EXHIBIT 10.1

EXECUTION COPY

AMENDMENT NO. 4

          AMENDMENT NO. 4 dated as of October 13, 2006 among The Shaw Group Inc. (the “ Borrower ”), the subsidiaries of the Borrower listed on the signature pages hereto as “Guarantors” and BNP Paribas, as administrative agent (in such capacity, the “ Agent ”) pursuant to authority granted by all of the Lenders.

          The Borrower, the “Guarantors” party thereto, the “Lenders” party thereto and the Agent are parties to a Credit Agreement dated as of April 25, 2005 (as amended by Amendment No. 1 dated as of October 3, 2005, Amendment No. 2 dated as of February 27, 2006 and Amendment No. 3 dated as of June 20, 2006, and as modified and supplemented and in effect from time to time, the “ Credit Agreement ”), providing, subject to the terms and conditions thereof, for extensions of credit (by means of loans and letters of credit) to be made by said lenders to the Borrower.

          The parties hereto wish to amend the Credit Agreement as hereinafter set forth and accordingly hereby agree as follows:

          Section 1. Definitions . Except as otherwise defined in this Amendment No. 4, terms defined in the Credit Agreement are used herein as defined therein.

          Section 2. Amendments . Subject to the satisfaction of the conditions precedent specified in Section 4 below, but effective as of the date hereof, the Credit Agreement shall be amended as follows:

          2.01. References Generally . References in the Credit Agreement (including references to the Credit Agreement as amended hereby) to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references to the Credit Agreement as amended hereby.

          2.02. Definitions . Article I of the Credit Agreement shall be amended by amending the following definitions (to the extent already included in said Article I) and adding the following definitions in the appropriate alphabetical location (to the extent not already included in said Article I):

     “ Aggregate Commitment ” means $750,000,000 (before giving effect to any increase of the Aggregate Facility LC Commitment on the Amendment No. 4 Effective Date pursuant to Section 2.21), as reduced or increased from time to time pursuant to the terms hereof.

     “ Aggregate Facility LC Commitment ” means $750,000,000 (before giving effect to any increase of the Aggregate Facility LC Commitment on the Amendment No. 4 Effective Date pursuant to Section 2.21), as reduced or increased from time to time pursuant to the terms hereof.

     “ Aggregate Revolving Credit and Financial LC Commitment ” means (a) through and including November 30, 2007, $525,000,000 and (b) after November 30, 2007, $425,000,000.

     “ Aggregate Revolving Credit Commitment ” means (a) through and including November 30, 2007, $525,000,000 and (b) after November 30, 2007, $425,000,000.

     “ Amendment No. 4 ” means Amendment No. 4, dated as of October ___, 2006, to this Agreement.

     “ Amendment No. 4 Effective Date ” means the date that the amendments to this Agreement set forth in Amendment No. 4 become effective.

     “ Consolidated Fixed Charges Ratio ” means for any Calculation Period, the ratio of (a) (i) Shaw EBITDA for such Calculation Period less (ii) Non-Financed Capital Expenditures plus (iii) the Net Cash Proceeds from the sale of any asset and which is allocated to any such asset as part of such sale, which would be classified as a fixed or capital asset on a consolidated balance sheet of the Consolidated Group prepared in accordance with Agreement Accounting Principles but excluding those expenditures incurred to replace assets lost due to casualty or condemnation, provided that the proceeds from insurance or condemnation are used to pay therefor; to (b) the sum of (i) Consolidated Interest Expense excluding any amortization of financing fees, amortization of discounts and other interest expenses not paid in cash, (ii) mandatory scheduled principal payments on any Indebtedness (other than principal due upon the Facility Termination Date and amounts to be paid in connection with the tender for the Borrower’s notes evidencing its term debt), (iii) taxes paid in cash and determined, directly or indirectly, by the income of the Borrower or any Person in the Consolidated Group, and (iv) any reimbursement payments made in respect of disbursements under the Excluded SPV Letters of Credit (but without double-counting of any such payments and amounts referred to in any of the preceding clauses (i), (ii) and (iii)).

     “ Consolidated Group ” means the Borrower, its Subsidiaries and all other Persons (other than the Excluded SPV) treated as if they were Subsidiaries of the Borrower for purposes of preparing consolidated financial statements of the Borrower in accordance with Agreement Accounting Principles, including those Persons required to be consolidated by reason of FIN 46.

     “ Consolidated Net Income ” means, with reference to any period, the net income (or loss) of the Consolidated Group calculated according to Agreement Accounting Principles on a consolidated basis for such period, excluding any such net income attributable to any Investment in any Person (including the Excluded SPV) that is not a Subsidiary except to the extent of cash distributions from such Person (including the Excluded SPV) to the Borrower or its Subsidiaries.

     “ Excluded SPV ” means Nuclear Energy Holdings, L.L.C., a Delaware limited liability company, which is a special purpose vehicle created for the sole purpose of making the Westinghouse Investments and engaging in certain transactions related thereto.

     “ Excluded SPV Letters of Credit ” has the meaning specified in Section 6.30 .

     “ Excluded SPV Notes ” has the meaning specified in Section 6.30 .

     “ Lender Addendum ” means a Lender Addendum, substantially in the form of Exhibit 2.21 to Amendment No. 4, pursuant to which an existing Lender at such time shall have increased its Commitments or a Person shall have become a Lender and undertaken new Commitments at such time.

     “ Performance Letter of Credit ” means a Letter of Credit qualifying as a “performance-based standby letter of credit” under 12 CFR Part 3, Appendix A, Section 3(b)(2)(i) or as a “commercial letter of credit” or other short-term self liquidating instrument used to finance the movement of goods that are collateralized by the underlying shipment under 12 CFR Part 3, Appendix A, Section 3(b)(3), or in each case under any successor U.S. Comptroller of the Currency regulation.

     “ Revolving Credit Commitment ” means, for each Lender, the obligation of such Lender to make Revolving Credit Loans, other than Swing Line Loans, to Borrower in an aggregate amount not exceeding its Facility LC Commitment, as modified from time to time pursuant to the terms hereof.

     “ Subsidiary ” of a Person means (i) any corporation (other than the Excluded SPV) more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, or (ii) any partnership, limited liability company, association, joint venture or similar business organization (other than the Excluded SPV) more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled. Unless otherwise expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary of the Borrower. Without limiting the foregoing provisions of this definition, no Person shall be deemed to be a Subsidiary of the Borrower solely by reason of FIN 46.

     “ Supplemental Credit Facility ” means any revolving credit facility, term loan facility, letter of credit facility and/or any combination of any of the foregoing entered into by the Borrower (other than any such facility entered into as permitted by Section 6.20(b) hereof); provided that (i) no such facility shall contain any covenant, representation, warranty, event of default, mandatory prepayment provision or any other measure of financial performance that is not included in this Agreement or that would be more onerous or restrictive on the Borrower or its Subsidiaries than the analogous provision contained in this Agreement and (ii) no such facility shall require the Borrower to make any regularly scheduled prepayment or amortization or require a reduction of the commitments under such facility prior to the Facility Termination Date. For purposes hereof, the amount of any Supplemental Credit Facility shall be the higher of the aggregate amount of extensions thereunder and the aggregate amount of the commitments to provide extensions thereunder.

     “ Westinghouse Entities ” means (a) Toshiba Nuclear Holdings (US) Inc., a Delaware corporation, and (b) Toshiba Nuclear Holdings (UK) Limited, an English company.

     “ Westinghouse Investments ” means the acquisition of up to 20.0% of the issued and outstanding capital stock of each Westinghouse Entity.

     “ Wholly-Owned Subsidiary ” of a Person means (i) any Subsidiary all of the outstanding voting securities (excluding directors’ qualifying shares) of which shall at the time be owned or controlled, directly or indirectly, by such Person or one or more Wholly-Owned Subsidiaries of such Person, or by such Person and one or more Wholly-Owned Subsidiaries of such Person, or (ii) any partnership, limited liability company, association, joint venture or similar business organization (other than the Excluded SPV) 100% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled.

