allreasonable information and cost analyses requested by Contractor for qualifyingair, water or noise pollution control equipment for exemption from sales anduse taxes, property taxes and any other credits, refunds or exemptionsavailable to Contractor.

 

26.7                           Non-resident Contractor. Contractor shall comply with Section 12-8-550 of the Code of Lawsof South Carolina (1976), as amended, which requires any nonresident contractorproviding labor in the State of South Carolina to register with the SouthCarolina Department of Revenue or Secretary of State to avoid the withholding oftwo percent (2%) of each payment made to the nonresident contractor.

 

**ARTICLE27 – DISPUTE RESOLUTION**

** **

27.1                           Claims.  A “Claim” isany claim, dispute or other controversy arising out of or relating to thisAgreement, including Change Disputes. Claims must be initiated by written notice.  The responsibility to substantiate Claimsshall rest with the Party making the Claim. The

 

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other Party shall provide reasonable cooperation in makingavailable non privileged information in its possession or control that isrelevant for purposes of substantiating the Claim.

 

27.2                           Change Dispute. A Party shall provide written notice to the other Party of any disputeor disagreement that such Party may have regarding a request for a Change or anotice of a Change given by either Party (“Change Dispute”), which notice shallcontain such Party’s position with respect to such Change Dispute (the “ChangeDispute Notice”).  Such Party shallprovide the Change Dispute Notice to the other Party no earlier than fifteen(15) Days after such Party (a) submitted a notice of Change without havingreceived either (i) a written response from the other Party or (ii) aresponse from the other Party regarding a notice of Change that isunsatisfactory to such Party or (b), in the case of Section 9.2,Contractor has received from Owner a request for a Change that Contractor doesnot believe conforms to the requirements of Section 9.2, or a disputeotherwise arises out of Section 9.2.

 

27.3                           Resolution by Negotiation.

 

(a)                                  As an express condition precedent tocommencement of any further proceedings with respect to a Claim (except as maybe provided under any applicable lien statute), the Party making such Claimshall notify the other Party’s Project Director in writing of such Claim.  The Contractor’s Project Director and theOwner’s Project Director shall meet within thirty (30) Days of receipt of thewritten notice of such Claim for the purpose of attempting to resolve theClaim.

 

(b)                                 If, after the Contractor’s ProjectDirector and the Owner’s Project Director meet, the Claim remains unresolved orif no such meeting takes place for any reason within such thirty (30) Dayperiod, then an executive vice president (or equivalent) of (i), in the case ofContractor, each Consortium Member (unless otherwise agreed by the ConsortiumMembers) and (ii), in the case of Owner, each of SCE&G and Santee Cooper(unless otherwise agreed by them) shall meet to attempt to resolve such Claim,as applicable, within fifteen (15) Days from the end of such thirty (30) Dayperiod.

 

(c)                                  If the Claim remains unresolved after thefifteen (15) Day period described in Section 27.3(b) and the Partieshave not mutually agreed in writing to mediate such Claim, then:

 

(i)                                     with respect to a Claim that exceeds theThreshold Amount, either Party shall have the right to proceed to litigation ofsuch Claim in a court of competent jurisdiction pursuant to Section 27.7;and

 

(ii)                                  with respect to a Claim that meets orfalls below the Threshold Amount, such Claim shall be resolved pursuant toSection 27.5.

 

(d)                                 The Parties agree to make a diligent,good faith attempt to resolve a Claim as expeditiously as reasonably possibleas provided in this Section 27.3.

 

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27.4         Mediation.

 

(a)           TheParties may mutually agree in writing to endeavor to resolve a Claim bymediation which, unless the Parties mutually agree otherwise, shall be inaccordance with the Construction Industry Mediation Procedures of the AAA ineffect at the time of the mediation.  Arequest for mediation shall be mutually filed in writing by the Parties withthe AAA.  If the mediation has notconcluded within sixty (60) Days after its commencement, then, as applicable:

 

(i)            withrespect to a Claim that exceeds the Threshold Amount, either Party shall havethe right to proceed to litigation of such Claim in a court of competentjurisdiction pursuant to Section 27.7; and

 

(ii)           withrespect to a Claim that meets or falls below the Threshold Amount, such Claimshall be resolved pursuant to Section 27.5.

 

(b)           TheParties shall share the mediator’s fee and any AAA filing fees equally.  The mediation shall be held in Charlotte,North Carolina, unless another location is mutually agreed upon. Agreementsreached in mediation shall be enforceable as settlement agreements pursuant to Section 27.7.

 

27.5         Arbitration of Claims Falling Belowthe Threshold Amount.

 

(a)           TheParties agree that any Claim meeting or falling below the Threshold Amount (“ArbitrableClaim”) that is not resolved pursuant to Section 27.3 or 27.4 shall besubmitted to final and binding arbitration for resolution pursuant to this Section 27.5and in accordance with the Construction Industry Arbitration Rules of theAAA in effect at the time of the arbitration, except as modified by this Section 27.5or otherwise agreed by the Parties.

 

(b)           Unlessthe Parties otherwise mutually agree in writing, the arbitral panel (“ArbitralPanel”) shall consist of three (3) people. Within ten (10) Days after the expiration of the fifteen (15) Dayperiod described in Section 27.3(b), eachParty shall give written notice of its selection of a person to serve as amember of the Arbitral Panel (“Member”), who shall have no less than ten (10) yearsof experience in the litigation of complex disputes including preferablyexperience in the power plant construction industry.  If a Party fails to notify the other Party ofthe selection of its Member within such fifteen (15) Day period, then suchMember shall be appointed by the AAA. Within thirty (30) Days after the selection of the Members of theArbitral Panel, the Members shall mutually agree in writing on their nominationof two (2) persons to serve as the chairman of the Arbitral Panel, whoshall be practicing attorneys validly licensed to practice law in ajurisdiction in the United States and/or retired judges, and who shall have noless than twenty (20) years of experience in the litigation of complex disputesincluding preferably experience in the power plant construction industry (the “Chairman”).  (References herein to “Member” shall includethe Chairman unless the context otherwise requires.)  The Members shall then select one of suchnominated persons to serve as the Chairman. In the event that the Members do not mutually agree on the person toserve as the Chairman within such thirty (30) Day period, each Member shallsubmit its nominated person to AAA, and the AAA shall decide the nominee toserve as the Chairman.

 

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(c)           It being imperative that all Members of the ArbitralPanel be neutral, act impartially, and be free from any conflict of interest,the Parties shall select such persons on the basis that the Members and theChairman shall:

 

(i)            have no interest financial or otherwise in either Partynor any financial interest in this Agreement except for payment of its fees andexpenses as provided herein;

 

(ii)           not previously have been employed as a consultant orotherwise by either Party, unless any such relationship has been disclosed inwriting and approved by the Parties;

 

(iii)          have disclosed in writing to the Parties and each otherMember and the Chairman as applicable, before being selected and to his or herbest knowledge and recollection, any professional or personal relationshipswith any director, officer or employee of either Party;

 

(iv)          not, for the duration of the Arbitral Panel, be employed asa consultant or otherwise by either Party, except as may be agreed in writingby the Parties, the other Members and the Chairman;

 

(v)           not give advice to either Party or its Personnelconcerning the conduct of this Agreement, other than in accordance with thisAgreement;

 

(vi)          not have any ex-parte communications with either Party atany time after their selection pursuant to Section 27.5(b);

 

(vii)         not, while a Member or Chairman, as applicable, enter intodiscussions or make any agreement with either Party regarding employment by anyof them, whether as a consultant or otherwise, after ceasing to act as a Memberor Chairman, as applicable; and

 

(viii)        treat the details of this Agreement and all the ArbitralPanel’s activities and hearings as private and confidential, and not publish ordisclose them without the prior written consent of the Parties.

 

(d)           EachParty shall be responsible for one-half of the fees and expenses of theArbitral Panel, unless the Arbitral Panel includes an award of fees andexpenses in the award.  Contractor shallnot include such fees and expenses in any amounts invoiced to Owner under thisAgreement.

 

(e)           EitherParty shall be entitled to have any third party join into any proceedingshereunder as a party thereto under this Section 27.5.  A Party may fully defend against anyproceedings hereunder, provided that a Party shall not be entitled to make acounterclaim against the other Party unless the counterclaim arises out of theoccurrence that is the subject of the pending Arbitrable Claim.

 

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(f)            TheArbitral Panel shall be governed by the provisions of this Agreement and thegoverning Law, and shall not be entitled to award any punitive, special,indirect, penal, incidental or consequential loss or damages.

 

(g)           TheParties shall promptly provide the Arbitral Panel with such additionalinformation and access to such facilities and Personnel as the Arbitral Panelmay require for purposes of resolving any submitted Arbitrable Claim.  The Arbitral Panel shall use reasonableefforts to resolve any submitted Arbitrable Claim as promptly as reasonablypracticable and in any event within sixty (60) Days of the appointment of theChairman of an Arbitral Panel where the amount in controversy is less than [**](per claim for monetary relief) or where a schedule dispute (per Contractorclaim for schedule relief) is less than thirty (30) Days, or within one hundredeighty (180) Days of the appointment of the Chairman of an Arbitral Panel (orsuch other number of Days as may be proposed by the Arbitral Panel and acceptedby both Parties (which acceptance shall not be unreasonably withheld)) wherethe amount in controversy is [**] (per claim for monetary relief) or more orwhere the schedule dispute (per Contractor claim for schedule relief) is thirty(30) Days or more.  Notwithstanding theforegoing, if the Parties mutually agree to a deadline extension or theChairman determines that it is not feasible to resolve the Arbitrable Claimwithin the above listed deadlines, then a deadline may be extended to provideadditional time to resolve such Arbitrable Claim; provided, that the durationof any such extension shall be set taking into account the agreed upon principlethat disputes are to be resolved as expeditiously as possible.  The Parties expressly agree that the ArbitralPanel shall have no power to consider or award any form of damages or remediesbarred by this Agreement.

 

(h)           Thedecision of the Arbitral Panel shall be issued in a writing that sets forth theArbitral Panel’s reasoned decision.  TheArbitral Panel shall not be entitled to deviate from the construct, proceduresor requirements of this Agreement. In the absence of bias, fraud, or willfulmisconduct by an arbitrator, any decision rendered by the Arbitral Panel in anyarbitration shall be final and binding upon the Parties under the United StatesArbitration Act 9 U.S.C. §§ 1 etseq., and judgment thereon maybe entered in the court described in Section 27.7.

 

27.6         Exclusive Resolution Procedures;Equitable Remedies.  The proceduresspecified in this Article shall be the sole and exclusive procedures forthe resolution of Claims (except for lien claims which are governed bystatute); provided, however, that, notwithstanding anything in this Article tothe contrary, a Party may file a complaint in the court described in Section 27.7to seek injunctive relief, sequestration, garnishment, attachment, or anappointment of a receiver.  Despite suchactions, the Parties shall continue to participate in good faith in and bebound by the dispute resolution procedures specified in this Article.

 

27.7         Consent to Jurisdiction.  The Parties agree to the exclusivejurisdiction of the United States District Court for the Southern District ofNew York or, if such court does not have jurisdiction of the matter, the courtsof the State of New York located in the City and County of New York, for anylegal proceedings that may be brought by a Party arising out of or in connectionwith this Agreement or forrecognition or enforcement of any judgment or settlement agreement.  By execution and delivery of this Agreement,each Party accepts, generally and

 

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unconditionally, the jurisdiction of the aforesaidcourt for legal proceedings arising out of or in connection with thisAgreement.  Each Party hereby waives anyright to stay or dismiss any action or proceeding under or in connection withthis Agreement brought before the foregoing court on the basis of forumnon-conveniens or improper venue.

 

27.8         Continuation of Work.  Pending the final resolution of any Claim,Contractor shall proceed diligently with the performance or provision of theWork and its other duties and obligations and Owner shall continue tocompensate Contractor as set forth under this Agreement without diminution ofeffort; provided that Contractor is being compensated for the Work pursuant tothe terms of this Agreement, including but not limited to the provisions of Article 8and provided that the Parties agree that such duties and obligations can besafely and prudently performed.

 

**ARTICLE28 — NOTICES**

** **

All notices, communications, and approvals required orpermitted to be given hereunder shall be in writing and shall be valid andsufficient if delivered in person or dispatched by certified mail (returnreceipt requested), postage prepaid, in any post office in the United States orby any national overnight express mail services (return receipt requested), andaddressed as follows:

 

If to Owner:

 

South Carolina Electric &Gas Company

Attn: President

Mail Code 190

Columbia, SC 29218

Telephone No.:803-217-8097 

Facsimile No.:803-217-9336

 

South Carolina PublicService Authority

Attn: Chief OperatingOfficer (M602)

One Riverwood Drive

P.O. Box 2946101

Moncks Corner, SC29461-6101

Telephone No.:843-761-4087

Facsimile No.:843-761-7037

 

With a copy to:

 

South Carolina Electric &Gas Company

Attn: General Counsel

Mail Code 190

Columbia, SC 29218

Telephone No.:803-217-8634 

Facsimile No.:803-217-9336

 

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South Carolina PublicService Authority

Attn: General Counsel(M603)

One Riverwood Drive

P.O. Box 2946101

Moncks Corner, SC29461-6101

Telephone No.:843-761-7007

Facsimile No.:843-761-7037

 

If to Westinghouse:

 

Westinghouse ElectricCompany, LLC

Attn:  Daniel Lipman

4350 Northern Pike

Monroeville, PA 15146

Telephone No.: (412)374-6920

Facsimile No.: (412)374-6677

 

With a copy to:

 

Westinghouse ElectricCompany, LLC

Attn:  General Counsel

4350 Northern Pike

Monroeville, PA 15146

Telephone No.: (412)374-6177

Facsimile No.: (412)374-6122

 

If to Stone & Webster:

 

Stone & Webster, Inc.

Attn:  Ed Hubner

3 Executive Campus

Cherry Hill, NJ 08002

Telephone No.: (856)482-4178

Facsimile No.: (856)482-3155

 

with a copy to:

 

Stone & Webster, Inc.

Attn:  E.K. Jenkins

E&C Division Counsel

100 Technology CenterDrive

Stoughton, MA 02072

Facsimile No.: (617)589-1322

 

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or to such other address, attention or facsimilenumber as such Party to whom such notice is to be addressed shall havehereafter furnished to the other Party in writing as provided in this Article.

 

Notwithstanding the foregoing, any routinecorrespondence (as further defined in the Project Execution Plan) shall be sentto the appropriate project management and personnel that may be agreed upon bythe Parties. Copies of such routine correspondence shall not be routed to thepersons listed above.

 

**ARTICLE29 — ASSIGNMENT**

 

Neither Party shall assign this Agreement in whole orin part without the prior written consent of the other Party.  If any assignment by any Party of thisAgreement or any right, interest or obligation therein requires the consent of,or notice to, any Government Authority, including the NRC, then such Partyshall not effect such assignment without such consent of, or notice to, suchGovernment Authority.

 

**ARTICLE30 — WAIVER**

 

The failure of either Party to enforce at any time anyof the provisions of this Agreement shall not be construed as a waiver of suchprovision nor shall not in any way affect the validity of this Agreement or theright of either Party to enforce each and every provision.

 

**ARTICLE31 — MODIFICATION**

 

No waiver, modification, or amendment of any of theprovisions of this Agreement shall be binding unless it is in writing andsigned by duly authorized representatives of both Parties.

 

**ARTICLE32 — SURVIVAL**

 

The Parties agree that the provisions of Article 15— Indemnity, Article 17 — Limitation of Liability, Article 19 —Proprietary Data, Article 27 — Dispute Resolution, Section 22.2(e) —[**], and Section 25.4 —Right to Audit, this Article and any otherterms and conditions of this Agreement that are expressly stated to survive orlimiting the liability of Contractor shall survive termination, cancellation orexpiration of this Agreement. Any liability and insurance protections affordeda Party hereunder shall apply during the Work and thereafter, and shall survivetermination, cancellation or expiration of this Agreement, subject to timelimitations provided for in this Agreement.

 

**ARTICLE33 — TRANSFER**

 

Prior to the removal of any Equipment furnished hereunderfrom the Facility, except temporarily for repair or permanently for disposal,Owner shall provide Contractor with written assurances from the transferee oflimitation of and protection against liability following the proposed removalor transfer at least equivalent to that afforded Contractor and ContractorInterests under the provisions of this Agreement. Removal or transfer contraryto the provisions of this Article shall, in addition to any other legal orequitable rights of Contractor, make Owner the indemnitor

 

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of Contractor and Contractor Interests against anyliabilities incurred by Contractor and Contractor Interests in excess of thosethat would have been incurred had no such transfer taken place.

 

**ARTICLE34 — GOVERNING LAW; WAIVER OF JURY TRIAL; CERTAIN FEDERAL LAWS**

** **

34.1         Governing Law.  The validity, construction, and performanceof this Agreement shall be governed by and interpreted in accordance with thelaws of the State of New York, without giving effect to the principles thereofrelating to conflicts of laws except Section 5-1401 of the New YorkGeneral Obligations Law; provided, however, that nothing in this Agreementshall seek to alter the rights, responsibilities and limitations applicable toSantee Cooper under the laws of the State of South Carolina.

 

34.2         Waiver of Jury Trial.  EACH PARTY HEREBY IRREVOCABLY WAIVES ALLRIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASEDON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT.

 

34.3         Certain Federal Laws.  In the performance of Work under thisAgreement, Contractor and its Subcontractors shall comply with applicable Law,including provisions of Executive Order 11246, as amended, relating to equalopportunity and nonsegregated facilities, the Fair Labor Standards Act of 1933,the Occupational Safety and Health Act of 1970, and the requirements of therules, regulations, orders, bulletins and interpretations of the NRC, and withthe Laws as set forth in Exhibit S, to the extent applicable toContractor or Subcontractors. Contractor further agrees to comply with, andagrees to require Subcontractors that are subject to such requirements tocomply with, Owner’s Government Contracting Programs requirements as specifiedin 13 CFR 125, 48 CFR 52.219-8, and 48 CFR 52.219-9.

 

**ARTICLE35 — RELATIONSHIP OF OWNER AND CONTRACTOR**

 

Contractor is an independent contractor and nothingcontained herein shall be construed as creating (i) any relationshipbetween Owner and Contractor other than that of owner and independentcontractor, (ii) any relationship whatsoever between Owner and Contractor’semployees or Subcontractors or (iii) a fiduciary relationship betweenContractor and Owner.  NeitherContractor, nor any of its employees, are or shall be deemed to be employees ofOwner.

 

**ARTICLE36 — THIRD PARTY BENEFICIARIES**

 

Except as expressly set forth in this Agreement, theprovisions of this Agreement are intended for the sole benefit of Owner andContractor and each Consortium Member, and the Parties do not intend to createany other third party beneficiaries or otherwise create privity of contractwith any other Person.

 

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**ARTICLE37 — REPRESENTATIONS AND WARRANTIES**

** **

37.1         Representations and Warranties ofContractor.  Each Consortium Memberhereby represents and warrants to Owner as follows:

 

(a)           DueOrganization of Consortium Member.

 

(i)            Stone &Webster represents and warrants that it is duly organized, validly existing andin good standing under the laws of the State of Louisiana and has the requisitepower and authority to own and operate its business and properties and to carryon its business as such business is now being conducted and is duly qualifiedto do business in the State of South Carolina and in any other jurisdiction inwhich the transaction of its business makes such qualification necessary.

 

(ii)           Westinghouserepresents and warrants that it is duly organized, validly existing and in goodstanding under the laws of the State of Delaware and has the requisite powerand authority to own and operate its business and properties and to carry onits business as such business is now being conducted and is duly qualified todo business in the State of South Carolina and in any other jurisdiction inwhich the transaction of its business makes such qualification necessary.

 

(b)           DueAuthorization of Consortium Member; Binding Obligation.  Consortium Member has full power andauthority to execute and deliver this Agreement and to perform its obligationshereunder, and the execution, delivery and performance of this Agreement byConsortium Member has been duly authorized by the necessary action on the part ofsuch Consortium Member; this Agreement has been duly executed and delivered bysuch Consortium Member and is the valid and binding obligation of suchConsortium Member enforceable in accordance with its terms.

 

(c)           Non-Contravention.  The execution, delivery and performance ofthis Agreement by Consortium Member and the consummation of the transactionscontemplated hereby do not and shall not contravene any applicable Law or theorganizational documents of such Consortium Member and do not and shall not conflictwith or result in a breach of or default under any indenture, mortgage, lease,agreement, instrument, judgment, decree, order or ruling to which suchConsortium Member is a party or by which it or any of its properties is boundor affected.

 

(d)           ConsortiumAgreement. The Consortium Members have entered into an agreement settingforth their consortium arrangements for the performance of this Agreement andtheir sharing of liabilities with respect thereto.

 

37.2         Representations and Warranties ofSCE&G and Santee Cooper.  Each ofSCE&G and Santee Cooper hereby represents, warrants and covenants toContractor as follows:

 

(a)           DueOrganization of Owner.  It is dulyorganized, validly existing and in good standing under the laws of the State ofSouth Carolina and has the requisite power and authority to own and operate itsbusiness and properties and to carry on its business as such

 

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business is now beingconducted and is duly qualified to do business in State of South Carolina andin any other jurisdiction in which the transaction of its business makes suchqualification necessary.

 

(b)           DueAuthorization of Owner; Binding Obligation. Its execution, delivery and performance of this Agreement has been dulyand effectively authorized by the requisite action on the part of its governingboard.  This Agreement constitutes itslegal, valid and binding obligations, enforceable against it in accordance withits terms, except as limited by applicable bankruptcy, insolvency,reorganization, moratorium or other Laws affecting the rights of creditorsgenerally and by general principles of equity.

 

(c)           Non-Contravention.  Its execution, delivery and performance ofthis Agreement and the consummation of the transactions contemplated hereby donot and shall not contravene any applicable Law or organizational documents ordo not and shall not conflict with or result in a breach of or default underany indenture, mortgage, lease, agreement, instrument, judgment, decree, orderor ruling to which it is a party or by which it or any of its properties isbound or affected.

 

On the Effective Date, Santee Cooper shall provide aletter to Contractor making each of the representations set forth in this Section 37.2on its own behalf as well as a representation that Santee Cooper has appointedSCE&G as its agent pursuant to the Limited Agency Agreement, which isattached hereto Exhibit V, for all purposes under this Agreement,with the power and authority to bind Santee Cooper to its obligations herein,subject to the limitations specifically set forth in the Limited AgencyAgreement.  In such letter, Santee Coopershall also agree to notify Contractor promptly in writing if there is anychange in the limits of SCE&G’s authority set forth in such Limited AgencyAgreement.

 

**ARTICLE38 — MISCELLANEOUS PROVISIONS**

 

38.1         Rights Exclusive.  The rights and remedies of Owner orContractor as set forth in this Agreement shall be the exclusive rights orremedies of the Parties. The limitations of liability, waivers, indemnities,extension of insurances and other liability protection provided herein for thebenefit of Contractor shall also apply for the benefit of Contractor Interestsand shall apply irrespective of the basis of such claim, whether arising atcontract (including breach warranty, indemnity, etc.), tort or otherwise, andregardless of fault, negligence or strict liability.

 

38.2         Severability.  If any provision of this Agreement or theapplication of this Agreement to any Person or circumstance shall to any extentbe held invalid or unenforceable by a court of competent jurisdiction orarbitrator under Article 27, then (i) the remainder of this Agreementand the application of that provision to Persons or circumstances other thanthose as to which it is specifically held invalid or unenforceable shall not beaffected, and every remaining provision of this Agreement shall be valid andbinding to the fullest extent permitted by Laws, and (ii) a suitable andequitable provision shall be substituted for such invalid or unenforceableprovision in order to carry out, so far as may be valid and enforceable, theintent and purpose of such invalid or unenforceable provision.

 

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38.3         Entire Agreement.  This Agreement contains the entire agreementand understanding between the parties as to the subject matter of thisAgreement, and merges and supersedes all prior agreements, commitments,representations, writings and discussions between them other than the ExistingConfidentiality Agreement, which shall remain in effect for the purposes setforth in Section 19.2(c)(i). Neither of the Parties shall be bound by anyprior obligations, conditions, warranties, or representations with respect tothe subject matter of this Agreement.

 

38.4         Counterparts.  This Agreement may be executed in two or morecounterparts, each of which shall be deemed an original, but all of whichtogether shall constitute one and the same instrument.

 

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**INWITNESS WHEREOF**,the Parties have duly executed this Agreement as of the date first abovewritten.

 

 
| SOUTH CAROLINA ELECTRIC & GAS COMPANY,                      |                     |                              |
|----------------------------------------------------------------------|--------------------------|-----------------------------------|
| for itself and as agent for South Carolina Public  Service Authority |                     |                              |
| By:                                                                  | /s/ William B. Timmerman |                              |   |
| Name:                                                                | William B. Timmerman     |                              |   |
| Title:                                                               | President and CEO        |                              |   |
|                                                                 |                     |                              |
|                                                                 |                     |                              |
| STONE & WEBSTER, INC.                                       |                     | WESTINGHOUSE ELECTRIC COMPANY LLC |
|                                                                 |                     |                              |
|                                                                 |                     |                              |
| By:                                                                  | /s/ David P. Barry       |                              | By: | /s/ Aris Candris |
| Name:                                                                | David P. Barry           |                              | Name: | Aris Candris |
| Title:                                                               | Executive Vice President |                              | Title: | Senior Vice President |

 

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**EXHIBIT A**

**Scope of Work / Supply**

**And Division of Responsibility**

 

Capitalizedterms used herein and not otherwise defined herein have the meanings assignedto such terms in the Agreement to which this Exhibit A is appended.

 

**A.1          Phase I**

** **

PhaseI of the Work will consist of [**].  TheWork in Phase I will also include the project initiation activities necessaryto execute the entire Scope of Work and the project activities necessary priorto Full Notice to Proceed.  Phase I willinclude any construction mobilization, Site preparation and development, andother activities authorized by Owner prior to Full Notice to Proceed.  As such, Contractor’s organization will beestablished as the project develops and will grow as necessary to execute thePhase I activities for a smooth transition into Phase II following Full Noticeto Proceed.

 

Theactivity descriptions associated with Phase I are provided below.  The initial functional project staffing forPhase I of the Work will be a subset of the project organization provided in Exhibit B.  Through Phase I the organization will grow asrequired to be fully staffed at Full Notice to Proceed.

 

A.1.1       Project Management and Administration

 

Theproject management Work scope includes the management of all ongoing activitiesduring the Phase I effort and to facilitate the transition for performance ofthe Work to Full Notice to Proceed. Phase I of the Work includes:

 

·                  Project management andoverall guidance and direction of all Work;

·                  Preparation of the projectspecific Quality Assurance Program and project specific procedures to implementthe Agreement;

·                  Preparation of theintegrated Project Schedule and monitoring of task plans, for the Scope ofWork;

·                  [**]

·                  [**]

·                  Coordination of theInformation Management System (as defined in A.1.3.) interface and documentcontrol activities;

·                  Primary Owner interfacebetween Westinghouse and Stone & Webster;

·                  Monthly consolidated(Contractor) project status reports;

·                  Monthly status reviewmeetings;

 

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·                  Project controls;

·                  Contract administration; and

·                  Administrative and clericalsupport for project activities.

 

Contractor’sProject Director will provide oversight of all project activities.  Stone & Webster will be performingSite specific activities including development of Site specific inputs to theProject Schedule, preliminary and detailed engineering, preliminary design tointegrate and convert Site temporary facilities during construction topermanent facilities, and Site geotechnical review to assess design andconstruction.  Construction planningactivities will be conducted for Site transportation and logistics, and Siteexcavation.

 

Anintegrated Project Schedule will be used to coordinate activities andinterfaces during the engineering, procurement and constructionactivities.  The project organizationwill develop a Level 1 master procurement and construction schedule inconsultation with Owner. The Project Schedule will state the engineeringschedule required to support the procurement and construction schedule.

 

Acore project management team will be established for developing andadministering controls and processes for the AP1000 Nuclear Power Plant(herein, the “AP1000” or “AP1000 Plant”) engineering, procurement andconstruction.  The team will be builtduring Phase I.  The project organizationis shown in Exhibit B.  Utilizingthis core team for support, a dedicated individual referred to as Contractor’sProject Director will execute the project activities to complete Site specificengineering, perform initial procurement and prepare the Site for construction.

 

A.1.2                    Supply ChainManagement

 

Contractorwill provide services pertaining to early procurement activities necessary forsupport of the Project Schedule.  Longlead items will be identified and ordered in advance of the Full Notice toProceed, to properly support the Project Schedule.  Project personnel will be assigned to ensurethe supply of the key and critical plant equipment will accommodate theschedule requirements.  These persons maybe shared resources with other projects.

 

Theearly procurement activities will include, but not be limited to, the followingEquipment:

 

1.                                       [**];

2.                                       [**];

3.                                       [**];

4.                                       [**];

5.                                       [**];

6.                                       [**];

 

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7.                                       [**];

8.                                       [**];

9.                                       [**]; and

10.                                 [**].

 

Inaddition to the procurement activities for the Equipment identified above, theother equipment that is required for the AP1000 will need to be evaluated forwhat is required, when it is needed in the schedule, and where it is needed.

 

Supplychain management will provide the following services:

 

·                  Identify theexisting suppliers comprising the supply base.

·                  [**]

·                  [**]

·                  [**]

·                  Identifyprocurement items that are required to support agreed upon schedule and developa supply plan linked to the schedule.

·                  Evaluatesupplier bids, terms and conditions negotiated, and purchase orders executed insupport of long lead procurement.

·                  [**]

·                  Requestengineering to assist or evaluate requirements from Equipment suppliers duringfabrication as needed.

·                  [**]

·                  [**]

·                  Conduct initialkick-off meetings with selected suppliers to assure all requirements areunderstood and suppliers are ready to implement appropriately.

·                  Participate inperiodic supplier meetings with long lead material sub-suppliers to assurerequirements are understood and are being implemented consistent with orderrequirements.

·                  Providefrequent follow-up and communications with suppliers to ensure progressconsistent with plan and schedule.

·                  Identify supplyissues and execute timely corrective action when required.

·                  Provide supplystatus to the project team.

·                  Plan andcoordinate logistics and transportation for delivery to the Site.

 

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Engineering

 

Insupport of supply chain management, the following engineering services will beprovided:

 

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

 

QualityAssurance

 

Insupport of supply chain management, the following quality engineering serviceswill be provided:

 

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

 

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·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

 

A.1.3                              Information ManagementSystem

 

Aninformation management system (“Information Management System”) will bedeveloped to store AP1000 information related to the Facility.  This system will provide the following:

 

·                  [**]

·                  [**]

·                  [**]

·                  [**]

 

A.1.4                              Module Management

 

Amodule management plan will document the detailed work to be accomplished goingforward to ensure the efficient completion of module planning, procurement,delivery, storage, Site assembly, outfitting and installation.  A list of structural modules and mechanicalmodules for the AP1000 Plant will be defined.

 

Theintegrated schedule will be reviewed to examine the complete schedule logic foreach individual module associated with the AP1000 Plant.  A backward-pass through the schedule will beperformed “starting” with the module installation date. Working backward, thelogic and durations will be examined and independently confirmed to the currentdesign status.  A priority will beestablished for the modules based upon:

 

·                  Early installation in theplant.

·                  High degree of complexity(e.g., containing multiple types of Equipment or commodities).

·                  Modules that contain longlead Equipment.

·                  Modules that are assembledon Site from sub-assemblies.

 

Modulefabrication planning will be conducted with selected suppliers determined topossess the requisite technical expertise, facilities, quality and commercialcapabilities to assist in the design of modules and to supply modules for theAP1000.  Following this

 

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planning,the procurement, fabrication, delivery and on Site construction activities willbe defined in the Project Schedule.

 

A.1.5                              Site Specific Scope

 

PhaseI of the Work includes Site specific (non-NuStart) design and Site developmentactivities prior to AP1000 construction. The Site specific activities willinclude development of the Project Schedule, preliminary and detailedengineering, scheduling, preliminary design to integrate and convert Sitetemporary facilities during construction to permanent facilities, and Sitegeotechnical review to assess design and construction. Construction planningactivities will be conducted for Site transportation and logistics, and Siteexcavation.  Mobilization of constructionand Site preparation and development activities will be performed as necessaryto meet schedule.

 

A.1.5.1                     Preliminary Site SpecificEngineering

 

Thepreliminary Site specific engineering includes the engineering required todefine layout, quantities, sizes and costs for the Site and Owner-specific aspectsof the design.  [**]  This work is to include:

 

·                  Evaluation of the Site orreview of existing evaluations for development of design criteria for Sitespecific systems, structures and components including those that containundergrounds (circ water, fire loop, underground duct banks, storm drains,waste water, potable water, tanks with underground piping, sanitary sewage,cathodic protection);

·                  Preparation of conceptualdesigns;

·                  Development of dimensionedlayout drawings and preliminary foundation cross-sections;

·                  System and component sizingcalculations which support conceptual designs;

·                  Key Equipment and componentspecifications for conceptual designs;

·                  Preparation of P&ID’swhich support conceptual designs;

·                  Preparation of preliminarystructural drawing information to define structural commodities;

·                  Preparation of preliminarypiping drawings for large bore piping for quantity assessments;

·                  Electrical one-line drawingsfor conceptual designs;

·                  Control logics;

·                  Preparation of bid packages forkey components;

·                  Bid evaluations and vendorselection for most key components; and

·                  Review of vendor designpackages.

 

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A.1.5.2                     Detailed Site SpecificEngineering

 

Thedetailed Site specific engineering includes that portion of the Site specificengineering that is required to be complete to support the start ofpre-construction and construction activities. This work is to include:

 

·                  Completion of Sitepreparation plans, Site layout and initial Site grubbing/ gradingplans/excavation;

·                  Completion of engineeringfor underground systems and other systems required to support construction;

·                  Completion of engineering tosupport module development based on the module and procurement lead times;

·                  Completion of engineeringfor Equipment and commodities to support procurement of long lead time itemsneeded to support installation schedule requirements;

·                  Site heavy haul loadevaluations, engineering of haul foundations, hardstands for cranes, moduleerection pad foundations;

·                  Site infrastructure designincluding all roads(Parr road, construction access road, Facility access road,discharge structure road, switchyard road, Hwy 213 intersection warehousereceiving road, etc), rail, construction water, construction fire protectionand construction power; and

·                  Development ofspecifications and procurement of systems and commodities to supportconstruction: underground commodities for undergrounds; water treatmentfacilities, batch plant; temporary electrical power design and components andother items identified in the construction execution plan.

 

A.1.5.3                     AP1000 Envelope Evaluation

 

Thescope of this package is to perform an assessment of Site specific parametersand to identify any work scope impacts associated with siting the standarddesign and establishing the design criteria for the Site specific design. Thiswork to include the assessment of:

 

·                  Site meteorologicalparameters;

·                  [**]

·                  Site soil and rockproperties;

·                  Site groundwater conditions;

·                  Water supply properties;

·                  State and local Laws andrequired Government Approvals;

·                  Impacts of nearbyfacilities/utilities;

·                  Site flood history; and

·                  Soil stabilizationtechniques.

 

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A.1.5.4                     Site Geotechnical Review - Design Assessment

 

Thescope of this package is to perform an assessment of the Site specific geotechnicalparameters based on data collected by Owner and Contractor.  The impacts on the standard design and thedesign criteria for the Site specific design will be defined. This work shallinclude:

 

·                  Assessment of Site soil androck properties, including dynamic properties and load bearing capacities;

·                  [**]

·                  Assessment of Sitegroundwater conditions: design bases for hydrostatic pressure and dewatering ofexcavations;

·                  Assessment of the adequacy ofexisting information and identification of any additional information; and

·                  Development of relatedconstruction requirements, guidelines, and plans.

 

A.1.5.5                     Regional InfrastructureAssessment

 

Thescope is to perform an assessment of the infrastructure required to support theconstruction of an AP1000 Nuclear Power Plant and to define the impacts onconstruction, modularization and the ability to transport fabrications to theSite. This work shall include:

 

·                  Railroad access;

 

·                  Highway road access;

 

·                  Available utilities(water/sewage/ power);

 

·                  Medical facilities;

 

·                  Fire fighting facilities;

 

·                  Available housing;

 

·                  Schools;

 

·                  Financial facilities;

 

·                  Regional communications;

 

·                  Local governments; and

 

·                  News outlets.

 

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A.1.5.6                     Project Specific Equipment & Material Logistics Deployment Model(including Transportation and Logistics Plan)

 

Thescope of this activity identifies attributes to be evaluated and develops plansfor the transportation of heavy equipment and modules. Input for this taskincludes the results of the evaluations performed as part of the regionalassessment. This task defines the following:

 

·                  Module / large componentsshipping routes;

·                  Highway capability(material/module shipments);

·                  Waterway / bargeavailability (material/module shipments);

·                  Bridge capacities(material/module shipments);

·                  Overhead electrical(shipping routes);

·                  Heavy haulers / cranes; and

·                  Railroad capabilities.

 

A.1.5.7                     Site Specific Procurement Plan

 

Thescope of work for this area will include the investigation and development ofSite specific changes to the specifications for the Standard Plant needed toreflect Site specific and Owner requirements for the purchase of Equipment andcommodities and to tailor procedures to reflect these requirements. This workshall include:

 

·                  Site description;

·                  Site transportationinformation;

·                  Owner specific contractrequirements;

·                  Site security restrictions;

·                  Site access restrictions;

·                  Site prohibitions;

·                  Special environmentalrequirements; and

·                  Special state and localLaws.

 

A.1.5.8                     Local Labor Survey

 

Thescope of this survey is to perform an assessment of craft availability andtraining requirement needed to support the construction of the AP1000 NuclearPower Plant.

 

Evaluatecraft availability (all crafts)

 

·                  Dedicate a staffing team tofocus on nuclear talent;

·                  Establish initial resourceprofile by discipline;

·                  [**]; and

·                  [**].

 

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Evaluate Crafttraining/qualifications

 

·                  [**];

·                  [**];

·                  [**]; and

·                  [**]

·                  [**].

·                  [**]

·                  [**].

·                  [**].

 

A.1.5.9                     Local Subcontractor Evaluations & Agreements

 

Thework under this task identifies specific needs as related to Subcontractorrequirements.

 

·                  Prefabrication

·                  Modularization

·                  Area and specialtycontractors (e.g., painting, HVAC, fire protection)

·                  Emergency health care

·                  Consumable tools/materials

 

SpecificSubcontractors will be identified. Evaluations of their capabilities will beperformed and contracts will be negotiated with selected contractors.

 

A.1.5.10               Environmental Management Plan

 

Thescope of this package is to perform an assessment of the Site specificenvironmental information and data collected by Owner and define the impacts onthe standard design and the design criteria for the Site specific design. Thiswork to include:

 

·                  Water run-off;

·                  Erosion and SedimentationControl;

·                  Plant and animal data andprotection requirements;

·                  Wetlands requirements;

·                  Existing potential hazardousmaterials;

·                  State and local regulations;

·                  Any other potential itemsthat could impact design or construction.

 

Basedon this assessment, requirements would be developed for the designers andconstruction team to use in the work. These requirements would be incorporatedinto the appropriate project procedures and used for the preparation of anyGovernment Approvals.

 

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A.1.5.11               Early Procurement/Vendor Commitments

 

Thework under this task includes the procurement support for turbine island andSite specific and selected key components and commodities to support designdevelopment and plant integrated schedule. This includes:

 

·                  Vendor identification;

·                  Performance of  needed surveys and reviews;

·                  Preparation of bid packages;

·                  Solicitation of bids;

·                  Bid evaluation and award;

·                  Vendor qualification andaudit; and

·                  Negotiation and contractplacement.

 

A.1.5.12     Level2+ Site Specific Schedule

 

Thisscope includes the development of the schedule for Site specific engineering,procurement and construction activities and the integration of these activitiesinto the standard AP1000 schedule to yield the definite Project Schedule.

 

A.1.5.13    ProjectSpecific Construction Execution Plan (including construction scheduleenhancement initiatives - commitments; sustained installation plan)

 

Thisactivity includes the development of an integrated Site specific constructionschedule.

 

·                  Integrate Site specificrequirements into standard construction schedule (i.e., excavation, backfillplan, yard layout, etc.)

 

A.1.5.14     ProjectOrganization and Structure-DOR Roles and Responsibilities

 

Thisactivity includes the development of the Site and Owner specific Work scope,including identification of the necessary division of responsibility betweenOwner and Contractor and the interfaces for Contractor to a level of detailthat is sufficient to serve as the bases for the Phase I Scope of Work as wellas the Work plan for Phase II.

 

A.1.5.15     Sitetemporary facilities integration with permanent conversion (Design, Estimating,Procurement)

 

Thescope of this package is to identify the needs for temporary structures /facilities for a standard AP1000 construction site. This work shall include:

 

·                  Engineering facilities;

·                  Management facilities;

·                  Craft facilities;

 

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·                  Safety facilities;

·                  Construction tool rooms;

·                  Construction material warehouses;

·                  Construction equipment storage andmaintenance facilities;

·                  Module laydown areas;

·                  Mechanical /electrical fabrication shop;

·                  Warehouses.

·                  Civil shop

·                  Repair shop (truck, equipment, fueling)

·                  Craft training facilities

·                  Water treatment facilities (temporaryand  permanent as applicable)

·                  Construction waste disposal facilities

 

A.1.5.16               **Excavation plans(including tie-back walls, Mechanically Stabilized Earth (MSE) walls) and yardearly construction before NI and TI as well as existing facilities**

 

Thescope of this package is to perform an assessment of the Site specific soilconditions and address any existing or new underground facilities existing thathave potential impacts on the standard design. This work shall include:

 

·                  Soil stabilization process;

·                  Waterproofing process/technique;

·                  Engineering for 100% of the undergroundfacilities;

·                  Locating existing underground facilities;

·                  Plan for the installation of new undergroundfacilities;

·                  Plan for completing the excavation andinstalling utilities prior to start of construction;

·                  Investigate and plan for existing rock, i.e.,blasting, removal and disposal; and

·                  As built documentation and location of allinstalled underground facilities

 

A.1.5.17               Mockup and practice modules (typical for each category)

 

Thisactivity includes the implementation of the following aspects of themodularization plan.

 

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

 

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A.1.5.18               Plan for the Initial Test Program

 

DuringPhase I, Owner and Contractor will develop a detailed plan for the performanceof Preoperational and Startup Tests. This plan will include the minimum number of Owner and Contractorpersonnel needed for the performance of this testing to support the ProjectSchedule.  The Initial Test Program isdescribed in Section 3 of this Exhibit A.

 

A.1.5.19               Site Preparation and Development Activities

 

Preparework packages and perform initial Site preparation and development activitiesin accordance with schedule and as allowed prior to Full Notice to Proceedincluding:

 

·                  Railroadmodifications;

·                  Roadmodifications;

·                  Clearing,grubbing and grading;

·                  Erosion andsediment control;

·                  Core boringsfor buildings, road and railway work;

·                  Site surveying;

·                  Providingconstruction power;

·                  Providingconstruction fire protection;

·                  Providingelectrical and mechanical underground systems;

·                  Preparing Sitefor heavy lift cranes;

·                  Relocation ofalternate power source and fiber optics lines for the existing V. C. SummerPlant;

·                  Removal anddisposal of abandoned utilities off Site;

·                  Relocation oflines for the construction transformer;

·                  Removal anddisposal of abandoned fencing and gates off Site:

·                  Removal anddisposal of concrete blocks off Site:

·                  Constructionsecurity infrastructure

·                  Excavation andbackfill

·                  Selection andpreparation of spoils areas

·                  Batch plant

·                  Common fill andbackfill storage locations; and

·                  Water treatmentto support construction

 

A.1.6       COLSupporl and Other Requested Services

 

Services in support of the COL (non-NuStart), or otherservices that may be required in Phase I, will be on an as-needed basis, as specificallyrequested by Owner, and will be provided [**].

 

A.1.7       Phase IDeliverables

 

Listed below are the deliverables for Phase I:

 

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A.    ProjectManagement

 

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

 

B.             ProcurementActivities

 

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

 

C.    Site Specific Activities

 

·                  [**];

·                  [**];

·                  [**];

·                  [**];

·                  [**];

·                  [**];

·                  [**];

·                  [**];

·                  [**];

·                  [**];

·                  [**];

·                  [**];

·                  [**];

·                  [**];

 

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·                  [**];

·                  [**];

·                  [**];

·                  [**];

·                  [**];

·                  [**];

·                  [**];

·                  [**];

·                  [**]; and

·                  [**].

 

**A.2          PhaseII**

** **

Contractor will supply [**] AP1000 Nuclear Power Plant Unitsto be located at the Site, except for those items listed in Table 1 as Owner’sResponsibility and Nuclear Fuel, which will be provided by Owner.

 

The Standard Plant description is provided in the AP1000Design Control Document.  The StandardPlant will include Units as described in Revision 16 of the Design ControlDocument , including Technical Report 134, “AP1000 DCD Impacts toSupport COLA Standardization,” APP-GW-GLR-134.  Revision 4 and the Design Change Packages approved for implementationas of the Effective Date.  Interfaceswith existing Site facilities and systems are shown in Figure 1, SitePlan.  Contractor’s scope includesdesign, engineering, procurement, installation, and testing necessary toprovide the AP1000 Nuclear Power Plant structures and systems described.  Contractor’s scope of services with divisionof responsibilities between Owner and Contractor is provided in Table 1.

 

Documentation to be provided by the Contractor to the Owneras developed for the Facility is listed in Table 2.

 

In accordance with the requirements of Section 3.6(f) ofthe Agreement, during the implementation of Phase II, Mandatory Spare Partswill be identified in Table 3.

 

[**]

* *

**1.0 Plant Description**

 

Contractor will provide each AP1000 Nuclear Power Plantutilizing the NRC Certified AP1000 Design. A comprehensive description is provided in the Design Control

 

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Document, which was the basis of the submittal to the NRCunder the provisions of 10 CFR Part 52.

 

The AP1000 Nuclear Power Plants meet applicable safetyrequirements and goals defined for advanced light water pressurized waterreactors with passive safety features and provides for a greatly simplifiedplant with respect to design, licensing, construction, operation, inspectionand maintenance.

 

[**]

 

**2.0 Plant Arrangement**

** **

The plant arrangement will be comprised of five principalbuilding structures; the nuclear island, the turbine building, the annexbuilding, the diesel generator building, and the radwaste building.

 

Details of the AP1000 Site Plan and Building Arrangement areillustrated in the attached Design Control Document (DCD) Figure 1.2-2.

 

The functional allocation of system components contained inthe buildings is identified in the attached DCD Figure 1.2-3.

 

**SITE SPECIFIC SYSTEMS**

** **

Thesystems that are specific to the V C Summer site are the Circulating WaterSystem, Storm Drain System, Potable Water System, Raw Water System, SanitaryDrainage System, Waste Water System and the Yard Fire System. In addition,portions of the Electrical Grounding and Lightning Protection System and theElectrical Site Power Distribution System are specific to the V C Summer site.

 

The referenceplant main cooling tower-circulating water pump complex consists of a naturaldraft cooling tower, a pump basin, and circulating water pumps. The coolingtower for the Owner’s Site will be an induction draft.

 

**CirculatingWater System (CWS)** — CWS supplies cooling water to the main condenser,turbine building closed cooling water system (TCS) heat exchangers, condenservacuum pump seal water (CMS) heat exchangers and rejects the waste heat to theatmosphere through cooling towers. [**]

 

**RawWater System (RWS)** — RWS provides raw water from site sources to CWS.The RWS system contains [**] and the intake pumps.

 

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**StormDrain System (DRS)** - The Storm Drain System (DRS) keeps the AP1000power block facilities and the site specific facilities free from localizedflooding during a storm. The DRS system [**].

 

**PotableWater System (PWS)** — PWS furnishes water for domestic use and humanconsumption. The PWS system [**].

 

**SanitaryDrainage System (SDS)** — SDS collects sanitary waste from Site restrooms and building drains and transports it to treatment and discharge.  During construction this system will tie intoa temporary sanitary treatment facility until the permanent facility isconstructed.  Construction city will havea separate sanitary treatment facility. The SDS system [**].

 

**WasteWater System (WWS)** - WWS collects non-radioactive plant process wasteeffluents (excluding sanitary and storm drains), provides appropriate means oftreating waste effluents, oil separation and discharges treated waste effluent.The WWS system [**].

 

**YardFire System (YFS)** - The Yard Fire System (YFS) detects and suppressesfires outside the Standard Plant during plant construction and operation.  The YFS consists of water distributionsystems, automatic and manual suppression systems, fire detection and alarmsystem, and portable fire extinguishers. The YFS system [**].

 

**ElectricalSite Power Distribution System (ESPDS)** — ESPDS provides theelectrical power for all construction (temporary power) and retail (permanentand temporary) loads for the Units.

 

**Groundingand Lightning Protection System (EGS)** — The grounding andlightning protection system provides personnel safety and investment protectionby maintaining safe voltages across the station during high voltage transients,providing a low impedance ground fault current return path, minimizing noiseinterference and minimizing the effects of lighting surges.

 

**Transmission Switchyard** - A switchyardwill be used to transmit electrical power output from the AP1000 units to theSouth Carolina Electric and Gas (SCE&G) and Santee Cooper 230kVtransmission systems. The switchyard will also be used as a power source forplant auxiliaries when the units are in the startup or shutdown modes, or whenthe units are not generating. The switchyard is constructed in a 10 bay,breaker-and-half arrangement.  The switchyard connection to the AP1000units is made through additional 230kV circuit breakers provided at the highside connections of the main step up transformers and reserve auxiliarytransformers.

 

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**PERMANENT BUILDINGS AND STRUCTURES**

 

Thesebuildings and structures are a part of the permanent Facility but are outsidethe footprint of the AP1000 Standard Plant.

 

PermanentPlant Buildings and Structures include:

 

·                  Maintenance Support Service Building

·                  Personnel Access Point Building

·                  Permanent Warehouse

·                  Raw Water Intake Structure

·                  230 kV Switchyard Control Building

·                  Circulating Water System Switchgear and MCCBuildings

·                  Circulating Water System Pump Structures

·                  Cooling Tower Foundations

·                  Blowdown Sump

·                  RWS Switchgear and MCC Building

·                  Waste Water Discharge Structure

·                  Lampson Crane Pads

 

**2.4 Security Infrastructure**

 

The security infrastructure associated with the AP1000 Plantincludes the security system (SES) for the design and hardware inside theStandard Plant and the access portals, equipment and barriers to control accessto the Protected Area.  The ProtectedArea access and barriers will be designed and constructed to include:

 

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

 

A detailed description of the Site security infrastructurewill be provided in Phase 1.

 

**3.0          Test Program**

 

The overall objective of the test program is to demonstratethat the plant has been constructed as designed, that the systems performconsistent with the plant design, and

 

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that activities culminating in operation at full licensedpower including initial fuel load, initial criticality, and power ascension areperformed in a controlled and safe manner.

 

The plant test program consists of a series of testscategorized as Construction and Installation Tests, Preoperational Tests,Startup Tests and Performance Test.  Thetest program is described in the Agreement.

 

Plant operating, emergency, and surveillance procedures areincorporated into the initial test program procedures. These procedures areverified through use, to the extent practicable, during the Preoperational Testprogram and revised if necessary, prior to fuel loading.

 

Equipment used in the performance of Preoperational Tests isoperated in accordance with appropriate operating procedures, thereby givingOwner’s operating staff an opportunity to gain experience in using theseprocedures and demonstrating their adequacy prior to plant initial criticality.

 

Where applicable, Preoperational Tests may proceed on anindividual system that has completed its Construction and Installation Test,prior to completion of all Construction and Installation Tests.

 

**3.1          StartupAdministrative Manual**

** **

[**] for a manual (“Startup Administrative Manual”)**andadministrative procedures that provide detailed requirements and govern theexecution of activities associated with the conduct of the test program,including the organization, structure and functional relationships of the JointTest Working Group and the startup organization.  Preparation of the Startup AdministrativeManual is [**].  The StartupAdministrative Manual will address the following:

 

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

 

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·                  [**]

·                  [**]

·                  [**]

 

[**] for review and evaluation of individual test results aswell as final review of overall test results and for review of selectedMilestones [**] within the test phases. Test exceptions or results which do notmeet acceptance criteria are identified to the affected and responsible design organizations,and corrective actions and retests, as required, are performed.

 

**3.2          Organization**

 

The specific staff, staff responsibilities,authorities, and personnel qualifications for performance of the AP1000 initialtest program are the responsibility of the Owner. This test organization isresponsible for the [**] Unit initial testing and related activities that occurbetween the completion of plant/system/component construction and commencementof Unit commercial operation. Transfer and retention of experience andknowledge gained during initial testing for the subsequent commercial operationof the Unit is an objective of the test program.

 

Contractor’s personnel providing testing services, TechnicalSupport and/or field support shall work with the Owner’s operating organizationin the test organization (hereinafter referred to as the “Joint Test WorkingGroup”).  [**]  The Joint Test Working Group will review andevaluate Construction and Installation Test, Preoperational Test and StartupTest results and test Turnover packages and recommend acceptance of theTurnover to the Owner.

 

The Joint Test Working Group shall be responsible forensuring that preoperational and startup activities are performed correctly andcompletely in accordance with the COL requirements.

 

The Joint Test Working Group shall provide to Owner apreoperational and startup schedule. This detailed schedule shall incorporate a logical sequence of testingformulated on modular construction and testing of structures, areas, equipment,components, and systems.  The scheduleshall also be prepared to account for use of temporary construction power asneeded to support operations and testing if permanent

 

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power is not available, as well as the use of a temporarydemineralizer to facilitate flushing of piping systems if the permanent plantdemineralizer is not available.  The testschedule shall support Contractor’s overall construction schedule for the Unit.

 

A Preoperational Test group (“Preoperational Test Group”)will be established by the Joint Test Working Group and be manned by theContractor and Owner personnel as mutually agreed by Owner and Contractor.  The Preoperational Test Group will consist ofengineering test leads and test personnel. The Preoperational Test Group will perform the following functions andscope of work, as necessary to support the test program:

 

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

 

A Startup Test group (“Startup Test Group”) will beestablished by the Joint Test Working Group and be initially manned byContractor and Owner personnel as mutually agreed by Owner and Contractor.  The Startup Test Group will consist ofengineering test leads and test personnel. The Startup Test Group will perform the following functions and scope ofwork, as necessary to support the test program:

 

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

 

A test support group (“Test Support Group”) will beestablished by the Joint Test Working Group and be manned by Contractor andOwner personnel as mutually agreed by Owner and Contractor.  The Test Support Group will consist ofmanpower and labor as needed to support all testing activities.

 

The Joint Test Working Group, while coordinating the testprogram will interface with Owner’s operations personnel in the initialstarting and operation of the various systems.

 

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**Responsibilities**

** **

**3.3.1       Joint Test WorkingGroup Activities**

** **

In general, the main activities of the Joint Test WorkingGroup during Preoperational Tests and Startup Tests shall include, but not belimited to, the following:

 

1.                                       [**]

 

2.                                       [**]

 

3.                                       [**]

 

4.                                       [**]

 

5.                                       [**]

 

6.                                       [**]

 

7.                                       [**]

 

8.                                       [**]

 

9.                                       [**]

 

10.                                 [**]

 

11.                                 [**]

 

12.                                 [**]

 

13.                                 [**]

 

14.                                 [**]

 

15.                                 [**]

 

16.                                 [**]

 

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**3.3.2       Responsibilities ofOwner**

 

Owner’s responsibilities include,but are not limited to:

 

1.                                       [**]

 

2.                                       [**]

 

3.                                       [**]

 

4.                                       [**]

 

5.                                       [**]

 

6.                                       [**]

 

7.                                       [**]

 

**3.3.3                    General**

 

If deviations or unresolved issues are encountered duringtesting, Contractor and Owner shall immediately proceed to identify theproblems and their causes.  Contractorshall then develop and take necessary corrective actions to resolve deviationsand unresolved issues covered under Contractor’s Scope of Work.  Owner shall then develop and take necessarycorrective actions to resolve deviations and unresolved issues not coveredunder Contractor’s Scope of Work or resulting from an operating or maintenanceissue.  Contractor or Owner shall performthese actions in a timely manner to maintain the startup schedule.  Contractor’s liability in resolving andcorrecting the deviations and/or unresolved issues shall be subject to theprovisions of the Agreement.

 

[**]

 

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**3.4          Lists of Documentsand Procedures for Preoperational and Startup Operations**

** **

Contractor shall submit to Owner the description ofdocuments used for tests and a detailed list of test documents as required inthe Startup Administrative Manual procedures. The Joint Test Working Group shall prepare test programs, procedures,and documentation suitably adapted to Site specific conditions.  After the test, the test report shall beprepared by the Joint Test Working Group and submitted to Owner.

 

## **3.5**                               Qualification Requirements of Personnel for Preoperational and StartupTesting

## ** **

Personnelengaged in Preoperational Test and Startup Test activities shall be suitablyqualified and experienced for the level of responsibility and importance tosafety of their work.

 

**3.6****                              ****ContractorsCraft and Maintenance Support during Preoperationaland Startup Testing activities**

** **

Contractor will supply craft and maintenance supportpersonnel to assist the Joint Test Working Group and Owner’s maintenanceorganization on a Time and Materials Basis. The Contractor craft and maintenance support personnel necessary will bedefined in the detailed plans for Construction and Installation Tests, PreoperationalTests, and Startup Tests.

 

**4.0 Scope of Supply**

 

Table 1 details the responsibilities between the Owner (O) andContractor (X) for providing the Site infrastructure, temporaryfacilities, buildings/ structures, plant systems, major equipment, modules andcomponents which comprises each AP1000 Nuclear Power Plant. Each building isdetailed as to its physical composition. The functional Equipment, componentsand commodities that comprise each system are highlighted. The table alsodepicts those program responsibilities for design, temporary facilities,program management, construction, testing, startup and commissioning of eachfacility.  The items listed in Table 1define the base scope of supply for the Agreement.  Changes due to Supplier design maturity orSupplier initiated Design Change Packages (DCPs) may be made without impact tothe Owner.  Changes driven by the Ownerare subject to Change Order.

 

In Table 1, the following definitions of column headings andletter symbols apply:

 

“O” means the Owner and its representatives.

 

“X” means the Contractor.

 

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“Design Criteria” are the functional requirements and datarequired for the basic engineering of Site works, buildings, structures,modules systems or equipment.

 

“Detail Design” means the engineering analyses, calculationsand detail design drawings and specifications in accordance with the “designcriteria” for the supply, erection and construction of Site works, buildings,structures, modules, systems or equipment.

 

“Eq/Comp/Com Supply” means the procurement and supply ofnecessary material, components and equipment specified for Site works,buildings, structures, modules and systems.

 

“Install /Construct” means the erection, installation orconstruction of all mechanical and electrical equipment and systems and thecompletion of all temporary works, civil works including finishes andarchitectural treatments.

 

“Establish Requirements” specifies the party responsible foridentifying and establishing the necessary activities that must be completedand provided.

 

“Provide For” establishes the party responsible forexecuting the scope including cost accountability and performanceresponsibility.

 

Where two organizations are shown for a specific task, theorganization (O/X or X/O) first listed has lead responsibility and the secondhas responsibility to support.

 

[**]

 

[**]

 

In accordance with the Project Execution Plan, the method ofproviding [**] will be mutually agreed upon during Phase 1.  Pricing will include a line item for theexpected disposition of the [**] during or in closeout of the project.  Contractor and Owner will mutually agree uponthe disposition of the [**], once their purpose has been met.

 

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**EXHIBIT A – TABLE 1**

**SCOPE OF WORK / SUPPLY**

**AND DIVISION OF RESPONSIBILITY**

 

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**EXHIBIT A-TABLE 1 SCOPE of WORK/SUPPLY AND DIVISION OFRESPONSIBILITIES**

 
| **PROJECT SERVICES**                                    | **ESTABLISH  REQUIREMENTS** | **PROVIDE FOR** |
|---------------------------------------------------------|-----------------------------|-----------------|
| Project  Management                                     | [**]                        | [**]            |
| Engineering &  Design (Non NuStart)            | [**]                        | [**]            |
| Construction  Management                                | [**]                        | [**]            |
| Site  Engineering                                       | [**]                        | [**]            |
| Nuclear  Safety/Licensing (post NuStart)                | [**]                        | [**]            |
| [**]                                                    | [**]                        | [**]            |
| [**]                                                    | [**]                        | [**]            |
| [**]                                                    | [**]                        | [**]            |
| [**]                                                    | [**]                        | [**]            |
| [**]                                                    | [**]                        | [**]            |
| [**]                                                    | [**]                        | [**]            |
| [**]                                                    | [**]                        | [**]            |
| [**]                                                    | [**]                        | [**]            |
| [**]                                                    | [**]                        | [**]            |
| [**]                                                    | [**]                        | [**]            |
| [**]                                                    | [**]                        | [**]            |
| [**]                                                    | [**]                        | [**]            |
| [**]                                                    | [**]                        | [**]            |
| [**]                                                    | [**]                        | [**]            |
| COLA  and Licensing Support (T&M basis as required) | [**]                        | [**]            |

 
| **ENGINEERED PROGRAMS** | **Design  Criteria** | **Program  Development** | **Program  Implementation** |
|-------------------------|----------------------|--------------------------|-----------------------------|
| [**]                    | [**]                 | [**]                     | [**]                        |
| [**]                    | [**]                 | [**]                     | [**]                        |
| [**]                    | [**]                 | [**]                     | [**]                        |
| [**]                    | [**]                 | [**]                     | [**]                        |
| [**]                    | [**]                 | [**]                     | [**]                        |

 

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|-------------------|------------------------------------------------------------------------------|

 
| **ENGINEERED PROGRAMS** | **Design  Criteria** | **Program  Development** | **Program  Implementation** |
|-------------------------|----------------------|--------------------------|-----------------------------|
| [**]                    | [**]                 | [**]                     | [**]                        |
| [**]                    | [**]                 | [**]                     | [**]                        |
| [**]                    | [**]                 | [**]                     | [**]                        |
| [**]                    | [**]                 | [**]                     | [**]                        |
| [**]                    | [**]                 | [**]                     | [**]                        |

 
| **SERVICES**                 | **Design  Criteria** | **Program  Development** | **Program  Implementation** |
|------------------------------|----------------------|--------------------------|-----------------------------|
| [**]                         | [**]                 | [**]                     | [**]                        |
| [**]                         | [**]                 | [**]                     | [**]                        |
| [**]                         | [**]                 | [**]                     | [**]                        |
| [**]                         | [**]                 | [**]                     | [**]                        |
| Site  Material Control       | [**]                 | [**]                     | [**]                        |
| Operator  and Staff Training | [**]                 | [**]                     | [**]                        |

 
| **OTHER SCOPE**                                           | **ESTABLISH  REQUIREMENTS** | **PROVIDE  FOR** |
|-----------------------------------------------------------|-----------------------------|------------------|
| Spare  Parts (to be defined in accordance with Agreement) | [**]                        | [**]             |
| Shop  and Maintenance Equipment (Table 4)                 | [**]                        | [**]             |
| COLA  and Licensing Support (T&M Basis as required)   | [**]                        | [**]             |
| Consumables  First Fill                                   | [**]                        | [**]             |

 
| **INSURANCE**                     | **ESTABLISH  REQUIREMENTS** | **PROVIDE  FOR** |
|-----------------------------------|-----------------------------|------------------|
| Per  Agreement Articles 15 and 16 | [**]                        | [**]             |

 

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| **TESTING, STARTUP & COMMISSIONING**                                       | **ESTABLISH  REQUIREMENTS** | **PROVIDE  FOR** |
|-------------------------------------------------------------------------------------|-----------------------------|------------------|
| AP1000  Startup Program Development and Technical Direction of Initial Test Program | [**]                        | [**]             |
| Simulator  hardware                                                                 | [**]                        | [**]             |
| O &  M Training                                                            | [**]                        | [**]             |
| Test  Equipment                                                                     | [**]                        | [**]             |
| Construction  (Functional) Testing                                                  | [**]                        | [**]             |
| Preoperational  Testing                                                             | [**]                        | [**]             |
| Startup  (Functional) Tests                                                         | [**]                        | [**]             |
| Maintenance  following System Turnover                                              | [**]                        | [**]             |
| Pre-  Service Inspection (ASME Section XI)                                     | [**]                        | [**]             |
| Core  Loading                                                                       | [**]                        | [**]             |
| Initial  Criticality                                                                | [**]                        | [**]             |
| Performance  Tests                                                                  | [**]                        | [**]             |
| In-Service  Inspection                                                              | [**]                        | [**]             |
| Test  Reports                                                                       | [**]                        | [**]             |
| Testing  and Operating Procedures                                                   | [**]                        | [**]             |
| Special  Tools, Laboratory, Calibration & Test Equipment                   | [**]                        | [**]             |

 
| **GENERAL & ADMINISTRATIVE** | **ESTABLISH  REQUIREMENTS** | **PROVIDE  FOR** |
|---------------------------------------|-----------------------------|------------------|
| [**]                                  | [**]                        | [**]             |
| [**]                                  | [**]                        | [**]             |
| [**]                                  | [**]                        | [**]             |
| [**]                                  | [**]                        | [**]             |
| [**]                                  | [**]                        | [**]             |
| [**]                                  | [**]                        | [**]             |
| [**]                                  | [**]                        | [**]             |
| [**]                                  | [**]                        | [**]             |
| [**]                                  | [**]                        | [**]             |

 

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|-------------------|------------------------------------------------------------------------------|

 
| **GENERAL & ADMINISTRATIVE** | **ESTABLISH  REQUIREMENTS** | **PROVIDE  FOR** |
|---------------------------------------|-----------------------------|------------------|
| [**]                                  | [**]                        | [**]             |
| [**]                                  | [**]                        | [**]             |

 
| **CONSTRUCTION SERVICES** | **ESTABLISH  REQUIREMENTS** | **PROVIDE FOR** |
|---------------------------|-----------------------------|-----------------|
| [**]                      | [**]                        | [**]            |
| [**]                      | [**]                        | [**]            |
| [**]                      | [**]                        | [**]            |
| [**]                      | [**]                        | [**]            |
| [**]                      | [**]                        | [**]            |
| [**]                      | [**]                        | [**]            |
| [**]                      | [**]                        | [**]            |
| [**]                      | [**]                        | [**]            |
| [**]                      | [**]                        | [**]            |
| [**]                      | [**]                        | [**]            |
| [**]                      | [**]                        | [**]            |
| [**]                      | [**]                        | [**]            |
| [**]                      | [**]                        | [**]            |
| [**]                      | [**]                        | [**]            |
| [**]                      | [**]                        | [**]            |
| [**]                      | [**]                        | [**]            |
| [**]                      | [**]                        | [**]            |
| [**]                      | [**]                        | [**]            |
| [**]                      | [**]                        | [**]            |
| [**]                      | [**]                        | [**]            |
| [**]                      | [**]                        | [**]            |

 

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| **CONSTRUCTION SERVICES** | ** ** | **ESTABLISH  REQUIREMENTS** | **PROVIDE FOR** |
|---------------------------|------------|-----------------------------|-----------------|
| [**]                      |       | [**]                        | [**]            |
| [**]                      |       | [**]                        | [**]            |
| [**]                      |       | [**]                        | [**]            |
| [**]                      |       | [**]                        | [**]            |
| [**]                      |       | [**]                        | [**]            |
| [**]                      |       | [**]                        | [**]            |
| [**]                      |       | [**]                        | [**]            |
| [**]                      |       | [**]                        | [**]            |
| [**]                      |       | [**]                        | [**]            |
| [**]                      |       | [**]                        | [**]            |
| [**]                      |       | [**]                        | [**]            |
| [**]                      |       | [**]                        | [**]            |

 

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| **DESCRIPTION**                             | ** ** | **SINGLE- POINT RESPONSIBILITY** | ** **         |
|---------------------------------------------|------------|--------------------------------------------|--------------------|
| ** **                                  | ** ** | **Design  Criteria**                       | **Detail  Design** | **EQ/Comp  Com. Supply** | **Install  Construct** |
| **SITE INFRASTRUCTURE**                     |       |                                       |               |   |   |
|                                        |       |                                       |               |   |   |
| **SITE DEVELOPMENT & PREPARATION** |       |                                       |               |   |   |
| [**]                                        |       | [**]                                       | [**]               | [**] |   |
| [**]                                        |       | [**]                                       | [**]               | [**] |   |
| [**]                                        |       | [**]                                       | [**]               | [**] | [**] |
| [**]                                        |       | [**]                                       | [**]               | [**] | [**] |
| [**]                                        |       | [**]                                       | [**]               |   |   |
| [**]                                        |       | [**]                                       | [**]               | [**] | [**] |
| [**]                                        |       | [**]                                       | [**]               | [**] | [**] |
| [**]                                        |       | [**]                                       | [**]               | [**] | [**] |
| [**]                                        |       | [**]                                       | [**]               | [**] | [**] |
| [**]                                        |       | [**]                                       | [**]               | [**] | [**] |
| [**]                                        |       | [**]                                       | [**]               | [**] | [**] |
| [**]                                        |       | [**]                                       | [**]               | [**] | [**] |
| [**]                                        |       | [**]                                       | [**]               | [**] | [**] |
| [**]                                        |       | [**]                                       | [**]               | [**] | [**] |
| [**]                                        |       | [**]                                       | [**]               | [**] | [**] |
| [**]                                        |       | [**]                                       | [**]               | [**] | [**] |
| [**]                                        |       | [**]                                       | [**]               | [**] | [**] |
| [**]                                        |       | [**]                                       | [**]               | [**] | [**] |
| [**]                                        |       | [**]                                       | [**]               | [**] | [**] |
| [**]                                        |       | [**]                                       | [**]               | [**] | [**] |
| [**]                                        |       | [**]                                       | [**]               | [**] | [**] |
| [**]                                        |       | [**]                                       |               |   |   |
| [**]                                        |       | [**]                                       | [**]               | [**] | [**] |

 

