exhibit10-01.htm


    
       

       

      
         


        
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 Confidential Trade Secret Information—Subject to Restricted
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    Execution
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    ENGINEERING,
PROCUREMENT AND CONSTRUCTION

     

    AGREEMENT

     

     

     

    BETWEEN

     

     

     

    SOUTH
CAROLINA ELECTRIC & GAS COMPANY, FOR ITSELF AND

     

    AS
AGENT FOR THE SOUTH CAROLINA PUBLIC SERVICE

     

    AUTHORITY,
AS OWNER

     

     

     

    AND

     

     

     

    A
CONSORTIUM CONSISTING OF WESTINGHOUSE ELECTRIC

     

    COMPANY
LLC AND STONE & WEBSTER, INC., AS CONTRACTOR

     

     

     

    FOR

     

     

     

    AP1000
NUCLEAR POWER PLANTS

     

    DATED
AS OF MAY 23, 2008

     

     

     

     

     

     

     

     

     

     


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

        

         


      

      
         


        
        

      

      
         


        
          Execution
Version                                                        
Confidential Trade Secret Information—Subject to Restricted
Procedures

           

          TABLE
OF CONTENTS

           

          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
APPROVALS27

            


    

     

    
      	
               
      

            	
              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

            	
              [**] 

            	
              33

            


    

     

    
      	
              ARTICLE
      7

            	
              –
      PRICE ADJUSTMENT PROVISIONS 

            	
              34

            


    

     

    
      	
              ARTICLE
      8

            	
              –
      PAYMENTS 

            	
              34

            


    

     

    
      	
               
      

            	
              8.1

            	
              [**] 

            	
              34

            


    

     


    
      
        
          
            	 
      	
                    -i-

                  	 
      


          

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

        

         


      

      
         


        
        

      

      
         


        
          Execution
Version                                 
                      
Confidential Trade Secret Information—Subject to Restricted
Procedures

           

          TABLE
OF 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

            	
              [**] 

            	
              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

            


    

     


    
      
        
          
            	 
      	
                    -ii-

                  	 
      


          

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

        

         


      

      
         


        
        

      

      
         


        
          Execution
Version                                                        
Confidential Trade Secret Information—Subject to Restricted
Procedures

           

          TABLE
OF CONTENTS

          (continued)

          Page

           

        

      

    


    
      	
               
      

            	
              12.5

            	
              Punch
      List 

            	
              53

            


    

     

    
      	
               
      

            	
              12.6

            	
              Final
      Completion 

            	
              53

            


    

     

    
      	
              ARTICLE
      13

            	
              –
      [**] 

            	
              54

            


    

     

    
      	
               
      

            	
              13.1

            	
              [**] 

            	
              54

            


    

     

    
      	
               
      

            	
              13.2

            	
              [**] 

            	
              55

            


    

     

    
      	
               
      

            	
              13.3

            	
              [**] 

            	
              55

            


    

     

    
      	
               
      

            	
              13.4

            	
              [**] 

            	
              55

            


    

     

    
      	
              ARTICLE
      14

            	
              –
      WARRANTY 

            	
              56

            


    

     

    
      	
               
      

            	
              14.1

            	
              Equipment 

            	
              56

            


    

     

    
      	
               
      

            	
              14.2

            	
              Services
      Warranty 

            	
              60

            


    

     

    
      	
               
      

            	
              14.3

            	
              Warranty
      of Title 

            	
              60

            


    

     

    
      	
               
      

            	
              14.4

            	
              [**] 

            	
              61

            


    

     

    
      	
               
      

            	
              14.5

            	
              [**] 

            	
              62

            


    

     

    
      	
               
      

            	
              14.6

            	
              [**] 

            	
              62

            


    

     

    
      	
              ARTICLE
      15

            	
              –
      INDEMNITY 

            	
              62

            


    

     

    
      	
               
      

            	
              15.1

            	
              Contractor
      Indemnity 

            	
              62

            


    

     

    
      	
               
      

            	
              15.2

            	
              Owner's
      Indemnity 

            	
              63

            


    

     

    
      	
               
      

            	
              15.3

            	
              [**] 

            	
              63

            


    

     

    
      	
               
      

            	
              15.4

            	
              [**] 

            	
              64

            


    

     

    
      	
               
      

            	
              15.5

            	
              [**] 

            	
              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

            	
              –
      [**] 

            	
              70

            


    

     

    
      	
               
      

            	
              17.1

            	
              [**] 

            	
              70

            


    

     

    
      	
               
      

            	
              17.2

            	
              [**] 

            	
              70

            


    

     

    
      	
               
      

            	
              17.3

            	
              [**] 

            	
              71

            


    

     

    
      	
              ARTICLE
      18

            	
              –
      LIENS 

            	
              71

            


    

     

    
      	
               
      

            	
              18.1

            	
              Liens 

            	
              71

            


    

     


    
      
        
          
            	 
      	
                    -iii-

                  	 
      


          

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

        

         


      

      
         


        
        

      

      
         


        
          Execution
Version                                                        
Confidential Trade Secret Information—Subject to Restricted
Procedures

           

          TABLE
OF 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
  Data75

            


    

     

    
      	
               
      

            	
              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

            	
              [**] 

            	
              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

            


    

     


    
      
        
          
            	 
      	
                    -iv-

                  	 
      


          

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

        

         


      

      
         


        
        

      

      
         


        
          Execution
Version                                                       
 Confidential Trade Secret Information—Subject to Restricted
Procedures

           

          TABLE
OF 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[**] 

            	
              96

            


    

     


    
      
        
          
            	 
      	
                    -v-

                  	 
      


          

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

        

         


      

      
         


        
        

      

      
         


        
          Execution
Version                                                         
Confidential Trade Secret Information—Subject to Restricted
Procedures

           

          TABLE
OF 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
CONTRACTOR102

            


    

     

    
      	
              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
Cooper103

            


    

     

    
      	
              ARTICLE
      38

            	
              –
      MISCELLANEOUS PROVISIONS 

            	
              104

            


    

     

    
      	
               
      

            	
              38.1

            	
              Rights
      Exclusive 

            	
              104

            


    

     

    
      	
               
      

            	
              38.2

            	
              Severability 

            	
              104

            


    

     

    
      	
               
      

            	
              38.3

            	
              Entire
      Agreement 

            	
              105

            


    

     

    
      	
               
      

            	
              38.4

            	
              Counterparts 

            	
              105

            


    

     

     

     

     


    
      
        
          
            	 
      	
                    -vi-

                  	 
      


          

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

        

         


      

      
         


        
        

      

      
         


        
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    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

            	
              [**]

            
	
              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

            
	
              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

            	
              [**]
      Special Terms

            
	 
      	 
      


    


    
      
        
                                       
-vii-

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

        

         


      

      
         


        
        

      

      
         


        
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    ENGINEERING,
PROCUREMENT AND CONSTRUCTION AGREEMENT

     

    This
ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT (the "Agreement") is entered
into as of the 23rd day of May, 2008 (the "Effective Date"), by and between
SOUTH CAROLINA ELECTRIC & GAS COMPANY ("SCE&G"), for itself and as agent
for the South Carolina Public Service Authority, a body corporate and politic
created by the laws of South Carolina ("Santee Cooper") pursuant to the Limited
Agency Agreement between SCE&G and Santee Cooper dated May 23, 2008 attached
hereto as Exhibit
V (the "Limited Agency Agreement"); and a consortium consisting of
WESTINGHOUSE ELECTRIC COMPANY LLC, a Delaware limited liability company having a
place of business in Monroeville, Pennsylvania ("Westinghouse"), and STONE &
WEBSTER, INC., a Louisiana corporation 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" and collectively as "Contractor". Without
limiting the authority of SCE&G to act 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" and collectively 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 business of designing, developing and supplying
commercial nuclear facilities and has developed a pressurized water Nuclear
Power Plant known as the AP1000 (the "AP1000 Nuclear Power Plant") for which the
U.S. Nuclear Regulatory Commission has issued a Standard Design Certification in
the form of a rule set forth in Appendix D to 10 C.F.R. Part
52;

     

    WHEREAS,
Stone & Webster is engaged in the business of designing and constructing
industrial and power generation facilities;

     

    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 related facilities, structures and improvements at the V.C.
Summer station;

     

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

     

    NOW,
THEREFORE, in consideration of the recitals, the mutual promises herein
and other good and valuable consideration, the receipt and sufficiency of which
the Parties acknowledge, the Parties, intending to be legally bound, stipulate
and agree as follows:

     


    
      
        
          -1-

           

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

        

         


      

      
         


        
        

      

      
         


        
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    ARTICLE
1 – DEFINITIONS

     

    For
purposes of this Agreement, the following words and expressions shall have the
meanings hereby assigned to them, except where the context clearly indicates a
different meaning is intended. These definitions may be supplemented by any
definitions contained in any of the documents incorporated by reference herein,
but in case of any conflict or inconsistencies, the definitions set forth below
shall prevail:

     

    "AAA"
means the American Arbitration Association.

     

    [**]

     

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

     

    "Affiliate"
means, with respect to any Party, any other Person that (a) owns or controls,
directly or indirectly, the Party, (b) is owned or controlled by the Party, or
(c) is under common ownership or control with the Party, where "own" means
ownership of fifty percent (50%) or more of the equity interests or rights to
distributions on account of equity of the Party and "control"
means the power to direct the management or policies of the Party, whether
through the ownership of voting securities, by contract, or
otherwise.

     

    "Agreement"
has the meaning set forth in the first paragraph 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 of Work as provided in Exhibit
A but are not part of a Unit.

     

    "AP1000
Facility Information" means the information within 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 and maintenance and shall be maintained by Contractor.
Collectively, this information, either directly or by reference, shall reflect
the current approved AP1000 Nuclear Power Plant associated with Contractor's
Scope of Work at any point in time. A portion of this information, as defined in
Exhibit
A, shall be provided to Owner via an Information Management System
(IMS).

     

    "AP1000
Nuclear Power Plant" has the meaning set forth in the Recitals.

     

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

     

    [**]

     

    "Business
Day" means every calendar day other than Saturday, 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).

     

    "Change"
has the meaning set forth in Section 9.1.

     

    "Change
Dispute" has the meaning set forth in Section 27.2.

     

    

      
        
          
            -2-

             

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

          

           


        

        
           


          
          

        

        
           


          
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    "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 administrative interpretation of any Laws (excluding any Laws
relating to net income Taxes), which is inconsistent or at variance with any
Laws in effect on the Effective Date, (b) the imposition after the Effective
Date of any requirement for a new Governmental Approval or (c) the imposition
after the Effective Date of any condition or requirement (except for any
conditions or requirements which result from the acts or omissions of Contractor
or any Subcontractor) not required as of the Effective Date affecting the
issuance, renewal or extension of any Government Approval; that, in each case,
is germane to the obligations of the Parties set forth in this
Agreement.

     

    "Change
Order" means the written agreement regarding a Change contemplated by Section
9.4.

     

    "Claim"
has the meaning set forth in Section 27.1.

     

    "Combined
License" or "COL" means the combined construction and operating license issued
pursuant to 10 C.F.R. Part 52 for the Facility.

     

    "Combined
License Application" or "COLA" means the COL application for the Facility at the
Site that has been submitted to the NRC, as such application may be updated or
changed from time to time.

     

    "Consortium
Member" has the meaning set forth in the opening paragraph of this
Agreement.

     

    "Construction
and Installation Tests" means the tests conducted 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 such equipment is no longer needed for tasks associated with
Contractor's Scope of Work, and which shall not become a permanent part of the
Facility.

     

    "Contract
Price" means [**].

     

    "Contractor"
has the meaning set forth in the opening paragraph of this
Agreement.

     

    "Contractor
Disclosable Information" has the meaning set forth in Section
19.3(a).

     

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

     

    "Contractor
Non-Disclosable Information" has the meaning set forth in Section
19.3(a).

     

    "Contractor
Permits" means the Governmental Approvals identified as Contractor Permits in
Exhibit C.

     

    "Contractor's
Project Director" means the Person whom Contractor designates in writing to
administer this Agreement on behalf of Contractor.

     

    [**]

     

    [**]

     

    

      
        
          
            -3-

             

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

          

           


        

        
           


          
          

        

        
           


          
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    "Day" as
used in the Agreement means a calendar day and includes Saturdays, Sundays and
legal holidays.

     

    [**]

     

    "Design
Control Document" or "DCD" means the revision of the AP1000 Nuclear Power Plant
Design Control Document, APP-GW-GL-700, that is in effect as of the Effective
Date.

     

    "Documentation"
means the documents that Contractor has agreed to provide in its Scope of Work
as set forth in Exhibit
A.

     

    "DOE"
means the U.S. Department of Energy and its staff.

     

    "Effective
Date" means the date of this Agreement first above written.

     

    "Employment
Taxes" has the meaning set forth in Section 26.1.

     

    "Equipment"
means machinery, computer hardware and its associated software, apparatus,
components, articles, materials, systems and structures, and items of any kind
that shall become a permanent part of the Facility to be provided by Contractor
to Owner under this Agreement, but excluding the Nuclear Fuel.

     

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

     

    "Exhibit"
means each one of the documents Exhibit
A through W
annexed to this Agreement.

     

    "Existing
Confidentiality Agreement" has the meaning set forth in Section
19.2(c)(i).

     

    [**]

     

    [**]

     

    "Facility"
means the Unit or Units and the Ancillary Facilities, and is more fully
described in Exhibit
A.

     

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

     

    "Facility
Manuals" means those manuals provided by Contractor for use by the Operator in
connection with the operation and maintenance of the Facility.

     

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

     

    [**]

     

    "Final
Completion" means that a Unit has achieved all the conditions set forth in
Section 12.6.

     

    "Final
Completion Punch List" has the meaning set forth in Section 12.5.

     

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

     

    [**]

     

    

      
        
          
            -4-

             

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

          

           


        

        
           


          
          

        

        
           


          
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    [**]

     

    [**]

     

    "Full
Notice to Proceed" means the written notice that Owner gives to Contractor
authorizing Contractor to proceed with the remainder of the Work, subject to the
limitations set forth in Section 3.2(b).

     

    [**]

     

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

     


    
      
        
          -5-

           

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

        

         


      

      
         


        
        

      

      
         


        
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    was made
could have been expected to accomplish the desired result consistent with good
business practices, reliability, economy and safety.

     

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

     

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

     

    "Guaranteed
Substantial Completion Date" for a Unit means the date set forth for such event
in the Project Schedule as such date may be extended due to a Change or
otherwise pursuant to the terms hereof.

     

    "Hazardous Materials"
means any substance or material regulated or governed by any Governmental
Authority, or any substance, emission or material now or hereafter deemed by any
court or Government Authority having jurisdiction to be a "regulated substance",
"hazardous substance", "toxic substance", "pesticide", "hazardous
waste", or any similar classification, including by reason of deleterious
properties, ignitability, corrosivity, reactivity, carcinogenicity, or
reproductive toxicity, and shall include those substances defined as a "source",
"special nuclear" or "by-product" material pursuant to Section 11 of the AEA (42
U.S.C. Section 2014 et
seq.) and those substances defined as "residual radioactive material" in
Section 101 of the Uranium Mill Tailings Radiation Control Act of 1978 (42
U.S.C. Sections 7901 et
seq.).

     

    "Hold
Point" means a critical step in a manufacturing or testing process beyond which
Contractor or a Subcontractor cannot proceed except pursuant to the
provisions in Section 5.6.

     

    [**]

     

    "Industry
Codes and Standards" means the codes and standards set forth in Exhibit
N.

     

    "Insolvent"
means, with respect to a Person, that such Person (i) makes any general
assignment or any general arrangement for the benefit of creditors, (ii) files a
petition or otherwise commences, authorizes, defaults as to or acquiesces in the
commencement of a case, petition, proceeding or cause of action under any
bankruptcy, insolvency or similar law for the protection of debtors or
creditors, or has such a case, petition, proceeding or cause of action
involuntarily filed or commenced against it and such case, petition, proceeding
or cause of action is not withdrawn or dismissed within sixty (60) Days after
such filing, (iii) otherwise becomes adjudicated a debtor in bankruptcy or
insolvent (however evidenced), (iv) is unable (or admits in writing its
inability) generally to pay its debts as they become due, (v) is dissolved
(other than pursuant to a consolidation, acquisition, amalgamation or merger),
(vi) has a resolution passed

     


    
      
        
          -6-

           

          “[**]” in
this Exhibit 10.01 indicates material that has been omitted pursuant to a
request for confidential treatment and 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, provisional liquidator,
conservator, assignee, receiver, trustee, custodian or other similar entity or
official for all or substantially all of its assets, (viii) has a secured party
take possession of all or substantially all of its assets or has a distress,
levy, execution, attachment, sequestration or other legal process levied,
enforced or sued on or against all or substantially all of its assets and such
secured party maintains possession, or any such process is not dismissed,
discharged, stayed or restrained, in each case within sixty (60) Days
thereafter, (ix) causes or is subject to any event with respect to which, under
the applicable laws of any jurisdiction, said event has an analogous 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, such personnel or other Persons as have been
permitted entry onto the Site by such Person.

     

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

     

    "Joint
Test Working Group" has the meaning set forth in Section 11.1(b).

     

    [**]

     

    "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 governmental restriction or any
similar form of decision of or determination by, or any binding interpretation
or administration of any of the foregoing by, any Government Authority, whether
now or hereafter in effect or (b) any requirements or conditions on or with
respect to the issuance, maintenance or renewal of any Government Approval or
applications therefore, whether now or hereafter in effect.

     

    "Licensing
Basis" means the NRC requirements applicable to the Facility as set forth in,
until such time as the COL is issued, 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 in title or other restriction of
any kind or nature.

     

    "Limited
Agency Agreement" has the meaning set forth in the opening paragraph of this
Agreement.

     

    "Limited
Notice to Proceed" means the written notice that Owner gives to Contractor
authorizing Contractor to proceed with the Work in a limited manner in
accordance with Section 3.2(a).

     

    [**]

     

    [**]

     

    "Maintenance
Procedures" means the procedures, written or electronic, required to perform
predictive, corrective, and preventive maintenance of the Facility systems,
components and structures, and those procedures required for calibration and
testing of instrumentation and measurement systems and other components that are
required for operation and maintenance of the Facility.

     

    "Major
Equipment" means the following equipment: steam generators, reactor vessel and
reactor vessel head, control rod drive mechanisms, main turbine, main turbine
generator, turbine deaerator, reactor coolant pumps, containment vessel, cooling
towers, main turbine condenser, reactor internals, main step-up transformers,
pressurizer, diesel generators, feedwater pumps, circulating 

    


      
        
          
            -7-

            “[**]” in
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request for confidential treatment and filed separately with the Securities and
Exchange Commission.

          

           


        

        
           


          
          

        

        
           


          
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    water
pumps, polar crane, core makeup tanks, moisture separator reheaters, and any
other equipment for which the contract(s) with the Subcontractor is for an
amount in excess of [**] or that Owner and Contractor agree shall be designated
as Major Equipment.

     

    “Major
Equipment Purchase Order” has the meaning set forth 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 Major Subcontractor.

     

    "Major
Subcontractor" means the Subcontractors (or category of Subcontractors)
identified on Exhibit
P-1. For the avoidance of doubt, Major Subcontractors may include, but
are not limited to, suppliers of Major Equipment.

     

    "Mandatory
Spare Parts" means those items to be identified in Exhibit
A as Mandatory Spare Parts and required to support initial plant startup
and to perform routine maintenance of the Equipment during the first two (2)
years of plant operation.

     

    [**]

     

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

     

    "Milestone"
means an event or series of events in the execution of the Work as set forth in
Exhibit
F-1.

     

    "Milestone
Payment" means the payment due with respect to a completed
Milestone.

     

    "Milestone
Payment Schedule" means the Milestone Payment Schedule set forth in Exhibit
F-1.

     

    "Net Unit
Electrical Output" means the electrical power of the Unit measured at the high
side of the step-up transformer, with the conditions as stated in Exhibit
L.

     

    "Net Unit
Electrical Output Guarantee" has the meaning set forth in Section
11.6.

     


    
      
        
          -8-

           

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

        

         


      

      
         


        
        

      

      
         


        
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    "Net Unit
Electrical Output Test" has the meaning set forth in Section
11.5(b).

     

    "NRC"
means the U.S. Nuclear Regulatory Commission and its staff.