          2.03. Increase of the Commitments. Section 2.21(a) of the Credit Agreement shall be amended to read as follows:

     “(a) Subject to Section 2.21(b) below, the amount of the Aggregate Facility LC Commitment may be increased by an amount measured from the Amendment No. 4 Effective Date not to exceed the difference of (x) $250,000,000 minus (y) the aggregate amount of all Supplemental Credit Facilities permitted by Section 6.11(p) , at the request of the Borrower from time to time as follows: (i) the Borrower shall designate one or more financial institutions acceptable to the Administrative Agent (which acceptance will not be unreasonably withheld), to assume Facility LC Commitments in an aggregate amount equal to the amount of such increase and (ii) on the date that such increase becomes effective, Revolving Credit Loans shall be repaid and/or borrowed to the extent necessary such that they shall be held by the Lenders ratably in proportion to their respective Pro Rata Shares (determined after giving

effect to such designations). In the event of the designation by the Borrower of a financial institution pursuant to clause (i) of the preceding sentence (each financial institution being so designated being referred to herein as an “ Assuming Lender ”), and subject to the execution and delivery to the Administrative Agent by the Borrower and such Assuming Lender of documentation satisfactory to the Administrative Agent in its reasonable discretion to effect such designation: (x) such Assuming Lender shall become (or, if such Assuming Lender was theretofore a Lender shall continue as) a Lender having a Facility LC Commitment equal to the amount of such increase allocated to such Assuming Lender in such designation (plus, if such Assuming Lender was theretofore a Lender, the amount of the Facility LC Commitment held by such Assuming Lender immediately prior to such designation) and (y) the participations in outstanding Letters of Credit and Reimbursement Obligations shall thereupon automatically and without further action be re-allocated all to the extent necessary such that the participations in such Letters of Credit and Reimbursement Obligations shall be held by the Lenders ratably in proportion to their respective Pro Rata Shares (determined after giving effect to such designations). In no event shall any Lender be required to become an Assuming Lender.”

          2.04. Indebtedness . A new Section 6.11(p) shall be inserted in the Credit Agreement reading as follows:

     “(p) Indebtedness under Supplemental Credit Facilities, provided that the aggregate amount of all Supplemental Credit Facilities shall not exceed the difference of (x) $250,000,000 minus (y) the aggregate amount by which the Aggregate Facility LC Commitments have been increased pursuant to Section 2.21 on or following the Amendment No. 4 Effective Date.”

          2.05. Investments and Acquisitions . A new Section 6.14(l) shall be inserted in the Credit Agreement reading as follows:

     “(l) Investments in the capital stock of the Excluded SPV, the Excluded SPV Letters of Credit and any reimbursement payments made in respect of disbursements under the Excluded SPV Letters of Credit.”

          2.06. Liens . A new Section 6.15(i) shall be inserted in the Credit Agreement reading as follows:

     “(i) Liens securing obligations under Supplemental Credit Facilities permitted by Section 6.11(p) on assets constituting collateral security under the Collateral Documents; provided that (x) such Liens shall rank pari passu in priority with the Liens created by the Collateral Documents pursuant to an intercreditor agreement reasonably satisfactory to the Agent (and as to which the Required Lenders have not objected in writing after having had not less than 10 days to review the same) and (y) (subject to Section 2.2(c), if no extensions of credit are outstanding under any Supplemental Credit Facilities secured by Liens

permitted by this paragraph (i)) the sum of the aggregate amount of all extensions of credit outstanding under Supplemental Credit Facilities plus the Aggregate Outstanding Credit Exposure (which for purposes of this paragraph (i) shall be deemed reduced by 50% of the aggregate undrawn stated amount under all Performance Letters of Credit at the time of determination) shall not exceed the Borrowing Base at any time during any Restricted Period.”

          2.07. Letters of Credit . Section 6.20 of the Credit Agreement shall be amended to read as follows:

     “Section 6.20 Letters of Credit . The Borrower will not, nor will it permit any Subsidiary to, apply for or become liable upon or in respect of any Letter of Credit other than (a) Facility LCs, (b) Performance Letters of Credit in an aggregate amount (excluding Facility LCs) not to exceed $150,000,000 in the aggregate for Borrower and its Subsidiaries provided that the account party’s reimbursement obligations with respect to such Letters of Credit (other than Facility LCs issued hereunder) are unsecured and (c) Letters of Credit issued under Supplemental Credit Facilities.”

          2.08. Financial Covenants . Section 6.22.1 of the Credit Agreement shall be amended to read as follows:

     “6.22.1 Leverage Ratio . Borrower will not permit the Leverage Ratio to exceed (i) 2.75 to 1.00 as of the last day of any of its fiscal quarters ending prior to August 31, 2007; and (ii) 2.50 to 1.00 as of the last day of any of its fiscal quarters ending on or after August 31, 2007.”

          2.09. Financial Covenants . Section 6.22.2 of the Credit Agreement shall be amended to read as follows:

     “6.22.2 Consolidated Fixed Charge Coverage Ratio . Borrower will not permit the Consolidated Fixed Charges Ratio to be less than (i) 2.25 to 1.00 as of the last day of any of its fiscal quarters ending on or prior to the date 18 months after the Amendment No. 4 Effective Date; and (ii) 2.50 to 1.00 as of the last day of any of its fiscal quarters ending thereafter.”

          2.10. Name, Fiscal Year and Accounting Method . Section 6.26 of the Credit Agreement shall be amended to read as follows:

     “6.26 Name, Fiscal Year and Accounting Method . The Borrower shall not, and shall not permit any of its Subsidiaries to, change its name, fiscal year or method of accounting except as required by Agreement Accounting Principles; provided, however , that (a) any of the Borrower and its Subsidiaries may change its name if the Borrower has given the Agent 30 days prior written notice of such name change and taken such action as Agent deems reasonably necessary to continue the perfection of the Liens securing payment of the Secured Obligations

and(b) the Borrower may change its fiscal year on a single occasion if the Borrower has given the Agent 30 days prior written notice of such change.”

          2.11. Excluded SPV . A new Section 6.30 shall be inserted in the Credit Agreement reading as follows:

     “6.30 Excluded SPV .

     (a) Notwithstanding anything to the contrary contained in this Agreement, the Borrower shall not permit the Excluded SPV to engage in any business or activity, other than making the Westinghouse Investments and issuing notes, the proceeds of which shall be used to make the Westinghouse Investments (the “ Excluded SPV Notes ”).

     (b) Notwithstanding anything to the contrary contained in this Agreement, the Borrower shall not, and shall not permit any Subsidiary to, make any Investment in the Excluded SPV or incur any Indebtedness or provide other credit support for the direct or indirect benefit of the Excluded SPV (including any direct or indirect guarantee or other credit support of any Indebtedness of the Excluded SPV), other than (i) causing revolving Financial Letters of Credit to be issued under this Agreement in a maximum amount for the Excluded SPV at any time not to exceed $175,000,000 to provide for payments of principal of and interest on the Excluded SPV Notes (the “ Excluded SPV Letters of Credit ”), (ii) an equity Investment not to exceed $35,000,000 in the Excluded SPV and (iii) the payment of certain transaction costs and expenses not to exceed $25,000,000 in the aggregate for the Excluded SPV, relating to the formation of the Excluded SPV, the issuance of the Excluded SPV Notes and the making of the Westinghouse Investments.

     (c) The Borrower shall cause to be inserted into the indenture or similar instrument governing the Excluded SPV Notes no later than the time the same are issued a provision reasonably satisfactory to the Agent in form and substance substantially to the effect of Section 15.8 hereof, but with such changes as shall be necessary to constitute such provision an acknowledgement by the holders of the Excluded SPV Notes that neither the Borrower nor any of the Guarantors shall have any liability with respect to the Excluded SPV Notes.”

          2.12. Execution of Collateral Documents . Section 10.15 of the Credit Agreement shall be amended by inserting at the end thereof a new sentence to read as follows:

     “Notwithstanding anything to the contrary contained in this Agreement, the Agent is hereby empowered and authorized to execute and deliver, on behalf of the Lenders, any intercreditor agreement reasonably satisfactory to the Required Lenders pursuant to Section 6.15(i) .”

          2.13. Separateness of Excluded SPV . A new Section 15.8 shall be inserted in the Credit Agreement reading as follows:

     “15.8 Separateness of Excluded SPV . The Lenders acknowledge (i) the separateness of the Excluded SPV from other Persons, (ii) that each holder of the Excluded SPV Notes has likely purchased the Excluded SPV Notes in reliance upon the separateness of the Excluded SPV from other Persons, (iii) that the Excluded SPV has assets and liabilities that are separate from those of other Persons, (iv) that the obligations of the Borrower and the Guarantors under the Loan Documents, and any certificate, notice, instrument or document delivered pursuant thereto (A) do not constitute a debt or obligation of the Excluded SPV and (B) have not been guaranteed by the Excluded SPV, and (v) that the Excluded SPV shall not be personally liable to the Lenders for any amounts payable or any liability under any Loan Document or and any certificate, notice, instrument or document delivered pursuant thereto.”

          Section 3. Representations and Warranties . The Borrower represents and warrants to the Lenders that the representations and warranties set forth in Article V of the Credit Agreement are true and correct on the date hereof as if made on and as of the date hereof (except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date) and as if each reference in said Article V to “this Agreement” included reference to this Amendment No. 4.

