Novation and Assumption Agreement among ACE American Insurance Company



 Exhibit 10.6 

GROUP II AGREEMENT- EXECUTION VERSION 

NOVATION AND ASSUMPTION AGREEMENT 

by and among 

ACE American Insurance Company, acting for itself and its affiliates including, without 

limitation, Pacific Employers Insurance Company; 

ACE INA Insurance Company; 

ACE Insurance Company; 

Insurance Company of North America 

and 
 Creole
Insurance Company, Ltd., a Bermuda company, 
 and 

Boudin Insurance Company, Ltd., a Bermuda company 

RECITALS 

THIS NOVATION AND ASSUMPTION AGREEMENT (the “Agreement”), is entered into and effective as of
May 18, 2010 (the “Effective Date”) by and among ACE American Insurance Company, individually and acting for the ACE Affiliates (in such capacities, the “Company”), Creole Insurance Company, Ltd., a Bermuda
company (“Creole”), and Boudin Insurance Company, Ltd., a Bermuda company (“Boudin”). 

WHEREAS, the Company and/or the ACE Affiliates have entered into the Existing Reinsurance Agreements with Creole
and Boudin; and 
 WHEREAS, pursuant to the Existing Reinsurance Agreements, Creole and Boudin are
obligated, among other things, to reinsure the Company and/or the ACE Affiliates with regard to certain Existing Policies; and 

WHEREAS, Creole, prior to the Separation, is a wholly owned Subsidiary of MII; and 

WHEREAS, MII intends to spin-off the B&W Entities (including Creole) from MII in connection with a dividend of
common stock of B&W to the shareholders of MII (the “Separation”); and 
 WHEREAS,
in connection with the Separation, the Parties wish to provide that Boudin be the reinsurer with respect to cessions arising from the operations, business, or property of MII and that Creole be the reinsurer with respect to cessions arising from the
operations, business, or property of B&W, in each case whether such obligations were existing, accruing or arising before, on or after the Effective Date; and 

WHEREAS, the Company, on its own behalf and on behalf of the ACE Affiliates, is willing to consent to the
transfer, assumption, and novation of the matters as set forth herein, subject to the terms and conditions of this Agreement; 

NOW, THEREFORE, in consideration of the mutual promises set out herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 
 1.
Definitions. The following terms used herein, including in the recitals and Exhibits hereto, shall have the following meanings: 

“ACE Affiliate” means each Affiliate of ACE that has issued an Existing Policy, including
Pacific Employers Insurance Company, ACE INA Insurance Company, ACE Insurance Company and Insurance Company of North America. 







 “Affiliate” means, with respect to any
specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the specified Person. For this purpose “control” of a Person means the
possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through ownership of voting securities, by contract or otherwise. 

“Agreement” has the meaning set forth in the recitals to this Agreement. 

“ALAA” means the Assumption and Loss Allocation Agreement, dated as of the date hereof,
among the Company, B&W, MII and certain other MII Entities and B&W Entities signatory thereto. 

“Assumption Time” means midnight (New York time) on the Effective Date. 

“B&W” means Babcock & Wilcox Holdings, Inc., a Delaware corporation, to be
succeeded by The Babcock & Wilcox Company, a Delaware corporation, after the effective time of the merger, to occur after the date hereof, of Babcock & Wilcox Holdings, Inc., with and into The Babcock & Wilcox Company, the
surviving entity of such merger. 
 “B&W Entity” means B&W and each of
the entities listed on Exhibit I attached hereto and made a part hereof. It is acknowledged and understood that, from and after the effectiveness of the Separation, the B&W Entities will not be Subsidiaries or Affiliates of MII or any of
the other MII Entities. 
 “Boudin Assumption and Novation” has the meaning set
forth in Section 2(a). 
 “Boudin LOC” has the meaning set forth in
Section 3(a). 
 “Company” has the meaning set forth in the recitals to
this Agreement. 
 “Company B&W Obligation” means any obligation of the
Company or an ACE Affiliate to or for the benefit of an Insured under an Existing Policy that arises, will arise, or has arisen from the operations, business, or property of a B&W Entity. 

“Company MII Obligation” means any obligation of the Company or an ACE Affiliate to or
for the benefit of an Insured under an Existing Policy that arises, will arise, or has arisen from the operations, business, or property of an MII Entity. 

“Creole Assumption and Novation” has the meaning set forth in Section 2(c).

 “Creole LOC” has the meaning set forth in Section 3(b). 

“Effective Date” has the meaning set forth in the recitals to this Agreement. 

“ESIS” means ESIS, Inc., an Affiliate of the Company. 

“Existing Collateral” means any and all letters of credit or trust agreements outstanding
as of the date hereof provided by or required to be provided by Creole or Boudin under the terms of any Existing Reinsurance Agreement in order to secure obligations arising thereunder. 

“Existing Policy” means each policy of general liability insurance, automobile liability
insurance, or workers compensation insurance issued prior to the date hereof by the Company or an ACE Affiliate to one or more B&W Entities and/or one or more MII Entities that is subject to an Existing Reinsurance Agreement. 

“Existing Reinsurance Agreement” means each reinsurance agreement (whether denominated a
treaty, a reinsurance policy, a reinsurance agreement, a facultative certificate, or otherwise) in which (a) Creole or Boudin is the reinsurer, (b) one or more of the Company and/or ACE Affiliates is or are the reinsureds, and (c) the
ceded risk includes risk under any Existing Policy. “Existing Reinsurance Agreements” shall not mean or include any Existing Security Agreements (as defined below). Exhibit II attached hereto and made a part hereof reflects the
Parties’ best efforts to list all Existing Reinsurance Agreements, but the definitions in this Agreement shall control in the event of any errors or omissions on such Exhibit. 

 

 2 








 “Existing Security Agreements” shall mean
and include any trust agreement, collateral agreement, pledge and security agreement or other similar contract between the Company or an ACE Affiliate and Boudin or between the Company or an ACE Affiliate and Creole, which was entered into in
connection with or pursuant to any Existing Reinsurance Agreement (as defined above), and which are embodied in separately-executed written instruments. 

“Go-Forward Boudin Obligations” means the obligations of Boudin under (a) the
Transferable Boudin Reinsurance Agreements, (b) the Novated-to-Boudin Reinsurance Agreements and (c) the Wholly Retained Boudin Reinsurance Agreements, in each case after giving effect to the transfers, assumptions, novations, and releases
effected by this Agreement. 
 “Go-Forward Creole Obligations” means the
obligations of Creole under (a) the Transferable Creole Reinsurance Agreements, (b) the Novated-to-Creole Reinsurance Agreements and (c) the Wholly Retained Creole Reinsurance Agreements, in each case after giving effect to the
transfers, assumptions, novations, and releases effected by this Agreement. 

“Insured,” as a noun in reference to one or more insurance policies, means any Person who
is insured by such policy or policies, regardless of whether such Person is designated an “Insured” or a “Named Insured” in such policy or is otherwise expressly identified therein. 

“Master Separation Agreement” means a Master Separation Agreement to be entered into
between MII and The Babcock & Wilcox Company in connection with the Separation. 

“MII” means McDermott International, Inc., a Panamanian corporation. 

“MII Entity” means MII and each of the entities listed on Exhibit III attached
hereto and made a part hereof. It is acknowledged and understood that, from and after the effectiveness of the Separation, the MII Entities will not be Subsidiaries or Affiliates of B&W or any of the other B&W Entities. 

“Novated Reinsurance Agreement” means a Novated-to-Boudin Reinsurance Agreement or a
Novated-to-Creole Reinsurance Agreement. 
 “Novated-to-Boudin Reinsurance
Agreement” means, as to any Transferable Creole Reinsurance Agreement after the Assumption Time and giving effect to this Agreement, the aggregate of (a) all rights, duties, and obligations of Boudin to and in respect of the Company
under such Transferable Creole Reinsurance Agreement as and to the extent novated to Boudin, and (b) all rights, duties, and obligations of the Company to and in respect of Boudin under such Transferable Creole Reinsurance Agreement as and to
the extent novated to Boudin. 
 “Novated-to-Creole Reinsurance Agreement”
means, as to any Transferable Boudin Reinsurance Agreement after the Assumption Time and giving effect to this Agreement, the aggregate of (a) all rights, duties, and obligations of Creole to and in respect of the Company under such
Transferable Boudin Reinsurance Agreement as and to the extent novated to Creole, and (b) all rights, duties, and obligations of the Company to and in respect of Creole under such Transferable Boudin Reinsurance Agreement as and to the extent
novated to Creole. 
 “Organizational Documents” means (a) with respect to
any corporation, its certificate or articles of incorporation or organization and its bylaws, (b) with respect to any limited partnership, its certificate of limited partnership and its partnership agreement, (c) with respect to any
general partnership, its partnership agreement, and (d) with respect to any limited liability company, its certificate or articles of formation or organization and its operating agreement or other organizational documents. 

“Parties” means the Company, Creole and Boudin, collectively (and each individually is a
“Party”). 
 “Person” means an individual, a partnership, a
corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, a union, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof. 

“Separation” has the meaning set forth in the recitals to this Agreement. 

 

 3 








 “Subsidiary” means, with respect to any
specified Person, any corporation, partnership, limited liability company, joint venture or other organization, whether incorporated or unincorporated, of which at least a majority of the securities or interests having by the terms thereof ordinary
voting power to elect at least a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such specified Person or by any one or
more of its Subsidiaries, or by such specified Person and one or more of its Subsidiaries. 

“Substituted Collateral” means the MII LOC and the B&W LOC. 