     

    [**]

     

    "Nuclear
Fuel" means fabricated nuclear fuel and services meeting the principal design
requirements referenced in the DCD.

     

    "Nuclear
Incident" means any occurrence that causes bodily injury, sickness, disease or
death, or loss of or damage to property, or loss of use of property, arising out
of or resulting from the radioactive, toxic, explosive, or other hazardous
properties of source material, special nuclear material, or by-product material
which is used in connection with the operation of the Facility. "Source
material", "special nuclear material", and "by-product material", as applicable
to this Agreement shall have those meanings assigned by 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 or electronic, required to operate the
AP1000 Nuclear Power Plant under normal, abnormal, emergency, shutdown, or
startup conditions.

     

    [**]

     

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

     

    "Optional
Spare Parts" means those items that may be required to perform major maintenance
of the Equipment, such as periodic overhaul, or that could fail based on
industry experience and for which replacement parts may require longer lead
times to obtain from the original equipment manufacturers.

     

    "OSHA"
has the meaning set forth in Section 23.3.

     

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

     

    [**]

     

    "Owner"
has the meaning set forth in the opening paragraph of this
Agreement.

     

    [**]

     

    [**]

     


    
      
        
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    "Owner
Permits" means the Government Approvals identified as Owner Permits in Exhibit
C.

     

    [**]

     

    "Owner's
Project Director" means the Person who Owner designates in writing to act on
behalf of Owner under this Agreement.

     

    [**]

     

    "Party"
and "Parties" has the meaning set forth in the opening paragraph of this
Agreement.

     

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

     

    [**]

     

    [**]

     

    [**]

     

    "Performance
Test" means the tests conducted as provided in Section 11.5.

     

    "Person"
means any individual, corporation, company, partnership, joint venture,
association, trust, unincorporated organization or Government
Authority.

     

    "Personnel"
means, with respect to a Person, such Person'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 Person has 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 set forth in Section 12.2(b).

     

    "Preoperational
Test Group" has the meaning set forth in Section 11.3(b).

     


    
      
        
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    "Preoperational
Tests" means the tests conducted as provided in Section 11.3.

     

    "Price
Adjustment Provisions" means the terms set forth in Article 7 and Exhibit
J.

     

    [**]

     

    [**]

     

    [**]

     

    "Project
Execution Plan" means the plan to be developed by Contractor and approved by
Owner as provided in Section 3.5(h) setting forth the processes and procedures
that shall enable the Work to be managed in an effective and efficient manner
and in accordance with the requirements of this Agreement.

     

    "Project
Schedule" means the schedule of key dates for completion of the Work as set
forth in Exhibit
E.

     

    "Proprietary
Data" means the terms of this Agreement and any and all information, data,
software, matter or thing of a secret, confidential or private nature relating
to the business of the disclosing Party or its Affiliates, including matters of
a technical nature (such as know-how, processes, data and techniques), matters
of a business nature (such as information about costs, profits, markets, sales,
customers, suppliers, the Parties' contractual dealings with each other and the
projects that are the subject-matter thereof), matters of a proprietary nature
(such as information about patents, patent applications, copyrights, trade
secrets and trademarks), other information of a similar nature, and any other
information which has been derived from the foregoing information by the
receiving Party; provided, however, that Proprietary Data shall not include
information which: (a) is legally in possession of the receiving Party prior to
receipt thereof from the other Party; (b) the receiving Party can show by
suitable evidence to have been independently developed by the receiving Party or
its employees, consultants, affiliates or agents; (c) enters the public domain
through no fault of the receiving Party or others within its control; (d) is
disclosed to the receiving Party, without restriction or breach of an obligation
of confidentiality to the disclosing Party or (e) is legally required to be
disclosed; provided that the receiving Party subject to such a requirement uses
its reasonable best efforts to notify the other Party of any request or subpoena
for the production of any Proprietary Data and provides such Party with an
opportunity to resist such a request or subpoena.

     

    [**]

     


    
      
        
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    "Quality
Assurance Program" has the meaning set forth in Section 5.1(a).

     

    "Ready
for Performance Test Date" has the meaning set forth in Section
11.5(c).

     

    "Ready
for Startup Test Date" has the meaning set forth in Section
11.4(c).

     

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

     

    [**]

     

    "Sales
Tax" means any sales, use or similar tax imposed on Contractor, any
Subcontractor or Owner with respect to the Work by any Government
Authority.

     

    "Santee
Cooper" has the meaning set forth in the opening paragraph of this
Agreement.

     

    "SCE&G"
has the meaning set forth in the opening paragraph of this
Agreement.

     

    "Scope of
Work" means the scope of work and supply and division 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, Site preparation, manufacturing,
construction, commissioning, installation, testing, equipping, verification,
training, procurement, Documentation, licenses to intellectual property or
otherwise and other work, services and actions (including pursuant to any
warranty obligations) to be performed by Contractor hereunder (whether at the
Site or otherwise) in connection with, or relating to, 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 forth in Section 14.2.

     

    [**]

     

    "Shaw"
means The Shaw Group, Inc.

     

    "Site"
means the premises (or portion thereof) owned or leased by Owner on which the
Facility shall be located, and including any construction laydown areas, as more
specifically described in Exhibit
R.

     

    "Software"
has the meaning set forth in Exhibit
M.

     

    "Specifications"
means the design specifications and drawings, and changes thereto, prepared by
Contractor or its Subcontractors for the design, engineering and construction of
the Facility.

     


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

     

    "Standard
Equipment Warranty Period" has the meaning set forth in Section
14.1(a)(ii).

     

    "Standard
Plant" means the plant design features and buildings or structures in the scope
of the AP1000 Nuclear Power Plant certification as shown in the DCD Site Plan,
Figure 1.2-2.

     

    "Startup
Test Completion" has the meaning set forth in Section 12.3(b).

     

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

     

    "Startup
Tests" means the tests conducted as provided in Section 11.4.

     

    "Stone
& Webster" has the meaning set forth in the opening paragraph of this
Agreement.

     

    [**]

     

    "Subcontract"
means any contract, purchase order or other writing between Contractor and any
Subcontractor under which the Subcontractor performs or provides any portion of
the Work.

     

    "Subcontractor"
means (a) any Person other than Contractor performing or providing any portion
of the Work, whether hired directly by Contractor or by a Person hired by
Contractor and including every tier of subcontractors, sub-subcontractors and so
forth, and (b) any Person providing or supplying all or a portion of the
equipment or materials and supplies required by any Person performing or
providing any portion of the Work to perform or provide the Work, whether or not
incorporated into the Facility, including, any materialman, vendor or supplier,
whether hired directly by Contractor or by a Person hired by Contractor and
including every tier of subcontractors, sub-subcontractors and so
forth.

     

    "Substantial
Completion" means that a Unit shall have achieved all the conditions set forth
in Section 12.4.

     

    "Substantial
Completion Date" means the date on which Substantial Completion has
occurred.

     

    [**]

     

    [**]

     

    [**]

     

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

     


    
      
        
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    "Technical
Support" includes providing qualified manpower and furnishing of technical
guidance, advice and counsel with respect to Owner or its Personnel at the Site,
and includes recommending a course of action with respect to Owner's operation
of a Unit or the Facility based upon current design, engineering, construction
and testing practices, but does not include or require any supervision,
regulation, control, arbitration or measurement of Owner's
Personnel.

     

    [**]

     

    "Third
Party Claim" means any claim, demand or cause of action of every kind and
character by any Person other than Owner or Contractor.

     

    [**]

     

    [**]

     

    [**]

     

    [**]

     

    "Toshiba"
means Toshiba Corporation.

     

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

     


    
      
        
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    "Uncontrollable
Circumstance" means any event or condition beyond the reasonable control of a
Party despite its reasonable efforts to prevent, avoid, delay or mitigate such
acts, events or occurrences, which prevents, impacts or delays a Party from
performing its obligations under this Agreement, including but not limited to
the following:

     

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

     

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

     

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

     

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

     

    (e) [**];
or

     

    (f) [**].

     

    [**]

     

    "Unit"
means each AP1000 Nuclear Power Plant to be constructed hereunder at the Site.
"First Unit" or "Unit 2" refers to the first such Unit to be constructed and
"Second Unit" or "Unit 3" refers to the second such Unit to be
constructed.

     

    [**]

     

    "Unit
Mechanical Completion" has the meaning set forth in Section
12.2(a).

     

    "Warranties"
means the obligations of Contractor under Article 14.

     


    
      
        
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    "Warranty"
refers to either the Equipment Warranty or the Services Warranty, as the case
may be.

     

    "Warranty
Period" means [**].

     

    "Westinghouse"
has the meaning set forth in the opening paragraph of this
Agreement.

     

    [**]

     

    "Whistleblower
Provisions" has the meaning set forth in Section 24.4.

     

    "Witness
Point" means a critical step in a manufacturing or testing process that is
subject to witnessing by Owner or its authorized 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 through Contractor necessary to furnish and install the
Facility at the Site consistent with Contractor's Scope of Work and necessary to
bring the Unit(s) to Final Completion subject to and in accordance with the
terms of this Agreement.

     

    ARTICLE
2 – INTERPRETATION

     

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

     

    B. Words
importing the singular only shall also include the plural and vice versa
where the context requires. Words in the masculine gender shall be deemed to
include the feminine gender and vice
versa.

     

    C. Unless
the context otherwise requires, any reference to a document shall mean such
document as amended, supplemented or otherwise modified and in effect from time
to time.

     

    D. Unless
otherwise stated, any reference to a party shall include its successors and
permitted assigns, and any reference to a Government Authority shall include any
entity succeeding to its functions.

     

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

     

    F. This
Agreement and the documentation to be supplied hereunder shall be in the English
language.

     


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

     

    H. Words and
abbreviations not otherwise defined in this Agreement which have well-known
nuclear industry meanings in the United States are used in this Agreement in
accordance with those recognized meanings.

     

    I. Neither
Contractor nor Owner shall assert or claim a presumption disfavoring the other
by virtue of the fact that this Agreement was drafted primarily by legal counsel
for the other, and this Agreement shall be construed as if drafted jointly by
Owner and Contractor and no presumption or burden of proof shall arise favoring
or disfavoring any Party by virtue of the authorship of any of the provisions of
this Agreement.

     

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

     

    ARTICLE
3 – SCOPE OF WORK

     

    3.1 General.
Contractor shall perform the Work identified as Contractor's responsibility in
the Scope of Work (Exhibit
A). The Work shall be performed in two phases, as more fully described in
Section 3.2. Owner, as licensee under the COL, shall be ultimately responsible
for the execution of all obligations and responsibilities under such COL;
provided, however, that the Parties agree and acknowledge that Owner’s
responsibility under the COL does not relieve Contractor of any its
obligations and responsibilities in the performance of Contractor’s Work under
the Agreement as described more fully herein.

     

    3.2 Phases of
the Work.

     

    (a) Phase
I. Phase I of the Work shall consist of Contractor's engineering support
and other services required by Owner to support Owner's licensing efforts for
the Facility (including receipt of approvals from the Public Service Commission
of the State of South Carolina), continuation of design work (other than design
work performed under the NuStart program), project management, engineering and
administrative support to procure long lead time Equipment, the procurement of
long lead time Equipment, construction mobilization and Site preparation work,
all as more specifically described in Exhibit
A. Phase I shall commence upon the Effective Date and shall continue
until the earlier of issuance of the Full Notice to Proceed or termination of
this Agreement in accordance with Article 22; provided, however, that Phase I
Site Work must be authorized by Owner pursuant to one or more Limited Notices to
Proceed. By mutual agreement of the Parties as set forth in a Change Order
issued pursuant to Article 9, additional Site Work identified as part of Phase
II in the Scope of Work may be moved to Phase I and authorized by Owner to
proceed by means of an additional Limited Notice to Proceed. In the event that
any Phase I Work that was commenced under separate

     


    
      
        
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    purchase
orders between Owner and one or both of the Consortium Members (the "Purchase
Orders") remains to be completed as of the Effective Date, then as of June 1,
2008, the Purchase Orders shall be terminated and the remaining work thereunder
will be subsumed by this Agreement.

     

    (b) Phase
II. Phase II of the 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 to continue until Final Completion unless the Agreement is earlier
terminated in accordance with Article 22. The Parties acknowledge that the Full
Notice to Proceed will not be issued unless and until the COL is
received.

     

    3.3 Project
Schedule.

     

    (a) A Project
Schedule is attached to this Agreement as Exhibit
E. The Project Schedule includes milestones for key activities, such as
the placement of orders for long lead-time Equipment. Contractor shall update
the Project Schedule quarterly prior to the commencement of on-Site construction
work and monthly thereafter to reflect the most current information concerning
the scheduled Milestones and provide the updated Project Schedule to Owner for
its review and comment. [**] Subject to the preceding sentences, Changes to the
Guaranteed Substantial Completion date(s) shall be in accordance with Article 9
of this Agreement.

     

    (b) If Owner
desires to cancel the Second Unit, it shall provide written notice of such
intent to Contractor on or before[**]. The Guaranteed Substantial Completion
Dates of the First Unit and Second Unit are [**]. The nuclear island concrete
basemat shall be poured prior to [**] on both Units. The Guaranteed Substantial
Completion Dates are based on a Full Notice to Proceed being received no later
than [**] the Guaranteed Substantial Completion Date for the First Unit, at
which time first safety-related concrete must be placed. Prior to placing the
first safety-related concrete, preparatory work, including the mud mat and rebar
placement must be performed. Should the NRC review schedule for the COLA not
support this schedule, Contractor shall be entitled to a Change Order pursuant
to Article 9. In preparing such Change Order, the Parties will work toward the
goal of maintaining the Guaranteed Substantial Completion Dates as stated
above.

     

    3.4 Not
Used.

     


    
      
        
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    3.5 Contractor
Responsibilities.

     

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

     

    (b) Contractor's
Key Personnel. Exhibit
B contains a chart of Contractor's intended organization for its
performance under 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 such positions 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 position described in Exhibit
B without Owner's consent, which shall not be unreasonably withheld. If
at any time during the performance of the Work, any of Contractor's personnel
becomes, for any reason, unacceptable to Owner, then, upon notice from Owner,
Contractor shall replace such unacceptable individual with an individual
reasonably acceptable to Owner. Contractor's Project Director shall act as
Contractor's liaison with Owner and shall have the authority to administer and
manage this Agreement on behalf of Contractor, subject to any limitations on
such authority notified by Contractor to Owner in writing.

     

    (c) AP1000
Facility Information. The AP1000 Facility Information shall be controlled
and maintained by Contractor for such period of time as is required pursuant to
Contractor's Quality Assurance Program or, for information not covered by such
Quality Assurance Program in accordance with Contractor’s document retention
procedures. The AP1000 Facility Information shall contain Facility deliverable
documents and information, either directly or by reference. A means to access
and print out documentation and information in the AP1000 Facility Information
shall be made available to Owner through an information management system.
Documentation required to be provided to Owner as set forth in Exhibit
A shall be provided in accordance 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, and
quality control programs in connection with the performance of Contractor's
Work. Under the conditions stated in Section 3.1 of this Agreement, Owner, as
licensee under the COL, shall be ultimately responsible for the execution of all
obligations and responsibilities under such COL. As such and under this
Agreement, Owner has delegated to Contractor the overall control and
implementation of all aspects of the Work. Accordingly, Contractor will develop
a Project Execution Plan as provided in Section 3.5(h) which will identify all
necessary interfaces between Contractor and Owner to assure that each Party can
adequately fulfill its respective responsibilities under this Agreement and the
applicable regulatory requirements.

     

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

     


    
      
        
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    injury,
damage or loss and shall promptly report each such emergency, and Contractor's
responses thereto, to Owner. In any event, Contractor shall use commercially
reasonable efforts to report an emergency to Owner in sufficient time to allow
Owner to make any required reports to any Government Authority in accordance
with applicable Laws.

     

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

     

    (g) Periodic
Reports and Meetings.

     

    (i) Status
Report. On a monthly basis, Contractor shall submit to Owner a written
status report covering the prior month. The report shall be prepared in a format
reasonably acceptable to Owner[**]. The report also shall include (w) a
description of the progress of the Work, (x) a statement of any significant
issues which remain unresolved and Contractor's recommendations for resolving
the same, (y) a summary of any significant Facility events which are scheduled
or expected to occur during the following interval, and (z) additional
information reasonably requested by Owner. The monthly report may be delivered
electronically.

     

    (ii) Attendance
and Participation. From the Effective Date until Final Completion,
Contractor shall attend and participate in regular meetings with Owner 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 and resolving any
problems. Such meetings may be held by conference call or video conference.
Contractor shall prepare and promptly deliver to Owner written minutes of each
meeting, to which Owner shall respond in writing within a reasonable time if it
has any comments.

     

    (iii) Schedule
Requirements; Updates. Contractor shall prepare and make available to
Owner following the Effective Date, at the Site or such other location mutually
agreed upon by the Parties, a current Project Schedule depicting critical path
activities and illustrating the progress which has been made on the Work against
such schedule, including critical path activities interconnected by schedule
logistics, for Owner's review and comment. Unless otherwise mutually agreed upon
by the Parties, Contractor shall revise and update the Project Schedule
quarterly prior to the commencement of on-Site construction work and monthly
thereafter and shall provide a copy to Owner, which may be provided
electronically; provided, however, that the Guaranteed Substantial Completion
Dates for the Units shall not be revised other than pursuant to Article 9.
Portions of the schedule may be updated weekly to provide information necessary
to support weekly invoices (if applicable). Such partial updates shall not be
deemed to imply an update to the entire Project Schedule.

     

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

     

    (i) Contractor
shall provide Owner with documentation to support Owner's compliance with
Federal Energy Regulatory Commission and South Carolina Public
Service

     


    
      
        
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    Commission
cost reporting requirements. The detailed process to provide this documentation
shall be included 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 and elsewhere in this Agreement, including Exhibit
A, at its own expense and at those times as may be required by this
Agreement for the successful completion of the Work in accordance with the
Project Schedule.

     

    (a) Appointment
of Agent. Santee Cooper has appointed SCE&G as its agent pursuant to
the Limited Agency Agreement, which is attached hereto as 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 Agency Agreement. Owner shall notify
Contractor promptly in writing if there is any change in the limits of
SCE&G's authority set forth in the Limited Agency Agreement. Contractor
shall have the right to rely on any representation by SCE&G that it has the
authority to act on behalf of Santee Cooper with respect to any and all matters
pertaining to this Agreement, except with respect to those matters where Santee
Cooper’s prior written consent is required under the Limited Agency Agreement.
With respect to those matters set forth in the Limited Agency Agreement, where
Santee Cooper’s prior written consent is required, SCE&G shall provide
Contractor with evidence of Santee Cooper's written consent to any actions taken
by SCE&G in connection with such matters.

     

    (b) Owner's
Representative. Owner shall appoint Owner's Project Director (and shall
have the right to appoint any successor or replacement Project Director) with
whom Contractor may consult at all reasonable times, and whose instructions,
requests and decisions shall be binding upon Owner as to all matters pertaining
to this Agreement.

     

    (c) Access.
From and after the time the Project Schedule indicates that Contractor is
required to have access to the Site, Owner shall provide Contractor, at no
additional cost to Contractor, rights of access to such portions of the Site as
Contractor may reasonably require for the construction of the Facility and for
Contractor's office, warehouse, shop buildings, welding facilities, Contractor's
equipment storage, laydown area, and employee parking. Owner shall cooperate
with Contractor so as to minimize disruption by Owner of Contractor's
performance of the Work, and Contractor shall cooperate with Owner so as to
minimize disruption of operation of the Units and the existing unit at the
Site.

     

    (d) Site
Conditions and Site Parameters. Owner is responsible for all
investigations required to determine the suitability of the Site for the
Facility. This information has been furnished to Contractor. [**] Any subsurface
or other site conditions subsequently discovered at the Site or changes in the
Site parameters that do not conform to the information provided by Owner or were
not evident or readily discernible upon Contractor's inspection shall entitle
Contractor to a Change Order pursuant to Article 9.

     


    
      
        
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    (e) Utilities,
Consumables and Services. Owner shall provide the electrical interconnect
for power to be exported from the Facility at the interconnection points
identified or to be identified in Exhibit
A. The Scope of Work specifies the division of responsibilities between
Owner and Contractor for utilities during construction and for the supply of
certain consumables and services by Owner during construction and testing of the
Facility. All such items to be supplied by Owner shall be supplied at the times
required pursuant to the Project Schedule. Owner shall provide all Nuclear
Fuel.