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|-------------------|------------------------------------------------------------------------------|

 
| **DESCRIPTION**                                    | ** ** | **SINGLE- POINT RESPONSIBILITY** | ** **         |
|----------------------------------------------------|------------|----------------------------------|--------------------|
| ** **                                         | ** ** | **Design  Criteria**             | **Detail  Design** | **EQ/Comp  Com. Supply** | **Install  Construct** |
| [**]                                               |       | [**]                             | [**]               | [**] | [**] |
| [**]                                               |       | [**]                             | [**]               | [**] | [**] |
| [**]                                               |       | [**]                             | [**]               | [**] | [**] |
| [**]                                               |       | [**]                             | [**]               | [**] | [**] |
|                                               |       |                             |               |   |   |
| **ROADS**                                          |       |                             |               |   |   |
| [**]                                               |       | [**]                             | [**]               | [**] | [**] |
| [**]                                               |       | [**]                             | [**]               | [**] | [**] |
| [**]                                               |       | [**]                             | [**]               | [**] | [**] |
| [**]                                               |       | [**]                             | [**]               | [**] | [**] |
| [**]                                               |       | [**]                             | [**]               | [**] | [**] |
|                                               |       |                             |               |   |   |
| **RAILROAD**                                       |       |                             |               |   |   |
| [**]                                               |       | [**]                             | [**]               | [**] | [**] |
| [**]                                               |       | [**]                             | [**]               | [**] | [**] |
| [**]                                               |       | [**]                             | [**]               | [**] | [**] |
| [**]                                               |       | [**]                             | [**]               | [**] | [**] |
|                                               |       |                             |               |   |   |
| **RAW, POTABLE & FIRE SUPPRESSION WATER** |       |                             |               |   |   |
| [**]                                               |       | [**]                             | [**]               | [**] | [**] |
| [**]                                               |       | [**]                             | [**]               | [**] | [**] |
| [**]                                               |       | [**]                             | [**]               | [**] | [**] |
| [**]                                               |       | [**]                             | [**]               | [**] | [**] |
| [**]                                               |       | [**]                             | [**]               | [**] | [**] |
|                                               |       |                             |               |   |   |
| **PERMANENT PLANT FACILITIES**                     |       |                             |               |   |   |
| [**]                                               |       | [**]                             | [**]               | [**] | [**] |
| [**]                                               |       | [**]                             | [**]               | [**] | [**] |
| [**]                                               |       | [**]                             | [**]               | [**] | [**] |
| [**]                                               |       | [**]                             | [**]               | [**] | [**] |

 

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|-------------------|------------------------------------------------------------------------------|

 
| **DESCRIPTION** | ** ** | **SINGLE- POINT RESPONSIBILITY** | ** **         |
|-----------------|------------|----------------------------------|--------------------|
| ** **      | ** ** | **Design  Criteria**             | **Detail  Design** | **EQ/Comp  Com. Supply** | **Install  Construct** |
| [**]            |       | [**]                             | [**]               | [**] | [**] |
| [**]            |       | [**]                             | [**]               | [**] | [**] |
| [**]            |       | [**]                             | [**]               | [**] | [**] |
| [**]            |       | [**]                             | [**]               | [**] | [**] |
| [**]            |       | [**]                             | [**]               | [**] | [**] |
| [**]            |       | [**]                             | [**]               | [**] | [**] |
| [**]            |       | [**]                             | [**]               | [**] | [**] |
| [**]            |       | [**]                             | [**]               | [**] | [**] |
| [**]            |       | [**]                             | [**]               | [**] | [**] |
| [**]            |       | [**]                             | [**]               | [**] | [**] |
| [**]            |       | [**]                             | [**]               | [**] | [**] |
| [**]            |       | [**]                             | [**]               | [**] | [**] |
| [**]            |       | [**]                             | [**]               | [**] | [**] |
| [**]            |       | [**]                             | [**]               | [**] | [**] |
| [**]            |       | [**]                             | [**]               | [**] | [**] |
| [**]            |       | [**]                             | [**]               | [**] | [**] |
| [**]            |       | [**]                             | [**]               | [**] | [**] |
| [**]            |       | [**]                             | [**]               | [**] | [**] |
| [**]            |       | [**]                             | [**]               | [**] | [**] |
| [**]            |       | [**]                             | [**]               | [**] | [**] |
| [**]            |       | [**]                             | [**]               | [**] | [**] |
| [**]            |       | [**]                             | [**]               | [**] | [**] |
| [**]            |       | [**]                             | [**]               | [**] | [**] |
| [**]            |       | [**]                             | [**]               | [**] | [**] |

 

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|-------------------|------------------------------------------------------------------------------|

 
| **DESCRIPTION** | ** ** | **SINGLE- POINT RESPONSIBILITY** | ** **         |
|-----------------|------------|----------------------------------|--------------------|
| ** **      | ** ** | **Design  Criteria**             | **Detail  Design** | **EQ/Comp  Com. Supply** | **Install  Construct** |
| [**]            |       | [**]                             | [**]               | [**] | [**] |
| [**]            |       | [**]                             | [**]               | [**] | [**] |
| [**]            |       | [**]                             | [**]               | [**] | [**] |
| [**]            |       | [**]                             | [**]               | [**] | [**] |
| [**]            |       | [**]                             | [**]               | [**] | [**] |
| [**]            |       | [**]                             | [**]               | [**] | [**] |
| [**]            |       | [**]                             | [**]               | [**] | [**] |

 
| **WORK  BREAKDOWN** | ** ** | **DESCRIPTION**                                                   | ** ** | **SINGLE-  POINT RESPONSIBILITY** | ** **         | ** **                |
|---------------------|------------|-------------------------------------------------------------------|------------|-----------------------------------|--------------------|---------------------------|
| ** **          | ** ** | ** **                                                        | ** ** | **Design  Criteria**              | **Detail  Design** | **EQ/Comp  Com.  Supply** | **Install  Construct** | **Scope** | **DOR** |
|                | ** ** | **BUILDINGS &  STRUCTURES**                              |       |                              |               |                      |   |   |   |
| **1100**            | ** ** | **Shield  Building, complete structure & finishes**      |       | [**]                              | [**]               | [**]                      | [**] | [**] |   |
|                | ** ** | **Containment,  complete structure & finishes**          |       | [**]                              | [**]               | [**]                      | [**] | [**] |   |
|                |       |                                                              |       |                              |               |                      |   |   |   |
| **1200**            | ** ** | **Auxiliary  Building, complete structure & finishes**        |       | [**]                              | [**]               | [**]                      | [**] | [**] |   |
|                |       |                                                              |       |                              |               |                      |   |   |   |
| **2000**            | ** ** | **Turbine  Building, complete structure & finishes**          |       | [**]                              | [**]               | [**]                      | [**] | [**] |   |
|                |       |                                                              |       |                              |               |                      |   |   |   |
| **4000**            | ** ** | **Annex  Building, complete structure & finishes**            |       | [**]                              | [**]               | [**]                      | [**] | [**] |   |
|                |       |                                                              |       |                              |               |                      |   |   |   |
| **5000**            | ** ** | **Radwaste  Building, complete structure & finishes**         |       | [**]                              | [**]               | [**]                      | [**] | [**] |   |
|                |       |                                                              |       |                              |               |                      |   |   |   |
| **6000**            | ** ** | **Diesel  Generator Building, complete structure & finishes** |       | [**]                              | [**]               | [**]                      | [**] | [**] |   |

 

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|-------------------|------------------------------------------------------------------------------|

 
| **WORK  BREAKDOWN** | **DESCRIPTION**                                            | ** ** | **SINGLE- POINT RESPONSIBILITY** | ** **         | ** **                |
|---------------------|------------------------------------------------------------|------------|--------------------------------------------|--------------------|---------------------------|
| ** **          | ** **                                                 | ** ** | **Design  Criteria**                       | **Detail  Design** | **EQ/Comp  Com.  Supply** | **Install  Construct** | **Scope** | **DOR** |
|                |                                                       |       |                                       |               |                      |   |   |   |
| ** **          | **SYSTEMS,  EQUIPMENT, COMPONENTS & COMMODITIES** |       |                                       |               |                      |   |   |   |
|                |                                                       |       |                                       |               |                      |   |   |   |
| **ASS**             | **Auxiliary  Steam Supply System**                         |       | [**]                                       | [**]               | [**]                      | [**] | [**] |   |
|                |                                                       |       |                                       |               |                      |   |   |   |
| **BDS**             | **Steam  Generator Blowdown**                              |       | [**]                                       | [**]               | [**]                      | [**] | [**] |   |
| ** **          | ** **                                                 |       |                                       |               |                      |   |   |   |
| **CCS**             | **Component  Cooling Water System**                        |       | [**]                                       | [**]               | [**]                      | [**] | [**] |   |
| ** **          | ** **                                                 |       |                                       |               |                      |   |   |   |
| **CAS**             | **Compressed  Air System**                                 |       | [**]                                       | [**]               | [**]                      | [**] | [**] |   |
| ** **          | ** **                                                 |       |                                       |               |                      |   |   |   |
| **CDS**             | **Condensate  System**                                     |       | [**]                                       | [**]               | [**]                      | [**] | [**] |   |
| ** **          | ** **                                                 |       |                                       |               |                      |   |   |   |
| **CES**             | **Condenser  Tube Cleaning System**                        |       | [**]                                       | [**]               | [**]                      | [**] | [**] |   |
| ** **          | ** **                                                 |       |                                       |               |                      |   |   |   |
| **CFS**             | **Turbine  Island Chemical Feed System**                   |       | [**]                                       | [**]               | [**]                      | [**] | [**] |   |
| ** **          | ** **                                                 |       |                                       |               |                      |   |   |   |
| **CMS**             | **Condenser  Air Removal System**                          |       | [**]                                       | [**]               | [**]                      | [**] | [**] |   |
| ** **          | ** **                                                 |       |                                       |               |                      |   |   |   |
| **CNS**             | **Containment  System**                                    |       | [**]                                       | [**]               | [**]                      | [**] | [**] |   |
| ** **          | ** **                                                 |       |                                       |               |                      |   |   |   |
| **CPS**             | **Condensate  Polishing System**                           |       | [**]                                       | [**]               | [**]                      | [**] | [**] |   |
| ** **          | ** **                                                 |       |                                       |               |                      |   |   |   |
| **CVS**             | **Chemical &  Volume Control System**             |       | [**]                                       | [**]               | [**]                      | [**] | [**] |   |
| ** **          | ** **                                                 |       |                                       |               |                      |   |   |   |
| **CWS**             | **Circulating  Water System**                              |       | [**]                                       | [**]               | [**]                      | [**] | [**] |   |
| ** **          | ** **                                                 |       |                                       |               |                      |   |   |   |
| **DAS**             | **Diverse  Actuation System**                              |       | [**]                                       | [**]               | [**]                      | [**] | [**] |   |

 

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|-------------------|------------------------------------------------------------------------------|

 
| **WORK  BREAKDOWN** | **DESCRIPTION**                                              | **SINGLE-  POINT RESPONSIBILITY** |
|---------------------|--------------------------------------------------------------|-----------------------------------|
| ** **          |                                                         | **Design  Criteria**              | **Detail  Design** | **EQ/Comp  Com.  Supply** | **Install  Construct** | **Scope** | **DOR** |
| **DDS**             | **Data  Display & Processing System**               | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          |                                                         |                              |   |   |   |   |   |
| **DOS**             | **Standby  Diesel Fuel System**                              | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          |                                                         |                              |   |   |   |   |   |
| **DRS**             | **Storm  Drain System**                                      | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          |                                                         |                              |   |   |   |   |   |
| **DTS**             | **Dematerialized  Water Treatment System**                   | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          |                                                         |                              |   |   |   |   |   |
| **DWS**             | **Dematerialized  Water Transfer & Storage System** | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          |                                                         |                              |   |   |   |   |   |
| **ECS**             | **Main  AC Power plant electrical system**                   | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          |                                                         |                              |   |   |   |   |   |
| **EDS**             | **Non  Class 1E DC & UPS System**              | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          |                                                         |                              |   |   |   |   |   |
| **EFS**             | **Communications  System, plant wide**                       | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          |                                                         |                              |   |   |   |   |   |
| **EGS**             | **Grounding &  Lightning Protection System**        | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          |                                                         |                              |   |   |   |   |   |
| **EHS**             | **Special  Process Heat Tracing System**                     | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          |                                                         |                              |   |   |   |   |   |
| **ELS**             | **Plant  Lighting System**                                   | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          |                                                         |                              |   |   |   |   |   |
| **EQS**             | **Cathodic  Protection System**                              | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          |                                                         |                              |   |   |   |   |   |
| **FHS**             | **Fuel  Handling & Refueling System**               | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          |                                                         |                              |   |   |   |   |   |
| **FPS**             | **Fire  Protection System**                                  | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          |                                                         |                              |   |   |   |   |   |
| **FWS**             | **Main &  Startup Feedwater System**                | [**]                              | [**] | [**] | [**] | [**] |   |

 

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| **WORK  BREAKDOWN** | **DESCRIPTION**                                                | **SINGLE-  POINT RESPONSIBILITY** |
|---------------------|----------------------------------------------------------------|-----------------------------------|
| ** **          |                                                           | **Design  Criteria**              | **Detail  Design** | **EQ/Comp  Com.  Supply** | **Install  Construct** | **Scope** | **DOR** |
| **GSS**             | **Gland  Seal System**                                         | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          |                                                           |                              |   |   |   |   |   |
| **HCS**             | **Generator  Hydrogen & CO2 Systems**                 | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          |                                                           |                              |   |   |   |   |   |
| **HDS**             | **Heater  Drain System**                                       | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          |                                                           |                              |   |   |   |   |   |
| **HSS**             | **Hydrogen  Seal Oil System**                                  | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          |                                                           |                              |   |   |   |   |   |
| **IDS**             | **Class 1E  DC and UPS System (Division A to D)**         | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          |                                                           |                              |   |   |   |   |   |
| **IIS**             | **Incore  Instrumentation System**                             | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          |                                                           |                              |   |   |   |   |   |
| **LOS**             | **Main  Turbine & Generator Lube Oil System**         | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          |                                                           |                              |   |   |   |   |   |
| **MES**             | **Meteorological &  Environmental Monitoring System** | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          |                                                           |                              |   |   |   |   |   |
| **MHS**             | **Mechanical  Handling System**                                | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          |                                                           |                              |   |   |   |   |   |
| **MSS**             | **Main  Steam System**                                         | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          |                                                           |                              |   |   |   |   |   |
| **MTS**             | **Main  Turbine System**                                       | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          |                                                           |                              |   |   |   |   |   |
| **OCS**             | **Operation &  Control Centers**                      | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          |                                                           |                              |   |   |   |   |   |
| **PCS**             | **Passive  Containment Cooling System**                        | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          |                                                           |                              |   |   |   |   |   |
| **PGS**             | **Plant  Gas System**                                          | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          |                                                           |                              |   |   |   |   |   |
| **PLS**             | **Plant  Control System**                                      | [**]                              | [**] | [**] | [**] | [**] |   |

 

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| **WORK  BREAKDOWN** | **DESCRIPTION**                                      | **SINGLE-  POINT RESPONSIBILITY** |
|---------------------|------------------------------------------------------|-----------------------------------|
|                | ** **                                           | **Design  Criteria**              | **Detail  Design** | **EQ/Comp  Com.  Supply** | **Install  Construct** | **Scope** | **DOR** |
| **PMS**             | **Protection &  Safety Monitoring System**  | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          |                                                 |                              |   |   |   |   |   |
| **PSS**             | **Primary  Sampling System**                         | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          |                                                 |                              |   |   |   |   |   |
| **PWS**             | **Potable  Water System**                            | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          |                                                 |                              |   |   |   |   |   |
| **PXS**             | **Passive  Core Cooling System**                     | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          |                                                 |                              |   |   |   |   |   |
| **RCS**             | **Reactor  Coolant System**                          | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          |                                                 |                              |   |   |   |   |   |
| **RDS**             | **Gravity &  Roof Drain Collection System** | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          |                                                 |                              |   |   |   |   |   |
| **RMS**             | **Radiation  Monitoring System**                     | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          |                                                 |                              |   |   |   |   |   |
| **RNS**             | **Normal  Residual Heat Removal System**             | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          |                                                 |                              |   |   |   |   |   |
| **RWS**             | **Raw  Water System**                                | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          |                                                 |                              |   |   |   |   |   |
| **RXS**             | **Reactor  System**                                  | [**]                              | [**] | [**] | [**] | [**] | [**] |
| ** **          |                                                 |                              |   |   |   |   |   |
| **SDS**             | **Sanitary  Drainage System**                        | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          |                                                 |                              |   |   |   |   |   |
| **SES**             | **Plant  Security System**                           | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          |                                                 |                              |   |   |   |   |   |
| **SFS**             | **Spent  Fuel Pit Cooling System**                   | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          |                                                 |                              |   |   |   |   |   |
| **SGS**             | **Steam  Generator System**                          | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          |                                                 |                              |   |   |   |   |   |
| **SJS**             | **Seismic  Monitoring System**                       | [**]                              | [**] | [**] | [**] | [**] |   |

 

----

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|-------------------|------------------------------------------------------------------------------|

 
| **WORK  BREAKDOWN** | **DESCRIPTION**                                             |   | **SINGLE-  POINT RESPONSIBILITY** |
|---------------------|-------------------------------------------------------------|--------|-----------------------------------|
|                |                                                        |   | **Design  Criteria**              | **Detail  Design** | **EQ/Comp  Com.  Supply** | **Install  Construct** | **Scope** | **DOR** |
| **SMS**             | **Special  Monitoring System**                              |   | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          | ** **                                                  |   |                              |   |   |   |   |   |
| **SSS**             | **Secondary  Sampling System**                              |   | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          | ** **                                                  |   |                              |   |   |   |   |   |
| **STS**             | **Simulator  Training System**                              |   | [**]                              | [**] | [**] | [**] | [**] | [**] |
| ** **          | ** **                                                  |   |                              |   |   |   |   |   |
| **SWS**             | **Service  Water System**                                   |   | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          | ** **                                                  |   |                              |   |   |   |   |   |
| **TCS**             | **Turbine  Bldg. Closed Cooling Water System**              |   | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          | ** **                                                  |   |                              |   |   |   |   |   |
| **TDS**             | **Turbine  Island Vents, Drains & Relief System**  |   | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          | ** **                                                  |   |                              |   |   |   |   |   |
| **TOS**             | **Main  Turbine Control & Diagnostics**            |   | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          | ** **                                                  |   |                              |   |   |   |   |   |
| **TVS**             | **Closed  Circuit TV System**                               |   | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          | ** **                                                  |   |                              |   |   |   |   |   |
| **VAS**             | **Radiologically  Controlled Area Ventilation system**      |   | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          | ** **                                                  |   |                              |   |   |   |   |   |
| **VBS**             | **Nuclear  Island. Non-radioactive Ventilation System**     |   | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          | ** **                                                  |   |                              |   |   |   |   |   |
| **VCS**             | **Containment  Recirculation Cooling System**               |   | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          | ** **                                                  |   |                              |   |   |   |   |   |
| **VES**             | **Main  Control Rm. Emergency Habitability System**         |   | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          | ** **                                                  |   |                              |   |   |   |   |   |
| **VFS**             | **Containment  Air Filtration System**                      |   | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          | ** **                                                  |   |                              |   |   |   |   |   |
| **VHS**             | **Health  Physics & Hot Machine Shop HVAC System** |   | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          | ** **                                                  |   |                              |   |   |   |   |   |
| **VLS**             | **Containment  Hydrogen Control System**                    |   | [**]                              | [**] | [**] | [**] | [**] |   |

 

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| **WORK  BREAKDOWN** | **DESCRIPTION**                                                                |   | **SINGLE-  POINT RESPONSIBILITY** |
|---------------------|--------------------------------------------------------------------------------|--------|-----------------------------------|
|                |                                                                           |   | **Design  Criteria**              | **Detail  Design** | **EQ/Comp  Com.  Supply** | **Install  Construct** | **Scope** | **DOR** |
| **VRS**             | **Radwaste  Building HVAC System**                                             |   | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          | ** **                                                                     |   |                              |   |   |   |   |   |
| **VTS**             | **Turbine  Building Ventilation System**                                       |   | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          | ** **                                                                     |   |                              |   |   |   |   |   |
| **VUS**             | **Containment  Leak Rate Test Systems**                                        |   | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          | ** **                                                                     |   |                              |   |   |   |   |   |
| **VWS**             | **Central  Chilled Water System**                                              |   | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          | ** **                                                                     |   |                              |   |   |   |   |   |
| **VXS**             | **Annex/Aux  Bldg Non-radioactive Ventil. System**                             |   | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          | ** **                                                                     |   |                              |   |   |   |   |   |
| **VYS**             | **Hot  Water Heating System**                                                  |   | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          | ** **                                                                     |   |                              |   |   |   |   |   |
| **VZS**             | **Diesel Gen. Bldg. Ventilation System**                                       |   | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          | ** **                                                                     |   |                              |   |   |   |   |   |
| **WGS**             | **Gaseous  Radwaste System**                                                   |   | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          | ** **                                                                     |   |                              |   |   |   |   |   |
| **WLS**             | **Liquid  Radwaste System**                                                    |   | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          | ** **                                                                     |   |                              |   |   |   |   |   |
| **WRS**             | **Radioactive  Waste Drain System**                                            |   | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          | ** **                                                                     |   |                              |   |   |   |   |   |
| **WSS**             | **Solid  Radwaste System**                                                     |   | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          | ** **                                                                     |   |                              |   |   |   |   |   |
| **WWS**             | **Waste  Water System**                                                        |   | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          | ** **                                                                     |   |                              |   |   |   |   |   |
| **ZAS**             | **Main  Generation System**                                                    |   | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          | ** **                                                                     |   |                              |   |   |   |   |   |
| **ZBS**             | **Transmission  Switchyard & Offsite Power System - Plant Feed Only** |   | [**]                              | [**] | [**] | [**] | [**] |   |
| ** **          | ** **                                                                     |   |                              |   |   |   |   |   |
| **ZOS**             | **Onsite  Standby Power System**                                               |   | [**]                              | [**] | [**] | [**] | [**] |   |

 

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|-------------------|------------------------------------------------------------------------------|

 
| **WORK  BREAKDOWN** | **DESCRIPTION**                                      | **SINGLE-  POINT RESPONSIBILITY** |
|---------------------|------------------------------------------------------|-----------------------------------|
| ** **          |                                                 | **Design  Criteria**              | **Detail  Design** | **EQ/Comp  Com.  Supply** | **Install  Construct** | **Scope** | **DOR** |
| ** **          |                                                 |                              |   |   |   |   |   |
| **ZVS**             | **Excitation &  Voltage Regulation System** | [**]                              | [**] | [**] | [**] | [**] |   |

 

Notes:

·                  [**]

·                  [**]

 

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**Notes for Preceding Section**

 
| **Note**                  | **System** | **Details** |
|---------------------------|------------|-------------|
| **Scope  of Work Notes:** |
| 1                         | See Table  | [**]        |
| 2                         | CFS        | [**]        |
| 3                         | CWS        | [**]        |
| 4                         | DOS        | [**]        |
| 5                         | DRS        | [**]        |
| 6                         | EFS        | [**]        |
| 7                         | EGS        | [**]        |
| 8                         | ELS        | [**]        |
| 9                         | EQS        | [**]        |

 

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**Notes for Preceding Section**

 
| **Note**                  | **System** | **Details** |
|---------------------------|------------|-------------|
| **Scope  of Work Notes:** |
| 10                        | FHS        | [**]        |   |
|                      |       | [**]        | [**] |
|                      |       | [**]        | [**] |
| 11                        | MES        | [**]        |   |
| 12                        | PGS        | [**]        |   |
| 13                        | PLS        | [**]        |   |
| 14                        | PWS        | [**]        |   |

 

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**Notes for Preceding Section**

 
| **Note**                  | **System** | **Details** |
|---------------------------|------------|-------------|
| **Scope  of Work Notes:** |
| 15                        | RMS        | [**]        |
| 16                        | RWS        | [**]        |
| 17                        | SDS        | [**]        |
| 18                        | SES        | [**]        |
| 19                        | SJS        | [**]        |
| 20                        | STS        | [**]        |
| 21                        | TVS        | [**]        |
| 22                        | VUS        | [**]        |
| 23                        | WLS        | [**]        |
| 24                        | WWS        | [**]        |
| 25                        |       | [**]        |

 

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**Notes for Preceding Section**

 
| **Note**                              | **System** | **Details** |
|---------------------------------------|------------|-------------|
| **Scope  of Work Notes:**             |
| 26                                    | ZBS        | [**]        |
| 27                                    | ZOS        | [**]        |
| **Division  of Responsibility Notes** |
| a                                     | RXS        | [**]        |
| b                                     | STS        | [**]        |
| c                                     |       | [**]        |
| d                                     |       | [**]        |

 

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080509

 

EXHIBIT A Table 2

AP1000 Documentation Deliverables

 

AP1000 Facility Information classified as Proprietary Class 2Releasable (i.e., deliverable under this Agreement) and Non-Proprietary Class 3documents specifically related to the design, construction, operation andmaintenance of the Facility provided under this Agreement shall be providedfrom the Contractor’s Information Management System (IMS) in electronic formatvia access through a controlled website or similar electronic informationportal.  The final list of thedocumentation types to be provided for Owner’s access will be developed byContractor and approved by the Owner during Phase I, and expected to includebut not limited to the types of deliverable documents as provided in Table 2-1.

 

Instructions for access to these documents shall be providedby Contractor for use by Owner’s personnel, including listing of index fieldsand query options. This information may be electronically posted on the IMS.The controlled documents will be provided with revision level control, and beuniquely designated.

 

[**]

 

[**]

 

Proprietary Class 2 Releasable information is sensitivebusiness and technical information that Owner may not disclose withoutContractor’s prior written authorization except as otherwise provided in Article19 of the Agreement.  Proprietary Class 2Releasable documents will be marked “Proprietary Class 2”.  [**]

 

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[**]

 

Non-Proprietary Class 3 information isnon-sensitive information that may be distributed both internally andexternally to Contractor. This is information which, if published, would notresult in the loss of an existing or potential competitive advantage and may bereleased on an unrestricted basis. Class 3 is primarily used to describetechnical reports, association review papers, and/or marketing and advertisingliterature.

 

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**Table 2-1**

**Types of Deliverable Documents**

** **

**GENERAL AND ADMINISTRATIVE**

 

·                  [**]

·                  [**]

·                  [**]

 

**PROJECT MANAGEMENT**

** **

·                  [**]

·                  [**]

·                  ProjectSchedule (includes Engineering, Procurement, QA and Construction)

·                  ProjectChange Notices [**]

·                  OfficialProject Correspondence

·                  MonthlyProgress Reports [**]

 

**QUALITY ASSURANCE**

 

·                  Contractor Project Quality Plan

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

 

**ENGINEERING**

 

Systems:

 

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

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·                  [**]

 

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·      [**]

·      [**]

·      [**]

·      [**]

 

Equipment

 

·      [**]

·      [**]

·      [**]

·      [**]

·      [**]

·      [**]

·      [**]

·      [**]

·      [**]

·      [**]

 

Relevant AP1000 Building Drawings and Reports, including

 

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

·                  [**]

 

**PROCUREMENT**

 

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·                  [**]

·                  [**]

·                  [**]

·                  [**]

 

**CONSTRUCTION**

 

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**TESTING & STARTUP**

 

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Note 1:                      [**]

 

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“[**]”in this Exhibit 10.01 indicates material that has been omitted pursuant to arequest for confidential treatment and filed separately with the Securities andExchange Commission.

 

Page 51 of 62

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| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

EXHIBIT A — Table 3AP1000 Mandatory Spare Parts

 

Mandatory Spare Parts list will be inserted here asdeveloped during the completion of the Facility.

 

----

“[**]”in this Exhibit 10.01 indicates material that has been omitted pursuant to arequest for confidential treatment and filed separately with the Securities andExchange Commission.

 

Page 52 of 62

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| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

EXHIBIT A – Table 4

AP1000 Special Tools

 

This list of Special Tools may be updated through DesignFinalization and Initial Testing.

 
| **WBS**        | **Description** | **Data Sheet** |
|----------------|-----------------|----------------|
| **3.403.**     | **[**]**        | ** **     |
| U1X4033_MZ01   | [**]            | MZ41-Z0D-001   |
| U1X4033_MZ02   | [**]            | MZ42-Z0D-001   |
| U1X4033_MZ03   | [**]            | MZ43-Z0D-001   |
| U1X4033_MZ04   | [**]            | MZ44-Z0D-001   |
| U1X4033_MZ05   | [**]            | MZ45-Z0D-001   |
| U1X4033_MZ06   | [**]            | MZ46-Z0D-001   |
| U1X4033_MZ07   | [**]            | MZ47-Z0D-001   |
| U1X4033_MZ08   | [**]            | MZ48-Z0D-001   |
| U1X4033_MZ09   | [**]            | MZ49-Z0D-001   |
| U1X4033_MZ10   | [**]            | MZ50-Z0D-001   |
| U2X4033_MZ01   | [**]            | MZ41-Z0D-001   |
| U2X4033_MZ02   | [**]            | MZ42-Z0D-001   |
| U2X4033_MZ03   | [**]            | MZ43-Z0D-001   |
| U2X4033_MZ04   | [**]            | MZ44-Z0D-001   |
| U2X4033_MZ05   | [**]            | MZ45-Z0D-001   |
| U2X4033_MZ06   | [**]            | MZ46-Z0D-001   |
| U2X4033_MZ07   | [**]            | MZ47-Z0D-001   |
| U2X4033_MZ08   | [**]            | MZ48-Z0D-001   |
| U2X4033_MZ09   | [**]            | MZ49-Z0D-001   |
| U2X4033_MZ10   | [**]            | MZ50-Z0D-001   |
| **3.CCS.MZ3G** | **[**]**        |           |
| U1ACCS__MZ01A  | [**]            | MZ3G-Z0D-001   |
| U1ACCS__MZ01B  | [**]            | MZ3G-Z0D-001   |
| U1ACCS__MZ01C  | [**]            | MZ3G-Z0D-001   |
| U1ACCS__MZ01D  | [**]            | MZ3G-Z0D-001   |
| U2ACCS__MZ01A  | [**]            | MZ3G-Z0D-001   |
| U2ACCS__MZ01B  | [**]            | MZ3G-Z0D-001   |
| U2ACCS__MZ01C  | [**]            | MZ3G-Z0D-001   |
| U2ACCS__MZ01D  | [**]            | MZ3G-Z0D-001   |
| **3.CVS.MZ00** | **[**]**        |           |
| U1NCVS__MZ01   | [**]            | MZ3J-Z0D-001   |
| U1NCVS__MZ02   | [**]            | MZ3K-Z0D-001   |
| U1NCVS__MZ03   | [**]            | MZ3L-Z0D-001   |
| U1NCVS__MZ04   | [**]            | MZ3M-Z0D-001   |
| U2NCVS__MZ01   | [**]            | MZ3J-Z0D-001   |
| U2NCVS__MZ02   | [**]            | MZ3K-Z0D-001   |
| U2NCVS__MZ03   | [**]            | MZ3L-Z0D-001   |
| U2NCVS__MZ04   | [**]            | MZ3M-Z0D-001   |

 

----

“[**]”in this Exhibit 10.01 indicates material that has been omitted pursuant to arequest for confidential treatment and filed separately with the Securities andExchange Commission.

 

Page53 of 62

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| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 
| **WBS**        | **Description** | **Data Sheet** |
|----------------|-----------------|----------------|
| **3.FHS.FH50** | **[**]**        |           |
| U1MFHS__FH50   | [**]            | FH50-Z0D-001   |
| U2MFHS__FH50   | [**]            | FH50-Z0D-001   |
| **3.FHS.FH51** | **[**]**        |           |
| U1MFHS__FH51   | [**]            | FH51-Z0D-001   |
| U2MFHS__FH51   | [**]            | FH51-Z0D-001   |
| **3.FHS.FH52** | **[**]**        |           |
| U1MFHS__FH52   | [**]            | FH52-Z0D-001   |
| U2MFHS__FH52   | [**]            | FH52-Z0D-001   |
| **3.FHS.FH53** | **[**]**        |           |
| U1MFHS__FH53   | [**]            | FH53-Z0D-001   |
| U2MFHS__FH53   | [**]            | FH53-Z0D-001   |
| **3.FHS.FH54** | **[**]**        |           |
| U1MFHS__FH54   | [**]            | FH54-Z0D-001   |
| U2MFHS__FH54   | [**]            | FH54-Z0D-001   |
| **3.FHS.FH55** | **[**]**        |           |
| U1MFHS__FH55   | [**]            | FH55-Z0D-001   |
| U2MFHS__FH55   | [**]            | FH55-Z0D-001   |
| **3.FHS.FH56** | **[**]**        |           |
| U1MFHS__FH56   | [**]            | FH56-Z0D-001   |
| U2MFHS__FH56   | [**]            | FH56-Z0D-001   |
| **3.FHS.FH57** | **[**]**        |           |
| U1MFHS__FH57   | [**]            | FH57-Z0D-001   |
| U2MFHS__FH57   | [**]            | FH57-Z0D-001   |
| **3.FHS.FH58** | **[**]**        |           |
| U1MFHS__FH58   | [**]            | FH58-Z0D-001   |
| U2MFHS__FH58   | [**]            | FH58-Z0D-001   |
| **3.FHS.FH59** | **[**]**        |           |
| U1MFHS__FH59   | [**]            | FH59-Z0D-001   |
| U2MFHS__FH59   | [**]            | FH59-Z0D-001   |
| **3.FHS.FH60** | **[**]**        |           |
| U1MFHS__FH60   | [**]            | FH60-Z0D-001   |
| U1MFHS__FH61   | [**]            | FH60-Z0D-001   |
| U2MFHS__FH60   | [**]            | FH60-Z0D-001   |
| U2MFHS__FH61   | [**]            | FH60-Z0D-001   |
| **3.FHS.FS09** | **[**]**        |           |
| U1MFHS__FS08   | [**]            | FS09-Z0D-001   |
| U2MFHS__FS08   | [**]            | FS09-Z0D-001   |
| **3.FHS.MZ01** | **[**]**        |           |
| U1MFHS__MZ01A  | [**]            | MZ01-Z0D-001   |
| U1MFHS__MZ01B  | [**]            | MZ01-Z0D-001   |
| U1MFHS__MZ01C  | [**]            | MZ01-Z0D-001   |
| U1MFHS__MZ01D  | [**]            | MZ01-Z0D-001   |
| U1MFHS__MZ101A | [**]            | MZ1A-Z0D-001   |

 

----

“[**]”in this Exhibit 10.01 indicates material that has been omitted pursuant to arequest for confidential treatment and filed separately with the Securities andExchange Commission.

 

Page54 of 62

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| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 
| **WBS**            | **Description** | **Data Sheet** |
|--------------------|-----------------|----------------|
| U1MFHS__MZ101B     | [**]            | MZ1A-Z0D-001   |
| U1MFHS__MZ101C     | [**]            | MZ1A-Z0D-001   |
| U1MFHS__MZ101D     | [**]            | MZ1A-Z0D-001   |
| U2MFHS__MZ01A      | [**]            | MZ01-Z0D-001   |
| U2MFHS__MZ01B      | [**]            | MZ01-Z0D-001   |
| U2MFHS__MZ01C      | [**]            | MZ01-Z0D-001   |
| U2MFHS__MZ01D      | [**]            | MZ01-Z0D-001   |
| U2MFHS__MZ101A     | [**]            | MZ1A-Z0D-001   |
| U2MFHS__MZ101B     | [**]            | MZ1A-Z0D-001   |
| U2MFHS__MZ101C     | [**]            | MZ1A-Z0D-001   |
| U2MFHS__MZ101D     | [**]            | MZ1A-Z0D-001   |
| **3.FHS.MZ07**     | **[**]**        |           |
| U1MFHS__MZ07       | [**]            | MZ07-Z0D-001   |
| U2MFHS__MZ07       | [**]            | MZ07-Z0D-001   |
| **3.FHS.MZ13**     | **[**]**        |           |
| U1MFHS__MZ13       | [**]            | MZ13-Z0D-001   |
| U2MFHS__MZ13       | [**]            | MZ13-Z0D-001   |
| **3.FHS.MZ14**     | **[**]**        |           |
| U1MFHS__MZ14       | [**]            | MZ14-Z0D-001   |
| U2MFHS__MZ14       | [**]            | MZ14-Z0D-001   |
| **3.FHS.MZ15**     | **[**]**        |           |
| U1MFHS__MZ15       | [**]            | MZ15-Z0D-001   |
| U2MFHS__MZ15       | [**]            | MZ15-Z0D-001   |
| **3.FHS.MZ16**     | **[**]**        |           |
| U1MFHS__MZ16       | [**]            | MZ16-Z0D-001   |
| U2MFHS__MZ16       | [**]            | MZ16-Z0D-001   |
| **3.FHS.MZ17**     | **[**]**        |           |
| U1MFHS__MZ17       | [**]            | MZ17-Z0D-001   |
| U2MFHS__MZ17       | [**]            | MZ17-Z0D-001   |
| **3.FHS.MZRV.Z1B** | **[**]**        |           |
| U1MFHS__MZ102A     | [**]            | MZ1B-Z0D-001   |
| U1MFHS__MZ102B     | [**]            | MZ1B-Z0D-001   |
| U1MFHS__MZ102C     | [**]            | MZ1B-Z0D-001   |
| U1MFHS__MZ102D     | [**]            | MZ1B-Z0D-001   |
| U2MFHS__MZ102A     | [**]            | MZ1B-Z0D-001   |
| U2MFHS__MZ102B     | [**]            | MZ1B-Z0D-001   |
| U2MFHS__MZ102C     | [**]            | MZ1B-Z0D-001   |
| U2MFHS__MZ102D     | [**]            | MZ1B-Z0D-001   |
| **3.FHS.MZRV.Z1C** | **[**]**        |           |
| U1MFHS__MZ103A     | [**]            | MZ1C-Z0D-001   |
| U1MFHS__MZ103B     | [**]            | MZ1C-Z0D-001   |
| U1MFHS__MZ103C     | [**]            | MZ1C-Z0D-001   |
| U1MFHS__MZ103D     | [**]            | MZ1C-Z0D-001   |
| U2MFHS__MZ103A     | [**]            | MZ1C-Z0D-001   |

 

----

“[**]”in this Exhibit 10.01 indicates material that has been omitted pursuant to arequest for confidential treatment and filed separately with the Securities andExchange Commission.

 

Page55 of 62

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| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 
| **WBS**            | **Description** | **Data Sheet** |
|--------------------|-----------------|----------------|
| U2MFHS__MZ103B     | [**]            | MZ1C-Z0D-001   |
| U2MFHS__MZ103C     | [**]            | MZ1C-Z0D-001   |
| U2MFHS__MZ103D     | [**]            | MZ1C-Z0D-001   |
| **3.FHS.MZRV.Z1D** | **[**]**        |           |
| U1MFHS__MZ104A     | [**]            | MZ1D-Z0D-001   |
| U1MFHS__MZ104B     | [**]            | MZ1D-Z0D-001   |
| U1MFHS__MZ104C     | [**]            | MZ1D-Z0D-001   |
| U1MFHS__MZ104D     | [**]            | MZ1D-Z0D-001   |
| U2MFHS__MZ104A     | [**]            | MZ1D-Z0D-001   |
| U2MFHS__MZ104B     | [**]            | MZ1D-Z0D-001   |
| U2MFHS__MZ104C     | [**]            | MZ1D-Z0D-001   |
| U2MFHS__MZ104D     | [**]            | MZ1D-Z0D-001   |
| **3.FHS.MZRV.Z1E** | **[**]**        |           |
| U1MFHS__MZ105A     | [**]            | MZ1E-Z0D-001   |
| U1MFHS__MZ105B     | [**]            | MZ1E-Z0D-001   |
| U1MFHS__MZ105C     | [**]            | MZ1E-Z0D-001   |
| U1MFHS__MZ105D     | [**]            | MZ1E-Z0D-001   |
| U2MFHS__MZ105A     | [**]            | MZ1E-Z0D-001   |
| U2MFHS__MZ105B     | [**]            | MZ1E-Z0D-001   |
| U2MFHS__MZ105C     | [**]            | MZ1E-Z0D-001   |
| U2MFHS__MZ105D     | [**]            | MZ1E-Z0D-001   |
| **3.FHS.MZRV.Z1F** | **[**]**        |           |
| U1MFHS__MZ106      | [**]            | MZ1F-Z0D-001   |
| U2MFHS__MZ106      | [**]            | MZ1F-Z0D-001   |
| **3.FHS.MZRV.Z1H** | **[**]**        |           |
| U1MFHS__MZ200      | [**]            | MZ1H-Z0D-001   |
| U2MFHS__MZ200      | [**]            | MZ1H-Z0D-001   |
| **3.FHS.MZRV.Z1J** | **[**]**        |           |
| U1MFHS__MZ111A     | [**]            | MZ1J-Z0D-001   |
| U1MFHS__MZ111B     | [**]            | MZ1J-Z0D-001   |
| U1MFHS__MZ111C     | [**]            | MZ1J-Z0D-001   |
| U1MFHS__MZ111D     | [**]            | MZ1J-Z0D-001   |
| U2MFHS__MZ111A     | [**]            | MZ1J-Z0D-001   |
| U2MFHS__MZ111B     | [**]            | MZ1J-Z0D-001   |
| U2MFHS__MZ111C     | [**]            | MZ1J-Z0D-001   |
| U2MFHS__MZ111D     | [**]            | MZ1J-Z0D-001   |
| **3.FHS.MZRV.Z1K** | **[**]**        |           |
| U1MFHS__MZ121      | [**]            | MZ1K-Z0D-001   |
| U2MFHS__MZ121      | [**]            | MZ1K-Z0D-001   |
| **3.FHS.MZRV.Z1L** | **[**]**        |           |
| U1MFHS__MZ131      | [**]            | MZ1L-Z0D-001   |
| U2MFHS__MZ131      | [**]            | MZ1L-Z0D-001   |
| **3.FWS.MZ2A**     | **[**]**        |           |
| U1PFWS__MZ01       | [**]            | MZ2A-Z0D-001   |

 

----

“[**]”in this Exhibit 10.01 indicates material that has been omitted pursuant to arequest for confidential treatment and filed separately with the Securities andExchange Commission.

 

Page56 of 62

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| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 
| **WBS**            | **Description** | **Data Sheet** |
|--------------------|-----------------|----------------|
| U2PFWS__MZ01       | [**]            | MZ2A-Z0D-001   |
| **3.IDS.DB01.HWE** | **[**]**        |           |
| U1EIDSA_DY001      | [**]            | DB01-Z0D-001T  |
| U2EIDSA_DY001      | [**]            | DB01-Z0D-001T  |
| **3.MHS**          | **[**]**        |           |
| U1MMHS__MH18       | [**]            | MH18-Z0D-001   |
| U1MMHS__MH19A      | [**]            | MH19-Z0D-001   |
| U1MMHS__MH19B      | [**]            | MH19-Z0D-001   |
| U1MMHS__MHEXTRA-1  | [**]            | MH18-Z0D-001   |
| U1MMHS__MHEXTRA-3  | [**]            | MH18-Z0D-001   |
| U2MMHS__MH18       | [**]            | MH18-Z0D-001   |
| U2MMHS__MH19A      | [**]            | MH19-Z0D-001   |
| U2MMHS__MH19B      | [**]            | MH19-Z0D-001   |
| U2MMHS__MHEXTRA-1  | [**]            | MH18-Z0D-001   |
| U2MMHS__MHEXTRA-3  | [**]            | MH18-Z0D-001   |
| **3.RCS.MH17.HWE** | **[**]**        |           |
| UCRRCS__MH01       | [**]            | MH17-Z0D-001   |
| **3.RCS.MZ19**     | **[**]**        |           |
| U1RRCS__MZ01       | [**]            | MZ19-Z0D-001   |
| U2RRCS__MZ01       | [**]            | MZ19-Z0D-001   |
| **3.RCS.MZ3A**     | **[**]**        |           |
| U1RRCS__MZ30       | [**]            | MZ3A-Z0D-001   |
| U2RRCS__MZ30       | [**]            | MZ3A-Z0D-001   |
| **3.RCS.MZ3B**     | **[**]**        |           |
| U1RRCS__MZ31A      | [**]            | MZ3B-Z0D-001   |
| U1RRCS__MZ31B      | [**]            | MZ3B-Z0D-001   |
| U2RRCS__MZ31A      | [**]            | MZ3B-Z0D-001   |
| U2RRCS__MZ31B      | [**]            | MZ3B-Z0D-001   |
| **3.RCS.MZ3C**     | **[**]**        |           |
| U1RRCS__MZ32A      | [**]            | MZ3C-Z0D-001   |
| U1RRCS__MZ32B      | [**]            | MZ3C-Z0D-001   |
| U1RRCS__MZ32C      | [**]            | MZ3C-Z0D-001   |
| U1RRCS__MZ32D      | [**]            | MZ3C-Z0D-001   |
| U2RRCS__MZ32A      | [**]            | MZ3C-Z0D-001   |
| U2RRCS__MZ32B      | [**]            | MZ3C-Z0D-001   |
| U2RRCS__MZ32C      | [**]            | MZ3C-Z0D-001   |
| U2RRCS__MZ32D      | [**]            | MZ3C-Z0D-001   |
| **3.RCS.MZ3D**     | **[**]**        |           |
| U1RRCS__MZ33A      | [**]            | MZ3D-Z0D-001   |
| U1RRCS__MZ33B      | [**]            | MZ3D-Z0D-001   |

 

----

“[**]”in this Exhibit 10.01 indicates material that has been omitted pursuant to arequest for confidential treatment and filed separately with the Securities andExchange Commission.

 

Page57 of 62

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| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 
| **WBS**            | **Description** | **Data Sheet** |
|--------------------|-----------------|----------------|
| U1RRCS__MZ33C      | [**]            | MZ3D-Z0D-001   |
| U1RRCS__MZ33D      | [**]            | MZ3D-Z0D-001   |
| U2RRCS__MZ33A      | [**]            | MZ3D-Z0D-001   |
| U2RRCS__MZ33B      | [**]            | MZ3D-Z0D-001   |
| U2RRCS__MZ33C      | [**]            | MZ3D-Z0D-001   |
| U2RRCS__MZ33D      | [**]            | MZ3D-Z0D-001   |
| **3.RCS.MZ3E**     | **[**]**        |           |
| U1RRCS__MZ34       | [**]            | MZ3E-Z0D-001   |
| U1RRCS__MZ35       | [**]            | MZ3F-Z0D-001   |
| U2RRCS__MZ34       | [**]            | MZ3E-Z0D-001   |
| U2RRCS__MZ35       | [**]            | MZ3F-Z0D-001   |
| **3.RNS.MZ3N**     | **[**]**        |           |
| U1NRNS__MZ01       | [**]            | MZ3N-Z0D-001   |
| U2NRNS__MZ01       | [**]            | MZ3N-Z0D-001   |
| **3.RNS.MZ3Q**     | **[**]**        |           |
| U1NRNS__MZ11       | [**]            | MZ3Q-Z0D-001   |
| U2NRNS__MZ11       | [**]            | MZ3Q-Z0D-001   |
| **3.RXS.MY90.HWE** | **[**]**        |           |
| U1RRXS__MYY01      | [**]            | MY90-Z0D-001   |
| U2RRXS__MYY01      | [**]            | MY90-Z0D-001   |
| **3.SFS.MZ3H**     | **[**]**        |           |
| U1NSFS__MZ01A      | [**]            | MZ3H-Z0D-001   |
| U1NSFS__MZ01B      | [**]            | MZ3H-Z0D-001   |
| U1NSFS__MZ01C      | [**]            | MZ3H-Z0D-001   |
| U1NSFS__MZ01D      | [**]            | MZ3H-Z0D-001   |
| U2NSFS__MZ01A      | [**]            | MZ3H-Z0D-001   |
| U2NSFS__MZ01B      | [**]            | MZ3H-Z0D-001   |
| U2NSFS__MZ01C      | [**]            | MZ3H-Z0D-001   |
| U2NSFS__MZ01D      | [**]            | MZ3H-Z0D-001   |
| **3.SWS.MZ3P**     | **[**]**        |           |
| U1ASWS__MZ01       | [**]            | MZ3P-Z0D-001   |
| U2ASWS__MZ01       | [**]            | MZ3P-Z0D-001   |
| **3.WSS.MH60**     | **[**]**        |           |
| U1MMHS__MH60       | [**]            | MH60-Z0D-001   |
| U1WWSS__MR01       | [**]            | MH60-Z0D-001   |
| U1WWSS__MR02       | [**]            | MH60-Z0D-001   |
| U1WWSS__MSCART     | [**]            | MH60-Z0D-002   |
| U1WWSS__MZ02       | [**]            | MH60-Z0D-004   |
| U1WWSS__MZ04       | [**]            | MH60-Z0D-006   |
| U1WWSS__MZ05       | [**]            | MH60-Z0D-007   |
| U2MMHS__MH60       | [**]            | MH60-Z0D-001   |
| U2WWSS__MR01       | [**]            | MH60-Z0D-001   |
| U2WWSS__MR02       | [**]            | MH60-Z0D-001   |
| U2WWSS__MSCART     | [**]            | MH60-Z0D-001   |

 

----

“[**]”in this Exhibit 10.01 indicates material that has been omitted pursuant to arequest for confidential treatment and filed separately with the Securities andExchange Commission.

 

Page58 of 62

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| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 
| **WBS**      | **Description** | **Data Sheet** |
|--------------|-----------------|----------------|
| U2WWSS__MZ01 | [**]            | MH60-Z0D-001   |
| U2WWSS__MZ02 | [**]            | MH60-Z0D-001   |
| U2WWSS__MZ03 | [**]            | MH60-Z0D-001   |

 

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EXHIBITA  Figures

 

Figure 1. Site Plan - Interface with Existing SiteFacilities and Systems

 

 

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EXHIBITA  Figures

 

[**]

 

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EXHIBITA  Figures

 

DCDFigure 1.2-3, Functional Allocation of System Components Contained in Buildings

 

[**]

 

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**EXHIBITB**

**Contractor’sOrganization**

 

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**EXHIBIT C**

**Permits**

 

X = CONTRACTORRESPONSIBILITY

O = OWNER RESPONSIBILITY

(Where both are listed,the Party first listed has the lead responsibility and the second one has theresponsibility to support)

 
| **Listing of Required Permits and Licenses**                                                                                                                      |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **PERMITS,  PLANS, & DETERMINATIONS  NEEDED**                                                                                                            | **PERMIT  TYPE** | **DESIGN  DATA  NEEDED (Y/N)** | **DEVELOP  PERMIT** | **OWNER  /  HOLDER** | **IMPLEMENT  PERMIT** |
| Well Permit  (Groundwater Wells)  (SC R61-71)                                                                                                                     | State DHEC | Y | X | X | X |
| Negative declaration on  cultural resources from the State Historic Preservation Officer (SHPO)  (36 CFR Part 800)                                           | State | N | N/A | N/A | N/A |
| Negative declaration on  endangered species from the U.S. Fish and Wildlife Services (USFWS)  (50 CFR Parts 13, 17, 222, 226, 227, 402, 424, 450-453)             | Federal | N/A | N/A | N/A | N/A |
| Negative declaration on  endangered species from South Carolina Department of Natural Resources  (SCDNR)  (50 CFR Parts 13, 17, 222, 226, 227, 402, 424, 450-453) | State | N/A | N/A | N/A | N/A |
| Wetlands 404 Permit  from U.S. Army Corps of Engineers (COE)  (33 CFR 328)                                                                                        | Federal | Y | O/X | O | X |

 

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**EXHIBIT C**

**Permits**

 
| **Listing of Required Permits and Licenses**                                                           |
|--------------------------------------------------------------------------------------------------------|
| **PERMITS,  PLANS, & DETERMINATIONS  NEEDED**                                                 | **PERMIT  TYPE** | **DESIGN  DATA  NEEDED (Y/N)** | **DEVELOP  PERMIT** | **OWNER /  HOLDER** | **IMPLEMENT  PERMIT** |
| Floodplain  Assessment  (E.O. 11988)                                                                   | Federal | N/A | N/A | N/A | N/A |
| Federal  Aviation Administration § 77.15 Permit  (14 CFR 77)                                      | Federal | Y | X | X | X |
| **PERMITS, PLANS, & DETERMINATIONS NEEDED  FOR ANY CONSTRUCTION**                             |
| **Air Quality Protection Permitting**                                                                  |
| DOE  Spent Fuel Agreement/Contract (NWPA 1982)                                                         | Federal | N | O | O | O |
| Bureau  of Air Quality Construction Permit (May include contractor small  sources)  (SC R. 61-62) | State DHEC | Y | O/X | O | X |
| Concrete  Batch Plant BAQ Permit (Form IIF) (May be part of BAQ Construction Permit)  (SC R. 61-62)    | State DHEC | Y | O/X | O | X |
| **Surface Water Protection Permitting**                                                                |
| Dam  Repair/Alterations Permit  (SC R. 72-1 through R. 72-9)                                           | State DHEC | N/A | N/A | N/A | N/A |
| Water  Use Permit (Water withdrawal from Broad River)                                                  | Federal | N/A | N/A | N/A | N/A |

 

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**EXHIBIT C**

**Permits**

 
| **Listing of Required Permits and Licenses**                                                                                                                                                                                                                                                                                      |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **PERMITS,  PLANS, & DETERMINATIONS  NEEDED**                                                                                                                                                                                                                                                                            | **PERMIT  TYPE** | **DESIGN  DATA  NEEDED (Y/N)** | **DEVELOP  PERMIT** | **OWNER /  HOLDER** | **IMPLEMENT  PERMIT** |
| Sec  401 Water Quality Certification (SCDHEC)  (SC R61-101)                                                                                                                                                                                                                                                                       | State | Y | O/X | O | X |
| Public  Water Supply System (Potable Water)  (SC R. 61-58.)                                                                                                                                                                                                                                                                       | State DHEC | Y | O/X | O | X |
| Sec  404 Dredge & Fill Permit (Corps of Engineers) Dredging of Ponds and  River (33 CFR 323)  Construction in  Wetlands (33 CFR 330)  Wetland and/or  stream fill Construction of Intake/Discharge Structures (33 CFR  322/Section 10 Rivers and Harbors Act)and Impact to Navigable Waters (33  USC 403) | Federal/State | Y | O/X | O | X |
| County  Septic Tank Permit                                                                                                                                                                                                                                                                                                        | County | N/A | N/A | N/A | N/A |

 

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**EXHIBIT C**

**Permits**

 
| **Listing of Required Permits and Licenses**                                                                                                                 |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **PERMITS,  PLANS, & DETERMINATIONS  NEEDED**                                                                                                       | **PERMIT  TYPE** | **DESIGN  DATA  NEEDED (Y/N)** | **DEVELOP  PERMIT** | **OWNER /  HOLDER** | **IMPLEMENT  PERMIT** |
| NPDES  Permit to Construct Sanitary Wastewater Wastewater Treatment Intake Structure  (33 CFR 322) Discharge structure (SC R. 61-9)                          | State DHEC | Y | O/X | O | X |
| NPDES  Permit - Concrete Batch Plant (SC R. 61-9)                                                                                                            | State DHEC | Y | O/X | O | X |
| NPDES  Stormwater Permit Construction Storm Water Pollution Prevention Plan (SWPPP) Erosion  Control Plan Grading Permit Notice of Intent (NOI) (SC R. 61-9) | State DHEC | Y | O/X | O | X |
| CZMA  Approval / Waiver                                                                                                                                      | State/Federal | Y | O | O | O |
| Facility  Response Plan for Oil Spills (40 CFR 112, SC R. 61-9 BMP)                                                                                          | State | N/A | N/A | N/A | N/A |

 

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**EXHIBIT C**

**Permits**

 
| **Listing of Required Permits and Licenses**                                                                         |
|----------------------------------------------------------------------------------------------------------------------|
| **PERMITS,  PLANS, & DETERMINATIONS  NEEDED**                                                               | **PERMIT  TYPE** | **DESIGN  DATA  NEEDED (Y/N)** | **DEVELOP  PERMIT** | **OWNER /  HOLDER** | **IMPLEMENT  PERMIT** |
| **Groundwater/Drinking Water Protection Permitting**                                                                 |
| Diesel Fuel Storage Tank (UST) Installation  Permit (Potentially not required for above ground tanks)  (SC R. 61-92) | State DHEC | N/A | N/A | N/A | N/A |
| **Waste  Management Permitting**                                                                                     |
| Construction &  Demolition Landfill  (SC R. 61-71, R. 61-107.258, R. 61-107.11, and R. 61-107.13)           | State DHEC | Y | O/X | O | X |
| Pollution  Prevention and Waste Minimization Plan (RCRA)  (SC R. 61-79, and SC R. 61-104)                            | State DHEC | N/A | N/A | N/A | N/A |
| Process  Waste Disposal/RCRA ID Number  (SC R. 61-79, and SC R. 61-104)                                              | State DHEC | Y | O/X | O | X |
| Used  Oil Disposal  (SC R. 61-79, and SC R. 61-104)                                                                  | State | N/A | N/A | N/A | N/A |
| **Miscellaneous Permits**                                                                                            |
| NRC  COL                                                                                                             | NRC | N/A | N/A | N/A | N/A |
| FERC  License Revision (Project 1894)                                                                                | FERC License | Y | O/X | O | O |
| ASME  Owners Certification (NCA-3230)                                                                                | ASME | N/A | O | O | O |

 

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**EXHIBIT C**

**Permits**

 
| **Listing of Required Permits and Licenses**                                                 |
|----------------------------------------------------------------------------------------------|
| **PERMITS,  PLANS, & DETERMINATIONS  NEEDED**                                       | **PERMIT  TYPE** | **DESIGN  DATA  NEEDED (Y/N)** | **DEVELOP  PERMIT** | **OWNER /  HOLDER** | **IMPLEMENT  PERMIT** |
| Parr/FFPS  and Railroad Easements                                                            | SCE&G | Y | O/X | O | O |
| SC  Business License                                                                         | State | N/A | N/A | N/A | N/A |
| Release  from “Land Application” status for areas in and around L50.               | State DHEC | N/A | N/A | N/A | N/A |
| Engineering  Report [International Building Codes, Sec 1704)  (Fairfield Co Building Safety) | County | Y | X | X | X |
| Building  Permit [Offices & warehouses only]  (Fairfield Co Building Safety)        | County | Y | X | X | X |
| DOT  Highway Encroachment/Modifications                                                      | State DOT | N/A | N/A | N/A | N/A |
| Blasting  Permit                                                                             | State | N | X | X | X |
| Certificate  of Public Convenience and Necessity (SC Public Service Commission)              | State | Y | O/X | O | O |
| **PERMITS, PLANS, & DETERMINATIONS NEEDED  FOR OPERATION**                          |
| **Air Quality Protection Permitting**                                                        |
| Title  V Air Operating Permit or Conditional Major Source Permit  (SC R. 61-62)              | State DHEC | Y | O/X | O | O |

 

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**EXHIBIT C**

**Permits**

 
| **Listing of Required Permits and Licenses**                                                                               |
|----------------------------------------------------------------------------------------------------------------------------|
| **PERMITS,  PLANS, & DETERMINATIONS  NEEDED**                                                                     | **PERMIT  TYPE** | **DESIGN  DATA  NEEDED (Y/N)** | **DEVELOP  PERMIT** | **OWNER /  HOLDER** | **IMPLEMENT  PERMIT** |
| **Surface Water Protection Permitting**                                                                                    |
| NPDES  Permit Sanitary Wastewater Discharge Wastewater Treatment Discharge Cooling Tower  Blowdown Discharge  (SC R. 61-9) | State DHEC | Y | O/X | O | O |
| Operations  SPCC Plan  (40 CFR 112, SC R. 61-9)                                                                            | State | Y | N/A | N/A | N/A |
| NPDES  Operations Stormwater Permit Operations Storm Water Pollution Prevention Plan  (SWPPP) (SC R. 61-9)                 | StateDHEC | Y | O/X | O | O |
| **Groundwater/Drinking Water Protection Permitting**                                                                       |
| Diesel  Fuel Storage Tank (UST) Operating Permit (Potentially not required for above  ground tanks) (SC  R. 61-92)         | State DHEC | N/A | N/A | N/A | N/A |

 

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**EXHIBIT C**

**Permits**

 
| **Listing of Required Permits and Licenses**                                       |
|------------------------------------------------------------------------------------|
| **PERMITS,  PLANS, & DETERMINATIONS  NEEDED**                             | **PERMIT  TYPE** | **DESIGN  DATA  NEEDED (Y/N)** | **DEVELOP  PERMIT** | **OWNER /  HOLDER** | **IMPLEMENT  PERMIT** |
| **Waste Management Permitting**                                                    |
| Process  Waste Disposal/RCRA ID Number  (SC R. 61-79, and SC R. 61-104)            | State | Y | O/X | O | O |
| Pollution  Prevention and Waste Minimization Plan  (SC R. 61-79, and SC R. 61-104) | State | Y | O/X | O | O |
| Radioactive  Materials/Transport License  (SC R 61-63 and R 61-83)                 | State DHEC | N | O | O | O |
| SNM  License  10 CFR 30, 40 and 70                                                 | Federal NRC | N | O | O | O |
| Certificate  to Transport Hazardous Materials  (40 CFR and SC R 61-79)             | Federal/ DOT | N | O | O | O |

 

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**EXHIBIT D**

**AP1000 —ProjectExecution Plan Processes**

 

Capitalizedterms used herein and not otherwise defined herein have the meanings assignedto such terms in the Agreement to which this Exhibit D is appended.

 

The Project ExecutionPlan will incorporate the following processes. The Parties may mutually agree to modify the title or description ofsuch processes or add additional processes to the Project Execution Plan.

 
| **Process Title**                  | ** ** | **Process  Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|------------------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                         | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| **Project  Management Plan**       |       | Describes the project  organizational structure, work scope and division of responsibilities, top  level project schedule and list of key deliverables. Outlines the  responsibility assignments, top level principles, strategies, systems and  processes employed in the project. This process will address the Limited  Notice(s) to Proceed issued by Owner to authorize the Phase 1 Work. This  process will also address Project Schedule adjustments, including those  related to first concrete pouring and COL approval. |
| ** **                         |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **Risk  Management**               |       | Defines process to  identify, assess, categorize manage and track risk items. It includes process  to report status of risk mitigation and track to completion.                                                                                                                                                                                                                                                                                                                                                                        |
| ** **                         |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **Schedule**                       |       | Defines the process of  creating and controlling the Project Schedule with an agreed integrated work  breakdown structure for the identification of activity (IDs) with appropriate  links between design finalization, procurement and construction.                                                                                                                                                                                                                                                                                  |
| ** **                         |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **Supply  Chain/Procurement Plan** |       | Describes processes,  procedures, roles and responsibilities for the demand plan, supply plan, risk  management and procurement/logistics processes for the purchase of goods and  services. Provides a coordinated strategy to ensure on-time delivery of cost  effective, quality products and services.                                                                                                                                                                                                                             |
| ** **                         |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **Construction  Execution Plan**   |       | Establish the  construction philosophy and planned approach for the AP1000 Standard Plant,  such that execution of the construction portion of the Work will be completed  in accordance with the requirements of the Agreement and Subcontracts.******This plan defines the scope of  the construction portion of the Work, Contractor’s project management team’s  organization, and how the construction portion of the Work will be managed.                                                                             |

 

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| **Process Title**                        | ** ** | **Process  Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|------------------------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                               | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| **Module  Plan**                         |       | Document the process  and infrastructure required for completion of module planning, design,  procurement, fabrication and assembly, testing, delivery, storage, Site  assembly, outfitting and installation to support construction of the AP1000  Nuclear Power Plant (the “AP1000”). Establishes process for vendor selection  and lists selected fabricators for each module. Lists the  structural/mechanical modules and piping assemblies and identifies  Contractor’s or Subcontractors’******organizations  responsible for design/supply of each module. |
| ** **                               |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **Quality  Assurance Plan**              |       | Description of  requirements of Quality Assurance Program******and how  the Westinghouse Quality Management System and Shaw Stone & Webster  Quality Assurance Program are implemented and identifies supplemental  procedures that will be required.                                                                                                                                                                                                                                                                                                                         |
| ** **                               |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **Process  Improvement/Lessons Learned** |       | Process to identify and  evaluate lessons learned from AP1000 and other projects and maintain them in  a centralized system. Describes how to submit, evaluate and distribute  lessons learned and recommend corrective actions.                                                                                                                                                                                                                                                                                                                                                       |
| ** **                               |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **Project  Engineering Plan**            |       | An upper level program  document that provides the description and guidance for executing the  responsibilities, functions and activities of Contractor’s engineering  organizations for AP1000 projects. Summarizes the interfaces, interactions  and relationships with the rest of the AP1000 project organization. It does  not contain detailed program descriptions or implementing procedures; rather,  it references the detailed program descriptions and their respective  implementing procedures.                                                                     |
| ** **                               |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **Project  Completion and Closeout**     |       | Identifies activities  required to document completion of the Work. Identifies documentation  required to document that a Unit has been delivered, constructed and tested  in accordance with the terms of the Agreement and the deliverables have been  provided and accepted by Owner, and all contract related commercial issues  have been resolved.                                                                                                                                                                                                                               |

 

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| **Process Title**                    | ** ** | **Process  Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|--------------------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                           | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **Project  Controls Plan**           |       | Describes the  measurement, monitoring and forecasting methods for the change control  process for schedule and cost with necessary approval and reporting.  Describes the project controls to be utilized and describes the project  controls organization and responsibilities. The cost controls area will also  define the processes, procedures, roles, and responsibilities for how  invoices and adjustments to invoices (i.e. escalation, contingency) will be  submitted to Owner and how costs will be reported to Owner to fulfill FERC  and South Carolina Public Service Commission requirements. |
| ** **                           |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| **System  Turnover**                 |       | Establishes the  requirements and responsibilities for the Turnover process from construction  to startup. Define the scope and verification of Work completion for  Contractor Turnover of a Unit to the Owner and its Operator.                                                                                                                                                                                                                                                                                                                                                                              |
| ** **                           |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| **Start-up  and Commissioning**      |       | Describes test  activities associated with Preoperational Test and Start-up Test programs.  Defines test sequencing procedures and Level 3 test schedules. Defines roles  and responsibilities, Site staff assumptions, and number of test personnel to  achieve the test program. Lists Preoperational Test and Start-up Test ITAACs.  Addresses interface with Turnover.                                                                                                                                                                                                                                     |
| ** **                           |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| **Communication  Plan**              |       | Provide clear and  effective formal Contractor communications, including information that  affects schedule, engineering, construction, quality, procurement or  contractual matters between Contractor and Owner, Subcontractors, and  relevant third parties. Provide project documentation distribution matrix to  Owner.                                                                                                                                                                                                                                                                                   |
| ** **                           |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| **Contract/Subcontract  Management** |       | Describe how the  contractual and financial requirements will be managed and executed between  Owner and Contractor from execution of the Agreement to Final Completion.  Includes the management of the agreement between the Consortium Members. Describes  philosophy of flow down obligations and integration from the Consortium  Members to their Subcontracts as specifically related to the Agreement.                                                                                                                                                                                                 |
| ** **                           |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| **Regulatory/Licensing  Management** |       | Identifies requirements  and describes regulatory submittals and interactions with the NRC during each  phase, pre-COLA application, COL support, ITAAC in planning, NRC oversight of  procurement, fabrication and construction.                                                                                                                                                                                                                                                                                                                                                                              |

 

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| **Process Title**                      | ** ** | **Process  Description**                                                                                                                                                                                                                                                                                                                                                    |
|----------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                             | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                  |
| **AP1000  Configuration Management**   |       | Documents adherence to  10 CFR Part 50, Appendix B in design and configuration control as the  Work evolves from engineering through procurement, construction and Turnover.  Documents general inter-organization processes for design and configuration  management and control.                                                                                     |
| ** **                             |       |                                                                                                                                                                                                                                                                                                                                                                        |
| **AP1000  Standardization Management** |       | Outline the reasons and  benefits of domestic and international design standardization of the AP1000  and establish limits for standardization.                                                                                                                                                                                                                             |
| ** **                             |       |                                                                                                                                                                                                                                                                                                                                                                        |
| **Resource  Staffing Management**      |       | Process to manage the  project resources with emphasis on staffing. Necessary instructions to  resource with competent individuals with the necessary training and  qualifications to deliver a quality product. Controls will be specified to  check individual qualifications and provide supplemental training for site  activities.                                     |
| ** **                             |       |                                                                                                                                                                                                                                                                                                                                                                        |
| **Information  Management System**     |       | Develop central  database and “air traffic control” system using Smart Plant Foundation with  links to the sources of information. Identify/document processes for  populating, maintaining, delivering and accessing information. Define unique  plant information technology infrastructure requirements needed for  information management system to function. |

 

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**Exhibit E**

**ProjectSchedule**

 

The Project Schedule (andany revisions thereto) is the Primavera schedule.

 

The Project Schedule forconstruction of the Standard Plant is provided on the Attachment based on theFull Notice to Proceed being received no later than [**].

 

[**] Contractor willprepare and deliver to Owner a Site specific Project Schedule that willincorporate the Site specific Work with a Site specific construction schedule[**].  Both Parties will work together inthis Project Schedule change development [**].

 

Contractor shall performthe Work under this Agreement in accordance with the Project Schedule.  The Project Schedule shall be updatedthroughout the Contractor’s performance of the Work as necessary to meet thefollowing Milestones, as adjusted based on the Site specific Project Scheduledescribed above.

 

CriticalMilestones

 

[**]

 

[**]

 

[**]

 

[**]

 

[**]

 

[**]

 

[**]

 

[**]

 

[**]

 

Notes:

 

1.               [**]

2.               [**]

 

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[**A 25-page schedule to Exhibit E—ProjectSchedule has been omitted in its entirety pursuant to a request forconfidential treatment and filed separately with the Securities and ExchangeCommission.**]

 

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**EXHIBIT F-1**

**Milestone Payment Schedule**

 

This Exhibit F-1 provides the Payment Schedules for the[**] portions of the Agreement.  Thesepayments will be invoiced in accordance with the provisions of Article 8— Payments, Exhibit H - Pricing and Exhibit J- PriceAdjustment Provisions.

 

Capitalized terms used herein and not defined herein have the meaningassigned in the Agreement.

 

TheWestinghouse Phase 1A work with a value of [**] and the Stone &Webster Phase 1A Work with a value of [**] were paid under separateagreements.  These amounts are includedin Exhibit H - Pricing but are not included in any of the below paymentschedule tables.

 

MilestonePayment Schedules will be revisited, once the Project Schedule is completed, toset the payments to the appropriate set of Milestones reflecting the Workassociated with the payments, by [**].

 

----

“[**]”in this Exhibit 10.01 indicates material that has been omitted pursuant to arequest for confidential treatment and filed separately with the Securities andExchange Commission.