“Transferable Boudin Reinsurance Agreements” means those Existing Reinsurance Agreements
in which Boudin is the reinsurer and that reinsure, in whole or in part and whether or not including other obligations, Company B&W Obligations. 

“Transferable Creole Reinsurance Agreements” means those Existing Reinsurance Agreements
in which Creole is the reinsurer and that reinsures, in whole or in part and whether or not including other obligations, Company MII Obligations. 

“Wholly Retained Boudin Reinsurance Agreement” means an Existing Reinsurance Agreement in
which Boudin is the reinsurer and that is not a Transferable Boudin Reinsurance Agreement. 

“Wholly Retained Creole Reinsurance Agreement” means an Existing Reinsurance Agreement in
which Creole is the reinsurer and that is not a Transferable Creole Reinsurance Agreement. 
 2.
Assumption and Novation. 
 (a) Boudin Assumption and Novation. Notwithstanding
anything in any Transferable Creole Reinsurance Agreement to the contrary, and effective as of the Assumption Time, Creole hereby transfers and assigns, and Boudin hereby assumes by novation, so much of each Transferable Creole Reinsurance Agreement
as reinsures any Company MII Obligation. In connection with such transfer, assignment, and novation: 

(i) Boudin hereby agrees to observe, pay, perform, satisfy, fulfill and discharge, to the extent and in
the manner required under the applicable Transferable Creole Reinsurance Agreement, any and all now existing and hereafter arising duties, terms, provisions, covenants, obligations and liabilities of Creole under the Transferable Creole Reinsurance
Agreement with respect to the Company MII Obligations insofar as transferred above (the “Boudin Assumption and Novation”); and 

(ii) The Company and each ACE Affiliate hereby consent to, and agree to give full force and effect to, the
Boudin Assumption and Novation. From and after the Assumption Time, Boudin and not Creole shall be treated as the Company’s (or applicable ACE Affiliate’s) contractual counterparty with respect the contracts and mutual rights and
obligations subject to the Boudin Assumption and Novation. Without limitation, the Company and each ACE Affiliate, as applicable: 
  

	 	a	 may enforce against Boudin its rights with respect to the Company MII Obligations under the Transferable Creole Reinsurance Agreements to the same
extent such Person could, prior to the Boudin Assumption and Novation, enforce such rights against Creole, and 


  

	 	b	 shall perform for the benefit of Boudin any obligation with respect to the Company MII Obligations under the Transferable Creole Reinsurance
Agreements to the same extent such Person was obligated, prior to the Boudin Assumption and Novation, to perform such obligations for the benefit of Creole, and 



 

	 	c	 releases Creole from its obligation to observe, pay, perform, satisfy, fulfill or discharge any obligations under any Transferable Creole
Reinsurance Agreements with respect to any Company MII Obligation. 


 (b)
No Transfer or Novation of Creole Obligations arising from B&W Operations. The Wholly Retained Creole Reinsurance Agreements are not novated or otherwise affected by the Boudin Assumption

  

 4 








 
and Novation. The Transferable Creole Reinsurance Agreements are novated to Boudin as set forth above only to the extent that they reinsure Company MII Obligations. To the extent that the
Transferable Creole Reinsurance Agreements reinsure Company B&W Obligations, the Parties acknowledge that Creole and not Boudin shall continue to observe, pay, perform, satisfy, fulfill and discharge any and all now existing and hereafter
arising duties, terms, provisions, covenants, obligations and liabilities of the reinsurer under the Transferable Creole Reinsurance Agreements. 

(c) Creole Assumption and Novation. Notwithstanding anything in any Transferable Boudin Reinsurance
Agreement to the contrary, and effective as of the Assumption Time, Boudin hereby transfers and assigns, and Creole hereby assumes by novation so much of each Transferable Boudin Reinsurance Agreement as reinsures any Company B&W Obligation. In
connection with such transfer and assignment, 
 (i) Creole hereby agrees to observe, pay,
perform, satisfy, fulfill and discharge, to the extent and in the manner required under the applicable Transferable Boudin Reinsurance Agreement, any and all now existing and hereafter arising duties, terms, provisions, covenants, obligations and
liabilities of Boudin under the Transferable Boudin Reinsurance Agreements with respect to the Company B&W Obligations insofar as transferred above (the “Creole Assumption and Novation”); and 

(ii) The Company and each ACE Affiliate hereby consent to, and agree to give full force and effect to, the
Creole Assumption and Novation. From and after the Assumption Time, Creole and not Boudin shall be treated as the Company’s (or applicable ACE Affiliate’s) contractual counterparty with respect the contracts and mutual rights and
obligations subject to the Creole Assumption and Novation. Without limitation, the Company and each ACE Affiliate, as applicable: 
  

	 	a	 may enforce against Creole its rights under the Transferable Boudin Reinsurance Agreements to the same extent such Person could, prior to the Creole
Assumption and Novation, enforce such rights against Boudin, and 


  

	 	b	 shall perform for the benefit of Creole any obligation under the Transferable Boudin Reinsurance Agreements to the same extent such Person was
obligated, prior to the Creole Assumption and Novation, to perform such obligations for the benefit of Boudin, and 


  

	 	c	 releases Boudin from its obligation to observe, pay, perform, satisfy, fulfill or discharge any obligations under any Transferable Boudin
Reinsurance Agreements with respect to any Company B&W Obligation. 


 (d)
No Transfer or Novation of Boudin Obligations arising from MII Operations. The Wholly Retained Boudin Reinsurance Agreements are not novated or otherwise affected by the Creole Assumption and Novation. The Transferable Boudin Reinsurance
Agreements are novated to Creole as set forth above only to the extent that they reinsure Company B&W Obligations. To the extent that the Transferable Boudin Reinsurance Agreements reinsure Company MII Obligations, the Parties acknowledge that
Boudin and not Creole shall continue to observe, pay, perform, satisfy, fulfill and discharge any and all now existing and hereafter arising duties, terms, provisions, covenants, obligations and liabilities of the reinsurer under the Transferable
Boudin Reinsurance Agreements. 
 (e) No Effect on Aggregate Limits of Liability. For the
avoidance of doubt, it is understood and agreed that the aggregate liability of Creole and Boudin, taken together, under the Existing Reinsurance Agreements (or any of them) is not intended to be, and shall be deemed not to be, increased by
implementation of this Agreement. In particular, and without limitation, to the extent that any Transferable Creole Reinsurance Agreement (or Transferable Boudin Reinsurance Agreement) contains an aggregate limit of liability, that aggregate limit
of liability shall, after the Assumption Time, apply as a single, joint aggregate limit of liability as between (i) the resulting Novated Reinsurance Agreement and (ii) the portions of the Transferable Creole Reinsurance Agreement (or
Transferable Boudin Reinsurance Agreement) that are retained pursuant to Section 2(b) (or Section 2(d)) above. Neither Creole or Boudin shall have any further liability under a Novated Reinsurance Agreement upon actual exhaustion by
payment of the single, joint aggregate limit of liability thereunder; provided, however, that each of Creole and Boudin agree that 

 

 5 








 
the Company may determine the order in which any such single, joint aggregate limit of liability may be payable by each of them under such Novated Reinsurance Agreement, and provided further that
(x) neither Creole or Boudin may refuse to pay any amount due to the Company on the basis of any claim or contention that in determining the order in which such limits are to be paid thereunder, the Company has not acted in good faith or has
acted improperly, and (y) neither Creole nor Boudin may assert any such claim or contention as a defense to liability or payment or otherwise. 

3. Collateral. 

(a) Boudin LOC. 

(i) Boudin (including for purposes of this Section 3, and if MII and Boudin so elect, MII on
Boudin’s behalf) will, within fifteen (15) days after the Effective Date, provide to the Company, as beneficiary thereof, an irrevocable letter of credit (the “Boudin LOC”) in an amount of $696.00 (which amount shall be
less than the aggregate amount of the Existing Collateral), issued in a form and by a bank or other financial institution, in each case acceptable to the Company; and/or such other forms of collateral as the Company may permit in writing from time
to time. The Boudin LOC shall secure the Go-Forward Boudin Obligations. 
 (ii) The Boudin LOC
shall be “evergreen,” meaning that it shall provide by its terms that it will be renewed automatically each year for an additional year unless written notice of non-renewal is received by the Company at least sixty (60) days prior to
the Boudin LOC’s anniversary date. If the Company permits Boudin to provide collateral in a form other than the Boudin LOC, Boudin shall provide such collateral in an amount and form acceptable to the Company. 

(iii) Boudin shall continue to provide the Boudin LOC (or other collateral acceptable to the Company) as
security for payment of the Go-Forward Boudin Obligations, until the Company determines that there is no longer any need for such collateral. If there shall be a material deterioration in the financial condition of the bank or other financial
institution which has issued the Boudin LOC, the Company shall have the right to require Boudin to replace the Boudin LOC with a new letter of credit with similar terms issued by a bank or other financial institution then acceptable to the Company.

 (iv) The Company shall have the right to draw against the Boudin LOC and/or other collateral
solely (a) in accordance with the terms of the applicable Wholly Retained Boudin Reinsurance Agreement or Novated-to-Boudin Reinsurance Agreement, as the case may be, and/or as required and permitted by the laws and regulations of the
Commonwealth of Pennsylvania, or (b) in the event that a notice of nonrenewal is received pursuant to the evergreen clause. 