     

    (f) Spare
Parts.

     

    (i) Mandatory
Spare Parts. Within eighteen (18) months after finalization of the AP1000
Nuclear Power Plant design as specified in the then current Project Schedule,
Contractor shall provide Owner with a list of spare parts for the Facility
referred to as "Mandatory Spare Parts." The Parties shall determine a mutually
agreeable price for such Mandatory Spare Parts, an estimate 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 such Mandatory Spare Parts to Owner by the completion of the Startup
Tests or as otherwise agreed to in the Project Schedule. All of the foregoing
spare parts shall be considered to be parts supplied to Owner under this
Agreement, and title thereto shall pass to Owner in accordance with Section
21.1. During the Warranty Period, Owner shall use commercially reasonable
efforts to maintain an inventory of spare parts equivalent to the Mandatory
Spare Parts and shall make such spare parts available to
Contractor.

     

    (ii) Optional
Spare Parts. Within eighteen (18) months after finalization of the AP1000
Nuclear Power Plant design as specified in the then current Project Schedule,
Contractor shall provide Owner with a list of Optional Spare Parts that are
recommended by Contractor and vendors of Equipment comprising the Facility. At
least two (2) years prior to the scheduled completion of the Startup Tests or as
otherwise agreed to in the Project Schedule, Owner shall identify to Contractor
the Optional Spare Parts which Owner wants Contractor to
procure. Contractor shall be entitled to a Change Order pursuant to Article
9 to cover the additional costs of such Optional Spare Parts. Owner shall make
such procured Optional Spare Parts available to Contractor for use during its
performance of the Work (as supplements for the Mandatory Spare Parts procured
by Contractor pursuant to Section 3.6(f)(i)).

     

    (iii) Use and
Replacement of Spare Parts. Contractor shall have the right to use spare
parts that are in Owner's inventory specifically during the performance of the
Work or to remedy a Warranty item[**]. Contractor shall coordinate with Owner
concerning the delivery and storage of spare parts.

     

    (g) Operation
and Maintenance Staff. For those activities supported and/or conducted by
Owner under Articles 11 "Testing" and 12 "Stages of Completion", Owner shall
provide fully trained and qualified operation and maintenance personnel for
testing and operation

     


    
      
        
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    and
maintenance of a Unit or the Facility consistent with Contractor's requirements
as determined during Phase I and as set forth upon such determination in Exhibit
A. If as a result of circumstances encountered during testing, Contractor
determines that additional operation and maintenance personnel are needed (and
provided that such determination has been made in accordance with Good Industry
Practices), Contractor shall have the right to require that additional operation
and maintenance personnel be provided by Owner upon reasonable advance notice
to, and following discussions with, Owner.

     

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

     

    3.7 Subcontractors.

     

    (a) Selection
of Subcontractors. Contractor shall have the right to have portions of
the Work performed by Subcontractors. Subcontractors designated as Major
Subcontractors are identified in Exhibit
P-1. After the Effective Date, Contractor shall provide periodic updates
to the Exhibit
P-1 list and shall submit the updated list to Owner for review. Owner
shall identify to Contractor any added Major Subcontractors that are
unacceptable to Owner and provide to Contractor a reasonable basis for Owner's
rejection of any such added Major Subcontractors. Exhibit
P-2 contains a list of potential Subcontractors that may be used for Site
construction and related field services. Contractor shall work proactively with
Owner to choose acceptable Subcontractors for performance of the Work that is
not part of the Standard Plant. In the event Contractor desires to use any
Subcontractors that are not listed in Exhibit
P-2 to conduct its Scope of Work on Owner's property with respect to both
the Standard Plant and on work that is not part of the Standard Plant,
Contractor shall notify Owner and, within five (5) Business Days of such notice,
Owner shall notify Contractor if such proposed Subcontractor is not acceptable
to Owner (such acceptance not to be unreasonably withheld). If Owner rejects any
such selected Subcontractor and the use of a different Subcontractor would
affect 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)
Business Day period, then Owner shall be deemed to have approved such proposed
Subcontractor. Subject to the prior provisions of this Section 3.7(a) with
respect to Major Subcontractors, Contractor is not obligated to consult with
Owner on its selection of Subcontractors not working on Owner's property. Owner
shall have the right to recommend additions to Exhibit
P-1 and P-2
from time to time, subject to Contractor's approval. Contractor shall be
responsible for the actions and omissions of all
Subcontractors.

     

    (b) [**]

     


    
      
        
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    [**]

     

    (c) [**]

     

    (i) [**]

     

    (ii) [**]

     

    (iii) [**]

     

    (iv) [**]

     


    
      
        
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    [**]

     

    (d) [**]

     

    (i) [**]

     

    (ii) [**]

     


    
      
        
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    [**]

     

    (e) [**]

     

    (f) Subcontract
Terms. Contractor shall use commercially reasonable efforts to include in
each Major Equipment Purchase Order provisions in substantially the following
form for the protection of Owner. If Contractor is unable to obtain such
agreement in advance from a Major Equipment Vendor, it shall promptly notify
Owner; however, in the event that this Agreement is terminated, Contractor shall
work cooperatively with Owner to obtain the agreement of the Major Equipment
Vendor to assignment of its Subcontract or the relevant portion thereof at that
time. [**]

     

    (i) [**]

     

    (ii) [**]

     


    
      
        
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    [**]

     

    (iii) [**]

     

    (iv) [**]

     

    (v) [**]

     

    ARTICLE
4 – FACILITY LICENSES, PERMITS AND APPROVALS

     

    4.1 Owner
Permits. Owner shall be responsible for obtaining, maintaining and paying
for Owner Permits (including the COL) and for all communications with any
Government Authorities regarding such Government Approvals. Contractor shall
provide support to Owner in connection with such Government Approvals, including
making personnel available to testify at formal and informal government
proceedings, and providing all documents and information reasonably requested by
Owner, including review and comment to sections prepared by others, and any
amendments thereto, to address formal NRC licensing questions on a schedule that
supports the Project Schedule and licensing support services. Contractor shall
be compensated for such services on a [**]. Owner shall provide as much advance
notice as practical for the testimony of Contractor's Personnel at proceedings
before

     


    
      
        
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    Government
Authorities. Contractor provides no assurance or guarantee that the COL or any
other Owner Permit required to be obtained by Owner shall be obtained by
Owner.

     

    4.2 Contractor
Permits. Contractor shall be responsible for obtaining, maintaining and
paying for the Contractor Permits. Owner shall provide Contractor reasonable
cooperation and assistance in obtaining and maintaining Contractor
Permits.

     

    4.3 ITAACs.

     

    (a) Contractor
shall be responsible for those ITAACs associated with each Unit as are set forth
in the Design Control Document. Any new or additional ITAAC, or any changes or
modification to the ITAAC contained in the Design Control Document that Owner
proposes be added to Contractor's Scope of Work shall be subject 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 for conducting, or causing to be conducted the inspections,
tests and analyses associated with each Unit's ITAAC within Contractor's Scope
of Work. Upon completion of such inspections, tests and analyses, Contractor
shall be responsible for preparing and delivering to Owner the Documentation or
other deliverables to demonstrate and confirm that the related acceptance
criteria associated with such inspections, tests and analyses as applicable to
each Unit within Contractor's Scope of Work have been met.

     

    ARTICLE
5 – QUALITY ASSURANCE

     

    5.1 Quality
Assurance.

     

    (a) Contractor
has sole responsibility for the quality assurance and quality control of the
Work. Contractor has provided to Owner its quality assurance program consisting
of each Consortium Member’s Quality Assurance Program that has been approved by
the NRC (“Quality Assurance Program”). The Quality Assurance Program and any
changes thereto shall meet the requirement of 10 C.F.R. Part 50, Appendix B and
ASME NQA-1 – 1994 and be accepted by the NRC and accepted by
Owner. Contractor’s Quality Assurance Program is subject to review and
audit by Owner for compliance with 10 C.F.R. Part 50 Appendix B and ASME NQA-1 -
1994. Contractor has prepared AP1000 Project-specific clarifications and
modifications with respect to the Quality Assurance Program and has set forth
such items in the Project Quality Assurance Program Interface Plan
(“PQAPIP”). The PQAPIP will be included in the Project Execution Plan and
shall be delivered to Owner for its review and approval. Owner's review and
acceptance of the PQAPIP shall not relieve Contractor from its obligations to
comply with the requirements of this Agreement and 10 C.F.R. Part 50, Appendix
B. The Quality Assurance Program and the PQAPIP will collectively be the
“Project Quality Assurance Program” or “PQAP”. Contractor shall provide
Owner with five (5) copies of the PQAP and Quality Assurance Program or make
them available electronically. Contractor shall follow the PQAP throughout its
performance of the Work. The PQAP and associated policies and procedures
shall address Contractor’s Scope of Work, including, without limitation,
systems, structures and components in a manner consistent with 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 as classified in
the DCD. The PQAP shall support Owner's compliance with 10 C.F.R. Part 50,
Appendix B and ASME NQA-1 – 1994 and shall be subject to review and audit by the
Owner at the Owner's request. For purposes 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 Major Subcontractors to establish, implement and maintain appropriate
quality assurance programs (which may either be the PQAP or such other quality
assurance program capable of being audited to the requirements of the PQAP) for
their respective portions of the Work consistent with the nuclear safety quality
classification of their portion of the Work. Such programs shall be made
available for review by Owner. Major Subcontractor audit reports shall be made
available for review by Owner or its authorized representative. At its own cost,
Owner or its authorized representative may participate in scheduled audits of
Subcontractors performed by Contractor.

     

    5.2 Reporting
of Defects, Noncompliance, Failures and Breakdowns of QA Programs.
Contractor shall comply with the provisions of 10 C.F.R. Part 21, "Reporting of
Defects and Noncompliance," and 10 C.F.R. Part 50.55, "Conditions of
construction permits, early site permits, combined license, and manufacturing
licenses," in the performance of its obligations under this Agreement. Without
limiting the foregoing, Contractor shall act as the "dedicating entity," as
defined in 10 C.F.R. § 21.3 and 10 C.F.R. § 50.55(e)(1), and comply with the
requirements of 10 C.F.R. § 21.21(c) and 10 C.F.R. § 50.55(e)(4). Contractor
shall 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, the
NRC to inspect records, premises, activities and basic components as necessary
to accomplish the purposes of 10 C.F.R. Part 21, including permitting the NRC
the opportunity to inspect records pertaining to basic components that relate to
the identification and evaluation of deviations, and the reporting of defects
and failures to comply, including any advice given to purchasers or licensees on
the placement, erection, installation, operation, maintenance, modification, or
inspection of a basic component. Contractor shall comply with the provisions of
10 C.F.R. § 50.55(e)(1)(iii)(C) for reporting any significant breakdown in any
portion of the Contractor's or Subcontractor's quality assurance program
conducted under the requirements of Appendix B to 10 C.F.R. Part 50 which could
have produced a defect in a basic component. Contractor shall require in each
contract with its first tier Subcontractors to perform any of the Services or to
furnish any Equipment, at the Site or elsewhere, and that are subject to the
provisions of 10 C.F.R. Part 21 and 10 C.F.R. 50.55, that such Subcontractor
shall comply 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 each
contract with its first tier Subcontractors to perform any of the Services or to
furnish any Equipment, at the Site or elsewhere, and that are subject to the
provisions of 10 C.F.R. Part 21 and 10 C.F.R. Part 50.55 a provision stating
that such Subcontractor shall comply with the provisions of 10 C.F.R. Part 21
and 10 C.F.R. Part 50.55. Contractor shall, and shall require that each of its
first tier Subcontractors, provide Owner with copies of all notices and other
documentation that Contractor or such Subcontractor, as applicable, may disclose
to the NRC pursuant to 10 C.F.R. Part 21 or 10 C.F.R. Part 50.55 concurrently
with such disclosure to the NRC (or, if concurrent disclosure is not practical,
as soon as reasonably practicable following such
disclosure).

     


    
      
        
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    Additionally,
each Subcontractor shall require that each of its first tier Subcontractors
provide Owner with copies of all notices and other documentation that such
Subcontractor or its Subcontractors, as applicable, may disclose to the NRC
pursuant to 10 C.F.R. Part 21 or 10 C.F.R. Part 50.55 concurrently with such
disclosure to the NRC (or, if concurrent disclosure is not practical, as soon as
reasonably practicable following such disclosure).

     

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

     

    5.4 Access and
Auditing at Contractor Facilities. Contractor shall provide Owner and its
authorized representatives with reasonable access during normal working hours to
the Work at Contractor's facilities, and all pertinent documentation relating to
the Work, for observation and inspection, including auditing of activities for
conformance with the requirements of the PQAP and all requirements of this
Agreement. Inspections and audits of Contractor shall be coordinated with
Contractor.

     

    5.5 Access and
Audits at Subcontractors' Facilities. Contractor shall include in its
Subcontracts with Major Subcontractors the right of Owner to have access to such
Subcontractors' facilities as follows. During working hours, Owner and its
authorized representatives shall have the right of access to Contractor's and
Major Subcontractors' premises and working facilities for quality assurance and
quality control activities. Contractor shall provide Owner and its authorized
representatives with necessary information and assistance to carry out Owner's
quality assurance and quality control activities. Quality assurance and quality
control activities at Major Subcontractors shall be limited to participation in
scheduled audits and execution of Witness Points identified as the Witness
Points and Hold Points in the manufacturing and fabrication plans for the
Equipment, such as in-process testing and final product review for acceptance.
Quality assurance and quality control activities at Major Subcontractors include
activities necessary to address quality issues which may arise at sub-suppliers.
In cases where Contractor incurs additional cost or delay in the Project
Schedule from its Major Subcontractors due to Owner's request to perform
additional quality assurance and quality control activities beyond these
activities, Contractor shall be entitled to a Change pursuant to Article 9.
Contractor shall implement, and require its Major Subcontractors to implement
measures necessary to be taken to ensure compliance with this Agreement where
such measures are identified as a result of a quality assurance audit or
surveillance carried out by Owner's authorized representatives. The rights of
access described above are subject to restrictions which may be identified by a
Major Subcontractor related to access to proprietary information, additional
costs for access beyond routine audits and Witness Points, reasons of national
security or access by foreign nationals.

     


    
      
        
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    5.6 Witness and
Hold Points.

     

    (a) Following
the selection of a specific vendor for Equipment identified in Exhibit
Q that is part of the Standard Plant and for which there are contractual
Witness Points and Hold Points, Contractor shall identify the associated Witness
Points and Hold Points via inclusion of the Witness Points and Hold Points in
the manufacturing and fabrication plans for the Equipment. After review, Owner
may identify additional Witness Points and Hold Points and Owner shall notify
Contractor of any Owner-designated Witness Points or Hold Points that they shall
attend. In cases where Contractor incurs additional cost or delay in the Project
Schedule from its Major Subcontractors due to Owner's request to add additional
Witness Points and/or Hold Points beyond those identified by Contractor,
Contractor shall be entitled to a Change Order pursuant to Article 9. Contractor
shall provide Owner access to or copies of these manufacturing and fabrication
schedules for Equipment identified in Exhibit
Q and the regular updates to these schedules, such that Owner has advance
notice of approaching scheduled Witness Points and Hold Points. Owner shall be
notified in writing by Contractor of Owner-designated Witness Points and Hold
Points as soon as practicable but no later than [**] Business Days prior to the
scheduled activity. Owner shall acknowledge the notification of Owner-designated
Hold Points within [**] Business Days and indicate whether or not it intends to
attend the activity that is the subject of the Hold Point.

     

    (b) Work may
proceed with and beyond Owner-designated Witness Points in the absence of
Owner's or its authorized representative's participation without a written
waiver. Work may not proceed with or beyond Owner-designated Hold Points without
a written waiver from Owner. If proper notification has been given and Owner has
responded that it intends to attend the activity that is the subject of the
Owner-designated Hold Point, but Owner or its authorized representative is
unavailable at the designated time, or Owner does not respond as to whether or
not it intends to attend the activity that is the subject of the
Owner-designated Hold Point, the work shall not proceed, Contractor shall be
entitled to a Change Order pursuant to Article 9. Requests by Owner to witness
tests or conduct surveillance after the scheduled point in time designated for a
Witness Point or Hold Point shall be accommodated by Contractor only if
technically feasible, shall entitle Contractor to a Change Order pursuant to
Article 9.

     

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

     

    (d) Any
nonconformance or deviation from design requirements for the Equipment listed in
Exhibit
Q which results in "repair" or "accept as is" dispositions to design
requirements shall be submitted to Owner for its written approval, which shall
not be unreasonably withheld. Repaired and reworked items shall be re-inspected
to verify conformance to the requirements specified by the disposition. A
nonconformance which represents significant conditions adverse to quality
submitted for Owner's approval shall include the identification of the cause of
the nonconformance and 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
representatives inspect the Work in order to assure that the Work complies with
the requirements of this Agreement, including Contractor's PQAP. Inspection by
Owner shall not be deemed to be supervision by Owner of Contractor and shall not
relieve Contractor of any responsibility for performing the Work in accordance
with this Agreement. Any acceptance or approval by Owner shall not be deemed to
constitute final acceptance of same by Owner, but shall be only for the purpose
of assuring that the Work complies with this Agreement. Owner may report to
Contractor any unsafe or improper conditions or practices observed at the Site
for action by Contractor in correction or enforcement.

     

    (b) Defective
Work. If Owner's inspection reveals any non-compliance or any other
defects in any portion of Work, then Contractor shall, promptly upon its receipt
of notice from Owner, take such actions as are required with respect to such
defective Work in accordance with its Quality Assurance Program. If Contractor
is not taking the actions required with respect to defective Work in accordance
with the PQAP, Owner shall 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 as required under Section 5.7(b), then Owner, by written order,
may order Contractor 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, may order Contractor to stop performance if the activities of
Contractor at the Site reasonably appear to Owner to cause or threaten to cause
danger to life or damage to property. Contractor shall not be entitled to a
Change Order for stop Work orders properly issued pursuant to the terms of this
Section 5.7(c).

     

    (d) Uncovering
of Work. Prior to the commencement of the Warranty Period, in the event
Owner requests that any Work be uncovered to determine whether it is deficient,
Contractor shall be entitled to a Change Order 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 corrective action. During
the Warranty Period, the provisions of Article 14 shall apply 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, as further described in Exhibit
H. [**]

     

    6.2 [**]

     


    
      
        
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    [**]

     

    6.3 [**]

     

    (a) [**]

     

    (i) [**]

     

    (ii) [**]

     

    (iii) [**]

     


    
      
        
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    (b)           [**]

     

    ARTICLE
7 – PRICE ADJUSTMENT PROVISIONS

     

    The
amounts payable to Contractor under this Agreement (other than the Fixed Price
portion of the Contract Price) shall be subject to the Price Adjustment
Provisions described in Exhibit
J. [**] [**]

     

    ARTICLE
8 – PAYMENTS

     

    8.1 [**]
Payments.

     

    (a) Payment for
[**]. Prior to the commencement of any [**], Contractor shall provide to
Owner a projected payment plan[**] (the "Payment Plan", to be appended to this
Agreement as Exhibit
F-2). [**]Contractor shall deliver to Owner an invoice (in electronic
form) [**]based on costs invoiced to Contractor or incurred by Contractor due to
hours worked or otherwise during [**]. Payment shall be due in the form of an
electronic transfer of funds from Owner to Contractor's account by [**]. [**]the
Parties shall review the Payment Plan and the actual documented costs incurred
to determine whether changes are required to the Payment 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 a result of such review. In addition,
cost and schedule performance shall be evaluated on a monthly basis, the results
of which shall be provided to Owner, and corrective actions shall be developed
to remedy deficiencies identified by this review.