 

Page 1 of 46

----

 
| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

F.1           [**]

 

F.1.1        Westinghouse [**] Payments

 
| **Estimated    Invoice   Date** | **Component**     | **Milestone** | **Unit  2   Invoice   Amount** | **Unit  3   Invoice   Amount** | **Adjustment** |
|---------------------------------|-------------------|---------------|--------------------------------|--------------------------------|----------------|
| [**]                            | RCP               | [**]          | [**]                           | [**]                           | [**]           |
| [**]                            | S/G               | [**]          | [**]                           | [**]                           | [**]           |
| [**]                            | RVI               | [**]          | [**]                           |                           | [**]           |
| [**]                            | RV                | [**]          | [**]                           | [**]                           | [**]           |
| [**]                            | Squib Valves      | [**]          | [**]                           | [**]                           | [**]           |
| [**]                            | Passive RHR Hx    | [**]          | [**]                           | [**]                           | [**]           |
| [**]                            | CMT               | [**]          | [**]                           | [**]                           | [**]           |
| [**]                            | ACT               | [**]          | [**]                           | [**]                           | [**]           |
| [**]                            | RCL Pipe          | [**]          | [**]                           | [**]                           | [**]           |
| [**]                            | IHP               | [**]          | [**]                           | [**]                           | [**]           |
| [**]                            | Pressurizer       | [**]          | [**]                           | [**]                           | [**]           |
| [**]                            | CRDMs             | [**]          | [**]                           | [**]                           | [**]           |
| [**]                            | RCP               | [**]          | [**]                           | [**]                           | [**]           |
| [**]                            | VFD               | [**]          | [**]                           | [**]                           | [**]           |
| [**]                            | I&C/Simulator | [**]          | [**]                           | [**]                           | [**]           |
| [**]                            | I&C/Simulator | [**]          | [**]                           |                           | [**]           |
| [**]                            | Project           | [**]          | [**]                           |                           | [**]           |
| [**]                            | VFD               | [**]          | [**]                           | [**]                           | [**]           |
| [**]                            | S/G               | [**]          | [**]                           | [**]                           | [**]           |
| [**]                            | RVI               | [**]          | [**]                           | [**]                           | [**]           |
| [**]                            | RV                | [**]          | [**]                           | [**]                           | [**]           |
| [**]                            | CMT               | [**]          | [**]                           | [**]                           | [**]           |
| [**]                            | ACT               | [**]          | [**]                           | [**]                           | [**]           |
| [**]                            | Pressurizer       | [**]          | [**]                           | [**]                           | [**]           |
| [**]                            | RCL Pipe          | [**]          | [**]                           | [**]                           | [**]           |
| [**]                            | IHP               | [**]          | [**]                           | [**]                           | [**]           |

 

----

“[**]”in this Exhibit 10.01 indicates material that has been omitted pursuant to arequest for confidential treatment and filed separately with the Securities andExchange Commission.

 

Page 2 of 46

----

 
| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 
| **Estimated    Invoice   Date** | **Component**      | **Milestone** | **Unit  2   Invoice   Amount** | **Unit  3   Invoice   Amount** | **Adjustment** |
|---------------------------------|--------------------|---------------|--------------------------------|--------------------------------|----------------|
| [**]                            | Project            | [**]          | [**]                           |                           | [**]           |
| [**]                            | CRDMs              | [**]          | [**]                           | [**]                           | [**]           |
| [**]                            | Passive RHR Hx     | [**]          | [**]                           | [**]                           | [**]           |
| [**]                            | S/G                | [**]          | [**]                           | [**]                           | [**]           |
| [**]                            | RCP                | [**]          | [**]                           | [**]                           | [**]           |
| [**]                            | IHP                | [**]          | [**]                           | [**]                           | [**]           |
| [**]                            | Project            | [**]          | [**]                           |                           | [**]           |
| [**]                            | RCP                | [**]          | [**]                           | [**]                           | [**]           |
| [**]                            | ACT                | [**]          | [**]                           |                           | [**]           |
| [**]                            | ACT                | [**]          |                           | [**]                           | [**]           |
| [**]                            | T/G                | [**]          | [**]                           | [**]                           | [**]           |
| [**]                            | Main  Transformers | [**]          | [**]                           | [**]                           | [**]           |
| [**]                            | Project            | [**]          | [**]                           |                           | [**]           |
| [**]                            | Squib Valves       | [**]          | [**]                           | [**]                           | [**]           |
| [**]                            | RCP                | [**]          | [**]                           | [**]                           | [**]           |
| [**]                            | CMT                | [**]          | [**]                           |                           | [**]           |
| [**]                            | CMT                | [**]          |                           | [**]                           | [**]           |
| [**]                            | Project            | [**]          | [**]                           |                           | [**]           |
| [**]                            | RCP                | [**]          | [**]                           | [**]                           | [**]           |
| [**]                            | Passive RHR Hx     | [**]          | [**]                           | [**]                           | [**]           |
| [**]                            | Royalties          | [**]          | [**]                           |                           | [**]           |
| [**]                            | T/G                | [**]          | [**]                           |                           | [**]           |
| [**]                            | Project            | [**]          | [**]                           |                           | [**]           |
| [**]                            | RV                 | [**]          | [**]                           |                           | [**]           |
| [**]                            | I&C/Simulator  | [**]          | [**]                           |                           | [**]           |
| [**]                            | I&C/Simulator  | [**]          |                           | [**]                           | [**]           |
| [**]                            | RVI                | [**]          | [**]                           | [**]                           | [**]           |
| [**]                            | IHP                | [**]          | [**]                           |                           | [**]           |
| [**]                            | Project            | [**]          | [**]                           |                           | [**]           |

 

----

“[**]”in this Exhibit 10.01 indicates material that has been omitted pursuant to arequest for confidential treatment and filed separately with the Securities andExchange Commission.

 

Page 3 of 46

----

 
| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 
| **Estimated    Invoice   Date** | **Component**     | **Milestone** | **Unit  2   Invoice   Amount** | **Unit  3   Invoice   Amount** | **Adjustment** |
|---------------------------------|-------------------|---------------|--------------------------------|--------------------------------|----------------|
| [**]                            | RCP               | [**]          | [**]                           |                           | [**]           |
| [**]                            | T/G               | [**]          | [**]                           |                           | [**]           |
| [**]                            | CMT               | [**]          | [**]                           |                           | [**]           |
| [**]                            | RCL Pipe          | [**]          | [**]                           |                           | [**]           |
| [**]                            | RCL Pipe          | [**]          |                           | [**]                           | [**]           |
| [**]                            | Pressurizer       | [**]          | [**]                           |                           | [**]           |
| [**]                            | Pressurizer       | [**]          |                           | [**]                           | [**]           |
| [**]                            | Project           | [**]          | [**]                           |                           | [**]           |
| [**]                            | RVI               | [**]          | [**]                           |                           | [**]           |
| [**]                            | CMT               | [**]          | [**]                           |                           | [**]           |
| [**]                            | Pressurizer       | [**]          | [**]                           |                           | [**]           |
| [**]                            | CRDMs             | [**]          | [**]                           |                           | [**]           |
| [**]                            | RVI               | [**]          | [**]                           |                           | [**]           |
| [**]                            | Passive RHR Hx    | [**]          | [**]                           | [**]                           | [**]           |
| [**]                            | IHP               | [**]          | [**]                           |                           | [**]           |
| [**]                            | CRDMs             | [**]          | [**]                           |                           | [**]           |
| [**]                            | I&C/Simulator | [**]          | [**]                           |                           | [**]           |
| [**]                            | I&C/Simulator | [**]          |                           | [**]                           | [**]           |
| [**]                            | Project           | [**]          | [**]                           |                           | [**]           |
| [**]                            | RCP               | [**]          |                           | [**]                           | [**]           |
| [**]                            | S/G               | [**]          | [**]                           |                           | [**]           |
| [**]                            | RV                | [**]          | [**]                           |                           | [**]           |
| [**]                            | ACT               | [**]          | [**]                           |                           | [**]           |
| [**]                            | T/G               | [**]          | [**]                           |                           | [**]           |
| [**]                            | T/G               | [**]          |                           | [**]                           | [**]           |
| [**]                            | RV                | [**]          | [**]                           |                           | [**]           |
| [**]                            | Polar Crane       | [**]          | [**]                           | [**]                           | [**]           |
| [**]                            | RCL Pipe          | [**]          | [**]                           |                           | [**]           |

 

----

“[**]”in this Exhibit 10.01 indicates material that has been omitted pursuant to arequest for confidential treatment and filed separately with the Securities andExchange Commission.

 

Page 4 of 46

----

 
| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 
| **Estimated    Invoice   Date** | **Component**     | **Milestone** | **Unit  2   Invoice   Amount** | **Unit  3   Invoice   Amount** | **Adjustment** |
|---------------------------------|-------------------|---------------|--------------------------------|--------------------------------|----------------|
| [**]                            | CRDMs             | [**]          | [**]                           |                           | [**]           |
| [**]                            | I&C/Simulator | [**]          | [**]                           |                           | [**]           |
| [**]                            | I&C/Simulator | [**]          |                           | [**]                           | [**]           |
| [**]                            | S/G               | [**]          | [**]                           |                           | [**]           |
| [**]                            | ACT               | [**]          | [**]                           |                           | [**]           |
| [**]                            | I&C/Simulator | [**]          | [**]                           |                           | [**]           |
| [**]                            | I&C/Simulator | [**]          |                           | [**]                           | [**]           |
| [**]                            | I&C/Simulator | [**]          | [**]                           |                           | [**]           |
| [**]                            | Project           | [**]          | [**]                           |                           | [**]           |
| [**]                            | I&C/Simulator | [**]          | [**]                           |                           | [**]           |
| [**]                            | I&C/Simulator | [**]          |                           | [**]                           | [**]           |
| [**]                            | RCP               | [**]          | [**]                           |                           | [**]           |
| [**]                            | RVI               | [**]          | [**]                           |                           | [**]           |
| [**]                            | CRDMs             | [**]          | [**]                           |                           | [**]           |
| [**]                            | RV                | [**]          |                           | [**]                           | [**]           |
| [**]                            | RV                | [**]          | [**]                           |                           | [**]           |
| [**]                            | CMT               | [**]          | [**]                           |                           | [**]           |
| [**]                            | RCL Pipe          | [**]          | [**]                           |                           | [**]           |
| [**]                            | I&C/Simulator | [**]          | [**]                           |                           | [**]           |
| [**]                            | I&C/Simulator | [**]          |                           | [**]                           | [**]           |
| [**]                            | RVI               | [**]          |                           | [**]                           | [**]           |
| [**]                            | RVI               | [**]          | [**]                           |                           | [**]           |
| [**]                            | IHP               | [**]          |                           | [**]                           | [**]           |
| [**]                            | Allowance         | [**]          | [**]                           |                           | [**]           |
| [**]                            | Allowance         | [**]          | [**]                           |                           | [**]           |
| [**]                            | Project           | [**]          | [**]                           |                           | [**]           |
| [**]                            | CMT               | [**]          | [**]                           |                           | [**]           |
| [**]                            | Polar Crane       | [**]          | [**]                           |                           | [**]           |
| [**]                            | Polar Crane       | [**]          |                           | [**]                           | [**]           |

 

----

“[**]”in this Exhibit 10.01 indicates material that has been omitted pursuant to arequest for confidential treatment and filed separately with the Securities andExchange Commission.

 

Page 5 of 46

----

 
| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 
| **Estimated    Invoice   Date** | **Component**        | **Milestone** | **Unit  2   Invoice   Amount** | **Unit  3   Invoice   Amount** | **Adjustment** |
|---------------------------------|----------------------|---------------|--------------------------------|--------------------------------|----------------|
| [**]                            | S/G                  | [**]          | [**]                           |                           | [**]           |
| [**]                            | CMT                  | [**]          | [**]                           |                           | [**]           |
| [**]                            | CRDMs                | [**]          | [**]                           |                           | [**]           |
| [**]                            | RV                   | [**]          | [**]                           |                           | [**]           |
| [**]                            | Squib Valves         | [**]          | [**]                           |                           | [**]           |
| [**]                            | ACT                  | [**]          | [**]                           |                           | [**]           |
| [**]                            | Polar Crane          | [**]          | [**]                           |                           | [**]           |
| [**]                            | Polar Crane          | [**]          |                           | [**]                           | [**]           |
| [**]                            | Project              | [**]          | [**]                           |                           | [**]           |
| [**]                            | T/G                  | [**]          | [**]                           |                           | [**]           |
| [**]                            | T/G                  | [**]          |                           | [**]                           | [**]           |
| [**]                            | VFD                  | [**]          | [**]                           |                           | [**]           |
| [**]                            | RVI                  | [**]          |                           | [**]                           | [**]           |
| [**]                            | CRDMs                | [**]          |                           | [**]                           | [**]           |
| [**]                            | I&C/Simulator    | [**]          | [**]                           |                           | [**]           |
| [**]                            | I&C/Simulator    | [**]          |                           | [**]                           | [**]           |
| [**]                            | Polar Crane          | [**]          | [**]                           |                           | [**]           |
| [**]                            | Polar Crane          | [**]          |                           | [**]                           | [**]           |
| [**]                            | RVI                  | [**]          |                           | [**]                           | [**]           |
| [**]                            | IHP                  | [**]          |                           | [**]                           | [**]           |
| [**]                            | Fuel Hand’l Mch | [**]          | [**]                           | [**]                           | [**]           |
| [**]                            | Refueling Mach       | [**]          | [**]                           | [**]                           | [**]           |
| [**]                            | CRDMs                | [**]          |                           | [**]                           | [**]           |
| [**]                            | RCP                  | [**]          |                           | [**]                           | [**]           |
| [**]                            | VFD                  | [**]          | [**]                           | [**]                           | [**]           |
| [**]                            | S/G                  | [**]          | [**]                           |                           | [**]           |
| [**]                            | RVI                  | [**]          | [**]                           |                           | [**]           |

 

----

“[**]”in this Exhibit 10.01 indicates material that has been omitted pursuant to arequest for confidential treatment and filed separately with the Securities andExchange Commission.

 

Page 6 of 46

----

 
| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 
| **Estimated    Invoice   Date** | **Component**        | **Milestone** | **Unit  2   Invoice   Amount** | **Unit  3   Invoice   Amount** | **Adjustment** |
|---------------------------------|----------------------|---------------|--------------------------------|--------------------------------|----------------|
| [**]                            | RV                   | [**]          | [**]                           |                           | [**]           |
| [**]                            | ACT                  | [**]          | [**]                           |                           | [**]           |
| [**]                            | Pressurizer          | [**]          | [**]                           |                           | [**]           |
| [**]                            | Project              | [**]          | [**]                           |                           | [**]           |
| [**]                            | S/G                  | [**]          |                           | [**]                           | [**]           |
| [**]                            | RV                   | [**]          |                           | [**]                           | [**]           |
| [**]                            | ACT                  | [**]          |                           | [**]                           | [**]           |
| [**]                            | RV                   | [**]          |                           | [**]                           | [**]           |
| [**]                            | RCL Pipe             | [**]          |                           | [**]                           | [**]           |
| [**]                            | Fuel Hand’l Mch | [**]          | [**]                           | [**]                           | [**]           |
| [**]                            | CRDMs                | [**]          | [**]                           |                           | [**]           |
| [**]                            | CRDMs                | [**]          |                           | [**]                           | [**]           |
| [**]                            | T/G                  | [**]          | [**]                           |                           | [**]           |
| [**]                            | T/G                  | [**]          |                           | [**]                           | [**]           |
| [**]                            | Refueling Mach       | [**]          | [**]                           | [**]                           | [**]           |
| [**]                            | RCP                  | [**]          | [**]                           |                           | [**]           |
| [**]                            | S/G                  | [**]          |                           | [**]                           | [**]           |
| [**]                            | RVI                  | [**]          | [**]                           |                           | [**]           |
| [**]                            | ACT                  | [**]          | [**]                           |                           | [**]           |
| [**]                            | ACT                  | [**]          |                           | [**]                           | [**]           |
| [**]                            | IHP                  | [**]          | [**]                           |                           | [**]           |
| [**]                            | Pressurizer          | [**]          | [**]                           |                           | [**]           |
| [**]                            | I&C/Simulator    | [**]          | [**]                           |                           | [**]           |
| [**]                            | I&C/Simulator    | [**]          | [**]                           |                           | [**]           |
| [**]                            | I&C/Simulator    | [**]          |                           | [**]                           | [**]           |
| [**]                            | I&C/Simulator    | [**]          |                           | [**]                           | [**]           |

 

----

“[**]”in this Exhibit 10.01 indicates material that has been omitted pursuant to arequest for confidential treatment and filed separately with the Securities andExchange Commission.

 

Page 7 of 46

----

 
| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 
| **Estimated    Invoice   Date** | **Component**       | **Milestone** | **Unit  2   Invoice   Amount** | **Unit  3   Invoice   Amount** | **Adjustment** |
|---------------------------------|---------------------|---------------|--------------------------------|--------------------------------|----------------|
| [**]                            | Project             | [**]          | [**]                           |                           | [**]           |
| [**]                            | S/G                 | [**]          | [**]                           |                           | [**]           |
| [**]                            | RVI                 | [**]          |                           | [**]                           | [**]           |
| [**]                            | Squib Valves        | [**]          | [**]                           |                           | [**]           |
| [**]                            | Passive RHR Hx      | [**]          | [**]                           |                           | [**]           |
| [**]                            | CRDMs               | [**]          | [**]                           |                           | [**]           |
| [**]                            | CRDMs               | [**]          |                           | [**]                           | [**]           |
| [**]                            | I&C/Simulator   | [**]          | [**]                           |                           | [**]           |
| [**]                            | I&C/Simulator   | [**]          | [**]                           |                           | [**]           |
| [**]                            | I&C/Simulator   | [**]          | [**]                           |                           | [**]           |
| [**]                            | I&C/Simulator   | [**]          | [**]                           |                           | [**]           |
| [**]                            | I&C/Simulator   | [**]          |                           | [**]                           | [**]           |
| [**]                            | I&C/Simulator   | [**]          |                           | [**]                           | [**]           |
| [**]                            | I&C/Simulator   | [**]          |                           | [**]                           | [**]           |
| [**]                            | I&C/Simulator   | [**]          |                           | [**]                           | [**]           |
| [**]                            | Spt Fuel Strg  Rack | [**]          | [**]                           | [**]                           | [**]           |
| [**]                            | S/G                 | [**]          | [**]                           |                           | [**]           |
| [**]                            | RV                  | [**]          |                           | [**]                           | [**]           |
| [**]                            | RCL Pipe            | [**]          | [**]                           |                           | [**]           |
| [**]                            | RCL Pipe            | [**]          |                           | [**]                           | [**]           |
| [**]                            | Pressurizer         | [**]          | [**]                           |                           | [**]           |
| [**]                            | RVI                 | [**]          |                           | [**]                           | [**]           |
| [**]                            | Passive RHR Hx      | [**]          | [**]                           |                           | [**]           |
| [**]                            | IHP                 | [**]          | [**]                           |                           | [**]           |
| [**]                            | Project             | [**]          | [**]                           |                           | [**]           |
| [**]                            | Passive RHR Hx      | [**]          | [**]                           |                           | [**]           |
| [**]                            | Polar Crane         | [**]          | [**]                           |                           | [**]           |
| [**]                            | VFD                 | [**]          | [**]                           |                           | [**]           |
| [**]                            | S/G                 | [**]          |                           | [**]                           | [**]           |
| [**]                            | S/G                 | [**]          | [**]                           |                           | [**]           |

 

----

“[**]”in this Exhibit 10.01 indicates material that has been omitted pursuant to arequest for confidential treatment and filed separately with the Securities andExchange Commission.

 

Page 8 of 46

----

 
| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 
| **Estimated    Invoice   Date** | **Component**       | **Milestone** | **Unit  2   Invoice   Amount** | **Unit  3   Invoice   Amount** | **Adjustment** |
|---------------------------------|---------------------|---------------|--------------------------------|--------------------------------|----------------|
| [**]                            | CMT                 | [**]          |                           | [**]                           | [**]           |
| [**]                            | Pressurizer         | [**]          | [**]                           |                           | [**]           |
| [**]                            | CRDMs               | [**]          |                           | [**]                           | [**]           |
| [**]                            | T/G                 | [**]          | [**]                           |                           | [**]           |
| [**]                            | T/G                 | [**]          |                           | [**]                           | [**]           |
| [**]                            | Aux-Res Xfmr        | [**]          | [**]                           | [**]                           | [**]           |
| [**]                            | Spt Fuel Strg  Rack | [**]          | [**]                           | [**]                           | [**]           |
| [**]                            | Spt Fuel Strg  Rack | [**]          | [**]                           | [**]                           | [**]           |
| [**]                            | RCP                 | [**]          | [**]                           |                           | [**]           |
| [**]                            | RCP                 | [**]          | [**]                           |                           | [**]           |
| [**]                            | RCP                 | [**]          | [**]                           |                           | [**]           |
| [**]                            | RVI                 | [**]          | [**]                           |                           | [**]           |
| [**]                            | RV                  | [**]          |                           | [**]                           | [**]           |
| [**]                            | RV                  | [**]          | [**]                           |                           | [**]           |
| [**]                            | Squib Valves        | [**]          | [**]                           |                           | [**]           |
| [**]                            | Squib Valves        | [**]          |                           | [**]                           | [**]           |
| [**]                            | Passive RHR Hx      | [**]          | [**]                           |                           | [**]           |
| [**]                            | ACT                 | [**]          |                           | [**]                           | [**]           |
| [**]                            | Polar Crane         | [**]          | [**]                           |                           | [**]           |
| [**]                            | Pressurizer         | [**]          | [**]                           |                           | [**]           |
| [**]                            | I&C/Simulator   | [**]          | [**]                           |                           | [**]           |
| [**]                            | Project             | [**]          | [**]                           |                           | [**]           |
| [**]                            | VFD                 | [**]          |                           | [**]                           | [**]           |
| [**]                            | CMT                 | [**]          |                           | [**]                           | [**]           |
| [**]                            | IHP                 | [**]          | [**]                           |                           | [**]           |
| [**]                            | Pressurizer         | [**]          |                           | [**]                           | [**]           |
| [**]                            | Aux-Res Xfmr        | [**]          | [**]                           | [**]                           | [**]           |
| [**]                            | Squib Valves        | [**]          | [**]                           |                           | [**]           |
| [**]                            | IHP                 | [**]          | [**]                           |                           | [**]           |
| [**]                            | Pressurizer         | [**]          | [**]                           |                           | [**]           |

 

----

“[**]”in this Exhibit 10.01 indicates material that has been omitted pursuant to arequest for confidential treatment and filed separately with the Securities andExchange Commission.

 

Page 9 of 46

----

 
| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 
| **Estimated    Invoice   Date** | **Component**      | **Milestone** | **Unit  2   Invoice   Amount** | **Unit  3   Invoice   Amount** | **Adjustment** |
|---------------------------------|--------------------|---------------|--------------------------------|--------------------------------|----------------|
| [**]                            | VFD                | [**]          | [**]                           |                           | [**]           |
| [**]                            | RCP                | [**]          |                           | [**]                           | [**]           |
| [**]                            | S/G                | [**]          |                           | [**]                           | [**]           |
| [**]                            | S/G                | [**]          | [**]                           |                           | [**]           |
| [**]                            | RVI                | [**]          |                           | [**]                           | [**]           |
| [**]                            | RV                 | [**]          |                           | [**]                           | [**]           |
| [**]                            | Passive RHR Hx     | [**]          | [**]                           |                           | [**]           |
| [**]                            | ACT                | [**]          |                           | [**]                           | [**]           |
| [**]                            | Polar Crane        | [**]          | [**]                           |                           | [**]           |
| [**]                            | Pressurizer        | [**]          |                           | [**]                           | [**]           |
| [**]                            | RVI                | [**]          | [**]                           |                           | [**]           |
| [**]                            | RV                 | [**]          | [**]                           |                           | [**]           |
| [**]                            | Squib Valves       | [**]          | [**]                           |                           | [**]           |
| [**]                            | IHP                | [**]          | [**]                           |                           | [**]           |
| [**]                            | T/G                | [**]          |                           | [**]                           | [**]           |
| [**]                            | Main  Transformers | [**]          | [**]                           | [**]                           | [**]           |
| [**]                            | S/G                | [**]          | [**]                           |                           | [**]           |
| [**]                            | CRDMs              | [**]          |                           | [**]                           | [**]           |
| [**]                            | RVI                | [**]          |                           | [**]                           | [**]           |
| [**]                            | ACT                | [**]          |                           | [**]                           | [**]           |
| [**]                            | IHP                | [**]          | [**]                           |                           | [**]           |
| [**]                            | IHP                | [**]          |                           | [**]                           | [**]           |
| [**]                            | Pressurizer        | [**]          |                           | [**]                           | [**]           |
| [**]                            | I&C/Simulator  | [**]          | [**]                           |                           | [**]           |
| [**]                            | I&C/Simulator  | [**]          | [**]                           |                           | [**]           |
| [**]                            | I&C/Simulator  | [**]          | [**]                           |                           | [**]           |

 

----

“[**]”in this Exhibit 10.01 indicates material that has been omitted pursuant to arequest for confidential treatment and filed separately with the Securities andExchange Commission.

 

Page 10 of 46

----

 
| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 
| **Estimated    Invoice   Date** | **Component**     | **Milestone** | **Unit  2   Invoice   Amount** | **Unit  3   Invoice   Amount** | **Adjustment** |
|---------------------------------|-------------------|---------------|--------------------------------|--------------------------------|----------------|
| [**]                            | I&C/Simulator | [**]          |                           | [**]                           | [**]           |
| [**]                            | RCP               | [**]          | [**]                           |                           | [**]           |
| [**]                            | RCP               | [**]          |                           | [**]                           | [**]           |
| [**]                            | RCP               | [**]          |                           | [**]                           | [**]           |
| [**]                            | S/G               | [**]          |                           | [**]                           | [**]           |
| [**]                            | RV                | [**]          | [**]                           |                           | [**]           |
| [**]                            | Squib Valves      | [**]          |                           | [**]                           | [**]           |
| [**]                            | Passive RHR Hx    | [**]          | [**]                           |                           | [**]           |
| [**]                            | Passive RHR Hx    | [**]          |                           | [**]                           | [**]           |
| [**]                            | CRDMs             | [**]          |                           | [**]                           | [**]           |
| [**]                            | S/G               | [**]          |                           | [**]                           | [**]           |
| [**]                            | S/G               | [**]          | [**]                           |                           | [**]           |
| [**]                            | RVI               | [**]          | [**]                           |                           | [**]           |
| [**]                            | CMT               | [**]          |                           | [**]                           | [**]           |
| [**]                            | Polar Crane       | [**]          | [**]                           |                           | [**]           |
| [**]                            | RCL Pipe          | [**]          |                           | [**]                           | [**]           |
| [**]                            | Pressurizer       | [**]          |                           | [**]                           | [**]           |
| [**]                            | I&C/Simulator | [**]          | [**]                           |                           | [**]           |
| [**]                            | Passive RHR Hx    | [**]          |                           | [**]                           | [**]           |
| [**]                            | Passive RHR Hx    | [**]          | [**]                           |                           | [**]           |
| [**]                            | IHP               | [**]          |                           | [**]                           | [**]           |
| [**]                            | I&C/Simulator | [**]          | [**]                           |                           | [**]           |
| [**]                            | Passive RHR Hx    | [**]          |                           | [**]                           | [**]           |
| [**]                            | CMT               | [**]          |                           | [**]                           | [**]           |
| [**]                            | Polar Crane       | [**]          |                           | [**]                           | [**]           |
| [**]                            | Refueling Mach    | [**]          | [**]                           |                           | [**]           |
| [**]                            | I&C/Simulator | [**]          | [**]                           |                           | [**]           |
| [**]                            | I&C/Simulator | [**]          | [**]                           |                           | [**]           |
| [**]                            | I&C/Simulator | [**]          | [**]                           |                           | [**]           |
| [**]                            | VFD               | [**]          |                           | [**]                           | [**]           |

 

----

“[**]”in this Exhibit 10.01 indicates material that has been omitted pursuant to arequest for confidential treatment and filed separately with the Securities andExchange Commission.

 

Page 11 of 46

----

 
| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 
| **Estimated    Invoice   Date** | **Component**        | **Milestone** | **Unit  2   Invoice   Amount** | **Unit  3   Invoice   Amount** | **Adjustment** |
|---------------------------------|----------------------|---------------|--------------------------------|--------------------------------|----------------|
| [**]                            | S/G                  | [**]          |                           | [**]                           | [**]           |
| [**]                            | RVI                  | [**]          | [**]                           |                           | [**]           |
| [**]                            | CMT                  | [**]          |                           | [**]                           | [**]           |
| [**]                            | Pressurizer          | [**]          |                           | [**]                           | [**]           |
| [**]                            | I&C/Simulator    | [**]          | [**]                           |                           | [**]           |
| [**]                            | I&C/Simulator    | [**]          | [**]                           |                           | [**]           |
| [**]                            | I&C/Simulator    | [**]          | [**]                           |                           | [**]           |
| [**]                            | RCP                  | [**]          |                           | [**]                           | [**]           |
| [**]                            | S/G                  | [**]          | [**]                           |                           | [**]           |
| [**]                            | RVI                  | [**]          |                           | [**]                           | [**]           |
| [**]                            | RV                   | [**]          |                           | [**]                           | [**]           |
| [**]                            | T/G                  | [**]          | [**]                           |                           | [**]           |
| [**]                            | Main  Transformers   | [**]          | [**]                           |                           | [**]           |
| [**]                            | Squib Valves         | [**]          |                           | [**]                           | [**]           |
| [**]                            | Passive RHR Hx       | [**]          |                           | [**]                           | [**]           |
| [**]                            | Polar Crane          | [**]          |                           | [**]                           | [**]           |
| [**]                            | Pressurizer          | [**]          |                           | [**]                           | [**]           |
| [**]                            | Fuel Hand’l Mch | [**]          | [**]                           |                           | [**]           |
| [**]                            | I&C/Simulator    | [**]          |                           | [**]                           | [**]           |
| [**]                            | RCP                  | [**]          | [**]                           |                           | [**]           |
| [**]                            | Polar Crane          | [**]          | [**]                           |                           | [**]           |
| [**]                            | IHP                  | [**]          |                           | [**]                           | [**]           |
| [**]                            | Fuel Hand’l Mch | [**]          | [**]                           |                           | [**]           |
| [**]                            | Refueling Mach       | [**]          | [**]                           |                           | [**]           |
| [**]                            | I&C/Simulator    | [**]          | [**]                           |                           | [**]           |
| [**]                            | Spt Fuel Strg  Rack  | [**]          | [**]                           |                           | [**]           |
| [**]                            | VFD                  | [**]          |                           | [**]                           | [**]           |
| [**]                            | Squib Valves         | [**]          |                           | [**]                           | [**]           |
| [**]                            | IHP                  | [**]          |                           | [**]                           | [**]           |
| [**]                            | Pressurizer          | [**]          |                           | [**]                           | [**]           |

 

----

“[**]”in this Exhibit 10.01 indicates material that has been omitted pursuant to arequest for confidential treatment and filed separately with the Securities andExchange Commission.

 

Page 12 of 46

----

 
| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 
| **Estimated    Invoice   Date** | **Component**       | **Milestone** | **Unit  2   Invoice   Amount** | **Unit  3   Invoice   Amount** | **Adjustment** |
|---------------------------------|---------------------|---------------|--------------------------------|--------------------------------|----------------|
| [**]                            | I&C/Simulator   | [**]          | [**]                           |                           | [**]           |
| [**]                            | Spt Fuel Strg  Rack | [**]          | [**]                           |                           | [**]           |
| [**]                            | RCP                 | [**]          | [**]                           |                           | [**]           |
| [**]                            | S/G                 | [**]          |                           | [**]                           | [**]           |
| [**]                            | Passive RHR Hx      | [**]          |                           | [**]                           | [**]           |
| [**]                            | Polar Crane         | [**]          |                           | [**]                           | [**]           |
| [**]                            | RCP                 | [**]          |                           | [**]                           | [**]           |
| [**]                            | RVI                 | [**]          |                           | [**]                           | [**]           |
| [**]                            | RV                  | [**]          |                           | [**]                           | [**]           |
| [**]                            | Squib Valves        | [**]          |                           | [**]                           | [**]           |
| [**]                            | IHP                 | [**]          |                           | [**]                           | [**]           |
| [**]                            | Aux-Res Xfmr        | [**]          | [**]                           |                           | [**]           |
| [**]                            | S/G                 | [**]          |                           | [**]                           | [**]           |
| [**]                            | T/G                 | [**]          |                           | [**]                           | [**]           |
| [**]                            | Main  Transformers  | [**]          | [**]                           |                           | [**]           |
| [**]                            | Aux-Res Xfmr        | [**]          | [**]                           |                           | [**]           |
| [**]                            | IHP                 | [**]          |                           | [**]                           | [**]           |
| [**]                            | I&C/Simulator   | [**]          | [**]                           |                           | [**]           |
| [**]                            | I&C/Simulator   | [**]          | [**]                           |                           | [**]           |
| [**]                            | I&C/Simulator   | [**]          | [**]                           |                           | [**]           |
| [**]                            | I&C/Simulator   | [**]          | [**]                           |                           | [**]           |
| [**]                            | I&C/Simulator   | [**]          | [**]                           |                           | [**]           |
| [**]                            | I&C/Simulator   | [**]          | [**]                           |                           | [**]           |
| [**]                            | I&C/Simulator   | [**]          | [**]                           |                           | [**]           |
| [**]                            | I&C/Simulator   | [**]          | [**]                           |                           | [**]           |
| [**]                            | I&C/Simulator   | [**]          | [**]                           |                           | [**]           |
| [**]                            | I&C/Simulator   | [**]          | [**]                           |                           | [**]           |
| [**]                            | I&C/Simulator   | [**]          | [**]                           |                           | [**]           |
| [**]                            | I&C/Simulator   | [**]          | [**]                           |                           | [**]           |

 

----

“[**]”in this Exhibit 10.01 indicates material that has been omitted pursuant to arequest for confidential treatment and filed separately with the Securities andExchange Commission.

 

Page 13 of 46

----

 
| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 
| **Estimated    Invoice   Date** | **Component**        | **Milestone** | **Unit  2   Invoice   Amount** | **Unit  3   Invoice   Amount** | **Adjustment** |
|---------------------------------|----------------------|---------------|--------------------------------|--------------------------------|----------------|
| [**]                            | I&C/Simulator    | [**]          | [**]                           |                           | [**]           |
| [**]                            | I&C/Simulator    | [**]          |                           | [**]                           | [**]           |
| [**]                            | I&C/Simulator    | [**]          |                           | [**]                           | [**]           |
| [**]                            | I&C/Simulator    | [**]          | [**]                           |                           | [**]           |
| [**]                            | RV                   | [**]          |                           | [**]                           | [**]           |
| [**]                            | Passive RHR Hx       | [**]          |                           | [**]                           | [**]           |
| [**]                            | S/G                  | [**]          |                           | [**]                           | [**]           |
| [**]                            | RVI                  | [**]          |                           | [**]                           | [**]           |
| [**]                            | Polar Crane          | [**]          |                           | [**]                           | [**]           |
| [**]                            | I&C/Simulator    | [**]          |                           | [**]                           | [**]           |
| [**]                            | Spt Fuel Strg  Rack  | [**]          | [**]                           |                           | [**]           |
| [**]                            | RCP                  | [**]          |                           | [**]                           | [**]           |
| [**]                            | Passive RHR Hx       | [**]          |                           | [**]                           | [**]           |
| [**]                            | I&C/Simulator    | [**]          |                           | [**]                           | [**]           |
| [**]                            | Refueling Mach       | [**]          |                           | [**]                           | [**]           |
| [**]                            | I&C/Simulator    | [**]          |                           | [**]                           | [**]           |
| [**]                            | I&C/Simulator    | [**]          |                           | [**]                           | [**]           |
| [**]                            | I&C/Simulator    | [**]          |                           | [**]                           | [**]           |
| [**]                            | RVI                  | [**]          |                           | [**]                           | [**]           |
| [**]                            | I&C/Simulator    | [**]          |                           | [**]                           | [**]           |
| [**]                            | I&C/Simulator    | [**]          |                           | [**]                           | [**]           |
| [**]                            | I&C/Simulator    | [**]          |                           | [**]                           | [**]           |
| [**]                            | S/G                  | [**]          |                           | [**]                           | [**]           |
| [**]                            | T/G                  | [**]          |                           | [**]                           | [**]           |
| [**]                            | Main  Transformers   | [**]          |                           | [**]                           | [**]           |
| [**]                            | Fuel Hand’l Mch | [**]          |                           | [**]                           | [**]           |
| [**]                            | Polar Crane          | [**]          |                           | [**]                           | [**]           |
| [**]                            | Fuel Hand’l Mch | [**]          |                           | [**]                           | [**]           |
| [**]                            | Refueling Mach       | [**]          |                           | [**]                           | [**]           |
| [**]                            | Spt Fuel Strg  Rack  | [**]          |                           | [**]                           | [**]           |

 

----

“[**]”in this Exhibit 10.01 indicates material that has been omitted pursuant to arequest for confidential treatment and filed separately with the Securities andExchange Commission.

 

Page 14 of 46

----

 
| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 
| **Estimated    Invoice   Date** | **Component**       | **Milestone** | **Unit  2   Invoice   Amount** | **Unit  3   Invoice   Amount** | **Adjustment** |
|---------------------------------|---------------------|---------------|--------------------------------|--------------------------------|----------------|
| [**]                            | I&C/Simulator   | [**]          |                           | [**]                           | [**]           |
| [**]                            | Spt Fuel Strg  Rack | [**]          |                           | [**]                           | [**]           |
| [**]                            | RCP                 | [**]          |                           | [**]                           | [**]           |
| [**]                            | Aux-Res Xfmr        | [**]          |                           | [**]                           | [**]           |
| [**]                            | Main  Transformers  | [**]          |                           | [**]                           | [**]           |
| [**]                            | Aux-Res Xfmr        | [**]          |                           | [**]                           | [**]           |
| [**]                            | I&C/Simulator   | [**]          |                           | [**]                           | [**]           |
| [**]                            | I&C/Simulator   | [**]          |                           | [**]                           | [**]           |
| [**]                            | I&C/Simulator   | [**]          |                           | [**]                           | [**]           |
| [**]                            | I&C/Simulator   | [**]          |                           | [**]                           | [**]           |
| [**]                            | I&C/Simulator   | [**]          |                           | [**]                           | [**]           |
| [**]                            | I&C/Simulator   | [**]          |                           | [**]                           | [**]           |
| [**]                            | I&C/Simulator   | [**]          |                           | [**]                           | [**]           |
| [**]                            | I&C/Simulator   | [**]          |                           | [**]                           | [**]           |
| [**]                            | I&C/Simulator   | [**]          |                           | [**]                           | [**]           |
| [**]                            | I&C/Simulator   | [**]          |                           | [**]                           | [**]           |
| [**]                            | I&C/Simulator   | [**]          |                           | [**]                           | [**]           |
| [**]                            | I&C/Simulator   | [**]          |                           | [**]                           | [**]           |
| [**]                            | I&C/Simulator   | [**]          |                           | [**]                           | [**]           |
| [**]                            | Spt Fuel Strg  Rack | [**]          |                           | [**]                           | [**]           |
| [**]                            | Project             | [**]          | [**]                           |                           | [**]           |
| [**]                            | Project             | [**]          |                           | [**]                           | [**]           |

 

----

“[**]”in this Exhibit 10.01 indicates material that has been omitted pursuant to arequest for confidential treatment and filed separately with the Securities andExchange Commission.

 

Page 15 of 46

----

 
| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

F.1.2        Westinghouse [**] Payments

 
| **Estimated    Invoice   Date** | **Unit  2   Invoice   Amount** | **Unit  3   Invoice   Amount** | **Adjustment** |
|---------------------------------|--------------------------------|--------------------------------|----------------|
| Apr-08                          | [**]                           | [**]                           | [**]           |
| May-08                          | [**]                           | [**]                           | [**]           |
| Jun-08                          | [**]                           | [**]                           | [**]           |
| Jul-08                          | [**]                           | [**]                           | [**]           |
| Aug-08                          | [**]                           | [**]                           | [**]           |
| Sep-08                          | [**]                           | [**]                           | [**]           |
| Oct-08                          | [**]                           | [**]                           | [**]           |
| Nov-08                          | [**]                           | [**]                           | [**]           |
| Dec-08                          | [**]                           | [**]                           | [**]           |
| Jan-09                          | [**]                           | [**]                           | [**]           |
| Feb-09                          | [**]                           | [**]                           | [**]           |
| Mar-09                          | [**]                           | [**]                           | [**]           |
| Apr-09                          | [**]                           | [**]                           | [**]           |
| May-09                          | [**]                           | [**]                           | [**]           |
| Jun-09                          | [**]                           | [**]                           | [**]           |
| Jul-09                          | [**]                           | [**]                           | [**]           |
| Aug-09                          | [**]                           | [**]                           | [**]           |

 

----

“[**]”in this Exhibit 10.01 indicates material that has been omitted pursuant to arequest for confidential treatment and filed separately with the Securities andExchange Commission.

 

Page 16 of 46

----

 
| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 
| **Estimated    Invoice   Date** | **Unit  2   Invoice   Amount** | **Unit  3   Invoice   Amount** | **Adjustment** |
|---------------------------------|--------------------------------|--------------------------------|----------------|
| Sep-09                          | [**]                           | [**]                           | [**]           |
| Oct-09                          | [**]                           | [**]                           | [**]           |
| Nov-09                          | [**]                           | [**]                           | [**]           |
| Dec-09                          | [**]                           | [**]                           | [**]           |
| Jan-10                          | [**]                           | [**]                           | [**]           |
| Feb-10                          | [**]                           | [**]                           | [**]           |
| Mar-10                          | [**]                           | [**]                           | [**]           |
| Apr-10                          | [**]                           | [**]                           | [**]           |
| May-10                          | [**]                           | [**]                           | [**]           |
| Jun-10                          | [**]                           | [**]                           | [**]           |
| Jul-10                          | [**]                           | [**]                           | [**]           |
| Aug-10                          | [**]                           | [**]                           | [**]           |
| Sep-10                          | [**]                           | [**]                           | [**]           |
| Oct-10                          | [**]                           | [**]                           | [**]           |
| Nov-10                          | [**]                           | [**]                           | [**]           |
| Dec-10                          | [**]                           | [**]                           | [**]           |
| Jan-11                          | [**]                           | [**]                           | [**]           |
| Feb-11                          | [**]                           | [**]                           | [**]           |

 

----

“[**]”in this Exhibit 10.01 indicates material that has been omitted pursuant to a requestfor confidential treatment and filed separately with the Securities andExchange Commission.

 

Page 17 of 46

----

 
| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 
| **Estimated    Invoice   Date** | **Unit  2   Invoice   Amount** | **Unit  3   Invoice   Amount** | **Adjustment** |
|---------------------------------|--------------------------------|--------------------------------|----------------|
| Mar-11                          | [**]                           | [**]                           | [**]           |
| Apr-11                          | [**]                           | [**]                           | [**]           |
| May-11                          | [**]                           | [**]                           | [**]           |
| Jun-11                          | [**]                           | [**]                           | [**]           |
| Jul-11                          | [**]                           | [**]                           | [**]           |
| Aug-11                          | [**]                           | [**]                           | [**]           |
| Sep-11                          | [**]                           | [**]                           | [**]           |
| Oct-11                          | [**]                           | [**]                           | [**]           |
| Nov-11                          | [**]                           | [**]                           | [**]           |
| Dec-11                          | [**]                           | [**]                           | [**]           |
| Jan-12                          | [**]                           | [**]                           | [**]           |
| Feb-12                          | [**]                           | [**]                           | [**]           |
| Mar-12                          | [**]                           | [**]                           | [**]           |
| Apr-12                          | [**]                           | [**]                           | [**]           |
| May-12                          | [**]                           | [**]                           | [**]           |
| Jun-12                          | [**]                           | [**]                           | [**]           |
| Jul-12                          | [**]                           | [**]                           | [**]           |
| Aug-12                          | [**]                           | [**]                           | [**]           |

 

----

“[**]”in this Exhibit 10.01 indicates material that has been omitted pursuant to arequest for confidential treatment and filed separately with the Securities andExchange Commission.

 

Page 18 of 46

----

 
| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 
| **Estimated    Invoice   Date** | **Unit  2   Invoice   Amount** | **Unit  3   Invoice   Amount** | **Adjustment** |
|---------------------------------|--------------------------------|--------------------------------|----------------|
| Sep-12                          | [**]                           | [**]                           | [**]           |
| Oct-12                          | [**]                           | [**]                           | [**]           |
| Nov-12                          | [**]                           | [**]                           | [**]           |
| Dec-12                          | [**]                           | [**]                           | [**]           |
| Jan-13                          | [**]                           | [**]                           | [**]           |
| Feb-13                          | [**]                           | [**]                           | [**]           |
| Mar-13                          | [**]                           | [**]                           | [**]           |
| Apr-13                          | [**]                           | [**]                           | [**]           |
| May-13                          | [**]                           | [**]                           | [**]           |
| Jun-13                          | [**]                           | [**]                           | [**]           |
| Jul-13                          | [**]                           | [**]                           | [**]           |
| Aug-13                          | [**]                           | [**]                           | [**]           |
| Sep-13                          | [**]                           | [**]                           | [**]           |
| Oct-13                          | [**]                           | [**]                           | [**]           |
| Nov-13                          | [**]                           | [**]                           | [**]           |
| Dec-13                          | [**]                           | [**]                           | [**]           |
| Jan-14                          | [**]                           | [**]                           | [**]           |
| Feb-14                          | [**]                           | [**]                           | [**]           |

 

----

“[**]”in this Exhibit 10.01 indicates material that has been omitted pursuant to arequest for confidential treatment and filed separately with the Securities andExchange Commission.

 

Page 19 of 46

----

 
| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 
| **Estimated    Invoice   Date** | **Unit  2   Invoice   Amount** | **Unit  3   Invoice   Amount** | **Adjustment** |
|---------------------------------|--------------------------------|--------------------------------|----------------|
| Mar-14                          | [**]                           | [**]                           | [**]           |
| Apr-14                          | [**]                           | [**]                           | [**]           |
| May-14                          | [**]                           | [**]                           | [**]           |
| Jun-14                          | [**]                           | [**]                           | [**]           |
| Jul-14                          | [**]                           | [**]                           | [**]           |
| Aug-14                          | [**]                           | [**]                           | [**]           |
| Sep-14                          | [**]                           | [**]                           | [**]           |
| Oct-14                          | [**]                           | [**]                           | [**]           |
| Nov-14                          | [**]                           | [**]                           | [**]           |
| Dec-14                          | [**]                           | [**]                           | [**]           |
| Jan-15                          | [**]                           | [**]                           | [**]           |
| Feb-15                          | [**]                           | [**]                           | [**]           |
| Mar-15                          | [**]                           | [**]                           | [**]           |
| Apr-15                          | [**]                           | [**]                           | [**]           |
| May-15                          | [**]                           | [**]                           | [**]           |
| Jun-15                          | [**]                           | [**]                           | [**]           |
| Jul-15                          | [**]                           | [**]                           | [**]           |
| Aug-15                          | [**]                           | [**]                           | [**]           |

 

----

“[**]”in this Exhibit 10.01 indicates material that has been omitted pursuant to arequest for confidential treatment and filed separately with the Securities andExchange Commission.

 

Page 20 of 46

----

 
| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 
| **Estimated    Invoice   Date** | **Unit  2   Invoice   Amount** | **Unit  3   Invoice   Amount** | **Adjustment** |
|---------------------------------|--------------------------------|--------------------------------|----------------|
| Sep-15                          | [**]                           | [**]                           | [**]           |
| Oct-15                          | [**]                           | [**]                           | [**]           |
| Nov-15                          | [**]                           | [**]                           | [**]           |
| Dec-15                          | [**]                           | [**]                           | [**]           |
| Jan-16                          | [**]                           | [**]                           | [**]           |
| Feb-16                          | [**]                           | [**]                           | [**]           |
| Mar-16                          | [**]                           | [**]                           | [**]           |
| Apr-16                          | [**]                           | [**]                           | [**]           |
| May-16                          | [**]                           | [**]                           | [**]           |
| Jun-16                          | [**]                           | [**]                           | [**]           |
| Jul-16                          | [**]                           | [**]                           | [**]           |
| Aug-16                          | [**]                           | [**]                           | [**]           |
| Sep-16                          | [**]                           | [**]                           | [**]           |
| Oct-16                          | [**]                           | [**]                           | [**]           |
| Nov-16                          | [**]                           | [**]                           | [**]           |
| Dec-16                          | [**]                           | [**]                           | [**]           |
| Jan-17                          | [**]                           | [**]                           | [**]           |
| Feb-17                          | [**]                           | [**]                           | [**]           |

 

----

“[**]”in this Exhibit 10.01 indicates material that has been omitted pursuant to arequest for confidential treatment and filed separately with the Securities andExchange Commission.

 

Page 21 of 46

----

 
| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 
| **Estimated    Invoice   Date** | **Unit  2   Invoice   Amount** | **Unit  3   Invoice   Amount** | **Adjustment** |
|---------------------------------|--------------------------------|--------------------------------|----------------|
| Mar-17                          | [**]                           | [**]                           | [**]           |
| Apr-17                          | [**]                           | [**]                           | [**]           |
| May-17                          | [**]                           | [**]                           | [**]           |
| Jun-17                          | [**]                           | [**]                           | [**]           |
| Jul-17                          | [**]                           | [**]                           | [**]           |
| Aug-17                          | [**]                           | [**]                           | [**]           |
| Sep-17                          | [**]                           | [**]                           | [**]           |
| Oct-17                          | [**]                           | [**]                           | [**]           |
| Nov-17                          | [**]                           | [**]                           | [**]           |
| Dec-17                          | [**]                           | [**]                           | [**]           |
| Jan-18                          | [**]                           | [**]                           | [**]           |
| Feb-18                          | [**]                           | [**]                           | [**]           |
| Mar-18                          | [**]                           | [**]                           | [**]           |
| Apr-18                          | [**]                           | [**]                           | [**]           |
| May-18                          | [**]                           | [**]                           | [**]           |
| Jun-18                          | [**]                           | [**]                           | [**]           |
| Jul-18                          | [**]                           | [**]                           | [**]           |
| Aug-18                          | [**]                           | [**]                           | [**]           |

 

----

“[**]”in this Exhibit 10.01 indicates material that has been omitted pursuant to arequest for confidential treatment and filed separately with the Securities andExchange Commission.

 

Page 22 of 46

----

 
| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 
| **Estimated    Invoice   Date** | **Unit  2   Invoice   Amount** | **Unit  3   Invoice   Amount** | **Adjustment** |
|---------------------------------|--------------------------------|--------------------------------|----------------|
| Sep-18                          | [**]                           | [**]                           | [**]           |
| Oct-18                          | [**]                           | [**]                           | [**]           |
| Nov-18                          | [**]                           | [**]                           | [**]           |
| Dec-18                          | [**]                           | [**]                           | [**]           |
| Jan-19                          |                           | [**]                           | [**]           |

 

----

“[**]”in this Exhibit 10.01 indicates material that has been omitted pursuant to arequest for confidential treatment and filed separately with the Securities andExchange Commission.

 

Page 23 of 46

----

 
| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

F.1.3        Westinghouse [**] Payments

 
| **Estimated    Invoice   Date** | **Component**     | **Milestone  Payment** | **Unit  2   Invoice   Amount** | **Unit  3   Invoice   Amount** | **Adjustment** |
|---------------------------------|-------------------|------------------------|--------------------------------|--------------------------------|----------------|
| [**]                            | RCP, SG, RV       | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | VFD               | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | VFD               | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | S/G               | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | CMT               | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | S/G               | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | RCP               | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | T/G               | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | CMT               | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | T/G               | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | RV                | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | RVI               | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | T/G               | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | RCL Pipe          | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | Pressurizer       | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | I&C/Simulator | [**]                   | [**]                           | [**]                           | [**]           |

 

----

“[**]”in this Exhibit 10.01 indicates material that has been omitted pursuant to arequest for confidential treatment and filed separately with the Securities andExchange Commission.

 

Page 24 of 46

----

 
| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 
| **Estimated    Invoice   Date** | **Component**        | **Milestone  Payment** | **Unit  2   Invoice   Amount** | **Unit  3   Invoice   Amount** | **Adjustment** |
|---------------------------------|----------------------|------------------------|--------------------------------|--------------------------------|----------------|
| [**]                            | T/G                  | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | Polar Crane          | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | I&C/Simulator    | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | RV                   | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | RVI                  | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | Polar Crane          | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | S/G                  | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | T/G                  | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | I&C/Simulator    | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | Fuel Hand’l Mch | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | S/G                  | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | RV                   | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | T/G                  | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | RCP                  | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | S/G                  | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | S/G                  | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | Passive RHR Hx       | [**]                   | [**]                           | [**]                           | [**]           |

 

----

“[**]”in this Exhibit 10.01 indicates material that has been omitted pursuant to arequest for confidential treatment and filed separately with the Securities andExchange Commission.

 

Page 25 of 46

----

 
| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 
| **Estimated    Invoice   Date** | **Component**     | **Milestone  Payment** | **Unit  2   Invoice   Amount** | **Unit  3   Invoice   Amount** | **Adjustment** |
|---------------------------------|-------------------|------------------------|--------------------------------|--------------------------------|----------------|
| [**]                            | VFD               | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | RCP               | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | VFD               | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | Pressurizer       | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | ACT               | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | RV                | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | S/G               | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | IHP               | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | RCP               | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | S/G               | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | I&C/Simulator | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | I&C/Simulator | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | RVI               | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | S/G               | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | RCP               | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | I&C/Simulator | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | RCP               | [**]                   | [**]                           | [**]                           | [**]           |

 

----

“[**]”in this Exhibit 10.01 indicates material that has been omitted pursuant to arequest for confidential treatment and filed separately with the Securities andExchange Commission.

 

Page 26 of 46

----

 
| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 
| **Estimated    Invoice   Date** | **Component**      | **Milestone  Payment** | **Unit  2   Invoice   Amount** | **Unit  3   Invoice   Amount** | **Adjustment** |
|---------------------------------|--------------------|------------------------|--------------------------------|--------------------------------|----------------|
| [**]                            | Aux-Res Xfmr       | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | Main Transformers  | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | I&C/Simulator  | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | Passive RHR Hx     | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | S/G                | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | RCP                | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | I&C/Simulator  | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | RVI                | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | S/G                | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | Polar Crane        | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | I&C/Simulator  | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | RCP                | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | Aux-Res Xfmr       | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | I&C/Simulator  | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | Spt Fuel Strg Rack | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | Rx Vessel          | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | Project            | [**]                   | [**]                           | [**]                           | [**]           |

 

----

“[**]”in this Exhibit 10.01 indicates material that has been omitted pursuant to arequest for confidential treatment and filed separately with the Securities andExchange Commission.

 

Page 27 of 46

----

 
| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 
| **Estimated    Invoice   Date** | **Component**      | **Milestone  Payment** | **Unit  2   Invoice   Amount** | **Unit  3   Invoice   Amount** | **Adjustment** |
|---------------------------------|--------------------|------------------------|--------------------------------|--------------------------------|----------------|
| [**]                            | Containment Vessel | [**]                   | [**]                           | [**]                           | [**]           |
| [**]                            | Project            | [**]                   |                           | [**]                           | [**]           |
| [**]                            | Turbine Generator  | [**]                   |                           | [**]                           | [**]           |
| [**]                            | Turbine Generator  | [**]                   |                           | [**]                           | [**]           |
| [**]                            | TG Bldg            | [**]                   |                           | [**]                           | [**]           |
| [**]                            | Project            | [**]                   |                           | [**]                           | [**]           |
| [**]                            | Project            | [**]                   |                           | [**]                           | [**]           |

 

----

“[**]”in this Exhibit 10.01 indicates material that has been omitted pursuant to arequest for confidential treatment and filed separately with the Securities andExchange Commission.

 

Page 28 of 46

----

 
| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

F.1.4        Stone & Webster [**] MilestonePayments

 

**Stone & Webster [**]**

**Payment Schedule**

**[**]**

 
| **Invoice    Date** | **Payment** |
|---------------------|-------------|
| Jul-08              | [**]        |
| Oct-08              | [**]        |
| Jan-09              | [**]        |
| Apr-09              | [**]        |
| Jul-09              | [**]        |
| Oct-09              | [**]        |
| Jan-10              | [**]        |
| Apr-10              | [**]        |
| Jul-10              | [**]        |
| Oct-10              | [**]        |
| Jan-11              | [**]        |
| Apr-11              | [**]        |
| Jul-11              | [**]        |
| Oct-11              | [**]        |
| Jan-12              | [**]        |
| Apr-12              | [**]        |

 

----

“[**]”in this Exhibit 10.01 indicates material that has been omitted pursuant to arequest for confidential treatment and filed separately with the Securities andExchange Commission.

 

Page 29 of 46

----

 
| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

F.1.5        Stone & Webster [**] MilestonePayment Schedule

 

**Stone &Webster [**]**

**MilestonePayment Schedule**

 
| **Activity  ID** | **Activity  Name**    | **Unit** | **Start** | **Payment  Due** |
|------------------|-----------------------|----------|-----------|------------------|
| [**]             |                  |     |      |             |
|             |                  | U2       |      |             |
|             |                  | U3       |      |             |
| [**]             |                  |     |      |             |
|             | U2 Contract Execution | U2       | [**]      | [**]             |
|             | U3 Contract Execution | U3       | [**]      | [**]             |
| [**]             |                  |     |      |             |
|             | U2 Milestone TBD      | U2       | [**]      | [**]             |
|             | U3 Milestone TBD      | U3       | [**]      | [**]             |
| [**]             |                  |     |      |             |
|             | U2 Milestone TBD      | U2       | [**]      | [**]             |
|             | U3 Milestone TBD      | U3       | [**]      | [**]             |
| [**]             |                  |     |      |             |
|             | U2 Milestone TBD      | U2       | [**]      | [**]             |
|             | U3 Milestone TBD      | U3       | [**]      | [**]             |
| [**]             |                  |     |      |             |
|             | U2 Milestone TBD      | U2       | [**]      | [**]             |
|             | U3 Milestone TBD      | U3       | [**]      | [**]             |
| [**]             |                  |     |      |             |
|             | U2 Milestone TBD      | U2       | [**]      | [**]             |
|             | U3 Milestone TBD      | U3       | [**]      | [**]             |
| [**]             |                  |     |      |             |
|             | U2 Milestone TBD      | U2       | [**]      | [**]             |
|             | U3 Milestone TBD      | U3       | [**]      | [**]             |
| [**]             |                  |     |      |             |
|             | U2 Milestone TBD      | U2       | [**]      | [**]             |
|             | U3 Milestone TBD      | U3       | [**]      | [**]             |
| [**]             |                  |     |      |             |
|             | U2 Milestone TBD      | U2       | [**]      | [**]             |
|             | U3 Milestone TBD      | U3       | [**]      | [**]             |
| [**]             |                  |     |      |             |
|             | U2 Milestone TBD      | U2       | [**]      | [**]             |
|             | U3 Milestone TBD      | U3       | [**]      | [**]             |
| [**]             |                  |     |      |             |
|             | U2 Milestone TBD      | U2       | [**]      | [**]             |
|             | U3 Milestone TBD      | U3       | [**]      | [**]             |
| [**]             |                  |     |      |             |
|             | U2 Milestone TBD      | U2       | [**]      | [**]             |
|             | U3 Milestone TBD      | U3       | [**]      | [**]             |
| [**]             |                  |     |      |             |
|             | U2 Milestone TBD      | U2       | [**]      | [**]             |
|             | U3 Milestone TBD      | U3       | [**]      | [**]             |

 

----

“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

Page30 of 46

----

 
| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

**Stone &Webster [**]**

**MilestonePayment Schedule**

 
| **Activity  ID** | **Activity  Name** | **Unit** | **Start** | **Payment  Due** |
|------------------|--------------------|----------|-----------|------------------|
| [**]             |               |     |      |             |
|             | U2 Milestone TBD   | U2       | [**]      | [**]             |
|             | U3 Milestone TBD   | U3       | [**]      | [**]             |
| [**]             |               |     |      |             |
|             | U2 Milestone TBD   | U2       | [**]      | [**]             |
|             | U3 Milestone TBD   | U3       | [**]      | [**]             |
| [**]             |               |     |      |             |
|             | U2 Milestone TBD   | U2       | [**]      | [**]             |
|             | U3 Milestone TBD   | U3       | [**]      | [**]             |
| [**]             |               |     |      |             |
|             | U2 Milestone TBD   | U2       | [**]      | [**]             |
|             | U3 Milestone TBD   | U3       | [**]      | [**]             |
| [**]             |               |     |      |             |
|             | U2 Milestone TBD   | U2       | [**]      | [**]             |
|             | U3 Milestone TBD   | U3       | [**]      | [**]             |
| [**]             |               |     |      |             |
|             | U2 Milestone TBD   | U2       | [**]      | [**]             |
|             | U3 Milestone TBD   | U3       | [**]      | [**]             |
| [**]             |               |     |      |             |
|             | U2 Milestone TBD   | U2       | [**]      | [**]             |
|             | U3 Milestone TBD   | U3       | [**]      | [**]             |
| [**]             |               |     |      |             |
|             | U2 Milestone TBD   | U2       | [**]      | [**]             |
|             | U3 Milestone TBD   | U3       | [**]      | [**]             |
| [**]             |               |     |      |             |
|             | U2 Milestone TBD   | U2       | [**]      | [**]             |
|             | U3 Milestone TBD   | U3       | [**]      | [**]             |
| [**]             |               |     |      |             |
|             | U2 Milestone TBD   | U2       | [**]      | [**]             |
|             | U3 Milestone TBD   | U3       | [**]      | [**]             |
| [**]             |               |     |      |             |
|             | U2 Milestone TBD   | U2       | [**]      | [**]             |
|             | U3 Milestone TBD   | U3       | [**]      | [**]             |
| [**]             |               |     |      |             |
|             | U2 Milestone TBD   | U2       | [**]      | [**]             |
|             | U3 Milestone TBD   | U3       | [**]      | [**]             |
| [**]             |               |     |      |             |
|             | U2 Milestone TBD   | U2       | [**]      | [**]             |
|             | U3 Milestone TBD   | U3       | [**]      | [**]             |
| [**]             |               |     |      |             |
|             | U2 Milestone TBD   | U2       | [**]      | [**]             |
|             | U3 Milestone TBD   | U3       | [**]      | [**]             |
| [**]             |               |     |      |             |
|             | U2 Milestone TBD   | U2       | [**]      | [**]             |

 

----

“[**]” in this Exhibit 10.01 indicates materialthat has been omitted pursuant to a request for confidential treatment andfiled separately with the Securities and Exchange Commission.

 

Page31 of 46

----

 
| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

**Stone &Webster [**]**

**MilestonePayment Schedule**

 
| **Activity  ID** | **Activity  Name**                    | **Unit** | **Start** | **Payment  Due** |
|------------------|---------------------------------------|----------|-----------|------------------|
|             | U3 Milestone TBD                      | U3       | [**]      | [**]             |
| [**]             |                                  |     |      |             |
|             | U2 Milestone TBD                      | U2       | [**]      | [**]             |
|             | U3 Milestone TBD                      | U3       | [**]      | [**]             |
| [**]             |                                  |     |      |             |
|             | U2 Milestone TBD                      | U2       | [**]      | [**]             |
|             | U3 Milestone TBD                      | U3       | [**]      | [**]             |
| [**]             |                                  |     |      |             |
|             | U2 Milestone TBD                      | U2       | [**]      | [**]             |
|             | U3 Milestone TBD                      | U3       | [**]      | [**]             |
| [**]             |                                  |     |      |             |
|             | U2 Milestone TBD                      | U2       | [**]      | [**]             |
|             | U3 Milestone TBD                      | U3       | [**]      | [**]             |
| [**]             |                                  |     |      |             |
|             | U2 Milestone TBD                      | U2       | [**]      | [**]             |
|             | U3 Milestone TBD                      | U3       | [**]      | [**]             |
| [**]             |                                  |     |      |             |
|             | U2 Milestone TBD                      | U2       | [**]      | [**]             |
|             | U3 Milestone TBD                      | U3       | [**]      | [**]             |
| [**]             |                                  |     |      |             |
|             | U2 Milestone TBD                      | U2       | [**]      | [**]             |
|             | U3 Milestone TBD                      | U3       | [**]      | [**]             |
| [**]             |                                  |     |      |             |
|             | U2 Milestone TBD                      | U2       | [**]      | [**]             |
|             | U3 Milestone TBD                      | U3       | [**]      | [**]             |
| [**]             |                                  |     |      |             |
|             | U2 Milestone TBD                      | U2       | [**]      | [**]             |
|             | U3 Milestone TBD                      | U3       | [**]      | [**]             |
| [**]             |                                  |     |      |             |
|             | U2 Milestone TBD                      | U2       | [**]      | [**]             |
|             | U3 Milestone TBD                      | U3       | [**]      | [**]             |
| [**]             |                                  |     |      |             |
|             | U2 Milestone TBD                      | U2       | [**]      | [**]             |
|             | U3 Milestone TBD                      | U3       | [**]      | [**]             |
| [**]             |                                  |     |      |             |
|             | U2 Milestone TBD                      | U2       | [**]      | [**]             |
|             | U3 Milestone TBD                      | U3       | [**]      | [**]             |
| [**]             |                                  |     |      |             |
|             | U2 Milestone TBD                      | U2       | [**]      | [**]             |
|             | U3 Milestone TBD                      | U3       | [**]      | [**]             |
| [**]             |                                  |     |      |             |
|             | Unit 3 milestone TBD                  | U3       | [**]      | [**]             |
| [**]             | Cure Time for Nuclear  Island Basemat | U2       | [**]      | [**]             |

 

----

“[**]” in this Exhibit 10.01 indicates materialthat has been omitted pursuant to a request for confidential treatment andfiled separately with the Securities and Exchange Commission.