(v) Annually, the Company shall review and redetermine the amount of the Go-Forward Boudin Obligations and
the amount of collateral security required pursuant to this Agreement. At such time, MII will provide its most recent audited financial statements, interim financial statements, and any other financial information reasonably requested by the Company
for the purpose of evaluating the financial condition of MII. MII will provide any needed increases in the amount of the Boudin LOC (and/or other collateral if acceptable to the Company) within thirty (30) days of the Company’s written
request for any additional required amount of the Boudin LOC. The Company will effect any decreases in the amount of the Boudin LOC (and/or other collateral) promptly, provided that Boudin is not in breach of any of its obligations under this
Agreement or the Existing Reinsurance Agreements as transferred and novated hereunder and MII is not in breach of any of its obligations to the Company under the ALAA. 

(b) Creole LOC. 

(i) Creole (including for purposes of this Section 3, and if B&W and Creole so elect, B&W on
Creole’s behalf) will, within fifteen (15) days after the Effective Date, provide to the Company, as beneficiary thereof, an irrevocable letter of credit (the “Creole LOC”) in an amount of $4,171,230.00 (which amount shall
be less than the aggregate amount of the Existing Collateral), issued in a form and 
  

 6 








 
by a bank or other financial institution, in each case acceptable to the Company; and/or such other forms of collateral as the Company may permit in writing from time to time. The Creole LOC
shall secure the Go-Forward Creole Obligations. 
 (ii) The Creole LOC shall be
“evergreen,” meaning that it shall provide by its terms that it will be renewed automatically each year for an additional year unless written notice of non-renewal is received by the Company at least sixty (60) days prior to the
Creole LOC’s anniversary date. If the Company permits Creole to provide collateral in a form other than the Creole LOC, Creole shall provide such collateral in an amount and form acceptable to the Company. 

(iii) Creole shall continue to provide the Creole LOC (or other collateral acceptable to the Company) as
security for payment of the Go-Forward Creole Obligations, until the Company determines that there is no longer any need for such collateral. If there shall be a material deterioration in the financial condition of the bank or other financial
institution which has issued the Creole LOC, the Company shall have the right to require Creole to replace the Creole LOC with a new letter of credit with similar terms issued by a bank or other financial institution then acceptable to the Company.

 (iv) The Company shall have the right to draw against the Creole LOC and/or other collateral
solely (a) in accordance with the terms of the applicable Wholly Retained Creole Reinsurance Agreement or Novated-to-Creole Reinsurance Agreement, as the case may be, and/or as required and permitted by the laws and regulations of the
Commonwealth of Pennsylvania, or (b) in the event that a notice of nonrenewal is received pursuant to the evergreen clause. 

(v) Annually, the Company shall review and redetermine the amount of the Go-Forward Creole Obligations and
the amount of collateral security required pursuant to this Agreement. At such time, B&W will provide its most recent audited financial statements, interim financial statements, and any other financial information reasonably requested by the
Company for the purpose of evaluating the financial condition of B&W. B&W will provide any needed increases in the amount of the Creole LOC (and/or other collateral if acceptable to the Company) within thirty (30) days of the
Company’s written request for any additional required amount of the Creole LOC. The Company will effect any decreases in the amount of the Creole LOC (and/or other collateral) promptly, provided that Creole is not in breach of any of its
obligations under this Agreement or the Existing Reinsurance Agreements as transferred and novated hereunder and B&W is not in breach of any of its obligations to the Company under the ALAA. 

(c) Existing Security Agreements; Substituted Collateral. Notwithstanding anything in any Existing
Reinsurance Agreement or any Existing Security Agreement to the contrary, the Company shall release the Existing Collateral (including, without limitation, providing the necessary directions to issuing banks of letters of credit, trustees of
reinsurance trusts, and/or similar third parties) upon receipt of the Substituted Collateral as set forth in Section 3(a)(i) and 3(b)(i), and the Parties shall take all actions and execute any documents necessary to terminate the Existing
Security Agreements. 
 (d) Adjustments of Funds Withheld. To the extent that the Company
has retained funds of Creole or Boudin as funds withheld under any Existing Reinsurance Agreement (including, without limitation, by allocating reinsurance premium or other funds of the reinsurers to claim payment funds held by ESIS), such funds
shall continue to be maintained following the transactions contemplated by this Agreement. If the Company desires to effect a one-time reallocation of such funds withheld as between Creole and Boudin as a result of the transactions contemplated by
this Agreement, it shall provide notice of such reallocation as promptly as possible after the Assumption Time, but in any event on or prior to October 1, 2010, and Creole and Boudin shall accept the Company’s determination of the amount
of such reallocation. 
 4. Existing Collateral. The Substituted Collateral required to be
provided by Creole and Boudin hereunder shall, except to the extent provided otherwise in this Agreement, be subject to all of the terms and conditions applicable to the Existing Collateral pursuant to the Existing Reinsurance Agreements to the same
extent that such terms and conditions applied to the Existing Collateral thereunder. 
  

 7 








 5. Allocation. 

(a) Company Designations. The Company’s determination as to whether an obligation is a
Go-Forward Boudin Obligation or a Go-Forward Creole Obligation (a “Company Designation”) shall be binding on Creole and Boudin, and they shall not delay, or make any deduction with respect to, their payment or other response to such
obligation on account of any disagreement with such determination, provided, however, that such payment or other response shall not be construed as prejudicial to either Party in any dispute between Creole and Boudin with respect to
any such Company Designation. 
 (b) Disputes. Any dispute or disagreement between Creole
and Boudin with respect to the correctness of a Company Designation shall be resolved pursuant to Article V of the Master Separation Agreement by MII on behalf of Boudin and B&W on behalf of Creole; provided, that (i) the
Company will not be made a party to any arbitration proceeding arising from such dispute or disagreement, but may be called as a witness; (ii) any reasonable costs incurred by the Company in respect of any such arbitration proceeding will be
fully reimbursed to the Company promptly following receipt of a reimbursement demand from the Company; (iii) under no circumstances will MII or B&W or Creole or Boudin, as a result of such arbitration proceeding, require the Company to
return any amount received by the Company pursuant to a prior Company Designation, whether such amount was received as a result of the Company’s draw against security posted for its benefit or otherwise, and (iv) the Company shall comply
with the allocation or other resolution of such dispute. 
 6. Billing. On and after the Effective
Date, the Company will (in each case in accordance with the billing procedures set forth in the applicable Existing Reinsurance Agreement) 

(a) bill Creole directly for such of the Go-Forward Creole Obligations as are then due and payable, and
provide Creole with appropriate reports and accounting with respect to such obligations; and 

(b) bill Boudin directly for such of the Go-Forward Boudin Obligations as are then due and payable, and
provide Boudin with appropriate reports and accounting with respect to such obligations. 
 7.
Amendments. Neither this Agreement nor any provision hereof may be amended, changed, waived, discharged or terminated except by a written instrument signed by each Party. 

8. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and
their respective successors and permitted assigns. Neither this Agreement nor any right or obligation hereunder may be assigned or conveyed by any Party without the prior written consent of the other Parties, which consent shall not be unreasonably
withheld. 
 9. No Waiver. The failure or refusal by any Party to exercise any rights granted
hereunder shall not constitute a waiver of such rights or preclude the subsequent exercise thereof, and no oral communication shall be asserted as a waiver of any such rights hereunder unless such communication shall be confirmed in a writing
plainly expressing an intent to waive such rights and signed by the Party against whom such waiver is asserted. 

10. Counterparts. This Agreement may be executed in any number of counterparts each of which when so
executed and delivered shall constitute an original, but such counterparts together shall constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by facsimile transmission shall constitute effective
execution and delivery of this Agreement as to the Parties and may be used in lieu of the original Agreement for all purposes. Signatures of the Parties and other Persons signatory hereto transmitted by facsimile shall be deemed to be their original
signatures for all purposes. 
 11. No Third Party Beneficiary. This Agreement shall not be deemed
to give any right or remedy to any third party whatsoever unless otherwise specifically granted hereunder. 
  

 8 








 12. Parties’ Representations. As of the Effective Date,
each of the Parties expressly represents on its own behalf: (a) it is an entity in good standing in its jurisdiction of organization; (b) it has all requisite corporate power and authority to enter into this Agreement, and to perform its
obligations hereunder; (c) the execution and delivery by it of this Agreement, and the performance by it of its obligations under this Agreement, have been duly authorized by all necessary corporate or other action; (d) this Agreement,
when duly executed and delivered by it, and subject to the due execution and delivery hereof by the other Parties, will be a valid and binding obligation of it, enforceable against it, its successors and permitted assigns, in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equity principles; (e) the execution, delivery and performance of this Agreement and
the consummation of the transactions contemplated hereby in accordance with the respective terms and conditions hereof will not (i) violate any provision of its Organizational Documents, (ii) violate any applicable order, judgment,
injunction, award or decree of any court, arbitrator or governmental or regulatory body against it, or binding upon it, or any agreement with, or condition imposed by, any governmental or regulatory body, foreign or domestic, binding upon it as of
the date hereof, or (iii) violate any agreement, contract, obligation, promise or undertaking that is legally binding and to which it is a party or by which it is bound; and (f) the signatory hereto on behalf of it is duly authorized and
legally empowered to enter into this Agreement on its behalf. 
 13. Notices. Any and all notices,
requests, approvals, authorizations, consents, instructions, designations and other communications that are required or permitted to be given pursuant to this Agreement shall be in writing and may be given either by personal delivery, first class
prepaid post (airmail if to another country) or by internationally recognized overnight delivery service to the following address, or to such other address and recipient as such Party may have notified in accordance with the terms of this section as
being its address or recipient for notification for the purposes of this Agreement: 
  

					
	 If to the Company
	  	 ACE American Insurance Company

225 E. John Carpenter Freeway, Suite 1300

Irving, TX 75062

		  	 Attention:
	  	 Underwriting Manager

ACE Risk Management

			
		  	 Telephone:
	  	 (972) 465.7500

		  	 Facsimile:
	  	 (972) 465.7826

		
	 If to Boudin:
	  	 Boudin Insurance Company, Ltd., c/o McDermott International, Inc.