     

    (b) Payment for
[**]. Unless otherwise agreed by the Parties, billings for [**] shall be
subject to the same procedures and payment processes as set forth in Section
8.1(a). [**] shall be set forth in separate invoices from invoices for the [**].
In addition, cost and schedule performance shall be evaluated on a [**], the
results of which shall be provided to

     


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

     

    8.2 Milestone
Payments. Contractor shall be paid for the portion of the Contract Price
constituting the [**] in accordance with the Milestone Payment Schedule in Exhibit
F-1. The applicable portion of the [**] shall be invoiced by Contractor
upon the completion (or substantial completion as provided below) of each
Milestone. Invoices for Milestone Payments for Major Equipment shall be issued
separately from invoices for other Milestone Payments. [**] Submittal of each
invoice by Contractor for a Milestone Payment shall constitute a representation
by Contractor that it has performed and provided the Work required for such
payment in accordance with this Agreement or otherwise covered by such invoice.
Payment shall be due from Owner within [**], in each case, following receipt of
the invoice. [**]

     

    8.3 Final
Payment. Upon achievement of Final Completion for each Unit, Contractor
shall submit to Owner an invoice for the final Milestone Payment for such Unit
and other payments due under this Agreement (the "Final Payment Invoice") which
shall set forth the remaining amounts due to Contractor pursuant to this
Agreement (minus any amounts that are still being held for Final Completion
Punch List items for such Unit that cannot be completed until the next Nuclear
Fuel re-load, as provided in Section 12.5). Payment of the Final Payment Invoice
shall be due from Owner within [**] of its submission to Owner. When submitting
the Final Payment Invoice for a Unit, Contractor shall: (i) submit a written
discharge, in form and substance reasonably satisfactory to both Parties,
confirming that the total of the

     


    
      
        
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    Final
Payment Invoice (minus any such Final Completion Punch List items) represents
full and final settlement of the monies due to Contractor for the performance of
the Work under this Agreement with respect to such Unit, (ii) include a waiver
against any mechanic's and materialman's liens; provided that the waiver shall
be conditioned on Contractor receiving payment pursuant to the Final Payment
Invoice and (iii) with the Final Payment Invoice for the Second Unit, return all
Sales Tax exemption certificates issued to Contractor and Subcontractors to
Owner or provide a statement that all such certificates have been destroyed or
have expired.

     

    8.4 Supporting
Documentation; Payment Disputes.

     

    (a) Contractor
shall submit invoices in a format agreed to by Owner. Contractor shall make
available such documentation and materials as Owner may reasonably require
substantiating Contractor's right to 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 deficient or subject to dispute. Owner shall
review each invoice and shall make exceptions, if any, by providing Contractor
with written notice by the earlier of (i) such date the invoice is paid by Owner
or (ii) [**] after Owner receives the invoice along with evidence which
reasonably documents the contractual basis of such exceptions. If Owner provides
no exceptions within such time, Owner shall pay Contractor within the time
specified for payment above.

     

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

     

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

     

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

     

    (c) If for
any reason Owner fails to pay Contractor for all undisputed sums due and owing
by the due date or, for disputed amounts, by the date required as set forth in
(b)(i) above, Contractor shall notify Owner of the overdue payment[**]. If Owner
fails to make payment of any undisputed amount due within [**] following the due
date or fails to make payment of any disputed amount within [**] following the
date set forth in (b)(i) above, Contractor shall provide a second notice to
Owner in writing. If Owner fails to make payment of the undisputed amount due
within [**] following its receipt of this second notice[**].

     


    
      
        
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    (d) Owner may
take advantage of any discount identified in Contractor's invoice for prompt
payment.

     

    8.5 No
Acceptance by Payment. Owner's payment of any invoice does not constitute
approval or acceptance of any item or cost in that invoice nor shall Owner's
payment be construed 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) Westinghouse agrees to supply to Owner
a parent company guaranty from Toshiba in the form set forth as Exhibit
I-1 and (ii) Stone & Webster agrees 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 to each Consortium Member. Owner shall make
payment to each Consortium Member as indicated.

     

    ARTICLE
9 – CHANGES IN THE WORK

     

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

     

    (a) any
addition to, deletion from, or modification of the Facility or any change in the
Work, that is agreed by the Parties 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 to ITAAC in existence as of the Effective
Date;

     

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

     

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

     

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

     

    (h) any
breach of this Agreement by Owner of its obligations under this Agreement
(including, without limitation, the obligations under Section 3.6) or delay or
other demonstrable adverse impact on Contractor's or a Subcontractor's
activities under this Agreement resulting from delay by Owner in giving any
required approvals or in performing any of Owner's responsibilities under
Section 3.6 (other than any delay for which Contractor is responsible) or
interference by Owner or Owner's Personnel or Invitees (other than Contractor or
its Subcontractors or their Personnel or Invitees);

     

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

     

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

     

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

     

    (l) any other
event or circumstance specifically identified in this Agreement as constituting
a Change or entitling Contractor to a Change Order.

     

    9.2 Owner-Directed
Changes. It is the intent of the Parties to preserve the design of the
Standard Plant, including the approach to the supply chain, construction,
licensing, operation and maintenance. However, Owner may request any Change,
provided it is technically feasible, with the understanding that such Change may
cause the Facility to no longer qualify as a Standard Plant, subject again to
Sections 9.3 through 9.5.

     

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

     


    
      
        
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    Contractor's
ability to achieve the Net Unit Electrical Output Guarantee or Warranties or its
other obligations under this Agreement, or causes a delay in the Project
Schedule, Contractor shall be entitled to an equitable adjustment as appropriate
to the Contract Price, the Project Schedule, the Milestone Payment Schedule, the
Guaranteed Substantial Completion Dates, the Scope of Work and/or such other
parts of this Agreement as may be affected by such Change. Similarly, to the
extent that a Change enhances Contractor's or its Subcontractors' ability to
perform the Work, reduces the cost of the Work or its other obligations under
this Agreement, or shortens the Project Schedule, Owner shall be entitled to an
equitable adjustment as appropriate to the Contract Price, the Project Schedule,
the Milestone Payment Schedule, the Guaranteed Substantial Completion Dates, the
Scope of Work and/or such other parts of this Agreement as may be affected by
such Change. Any increase or decrease in the Contract Price resulting from a
Change shall be determined and shall be payable as follows:

     

    (i) [**]

     

    (ii) [**]

     

    9.4 Change
Orders. Contractor shall submit written notice of a Change to Owner as
soon as reasonably practicable under the circumstances after becoming aware of
the Change. 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 on the provisions of the
Agreement;

     

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

     

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

     

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

     

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

     

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

     


    
      
        
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    Work
performed by Contractor prior to the execution of a 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 Change Order, 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 take any action at its own expense that is generally
consistent with this Agreement and that is reasonably necessary to meet the
requirements of this Agreement, including performing its obligations in
accordance with Good Industry Practices.[**]

     

    (b) [**]

     

    (c) [**].

     

    (d) [**]

     

    (e) [**]

     

    (f) [**]

     


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

     

    9.8 [**]

     

    ARTICLE
10 – UNCONTROLLABLE CIRCUMSTANCES

     

    10.1 Performance
Excused. No Party shall be considered to be in default or in breach of
its obligations under this Agreement to the extent that performance of such
obligations is prevented, impacted or delayed by any Uncontrollable Circumstance
which arises.[**] Contractor shall provide information to Owner to explain its
determination of the manner in which the Uncontrollable Circumstance has
affected Owner[**].

     

    10.2 Notice.
If a Party's performance of its obligations under this Agreement is prevented,
impacted or delayed by an Uncontrollable Circumstance, then it shall notify the
other Party of the obligations, the performance of which is prevented, impacted
or delayed, and the nature and cause of the event in writing within [**]after
the notifying Party or its Project Director becomes aware of the Uncontrollable
Circumstance. The Party affected by an Uncontrollable Circumstance shall provide
the other Party with weekly updates (i) estimating its expected duration, the
cost of any remedial action, and the probable impact on the performance of its
obligations hereunder, (ii) of the actions taken to remove or overcome the
Uncontrollable Circumstance and (iii) of the efforts taken to mitigate or limit
damages to the other Party. The Party affected by an Uncontrollable Circumstance
shall also provide written notice to the other Party when it ceases 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 this Article covers that testing which takes place
for each Unit at the Site. The testing that shall be performed on-Site consists
of Construction and Installation Tests, Preoperational Tests, Startup Tests and
the Performance Test, each as described in this Article 11. Contractor shall
provide on a [**] the assistance to Owner during the Preoperational Tests, the
Startup Tests and the Performance Test (including without limitation Technical
Support) required hereunder.

     

    (b) The
"Joint Test Working Group" consists of an organizational group of representative
personnel from each Party performing testing services, technical supervision
and/or field support working with Owner's operating organization. The Joint Test
Working Group shall oversee the implementation of the Preoperational Tests
program and the Startup Tests program, including planning, scheduling and
performance of all Preoperational Tests and Startup Tests. Owner shall delegate
to Contractor the implementation and direction of the Joint Test Working Group.
Contractor shall have overall responsibility and authority for technical
direction of the initial test program, consisting of the Construction and
Installation Tests, and Preoperational Tests for conducting those tests in
accordance with the Project Schedule, and will act as the chairman of the Joint
Test Working Group. Upon Unit Mechanical Completion, the Joint Test Working
Group chairman will continue to have overall responsibility and authority for
the technical direction of the Start-up Test program, but operation and control
of the Unit shall reside entirely with Owner. Owner shall be responsible for
conducting the Startup Tests and the Performance Tests in accordance with the
Project Schedule and any delay in performance of the tests not due to the fault
of Contractor or its Personnel shall entitle Contractor to a Change Order
pursuant to Article 9. The Joint Test Working Group shall review and evaluate
Construction and Installation Tests, Preoperational Tests and Startup Tests
results and test turnover packages and recommend acceptance of the Turnover to
Owner. Owner is responsible for a startup administrative manual and
administrative procedures that provide detailed requirements and govern the
execution of activities associated with the conduct of the test program,
including the organization, structure and functional relationships of the Joint
Test Working Group and the startup organization. The startup administrative
manual shall provide direction for interface control of the internal and
external transfer of information, design data, test results and other documents
from one organization to another and the Turnover of systems and Equipment from
Contractor to Owner. The startup administrative manual shall be prepared by
Contractor for Owner on a [**].

     

    11.2 Construction
and Installation Tests.

     

    (a) The
adequacy of construction and installation of components and systems shall be
verified by construction inspection and installation tests. During the
construction period, Contractor erects the structure, installs plant equipment
and performs construction verification and inspection tests. All of these
activities are executed, controlled, and documented in accordance with
Contractor's approved procedures.

     


    
      
        
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    During construction, Contractor completes the
Construction and Installation Test program in which various electrical and
mechanical 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 completes the building of components associated with
the various systems. The associated piping, wiring, equipment, and controls are
verified to be installed in accordance with approved final design drawings.
Construction and Installation Tests are performed and all appropriate
documentation and exceptions to construction verification or tests, or
incomplete tests shall be recorded as Turnover exceptions. On a system basis,
completion of this program demonstrates that the system is ready for
preoperational testing. The system shall be turned over to the Joint Test
Working Group.

     

    11.3 Preoperational
System Tests. Following the Construction and Installation Tests of the
particular components and systems, the preoperational system tests are
conducted. Activities during the Preoperational Tests are conducted in
accordance with a Startup Administrative Manual as provided in the Project
Execution Plan. Initially, the Joint Test Working Group prepares the
system/components for dynamic testing. Systems are flushed, tuned, and prepared
for preoperational and acceptance testing. The Joint Test Working Group, while
coordinating any remaining functional testing, shall typically direct Owner's
operations personnel in the initial starting and operation of the various
systems.

     

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

     

    The
general objectives of the Preoperational Test program are the
following:

     

    
      	
              ·  

            	
              Demonstrate
      that essential plant components and systems, including alarms and
      indications, meet appropriate requirements based on the
      design.

            


    

     


    
      
        
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              ·  

            	
              Provide
      documentation of the performance and condition of the components and
      systems.

            


    

     

    
      	
              ·  

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

            


    

     

    
      	
              ·  

            	
              Operate
      Equipment for a sufficient period to demonstrate performance in accordance
      with the Preoperational Test
procedures.

            


    

     

    
      	
              ·  

            	
              Demonstrate
      that the systems operate on an integrated
basis.

            


    

     

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

     

    (b) Contractor
shall develop the Preoperational Test procedures consistent with its procedures
for the Standard Plant and shall provide the Preoperational Test procedures to
Owner in advance of the testing. A team referred to as the "Preoperational Test
Group" shall be established by the Joint Test Working Group and be manned by
each Party's personnel as mutually agreed by the Parties. The Preoperational
Test Group shall consist of engineering test leads and test personnel. The
Preoperational Test Group is responsible for conducting the Preoperational Tests
in accordance with the Project Schedule.

     

    (c) Facility
equipment used in the performance of Preoperational Tests shall be operated by
Owner in accordance with appropriate operating procedures, thereby giving
Owner's operating staff an opportunity to gain experience in using these
procedures and demonstrating their adequacy prior to plant initial
criticality.

     

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

     

    11.4 Startup
Tests Objectives and Protocol.

     

    (a) The
Startup Test program begins with initial Nuclear Fuel loading after the
Preoperational Tests necessary for Nuclear Fuel loading have been successfully
completed. Startup Tests can be grouped into four broad
categories:

     

    
      	
              ·  

            	
              Tests
      related to initial Nuclear Fuel
loading.

            


    

     

    
      	
              ·  

            	
              Tests
      performed after initial Nuclear Fuel loading but prior to initial
      criticality.

            


    

     

    
      	
              ·  

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

            


    

     

    
      	
              ·  

            	
              Tests
      performed at power levels greater than five percent
  (5%)

            


    

     


    
      
        
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    During
performance of the Startup Test program, Owner's operating staff shall have the
opportunity to obtain practical experience in the use of appropriate operating
procedures while a Unit progresses through heatup, criticality, and power
operations.

     

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

     

    
      	
              ·  

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

            


    

     

    
      	
              ·  

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

            


    

     

    
      	
              ·  

            	
              Achieve
      initial criticality and operation at power in a controlled and safe
      manner.

            


    

     

    
      	
              ·  

            	
              Verify
      that the operating characteristics of the Unit reactor core and associated
      control and protection equipment are consistent with design requirements
      and accident analysis assumptions.

            


    

     

    
      	
              ·  

            	
              Obtain
      the required data and calibrate equipment used to control and protect the
      Facility.

            


    

     

    
      	
              ·  

            	
              Verify
      that the Unit responds to the transient tests as described in the Design
      Control Document.

            


    

     

    
      	
              ·  

            	
              Verify
      the operating characteristics of the Unit secondary plant equipment
      (turbine, generator, isophase bus duct and main power transformer, heater
      balance, main steam, extraction steam, steam dump, condenser, condensate,
      feedwater, make-up water, cooling tower, main feedwater pumps, etc.) and
      associated control equipment.

            


    

     

    Abstracts
of the Startup Tests are provided in Chapter 14 of the Design Control Document.
Contractor shall develop the Startup Test procedures per the guidelines
documented in Chapter 14 of the Design Control Document, in accordance with its
procedures for the Standard Plant and shall provide the Startup Test procedures
to Owner in advance of the testing. A team referred to as the "Startup Test
Group" shall be established by the Joint Test Working Group and be manned by
each Party's personnel as mutually agreed by the Parties. The Startup Test Group
shall consist of engineering test leads and test personnel. The Startup Test
Group is responsible for conducting the Startup Tests in accordance with the
agreed upon Project Schedule. Contractor shall provide Technical Support to
Owner during these tests.

     

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

     


    
      
        
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    Preoperational
Tests are underway such that the Unit will be ready for Startup Tests within
ninety (90) Days from such notice.

     

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

     

    (ii) To the
extent that a delay caused by Owner or its Personnel or resulting from an
Uncontrollable Circumstance delays any Startup Test by more than [**] from the
Ready for Startup Test Date, Contractor shall be entitled to the Milestone
Payments that would be due upon or prior to Startup Test Completion, minus the
direct costs attributable to the Technical Support to have been provided by
Contractor for such Startup Test(s).

     

    (iii) At such
time as Owner is ready 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 provide the Technical Support required for the Startup Test, followed
by the Performance Test and the other activities required to achieve Substantial
Completion and Final Completion. Prior to initiating the Startup Test,
Contractor shall have the right, pursuant to the agreed validation procedures
determined as described in clause (i) above, to determine whether any
degradation of the Unit has occurred. If degradation of the Unit has occurred,
Contractor shall be entitled to a Change Order pursuant to Article 9 for the
costs and time required to perform corrections to the Unit to return it to a
state ready for the Startup Test.

     

    (iv) If the
delay caused by Owner or its Personnel or resulting from an Uncontrollable
Circumstance delays any Startup Test by more than [**] from the Ready for
Startup Test Date, then (x) the Startup Test shall be deemed to have been
completed and Substantial Completion shall be deemed to have occurred for
purposes of the Warranties, Section 22.2 and any other provisions of the
Agreement pertaining to the Guaranteed Substantial Completion Date; (y)
Contractor shall be entitled to the remaining Milestone Payments; and (z) Final
Completion shall be deemed to have occurred provided that Contractor completes
such other Work that can be completed notwithstanding the inability to conduct
the Startup Test and Performance Test. At such time, if any, as Owner is ready
for the Startup Test to be conducted, Contractor's sole responsibility hereunder
with respect to such Startup Test shall be to provide Technical Support for the
testing on a Time and Materials Basis.

     

    11.5 Performance
Tests.

     

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

     


    
      
        
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    be
approved by Owner, such approval not to be unreasonably withheld. Owner shall
provide all consumables, semi-skilled and skilled labor, fully trained and
licensed operators and any other material or services required for the tests.
Contractor shall maintain a minimal construction staff and labor on Site to
support the testing process.

     

    (b) A test
(the "Net Unit Electrical Output Test") shall be run to determine whether the
Unit meets the Net Unit Electrical Output Guarantee. The Net Unit Electrical
Output Test for the Unit shall be conducted in general compliance with Power
Test Code 46 (PTC-46) with the NSSS power no less than [**] of rated power
measured using the Secondary Calorimetric Methodology and for the periods and
duration discussed below. The test shall consist of [**] in duration. If upon
evaluation of the data more than [**] of the test runs are found unacceptable
for reasons of equipment failure or environmental instability, additional runs
will be made. Test run duration may be extended if necessary to reduce the
random uncertainty in the test results to less than [**]. Data collected within
each test run will be averaged and the results corrected to guarantee reference
conditions. The final Net Unit Electrical Output shall be the average of the
corrected net electrical output for all of the successful test
runs.

     

    [**]

     

    The Net
Unit Electrical Output Test for the Unit shall be determined during a period of
continuous operation of [**]. Such Net Unit Electric Output Test shall be
satisfactorily completed when the Unit has demonstrated its capability of
meeting the Net Unit Electrical Output Guarantee as described above. The
measurement frequency shall be in compliance with PTC-46 throughout the
test.

     

    (c) Contractor
shall give notice to Owner of the date (the "Ready for Performance Test Date")
when the Unit is ready, or would have been ready [**] except for a delay caused
by Owner or its Personnel or resulting from an Uncontrollable Circumstance, for
the Performance Test on such Unit to begin; provided, however, that such notice
shall not be given until the Construction and Installation Tests and the
Preoperational Tests are completed 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 in conducting the
Startup Test due to a delay caused by Owner or its Personnel or resulting from
an Uncontrollable Circumstance, then the Ready for Performance Test Date shall
be [**] after the Ready for Startup Test Date [**].

     

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

     


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

     

    (ii) To the
extent that a delay caused by Owner or its Personnel or resulting from an
Uncontrollable Circumstance delays any Performance Test by more than [**] from
the Ready for Performance Test Date, Contractor shall be entitled to the
Milestone Payment that would be due upon Substantial Completion, minus the
direct costs attributable to the Technical Support to have been provided by
Contractor for such Performance Test.

     

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

     

    (iv) If the
delay caused by Owner or its Personnel or resulting from an Uncontrollable
Circumstance delays the Performance Test by more than [**] from the Ready for
Performance Test Date, then (x) the Performance Test shall be deemed to have
been completed and Substantial Completion shall be deemed to have occurred for
purposes of the Warranties, Section 22.2 and any other provisions of the
Agreement pertaining to the Guaranteed Substantial Completion Date and the Net
Unit Electrical Output Guarantee; (y) Contractor shall be entitled to the
remaining Milestone Payments; and (z) Final Completion will be deemed to have
occurred provided that Contractor completes such other Work that can be
completed notwithstanding the inability to conduct the Performance Test. At such
time, if any, as Owner is ready for the Performance Test to be conducted,
Contractor's sole responsibility hereunder with respect to such Performance Test
and the Net Unit Electrical Output Guarantee shall be to provide Technical
Support for the testing on a Time and Materials 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 Unit Electrical Output Guarantee, Contractor shall proceed
as provided below in Section 11.6. Contractor shall promptly notify Owner of the
Unit's readiness for any required retest, specifying the time and date of such
test, such date being not less than 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, and subject to the provisions of this Agreement and in
accordance with the Operating 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 Electrical Output Guarantee") determined using the
conditions and calculation as set forth in Exhibit
L [**] pursuant to Exhibit
L, as evidenced by the Net Unit Electrical Output Test.
[**].