          Section 4. Conditions Precedent . The amendments set forth in Section 2 hereof shall become effective, as of the date hereof, upon:

     (i) the execution and delivery of counterparts of this Amendment No. 4 by the Borrower, the Guarantors and the Agent pursuant to authority granted by all of the Lenders (and the Borrower and each Guarantor, by its execution and delivery of this Amendment No. 4, each hereby confirms and ratifies all of its respective obligations under the Guaranty, the Security Agreement and the Subordination Agreement with respect to the amendments effected hereby),

     (ii) the Borrower furnishing the following to the Agent each in form and substance satisfactory to the Agent and with sufficient copies for the Lenders, where appropriate, executed by the relevant Person:

     (a) a copy, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws,

     (b) a copy, certified by the Secretary or Assistant Secretary of the Borrower, along with a certificate of good standing and existence from the Secretary of State of the State of Louisiana, of resolutions of its board of directors authorizing the execution of this Amendment No. 4,

     (c) an incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers or managers of the Borrower authorized to sign this Amendment No. 4, upon which certificates the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower, and

     (d) a written opinion or opinions of counsel to the Borrower and the Guarantors, addressed to the Lenders and covering such matters as may be required by Agent, in form and substance reasonably satisfactory to the Agent, and a copy of a written opinion of counsel to the Borrower, addressed to the Borrower, to the effect the Excluded SPV will not be consolidated with the Borrower or any Guarantor in a case brought under Title 11 of the United States Code in which the Excluded Subsidiary, the Borrower or any Guarantor is the subject.

     (iii) the Borrower furnishing to the Agent each in form and substance satisfactory to the Agent, and with sufficient copies for the Lenders, a bring-down certificate executed by the Secretary or Assistant Secretary of each Guarantor, certifying that: (a) the organizational and operative documents of such Guarantor certified and delivered as of April 25, 2005 have not been amended, rescinded or otherwise changed and remain in full force and effect, (b) the incumbency certificate of such Guarantor certified and delivered as of April 25, 2005 has not been amended, rescinded or otherwise changed, and each signatory thereto remains an Authorized Officer of such Guarantor and is authorized to sign this Amendment No. 4, (c) to the best knowledge of such Secretary or Assistant Secretary, the good standing certificates delivered by such Guarantor in connection with the closing of the Credit Agreement on April 25, 2005 or the closing of Amendment No. 2 on February 27, 2006, as the case may be, remain true, accurate and correct and that such Secretary or Assistant Secretary has no knowledge to the contrary thereof and (d) that the copies of the resolutions of the respective boards of directors, members or managers or any other governing body authorizing the execution of this Amendment No. 4, as attached to such certificate, are true, accurate and correct and remain in full force and effect,

     (iv) the Borrower furnishing to the Agent (a) copies of the commercial agreements to be entered into between the Borrower and/or any of its Subsidiaries, on the one hand, and the Westinghouse Entities (such term and any other capitalized term used in this paragraph that is not defined herein or in the Credit Agreement having the meanings in this paragraph assigned to them in the Credit Agreement as contemplated to be amended by this Amendment No. 4) and/or any of Subsidiaries of either Westinghouse Entity, on the other hand, which shall be reasonably satisfactory to the Agent, (b) a copy of the offering materials for the Excluded SPV Notes, which shall be reasonably satisfactory to the Agent and (c) evidence that the Westinghouse Investments shall have been (or shall be simultaneously) made and the Excluded SPV Notes shall have been (or shall be simultaneously) issued, in each case referred to in this clause (c) in

accordance with definitive documentation in form and substance reasonably satisfactory to the Administrative Agent, and

     (v) the Agent receiving evidence of the payment by the Borrower of all fees payable to the Lenders that the Borrower has agreed to pay in connection with this Amendment No. 4 (including a consent fee payable to each Lender equal to 0.125% (12.5 basis points) of such Lender’s Facility LC Commitment).

          Section 5. Miscellaneous . Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect. This Amendment No. 4 may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Amendment No. 4 by signing any such counterpart. This Amendment No. 4 shall be governed by, and construed in accordance with, the law of the State of New York.

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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4 to be duly executed and delivered as of the day and year first above written.

		GUARANTORS:
		WHIPPANY VENTURE I, L.L.C
		HYDRO POWER SOLUTIONS LLC
		By:
				Robert L. Belk
				Executive Vice President
		SHAW CONSTRUCTORS, INC.
		By:
				Ronnie Volentine
				President
		STONE & WEBSTER MICHIGAN, INC.
		By:
				Gary P. Graphia
				Vice President and Secretary
		SO-GLEN GAS CO., LLC
				by its sole member,
				EMCON/OWT, Inc.
		By:
				Robert L. Belk
				Executive Vice President, Assistant Treasurer and Assistant Chief Financial Officer
		EMCON/OWT, INC.
		By:
				Robert L. Belk
				Executive Vice President, Assistant Treasurer and Assistant Chief Financial Officer

		GUARANTORS (continued)
		AMERICAN PLASTIC PIPE AND
				SUPPLY, L.L.C.
		B.F. SHAW, INC.
		C.B.P. ENGINEERING CORP.
		EDS EQUIPMENT COMPANY, LLC
		EDS PUERTO RICO, INC.
		ENVIROGEN, INC.
		FIELD SERVICES, INC.
		LFG SPECIALTIES, L.L.C.
		MWR, INC.
		PROSPECT INDUSTRIES (HOLDINGS), INC.
		SHAW		ALLOY PIPING PRODUCTS, INC.
		SHAW		BENECO, INC.
		SHAW		COASTAL, INC.
		SHAW		CONNEX, INC.
		SHAW		E & I INVESTMENT HOLDINGS, INC.
		SHAW		EUROPE, INC.
		SHAW		ENERGY DELIVERY SERVICES, INC.
		SHAW		ENVIRONMENTAL, INC.
		SHAW		ENVIRONMENTAL &
				INFRASTRUCTURE, INC.
		SHAW		ENVIRONMENTAL &
		INFRASTRUCTURE MASSACHUSETTS, INC.
		SHAW ENVIRONMENTAL
				INTERNATIONAL, INC.
		SHAW		FABRICATORS, INC.
		SHAW		FACILITIES, INC.
		SHAW		FIELD SERVICES, INC.
		SHAW		FT. LEONARD WOOD HOUSING, L.L.C.
		SHAW		GLOBAL ENERGY SERVICES, INC.
		SHAW		GRP OF CALIFORNIA
		SHAW		INDUSTRIAL SUPPLY CO., INC.
		SHAW		INFRASTRUCTURE, INC.
		SHAW		INTELLECTUAL PROPERTY
				HOLDINGS, INC.
		SHAW		INTERNATIONAL, INC.
		SHAW		JV HOLDINGS, L.L.C.
		SHAW		LITTLE ROCK HOUSING, L.L.C.
		SHAW		LIQUID SOLUTIONS LLC
		SHAW		MAINTENANCE, INC.
		SHAW		POWER SERVICES GROUP, L.L.C.
		SHAW		PROJECT SERVICES GROUP, INC.
		SHAW		TRANSMISSION & DISTRIBUTION
				SERVICES, INC.
		By:
				Robert L. Belk
				Executive Vice President and Treasurer

		GUARANTORS (continued)
		SHAW WASTE SOLUTIONS, LLC
		By:
				Robert L. Belk
				Executive Vice President and Chief Financial Officer
		STONE & WEBSTER — JSC MANAGEMENT CONSULTANTS, INC.
		By:
				Robert L. Belk
				Executive Vice President, Senior Vice President and Treasurer
		BADGER TECHNOLOGIES, L.L.C.
		BADGER TECHNOLOGY HOLDINGS, L.LC.
		PIKE PROPERTIES I, INC.
		PIKE PROPERTIES II, INC.
		SHAW GLOBAL, L.L.C.
		By:
				Robert L. Belk
				Vice President and Treasurer
		S C WOODS, L.L.C.
				by its sole member,
				Stone & Webster, Inc.
		By:
				Robert L. Belk
				Executive Vice President and Treasurer