 

Page32 of 46

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| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

**Stone &Webster [**]**

**MilestonePayment Schedule**

 
| **Activity  ID** | **Activity  Name**                                                                                              | **Unit** | **Start** | **Payment  Due** |
|------------------|-----------------------------------------------------------------------------------------------------------------|----------|-----------|------------------|
| [**]             | Aux Bldg - Begin  Concrete Rebar Installation (Does Not Include CA20), EL 66’6                             | U2       | [**]      | [**]             |
| [**]             | Place Concrete for Unit  2 Nuclear Island Basemat                                                               | U2       | [**]      | [**]             |
| [**]             |                                                                                                            |     |      |             |
|             | Unit 3 milestone TBD                                                                                            | U3       | [**]      | [**]             |
| [**]             | Aux Bldg - Begin  Installation of Aux Bldg Elevator, Clean & Dirty Sides, EL 66’6                 | U2       | [**]      | [**]             |
| [**]             | Aux Bldg - Begin  Electrical Equipment Installation, EL 66’6 All Areas                                     | U2       | [**]      | [**]             |
| [**]             | Aux Bldg - Begin  Installation of Large Bore Piping , EL 66’6                                              | U2       | [**]      | [**]             |
| [**]             |                                                                                                            |     |      |             |
|             | Unit 3 milestone TBD                                                                                            | U3       | [**]      | [**]             |
| [**]             | Aux Bldg - Begin  Concrete Fill of CA20 Structural Module, EL 66’6                                         | U2       | [**]      | [**]             |
| [**]             | Containment - Place  Concrete to EL 71’-6 & Containment Sump Curbs (KQ11)                         | U2       | [**]      | [**]             |
| [**]             | Aux Bldg - Begin  Placement of Concrete, EL 82’6                                                           | U2       | [**]      | [**]             |
| [**]             |                                                                                                            |     |      |             |
|             | Unit 3 milestone TBD                                                                                            | U3       | [**]      | [**]             |
| [**]             | Aux Bldg - Begin  Installation of R251 SFS/WLS Commodity Module EL 82’6                                    | U2       | [**]      | [**]             |
| [**]             | Aux Bldg - Begin  Installation of Spent Fuel Pool Heat Exchangers, EL 82’-6                                | U2       | [**]      | [**]             |
| [**]             | Aux Bldg - Place  Concrete Floor at Column Line 1-2, EL 82’6 Area 5 & 6                           | U2       | [**]      | [**]             |
| [**]             |                                                                                                            |     |      |             |
|             | Unit 3 milestone TBD                                                                                            | U3       | [**]      | [**]             |
| [**]             | ITAAC 3.3.11 - Concrete  Over Soft Soil @ 84’                                                              | U2       | [**]      | [**]             |
| [**]             | Aux Bldg - Place  Concrete Floor Slabs, EL 82’6 Area 1                                                     | U2       | [**]      | [**]             |
| [**]             | Aux Building - Place  Concrete Under Containment Vessel (CV), EL 74’6 to 82’6 Areas 7 & 8    | U2       | [**]      | [**]             |
| [**]             |                                                                                                            |     |      |             |
|             | Unit 3 milestone TBD                                                                                            | U3       | [**]      | [**]             |
| [**]             | Aux Bldg - Begin  Installation of CA22 Floor Module, EL 82’6                                               | U2       | [**]      | [**]             |
| [**]             | Aux Bldg - Begin  Installation of Duct, EL 66’6                                                            | U2       | [**]      | [**]             |
| [**]             | Aux Bldg - Begin  Installation of Standard Service Modules (KU), EL 66’6 Corridor Areas 3,  4 & 5 | U2       | [**]      | [**]             |

 

----

“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

Page33 of 46

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| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

**Stone &Webster [**]**

**MilestonePayment Schedule**

 
| **Activity  ID** | **Activity  Name**                                                                                                                       | **Unit** | **Start** | **Payment  Due** |
|------------------|------------------------------------------------------------------------------------------------------------------------------------------|----------|-----------|------------------|
| [**]             |                                                                                                                                     |     |      |             |
|             | Unit 3 milestone TBD                                                                                                                     | U3       | [**]      | [**]             |
| [**]             | Turbine Bldg - Concrete  Cure for Condensate Trench Bottom Mat, EL 89’ Area 0                                                       | U2       | [**]      | [**]             |
| [**]             | Annex Bldg - Place Slab  On Grade, Rooms 40311 & 40325 Column Lines 7.8 - 13 & A -  E, EL 100’ Area 4             | U2       | [**]      | [**]             |
| [**]             | Annex Bldg - Install  Underground Plumbing Piping, Rooms 40326 - 40327& 40350 - 40357 EL 89’  Area 4                            | U2       | [**]      | [**]             |
| [**]             |                                                                                                                                     |     |      |             |
|             | Unit 3 milestone TBD                                                                                                                     | U3       | [**]      | [**]             |
| [**]             | Turbine Bldg - Install  Rebar for Circ Water (CWS) Trench Turbine Bldg - West Wall, EL 89’ Area 0                                   | U2       | [**]      | [**]             |
| [**]             | Aux Bldg - Install Fire  Protection Equipment, EL 82’6 - 100’                                                                  | U2       | [**]      | [**]             |
| [**]             | Turbine Bldg - Install  Rebar for Circ Water (CWS) Trench North and South Walls, EL 89’ Area 0                                      | U2       | [**]      | [**]             |
| [**]             |                                                                                                                                     |     |      |             |
|             | Unit 3 milestone TBD                                                                                                                     | U3       | [**]      | [**]             |
| [**]             | Annex Bldg - Install  Floor Drains, Piping & Embeds in Basemat, EL 89’ Areas 1,  2 & 3                            | U2       | [**]      | [**]             |
| [**]             | Containment -  Install & Connect Rebar Adjacent to Containment Vessel to 107’2,  West Side                                 | U2       | [**]      | [**]             |
| [**]             | Turbine Bldg - Place  Concrete (CWS) Trench Walls 89’ to 100’                                                                  | U2       | [**]      | [**]             |
| [**]             |                                                                                                                                     |     |      |             |
|             | Unit 3 milestone TBD                                                                                                                     | U3       | [**]      | [**]             |
| [**]             | Annex Bldg -  Install & Connect Rebar For 2’ Wall at Col 9, E-H.03/6.5, EL 100’ -  118’2 Areas 1 & 2    | U2       | [**]      | [**]             |
| [**]             | Containment - Begin  Installation of PXS Accumulator Tanks, EL 84’6                                                                 | U2       | [**]      | [**]             |
| [**]             | Annex Bldg -  Install & Connect Rebar for North Grade Wall at Column Line 4.1, EL  100’ to 107’2 Areas 2 & 3 | U2       | [**]      | [**]             |
| [**]             |                                                                                                                                     |     |      |             |
|             | Unit 3 milestone TBD                                                                                                                     | U3       | [**]      | [**]             |
| [**]             | Turbine Bldg - #1  Install and Connect Rebar for Turbine Bldg Basemat at Column Lines 18-20, EL  100’, Area 3                       | U2       | [**]      | [**]             |

 

----

“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

Page34 of 46

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| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

**Stone &Webster [**]**

**MilestonePayment Schedule**

 
| **Activity  ID** | **Activity  Name**                                                                                                                       | **Unit** | **Start** | **Payment  Due** |
|------------------|------------------------------------------------------------------------------------------------------------------------------------------|----------|-----------|------------------|
| [**]             | Turbine Bldg - #4  Install and Connect Rebar for Turbine Bldg Basemat at Column Line  14-17 & Column Line I.2 - R, EL 100’ | U2       | [**]      | [**]             |
| [**]             | Annex Bldg - Place East  Grade Wall at Column Line E, EL 100’-107’2 Areas 2 & 3                                       | U2       | [**]      | [**]             |
| [**]             |                                                                                                                                     |     |      |             |
|             | Unit 3 milestone TBD                                                                                                                     | U3       | [**]      | [**]             |
| [**]             | Containment - Install  KQ23 Upper Chemical Volume Control System (CVS) Module, EL 84’6  Room 11209 Area 2                      | U2       | [**]      | [**]             |
| [**]             | Annex Bldg - Install  Roof Ventilator VXS-MY-V02, EL 118’6 Area 4                                                                   | U2       | [**]      | [**]             |
| [**]             | Containment - Place  Mass Concrete to EL 107’2 with Curbs 108’-2 Northeast                                                     | U2       | [**]      | [**]             |
| [**]             |                                                                                                                                     |     |      |             |
|             | Unit 3 milestone TBD                                                                                                                     | U3       | [**]      | [**]             |
| [**]             | Containment -  Prepare & Prime Floors and Walls, EL 107’2 to 118’6                                                    | U2       | [**]      | [**]             |
| [**]             | Turbine Bldg - Install  T/G Support Module 2031-CH-81A                                                                                   | U2       | [**]      | [**]             |
| [**]             | Turbine Bldg - Install  Cable Trays & Supports EL 89’ to 100’ 0”                                                 | U2       | [**]      | [**]             |
| [**]             |                                                                                                                                     |     |      |             |
|             | Unit 3 milestone TBD                                                                                                                     | U3       | [**]      | [**]             |
| [**]             | Turbine Bldg - Erect  Structural Steel at Column Line I.2-L.1 12.1-14, EL 116’9 -134’6 Area 4                                  | U2       | [**]      | [**]             |
| [**]             | Annex Bldg -  Install & Finish Plumbing Fixtures, EL 100’ Area 4                                                           | U2       | [**]      | [**]             |
| [**]             | TURBINE BLDG -  SET & INSTALL MONORAILS EL 117’ 6” to 135’ 3”                                               | U2       | [**]      | [**]             |
| [**]             |                                                                                                                                     |     |      |             |
|             | Unit 3 milestone TBD                                                                                                                     | U3       | [**]      | [**]             |
| [**]             | Annex Bldg - Install  Lighting & Complete Electrical, EL 100’ Area 4                                                       | U2       | [**]      | [**]             |
| [**]             | Annex Bldg - Paint  Piping, EL 100’Area 4                                                                                           | U2       | [**]      | [**]             |
| [**]             | Aux Bldg - Begin  Preparation & Priming of Surfaces, EL 100’ to 117’6                                                 | U2       | [**]      | [**]             |
| [**]             |                                                                                                                                     |     |      |             |
|             | Unit 3 milestone TBD                                                                                                                     | U3       | [**]      | [**]             |
| [**]             | ERECT - HYDROGEN  STORAGE TANK AREA                                                                                                      | U2       | [**]      | [**]             |
| [**]             | Aux Bldg -  Prepare & Prime Surfaces, EL 100’ to 117’6 Areas 5 & 6                                           | U2       | [**]      | [**]             |

 

----

“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

Page35 of 46

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| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

**Stone &Webster [**]**

**MilestonePayment Schedule**

 
| **Activity  ID** | **Activity  Name**                                                                                                      | **Unit** | **Start** | **Payment  Due** |
|------------------|-------------------------------------------------------------------------------------------------------------------------|----------|-----------|------------------|
| [**]             | Annex Bldg - Perform  Piping Integrity Check, EL 100’ Area 2                                                       | U2       | [**]      | [**]             |
| [**]             |                                                                                                                    |     |      |             |
|             | Unit 3 milestone TBD                                                                                                    | U3       | [**]      | [**]             |
| [**]             | Turbine Bldg -  Set & Install VFD’s EL 135’ 3” to 161’ 0”                             | U2       | [**]      | [**]             |
| [**]             | Turbine Bldg - Place  Concrete Slab above Grade (SAG) at Column Line K.1-P.1 & 12.1-14, EL  117’6 Area 0  | U2       | [**]      | [**]             |
| [**]             | Aux Bldg - Place  Concrete Floor, EL 117’-6 Areas 5 & 6                                                   | U2       | [**]      | [**]             |
| [**]             |                                                                                                                    |     |      |             |
|             | Unit 3 milestone TBD                                                                                                    | U3       | [**]      | [**]             |
| [**]             | Containment - Install  Concrete Reinforcing Slab at EL 135’3                                                       | U2       | [**]      | [**]             |
| [**]             | Turbine Bldg - Ground  Structural Steel at Heater Bay, EL 100’                                                     | U2       | [**]      | [**]             |
| [**]             | Aux Bldg - Perform  Piping Integrity Check, EL 66’-6 Areas 7 & 8                                          | U2       | [**]      | [**]             |
| [**]             |                                                                                                                    |     |      |             |
| [**]             | (EDS) TEST SWITCH  BOARDS                                                                                               | U2       | [**]      | [**]             |
| [**]             | (TCS) TEST PUMPS                                                                                                        | U2       | [**]      | [**]             |
| [**]             | Aux Bldg - Begin  Installation of Reinforcing Assemblies , EL 262’9 to 333’9                                  | U2       | [**]      | [**]             |
| [**]             |                                                                                                                    |     |      |             |
| [**]             | Annex Bldg - Install  Battery Room Exhaust Fan VXS-MA-09A & B, EL 135”3 Area 1                       | U2       | [**]      | [**]             |
| [**]             | Turbine Bldg - Install  High Pressure Turbine Cross Under Exhaust East & West Pipe Spool, EL  100’ Area 1 | U2       | [**]      | [**]             |
| [**]             | Aux Bldg -  Form Deck Roof Slab at Column Line I-J1 & 2-4, EL 153’ Area 5                            | U2       | [**]      | [**]             |
| [**]             |                                                                                                                    |     |      |             |
| [**]             | Turbine Bldg - Install  Turbine Lower casings, EL 161’-2 Area 1                                                    | U2       | [**]      | [**]             |
| [**]             | Aux Bldg - Install  Grounding                                                                                           | U3       | [**]      | [**]             |
| [**]             | Install Nuclear Island  Basemat Lower Rebar & Embeds                                                           | U3       | [**]      | [**]             |
| [**]             |                                                                                                                    |     |      |             |
| [**]             | Aux Bldg - Assemble  Wall Rebar for EL 100’-135’3 Areas 1 - 8                                                 | U3       | [**]      | [**]             |
| [**]             | Turbine Bldg - Install  Piping Make Up Pieces to Auxiliary Boiler Equipment & Modules, El  100’ Area 2    | U2       | [**]      | [**]             |
| [**]             | (IDS) TEST SWITCH  BOARDS                                                                                               | U2       | [**]      | [**]             |

 

----

“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

Page36 of 46

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| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

**Stone &Webster [**]**

**MilestonePayment Schedule**

 
| **Activity  ID** | **Activity  Name**                                                                                                                   | **Unit** | **Start** | **Payment  Due** |
|------------------|--------------------------------------------------------------------------------------------------------------------------------------|----------|-----------|------------------|
| [**]             |                                                                                                                                 |     |      |             |
| [**]             | Aux Bldg - Install  Forms for Butting Wall J-2 & K-2 EL 66’-84’ Area 6                                            | U3       | [**]      | [**]             |
| [**]             | Aux Bldg - Begin  Installation of Concrete Forms, EL 66’6                                                                       | U3       | [**]      | [**]             |
| [**]             | Place Concrete for Unit  3 Nuclear Island Basemat                                                                                    | U3       | [**]      | [**]             |
| [**]             |                                                                                                                                 |     |      |             |
| [**]             | Aux Bldg -  Prepare & Prime Surfaces, EL 66’6 Area 4                                                                   | U3       | [**]      | [**]             |
| [**]             | Aux Bldg - Begin  Electrical Equipment Installation, EL 66’6 All Areas                                                          | U3       | [**]      | [**]             |
| [**]             | Turbine Bldg - Perform  Piping Integrity Check, EL 89’ & 100’ Area 0                                              | U2       | [**]      | [**]             |
| [**]             |                                                                                                                                 |     |      |             |
| [**]             | (ASS) TEST CIRCUIT  BREAKERS                                                                                                         | U2       | [**]      | [**]             |
| [**]             | Aux Bldg - Install Wall  Form at Column Line 9.5 From I to K, EL 66’6 - 84’6 Area 2                                   | U3       | [**]      | [**]             |
| [**]             | (CCS) TEST CIRCUIT  BREAKERS                                                                                                         | U2       | [**]      | [**]             |
| [**]             |                                                                                                                                 |     |      |             |
| [**]             | Aux Bldg - Begin  Installation of Wall Forms, EL 100’                                                                           | U3       | [**]      | [**]             |
| [**]             | Turbine Bldg -  Pull & Terminate Cable, EL89’ & 100’ Area 9                                              | U2       | [**]      | [**]             |
| [**]             | Aux Bldg - Install  Instruments to Support Hydro Test, EL 66’6 to 82’6 Areas 1 & 2                                | U2       | [**]      | [**]             |
| [**]             |                                                                                                                                 |     |      |             |
| [**]             | (RNS) TEST CIRCUIT  BREAKERS                                                                                                         | U2       | [**]      | [**]             |
| [**]             | Containment - Install  Rebar for Steam Generator Floors, EL 83’                                                                 | U3       | [**]      | [**]             |
| [**]             | Containment - Install  CB51 Steam Gen #1 Room Wall Panel Module (A), EL 80’-83’ Room 11201  Areas 1 & 2 | U3       | [**]      | [**]             |
| [**]             |                                                                                                                                 |     |      |             |
| [**]             | ECS ENERGIZE 4160V  SWGEAR TURB EL 135’ A 7 14.                                                                                 | U2       | [**]      | [**]             |
| [**]             | Containment - Place  Concrete to EL 87’ 6                                                                                       | U3       | [**]      | [**]             |
| [**]             | Containment - Begin  Concrete Placement, EL 84’6 - 108’2                                                                   | U3       | [**]      | [**]             |
| [**]             |                                                                                                                                 |     |      |             |
| [**]             | CWS - SYSTEM HYDRO  TURB & YARD                                                                                             | U2       | [**]      | [**]             |
| [**]             | CVS FLUSH P 1 W/TMP PMP  THRU CVS SKID TO SF POOL                                                                                    | U2       | [**]      | [**]             |
| [**]             | Containment - Remove  Bracing from CA04 Reactor Vessel Cavity / RCDT Structural                                                      | U3       | [**]      | [**]             |

 

----

“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

Page37 of 46

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| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

**Stone &Webster [**]**

**MilestonePayment Schedule**

 
| **Activity  ID** | **Activity  Name**                                                                                                               | **Unit** | **Start** | **Payment  Due** |
|------------------|----------------------------------------------------------------------------------------------------------------------------------|----------|-----------|------------------|
|             | Module, EL 87’6                                                                                                             |     |      |             |
| [**]             |                                                                                                                             |     |      |             |
| [**]             | CCS HYDRO PKG A IN AUX  BUILDING FROM 100’ to 135’3                                                                    | U2       | [**]      | [**]             |
| [**]             | FPS HYDRO PKG H AUX  3,4,5,6 ABOVE 135’ & Above                                                                    | U2       | [**]      | [**]             |
| [**]             | (MSS) TEST RELIEF  VALVES                                                                                                        | U2       | [**]      | [**]             |
| [**]             |                                                                                                                             |     |      |             |
| [**]             | Aux Bldg - Begin  Installation of Concrete Wall Forms, EL 118’6 - 133’                                                 | U3       | [**]      | [**]             |
| [**]             | Aux Bldg - Install Make  Up Piping for Cradle Reinforcement South, EL 66’6 Area 7                                           | U3       | [**]      | [**]             |
| [**]             | Aux Bldg - Place  Concrete at Column Line North Wall Column Line 2 - 4, EL 89’ thru 98’1 Area 6                        | U3       | [**]      | [**]             |
| [**]             | (CDS) TEST MOTOR  HEATERS                                                                                                        | U2       | [**]      | [**]             |
| [**]             | Turbine Bldg -  Flush & Hydro all Large Bore Pipe, By System, El All                                                    | U2       | [**]      | [**]             |
| [**]             |                                                                                                                             |     |      |             |
| [**]             | Aux Bldg - Place  Concrete Floor Slabs, EL 82’6 Area 2                                                                      | U3       | [**]      | [**]             |
| [**]             | Aux Bldg - Place  Concrete Beams at Column Line 9.1 - 9.5, J & K to 81’-6                                          | U3       | [**]      | [**]             |
| [**]             |                                                                                                                             |     |      |             |
| [**]             | Aux Bldg - Begin  Installation of Degasifier Column, EL 74’6                                                                | U3       | [**]      | [**]             |
| [**]             | Annex Bldg - Excavate  for Basemat (Check Soil Conductivity), EL 89’ Area 1A                                                | U3       | [**]      | [**]             |
| [**]             |                                                                                                                             |     |      |             |
| [**]             | Annex Bldg - Install  Basemat Grounding Grid, Column Lines 2 - 13 & A - I1, EL 89’ Areas  1, 2, 3 & 4     | U3       | [**]      | [**]             |
| [**]             | Annex Bldg - Install  Masonry Wall Column Line C.5 Corridor Wall, Rooms 40311 & 40319, EL  100’ - 118’ Area 4 | U3       | [**]      | [**]             |
| [**]             |                                                                                                                             |     |      |             |
| [**]             | Aux Bldg - Begin  Concrete Placement, EL 107’2                                                                              | U3       | [**]      | [**]             |
| [**]             | Aux Bldg - Install  Precast Panels, EL 100’ for Room 12351 Area 4                                                      | U3       | [**]      | [**]             |

 

----

“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

Page38 of 46

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| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

**Stone &Webster [**]**

**MilestonePayment Schedule**

 
| **Activity  ID** | **Activity  Name**                                                                                                                         | **Unit** | **Start** | **Payment  Due** |
|------------------|--------------------------------------------------------------------------------------------------------------------------------------------|----------|-----------|------------------|
| [**]             |                                                                                                                                       |     |      |             |
| [**]             | Aux Bldg - Begin  Installation of Personnel Access Hatch from Aux Bldg to Containment, EL 107’2                                       | U3       | [**]      | [**]             |
| [**]             | Turbine Bldg - Install  6” Work Mat below Turbine Bldg Basemat, EL 95’6 Area 0                                                   | U3       | [**]      | [**]             |
| [**]             |                                                                                                                                       |     |      |             |
| [**]             | Annex Bldg - Cure 2’  Wall at Column Line 9,E-H.03/6.5 Room 40309, EL 100’ Area 1                                           | U3       | [**]      | [**]             |
| [**]             | Aux Bldg - Place  Concrete Wall at Column I 7.3-10, EL 133’- 149’ Area 2                                                         | U3       | [**]      | [**]             |
| [**]             | Annex Bldg - Place 2’  Wall at Col 12-13 & G.2-H.03 (Room 40305), EL 100’ - 117’2 Area  1                     | U3       | [**]      | [**]             |
| [**]             |                                                                                                                                       |     |      |             |
| [**]             | Turbine Bldg - #2 Place  Turbine Bldg Basemat, Areas 8 & 9, EL 100’0                                                         | U3       | [**]      | [**]             |
| [**]             | Aux Bldg -  Prepare & Prime Walls, EL 117’6 to 135’3 Areas 7 And 8                                                      | U3       | [**]      | [**]             |
| [**]             | Aux Bldg - Install  Shield Wall Form at 5-N EL 165’-181’ Areas 7 & 8                                               | U3       | [**]      | [**]             |
| [**]             |                                                                                                                                       |     |      |             |
| [**]             | Annex Bldg - Install  Forms East Grade Wall Col. Line E, Rooms 40326, 40353, 40357, 40340, EL 100’  - 107’2 Areas 2 & 3 | U3       | [**]      | [**]             |
| [**]             | Turbine Bldg - #5 Place  Turbine Bldg Basemat at Column Line 11-12.1, EL 100’                                                         | U3       | [**]      | [**]             |
| [**]             | Annex Bldg - Install  Roof Ventilator VXS-MY-V02, EL 118’6 Area 4                                                                     | U3       | [**]      | [**]             |
| [**]             |                                                                                                                                       |     |      |             |
| [**]             | Turbine Bldg - Install  CH81C North Turbine Turning Gear (TG)Support Module 2033-CH81C, EL 100’ Area  3                               | U3       | [**]      | [**]             |
| [**]             | Annex Bldg - Install  Forms for Area 1, EL 117’6                                                                                      | U3       | [**]      | [**]             |
| [**]             |                                                                                                                                       |     |      |             |
| [**]             | Aux Bldg - Place Concrete  Shield Wall at Column 5-Q EL 179’ - 213’ Areas 7 & 8                                         | U3       | [**]      | [**]             |
| [**]             | Annex Bldg - Install  Forms for 1’ Wall at Column Line 4 E-H, EL 120’ To 134’ Areas 2 & 3                          | U3       | [**]      | [**]             |
| [**]             | Turbine Bldg - Install  Cable Trays & Supports EL 117’ 6” to 135’ 3”                                          | U3       | [**]      | [**]             |
| [**]             |                                                                                                                                       |     |      |             |
| [**]             | Turbine Bldg - Ground  Structural Steel at Column Line 12-14, EL 100’                                                                 | U3       | [**]      | [**]             |

 

----

“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

Page39 of 46

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| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

**Stone &Webster [**]**

**MilestonePayment Schedule**

 
| **Activity  ID** | **Activity  Name**                                                                                                             | **Unit** | **Start** | **Payment  Due** |
|------------------|--------------------------------------------------------------------------------------------------------------------------------|----------|-----------|------------------|
| [**]             | ECS ENERGIZE MCC’S  132/232 TEMP POW AUX 100’                                                                        | U3       | [**]      | [**]             |
| [**]             | Containment - Install  Ring #2 Including Walkway, Horizontal CircularTray and Piping, EL 135’3                            | U3       | [**]      | [**]             |
| [**]             |                                                                                                                           |     |      |             |
| [**]             | Annex Bldg - Install 5  Ton Crane and Hook Column Line 2 - 4 & G - H Room 40358, EL  107’2 Area 3           | U3       | [**]      | [**]             |
| [**]             | Turbine Bldg - Place  Concrete Slab above Grade (Slab above Grade (SAG)) at I.2-K.1 &  12.1-14, EL 117’-6 Area 4 | U3       | [**]      | [**]             |
| [**]             | Annex Bldg - 1D, Cure  2’ Wall at Column Line 9, E-H.03/6.5                                                               | U3       | [**]      | [**]             |
| [**]             |                                                                                                                           |     |      |             |
| [**]             | Annex Bldg - Install  Exhaust Fans (VBS/VXS-MA-09/13), EL 135’3 Area 1                                                    | U3       | [**]      | [**]             |
| [**]             | Turbine Bldg - Install  Lighting Transformers, EL 100’ Area 0                                                             | U3       | [**]      | [**]             |
| [**]             | Aux Bldg - Install  Structural Steel Roof Framing & Deck, EL 160’ Areas 3 & 4                           | U3       | [**]      | [**]             |
| [**]             |                                                                                                                           |     |      |             |
| [**]             | Containment -  Align & Tack Structural Modules CA02, CA03, & CA56, EL 84’6  - 135’3                | U3       | [**]      | [**]             |
| [**]             | Turbine Bldg - Install  Lower (CDS) Condenser Shell C, El 100’ Area 2                                                     | U3       | [**]      | [**]             |
| [**]             | Aux Bldg - Install CH67  Upper Annulus Stair/Lift Platform, EL 243’ to 261                                                | U3       | [**]      | [**]             |
| [**]             |                                                                                                                           |     |      |             |
| [**]             | Turbine Bldg - Install  KT04 Service Water System (SWS) Strainer Module, EL 100’ Area 0                                   | U3       | [**]      | [**]             |
| [**]             | Aux Bldg - Install  Conduit, EL 153’ to 264’-6”                                                                 | U3       | [**]      | [**]             |
| [**]             |                                                                                                                           |     |      |             |
| [**]             | Aux Bldg - Install  Valves, EL 117’6 to 135’3                                                                        | U3       | [**]      | [**]             |
| [**]             | Annex Bldg - Install  Elevator Mechanical Equipment, EL 180’ Areas 2 & 3                                         | U3       | [**]      | [**]             |
| [**]             | Turbine Bldg - Install  Cable Tray Along Column Line R 13.1-17, EL 99’ Area 1                                             | U3       | [**]      | [**]             |
| [**]             |                                                                                                                           |     |      |             |
| [**]             | Turbine Bldg - Install  W480 Feedwater (FWS)Booster Pump Suction Pipe Module, EL 117’6 Area 8                             | U3       | [**]      | [**]             |

 

----

“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

Page40 of 46

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| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

**Stone &Webster [**]**

**MilestonePayment Schedule**

 
| **Activity  ID** | **Activity  Name**                                                                                                   | **Unit** | **Start** | **Payment  Due** |
|------------------|----------------------------------------------------------------------------------------------------------------------|----------|-----------|------------------|
| [**]             | Annex Bldg - Perform  Construction Pre - Turnover Electrical Check Out, EL 107’-2 Area 2                        | U3       | [**]      | [**]             |
| [**]             | Turbine Bldg - Fitup  Circ Water System (CWS) Supply & Return Piping to the Condenser, EL  100’ Area 2 | U3       | [**]      | [**]             |
| [**]             |                                                                                                                 |     |      |             |
| [**]             | Turbine  Building-INSTALL MODULE W581-South Heater Bay Vertical Pipe Chase                                           | U3       | [**]      | [**]             |
| [**]             | Turbine Bldg - Install  Piping from Condensate Pump Discharge to CPS Equipment Package, EL 100’ Area  6         | U3       | [**]      | [**]             |
| [**]             |                                                                                                                 |     |      |             |
| [**]             | Turbine Bldg - Install  KT48 VYS Module, EL 117’-6 Area 8                                                       | U3       | [**]      | [**]             |
| [**]             | Turbine  Building-INSTALL MODULE KT34-LOS Clean Oil Transfer Pump Module                                             | U3       | [**]      | [**]             |
| [**]             | Turbine Bldg - Install  W680 Feedwater (FWS) Min-Flow Pipe Module, EL 135 Area 8                                     | U3       | [**]      | [**]             |
| [**]             | Aux Bldg - Begin  Construction Testing (Hot & Cold Checks) of Electrical Components,  EL 66’-6         | U3       | [**]      | [**]             |
| [**]             |                                                                                                                 |     |      |             |
| [**]             | Turbine Bldg - Install  Dike Wall at Column Lines 12.1-13.1 & P.1-R in LOS Room, EL 117’-6             | U3       | [**]      | [**]             |
| [**]             |                                                                                                                 |     |      |             |
| [**]             | Turbine Bldg - Perform  Piping Integrity Check, EL 161’ Area 9                                                  | U3       | [**]      | [**]             |
| [**]             | Aux Bldg - Install EDS  Batteries in Division B Battery Room 12204, EL 82’-6 Area 1                        | U3       | [**]      | [**]             |
| [**]             | Turbine Bldg - Pull  Cable from MCC’S on EL 117’6 to all Areas, EL 100’                               | U3       | [**]      | [**]             |
| [**]             | Aux Bldg - Begin Piping  Integrity Checks, EL 135’-3                                                            | U3       | [**]      | [**]             |
| [**]             |                                                                                                                 |     |      |             |
| [**]             | Aux Bldg - Charge EDS  Batteries                                                                                     | U3       | [**]      | [**]             |
| [**]             | (RWS) TEST CIRCUIT  BREAKERS                                                                                         | U3       | [**]      | [**]             |
| [**]             | RNS HYDRO PKG B FROM  PUMP DISC TO ISO VALVE                                                                         | U3       | [**]      | [**]             |
| [**]             |                                                                                                                 |     |      |             |
| [**]             | ECS ELECTR CHECK OUT  MCC’S 312/313 TURB 117’                                                              | U3       | [**]      | [**]             |
| [**]             | Yard -  Excavate & Install Underground Diesel Fuel Lines                                                    | U3       | [**]      | [**]             |

 

----

“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

Page41 of 46

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| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

**Stone &Webster [**]**

**MilestonePayment Schedule**

 
| **Activity  ID** | **Activity  Name**                                                                                                         | **Unit** | **Start** | **Payment  Due** |
|------------------|----------------------------------------------------------------------------------------------------------------------------|----------|-----------|------------------|
| [**]             |                                                                                                                       |     |      |             |
| [**]             | (IDS) TEST SWITCH  BOARDS                                                                                                  | U3       | [**]      | [**]             |
| [**]             | (IDS) TEST FUSE PANELS                                                                                                     | U3       | [**]      | [**]             |
| [**]             | ECS ENERGIZE LOAD  CENTRS TURB 135’ A 7                                                                               | U3       | [**]      | [**]             |
| [**]             | UNIT 2 Substantial  Completion                                                                                             | U2       | [**]      | [**]             |
| [**]             |                                                                                                                       |     |      |             |
| [**]             | Turbine Bldg - Perform  Piping Integrity Check, EL 135’-3 Area 5                                                      | U3       | [**]      | [**]             |
| [**]             | Turbine Bldg - Perform  Piping Integrity Check, EL 135’-3 Area 0                                                      | U3       | [**]      | [**]             |
| [**]             | Containment - Install  CA31 Steel Floor, EL 107’2 Reactor Vessel Cavity Floor Module (11105 Ceiling,  Floor 11504)    | U3       | [**]      | [**]             |
| [**]             |                                                                                                                       |     |      |             |
| [**]             | RNS - HYDRO PKG B FM  IRWST/CVS 7&8 TO RNS PUMPS                                                                       | U3       | [**]      | [**]             |
| [**]             | (VWS) TEST PUMP MOTORS                                                                                                     | U3       | [**]      | [**]             |
| [**]             | Turbine Bldg - Install  Fire Protection Equipment, EL 135’3                                                           | U3       | [**]      | [**]             |
| [**]             |                                                                                                                       |     |      |             |
| [**]             | Aux Bldg - Install WLS  PDT-160 Waste After Filter Differential Pressure Transmitter, EL 66’6  Room 12151 Area 4 | U3       | [**]      | [**]             |
| [**]             | Aux Bldg - Begin  Installation of Instrumentation in all Rooms, EL 66’6 to 82’6                                  | U3       | [**]      | [**]             |
| [**]             | Containment - Perform  Piping Integrity Check, EL 118’6 - 135’3                                                  | U3       | [**]      | [**]             |
| [**]             |                                                                                                                       |     |      |             |
| [**]             | Annex Bldg - Pull  Cable & Terminate, EL 117’ Area 1                                                         | U3       | [**]      | [**]             |
| [**]             | Turbine Bldg - Perform  Piping Integrity Check, EL 117’-6 Area 3                                                      | U3       | [**]      | [**]             |
| [**]             | (DWS) TEST CIRCUIT  BREAKERS                                                                                               | U3       | [**]      | [**]             |
| [**]             |                                                                                                                       |     |      |             |
| [**]             | Radwaste Bldg - Pull  Cable, Room 50353, EL 100’ Area 3                                                          | U3       | [**]      | [**]             |
| [**]             | (RNS) TEST PUMP MOTORS                                                                                                     | U3       | [**]      | [**]             |
| [**]             | Turbine Bldg - Pull  Cable & Terminate ,EL 117’6 Area 1                                                      | U3       | [**]      | [**]             |
| [**]             |                                                                                                                       |     |      |             |
| [**]             | Turbine Bldg - Perform  Pre - Turnover Construction Electrical Check Out, EL 117’-6 Area 3                            | U3       | [**]      | [**]             |

 

----

“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

Page42 of 46

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| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

**Stone &Webster [**]**

**MilestonePayment Schedule**

 
| **Activity  ID** | **Activity  Name**                                                                                                             | **Unit** | **Start** | **Payment  Due** |
|------------------|--------------------------------------------------------------------------------------------------------------------------------|----------|-----------|------------------|
| [**]             | Aux Bldg - Activate  Class 1E DC and UPS System (IDS) A/B/D DK-1 to RNS Isolation Valve  Control Power                    | U3       | [**]      | [**]             |
| [**]             | Turbine Bldg - Pull  Cable from MCC’S on EL 117’ to all Areas EL 135’3                                          | U3       | [**]      | [**]             |
| [**]             |                                                                                                                           |     |      |             |
| [**]             | FPS HYDRANT  FLUSH & PRESSURE TEST                                                                                    | U3       | [**]      | [**]             |
| [**]             | Containment - Perform  Testing of Polar Crane (MHS-MH-01), EL 135’3 Area 1                                                | U3       | [**]      | [**]             |
| [**]             | Turbine Bldg -  Pull & Terminate Cable, EL 135’-3 Area 4                                                         | U3       | [**]      | [**]             |
| [**]             |                                                                                                                           |     |      |             |
| [**]             | Diesel Gen Bldg - Pull  Cable & Terminate - Drain Sump Pump (WWS-MP-B), EL 100 Area 2                                 | U3       | [**]      | [**]             |
| [**]             | Containment - Perform  Construction Testing (Hot & Cold Checks) of Electrical Components,  EL 84’6 to 107’2 | U3       | [**]      | [**]             |
| [**]             | Containment - Perform  Piping Integrity Check, EL 162’1 & above                                                  | U3       | [**]      | [**]             |
| [**]             |                                                                                                                           |     |      |             |
| [**]             | Containment - Install  Balance of Piping Insulation (as required), EL 66’6 to 71’6 All Areas                         | U3       | [**]      | [**]             |
| [**]             | Aux Bldg - Begin  Installation ofl Balance of Piping Insulation after Hydro, EL EL 135’3 to  153’                    | U3       | [**]      | [**]             |
| [**]             | Turbine Bldg - Perform  Piping Integrity Check, EL 135’-3 Area 2                                                          | U3       | [**]      | [**]             |
| [**]             |                                                                                                                           |     |      |             |
| [**]             | Turbine Bldg - Activate  Switchgear & Electrical Rooms, EL 135’-3                                                | U3       | [**]      | [**]             |
| [**]             | Containment - Install  KU05AZ Standard Service Module South, EL 135’3 Room 11500 Area 1                              | U3       | [**]      | [**]             |
| [**]             | Turbine Bldg - Perform  Piping Integrity Check, EL 226’ Area 4                                                            | U3       | [**]      | [**]             |
| [**]             |                                                                                                                           |     |      |             |
| [**]             | VYS HYDRO PKG D TURB  PIPING ABOVE 117’ TO 161’                                                                      | U3       | [**]      | [**]             |
| [**]             | Containment - Install  Piping & Equipment Insulation (as required), EL 135’3 to 162’1 All  Areas            | U3       | [**]      | [**]             |
| [**]             | Containment - Perform  Construction Testing (Hot & Cold Checks) of Electrical Components,  EL 135’3              | U3       | [**]      | [**]             |

 

----

“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

Page43 of 46

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| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

**Stone &Webster [**]**

**MilestonePayment Schedule**

 
| **Activity  ID** | **Activity  Name**                                                                                                          | **Unit** | **Start** | **Payment  Due** |
|------------------|-----------------------------------------------------------------------------------------------------------------------------|----------|-----------|------------------|
| [**]             |                                                                                                                        |     |      |             |
| [**]             | Aux Bldg - Complete  Make Up Piping, EL 298’9 Room 12703 Areas 7 & 8                                     | U3       | [**]      | [**]             |
| [**]             | (MTS) TEST MAIN  TURBINES                                                                                                   | U3       | [**]      | [**]             |
| [**]             | Aux Bldg - Perform  Piping Integrity Check, EL 258’ Area 7 Annulus                                                     | U3       | [**]      | [**]             |
| [**]             |                                                                                                                        |     |      |             |
| [**]             | Turbine Bldg - Perform  Pre - Turnover Construction Electrical Check Out, EL 135’-3 Area 2                             | U3       | [**]      | [**]             |
| [**]             | (PSS) TEST PUMP MOTORS                                                                                                      | U3       | [**]      | [**]             |
| [**]             | Radwaste Bldg -  Flush & Hydro all Large Bore Pipe, By System, El All                                              | U3       | [**]      | [**]             |
| [**]             |                                                                                                                        |     |      |             |
| [**]             | Aux Bldg - Perform  Construction Testing (Hot & Cold Checks) of Electrical Components,  EL 100’ Areas 7 and 8 | U3       | [**]      | [**]             |
| [**]             | Aux Bldg - Begin  Activation of AC & DC Power to Plant Equipment, EL 135’3                                    | U3       | [**]      | [**]             |
| [**]             | Aux Bldg - Begin  Construction Testing (Hot & Cold Checks) of Electrical Components,  EL 117’6                | U3       | [**]      | [**]             |
| [**]             |                                                                                                                        |     |      |             |
| [**]             | RXS VERIFY ROD CONTROL  INTERLOCK AND SIGNAL                                                                                | U3       | [**]      | [**]             |
| [**]             | RXS COMP  FILL & VENT RV & PRESSURIZE PIPE                                                                | U3       | [**]      | [**]             |
| [**]             | Aux Bldg - Perform  Normal Residual Heat Removal (RNS) Electrical System Checkout                                           | U3       | [**]      | [**]             |
| [**]             |                                                                                                                        |     |      |             |
| [**]             | Turbine Bldg -  Pull & Terminate Cable, EL 135’-3 Area 7                                                      | U3       | [**]      | [**]             |
| [**]             | Containment - Perform  Communication System (Paging Only) Phase I Testing                                                   | U3       | [**]      | [**]             |
| [**]             | LOS - VERIFY  PERFORMANCE TURBINE ON TURNING GEAR                                                                           | U3       | [**]      | [**]             |
| [**]             |                                                                                                                        |     |      |             |
| [**]             | Turbine Bldg - Perform  Construction Electrical Checkout (Hot & Cold Checks), EL 100’ Areas  3 & 7   | U3       | [**]      | [**]             |
| [**]             | Containment - Install  Reactor Vessel (RV) Head to Support Cold Hydro                                                       | U3       | [**]      | [**]             |
| [**]             | (TDS) TEST CIRCUIT  BREAKERS                                                                                                | U3       | [**]      | [**]             |
| [**]             |                                                                                                                        |     |      |             |
| [**]             | (VES) TEST RELIEF  VALVES                                                                                                   | U3       | [**]      | [**]             |

 

----

“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

Page44 of 46

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| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

**Stone &Webster [**]**

**MilestonePayment Schedule**

 
| **Activity  ID** | **Activity  Name**                                                                                                 | **Unit** | **Start** | **Payment  Due** |
|------------------|--------------------------------------------------------------------------------------------------------------------|----------|-----------|------------------|
| [**]             | CDS FLUSH PKG 1 TURBINE  BUILDING BELOW 135’                                                                  | U3       | [**]      | [**]             |
| [**]             | (PGS) TEST PUMP                                                                                                    | U3       | [**]      | [**]             |
| [**]             |                                                                                                               |     |      |             |
| [**]             | (DRS) TEST STORM DRAIN  SYSTEM (MECH)                                                                              | U3       | [**]      | [**]             |
| [**]             | (RDS) TEST  GRAVITY & ROOF DRAINAGE SYSTEM                                                                | U3       | [**]      | [**]             |
| [**]             | CDS - HYDRO PKG B TURB  BUILDING ABOVE 135’                                                                   | U3       | [**]      | [**]             |
| [**]             |                                                                                                               |     |      |             |
| [**]             | Align  Primary & Secondary Systems for Cold Hyro/Establish Pre-requisites                                 | U3       | [**]      | [**]             |
| [**]             |                                                                                                               |     |      |             |
| [**]             | Containment - Install  TE121A RCS Cold Leg 1A Narrow Range RTD 1, EL 104’ Room 11201                     | U3       | [**]      | [**]             |
| [**]             | BDS-14.2.8.1.54 DRN SG  S AFTER 2NDRY HYDRO                                                                        | U3       | [**]      | [**]             |
| [**]             | Containment - Begin  Installation of RCS Main Loop Instrumentation, EL 84’6                                   | U3       | [**]      | [**]             |
| [**]             |                                                                                                               |     |      |             |
| [**]             | MTS TURBINE ROLL                                                                                                   | U3       | [**]      | [**]             |
| [**]             | RCS 14.2.8.1.67 VER  OPERATION RCS 240 HRS (HFT)                                                                   | U3       | [**]      | [**]             |
| [**]             | Containment - Install  Balance of Piping & Equipment Insulation after Hydro, EL 118’6 to  135’3 | U3       | [**]      | [**]             |
| [**]             |                                                                                                               |     |      |             |
| [**]             | VUS ISO VALVE ALIGNMENT  COMPLETE                                                                                  | U3       | [**]      | [**]             |
| [**]             | VUS 14.2.8.1.102 ILRT -  CONTAINMENT VESSEL                                                                        | U3       | [**]      | [**]             |
| [**]             | VUS 14.2.8.1.93 SIT -  CONTAINMENT VESSEL                                                                          | U3       | [**]      | [**]             |
| [**]             |                                                                                                               |     |      |             |
|             | No Milestones available                                                                                            |     |      |             |
| [**]             |                                                                                                               |     |      |             |
|             | No Milestones available                                                                                            |     |      |             |
| [**]             |                                                                                                               |     |      |             |
|             | No Milestones available                                                                                            |     |      |             |
| [**]             |                                                                                                               |     |      |             |
| [**]             | READY FOR FUEL LOAD -  UNIT 3                                                                                      | U3       |      |             |
| [**]             |                                                                                                               |     |      |             |
| [**]             | INITIAL CRITICALITY &  LPPT Unit 3                                                                        | U3       | [**]      | [**]             |
| [**]             | RCS HEATUP &  RESOLVE HFT PUNCH LIST ITEMS                                                                | U3       | [**]      | [**]             |

 

----

“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

Page45 of 46

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| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

**Stone &Webster [**]**

**MilestonePayment Schedule**

 
| **Activity  ID** | **Activity  Name**                         | **Unit** | **Start** | **Payment  Due** |
|------------------|--------------------------------------------|----------|-----------|------------------|
| [**]             |                                       |     |      |             |
| [**]             | ESCALATE TO 10% SYNCH  ON GRID             | U3       | [**]      | [**]             |
| [**]             | POWER ASCENSION TO  5%-SECONDARY SIDE WORK | U3       | [**]      | [**]             |
| [**]             |                                       |     |      |             |
| [**]             | MAINTENANCE OUTAGE                         | U3       | [**]      | [**]             |
| [**]             | 50% POWER TESTING                          | U3       | [**]      | [**]             |
| [**]             | POWER ASCENSION TO 30%  POWER              | U3       | [**]      | [**]             |
| [**]             |                                       |     |      |             |
| [**]             | LOSS OF OFFSITE POWER  TEST                | U3       | [**]      | [**]             |
| [**]             | LOAD SWING TESTING                         | U3       | [**]      | [**]             |
| [**]             | 100% POWER TESTING                         | U3       | [**]      | [**]             |
| [**]             |                                       |     |      |             |
| [**]             | [**] PERFORMANCE TEST  Unit 3              | U3       | [**]      | [**]             |
| [**]             |                                       |     |      |             |
| [**]             | UNIT 3 Substantial  Completion             | U3       | [**]      | [**]             |

 

----

“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

Page46 of 46

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| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

**EXHIBIT F-2**

**PAYMENT PLAN**

 

Exhibit F-2 provides the [**] Scope of Work.  These payments will be invoiced in accordancewith the provisions of Article 8 — Payments, Exhibit H -Pricing and Exhibit J- Price Adjustment Provisions.

 

Capitalized termsused herein and not defined herein have the meaning assigned in the Agreement.

 

F.2           [**]

 

F.2.1        Westinghouse [**] Payments

 
| **Estimated  Invoice** | **Unit  2**  | **Unit  3** | ** **   |
|------------------------|--------------|-------------|--------------|
| **Date**               | **Material** | **Labor**   | **Material** | **Labor** | **[**]** |
| Apr-08                 |         |        |         |   |   |
| May-08                 |         |        |         |   |   |
| Jun-08                 |         |        |         |   |   |
| Jul-08                 |         |        |         |   |   |
| Aug-08                 |         |        |         |   |   |
| Sep-08                 |         |        |         |   |   |
| Oct-08                 |         |        |         |   |   |
| Nov-08                 |         |        |         |   |   |
| Dec-08                 |         |        |         |   |   |
| Jan-09                 |         |        |         |   |   |
| Feb-09                 |         |        |         |   |   |
| Mar-09                 |         |        |         |   |   |
| Apr-09                 |         |        |         |   |   |
| May-09                 |         |        |         |   |   |
| Jun-09                 |         |        |         |   |   |
| Jul-09                 |         | [**]        |         |   | [**] |
| Aug-09                 |         | [**]        |         |   | [**] |

 

----

“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

Page1 of 13

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| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 
| **Estimated  Invoice** | **Unit  2**  | **Unit  3** | ** **   |
|------------------------|--------------|-------------|--------------|
| **Date**               | **Material** | **Labor**   | **Material** | **Labor** | **[**]** |
| Sep-09                 |         | [**]        |         |   | [**] |
| Oct-09                 |         | [**]        |         |   | [**] |
| Nov-09                 |         | [**]        |         |   | [**] |
| Dec-09                 |         | [**]        |         |   | [**] |
| Jan-10                 |         | [**]        |         |   | [**] |
| Feb-10                 |         | [**]        |         |   | [**] |
| Mar-10                 |         | [**]        |         |   | [**] |
| Apr-10                 | [**]         | [**]        |         | [**] | [**] |
| May-10                 | [**]         | [**]        |         | [**] | [**] |
| Jun-10                 |         | [**]        |         | [**] | [**] |
| Jul-10                 |         | [**]        |         | [**] | [**] |
| Aug-10                 |         | [**]        |         | [**] | [**] |
| Sep-10                 |         | [**]        |         | [**] | [**] |
| Oct-10                 |         | [**]        |         | [**] | [**] |
| Nov-10                 |         | [**]        |         | [**] | [**] |
| Dec-10                 |         | [**]        |         | [**] | [**] |
| Jan-11                 |         | [**]        |         | [**] | [**] |
| Feb-11                 |         | [**]        |         | [**] | [**] |
| Mar-11                 |         | [**]        |         | [**] | [**] |
| Apr-11                 |         | [**]        |         | [**] | [**] |
| May-11                 |         | [**]        | [**]         | [**] | [**] |
| Jun-11                 |         | [**]        | [**]         | [**] | [**] |
| Jul-11                 | [**]         | [**]        |         | [**] | [**] |
| Aug-11                 | [**]         | [**]        |         | [**] | [**] |
| Sep-11                 | [**]         | [**]        |         | [**] | [**] |
| Oct-11                 | [**]         | [**]        |         | [**] | [**] |

 

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| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 
| **Estimated  Invoice** | **Unit  2**  | **Unit  3** | ** **   |
|------------------------|--------------|-------------|--------------|
| **Date**               | **Material** | **Labor**   | **Material** | **Labor** | **[**]** |
| Nov-11                 | [**]         | [**]        |         | [**] | [**] |
| Dec-11                 | [**]         | [**]        |         | [**] | [**] |
| Jan-12                 | [**]         | [**]        |         | [**] | [**] |
| Feb-12                 | [**]         | [**]        |         | [**] | [**] |
| Mar-12                 | [**]         | [**]        |         | [**] | [**] |
| Apr-12                 | [**]         | [**]        |         | [**] | [**] |
| May-12                 | [**]         | [**]        |         | [**] | [**] |
| Jun-12                 | [**]         | [**]        |         | [**] | [**] |
| Jul-12                 | [**]         | [**]        |         | [**] | [**] |
| Aug-12                 | [**]         | [**]        |         | [**] | [**] |
| Sep-12                 | [**]         | [**]        |         | [**] | [**] |
| Oct-12                 | [**]         | [**]        |         | [**] | [**] |
| Nov-12                 | [**]         | [**]        |         | [**] | [**] |
| Dec-12                 | [**]         | [**]        |         | [**] | [**] |
| Jan-13                 | [**]         | [**]        |         | [**] | [**] |
| Feb-13                 | [**]         | [**]        |         | [**] | [**] |
| Mar-13                 | [**]         | [**]        |         | [**] | [**] |
| Apr-13                 | [**]         | [**]        |         | [**] | [**] |
| May-13                 | [**]         | [**]        |         | [**] | [**] |
| Jun-13                 | [**]         | [**]        |         | [**] | [**] |
| Jul-13                 | [**]         |        |         | [**] | [**] |
| Aug-13                 | [**]         |        | [**]         | [**] | [**] |
| Sep-13                 | [**]         |        | [**]         | [**] | [**] |
| Oct-13                 | [**]         |        | [**]         | [**] | [**] |
| Nov-13                 | [**]         |        | [**]         | [**] | [**] |
| Dec-13                 | [**]         |        | [**]         | [**] | [**] |

 

----

“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

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| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 
| **Estimated  Invoice** | **Unit 2** | **Unit 3** | ** **   |
|------------------------|-----------------|-----------------|--------------|
| **Date**               | **Material**    | **Labor**       | **Material** | **Labor** | **[**]** |
| Jan-14                 | [**]            |            | [**]         | [**] | [**] |
| Feb-14                 | [**]            |            | [**]         | [**] | [**] |
| Mar-14                 | [**]            | [**]            | [**]         | [**] | [**] |
| Apr-14                 | [**]            |            | [**]         | [**] | [**] |
| May-14                 | [**]            |            | [**]         | [**] | [**] |
| Jun-14                 | [**]            |            | [**]         | [**] | [**] |
| Jul-14                 | [**]            |            | [**]         | [**] | [**] |
| Aug-14                 | [**]            |            | [**]         | [**] | [**] |
| Sep-14                 | [**]            |            | [**]         | [**] | [**] |
| Oct-14                 | [**]            |            | [**]         | [**] | [**] |
| Nov-14                 | [**]            |            | [**]         | [**] | [**] |
| Dec-14                 | [**]            |            | [**]         | [**] | [**] |
| Jan-15                 | [**]            |            | [**]         | [**] | [**] |
| Feb-15                 | [**]            |            | [**]         | [**] | [**] |
| Mar-15                 | [**]            |            | [**]         | [**] | [**] |
| Apr-15                 | [**]            |            | [**]         | [**] | [**] |
| May-15                 | [**]            |            | [**]         | [**] | [**] |
| Jun-15                 | [**]            |            | [**]         | [**] | [**] |
| Jul-15                 | [**]            |            | [**]         | [**] | [**] |
| Aug-15                 | [**]            |            | [**]         | [**] | [**] |
| Sep-15                 |            |            | [**]         | [**] | [**] |
| Oct-15                 |            |            | [**]         | [**] | [**] |
| Nov-15                 |            |            | [**]         | [**] | [**] |
| Dec-15                 |            |            | [**]         | [**] | [**] |
| Jan-16                 |            |            | [**]         | [**] | [**] |
| Feb-16                 |            |            | [**]         | [**] | [**] |

 

----

“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

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| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 
| **Estimated  Invoice** | **Unit 2** | **Unit 3** | ** **   |
|------------------------|-----------------|-----------------|--------------|
| **Date**               | **Material**    | **Labor**       | **Material** | **Labor** | **[**]** |
| Mar-16                 |            |            | [**]         | [**] | [**] |
| Apr-16                 |            |            | [**]         | [**] | [**] |
| May-16                 |            |            | [**]         | [**] | [**] |
| Jun-16                 |            |            | [**]         | [**] | [**] |
| Jul-16                 |            |            | [**]         | [**] | [**] |
| Aug-16                 |            |            | [**]         | [**] | [**] |
| Sep-16                 |            |            | [**]         | [**] | [**] |
| Oct-16                 |            |            | [**]         | [**] | [**] |
| Nov-16                 |            |            | [**]         | [**] | [**] |
| Dec-16                 |            |            | [**]         | [**] | [**] |
| Jan-17                 |            |            | [**]         | [**] | [**] |
| Feb-17                 |            |            | [**]         | [**] | [**] |
| Mar-17                 |            |            | [**]         | [**] | [**] |
| Apr-17                 |            |            | [**]         |   | [**] |
| May-17                 |            |            | [**]         |   | [**] |
| Jun-17                 |            |            | [**]         |   | [**] |

 

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“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

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| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

F.2.2        Westinghouse [**]

Payments

 

| **Estimated  Invoice  Date** | **Unit  2** | **Unit  3** |
|------------------------------|-------------|-------------|
| Apr-08                       |        |        |
| May-08                       |        |        |
| Jun-08                       |        |        |
| Jul-08                       |        |        |
| Aug-08                       |        |        |
| Sep-08                       |        |        |
| Oct-08                       |        |        |
| Nov-08                       |        |        |
| Dec-08                       |        |        |
| Jan-09                       |        |        |
| Feb-09                       |        |        |
| Mar-09                       |        |        |
| Apr-09                       |        |        |
| May-09                       |        |        |
| Jun-09                       |        |        |
| Jul-09                       |        |        |
| Aug-09                       |        |        |
| Sep-09                       |        |        |
| Oct-09                       | [**]        |        |
| Nov-09                       | [**]        |        |
| Dec-09                       | [**]        |        |
| Jan-10                       | [**]        |        |
| Feb-10                       | [**]        |        |
| Mar-10                       | [**]        |        |

 

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“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

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| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

| **Estimated  Invoice  Date** | **Unit 2** | **Unit 3** |
|------------------------------|-----------------|-----------------|
| Apr-10                       | [**]            |            |
| May-10                       | [**]            |            |
| Jun-10                       | [**]            |            |
| Jul-10                       | [**]            |            |
| Aug-10                       | [**]            |            |
| Sep-10                       | [**]            |            |
| Oct-10                       | [**]            |            |
| Nov-10                       | [**]            |            |
| Dec-10                       | [**]            |            |
| Jan-11                       | [**]            |            |
| Feb-11                       | [**]            |            |
| Mar-11                       | [**]            |            |
| Apr-11                       | [**]            |            |
| May-11                       | [**]            |            |
| Jun-11                       | [**]            |            |
| Jul-11                       | [**]            |            |
| Aug-11                       | [**]            |            |
| Sep-11                       | [**]            |            |
| Oct-11                       | [**]            |            |
| Nov-11                       | [**]            |            |
| Dec-11                       | [**]            |            |
| Jan-12                       | [**]            |            |
| Feb-12                       | [**]            |            |
| Mar-12                       | [**]            |            |
| Apr-12                       | [**]            |            |
| May-12                       | [**]            |            |

 

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“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

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| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

| **Estimated  Invoice  Date** | **Unit 2** | **Unit 3** |
|------------------------------|-----------------|-----------------|
| Jun-12                       | [**]            |            |
| Jul-12                       | [**]            |            |
| Aug-12                       | [**]            |            |
| Sep-12                       | [**]            |            |
| Oct-12                       |            | [**]            |
| Nov-12                       |            | [**]            |
| Dec-12                       |            | [**]            |
| Jan-13                       |            | [**]            |
| Feb-13                       | [**]            | [**]            |
| Mar-13                       | [**]            | [**]            |
| Apr-13                       | [**]            | [**]            |
| May-13                       | [**]            | [**]            |
| Jun-13                       | [**]            | [**]            |
| Jul-13                       | [**]            | [**]            |
| Aug-13                       | [**]            | [**]            |
| Sep-13                       | [**]            | [**]            |
| Oct-13                       | [**]            | [**]            |
| Nov-13                       | [**]            | [**]            |
| Dec-13                       | [**]            | [**]            |
| Jan-14                       | [**]            | [**]            |
| Feb-14                       | [**]            | [**]            |
| Mar-14                       | [**]            | [**]            |
| Apr-14                       | [**]            | [**]            |
| May-14                       | [**]            | [**]            |
| Jun-14                       | [**]            | [**]            |
| Jul-14                       | [**]            | [**]            |

 

----

“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

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| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

| **Estimated  Invoice  Date** | **Unit 2** | **Unit 3** |
|------------------------------|-----------------|-----------------|
| Aug-14                       | [**]            | [**]            |
| Sep-14                       | [**]            | [**]            |
| Oct-14                       | [**]            |            |
| Nov-14                       | [**]            |            |
| Dec-14                       | [**]            |            |
| Jan-15                       | [**]            |            |
| Feb-15                       | [**]            |            |
| Mar-15                       | [**]            |            |
| Apr-15                       | [**]            |            |
| May-15                       | [**]            |            |
| Jun-15                       | [**]            |            |
| Jul-15                       | [**]            |            |
| Aug-15                       | [**]            |            |
| Sep-15                       | [**]            |            |
| Oct-15                       | [**]            |            |
| Nov-15                       | [**]            |            |
| Dec-15                       | [**]            |            |
| Jan-16                       | [**]            |            |
| Feb-16                       | [**]            |            |
| Mar-16                       | [**]            |            |
| Apr-16                       |            |            |
| May-16                       |            |            |
| Jun-16                       |            |            |
| Jul-16                       |            | [**]            |
| Aug-16                       |            | [**]            |
| Sep-16                       |            | [**]            |

 

----

“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

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| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

| **Estimated  Invoice  Date** | **Unit 2** | **Unit 3** |
|------------------------------|-----------------|-----------------|
| Oct-16                       |            | [**]            |
| Nov-16                       |            | [**]            |
| Dec-16                       |            | [**]            |
| Jan-17                       |            | [**]            |
| Feb-17                       |            | [**]            |
| Mar-17                       |            | [**]            |
| Apr-17                       |            | [**]            |
| May-17                       |            | [**]            |
| Jun-17                       |            | [**]            |
| Jul-17                       |            | [**]            |
| Aug-17                       |            | [**]            |
| Sep-17                       |            | [**]            |
| Oct-17                       |            | [**]            |
| Nov-17                       |            | [**]            |
| Dec-17                       |            | [**]            |
| Jan-18                       |            | [**]            |
| Feb-18                       |            | [**]            |
| Mar-18                       |            | [**]            |
| Apr-18                       |            | [**]            |
| May-18                       |            | [**]            |
| Jun-18                       |            | [**]            |
| Jul-18                       |            | [**]            |
| Aug-18                       |            | [**]            |
| Sep-18                       |            | [**]            |
| Oct-18                       |            | [**]            |
| Nov-18                       |            | [**]            |

 

----

“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

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| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

| **Estimated  Invoice  Date** | **Unit 2** | **Unit 3** |
|------------------------------|-----------------|-----------------|
| Dec-18                       |            | [**]            |
| Jan-19                       |            |            |
| Feb-19                       |            |            |
| Mar-19                       |            |            |
| Apr-19                       |            |            |
| May-19                       |            |            |

 

----

“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

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F.2.3        [**] Estimated Cash Flow

 

**[**]Estimated Quarterly Cash Flows [**]**

 
| ** **            | **[**]**                           | ** **      | **[**]**   | ** **                         | **[**]**        |
|-----------------------|------------------------------------|-----------------|------------|------------------------------------|-----------------|
| **Calendar  Quarter** | **Unit 2 &  Common** | **Unit 3** | ** ** | **Unit 2 &  Common** | **Unit 3** | ** ** | **Unit 2 &  Common** | **Unit 3** |
|                  |                               |            |       |                               |            |   |   |   |
| Q1-08                 | [**]                               | [**]            |       | [**]                               | [**]            |   | [**] | [**] |
| Q2-08                 | [**]                               | [**]            |       | [**]                               | [**]            |   | [**] | [**] |
| Q3-08                 | [**]                               | [**]            |       | [**]                               | [**]            |   | [**] | [**] |
| Q4-08                 | [**]                               | [**]            |       | [**]                               | [**]            |   | [**] | [**] |
| Q1-09                 | [**]                               | [**]            |       | [**]                               | [**]            |   | [**] | [**] |
| Q2-09                 | [**]                               | [**]            |       | [**]                               | [**]            |   | [**] | [**] |
| Q3-09                 | [**]                               | [**]            |       | [**]                               | [**]            |   | [**] | [**] |
| Q4-09                 | [**]                               | [**]            |       | [**]                               | [**]            |   | [**] | [**] |
| Q1-10                 | [**]                               | [**]            |       | [**]                               | [**]            |   | [**] | [**] |
| Q2-10                 | [**]                               | [**]            |       | [**]                               | [**]            |   | [**] | [**] |
| Q3-10                 | [**]                               | [**]            |       | [**]                               | [**]            |   | [**] | [**] |
| Q4-10                 | [**]                               | [**]            |       | [**]                               | [**]            |   | [**] | [**] |
| Q1-11                 | [**]                               | [**]            |       | [**]                               | [**]            |   | [**] | [**] |
| Q2-11                 | [**]                               | [**]            |       | [**]                               | [**]            |   | [**] | [**] |
| Q3-11                 | [**]                               | [**]            |       | [**]                               | [**]            |   | [**] | [**] |
| Q4-11                 | [**]                               | [**]            |       | [**]                               | [**]            |   | [**] | [**] |
| Q1-12                 | [**]                               | [**]            |       | [**]                               | [**]            |   | [**] | [**] |
| Q2-12                 | [**]                               | [**]            |       | [**]                               | [**]            |   | [**] | [**] |
| Q3-12                 | [**]                               | [**]            |       | [**]                               | [**]            |   | [**] | [**] |
| Q4-12                 | [**]                               | [**]            |       | [**]                               | [**]            |   | [**] | [**] |
| Q1-13                 | [**]                               | [**]            |       | [**]                               | [**]            |   | [**] | [**] |
| Q2-13                 | [**]                               | [**]            |       | [**]                               | [**]            |   | [**] | [**] |
| Q3-13                 | [**]                               | [**]            |       | [**]                               | [**]            |   | [**] | [**] |
| Q4-13                 | [**]                               | [**]            |       | [**]                               | [**]            |   | [**] | [**] |
| Q1-14                 | [**]                               | [**]            |       | [**]                               | [**]            |   | [**] | [**] |
| Q2-14                 | [**]                               | [**]            |       | [**]                               | [**]            |   | [**] | [**] |
| Q3-14                 | [**]                               | [**]            |       | [**]                               | [**]            |   | [**] | [**] |
| Q4-14                 | [**]                               | [**]            |       | [**]                               | [**]            |   | [**] | [**] |
| Q1-15                 | [**]                               | [**]            |       | [**]                               | [**]            |   | [**] | [**] |
| Q2-15                 | [**]                               | [**]            |       | [**]                               | [**]            |   | [**] | [**] |
| Q3-15                 | [**]                               | [**]            |       | [**]                               | [**]            |   | [**] | [**] |
| Q4-15                 | [**]                               | [**]            |       | [**]                               | [**]            |   | [**] | [**] |
| Q1-16                 | [**]                               | [**]            |       | [**]                               | [**]            |   | [**] | [**] |
| Q2-16                 | [**]                               | [**]            |       | [**]                               | [**]            |   | [**] | [**] |
| Q3-16                 | [**]                               | [**]            |       | [**]                               | [**]            |   | [**] | [**] |
| Q4-16                 | [**]                               | [**]            |       | [**]                               | [**]            |   | [**] | [**] |
| Q1-17                 | [**]                               | [**]            |       | [**]                               | [**]            |   | [**] | [**] |
| Q2-17                 | [**]                               | [**]            |       | [**]                               | [**]            |   | [**] | [**] |

 

----

“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

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|-------------------|------------------------------------------------------------------------------|

 

**[**]EstimatedQuarterly Cash Flows [**]**

 
| ** **            | **[**]**                           | ** **      | **[**]**   | ** **                         | **[**]**        |
|-----------------------|------------------------------------|-----------------|------------|------------------------------------|-----------------|
| **Calendar  Quarter** | **Unit 2 &  Common** | **Unit 3** | ** ** | **Unit 2 &  Common** | **Unit 3** | ** ** | **Unit 2 &  Common** | **Unit 3** |
| Q3-17                 | [**]                               | [**]            |       | [**]                               | [**]            |   | [**] | [**] |
| Q4-17                 | [**]                               | [**]            |       | [**]                               | [**]            |   | [**] | [**] |
| Q1-18                 | [**]                               | [**]            |       | [**]                               | [**]            |   | [**] | [**] |
| Q2-18                 | [**]                               | [**]            |       | [**]                               | [**]            |   | [**] | [**] |
| Q3-18                 | [**]                               | [**]            |       | [**]                               | [**]            |   | [**] | [**] |
| Q4-18                 | [**]                               | [**]            |       | [**]                               | [**]            |   | [**] | [**] |
| Q1-19                 | [**]                               | [**]            |       | [**]                               | [**]            |   | [**] | [**] |
| Q2-19                 | [**]                               | [**]            |       | [**]                               | [**]            |   | [**] | [**] |

 

Notes:

1.               Cash flow forecast is preliminary issubject to adjustment as the project progresses.

2.               Cash flow forecast includes estimatedcontingency and profit.

 

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“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

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|--------------------|------------------------------------------------------------------------------|

 

**EXHIBIT G**

**Time AndMaterial And Target Price Rates And Charges**

 

For any portions of theContract Price to be paid to Westinghouse and Stone and Webster on a Time andMaterials Basis and Target Price Basis, the charges set forth in Section G.1and G.2 respectively will apply.

 

**G.1****                            ****WESTINGHOUSE TIME AND MATERIALSAND TARGET PRICE RATES AND CHARGES**

 

For any portion of theContract Price to be paid to Westinghouse on a Time and Materials Basis, thecharges set forth in this Section G.1 will apply.

 

The Westinghouse hourlyrates for Time and Materials Work are provided in G.1.1 and G.1.2 below.  These established labor rates and the dailyper diem rate have a Base Date of [**] and will be subject to adjustment per Exhibit J.

 

G.1.1                      Westinghouse Time and Materials andTarget Price Rates and Charges for Base Scope of Work as of the Effective Date

 

The following rates inTable G-1 will be used for the conditions described below.  In all other cases the rates in Table G-2 andSection G.1.2 will be used.

 

a.               [**]

 

b.              [**]

 

c.               Import duties will [**].

 

d.              [**]

 

**Table G-1**

**[**]**

** **
| **Description**        | **Billing rate** |
|------------------------|-----------------------|
| Advisory Engineer      | [**]                  |
| QA Engineer            | [**]                  |
| I&C Sr. Engineer   | [**]                  |
| Senior Engineer        | [**]                  |
| Engineer               | [**]                  |
| Technician             | [**]                  |
| Per Diem (see G.1.2.b) | [**]                  |
| Travel Expenses        | [**]                  |
| All other costs        | [**]                  |

 

[**]

 

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“[**]” in this Exhibit 10.01 indicates material that has been omittedpursuant to a request for confidential treatment and filed separately with theSecurities and Exchange Commission.

 

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|--------------------|------------------------------------------------------------------------------|

 

G.1.2                      Time and Materials Work and Target PriceRates and Charges for Changes in Scope

 

[**]

 

**Table G-2**

**[**]**

** **
| **Personnel  Category**                                | **Billing Rate/hr** |
|--------------------------------------------------------|---------------------|
|                                                   |                |
| NSSS/I&C  Engineering Services                     |                |
| Senior Manager,  Chief Engineer, Consulting Engineer   | [**]                |
| Fellow Engineer,  Manager, Program Manager             | [**]                |
| Consulting  Technologist, Project Manager              | [**]                |
| Principal  Engineer, Senior Engineer, Project Engineer | [**]                |
| Engineer                                               | [**]                |
| Technician/Draftsman                                   | [**]                |
| Administrative  Assistant                              | [**]                |
|                                                   |                |
| Mechanical  Equipment Parts Engineering Service        |                |
| Senior Manager,  Consulting Engineer                   | [**]                |
| Fellow Engineer,  Manager                              | [**]                |
| Consulting  Technologist                               | [**]                |
| Principal  Engineer, Senior Engineer                   | [**]                |
| Engineer                                               | [**]                |
| Technician/Draftsman                                   | [**]                |
| Administrative  Assistant                              | [**]                |
|                                                   |                |
| Nuclear Field  Services                                |                |
| Field Service  Advisor (non-supervisory role)          | [**]                |

 

[**]

 

a.                                       [**]

 

a.1                           The billing rate applies to all hoursworked, including work at the Site, unless otherwise authorized by Owner.

 

a.2                                 [**]

 

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“[**]” in this Exhibit 10.01 indicates material that has been omittedpursuant to a request for confidential treatment and filed separately with theSecurities and Exchange Commission.

 

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|--------------------|------------------------------------------------------------------------------|

 

a.3                                 Travel time will include all time spenttraveling between the individual’s home location and the assigned worklocation. [**]

 

b.                                      EXPENSES

 

Travel and living expenses, including anyexpenses incurred during the period spent at the assigned work location such aslodging, meals and incidental expenses, will be billed [**].  Round trip air fare and groundtransportation, including use of personal car, will be [**].

 

If Owner requires that Westinghouse billliving expenses [**] and requires copies of detailed supporting receipts fortravel and living expenses, [**].

 

[**]

 

c.                                       OTHERCHARGES

 

Non-WestinghouseEquipment/Material and Other Services/Charges

 

Material, includingnon-Westinghouse service equipment, leased or purchased by Westinghouse forOwner in the performance of Work rendered hereunder will be invoiced [**].

 

If Westinghousesubcontracts for services which are not normally provided by Westinghouse,[**].

 

[**]

 

Cost of insurances, bondsor other security instruments shall be billed [**].

 

d.                                      HOLIDAY PREMIUM

 

[**]

 

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e.                                       TERMSOF PAYMENT

 

Terms of payment shall be as set forth inArticle 8 of this Agreement.

 

f.                                         STAFFAUGMENTATION SERVICES, CREW RATES OR PERSONNEL ON LONG TERM ASSIGNMENT

 

[**]

 

g.                                      PERSONNELDEFINITIONS

 

“NSSS/I&C Engineering Services”consist of those services requiring the resources, capabilities andtechnological application associated with the design of the Nuclear SteamSupply System including the reactor and safety related design systems.  These services include the design, analysis,procurement management and licensing activities necessary in the design,manufacture, installation, construction, maintenance and operation of theNuclear Steam Supply System. Instrumentation and Control (I&C) Engineering Services include thedesign, analysis, configuration, testing, and installation of nuclear powerplant information, control, and protection systems.

 

“MechanicalEquipment Parts Engineering Services” include the activities to develop andmaintain system/component information, manage replacement componentobsolescence issues, and conduct equipment qualification/re-qualification,including seismic, environmental and electromagnetic capability testing.   Shop services include Westinghouse lowvoltage breaker model DB, DS, and medium voltage model DHP refurbishment andnew replacement breakers.

 

“Nuclear Field Services” consist of thosefield services requiring a basic knowledge of nuclear plant hardware andsystems processes along with knowledge and application of field servicetechniques, principles and practices. Field services include services generally performed at the Site, andthose related headquarters activities provided before, during and after theperformance of the applicable field services. These services are typically involved with the maintenance, inspection,repair, modification and/or installation of plant systems and components,including I&C components.

 

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**G.2 STONE & WEBSTER TIMEAND MATERIALS AND TARGET PRICE RATES AND CHARGES**

 

Stone & WebsterTime and Materials and Target Price Work shall be compensated and billed asfollows:

 
| **ID** | ** ** | **BILLING BASIS (Note 2)** |
|--------|------------|-------------------------------------------|
| L1     | [**]       | [**]                                      |
| L2     | [**]       | [**]                                      |
| E      | [**]       | [**]                                      |
| G      | [**]       | [**]                                      |
| P      | [**]       | [**]                                      |
| T      | [**]       | [**]                                      |

 
| *   | [**] |
|-----|------|
| **  | [**] |
| *** | [**] |

 

Notes:
| (1) | [**] |
|-----|------|
| (2) | [**] |
| (3) | [**] |
| (4) | [**] |

 

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**EXHIBIT H**

**PRICING**

 

Capitalizedterms used herein and not otherwise defined herein have the meanings assignedto such terms in the Agreement to which this Exhibit H is appended.

 

**H.1          Introduction**

 

TheContract Price and its component parts are provided in Attachment 1 of thisExhibit.  [**]  The Contract Price shall be subject to priceadjustment for escalation and other cost conditions per Exhibit J andChanges per Article 9 of the Agreement.

 

ThisExhibit also describes the process and methodology by which the ContractPrice will be refined and modified during the term of the Agreement.

 

**H.2          Elements of the Contract Price**

 

[**]

 

**H.2.1      [**]**

** **

[**]

 

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Table H.2.1

 
| **WORK  SCOPES** | **[**]** |
|------------------|----------|
| **[**]**         |     |
| [**]             | [**]     |
| **[**]**         |     |
| [**]             | [**]     |
| [**]             |
| [**]             |
| [**]             |
| [**]             | [**]     |

 

[**]

 

**H.2.2     **[**]

 

[**]

 

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[**]

 

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[**]

 

Cases 1, 2 and 3

 

[**]

 

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[**]

 

Case 4

 

[**]

 

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[**]

 

Case 5

 

[**]

 

**H.2.3      [**]**

** **

[**]

 

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[**]

 

**H.2.4      [**]**

 

[**]

 

**H.2.5     **[**]

 

[**]

 

**H.2.6      [**]**

 

[**]

 

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[**]

 

**H.2.7      [**]**

 

[**]

 

**H.2.8      Calculation of the Pricing**

 

| **[**]** | **[**]** | **[**]** |
|----------|----------|----------|
| [**]     | [**]     | [**]     |
| [**]     | [**]     | [**]     |
| [**]     | [**]     |     |
| [**]     | [**]     | [**]     |

 

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**H.3          [**]**

 

[**]

 

**H.4          Guidelines for Contractor’s Support of Owner’s FERC andSC PSC Cost Reporting Requirements**

 

Contractor will provideOwner with documentation to support Owner’s compliance with Federal EnergyRegulatory Commission and the South Carolina Public Service Commission costreporting requirements.  The detailedprocess to provide this documentation will be included in the Project ExecutionPlan using the following guidelines:

 

**[**]**

 

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**[**]**

 

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Attachment 1 to Exhibit H

Contract Price

 

1.                                       Contract Price. The Contract Price isset forth below.  The Base Date whichwill be used for price adjustment in accordance with Exhibit J — PriceAdjustment Provisions is [**].