     

    (a) In the
event a Unit does not meet the Net Unit Electrical Output Guarantee as of the
Guaranteed Substantial Completion Date[**]. [**].

     

    (b) The Net
Unit Electrical Output Guarantee is subject to the conditions stated in Section
14.4(c) and to the following:

     

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

     


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

     

    (c) Necessary
auxiliary equipment for producing the Net Unit Electrical Output shall include
only the Equipment loads provided in Exhibit
L.

     

    (d) The Net
Unit Electrical Output Guarantee shall be demonstrated by the Net Unit
Electrical Output Test to be conducted at the times and subject to the
conditions set forth herein. Satisfactory completion of such test or re-test, or
the payment of [**] to Owner shall relieve Contractor of any further obligation
with respect to the Net Unit Electrical Output Guarantee.

     

    ARTICLE
12 – STAGES OF COMPLETION

     

    12.1 Turnover.

     

    (a) Turnover
refers to the sequential mechanical completion of each system and structure of a
Unit. "Turnover" of a system or structure shall occur upon the satisfaction of
the following conditions:

     

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

     

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

     

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

     

    (iv) The
Preoperational Test has validated compliance with the design specifications to
the extent permitted under the Unit's configuration status. (For example, some
design requirements cannot be validated until after Nuclear Fuel
loading.)

     

    (b) Notice and
Acceptance of Turnover. When Contractor believes the provisions of
Section 12.1(a) have been satisfied with respect to each system or structure,
Contractor shall deliver a written notice of such determination through the
Joint Test Working Group to Owner with sufficient detail to enable Owner to
determine whether Contractor has achieved such requirements. Turnover of such
system or structure shall be deemed to have occurred within [**] following
delivery of such determination to Owner, unless within such [**] period, Owner
has notified Contractor in writing of

     


    
      
        
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    why it
disagrees that Turnover has occurred, in which case (and without prejudice to
Contractor's right to submit a Claim) Contractor shall take such corrective
actions as are necessary and resubmit its written notice of determination to
Owner 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
and operation 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” shall be achieved
when the conditions as stated in Section 11.4(a) for the commencement of Nuclear
Fuel loading the Unit have been achieved. When submitting its written notice of
determination for such Unit Mechanical Completion, Contractor shall include
notice that Turnover has occurred.

     

    (b) "Preoperational
Test Completion" for a Unit shall be deemed to have occurred upon satisfactory
completion of the Preoperational Tests for the Unit.

     

    (c) Contractor
shall notify Owner when the provisions of Section 12.2(b) have been satisfied.
Owner shall accept such Unit as having achieved Preoperational Test Completion,
by delivering to Contractor notice of that acceptance within [**] following
receipt of Contractor's notice that Preoperational Test Completion has occurred;
alternatively, Owner may disagree that Preoperational Test Completion has
occurred by notifying Contractor in writing of why it disagrees that
Preoperational Test Completion has occurred. If no notice is issued by Owner
within the required time period, Owner shall be deemed to have accepted that
Preoperational Test Completion has occurred. The date of Preoperational Test
Completion shall be the date the Unit has achieved Preoperational Test
Completion 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 the remaining Work for each Unit. The items on the
punch list that are required to be completed before the commencement of the
Startup Tests for reasons of safety or compliance with applicable Laws shall
have been completed prior to the commencement of the Startup
Tests.

     

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

     

    (c) Contractor
shall notify Owner when the provisions of Section 12.3(b) have been satisfied.
Owner shall accept such Unit as having achieved Startup Test Completion, by
delivering to Contractor notice of that acceptance within [**] following receipt
of Contractor's notice that Startup Test Completion has occurred; alternatively,
Owner may disagree that Startup Test Completion has occurred by notifying
Contractor in writing of why it disagrees that Startup Test Completion has
occurred. 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 achieved
Startup Test Completion and not the date of Owner's acceptance.

     

    12.4 Substantial
Completion.

     

    (a) "Substantial
Completion" for a Unit shall have occurred upon satisfactory completion of a
Performance Test, the deemed completion of a Performance Test pursuant to
Section 11.5(c)(iv), or the payment of [**] by Contractor.

     

    (b) Contractor
shall notify Owner when the provisions of Section 12.4(a) have been satisfied.
Owner shall accept such Unit as having achieved Substantial Completion, by
delivering to Contractor notice of that acceptance within [**] following receipt
of Contractor's notice that Substantial Completion has occurred; alternatively,
Owner may disagree that Substantial Completion has occurred by notifying
Contractor in writing of why it disagrees that Substantial Completion has
occurred. If no notice is issued by Owner within the required time period, Owner
shall be deemed to have accepted that Substantial Completion has occurred. The
date of Substantial Completion shall be the date the Unit has achieved
Substantial 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 of remaining Work, which
shall be of a minor nature and not prevent commercial operation of the Unit (the
"Final Completion Punch List"). [**] In the event that any items on the Final
Completion Punch List cannot be performed until the next Nuclear Fuel re-load,
Final Completion of a Unit shall be deemed to have been achieved for purposes of
this Agreement provided that Contractor agrees in writing with Owner to return
to complete such Work at the time of the next Nuclear Fuel
re-load[**]

     

    12.6 Final
Completion.

     

    (a) Subject
to 12.5, "Final Completion" of a Unit shall be deemed to have occurred upon the
completion of the Final Completion Punch List and the other Work required under
the Agreement with the exception of obligations under the
Warranties.

     

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

     


    
      
        
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    achieved
Final Completion by notifying Contractor in writing of why it disagrees that
Final Completion has occurred. If no notice is issued by Owner within the
required time period, Owner shall be deemed to have accepted that Final
Completion has occurred. The date of Final Completion shall be the date the Unit
has achieved Final Completion and not the date of Owner's
acceptance.

     

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

     

    ARTICLE
13 – [**]

     

    13.1 [**]

     

    
      	
              [**]

            	
              [**]

            
	
              [**]

            	
              [**]

            
	
              [**]

            	
              [**]

            
	
              [**]

            	
              [**]

            
	
              [**]

            	
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              [**]

            	
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    [**]

     


    
      
        
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    [**]

     

    13.2 [**]

     

    13.3 [**]

     

    13.4 [**]

     


    
      
        
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    [**]

     

    ARTICLE
14 – WARRANTY

     

    14.1 Equipment.

     

    (a) Equipment
Warranty.

     

    (i) Contractor
warrants that the Equipment and each Unit [**] (the "Equipment
Warranty").

     

    (ii) The
Equipment Warranty shall commence upon [**] and shall expire on [**] (the
"Standard Equipment Warranty Period")[**].

     

    (iii) [**]

     

    (iv) [**]

     

    (v) [**]

     


    
      
        
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    [**]

     

    (b) Remedy.
If, for non-conforming Equipment discovered during the applicable Warranty
Period, Owner promptly notifies Contractor, Contractor shall perform such repair
or replacement as required to meet the Equipment Warranty.
[**]

     

    (c) Warranty
Work Deferral. At Owner's option, Warranty Work that impacts operation of
the Facility may be deferred until the time of the Unit's next regularly
scheduled maintenance outage and the Warranty provisions hereunder shall apply
notwithstanding that such outage occurs after the end of the Standard Equipment
Warranty Period. If Contractor advises Owner that deferral of the Warranty Work
can reasonably be expected to result in damage to the Unit and/or Equipment
which occurs after Contractor's advice and results from deferral of such
Warranty Work, Owner may elect to use the Unit and/or Equipment at its risk. In
no event may Owner defer the Warranty Work beyond [**] from the date it would
have 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 to review Owner's system of developing and recording
data related to Facility performance;

     

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

     


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

     

    (iii) Provide
authorized personnel of Contractor and its Subcontractors reasonable access to
the Facility should Contractor decide to observe the manner in which the
Facility is operated and maintained;

     

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

     

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

     

    Should
Owner not provide such of the foregoing as are required by Contractor, such
action shall cause Contractor's obligations to terminate with respect to the
particular claimed defect to the extent that Owner's failure caused prejudice to
Contractor.

     

    (e) Working
Access to Equipment and Plant Support Activities to be Provided by Owner.
The plant support personnel and facilities to be provided by Owner in accordance
with Section 14.1(b) are as follows:

     

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

     

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

     

    (iii) provide
the valve clearances and tag-outs necessary;

     

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

     

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

     

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

     

    (vii) provide
safe scaffolding meeting applicable OSHA standards (as
required);

     

    (viii) provide
suitable ambient lighting;

     


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

     

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

     

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

     

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

     

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

     

    (xiv) establish
and maintain appropriate and acceptable radiological conditions in accordance
with Laws, Good Industry Practices, and utility policy such that reasonably
unencumbered access to the required work areas is enabled for all
personnel;

     

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

     

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

     

    (xvii) provide
Gamma isotopic analysis to determine radioactivity of waste;

     

    (xviii) provide
breathing air and respiratory protection as necessary;

     

    (xix) provide
plant compressed air as required;

     

    (xx) provide
air for ventilation;

     

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

     

    (xxii) provide
plant and deionized water;

     

    (xxiii) make
available to Contractor, and maintain in an operable condition those hand tools,
special tools, and calibrated equipment necessary;

     

    (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 polar crane availability on an as scheduled basis,
and any other personnel necessary to complete the tasks outside of Contractor
scope;

     

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

     

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

     

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

     

    (f) Conditions.
Such repair or replacement shall constitute complete fulfillment of Contractor
obligation under the Equipment Warranty, and upon the expiration of the
applicable Warranty Period, all such obligations shall
terminate.

     

    14.2 Services
Warranty. Contractor warrants that the Services [**] (the "Services
Warranty"). If any portion of the Services fails to comply with this Services
Warranty and Owner promptly notifies Contractor of such non-conformance along
with evidence which reasonably demonstrates Contractor's culpability, Contractor
shall [**]. The Services Warranty Period shall be [**] (the "Services Warranty
Period").

     

    At
Owner's option, Warranty Work may be deferred until the time of the Unit's next
regularly scheduled maintenance outage and the Warranty provisions hereunder
shall apply notwithstanding that such outage occurs after the end of the
Services Warranty Period. If Contractor advises Owner that deferral of the
Warranty Work can reasonably be expected to result in damage to the Unit and/or
Equipment which occurs after Contractor's advice and results from deferral of
such Warranty Work, Owner may elect to use the Unit and/or Equipment at its
risk. In no event may Owner defer the Warranty Work beyond [**] from the date it
would have been performed by Contractor without Owner's deferral.

     

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

     


    
      
        
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    14.4 [**]

     

    (a) [**]

     

    (b) [**]

     

    (c) [**]

     

    (i) [**]

     

    (ii) [**]

     

    (iii) [**]

     

    (iv) [**]

     

    (v) [**]

     

    (d) [**]

     

    (i) [**]

     

    (ii) [**]

     


    
      
        
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    14.5 [**]

     

    14.6 [**]

     

    ARTICLE
15 – 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
Party Claims and costs and expenses associated therewith (including attorneys'
fees) [**]

     


    
      
        
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    [**]

     

    15.2 Owner's
Indemnity. Except with respect to a Nuclear Incident, and subject to
limitations on Santee Cooper's obligations as a matter of South Carolina law,
Owner shall indemnify, defend and hold harmless Contractor and Contractor
Interests from and against Third Party Claims and costs and expenses associated
therewith (including attorneys' fees) [**]

     

    15.3 [**]

     


    
      
        
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    [**]

     

    [**]

     

    15.4 [**]

     

    (a) [**]

     

    (b) [**]

     

    (c) [**]

     


    
      
        
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    [**]

     

    (d) [**]

     

    (e) [**]

     

    15.5 [**]

     

    (a) [**]

     

    (b) [**]

     


    
      
        
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    [**]

     

    (c) [**]

     

    (d) [**]

     

    ARTICLE
16 – 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 the Phase I Work to be performed hereunder, Worker's
Compensation, liability and other insurance coverage required hereunder and in
the amounts as follows:

     

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

     

    (ii) Employer's
Liability, including an "All States" endorsement – [**]. Coverage shall include
U.S. Longshoremen's and Harbor Workers Act coverage where
applicable.

     

    (iii) Commercial
General Liability, (excluding professional 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 including owned, hired, and non-owned automotive equipment
used in connection with the insured operation - Bodily Injury and Property
Damage Combined – [**] Each Occurrence. Owner shall provide similar coverage for
any of its owned, hired and non-owned automotive equipment.

     

    (v) Contractor's
Equipment Coverage – in the amount 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 be considered a pollutant at or around the Site, as a
result of the Work done by Contractor or any tier Subcontractor – [**] Each
Occurrence, [**] Aggregate. Notwithstanding the foregoing, this coverage shall
be taken out within [**] after the Effective Date.

     

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

     

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

     

    (ix) [**]

     

    (b) Builder's
Risk Insurance, [**] shall be purchased by Owner at limits and coverages and
other provisions as enumerated in Section 16.2(a)(ii), naming Owner, Contractor,
and Subcontractors as additional insureds. The liability of Contractor 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 of Phase II,
Contractor’s liability for any loss or damage during Phase I, whether based on
contract, tort (including fault, negligence and strict liability) or otherwise,
shall not exceed [**] for any occurrence as if Owner had procured a standard
Builder’s Risk policy subject to the limitations in Section 16.2(a)(ii). [**]
Owner shall reimburse Contractor on a [**] to remedy such loss or damage that
exceed such amount, whether based on contract, tort (including fault, negligence
and strict liability) or otherwise.

     

    16.2 Phase II
Insurance Requirements.

     

    (a) For Phase
II, Owner shall have the option of implementing an Owner Controlled Insurance
Program (“OCIP”), as set forth in Exhibit
U. If Owner decides not to implement the OCIP, Contractor will have the
right to implement a Contractor-Controlled Insurance Program (“CCIP”),
implementing the provisions of Exhibit
U. Contractor shall be reimbursed for the CCIP by Owner on a [**].
The Parties recognize that Exhibit
U is written for an OCIP, and will need to be modified accordingly if a
CCIP is to be

     


    
      
        
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    implemented.
If neither an OCIP or a CCIP is implemented, each of Owner and Contractor, as
applicable, shall maintain the coverages specified in Section 16.1, with the
following exceptions, such coverages to be reimbursed by Owner on a
[**]:

     

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

     

    (ii) Builder's
Risk Insurance, if not already obtained, shall be obtained at limits determined
appropriate by the Parties. Such Builder's Risk policy shall (A) name Contractor
and all Subcontractors as additional insureds (without having any liability for
the payment of premiums); (B) cover all risks of loss or damage to the Facility
(I) during construction, and (II) if not covered by the Open Cargo Insurance,
during transportation of any materials and equipment, and (III) during storage,
(IV) during the Work, and (V) until replaced by Owner's Operating Property
coverages, and (VI) with limits of coverage [**] as agreed to by the Parties;
and (C) provide coverage for resultant damage due to any error in design,
defects in equipment or material or faulty workmanship; and (D) provide delay in
start-up coverage [**]Any recovery under the delay in start-up coverage
resulting from an event that gives rise to a covered claim under this policy
shall reduce [**] by the same amount. Notwithstanding any other provision to the
contrary, Owner on behalf of itself and the insurer hereby waives all rights of
recovery and subrogation against Contractor and its Subcontractors, and their
Affiliates and Personnel, including any losses within the deductibles and any
excess losses; provided that Contractor shall be liable for Owner's deductible
under its property insurance policy(ies); provided further, and notwithstanding
any other provision to the contrary, that the liability of Contractor and
Contractor Interests for any loss or damage to any equipment, materials, Work,
completed Facility and surrounding Owner property shall be limited to claims
arising to the extent of Contractor's negligence and shall in no event exceed
[**] for any occurrence. Contractor’s liability for the payment of such amount
shall not be reimbursable hereunder. Owner shall reimburse Contractor on a [**]
to remedy such loss or damage that exceed such amount, whether based on
contract, tort (including fault, negligence and strict liability) or
otherwise[**]. [**] The foregoing provisions are for the sole benefit of Owner,
and the Parties do not intend such provisions to be for the benefit of any third
party, including without limitation any insurer.

     

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

     


    
      
        
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    (i) [**]

     

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

     

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

     

    16.3 Provisions
Applicable to all Coverages.

     

    (a) After the
execution of this Agreement and prior to the commencement of any Work, each
Party shall have on file with the other party (and in the case of Owner, Owner's
Supplier Relations Department) the applicable insurance certificate(s). Such
certificate(s) shall provide that [**] written notice be given to the other
Party prior to any material change or cancellation of the insurance. Other than
the OCIP or CCIP, as applicable, the Builder’s Risk Insurance and Owner’s
Operating Property coverages, each Party shall name the other Party, its
subsidiaries and their successors and assigns, as additional insured (except for
Worker's Compensation and Professional Liability and Pollution Liability
coverage) for their vicarious liability arising out of such Party’s negligent
operations or such Party shall be covered under the omnibus provisions thereof.
For the OCIP or CCIP, as applicable, and Owner’s Operating Property coverage,
each Party and Contractor Interests shall be named as an additional insured
thereon, at no cost to Contractor. All policies shall be written to include a
waiver of subrogation in favor of the other Party and its Affiliates and
Contractor Interests during the performance of the Work and
thereafter.[**]

     

    (b) All such
insurance shall be with sound insurance companies which have an AM Best Rating
of A- VII as the minimum and authorized to do business in the state where the
Work is to be performed. None of the liability policies shall have any "other
insurance" clause or language which would jeopardize the primacy of Contractor’s
insurance with respect to Owner’s self-insured retention or excess insurance.
The above Contractor requirements may be met by both Consortium Members
providing separate certificates. Any such limits of coverages may be met in one
or more layers of coverage.

     

    (c) Neither a
failure of a Party to provide the required certificate of insurance nor such
Party's submission of a certificate of insurance not in conformance with the
insurance requirements stated herein shall relieve such Party from the
obligation to have in force the required insurance
coverages.

     


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

     

    (e) Contractor
understands that Owner may have an administrator on-Site at all times in which
Contractor or its Personnel are at the Site. Contractor shall interface and
cooperate with Owner's administrator. Additionally, Contractor shall follow any
recommendations made by the NRC, Nuclear Electric Insurance Limited ("NEIL"),
the Institute of Nuclear Power Operators ("INPO") and American Nuclear Insurers
("ANI").

     

    ARTICLE
17 –
[**]

     

    17.1 [**]

     

    17.2 [**]

     


    
      
        
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    [**]

     

    17.3 [**]

     

    (a) [**]

     

    (b) [**].
[**]

     

    ARTICLE
18 – LIENS

     

    18.1 Liens.
Contractor shall keep the Facility, the Site and the Equipment free from Liens
(other than liens arising from acts of Owner or Owner's failure to pay amounts
due to Contractor), and shall promptly notify Owner of any known Liens filed
against the Facility, the Site, or the Equipment and any structures comprising
the Facility or located on the Site. If Owner seeks Contractor's indemnification
for any Lien, Owner shall:

     

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

     

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

     

    (c) Give
Contractor sole control of the defense and settlement, to the extent of
Contractor's liability, for the Lien if Contractor confirms in writing an
obligation to indemnify Owner with respect to the Lien.

     

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

     


    
      
        
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    in lieu
of discharging or providing a bond, for up to a [**] period to allow Contractor
a reasonable time to resolve the cause of the filing of the Lien. If Contractor
fails to indemnify, discharge or promptly bond any Lien, Owner shall have the
right, upon notifying Contractor in writing and providing Contractor reasonable
time to indemnify, discharge or bond the Lien, to take any and all reasonable
actions and steps to satisfy, defend settle or otherwise remove the Lien at
Contractor's expense, including reasonable attorneys' fees, costs and expenses.
Owner shall have the right to recover these expenses from Contractor. Contractor
shall have the right to contest any Lien, provided it first provides to Owner
the indemnity provided for above or it may provide the lien holder, a court or
other third Person, as applicable, a bond or other assurances of payment
necessary to remove the Lien related to the Work from the Site and the Facility
in accordance with the Laws of the State of South Carolina.