		GUARANTORS (continued)
		INTERNATIONAL CONSULTANTS, L.L.C.
		SHAW		BEALE HOUSING, L.L.C.
		SHAW		CAPITAL, INC.
		SHAW		CAPITAL (NEVADA), INC.
		SHAW		CENTCOM SERVICES, L.L.C.
		SHAW		HANSCOM HOUSING, L.L.C.
		SHAW		HOME LOUISIANA, INC.
		SHAW		MANAGED SERVICES, INC.
		SHAW		MANAGEMENT SERVICES
				ONE, INC.
		SHAW		MORGAN CITY TERMINAL, INC.
		SHAW		NAPTECH, INC.
		SHAW		POWER DELIVERY SYSTEMS, INC.
		SHAW		POWER SERVICES, INC.
		SHAW		PROCESS AND INDUSTRIAL
				GROUP, INC.
		SHAW		PROCESS FABRICATORS, INC.
		SHAW		PROPERTY HOLDINGS, INC.
		SHAW		SERVICES, L.L.C.
		SHAW		SSS FABRICATORS, INC.
		SHAW		SUNLAND FABRICATORS, INC.
		SHAW		TULSA FABRICATORS, INC.
		STONE & WEBSTER ASIA, INC.
		STONE & WEBSTER HOLDING ONE, INC.
		STONE & WEBSTER HOLDING TWO, INC.
		STONE & WEBSTER, INC.
		STONE & WEBSTER INTERNATIONAL, INC.
		STONE & WEBSTER INTERNATIONAL HOLDINGS, INC.
		STONE & WEBSTER MASSACHUSETTS, INC.
		STONE & WEBSTER PROCESS
				TECHNOLOGY, INC.
		STONE & WEBSTER MANAGEMENT
				CONSULTANTS, INC.
		STONE & WEBSTER SERVICES, L.L.C.
		By:
				Robert L. Belk
				Executive Vice President and Treasurer

		GUARANTORS (continued)
		STONE & WEBSTER CONSTRUCTION, INC.
		By:
				Robert L. Belk
				President and Executive Vice President
		ARLINGTON AVENUE E VENTURE, LLC
		CAMDEN ROAD VENTURE, LLC
		GREAT SOUTHWEST PARKWAY
				VENTURE, LLC
		By:
				T.A. Barfield, Jr.
				President
		STONE & WEBSTER CONSTRUCTION SERVICES, L.L.C.
		By:
				Robert L. Belk
				President and Executive Vice President
		SHAW INTERNATIONAL MANAGEMENT SERVICES ONE, INC
		SHAW INTERNATIONAL MANAGEMENT SERVICES TWO, INC.
		SHAW NORTHEAST HOUSING, L.L.C.
		SHAW NORTHWEST HOUSING, L.L.C.
		SHAW STONE & WEBSTER PUERTO RICO, INC.
		By:
				Robert L. Belk
				Vice President and Treasurer

		GUARANTORS (continued):
		LANDBANK PROPERTIES, L.L.C.
		By:
				T.A. Barfield, Jr.
				Chief Executive Officer and Chairman
		SHAW ENVIRONMENTAL LIABILITY SOLUTIONS, L.L.C.
		By:
				T.A. Barfield, Jr.
				Chairman and Chief Executive Officer
		THE LANDBANK GROUP, INC.
		By:
				T.A. Barfield, Jr.
				Chief Executive Officer

		GUARANTORS (continued):
		NUCLEAR TECHNOLOGY SOLUTIONS,
				L.L.C.
				by its sole member,
		S C WOODS, L.L.C.
				by its sole member,
				Stone & Webster, Inc.
		By:
				Robert L. Belk
				Executive Vice President and Treasurer
		SELS ADMINISTRATIVE SERVICES, L.L.C.          by its sole member,
				Shaw Environmental Liability Solutions, L.L.C.
		By:
				T.A. Barfield
				Chairman and Chief Executive Officer
		SHAW ENERGY SERVICES, INC.
		By:
				David Cedro
				President and Treasurer

		AGENT:
		BNP PARIBAS , as Agent
				By:
						Name:
						Title:

EXHIBIT 2.21
FORM OF LENDER ADDENDUM

LENDER ADDENDUM

     Reference is made to the Credit Agreement April 25, 2005 (as amended, modified, renewed or extended from time to time, the “ Credit Agreement ”) among The Shaw Group Inc., a Louisiana corporation (the “ Borrower ”), the lenders party thereto and BNP Paribas, as Agent for the Lenders and as an Issuer. Terms used but not defined in this Lender Addendum have the meanings assigned to such terms in the Credit Agreement.

     Upon execution and delivery of this Lender Addendum by the parties hereto as provided in Section 2.21 and Section 15.17 of the Credit Agreement, the undersigned (i) to the extent not already a Lender, hereby becomes a Lender under the Credit Agreement and (ii) shall have the Commitments set forth opposite it signature below, effective as of the date of acceptance specified below. To the extent that the undersigned is already a Lender under the Credit Agreement, the Commitments on this Lender Addendum shall supersede its previous Commitments under the Credit Agreement.

     This Lender Addendum shall be construed in accordance with and governed by the law of the State of New York. This Lender Addendum may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page hereof by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

     IN WITNESS WHEREOF, the parties hereto have caused this Lender Addendum to be duly executed and delivered by their proper and duly authorized officers as of this ___ day of                      , 20___.

Commitments:		[NAME OF LENDER]
		By:
				Name:
				Title:

Accepted and agreed this ___ day of                      , 20___:

THE SHAW GROUP INC.

By:
Name:
Title:
BNP PARIBAS,
as Agent
By:
Name:
Title:

EXHIBIT 10.2

PUT OPTION AGREEMENT

     This PUT OPTION AGREEMENT (this “ Agreement ”) is made and entered into on October 13, 2006 (the “ Effective Date ”), between Nuclear Energy Holdings, L.L.C., a Delaware limited liability company (“ NEH ”), and Toshiba Corporation, a Japanese corporation (“ Toshiba ”). NEH and Toshiba are also referred to herein together as the “ Parties ” and individually as a “ Party ”.

RECITALS

     A. Subject to the terms and conditions set forth in an Investment Agreement, dated as of October 4, 2006, among Toshiba, NEH and The Shaw Group Inc., NEH has directly agreed to acquire 800 shares of Class A Stock of TOSHIBA NUCLEAR ENERGY HOLDINGS (US) INC ., a Delaware corporation (“ US HoldCo ”), for a consideration of $800,000,000 and representing, as of the Effective Date, twenty percent (20.0%) of the outstanding capital stock of US HoldCo (the “ Shares ”).

     B. On or about the date of this Agreement, NEH proposes to issue up to JPY50,980,000,000 aggregate principal amount of 2.20% Fixed Rate Bonds due 2013 and JPY78,000,000,000 aggregate principal amount of Floating Rate Bonds due 2013 (the “ Bonds ”), the proceeds of which will be used to fund the acquisition of the Shares by NEH. NEH’s obligations with respect to the Notes will be secured in favor of the holders of the Notes, inter alia , by a security assignment of NEH’s rights, title and interest under this Agreement and a pledge, charge or other security interest over the Shares.

     C. It is a condition to NEH’s agreement to directly acquire the Shares that Toshiba provide a put option with respect to the Shares, on the terms and conditions set forth herein.

     NOW, THEREFORE, the Parties, in consideration of the foregoing premises and the terms, covenants and conditions set forth below, hereby agree as follows:

AGREEMENT

1. DEFINITIONS; INTERPRETATION.

     1.1. Terms Defined in this Agreement . The following terms when used in this Agreement shall have the following definitions:

     “ Bankruptcy Law ” means any Law of any jurisdiction relating to bankruptcy, insolvency, corporate reorganization, company arrangement, civil rehabilitation, special liquidation, moratorium, readjustment of debt, appointment of a conservator ( hozen kanrinin ), trustee ( kanzai nin ), supervisor ( kantoku i’in ), inspector ( chousa i’in ), or receiver, or similar debtor relief, including hasan under Hasan Ho (law No. 75, 2004 as amended) , minji saisei under Minji Saisei Ho (law No. 225, 1999 as amended) , kaisha kousei under Kaisha Kousei Ho (law No. 154, 2000 as amended) , tokubetsu seisan under Kaisha Ho (law No. 86, 2005 as amended) and tokutei choutei under Tokuteisaimuto no Chosei no Sokushin no tameno Tokuteichoutei ni kansuru Houritsu (law No.158, 1999 as amended).

     “ Business Day ” means any day other than those that are bank holidays in Tokyo.

     “ Competitor ” means any Person who by itself or through or together with any of its Subsidiaries, is substantially engaged in the provision of nuclear power plant technology and/or nuclear fuel supply.

     “ Consolidated Net Worth ” means, as of any date, total shareholders’ equity, being the sum of stated capital, additional paid-in capital, legal reserves and retained earnings less any treasury stock, which would appear on a consolidated balance sheet of Toshiba and its consolidated Subsidiaries as of such date in accordance with US GAAP; provided that for the purpose of calculating Consolidated Net Worth, the effect, if any, of all GAAP Statement of Financial Accounting Standards No. 87 pension-related non-cash charge shall be excluded;

     “ Debt-to-Equity Ratio ” means ratio of total Financial Debt to Consolidated Net Worth.