 

[**]

 

TheContract Price is [**]

 

TheWestinghouse Phase 1A work has a value of [**] that was paid under separateagreement.  This amount is included inthe above Contract Price but is not included in any of the below tables or in Exhibit F-1— Milestone Payment Schedule or in Exhibit F-2 — Payment Plan.

 

1.a.          [**]

 
| ** **                      | **Unit 2** | **Unit 3** | **Total** |
|---------------------------------|------------|------------|-----------|
| Westinghouse portion            | [**]       | [**]       | [**]      |
| Stone &Webster portion | [**]       |       | [**]      |

 

*[**]

**[**]

 

1.b.          [**]

 
| ** **                      | **Unit 2** | **Unit 3** | **Total** |
|---------------------------------|------------|------------|-----------|
| Westinghouse portion            | [**]       | [**]       | [**]      |
| Stone &Webster portion | [**]       | [**]       | [**]      |

 

1.c.          [**]

 
| ** **                      | **Unit 2** | **Unit 3** | **Total** |
|---------------------------------|------------|------------|-----------|
| Westinghouse portion            | [**]       | [**]       | [**]      |
| Stone &Webster portion | [**]       | [**]       | [**]      |

 

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1.d.          [**]

 
| ** **                      | **Unit 2** | **Unit 3** | **Total** |
|---------------------------------|------------|------------|-----------|
| Westinghouse portion            | [**]       | [**]       | [**]      |
| Stone &Webster portion | [**]       | [**]       | [**]      |

 

1.e.          [**]

 
| ** **                       | **Unit 2** | **Unit 3** | **Total** |
|----------------------------------|------------|------------|-----------|
| Westinghouse portion             | [**]       | [**]       | [**]      |
| Stone &Webster portion* | [**]       | [**]       | [**]      |

 

*[**]

 

1.f.           [**]

 
| ** **                      | **Unit 2** | **Unit 3** | **Contingency** | **Profit** | **Total** |
|---------------------------------|------------|------------|-----------------|------------|-----------|
| Westinghouse portion            | [**]       |       | [**]            | [**]       | [**]      |
| Westinghouse portion            |       | [**]       | [**]            | [**]       | [**]      |
|                            |       |       |            |       |      |
| Stone &Webster portion | [**]       |       | [**]            | [**]       | [**]      |
| Stone &Webster portion |       | [**]       | [**]            | [**]       | [**]      |

 

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1.g.          [**]

 
| ** ** | **Westinghouse** | **Stone & Webster** |
|------------|------------------|------------------------------|
| Unit 2     |             |                         |
| [**]       | [**]             | [**]                         |
| [**]       | [**]             | [**]                         |
| [**]       | [**]             | [**]                         |
|       |             |                         |
| Unit 3     |             |                         |
| [**]       | [**]             | [**]                         |
| [**]       | [**]             | [**]                         |
| [**]       | [**]             | [**]                         |

 

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Attachment 2 to Exhibit H

[**]

 

The following tables provide abreakdown of the Westinghouse [**] shown in Exhibit H — Attachment 1section 1.e above along with the associated estimate or allowance.

 

**[**]**

 
| **Scope  of Work** | **Westinghouse Scope  Estimate** | **Stone & Webster  Scope Estimate** |
|--------------------|----------------------------------|----------------------------------------------|
| [**]               | [**]                             | [**]                                         |
| [**]               | [**]                             | [**]                                         |
| [**]               | [**]                             | [**]                                         |
| [**]               |                             | [**]                                         |

 

*   [**]

 

**Owner Allowances**

 

TheStone & Webster Amount is included in Attachment 1, Table 1.e [**]

 

TheWestinghouse Amount is included in Attachment 1, Table 1.a [**]

 
| **Description** | **Westinghouse Amount** | **Stone & Webster Amount** |
|-----------------|-------------------------|-------------------------------------|
| [**]            | [**]                    | [**]                                |
| [**]            | [**]                    | [**]                                |
| [**]            | [**]                    | [**]                                |
| [**]            | [**]                    | [**]                                |
| [**]            | [**]                    | [**]                                |

 

*[**]

**[**]

 

[**]

 

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**EXHIBITI-1Toshiba Parent Guaranty**

 

[Form ofParent Company Payment Guaranty]

 

**GUARANTY OF TOSHIBA**

 

**ThisGuaranty** is madeby TOSHIBA CORPORATION (“Guarantor”), a corporation duly organized and existingunder the laws of Japan and the indirect parent of Westinghouse ElectricCompany LLC (“Westinghouse”), in favor of South Carolina Electric &Gas Company, for itself and as agent for the South Carolina Public Service Authority(collectively, the “Counterparty”).

 

**WHEREAS**, Westinghouse and Stone &Webster, Inc. (“Stone & Webster”, and collectively withWestinghouse, the “Contractor”) and the Counterparty are parties to theEngineering, Procurement and Construction Agreement between the Contractor andthe Counterparty, dated as of [                            ](the “Agreement”); and

 

**WHEREAS**, Guarantor, as indirect parent ofWestinghouse, shall receive substantial and direct benefits from thetransaction contemplated by the Agreement and has agreed to enter into thisGuaranty to provide assurance for Westinghouse’s payment obligations in connection with the Agreement andto induce the Counterparty to enter into the Agreement; and

 

**WHEREAS**, the execution and delivery of thisGuaranty is a condition to the Counterparty’s performance of its obligationsunder the terms of the Agreement;

 

**NOW,THEREFORE**, inconsideration of the premises and other good and valuable consideration, theadequacy, receipt and sufficiency of which are hereby acknowledged, Guarantorhereby agrees as follows:

 

1.             Guarantor hereby unconditionally, irrevocably andabsolutely guarantees to the Counterparty and its respective successors andpermitted assigns, the prompt and complete payment, when due and owing, of thepayment obligations of Westinghouse under the terms of the Agreement (the “GuaranteedObligations”).  If Westinghouse fails topay the Guaranteed Obligations, then Guarantor shall promptly pay for suchobligation following written notice from the Counterparty and subject to theterms and conditions provided for herein. EXCEPT TO THE EXTENT THE PAYMENT OF LIQUIDATED DAMAGES COULD OTHERWISEBE DEEMED TO BE SUCH DAMAGES, IN NO EVENT SHALL GUARANTOR BE LIABLE, WHETHERBASED ON CONTRACT (INCLUDING BREACH, WARRANTY, INDEMNITY, ETC.), TORT(INCLUDING FAULT, NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE FOR ANYCONSEQUENTIAL, INDIRECT, SPECIAL, PENAL, OR INCIDENTAL LOSS, DAMAGE OR INJURY.

 

2.             Subject to the Contractor’s liability limitation in theAgreement and the Guarantor’s liability limitation in Section 1 of thisGuaranty, Guarantor agrees to pay on demand any and all out-of-pocket costsincluding reasonable legal fees and expenses, and other expenses incurred bythe Counterparty in enforcing the Guaranteed Obligations under this Guaranty.

 

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3.             Upon payment of any of the Guaranteed Obligations,Guarantor shall be subrogated to the rights of the Counterparty againstWestinghouse with respect to such Guaranteed Obligations and the Counterpartyagrees to take, at Guarantor’s expense, such steps as Guarantor may reasonablyrequest to implement such subrogation; provided, that Guarantor shall not beentitled to enforce or to receive any payments arising out of, or based upon,such right of subrogation until all Guaranteed Obligations then due and owingshall have been paid in full.

 

4.             The Guaranteed Obligations of Guarantor hereunder areseveral from Westinghouse or any other person, and are primary obligationsconcerning which Guarantor is the principal obligor.  There are no conditions precedent to theenforcement of this Guaranty, except as expressly contained herein.  Subject to paragraph 7 below, it shall not be necessary for theCounterparty, inorder to enforce performance by Guarantor under this Guaranty, to show any proof of Westinghouse’s default, to exhaust itsremedies against Westinghouse, any other guarantor, or any other person liablefor the performance of Westinghouse’s obligations under the Agreement.

 

5.             This Guaranty shall remain in full force and effect orshall be reinstated (as the case may be), if at any time any payment guaranteedhereunder, in whole or in part, is annulled, set aside, invalidated, declaredto be fraudulent or preferential, rescinded or must otherwise be returned bythe Counterparty upon the bankruptcy, insolvency, dissolution, reorganizationor liquidation of Westinghouse, or upon or as a result of the appointment of areceiver or conservator of, or trustee for Westinghouse or otherwise, all asthough such payment had not been made.

 

6.             The Counterparty may at any time and from time to timewithout notice to or consent of Guarantor and without impairing or releasingthe Guaranteed Obligations of Guarantor hereunder:

 

(a)           agree with Westinghouse to make anychange in the terms of any obligation or liability of Westinghouse to theCounterparty under the Agreement;

 

(b)           take or fail to take any action ofany kind in respect of any security for any obligation or liability ofWestinghouse to Counterparty;

 

(c)           exercise or refrain from exercisingany rights against Westinghouse or others; or

 

(d)           subordinate any obligation orliability of Westinghouse to Counterparty including any security therefore.

 

Any additional suretyshipdefenses are hereby waived by Guarantor. This Guaranty constitutes a Guaranty of payment and not merely ofcollection.

 

7.             Notwithstanding any other provisions of this Guarantyand without limiting Guarantor’s other defenses and rights hereunder: (a) Guarantorreserves to itself all rights and defenses to which Westinghouse is or may beentitled to arising under the Agreement (including, without limitation, anyright to cure under Section 22.2 of the Agreement), except for defensesarising out of the bankruptcy, insolvency, dissolution or liquidation ofWestinghouse, and (b) the

 

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liability of Guarantorunder this Guaranty shall be subject to the limitations applicable to theunderlying obligations of Westinghouse under the Agreement.

 

8.             Guarantor hereby waives diligence; presentment; protest;notice of protest, acceleration, and dishonor; filing of claims with a court inthe event of insolvency or bankruptcy of Westinghouse; all demands whatsoever,except as noted in the first paragraph hereof; and any right to require aproceeding first against Westinghouse or any other guarantor or surety foreither of them.

 

9.             Guarantor hereby certifies and warrants that thisGuaranty constitutes the valid obligation of Guarantor and complies with allapplicable laws.

 

10.           This Guaranty becomes effective onthe later of the date hereof or the date of the effectiveness of theAgreement.  This Guaranty terminates onthe date of “Substantial Completion”, as such term is defined in the Agreement.

 

11.           Any notice, request, instruction,correspondence or other document to be given hereunder by any party to another(herein collectively called “Notice”) shall be in writing and deliveredpersonally or mailed by certified mail, postage prepaid and return receiptrequested, or by telecopier, as follows:

 
| To Counterparty: |   | South Carolina  Electric & Gas Company |
|------------------|--------|-------------------------------------------------|
|             |   | Attn: President                                 |
|             |   | Mail Code 190                                   |
|             |   | Columbia, SC 29218                              |
|             |   | Telephone No.:  803-217-8097                    |
|             |   | Facsimile No.:  803-217-9336                    |
|             |   |                                            |
|             |   | South Carolina Public  Service Authority        |
|             |   | Attn: Chief Operating  Officer (M602)           |
|             |   | One Riverwood Drive                             |
|             |   | P.O. Box 2946101                           |
|             |   | Moncks Corner, South  Carolina 29461-6101       |
|             |   | Telephone No.: 843-761-4087                     |
|             |   | Facsimile No.:  843-761-7037                    |
|             |   |                                            |
| With a copy to:  |   | South Carolina  Electric & Gas Company |
|             |   | Attn: General Counsel                           |
|             |   | Mail Code 190                                   |
|             |   | Columbia, SC 29218                              |
|             |   | Telephone No.:  803-217-8634                    |
|             |   | Facsimile No.:  803-217-9336                    |
|             |   |                                            |
|             |   | South Carolina Public  Service Authority        |
|             |   | Attn: General Counsel  (M603)                   |
|             |   | One Riverwood Drive                             |
|             |   | P.O. Box 2946101                           |
|             |   | Moncks Corner, South  Carolina 29461-6101       |

 

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|          |   | Telephone No.:  843-761-7007                     |
|---------------|--------|--------------------------------------------------|
|          |   | Facsimile No.:  843-761-7037                     |
|          |   |                                             |
| To Guarantor: |   | Toshiba Corporation                              |
|          |   | Attn: Vice President, WEC Coordination  Division |
|          |   | Power Systems Company                            |
|          |   | 1-1, Shibaura 1-chome, Minato-ku                 |
|          |   | Tokyo 105-8001, Japan                            |
|          |   | Telephone No: +81-3-3457-3752                    |
|          |   | Facsimile No: +81-3-                             |

 

Notice shall be effectiveon the Business Day it is delivered except that any Notice that is notdelivered prior to the end of normal business hours shall be effective as ofthe Business Day following the day it is delivered.  Any party may change any address to whichNotice is to be given to it by giving notice as provided above of such changeof address.

 

12.           Counterparty may, upon notice toGuarantor, assign its rights hereunder without the consent of Guarantor.  Guarantor may assign its rights hereunderwith the prior written consent of Counterparty, which consent shall not beunreasonably withheld.  Subject to theforegoing, this Guaranty shall be binding upon and inure to the benefit of theparties hereto and their respective successors, permitted assigns and legalrepresentatives.

 

13.           Guarantor represents and warrantsthat:

 

(a)           it is a corporation duly organized,validly existing and in good standing under the laws of Japan and has thecorporate or equivalent power and authority to execute, deliver and perform theGuaranteed Obligations under this Guaranty;

 

(b)           no authorization, approval, consentor order of, or registration or filing with, any court or governmentalauthority having jurisdiction over Guarantor is required on the part of Guarantorfor the execution, delivery and performance of this Guaranty which has not beenobtained or duly submitted, as applicable;

 

(c)           this Guaranty, when executed anddelivered, shall constitute a valid and legally binding agreement of Guarantor,except as the enforceability of this Guaranty may be limited by the effect ofany applicable bankruptcy, insolvency, reorganization, moratorium or similarlaws affecting creditor’s rights generally and by general principles of equity;and

 

(d)           the execution, delivery andperformance by Guarantor of this Guaranty does not and shall not contravene anylaw applicable to Guarantor or its organizational documents and does not andshall not conflict with or result in the breach of or default under anyindenture, mortgage, agreement, instrument, judgment, decree, order or rulingto which Guarantor is a party or by which any of its properties are bound.

 

14.           The validity, construction, andperformance of this Guaranty shall be governed by and interpreted in accordancewith the laws of the State of New York, without giving effect to

 

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the principles thereofrelating to conflicts of laws except Section 5-1401 of the New YorkGeneral Obligations Law.

 

15.           Guarantor and the Counterparty agreeto the exclusive jurisdiction of the United States District Court for theSouthern District of New York or, if such court does not have jurisdiction ofthe matter, the courts of the State of New York located in the City and Countyof New York, for any legal proceedings that may be brought by Guarantor or theCounterparty arising out of or in connection with this Guaranty or for recognition or enforcement ofany judgment.  By execution and deliveryof this Guaranty, each of Guarantor and the Counterparty accepts, generally andunconditionally, the jurisdiction of the aforesaid court for legal proceedingsarising out of or in connection with this Guaranty.  Each of Guarantor and the Counterparty hereby waives any right to stay ordismiss any action or proceeding under or in connection with this Guarantybrought before the foregoing court on the basis of forum non-conveniens orimproper venue.

 

16.           EACH OF GUARANTOR AND THECOUNTERPARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANYACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OROTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTY.

 

17.           This Guaranty embodies the entireagreement and understanding between Guarantor and Counterparty and supersedesall prior and contemporaneous agreements and understandings relating to thesubject matter hereof.

 

18.           The provisions of this Guaranty areintended for the sole benefit of Guarantor and Counterparty, and Guarantor andCounterparty do not intend to create any third party beneficiaries or otherwisecreate privity of contract with any other person.

 

19.           This Guaranty may be executed in twoor more counterparts, each of which shall be deemed an original, but all ofwhich together shall constitute one and the same instrument.

 

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IN WITNESS WHEREOF,Guarantor has caused this Guaranty to be executed in its corporate name by itsduly authorized representative.

 
|   | TOSHIBA  CORPORATION |
|--------|----------------------|
|   |                 |
|   | By:                  |   |
|   |                 |   |
|   | Name:           |   |
|   |                 |   |
|   | Title:               |   |
|   |                 |   |
|   | Date:                |   |
|   |                 |   |

 

Acknowledged and Agreedby Counterparty as of this        day of                       ,2008, by:

 
|   |   |
|--------|--------|
| Name:  |   |
| Title: |   |

 

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**EXHIBIT I-2**

 

**Shaw Parent Guaranty**

 

[Form of Parent Company Payment Guaranty]

 

**GUARANTY OF****THE SHAWGROUP INC.**

 

**This Guaranty** is made by The Shaw GroupInc. (“Guarantor”), a corporation duly organized and existing under the laws ofLouisiana and the parent of Stone & Webster, Inc. (“Stone &Webster”), in favor of South Carolina Electric & Gas Company, foritself and as agent for the South Carolina Public Service Authority(collectively, the “Counterparty”).

 

**WHEREAS**, Stone & Webster and WestinghouseElectric Company LLC (“Westinghouse”, and collectively with Stone &Webster, the “Contractor”) and the Counterparty are parties to the Engineering,Procurement and Construction Agreement between the Contractor and theCounterparty, dated as of [                      ](the “Agreement”); and

 

**WHEREAS**, Guarantor, as parent of Stone &Webster, shall receive substantial and direct benefits from the transactioncontemplated by the Agreement and has agreed to enter into this Guaranty toprovide assurance for Stone & Webster’s payment obligations inconnection with the Agreement and to induce the Counterparty to enter into theAgreement; and

 

**WHEREAS**, the execution and delivery of this Guarantyis a condition to the Counterparty’s performance of its obligations under theterms of the Agreement;

 

**NOW, THEREFORE**, in consideration of thepremises and other good and valuable consideration, the adequacy, receipt andsufficiency of which are hereby acknowledged, Guarantor hereby agrees asfollows:

 

1.             Guarantor hereby unconditionally,irrevocably and absolutely guarantees to the Counterparty and its respectivesuccessors and permitted assigns, the prompt and complete payment, when due andowing, of the payment obligations of Stone & Webster under the termsof the Agreement (the “Guaranteed Obligations”); [**].  If Stone & Webster fails to pay theGuaranteed Obligations, then Guarantor shall promptly pay for such obligationfollowing written notice from the Counterparty and subject to the terms andconditions provided for herein.  EXCEPTTO THE EXTENT THE PAYMENT OF LIQUIDATED DAMAGES COULD OTHERWISE BE DEEMED TO BESUCH DAMAGES, IN NO EVENT SHALL GUARANTOR BE LIABLE, WHETHER BASED ON CONTRACT(INCLUDING BREACH, WARRANTY, INDEMNITY, ETC.), TORT (INCLUDING FAULT,NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE FOR ANY CONSEQUENTIAL, INDIRECT,SPECIAL, PENAL, OR INCIDENTAL LOSS, DAMAGE OR INJURY.

 

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2.             Subject to the Contractor’sliability limitation in the Agreement and the Guarantor’s liability limitationin Section 1 of this Guaranty, Guarantor agrees to pay on demand any andall out-of-pocket costs including reasonable legal fees and expenses, and otherexpenses incurred by the Counterparty in enforcing the Guaranteed Obligationsunder this Guaranty.

 

3.             Upon payment of any of theGuaranteed Obligations, Guarantor shall be subrogated to the rights of theCounterparty against Stone & Webster with respect to such GuaranteedObligations and the Counterparty agrees to take, at Guarantor’s expense, suchsteps as Guarantor may reasonably request to implement such subrogation;provided, that Guarantor shall not be entitled to enforce or to receive anypayments arising out of, or based upon, such right of subrogation until allGuaranteed Obligations then due and owing shall have been paid in full.

 

4.             The Guaranteed Obligations ofGuarantor hereunder are several from Stone & Webster or any otherperson, and are primary obligations concerning which Guarantor is the principalobligor.  There are no conditionsprecedent to the enforcement of this Guaranty, except as expressly containedherein.  Subject to paragraph 7 below, itshall not be necessary for the Counterparty, in order to enforce performance byGuarantor under this Guaranty, to show any proof of Stone & Webster’sdefault, to exhaust its remedies against Stone & Webster, any otherguarantor, or any other person liable for the performance of Stone &Webster’s obligations under the Agreement.

 

5.             This Guaranty shall remain in fullforce and effect or shall be reinstated (as the case may be), if at any timeany payment guaranteed hereunder, in whole or in part, is annulled, set aside,invalidated, declared to be fraudulent or preferential, rescinded or mustotherwise be returned by the Counterparty upon the bankruptcy, insolvency,dissolution, reorganization or liquidation of Stone & Webster or uponor as a result of the appointment of a receiver or conservator of, or trusteefor Stone & Webster or otherwise, all as though such payment had notbeen made.

 

6.             The Counterparty may at any timeand from time to time without notice to or consent of Guarantor and withoutimpairing or releasing the Guaranteed Obligations of Guarantor hereunder:

 

(a)           agree with Stone & Websterto make any change in the terms of any obligation or liability of Stone &Webster to the Counterparty under the Agreement;

 

(b)           take or fail to take any action ofany kind in respect of any security for any obligation or liability of Stone &Webster to the Counterparty;

 

(c)           exercise or refrain from exercisingany rights against Stone & Webster or others; or

 

(d)           subordinate any obligation orliability of Stone & Webster to the Counterparty including anysecurity therefor.

 

Anyadditional suretyship defenses are hereby waived by Guarantor.  This Guaranty constitutes a guaranty ofpayment and not merely of collection.

 

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7.             Notwithstanding any otherprovisions of this Guaranty and without limiting Guarantor’s other defenses andrights hereunder: (a) Guarantor reserves to itself all rights and defensesto which Stone & Webster is or may be entitled to arising under theAgreement (including, without limitation, any right to cure under Section 22.2of the Agreement), except for defenses arising out of the bankruptcy,insolvency, dissolution or liquidation of Stone & Webster, and (b) theliability of Guarantor under this Guaranty shall be subject to the limitationsapplicable to the underlying obligations of Stone & Webster under theAgreement.

 

8.             Guarantor hereby waives diligence; presentment; protest;notice of protest, acceleration, and dishonor; filing of claims with a court inthe event of insolvency or bankruptcy of Stone & Webster; all demandswhatsoever, except as noted in the first paragraph hereof; and any right torequire a proceeding first against Stone & Webster or any other guarantoror surety for either of them.

 

9.             Guarantor hereby certifies andwarrants that this Guaranty constitutes the valid obligation of Guarantor andcomplies with all applicable laws.

 

10.           This Guaranty becomes effective onthe later of the date hereof or the date of the effectiveness of theAgreement.  This Guaranty terminates onthe date of “Substantial Completion”, as such term is defined in the Agreement.

 

11.           Any notice, request, instruction, correspondence or otherdocument to be given hereunder by any party to another (herein collectivelycalled “Notice”) shall be in writing and delivered personally or mailed bycertified mail, postage prepaid and return receipt requested, or by telecopier,as follows:

 
| To  Counterparty: |   | South  Carolina Electric & Gas Company |
|-------------------|--------|-------------------------------------------------|
|              |   | Attn:  President                                |
|              |   | Mail  Code 190                                  |
|              |   | Columbia,  SC 29218                             |
|              |   | Telephone  No.: 803-217-8097                    |
|              |   | Facsimile  No.: 803-217-9336                    |
|              |   |                                            |
|              |   | South  Carolina Public Service Authority        |
|              |   | Attn:  Chief Operating Officer (M602)           |
|              |   | One  Riverwood Drive                            |
|              |   | P.O. Box  2946101                          |
|              |   | Moncks  Corner, South Carolina 29461-6101       |
|              |   | Telephone  No.: 843-761-4087                    |
|              |   | Facsimile  No.: 843-761-7037                    |
|              |   |                                            |
| With a copy to:   |   | South Carolina  Electric & Gas Company |
|              |   | Attn: General Counsel                           |
|              |   | Mail Code 190                                   |
|              |   | Columbia, SC 29218                              |
|              |   | Telephone No.: 803-217-8634                     |
|              |   | Facsimile No.:  803-217-9336                    |

 

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|           |   | South  Carolina Public Service Authority  |
|----------------|--------|-------------------------------------------|
|           |   | Attn:  General Counsel (M603)             |
|           |   | One  Riverwood Drive                      |
|           |   | P.O. Box  2946101                    |
|           |   | Moncks  Corner, South Carolina 29461-6101 |
|           |   | Telephone  No.: 843-761-7007              |
|           |   | Facsimile  No.: 843-761-7037              |
|           |   |                                      |
| To  Guarantor: |   | The Shaw Group  Inc.                      |
|           |   | 4171 Essen Lane                           |
|           |   | Baton Rouge, LA  70809                    |
|           |   | Attention: General  Counsel               |

 

Notice shall be effective onthe Business Day it is delivered except that any Notice that is not deliveredprior to the end of normal business hours shall be effective as of the BusinessDay following the day it is delivered. Any party may change any address to which Notice is to be given to it bygiving notice as provided above of such change of address.

 

12.           The Counterparty may, upon notice toGuarantor, assign its rights hereunder without the consent of Guarantor.  Guarantor may assign its rights hereunderwith the prior written consent of the Counterparty, which consent shall not beunreasonably withheld.  Subject to theforegoing, this Guaranty shall be binding upon and inure to the benefit of theparties hereto and their respective successors, permitted assigns and legalrepresentatives.

 

13.           Guarantor represents and warrantsthat:

 

(a)           it is a corporation duly organized,validly existing and in good standing under the laws of Louisiana and has thecorporate or equivalent power and authority to execute, deliver and perform theGuaranteed Obligations under this Guaranty;

 

(b)           no authorization, approval, consentor order of, or registration or filing with, any court or governmentalauthority having jurisdiction over Guarantor is required on the part ofGuarantor for the execution, delivery and performance of this Guaranty whichhas not been obtained or duly submitted, as applicable;

 

(c)           this Guaranty, when executed anddelivered, shall constitute a valid and legally binding agreement of Guarantor,except as the enforceability of this Guaranty may be limited by the effect ofany applicable bankruptcy, insolvency, reorganization, moratorium or similarlaws affecting creditor’s rights generally and by general principles of equity;and

 

(d)           the execution, delivery andperformance by Guarantor of this Guaranty does not and shall not contravene anylaw applicable to Guarantor or its organizational documents and does not andshall not conflict with or result in the breach of or default under anyindenture, mortgage, agreement, instrument, judgment, decree, order or rulingto which Guarantor is a party or by which any of its properties are bound.

 

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14.           The validity, construction, andperformance of this Guaranty shall be governed by and interpreted in accordancewith the laws of the State of New York, without giving effect to the principlesthereof relating to conflicts of laws except Section 5-1401 of the NewYork General Obligations Law.

 

15.           Guarantor and the Counterparty agree to the exclusivejurisdiction of the United States District Court for the Southern District ofNew York or, if such court does not have jurisdiction of the matter, the courtsof the State of New York located in the City and County of New York, for any legalproceedings that may be brought by Guarantor or the Counterparty arising out ofor in connection with this Guaranty****orfor recognition or enforcement of any judgment. By execution and delivery of this Guaranty, each of Guarantor and theCounterparty accepts, generally and unconditionally, the jurisdiction of theaforesaid court for legal proceedings arising out of or in connection with thisGuaranty.  Each of Guarantor and theCounterparty hereby waives any right to stay or dismiss any action or proceedingunder or in connection with this Guaranty brought before the foregoing court onthe basis of forum non-conveniens or improper venue.

 

16.           EACH OF GUARANTOR AND THE COUNTERPARTY HEREBY IRREVOCABLYWAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM(WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TOTHIS GUARANTY.

 

17.           This Guaranty embodies the entire agreement andunderstanding between Guarantor and the Counterparty and supersedes all priorand contemporaneous agreements and understandings relating to the subjectmatter hereof.

 

18.           The provisions of this Guaranty areintended for the sole benefit of Guarantor and the Counterparty, and Guarantorand the Counterparty do not intend to create any third party beneficiaries orotherwise create privity of contract with any other person.

 

19.           This Guaranty may be executed in twoor more counterparts, each of which shall be deemed an original, but all ofwhich together shall constitute one and the same instrument.

 

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INWITNESS WHEREOF, Guarantor has caused this Guaranty to be executed in itscorporate name by its duly authorized representative.

 
|   | **THE SHAW GROUP INC.** |
|--------|-------------------------|
|   |                    |
|   | By:                     |   |
|   |                    |   |
|   | Name:              |   |
|   |                    |   |
|   | Title:                  |   |
|   |                    |   |
|   | Date:                   |   |
|   |                    |   |

 

Acknowledgedand Agreed by Counterparty as of this        dayof                       ,2008, by:

 
|   |   |
|--------|--------|
| Name:  |   |
| Title: |   |

 

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**Exhibit J**

**Price Adjustment Provisions**

 

**J.1          Introduction**

 

Exhibit H — Pricing describes theelements of the Contract Price and provides the breakdown of the Contract Priceinto [**].  [**]  For the purpose of applying the provisions ofthis exhibit, the Contract Price has a “Base Date” (BD) of [**].  [**]  [**] will be escalated and adjusted inaccordance with the adjustment provisions provided herein.

 

**J.2          Price Adjustment Overview**

 

The application of theadjustment provisions for each of the price categories: [**]

 

[**]

 

TableJ-1 provides a list of project elements and shows the type of adjustment thatwill be applied to the cost elements for each Consortium Member

 

**J.2.1       [**]**

 

[**]

 

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**J.2.2       [**]**

 

[**]

 

**J.2.3       [**]**

 

[**]

 

**J.2.4       [**]**

 

[**]

 

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[**]

 

**J.3          PricingCategories**

 

**J.3.1       [**]**

 

[**]

 

**J.3.2       [**]**

 

[**]

 

**J.3.3       [**]**

 

[**]

 

**J.4          Adjustment Provisions**

 

**J.4.1       [**]**

 

[**]

 

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[**]

*** ***
| **Adjustment Method** | ** ** | **Adjustment Process** |
|-----------------------|------------|------------------------|
|                  |       |                   |
| [**]                  |       | [**]                   |

 

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[**]

 

Price Adjustment Example

 

Example 1 — [**]

 

**[**]**

 
| **[**]** | **[**]**   | **[**]**   | **[**]**   | **[**]**   | **[**]** | **[**]** | **[**]** | **[**]** | **[**]** |
|----------|------------|------------|------------|------------|----------|----------|----------|----------|----------|
| **[**]** | ** ** | ** ** | ** ** | ** ** | **[**]** | **[**]** | **[**]** | **[**]** | **[**]** |
| **[**]** | ** ** | ** ** | ** ** | ** ** | **[**]** | **[**]** | **[**]** | **[**]** | **[**]** |
| [**]     | [**]       | [**]       | [**]       | [**]       | [**]     | [**]     | [**]     | [**]     | [**]     |
| [**]     |       | [**]       | [**]       | [**]       | [**]     | [**]     | [**]     | [**]     | [**]     |
| [**]     |       |       |       |       | [**]     | [**]     | [**]     | [**]     | [**]     |
| [**]     |       |       |       |       |     | [**]     | [**]     | [**]     | [**]     |
| [**]     | [**]       |       |       |       |     |     |     |     |     |
| [**]     |       |       |       |       |     | [**]     | [**]     | [**]     | [**]     |

 

**[**]**

 
| **[**]** | **[**]**   | **[**]**   | **[**]**   | **[**]**   | **[**]** | **[**]** | **[**]** | **[**]** |
|----------|------------|------------|------------|------------|----------|----------|----------|----------|
| **[**]** | ** ** | ** ** | ** ** | ** ** | **[**]** | **[**]** | **[**]** | **[**]** |
| **[**]** | ** ** | ** ** | ** ** | ** ** | **[**]** | **[**]** | **[**]** | **[**]** |
| [**]     |       |       |       |       | [**]     | [**]     | [**]     | [**]     |
| [**]     |       |       |       |       | [**]     | [**]     | [**]     | [**]     |

 

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Example 2

 

[**]

 

**J.4.2       [**]**

 

[**]

 

**J.4.3       [**]**

 

[**]

 

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[**]

 

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**[**]**

 
| **[**]** | ** ** | **[**]** | **[**]** | **[**]** | **[**]** | **[**]** | **[**]** | **[**]** | **[**]** | **[**]**   |
|----------|------------|----------|----------|----------|----------|----------|----------|----------|----------|------------|
| [**]     |       | [**]     | [**]     | [**]     | [**]     | [**]     | [**]     | [**]     | [**]     | ** ** |
| [**]     |       |     | [**]     | [**]     | [**]     | [**]     | [**]     | [**]     | [**]     |       |
| [**]     |       |     | [**]     | [**]     | [**]     | [**]     | [**]     | [**]     | [**]     |       |
| [**]     | [**]       |     |     |     |     |     |     |     |     |       |
| [**]     |       |     | [**]     | [**]     | [**]     | [**]     | [**]     | [**]     | [**]     | [**]       |
| [**]     |       |     | [**]     | [**]     | [**]     | [**]     | [**]     | [**]     | [**]     |       |
| [**]     |       |     | [**]     | [**]     | [**]     | [**]     | [**]     | [**]     | [**]     | [**]       |
|     |       |     |     |     |     |     |     |     |     |       |
| [**]     | [**]       |     |     |     |     |     |     |     |     |       |
| [**]     | [**]       |     |     |     |     |     |     |     |     |       |
| [**]     | [**]       |     |     |     |     |     |     |     |     |       |
| [**]     | [**]       |     |     |     |     |     |     |     |     |       |
| [**]     | [**]       |     |     |     |     |     |     |     |     |       |

 

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[**]

 

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**TABLE J-1**

 

**Cost Elements Subject to Adjustment**

** **
| **Adjustment Category** | **Cost Make-up** | **WEC** | **S&W** |
|-------------------------|------------------|---------|-------------|
| [**]                    | [**]             | [**]    |        |
| [**]                    | [**]             | [**]    |        |
| [**]                    | [**]             | [**]    |        |
| [**]                    | [**]             | [**]    | [**]        |
| [**]                    | [**]             | [**]    | [**]        |
| [**]                    | [**]             | [**]    | [**]        |

 

[**]

 

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**TABLE J-2**

 

**PriceAdjustment Indices**

 
| **Index  ID** | **Index  Description** |
|---------------|------------------------|
| [**]          | **[**]**               |
| [**]          | **[**]**               |
| [**]          | **[**]**               |
| [**]          | **[**]**               |
| [**]          | **[**]**               |

 

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**TABLE J-3**

 

**[**]**

**November 2007 Base Date**

 

| ** ** | **[**]** |
|------------|----------|
| **[**]**   | **[**]** | **[**]** |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |

 

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| ** ** | **[**]** |
|------------|----------|
| **[**]**   | **[**]** | **[**]** |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
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| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
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| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
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| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |

 

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| ** ** | **[**]** |
|------------|----------|
| **[**]**   | **[**]** | **[**]** |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
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| [**]       | [**]     | [**] |
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| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
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| [**]       | [**]     | [**] |
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| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |

 

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“[**]” in this Exhibit 10.01 indicates material that has beenomitted pursuant to a request for confidential treatment and filed separatelywith the Securities and Exchange Commission.

 

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|-------------------|------------------------------------------------------------------------------|

 

| ** ** | **[**]** |
|------------|----------|
| **[**]**   | **[**]** | **[**]** |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
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| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |
| [**]       | [**]     | [**] |

 

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“[**]” in this Exhibit 10.01 indicates material that has beenomitted pursuant to a request for confidential treatment and filed separatelywith the Securities and Exchange Commission.

 

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Table J-4

 
| ** ** | **[**]** |
|------------|----------|
| **[**]**   | **[**]** | **[**]** | **[**]** | **[**]** | **[**]** | **[**]** | **[**]** |
| [**]       | [**]     | [**] | [**] | [**] | [**] | [**] | [**] |
| [**]       | [**]     | [**] | [**] | [**] | [**] | [**] | [**] |
| [**]       | [**]     | [**] | [**] | [**] | [**] | [**] | [**] |
| [**]       | [**]     | [**] | [**] | [**] | [**] | [**] | [**] |
| [**]       | [**]     | [**] | [**] | [**] | [**] | [**] | [**] |
| [**]       | [**]     | [**] | [**] | [**] | [**] | [**] | [**] |
| [**]       | [**]     | [**] | [**] | [**] | [**] | [**] | [**] |
| [**]       | [**]     | [**] | [**] | [**] | [**] | [**] | [**] |
| [**]       | [**]     | [**] | [**] | [**] | [**] | [**] | [**] |
| [**]       | [**]     | [**] | [**] | [**] | [**] | [**] | [**] |
| [**]       | [**]     | [**] | [**] | [**] | [**] | [**] | [**] |
| [**]       | [**]     | [**] | [**] | [**] | [**] | [**] | [**] |
| [**]       | [**]     | [**] | [**] | [**] | [**] | [**] | [**] |
| [**]       | [**]     | [**] | [**] | [**] | [**] | [**] | [**] |
| [**]       | [**]     | [**] | [**] | [**] | [**] | [**] | [**] |
| [**]       | [**]     | [**] | [**] | [**] | [**] | [**] | [**] |
| [**]       | [**]     | [**] | [**] | [**] | [**] | [**] | [**] |
| [**]       | [**]     | [**] | [**] | [**] | [**] | [**] | [**] |
| [**]       | [**]     | [**] | [**] | [**] | [**] | [**] | [**] |
| [**]       | [**]     | [**] | [**] | [**] | [**] | [**] | [**] |
| [**]       | [**]     | [**] | [**] | [**] | [**] | [**] | [**] |
| [**]       | [**]     | [**] | [**] | [**] | [**] | [**] | [**] |
| [**]       | [**]     | [**] | [**] | [**] | [**] | [**] | [**] |
| [**]       | [**]     | [**] | [**] | [**] | [**] | [**] | [**] |
| [**]       | [**]     | [**] | [**] | [**] | [**] | [**] | [**] |

 

[**]

 

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**EXHIBIT K**

**Costs**

 

Capitalized terms used herein and not otherwisedefined herein have the meanings assigned to such terms in the Agreement towhich this Exhibit K is appended.

 

Cost categories shall include those categories ofcharges that can be directly traced to producing specific goods or services foror in connection with the Work as well as the general overhead costs ofContractor. [**]  Any and all other costs or charges identifiedthat are not included in Table K-1, that are incurred for the benefit of theWork may be added subject to Owner’s approval.

 

**[**]**A specific charge will only be accounted forin one cost category and will not be double accounted.

** **

Thefollowing tables list the specific categories of Costs.

 

“HQ”is Headquarters related to personnel assigned to the home offices.

 

“SiteAssigned” is related to personnel whose assignment has been changed to thesite.

 

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|-------------------|------------------------------------------------------------------------------|

 
| **Table  K-1: Direct / Billable Charges** |
|-------------------------------------------|
| **Item  No.**                             | **Cost  Categories** | **Recoverable by Direct Charges for  Time and  Expenses Related to the Work****(Yes/No)** |
| ** **                                | ** ** | **[**]** | **[**]** | **[**]** | **[**]** |
| 1.                                        | [**] | [**] | [**] | [**] | [**] |
| A                                         | [**] | [**] | [**] | [**] | [**] |
| B                                         | [**] | [**] | [**] | [**] | [**] |
| C                                         | [**] | [**] | [**] | [**] | [**] |
| D                                         | [**] | [**] | [**] | [**] | [**] |
| E                                         | [**] | [**] | [**] | [**] | [**] |
| F                                         | [**] | [**] | [**] | [**] | [**] |
| G                                         | [**] | [**] | [**] | [**] | [**] |
| H                                         | [**] | [**] | [**] | [**] | [**] |
| I                                         | [**] | [**] | [**] | [**] | [**] |
| J                                         | [**] | [**] | [**] | [**] | [**] |
| K                                         | [**] | [**] | [**] | [**] | [**] |
| L                                         | [**] | [**] | [**] | [**] | [**] |
| M                                         | [**] | [**] | [**] | [**] | [**] |

 

[**]

 

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“[**]” in this Exhibit 10.01 indicates material that has beenomitted pursuant to a request for confidential treatment and filed separatelywith the Securities and Exchange Commission.

 

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| Execution Version | Confidential Trade Secret Information—Subject to Restricted  Procedures |
|-------------------|------------------------------------------------------------------------------|

 
| **Table  K-1: Direct / Billable Charges** |
|-------------------------------------------|
| **Item  No.**                             | **Cost  Categories** | **Recoverable by Direct Charges for  Time and  Expenses Related to the Work****(Yes/No)** |
| ** **                                | ** ** | **[**]** | **[**]** | **[**]** | **[**]** |
| N                                         | [**] | [**] | [**] | [**] | [**] |
| O                                         | [**] | [**] | [**] | [**] | [**] |
| P                                         | [**] | [**] | [**] | [**] | [**] |
| Q                                         | [**] | [**] | [**] | [**] | [**] |
| R                                         | [**] | [**] | [**] | [**] | [**] |
| S                                         | [**] | [**] | [**] | [**] | [**] |
| T                                         | [**] | [**] | [**] | [**] | [**] |
| U                                         | [**] | [**] | [**] | [**] | [**] |
| V                                         | [**] | [**] | [**] | [**] | [**] |
| W                                         | [**] | [**] | [**] | [**] | [**] |
| 2.                                        | [**] | [**] | [**] | [**] | [**] |
| 3.                                        | [**] | [**] | [**] | [**] | [**] |

 

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“[**]” in this Exhibit 10.01 indicates material that has beenomitted pursuant to a request for confidential treatment and filed separatelywith the Securities and Exchange Commission.

 

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| Execution Version | Confidential Trade Secret Information—Subject to Restricted Procedures |
|-------------------|-----------------------------------------------------------------------------|

 
| **Table  K-1: Direct / Billable Charges** |
|-------------------------------------------|
| **Item  No.**                             | **Cost  Categories** | **Recoverable by Direct Charges for  Time and  Expenses Related to the Work****(Yes/No)** |
| ** **                                | ** ** | **[**]** | **[**]** | **[**]** | **[**]** |
| 4.                                        | [**] | [**] | [**] | [**] | [**] |
| 5.                                        | [**] | [**] | [**] | [**] | [**] |
| 6.                                        | [**] | [**] | [**] | [**] | [**] |
| 7.                                        | [**] | [**] | [**] | [**] | [**] |

 

[**]

 

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“[**]” in this Exhibit 10.01 indicates material that has beenomitted pursuant to a request for confidential treatment and filed separatelywith the Securities and Exchange Commission.

 

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| Execution Version | Confidential Trade Secret Information—Subject to Restricted  Procedures |
|-------------------|------------------------------------------------------------------------------|

 
| **Table  K-1: Direct / Billable Charges** |
|-------------------------------------------|
| **Item  No.**                             | **Cost  Categories** | **Recoverable by Direct Charges for  Time and  Expenses Related to the Work****(Yes/No)** |
| ** **                                | ** ** | **[**]** | **[**]** | **[**]** | **[**]** |
| 8.                                        | [**] | [**] | [**] | [**] | [**] |
| 9.                                        | [**] | [**] | [**] | [**] | [**] |
| 10.                                       | [**] | [**] | [**] | [**] | [**] |
| 11.                                       | [**] | [**] | [**] | [**] | [**] |
| 12.                                       | [**] | [**] | [**] | [**] | [**] |
| 13.                                       | [**] | [**] | [**] | [**] | [**] |

 

[**]

 

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“[**]” in this Exhibit 10.01 indicates material that has beenomitted pursuant to a request for confidential treatment and filed separatelywith the Securities and Exchange Commission.

 

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| Execution Version | Confidential Trade Secret Information—Subject to Restricted  Procedures |
|-------------------|------------------------------------------------------------------------------|

 
| **Table  K-1: Direct / Billable Charges** |
|-------------------------------------------|
| **Item  No.**                             | **Cost  Categories** | **Recoverable by Direct Charges for  Time and  Expenses Related to the Work****(Yes/No)** |
| ** **                                | ** ** | **[**]** | **[**]** | **[**]** | **[**]** |
| 14.                                       | [**] | [**] | [**] | [**] | [**] |
| 15.                                       | [**] | [**] | [**] | [**] | [**] |
| 16.                                       | [**] | [**] | [**] | [**] | [**] |
| 17.                                       | [**] | [**] | [**] | [**] | [**] |
| 18.                                       | [**] | [**] | [**] | [**] | [**] |

 

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“[**]” in this Exhibit 10.01 indicates material that has beenomitted pursuant to a request for confidential treatment and filed separatelywith the Securities and Exchange Commission.

 

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|-------------------|------------------------------------------------------------------------------|

 
| **Table K-2: SGA, G&A and  Multiplier Items** |
|---------------------------------------------------|
| **Item  No.**                                     | **Cost  Categories** | **Charges  for Time and Expenses Related to  the Work Recoverable by Inclusion in  Multipliers or SGA or G&A  (Yes/No)** |
| ** **                                        | ** ** | **[**]** | **[**]** | **[**]** | **[**]** |
| 1.                                                | [**] | [**] | [**] | [**] | [**] |
| 2.                                                | [**] | [**] | [**] | [**] | [**] |
| 3.                                                | [**] | [**] | [**] | [**] | [**] |
| 4.                                                | [**] | [**] | [**] | [**] | [**] |
| 5.                                                | [**] | [**] | [**] | [**] | [**] |
| 6.                                                | [**] | [**] | [**] | [**] | [**] |
| 7.                                                | [**] | [**] | [**] | [**] | [**] |
| 8.                                                | [**] | [**] | [**] | [**] | [**] |
| 9.                                                | [**] | [**] | [**] | [**] | [**] |
| 10.                                               | [**] | [**] | [**] | [**] | [**] |
| 11.                                               | [**] | [**] | [**] | [**] | [**] |
| 12.                                               | [**] | [**] | [**] | [**] | [**] |
| 13.                                               | [**] | [**] | [**] | [**] | [**] |
| 14.                                               | [**] | [**] | [**] | [**] | [**] |

 

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“[**]” in this Exhibit 10.01 indicates material that has beenomitted pursuant to a request for confidential treatment and filed separatelywith the Securities and Exchange Commission.

 

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|-------------------|------------------------------------------------------------------------------|

 
| **Table K-2: SGA, G&A and  Multiplier Items** |
|---------------------------------------------------|
| **Item  No.**                                     | **Cost  Categories** | **Charges  for Time and Expenses Related to  the Work Recoverable by Inclusion in  Multipliers or SGA or G&A  (Yes/No)** |
| ** **                                        | **[**]** | **[**]** | **[**]** | **[**]** | **[**]** |
| 15.                                               | [**] | [**] | [**] | [**] | [**] |
| 16.                                               | [**] | [**] | [**] | [**] | [**] |
| 17.                                               | [**] | [**] | [**] | [**] | [**] |
| 18.                                               | [**] | [**] | [**] | [**] | [**] |
| 19.                                               | [**] | [**] | [**] | [**] | [**] |
| 20.                                               | [**] | [**] | [**] | [**] | [**] |
| 21.                                               | [**] | [**] | [**] | [**] | [**] |

 

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“[**]” in this Exhibit 10.01 indicates material that has beenomitted pursuant to a request for confidential treatment and filed separatelywith the Securities and Exchange Commission.

 

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**EXHIBITL**

**NetElectrical Guarantee Conditions and Load List**

 

Capitalized terms usedherein and not otherwise defined herein have the meanings assigned to suchterms in the Agreement to which this Exhibit L is appended.

 

[**] The Net UnitElectrical Output for the Unit shall be determined by the Net Unit ElectricalOutput Test in accordance with the applicable requirements set forth in Section 11.5of the Agreement.

 

The purpose of this Exhibit isto define the Net Unit Electric Output value for the Net Unit Electric OutputGuarantee and provide the House Loads for the Unit when defining the Net UnitElectric Output Guarantee.  The HouseLoads list with individual load operation assumptions (on/off) is presented inAttachment A to this Exhibit.  (HouseLoads are those which receive power from the Unit Auxiliary Transformers; thatis, supplied from the low voltage side of the Main Step-Up Transformers.)

 

[**]

 

TheNet Unit Electric Output of the Unit is:

 
| **Plant Condition** | **Generator  Output  (kW)** | **House  Loads (kW)  [**]** | **Net  Unit Electrical  Output Guarantee (kW)  [**]** |
|---------------------|-----------------------------|-----------------------------|-------------------------------------------------------|
| [**]                | [**]                        | [**]                        | [**]                                                  |

 

TheNet Unit Electrical Output Guarantee is based upon the following conditions:

 

·  [**]

·  [**]

·  [**]

·  [**]

·  [**]

 

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·  [**]

·  [**]

·  [**]

·  [**]

 

[**]

 

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Attachment A

 

HOUSE LOADS

EQUIPMENT ON/OFF LIST

 
| **Tag No.**  | ** ** | **Component Description**                       | ** ** | **On/Off** | ** ** | **Load Note** | ** ** |
|--------------|------------|-------------------------------------------------|------------|------------|------------|---------------|------------|
| 2037-AD-D01  |       | ROLL-UP DOOR                                    |       | [**]       |       | [**]          |       |
| 4033-MS-01   |       | HMS DECON SYSTEM (PORTABLE UNITS)               |       | [**]       |       |          |       |
| 4033-MZ-01   |       | HMS DRILL PRESS                                 |       | [**]       |       | [**]          |       |
| 4033-MZ-02   |       | HMS BAND SAW                                    |       | [**]       |       | [**]          |       |
| 4033-MZ-03   |       | HMS POWER HACKSAW                               |       | [**]       |       | [**]          |       |
| 4033-MZ-04   |       | HMS UNIVERSAL GRINDER                           |       | [**]       |       | [**]          |       |
| 4033-MZ-05   |       | HMS LATHE                                       |       | [**]       |       | [**]          |       |
| 4033-MZ-06   |       | HMS MILLING MACHINE                             |       | [**]       |       | [**]          |       |
| ASS-EH-01    |       | AUXILIARY BOILER FUEL OIL ELECTRIC HEATER       |       | [**]       |       | [**]          |       |
| ASS-MP-01A   |       | AUXILIARY BOILER MAKEUP PUMP A                  |       | [**]       |       | [**]          |       |
| ASS-MP-01B   |       | AUXILIARY BOILER MAKEUP PUMP B                  |       | [**]       |       | [**]          |       |
| ASS-MP-04A   |       | AUXILIARY BOILER FEED PUMP A                    |       | [**]       |       | [**]          |       |
| ASS-MP-04B   |       | AUXILIARY BOILER FEED PUMP B                    |       | [**]       |       | [**]          |       |
| BDS-MP-01    |       | STEAM GENERATOR RECIRCULATION AND DRAIN PUMP    |       | [**]       |       |          |       |
| BDS-MP-02A   |       | EDI BRINE PUMP A                                |       | [**]       |       |          |       |
| BDS-MP-02B   |       | EDI BRINE PUMP B                                |       | [**]       |       |          |       |
| CAS-MS-01A   |       | INSTRUMENT AIR COMPRESSOR PACKAGE A             |       | [**]       |       | [**]          |       |
| CAS-MS-01B`  |       | INSTRUMENT AIR COMPRESSOR PACKAGE B             |       | [**]       |       | [**]          |       |
| CAS-MS-03A   |       | SERVICE AIR COMPRESSOR PACKAGE A                |       | [**]       |       | [**]          |       |
| CAS-MS-03B   |       | SERVICE AIR COMPRESSOR PACKAGE B                |       | [**]       |       | [**]          |       |
| CAS-MS-05    |       | HIGH PRESSURE AIR COMPRESSOR AND FILTER PACKAGE |       | [**]       |       | [**]          |       |
| CCS-EH-01A   |       | CCS PUMP HEATER                                 |       | [**]       |       |          |       |
| CCS-EH-01B   |       | CCS PUMP HEATER                                 |       | [**]       |       |          |       |
| CCS-MP-01A   |       | COMPONENT COOLING WATER PUMP A                  |       | [**]       |       | [**]          |       |
| CCS-MP-01B   |       | COMPONENT COOLING WATER PUMP B                  |       | [**]       |       | [**]          |       |
| CCS-PL-V225  |       | Letdown HX Cooling Flow Inlet Isolation         |       | [**]       |       | [**]          |       |
| CCS-PL-V256A |       | RCP 1A Cooling Water Outlet Isolation           |       | [**]       |       | [**]          |       |
| CCS-PL-V256B |       | RCP 1B Cooling Water Outlet Isolation           |       | [**]       |       | [**]          |       |
| CCS-PL-V256C |       | RCP 2A Cooling Water Outlet Isolation           |       | [**]       |       | [**]          |       |
| CCS-PL-V256D |       | RCP 2B Cooling Water Outlet Isolation           |       | [**]       |       | [**]          |       |
| CDS-EH-01A   |       | CONDENSATE PUMP A MOTOR HTR                     |       | [**]       |       | [**]          |       |
| CDS-EH-01B   |       | CONDENSATE PUMP B MOTOR HTR                     |       | [**]       |       | [**]          |       |
| CDS-EH-01C   |       | CONDENSATE PUMP C MOTOR HTR                     |       | [**]       |       | [**]          |       |
| CDS-MP-01A   |       | CONDENSATE PUMP A                               |       | [**]       |       | [**]          |       |
| CDS-MP-01B   |       | CONDENSATE PUMP B                               |       | [**]       |       | [**]          |       |
| CDS-MP-01C   |       | CONDENSATE PUMP C                               |       | [**]       |       | [**]          |       |

 

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“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

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Attachment A

 

HOUSE LOADS

EQUIPMENT ON/OFF LIST

 
| **Tag No.** | ** ** | **Component Description**                       | ** ** | **On/Off** | ** ** | **Load Note** | ** ** |
|-------------|------------|-------------------------------------------------|------------|------------|------------|---------------|------------|
| CDS-PL-V012 |       | VALVE CDS-PL-V012                               |       | [**]       |       | [**]          |       |
| CDS-PL-V013 |       | VALVE CDS-PL-V013                               |       | [**]       |       | [**]          |       |
| CDS-PL-V014 |       | F.W. HEATERS 1&2 BYPASS MOV                 |       | [**]       |       | [**]          |       |
| CES-EP-01A  |       | CONDENSOR TUBE CLEANING PANEL A                 |       | [**]       |       |          |       |
| CES-EP-01B  |       | CONDENSOR TUBE CLEANING PANEL B                 |       | [**]       |       |          |       |
| CFS-MP-01   |       | OXYGEN SCAVENGING PUMP 1                        |       | [**]       |       |          |       |
| CFS-MP-02   |       | OXYGEN SCAVENGING PUMP 2                        |       | [**]       |       |          |       |
| CFS-MP-03   |       | PH CONTROL FEED PUMP 1                          |       | [**]       |       |          |       |
| CFS-MP-04   |       | PH CONTROL FEED PUMP 2                          |       | [**]       |       |          |       |
| CFS-MP-05   |       | ASS OXYGEN SCAVAGING PUMP                       |       | [**]       |       |          |       |
| CFS-MP-06   |       | ASS pH CONTROL FEED PUMP                        |       | [**]       |       |          |       |
| CFS-MP-07   |       | ASS BATCH CHEMICAL FEED PUMP                    |       | [**]       |       |          |       |
| CFS-MP-08A  |       | SWS DISPERSANT CHEMICAL FEED PUMP A             |       | [**]       |       |          |       |
| CFS-MP-08B  |       | SWS DISPERSANT CHEMICAL FEED PUMP B             |       | [**]       |       |          |       |
| CFS-MP-09A  |       | CWS DISPERSANT CHEMICAL FEED PUMP A             |       | [**]       |       |          |       |
| CFS-MP-09B  |       | CWS DISPERSANT CHEMICAL FEED PUMP B             |       | [**]       |       |          |       |
| CFS-MP-10   |       | DTS SCALE INHIBITOR CHEMICAL FEED PUMP          |       | [**]       |       |          |       |
| CFS-MP-11   |       | CWS & SWS ALGAECIDE CHEMICAL FEED PUMP |       | [**]       |       |          |       |
| CFS-MP-12A  |       | SWS BIOCIDE CHEMICAL FEED PUMP A                |       | [**]       |       |          |       |
| CFS-MP-12B  |       | SWS BIOCIDE CHEMICAL FEED PUMP B                |       | [**]       |       |          |       |
| CFS-MP-13A  |       | CWS BIOCIDE CHEMICAL FEED PUMP A                |       | [**]       |       |          |       |
| CFS-MP-13B  |       | CWS BIOCIDE CHEMICAL FEED PUMP B                |       | [**]       |       |          |       |
| CFS-MP-14   |       | PWS BIOCIDE CHEMICAL FEED PUMP                  |       | [**]       |       |          |       |
| CFS-MP-15A  |       | SWS pH CONTROL CHEMICAL FEED PUMP A             |       | [**]       |       |          |       |
| CFS-MP-15B  |       | SWS pH CONTROL CHEMICAL FEED PUMP B             |       | [**]       |       |          |       |
| CFS-MP-16A  |       | CWS pH CONTROL CHEMICAL FEED PUMP A             |       | [**]       |       |          |       |
| CFS-MP-16B  |       | CWS pH CONTROL CHEMICAL FEED PUMP B             |       | [**]       |       |          |       |
| CFS-MP-17   |       | DTS pH CONTROL CHEMICAL FEED PUMP               |       | [**]       |       |          |       |
| CMS-MK-01A  |       | VACUUM PUMP A                                   |       | [**]       |       |          |       |
| CMS-MK-01B  |       | VACUUM PUMP B                                   |       | [**]       |       |          |       |
| CMS-MK-01C  |       | VACUUM PUMP C                                   |       | [**]       |       |          |       |
| CMS-MK-01D  |       | VACUUM PUMP D                                   |       | [**]       |       | [**]          |       |
| CMS-MP-01A  |       | SEAL WATER PUMP A                               |       | [**]       |       |          |       |
| CMS-MP-01B  |       | SEAL WATER PUMP B                               |       | [**]       |       |          |       |
| CMS-MP-01C  |       | SEAL WATER PUMP C                               |       | [**]       |       | [**]          |       |
| CPS-PL-V001 |       | CPS BYPASS VALVE                                |       | [**]       |       | [**]          |       |
| CPS-PL-V002 |       | POLISHER VESSEL UPSTREAM ISOLATION VALVE        |       | [**]       |       | [**]          |       |
| CPS-PL-V003 |       | POLISHER VESSEL DOWNSTREAM ISOLATION VALVE      |       | [**]       |       | [**]          |       |
| CVS-EH-01-A |       | BORIC ACID TANK IMMERSION HEATER ELEMENT A      |       | [**]       |       |          |       |

 

----

“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

Page4 of 20

----

 
| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

Attachment A

 

HOUSE LOADS

EQUIPMENT ON/OFF LIST

 
| **Tag No.**  | ** ** | **Component  Description**                 | ** ** | **On/Off** | ** ** | **Load Note** | ** ** |
|--------------|------------|--------------------------------------------|------------|------------|------------|---------------|------------|
| CVS-EH-01-B  |       | BORIC ACID TANK IMMERSION HEATER ELEMENT B |       | [**]       |       |          |       |
| CVS-EH-02    |       | BORIC ACID BATCHING TANK IMMERSION HEATER  |       | [**]       |       | [**]          |       |
| CVS-MP-01A   |       | MAKE-UP PUMP A                             |       | [**]       |       | [**]          |       |
| CVS-MP-01B   |       | MAKE-UP PUMP B                             |       | [**]       |       | [**]          |       |
| CVS-MY-Y01   |       | BORIC ACID BATCHING TANK MIXER             |       | [**]       |       | [**]          |       |
| CWS-EH-01A   |       | Circulating Water Pump A Motor Heater      |       | [**]       |       |          |       |
| CWS-EH-01B   |       | Circulating Water Pump B Motor Heater      |       | [**]       |       |          |       |
| CWS-EH-01C   |       | Circulating Water Pump B Motor Heater      |       | [**]       |       |          |       |
| CWS-MP-01A   |       | CIRCULATING WATER PUMP A                   |       | [**]       |       | [**]          |       |
| CWS-MP-01B   |       | CIRCULATING WATER PUMP B                   |       | [**]       |       | [**]          |       |
| CWS-MP-01C   |       | CIRCULATING WATER PUMP C                   |       | [**]       |       | [**]          |       |
| CWS-PL-V001A |       | C.W. PUMP A DISCHARGE MOV                  |       | [**]       |       | [**]          |       |
| CWS-PL-V001B |       | C.W. PUMP B DISCHARGE MOV                  |       | [**]       |       |          |       |
| CWS-PL-V002A |       | L.P. CONDENSER A INLET MOV                 |       | [**]       |       | [**]          |       |
| CWS-PL-V002B |       | L.P.CONDENSER B INLET MOV                  |       | [**]       |       |          |       |
| CWS-PL-V003A |       | H.P. CONDENSER A OUTLET MOV                |       | [**]       |       | [**]          |       |
| CWS-PL-V003B |       | H.P. CONDENSER B OUTLET MOV                |       | [**]       |       | [**]          |       |
| CWS-PY-S01A  |       | CWS TO TCS HX BACKWASH STRAINER A          |       | [**]       |       |          |       |
| CWS-PY-S01B  |       | CWS TO TCS HX BACKWASH STRAINER B          |       | [**]       |       |          |       |
| CWS-PY-S01C  |       | CWS TO TCS HX BACKWASH STRAINER C          |       | [**]       |       |          |       |
| DOS-EH-01A   |       | DOS-MB-01A ELECTRIC HEATER                 |       | [**]       |       |          |       |
| DOS-EH-01B   |       | DOS-MB-01A ELECTRIC HEATER                 |       | [**]       |       |          |       |
| DOS-EH-02A   |       | DOS-MT-02A ELECTRIC HEATER                 |       | [**]       |       |          |       |
| DOS-EH-02B   |       | DOS-MT-02B ELECTRIC HEATER                 |       | [**]       |       |          |       |
| DOS-EH-03A   |       | ELECTRIC HEATER                            |       | [**]       |       |          |       |
| DOS-EH-03B   |       | ELECTRIC HEATER                            |       | [**]       |       |          |       |
| DOS-MP-01A   |       | DIESEL FUEL OIL PUMP A                     |       | [**]       |       | [**]          |       |
| DOS-MP-01B   |       | DIESEL FUEL OIL PUMP B                     |       | [**]       |       | [**]          |       |
| DOS-MP-02A   |       | AUXILIARY BOILER FUEL OIL PUMP A           |       | [**]       |       | [**]          |       |
| DOS-MP-02B   |       | AUXILIARY BOILER FUEL OIL PUMP B           |       | [**]       |       | [**]          |       |
| DTS-EH-01    |       | CIP Electric Inline Heater                 |       | [**]       |       | [**]          |       |
| DTS-MP-01A   |       | RO Unit A Feed Pump                        |       | [**]       |       | [**]          |       |
| DTS-MP-01B   |       | RO Unit B Feed Pump                        |       | [**]       |       | [**]          |       |
| DTS-MP-03    |       | CIP Pump                                   |       | [**]       |       | [**]          |       |
| DTS-MP-04    |       | Acid/Salt Injection Pump                   |       | [**]       |       |          |       |
| DTS-MP-05    |       | EDI Brine Pump                             |       | [**]       |       | [**]          |       |
| DTS-MP-06    |       | EDI Product Transfer Pump                  |       | [**]       |       | [**]          |       |
| DTS-MV-20A   |       | ELECTRODEIONIZATION STACK A                |       | [**]       |       | [**]          |       |

 

----

“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

Page5 of 20

----

 
| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

Attachment A

 

HOUSE LOADS

EQUIPMENT ON/OFF LIST

 
| **Tag No.** | ** ** | **Component Description**                  | ** ** | **On/Off** | ** ** | **Load Note** |   |
|-------------|------------|--------------------------------------------|------------|------------|------------|---------------|--------|
| DTS-MV-20B  |       | ELECTRODEIONIZATION STACK B                |       | [**]       |       | [**]          |   |
| DTS-MV-20C  |       | ELECTRODEIONIZATION STACK C                |       | [**]       |       | [**]          |   |
| DTS-MV-20D  |       | ELECTRODEIONIZATION STACK D                |       | [**]       |       | [**]          |   |
| DWS-EH-01A  |       | DEMINERALIZED WATER STORAGE TANK HEATER A  |       | [**]       |       | [**]          |   |
| DWS-EH-01B  |       | DEMINERALIZED WATER STORAGE TANK HEATER B  |       | [**]       |       | [**]          |   |
| DWS-EH-02A  |       | CONDENSATE STORAGE TANK HEATER A           |       | [**]       |       | [**]          |   |
| DWS-EH-02B  |       | CONDENSATE STORAGE TANK HEATER B           |       | [**]       |       | [**]          |   |
| DWS-EH-02C  |       | CONDENSATE STORAGE TANK HEATER C           |       | [**]       |       | [**]          |   |
| DWS-EH-02D  |       | CONDENSATE STORAGE TANK HEATER             |       | [**]       |       | [**]          |   |
| DWS-MA-01   |       | DEMIN WTR STOR TK CORS DEGAS BLOWER        |       | [**]       |       | [**]          |   |
| DWS-MA-02   |       | Condensate Water Stor Tk CORS Degas Blower |       | [**]       |       |          |   |
| DWS-MP-01A  |       | DEMINERALIZED WATER TRANSFER PUMP A        |       | [**]       |       | [**]          |   |
| DWS-MP-01B  |       | DEMINERALIZED WATER TRANSFER PUMP B        |       | [**]       |       | [**]          |   |
| DWS-MP-02   |       | CORS Feed Pump                             |       | [**]       |       |          |   |
| ECS-EC-111  |       | ANNEX BLDG MCC (Rm 40500)                  |       | [**]       |       |          |   |
| ECS-EC-112  |       | AUX BLDG MCC (Rm 40500)                    |       | [**]       |       |          |   |
| ECS-EC-121  |       | AUX BLDG MCC 121 (Rm 12213)                |       | [**]       |       |          |   |
| ECS-EC-122  |       | TURBINE BLDG MCC 122                       |       | [**]       |       |          |   |
| ECS-EC-123  |       | DIESEL GEN BLDG MCC 123                    |       | [**]       |       |          |   |
| ECS-EC-124  |       | PZR HTRS BACKUP GRP A MCC 124 (Rm 12321)   |       | [**]       |       | [**]          |   |
| ECS-EC-131  |       | ANNEX BLDG MCC 131 (Rm 40503)              |       | [**]       |       |          |   |
| ECS-EC-132  |       | CONTAINMENT MCC 132 (Rm 12321)             |       | [**]       |       |          |   |
| ECS-EC-133  |       | AUXILIARY BUILDING MCC 133 (Rm 12321)      |       | [**]       |       |          |   |
| ECS-EC-141  |       | ANNEX BLDG MCC 141 (Rm 40413)              |       | [**]       |       |          |   |
| ECS-EC-142  |       | PZR HTRS CONTROL GRP MCC 142 (Rm 12321)    |       | [**]       |       | [**]          |   |
| ECS-EC-143  |       | PZR HTRS BACKUP GRP C MCC 143 (Rm 12321)   |       | [**]       |       | [**]          |   |
| ECS-EC-211  |       | ANNEX BLDG MCC 211 (Rm 40500)              |       | [**]       |       |          |   |
| ECS-EC-212  |       | AUX BLDG MCC 212 (Rm 40500)                |       | [**]       |       |          |   |
| ECS-EC-221  |       | AUX BLDG MCC 221 (Rm 12213)                |       | [**]       |       |          |   |
| ECS-EC-222  |       | TURBINE BLDG MCC 222                       |       | [**]       |       |          |   |
| ECS-EC-223  |       | DIESEL GEN BLDG MCC 223                    |       | [**]       |       |          |   |
| ECS-EC-224  |       | PZR HTRS BACKUP GRP B MCC 224 (Rm 12321)   |       | [**]       |       | [**]          |   |
| ECS-EC-231  |       | ANNEX BLDG MCC 231 (Rm 40503)              |       | [**]       |       |          |   |
| ECS-EC-232  |       | CONTAINMENT MCC 232 (Rm 12321)             |       | [**]       |       |          |   |
| ECS-EC-233  |       | AUXILIARY BUILDING MCC 233 (Rm 12321)      |       | [**]       |       |          |   |
| ECS-EC-241  |       | ANNEX BLDG MCC 241 (Rm 40357)              |       | [**]       |       |          |   |
| ECS-EC-242  |       | RADWASTE BLDG MCC 242                      |       | [**]       |       |          |   |
| ECS-EC-243  |       | PZR HTRS BACKUP GRP D MCC 613 (Rm 12321)   |       | [**]       |       | [**]          |   |

 

----

“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

Page6 of 20

----

 
| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

Attachment A

 