     

    ARTICLE
19 – PROPRIETARY DATA

     

    19.1 Protection
of Owner Proprietary Data.

     

    (a) [**]

     

    (b) [**]

     

    (c)           [**]

     


    
      
        
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    [**]

     

    (d)           [**]

     

    19.2 Protection
of Contractor's Proprietary Data.

     

    (a) [**]

     

    (b) [**]

     

    (i) [**]

     

    (ii) [**]

     


    
      
        
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    [**]

     

    (iii) [**]

     

    (iv) [**]

     

    (c) [**]

     

    (i) [**]

     


    
      
        
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    [**]

     

    (ii) [**]

     

    (iii) [**]

     

    (iv) [**]

     

    (v) [**]

     

    (d) [**]

     

    19.3 [**]

     

    (a) [**]

     


    
      
        
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    (b) [**]

     

    (i) [**]

     

    (ii) [**]

     

    (iii) [**]

     

    (iv) [**]

     

    (v) [**]

     

    (vi) [**]

     

    (vii) [**]

     

    (viii) [**]

     

    (1)           [**]

     

    (2)           [**]

     

    (3)           [**]

     

    (4)           [**]

     

    (5)           [**]

     

    (6)           [**]

     

    (7)           [**]

     


    
      
        
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    (8)           [**]

     

    (9)           [**]

     

    (c) [**]

     

    (i) [**]

     

    (ii) [**]

     

    (iii) [**]

     

    (iv) [**]

     

    (d) [**]

     

    (i) [**]

     

    (ii) [**]

     

    (iii) [**]

     

    (iv) [**]

     

    (v) [**]

     

    (vi) [**]

     

    (vii) [**]

     


    
      
        
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    (viii) [**]

     

    (e) [**]

     

    (f) [**]

     


    
      
        
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    (i) [**]

     

    (ii) [**]

     

    (iii) [**]

     

    (iv) [**]

     

    (g) [**]

     

    19.4 [**]

     

    19.5 [**]

     


    
      
        
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    [**]

     

    19.6 [**]

     

    19.7 [**]

     

    ARTICLE
20 – ENVIRONMENTAL; HAZARDOUS MATERIALS

     

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

     

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

     

    20.3 Handling,
Collection, Removal Transportation 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 or created by Contractor or Subcontractors or
spilled or introduced into or at the Site by Contractor or any Subcontractor,
including any such Hazardous Materials furnished, used, applied or stored at the
Site by Contractor or any Subcontractor, including used oils, greases, and
solvents from flushing and cleaning processes performed under the Agreement.
Prior to Unit Mechanical Completion of a Unit, Contractor shall be responsible
for the proper handling, storage, transportation, and disposal of any Hazardous
Materials brought onto the Site or created by Contractor or Subcontractors.
Contractor shall be liable for any fines or penalties imposed for its or its
Subcontractors' failure to comply with applicable Laws with respect to Hazardous
Materials for which it is responsible pursuant to this Section
20.3(a).

     


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

     

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

     

    20.4 Notice of
Discovery. Contractor shall provide prompt written notice to Owner of any
suspected Hazardous Materials that Contractor finds during performance of the
Work not previously identified by Owner to Contractor. Owner shall be
responsible for any further action required after the discovery. To the extent
any such action causes an increase in Contractor's costs or a delay in the
performance of the Work, Contractor shall be entitled to a Change Order pursuant
to Article 9.

     

    ARTICLE
21 – TITLE; RISK OF LOSS

     

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

     


    
      
        
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    [**]

     

    (b) [**].

     

    21.3 [**]

     

    ARTICLE
22 – SUSPENSION AND TERMINATION

     

    22.1 Suspension
by the Owner for Convenience.

     

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

     

    (b) Owner
shall continue to meet the payment obligations to Contractor during any
suspension, delay or interruption for Work actually
performed.

     

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

     

    (d) Contractor
shall resume any suspended Work 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 it may have hereunder, Owner may terminate the
Agreement upon notice to Contractor if:

     

    (i) Contractor
is in breach of a material provision of this Agreement and fails to cure the
breach within [**] following written notice of such breach or, if such breach is
not capable of being cured within such [**] period, such longer period as is
reasonably necessary so long as Contractor has commenced the cure within such
[**] period and thereafter diligently pursues the cure;

     

    (ii) [**];

     

    (iii) [**];
or

     

    (iv) a
Consortium Member is Insolvent.

     

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

     

    (c) Upon any
termination pursuant to this Section 22.2, Owner may at its option elect to: (i)
assume responsibility for and take title to and possession of the Facility and
Work and Equipment remaining at the Site and Equipment located outside the Site
for which payment in full or in part has been made by Owner; (ii) succeed
automatically, without the necessity of any further action by Contractor, to the
interests of Contractor in any or all Subcontracts entered into by Contractor
with respect to the Work (if such Subcontracts permit), and shall be required to
compensate such Subcontractors if acceptable to such Subcontractors only for
compensation becoming due and payable to such parties for goods and services
provided under the terms of their Subcontracts with Contractor from and after
the date Owner elects to succeed to the interests of Contractor in such
Subcontracts and (iii) request that Contractor continue to perform the Work or
any portion thereof pursuant to a separate agreement. In the event of any
termination pursuant to this Section 22.2, Owner may, at its option, finish the
Work and other work by whatever method Owner may deem
expedient.

     

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

     


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

     

    (e) [**]

     

    22.3 Termination
by Owner for Convenience.

     

    (a) Owner
may, at any time, terminate the Agreement for Owner's convenience and without
cause.

     

    (b) In the
event of termination for Owner's convenience prior to [**], Contractor shall be
entitled to receive payment for [**].

     

    (c) If Owner
terminates for its convenience after [**], Contractor shall be entitled to
receive payment for [**]

     

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

     

    22.4 Suspension
and Termination Due to Other Circumstances.

     

    (a) In the
event that Owner does not issue the Full Notice to Proceed as established in
Section 3.3(b), Contractor shall have the right to suspend its Work, demobilize
its forces and take such other actions as are reasonably needed to address the
consequences of a delay in the Work, including the suspension or cancellation,
as applicable of the Work 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. Once the event that allowed Contractor to
suspend Work under this Section 22.4(a) has occurred, Owner and Contractor shall
negotiate a Change in the Contract Price, Project Schedule (including the
Guaranteed Substantial Completion Date(s)), and such other applicable terms and
conditions of this Agreement to reflect the effect of such event, including,
without limitation, the suspension of the Work, and the demobilization and
remobilization of Contractor's and the Subcontractors' forces, as applicable.
Contractor shall incorporate agreed upon changes in a Change Order[**].
[**]

     

    (b) [**]

     

    (c) [**]

     


    
      
        
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    (d) [**]

     

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

     

    22.5 Termination
by Contractor.

     

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

     

    (i) Owner
fails to make payment to Contractor in accordance with the Agreement for a
period exceeding [**] after an undisputed invoice has become due, or Owner fails
to make payment to Contractor of disputed amounts in accordance with the
provisions of Section 8.4(b)(i) for a period exceeding [**] following the date
provided for in Section 8.4(b)(i), provided, in either case, that Contractor has
provided the notices of overdue payment as required under Section
8.4(c);

     

    (ii) Owner is
in breach of a material provision of this Agreement and fails to cure the breach
within [**] following written notice of such breach or, if such breach is not
capable of being cured within such [**] period, such longer period as is
reasonably necessary so long as Owner has commenced the cure within such [**]
period and thereafter diligently pursues the cure; or

     

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

     

    (b) Upon
termination of this Agreement pursuant to this Section 22.5, Contractor shall be
entitled to receive payment from Owner as if it were a termination for Owner's
convenience under Section 22.3.

     


    
      
        
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    22.6 Actions
Required of Contractor upon Termination. Upon receipt of a notice of
termination from Owner or the issuance of a notice of termination by Contractor,
Contractor shall:

     

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

     

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

     

    (c) except
for Work directed to be performed prior to the effective date of termination
stated in the notice, enter into no further contracts and purchase
orders.

     

    [**].
[**].

     

    ARTICLE
23– SAFETY; INCIDENT REPORTING

     

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

     

    23.2 Designated
Contractor Safety Representative. Contractor shall designate a
responsible, qualified person in Contractor's organization at the Site whose
duty shall be the prevention of incidents and injuries and addressing unsafe and
undesirable conditions and behavior for each of the following three (3) areas:
environmental matters (U.S. Environmental Protection Agency and any applicable
state agency), health matters (industrial hygiene and

     


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

     

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

     

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

     

    (b) Contractor
acknowledges that OSHA and regulatory standards or state plan equivalent
(collectively, the "OSHA Standards") require that its employees be trained in
various subjects, such as, but not limited to, the hazards of, and standards
applicable to, the Work (29 C.F.R. § 1926.21(b)(2)) (applicable to construction
work), lockout/tagout (29 C.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 or
1926.1101). Prior to performing Work on the Site, Contractor's employees and
their supervisors shall, as required, have been trained in accordance with all
applicable OSHA Standards relating to the duties they perform or supervise, and
they shall have been trained to recognize and avoid any hazards related to the
Work, and to perform the Work safely and without danger to any employee or to
any property.

     

    (c) Contractor
represents that its employees are or shall be equipped with the personal
protective equipment required by applicable OSHA Standards in 29 C.F.R. Parts
1926 and 1910, and with the personal protective equipment required to protect
its employees against other serious health or safety hazards. Contractor agrees
that it shall discipline its employees who violate any OSHA Standards or
applicable Laws in accordance with its own policies and
procedures.

     

    (d) Contractor
shall comply with all OSHA Standards applicable to the Work, including those
requiring pre-employment testing of employees, such as, but not limited to,
pulmonary testing, blood testing, urine testing, hearing testing, respirator fit
testing, drug screening, and/or applicable medical surveillance
testing.

     

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

     

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

     


    
      
        
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    23.4 Worksite
Safety.

     

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

     

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

     

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

     

    (iii) other
property at or adjacent to the Site, including trees, shrubs, lawns, walks,
pavements, roadways, structures and utilities.

     

    (iv) Contractor
shall erect, maintain or undertake, as required by existing conditions and the
performance of the Agreement, reasonable safeguards for the safety and
protection of Persons and property, including posting danger signs and other
warnings against hazards, promulgating safety regulations, and notifying Owner
and users of adjacent sites and utilities. Those precautions may include
providing security guards.

     

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

     

    23.5 Dangerous
Materials. When the use or storage of explosives or other dangerous
materials or equipment or unusual methods are necessary for the Work, Contractor
shall exercise utmost care and carry on its activities only under the
supervision of properly qualified personnel. Contractor shall notify Owner's
Project Director prior to bringing any explosives onto the
Site.

     

    23.6 Cooperation
in Governmental Investigations and Inspections. Contractor and its
Subcontractors shall provide reasonable assistance to Owner in responding to
requests and inspections by any Government Authority for information in
connection with the Work involving Contractor or its Subcontractors. Contractor
shall provide the NRC the facilities, furnishings, conveniences and access set
forth in 10 C.F.R. § 50.70 and shall take good faith efforts to keep
confidential the presence 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 extent permitted by applicable Law, and in response to specific and
identifiable concerns, Contractor shall permit Owner to review and copy
Contractor's documents related to those specific and identifiable safety and
health concerns at the Site.

     


    
      
        
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    ARTICLE
24 – 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 the Work. This program shall comply with the regulations set forth in the
Laws governing 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 of alcohol beverages on the
  Site

            


    

     

    
      	
              ·  

            	
              Requirement
      that employees be fit for duty at all times while on the
    Site

            


    

     

    
      	
              ·  

            	
              Requirement
      that employees submit to drug and alcohol testing during preaccess
      screening, for-cause testing, and post event testing, as
      necessary

            


    

     

    
      	
              ·  

            	
              Requirement
      that all employees must immediately report known, suspected, or potential
      violations of this policy to supervisory personnel or
      management

            


    

     

    
      	
              ·  

            	
              Requirement
      that a subset of workers who perform important safety functions be subject
      to random testing

            


    

     

    
      	
              ·  

            	
              Protection
      of information and records to assure
  confidentiality

            


    

     

    
      	
              ·  

            	
              Requirement
      that employees consent to a search or inspection of the individual's
      property while on the Site.

            


    

     

    In
addition to pre-access screening for drugs and alcohol an identity check and
screening for criminal history shall be performed. A law enforcement criminal
records check on all potential employees that shall include:

     

    
      	
              ·  

            	
              Verification
      of identity

            


    

     

    
      	
              ·  

            	
              A
      criminal history check of the individual shall be
  performed

            


    

     

    
      	
              ·  

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

            


    

     

    During
preaccess screening a probationary period of not to exceed thirty (30) Days
shall be granted to allow for the testing and prescreening to be performed while
the employee is put to work.

     

    24.2 Contractor's
Personnel. Contractor shall comply with applicable labor and immigration
Laws that may impact Contractor's Work under this Agreement, including the
Immigration Reform and Control Act of 1986 and Form I-9 requirements. Contractor
shall perform the required employment eligibility and verification checks and
maintain the required employment records. Contractor acknowledges and agrees
that it is responsible for conducting

     


    
      
        
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    adequate
screening of its employees and agents prior to starting the Work. By providing
an employee or Subcontractor under this Agreement, Contractor warrants and
represents that the Screening Measures with respect to such employee or
Subcontractor have been completed and that such Screening Measures did not
reveal any information that could adversely affect such employee's or
Subcontractor's suitability for employment or engagement by Contractor or
competence or ability to perform duties under this Agreement. If in doubt
whether a suitability, competence or ability concern exists, Contractor shall
discuss with Owner the relevant facts and Owner shall determine, in its sole
discretion, whether such Person should be allowed to perform the Work. Owner, in
its sole discretion, shall have the option of barring from the Site any person
whom Owner determines does not meet the qualification requirements set forth
above. In all circumstances, Contractor shall ensure that the substance and
manner of any and all Screening Measures performed by Contractor pursuant to
this Section conform fully to applicable Law. Contractor shall submit to Owner
for approval a set of work rules that applies to all Contractor and
Subcontractor employees. This set of work rules shall establish Contractor's and
Subcontractor's disciplinary action policy and hiring and termination policy.
This policy shall detail the actions to be taken by Contractor and
Subcontractors for acts of misconduct, negligence and incompetence of their
employees. The disciplinary action program shall be progressive up to
termination and the barring of employee from future employment.

     

    24.3 Training of
Employees. Contractor represents that all Contractor and Subcontractor
personnel shall as required be trained regarding environmental, OSHA and NRC
requirements and 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 the requirements of Section 211, "Employee Protection," of the
Energy Reorganization 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 advise all of Contractor's and the Major
Subcontractors' personnel that they are entitled and encouraged to raise safety
concerns to Contractor's management, to Owner, 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 any Subcontractor's employees or representatives to sources of
radiation or require them to wear respiratory protection, Contractor shall
require each of these employees or other representatives, prior to entering any
radiation area or wearing respiratory protection, to undergo a physical
examination to determine if occupational radiation exposure or the wearing of
respiratory protection should be avoided because of any medical condition or
other circumstance, and in addition, to undergo such physical examination as may
be required by applicable Law or by any Government Authority having
jurisdiction. Contractor shall keep a record of the physical examination
available for inspection by Owner. Owner shall assist Contractor in defining the
applicable requirements, if requested.

     

    ARTICLE
25 – 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
maintain all

     


    
      
        
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    technical
documentation relative to the Equipment for a 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 maintain
complete accounting records relating to the Work performed or provided under
this Agreement [**], or other reimbursable basis in accordance with generally
accepted accounting principles in the United States, as set forth in
pronouncements of the Financial Accounting Standards Board (and its
predecessors) and the American Institute of Certified Public Accountants, for a
period of [**] after Final Completion of a Unit, except that records relating to
Sales Taxes for such items must be retained 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 the applicable provisions of 10 C.F.R. § 50.71.

     

    25.4 Right to
Audit. If Owner requests verification of [**] or for any Work performed
or provided [**], Owner or its authorized representative shall be permitted to
examine and audit Contractor's records and books, and Subcontractors' 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 audit shall provide Owner with a reasonable opportunity to verify that all
costs and charges have been properly invoiced in accordance with the terms of
this Agreement. Owner shall not be entitled to any information that would enable
Owner to determine [**] unless access to this information is needed to support a
request made by Owner or Contractor for [**]. If any audit by the auditor
reveals charges to or paid by Owner as charges or fees which are incorrectly
charged, then Owner shall be entitled upon demand for a refund from Contractor
of such amounts[**]. Likewise, if any audit or if any examination by any state
or local taxing agency reveals additional Sales Tax to be imposed upon
Contractor for under collection of tax from Owner on a taxable sale, then
Contractor shall be entitled, upon demand, to a payment from Owner of all such
amounts, together with any interest and penalties imposed by any state or local
taxing agency. Notwithstanding anything in this Section 25.4 to the contrary,
Owner shall not be restricted from any audit rights, including any right to
conduct audits directly without any intermediary, which it is required to have
in order to comply with applicable Laws, 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 as Owner
may from time to time reasonably request and as may be specifically required 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 to Taxes payable with respect to the
Work. This may include a monthly assessment visit from the South Carolina
state tax department to review this information. Contractor shall require
its Major Subcontractors to provide to Contractor all information and data
Contractor may reasonably request for purposes of complying with this Article
and otherwise fully cooperate with Owner. Contractor shall retain, and shall
require Major Subcontractors to retain, copies of such documentation and all
documentation relating to purchases relating to the Work or the payment of Sales
Taxes, if any, for a period of not less than [**]. Contractor shall ensure
that its contracts with all Major Subcontractors effectuate the provision of
this Section 25.5. Contractor's obligations under this Section shall
survive the termination, cancellation or expiration of this Agreement for any
reason and shall last so long as is necessary to resolve any and all matters
regarding Taxes attributable to the Work. This information is intended
solely for the use of tax compliance.

     

    ARTICLE
26 – TAXES

     

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

     

    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 permanently incorporated into the Facility and which
remain the property of Contractor. Contractor shall also pay the taxes
attributable to Contractor's Construction Equipment, temporary buildings and
other property used by Contractor in its performance of this Agreement. [**].
Contractor shall impose a similar obligation on all Subcontractors and shall
ensure that no Subcontractor [**].

     

    26.3 Sales and
Use Tax on Equipment. [**] Contractor shall consult with Owner on
Equipment purchases and work with Owner 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 the filing requirements and payment obligations for all state
and local taxes on the Site and the Equipment incorporated (and to be
incorporated) into the Facility, provided that Contractor shall be responsible
for the filing of property tax returns and the payment of state and local
property taxes on Construction Equipment, tools and material which are not
incorporated into the Facility 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 of any Tax is the result of the negligence or willful
or wanton misconduct by Contractor, Owner shall defend, reimburse, indemnify and
hold Contractor harmless for the costs and expenses (including any resulting
Taxes, interests and penalties) incurred by Contractor as a result of (i)
Owner's formal protest to any Government Authority of any Employment Taxes or
Sales Taxes paid or assessed or any property taxes paid or assessed by
Government Authorities on the Site or the Equipment, or any other similar Tax,
whether local, state or federal, including any litigation expenses in the event
Owner decides to protest any such Taxes or (ii) an audit or other investigation
by any Government Authority, including the defense and any resulting Tax
liability in connection therewith. Owner shall not be responsible for any costs
incurred by Contractor necessary to substantiate or verify information for any
Tax audit conducted by any Government Authority in the normal course of
business.

     

    (b) Except in
cases where the imposition of any Tax is the result of the negligence or willful
or wanton misconduct by Owner, Contractor shall defend, reimburse, indemnify and
hold Owner harmless for the costs and expenses (including any resulting Taxes)
incurred by Owner as a result of (i) Contractor's formal protest to any
Government Authority of any Employment Taxes, or any Sales Tax or any property
tax paid or assessed by any Government Authority on Contractor's Construction
Equipment, tools and materials that are not incorporated into the Facility, or
any other similar Tax, whether local, state or federal, including any litigation
expenses in the event Contractor decides to protest any such Taxes or (ii) an
audit or other investigation by any Government Authority, including the defense
and any resulting Tax liability in connection therewith. Contractor shall not be
responsible for any costs incurred by Owner necessary to substantiate or verify
information for any Tax audit or investigation conducted by any Government
Authority in the normal course of business.