     “ Financial Debt ” means every obligation for money borrowed or evidenced by notes, bonds, debentures, security instruments and other similar instruments which incur interest expense and which would, in accordance with US GAAP, be shown on a consolidated balance sheet of Toshiba.

     “ Government Authority ” means any: (a) nation, principality, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; (c) governmental or quasi governmental authority of any nature (including any governmental division, subdivision, department, agency, bureau, branch, office, commission, council, board, instrumentality, officer, official, representative, organization, unit, body or Person and any court or other tribunal); or (d) individual, Person or body exercising, or entitled to exercise, any executive, legislative, judicial, administrative, regulatory, police, military or taxing authority or power of any nature.

     “ JPY ” means Japanese Yen.

     “ Law ” means any federal, state, local, municipal, foreign or other law, statute, legislation, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, proclamation, treaty, convention, rule, regulation, permit, ruling, directive, pronouncement, requirement (licensing or otherwise), specification, determination, decision, opinion or interpretation that is, has been or may in the future be issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into effect by or under the authority of any Government Authority.

     “ Person ” means any individual, firm, company, corporation, limited liability company, unincorporated association, partnership, trust, joint venture, governmental authority or other entity, and shall include any successor (by merger or otherwise) of such entity.

     “ Put Price ” means, with respect to any exercise of the Put Option, the per Share price, expressed in Japanese Yen, of any Share subject to any Put Exercise Notice (as defined in Section 2.3). The Put Price:

     (a) for each Share subject to the Put Exercise Notice up to and including sixty-seven percent (67%) of the Shares shall be JPY119,425,926 per Share; and

     (b) for each Share subject to the Put Exercise Notice in excess of sixty-seven percent (67%) of the Shares shall be the product of (x) JPY119,425,926 per Share, multiplied by (y) 0.90; provided that, in the event that a Put Exercise Notice is delivered by NEH following the occurrence of a Toshiba Event, the number in the foregoing clause (y) shall be 1.00.

     “ Subsidiary ” means a Person (other than an individual) (a) more than fifty percent (50%) of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are, now or hereafter, owned or controlled, directly or indirectly, by another Person; or (b) which does not have outstanding shares or securities, as may be the case in a partnership, joint venture or unincorporated association, but more than fifty percent (50%) of whose ownership interest representing the right to make the decisions for such corporation, company or other entity is, now or hereafter, owned or controlled, directly or indirectly, by another Person.

     “ Toshiba Event ” means any of the following:

     (a) Toshiba shall fail to have a minimum Consolidated Net Worth of JPY800,000,000,000;

     (b) Toshiba’s Debt-to-Equity Ratio (determined quarterly based on Toshiba’s consolidated quarterly financial statements) shall exceed 2.4 to 1.0;

     (c) Toshiba generally becomes unable to pay its debts as such debts become due ( shiharai funou ), admits to a creditor its inability to pay its debts generally as such debts become due ( shiharai teishi ) or makes a general assignment or settlement for the benefit of creditors ( nin’i seiri );

     (d) a petition (i) for the commencement of a proceeding against Toshiba under any applicable Bankruptcy Law or similar law now or hereafter in effect, (ii) for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator ( hozen kanrinin ), trustee ( kanzai nin ), supervisor ( kantoku i’in ), inspector ( chousa i’in ) or similar official of all or for any substantial part of Toshiba’s property, or (iii) for the winding up or liquidation of Toshiba’s affairs, is filed by any third party other than Toshiba;

     (e) Toshiba files a petition for the commencement of a proceeding under any applicable Bankruptcy Law or similar law now or hereafter in effect, or consents to or makes no objection against the filing of or the entry of an order for relief in an involuntary proceeding under any such law, or applies for, consents to or otherwise acquiesces in the appointment of or taking possession by a receiver, liquidator, assignee, custodian, sequestrator, conservator ( hozen kanrinin ), trustee ( kanzai nin ), supervisor ( kantoku i’in ), inspector ( chosa i’in ) or similar official of Toshiba of all or any substantial part of the property thereof, or makes any general assignment or settlement for the benefit of the creditors thereof;

     (f) Toshiba’s assets, such as its bank accounts, are subject to the issuance of an order or a notice of provisional attachment ( kari sashiosae ), temporary attachment order ( hozen sashiosae ) or permanent attachment ( sashiosae ), and, with respect to a provisional attachment and temporary attachment order only, such attachment or order remains unstayed and in effect for a period of thirty (30) consecutive days;

     (g) Toshiba ceases, or through an official action of its board of directors threatens to cease, to carry on all or substantially all of its business;

     (h) the clearing house takes procedures for suspension of Toshiba’s transactions with banks or other financial institutions ( torihiki teishi shobun );

     (i) Toshiba has materially breached any of its covenants herein, and does not cure such breach within 30 days after notice from NEH advising Toshiba of such breach; or

     (j) the receipt by NEH of a notice of acceptance or any other similar notice delivered by Toshiba or any Shareholder(s) (as defined in either Shareholders Agreement (defined herein)) obligating Toshiba or such Shareholder(s) to purchase, and obligating NEH to sell, all or any portion of (i) the Shares pursuant to, and in accordance with, Section 7.06 of the Shareholders Agreement dated October 4, 2006, among Toshiba, NEH, US HoldCo, and its other shareholders (the “ US Shareholders Agreement ”), or (ii) the shares owned by NEH in Toshiba Nuclear Energy Holdings (UK) Limited, a company incorporated in England (the “ UK HoldCo ” and, together with US HoldCo, the “ HoldCos ”), pursuant to, and in accordance with, Section 7.06 of the Shareholders Agreement dated October 4, 2006, among Toshiba, NEH, UK HoldCo, and its other shareholders (the “ UK Shareholders Agreement ”; and, together with the US Shareholders Agreement, the “ Shareholders Agreements ”) (such notice, a “ Call Option Exercise Notice ”).

     “ US GAAP ” means generally accepted accounting principles in the United States as in effect on the date of application thereof.

1.2. Interpretation .

     (a)  Certain Terms . The words “hereof,” “herein,” “hereunder” and similar words refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “including” is not limited and means “including without limitation.”

     (b)  Section References; Titles and Subtitles . Unless otherwise noted, all references to Sections herein are to Sections of this Agreement. The titles, captions and headings of this Agreement are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

     (c) Reference to Entities, Agreements, Statutes . Unless otherwise expressly provided herein, (i) references to a Person include its successors and permitted assigns, (ii) references to agreements (including this Agreement) and other contractual instruments shall be deemed to include all subsequent amendments, restatements and other modifications

thereto or supplements thereof and (iii) references to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such statute or regulation.

2. PUT RIGHT.

     2.1. Put Right . NEH shall have the right and option to sell to Toshiba or its permitted assignee, and upon the exercise of such right and option Toshiba or its permitted assignee shall have the obligation to purchase from NEH, all of the Shares identified in the Put Exercise Notice (as defined below) (the “ Put Right ”). NEH and Toshiba hereby agree that the Put Right may be exercised by NEH on one occasion only.

     2.2. Put Period . The Put Right shall be exercisable by NEH by delivering a Put Exercise Notice (defined below) at any time during the period (the “ Exercise Period ”) commencing on (and including) the earlier of (i) March 31, 2010 and (ii) the occurrence of a Toshiba Event, and ending on the earlier of (x) the date that is 30 days after receipt by NEH of the consolidated financial statements (prepared in accordance with US GAAP) of the HoldCos for the period ending September 30, 2012 and (y) February 28, 2013 (such earlier date, the “ Exercise Period End Date ”). For the avoidance of doubt, if the Put Exercise Notice is not delivered on or before the Exercise Period End Date, the Exercise Period shall automatically expire, and the Put Right shall thereafter be of no further force or effect, at 11:59:59 p.m. on Exercise Period End Date. Once the Put Right is exercised, NEH shall have no Put Right on the remaining Shares, if any.

     2.3. Exercise Process . In order to exercise the Put Right during the Exercise Period, NEH shall deliver to Toshiba a written notice of such exercise substantially in the form attached hereto as Appendix A (a “ Put Exercise Notice ”) to such address and marked for such attention as is specified in Section 5.4. The Put Exercise Notice shall indicate the number of Shares as to which NEH is then exercising its Put Right, the aggregate Put Price and the closing date for the purchase (the “ Put Closing Date ”), which date shall be 90 days after the date on which the Put Exercise Notice is first delivered by NEH to Toshiba; provided that, in the event that a Toshiba Event (other than a Toshiba Event described in clause (j) of the definition thereof) has occurred, such date shall be 30 days after the date on which the Put Exercise Notice is delivered by NEH, in each case subject to Section 2.5. For the avoidance of doubt, the date of exercise of the Put Right shall be earlier of (a) the date upon which Toshiba receives such Put Exercise Notice and (b) two Business Days after NEH sends such Put Exercise Notice by internationally recognized courier service subject to next-day or second-day delivery. Where the Put Closing Date would otherwise fall on a day that is not a Business Day, the Put Closing Date shall be the next following Business Day falling thereafter.