HOUSE LOADS

EQUIPMENT ON/OFF LIST

 
| **Tag No.** | ** ** | **Component Description**                        | ** ** | **On/Off** | ** ** | **Load Note** | ** ** |
|-------------|------------|--------------------------------------------------|------------|------------|------------|---------------|------------|
| ECS-EC-311  |       | TURBINE BLDG MCC 311                             |       | [**]       |       |          |       |
| ECS-EC-312  |       | TURBINE BLDG MCC 312                             |       | [**]       |       |          |       |
| ECS-EC-411  |       | TURBINE BLDG MCC 411                             |       | [**]       |       |          |       |
| ECS-EC-412  |       | TURBINE BLDG MCC 412                             |       | [**]       |       |          |       |
| ECS-EC-711  |       | TURBINE BLDG MCC 711                             |       | [**]       |       | [**]          |       |
| ECS-EK-11   |       | 480 V LOAD CENTER 11                             |       | [**]       |       |          |       |
| ECS-EK-12   |       | 480 V LOAD CENTER 12                             |       | [**]       |       |          |       |
| ECS-EK-13   |       | 480 V LOAD CENTER 13                             |       | [**]       |       |          |       |
| ECS-EK-14   |       | 480 V LOAD CENTER 14                             |       | [**]       |       |          |       |
| ECS-EK-21   |       | 480 V LOAD CENTER 21                             |       | [**]       |       |          |       |
| ECS-EK-22   |       | 480 V LOAD CENTER 22                             |       | [**]       |       |          |       |
| ECS-EK-23   |       | 480 V LOAD CENTER 23                             |       | [**]       |       |          |       |
| ECS-EK-24   |       | 480 V LOAD CENTER 24                             |       | [**]       |       |          |       |
| ECS-EK-31   |       | 480 V LOAD CENTER 31                             |       | [**]       |       |          |       |
| ECS-EK-41   |       | 480 V LOAD CENTER 41                             |       | [**]       |       |          |       |
| ECS-EK-71   |       | 480 V LOAD CENTER 71                             |       | [**]       |       | [**]          |       |
| ECS-ES-1    |       | 6900 V SWITCHGEAR BUS 1                          |       | [**]       |       |          |       |
| ECS-ES-2    |       | 6900 V SWITCHGEAR BUS 2                          |       | [**]       |       |          |       |
| ECS-ES-3    |       | 6900 V SWITCHGEAR BUS 3                          |       | [**]       |       |          |       |
| ECS-ES-4    |       | 6900 V SWITCHGEAR BUS 4                          |       | [**]       |       |          |       |
| ECS-ES-5    |       | 6900 V SWITCHGEAR BUS 5                          |       | [**]       |       |          |       |
| ECS-ES-6    |       | 6900 V SWITCHGEAR BUS 6                          |       | [**]       |       |          |       |
| ECS-ES-7    |       | 6900 V SWITCHGEAR BUS 7                          |       | [**]       |       |          |       |
| ECS-ET-1111 |       | ANNEX BUILDING PWR XFMR 1111                     |       | [**]       |       | [**]          |       |
| ECS-ET-1121 |       | AUXILIARY BUILDING PWR XFMR 1121                 |       | [**]       |       | [**]          |       |
| ECS-ET-1211 |       | AUX BUILDING POWER TRANSFORMER                   |       | [**]       |       | [**]          |       |
| ECS-ET-1221 |       | TURBINE BUILDING POWER TRANSFORMER               |       | [**]       |       | [**]          |       |
| ECS-ET-1231 |       | DIESEL GENERATOR BUILDING POWER TRANSFORMER 1231 |       | [**]       |       | [**]          |       |
| ECS-ET-1311 |       | ANNEX BUILDING PWR XFMR 1311                     |       | [**]       |       | [**]          |       |
| ECS-ET-1321 |       | CONTAINMENT POWER TRANSFORMER                    |       | [**]       |       | [**]          |       |
| ECS-ET-1333 |       | AUXILIARY BUILDING POWER TRANSFORMER             |       | [**]       |       | [**]          |       |
| ECS-ET-1411 |       | ANNEX BUILDING PWR XFMR 1411                     |       | [**]       |       | [**]          |       |
| ECS-ET-2111 |       | ANNEX BUILDING PWR XFMR 2111                     |       | [**]       |       | [**]          |       |
| ECS-ET-2121 |       | AUXILIARY BUILDING PWR XFMR 2121                 |       | [**]       |       | [**]          |       |
| ECS-ET-2211 |       | AUX BUILDING POWER TRANSFORMER                   |       | [**]       |       | [**]          |       |
| ECS-ET-2221 |       | TURBINE BUILDING POWER TRANSFORMER               |       | [**]       |       | [**]          |       |

 

----

“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

Page7 of 20

----

 
| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

Attachment A

 

HOUSE LOADS

EQUIPMENT ON/OFF LIST

 
| **Tag No.** | ** ** | **Component Description**                        | ** ** | **On/Off** | ** ** | **Load Note** | ** ** |
|-------------|------------|--------------------------------------------------|------------|------------|------------|---------------|------------|
| ECS-ET-2231 |       | DIESEL GENERATOR BUILDING POWER TRANSFORMER 2231 |       | [**]       |       | [**]          |       |
| ECS-ET-2311 |       | ANNEX BUILDING PWR XFMR 2311                     |       | [**]       |       | [**]          |       |
| ECS-ET-2321 |       | CONTAINMENT POWER TRANSFORMER                    |       | [**]       |       | [**]          |       |
| ECS-ET-2333 |       | AUXILIARY BUILDING POWER TRANSFORMER             |       | [**]       |       | [**]          |       |
| ECS-ET-3111 |       | TURBINE BUILDING POWER TRANSFORMER 3111          |       | [**]       |       | [**]          |       |
| ECS-ET-3121 |       | TURBNIE BUILDING POWER TRANSFORMER               |       | [**]       |       | [**]          |       |
| ECS-ET-4111 |       | TURBINE BUILDING POWER TRANSFORMER 4111          |       | [**]       |       | [**]          |       |
| ECS-ET-4121 |       | TURBNIE BUILDING POWER TRANSFORMER               |       | [**]       |       | [**]          |       |
| ECS-ET-2411 |       | MACH SHOP DIST XFMR 2411                         |       | [**]       |       | [**]          |       |
| ECS-ET-2421 |       | RADWASTE BUILDING POWER TRANSFORMER              |       | [**]       |       | [**]          |       |
| ECS-EV-31   |       | RCP 1A Variable Speed Drive Control Power        |       | [**]       |       |          |       |
| ECS-EV-41   |       | RCP 1B Variable Speed Drive Control Power        |       | [**]       |       |          |       |
| ECS-EV-51   |       | RCP 2A Variable Speed Drive Control Power        |       | [**]       |       |          |       |
| ECS-EV-61   |       | RCP 2B Variable Speed Drive Control Power        |       | [**]       |       |          |       |
| ECS-EY-1321 |       | PWR FEED TO 4 CNMT SERVICE MODULE WELDING RECEPT |       | [**]       |       | [**]          |       |
| ECS-EY-1322 |       | PWR FEED TO 4 CNMT SERVICE MODULE WELDING RECEPT |       | [**]       |       | [**]          |       |
| ECS-EY-2321 |       | PWR FEED TO 4 CNMT SERVICE MODULE WELDING RECEPT |       | [**]       |       | [**]          |       |
| ECS-EY-2322 |       | PWR FEED TO 4 CNMT SERVICE MODULE WELDING RECEPT |       | [**]       |       | [**]          |       |
| EDS1-DC-1   |       | EDS1 BATTERY CHARGER                             |       | [**]       |       | [**]          |       |
| EDS1-DT-1   |       | EDS1 REGULATING XFMR                             |       | [**]       |       | [**]          |       |
| EDS2-DC-1   |       | EDS2 BATTERY CHARGER                             |       | [**]       |       | [**]          |       |
| EDS2-DT-1   |       | EDS2 REGULATING XFMR                             |       | [**]       |       | [**]          |       |
| EDS3-DC-1   |       | EDS3 BATTERY CHARGER                             |       | [**]       |       | [**]          |       |
| EDS3-DT-1   |       | EDS3 REGULATING XFMR                             |       | [**]       |       | [**]          |       |
| EDS4-DC-1   |       | EDS4 BATTERY CHARGER                             |       | [**]       |       | [**]          |       |
| EDSS-DC-1   |       | SPARE NON-1E BATTERY CHARGER                     |       | [**]       |       | [**]          |       |
| EHS-EH-01   |       | HEAT TRACING CABINET                             |       | [**]       |       | [**]          |       |
| ELS-ED-1111 |       | ANNEX BLDG LIGHTING PANEL 1111                   |       | [**]       |       | [**]          |       |
| ELS-ED-1112 |       | ANNEX BLDG LIGHTING PANEL 1112                   |       | [**]       |       | [**]          |       |
| ELS-ED-1211 |       | AUXILIARY BUILDING LIGHTING PANEL                |       | [**]       |       | [**]          |       |
| ELS-ED-1212 |       | AUXILIARY BUILDING LIGHTING PANEL                |       | [**]       |       | [**]          |       |
| ELS-ED-1221 |       | TURBINE BLDG LIGHT PANEL 1221                    |       | [**]       |       | [**]          |       |
| ELS-ED-1222 |       | TURBINE BLDG LIGHT PANEL 1222                    |       | [**]       |       | [**]          |       |

 

----

“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

Page8 of 20

----

 
| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

Attachment A

 

HOUSE LOADS

EQUIPMENT ON/OFF LIST

 
| **Tag No.**  | ** ** | **Component Description**                | ** ** | **On/Off** | ** ** | **Load Note** | ** ** |
|--------------|------------|------------------------------------------|------------|------------|------------|---------------|------------|
| ELS-ED-1223  |       | TURBINE BLDG LIGHT PANEL 1223            |       | [**]       |       | [**]          |       |
| ELS-ED-1231  |       | DIESEL GEN BLDG LIGHTING PANEL 1231      |       | [**]       |       | [**]          |       |
| ELS-ED-1331  |       | AUXILIARY BUILDING LIGHTING PANEL        |       | [**]       |       | [**]          |       |
| ELS-ED-2111  |       | ANNEX BLDG LIGHTING PANEL 2111           |       | [**]       |       | [**]          |       |
| ELS-ED-2112  |       | ANNEX BLDG LIGHTING PANEL 2112           |       | [**]       |       | [**]          |       |
| ELS-ED-2211  |       | AUXILIARY BUILDING LIGHTING PANEL        |       | [**]       |       | [**]          |       |
| ELS-ED-2212  |       | AUXILIARY BUILDING LIGHTING PANEL        |       | [**]       |       | [**]          |       |
| ELS-ED-2221  |       | TURBINE BLDG LIGHT PANEL 2221            |       | [**]       |       | [**]          |       |
| ELS-ED-2222  |       | TURBINE BLDG LIGHT PANEL 2222            |       | [**]       |       | [**]          |       |
| ELS-ED-2223  |       | TURBINE BLDG LIGHT PANEL 2223            |       | [**]       |       | [**]          |       |
| ELS-ED-2231  |       | DIESEL GEN BLDG LIGHTING PANEL 2231      |       | [**]       |       | [**]          |       |
| ELS-ED-2331  |       | AUXILIARY BUILDING LIGHTING PANEL        |       | [**]       |       | [**]          |       |
| ELS-ED-2421  |       | RAD WASTE BLDG LIGHTING PANEL 2421       |       | [**]       |       | [**]          |       |
| ELS-ET-1111  |       | ANNEX BLDG LIGHTING XFMR 1111            |       | [**]       |       | [**]          |       |
| ELS-ET-1211  |       | AUXILIARY BUILDING LIGHTING TRANSFORMER  |       | [**]       |       | [**]          |       |
| ELS-ET-1221  |       | TURBINE BLDG LIGHTING XFMR 1221          |       | [**]       |       | [**]          |       |
| ELS-ET-1231  |       | DIESEL GEN BLDG LIGHTING XFMR 1231       |       | [**]       |       | [**]          |       |
| ELS-ET-1321  |       | CONTAINMENT LIGHTING XFMR 1321           |       | [**]       |       | [**]          |       |
| ELS-ET-1322  |       | CONTAINMENT LIGHTING XFMR 1322           |       | [**]       |       | [**]          |       |
| ELS-ET-1331  |       | AUXILIARY BUILDING LIGHTING TRANSFORMER  |       | [**]       |       | [**]          |       |
| ELS-ET-2111  |       | ANNEX BLDG LIGHTING XFMR 2111            |       | [**]       |       | [**]          |       |
| ELS-ET-2211  |       | AUXILIARY BUILDING LIGHTING TRANSFORMER  |       | [**]       |       | [**]          |       |
| ELS-ET-2221  |       | TURBINE BLDG LIGHTING XFMR 2221          |       | [**]       |       | [**]          |       |
| ELS-ET-2231  |       | DIESEL GEN BLDG LIGHTING XFMR 2231       |       | [**]       |       | [**]          |       |
| ELS-ET-2321  |       | CONTAINMENT LIGHTING XFRMR 2321          |       | [**]       |       | [**]          |       |
| ELS-ET-2322  |       | CONTAINMENT LIGHTING XFRMR 2322          |       | [**]       |       | [**]          |       |
| ELS-ET-2331  |       | AUXILIARY BUILDING LIGHTING TRANSFORMER  |       | [**]       |       | [**]          |       |
| FHS-EM-01    |       | REFUELING MACHINE MOTOR (IC)             |       | [**]       |       | [**]          |       |
| FHS-EM-02    |       | FUEL HANDLING MACHINE MOTOR (OC)         |       | [**]       |       | [**]          |       |
| FHS-FH-03    |       | NEW FUEL JIB CRANE                       |       | [**]       |       | [**]          |       |
| FHS-FH-04    |       | NEW FUEL ELEV & HOIST           |       | [**]       |       | [**]          |       |
| FHS-FH-05    |       | FUEL TRANSFER CONVEYOR (OC)              |       | [**]       |       | [**]          |       |
| FHS-MP-01A   |       | FUEL TRANS UPENDER PUMP (IC)             |       | [**]       |       | [**]          |       |
| FHS-MP-01B   |       | FUEL TRANS UPENDER PUMP (OC)             |       | [**]       |       | [**]          |       |
| FHS-MZ-01    |       | REACTOR VESSEL STUD TENSIONER            |       | [**]       |       | [**]          |       |
| FPS-EH-01A-A |       | PRIMARY FIRE WATER TANK HEATER ELEMENT A |       | [**]       |       | [**]          |       |
| FPS-EH-01A-B |       | PRIMARY FIRE WATER TANK HEATER ELEMENT B |       | [**]       |       | [**]          |       |
| FPS-EH-01A-C |       | PRIMARY FIRE WATER TANK HEATER ELEMENT C |       | [**]       |       | [**]          |       |

 

----

“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

Page9 of 20

----

 
| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

Attachment A

 

HOUSE LOADS

EQUIPMENT ON/OFF LIST

 
| **Tag No.**  | ** ** | **Component Description**                        | ** ** | **On/Off** | ** ** | **Load Note** | ** ** |
|--------------|------------|--------------------------------------------------|------------|------------|------------|---------------|------------|
| FPS-EH-01A-D |       | PRIMARY FIRE WATER TANK HEATER ELEMENT D         |       | [**]       |       | [**]          |       |
| FPS-EH-01B-A |       | SECONDARY FIRE WTR/CLEAR WELL TANK HTR ELEMENT A |       | [**]       |       | [**]          |       |
| FPS-EH-01B-B |       | SECONDARY FIRE WTR/CLEAR WELL TANK HTR ELEMENT B |       | [**]       |       | [**]          |       |
| FPS-EH-01B-C |       | SECONDARY FIRE WTR/CLEAR WELL TANK HTR ELEMENT C |       | [**]       |       | [**]          |       |
| FPS-EH-01B-D |       | SECONDARY FIRE WTR/CLEAR WELL TANK HTR ELEMENT D |       | [**]       |       | [**]          |       |
| FPS-EH-02    |       | Diesel fire pump enclosure heater                |       | [**]       |       | [**]          |       |
| FPS-MP-01A   |       | MOTOR-DRIVEN FIRE PMP                            |       | [**]       |       | [**]          |       |
| FPS-MP-02    |       | JOCKEY PUMP                                      |       | [**]       |       |          |       |
| FWS-EH-01A   |       | BOOSTER/MAIN FW PUMP A MOTOR HEATER              |       | [**]       |       | [**]          |       |
| FWS-EH-01B   |       | BOOSTER/MAIN FW PUMP B MOTOR HEATER              |       | [**]       |       | [**]          |       |
| FWS-EH-01C   |       | BOOSTER/MAIN FW PUMP B MOTOR HEATER              |       | [**]       |       | [**]          |       |
| FWS-EH-03A   |       | STARTUP FEEDWATER PUMP A MOTOR HEATER            |       | [**]       |       |          |       |
| FWS-EH-03B   |       | STARTUP FEEDWATER PUMP B MOTOR HEATER            |       | [**]       |       |          |       |
| FWS-MP-02A   |       | MAIN FEEDWATER PUMP A                            |       | [**]       |       | [**]          |       |
| FWS-MP-02B   |       | MAIN FEEDWATER PUMP B                            |       | [**]       |       |          |       |
| FWS-MP-02C   |       | MAIN FEEDWATER PUMP C                            |       | [**]       |       |          |       |
| FWS-MP-03A   |       | STARTUP FEEDWATER PUMP A                         |       | [**]       |       | [**]          |       |
| FWS-MP-03B   |       | STARTUP FEEDWATER PUMP B                         |       | [**]       |       | [**]          |       |
| FWS-PL-V004A |       | Main feedwater pump A discharge isolation valve  |       | [**]       |       | [**]          |       |
| FWS-PL-V004B |       | Main feedwater pump discharge isolation valve    |       | [**]       |       | [**]          |       |
| FWS-PL-V004C |       | Main feedwater pump C discharge isolation  valve |       | [**]       |       |          |       |
| FWS-PL-V013A |       | Sfw pump discharge isolation MOV                 |       | [**]       |       | [**]          |       |
| FWS-PL-V013B |       | Sfw pump discharge isolation MOV                 |       | [**]       |       | [**]          |       |
| GSS-MA-01A   |       | GLAND CONDENSER VAPOR EXHAUSTER 1A               |       | [**]       |       | [**]          |       |
| GSS-MA-01B   |       | GLAND CONDENSER VAPOR EXHAUSTER 1B               |       | [**]       |       | [**]          |       |
| HCS-EH-01A   |       | Gas Dryer Heater 01A                             |       | [**]       |       |          |       |
| HCS-EH-01B   |       | Gas Dryer Heater 01B                             |       | [**]       |       |          |       |
| HCS-MA-01A   |       | Gas Dryer Blower 01A                             |       | [**]       |       |          |       |
| HCS-MA-01B   |       | Gas Dryer Blower 01B                             |       | [**]       |       |          |       |
| HDS-MP-01    |       | MOISTURE SEPARATOR REHEATER SHELL DRAIN PUMP     |       | [**]       |       |          |       |
| HSS-MA-01A   |       | LOOP SEAL VAPOR EXTRACTOR A                      |       | [**]       |       |          |       |
| HSS-MA-01B   |       | LOOP SEAL VAPOR EXTRACTOR B                      |       | [**]       |       |          |       |
| HSS-MP-01    |       | AIR-SIDE SEAL OIL PUMP                           |       | [**]       |       |          |       |
| HSS-MP-03    |       | HYDROGEN-SIDE SEAL OIL PUMP                      |       | [**]       |       |          |       |
| IDSA-DC-1    |       | IDSA BATTERY CHARGER 1                           |       | [**]       |       | [**]          |       |

 

----

“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

Page10 of 20

----

 
| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

Attachment A

 

HOUSE LOADS

EQUIPMENT ON/OFF LIST

 
| **Tag No.** | ** ** | **Component Description**             | ** ** | **On/Off** | ** ** | **Load Note** | ** ** |
|-------------|------------|---------------------------------------|------------|------------|------------|---------------|------------|
| IDSA-DT-1   |       | IDSA REGULATING XFMR                  |       | [**]       |       | [**]          |       |
| IDSB-DC-1   |       | IDSB BATTERY CHARGER 1                |       | [**]       |       | [**]          |       |
| IDSB-DC-2   |       | IDSB BATTERY CHARGER 2                |       | [**]       |       | [**]          |       |
| IDSB-DT-1   |       | IDSB REGULATING XFMR                  |       | [**]       |       | [**]          |       |
| IDSC-DC-1   |       | IDSC BATTERY CHARGER 1                |       | [**]       |       | [**]          |       |
| IDSC-DC-2   |       | IDSC BATTERY CHARGER 2                |       | [**]       |       | [**]          |       |
| IDSC-DT-1   |       | IDSC REGULATING XFMR                  |       | [**]       |       | [**]          |       |
| IDSD-DC-1   |       | IDSD BATTERY CHARGER 1                |       | [**]       |       | [**]          |       |
| IDSD-DT-1   |       | IDSD REGULATING XFMR                  |       | [**]       |       | [**]          |       |
| IDSS-DC-1   |       | SPARE BATTERY CHARGER                 |       | [**]       |       | [**]          |       |
| LOS-EH-01   |       | CONDITIONER/PURIFIER UNIT HEATER      |       | [**]       |       | [**]          |       |
| LOS-EH-02   |       | CONDITIONER/PURIFIER UNIT HEATER      |       | [**]       |       | [**]          |       |
| LOS-MA-01A  |       | VAPOR EXTRACTOR A                     |       | [**]       |       | [**]          |       |
| LOS-MA-01B  |       | VAPOR EXTRACTOR B                     |       | [**]       |       | [**]          |       |
| LOS-MP-02   |       | AC BEARING OIL PUMP                   |       | [**]       |       | [**]          |       |
| LOS-MP-04   |       | AC SEAL OIL BACKUP PUMP               |       | [**]       |       | [**]          |       |
| LOS-MP-05   |       | Clean Oil Transfer Pump               |       | [**]       |       | [**]          |       |
| LOS-MP-10A  |       | LP BEARING LIFT OIL PUMP A            |       | [**]       |       | [**]          |       |
| LOS-MP-10B  |       | LP BEARING LIFT OIL PUMP B            |       | [**]       |       | [**]          |       |
| LOS-MP-10C  |       | LP BEARING LIFT OIL PUMP C            |       | [**]       |       | [**]          |       |
| LOS-MP-10D  |       | LP BEARING LIFT OIL PUMP D            |       | [**]       |       | [**]          |       |
| LOS-MP-10E  |       | LP BEARING LIFT OIL PUMP E            |       | [**]       |       | [**]          |       |
| LOS-MP-10F  |       | LP BEARING LIFT OIL PUMP F            |       | [**]       |       | [**]          |       |
| LOS-MP-11   |       | VACUUM CONDITIONING UNIT DRAIN PUMP   |       | [**]       |       | [**]          |       |
| LOS-MP-12   |       | CONDITIONER/PURIFIER UNIT SUPPLY PUMP |       | [**]       |       | [**]          |       |
| LOS-MP-13   |       | CONDITIONER/PURIFIER UNIT VACUUM PUMP |       | [**]       |       | [**]          |       |
| MHS-MH-01   |       | CONTAINMENT POLAR CRANE               |       | [**]       |       | [**]          |       |
| MHS-MH-02   |       | SPENT FUEL SHIPPING CASK CRANE        |       | [**]       |       | [**]          |       |
| MHS-MH-03   |       | STEAM GENERATOR 1 JIB CRANE           |       | [**]       |       | [**]          |       |
| MHS-MH-04   |       | STEAM GENERATOR 2 JIB CRANE           |       | [**]       |       | [**]          |       |
| MHS-MH-05   |       | EQUIPMENT HATCH HOIST                 |       | [**]       |       | [**]          |       |
| MHS-MH-06   |       | MAINTENANCE HATCH HOIST               |       | [**]       |       | [**]          |       |
| MHS-MH-07A  |       | MSIV MONORAIL HOIST A                 |       | [**]       |       | [**]          |       |
| MHS-MH-07B  |       | MSIV MONORAIL HOIST B                 |       | [**]       |       | [**]          |       |

 

----

“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

Page11 of 20

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| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

Attachment A

 

HOUSE LOADS

EQUIPMENT ON/OFF LIST

 
| **Tag No.** | ** ** | **Component Description**                       | ** ** | **On/Off** | ** ** | **Load Note** | ** ** |
|-------------|------------|-------------------------------------------------|------------|------------|------------|---------------|------------|
| MHS-MH-09   |       | CONTAINMENT ELEVATOR                            |       | [**]       |       | [**]          |       |
| MHS-MH-11   |       | SHIELD BUILDING EXTERNAL ELEVATOR               |       | [**]       |       | [**]          |       |
| MHS-MH-12   |       | AUXILIARY BUILDING CLEAN SIDE ELEVATOR          |       | [**]       |       | [**]          |       |
| MHS-MH-13   |       | AUXILIARY BUILDING RADIATION CONTROL AREA ELEV  |       | [**]       |       | [**]          |       |
| MHS-MH-14   |       | RAIL CAR BAY CRANE AND CONSOLE                  |       | [**]       |       |          |       |
| MHS-MH-20   |       | TURBINE BUILDING BRIDGE CRANE                   |       | [**]       |       |          |       |
| MHS-MH-21   |       | TURBINE BUILDING SECONDARY BRIDGE CRANE         |       | [**]       |       | [**]          |       |
| MHS-MH-23   |       | TURBINE BUILDING ELEVATOR                       |       | [**]       |       | [**]          |       |
| MHS-MH-40   |       | ANNEX BUILDING STAGING AREA CRANE               |       | [**]       |       | [**]          |       |
| MHS-MH-41   |       | ANNEX BUILDING HOT MACHINE SHOP CRANE           |       | [**]       |       | [**]          |       |
| MHS-MH-42   |       | BORIC ACID HANDLING MONORAIL                    |       | [**]       |       | [**]          |       |
| MHS-MH-45   |       | ANNEX BUILDING ELEVATOR                         |       | [**]       |       | [**]          |       |
| MHS-MH-50   |       | MOBILE SYSTEMS FACILITY CRANE                   |       | [**]       |       | [**]          |       |
| MHS-MH-51   |       | CLOSED VAN LOADING SCISSOR LIFT (PORTABLE)      |       | [**]       |       | [**]          |       |
| MSS-PL-V015 |       | MSR reheat supply steam isolation MOV           |       | [**]       |       |          |       |
| MSS-PL-V025 |       | MSS supply to gland seal system - isolation MOV |       | [**]       |       | [**]          |       |
| MSS-PL-V501 |       | EXT STEAM TO HEATER 7 MOV                       |       | [**]       |       | [**]          |       |
| MSS-PL-V502 |       | EXT STEAM TO HEATER 6 MOV                       |       | [**]       |       | [**]          |       |
| MSS-PL-V503 |       | EXT STEAM TO DEA HTR 5 MOV                      |       | [**]       |       | [**]          |       |
| MSS-PL-V504 |       | EXT STEAM TO HEATER 4 MOV                       |       | [**]       |       | [**]          |       |
| MSS-PL-V505 |       | EXT STEAM TO HEATER 3 MOV                       |       | [**]       |       | [**]          |       |
| MSS-PL-V577 |       | MSS to VYS isolation MOV                        |       | [**]       |       |          |       |
| MTS-EM-01   |       | MAIN TRBN TURNING GEAR MTR                      |       | [**]       |       | [**]          |       |
| PCS-EH-01   |       | RECIRCULATION HEATER ELEMENT                    |       | [**]       |       | [**]          |       |
| PCS-EH-02A  |       | Ancillary Water Storage Tank Heater Element A   |       | [**]       |       | [**]          |       |
| PCS-EH-02B  |       | Ancillary Water Storage Tank Heater Element B   |       | [**]       |       | [**]          |       |
| PCS-EH-02C  |       | Ancillary Water Storage Tank Heater Element C   |       | [**]       |       | [**]          |       |
| PCS-EH-02D  |       | Ancillary Water Storage Tank Heater Element D   |       | [**]       |       | [**]          |       |
| PCS-MP-01A  |       | RECIRCULATION PUMP A                            |       | [**]       |       | [**]          |       |
| PCS-MP-01B  |       | RECIRCULATION PUMP B                            |       | [**]       |       | [**]          |       |
| PGS-ME-07   |       | CARBON DIOXIDE ELECTRIC VAPORIZER               |       | [**]       |       |          |       |
| PGS-MP-01   |       | LIQUID NITROGEN PUMP                            |       | [**]       |       |          |       |
| PGS-MS-03   |       | CARBON DIOXIDE PACKAGE                          |       | [**]       |       |          |       |
| PLS-MG-01A  |       | ROD DRIVE M/G SET A                             |       | [**]       |       | [**]          |       |
| PLS-MG-01B  |       | ROD DRIVE M/G SET B                             |       | [**]       |       | [**]          |       |

 

----

“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

Page12 of 20

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| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

Attachment A

 

HOUSE LOADS

EQUIPMENT ON/OFF LIST

 
| **Tag No.**  | ** ** | **Component Description**                          | ** ** | **On/Off** | ** ** | **Load Note** | ** ** |
|--------------|------------|----------------------------------------------------|------------|------------|------------|---------------|------------|
| PSS-MP-01    |       | EDUCTOR SUPPLY PUMP                                |       | [**]       |       |          |       |
| PWS-MP-01A   |       | POTABLE WATER SUPPLY PUMP A                        |       | [**]       |       |          |       |
| PWS-MP-01B   |       | POTABLE WATER SUPPLY PUMP B                        |       | [**]       |       |          |       |
| PWS-MP-02    |       | POTABLE WATER JOCKEY PUMP                          |       | [**]       |       |          |       |
| PXS-PL-V027A |       | Accum A Discharge Isolation                        |       | [**]       |       | [**]          |       |
| PXS-PL-V027B |       | Accum B Discharge Isolation                        |       | [**]       |       | [**]          |       |
| PXS-PL-V121A |       | IRWST Line A Isolation                             |       | [**]       |       | [**]          |       |
| PXS-PL-V121B |       | IRWST Line B Isolation                             |       | [**]       |       | [**]          |       |
| RCS-EH-03-1  |       | Pressurizer Heaters –Control Group, Bank 1    |       | [**]       |       | [**]          |       |
| RCS-EH-03-2  |       | Pressurizer Heaters –Control Group, Bank 2    |       | [**]       |       |          |       |
| RCS-EH-03-3  |       | Pressurizer Heaters –Control Group, Bank 3    |       | [**]       |       |          |       |
| RCS-EH-03-4  |       | Pressurizer Heaters –Control Group, Bank 4    |       | [**]       |       |          |       |
| RCS-EH-03-5  |       | Pressurizer Heaters –Control Group, Bank 5    |       | [**]       |       |          |       |
| RCS-EH-03-6  |       | Pressurizer Heaters –Control Group, Bank 6    |       | [**]       |       |          |       |
| RCS-EH-04A-1 |       | Pressurizer Heaters –Control Group A, Bank  1 |       | [**]       |       |          |       |
| RCS-EH-04A-2 |       | Pressurizer Heaters –Control Group A, Bank  2 |       | [**]       |       |          |       |
| RCS-EH-04A-3 |       | Pressurizer Heaters –Control Group A, Bank  3 |       | [**]       |       |          |       |
| RCS-EH-04A-4 |       | Pressurizer Heaters –Control Group A, Bank  4 |       | [**]       |       |          |       |
| RCS-EH-04B-1 |       | Pressurizer Heaters –Control Group B, Bank  1 |       | [**]       |       |          |       |
| RCS-EH-04B-2 |       | Pressurizer Heaters –Control Group B, Bank  2 |       | [**]       |       |          |       |
| RCS-EH-04B-3 |       | Pressurizer Heaters –Control Group B, Bank  3 |       | [**]       |       |          |       |
| RCS-EH-04B-4 |       | Pressurizer Heaters –Control Group B, Bank  4 |       | [**]       |       |          |       |
| RCS-EH-04C-1 |       | Pressurizer Heaters –Control Group C, Bank  1 |       | [**]       |       |          |       |
| RCS-EH-04C-2 |       | Pressurizer Heaters –Control Group C, Bank  2 |       | [**]       |       |          |       |
| RCS-EH-04C-3 |       | Pressurizer Heaters –Control Group C, Bank  3 |       | [**]       |       |          |       |
| RCS-EH-04C-4 |       | Pressurizer Heaters –Control Group C, Bank  4 |       | [**]       |       |          |       |
| RCS-EH-04C-5 |       | Pressurizer Heaters –Control Group C, Bank  5 |       | [**]       |       |          |       |
| RCS-EH-04C-6 |       | Pressurizer Heaters –Control Group C, Bank  6 |       | [**]       |       |          |       |
| RCS-EH-04D-1 |       | Pressurizer Heaters –Control Group D, Bank  1 |       | [**]       |       |          |       |
| RCS-EH-04D-2 |       | Pressurizer Heaters –Control Group D, Bank  2 |       | [**]       |       |          |       |
| RCS-EH-04D-3 |       | Pressurizer Heaters –Control Group D, Bank  3 |       | [**]       |       |          |       |
| RCS-EH-04D-4 |       | Pressurizer Heaters –Control Group D, Bank  4 |       | [**]       |       |          |       |
| RCS-EH-04D-5 |       | Pressurizer Heaters –Control Group Bank 5     |       | [**]       |       |          |       |
| RCS-EH-04D-6 |       | Pressurizer Heaters –Control Group D, Bank  6 |       | [**]       |       |          |       |
| RCS-MP-01A   |       | SG 1A RX COOLANT PUMP                              |       | [**]       |       |          |       |
| RCS-MP-01B   |       | SG 1B RX COOLANT PUMP                              |       | [**]       |       |          |       |
| RCS-MP-02A   |       | SG 2A RX COOLANT PUMP                              |       | [**]       |       |          |       |
| RCS-MP-02B   |       | SG 2B RX COOLANT PUMP                              |       | [**]       |       |          |       |
| RCS-PL-V111A |       | Pressurizer Spray Block Valve                      |       | [**]       |       | [**]          |       |

 

----

“[**]” in this Exhibit 10.01 indicatesmaterial that has been omitted pursuant to a request for confidential treatmentand filed separately with the Securities and Exchange Commission.

 

Page13 of 20

----

 
| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

Attachment A

 

HOUSE LOADS

EQUIPMENT ON/OFF LIST

 
| **Tag No.**          | ** ** | **Component Description**                     | ** ** | **On/Off** | ** ** | **Load Note** | ** ** |
|----------------------|------------|-----------------------------------------------|------------|------------|------------|---------------|------------|
| RCS-PL-V111B         |       | Pressurizer Spray Block Valve                 |       | [**]       |       | [**]          |       |
| RNS-MP-01A           |       | RESIDUAL HEAT REMOVAL PUMP A                  |       | [**]       |       | [**]          |       |
| RNS-MP-01B           |       | RESIDUAL HEAT REMOVAL PUMP B                  |       | [**]       |       | [**]          |       |
| RNS-PL-V024          |       | RNS Discharge to IRWST Isolation              |       | [**]       |       | [**]          |       |
| RNS-PL-V055          |       | RNS Suction from Cask Loading Pit Isol  Valve |       | [**]       |       |          |       |
| RWS-EH-03A           |       | RAW WATER PUMP A MOTOR HEATER                 |       | [**]       |       | [**]          |       |
| RWS-EH-03B           |       | RAW WATER PUMP B MOTOR HEATER                 |       | [**]       |       | [**]          |       |
| RWS-EH-03C           |       | RAW WATER PUMP C MOTOR HEATER                 |       | [**]       |       | [**]          |       |
| RWS-MP-03A           |       | RAW WATER PUMP A                              |       | [**]       |       | [**]          |       |
| RWS-MP-03B           |       | RAW WATER PUMP B                              |       | [**]       |       | [**]          |       |
| RWS-MP-03C           |       | RAW WATER PUMP C                              |       | [**]       |       | [**]          |       |
| RWS-Ancillary Pump A |       | RWS Ancillary Pump A                          |       | [**]       |       | [**]          |       |
| RWS-Ancillary Pump B |       | RWS Ancillary Pump B                          |       | [**]       |       |          |       |
| RWS-MP-04A           |       | CLEARWELL PUMP A                              |       | [**]       |       |          |       |
| RWS-MP-04B           |       | CLEARWELL PUMP B                              |       | [**]       |       |          |       |
| RXS-MA-01A           |       | CRDM COOLING FAN A                            |       | [**]       |       | [**]          |       |
| RXS-MA-01B           |       | CRDM COOLING FAN B                            |       | [**]       |       | [**]          |       |
| RXS-MA-01C           |       | CRDM COOLING FAN C                            |       | [**]       |       | [**]          |       |
| SFS-MP-01A           |       | SPENT FUEL COOLING PUMP A                     |       | [**]       |       | [**]          |       |
| SFS-MP-01B           |       | SPENT FUEL COOLING PUMP B                     |       | [**]       |       | [**]          |       |
| SSS-MS-01            |       | CONDENSER HOTWELL PUMP PACKAGE                |       | [**]       |       |          |       |
| SSS-MS-02            |       | SECONDARY SAMPLING PACKAGE                    |       | [**]       |       |          |       |
| SSS-MS-04            |       | COOLING WATER PACKAGE                         |       | [**]       |       |          |       |
| SWS-EH-01A           |       | Service Water Pump A Motor Heater             |       | [**]       |       |          |       |
| SWS-EH-01B           |       | Service Water Pump B Motor Heater             |       | [**]       |       |          |       |
| SWS-EH-02A           |       | Service Water Pump A Motor Heater             |       | [**]       |       |          |       |
| SWS-EH-02B           |       | Service Water Pump B Motor Heater             |       | [**]       |       |          |       |
| SWS-MA-01A           |       | SERVICE WATER COOLING TOWER FAN A             |       | [**]       |       | [**]          |       |
| SWS-MA-01B           |       | SERVICE WATER COOLING TOWER FAN B             |       | [**]       |       | [**]          |       |
| SWS-MP-01A           |       | SERVICE WATER PUMP A                          |       | [**]       |       | [**]          |       |
| SWS-MP-01B           |       | SERVICE WATER PUMP B                          |       | [**]       |       | [**]          |       |
| SWS-PL-V002A         |       | SWS Pump A Discharge MOV                      |       | [**]       |       | [**]          |       |
| SWS-PL-V002B         |       | SWS Pump B Discharge MOV                      |       | [**]       |       | [**]          |       |
| SWS-PL-V037A         |       | SWS Cooling Tower A MOV                       |       | [**]       |       |          |       |

 

----

“[**]”in this Exhibit 10.01 indicates material that has been omitted pursuant to arequest for confidential treatment and filed separately with the Securities andExchange Commission.

 

Page 14 of 20

----

 
| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

Attachment A

 

HOUSE LOADS

EQUIPMENT ON/OFF LIST

 
| **Tag No.**  | ** ** | **Component Description**                          | ** ** | **On/Off** | ** ** | **Load Note** | ** ** |
|--------------|------------|----------------------------------------------------|------------|------------|------------|---------------|------------|
| SWS-PL-V037B |       | SWS Cooling Tower B MOV                            |       | [**]       |       |          |       |
| SWS-PY-S06A  |       | SWS SELF CLEANING STRAINER A                       |       | [**]       |       |          |       |
| SWS-PY-S06B  |       | SWS SELF CLEANING STRAINER B                       |       | [**]       |       | [**]          |       |
| TCS-EH-01A   |       | TCS PUMP A MOTOR HEATER                            |       | [**]       |       | [**]          |       |
| TCS-EH-01B   |       | TCS PUMP B MOTOR HEATER                            |       | [**]       |       |          |       |
| TCS-MP-01A   |       | TURBINE BUILDING CLOSED COOLING WATER PUMP A       |       | [**]       |       | [**]          |       |
| TCS-MP-01B   |       | TURBINE BUILDING CLOSED COOLING WATER PUMP B       |       | [**]       |       | [**]          |       |
| TOS-EH-01    |       | EH FLUID RESERVOIR IMMERSION HEATER                |       | [**]       |       | [**]          |       |
| TOS-MA-01A   |       | EH FLUID HX COOLING FAN A                          |       | [**]       |       | [**]          |       |
| TOS-MA-01B   |       | EH FLUID HX COOLING FAN B                          |       | [**]       |       | [**]          |       |
| TOS-MP-01A   |       | ELECTRO-HYDRAULIC FLUID SUPPLY PUMP A              |       | [**]       |       | [**]          |       |
| TOS-MP-01B   |       | ELECTRO-HYDRAULIC FLUID SUPPLY PUMP B              |       | [**]       |       | [**]          |       |
| VAS-EH-01A   |       | RADIATION CHEMISTRY LABORATORY DUCT HEATER STAGE A |       | [**]       |       | [**]          |       |
| VAS-EH-01B   |       | RADIATION CHEMISTRY LABORATORY DUCT HEATER STAGE B |       | [**]       |       | [**]          |       |
| VAS-EH-02A   |       | SECURITY ROOM DUCT HEATER STAGE A                  |       | [**]       |       | [**]          |       |
| VAS-EH-02B   |       | SECURITY ROOM DUCT HEATER STAGE B                  |       | [**]       |       | [**]          |       |
| VAS-MA-01A   |       | AUXILIARY/ANNEX BUILDING SUPPLY FAN A              |       | [**]       |       |          |       |
| VAS-MA-01B   |       | AUXILIARY/ANNEX BUILDING SUPPLY FAN B              |       | [**]       |       | [**]          |       |
| VAS-MA-02A   |       | AUXILIARY/ANNEX BUILDING EXHAUST FAN A             |       | [**]       |       |          |       |
| VAS-MA-02B   |       | AUXILIARY/ANNEX BUILDING EXHAUST FAN B             |       | [**]       |       |          |       |
| VAS-MA-05A   |       | FUEL HANDLING AREA SUPPLY FAN A                    |       | [**]       |       |          |       |
| VAS-MA-05B   |       | FUEL HANDLING AREA SUPPLY FAN B                    |       | [**]       |       | [**]          |       |
| VAS-MA-06A   |       | FUEL HANDLING AREA EXHAUST FAN A                   |       | [**]       |       |          |       |
| VAS-MA-06B   |       | FUEL HANDLING AREA EXHAUST FAN B                   |       | [**]       |       |          |       |
| VAS-MA-07A   |       | CHEMICAL VOLUME CONTROL SYSTEM PUMP ROOM FAN A     |       | [**]       |       |          |       |
| VAS-MA-07B   |       | CHEMICAL VOLUME CONTROL SYSTEM PUMP ROOM FAN B     |       | [**]       |       |          |       |
| VAS-MA-08A   |       | NORMAL RESIDUAL HEAT REMOVAL PUMP ROOM FAN A       |       | [**]       |       |          |       |
| VAS-MA-08B   |       | NORMAL RESIDUAL HEAT REMOVAL PUMP ROOM FAN B       |       | [**]       |       |          |       |
| VAS-MY-H01   |       | RADIATION CHEMISTRY LABORATORY HUMIDIFIER          |       | [**]       |       |          |       |
| VAS-MY-H02   |       | SECURITY ROOM HUMIDIFIER                           |       | [**]       |       |          |       |
| VAS-MY-U01A  |       | Middle Annulus Heater A                            |       | [**]       |       | [**]          |       |
| VAS-MY-U01B  |       | Middle Annulus Heater B                            |       | [**]       |       | [**]          |       |
| VAS-MY-U01C  |       | Middle Annulus Heater C                            |       | [**]       |       | [**]          |       |
| VAS-MY-U01D  |       | Middle Annulus Heater D                            |       | [**]       |       | [**]          |       |
| VBS-EH-01A   |       | MCR/TSC AHU ELECTRIC HEATER A                      |       | [**]       |       | [**]          |       |
| VBS-EH-01B   |       | MCR/TSC AHU ELECTRIC HEATER B                      |       | [**]       |       | [**]          |       |
| VBS-EH-02A   |       | A/C 1E ROOM AHU ELEC HTR A                         |       | [**]       |       | [**]          |       |

 

----

“[**]”in this Exhibit 10.01 indicates material that has been omitted pursuant to arequest for confidential treatment and filed separately with the Securities andExchange Commission.

 

Page 15 of 20

----

 
| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

Attachment A

 

HOUSE LOADS

EQUIPMENT ON/OFF LIST

 
| **Tag No.** | ** ** | **Component Description**                | ** ** | **On/Off** | ** ** | **Load Note** | ** ** |
|-------------|------------|------------------------------------------|------------|------------|------------|---------------|------------|
| VBS-EH-02B  |       | B/D 1E ROOM AHU ELEC HTR B               |       | [**]       |       | [**]          |       |
| VBS-EH-02C  |       | A/C 1E ROOM AHU ELEC HTR C               |       | [**]       |       | [**]          |       |
| VBS-EH-02D  |       | B/D 1E ROOM AHU ELEC HTR D               |       | [**]       |       | [**]          |       |
| VBS-EH-04A  |       | FILTER UNIT ELECTRIC HTR A               |       | [**]       |       | [**]          |       |
| VBS-EH-04B  |       | FILTER UNIT ELECTRIC HTR B               |       | [**]       |       | [**]          |       |
| VBS-MA-01A  |       | MCR/TSC AHU SUPPLY FAN A                 |       | [**]       |       | [**]          |       |
| VBS-MA-01B  |       | MCR/TSC AHU SUPPLY FAN B                 |       | [**]       |       | [**]          |       |
| VBS-MA-02A  |       | MCR/TSC AHU RETURN AND SMOKE PURGE FAN A |       | [**]       |       | [**]          |       |
| VBS-MA-02B  |       | MCR/TSC AHU RETURN AND SMOKE PURGE FAN B |       | [**]       |       | [**]          |       |
| VBS-MA-03A  |       | SUPPLEMENTAL AIR FILTRATION UNIT FAN A   |       | [**]       |       | [**]          |       |
| VBS-MA-03B  |       | SUPPLEMENTAL AIR FILTRATION UNIT FAN B   |       | [**]       |       | [**]          |       |
| VBS-MA-04   |       | MCR TOILET EXHAUST FAN                   |       | [**]       |       |          |       |
| VBS-MA-05A  |       | A/C 1E ROOM AHU SUPPLY FAN A             |       | [**]       |       | [**]          |       |
| VBS-MA-05B  |       | B/D 1E ROOM AHU SUPPLY FAN B             |       | [**]       |       |          |       |
| VBS-MA-05C  |       | A/C 1E ROOM AHU SUPPLY FAN C             |       | [**]       |       | [**]          |       |
| VBS-MA-05D  |       | B/D 1E ROOM AHU SUPPLY FAN D             |       | [**]       |       | [**]          |       |
| VBS-MA-06A  |       | A/C 1E ROOM - RETURN FAN A               |       | [**]       |       | [**]          |       |
| VBS-MA-06B  |       | B/D 1E ROOM RETURN FAN B                 |       | [**]       |       |          |       |
| VBS-MA-06C  |       | A/C 1E ROOM RETURN FAN C                 |       | [**]       |       | [**]          |       |
| VBS-MA-06D  |       | B/D 1E ROOM - RETURN FAN D               |       | [**]       |       | [**]          |       |
| VBS-MA-07A  |       | A/C BATTERY ROOM EXH FAN A               |       | [**]       |       | [**]          |       |
| VBS-MA-07B  |       | B/D BATTERY ROOM EXH FAN B               |       | [**]       |       |          |       |
| VBS-MA-07C  |       | A/C BATTERY ROOM EXH FAN C               |       | [**]       |       |          |       |
| VBS-MA-07D  |       | B/D BATTERY ROOM EXH FAN D               |       | [**]       |       | [**]          |       |
| VBS-MA-08   |       | PCS VALVE ROOM VENT FAN                  |       | [**]       |       |          |       |
| VBS-MA-09   |       | TSC TOILET EXHAUST FAN                   |       | [**]       |       |          |       |
| VBS-MY-H01A |       | MCR/TSC AHU HUMIDIFIER A                 |       | [**]       |       | [**]          |       |
| VBS-MY-H01B |       | MCR/TSC AHU HUMIDIFIER B                 |       | [**]       |       | [**]          |       |
| VBS-MY-U01A |       | PCS VALVE ROOM UNIT HEATER A             |       | [**]       |       | [**]          |       |
| VBS-MY-U01B |       | PCS VALVE ROOM UNIT HEATER B             |       | [**]       |       | [**]          |       |
| VCS-MA-01A  |       | REACTOR CONTAINMENT RECIRCULATION FAN A  |       | [**]       |       | [**]          |       |
| VCS-MA-01B  |       | REACTOR CONTAINMENT RECIRCULATION FAN B  |       | [**]       |       | [**]          |       |
| VCS-MA-01C  |       | REACTOR CONTAINMENT RECIRCULATION FAN C  |       | [**]       |       | [**]          |       |
| VCS-MA-01D  |       | REACTOR CONTAINMENT RECIRCULATION FAN D  |       | [**]       |       | [**]          |       |
| VFS-EH-01A  |       | CONTAINMENT EXHAUST ELECTRIC HEATER A    |       | [**]       |       | [**]          |       |
| VFS-EH-01B  |       | CONTAINMENT EXHAUST ELECTRIC HEATER B    |       | [**]       |       | [**]          |       |
| VFS-MA-01A  |       | CONTAINMENT SUPPLY FAN A                 |       | [**]       |       | [**]          |       |
| VFS-MA-01B  |       | CONTAINMENT SUPPLY FAN B                 |       | [**]       |       | [**]          |       |
| VFS-MA-02A  |       | CONTAINMENT EXHAUST FAN A                |       | [**]       |       | [**]          |       |

 

----

“[**]”in this Exhibit 10.01 indicates material that has been omitted pursuant to arequest for confidential treatment and filed separately with the Securities andExchange Commission.

 

Page 16 of 20

----

 
| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

Attachment A

 

HOUSE LOADS

EQUIPMENT ON/OFF LIST

 
| **Tag No.** | ** ** | **Component Description**                      | ** ** | **On/Off** | ** ** | **Load Note** | ** ** |
|-------------|------------|------------------------------------------------|------------|------------|------------|---------------|------------|
| VFS-MA-02B  |       | CONTAINMENT EXHAUST FAN B                      |       | [**]       |       | [**]          |       |
| VHS-MA-01A  |       | AHU A SUPPLY FAN                               |       | [**]       |       |          |       |
| VHS-MA-01B  |       | AHU B SUPPLY FAN                               |       | [**]       |       | [**]          |       |
| VHS-MA-02A  |       | HEALTH PHYSICS/MACHINE SHOP EXHAUST FAN A      |       | [**]       |       |          |       |
| VHS-MA-02B  |       | HEALTH PHYSICS/MACHINE SHOP EXHAUST FAN B      |       | [**]       |       | [**]          |       |
| VHS-MA-03   |       | MACHINE TOOLS EXHAUST FAN                      |       | [**]       |       |          |       |
| VHS-MY-H01  |       | HUMIDIFIER                                     |       | [**]       |       |          |       |
| VRS-MA-01A  |       | AHU A SUPPLY FAN                               |       | [**]       |       |          |       |
| VRS-MA-01B  |       | AHU B SUPPLY FAN                               |       | [**]       |       | [**]          |       |
| VRS-MA-02A  |       | FILTRATION UNIT A EXH FAN                      |       | [**]       |       |          |       |
| VRS-MA-02B  |       | FILTRATION UNIT B EXH FAN                      |       | [**]       |       | [**]          |       |
| VRS-MY-W01A |       | MOBILE SYSTEM FACILITY HOT WATER UNIT HEATER A |       | [**]       |       | [**]          |       |
| VRS-MY-W01B |       | MOBILE SYSTEM FACILITY HOT WATER UNIT HEATER B |       | [**]       |       | [**]          |       |
| VRS-MY-W01C |       | MOBILE SYSTEM FACILITY HOT WATER UNIT HEATER C |       | [**]       |       | [**]          |       |
| VTS-EH-01   |       | SAMPLE ROOM / LABORATORY DUCT HEATER           |       | [**]       |       | [**]          |       |
| VTS-EH-03   |       | OFFICE AREA DUCT HEATER                        |       | [**]       |       | [**]          |       |
| VTS-EH-04   |       | WORK STATION AREA DUCT HEATER                  |       | [**]       |       | [**]          |       |
| VTS-MA-01A  |       | PERSONNEL AREA AHU A SUPPLY FAN                |       | [**]       |       | [**]          |       |
| VTS-MA-01B  |       | PERSONNEL AREA AHU B SUPPLY FAN                |       | [**]       |       | [**]          |       |
| VTS-MA-05A  |       | EL EQ RM AHU A RETURN FAN                      |       | [**]       |       | [**]          |       |
| VTS-MA-05B  |       | EL EQ RM AHU B RETURN FAN                      |       | [**]       |       | [**]          |       |
| VTS-MA-06A  |       | EL EQ RM AHU A SUPPLY FAN                      |       | [**]       |       | [**]          |       |
| VTS-MA-06B  |       | EL EQ RM AHU B SUPPLY FAN                      |       | [**]       |       | [**]          |       |
| VTS-MA-13   |       | TURBINE LUBE OIL RESERVOIR ROOM EXHAUST FAN    |       | [**]       |       |          |       |
| VTS-MA-14   |       | LUBE OIL STORAGE ROOM EXHAUST FAN              |       | [**]       |       |          |       |
| VTS-MY-V01A |       | TRBN BLDG ROOF EXH UNIT VENT A                 |       | [**]       |       |          |       |
| VTS-MY-V01B |       | TRBN BLDG ROOF EXH UNIT VENT B                 |       | [**]       |       |          |       |
| VTS-MY-V01C |       | TRBN BLDG ROOF EXH UNIT VENT C                 |       | [**]       |       |          |       |
| VTS-MY-V01D |       | TRBN BLDG ROOF EXH UNIT VENT D                 |       | [**]       |       |          |       |
| VTS-MY-V01E |       | TRBN BLDG ROOF EXH UNIT VENT E                 |       | [**]       |       |          |       |
| VTS-MY-V01F |       | TRBN BLDG ROOF EXH UNIT VENT F                 |       | [**]       |       |          |       |
| VTS-MY-V02  |       | HEATER BAY ROOF EXH UNIT VENT                  |       | [**]       |       |          |       |
| VTS-MY-V03  |       | MOTOR DRIVEN FIRE PUMP ROOM UNIT VENTILATOR    |       | [**]       |       | [**]          |       |
| VTS-MY-V04  |       | DIESEL FIRE PUMP ROOM UNIT VENTILATOR          |       | [**]       |       | [**]          |       |
| VTS-MY-V05A |       | AUX BOILER ROOM EXHAUST VENTILATOR A           |       | [**]       |       | [**]          |       |
| VTS-MY-V05B |       | AUX BOILER ROOM EXHAUST VENTILATOR B           |       | [**]       |       | [**]          |       |
| VWS-MP-01A  |       | WATER CHILLER PUMP A                           |       | [**]       |       | [**]          |       |
| VWS-MP-01B  |       | WATER CHILLER PUMP B                           |       | [**]       |       | [**]          |       |

 

----

“[**]”in this Exhibit 10.01 indicates material that has been omitted pursuant to arequest for confidential treatment and filed separately with the Securities andExchange Commission.

 

Page 17 of 20

----

 
| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

Attachment A

 

HOUSE LOADS

EQUIPMENT ON/OFF LIST

 
| **Tag No.** | ** ** | **Component Description**                        | ** ** | **On/Off** | ** ** | **Load Note** | ** ** |
|-------------|------------|--------------------------------------------------|------------|------------|------------|---------------|------------|
| VWS-MP-02   |       | AIR COOLED CHILLER PUMP 2                        |       | [**]       |       | [**]          |       |
| VWS-MP-03   |       | AIR COOLED CHILLER PUMP 3                        |       | [**]       |       | [**]          |       |
| VWS-MS-01A  |       | WATER CHILLER A                                  |       | [**]       |       | [**]          |       |
| VWS-MS-01B  |       | WATER CHILLER B                                  |       | [**]       |       | [**]          |       |
| VWS-MS-02   |       | AIR COOLED CHILLER 2                             |       | [**]       |       | [**]          |       |
| VWS-MS-03   |       | AIR COOLED CHILLER 3                             |       | [**]       |       | [**]          |       |
| VXS-EH-02   |       | REST ROOM/CORRIDOR ELECT HEATING COIL            |       | [**]       |       | [**]          |       |
| VXS-EH-03   |       | ACCESS CORRIDOR ELECTRIC DUCT HEATER             |       | [**]       |       | [**]          |       |
| VXS-EH-04   |       | SECURITY ROOM #2 ELECTRIC DUCT HEATER            |       | [**]       |       | [**]          |       |
| VXS-EH-05   |       | CENTRAL ALARM STATION ELECTRIC DUCT HEATER       |       | [**]       |       | [**]          |       |
| VXS-EH-06   |       | SHOWER/CHANGING AREA ELECTRIC DUCT HEATER        |       | [**]       |       | [**]          |       |
| VXS-MA-01A  |       | EQUIPMENT ROOM RETURN AIR FAN A                  |       | [**]       |       | [**]          |       |
| VXS-MA-01B  |       | EQUIPMENT ROOM RETURN AIR FAN B                  |       | [**]       |       | [**]          |       |
| VXS-MA-02A  |       | EQUIPMENT ROOM AHU A SUPPLY FAN                  |       | [**]       |       | [**]          |       |
| VXS-MA-02B  |       | EQUIPMENT ROOM AHU B SUPPLY FAN                  |       | [**]       |       | [**]          |       |
| VXS-MA-03A  |       | GENERAL AREA AHU A SUPPLY FAN                    |       | [**]       |       |          |       |
| VXS-MA-03B  |       | GENERAL AREA AHU B SUPPLY FAN                    |       | [**]       |       | [**]          |       |
| VXS-MA-04A  |       | MSIV COMP A AHU-A SUPPLY FAN                     |       | [**]       |       | [**]          |       |
| VXS-MA-04B  |       | MSIV COMP B AHU-B SUPPLY FAN                     |       | [**]       |       | [**]          |       |
| VXS-MA-04C  |       | MSIV COMP B AHU-C SUPPLY FAN                     |       | [**]       |       | [**]          |       |
| VXS-MA-04D  |       | MSIV COMP A AHU-D SUPPLY FAN                     |       | [**]       |       | [**]          |       |
| VXS-MA-05A  |       | SWITCHGEAR ROOM AHU A SUPPLY FAN                 |       | [**]       |       | [**]          |       |
| VXS-MA-05B  |       | SWITCHGEAR ROOM AHU B SUPPLY FAN                 |       | [**]       |       | [**]          |       |
| VXS-MA-06A  |       | SWITCHGEAR ROOM RETURN AIR FAN A                 |       | [**]       |       | [**]          |       |
| VXS-MA-06B  |       | SWITCHGEAR ROOM RETURN AIR FAN B                 |       | [**]       |       | [**]          |       |
| VXS-MA-07A  |       | MECHANICAL EQUIPMENT ROOM SUPPLY AIR FAN A       |       | [**]       |       |          |       |
| VXS-MA-07B  |       | MECHANICAL EQUIPMENT ROOM SUPPLY AIR FAN B       |       | [**]       |       | [**]          |       |
| VXS-MA-08A  |       | VLV/PIPING PEN RM AHU A SUPP FAN                 |       | [**]       |       | [**]          |       |
| VXS-MA-08B  |       | VLV/PIPING PEN RM AHU B SUPP FAN                 |       | [**]       |       | [**]          |       |
| VXS-MA-09A  |       | BATTERY ROOM #1 EXH FAN                          |       | [**]       |       |          |       |
| VXS-MA-09B  |       | BATTERY ROOM #2 EHX FAN                          |       | [**]       |       |          |       |
| VXS-MA-11A  |       | MECH EQP AREA AHU A RETURN AIR FAN               |       | [**]       |       |          |       |
| VXS-MA-11B  |       | MECH EQP AREA AHU B RETURN AIR FAN               |       | [**]       |       | [**]          |       |
| VXS-MA-12   |       | Temp Electric Power Supply Room Exhaust Fan |       | [**]       |       |          |       |
| VXS-MA-13   |       | TOILET EXHAUST FAN                               |       | [**]       |       |          |       |
| VXS-MY-H01  |       | GENERAL AREA AHU HUMIDIFIER                      |       | [**]       |       |          |       |
| VXS-MY-H02  |       | EQUIPMENT ROOM AHU HUMIDIFIER                    |       | [**]       |       |          |       |
| VXS-MY-U01  |       | ELEVATOR MACHINE ROOM ELEC UNIT HEATER           |       | [**]       |       | [**]          |       |
| VXS-MY-V01  |       | ELEVATOR MACHINE ROOM WALL EXHAUSTER             |       | [**]       |       |          |       |

 

----

“[**]”in this Exhibit 10.01 indicates material that has been omitted pursuant to arequest for confidential treatment and filed separately with the Securities andExchange Commission.

 

Page 18 of 20

----

 
| Execution Version | Confidential Trade Secret  Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

Attachment A

 

HOUSE LOADS

EQUIPMENT ON/OFF LIST

 
| **Tag No.** | ** ** | **Component Description**                          | ** ** | **On/Off** | ** ** | **Load Note** | ** ** |
|-------------|------------|----------------------------------------------------|------------|------------|------------|---------------|------------|
| VXS-MY-V02  |       | ANNEX BLDG ROOF VENTILATOR                         |       | [**]       |       |          |       |
| VYS-MP-01A  |       | HOT WATER PUMP A                                   |       | [**]       |       |          |       |
| VYS-MP-01B  |       | HOT WATER PUMP B                                   |       | [**]       |       |          |       |
| VZS-EH-01A  |       | SRVC MODULE AHU A ELEC HTNG COIL                   |       | [**]       |       | [**]          |       |
| VZS-EH-01B  |       | SRVC MODULE AHU B ELEC HTNG COIL                   |       | [**]       |       | [**]          |       |
| VZS-MA-01A  |       | SERVICE MODULE AHU A SUPPLY FAN                    |       | [**]       |       |          |       |
| VZS-MA-01B  |       | SERVICE MODULE AHU B SUPPLY FAN                    |       | [**]       |       |          |       |
| VZS-MA-02A  |       | FUEL OIL DAY TK VAULT EXH FAN A                    |       | [**]       |       |          |       |
| VZS-MA-02B  |       | FUEL OIL DAY TK VAULT EXH FAN B                    |       | [**]       |       |          |       |
| VZS-MA-03A  |       | ENGINE ROOM AHU SUPPLY FAN A                       |       | [**]       |       |          |       |
| VZS-MA-03B  |       | ENGINE ROOM AHU SUPPLY FAN B                       |       | [**]       |       |          |       |
| VZS-MY-U01A |       | ELECTRIC UNIT HEATER 1A                            |       | [**]       |       | [**]          |       |
| VZS-MY-U01B |       | ELECTRIC UNIT HEATER 1B                            |       | [**]       |       | [**]          |       |
| VZS-MY-U02A |       | ELECTRIC UNIT HEATER 2A                            |       | [**]       |       | [**]          |       |
| VZS-MY-U02B |       | ELECTRIC UNIT HEATER 2B                            |       | [**]       |       | [**]          |       |
| VZS-MY-U03A |       | DIESEL OIL TRANSFER MODULE ENCLOSURE A UNIT HEATER |       | [**]       |       | [**]          |       |
| VZS-MY-U03B |       | DIESEL OIL TRANSFER MODULE ENCLOSURE B UNIT HEATER |       | [**]       |       | [**]          |       |
| VZS-MY-V01A |       | D/G BLDG STANDBY EXHAUST FAN 1A                    |       | [**]       |       | [**]          |       |
| VZS-MY-V01B |       | D/G BLDG STANDBY EXHAUST FAN 1B                    |       | [**]       |       | [**]          |       |
| VZS-MY-V02A |       | D/G BLDG STANDBY EXHAUST FAN 2A                    |       | [**]       |       | [**]          |       |
| VZS-MY-V02B |       | D/G BLDG STANDBY EXHAUST FAN 2B                    |       | [**]       |       | [**]          |       |
| VZS-MY-V03A |       | DIESEL OIL TRANSFER MODULE ENCLOSURE A EXH FAN     |       | [**]       |       |          |       |
| VZS-MY-V03B |       | DIESEL OIL TRANSFER MODULE ENCLOSURE B EXH FAN     |       | [**]       |       |          |       |
| WGS-MP-01A  |       | SAMPLE PUMP A                                      |       | [**]       |       |          |       |
| WGS-MP-01B  |       | SAMPLE PUMP B                                      |       | [**]       |       |          |       |
| WLS-MP-01A  |       | REACTOR COOLANT DRAIN PUMP A                       |       | [**]       |       |          |       |
| WLS-MP-01B  |       | REACTOR COOLANT DRAIN PUMP B                       |       | [**]       |       |          |       |
| WLS-MP-02A  |       | CONTAINMENT SUMP PUMP A                            |       | [**]       |       |          |       |
| WLS-MP-02B  |       | CONTAINMENT SUMP PUMP B                            |       | [**]       |       |          |       |
| WLS-MP-03A  |       | DEGASIFIER VACUUM PUMP A                           |       | [**]       |       |          |       |
| WLS-MP-03B  |       | DEGASIFIER VACUUM PUMP B                           |       | [**]       |       |          |       |
| WLS-MP-05A  |       | DEGASIFIER SEPARATOR PUMP A                        |       | [**]       |       |          |       |
| WLS-MP-05B  |       | DEGASIFIER SEPARATOR PUMP B                        |       | [**]       |       |          |       |
| WSS-MP-01   |       | RESIN TRANSFER PUMP                                |       | [**]       |       |          |       |
| WWS-MP-04A  |       | BASIN A TRANSFER PUMP                              |       | [**]       |       |          |       |
| WWS-MP-04B  |       | BASIN B TRANSFER PUMP                              |       | [**]       |       |          |       |
| ZAS-EJ-01A  |       | MAIN TRANS COOLING PHASE A JUNCTION BOX            |       | [**]       |       |          |       |
| ZAS-EJ-01B  |       | MAIN TRANS COOLING PHASE B JUNCTION BOX            |       | [**]       |       |          |       |
| ZAS-EJ-01C  |       | MAIN TRANS COOLING PHASE C JUNCTION BOX            |       | [**]       |       |          |       |

 

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Attachment A

 

HOUSE LOADS

EQUIPMENT ON/OFF LIST

 
| **Tag No.** | ** ** | **Component Description**                   | ** ** | **On/Off** | ** ** | **Load Note** | ** ** |
|-------------|------------|---------------------------------------------|------------|------------|------------|---------------|------------|
| ZAS-EJ-01D  |       | MAIN TRANS COOLING PHASE SPARE JUNCTION BOX |       | [**]       |       | [**]          |       |
| ZAS-EJ-02A  |       | GEN BKR COOLING UNIT PHASE A JUNCTION BOX   |       | [**]       |       |          |       |
| ZAS-EJ-02B  |       | GEN BKR COOLING UNIT PHASE B JUNCTION BOX   |       | [**]       |       |          |       |
| ZAS-EJ-02C  |       | GEN BKR COOLING UNIT PHASE C JUNCTION BOX   |       | [**]       |       |          |       |
| ZAS-EJ-03   |       | ISOPHASE BUS DUCT HEATER UNIT JUNCTION BOX  |       | [**]       |       | [**]          |       |
| ZBS-ED-01   |       | SWITCHYARD FEED #1 DIST PANEL               |       | [**]       |       | [**]          |       |
| ZBS-ED-02   |       | SWITCHYARD FEED #2 DIST PANEL               |       | [**]       |       | [**]          |       |
| ZOS-EH-01A  |       | DG A ELECTRIC JACKET WATER HTR              |       | [**]       |       |          |       |
| ZOS-EH-01B  |       | DG B ELECTRIC JACKET WATER HTR              |       | [**]       |       |          |       |
| ZOS-EH-02A  |       | DG A KEEP WARM LUBE OIL HEATER              |       | [**]       |       |          |       |
| ZOS-EH-02B  |       | DG B KEEP WARM LUBE OIL HEATER              |       | [**]       |       |          |       |
| ZOS-EH-03A  |       | DG A GENERATOR SPACE HEATER                 |       | [**]       |       | [**]          |       |
| ZOS-EH-03B  |       | DG B GENERATOR SPACE HEATER                 |       | [**]       |       | [**]          |       |
| ZOS-MA-01A  |       | DG A FUEL OIL COOLER FAN                    |       | [**]       |       | [**]          |       |
| ZOS-MA-01B  |       | DG B FUEL OIL COOLER FAN                    |       | [**]       |       | [**]          |       |
| ZOS-MA-10A  |       | DG A RADIATOR FAN 1                         |       | [**]       |       | [**]          |       |
| ZOS-MA-10B  |       | DG B RADIATOR FAN 1                         |       | [**]       |       | [**]          |       |
| ZOS-MA-11A  |       | DG A RADIATOR FAN 2                         |       | [**]       |       | [**]          |       |
| ZOS-MA-11B  |       | DG B RADIATOR FAN 2                         |       | [**]       |       | [**]          |       |
| ZOS-MK-01A  |       | DG A ELECTRIC MTR DRVN AIR COMPRESSOR       |       | [**]       |       | [**]          |       |
| ZOS-MK-01B  |       | DG B ELECTRIC MTR DRVN AIR COMPRESSOR       |       | [**]       |       | [**]          |       |
| ZOS-MP-02A  |       | DG A AC MOTOR PRELUBE OIL PUMP              |       | [**]       |       |          |       |
| ZOS-MP-02B  |       | DG B AC MOTOR PRELUBE OIL PUMP              |       | [**]       |       |          |       |
| ZOS-MP-06A  |       | DG A ELECTRIC JACKET WTR HTR PMP            |       | [**]       |       |          |       |
| ZOS-MP-06B  |       | DG B ELECTRIC JACKET WTR HTR PMP            |       | [**]       |       |          |       |
|        |       |                                        |       |       |       |          |       |
|        | ** ** | **Site Specific Load**                      |       |       |       |          |       |
| N/A         |       | 200 HP Mechanical Draft Cooling Tower Fans  |       | [**]       |       | [**]          |       |

 

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**EXHIBIT M-1**

 

**Software License**

 

This software licenseagreement (this “License Agreement”) is entered into as of the           day of May, 2008, by and between South Carolina Electric & Gas Company(“SCE&G”), for itself and as agent for the South Carolina Public ServiceAuthority, a body corporate and politic created by the laws of South Carolina (“SanteeCooper”) pursuant to the Limited Agency Agreement between SCE&G and SanteeCooper dated                     ,2008; and a consortium consisting of WESTINGHOUSE ELECTRIC COMPANY LLC, aDelaware limited liability company having a place of business in Monroeville,Pennsylvania (“Westinghouse”), and STONE & WEBSTER, INC., a Louisianacorporation having a place of business in Charlotte, North Carolina (“Stone &Webster”). Except where the context otherwise requires, Westinghouse and Stone &Webster hereinafter are individually referred to as a “Consortium Member” andcollectively as “Contractor”.

 

1.                                       Definitions. For purposes of this software license (this “License Agreement”),the terms listed below shall have the meanings indicated beside them.Capitalized terms not otherwise defined below shall have the meanings ascribedto them in the Agreement (as defined below).

 

(a)                                  “Agreement”shall mean that certain Engineering, Procurement and Construction Agreement,dated the date hereof, between South Carolina Electric & Gas Company,for itself and as Agent for the South Carolina Public Service Authority, asOwner, and Consortium Consisting of Westinghouse Electric Company LLC and Stone &Webster, Inc., as Contractor for AP1000 Nuclear Power Plants.

 

(b)                                 “AvailableSoftware” shall mean Software developed by or on behalf of a Consortium Member(excluding software to be delivered under a separate nuclear fuel contract)that, as of the date in question, either has been provided to Owner or iscomplete and ready for delivery, provided, however, it is understood thatAvailable Software does not include Third-Party Software.

 

(c)                                  “Configuration Data” shall mean theUnit-specific data that is used in conjunction with the Software, includingwithout limitation, tuning and set point constants, graphical, pictorial andtext files, that configure the Software for the specific Unit environment.

 

(d)                                 “DisablingCode”  shall mean any timer, clock, counter, timelock, time bomb, other limiting code, design, instruction or routine which isdesigned or intended to do any of the following either automatically or withoutthe intentional action of a Permitted User: (i) erase data or otherprogramming, or (ii) damage, destroy, disable, suspend the operation of,or alter the operation of the Software, or any components thereof, or (iii) causethe Software or any components thereof to become inoperable or otherwiseincapable of being used in the full manner for which the Software is licensedhereunder.

 

(e)                                  [**]

 

(f)                                    [**]

 

(g)                                 “Facility”or “Unit” shall refer to the Facility or a Unit of the Facility as defined inthe Agreement.

 

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(h)                                 “Hardware”shall mean (i) the hardware on which the Software is initially installedby Contractor or Subcontractors for use in connection with the Facility,including, without limitation, hardware at the Facility, redundant systems,training and test systems and simulators associated with the Facility whetherlocated at the Facility or another site owned or leased by Owner or over whichOwner otherwise has possession or control and (ii) replacements andadditional hardware as permitted under Section 2(a)(iii).

 

(i)                                     “PermittedUse” shall mean use solely in connection with the Facility, [**], and compliance with Laws orGovernment Authorities.