     

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

     

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

     

    ARTICLE
27 – DISPUTE RESOLUTION

     

    27.1 Claims.
A "Claim" is any claim, dispute or other controversy arising out of or relating
to this Agreement, including Change Disputes. Claims must be initiated by
written notice. The responsibility to substantiate Claims shall rest with the
Party making the Claim. The

     


    
      
        
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    other
Party shall provide reasonable cooperation in making available non privileged
information in its possession or control that is relevant for purposes of
substantiating the Claim.

     

    27.2 Change
Dispute. A Party shall provide written notice to the other Party of any
dispute or disagreement that such Party may have regarding a request for a
Change or a notice of a Change given by either Party ("Change Dispute"), which
notice shall contain such Party's position with respect to such Change Dispute
(the "Change Dispute Notice"). Such Party shall provide the Change Dispute
Notice to the other Party no earlier than [**] after such Party (a) submitted a
notice of Change without having received either (i) a written response from the
other Party or (ii) a response from the other Party regarding a notice of Change
that is unsatisfactory to such Party or (b), in the case of Section 9.2,
Contractor has received from Owner a request for a Change that Contractor does
not believe conforms to the requirements of Section 9.2, or a dispute otherwise
arises out of Section 9.2.

     

    27.3 Resolution
by Negotiation.

     

    (a) As an
express condition precedent to commencement of any further proceedings with
respect to a Claim (except as may be provided under any applicable lien
statute), the Party making such Claim shall notify the other Party's Project
Director in writing of such Claim. The Contractor's Project Director and the
Owner's Project Director shall meet within [**] of receipt of the written notice
of such Claim for the purpose of attempting to resolve the
Claim.

     

    (b) If, after
the Contractor's Project Director and the Owner's Project Director meet, the
Claim remains unresolved or if no such meeting takes place for any reason within
such [**] period, then an executive vice president (or equivalent) of (i), in
the case of Contractor, each Consortium Member (unless otherwise agreed by the
Consortium Members) 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 [**] from the end of such [**]
period.

     

    (c) If the
Claim remains unresolved after the [**] period described in Section 27.3(b) and
the Parties have not mutually agreed in writing to mediate such Claim,
then:

     

    (i) [**];
and

     

    (ii) [**]

     

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

     


    
      
        
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    27.4 Mediation.

     

    (a) The
Parties may mutually agree in writing to endeavor to resolve a Claim by
mediation which, unless the Parties mutually agree otherwise, shall be in
accordance with the Construction Industry Mediation Procedures of the AAA in
effect at the time of the mediation. A request for mediation shall be mutually
filed in writing by the Parties with the AAA. If the mediation has not concluded
within [**] after its commencement, then, as applicable:

     

    (i) [**];
and

     

    (ii) [**]

     

    (b) The
Parties 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. Agreements reached in mediation shall be enforceable as
settlement agreements pursuant to Section 27.7.

     

    27.5 Arbitration
of Claims[**].

     

    (a) The
Parties agree that any Claim [**] ("Arbitrable Claim") that is not resolved
pursuant to Section 27.3 or 27.4 shall be submitted to final and binding
arbitration for resolution pursuant to this Section 27.5 and in accordance with
the Construction Industry Arbitration Rules of the AAA in effect at the time of
the arbitration, except as modified by this Section 27.5 or otherwise agreed by
the Parties.

     

    (b) Unless
the Parties otherwise mutually agree in writing, the arbitral panel ("Arbitral
Panel") shall consist of three (3) people. Within [**] after the expiration of
the [**] period described in Section 27.3(b), each Party shall give written
notice of its selection of a person to serve as a member of the Arbitral Panel
("Member"), who shall have no less than [**] of experience in the litigation of
complex disputes including preferably experience in the power plant construction
industry. If a Party fails to notify the other Party of the selection of its
Member within such [**] period, then such Member shall be appointed by the AAA.
Within [**] after the selection of the Members of the Arbitral Panel, the
Members shall mutually agree in writing on their nomination of two (2) persons
to serve as the chairman of the Arbitral Panel, who shall be practicing
attorneys validly licensed to practice law in a jurisdiction in the United
States and/or retired judges, and who shall have no less than [**] of experience
in the litigation of complex disputes including preferably experience in the
power plant construction industry (the "Chairman"). (References herein to
"Member" shall include the Chairman unless the context otherwise requires.) The
Members shall then select one of such nominated persons to serve as the
Chairman. In the event that the Members do not mutually agree on the person to
serve as the Chairman within such [**] period, each Member shall submit its
nominated person to AAA, and the AAA shall decide the nominee to serve as the
Chairman.

     


    
      
        
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    (c) It being
imperative that all Members of the Arbitral Panel 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 the Chairman shall:

     

    (i) have no
interest financial or otherwise in either Party nor any financial interest in
this Agreement except for payment of its fees and expenses as provided
herein;

     

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

     

    (iii) have
disclosed in writing to the Parties and each other Member and the Chairman as
applicable, before being selected and to his or her best knowledge and
recollection, any professional or personal relationships with any director,
officer or employee of either Party;

     

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

     

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

     

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

     

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

     

    (viii) treat the
details of this Agreement and all the Arbitral Panel's activities and hearings
as private and confidential, and not publish or disclose them without the prior
written consent of the Parties.

     

    (d) Each
Party shall be responsible for one-half of the fees and expenses of the Arbitral
Panel, unless the Arbitral Panel includes an award of fees and expenses in the
award. Contractor shall not include such fees and expenses in any amounts
invoiced to Owner under this Agreement.

     

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

     


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

     

    (g) The
Parties shall promptly provide the Arbitral Panel with such additional
information and access to such facilities and Personnel as the Arbitral Panel
may require for purposes of resolving any submitted Arbitrable Claim. The
Arbitral Panel shall use reasonable efforts to resolve any submitted Arbitrable
Claim as promptly as reasonably practicable and in any event within [**] of the
appointment of the Chairman of an Arbitral Panel [**]. Notwithstanding the
foregoing, if the Parties mutually agree to a deadline extension or the Chairman
determines that it is not feasible to resolve the Arbitrable Claim within the
above listed deadlines, then a deadline may be extended to provide additional
time to resolve such Arbitrable Claim; provided, that the duration of any such
extension shall be set taking into account the agreed upon principle that
disputes are to be resolved as expeditiously as possible. The Parties expressly
agree that the Arbitral Panel shall have no power to consider or award any form
of damages or remedies barred by this Agreement.

     

    (h) The
decision of the Arbitral Panel shall be issued in a writing that sets forth the
Arbitral Panel's reasoned decision. The Arbitral Panel shall not be entitled to
deviate from the construct, procedures or requirements of this Agreement. In the
absence of bias, fraud, or willful misconduct by an arbitrator, any decision
rendered by the Arbitral Panel in any arbitration shall be final and binding
upon the Parties under the United States Arbitration Act 9 U.S.C. §§ 1 et
seq.,
and judgment thereon may be entered in the court described in Section
27.7.

     

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

     

    27.7 Consent to
Jurisdiction. The Parties agree to the exclusive jurisdiction of the
United States District Court for the Southern District of New York or, if such
court does not have jurisdiction of the matter, the courts of the State of New
York located in the City and County of New York, for any legal proceedings that
may be brought by a Party arising out of or in connection with this Agreement or
for recognition 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 aforesaid court for legal proceedings arising out of or
in connection with this Agreement. Each Party hereby waives any right to stay or
dismiss any action or proceeding under or in connection with this Agreement
brought before the foregoing court on the basis of forum non-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 the Work and its other
duties and obligations and Owner shall continue to compensate Contractor as set
forth under this Agreement without diminution of effort; provided that
Contractor is being compensated for the Work pursuant to the terms of this
Agreement, including but not limited to the provisions of Article 8 and provided
that the Parties agree that such duties and obligations can be safely and
prudently performed.

     

    ARTICLE
28 – NOTICES

     

    All
notices, communications, and approvals required or permitted to be given
hereunder shall be in writing and shall be valid and sufficient if delivered in
person or dispatched by certified mail (return receipt requested), postage
prepaid, in any post office in the United States or by any national overnight
express mail services (return receipt requested), and addressed 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 Public Service Authority

     

    Attn:
Chief Operating Officer (M602)

     

    One
Riverwood Drive

     

    P.O. Box
2946101

     

    Moncks
Corner, SC 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, SC 29461-6101

     

    Telephone
No.: 843-761-7007

     

    Facsimile
No.: 843-761-7037

     

    If to
Westinghouse:

     

    Westinghouse
Electric Company, 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
Electric Company, 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 Center Drive

    Stoughton,
MA 02072

    Facsimile
No.: (617) 589-1322

     


    
      
        
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    or to
such other address, attention or facsimile number as such Party to whom such
notice is to be addressed shall have hereafter furnished to the other Party in
writing as provided in this Article.

     

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

     

    ARTICLE
29 – ASSIGNMENT

     

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

     

    ARTICLE
30 – WAIVER

     

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

     

    ARTICLE
31 – MODIFICATION

     

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

     

    ARTICLE
32 – SURVIVAL

     

    The
Parties agree that the provisions of Article 15 – Indemnity, Article 17 – [**],
Article 19 – Proprietary Data, Article 27 – Dispute Resolution, Section 22.2(e)
[**], and Section 25.4 –Right to Audit, this Article and any other terms and
conditions of this Agreement that are expressly stated to survive or limiting
the liability of Contractor shall survive termination, cancellation or
expiration of this Agreement. Any liability and insurance protections afforded a
Party hereunder shall apply during the Work and thereafter, and shall survive
termination, cancellation or expiration of this Agreement, subject to time
limitations provided for in this Agreement.

     

    ARTICLE
33 – TRANSFER

     

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

     


    
      
        
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    of
Contractor and Contractor Interests against any liabilities incurred by
Contractor and Contractor Interests in excess of those that would have been
incurred had no such transfer taken place.

     

    ARTICLE
34 – GOVERNING LAW; WAIVER OF JURY TRIAL; CERTAIN FEDERAL LAWS

     

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

     

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

     

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

     

    ARTICLE
35 – RELATIONSHIP OF OWNER AND CONTRACTOR

     

    Contractor
is an independent contractor and nothing contained herein shall be construed as
creating (i) any relationship between Owner and Contractor other than that of
owner and independent contractor, (ii) any relationship whatsoever between Owner
and Contractor's employees or Subcontractors or (iii) a fiduciary relationship
between Contractor and Owner. Neither Contractor, nor any of its employees, are
or shall be deemed to be employees of Owner.

     

    ARTICLE
36 – THIRD PARTY BENEFICIARIES

     

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

     


    
      
        
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    ARTICLE
37 – REPRESENTATIONS AND WARRANTIES

     

    37.1 Representations
and Warranties of Contractor. Each Consortium Member hereby represents
and warrants to Owner as follows:

     

    (a) Due
Organization of Consortium Member.

     

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

     

    (ii) Westinghouse
represents and warrants that it is duly organized, validly existing and in good
standing under the laws of the State of Delaware and has the requisite power and
authority to own and operate its business and properties and to carry on its
business as such business is now being conducted and is duly qualified to do
business in the State of South Carolina and in any other jurisdiction in which
the transaction of its business makes such qualification
necessary.

     

    (b) Due
Authorization of Consortium Member; Binding Obligation. Consortium Member
has full power and authority to execute and deliver this Agreement and to
perform its obligations hereunder, and the execution, delivery and performance
of this Agreement by Consortium Member has been duly authorized by the necessary
action on the part of such Consortium Member; this Agreement has been duly
executed and delivered by such Consortium Member and is the valid and binding
obligation of such Consortium Member enforceable in accordance with its
terms.

     

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

     

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

     

    37.2 Representations
and Warranties of SCE&G and Santee Cooper. Each of SCE&G and
Santee Cooper hereby represents, warrants and covenants to Contractor as
follows:

     

    (a) Due
Organization of Owner. It is duly organized, validly existing and in good
standing under the laws of the State of South Carolina and has the requisite
power and authority to own and operate its business and properties and to carry
on its business as such

     


    
      
        
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    business
is now being conducted and is duly qualified to do business in State of South
Carolina and in any other jurisdiction in which the transaction of its business
makes such qualification necessary.

     

    (b) Due
Authorization of Owner; Binding Obligation. Its execution, delivery and
performance of this Agreement has been duly and effectively authorized by the
requisite action on the part of its governing board. This Agreement constitutes
its legal, valid and binding obligations, enforceable against it in accordance
with its terms, except as limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other Laws affecting the rights of creditors
generally and by general principles of equity.

     

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

     

    On the
Effective Date, Santee Cooper shall provide a letter to Contractor making each
of the representations set forth in this Section 37.2 on its own behalf as well
as a representation that Santee Cooper has appointed SCE&G as its agent
pursuant to the Limited Agency Agreement, which is attached 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 Agency Agreement. In such letter, Santee
Cooper shall also agree to notify Contractor promptly in writing if there is any
change in the limits of SCE&G's authority set forth in such Limited Agency
Agreement.

     

    ARTICLE
38 – MISCELLANEOUS PROVISIONS

     

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

     

    38.2 Severability.
If any provision of this Agreement or the application of this Agreement to any
Person or circumstance shall to any extent be held invalid or unenforceable by a
court of competent jurisdiction or arbitrator under Article 27, then (i)
the remainder of this Agreement and the application of that provision to Persons
or circumstances other than those as to which it is specifically held invalid or
unenforceable shall not be affected, and every remaining provision of this
Agreement shall be valid and binding to the fullest extent permitted by Laws,
and (ii) a suitable and equitable provision shall be substituted for such
invalid or unenforceable provision in order to carry out, so far as may be valid
and enforceable, the intent and purpose of such invalid or unenforceable
provision.

     


    
      
        
          -104-

           

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

        

         


      

      
         


        
        

      

      
         


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

     

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

     


    
      
        
          -105-

           

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

        

         


      

      
         


        
        

      

      
         


        
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    IN WITNESS
WHEREOF, the Parties have duly executed this 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:/s/ William B.
      Timmerman

              Name: William B.
      Timmerman

              Title: President and
      CEO

            	 
      
	
              STONE
      & WEBSTER, INC.

              By: /s/ David P.
      Barry

              Name:David P. Barry

              Title: Executive Vice
      President

            	
              WESTINGHOUSE
      ELECTRIC COMPANY LLC

              By:/s/ Aris
      Candris

              Name: Aris
      Candris

              Title: Senior Vice
      President

            


    

     


    
      
        
          -106-

           

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

        

         


      

      
         


        
        

      

      
         


      

    



    
       

      
         


        
        

      

      
         


        
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        EXHIBIT A

        Scope
of Work / Supply

        And
Division of Responsibility

         

        [**This
entire 62-page exhibit has been omitted pursuant to a request for confidential
treatment and filed separately with the Securities and Exchange
Commission.]


        
          
             


          

          
             


            
            

          

          
             


          

        




       

       

      EXHIBIT
B

    

    Contractor’s
Organization


    
      
        
           

        

         


      

      
         


        
        

      

      
         


        
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            EXHIBIT
C

            Permits

             

          

        

      

    

    


    X =
CONTRACTOR RESPONSIBILITY

    O = OWNER
RESPONSIBILITY

    (Where
both are listed, the Party first listed has the lead responsibility and the
second one has the responsibility 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

            
	
              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

            
	
              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

            
	
              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

            
	
              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

            
	
              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

            


    

    


    
      
        
          
          

           


        

        
           


          
          

        

        
           


          
            Execution
Version                                                         
Confidential Trade Secret Information—Subject to Restricted
Procedures

             

            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)

            	
              State

              DHEC

            	
              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

            


    

    


    
      
        
          
          

           


        

        
           


          
          

        

        
           


          
            Execution
Version                                                         
Confidential Trade Secret Information—Subject to Restricted
Procedures

             

            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

            


    

     

     

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    

    




    EXHIBIT
D

    AP1000—Project
Execution Plan Processes

     

    [**This
entire four-page exhibit has been omitted pursuant to a request for confidential
treatment and filed separately with the Securities and Exchange
Commission.]

    




    
      
        
           


        

        
           


          
          

        

        
           


        

      

    

    




    EXHIBIT
E

    Project
Schedule

     

    [**This
entire 25-page exhibit has been omitted pursuant to a request for confidential
treatment and filed separately with the Securities and Exchange
Commission.]

    




    
      
        
           


        

        
           


          
          

        

        
           


        

      

    

    
 

    EXHIBIT
F-1

    Milestone
Payment Schedule

     

    [**This
entire 46-page exhibit has been omitted pursuant to a request for confidential
treatment and filed separately with the Securities and Exchange
Commission.]

    


    
      
        
           


        

        
           


          
          

        

        
           


        

      

    

    

 

    
      EXHIBIT
F-2

      Payment
Plan

       

      [**This
entire 13-page exhibit has been omitted pursuant to a request for confidential
treatment and filed separately with the Securities and Exchange
Commission.]





      
        
           


        

        
           


          
          

        

        
           


        

      


      EXHIBIT
G

       

      [**This
entire five-page exhibit and the exhibit’s title have been omitted pursuant to a
request for confidential treatment and filed separately with the Securities and
Exchange Commission.]


      
        
           


        

        
           


          
          

        

        
           


        

      




      EXHIBIT
H

      Pricing

       

      [**This
entire 14-page exhibit has been omitted pursuant to a request for confidential
treatment and filed separately with the Securities and Exchange
Commission.]


      
        
           


        

        
           


          
          

        

        
           


        

      




    
      EXHIBIT
I-1

      Toshiba
Parent Guaranty

       

      [**This
entire six-page exhibit has been omitted pursuant to a request for confidential
treatment and filed separately with the Securities and Exchange
Commission.]






      
        
           


        

        
           


          
          

        

        
           


        

      


      EXHIBIT
I-2

      Shaw
Parent Guaranty

       

      [**This
entire six-page exhibit has been omitted pursuant to a request for confidential
treatment and filed separately with the Securities and Exchange
Commission.]



    

      
        
           


        

        
           


          
          

        

        
           


        

      


      EXHIBIT
J

      Price
Adjustment Provisions

      And
Division of Responsibility

       

      [**This
entire 16-page exhibit has been omitted pursuant to a request for confidential
treatment and filed separately with the Securities and Exchange
Commission.]




      
        
           


        

        
           


        

        
           


        

      




      EXHIBIT
K

      Costs

       

      [**This
entire eight-page exhibit has been omitted pursuant to a request for
confidential treatment and filed separately with the Securities and Exchange
Commission.]



      
        
           


        

        
           


          
          

        

        
           


        

      


      EXHIBIT
L

      Net
Electric Guarantee Conditions and Load List

       

      [**This
entire 20-page exhibit has been omitted pursuant to a request for confidential
treatment and filed separately with the Securities and Exchange
Commission.]


      
        
           


        

        
           


          
          

        

        
           


        

      



      EXHIBIT
M-1

      Software
License

       

      [**This
entire 10-page exhibit has been omitted pursuant to a request for confidential
treatment and filed separately with the Securities and Exchange
Commission.]


      
        
           


        

        
           


          
          

        

        
           


        

      



      EXHIBIT
M-2

      AP1000
Intellectual Property License (WEC)

      


      [**This
entire seven-page exhibit has been omitted pursuant to a request for
confidential treatment and filed separately with the Securities and Exchange
Commission.]


      
        
           


        

        
           


          
          

        

        
           


        

      



      EXHIBIT
M-3

      AP1000
Intellectual Property License (S&W)

       

      [**This
entire seven-page exhibit has been omitted pursuant to a request for
confidential treatment and filed separately with the Securities and Exchange
Commission.]



    
      
         


      

      
         


        
        

      

      
         


        
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Version Confidential Trade Secret Information—Subject to Restricted
Procedures

           

        

      

    


    EXHIBIT
N

    Industry
Codes And Standards

     

    Table of
Contents

     

    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

     

     

     

     

     

     

     

    AP1000
Nuclear Power Plant Codes and Standards Introduction

     

     

     

    This
document provides the listing of industry codes and standards that are
applicable to the AP1000 Nuclear Power Plant design (the “Industry Codes and
Standards”). The attached listing of the Industry Codes and Standards is derived
from the AP1000 Design Certification Document (DCD). This list therefore is a
listing of codes and standards that the AP1000 Nuclear Power Plant design is
committed to by the licensing process. The revision or date of each code and
standard is also included in the attached table.  For codes and
standards that were provided in the DCD without revision or date, the revision
or date in effect, March 2002 (submittal date of the AP1000 Nuclear Power Plant
design to NRC) was used.  The revisions reflect the DCD licensing
commitment. Changes to the standard or revision may require a licensing
submittal by the Owner. Contractor will notify Owner of any proposed changes to
the listing of Industry Codes and Standards to ensure that they are reflected in
future licensing submittals.