     2.4. Put Price . If the Put Right is exercised pursuant to this Section 2, as payment for the Shares to be purchased by Toshiba pursuant to the Put Right, on the Put Closing Date Toshiba shall pay the aggregate Put Price to NEH, or to the order of NEH, by electronic transfer of immediately available funds to a financial institution and account number specified by NEH to Toshiba as soon as practicable prior to the Put Closing Date.

     2.5. Sale of Shares .

          (a) Against payment of the Put Price by Toshiba, and as soon as practicable thereafter, NEH shall sell and deliver to Toshiba (or its designee), and Toshiba (or its designee) shall receive and purchase from NEH, the Shares as to which NEH is exercising the Put Right. In connection therewith, NEH shall (i) deliver to Toshiba or its designee certificates representing the Shares, duly endorsed for transfer to Toshiba (or its designee), (ii) deliver to Toshiba (or its designee) evidence that NEH’s lenders have released all liens or other security interests in or on such Shares and (iii) represent and warrant to Toshiba that the Shares transferred pursuant thereto are transferred free from all liens, charges or encumbrances, but shall not be required to make any other representations and warranties in respect of the relevant Shares. Other than as expressly provided herein, there shall be no conditions upon NEH’s exercise of the Put Right or the purchase and sale of the Shares subject thereto.

          (b) In the event that Toshiba is restricted, prohibited or disqualified from purchasing or accepting all or any portion of the Shares from NEH under applicable law or regulation or any agreement, instrument or other document to which Toshiba or its affiliates is a party, Toshiba may assign its rights and obligations to purchase the Shares to an entity that is financially and legally capable of purchasing and accepting delivery of the Shares for the aggregate Put Price; provided that (i) the Put Closing Date shall be extended to the date (the “ Extended Put Closing Date ”) that is the earlier of (x) 150 days after the Put Exercise Notice is first delivered by NEH to Toshiba and (y) the date on which the requirements of the Hart-Scott-Rodino Antitrust Improvements Act, the Exon-Florio Amendment (defined below) and any other applicable regulatory requirements have been satisfied for the purpose of delivery of the Shares to Toshiba or such entity, (ii) Toshiba shall ensure that such assignee has sufficient funds to purchase the Shares and (iii) Toshiba shall remain obligated to pay the aggregate Put Price (together with all other amounts due under this Agreement) to NEH in the event that such entity fails to perform such assigned obligations on or before the Extended Put Closing Date. Notwithstanding the foregoing, in the event that (A) the Put Closing Date is required to be extended pursuant to clause (i) in the preceding sentence and (B) a Toshiba Event (other than a Toshiba Event described in clause (j) of the definition thereof) has occurred, Toshiba shall (x) promptly, and in any event not later than 25 days after the receipt by Toshiba of the Put Exercise Notice, provide credit support for Toshiba’s obligation in clause (iii) of the preceding sentence in form and substance reasonably satisfactory to NEH and its lenders from a third party having a credit rating of A2 or higher from Moody’s Investors Service Inc. or A or higher from Rating and Investment Information, Inc., which credit support will provide that it may be drawn upon or exercised if Toshiba or such entity has not performed its obligations in full on or before the Extended Put Closing Date, or (y) if Toshiba fails or is unable to provide such credit support, pay the aggregate Put Price on the original Put Closing Date. In the event that Toshiba has paid the Put Price under this Section 2.5(b) prior to the delivery by NEH of all or any portion of the Shares to Toshiba or its designee, NEH shall hold such Shares (and any proceeds thereof (other than the Put Price)) in trust for and on behalf of, and to the order of, Toshiba and, subject to applicable law, shall take such actions in respect of the Shares as Toshiba shall direct.

     2.6. Recapitalizations; Reorganizations . In the event of any stock dividend, split, reverse split, combination or recapitalization (each, a “ Recapitalization ”), (a) the term “Shares” shall automatically be deemed to include all securities issued in exchange for or in connection with the Shares outstanding immediately prior to such Recapitalization, and (b) the Put Price shall be multiplied by a ratio, (i) the numerator of which is the number of Shares of US HoldCo outstanding immediately prior to the Recapitalization and (ii) the

denominator of which is the number of Shares of US HoldCo outstanding immediately after to the Recapitalization. In the event of any liquidation, reclassification, merger or consolidation (each, a “ Reorganization ”), (a) the term “Shares” shall automatically be amended to refer to all securities issued or assets distributed in connection with such Reorganization in exchange for the Shares outstanding immediately prior to such Reorganization and (b) the Put Price shall automatically be adjusted to preserve the economic status quo between the parties immediately prior to such Reorganization; provided that, in the event of a liquidation in which no securities or other assets are distributed, Toshiba acknowledges and agrees that it shall remain obligated to pay the aggregate Put Price in accordance with the terms of this Agreement based upon the total number of Shares held by NEH immediately prior to such liquidation and NEH shall, upon commencement of the Exercise Period, be entitled to exercise a Put Exercise Notice in respect thereof.

     2.7. Dividends . For the avoidance of doubt, with respect to any Shares sold by NEH to Toshiba (or its designee) upon exercise of the Put Right in accordance with the terms hereof, as between NEH and Toshiba (or its designee), NEH shall be entitled to any and all dividends, distributions or similar items that are resolved or declared to be paid or made by US HoldCo by reference to a record date that is prior to the date of the Put Closing Date, and Toshiba (or its designee) shall be entitled to any and all dividends, distributions or similar items that are resolved or declared to be paid or made by the US HoldCo by reference to a record date that is on or after the date of the Put Closing Date.

     2.8. Related Matters . Nothing in this Agreement shall be construed as imposing any obligations on NEH either to exercise or to refrain from exercising any rights or powers conferred on it by or deriving from the Shares.

     2.9. Superiority of Put Right . Toshiba acknowledges and agrees that (i) the call rights set forth in Section 7.06 of the US Shareholders Agreement with respect to the Shares designated in the Put Exercise Notice are subordinate in right to the Put Right (when exercised), and (ii) the delivery by NEH (or its designee) of a Put Exercise Notice, whether or not a Call Option Exercise Notice has been delivered by Toshiba, shall obligate Toshiba to purchase the Shares described in such Put Exercise Notice on the terms, and subject to the conditions, set forth in this Agreement notwithstanding any other rights or obligations in respect of such Shares under the Shareholders Agreement or any other similar document.

     2.10. Time . Any reference to time in this Agreement should be Tokyo time.

     2.11. Additional Covenants . Toshiba agrees that it will fully comply with the Special Security Agreement between Toshiba and the U.S. Department of Energy. Toshiba also agrees that until (a) if a Put Exercise Notice has been delivered by NEH, the Put Closing Date, and (b) otherwise, the Exercise Period End Date, it shall not, and shall cause US HoldCo and its Subsidiaries and affiliates and any holding company of US HoldCo not to commit or fail to commit any act that would prevent or disqualify Toshiba from purchasing, or make it illegal for Toshiba to purchase, the Shares under applicable law, or cause the purchase of the Shares by Toshiba to be set aside under Section 721 of the U.S. Defense Production Act of 1950, 50 U.S.C. App. 2171, as amended (the “ Exon-Florio Amendment ”), or any similar law of any other applicable jurisdiction.

     2.12. Toshiba Event Notification . Toshiba agrees that upon the occurrence of a Toshiba Event, Toshiba shall immediately, but in any event no later than five (5) Business Days after the occurrence of such Toshiba Event, notify NEH thereof.

3. RANKING, PAYMENTS AND SET-OFF.

     3.1. Ranking . The payment obligations of Toshiba under this Agreement shall, save for such exceptions as may be provided Bankruptcy Laws, at all times rank pari passu with all of Toshiba’s other present and future unsecured and unsubordinated obligations.

     3.2. Withholding . All payments made by or on behalf of Toshiba under this Agreement shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within Japan or any authority therein or thereof having power to tax, unless such withholding or deduction is required by law. If such withholding or deduction is required by law, Toshiba shall pay such additional amounts as will result in receipt by NEH of such amounts as would have been received by NEH had no such withholding or deduction been required.

     3.3. Set-off . Subject to Section 2.5, (a) NEH shall be absolutely entitled to receive all amounts payable in respect of this Agreement, and (b) for the purposes of this Agreement, Toshiba hereby waives, as against NEH, all rights of set-off or counterclaim that would or might otherwise be available to Toshiba.