 

(j)                                     “Permitted Users” shall mean Owner, itsemployees, [**] secunded employees, and staff augmentation contractors throughmultiple tiers, and their respective employees, which employees or contractorshave executed a written confidentiality agreement substantially as set forth inExhibit O-1 of the Agreement (Proprietary Data Agreement) or are otherwiseunder an obligation or duty to Owner or to the contractor to maintain theconfidentiality of Owner’s or Owner’s suppliers’ proprietary information.

 

(k)                                  “Software” shall mean the computerprograms, procedures, rules or routines embodied in computer programs,databases and related computer files provided to Owner by one or more of theConsortium Members or Subcontractors in performance of the Work, as furnishedand as installed, and Application Software developed by one or more of theConsortium Members for Owner during the performance of this LicenseAgreement.  Software shall also mean bugfixes, error-correct releases, updates, upgrades, enhancements, modifications,changes, new versions and replacements thereof if provided from time to time byor on behalf of one or more of the Consortium Members or Subcontractors.  Software includes:

 

(i)                         “*BaseSoftware*”, which consists of [**]

 

(ii)                      “*ApplicationSoftware*”, which consists of all of the Software other thanBase Software and Third-Party Software, [**]. The Application Software is specific to a particular Unit.

 

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(iii)                   “*Third-PartySoftware*”,****whichconsists of****that portion ofthe Software which is developed and owned by a third party (“Third Party”).

 

Except for purposes ofSubsections 4(b), (c) and (d), the term Software shall include allsoftware in the possession or control of any Consortium Member that would fallwithin the definition of Software under this Subsection 1(k) above and beAvailable Software, except for the fact that it has not yet been provided toOwner or furnished, installed or completely developed; [**].

 

(l)                                     “Software Documentation” shall mean anymaterials created by or on behalf of Contractor or its licensors, or by ThirdParties, that describe or relate to the functional, operational, or performancecapabilities of the Software regardless of whether such materials be in written,printed, electronic or other format, and all of which shall be consistent, inboth form and substance, with Consortium Member’s quality management systemstandards, industry standard for software documentation and be generallyacceptable to Contractor’s North American customers.

 

2.                                       **Licenses.**

 

(a)                                  SoftwareLicense. Each Consortium Member hereby grants to Permitted Users [**] rightand license to use the Software on the Hardware for Permitted Use.  [**] Without limiting the foregoing, the license granted herein shall includethe specific rights to:

 

(i)                                     [**]

 

(ii)                                  [**]

 

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[**]

 

(iii)                               [**]

 

(b)                                 SoftwareLicense Restrictions. Except as may be otherwise provided herein or in asubsequent written agreement with the applicable Consortium Member or with anowner or licensor of any Third-Party Software:

 

(i)                                     [**]

 

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(ii)                                  [**]

 

(c)                                  SoftwareDocumentation Use and Restrictions. Contractor hereby grants to Owner [**]right and license to reproduce and distribute to Permitted Users SoftwareDocumentation for Permitted Use.   ForThird-Party Software license agreements not previously executed prior to thedate of the Agreement, the applicable Consortium Member agrees [**].

 

(d)                                 [**]

 

(e)                                  OtherComputer Programs. Nothing in the Agreement shall prohibit Owner from usingthe Equipment to run computer programs other than the Software or from usingthe Equipment for purposes other than operation of the Facility, it beingunderstood that Contractor shall not be responsible for any failure of theSoftware or Equipment as a result of such activities, or from loading suchcomputer programs on, or removing such computer programs from, the Facility.

 

3.                                       **Delivery, Installation and Acceptance of the Software.**The applicable Consortium Member shall deliver, install and test the Softwareand Configuration Data, and Owner shall accept the Software and ConfigurationData, in accordance with the Project Schedule.

 

4.                                       **Representations and Warranties**. Contractorrepresents and warrants the following:

 

(a)                                  Licensing Rights. The applicableConsortium Member owns [**]

 

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[**]

 

(b)                                 Software Performance. For theEquipment Warranty time period specified in section 14.1(a)(ii) of theAgreement, after the Substantial Completion of each Unit (the “Software Warranty Period”)**the Softwareand Configuration Data for that Unit shall: [**]

 

(c)                                  Media. The media on which theSoftware, Configuration Data and Software Documentation are recorded shall befree from defects in material and workmanship for the Software Warranty Periodset forth in (b) above. [**]

 

(d)                                 [**]

 

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[**]

 

5.                                       **Intellectual Property Indemnity.** (a) [**]

 

(b)                                 [**]

 

(c)                                  [**]

 

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[**]

 

6.                                       **Proprietary Rights**.

 

(a)                                  Exceptfor the licenses granted herein, [**]

 

(b)                                 Allrights, title and interests in and to [**]

 

(c)                                  Allrights, title and interests in and to any Application Software developed byContractor or at Contractor’s written instruction for Owner during theperformance of the Agreement [**].

 

(d)                                 Tothe extent there are any conflicts between any of the provisions of this Article 6of Exhibit M-1 and Article 19 of the Agreement, the provisionsof this Article 6 shall take precedence.

 

7.                                       **[**]. **(a) **[**]**

 

(b)                                 [**]

 

(c)                                  [**]

 

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[**]

 

(d)                                 [**]

 

8.                                       **Bankruptcy Section 365(n).**Contractor acknowledges and agrees that thisSoftware License creates no presumption that Contractor or any trustee or otherfiduciary of Contractor entitled to reject or terminate this Software Licenseunder applicable Law.  Contractoracknowledges that if Contractor as a debtor in possession or a trustee inBankruptcy (“**Bankruptcy Trustee**”)in a case under the United States Bankruptcy Code rejects this SoftwareLicense, Owner may elect to retain its rights under this Software License asprovided in Section 365(n) of the United States Bankruptcy Code.  Upon written request of Owner to Contractoror the Bankruptcy Trustee, Contractor or such Bankruptcy Trustee shall notinterfere with the rights of Owner as provided in this Software License,including without limitation, the right to use or make available the Softwareand Documentation.

 

9.**                                      ****Assignment.** NeitherParty will be entitled (in whole or in part) to assign this License Agreementor its rights hereunder or to delegate or subcontract its obligations hereunderwithout the express written consent of the other Party hereto; provided,however, that Owner shall have the right without the consent of Contractor orany third party to assign, any and all of its rights under this SoftwareLicense to any party in connection with any transfer of ownership or control ofthe Facility. Notwithstanding the above, assignments rights for Third-PartySoftware shall be subject to the terms of the associated Third-Party Softwarelicense.  Any assignment or transfer inviolation of this License Agreement will be null and void.  This License Agreement and the rights andobligations of either Party hereto will be binding upon and will inure to thebenefit of the Parties hereto and their respective successors and permittedassigns.

 

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IN WITNESS WHEREOF, theParties have duly executed this License Agreement as of the date first abovewritten.

** **
| SOUTH CAROLINA  ELECTRIC & GAS COMPANY,  for itself and as agent for South Carolina Public Service  Authority |                               |
|------------------------------------------------------------------------------------------------------------------------|------------------------------------|
| By:                                                                                                                    |                               |   |   |
| Name:                                                                                                                  |                               |   |   |
| Title:                                                                                                                 |                               |   |   |
|                                                                                                                   |                               |
|                                                                                                                   |                               |
| STONE &  WEBSTER, INC.                                                                                        | WESTINGHOUSE ELECTRIC  COMPANY LLC |
|                                                                                                                   |                               |
|                                                                                                                   |                               |
| By:                                                                                                                    |                               |   | By: |   |
| Name:                                                                                                                  |                               |   | Name: |   |
| Title:                                                                                                                 |                               |   | Title: |   |

 

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**EXHIBIT M-2AP1000 Intellectual Property License (WEC)**

 

Thisintellectual property license agreement (this “License Agreement”) is enteredinto as of the            dayof May, 2008, by and between South Carolina Electric & Gas Company (“SCE&G”),for itself and as agent for the South Carolina Public Service Authority, a bodycorporate and politic created by the laws of South Carolina (“Santee Cooper”)pursuant to the Limited Agency Agreement between SCE&G and Santee Cooperdated                     ,2008, and WESTINGHOUSE ELECTRIC COMPANY LLC, a Delaware limited liabilitycompany having a place of business in Monroeville, Pennsylvania (“Westinghouse”).

 

1.                                       Definitions. For purposes of this License Agreement, theterms listed below shall have the meanings indicated beside them. Capitalizedterms not otherwise defined below shall have the meanings ascribed to them inthe Engineering, Procurement and Construction Agreement between South CarolinaElectric & Gas Company, for itself and as agent for the South CarolinaPublic Service Authority, and a consortium consisting of Westinghouse and Stone &Webster, Inc., dated as of the date hereof (the “Agreement”). Except wherethe context otherwise requires, Westinghouse and Stone & Webster, Inc.hereinafter are individually referred to as a “Consortium Member” andcollectively as “Contractor”.

 

(a)                                  “Facility” or “Unit” shall refer to theFacility or a Unit of the Facility as defined in the Agreement.

 

(b)                                 “Intellectual Property Rights” shall mean anyand all intellectual or industrial property rights owned by Westinghouse, orwhich Westinghouse has the rights to transfer, sublicense or pass through,related to the Facility Documentation necessary for a Qualified Entity toutilize the Facility Documentation for Unit Completion Purposes, including,without limitation, [**]  IntellectualProperty Rights shall not include the right to: (i) sue for infringementor (ii) sublicense or sell except as expressly permitted in this LicenseAgreement, including, without limitation, under Sections 2(c) and 8, or (iii) reproduceFacility Documentation that is subject to licensing restrictions.

 

(c)                                  “QualifiedEntity” shall mean a contractor, supplier or other entity that has ,asrecognized in the nuclear industry, the  capability and experience todesign and construct a nuclear power plant and that has entered into a confidentiality agreement that complies withthe applicable requirements under Section 2 (c).

 

(d)                                 “M-2 Triggering Event” shall mean theoccurrence of one or more of the events described under Section 22.2(a) andthe subsequent termination of the Agreement.

 

(e)                                  “Unit Completion Purposes” means solely forpurposes of Facility (and associated simulator) including, without limitation,[**]

 

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[**]

 

2.                                       Licenses.

 

(a)                                  Intellectual Property License. [**]

 

(b)                                 Third Party Facility Documentation. Facility Documentation licensed by Westinghouse from Subcontractors orthird parties shall be licensed on a pass-through or sublicensing basis.  Such transactions may be subject to theseparate contractual or license agreements and limitations on copying and use,and Owner agrees to and shall be bound by the terms of any such third-partycontractual or license agreements.

 

(c)                                  Sublicense Rights. Owner may sublicense the Facility Documentation and the IntellectualProperty Rights therein to one or more Qualified Entities solely for UnitCompletion Purposes; provided, however, that Owner agrees not togrant any such sublicense unless at some time after the issuance of a FullNotice to Proceed but prior to achieving Substantial Completion, a M-2Triggering Event occurs, and providedfurther, however,that prior to entering into each such sublicense and prior to disclosure ofFacility Documentation to any Qualified Entity, Owner shall notify Westinghouseof the identity of the Qualified Entity and the Qualified Entity shall enter intoa confidentiality agreement largely in conformance with the Proprietary DataAgreement set forth in Exhibit O-1 to the Agreement.   Any sublicense shall be in writing and shallidentify Westinghouse as the owner or licensee of the Facility Documentation,as applicable. A fully executed copy of such sublicense shall be provided toWestinghouse.   Owner agrees that neitherit nor any of its employees, agents and/or others over which it has controlshall disclose any Facility Documentation to any third party, except as may beotherwise expressly allowed by this License Agreement or provided in theAgreement or applicable confidentiality or non-disclosure agreement.

 

(d)                                 Improvements. Westinghouse, to the extent required forOwner to make changes, modifications, enhancements and improvements, grantsOwner the right to make changes, modifications, enhancements, and improvementsto the Facility Documentation and the Intellectual Property Rights therein, andto create derivative works of the foregoing (collectively referred to as “Improvements”),and to use such Improvements solely for Unit Completion Purposes.  [**]

 

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[**]  For the avoidance of doubt, this paragraph isnot intended to assign or transfer ownership or otherwise give up any right inand to the Facility Documentation or the Intellectual Property Rights thereinthat may be incorporated into or used in conjunction with the Improvements orto permit Owner or any other Third Party to use Facility Documentation exceptas provided for in this License Agreement.

 

(e)                                  Documentation.  UponOwner’s request at any time after the occurrence of an M-2 Triggering Event,Westinghouse shall provide to Owner, at reasonable copying and delivery cost toOwner [**]  Upon Westinghouse’s writtenrequest and the execution of the right and license contemplated under (d) above,Owner agrees to provide Westinghouse a copy of any manuals and like materialscreated and used by Owner with respect to the Improvements and any know howrelated to the Improvements.

 

3.                                       Representations andWarranties. Westinghouserepresents and warrants that Westinghouse owns all rights, title and interest(or otherwise has the necessary rights to transfer and/or grant the rightsprovided for herein) in the Facility Documentation and the IntellectualProperty Rights therein that are in existence on the date hereof [**]

 

4.                                       IntellectualProperty Indemnity.  (a)  [**]

 

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[**]

 

(b)                                 Westinghouse shall not compromise or settleany claim, action, suit or proceeding in which an Owner is named without Owner’sprior written consent, which consent shall not be unreasonably conditioned,delayed or withheld, unless such settlement provides for the payment of moneyonly by Westinghouse and provides for a full, complete and unconditionalrelease of Owner and each Qualified Entity.

 

(c)                                  [**]

 

(d)                                 Owner hereby releases and agrees to defendand indemnify Westinghouse and its Subcontractors from and against any and allthird party (“third party” not to include any Subcontractor, Consortium Memberor other third party to whose Facility Documentation and Intellectual PropertyRights therein Owner is granted a license and right under Section 2(a))claims, demands, costs, suits, actions, proceedings, fines and penalties (andinterest thereon) brought against Westinghouse or its Subcontractors that (i) anyImprovement as used by Owner or any Qualified Entity, or (ii) any use byOwner or any Qualified Entity of the Facility Documentation in a manner notcontemplated by this License Agreement, results in an infringement, or claim ofinfringement, of any patent, trademark, copyright or other third partyintellectual property right, or any other similar intellectual propertyprotection enforceable in the United States, Canada, or a European Unioncountry, if Owner is notified promptly in writing and given authority,information, and assistance for the defense of any such suit or proceeding.

 

EXCEPTAS PROVIDED ABOVE, WESTINGHOUSE MAKES NO WARRANTIES AND OWNER HEREBY WAIVES ANYCLAIM FOR LIABILITY AND ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND RELATED TOTHE FACILITY DOCUMENTATION OR THIS INTELLECTUAL PROPERTY LICENSE, INCLUDING,WITHOUT LIMITATION, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE ORMERCHANTABILITY OR NON-INFRINGEMENT.

 

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OWNERMAKES NO WARRANTIES AND WESTINGHOUSE HEREBY WAIVES ANY CLAIM FOR LIABILITY ANDANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND RELATED TO ANY AND ALLIMPROVEMENTS, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTY OF FITNESSFOR A PARTICULAR PURPOSE OR MERCHANTABILITY OR NON-INFRINGEMENT.

 

THISIS AN EXCLUSIVE STATEMENT RELATING TO FACILITY DOCUMENTATION AND THEINTELLECTUAL PROPERTY RIGHTS THEREIN AND IMPROVEMENTS RIGHTS PURSUANT TO THISLICENSE AGREEMENT AND ALL THE REMEDIES OF THE PARTIES RELATING THERETO.

 

5.                                       Proprietary Rights.  (a)                        Except for the licenses granted herein, allrights, title and interests in and to the Facility Documentation andIntellectual Property Rights therein shall remain exclusively with Westinghouseor it licensors.

 

(b)                                 All rights title and interests in and to anynew material subject to patent, trade secret, or copyright protection added tothe Facility Documentation or the Intellectual Property Rights therein by or onbehalf of the Owner [**] right and license to use such new material added tothe Facility Documentation solely in support of the Facility.

 

(c)                                  To the extent there are any conflicts betweenany of the provisions of this License Agreement and Article 19 of theAgreement, the provisions of this License Agreement shall control.

 

6.                                       [**]

 

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“[**]” in thisExhibit 10.01 indicates material that has been omitted pursuant to a requestfor confidential treatment and filed separately with the Securities andExchange Commission.

 

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7.                                       Bankruptcy Section 365(n). Westinghouse acknowledges and agrees thatthis License Agreement creates no presumption that Westinghouse or any trusteeor other fiduciary of Westinghouse is entitled to reject or terminate the Agreementor this License Agreement under applicable Law. Westinghouse acknowledges that if Westinghouse as a debtor in possessionor a trustee in Bankruptcy (“BankruptcyTrustee”) in a case under the United States Bankruptcy Code rejects theAgreement or this License Agreement, Owner may elect to retain its rights underthis License Agreement as provided in Section 365(n) of the UnitedStates Bankruptcy Code.  Upon writtenrequest of Owner to Westinghouse or the Bankruptcy Trustee, Westinghouse orsuch Bankruptcy Trustee shall not interfere with the rights of Owner asprovided in this License Agreement, including without limitation, the right touse or make available the Facility Documentation and the Intellectual PropertyRights therein.

 

8.                                       Assignment.  NeitherParty will be entitled (in whole or in part) to assign this License Agreementor its rights hereunder or to delegate or subcontract its obligations hereunderwithout the express written consent of the other Party hereto; provided,however, that Owner shall have the right without the consent of Westinghouse orany third party to assign or otherwise transfer any and all of its rights underthis License Agreement to any party in connection with any assignment, sale ortransfer of the Facility or any Unit or of control of the Facility or a Unit.Assignment of Third Party Intellectual Property shall be governed by the termsof the applicable Third Party license. Any assignment or transfer in violation of this License Agreement willbe null and void.  This License Agreementand the rights and obligations of either Party hereto will be binding upon andwill inure to the benefit of the Parties hereto and their respective successorsand permitted assigns.

 

9.                                       Subsequent to Substantial Completion. Notwithstanding any other provision of this License Agreement, thisLicense Agreement shall terminate upon the equivalent of [**] and at all timessubsequent to the equivalent of [**] all Facility Documentation andIntellectual Property Rights therein provided or otherwise made available toOwner under this License Agreement, shall, subject to the exceptions containedin the definition of the term Proprietary Data, be deemed Proprietary Data(unless otherwise denoted in writing as agreed to by the parties) and Owner shallhave the rights and obligations with respect thereto as set forth in Article 19of the Agreement.

 

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“[**]” in thisExhibit 10.01 indicates material that has been omitted pursuant to a requestfor confidential treatment and filed separately with the Securities andExchange Commission.

 

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**IN WITNESS WHEREOF**, the Parties have duly executed this LicenseAgreement as of the date first above written.

 

 
| SOUTH  CAROLINA ELECTRIC & GAS COMPANY,  for itself and as agent for South Carolina Public Service  Authority |   |
|------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                                   |   |
|                                                                                                                   |   |
| By:                                                                                                                    |   |   |
| Name:                                                                                                                  |   |   |
| Title:                                                                                                                 |   |   |
|                                                                                                                   |   |
|                                                                                                                   |   |
| WESTINGHOUSE  ELECTRIC COMPANY LLC                                                                                     |   |
|                                                                                                                   |   |
|                                                                                                                   |   |
| By:                                                                                                                    |   |   |
| Name:                                                                                                                  |   |   |
| Title:                                                                                                                 |   |   |

 

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“[**]” in thisExhibit 10.01 indicates material that has been omitted pursuant to a requestfor confidential treatment and filed separately with the Securities andExchange Commission.

 

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**EXHIBIT M-3AP1000 Intellectual Property License (S&W)**

 

This intellectual property agreement (this “LicenseAgreement”) is entered into as of the           day of May, 2008, by and between South Carolina Electric & Gas Company (“SCE&G”),for itself and as agent for the South Carolina Public Service Authority, a bodycorporate and politic created by the laws of South Carolina (“Santee Cooper”)pursuant to the Limited Agency Agreement between SCE&G and Santee Cooperdated                     ,2008, and STONE & WEBSTER, INC., a Louisiana corporation having a place ofbusiness in Charlotte, North Carolina (“Stone & Webster”).

 

1.             Definitions. For purposes of this License Agreement, the terms listed belowshall have the meanings indicated beside them. Capitalized terms not otherwisedefined below shall have the meanings ascribed to them in the Engineering,Procurement and Construction Agreement between South Carolina Electric &Gas Company, for itself and as agent for the South Carolina Public ServiceAuthority, and a consortium consisting of Westinghouse Electric Company LLC andStone & Webster, dated as of the date hereof (the “Agreement”). Exceptwhere the context otherwise requires, Westinghouse Electric Company LLC andStone & Webster hereinafter are individually referred to as a “ConsortiumMember” and collectively as “Contractor”.

 

(a)           “Facility” or “Unit” shall refer tothe Facility or a Unit of the Facility as defined in the Agreement.

 

(b)           “Intellectual Property Rights” shallmean any and all intellectual or industrial property rights owned by Stone &Webster, or which Stone & Webster has the rights to transfer, sublicense orpass through, related to the Facility Documentation necessary for a QualifiedEntity to utilize the Facility Documentation for Unit Completion Purposes,including, without limitation, [**] Intellectual Property Rights shall not include the right to: (i) sue forinfringement or (ii) sublicense or sell except as expressly permitted in thisLicense Agreement, including, without limitation, under Sections 2(c) and 8, or(iii) reproduce Facility Documentation that is subject to licensingrestrictions.

 

(c)          “Qualified Entity” shall mean acontractor, supplier or other entity that has ,as recognized in the nuclearindustry, the capability and experience to design and construct a nuclear powerplant and that has entered intoa confidentiality agreement that complies with the applicable requirements underSection 2 (c).

 

(d)           “M-3 Triggering Event” shall mean theoccurrence of one or more of the events described under Section 22.2(a) and thesubsequent termination of the Agreement.

 

(e)           “Unit Completion Purposes” meanssolely for purposes of Facility (and associated simulator) including, withoutlimitation, [**]

 

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“[**]” in this Exhibit 10.01 indicates material that has been omittedpursuant to a request for confidential treatment and filed separately with theSecurities and Exchange Commission.

 

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[**]

 

2.            Licenses.

 

(a)           Intellectual Property License.[**]

 

(b)           Third Party Facility Documentation.  Facility Documentation licensed by Stone &Webster from Subcontractors or third parties shall be licensed on apass-through or sublicensing basis.  Suchtransactions may be subject to the separate contractual or license agreementsand limitations on copying and use, and Owner agrees to and shall be bound bythe terms of any such third-party contractual or license agreements.

 

(c)           Sublicense Rights.  Owner may sublicense the FacilityDocumentation and the Intellectual Property Rights therein to one or moreQualified Entities solely for Unit Completion Purposes; provided, however,that Owner agrees not to grant any such sublicense unless at some time afterthe issuance of a Full Notice to Proceed but prior to achieving SubstantialCompletion, a M-3 Triggering Event occurs, and providedfurther, however,that prior to entering into each such sublicense and prior to disclosure ofFacility Documentation to any Qualified Entity, Owner shall notify Stone &Webster of the identity of the Qualified Entity and the Qualified Entity shallenter into a confidentiality agreement largely in conformance with theProprietary Data Agreement set forth in Exhibit O-1 to theAgreement.  Any sublicense shall be inwriting and shall identify Stone & Webster as the owner or licensee of theFacility Documentation, as applicable. A fully executed copy of such sublicenseshall be provided to Stone & Webster. Owner agrees that neither it nor any of its employees, agents and/orothers over which it has control shall disclose any Facility Documentation toany third party, except as may be otherwise expressly allowed by this LicenseAgreement or provided in the Agreement or applicable confidentiality ornon-disclosure agreement.

 

(d)           Improvements. Stone &Webster, to the extent required for Owner to make changes, modifications,enhancements and improvements, grants Owner the right to make changes,modifications, enhancements, and improvements to the Facility Documentation andthe Intellectual Property Rights therein, and to create derivative works of theforegoing (collectively referred to as “Improvements”), and to use suchImprovements solely for Unit Completion Purposes.  [**]

 

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“[**]” in this Exhibit 10.01 indicates material that has been omittedpursuant to a request for confidential treatment and filed separately with theSecurities and Exchange Commission.

 

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[**] For the avoidance of doubt, this paragraph is not intended to assign ortransfer ownership or otherwise give up any right in and to the FacilityDocumentation or the Intellectual Property Rights therein that may beincorporated into or used in conjunction with the Improvements or to permitOwner or any other Third Party to use Facility Documentation except as providedfor in this License Agreement.

 

(e)           Documentation.  Upon Owner’s request at any time after theoccurrence of an M-3 Triggering Event, Stone & Webster shall provide toOwner, at reasonable copying and delivery cost to Owner [**].  Upon Stone & Webster’s written requestand the execution of the right and license contemplated under (d) above, Owneragrees to provide Stone & Webster a copy of any manuals and like materialscreated and used by Owner with respect to the Improvements and any know howrelated to the Improvements.

 

3.             Representations and Warranties.Stone & Webster represents and warrants that Stone & Webster owns allrights, title and interest (or otherwise has the necessary rights to transferand/or grant the rights provided for herein) in the Facility Documentation andthe Intellectual Property Rights therein that are in existence on the datehereof [**].

 

4.             Intellectual Property Indemnity. (a)  [**]

 

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[**]

 

(b)           Stone& Webster shall not compromise or settle any claim, action, suit orproceeding in which an Owner is named without Owner’s prior written consent,which consent shall not be unreasonably conditioned, delayed or withheld,unless such settlement provides for the payment of money only by Stone &Webster and provides for a full, complete and unconditional release of Ownerand each Qualified Entity.

 

(c)           [**]

 

(d)           Owner hereby releases and agrees todefend and indemnify Stone & Webster and its Subcontractors from andagainst any and all third party (“third party” not to include anySubcontractor, Consortium Member or other third party to whose FacilityDocumentation and Intellectual Property Rights therein Owner is granted alicense and right under Section 2(a)) claims, demands, costs, suits, actions,proceedings, fines and penalties (and interest thereon) brought against Stone &Webster or its Subcontractors that (i) any Improvement as used by Owner or anyQualified Entity, or (ii) any use by Owner or any Qualified Entity of theFacility Documentation in a manner not contemplated by this License Agreement,results in an infringement, or claim of infringement, of any patent, trademark,copyright or other third party intellectual property right, or any othersimilar intellectual property protection enforceable in the United States,Canada, or a European Union country, if Owner is notified promptly in writingand given authority, information, and assistance for the defense of any suchsuit or proceeding.

 

EXCEPT AS PROVIDED ABOVE, STONE & WEBSTERMAKES NO WARRANTIES AND OWNER HEREBY WAIVES ANY CLAIM FOR LIABILITY AND ANYEXPRESS OR IMPLIED WARRANTY OF ANY KIND RELATED TO THE FACILITY DOCUMENTATIONOR THIS INTELLECTUAL PROPERTY LICENSE, INCLUDING, WITHOUT LIMITATION, THEIMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY ORNON-INFRINGEMENT.

 

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“[**]” in this Exhibit 10.01 indicates material that has been omittedpursuant to a request for confidential treatment and filed separately with theSecurities and Exchange Commission.

 

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OWNER MAKES NO WARRANTIES AND STONE &WEBSTER HEREBY WAIVES ANY CLAIM FOR LIABILITY AND ANY EXPRESS OR IMPLIEDWARRANTY OF ANY KIND RELATED TO ANY AND ALL IMPROVEMENTS, INCLUDING, WITHOUTLIMITATION, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE ORMERCHANTABILITY OR NON-INFRINGEMENT.

 

THIS IS AN EXCLUSIVE STATEMENT RELATING TOFACILITY DOCUMENTATION AND THE INTELLECTUAL PROPERTY RIGHTS THEREIN ANDIMPROVEMENTS RIGHTS PURSUANT TO THIS LICENSE AGREEMENT AND ALL THE REMEDIES OFTHE PARTIES RELATING THERETO.

 

5.            ProprietaryRights.  (a)         Except for the licenses granted herein,all rights, title and interests in and to the Facility Documentation andIntellectual Property Rights therein shall remain exclusively with Stone &Webster or it licensors.

 

(b)           All rights title and interests in andto any new material subject to patent, trade secret, or copyright protectionadded to the Facility Documentation or the Intellectual Property Rights thereinby or on behalf of the Owner [**].  Ownerhereby grants Contractor a [**] right and license to use such new materialadded to the Facility Documentation solely in support of the Facility.

 

(c)           To the extent there are any conflictsbetween any of the provisions of this License Agreement and Article 19 of theAgreement, the provisions of this License Agreement shall control.

 

6.            [**]

 

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“[**]” in this Exhibit 10.01 indicates material that has been omittedpursuant to a request for confidential treatment and filed separately with theSecurities and Exchange Commission.

 

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7.             BankruptcySection 365(n). Stone& Webster acknowledges and agrees that this License Agreement creates nopresumption that Stone & Webster or any trustee or other fiduciary of Stone& Webster is entitled to reject or terminate the Agreement or this LicenseAgreement under applicable Law.  Stone &Webster acknowledges that if Stone & Webster as a debtor in possession or atrustee in Bankruptcy (“BankruptcyTrustee”) in a case under the United States Bankruptcy Code rejects theAgreement or this License Agreement, Owner may elect to retain its rights underthis License Agreement as provided in Section 365(n) of the United StatesBankruptcy Code.  Upon written request ofOwner to Stone & Webster or the Bankruptcy Trustee, Stone & Webster orsuch Bankruptcy Trustee shall not interfere with the rights of Owner asprovided in this License Agreement, including without limitation, the right touse or make available the Facility Documentation and the Intellectual PropertyRights therein.

 

8.             Assignment.  Neither Party will be entitled (in whole or inpart) to assign this License Agreement or its rights hereunder or to delegateor subcontract its obligations hereunder without the express written consent ofthe other Party hereto; provided, however, that Owner shall have the rightwithout the consent of Stone & Webster or any third party to assign orotherwise transfer any and all of its rights under this License Agreement toany party in connection with any assignment, sale or transfer of the Facilityor any Unit or of control of the Facility or a Unit. Assignment of Third PartyIntellectual Property shall be governed by the terms of the applicable ThirdParty license.  Any assignment ortransfer in violation of this License Agreement will be null and void.  This License Agreement and the rights andobligations of either Party hereto will be binding upon and will inure to thebenefit of the Parties hereto and their respective successors and permittedassigns.

 

9.             Subsequentto Substantial Completion. Notwithstanding any other provision of this License Agreement, thisLicense Agreement shall terminate upon the equivalent of [**] and at all timessubsequent to the equivalent of [**] all Facility Documentation andIntellectual Property Rights therein provided or otherwise made available toOwner under this License Agreement, shall, subject to the exceptions containedin the definition of the term Proprietary Data, be deemed Proprietary Data(unless otherwise denoted in writing as agreed to by the parties) and Ownershall have the rights and obligations with respect thereto as set forth in Article19 of the Agreement.

 

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“[**]” in this Exhibit 10.01 indicates material that has been omittedpursuant to a request for confidential treatment and filed separately with theSecurities and Exchange Commission.

 

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**IN WITNESSWHEREOF**, the Partieshave duly executed this License Agreement as of the date first above written.

 

 
| SOUTH CAROLINA ELECTRIC &  GAS COMPANY,  for itself and as agent for South Carolina Public Service Authority |   |
|------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                             |   |
|                                                                                                             |   |
| By:                                                                                                              |   |   |
| Name:                                                                                                            |   |   |
| Title:                                                                                                           |   |   |
|                                                                                                             |   |
|                                                                                                             |   |
| STONE & WEBSTER, INC.                                                                                        |   |
|                                                                                                             |   |
|                                                                                                             |   |
| By:                                                                                                              |   |   |
| Name:                                                                                                            |   |   |
| Title:                                                                                                           |   |   |

 

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“[**]” in this Exhibit 10.01 indicates material that has been omittedpursuant to a request for confidential treatment and filed separately with theSecurities and Exchange Commission.

 

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**EXHIBIT N**

**IndustryCodes And Standards**

 

**Table ofContents**

 
| Introduction                                                                              | 3      |
|-------------------------------------------------------------------------------------------|--------|
| Codes and Standards                                                                       |   |
| ACI - American Concrete  Institute                                                        | 5      |
| AISC - American  Institute of Steel Construction                                          | 5      |
| AISI - American Iron  and Steel Institute                                                 | 5      |
| AMCA - Air Movement and  Control Association, Inc.                                        | 5      |
| ANS – American Nuclear  Society                                                      | 6      |
| ANSI – American  National Standards Institute                                        | 7      |
| API – American  Petroleum Institute                                                  | 9      |
| ARI – Air Conditioning  and Refrigeration Institute                                  | 9      |
| ASCE – American Society  of Civil Engineers                                          | 10     |
| ASHRAE – American  Society of Heating, Refrigeration, and Air Conditioning Engineers | 10     |
| ASME – American Society  of Mechanical Engineers                                     | 10     |
| ASTM – American Society  of Testing and Materials                                    | 14     |
| AWS – American Welding  Society                                                      | 15     |
| AWWA – American Water  Works Association                                             | 15     |
| CMAA – Crane  Manufacturers Association of America                                   | 15     |
| FEMA – Federal  Emergency Management Agency                                          | 16     |
| IEEE – Institute of  Electrical and Electronics Engineers                            | 16     |
| ISA – Instrumentation,  Systems and Automation Society                               | 20     |
| MIL – Military  Standards and Specifications                                         | 20     |
| NEMA – National  Electrical Manufacturers Association                                | 20     |
| NFPA – National Fire  Protection Association                                         | 20     |
| SMACNA – Sheet Metal  and Air Conditioning Contractors National Association          | 22     |
| UBC – Uniform Building  Code                                                         | 22     |
| UL – Underwriters  Laboratories, Inc.                                                | 22     |

 

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**AP1000Nuclear Power Plant Codes and Standards Introduction**

 

This document providesthe listing of industry codes and standards that are applicable to the AP1000Nuclear Power Plant design (the “Industry Codes and Standards”). The attachedlisting of the Industry Codes and Standards is derived from the AP1000 DesignCertification Document (DCD). This list therefore is a listing of codes andstandards that the AP1000 Nuclear Power Plant design is committed to by thelicensing process. The revision or date of each code and standard is alsoincluded in the attached table.  Forcodes and standards that were provided in the DCD without revision or date, therevision or date in effect, March 2002 (submittal date of the AP1000 NuclearPower Plant design to NRC) was used.  Therevisions reflect the DCD licensing commitment. Changes to the standard orrevision may require a licensing submittal by the Owner. Contractor will notifyOwner of any proposed changes to the listing of Industry Codes and Standards toensure that they are reflected in future licensing submittals.

 

Except as provided below,regarding ASME application, the edition and addenda of the ASME code applied inthe design and manufacture of each component is the edition and addendaestablished by the requirements of the DCD. The use of editions and addendaissued subsequent to the DCD is permitted, however any change to ASME codeedition will require NRC approval. In the event the DCD does not specify theedition and addenda of the code applicable to an activity required under theAgreement, the activity will be performed in compliance with the code editionand addenda required under 10 CFR 50.55a. The baseline used for the evaluationsdone to support this Design Control Document and the DCD is the 1998 Edition,2000 Addenda, except as follows:

 

The 1989 Edition, 1989Addenda is used for Articles NB-3200 (Design by Analysis), NB-3600, NC-3600,and ND-3600 (Piping Design) in lieu of later editions and addenda.

 

Guidance for ASME codeyear and addenda to use in mechanical equipment and valve specifications:

 

CASE 1: ASME Section IIISafety Related Equipment in Support of the Design Certification

 

If the principalconstruction code for the equipment is ASME Section III as defined in Table3.2-3 of the DCD, then the year and addenda shall be in accordance withparagraphs 5.2.1.1 and 6.1.1 of the DCD (i.e., 1998 year with 2000 addenda),except as follows:

 

“The 1989 Edition, 1989Addenda is used for Articles NB-3200 (Design by Analysis), NB-3600, NC-3600,and ND-3600 (Piping Design) in lieu of later editions and addenda.”

 

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Any other ASME BP&VCode Sections listed within the equipment specification for this equipment(e.g., II, V, IX, and XI) shall have the same 1998 year and 2000 addenda.

 

In addition to AP1000Nuclear Power Plant codes A, B, and C, the above applies to code D non-safetyequipment being built to ASME Section III as the principal construction codedefined in Table 3.2-3 of the DCD.

 

CASE 2: Non-ASME Section IIIEquipment (Non-Safety Related Equipment)

 

If the equipmentprincipal construction code is ASME but NOT Section III as defined in Table3.2-3 in the DCD (e.g., ASME Section VIII for pressure tanks/vessels), then theASME 2001 year and 2003 addenda shall be used, unless otherwise specified inthe DCD.  ASME Section III will NOT beincluded in the specifications and standards list in the equipmentspecification.

 

If any other ASMESections are listed within the equipment specification (e.g., ASME Section IXfor welding requirements), then the 2001 year with 2003 addenda shall be usedfor them as well.

 

Additional codes andstandards may be applied to the final AP1000 Nuclear Power Plant design at thesole discretion of Contractor. These additional codes and standards will thenbe requirements for the AP1000 Nuclear Power Plant design, however they willnot be required by licensing and therefore the date and application is subjectto change as determined by Contractor in its sole discretion.

 

The attached table, Table1, only list industry codes and standards. Regulatory standards (Regulatory Guides, NUREGs, etc.) are not includedin the attachment; these standards are referenced in the DCD.

 

Table 2 identifies codesand standards that are not included in the Licensing Basis but are pertinent tothe Facility.  Since they are notincluded as part of the Licensing Basis, revisions may be used as determined byContractor in its sole discretion.

 

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“[**]” in this Exhibit 10.01 indicates material that has been omittedpursuant to a request for confidential treatment and filed separately with theSecurities and Exchange Commission.

 

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**Table 1**

**AP1000Codes and Standards (Licensing Basis)**

 
| **Title**                                                                                                                                        | ** ** | **DCD  Section** |
|--------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------|
| ** **                                                                                                                                       |       |             |
| **ACI - American Concrete  Institute**                                                                                                           |       |             |
| ** **                                                                                                                                       |       |             |
| ACI 117, “Standard  Specification for Tolerances for Concrete Construction and Materials,” 1990                                        |       | 3.8              |
|                                                                                                                                             |       |             |
| ACI 211.1, “Standard  Practice for Selecting Proportions for Normal, Heavy Weight, and Mass  Concrete,” 1991                           |       | 3.8              |
|                                                                                                                                             |       |             |
| ACI 304R, “Guide for  Measuring, Mixing, Transporting, and Placing Concrete,” 2000                                                     |       | 3.8              |
|                                                                                                                                             |       |             |
| ACI 318, “Building Code  Requirements for Reinforced Concrete,” 2002                                                                   |       | 2.5              |
|                                                                                                                                             |       |             |
| ACI 349.3R, “Evaluation  of Existing Nuclear Safety-Related Concrete Structures,” 1996                                                 |       | 3.8              |
|                                                                                                                                             |       |             |
| ACI 349, “Code  Requirements for Nuclear Safety Related Concrete Structures,” 2001                                                     |       | 1A, 3.8, 3H      |
|                                                                                                                                             |       |             |
| **AISC - American Institute of  Steel Construction**                                                                                             |       |             |
| ** **                                                                                                                                       |       |             |
| AISC N690, “Specification  for the Design, Fabrication, and Erection of Steel Safety-Related Structures  for Nuclear Facilities,” 1994 |       | 3A, 3F, 3H       |
|                                                                                                                                             |       |             |
| AISC S335,  “Specification for Structural Steel Buildings, Allowable Stress Design and  Plastic Design,” 1989                          |       | 3.3              |
|                                                                                                                                             |       |             |
| Seismic Provisions for  Structural Steel Buildings, American Institute of Steel Construction, April 1977  including Supplement 2, November 2000  |       | 3.7              |
|                                                                                                                                             |       |             |
| **AISI - American Iron and Steel  Institute**                                                                                                    |       |             |
| ** **                                                                                                                                       |       |             |
| AISI, “Specification  for the Design of Cold Formed Steel Structural Members,” 1996 Edition and  Supplement No. 1, July 30, 1999       |       | 3A, 3F           |
|                                                                                                                                             |       |             |
| **AMCA - Air Movement and Control  Association, Inc.**                                                                                           |       |             |
| ** **                                                                                                                                       |       |             |
| AMCA 210, “Laboratory  Method of Testing Fans for Rotating Purposes,” 1985                                                             |       | 9.4              |

 

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“[**]” in this Exhibit 10.01 indicates material that has been omittedpursuant to a request for confidential treatment and filed separately with theSecurities and Exchange Commission.

 

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**Table 1**

**AP1000Codes and Standards (Licensing Basis)**

 
| **Title**                                                                                                                                          | ** ** | **DCD  Section**    |
|----------------------------------------------------------------------------------------------------------------------------------------------------|------------|---------------------|
| ** **                                                                                                                                         |       |                |
| AMCA 211, “Certified  Ratings Program Air Performance,” 1987                                                                             |       | 9.4                 |
|                                                                                                                                               |       |                |
| AMCA 300, “Reverberant  Room Method for Sound Testing of Fans,” 1985                                                                     |       | 9.4                 |
|                                                                                                                                               |       |                |
| AMCA 500, “Test Method  for Louvers, Dampers, and Shutters,”1989                                                                         |       | 9.4                 |
|                                                                                                                                               |       |                |
| **ANS – American Nuclear Society**                                                                                                            |       |                |
| ** **                                                                                                                                         |       |                |
| ANS 5.1, “Decay Heat  Power in Light Water Reactors,” 1994                                                                               |       | 5.4                 |
|                                                                                                                                               |       |                |
| ANS 5.1, “Decay Heat  Power in Light Water Reactor,” 1979                                                                                |       | 1.9, 15.2           |
|                                                                                                                                               |       |                |
| ANS 5.4, “American  National Standard Method for Calculating the Fractional Release of Volatile  Fission Products From Oxide Fuel,” 1982 |       | 1A                  |
|                                                                                                                                               |       |                |
| ANS 6.1, “Guidelines on  the Nuclear Analysis and Design of Concrete Radiation Shielding for Nuclear  Power Plants,” 1989                |       | 12.3                |
|                                                                                                                                               |       |                |
| ANS 6.4, “Guidelines on  the Nuclear Analysis and Design of Concrete Radiation Shielding for Nuclear  Power Plants,” 1997                |       | 1A, 12.3            |
|                                                                                                                                               |       |                |
| ANS 15.8, “Nuclear  Material Control Systems for Nuclear Power Plants,” 1974                                                             |       | 13                  |
|                                                                                                                                               |       |                |
| ANS 18.1, “Radioactive  Source Term for Normal Operation of Light Water Reactors,” 1999                                                  |       | 1A, 11.1            |
|                                                                                                                                               |       |                |
| ANS 51.1, “Nuclear  Safety Criteria for the Design of Stationary Pressurized Water Reactor  Plants,” 1983                                |       | 3.2, 3.9, 5.4,  9.3 |
|                                                                                                                                               |       |                |
| ANS 55.6, “Liquid  Radioactive Waste Processing Systems for Light Water Reactor Plants,” 1993                                            |       | 11.2                |
|                                                                                                                                               |       |                |
| ANS 56.2, “Containment  Isolation Provisions for Fluid Systems,” 1984                                                                    |       | 1A                  |
|                                                                                                                                               |       |                |
| ANS 56.11, “Design  Criteria for Protection Against the Effects of Compartment Flooding in Light  Water Reactor Plants,” 1988            |       | 3.4                 |
|                                                                                                                                               |       |                |
| ANS 57.1, “Design  Requirements for Light Water Reactor Fuel Handling Systems,” 1992                                                     |       | 9.1                 |

 

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“[**]” in this Exhibit 10.01 indicates material that has been omittedpursuant to a request for confidential treatment and filed separately with theSecurities and Exchange Commission.

 

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**Table 1**

**AP1000Codes and Standards (Licensing Basis)**

 
| **Title**                                                                                                                                | ** ** | **DCD  Section** |
|------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------|
| ** **                                                                                                                               |       |             |
| ANS 57.2, “Design  Requirements for Light Water Reactor Spent Fuel Storage Facilities at Nuclear  Power Plants,” 1983          |       | 4.3, 9.1         |
|                                                                                                                                     |       |             |
| ANS 57.3, “Design  Requirements for New Fuel Storage Facilities at LWR Plants,” 1983                                           |       | 4.3              |
|                                                                                                                                     |       |             |
| ANS 58.2, “Design Bases  for Protection of Light Water Nuclear Power Plants Against Effects of  Postulated Pipe Rupture,” 1988 |       | 3.6              |
|                                                                                                                                     |       |             |
| ANS 58.8, “Time  Response Design Criteria for Nuclear Safety Related Operator Actions,” 1984                                   |       | 1.9              |
|                                                                                                                                     |       |             |
| ANS C-2, “National  Electrical Safety Codes,” 1997                                                                             |       | 8.2              |
|                                                                                                                                     |       |             |
| **ANSI – American National  Standards Institute**                                                                                   |       |             |
| ** **                                                                                                                               |       |             |
| ANSI 16.1, “Nuclear  Criticality Safety in Operations with Fissionable Materials Outside  Reactors,” 1975                      |       | 9.1              |
|                                                                                                                                     |       |             |
| ANSI 56.5, “PWR and BWR  Containment Spray System Design Criteria,” 1979                                                       |       | 1.9              |
|                                                                                                                                     |       |             |
| ANSI 56.8, “Containment  System Leakage Testing Requirements,” 1994                                                            |       | 6.2              |
|                                                                                                                                     |       |             |
| ANSI 58.6, “Criteria  for Remote Shutdown for Light Water Reactors,” 1996                                                      |       | 7.4              |
|                                                                                                                                     |       |             |
| ANSI B16.34, “Valves –  Flanged and Buttwelding End,” 1996                                                                |       | 3.2              |
|                                                                                                                                     |       |             |
| ANSI B16.41,  “Functional Operational Requirement for Power Operated Valves,” 1983                                             |       | 1.9              |
|                                                                                                                                     |       |             |
| ANSI B30.2, “Overhead  and Gantry Cranes,” 1990                                                                                |       | 9.1              |
|                                                                                                                                     |       |             |
| ANSI B30.9, “Slings,”  1996                                                                                                    |       | 9.1              |
|                                                                                                                                     |       |             |
| ANSI B31.1, “Power  Piping, ASME Code for Pressure Piping,” 1989                                                               |       | 3.2, 3.6, 9.2    |
|                                                                                                                                     |       |             |
| ANSI B96.1, “Welded  Aluminum-Alloy Storage Tanks,” 1981                                                                       |       | 3.2              |
|                                                                                                                                     |       |             |
| ANSI HFS-100, “American  Standard for Human Factors Engineering of Visual Display Terminal  Workstations,” 1988                |       | 18.8             |

 

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“[**]” in this Exhibit 10.01 indicates material that has been omittedpursuant to a request for confidential treatment and filed separately with theSecurities and Exchange Commission.

 

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**Table 1**

**AP1000Codes and Standards (Licensing Basis)**

 
| **Title**                                                                                                                                  | ** ** | **DCD  Section** |
|--------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------|
| ** **                                                                                                                                 |       |             |
| ANSI N14.6, “Special  Lifting Devices for Shipping Containers Weighing 10,000 pounds (4500 kg) or  More,” 1993                   |       | 3.9, 9.1         |
|                                                                                                                                       |       |             |
| ANSI N16.1, “Nuclear  Criticality Safety in Operations with Fissionable Materials Outside  Reactors,” 1975                       |       | 9.1              |
|                                                                                                                                       |       |             |
| ANSI  N16.9, “Validation of Calculational Methods for Nuclear Criticality Safety,”  1975                                         |       | 9.1              |
|                                                                                                                                       |       |             |
| ANSI  N18.2, “Nuclear Safety Criteria for the Design of Stationary Pressurized  Water Reactor Plants,” 1973                      |       | 15.0             |
|                                                                                                                                       |       |             |
| ANSI N18.2a, “Nuclear  Safety Criteria for the Design of Stationary Pressurized Water Reactor  Plants,” 1975.                    |       | 3.2              |
|                                                                                                                                       |       |             |
| ANSI N101.6, “Atomic  Industry Facility Design, Construction, and Operation Criteria,” 1972                                      |       | 1A               |
|                                                                                                                                       |       |             |
| ANSI N210, “Design  Objectives for Light Water Reactor Spent Fuel Storage Facilities at Nuclear  Power Stations,” 1976           |       | 9.1              |
|                                                                                                                                       |       |             |
| ANSI N237, “Source Term  Specification,” 1976                                                                                    |       | 1A               |
|                                                                                                                                       |       |             |
| ANSI N271, “Containment  Isolation Provisions for Fluid Systems,” 1976                                                           |       | 1A               |
|                                                                                                                                       |       |             |
| ANSI N278.1,  “Self-Operated and Power-Operated Safety-Relief Valves Functional  Specification Standard,” 1975                   |       | 5.4              |
|                                                                                                                                       |       |             |
| **API – American Petroleum  Institute**                                                                                               |       |             |
| ** **                                                                                                                                 |       |             |
| API 610, “Centrifugal  Pumps for General Refinery Services,” 1981                                                                |       | 3.2              |
|                                                                                                                                       |       |             |
| API-620, “Recommended  Rules for Design and Construction of Large, Welded, Low-Pressure Storage  Tanks,” Revision 1, April 1985. |       | 3.2              |
|                                                                                                                                       |       |             |
| API-650, “Welded Steel  Tanks for Oil Storage,” Revision 1, February 1984.                                                       |       | 3.2              |

 

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“[**]” in this Exhibit 10.01 indicates material that has been omittedpursuant to a request for confidential treatment and filed separately with theSecurities and Exchange Commission.

 

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|-------------------|------------------------------------------------------------------------------|

 

**Table 1**

**AP1000Codes and Standards (Licensing Basis)**

 
| **Title**                                                                                                                                                         | ** ** | **DCD  Section** |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------|
| ** **                                                                                                                                                        |       |             |
| ARI 410, “Forced  Circulation Air Cooling and Air Heating Coils”, 1991                                                                                  |       | 9.4              |
|                                                                                                                                                              |       |             |
| **ARI – Air Conditioning and  Refrigeration Institute**                                                                                                      |       |             |
| ** **                                                                                                                                                        |       |             |
| ARI 620, “Self-Contained  Humidifiers for Residential Applications,” 1996                                                                               |       | 9.4              |
|                                                                                                                                                              |       |             |
| **ASCE – American Society of  Civil Engineers**                                                                                                              |       |             |
| ** **                                                                                                                                                        |       |             |
| ASCE 4, “Seismic  Analysis of Safety-Related Nuclear Structures and Commentary,” 1989                                                                   |       | 3.7              |
|                                                                                                                                                              |       |             |
| ASCE 7, “Minimum Design  Loads for Buildings and Other Structures,” 1998                                                                                |       | 3.7              |
|                                                                                                                                                              |       |             |
| ASCE 8, “Specification  for the Design of Cold Formed Stainless Steel Structural Members,” 1990                                                         |       | 6.2              |
|                                                                                                                                                              |       |             |
| ASCE Paper No. 3269  “Wind Forces on Structures” Transactions of the American Society of Civil  Engineers, Vol. 126, Part II (1961)                     |       | 3                |
|                                                                                                                                                              |       |             |
| **ASHRAE – American Society of  Heating, Refrigeration, and Air Conditioning Engineers**                                                                     |       |             |
| ** **                                                                                                                                                        |       |             |
| ASHRAE 33, “Methods of  Testing for Rating Forced Circulation Air Cooling and Air Heating Coils,”  1978                                                 |       | 9.4              |
|                                                                                                                                                              |       |             |
| ASHRAE 52.1  “Gravimetric and Dust Spot Procedures for Testing Air-Cleaning Devices Used  in General Ventilation for Removing Particulate Matter,” 1992 |       | 9.4              |
|                                                                                                                                                              |       |             |
| ASHRAE 62, “Ventilation  for Acceptable Indoor Air Quality,” 1999                                                                                       |       | 9.4              |
|                                                                                                                                                              |       |             |
| ASHRAE 62, “Ventilation  for Acceptable Indoor Air Quality,” 1989                                                                                       |       | 6.4              |

 

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“[**]” in this Exhibit 10.01 indicates material that has been omittedpursuant to a request for confidential treatment and filed separately with theSecurities and Exchange Commission.

 

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|-------------------|------------------------------------------------------------------------------|

 

**Table 1**

**AP1000Codes and Standards (Licensing Basis)**

 
| **Title**                                                                                                                                                                                                                                                                                                                                                                                                                                                          | ** ** | **DCD  Section**    |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|---------------------|
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                         |       |                |
| ASHRAE 126, “Method of  Testing HVAC Air Ducts,” 2000                                                                                                                                                                                                                                                                                                                                                                                                    |       | 9.4                 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |       |                |
| **ASME — American Society of  Mechanical Engineers**                                                                                                                                                                                                                                                                                                                                                                                                          |       |                |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                         |       |                |
| ASME OM Code, “Code for  Operation and Maintenance of Nuclear Power Plants,” 1995 Edition, 1996  Addenda                                                                                                                                                                                                                                                                                                                                                 |       | 3.9                 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |       |                |
| ASME/ANSI AG-1, “Code  on Nuclear Air and Gas Treatment,” 1997                                                                                                                                                                                                                                                                                                                                                                                           |       | 1A, 3.2, 3A, 9.4    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |       |                |
| ASME B16.34, “Valves —  Flanged and Buttwelding End,” 1996                                                                                                                                                                                                                                                                                                                                                                                          |       | 5.4                 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |       |                |
| ASME B30.2, “Overhead &  Gantry Cranes,” 1990                                                                                                                                                                                                                                                                                                                                                                                                        |       | 9.1                 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |       |                |
| ASME B31.1, “Code for  Power Piping,” 1989 Edition, 1989 Addenda                                                                                                                                                                                                                                                                                                                                                                                         |       | 5.2                 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |       |                |
| ASME Boiler and  Pressure Vessel Code, Section II, “Metal Specifications”, 1989 Edition,  1989Addenda, (Class 1, 2, 3 Piping and Components)                                                                                                                                                                                                                                                                                                             |       | 5.2, 5.4            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |       |                |
| ASME Boiler and  Pressure Vessel Code, Section III, Rules for Construction of Nuclear Power  Plant Components, (The baseline used for the evaluations done to support this  safety analysis report and the Design Certification is the 1998 Edition, 2000  Addenda, except as follows: the 1989 Edition, 1989 Addenda is used for  Articles NB-3200, NB-3600, NC-3600, and ND-3600 in lieu of later editions and  addenda.), (Class 1, 2, 3 Piping and Components) |       | 3.9, 5.2, 5.3,  5.4 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |       |                |
| Code Case N-4-11,  “Special Type 403 Modified Forgings or Bars, Section III, Division 1, Class 1  and Class CS”                                                                                                                                                                                                                                                                                                                                          |       | 5.2                 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |       |                |
| Code Case N-20-4,  “SB-163 Nickel-Chromium-Iron Tubing (Alloys 600 and 690) and  Nickel-Iron-Chromium Alloy 800 at a Specified Minimum Yield Strength of 40.0  ksi and Cold Worked Alloy 800 at Yield Strength of 47.0 ksi, Section III,  Division 1, Class 1”                                                                                                                                                                                           |       | 5.2                 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                               |       |                |
| Code Case N-60-5,  “Material for Core Support Structures, Section III, Division 1”                                                                                                                                                                                                                                                                                                                                                                       |       | 5.2                 |

 

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“[**]” in this Exhibit 10.01 indicates material that has been omittedpursuant to a request for confidential treatment and filed separately with theSecurities and Exchange Commission.

 

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|-------------------|------------------------------------------------------------------------------|

 

**Table 1**

**AP1000Codes and Standards (Licensing Basis)**

 
| **Title**                                                                                                                                                                                         | ** ** | **DCD  Section** |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------|
|                                                                                                                                                                                              |       |             |
| Code Case N-71-18, “  Additional Material for Subsection NF, Class 1, 2, 3 and MC Component  Supports Fabricated by Welding, Section III Division 1”                          |       | 5.2              |
|                                                                                                                                                                                              |       |             |
| Code Case N-122-2  “Stress Indices for Integral Structural Attachments Section III,  Division 1, Class 1” 1994                                                                |       | 5.2              |
|                                                                                                                                                                                              |       |             |
| Code Case N-249-14,  “Additional Materials for Subsection NF, Class 1, 2, 3, and MC Supports  Fabricated Without Welding, Section III, Division 1”                            |       | 5.2              |
|                                                                                                                                                                                              |       |             |
| Code Case N-284-1,  “Metal Containment Shell Buckling Design Methods, Section III, Division  1 Class MC”                                                                      |       | 5.2              |
|                                                                                                                                                                                              |       |             |
| Code Case N-318-5,  “Procedure for Evaluation of the Design of Rectangular Cross  Section Attachments on Class 2 or 3 Piping Section III,  Division”                     |       | 5.2              |
|                                                                                                                                                                                              |       |             |
| Code Case N-391-2,  “Procedure for Evaluation of the Design of Hollow Circular Cross  Section Welded Attachments on Class 1 Piping Section III,  Division 1”             |       | 5.2              |
|                                                                                                                                                                                              |       |             |
| Code Case N-319-3,  “Procedure for Evaluation of Stresses in Butt Welding Elbows in Class 1  Piping, Section III, Division 1”                                                 |       | 5.2              |
|                                                                                                                                                                                              |       |             |
| Code Case N-392-3,  “Procedure for Valuation of the Design of Hollow Circular Cross  Section Welded Attachments on Class 2 and 3 Piping  Section III, Division 1”        |       | 5.2              |
|                                                                                                                                                                                              |       |             |
| Code Case-N-474-2,  “Design Stress Intensities and Yield Strength Values for UNS06690 With a  Minimum Yield Strength of 35 ksi, Class 1 Components, Section III,  Division 1” |       | 5.2              |
|                                                                                                                                                                                              |       |             |
| ASME Boiler and Pressure Vessel Code, Section IV, “Non-destructive  Examination,” 1998 Edition, 2000 Addenda, (Class 1, 2, 3 Piping and Components)                           |       | 5.2              |

 

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“[**]” in this Exhibit 10.01 indicates material that has been omittedpursuant to a request for confidential treatment and filed separately with theSecurities and Exchange Commission.

 

10 of 21

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|-------------------|------------------------------------------------------------------------------|

 

**Table 1**

**AP1000Codes and Standards (Licensing Basis)**

 
| **Title**                                                                                                                                                                                                                                                                                                                                                       | ** ** | **DCD  Section** |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------|
|                                                                                                                                                                                                                                                                                                                                                            |       |             |
| ASME Boiler and Pressure Vessel Code, Section V, “Non-destructive  Examination,” 1998 Edition, 2000 Addenda, (Class 1, 2, 3 Piping and Components)                                                                                                                                                                                          |       | 5.4              |
|                                                                                                                                                                                                                                                                                                                                                            |       |             |
| ASME Boiler and  Pressure Vessel Code, Section VIII, Division 1, “Pressure Vessels,” 1998  Edition, 2000 Addenda, (Class 1, 2, 3 Piping and Components)                                                                                                                                                                                     |       | 5.2, 9.3         |
|                                                                                                                                                                                                                                                                                                                                                            |       |             |
| ASME Boiler and  Pressure Vessel Code, Section IX, “Welding and Brazing Qualifications,”  1998 Edition, 2000 Addenda, (Class 1, 2, 3 Piping and Components)                                                                                                                                                                                 |       | 5.2              |
|                                                                                                                                                                                                                                                                                                                                                            |       |             |
| Code Case 2142-1,  “F-Number Grouping for Ni-Cr-Fe, Classification UNS N06052 Filler Metal,  Section IX”                                                                                                                                                                                                                                         |       | 5.2              |
|                                                                                                                                                                                                                                                                                                                                                            |       |             |
| Code Case 2143-1,  “F-Number Grouping for Ni-Cr-Fe, Classification UNS W86152 Welding Electrode,  Section IX”                                                                                                                                                                                                                                    |       | 5.2              |
|                                                                                                                                                                                                                                                                                                                                                            |       |             |
| ASME Code  Section XI (1998 Edition) and mandatory appendices. (Design provisions,  in accordance with Section XI, Article IWA-1500, are incorporated  in the design processes for Class 1 components.) , (Class 1, 2, 3  Piping and Components)                                                                                       |       | 3.9, 5.2, 5.4    |
|                                                                                                                                                                                                                                                                                                                                                            |       |             |
| ASME Code Section XI (1996 Edition) Appendix G                                                                                                                                                                                                                                                                                                             |       | 5.3              |
|                                                                                                                                                                                                                                                                                                                                                            |       |             |
| ASME N509 (R1996),  “Nuclear Power Plant Air Cleaning Units and Components,” 1989                                                                                                                                                                                                                                                                     |       | 1A, 3A, 9.4      |
|                                                                                                                                                                                                                                                                                                                                                            |       |             |
| ASME N510, “Testing of  Nuclear Air Cleaning Systems,” 1989                                                                                                                                                                                                                                                                                           |       | 1A, 9.4          |
|                                                                                                                                                                                                                                                                                                                                                            |       |             |
| ASME NOG-1,  “Rules for Construction of Overhead and Gantry Cranes (Top Running  Bridge, Multiple Girder),” ASME Code, Section IV, Pt. HWL, 1998.                                                                                                                                                                                           |       | 9.1              |
|                                                                                                                                                                                                                                                                                                                                                            |       |             |
| ASME NQA-1, “Quality  Management System,” 1989 edition through NQA-1b-1991, Addenda (DCD identifies  NQA-1 1b 1991 Addenda, however NRC has accepted NQA-1 through NQA-1c-1992,  Addenda as acceptable via Reg Guide 1.28. NQA-1-1c-1992 is to be specified to  be consistent with the ASME Section III Code and Addenda specified in  the DCD.) |       | 17.0             |

 

----

“[**]” in this Exhibit 10.01 indicates material that has been omittedpursuant to a request for confidential treatment and filed separately with theSecurities and Exchange Commission.

 

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|-------------------|------------------------------------------------------------------------------|

 

**Table 1**

**AP1000Codes and Standards (Licensing Basis)**

 
| **Title**                                                                                                                                                  | ** ** | **DCD  Section** |
|------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------|
|                                                                                                                                                       |       |             |
| ASME Performance Test  Code 19.11, 1970                                                                                                                    |       | 10.4             |
|                                                                                                                                                       |       |             |
| **ASTM — American Society of  Testing and Materials**                                                                                                 |       |             |
|                                                                                                                                                       |       |             |
| ASTM A 580,  “Specification for Stainless and Heat-resisting Steel Wire,” 1990                                                                   |       | 4.2              |
|                                                                                                                                                       |       |             |
| ASTM A 609, “Standard  Specification for Longitudinal Beam Ultrasonic Inspection of Carbon and Low  Alloy Steel Castings,” 1991                  |       |             |
|                                                                                                                                                       |       |             |
| ASTM A 615, “Deformed  and Plain Billet Steel Bars for Concrete Reinforcement,” 2001                                                             |       | 3.8              |
|                                                                                                                                                       |       |             |
| ASTM A 706, “Low Alloy  Steel Deformed Bars for Concrete Reinforcement,” 2001                                                                    |       | 3.8              |
|                                                                                                                                                       |       |             |
| ASTM A 970,  “Specification for Welded Headed Bars for Concrete Reinforcement,” 1998                                                             |       | 3.8              |
|                                                                                                                                                       |       |             |
| ASTM C 33,  “Specification for Concrete Aggregates,” 2002                                                                                        |       | 3.8              |
|                                                                                                                                                       |       |             |
| ASTM C 94,  “Specifications for Ready-Mixed Concrete,” 2000                                                                                      |       | 3.8              |
|                                                                                                                                                       |       |             |
| ASTM C 131, “Resistance  to Abrasion of Small Size Coarse Aggregate by Use of the Los Angeles  Machine,” 2001                               |       | 3.8              |
|                                                                                                                                                       |       |             |
| ASTM C 150,  “Specification for Portland Cement,” 2002                                                                                           |       | 3.8              |
|                                                                                                                                                       |       |             |
| ASTM C 260, “Air  Entraining Admixtures for Concrete,” 2001                                                                                      |       | 3.8              |
|                                                                                                                                                       |       |             |
| ASTM C 311, “Sampling  and Testing Fly Ash or Natural Pozzolans for Use as Mineral Admixture in  Portland Cement Concrete,” 2002                 |       | 3.8              |
|                                                                                                                                                       |       |             |
| ASTM C 494, “Chemical  Admixtures for Concrete,” 1999                                                                                            |       | 3.8              |
|                                                                                                                                                       |       |             |
| ASTM C 535, “Test  Method for Resistance to Degradation of Large-Size Coarse Aggregate by  Abrasion and Impact in the Los Angeles Machine,” 2001 |       | 3.8              |
|                                                                                                                                                       |       |             |
| ASTM C 618, “Fly Ash  and Raw or Calcined Natural Pozzolans for Use in Portland Cement Concrete,”  2001                                          |       | 3.8              |

 

----

“[**]” in this Exhibit 10.01 indicates material that has been omittedpursuant to a request for confidential treatment and filed separately with theSecurities and Exchange Commission.

 

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| Execution Version | Confidential  Trade Secret Information—Subject to Restricted Procedures |
|-------------------|------------------------------------------------------------------------------|

 

**Table 1**

**AP1000Codes and Standards (Licensing Basis)**

 
| **Title**                                                                                                                                                                                                                                                                         | ** ** | **DCD  Section** |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------|
|                                                                                                                                                                                                                                                                              |       |             |
| ASTM D 512, “Chloride  Ion in Industrial Water,” 1999                                                                                                                                                                                                                   |       | 3.8              |
|                                                                                                                                                                                                                                                                              |       |             |
| ASTM D 1888, “Particulate  and Dissolved Matter in Industrial Water.”                                                                                                                                                                                                   |       | 3.8              |
|                                                                                                                                                                                                                                                                              |       |             |
| ASTM E 142, “Methods  for Controlling Quality of Radiographic Testing,” 1986                                                                                                                                                                                            |       | 4.2              |
|                                                                                                                                                                                                                                                                              |       |             |
| ASTM E 165, “Practice  for Liquid Penetrant Inspection Method,” 1995                                                                                                                                                                                                    |       | 5.4              |
|                                                                                                                                                                                                                                                                              |       |             |
| ASTM E 185, “Standard  Practice for Conducting Surveillance Tests for Light-Water Cooled Nuclear  Power Reactor Vessels,” 1982                                                                                                                                          |       | 5.3              |
|                                                                                                                                                                                                                                                                              |       |             |
| ASTM E 741, “Standard  Test Methods for Determining Air Change in a Single Zone by Means of a Tracer  Gas Dilution,” 2000                                                                                                                                               |       | 6.4, 9.4         |
|                                                                                                                                                                                                                                                                              |       |             |
| **AWWA — American Water Works  Association**                                                                                                                                                                                                                                 |       |             |
|                                                                                                                                                                                                                                                                              |       |             |
| AWWA D100, “Welded  Steel Tanks for Water Storage,” 1984                                                                                                                                                                                                                |       | 3.2              |
|                                                                                                                                                                                                                                                                              |       |             |
| **AWS — American Welding Society******                                                                                                                                                                                                                                       |       |             |
| ** **                                                                                                                                                                                                                                                                        |       |             |
| AWS D1.1 Structural  Welding Code — 2000 - Steel****Covers the design, welding and examination of welded  structural steel 1/8” and thicker. It allows for both pre-qualified and non  prequalified welding procedures.****AWS D 1.4-98Reinforcing  Steel Welding Code, |       | 3.8.3.2          |
|                                                                                                                                                                                                                                                                              |       |             |
| **CMAA — Crane Manufacturers  Association of America**                                                                                                                                                                                                                       |       |             |
|                                                                                                                                                                                                                                                                              |       |             |
| CMAA Specifications,  “Specification for Electric Overhead Traveling Cranes,” 1999                                                                                                                                                                                      |       | 9.1              |

 

----

“[**]” in this Exhibit 10.01 indicates material that has been omittedpursuant to a request for confidential treatment and filed separately with theSecurities and Exchange Commission.

 

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|-------------------|------------------------------------------------------------------------------|

 

**Table 1**

**AP1000Codes and Standards (Licensing Basis)**

 
| **Title**                                                                                                                                                      | ** ** | **DCD  Section**   |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------|
|                                                                                                                                                           |       |               |
| **FEMA — Federal Emergency  Management Agency**                                                                                                           |       |               |
|                                                                                                                                                           |       |               |
| FEMA 356, “Prestandard  and Commentary for the Seismic Rehabilitation of Buildings,” 2000                                                            |       | 3.7                |
|                                                                                                                                                           |       |               |
| **IEEE — Institute of Electrical  and Electronics Engineers**                                                                                             |       |               |
|                                                                                                                                                           |       |               |
| IEEE Standard 7-4.3.2,  “IEEE Standard Criteria for Digital Computers in Safety Systems of Nuclear  Power Generating Stations,” 1993                 |       | 1A, 7.1            |
|                                                                                                                                                           |       |               |
| IEEE Standard 98, “IEEE  Standard for the Preparation of Test Procedures for the Thermal Evaluation of  Solid Electrical Insulating Materials,” 1984 |       | 3D                 |
|                                                                                                                                                           |       |               |
| IEEE Standard 100,  “IEEE Standard Dictionary of Electrical and Electronic Terms,” 1996                                                              |       | 3D                 |
|                                                                                                                                                           |       |               |
| IEEE Standard 141,  “IEEE Recommended Practice for Electric Power Distribution for Industrial  Plants,” (IEEE Red Book), 1993                        |       | 8.3                |
|                                                                                                                                                           |       |               |
| IEEE Standard 242,  “IEEE Recommended Practice for Protection and Coordination of Industrial and  Commercial Power Systems” (IEEE Buff Book), 1986   |       | 8.3                |
|                                                                                                                                                           |       |               |
| IEEE Standard 279,  “IEEE Standard Criteria for Protection Systems for Nuclear Power Generating  Stations,” 1971                                     |       | 1A                 |
|                                                                                                                                                           |       |               |
| IEEE Standard 281,  “IEEE Standard Service Conditions for Power System Communication Equipment,”  1984                                               |       | 9.5                |
|                                                                                                                                                           |       |               |
| IEEE Standard 308,  “IEEE Standard Criteria for Class 1E Power Systems for Nuclear Power  Generating Stations,” 1991                            |       | 1A, 8.1, 8.3       |
|                                                                                                                                                           |       |               |
| IEEE Standard 317,  “IEEE Standard for Electric Penetrations Assemblies in Containment Structures  for Nuclear Power Generating Stations,” 1983      |       | 1.9, 1A, 8.1,  8.3 |
|                                                                                                                                                           |       |               |
| IEEE Standard 323,  “IEEE Standard for Qualifying Class 1E Equipment for Nuclear Power  Generating Stations,” 1974                              |       | 1.9, 1A, 3.2,  8.1 |

 

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“[**]” in this Exhibit 10.01 indicates material that has been omittedpursuant to a request for confidential treatment and filed separately with theSecurities and Exchange Commission.