757 N. Eldridge Parkway

Houston, Texas 77079

		  	 Attention:
	  	 VP and Chief Risk Officer (with copy to General Counsel)

			
		  	 Telephone:
	  	 281-870-5785

		  	 Telecopier:
	  	 281-870-5923

		  	 Electronic Mail:
	  	 twoodard@mcdermott.com

			
		  	 with a copy to:
	  	
	 	  	 Boudin Insurance Company, Ltd.

Cedar House
 41
Cedar Avenue
 P.O. Box HM 1838

Hamilton HM HX Bermuda

Bermuda
 Fax
(441) 295-3982

		  	 Telephone:
	  	 281-870-5476

		  	 Telecopier:
	  	 281-870-5923

		  	 Electronic Mail:
	  	 cjryan@mcdermott.com


  


 9 









					
	 If to any MII Entity:
	  	 McDermott International, Inc.

757 N. Eldridge Parkway

Houston, Texas 77079

		  	 Attention:
	  	 VP and Chief Risk Officer (with copy to General Counsel)

			
		  	 Telephone:
	  	 281-870-5785

		  	 Telecopier:
	  	 281-870-5923

		  	 Electronic Mail:
	  	 twoodard@mcdermott.com

		
	 If to Creole:
	  	 Creole Insurance Company, Ltd.

		
		  	 Prior to the Separation:

		
		  	 Creole Insurance Company, Ltd., c/o Babcock & Wilcox Holdings, Inc.

800 Main Street

Lynchburg, Virginia 24504

		  	 Attention:
	  	 Director, Risk Management (with copy to General Counsel)

		  	 Telephone:
	  	 434-522-6800

			
		  	 with a copy to:
	  	
		  	 McDermott International, Inc.

777 N. Eldridge Parkway

Houston, Texas 77079

		  	 Attention:
	  	 Director, Risk Management (with copy to General Counsel)

		
		  	 with an additional copy to:

		  	 Creole Insurance Company, Ltd.

Cedar House
 41
Cedar Avenue
 P.O. Box HM 1838

Hamilton HM HX Bermuda

Bermuda
 Fax
(441) 295-3982

		  	 Telephone:
	  	 281-870-5476

		  	 Telecopier:
	  	 281-870-5923

		  	 Electronic Mail:
	  	 cjryan@mcdermott.com

		
		  	 On and After the Separation:

		
		  	 The Babcock & Wilcox Company

The Harris Building

13024 Ballantyne Corporate Place, Suite 700

Charlotte, North Carolina

		  	 Attention:
	  	 Director, Risk Management (with copy to General Counsel)

		
		  	 with a copy to:

		  	 Creole Insurance Company, Ltd.

Cedar House
 41
Cedar Avenue
 P.O. Box HM 1838

Hamilton HM HX Bermuda

Bermuda
 Fax
(441) 295-3982

		  	 Telephone:
	  	 281-870-5476

		  	 Telecopier:
	  	 281-870-5923

		  	 Electronic Mail:
	  	 cjryan@mcdermott.com


  

 10 









					
	 If to any B&W Entity:
	  	 Prior to the Separation:

		
		  	 Babcock & Wilcox Holdings, Inc.

(f/k/a The Babcock & Wilcox Company)

800 Main Street

Lynchburg, Virginia 24504

		  	 Attention:
	  	 Director, Risk Management (with copy to General Counsel)

		  	 Telephone:
	  	 434-522-6800

			
		  	 with a copy to:
	  	
		  	 McDermott International, Inc.

777 N. Eldridge Parkway

Houston, Texas 77079

		  	 Attention:
	  	 Director, Risk Management (with copy to General Counsel)

			
		  	 Telephone:
	  	 281-870-5476

		  	 Telecopier:
	  	 281-870-5923

		  	 Electronic Mail:
	  	 cjryan@mcdermott.com

		
		  	 On and After the Separation:

		
		  	 The Babcock & Wilcox Company

The Harris Building

13024 Ballantyne Corporate Place, Suite 700

Charlotte, North Carolina

		  	 Attention:
	  	 Director, Risk Management (with copy to General Counsel)



Any notice or communication to any Person shall be deemed to be received by that Person: 

(A) upon personal delivery; or 

(B) upon receipt if sent by mail or courier. 

14. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws
of the Commonwealth of Pennsylvania without regard to those provisions concerning conflicts of laws that would result in the application of the laws of any other jurisdiction. 

15. Entire Agreement. THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT AMONG ALL OF THE PARTIES WITH RESPECT
TO THE TRANSFERS, ASSUMPTIONS, AND NOVATIONS DESCRIBED HEREIN AND SUPERSEDES ALL OTHER PRIOR AGREEMENTS AND UNDERSTANDINGS, BOTH WRITTEN AND ORAL, WITH RESPECT TO SUCH TRANSFERS, ASSUMPTIONS, AND NOVATIONS. SOLELY FOR INTERPRETATION PURPOSES, THE
PARTIES ACKNOWLEDGE THAT THIS AGREEMENT IS INTENDED TO BE READ TOGETHER WITH THE ALAA. 
 16. Dispute
Resolution. 
 (a) For dispute resolution purposes as between Creole and Boudin, and all
disputes between Creole and Boudin arising out of this Agreement, including without limitation as to whether a given obligation is a Go-Forward Creole Obligation or a Go-Forward Boudin Obligation, shall be resolved in accordance with the procedures
set forth in the Master Separation Agreement (provided, however, that until the Master Separation Agreement is executed and delivered by all parties thereto, the reference to such agreement in this Section 16(a) shall be deemed to refer to the
draft thereof dated as of April 28, 2010). 
  

 11 








 (b) As between the Company on the one hand and Creole and/or
Boudin, on the other hand, all disputes arising hereunder shall be resolved in accordance with the arbitration provisions of the most recent Existing Reinsurance Agreement. In any such arbitration, the entity named in the applicable Company
Designation shall be the party formally opposed to the Company, but the other of Boudin or Creole shall have right to associate effectively in the defense and/or prosecution of such arbitration. 

17. Severability. If any term or other provision of this Agreement or the Exhibits attached hereto is
determined by a nonappealable decision by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the court, administrative agency or arbitrator shall interpret this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that
transactions contemplated hereby are fulfilled to the fullest extent possible. If any sentence in this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable. 

18. Rules of Construction. The definitions of terms used herein shall apply equally to the singular and
plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to
be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference
to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified, (b) any reference herein to any law shall be
construed as referring to such law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns
(subject to the restrictions contained herein), (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular
provision hereof, (e) with respect to the determination of any time period, the word “from” means “from and including” and the word “to” means “to and including” and (f) any reference herein to
Articles, Sections and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits to, this Agreement. No provision of this Agreement shall be interpreted or construed against any Person solely because such Person or its legal
representative drafted such provision. 
 [Remainder of Page Intentionally Left Blank] 

 

 12 








 IN WITNESS WHEREOF, the Parties intending to be legally bound hereby have
executed this Agreement, by their duly authorized representatives. 
  

					
	ACE AMERICAN INSURANCE COMPANY
		
	 By:
	 	
                 
/S/    LAURA VEST        

	 Printed Name:
	 	Laura Vest
	 Title:
	 	Vice President










			
	CREOLE INSURANCE COMPANY, LTD.
		
	 By:
	 	 /S/    BENJAMIN H.
BASH        

		 	Benjamin H. Bash
		 	Assistant Secretary
	
	BOUDIN INSURANCE COMPANY, LTD.
		
	 By:
	 	 /S/    LIANE K.
HINRICHS        

		 	Liane K. Hinrichs
		 	Assistant Secretary


 Consented
to for Purposes of Section 3: 
  

			
	MCDERMOTT INTERNATIONAL INC.
		
	 By:
	 	 /S/    LIANE K.
HINRICHS        

	 Name:
	 	Liane K. Hinrichs
	 Title:
	 	Senior Vice President
	
	BABCOCK & WILCOX HOLDINGS, INC.
		
	 By:
	 	 /S/    MICHAEL S.
TAFF        

	 Name:
	 	Michael S. Taff
	 Title:
	 	Senior Vice President








 EXHIBIT I – B&W ENTITIES 

See Schedule 1.1(a) and Schedule 1.1(c) attached hereto. No B&W Entity listed on Schedule 

1.1(a) shall be deemed to be an “Insured”, a “Named Insured” or otherwise be deemed to be insured 

under any Existing Policy or Existing Reinsurance Agreement solely by virtue of being 

listed on such Schedule 1.1(a). 