     

    Except as
provided below, regarding ASME application, the edition and addenda of the ASME
code applied in the design and manufacture of each component is the edition and
addenda established by the requirements of the DCD. The use of editions and
addenda issued subsequent to the DCD is permitted, however any change to ASME
code edition will require NRC approval. In the event the DCD does not specify
the edition and addenda of the code applicable to an activity required under the
Agreement, the activity will be performed in compliance with the code edition
and addenda required under 10 CFR 50.55a. The baseline used for the evaluations
done to support this Design Control Document and the DCD is the
1998 Edition, 2000 Addenda, except as follows:

     

    The 1989
Edition, 1989 Addenda 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 code year and addenda to use in mechanical equipment and valve
specifications:

     

    CASE 1:
ASME Section III Safety Related Equipment in Support of the Design
Certification

     

    If the
principal construction code for the equipment is ASME Section III as defined in
Table 3.2-3 of the DCD, then the year and addenda shall be in accordance with
paragraphs 5.2.1.1 and 6.1.1 of the DCD (i.e., 1998 year with 2000 addenda),
except as follows:

     

    “The 1989
Edition, 1989 Addenda 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.”

     

    Any other
ASME BP&V Code 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 AP1000 Nuclear Power Plant codes A, B, and C, the above applies to
code D non-safety equipment being built to ASME Section III as the principal
construction code defined in Table 3.2-3 of the DCD.

     

     

    CASE 2:
Non-ASME Section III Equipment (Non-Safety Related
Equipment)

     

    If the
equipment principal construction code is ASME but NOT Section III as defined in
Table 3.2-3 in the DCD (e.g., ASME Section VIII for pressure tanks/vessels),
then the ASME 2001 year and 2003 addenda shall be used, unless otherwise
specified in the DCD.  ASME Section III will NOT be included in the
specifications and standards list in the equipment specification.

     

    If any
other ASME Sections are listed within the equipment specification (e.g., ASME
Section IX for welding requirements), then the 2001 year with 2003 addenda shall
be used for them as well.

     

    Additional
codes and standards may be applied to the final AP1000 Nuclear Power Plant
design at the sole discretion of Contractor. These additional codes and
standards will then be requirements for the AP1000 Nuclear Power Plant design,
however they will not be required by licensing and therefore the date and
application is subject to change as determined by Contractor in its sole
discretion.

     

    The
attached table, Table 1, only list industry codes and
standards.  Regulatory standards (Regulatory Guides, NUREGs, etc.) are
not included in the attachment; these standards are referenced in the
DCD.

     

    Table 2
identifies codes and standards that are not included in the Licensing Basis but
are pertinent to the Facility.  Since they are not included as part of
the Licensing Basis, revisions may be used as determined by Contractor in its
sole discretion.

     

     

     

     

     

     


    
      
        
        

         


      

      
         


        
        

      

      
         


        
          Execution
Version                                                                                                         
Confidential Trade Secret Information—Subject to Restricted
Procedures

           

                                                        
Table 1


          AP1000
Codes 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

            
	
              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

            
	
              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

            
	
              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

            
	
              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

            
	
              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

            
	
              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

            
	
              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

            
	
              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

            
	
              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
      1.4-98 Reinforcing Steel Welding
      Code,

            	
              3.8.3.2

            
	
              CMAA
      – Crane Manufacturers Association of America

            	 
      
	
              CMAA
      Specifications, “Specification for Electric Overhead Traveling Cranes,”
      1999

            	
              9.1

            
	
              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

            
	
              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

            
	
              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

            
	
              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

            
	
              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

            
	
              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

            
	
              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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          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

            


    

     

     

    


    
      
        
           


        

        
           


          
          

        

        
           


        

      

    

    


    EXHIBIT
O-1

    Proprietary
Data Agreement

     

    [**This
entire five-page exhibit has been omitted pursuant to a request for confidential
treatment and filed separately with the Securities and Exchange
Commission.]

    


    
      
        
           


        

        
           


          
          

        

        
           


        

      

    

    


    EXHIBIT
O-2

    List
of Intellectual Property Subject to Third-Party License Terms

     

    [**This
entire one-page exhibit has been omitted pursuant to a request for confidential
treatment and filed separately with the Securities and Exchange
Commission.]

     

    

      
        
           


        

        
           


          
          

        

        
           


        

      



    
      EXHIBIT
P-1

      AP1000—Major
Subcontractors / Suppliers

       

      [**This
entire two-page exhibit has been omitted pursuant to a request for confidential
treatment and filed separately with the Securities and Exchange
Commission.]


      
        
           


        

        
           


          
          

        

        
           


        

      


      EXHIBIT
P-2

      Subcontractors
For

      Site
Construction And Related Field Services

       

      [**This
entire four-page exhibit has been omitted pursuant to a request for confidential
treatment and filed separately with the Securities and Exchange
Commission




    


    
      
        
           


        

        
           


          
          

        

        
           


          
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    EXHIBIT
Q

    Equipment
With 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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    EXHIBIT
R

    Description
Of Site

     

     

     

    The Units
will be located on the property owned by SCE&G south of the existing VC
Summer Unit 1. The Site is located in Jenkinsville, South Carolina.

     

    The Site
Boundary and Site plan drawings are provided in Figures attached.

     

    V.C.
Summer Unit 2 and 3 Site Boundary

     

     


    
      
        
           

        

         


      

      
         


        
        

      

      
         


        
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    EXHIBIT
S

    EEO
and Small Business Regulations

     

    To the
extent required by applicable Laws, all government regulations concerning equal
employment, affirmative action and the utilization of small, small disadvantaged
and women-owned businesses are incorporated into this Agreement by reference,
including but not limited to, the following federal regulations, executive
orders, and the statutory authority for these regulations as referenced in the
regulations:

     

    
      	
               
      

            	
              If
      this Agreement (together with other contracts with Contractor) is in the
      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 and 41
      C.F.R. § 60-741.5(a), Equal Opportunity for Workers with Disabilities; 48
      C.F.R. § 52.222-36.

            


    

     

    If
this Agreement (together with other contracts with Contractor) 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
      Protected Veterans; 48 C.F.R. §
52.222-35.

            


    

     

    If
Contractor has 50 or more employees and if this Agreement is an amount of
$50,000 or more and is not otherwise exempt:

     

    
      	
              1.

            	
              48
      C.F.R. § 22.804-1, Affirmative Action Programs; 48 C.F.R. § 52.222-25,
      Affirmative Action Compliance.

            


    

     

    If
this Agreement is in an amount that may exceed $550,000.00 and is not otherwise
exempt:

     

    
      	
              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 and Women-Owned
      Small Business Subcontracting Plan
Clause.

            


    

    
      	
              3.  

            	
              Contractor
      shall provide Owner with an aggressive Commercial Plan that meets both the
      spirit and intent of Title 48 of the C.F.R., while saving Owner some of
      the administrative costs associated with the full implementation of a
      Small Business Subcontracting Plan per 48 C.F.R. §
    52.219.9.

            


    

     

    
      	
               
      

            	
              To the extent
      required by law, 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 in Employment
Act.

            


    

     

    Contractor
and its Subcontractors hereunder by virtue of any or all of the above-referenced
statutory, regulatory, or executive order requirement, or other requirements,
may be required to comply with certain record keeping, reporting or affirmative
action requirements, and those requirements are incorporated herein by
reference.  It shall be the obligation of Contractor and its
Subcontractors to make themselves aware of and to understand the legislative,
executive, and regulatory requirements that apply to their performance of
obligations under this Agreement.  Failure to do so shall not excuse
their application to this Agreement.

     

     

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    


    EXHIBIT
T

    [Not
Used]




    
      
         


      

      
         


        
        

      

      
         


      

    


    EXHIBIT
U

    Owner
Controlled Insurance Program (OCIP) Description and Terms

     

    [**This
entire nine-page exhibit has been omitted pursuant to a request for confidential
treatment and filed separately with the Securities and Exchange
Commission.]





    
      
         


      

      
         


        
        

      

      
         


        
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    EXHIBIT
V

    Limited
Agency Agreement

     

    THIS
LIMITED AGENCY AGREEMENT (“Agreement”), dated as of __________, is entered into
by and between SOUTH CAROLINA PUBLIC SERVICE AUTHORITY (“Principal”), a public
power system owned by the State of South Carolina, and SOUTH CAROLINA ELECTRIC
& GAS COMPANY (“Agent”), a corporation duly organized under the laws of the
State of South Carolina, (Principal and Agent may be referred to individually as
a “Party” and collectively as the “Parties”).

     

    WHEREAS,
Principal and Agent wish to collaborate jointly in the financing, design,
construction, operation, and decommissioning of a new advanced design light
water nuclear-powered electric generating facility (the
“Project”);

     

    WHEREAS, in
connection with the Project, the Parties intend to enter into a Permanent Design
and Construction Agreement and a Permanent Operating and Decommissioning
Agreement that shall set forth the terms and conditions that shall govern the
Parties’ participation in the Project; and

     

    WHEREAS,
until such time as the Permanent Design and Construction Agreement and Permanent
Operating and Decommissioning Agreement are negotiated, executed and delivered
by the Parties, the rights and obligations of the Parties to each other in
connection with the Project shall be governed by that certain Bridge Agreement
between Principal and Agent, dated October 30, 2006, and as further amended from
time to time (the “Bridge Agreement”);

     

    WHEREAS,
Sections 6.1 and 8.3 of the Bridge Agreement contemplate that the Parties may
enter into one or more limited agency agreements in connection with certain
Project-related third party agreements, including but not limited to the
Engineering, Procurement and Construction Agreement (the “EPC Contract”) for up
to two AP1000 nuclear power plant with Westinghouse Electric Company LLC and
Stone & Webster, Inc. (collectively, “Westinghouse”), attached hereto as
Exhibit A; and

     

    WHEREAS,
Principal and Agent desire to enter into such a limited agency agreement and
Principal wishes to appoint Agent to act as agent on Principal’s behalf in
connection with the negotiation, execution and performance of the EPC Contract,
subject to certain limitations set forth herein, and Agent is willing to accept
such limited agency appointment;

     

    NOW,
THEREFORE, in consideration of the mutual agreements herein contained and
other good and valuable consideration, the receipt and adequacy of 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 limitations set forth in Paragraph 2 of this Agreement,
Principal hereby appoints and grants a limited agency authorization to Agent,
and Agent hereby accepts such limited agency appointment and agrees to act on
behalf of the Principal, with regard to the negotiation, execution and
performance of the EPC Contract.

     

    2.             Limitations
on Agency Appointment.  Agent’s authorization to act on behalf
of Principal with respect to the EPC Contract shall be limited to the
negotiation, execution and performance of the obligations of the Owner (as such
term is defined in the EPC Contract) and enforcement of the rights of such Owner
under the EPC Contract; provided,
however,
that Agent shall not, without the prior written consent of Principal, which
consent may be withheld in Principal’s sole discretion, do or permit to be done
any of the 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)

            
	
              (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 force and effect beginning on the first date
specified above and continuing thereafter until February 1, 2019, unless renewed
by the Parties in writing on a year-to-year basis no less than thirty (30) days
prior to the expiration of the initial term or any subsequent renewal term, or
upon the occurrence of one of the following: (i) the Project begins commercial
operations; (ii) the Principal or Agent terminate their participation in the
Project, with or without 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 that
the Project is abandoned by one Party but not the other, the abandoning Party
shall use commercially reasonable efforts to facilitate the transfer of its
obligations hereunder to the other Party or to any other entity designated or
appointed by the other Party to assume the abandoning Party’s obligations
hereunder; or (iii) by written mutual agreement of the
Parties.

     

    (b)           The
rights and obligations of the Parties for indemnification for acts or omissions
occurring prior to the termination shall survive any termination of this
Agreement.

     

    (c)           Agent’s
obligations under any third party agreements entered into prior to the
termination of this Agreement would survive such termination and remain binding
on Agent.

     


    
      
        
          
            	 
      	
                  	 
      


          

           

        

         


      

      
         


        
        

      

      
         


        
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    4.           Representations
and Warranties.  Each Party represents and warrants to the
other Party that, as of the date first stated above:

     

    (a)           It
is duly organized, validly existing and in good standing under the applicable
laws of the jurisdiction of its organization and is qualified to do business in
all jurisdictions necessary to perform this Agreement;

     

    (b)           It
has the power and authority to execute and deliver this Agreement and to perform
its obligations under this Agreement and has taken all necessary corporate
and/or other actions to authorize such execution, delivery and
performance;

     

    (c)           Its
execution and delivery and performance of its obligations under this Agreement
do not violate or conflict with: (i) any laws applicable to it; (ii) any
provision of its charter or by-laws or comparable constituent documents
Agreement; (iii) any order or judgment of any court of governmental authority
applicable to it or any of its assets; or (iv) any contractual restriction
binding on or affecting it or any of its assets;

     

    (d)           This
Agreement has been duly executed and delivered by the Party and constitutes its
legal, valid, and binding obligation, enforceable against it in accordance with
its terms, subject to applicable bankruptcy, reorganization, insolvency,
moratorium or similar laws affecting creditors’ rights generally and subject, as
to enforceability, to equitable principles of general application (regardless of
whether enforcement is sought in a proceeding in equity or at law);
and

     

    (e)           Except
as otherwise permitted herein, it has 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 or adversely affect its rights or obligations under this
Agreement.

     

    5.           Expenses
and Audit Rights.  Expenses of the Parties and audits rights in
connection with this Agreement (including without limitation, funding required
under the EPC Contract) shall be handled in accordance with Article V of the
Bridge Agreement.

     

    6.           Access to
Information; Reporting Obligations.

    (a)           No
less frequently than monthly (or more frequently as circumstances reasonably
warrant), Agent, to the best of its knowledge, shall inform Principal of the
status of the Project, including but not limited to any activities or decisions
that the Agent has made or expects to make with regard to the EPC
Contract.  Further, as provided in Section 4.2(a) of the Bridge
Agreement, Agent and Principal shall hold periodic meetings with (1) the
Executive Steering Committee at the request of either member of the Executive
Steering Committee and (2) other Project employees and contractors as either
Party deems appropriate or at the request of either member of the Executive
Steering Committee.

     

    (b)           Agent
will make available to Principal all documentation related to the Project, which
can be done by providing original documents, providing copies of documents or
allowing Principal’s representatives to review the relevant files and business
records as kept in the ordinary course of business at the Agent’s offices or
with another representative of the Agent.  Agent shall also make its
personnel available to Principal for consultation.

     

    (c)           Principal
shall provide Agent access to information in its possession reasonably necessary
for Agent to perform its obligations under this Agreement; provided,
however,
that Principal may restrict access to information to the extent that it is
subject to third party confidentiality restrictions and Principal has been
unsuccessful in having such restrictions waived.

     

    7.           Indemnity.

    (a)           Agent
agrees to indemnify, defend and hold harmless the Principal, its affiliates and
any of their members, officers, directors and employees, agents and
representatives against and in respect of all 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 in connection with investigating, defending or settling
any action or threatened action), arising out of any claim, complaint, demand,
cause of action, action, suit or other proceeding asserted or initiated or
otherwise existing in respect of any matter (collectively, the “Losses”) arising
out of Agent’s activities undertaken on behalf of Principal under this
Agreement; provided
that Principal shall be liable, and shall not be indemnified by Agent, for any
Losses directly resulting from the untruth, inaccuracy or incompleteness of any
representation or warranty made expressly by Principal in this Agreement, and
Principal shall indemnify Agent, its affiliates and any of their officers,
directors and employees, agents and representatives, for Losses that result from
any such breach by Principal.

     

    (b)           Principal
agrees to indemnify, defend and hold harmless the Agent, its affiliates and any
of their members, officers, directors and employees, agents and representatives
against and in respect of all 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 in connection with investigating, defending or settling
any action or threatened action), arising out of any claim, complaint, demand,
cause of action, action, suit or other proceeding asserted or initiated or
otherwise existing in respect of any matter (collectively, the “Losses”) arising
out of Principal’s activities under this Agreement; provided
that Agent shall be liable, and shall not be indemnified by Principal, for any
Losses directly resulting from the untruth, inaccuracy or incompleteness of any
representation or warranty made expressly by Agent in this Agreement, and Agent
shall indemnify Principal, its affiliates and any of their officers, directors
and employees, agents and representatives, for Losses that result from any such
breach by Agent.

     

    8.           Specific
Performance.  Each of the Parties acknowledges and agrees that
the other Party would be damaged irreparably in the event any of the provisions
of this Agreement are not performed in accordance with their specific terms or
otherwise are breached.  Accordingly, each of the Parties agrees that
the other Party shall be entitled to an injunction or injunctions to prevent
breaches of the provisions of this Agreement and to enforce specifically this
Agreement and the terms and provisions hereof in any action instituted in any
court of the United States or any state thereof having jurisdiction over the
Parties and the matter in addition to any other remedy to which it may be
entitled, at law or in equity.

     

    9.           Waivers.  No
waiver by either Principal or Agent of the performance of any obligation under
this Agreement, or with respect to any default or any other matter arising in
connection with this Agreement, shall be deemed a waiver with respect to any
subsequent performance, default or matter, whether of a like or different
character.

     

    10.           Notices.  Any
notice, demand or request relative to this Agreement to be given to any of the
Principal, 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
Principal or Agent at the address specified below, or a successor designated in
any notice 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

    One
Riverwood Drive

    Moncks
Corner, SC 29461

    Facsimile:
(843) 761-7037

     

    11.           Miscellaneous.

    (a)           Entire
Agreement.  This Agreement embodies the entire understanding
and agreement among the Parties pertaining to the subject matter hereof and
supersedes any and all prior negotiations, understandings or agreements with
respect thereto.

     

    (b)           Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall
constitute an original, but all of which, when taken together, shall constitute
one and the same document.

     

    (c)           Assignment.  No
party to this Agreement shall assign any of its rights or obligations under this
Agreement 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 of the parties hereto and their respective
successors and permitted assigns and, unless expressly stated herein, is not
intended to and shall not confer any rights or benefits to any third party
(other than successors and permitted assigns) not a signatory
hereto.

     

    (e)           Amendment.  Neither
this Agreement nor any terms hereof may be changed, waived, discharged or
terminated except by an instrument in writing signed by each of the parties
hereto.

     

    (f)           Headings.  The
headings in this Agreement are for convenience of reference only and shall not
be defined or limit the terms hereof.

     

    (g)           Governing
Law.  This Agreement and all questions with respect to the
rights and obligations of the Parties and the construction, enforcement and
interpretation hereof shall be governed by the laws of the State of South
Carolina, without reference to the choice of law principles that require
application of the laws of a different jurisdiction.

     

    (h)           Jurisdiction.  Any
dispute arising from this Agreement shall be subject to the jurisdiction of the
courts in South Carolina.

     

    (i)           Severability.  Any
provision of this Agreement this prohibited or unenforceable in any
jurisdiction, as to that jurisdiction, shall be ineffective to the extent of
that prohibition or unenforceability without invalidating the remaining
provisions hereof or affecting the validity or enforceability of that provision
in any other jurisdiction.

     

    (j)           Good Faith
Covenant.  The Parties agree that their actions and dealings
with each other shall be subject to an express covenant of good faith and fair
dealing and that each Party shall act in a commercially reasonable manner in
fulfilling its obligations under this Agreement.

     

    (k)           Confidentiality.  The
Parties acknowledge and agree that this Agreement is subject to the
Confidentiality Agreement between the Parties dated as of June 8,
2006.

     


    
      
        
        

         


      

      
         


        
        

      

      
         


        
          Execution
Version                                                         
Confidential Trade Secret Information—Subject to Restricted
Procedures

        

      

    


    IN
WITNESS WHEREOF, the Parties hereto, each acting through its respective duly
authorized representative, have executed this Agreement, made as of the date
first above written.

     

     

    SOUTH
CAROLINA PUBLIC SERVICE AUTHORITY

    _____________________________________________

    By:

    Title:

     

     

     

    SOUTH
CAROLINA ELECTRIC & GAS COMPANY

    _____________________________________________

    By:

    Title:

     

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    

     

    
      EXHIBIT
W

      [**Material
omitted pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission] Special Terms

       

      [**This
entire one-page exhibit has been omitted pursuant to a request for confidential
treatment and filed separately with the Securities and Exchange
Commission.