 

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**Table 1**

**AP1000Codes and Standards (Licensing Basis)**

 
| **Title**                                                                                                                                                                          | ** ** | **DCD  Section**   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------|
|                                                                                                                                                                               |       |               |
| IEEE Standard 338,  “IEEE Standard Criteria for the Periodic Surveillance Testing of Nuclear  Power Generating Stations Safety Systems,” 1987                            |       | 1.9, 1A, 8.1       |
|                                                                                                                                                                               |       |               |
| IEEE Standard 344,  “IEEE Recommended Practice for Seismic Qualification of Class 1E  Equipment for Nuclear Power Generating Stations,” 1987                        |       | 3.2, 3F, 8.1       |
|                                                                                                                                                                               |       |               |
| IEEE Standard 379,  “IEEE Standard Application of the Single-Failure Criterion to Nuclear Power  Generating Station Safety Systems,” 2000                                |       | 1A, 8.1            |
|                                                                                                                                                                               |       |               |
| IEEE Standard 381,  “IEEE Standard Criteria for Type Test of Class 1E Modules used in  Nuclear Power Generating Stations,” 1977                                     |       | 3D                 |
|                                                                                                                                                                               |       |               |
| IEEE Standard 382,  “IEEE Standard for Qualification of Actuators for Power-Operated Valve  Assemblies with Safety-Related Functions for Nuclear Power Plants,” 1996     |       | 1A, 8.1            |
|                                                                                                                                                                               |       |               |
| IEEE Standard 383,  “IEEE Standard for Type Test of Class 1E Electric Cables, Field Splices,  and Connections for Nuclear Power Generating Stations,” 1974          |       | 8.1, 9.5           |
|                                                                                                                                                                               |       |               |
| IEEE Standard 384,  “IEEE Standard Criteria for Independence of Class 1E Equipment and  Circuits,” 1981                                                             |       | 1A, 1.9, 8.1,  8.3 |
|                                                                                                                                                                               |       |               |
| IEEE Standard 420,  “IEEE Standard for the Design and Qualification of Class 1E Control  Boards, Panels, and Racks Used in Nuclear Power Generating Stations,” 1982 |       | 7.1                |
|                                                                                                                                                                               |       |               |
| IEEE Standard 422,  “Guide for the Design and Installation of Cable Systems in Power Generating  Stations,” 1986                                                         |       | 8.3                |
|                                                                                                                                                                               |       |               |
| IEEE Standard 450,  “IEEE Recommended Practice for Maintenance, Testing, and Replacement of  Vented Lead-Acid Batteries for Stationary Applications,” 1995               |       | 8.1, 8.3           |
|                                                                                                                                                                               |       |               |
| IEEE Standard 484,  “IEEE Recommended Practice for Installation Design and Installation of Vented  Lead-Acid Batteries for Stationary Applications,” 1996                |       | 1A, 8.1            |

 

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“[**]” in this Exhibit 10.01 indicates material that has been omittedpursuant to a request for confidential treatment and filed separately with theSecurities and Exchange Commission.

 

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**Table 1**

**AP1000Codes and Standards (Licensing Basis)**

 
| **Title**                                                                                                                                                                         | ** ** | **DCD  Section** |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------|
|                                                                                                                                                                              |       |             |
| IEEE Standard 485,  “IEEE Recommended Practice for Sizing Lead-Acid Batteries for Stationary  Applications,” 1997                                                       |       | 8.3              |
|                                                                                                                                                                              |       |             |
| IEEE Standard 494,  “IEEE Standard Method for Identification of Documents Related to  Class 1E Equipment and Systems for Nuclear Power Generating Stations,”  1974 |       | 3D               |
|                                                                                                                                                                              |       |             |
| IEEE Standard 535,  “IEEE Standard for Qualification of Class 1E Lead Storage Batteries for  Nuclear Power Generating Stations,” 1986                              |       | 1A               |
|                                                                                                                                                                              |       |             |
| IEEE Standard 572,  “IEEE Standard for Qualification of Class 1E Connection Assemblies for  Nuclear Power Generating Stations,” 1985                               |       | 3D               |
|                                                                                                                                                                              |       |             |
| IEEE Standard 603,  “IEEE Standard Criteria for Safety Systems for Nuclear Power Generating  Stations,” 1991                                                            |       | 1A, 7.1          |
|                                                                                                                                                                              |       |             |
| IEEE Standard 627,  “IEEE Standard for Design Qualification of Safety System Equipment Used in  Nuclear Power Generating Stations,” 1980                                |       | 7.1              |
|                                                                                                                                                                              |       |             |
| IEEE Standard 649,  “IEEE Standard for Qualifying Class 1E Motor Control Centers for Nuclear  Power Generating Stations,” 1991                                     |       | 3D               |
|                                                                                                                                                                              |       |             |
| IEEE Standard 650,  “IEEE Standard for Qualification of Class 1E Static Battery Chargers and  Inverters for Nuclear Power Generating Stations,” 1990               |       | 3D               |
|                                                                                                                                                                              |       |             |
| IEEE Standard 665,  “IEEE Guide for Generating Station Grounding,” 1995                                                                                                 |       | 8.3              |
|                                                                                                                                                                              |       |             |
| IEEE Standard 741,  “IEEE Standard Criteria for the Protection of Class 1E Power Systems and  Equipment in Nuclear Power Generating Stations,” 1997                |       | 1A, 8.1, 8.3     |
|                                                                                                                                                                              |       |             |
| IEEE Standard 828,  “IEEE Standard for Software Configuration Management Plans,” 1990                                                                                   |       | 7.1              |
|                                                                                                                                                                              |       |             |
| IEEE Standard 829,  “IEEE Standard for Software Test Configuration,” 1983                                                                                               |       | 7.1              |

 

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“[**]” in this Exhibit 10.01 indicates material that has been omittedpursuant to a request for confidential treatment and filed separately with theSecurities and Exchange Commission.

 

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**Table 1**

**AP1000Codes and Standards (Licensing Basis)**

 
| **Title**                                                                                                                                                                                                             | ** ** | **DCD  Section** |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------|
|                                                                                                                                                                                                                  |       |             |
| IEEE Standard 830,  “Recommended Practice for Software Requirements Specifications,” 1993                                                                                                                   |       | 7.1              |
|                                                                                                                                                                                                                  |       |             |
| IEEE Standard 946,  “IEEE Recommended Practice for the Design of DC Auxiliary Power Systems for  Generating Stations,” 1992                                                                                 |       | 8.3              |
|                                                                                                                                                                                                                  |       |             |
| IEEE Standard 1012,  “IEEE Standard for Software Verification and Validation Plans,” 1986                                                                                                                   |       | 7.1              |
|                                                                                                                                                                                                                  |       |             |
| IEEE Std 1023-2004,  “IEEE Recommended Practice for the Application of Human Factors Engineering  to Systems, Equipment and Facilities of Nuclear Power Generating Stations and  Other Nuclear Facilities.” |       | 18.8             |
|                                                                                                                                                                                                                  |       |             |
| IEEE Standard 1028,  “IEEE Standard for Software Reviews and Audits,” 1988                                                                                                                                  |       | 7.1              |
|                                                                                                                                                                                                                  |       |             |
| IEEE Standard 1042,  “IEEE Guide to Software Configuration Management,” 1987                                                                                                                                |       | 7.1              |
|                                                                                                                                                                                                                  |       |             |
| IEEE Standard 1050,  “IEEE Guide for Instrumentation and Control Equipment Grounding in Generating  Stations,” 1996                                                                                         |       | 8.3, 7.1         |
|                                                                                                                                                                                                                  |       |             |
| IEEE Standard 1074,  “Standard for Developing Software Life Cycle Processes,” 1995                                                                                                                          |       | 7.1              |
|                                                                                                                                                                                                                  |       |             |
| IEEE Standard 1202,  “IEEE Standard for Flame Testing of Cables for Use in Cable Tray in  Industrial and Commercial Occupancies,” 1991                                                                      |       | 8.1, 1A, 9.5     |
|                                                                                                                                                                                                                  |       |             |
| IEEE Std 1289-1998,  “IEEE Guide for the Application of Human Factors Engineering in the Design of  Computer-Based Monitoring and Control Displays for Nuclear Power Generating  Stations.”                 |       | 18.8             |
|                                                                                                                                                                                                                  |       |             |
| IEEE Standard C37.98,  “IEEE Standard for Seismic Testing of Relays,” 1987                                                                                                                                  |       | 3D               |
|                                                                                                                                                                                                                  |       |             |
| **ISA — Instrumentation, Systems  and Automation Society**                                                                                                                                                       |       |             |
|                                                                                                                                                                                                                  |       |             |
| ISA S7.3, “Quality  Standard for Instrument Air,” 1981                                                                                                                                                      |       | 9.3              |

 

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“[**]” in this Exhibit 10.01 indicates material that has been omittedpursuant to a request for confidential treatment and filed separately with theSecurities and Exchange Commission.

 

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**Table 1**

**AP1000Codes and Standards (Licensing Basis)**

 
| **Title**                                                                                               | ** ** | **DCD  Section** |
|---------------------------------------------------------------------------------------------------------|------------|------------------|
|                                                                                                    |       |             |
| **MIL — Military Standards and  Specifications**                                                   |       |             |
|                                                                                                    |       |             |
| MIL-HDBK-759C, “Human  Engineering Design Guidelines,” 1995                                   |       | 6.4              |
|                                                                                                    |       |             |
| MIL-STD 1472E, “Human  Engineering,” 1996                                                     |       | 6.4              |
|                                                                                                    |       |             |
| **NEMA — National Electrical  Manufacturers Association**                                          |       |             |
|                                                                                                    |       |             |
| NEMA MG-1, “Motors and  Generators,” Revision 1, 1998                                         |       | 3.2              |
|                                                                                                    |       |             |
| NEMA Standard  Publication No. VE 1-1998, Metallic Cable Tray Systems                              |       | 3F               |
|                                                                                                    |       |             |
| **NFPA — National Fire Protection  Association**                                                   |       |             |
|                                                                                                    |       |             |
| NFPA 10, “Standard for  Portable Fire Extinguishers,” 1998                                    |       | 9.5              |
|                                                                                                    |       |             |
| NFPA 13, “Standard for  the Installation of Sprinkler Systems,” 1999                          |       | 9.5              |
|                                                                                                    |       |             |
| NFPA 14, “Standard for  Installation of Standpipe, Private Hydrants, and Hose Systems,” 2000  |       | 9.5              |
|                                                                                                    |       |             |
| NFPA 15, “Standard for  Water Spray Fixed Systems for Fire Protection,” 2001                  |       | 9.5              |
|                                                                                                    |       |             |
| NFPA 20, “Standard for  the Installation of Stationary Pumps for Fire Protection,” 1999       |       | 9.5              |
|                                                                                                    |       |             |
| NFPA 22, “Standard for  Water Tanks for Private Fire Protection,” 1998                        |       | 9.5              |
|                                                                                                    |       |             |
| NFPA 24, “Standard for  Installation of Private Fire Service Mains and Fire Protection,” 1995 |       | 9.5              |
|                                                                                                    |       |             |
| NFPA 30, “Flammable and Combustible Liquids Code,” 2000                                       |       | 9.5              |
|                                                                                                    |       |             |
| NFPA 50A, “Standard for  Gaseous Hydrogen Systems at Consumer Sites,” 1999                    |       | 9.5              |

 

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“[**]” in this Exhibit 10.01 indicates material that has been omittedpursuant to a request for confidential treatment and filed separately with theSecurities and Exchange Commission.

 

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**Table 1**

**AP1000Codes and Standards (Licensing Basis)**

 
| **Title**                                                                                                              | ** ** | **DCD  Section** |
|------------------------------------------------------------------------------------------------------------------------|------------|------------------|
|                                                                                                                   |       |             |
| NFPA 50B, “Standard for  Liquefied Hydrogen Systems at Consumer Sites,” 1999                                 |       | 9.5              |
|                                                                                                                   |       |             |
| NFPA 70, “National  Electrical Code (NEC),” 1999                                                             |       | 8.3, 9.5         |
|                                                                                                                   |       |             |
| NFPA 72, “National Fire  Alarm Code,” 1999                                                                   |       | 9.5              |
|                                                                                                                   |       |             |
| NFPA 90A, “Installation  of Air-Conditioning and Ventilation Systems,” 1999                                  |       | 9.4              |
|                                                                                                                   |       |             |
| NFPA 92A, “Recommended  Practice for Smoke Control Systems,” 2000                                            |       | 9.4, 9A          |
|                                                                                                                   |       |             |
| NFPA 780, “Standard for  the Installation of Lighting Protection Systems,” 2000                              |       | 8.3, 9.5         |
|                                                                                                                   |       |             |
| NFPA 804, “Standard for  Fire Protection for Advanced Light Water Reactor Electric Generating Plants,”  2001 |       | 9.5              |
|                                                                                                                   |       |             |
| **SMACNA — Sheet Metal and Air  Conditioning Contractors National Association**                                   |       |             |
|                                                                                                                   |       |             |
| SMACNA, “HVAC Duct  Construction Standards - Metal and Flexible,” Second Edition 1995                        |       | 3A, 9.4          |
|                                                                                                                   |       |             |
| SMACNA, “HVAC Systems —  Testing, Adjusting, and Balancing,” 1993                                       |       | 9.4              |
|                                                                                                                   |       |             |
| SMACNA, “Rectangular  Industrial Duct Construction Standards,” 1980                                          |       | 9.4              |
|                                                                                                                   |       |             |
| SMACNA, “HVAC Duct  Construction Standards - Metal and Flexible,” 1985                                       |       | 3.2              |
|                                                                                                                   |       |             |
| SMACNA, “Round  Industrial Duct Construction Standard,” 1999                                                 |       | 9.4              |
|                                                                                                                   |       |             |
| SMACNA, “HVAC Duct  Leakage Test Manual,” 1985                                                               |       | 9.4              |
|                                                                                                                   |       |             |
| **UBC — Uniform Building Code**                                                                                   |       |             |
|                                                                                                                   |       |             |
| UBC, “Uniform Building  Code,” 1997                                                                          |       | 3.2              |

 

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“[**]” in this Exhibit 10.01 indicates material that has been omittedpursuant to a request for confidential treatment and filed separately with theSecurities and Exchange Commission.

 

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**Table 1**

**AP1000Codes and Standards (Licensing Basis)**

 
| **Title**                                                                          | ** ** | **DCD  Section** |
|------------------------------------------------------------------------------------|------------|------------------|
|                                                                               |       |             |
| **UL — Underwriters  Laboratories, Inc.**                                |       |             |
|                                                                               |       |             |
| UL 555, “Safety Fire  Dampers,” 1999                                     |       | 9.4              |
|                                                                               |       |             |
| UL 555S, “Leakage Rated  Dampers for Use in Smoke Control Systems,” 1999 |       | 9.4              |
|                                                                               |       |             |
| UL 586,  “High-Efficiency, Particulate, Air-Filter Units,” 1996          |       | 9.4              |
|                                                                               |       |             |
| UL 900, “Test  Performance of Air-Filter Unit,” 1994                     |       | 9.4              |
|                                                                               |       |             |
| UL 1995, “Heating and  Cooling Equipment,” 1995                          |       | 9.4              |
|                                                                               |       |             |
| UL 1996, “Electric Duct  Heating,” 1996                                  |       | 9.4              |

 

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“[**]” in this Exhibit 10.01 indicates material that has been omittedpursuant to a request for confidential treatment and filed separately with theSecurities and Exchange Commission.

 

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**Table 2**

**AP1000 Codes and Standards (not found in Licensing Basis)**

 
| **Title**                                                                                                                     | ** ** | **Reference** |
|-------------------------------------------------------------------------------------------------------------------------------|------------|---------------|
| ** **                                                                                                                    | ** ** | ** **    |
| ASME NQA-2 Quality  Assurance Requirements for Nuclear Power Plants 1989 Edition, through  NQA-1c-1992, Addenda               |       | None          |
|                                                                                                                          |       |          |
| American Society for  Nondestructive Testing SNT-TC-1A, “Recommended Practice for Non-Destructive  Testing 1992 Edition. |       | None          |
|                                                                                                                          |       |          |
| CP-189 Qualification  and Certification of Nondestructive Testing Personnel 1995 Edition                                      |       | None          |

 

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“[**]” in this Exhibit 10.01 indicates material that has been omittedpursuant to a request for confidential treatment and filed separately with theSecurities and Exchange Commission.

 

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**EXHIBIT O-1**

 

**Proprietary Data Agreement**

 

[**This entire five-page exhibithas been omitted pursuant to a request for confidential treatment and filedseparately with the Securities and Exchange Commission.]

 

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“[**]” in this Exhibit 10.01indicates material that has been omitted pursuant to a request for confidentialtreatment and filed separately with the Securities and Exchange Commission.

 

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|-------------------|------------------------------------------------------------------------------|

 

**EXHIBIT O-2**

 

**List of Intellectual Property Subject toThird-Party License Terms**

 

[**This entire one-page exhibit has been omittedpursuant to a request for confidential treatment and filed separately with theSecurities and Exchange Commission.]

 

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“[**]” in this Exhibit 10.01indicates material that has been omitted pursuant to a request for confidentialtreatment and filed separately with the Securities and Exchange Commission.

 

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|-------------------|------------------------------------------------------------------------------|

 

**EXHIBITP-1**

**AP1000 —MajorSubcontractors / Suppliers**

 
| **Approved Supplier** | ** ** | **Potential  Components / Services to be Supplied**                                                    |
|-----------------------|------------|--------------------------------------------------------------------------------------------------------|
| [**]                  |       | I&C equipment                                                                                      |
| [**]                  |       | Gas packages                                                                                           |
| [**]                  |       | S/G, RV and Head,  Containment Air Baffle, modules, tanks, PZR, Rx coolant piping, containment  vessel |
| [**]                  |       | Electrodeionization  Units                                                                             |
| [**]                  |       | Diesel Generators                                                                                      |
| [**]                  |       | Containment Vessel,  Containment Air Baffle, PZR, Containment Erection                                 |
| [**]                  |       | Valves                                                                                                 |
| [**]                  |       | Valves                                                                                                 |
| [**]                  |       | Valves                                                                                                 |
| [**]                  |       | Reactor Coolant Pumps,  CRDMS, BOP Pumps                                                               |
| [**]                  |       | S/G, RV and Head, Rx  Internals, PZR, Rx coolant piping                                                |
| [**]                  |       | Valves                                                                                                 |
| [**]                  |       | Modules                                                                                                |
| [**]                  |       | I&C equipment                                                                                      |
| [**]                  |       | Valves                                                                                                 |
| [**]                  |       | Instrumentation                                                                                        |
| [**]                  |       | Batteries, Battery  chargers                                                                           |
| [**]                  |       | S/G, RV and Head, PZR                                                                                  |
| [**]                  |       | Valves, BOP Pumps                                                                                      |
| [**]                  |       | Breakers                                                                                               |
| [**]                  |       | Modules                                                                                                |
| [**]                  |       | Batteries, Battery  chargers                                                                           |
| [**]                  |       | Make-up tanks,  Accumulator Tanks                                                                      |
| [**]                  |       | Pumps                                                                                                  |
| [**]                  |       | Squib valves,  containment electrical penetrations                                                     |
| [**]                  |       | Incore Instruments                                                                                     |
| [**]                  |       | Containment Air Baffle,  PZR                                                                           |
| [**]                  |       | Various pumps                                                                                          |
| [**]                  |       | Rx Internals                                                                                           |
| [**]                  |       | RHR pumps                                                                                              |

 

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“[**]”in this Exhibit 10.01 indicates material that has been omitted pursuant to arequest for confidential treatment and filed separately with the Securities andExchange Commission.

 

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|-------------------|------------------------------------------------------------------------------|

 
| **Approved Supplier** | ** ** | **Potential  Components / Services to be Supplied**           |
|-----------------------|------------|---------------------------------------------------------------|
| [**]                  |       | Modules, Containment  Vessel                                  |
| [**]                  |       | Batteries, Battery  chargers                                  |
| [**]                  |       | Refueling Equipment,  Polar Crane, other cranes               |
| [**]                  |       | Valves                                                        |
| [**]                  |       | Reactor Integrated Head  Package Components                   |
| [**]                  |       | Reactor Integrated Head  Package Components                   |
| [**]                  |       | Rx Internals components                                       |
| [**]                  |       | Variable Frequency  Drive Unit for RCPs                       |
| [**]                  |       | Valves                                                        |
| [**]                  |       | Cooling towers                                                |
| [**]                  |       | Valves                                                        |
| [**]                  |       | Containment Air Baffle                                        |
| [**]                  |       | Valves                                                        |
| [**]                  |       | Valves                                                        |
| [**]                  |       | Piping (Supplier),  Modules                                   |
| [**]                  |       | Valves, BOP Pumps                                             |
| [**]                  |       | Rx coolant piping                                             |
| [**]                  |       | Turbine Generator,  Electrical distribution, heavy components |
| [**]                  |       | Reflective Insulation                                         |
| [**]                  |       | Valves                                                        |
| [**]                  |       | BOP Pumps                                                     |
| [**]                  |       | Valves                                                        |
| [**]                  |       | Instrumentation                                               |
| [**]                  |       | Transformers, load  centers, switchgear                       |
| [**]                  |       | Rx Internals, CRDMs                                           |
| [**]                  |       | Valves                                                        |
| [**]                  |       | Cooling Tower                                                 |

 

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“[**]”in this Exhibit 10.01 indicates material that has been omitted pursuant to arequest for confidential treatment and filed separately with the Securities andExchange Commission.

 

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**EXHIBITP-2**

**SUBCONTRACTORSFOR**

**SITECONSTRUCTION AND RELATED FIELD SERVICES**

** **
| **WORK  SCOPE**                      | **POTENTIAL  SUBCONTRACTORS** |
|--------------------------------------|-------------------------------|
| Grubbing and Site  Clearing          | [**]                          |
| Excavation and Backfill              | [**]                          |
| Surveying Control & Support | [**]                          |
| Grading & Paving            | [**]                          |
| Railroad Trackwork                   | [**]                          |
| Major Lifts and Rigging              | [**]                          |

 

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“[**]”in this Exhibit 10.01 indicates material that has been omitted pursuant to arequest for confidential treatment and filed separately with the Securities andExchange Commission.

 

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|-------------------|------------------------------------------------------------------------------|

 
| **WORK  SCOPE**                                         | **POTENTIAL  SUBCONTRACTORS** |
|---------------------------------------------------------|-------------------------------|
| Pre-Engineered Buildings  ( Offices, Shops, Warehouses) | [**]                          |
| Soils &  Concrete Testing Services             | [**]                          |
| Specialty Machining &  Welding                 | [**]                          |
| Caissons/Pilings (if  applicable)                       | [**]                          |
| Field Erected Tanks                                     | [**]                          |
| HVAC (Furnish &  Install)                      | [**]                          |
| Underground Utilities                                   | [**]                          |
| Transformers/Switchyard                                 | [**]                          |
| Cooling Tower                                           | [**]                          |

 

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“[**]”in this Exhibit 10.01 indicates material that has been omitted pursuant to arequest for confidential treatment and filed separately with the Securities andExchange Commission.

 

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|-------------------|------------------------------------------------------------------------------|

 
| **WORK  SCOPE**                        | **POTENTIAL  SUBCONTRACTORS** |
|----------------------------------------|-------------------------------|
| Built-Up Roofing                       | [**]                          |
| Specialty Coatings                     | [**]                          |
| Fire Protection/  Sprinklers           | [**]                          |
| Fire Alarm & Detection System | [**]                          |
| Fireproofing                           | [**]                          |
| Containment Erection                   | [**]                          |
| Pipe &  Equipment Insulation  | [**]                          |

 

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“[**]”in this Exhibit 10.01 indicates material that has been omitted pursuant to arequest for confidential treatment and filed separately with the Securities andExchange Commission.

 

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|-------------------|------------------------------------------------------------------------------|

 
| **WORK  SCOPE**                                        | **POTENTIAL  SUBCONTRACTORS** |
|--------------------------------------------------------|-------------------------------|
| Concrete Batch Plant  Furnish & Erect         | [**]                          |
| Concrete Supply &  Pumping                    | [**]                          |
| Elevators                                              | [**]                          |
| Piping (Supplier)                                      | [**]                          |
| Module Fabrication                                     | [**]                          |
| Instrumentation                                        | [**]                          |
| Janitorial Services                                    | [**]                          |
| Construction Security                                  | [**]                          |
| Construction Fencing                                   | [**]                          |
| Waste Management  Services                             | [**]                          |
| DEWATERING Services                                    | [**]                          |
| Total Site Development                                 | [**]                          |
| Off-critical path BOP  electrical/mechanical           | [**]                          |
| Turbine Island                                         | [**]                          |
| Major Heavy  Civil-Rebar, Formwork, Concrete Placement | [**]                          |

 

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“[**]”in this Exhibit 10.01 indicates material that has been omitted pursuant to arequest for confidential treatment and filed separately with the Securities andExchange Commission.

 

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**EXHIBIT Q**

**EquipmentWith Owner-Designated Witness And Hold Points**

 
| **Potential Components to be  Supplied** | ** ** | **Supplier**                                               |
|------------------------------------------|------------|------------------------------------------------------------|
| Steam Generators                         |       | Doosan Heavy Industries &  Construction Co., Ltd. |
| Reactor Vessel                           |       | Doosan Heavy Industries &  Construction Co., Ltd. |
| Reactor Vessel Head                      |       | Doosan Heavy Industries &  Construction Co., Ltd. |
| Main Turbine and  Generator              |       | Toshiba                                                    |
| Pressurizer                              |       | Ansaldo Camozzi                                            |
| Reactor Coolant Pumps                    |       | Curtiss-Wright  Electro-Mechanical Division                |
| Control Rod Drive  Mechanisms            |       | Curtiss-Wright  Electro-Mechanical Division                |
| Reactor Coolant Piping                   |       | Tioga Pipe Supply                                          |
| Core Makeup Tanks                        |       | IHI Corporation                                            |

 

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**EXHIBITR**

**DescriptionOf Site**

 

The Units will be locatedon the property owned by SCE&G south of the existing VC Summer Unit 1. TheSite is located in Jenkinsville, South Carolina.

 

The Site Boundary andSite plan drawings are provided in Figures attached.

 

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V.C. Summer Unit 2 and 3Site Boundary

 

 

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**EXHIBIT S**

**EEO and Small Business Regulations**

** **

To the extent required byapplicable Laws, all government regulations concerning equal employment,affirmative action and the utilization of small, small disadvantaged andwomen-owned businesses are incorporated into this Agreement by reference,including but not limited to, the following federal regulations, executiveorders, and the statutory authority for these regulations as referenced in theregulations:

 

**If this Agreement (together with other contracts with Contractor) is inthe amount of $10,000.00 or more and not otherwise exempt:**

 

1.               41 C.F.R. § 60-1.4(a), Equal Opportunity Clause, 48 C.F.R. § 52.222-26;48 C.F.R. § 52.222-21, Prohibition of Segregated Facilities.

2.               41 C.F.R. § 60-741.4, Section 503 of the Rehabilitation Act of 1973 and41 C.F.R. § 60-741.5(a), Equal Opportunity for Workers with Disabilities; 48C.F.R. § 52.222-36.

 

**If this Agreement (together with other contracts withContractor) is in the amount of $25,000 or more and not otherwise exempt:**

 

1.               41 C.F.R. § 60-250.5(a), Equal Opportunity for Special Disabled Veterans,Veterans of the Vietnam Era, Recently Separated Veterans, and Other ProtectedVeterans; 48 C.F.R. § 52.222-35.

 

**If Contractor has 50 or moreemployees and if this Agreement is an amount of $50,000 or more and is nototherwise exempt:**

 

1.               48 C.F.R. § 22.804-1, Affirmative ActionPrograms; 48 C.F.R. § 52.222-25, Affirmative Action Compliance.

 

**If thisAgreement is in an amount that may exceed $550,000.00 and is not otherwiseexempt:**

 

1.               48 C.F.R. § 52.219-8, Utilization of Small Business Concerns.

2.               48 C.F.R. § 52.219-9, Small Business and Small Disadvantaged andWomen-Owned Small Business Subcontracting Plan Clause.

3.               Contractor shall provide Owner with an aggressive Commercial Plan thatmeets both the spirit and intent of Title 48 of the C.F.R., while saving Ownersome of the administrative costs associated with the full implementation of aSmall Business Subcontracting Plan per 48 C.F.R. § 52.219.9.

 

**To the extent required bylaw, executive order or regulation:**

 

1.               29 C.F.R. Part 1625,Executive Order 11141 (Discrimination on the Basis of Age), Public Law 90-202(Age Discrimination in Employment Act of 1967) and the Age Discrimination inEmployment Act.

 

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Contractorand its Subcontractors hereunder by virtue of any or all of theabove-referenced statutory, regulatory, or executive order requirement, orother requirements, may be required to comply with certain record keeping,reporting or affirmative action requirements, and those requirements areincorporated herein by reference.  Itshall be the obligation of Contractor and its Subcontractors to make themselvesaware of and to understand the legislative, executive, and regulatoryrequirements that apply to their performance of obligations under thisAgreement.  Failure to do so shall notexcuse their application to this Agreement.

 

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**EXHIBIT T**

**[Not Used]**

 

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**EXHIBIT U**

**Owner Controlled Insurance Program (OCIP)Description and Terms**

 

Capitalized terms usedherein and not otherwise defined herein have the meanings assigned to suchterms in the Agreement to which this Exhibit U is appended.

 

Owner has the option ofimplementing an Owner Controlled Insurance Program (“OCIP”) for Phase II. Atleast six (6) months prior to the beginning of Phase II, Contractor shallcomplete and provide to Owner an Insurance Premium Worksheet (the “InsurancePremium Worksheet”) in a form provided by Owner.  The Insurance Premium Worksheet will requireContractor to disclose its estimated costs and markups for insurance.  Owner will utilize the contents of thisInsurance Premium Worksheet to decide whether or not to implement theOCIP.  Owner may review the InsurancePremium Worksheet with third party insurance brokers who are not competitors ofthe Contractor subject to Section 19.2(c), and Contractor agrees to cooperatewith such review. Owner will notify Contractor at least three (3) months priorto start if Phase II if Owner will not exercise this option.  If such notice is not received by such date,Owner shall be deemed to have exercised such option.  Should Owner elect not to implement the OCIP,Contractor will provide either a CCIP program or a standard insurance programconsistent with the insurance coverages required by Section 16.2 of theAgreement, in either case, on a Time and Material Basis.

 

Owner will, through theOCIP, procure and maintain at all times, starting on the first day of  Phase II and continuing during theperformance of the Agreement, unless canceled as noted herein, and for suchextension periods for completed operations, at its own expense, Workers’Compensation and Employer’s Liability, Commercial General Liability, andUmbrella/Excess Liability insurance coverages. The deductibles under the OCIP shall be the responsibility of Owner. Ifan OCIP is implemented by Owner, then Contractor and all applicableSubcontractors will be required to participate as further described in thisExhibit.

 

***EnrolledParties:*** “Enrolled Parties” will consist of (a) Contractorand Subcontractors whose principal place of performance of the Work is on theSite; provided that the cost of the Work to be performed by Contractor or anysuch Subcontractor exceeds an amount designated by Owner and (b) such otherpersons or entities as Owner may designate who perform direct labor at the Siteor sites incidental to the Work. Owner may also elect to cover its architects,engineers and consultants.  Temporarylabor services and leasing companies are also included within this definition.

 

While the OCIP isintended to provide coverage for the Site, the OCIP is not intended to meet allof the Enrolled Parties’ insurance needs. The insurance described in the *“Insurance Provided by theOwner”* section herein will not apply with respect to Contractor orSubcontractors who are not enrolled in accordance with the provisionsherein.  The OCIP does not providecoverage for Automobile Liability, Contractor’s Equipment or PerformanceBonds.  Enrolled Parties will beresponsible for procuring and maintaining, at their own expense (except to theextent otherwise provided herein on a Time and Materials Basis or Target PriceBasis) throughout the term of the Agreement, the insurance for offsiteoperations described in the *“Insurance Required ofEnrolled Parties”* section herein. Notwithstanding the foregoing, Parties will determine thoseSubcontractors that are not required to procure and maintain, at their ownexpense, coverage in

 

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accordance with therequirements as outlined in the *“Insurance Required ofEnrolled Parties”* section of this Exhibit.

 

Contractor will beresponsible for requiring that a Subcontractor who is not an Enrolled Party,procure and maintain during the term of this Agreement the insurance coveragesrequired under “*Insurance Requirements of Excluded Parties*”section herein, unless waived by Contractor consistent with its normalpractices.  Should Contractor waive suchinsurance requirements of any Subcontractor, [**].

 

**Owner’s Insurance Obligations; Enrolled Party’sObligations**

 

Owner assumes no obligation to provide insurance otherthan that contemplated under the OCIP, including the Project Insurance Manual(described below), the builder’s all risk insurance, nuclear liabilitycoverage, nuclear operating property insurances, and any other coverages whichOwner is required to provide hereunder. Any type of insurance coverage orlimits of liability (a) which are not provided by (i) the OCIP or (ii) Owner’sor Contractor’s other coverages provided under this Agreement and required tobe carried hereunder and (b) which any Enrolled Party desires for its ownprotection will be its sole responsibility and expense and will not be billedto Owner.

 

***Excluded Parties:*** Owner anticipates that the following types ofSubcontractor and other participants and/or activities (“Excluded Parties”)will not be enrolled in or covered by the OCIP program: Offsite fabricators andfabrication, vendors, suppliers (not performing or subcontractinginstallation), material dealers, offsite guards and guard services, offsitejanitorial services, offsite cranes, crane operations, and crane operators,offsite demolition, offsite blasting, truckers (trucking to the Site wheredelivery is the only scope of Work to be performed), offsite asbestos abatement(if any), or other hazardous waste handling and/or removal, Subcontractors andothers whose sole function is to transport, pickup, deliver or carry materials,supplies, tools equipment, parts or other items to or from the  Site, or who do not perform any actual onsitelabor.  Any other entity or activityspecifically determined by Owner, at the time of enrollment application, to beexcluded will not be covered by insurance purchased by Owner through the OCIPexcept under Owner approved exceptions.

 

Unless specificallyapproved by Owner in writing, the policies set forth in the *“Insurance Provided by the Owner”* section herein will coveronly those operations of the Enrolled Parties performed in connection with theWork at the Site.

 

Coverage under the OCIPwill remain in force through Substantial Completion of the Work including punchlist Work, but will not include call back and Work required by the Warrantiesafter Substantial Completion.  Should thecoverage be cancelled prior to Substantial Completion by the Owner, coveragewill revert back to that stated in the *“Insurance Required ofEnrolled Parties”* section herein. Such coverages shall be provided at Owner’s cost.

 

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**Owner’sElection To Discontinue OCIP Coverage**

 

If Owner, for any reason, is unable to furnishcoverage, elects to discontinue the OCIP, modifies the limits of liabilityprovided in the OCIP, or requests that an Enrolled Party withdraw from theOCIP, then, upon thirty (30) days written notice from Owner, the Enrolled Partyspecified by Owner in such notice, will obtain at Owner’s expense, andthereafter maintain during the performance of the Work, all (or a portionthereof as specified by Owner) of the insurance required to be providedhereunder, and Owner will thereafter no longer be obligated to furnish all or apart of such insurance through the OCIP. The form*,* content, limits of liabilityand cost of such insurance and the insurer issuing such insurance secured bythe Enrolled Party pursuant to the provisions of this section will be subjectto the Owner’s approval, after consultation with Contractor.

 

Prior to the terminationof the OCIP, Contractor will complete a new Insurance Premium Worksheet.  Owner may utilize the contents of thisInsurance Premium Worksheet to decide whether to discontinue the OCIP.  The Insurance Premium Worksheet will requireContractor to disclose its estimated costs and markups for insurance.  Owner may review the Insurance PremiumWorksheet with third party consultants, and Contractor agrees to cooperate withsuch review.  Should Owner elect to discontinuethe OCIP, Contractor will provide a CCIP program or the insurance coveragesrequired by Section 16.2 of the Agreement on a Time and Material Basis, whichamounts will be paid by Owner.

 

**[**]**

 

**InsuranceProvided By The Owner**

 

Participation in thisOCIP is mandatory for designated Subcontractors but not automatic.  The OCIP will provide the Enrolled Party withinsurance described in this section.

 

Owner will provide eachEnrolled Party in the OCIP a Project Insurance Manual, which will include asummary of the insurance coverage, loss control procedures and claimprocedures, as well as enrollment forms and reporting requirements for theOCIP.  The Enrolled Party will use andcomply with the requirements contained in said manual.  In addition, Owner shall provide a copy (orif the policy does not yet exist, a summary) of all such OCIP policies forContractor’s review at the Site and approval by Contractor (which approval willnot be unreasonably withheld or delayed) prior to the placement of suchcoverage.

 

**Workers’Compensation Insurance** - Statutory Limits of the Workers’ Compensation Laws of the State ofSouth Carolina with Coverage B - Employer’s Liability (with limits of [**] forBodily Injury by accident, [**] for Bodily Injury by disease and

 

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[**] policy limit BodilyInjury by disease), covering operations of the Enrolled Party performed on orincidental to Work at the Site.

 

**CommercialGeneral Liability Insurance****- (Excluding Automobile and ProfessionalLiability but including Products Liability)** in form providing coverage not less than a CommercialGeneral Liability insurance policy, including hazards of explosion, collapse,underground, independent contractor(s), Enrolled Parties and their employees asadditional insureds, completed operations for a minimum of [**] afterSubstantial Completion of the Work, broad form contractual liability coverageand  personal injury liability coveragefor claims arising out of the Work for personal injury, bodily injury andproperty damage in policy or policies of insurance such that the totalavailable limits, reinstated annually to all insureds combined will not be lessthan [**].

 

Coveragewill apply only to Work performed at the Site. Such insurance will not include coverage for products liability for anyproduct(s) manufactured, assembled, or otherwise worked upon away from the Sitefor any Enrolled Party or Excluded Party performing such offsite work.

 

**Umbrella/ExcessLiability Insurance******- Having limits of [**], covering the interests of allEnrolled Parties with the following coverages.

 

***Primary AndNon-Contributory*****: **All such OCIPpolicies shall include the Enrolled Parties and their employees, and cover theEnrolled Parties’ liability.  Workers’ Compensation and Employer’sLiability insurance is primary and non-contributory with respect to any persons(other than Owner’s employees) covered by such insurance.  Commercial General Liability, andUmbrella/Excess insurance is primary insurance and non-contributory with anyother insurance carried by Enrolled Parties.

 

***Assignment*****:** In consideration of Owner purchasing OCIP insurance as stated above, theEnrolled Parties will assign to Owner all return premiums, premium refunds,dividends and other monies due or to become due under the insurance which Ownerprovides under the OCIP, all of which will inure to the benefit of theOCIP.  The Enrolled Parties will executesuch further documentation as may be required by Owner to effect thisassignment.  Contractor will not chargethe Owner either directly or in its markups any premiums for duplicateinsurance coverages.

 

***Waiver OfSubrogation Rights:***   The Enrolled Parties and Ownereach on their own behalf and on behalf of anyone claiming by, through or underthem, whether by way of subrogation or otherwise, hereby waive any and allsubrogation rights which they may now or hereafter have against each other andtheir Affiliates, as well as the successors and assigns of each, in connectionwith the performance of the Work, to the extent such subrogation rights are notthe result of any intentional wrongful (i) act or (ii) omission of the partycausing such loss and are covered losses under the insurance providedhereunder.  In addition, the Owner herebywaives any and all rights of recovery for any deductibles under any of the OCIPinsurances, howsoever such claim arises, including fault, negligence or strictliability.

 

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**Enrolled Parties’Responsibilities**

 

***ContractInsurance Cost***

 

Failureof Enrolled Parties to enforce the enrollment of all applicable Subcontractorsdoes not relieve the Enrolled Parties of the financial responsibility for theirSubcontractors’ insurance deductions. Owner maintains the right to pursue insurance deductions for allapplicable Subcontractors through Contractor. Upon completion of Work, or on policy expiration,Owner’s insurance carriers have the right to audit payroll records for the solepurpose of pursuing such insurance deductions.

 

Costs for overlappinginsurance coverage maintained by Enrolled Parties will not bereimbursable.  All change orders, exceptdeductive change orders for insurance costs, will be submitted net ofinsurance, and labor rates will be appropriately reduced.

 

Each Enrolled Party (otherthan the Contractor and its Affiliate Subcontractors) will be required toidentify the total cost of first dollar Workers’ Compensation, CommercialGeneral Liability and Umbrella/Excess Liability insurance that it proposes tocharge for its  proposed scope of Work,regardless of the risk financing technique which that Enrolled Party employsfor its Workers’ Compensation and General Liability exposures, including butnot limited to insurance premiums, expected losses with any retention ordeductible amount, loss handling expenses and administrative expenses.  In calculating insurance costs, the EnrolledParties shall use the Workers’ Compensation, General Liability andUmbrella/Excess Liability limits as described in the *“InsuranceRequired of Enrolled Parties”* section herein if they were requiredto provide the coverages and limits of liability for onsite Work.

 

If the Enrolled Party carries a deductible under anyof its policies, then the following may be requested by Owner:

 

·                  Three (3) years of loss history for all entities thatretain losses. Paid, outstanding and total incurred losses must be evidenced bypolicy period.

·                  Three (3) years of payroll history for all entities

 

The Enrolled Parties willcomplete and submit the Insurance Premium Worksheet, including the supportingdocuments (copies of the policy declaration page and policy rate pages orDeductible Agreement pages if on a large deductible program) to Owner.  The Enrolled Parties will warrant that allinsurance premium calculations have been correctly identified.

 

If Contractor has not yetidentified all of its Subcontractors or does not have the insurance cost forits Subcontractors, Contractor must include the basis for its premiumestimate.  A separate Insurance PremiumWorksheet must be completed for each Enrolled Party and must be sent to  Owner.

 

If any Enrolled Partydoes not provide Owner with information sufficient to allow verification of theapplicable insurance cost, Owner may independently calculate an appropriateinsurance cost based on undiscounted or “manual” rates.

 

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***WarrantyStatement*****:**  The Enrolled Parties will provide andwarrant the accuracy of the information provided on the Insurance PremiumWorksheet and Enrollment Package, including the supporting documents (copies ofthe policy declaration page and policy rate pages or Deductible Agreement pagesif on a large deductible program or a letter from the insurance carrierevidencing the deductible rate and loss content rate) and/or any change orderforms and agree that Owner and/or the OCIP insurance companies may, but are notrequired to, audit the Contractor’s and/or Subcontractors records to confirmthe accuracy for any and all allowable insurance credits.  The Enrolled Parties agree and warrant thatthe Owner is entitled to and may collect additional insurance costs as may bedeveloped as a result of said audits and/or changes/change orders as may be agreedto in connection with the Work.  TheEnrolled Parties which are signatories to the Agreement agree to make availablefor review insurance records, policies, declaration pages of policies,certificates of self-insurance and such other documents as may be reasonablyrequested in connection with the insurances required to be provided in theAgreement in order to respond appropriately to claims against Owner.  Such information shall only be made availableat the Enrolled Party’s home office.

 

***Application ForInsurance*****: **The Enrolled Parties will complete anEnrollment Application when requested by Owner as a condition to Ownerproviding the insurance coverage described in the *“InsuranceProvided by the Owner”* section herein.  In addition, the Enrolled Parties willcooperate with Owner regarding such application.  A Project Insurance Manual will bedistributed to the Enrolled Parties in accordance with this Exhibit.  This manual will describe the procedures tobe followed by the Enrolled Parties for enrolling in and complying with theOCIP.  The Enrolled Parties will completethe Enrollment Application and other such forms contained in the EnrollmentPackage as applicable, as well as complete the monthly payroll reporting formand follow the procedures as outlined in the Project Insurance Manual.  This payroll information shall only be usedfor OCIP purposes and made available only to personnel administrating theOCIP.  The Enrolled Parties will includethese insurance specifications in each of its contracts with Subcontractorsproviding Work at the Site and will ensure that such Subcontractors receive theProject Insurance Manual, enroll in the OCIP, and comply with the OCIPprocedures.

 

***Cooperation:*** The Enrolled Parties will:

 

1.               Furnish to Owner, its insurancerepresentatives or the insurance company reasonable information anddocumentation which the OCIP may require in connection with the issuance of anypolicies, in such form and substance as Owner or its designee may require.

 

2.               Furnish to Owner, its insurancerepresentative or the insurance company, onsite payroll reports on the form asrequired and described in the Project Insurance Manual by the 15th of thefollowing month for the prior month (including months with no payroll).

 

3.               Permit Owner, its insurancerepresentative and/or the insurance company to audit the Enrolled Parties’books and records and provide documentation as may be required to assureaccuracy of those payroll reports.  TheEnrolled Parties agree that their failure to submit documents as required mayresult in withholding progress payments until said payroll reports are receivedby Owner or its designee.

 

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4.               Promptly comply with the reasonable requirements,obligations and recommendations of Owner, its insurance representative orinsurance company so that the OCIP may be properly administered and so that theinsurance companies will continue to provide the coverage as specified in this Exhibitunder the OCIP.

 

5.               The Enrolled Parties will provide Owner and Owner’srepresentative with reasonable information necessary for the issuance of saidpolicies and will maintain and make available to the insurance companiespayroll records and such other records relating to the Work as may be necessaryfor the proper computation of the insurance premiums.

 

6.               The Enrolled Parties will cooperate with Owner withregard to administration and operation of the OCIP.  The Enrolled Parties’ responsibilities willinclude, but are not limited to: operations and insurance information;inclusion of OCIP provisions in all applicable Subcontracts; notification toOwner’s representative of all applicable subcontracts awarded; maintenance andprovision of monthly payroll records and such other records as necessary forpremium computation; compliance with applicable loss control (safety) andclaims reporting procedures; maintenance of an OSHA Log to be provided monthly to Owner and/or Owner’srepresentative.

 

**InsuranceRequired of Enrolled Parties**

 

The OCIP providescoverage for Work at the Site only.

 

Insurance for the Workperformed by Enrolled Parties away from the Site include the following coverageas further described below:

 

Workers’ Compensation andEmployer’s Liability Insurance

Commercial GeneralLiability Insurance

Commercial AutomobileLiability Insurance

 

The EnrolledParties will provide and maintain the types of insurance described below in acompany or companies legally authorized to transact insurance business in theState of *South Carolina*.  All insurers will be rated at least A- VII inthe current A.M. Best ratings or must be otherwise acceptable to Owner.  The Enrolled Parties will maintain thespecified insurance coverage until all obligations under the Agreement aresatisfied but in no event later than the end of the Warranty Period.

 

**Workers’Compensation and Employer’s Liability****: **TheEnrolled Parties will maintain Statutory Workers’ Compensation insurance tocover obligations imposed by federal and state statutes having jurisdictionover its employees while engaged in the performance of the Work at locationsother than those described as the Site. This insurance will also cover anyEnrolled Parties’ employees working away from the Site and coming on the Siteafter Substantial Completion and Subcontractors’ employees after eachSubcontractor has finally performed its contract.  The limits of Employer’s Liability are asfollows:

 

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Workers’ Compensationcoverage will comply with the statutory limits of the State of South Carolina,and will provide for Employers Liability insurance with limits as follows:

 

[**]bodily injury by accident [**]

[**]bodily injury by disease [**]

[**]bodily injury by disease[**]

 

**CommercialGeneral Liability****:**  The Enrolled Parties will maintain insurance for premises and operationsaway from the Site of the Enrolled Parties (including products liability forany product manufactured, assembled or otherwise worked upon away from theSite) in a form providing coverage consistent with that of Commercial GeneralLiability insurance policy (“Occurrence Form”) for operations of the party required to furnish same, including hazardsof elevators, independent contractors, products and completed operations, withcontractual liability and personal advertising injury liability coverage forclaims arising out of the Work hereunder for personal injury, bodily injury andproperty damage in policy or policies of insurance such that the totalavailable limits combined will be at least:

 

[**]

 

Any deductibles in placewill be the responsibility of the Enrolled Parties as respects to offsiteactivities.

 

**CommercialAutomobile Liability****:**  The Enrolled Parties will maintain insurance covering all****owned, hired, borrowed, leased, or non-ownedautomobiles.  Such insurance will providecoverage not less than that of the Commercial Automobile Liability policy inlimits not less than:

 

[**] for Bodily Injuryand Property Damage.

Contractual Liability, ifnot provided in the policy form, is to be provided by endorsement.

 

Deductibles will be theresponsibility of Contractor with respect to offsite automobile activities.

 

**Contractor’sEquipment****: **The Enrolled Parties are responsible fortheir construction tools and equipment, including but not limited toconstruction trailers and their contents, and temporary scaffolding, whetherowned, leased, rented, borrowed or used at the Site; and the Enrolled Partiesagree that Owner will not be responsible for any loss or damage to its tools andequipment.  If insured, the EnrolledParties’ insurance policy covering tools and equipment will include a waiver ofsubrogation in favor of the Owner.  Ifuninsured, the Enrolled Parties will release the Owner for loss or damage totheir tools and equipment.

 

***Additional Insureds***: Each policy required (except Workers’ Compensation) will name asadditional insured the Owner,  the Owner’srepresentatives, their respective parent companies, their subsidiaries, relatedand affiliated companies of each and the officers, directors, agents, employeesand assigns of each.  General Liabilitycoverage maintained by Contractor and all Subcontractors shall contain anadditional insured endorsement pursuant to Section 16.3 of the

 

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Agreement. Products and Completed Operations coverage shall be maintained for [**]after Substantial Completion.

 

***Waiver Of Subrogation*****:**The Enrolled Parities and their respective insurersproviding the required coverage as indicated in Workers’ Compensation andCommercial General Liability, Umbrella/Excess Liability or any requiredcoverages, will waive all rights of subrogation against the Owner, itsAffiliates, and their agents, officials, and employees.

 

Each Enrolled Party willpay all insurance premiums for such insurance, including any charges forrequired waivers of subrogation or the endorsement of additional insureds.

 

***Primary AndNon-Contributory*****:**  Liability and Workers’ Compensation Insurancecoverage for Work AWAY FROM THE SITE required of the Enrolled Parties isprimary and non-contributory.

 

***Certificates ofInsurance*****:**The Enrolled Parties and Excluded Parties will provide certificates ofinsurance to Owner as evidence that policies specified in this sectionproviding the required coverage, conditions, and limits are in full force andeffect.

 

***Notice ofCancellation*****:**Allinsurance policies and certificates of insurance will include a requirementproviding for thirty (30) days prior written notice to Owner of anycancellation or reduction of coverage. If any such notice is given, Owner will have the right to require that asubstitute policy be obtained prior to said cancellation with appropriateevidence thereof at the discretion of Owner. The Enrolled Parties and Excluded Parties will immediately notify Ownerand will cease operations on the occurrence of any such cancellation orreduction and will not resume operations until the required insurance is inforce and new certificates of insurance have been filed with Owner.

 

**Insurance Requirements of Excluded Parties**

 

Excluded Partiesperforming Work will obtain and maintain, and will  require each of their excluded Subcontractorsto obtain and maintain, the insurance coverage specified in Article 16 of theAgreement, unless such coverage is waived by Contractor consistent with itspractices.** **ShouldContractor waive such insurance requirements of any Subcontractor, Contractorassumes the responsibility for any loss to Owner which would have been covered bysuch required insurance coverages had the Subcontractor maintained suchrequired coverages.

 

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“[**]” in this Exhibit 10.01indicates material that has been omitted pursuant to a request for confidentialtreatment and filed separately with the Securities and Exchange Commission.

 

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**EXHIBIT V**

**Limited Agency Agreement**

 

THIS LIMITED AGENCY AGREEMENT (“Agreement”), dated asof                     , is entered intoby and between SOUTH CAROLINA PUBLIC SERVICE AUTHORITY (“Principal”), a publicpower system owned by the State of South Carolina, and SOUTH CAROLINA ELECTRIC &GAS COMPANY (“Agent”), a corporation duly organized under the laws of the Stateof South Carolina, (Principal and Agent may be referred to individually as a “Party”and collectively as the “Parties”).

 

**WHEREAS**, Principal and Agent wish to collaboratejointly in the financing, design, construction, operation, and decommissioningof a new advanced design light water nuclear-powered electric generatingfacility (the “Project”);

 

**WHEREAS,** in connection with the Project, theParties intend to enter into a Permanent Design and Construction Agreement anda Permanent Operating and Decommissioning Agreement that shall set forth theterms and conditions that shall govern the Parties’ participation in theProject; and

 

**WHEREAS,** until such time as the Permanent Designand Construction Agreement and Permanent Operating and DecommissioningAgreement are negotiated, executed and delivered by the Parties, the rights andobligations of the Parties to each other in connection with the Project shallbe governed by that certain Bridge Agreement between Principal and Agent, datedOctober 30, 2006, and as further amended from time to time (the “Bridge Agreement”);

 

**WHEREAS**, Sections 6.1 and 8.3 of the BridgeAgreement contemplate that the Parties may enter into one or more limitedagency agreements in connection with certain Project-related third partyagreements, including but not limited to the Engineering, Procurement andConstruction Agreement (the “EPC Contract”) for up to two AP1000 nuclear powerplant with Westinghouse Electric Company LLC and Stone & Webster, Inc.(collectively, “Westinghouse”), attached hereto as Exhibit A; and

 

**WHEREAS,** Principal and Agent desire to enter intosuch a limited agency agreement and Principal wishes to appoint Agent to act asagent on Principal’s behalf in connection with the negotiation, execution andperformance of the EPC Contract, subject to certain limitations set forthherein, and Agent is willing to accept such limited agency appointment;

 

**NOW, THEREFORE**, in consideration of the mutual agreements hereincontained and other good and valuable consideration, the receipt and adequacyof which is hereby acknowledged, the parties hereto agree as follows:

 

1.                                      Limited Agency Appointment. Pursuant to the terms of this Agreement and subject to the limitationsset forth in Paragraph 2 of this Agreement, Principal hereby appoints andgrants a limited agency authorization to Agent, and Agent hereby accepts suchlimited agency appointment and agrees to act on behalf of the Principal, withregard to the negotiation, execution and performance of the EPC Contract.

 

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“[**]” in this Exhibit 10.01 indicates material thathas been omitted pursuant to a request for confidential treatment and filedseparately with the Securities and Exchange Commission.

 

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2.                                      Limitations on Agency Appointment. Agent’s authorization to act on behalf of Principal with respect to theEPC Contract shall be limited to the negotiation, execution and performance ofthe obligations of the Owner (as such term is defined in the EPC Contract) andenforcement of the rights of such Owner under the EPC Contract; *provided*, *however*, thatAgent shall not, without the prior written consent of Principal, which consentmay be withheld in Principal’s sole discretion, do or permit to be done any ofthe following:

 
| ** ** | **Agency Limitation**                                                                                                                                                                                                                                                                                                           | **EPC Contract Section Reference** |
|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------|
|       |                                                                                                                                                                                                                                                                                                                            |                               |
| (a)        | Agree  upon a definitive contract price                                                                                                                                                                                                                                                                                         | N/A                                |
|       |                                                                                                                                                                                                                                                                                                                            |                               |
| (b)        | Execute  the EPC Contract                                                                                                                                                                                                                                                                                                       | N/A                                |
|       |                                                                                                                                                                                                                                                                                                                            |                               |
| (c)        | Issue  a Full Notice to Proceed                                                                                                                                                                                                                                                                                                 | 3.2(b)                             |
|       |                                                                                                                                                                                                                                                                                                                            |                               |
| (d)        | Terminate  Second Unit                                                                                                                                                                                                                                                                                                          | 3.3(b)                             |
|       |                                                                                                                                                                                                                                                                                                                            |                               |
| (e)        | With  respect to any Major Subcontract under Section 3.7, Agent shall not (i) participate  in any claim, action or proceeding; (ii) cure any default; (iii) consent to  termination, assignment or modification; or (iv) assume or enter into any  Major Subcontract in the event of Contractor’s bankruptcy or insolvency | 3.7                                |
|       |                                                                                                                                                                                                                                                                                                                            |                               |
| (f)        | Substantial  Completion                                                                                                                                                                                                                                                                                                         | 8.2                                |
|       |                                                                                                                                                                                                                                                                                                                            |                               |
| (g)        | Approve  payment of Final Payment                                                                                                                                                                                                                                                                                               | 8.3                                |
|       |                                                                                                                                                                                                                                                                                                                            |                               |
| (h)        | Approve  substitute form of security or lower bond amount for Stone & Webster  and/or Westinghouse                                                                                                                                                                                                                          | 8.6(b) and 8.6(c)                  |
|       |                                                                                                                                                                                                                                                                                                                            |                               |
| (i)        | Agree  to any Change Order that increases the overall costs incurred under the EPC  Contract by $1M or more, or along with all prior Change Orders issued under  the EPC extends the Project Schedule for 3 months or more beyond the Substantial  Completion Date.                                                             | 9.2, 9.4                           |
|       |                                                                                                                                                                                                                                                                                                                            |                               |
| (j)        | Suspend  the EPC Contract for Owner’s Convenience                                                                                                                                                                                                                                                                          | 22.1                               |
|       |                                                                                                                                                                                                                                                                                                                            |                               |
| (k)        | Terminate  the EPC Contract for Cause                                                                                                                                                                                                                                                                                           | 22.2                               |
|       |                                                                                                                                                                                                                                                                                                                            |                               |
| (l)        | Elect  to take over the Project upon Owner’s Termination for Cause                                                                                                                                                                                                                                                         | 22.2(c)                            |

 

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“[**]” in this Exhibit 10.01 indicates material thathas been omitted pursuant to a request for confidential treatment and filedseparately with the Securities and Exchange Commission.

 

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| (m)    | Terminate  the EPC Contract for Owner’s Convenience                                                                                                                                          | 22.3   |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|   |                                                                                                                                                                                              |   |
| (n)    | Terminate  for failure to obtain regulatory approvals                                                                                                                                             | 22.4   |
|   |                                                                                                                                                                                              |   |
| (o)    | File  a Claim, initiate the dispute resolution process, or initiate or defend a  lawsuit involving a third party in connection with the EPC Contract                                              | 27     |
|   |                                                                                                                                                                                              |   |
| (p)    | Consent  to entry of any judgment or award in a disputed matter in connection with the  EPC Contract or enter into any settlement or compromise of a dispute in  connection with the EPC Contract | N/A    |
|   |                                                                                                                                                                                              |   |
| (q)    | Consent  to an assignment of the EPC Contract                                                                                                                                                     | 29     |
|   |                                                                                                                                                                                              |   |
| (r)    | Materially  amend, modify or supplement the EPC Contract                                                                                                                                          | 31     |

 

3.                                      Term and Termination.

 

(a)                                  This Agreement shall remain in full forceand effect beginning on the first date specified above and continuingthereafter until February 1, 2019, unless renewed by the Parties in writing ona year-to-year basis no less than thirty (30) days prior to the expiration ofthe initial term or any subsequent renewal term, or upon the occurrence of oneof the following: (i) the Project begins commercial operations; (ii) thePrincipal or Agent terminate their participation in the Project, with orwithout cause; *provided*, *however*,that each Party must provide to the other Party written notice at least sixty(60) days prior to any such abandonment of the Project and, in the event thatthe Project is abandoned by one Party but not the other, the abandoning Partyshall use commercially reasonable efforts to facilitate the transfer of itsobligations hereunder to the other Party or to any other entity designated orappointed by the other Party to assume the abandoning Party’s obligationshereunder; or (iii) by written mutual agreement of the Parties.

 

(b)                                 The rights and obligations of the Partiesfor indemnification for acts or omissions occurring prior to the terminationshall survive any termination of this Agreement.

 

(c)                                  Agent’s obligations under any third partyagreements entered into prior to the termination of this Agreement wouldsurvive such termination and remain binding on Agent.

 

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“[**]” in this Exhibit 10.01 indicates material thathas been omitted pursuant to a request for confidential treatment and filedseparately with the Securities and Exchange Commission.

 

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4.                                      Representations and Warranties. Each Party represents and warrants to the other Party that, as of thedate first stated above:

 

(a)                                  It is duly organized, validly existingand in good standing under the applicable laws of the jurisdiction of itsorganization and is qualified to do business in all jurisdictions necessary toperform this Agreement;

 

(b)                                 It has the power and authority to executeand deliver this Agreement and to perform its obligations under this Agreementand has taken all necessary corporate and/or other actions to authorize suchexecution, delivery and performance;

 

(c)                                  Its execution and delivery and performanceof its obligations under this Agreement do not violate or conflict with: (i) anylaws applicable to it; (ii) any provision of its charter or by-laws orcomparable constituent documents Agreement; (iii) any order or judgment of anycourt of governmental authority applicable to it or any of its assets; or (iv) anycontractual restriction binding on or affecting it or any of its assets;

 

(d)                                 This Agreement has been duly executed anddelivered by the Party and constitutes its legal, valid, and bindingobligation, enforceable against it in accordance with its terms, subject toapplicable bankruptcy, reorganization, insolvency, moratorium or similar lawsaffecting creditors’ rights generally and subject, as to enforceability, toequitable principles of general application (regardless of whether enforcementis sought in a proceeding in equity or at law); and

 

(e)                                  Except as otherwise permitted herein, ithas neither initiated nor received written notice of any pending action,proceeding, or investigation, nor to its knowledge is any such action,proceeding, or investigation threatened (or any basis therefore known to it),which questions the validity of this Agreement, or which would materially oradversely affect its rights or obligations under this Agreement.

 

5.                                      Expenses and Audit Rights. Expenses of the Parties and audits rights in connection with thisAgreement (including without limitation, funding required under the EPCContract) shall be handled in accordance with Article V of the BridgeAgreement.

 

6.                                      Access to Information; ReportingObligations.

 

(a)                                  No less frequently than monthly (or morefrequently as circumstances reasonably warrant), Agent, to the best of itsknowledge, shall inform Principal of the status of the Project, including butnot limited to any activities or decisions that the Agent has made or expectsto make with regard to the EPC Contract. Further, as provided in Section 4.2(a) of the Bridge Agreement, Agentand Principal shall hold periodic meetings with (1) the Executive SteeringCommittee at the request of either member of the Executive Steering Committeeand (2) other Project employees and contractors as either Party deemsappropriate or at the request of either member of the Executive SteeringCommittee.

 

(b)                                 Agent will make available to Principalall documentation related to the Project, which can be done by providingoriginal documents, providing copies of documents or allowing

 

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“[**]” in this Exhibit 10.01 indicates material thathas been omitted pursuant to a request for confidential treatment and filedseparately with the Securities and Exchange Commission.

 

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Principal’s representativesto review the relevant files and business records as kept in the ordinarycourse of business at the Agent’s offices or with another representative of theAgent.  Agent shall also make itspersonnel available to Principal for consultation.

 

(c)                                  Principal shall provide Agent access toinformation in its possession reasonably necessary for Agent to perform itsobligations under this Agreement; *provided*, *however*, that Principal may restrict access to informationto the extent that it is subject to third party confidentiality restrictionsand Principal has been unsuccessful in having such restrictions waived.

 

7.                                      Indemnity.

 

(a)                                  Agent agrees to indemnify, defend andhold harmless the Principal, its affiliates and any of their members, officers,directors and employees, agents and representatives against and in respect ofall claims, liabilities, obligations, judgments, liens, injunctions, charges,orders, decrees, rulings, damages, dues, assessments, taxes, losses, fines,penalties, damages, expenses, fees, costs and amounts paid in settlement(including reasonable attorneys’ fees, expert witness fees and disbursements inconnection with investigating, defending or settling any action or threatenedaction), arising out of any claim, complaint, demand, cause of action, action,suit or other proceeding asserted or initiated or otherwise existing in respectof any matter (collectively, the “Losses”) arising out of Agent’s activitiesundertaken on behalf of Principal under this Agreement; *provided*that Principal shall be liable, and shall not be indemnified by Agent, for anyLosses directly resulting from the untruth, inaccuracy or incompleteness of anyrepresentation or warranty made expressly by Principal in this Agreement, andPrincipal shall indemnify Agent, its affiliates and any of their officers,directors and employees, agents and representatives, for Losses that resultfrom any such breach by Principal.

 

(b)                                 Principal agrees to indemnify, defend andhold harmless the Agent, its affiliates and any of their members, officers,directors and employees, agents and representatives against and in respect ofall claims, liabilities, obligations, judgments, liens, injunctions, charges,orders, decrees, rulings, damages, dues, assessments, taxes, losses, fines, penalties,damages, expenses, fees, costs and amounts paid in settlement (includingreasonable attorneys’ fees, expert witness fees and disbursements in connectionwith investigating, defending or settling any action or threatened action),arising out of any claim, complaint, demand, cause of action, action, suit orother proceeding asserted or initiated or otherwise existing in respect of anymatter (collectively, the “Losses”) arising out of Principal’s activities underthis Agreement; *provided* that Agent shall beliable, and shall not be indemnified by Principal, for any Losses directlyresulting from the untruth, inaccuracy or incompleteness of any representationor warranty made expressly by Agent in this Agreement, and Agent shallindemnify Principal, its affiliates and any of their officers, directors andemployees, agents and representatives, for Losses that result from any suchbreach by Agent.

 

8.                                      Specific Performance. Each of the Parties acknowledges and agrees that the other Party wouldbe damaged irreparably in the event any of the provisions of this Agreement arenot performed in accordance with their specific terms or otherwise arebreached.  Accordingly, each of theParties agrees that the other Party shall be entitled to an injunction orinjunctions to prevent breaches of the provisions of this Agreement and toenforce specifically this Agreement

 

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“[**]” in this Exhibit 10.01 indicates material thathas been omitted pursuant to a request for confidential treatment and filedseparately with the Securities and Exchange Commission.

 

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and the terms and provisions hereof in any action instituted in any courtof the United States or any state thereof having jurisdiction over the Partiesand the matter in addition to any other remedy to which it may be entitled, atlaw or in equity.

 

9.                                      Waivers.  No waiver byeither Principal or Agent of the performance of any obligation under thisAgreement, or with respect to any default or any other matter arising inconnection with this Agreement, shall be deemed a waiver with respect to anysubsequent performance, default or matter, whether of a like or differentcharacter.

 

10.                                Notices.  Any notice,demand or request relative to this Agreement to be given to any of thePrincipal, or the Agent shall be in writing, and shall be delivered by U. S.mail, facsimile or hand delivery to the authorized representative of the Principalor Agent at the address specified below, or a successor designated in anynotice given pursuant to this paragraph.

 

If to the Agent:

 

South Carolina Electric & Gas Company

Attention: President

Mail Code 190

Columbia, SC 29218

Facsimile: (803) 217-9336

 

If to the Principal:

 

South Carolina Public Service Authority

Attention:President and Chief Executive Officer

OneRiverwood DriveMoncks Corner, SC 29461

Facsimile:(843) 761-7037

 

11.                                Miscellaneous.

 

(a)                                  Entire Agreement. This Agreement embodies the entire understanding and agreement among theParties pertaining to the subject matter hereof and supersedes any and allprior negotiations, understandings or agreements with respect thereto.

 

(b)                                 Counterparts. This Agreement may be executed in any number of counterparts, each ofwhich shall constitute an original, but all of which, when taken together,shall constitute one and the same document.

 

(c)                                  Assignment.  No party tothis Agreement shall assign any of its rights or obligations under thisAgreement without first receiving the written consent of all other parties,which consent shall not be unreasonably withheld.

 

(d)                                 No Third Party Beneficiaries. This Agreement is binding upon and intended solely for the benefit ofthe parties hereto and their respective successors and permitted assigns and,unless expressly stated herein, is not intended to and shall not confer anyrights or benefits to any third party (other than successors and permittedassigns) not a signatory hereto.

 

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“[**]” in this Exhibit 10.01 indicates material thathas been omitted pursuant to a request for confidential treatment and filedseparately with the Securities and Exchange Commission.

 

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(e)                                  Amendment.  Neither thisAgreement nor any terms hereof may be changed, waived, discharged or terminatedexcept by an instrument in writing signed by each of the parties hereto.

 

(f)                                    Headings.  The headingsin this Agreement are for convenience of reference only and shall not bedefined or limit the terms hereof.

 

(g)                                 Governing Law. This Agreement and all questions with respect to the rights andobligations of the Parties and the construction, enforcement and interpretationhereof shall be governed by the laws of the State of South Carolina, withoutreference to the choice of law principles that require application of the lawsof a different jurisdiction.

 

(h)                                 Jurisdiction. Any dispute arising from this Agreement shall be subject to thejurisdiction of the courts in South Carolina.

 

(i)                                     Severability. Any provision of this Agreement this prohibited or unenforceable in anyjurisdiction, as to that jurisdiction, shall be ineffective to the extent ofthat prohibition or unenforceability without invalidating the remainingprovisions hereof or affecting the validity or enforceability of that provisionin any other jurisdiction.

 

(j)                                     Good Faith Covenant. The Parties agree that their actions and dealings with each other shallbe subject to an express covenant of good faith and fair dealing and that eachParty shall act in a commercially reasonable manner in fulfilling itsobligations under this Agreement.

 

(k)                                  Confidentiality. The Parties acknowledge and agree that this Agreement is subject to theConfidentiality Agreement between the Parties dated as of June 8, 2006.

 

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“[**]” in this Exhibit 10.01 indicates material thathas been omitted pursuant to a request for confidential treatment and filedseparately with the Securities and Exchange Commission.

 

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IN WITNESSWHEREOF, the Parties hereto, each acting through its respective duly authorizedrepresentative, have executed this Agreement, made as of the date first abovewritten.

 

 
| ** ** | SOUTH CAROLINA PUBLIC SERVICE AUTHORITY   |
|------------|-------------------------------------------|
|       |                                      |
|       | By:                                       |
|       | Title:                                    |
|       |                                      |
|       |                                      |
|       | SOUTH CAROLINA ELECTRIC & GAS COMPANY |
|       |                                      |
|       | By:                                       |
|       | Title:                                    |

 

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“[**]” in this Exhibit 10.01 indicates material thathas been omitted pursuant to a request for confidential treatment and filedseparately with the Securities and Exchange Commission.

 

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**EXHIBIT W**

**Extended Equipment Warranty Special Terms**

 

Each Extended EquipmentWarranty Period will have a term no greater than [**].

 

All other terms of anysuch Extended Equipment Warranty will be stated in this Exhibit. Contractor shall provide information as [**] such extendedwarranties and any special terms applicable to such extended warranties (each,an “Extended Equipment Warranty”) once identified by the Subcontractor for theEquipment. Owner shall have the right to exercise its option for any suchExtended Equipment Warranty within the time period specified for the exerciseof the option by the Equipment vendor.

 

The Equipment thatwarrants an option for an Extended Warranty from the Subcontractors isidentified below:

 

[**]

 

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“[**]” in this Exhibit 10.01 indicates material thathas been omitted pursuant to a request for confidential treatment and filedseparately with the Securities and Exchange Commission.

 

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