			
	 Schedule 1.1(a)

B&W FORMER

		
	 Reference ID
	  	 Name

	333	  	Ahahsain Hudson Heat Transfer Co. Ltd.
	398	  	Advanced Refractory Technologies, Inc.
		  	A.M. Lockett & Co., Limited
		  	Amcermet Corporation
	924	  	ASEA Babcock
	235	  	Ash Acquisition Company
	326	  	B & W Clarion, Inc.
	574	  	B&W Ebensburg Pa., Inc.
	460	  	B&W Energy Investments, Inc.
	383	  	B&W Fort Worth Power, Inc.
	950	  	B&W Fuel Company
	535	  	B&W Fuel, Inc.
	922	  	B&W Mexicana, S.A. de C.V.
	9991	  	B&W North Branch G.P., Inc.
	9990	  	B&W North Branch L.P., Inc.
	537	  	B&W Nuclear Service Company
	960	  	B&W Nuclear Service Company
	536	  	B&W Nuclear, Inc.
	586	  	B&W Saba, Inc.
	591	  	B&W Service Company
	579	  	B&W SOFC G.P., Inc.
	578	  	B&W SOFC L.P., Inc.
	381	  	B&W Special Projects, Inc.
	569	  	B&W Triso Corporation
		  	B&W Tubular Products Limited
	573	  	B&W/OHM Weldon Spring, Inc.
	212	  	Babcock & Wilcox Asia Investment Co., Inc.
	115	  	Babcock & Wilcox Asia Limited
	533	  	Babcock & Wilcox Canada Leasing Ltd.
	503	  	Babcock & Wilcox Canada Ltd.
	215	  	Babcock & Wilcox China Investment Co., Inc.
	594	  	Babcock & Wilcox do Brasil Limitada
	528	  	Babcock & Wilcox do Brasil Participacoes Limitada
	206	  	Babcock & Wilcox Egypt SAE









			
	169	  	Babcock & Wilcox Fibras Ceramicas Limitada
	519	  	Babcock & Wilcox Finance, Inc.
	557	  	Babcock & Wilcox Foreign Sales Corporation
	175	  	Babcock & Wilcox Gama Kazan Teknolojisi A.S.
	552	  	Babcock & Wilcox General Contracting Company
	565	  	Babcock & Wilcox Government Services Company
	395	  	Babcock & Wilcox HRSG Company
		  	Babcock & Wilcox Industries, Ltd.
	531	  	Babcock & Wilcox International Sales Corporation
	549	  	Babcock & Wilcox International Sales Corporation
	342	  	Babcock & Wilcox Investment Company
	305	  	Babcock & Wilcox Jonesboro Power, Inc.
	2007	  	Babcock & Wilcox Nevada, LLC
		  	Babcock & Wilcox Refractories Limited
	323	  	Babcock & Wilcox Salt City Power, Inc.
	543	  	Babcock & Wilcox Services, Inc.
	322	  	Babcock & Wilcox Tracy Power, Inc.
	314	  	Babcock & Wilcox Victorville Power, Inc.
	727	  	Babcock & Wilcox Volund France SAS
	315	  	Babcock PFBC, Inc.
	559	  	Babcock Southwest Construction Corporation
	945	  	Babcock-Brown Boveri Reaktor GmbH
	936	  	Babcock-Ultrapower Jonesboro
	937	  	Babcock-Ultrapower West Enfield
	951	  	Bailey Beijing Controls Co., Ltd.
	516	  	Bailey Controls Australia Pty. Limited
	517	  	Bailey Controls International Sales & Services Company, Inc.
	954	  	Bailey Controls Jordan for Process Controls Services, Ltd.
	563	  	Bailey Controls Sales & Service (Australia) Pty. Limited
	564	  	Bailey Controls Sales & Services Canada Inc.
	561	  	Bailey do Brasil Instrumentos Industriais Limitada
	114	  	Bailey International, Inc.
	923	  	Bailey Japan Company Limited
	542	  	Bailey Meter and Controls Company
		  	Bailey Meter Company
	562	  	Bailey Meter Co. (Japan) Ltd.
		  	Bailey Meter Company Limited
		  	Bailey Meter GmbH









			
	646	  	Brick Insurance Company, Ltd.
	590	  	BWXT Protec, Inc.
		  	C.C. Moore & Company Engineers
	511	  	Ceramatec G.P., Inc.
	510	  	Ceramatec SOFC, Inc.
	329	  	Clarion Energy, Inc.
	328	  	Clarion Power Company
	321	  	Conam Nuclear, Inc.
		  	Control Components France
	514	  	Control Components Italy S.R.L.
		  	Control Components, Inc. (California)
		  	Control Components, Inc. (Delaware)
	948	  	Control Components Japan
	1914	  	CTR Solutions, LLC
	545	  	Detroit Broach & Machine Corporation
	551	  	Diamond Blower Company Limited
		  	Diamond Canapower Ltd.
	518	  	Diamond Power Importacao e Exportacao Ltda.
	144	  	Diamond Power Korea Inc.
	526	  	Diamond Power Specialty (Japan) Ltd.
	558	  	Diamond Power Specialty (Proprietary) Limited
	546	  	Diamond Power Specialty Corporation (Delaware)
		  	Diamond Power Speciality Corporation (Ohio)
	529	  	Diamond Power Specialty GmbH
		  	Diescher Tube Mills, Inc.
	332	  	Ebensburg Energy, Inc.
	397	  	Ejendomsaktieselskabet Falkevej2
	961	  	Enserch Environmental Management Company, Inc.
	968	  	EPC Business Trust
	919	  	Especialidades Termomecanicas, S.A. de C.V.
	550	  	Ferry-Diamond Engineering Company Limited
	928	  	Fibras Ceramicas C.A.
	509	  	Fibras Ceramicas, Inc.
	547	  	Globe Steel Tubes Corporation
		  	Greer Land Co.
		  	Holmes Insulations Limited
	124	  	Hudson Heat Transfer International, Inc.
	1955	  	Hudson HEI Pty. Ltd.









			
	914	  	Hudson Northern Industries Inc.
	125	  	Hudson Products Aktiebolag
	567	  	Hudson Products Corporation (1)
	902	  	Hudson Products de Mexico, S.A. de C.V.
	1907	  	Integran Technologies Inc.
	461	  	International Disarmament Corporation
	941	  	Isolite Babcock Refractories Company, Ltd.
	927	  	Isolite Eastern Union Refractories Co., Ltd.
	920	  	KBW Gasification Systems, Inc.
	512	  	LT Produkter i Skutskar AB
	938	  	Maine Power Services
	345	  	McDermott Heat Transfer Company
	344	  	McDermott Productos Industriales de Mexico, S.A. de C.V.
	946	  	Medidores Bailey, S.A. de C.V.
	942	  	Morganite Ceramic Fibres Limited
	943	  	Morganite Ceramic Fibres Pty. Limited
	944	  	Morganite Ceramic Fibres S. A.
		  	National Drill & Manufacturing Co.
	544	  	National Ecology (Alabama) Incorporated
	575	  	National Ecology (Utah) Incorporated
	976	  	Nooter/Eriksen - Babcock & Wilcox, L.L.C.
	933	  	North American CWF Partnership
	9989	  	North Branch Power Company L.P.
	971	  	North County Operations Associates
		  	Nuclear Materials and Equipment Corporation
	958	  	Olin Pantex Inc.
	1153	  	P. T. Heat Exchangers Indonesia
	934	  	Palm Beach Energy Associates
		  	Piedmont Tool Machine Company
	576	  	Power Computing Company
	581	  	Power Systems Sunnyside Operations GP, Inc.
	583	  	Power Systems Sunnyside Operations LP, Inc.
		
		  	(1) a Delaware Corporation
	905	  	PowerSafety International, Inc.
	508	  	Productos de Caolin, Inc.
	577	  	PSO Caribbean, Inc.
	1980	  	Savannah River Alliance LLC









			
	2008	  	Savannah River Tactical Services LLC
	984	  	SOFCo L.P.
	932	  	South Point CWF
	556	  	Sunland Construction Co., Inc.
	988	  	Sunnyside Cogeneration Associates
	582	  	Sunnyside II, Inc.
	992	  	Sunnyside II, L.P
	303	  	Sunnyside III, Inc.
	993	  	Sunnyside Operations Associates L.P.
	571	  	Termobloc Industria E Comercio Ltda.
	953	  	Thermax Babcock & Wilcox Limited
	502	  	TLT-Babcock, Inc.
	570	  	Triso
	1152	  	W.E. Smith Hudson Pty. Ltd.
	548	  	W. F. and John Barnes Company








 Schedule 1.1(c) 

B&W CURRENT 
  

					
	 Reference ID
	  	 Name
	  	  
	553	  	Americon Equipment Services, Inc.	  	
	554	  	Americon, Inc.	  	
	732	  	Applied Synergistics, Inc.	  	
	127	  	B&W de Panama, Inc.	  	
	532	  	Babcock & Wilcox Canada Ltd.	  	
	1570	  	Babcock & Wilcox China Holdings, Inc.	  	
	555	  	Babcock & Wilcox Construction Co., Inc.	  	
	2011	  	Babcock & Wilcox de Monterrey, S.A. de C.V.	  	
	1571	  	Babcock & Wilcox Denmark Holdings, Inc.	  	
	327	  	Babcock & Wilcox Ebensburg Power, Inc.	  	
	302	  	Babcock & Wilcox Equity Investments, Inc.	  	
	1965	  	Babcock & Wilcox Holdings, Inc.	  	
	2028	  	Babcock & Wilcox India Holdings, Inc.	  	
	598	  	Babcock & Wilcox India Private Limited	  	
	126	  	Babcock & Wilcox International Investments Co., Inc.	  	
	530	  	Babcock & Wilcox International Sales and Service Corporation	  	
	541	  	Babcock & Wilcox International, Inc.	  	
	380	  	Babcock & Wilcox Investment Company	  	
	2010	  	Babcock & Wilcox Modular Nuclear Energy LLC	  	
	1974	  	Babcock & Wilcox Nuclear Operations Group, Inc.	  	
	1967	  	Babcock & Wilcox Nuclear Energy, Inc.	  	(formerly Babcock & Wilcox Nuclear Power Generation Group, Inc.
	2018	  	Babcock & Wilcox Nuclear Services (U.K.) Limited	  	
	500	  	Babcock & Wilcox Power Generation Group, Inc.	  	
	1961	  	Babcock & Wilcox Technical Services (U.K.) Limited	  	
	1970	  	Babcock & Wilcox Technical Services Clinch River, LLC	  	
	572	  	Babcock & Wilcox Technical Services Group, Inc.	  	(formerly BWXT Services, Inc.)
	587	  	Babcock & Wilcox Technical Services Savannah River Company	  	(formerly BWXT Savannah River Company)
	599	  	Babcock & Wilcox Volund A/S	  	(formerly Babcock & Wilcox Volund ApS)
	2000	  	BCE Parts Ltd.	  	
	596	  	BWX Technologies, Inc.	  	
	580	  	BWXT Federal Services, Inc.	  	
	589	  	BWXT Hanford Company	  	
	382	  	BWXT of Idaho, Inc.	  	
	592	  	BWXT of Ohio, Inc.	  	