4. REPRESENTATIONS AND WARRANTIES.

     4.1. Toshiba . Toshiba represents and warrants to NEH, as of the Effective Date, that:

     (a) Due Authorization . The execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder to be carried out by it have been duly authorized by all necessary corporate action on the part of Toshiba. This Agreement, and all agreements and documents executed and delivered pursuant to this Agreement, constitute valid and binding obligations of Toshiba, enforceable against Toshiba in accordance with its terms, subject to applicable Bankruptcy Laws and other laws or equitable principles of general application affecting the rights of creditors generally.

     (b) No Conflicts . Neither the acquisition of the shares of common stock of US HoldCo by NEH (the “ Share Acquisition ”) nor the execution or delivery of this Agreement by Toshiba nor the fulfillment or compliance by Toshiba with any of the terms hereof shall, with or without the giving of notice and/or the passage of time, (i) conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, (A) the organizational or charter documents of Toshiba or US HoldCo or (B) any contract or any judgment, decree or order to which Toshiba or US HoldCo is subject or by which Toshiba or US HoldCo is bound, or (ii) require any consent, license, permit, authorization, approval or other action by any Person or Government Authority which has not yet been obtained or received including any such consent, license, permit, authorization, approval or other action required under the Exon-Florio Amendment. Neither the Share Acquisition nor the execution, delivery and performance of this Agreement by Toshiba or compliance with the

provisions hereof by Toshiba shall violate any provision of any Law to which Toshiba or US HoldCo is subject or by which it is bound.

     (c) No Actions . There are no lawsuits, actions (or to the best knowledge of Toshiba, investigations), claims or demands or other proceedings pending or, to the best of the knowledge of Toshiba, threatened against Toshiba or any of its Subsidiaries which, if resolved in a manner adverse to Toshiba or such Subsidiaries, would adversely affect the right or ability of Toshiba to carry out its obligations set forth in this Agreement.

     (d) Toshiba Event . As of the Effective Date, there is no Toshiba Event nor are there any events, circumstances or conditions that could reasonably be expected to lead to a Toshiba Event.

4.2. NEH . NEH represents and warrants to Toshiba, as of the Effective Date, that:

     (a) Due Authorization . The execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder to be carried out by it have been duly authorized by all necessary corporate action on the part of NEH. This Agreement, and all agreements and documents executed and delivered pursuant to this Agreement, constitute valid and binding obligations of NEH, enforceable against NEH in accordance with its terms, subject to applicable Bankruptcy Laws and other laws or equitable principles of general application affecting the rights of creditors generally.

     (b) No Conflicts . Neither the execution or delivery of this Agreement by NEH nor the fulfillment or compliance by NEH with any of the terms hereof shall, with or without the giving of notice and/or the passage of time, (i) conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, (A) the organizational or charter documents of NEH or (B) any contract or any judgment, decree or order to which NEH is subject or by which it is bound, or (ii) require any consent, license, permit, authorization, approval or other action by any Person or Government Authority which has not yet been obtained or received. The execution, delivery and performance of this Agreement by NEH and compliance with the provisions hereof by NEH shall not violate any provision of any Law to which NEH is subject or by which it is bound.

     (c) No Actions . There are no lawsuits, actions (or to the best knowledge of NEH, investigations), claims or demands or other proceedings pending or, to the best of the knowledge of NEH, threatened against NEH or any of its Subsidiaries which, if resolved in a manner adverse to NEH or such Subsidiaries, would adversely affect the right or ability of NEH to carry out its obligations set forth in this Agreement.

5. MISCELLANEOUS.

     5.1. Governing Law . This Agreement, as to which time is of the essence, shall be construed according to, and the rights of the Parties shall be governed by, the laws of the State of New York, without reference to any conflict of laws principle that would cause the application of the laws of any jurisdiction other than the State of New York. In the event of any dispute between the Parties arising out of or in connection with this Agreement, the

Parties shall use good faith efforts to resolve such dispute amicably. If the Parties cannot resolve such dispute amicably within sixty (60) days, such dispute shall be finally settled by arbitration in London, England in accordance with the Rules of Arbitration of the International Chamber of Commerce (“ ICC ”) by three arbitrators. One arbitrator shall be appointed by Toshiba, one arbitrator shall be appointed by NEH and the third arbitrator, who shall serve as the Chair of the tribunal, shall be selected by the first two. If the third arbitrator is not chosen and nominated to the ICC for appointment within 30 days of the date of confirmation by the ICC of the latter of the two party-appointed arbitrators to be confirmed, such arbitrator shall be chosen by the ICC. Any award rendered thereby shall be final and binding on the Parties and fully enforceable. The award may include an award of costs, including reasonable attorneys’ fees and disbursements.

     5.2. Successors and Assigns . NEH shall have the right to assign, transfer, delegate, pledge or grant a security interest in any of its rights hereunder without the consent of Toshiba, (i) to any wholly-owned Subsidiary through which it holds any Shares and which shall become a party to the Shareholders Agreement, and/or (ii) to any lender or financing party or group of lenders or financing parties in connection with any financing provided by such lender(s) to NEH for the purpose of acquiring the Shares, provided , however , that such lender or financing party shall not be a Competitor of Toshiba. Toshiba shall have the right to assign this Agreement to its wholly owned Subsidiary or pursuant to Section 2.5, provided that Toshiba shall not be released of its obligations hereunder. Subject to the foregoing, the rights and obligations hereunder may not be assigned or delegated by either Party without the other’s prior written consent. The provisions hereof shall inure to the benefit of, and be binding upon, the successors and permitted assigns of the Parties.

     5.3. Entire Agreement; Amendment . This Agreement constitutes the full and entire understanding and agreement between the Parties with regard to the subject matter hereof. Any term of this Agreement may be amended only with the written consent of each Party.

     5.4. Notices and Other Communications . Any and all notices, requests, demands and other communications required or otherwise contemplated to be made under this Agreement shall be in writing and in English and shall be provided by one or more of the following means and shall be deemed to have been duly given (a) if delivered personally, when received, (b) if transmitted by facsimile, on the date of transmission with receipt of a transmittal confirmation, or (c) if by a nationally or internationally recognized courier service, on the third (3rd) day following the date of deposit with such courier service, or such earlier delivery date as may be confirmed in writing to the sender by such courier service. All such notices, requests, demands and other communications shall be addressed as follows:

To NEH at:

4171 Essen Lane
Baton Rouge, Louisiana 70809
Attention: Secretary and General Counsel
Facsimile: + 1-225-925-9146

with a copy to:

Vinson & Elkins L.L.P.

1001 Fannin, Suite 2500
Houston, Texas 77002
Attention: Clifton S. Rankin, Partner
Facsimile: +1-713-615-5162

To Toshiba at:

Toshiba Building 31B
1-1, Shibaura, 1 Chome, Minato-ku, Tokyo 105-8001, Japan
Attention: General Manager, Legal Affairs Department, Power Systems Company
Telephone: +81-3-3457-3706
Facsimile: +81-3-5444-9183

or to such other address or facsimile number as a Party may have specified to the other Party in writing delivered in accordance with this Section 5.4.

     5.5. Delays or Omissions . No delay or omission to exercise any right, power or remedy accruing to any Person hereunder, upon any breach or default under this Agreement, shall impair any such right, power or remedy nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any Person hereunder of any breach or default under this Agreement, or any waiver on the part of any Person of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing and signed by the waiving or consenting Person.

     5.6. Severability . If any provision of this Agreement is found to be invalid or unenforceable, then such provision shall be construed, to the extent feasible, so as to render the provision enforceable and to provide for the consummation of the transactions contemplated hereby on substantially the same terms as originally set forth herein, and if no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement, which shall remain in full force and effect unless the severed provision is essential to the rights or benefits intended by the Parties. In such event, the Parties shall use best efforts to negotiate, in good faith, a substitute, valid and enforceable provision or agreement which most nearly effects the Parties’ intent in entering into this Agreement.

     5.7. Further Assurances . The Parties shall perform such acts, execute and deliver such instruments and documents and do all other such things as may be reasonably necessary to effect the transactions contemplated hereby, including in the case of Toshiba causing the US HoldCo to perform such acts, execute and deliver such instruments and documents and do all other such things as may be reasonably necessary to effect the transactions contemplated hereby.

     5.8. Costs and Expenses . The Parties shall each bear their own legal and other costs and out-of-pocket expenses arising out of the negotiation, preparation and execution of, and consummation of the transactions contemplated by, this Agreement.