					
	1576	  	BWXT Washington, Inc.	  	
	189	  	Creole Insurance Company, Ltd.	  	
	1988	  	Delta Power Services, LLC	  	
	766	  	Diamond Operating Co., Inc.	  	
	1572	  	Diamond Power Australia Holdings, Inc.	  	
	1984	  	Diamond Power Central & Eastern Europe s.r.o.	  	
	1573	  	Diamond Power China Holdings, Inc.	  	
	521	  	Diamond Power do Brasil Limitada	  	
	1574	  	Diamond Power Equity Investments, Inc.	  	
	525	  	Diamond Power Finland OY	  	
	504	  	Diamond Power Germany GmbH	  	(formerly Diamond Power - Sturm GmbH)
	597	  	Diamond Power International, Inc.	  	
	949	  	Diamond Power Machine (Hubei) Co., Inc.	  	
	1908	  	Diamond Power Services S.E.A. Ltd.	  	
	522	  	Diamond Power Specialty (Proprietary) Limited	  	
	523	  	Diamond Power Specialty Limited	  	
	524	  	Diamond Power Sweden AB	  	
	1990	  	DPS Berkeley, LLC	  	
	1997	  	DPS Cadillac, LLC	  	
	1995	  	DPS Florida, LLC	  	
	1993	  	DPS Gregory, LLC	  	
	1996	  	DPS Lowell Cogen, LLC	  	
	1992	  	DPS Mecklenburg, LLC	  	
	1991	  	DPS Michigan, LLC	  	
	1994	  	DPS Mojave, LLC	  	
	1998	  	DPS Sabine, LLC	  	
	278	  	Gumbo Insurance Company, Ltd.	  	
	2003	  	Intech International Inc.	  	
	2002	  	Intech, Inc.	  	
	2001	  	Ivey-Cooper Services, L.L.C.	  	
	1968	  	Marine Mechanical Corporation	  	
	540	  	National Ecology Company	  	
	2005	  	NFS Holdings, Inc.	  	
	2004	  	NOG-Erwin Holdings, Inc.	  	
	501	  	North County Recycling, Inc.	  	
	2006	  	Nuclear Fuel Services, Inc.	  	
	1989	  	O&M Holding Company	  	
	707	  	P. T. Babcock & Wilcox Asia	  	









			
	534	  	Palm Beach Resource Recovery Corporation
	560	  	Power Systems Operations, Inc.
	568	  	Revloc Reclamation Service, Inc.
	2013	  	Servicios de Fabricacion de Valle Soleado, S.A. de C.V.
	2012	  	Servicios Profesionales de Valle Soleado, S.A. de C.V.
	767	  	SOFCo - EFS Holdings LLC
	2029	  	The Babcock & Wilcox Company








 EXHIBIT II - EXISTING REINSURANCE AGREEMENTS 

See Attached. 








																	
	 Name of Agreement
	 	 Party to Agreement
	 	 Party to Agreement
	 	 Party to Agreement
	 	Party to Agreement	 	Party to Agreement	 	Effective Date of Agreement	 	 	 	 
	 Reinsurance Agreement (agreement # 22004)
	 	Creole Insurance Company, Ltd.	 	Insurance Company of North America	 	McDermott Incorporated Et AI.	 		 		 	6/1/1975	 		 	mcdermott
	 Reinsurance Agreement
	 	Creole Insurance Company, Ltd.	 	Insurance Company of North America	 		 		 		 	4/1/1977	 	WC only	 	tf
	 Reinsurance Agreement
	 	Creole Insurance Company, Ltd.	 	Insurance Company of North America	 		 		 		 	4/1/1977	 	Auto & GL only	 	tf
	 Reinsurance Agreement
	 	Creole Insurance Company, Ltd.	 	Insurance Company of North America	 	INA of Texas	 		 		 	4/1/1978	 	WC only	 	tf
	 Reinsurance Agreement
	 	Creole Insurance Company, Ltd.	 	Insurance Company of North America	 		 		 		 	4/1/1978	 	Auto & GL only	 	tf
	 Reinsurance Agreement
	 	Creole Insurance Company, Ltd.	 	Insurance Company of North America	 	INA of Texas	 		 		 	4/1/1979	 	WC only	 	tf
	 Reinsurance Agreement
	 	Creole Insurance Company, Ltd.	 	Insurance Company of North America	 	INA of Texas	 		 		 	4/1/1979	 	Auto & GL only	 	tf
	 Reinsurance Agreement
	 	Creole Insurance Company, Ltd.	 	Insurance Company of North America	 	INA of Texas	 		 		 	4/1/1980	 	WC only	 	tf
	 Reinsurance Agreement
	 	Creole Insurance Company, Ltd.	 	Insurance Company of North America	 	INA of Texas	 		 		 	4/1/1980	 	Auto & GL only	 	tf
	 Reinsurance Agreement
	 	Creole Insurance Company, Ltd.	 	Insurance Company of North America	 		 		 		 	4/1/1982	 	Various other issuing companies included	 	vm
	 Addendum Number Five to Reinsurance Agreement effective 4/1/1982
	 	Creole Insurance Company, Ltd.	 	Insurance Company of North America	 		 		 		 	4/1/1983	 	Various other issuing companies included	 	vm
	 Addendum Number Six to Reinsurance Agreement effective 4/1/1982
	 	Creole Insurance Company, Ltd.	 	Insurance Company of North America	 		 		 		 	4/1/1984	 	Various other issuing companies included	 	vm
	 Addendum Number Seven to Reinsurance Agreement effective 4/1/1982
	 	Creole Insurance Company, Ltd.	 	Insurance Company of North America	 		 		 		 	4/1/1985	 	Various other issuing companies included	 	vm
	 Reinsurance Agreement
	 	Creole Insurance Company, Ltd.	 	Insurance Company of North America	 		 		 		 	4/1/1986	 	Various other issuing companies included	 	vm
	 Reinsurance Agreement
	 	Creole Insurance Company, Ltd.	 	Insurance Company of North America	 		 		 		 	4/1/1987	 	Various other issuing companies included; Amended to include CIGNA Insurance Company	 	vm
	 Reinsurance Agreement
	 	Creole Insurance Company, Ltd.	 	CIGNA Insurance Company	 		 		 		 	4/1/1987	 	Excess Liability	 	tf
	 Reinsurance Agreement
	 	Creole Insurance Company, Ltd.	 	Insurance Company of North America	 		 		 		 	4/1/1988	 	Various other issuing companies included; for Auto, WC and GL	 	vm
	 Reinsurance Agreement
	 	Creole Insurance Company, Ltd.	 	CIGNA Insurance Company	 		 		 		 	4/1/1988	 	for Excess Liability policy	 	vm
	 Trust Agreement
	 	Creole Insurance Company, Ltd.	 	Pacific Employers Insurance Company	 	Morgan Guaranty Trust Company of New York	 		 		 	6/24/1988	 		 	vm
	 Reinsurance Agreement
	 	Creole Insurance Company, Ltd.	 	Insurance Company of North America	 		 		 		 	4/1/1989	 	Various other issuing companies included	 	vm
	 Reinsurance Agreement
	 	Creole Insurance Company, Ltd.	 	Insurance Company of North America	 		 		 		 	4/1/1990	 	Various other issuing companies included; for Auto, WC and GL	 	vm
	 Reinsurance Agreement
	 	Creole Insurance Company, Ltd.	 	Insurance Company of North America	 		 		 		 	4/1/1990	 	for Maritime policy	 	vm
	 Reinsurance Agreement
	 	Creole Insurance Company, Ltd.	 	CIGNA Insurance Company	 		 		 		 	4/18/1990	 		 	tf
	 Reinsurance Agreement - Addendum I
	 	Creole Insurance Company, Ltd.	 	CIGNA Insurance Company	 		 		 		 	4/19/1990	 		 	tf
	 Reinsurance Agreement
	 	Creole Insurance Company, Ltd.	 	Insurance Company of North America	 		 		 		 	4/1/1991	 	Various other issuing companies included; for Auto, WC and GL	 	vm
	 Reinsurance Agreement
	 	Creole Insurance Company, Ltd.	 	Insurance Company of North America	 		 		 		 	4/1/1991	 	for Maritime policy	 	vm
	 Reinsurance Agreement
	 	Creole Insurance Company, Ltd.	 	Insurance Company of North America	 	Pacific Employers Insurance Company	 		 		 	4/1/1992	 		 	cp
	 Reinsurance Agreement
	 	Creole Insurance Company, Ltd.	 	Insurance Company of North America	 	Pacific Employers Insurance Company	 		 		 	4/1/1993	 		 	cp
	 Reinsurance Agreement
	 	Creole Insurance Company, Ltd.	 	Insurance Company of North America	 	Pacific Employers Insurance Company	 		 		 	4/1/1994	 		 	cp
	 Reinsurance Agreement
	 	Creole Insurance Company, Ltd.	 	CIGNA Insurance Company of Texas	 		 		 		 	4/1/1994	 		 	tf
	 Workers Compensation Residual Market Assessments Captive Programs
	 	Creole Insurance Company, Ltd.	 	CIGNA Insurance Company of Texas	 		 		 		 	4/1/1994	 		 	tf
	 Reinsurance Agreement
	 	Creole Insurance Company, Ltd.	 	CIGNA Insurance Company	 		 		 		 	4/1/1995	 		 	cp
	 Agreement for Workers Compensation Residual Market Assessments Captive Programs
	 	Creole Insurance Company, Ltd.	 	CIGNA Insurance Company	 		 		 		 	4/1/1995	 		 	cp
	 Reinsurance Agreement
	 	Creole Insurance Company, Ltd.	 	CIGNA Insurance Company	 	Indemnity Insurance Company of North America	 	CIGNA
Insurance
Company
of
Canada	 		 	4/1/1995	 		 	cp
	 Reinsurance Agreement
	 	Creole Insurance Company, Ltd.	 	Bankers Standard Insurance Company	 		 		 		 	4/1/1995	 		 	tf
	 Workers Compensation Residual Market Assessments 1995 Captive Programs
	 	Creole Insurance Company, Ltd.	 	Bankers Standard Insurance Company	 		 		 		 	4/1/1995	 		 	tf
	 Reinsurance Agreement
	 	Creole Insurance Company, Ltd.	 	Indemnity Insurance Co. of N.A.	 	CIGNA Insurance Company	 	CIGNA
Insurance
Company
of
Canada	 		 	4/1/1995	 	Addendum 1 effective 4/1/96	 	dc
	 Addendum I to Reinsurance Agreement
	 	Creole Insurance Company, Ltd.	 	Indemnity Insurance Company of North America	 	CIGNA Insurance Company	 	CIGNA
Insurance
Company
of
Canada	 		 	4/1/1996	 		 	cp
	 Reinsurance Agreement
	 	Creole Insurance Company, Ltd.	 	Indemnity Insurance Co. of N.A.	 	CIGNA Insurance Company	 	CIGNA
Insurance
Company
of
Canada	 	Pacific
Employers
Insurance
Company	 	4/1/1997	 	Addendum 2 effective 4/1/97	 	dc








 EXHIBIT III - MII ENTITIES 

See Schedule 1.1(b) and Schedule 1.1(j) attached hereto. No MII Entity listed on Schedule 1.1(b) shall be deemed to be an “Insured”, a
“Named Insured” or otherwise be deemed to be insured under any Existing Policy or Existing Reinsurance Agreement solely by virtue of being listed on such Schedule 1.1(b). 







 Schedule 1.1(b) 

MII FORMER 
  

			
	 Reference ID
	  	  
	947	  	Arabian General Contracting Company
	911	  	Arabian Petroleum Marine Construction Company
	8000	  	Associated Pipe Line Contractors, Inc.
	117	  	Badya Builders, Inc.
	242	  	Beheer-en Beleggingsmaatschappij Belesa B.V.
	9996	  	BJA-Mentor Production Systems Limited
	164	  	Brown & Root McDermott Fabricators Limited
	277	  	Cayenne Insurance Company, Ltd.
	629	  	CCC Fabricaciones y Construcciones S.A. de C.V.
	940	  	Construcciones Maritimas Mexicanas, S.A. de C.V.
	952	  	Davy McDermott Limited
	921	  	DB/McDermott Company
	1952	  	Deep Gulf Contractors LLC
	171	  	Deep Sea Divers Australia Pty. Limited
		  	Dick Evans, Inc.
	997	  	ETPM International (UK) Limited
	955	  	ETPM International S.A.S.
	999	  	Far East Vessels, Inc.
	108	  	First Emirates Trading Corporation
		  	Harvey Lumber & Supply Company
	174	  	Heavy Lift Chartering, Inc.
	935	  	HeereMac v.o.f.
	956	  	Heerema-McDermott (Aust.) Pty. Ltd.
	190	  	Honore Insurance Company, Ltd.
	917	  	Initec, Astano y McDermott International Inc., S.A.
		  	Ingenieria Petrolera Maritima, S.A. de C.V.
		  	Iranian Marine Contractors, Inc.
	102	  	J. Ray McDermott & Co. (Nederland) B.V.
	150	  	J. Ray McDermott (Aust.) Pty. Ltd.
	151	  	J. Ray McDermott (U.K.) Inc.
	350	  	J. Ray McDermott (Venezuela) C.A.
	325	  	J. Ray McDermott Arctic Ltd.
	307	  	J. Ray McDermott Gulf Contractors, Inc. (formerly the Early Company)









			
	394	  	J. Ray McDermott International Services (No. 1) Limited
	101	  	J. Ray McDermott International Services Limited
	152	  	J. Ray McDermott London, Ltd.
	641	  	J. Ray McDermott Marine Construction AS
	1125	  	J. Ray McDermott Newfoundland, Ltd.
	871	  	J. Ray McDermott Offshore Chartering (U.S.), Inc.
	372	  	J. Ray McDermott Properties, Inc.
	238	  	J. Ray McDermott Underwater Services, Inc.
	603	  	J. Ray McDermott Venture Holdings (U.S.), Inc.
	153	  	Jaramac Associated Services, Ltd.
		  	Jaramac Petroleum (U.K.) Limited
		  	Khafji Contractors, Inc.
	166	  	Khor Contractors, Inc.
	903	  	KME a.s.
	324	  	Lan-Dermott, S.A. de C.V.
	202	  	Madock Shipyard Company, Ltd.
	203	  	Macshelf Marine Construction Company, Ltd.
	106	  	Mandato Pty. Limited
	360	  	Marine Contractors, Inc.
	146	  	McAntille, N.V.
	168	  	McDermott - ETPM V.O.F.
	158	  	McDermott (Holland) B.V.
	304	  	McDermott (Nigeria) Limited
	245	  	McDermott Acquisition Company, Inc.
	972	  	McDermott APG Services Limited
	352	  	McDermott Azerbaijan Pipelines, Inc.
	156	  	McDermott Azerbaijan, Inc.
	351	  	McDermott Central & Eastern Europe, Inc.
		  	McDermott de Mexico, S.A. de C.V.
	118	  	McDermott Denmark ApS
	464	  	McDermott Energy Services, Inc.
	178	  	McDermott Engineering (Europe) Limited
		  	McDermott Enterprises France, S.A.
	128	  	McDermott Europe Marine Services, Ltd.
	313	  	McDermott Industries, Inc.
	354	  	McDermott Inland Services, Inc.
	201	  	McDermott International Asset Management, Ltd.
	343	  	McDermott International Aviation, Inc.









					
	346	  	McDermott International Aviation, Inc.	  	(formerly McDermott International Aviation Co., Inc.)
		  	McDermott International (Deutschland) GmbH	  	
	237	  	McDermott International Engineering & Construction Co., Ltd.	  	
	139	  	McDermott International Engineering Investments N.V.	  	
	121	  	McDermott International General Services, Inc.	  	
	123	  	McDermott International Marine Services, Inc.	  	
	236	  	McDermott International Marketing, Inc.	  	
	143	  	McDermott Marine UK Limited	  	
	462	  	McDermott Marketing Services, Inc.	  	
	103	  	McDermott Middle East Trading, Ltd.	  	
	172	  	McDermott Neutral Zone, Inc.	  	
		  	McDermott Norway, Inc.	  	
		  	McDermott Petroleum (Iran), Inc.	  	
	105	  	McDermott Sakhalin, Inc.	  	
	347	  	McDermott Shipbuilding, Inc.	  	
	111	  	McDermott Singapore Pte. Ltd.	  	
	221	  	McDermott Submarine Cable Ltd.	  	
	1951	  	McDermott Submarine Cable Systems Limited	  	
	205	  	McDermott Subsea Constructors Limited	  	
	110	  	McDermott Transition Co., Inc.	  	
		  	McDermott UAR, Inc.	  	
	184	  	McDermott West Indies Company	  	
	187	  	McDermott-ETPM (Norway), Inc.	  	
	998	  	McDermott-ETPM (UK) Limited	  	
	963	  	McDermott-ETPM B.V.	  	
	161	  	McDermott-ETPM East B.V.	  	
	167	  	McDermott-ETPM East N.V.	  	
	964	  	McDermott-ETPM N.V.	  	
	965	  	McDermott-ETPM S.A.	  	
	962	  	McDermott-ETPM West, Inc.	  	
	104	  	Menck GmbH	  	
	463	  	Mentor Engineering Consultants Limited	  	
	131	  	MIMCO, Inc.	  	
	908	  	MMC-McDermott Engineering Sdn. Berhad	  	
	317	  	Mofco N.V.	  	
	129	  	NOLA, Servicos E Participacoes Ltda.	  	
	141	  	Northern Marine Services, Inc.	  	
	107	  	Oceanic Red Sea Company	  	









			
	620	  	Offshore Angola, Ltd.
	632	  	Offshore Energy Capital Corporation
	622	  	Offshore Hyundai International Limited
	630	  	Offshore Hyundai International, Ltd.
	210	  	Offshore Marine Chartering N.V.
	610	  	Offshore Petroleum Divers, Inc.
	614	  	Offshore Pipelines (Mauritius) Ltd.
	616	  	Offshore Pipelines Far East Limited
	617	  	Offshore Pipelines International Gulf E.C.
	633	  	Offshore Power Generation Ltd.
	635	  	Offshore Production Vessels, Ltd.
	615	  	OPI Offshore Netherlands Holding B.V.
	611	  	OPI Sales & Service Corporation
	628	  	OPI Towing & Supply, L.L.C.
	624	  	OPMI, E.C.
	613	  	P. T. Armandi Pranaupaya
	850	  	Panama Offshore Chartering Company 1, Inc.
	859	  	Panama Offshore Chartering Company 10, Inc.
	860	  	Panama Offshore Chartering Company 11, Inc.
	861	  	Panama Offshore Chartering Company 12, Inc.
	862	  	Panama Offshore Chartering Company 13, Inc.
	863	  	Panama Offshore Chartering Company 14, Inc.
	864	  	Panama Offshore Chartering Company 15, Inc.
	865	  	Panama Offshore Chartering Company 16, Inc.
	866	  	Panama Offshore Chartering Company 17, Inc.
	867	  	Panama Offshore Chartering Company 18, Inc.
	868	  	Panama Offshore Chartering Company 19, Inc.
	851	  	Panama Offshore Chartering Company 2, Inc.
	869	  	Panama Offshore Chartering Company 20, Inc.
	870	  	Panama Offshore Chartering Company 21, Inc.
	852	  	Panama Offshore Chartering Company 3, Inc.
	853	  	Panama Offshore Chartering Company 4, Inc.
	854	  	Panama Offshore Chartering Company 5, Inc.
	855	  	Panama Offshore Chartering Company 6, Inc.
	856	  	Panama Offshore Chartering Company 7, Inc.
	857	  	Panama Offshore Chartering Company 8, Inc.
	858	  	Panama Offshore Chartering Company 9, Inc.
	154	  	Panama Offshore Chartering Company, Inc.









			
	990	  	Personal Administrativo de Vera Cruz, S.A. de C.V.
	991	  	Personal Ejecutivo de Veracruz, S.A. de C.V.
	645	  	Pirogue Insurance Company, Ltd.
	981	  	Sakhalin Energy Investment Company, Ltd.
	384	  	Samburg Holdings, Inc.
	109	  	Sharman, Allen, Gay & Taylor, S.A.
	989	  	Tallares Navales del Golfo, S.A. de C.V.
		  	The Evelyn Kay Company
		  	The Roger Thomas Company
		  	The Rosalie E. Company
		  	The Walter E. Company
	634	  	TL Marine Sdn. Bhd.
	621	  	TL Offshore Sdn. Bhd.
	926	  	Topside Contractors of Newfoundland
	925	  	Topside Contractors of Newfoundland, Ltd.
	642	  	U.S. Offshore Chartering
	918	  	Universal Fabricators Incorporated
	980	  	US Shipbuilding Corporation, Inc.
	318	  	Wagley, Inc.








 Schedule 1.1(j) 

MII - CURRENT 
  

					
	 CURRENT
Reference ID
	  	 Name
	  	  
	873	  	Barmada McDermott (L) Limited	  	
	1953	  	Barmada McDermott Sdn. Bhd.	  	
	276	  	Boudin Insurance Company, Ltd.	  	
	939	  	Caspian Offshore Fabricators LLC	  	
	116	  	Chartering Company (Singapore) Pte. Ltd.	  	
	142	  	Eastern Marine Services, Inc.	  	
	249	  	Global Energy - McDermott Limited	  	
	140	  	Hydro Marine Services, Inc.	  	
	649	  	International Vessels Ltd.	  	
	148	  	J. Ray McDermott (Aust.) Holding Pty. Limited	  	
	1982	  	J. Ray McDermott (Caspian), Inc.	  	(formerly J. Ray McDermott Diving International, Inc.)
	243	  	J. Ray McDermott (Nigeria) Ltd.	  	
	2025	  	J. Ray McDermott (Norway), AS	  	
	1237	  	J. Ray McDermott (Qingdao) Pte. Ltd.	  	
	194	  	J. Ray McDermott Asia Pacific Pte. Ltd.	  	(formerly McDermott South East Asia Pte. Ltd.)
	1972	  	J. Ray McDermott Canada Holding, Ltd.	  	
	1969	  	J. Ray McDermott Canada, Ltd.	  	
	204	  	J. Ray McDermott Contractors, Inc.	  	
	246	  	J. Ray McDermott de Mexico, S.A. de C.V.	  	
	208	  	J. Ray McDermott Eastern Hemisphere Limited	  	(formerly J. Ray Middle East (Indian Ocean) Ltd.)
	1956	  	J. Ray McDermott Engineering Services Private Limited	  	
	1950	  	J. Ray McDermott Engineering, LLC	  	
	220	  	J. Ray McDermott Far East, Inc.	  	
	211	  	J. Ray McDermott Holdings, LLC	  	(formerly J. Ray McDermott Holdings, Inc.)
	627	  	J. Ray McDermott International Vessels, Ltd.	  	(formerly OPI International, Ltd.)
	602	  	J. Ray McDermott International, Inc.	  	
	160	  	J. Ray McDermott Investments B.V.	  	(formerly Menck B.V.)
	1958	  	J. Ray McDermott Kazakhstan Limited Liability Partnership	  	
	1975	  	J. Ray McDermott Logistic Services Pvt. Limited	  	
	136	  	J. Ray McDermott Middle East, Inc.	  	
	239	  	J. Ray McDermott Solutions, Inc.	  	(formerly J. Ray McDermott Engineering Holdings, Inc.)
	625	  	J. Ray McDermott Technology, Inc.	  	
	1957	  	J. Ray McDermott UK Ltd.	  	
	1960	  	J. Ray McDermott Underwater Services, Inc.	  	









					
	248	  	J. Ray McDermott West Africa Holdings, Inc.	  	
	244	  	J. Ray McDermott West Africa, Inc.	  	
	601	  	J. Ray McDermott, Inc.	  	
	207	  	J. Ray McDermott, S.A.	  	
	644	  	Lagniappe Insurance Company, Ltd.	  	
	193	  	Malmac Sdn. Bhd.	  	
	132	  	McDermott (Malaysia) Sendirian Berhad	  	
	904	  	McDermott Abu Dhabi Offshore Construction Company	  	
	915	  	McDermott Arabia Company Limited	  	
	149	  	McDermott Australia Pty. Ltd.	  	(formerly McDermott Industries (Aust.) Pty. Limited)
	183	  	McDermott Azerbaijan Marine Construction, Inc.	  	
	241	  	McDermott Caspian Contractors, Inc.	  	
	275	  	McDermott Cayman Ltd.	  	
	181	  	McDermott Far East, Inc.	  	
	133	  	McDermott Gulf Operating Company, Inc.	  	
	177	  	McDermott Holdings (U.K.) Limited	  	
	300	  	McDermott Incorporated	  	
	147	  	McDermott International B.V.	  	
	120	  	McDermott International Investments Co., Inc.	  	
	119	  	McDermott International Marine Investments N.V.	  	
	213	  	McDermott International Marketing, Inc.	  	(formerly McDermott International Beijing, Inc.)
	130	  	McDermott International Trading Co., Inc.	  	
	1971	  	McDermott International Vessels, Inc.	  	
	100	  	McDermott International, Inc.	  	
	1962	  	McDermott Kft.	  	
	349	  	McDermott Marine Construction Limited	  	
	1986	  	McDermott Marine Mexico, S.A. de C.V.	  	
	135	  	McDermott Offshore Services Company, Inc.	  	
	176	  	McDermott Old JV Office, Inc.	  	
	162	  	McDermott Overseas Investment Co. N.V.	  	
	390	  	McDermott Overseas, Inc.	  	
	1966	  	McDermott Panama Holdings, S.A.	  	
	170	  	McDermott Servicos de Construcao, Ltda.	  	
	320	  	McDermott Trade Corporation	  	
	306	  	Mentor Subsea Technology Services, Inc.	  	
	138	  	North Atlantic Vessel, Inc.	  	
	2021	  	North Ocean II AS	  	
	2023	  	North Ocean II KS	  	









					
	2022	  	North Ocean V AS	  	
	612	  	Offshore Pipelines International, Ltd.	  	
	618	  	Offshore Pipelines Nigeria Limited	  	
	619	  	Offshore Pipelines Sdn. Bhd.	  	
	626	  	OPI Vessels, Inc.	  	
	623	  	OPMI, Ltd.	  	
	185	  	P. T. Bataves Fabricators	  	
	180	  	P. T. McDermott Indonesia	  	
	901	  	PT. Baja Wahana Indonesia	  	(formerly P.T. Babcock & Wilcox Indonesia)
	643	  	PT. J. Ray McDermott Indonesia	  	(formerly PT. Jay Ray)
	636	  	Sabine River Realty, Inc.	  	
	1977	  	Servicios de Fabricacion de Altamira, S.A. de C.V.	  	
	1976	  	Servicos Profesionales de Altamira, S.A. de C.V.	  	
	2019	  	Singapore Huangdao Pte. Ltd.	  	
	640	  	SparTEC, Inc.	  	(formerly J. Ray McDermott Spars, Inc.)
	145	  	Varsy International N.V.