     5.9. Tax . Subject to Section 3.2, Shaw acknowledges and agrees that Toshiba shall not be responsible for any tax that might be imposed on Shaw in connection with the grant by Toshiba of the Put Right to Shaw or the exercise by Shaw of the Put Right under this Agreement.

     5.10. Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. Execution and delivery of this Agreement by exchange of facsimile copies bearing the facsimile signature of a Party shall constitute a valid and binding execution and delivery of this Agreement by such Party.

     5.11. Limited Recourse to NEH .

          (a) Notwithstanding any other provision of this Agreement, the obligations of NEH hereunder are limited recourse obligations of NEH, payable solely from its own assets and only to the extent of funds available after repayment in full of the Bonds and all other Secured Obligations. No recourse shall be had to any of the members, shareholders, subscribers, directors, officers, partners, employees or agents of NEH or any of their respective successors and assigns in respect to the obligations of NEH hereunder or arising in connection herewith.

          (b) Toshiba agrees not to institute against, or join any other Person in instituting against, NEH any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings or other proceedings under U.S. federal or state bankruptcy or similar laws until at least one year and one day or, if longer, the applicable preference period then in effect plus one day, after the repayment in full of the Bonds and all other Secured Obligations.

For the purposes of this Section 5.12:

“ Secured Obligations ” means all amounts owed by NEH to the secured parties under and in connection with the Bonds.

[ Remainder of page intentionally blank .]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Signature Page to Put Option Agreement

APPENDIX A

Form of Exercise Notice

[Date]

Toshiba Corporation
Toshiba Building 31B
1-1, Shibaura, 1 Chome, Minato-ku, Tokyo 105-8001, Japan

Attn:		General Manager, Legal Affairs Department, Power Systems Company

Re:		Put Option Agreement dated [__] September 2006 (the “ Put Option Agreement ”), between Nuclear Energy Holdings, L.L.C. (“ NEH ”) and Toshiba Corporation (“ Toshiba ”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Put Option Agreement.

Dear Sir:

In accordance with Section 2.3 of the Put Option Agreement, NEH hereby provides this notice (this “ Put Exercise Notice ”) of exercise of the Put Right in the manner specified below:

		A. Shares as to which NEH is exercising the Put Right:
		1. [___] US HoldCo Shares.
		B. Aggregate Put Price:		JPY[                      ] [; provided that, in the event that a Toshiba Event occurs after the date of this Put Exercise Notice but before the Put Closing Date designated below, the Aggregate Put Price shall be JPY[                      ]]. 1
		C. Put Closing Date:		[                      ] [; provided that, in the event that a Toshiba Event (other than receipt of a Call Option Exercise Notice) occurs after the date of this Put Exercise Notice but before such designated Put Closing Date, the Put Closing Date shall be the earlier to occur of such designated Put Closing Date and the date that is 30 days after the occurrence of such Toshiba Event]. 2

		Best regards,
		NUCLEAR ENERGY HOLDINGS, L.L.C.
		By:
		Name:
		Title:

EXHIBIT 10.3

PUT OPTION AGREEMENT

     This PUT OPTION AGREEMENT (this “ Agreement ”) is made and entered into on October 13, 2006 (the “ Effective Date ”), between Nuclear Energy Holdings, L.L.C., a Delaware limited liability company (“ NEH ”), and Toshiba Corporation, a Japanese corporation (“ Toshiba ”). NEH and Toshiba are also referred to herein together as the “ Parties ” and individually as a “ Party ”.

RECITALS

     A. Subject to the terms and conditions set forth in an Investment Agreement, dated as of October 4, 2006, among Toshiba, NEH and The Shaw Group Inc., NEH has directly agreed to acquire 280 shares of Class A Stock of TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LIMITED , a company incorporated in England (“ UK HoldCo ”), for a consideration of $280,000,000 and representing, as of the Effective Date, twenty percent (20.0%) of the outstanding shares in the capital of UK HoldCo (the “ Shares ”).

     B. On or about the date of this Agreement, NEH proposes to issue up to JPY50,980,000,000 aggregate principal amount of 2.20% Fixed Rate Bonds due 2013 and JPY78,000,000,000 aggregate principal amount of Floating Rate Bonds due 2013 (the “ Bonds ”), the proceeds of which will be used to fund the acquisition of the Shares by NEH. NEH’s obligations with respect to the Notes will be secured in favor of the holders of the Notes, inter alia , by a security assignment of NEH’s rights, title and interest under this Agreement and a pledge, charge or other security interest over the Shares.

     C. It is a condition to NEH’s agreement to directly acquire the Shares that Toshiba provide a put option with respect to the Shares, on the terms and conditions set forth herein.

     NOW, THEREFORE, the Parties, in consideration of the foregoing premises and the terms, covenants and conditions set forth below, hereby agree as follows:

AGREEMENT

1. DEFINITIONS; INTERPRETATION.

     1.1. Terms Defined in this Agreement . The following terms when used in this Agreement shall have the following definitions:

     “ Bankruptcy Law ” means any Law of any jurisdiction relating to bankruptcy, insolvency, corporate reorganization, company arrangement, civil rehabilitation, special liquidation, moratorium, readjustment of debt, appointment of a conservator ( hozen kanrinin ), trustee ( kanzai nin ), supervisor ( kantoku i’in ), inspector ( chousa i’in ), or receiver, or similar debtor relief, including hasan under Hasan Ho (law No. 75, 2004 as amended) , minji saisei under Minji Saisei Ho (law No. 225, 1999 as amended) , kaisha kousei under Kaisha Kousei Ho (law No. 154, 2000 as amended) , tokubetsu seisan under Kaisha Ho (law No. 86, 2005 as amended) and tokutei choutei under Tokuteisaimuto no Chosei no Sokushin no tameno Tokuteichoutei ni kansuru Houritsu (law No.158, 1999 as amended).

     “ Business Day ” means any day other than those that are bank holidays in Tokyo.

     “ Competitor ” means any Person who by itself or through or together with any of its Subsidiaries, is substantially engaged in the provision of nuclear power plant technology and/or nuclear fuel supply.

     “ Consolidated Net Worth ” means, as of any date, total shareholders’ equity, being the sum of stated capital, additional paid-in capital, legal reserves and retained earnings less any treasury stock, which would appear on a consolidated balance sheet of Toshiba and its consolidated Subsidiaries as of such date in accordance with US GAAP; provided that for the purpose of calculating Consolidated Net Worth, the effect, if any, of all GAAP Statement of Financial Accounting Standards No. 87 pension-related non-cash charge shall be excluded;

     “ Debt-to-Equity Ratio ” means ratio of total Financial Debt to Consolidated Net Worth.

     “ Financial Debt ” means every obligation for money borrowed or evidenced by notes, bonds, debentures, security instruments and other similar instruments which incur interest expense and which would, in accordance with US GAAP, be shown on a consolidated balance sheet of Toshiba.

     “ Government Authority ” means any: (a) nation, principality, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; (c) governmental or quasi governmental authority of any nature (including any governmental division, subdivision, department, agency, bureau, branch, office, commission, council, board, instrumentality, officer, official, representative, organization, unit, body or Person and any court or other tribunal); or (d) individual, Person or body exercising, or entitled to exercise, any executive, legislative, judicial, administrative, regulatory, police, military or taxing authority or power of any nature.

     “ JPY ” means Japanese Yen.

     “ Law ” means any federal, state, local, municipal, foreign or other law, statute, legislation, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, proclamation, treaty, convention, rule, regulation, permit, ruling, directive, pronouncement, requirement (licensing or otherwise), specification, determination, decision, opinion or interpretation that is, has been or may in the future be issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into effect by or under the authority of any Government Authority.

     “ Person ” means any individual, firm, company, corporation, limited liability company, unincorporated association, partnership, trust, joint venture, governmental authority or other entity, and shall include any successor (by merger or otherwise) of such entity.

     “ Put Price ” means, with respect to any exercise of the Put Option, the per Share price, expressed in Japanese Yen, of any Share subject to any Put Exercise Notice (as defined in Section 2.3). The Put Price:

     (a) for each Share subject to the Put Exercise Notice up to and including sixty-seven percent (67%) of the Shares shall be JPY119,425,926 per Share; and

     (b) for each Share subject to the Put Exercise Notice in excess of sixty-seven percent (67%) of the Shares shall be the product of (x) JPY119,425,926 per Share multiplied by (y) 0.90; provided that, in the event that a Put Exercise Notice is delivered by NEH following the occurrence of a Toshiba Event, the number in the foregoing clause (y) shall be 1.00.

     “ Subsidiary ” means a Person (other than an individual) (a) more than fifty percent (50%) of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are, now or hereafter, owned or controlled, directly or indirectly, by another Person; or (b) which does not have outstanding shares or securities, as may be the case in a partnership, joint venture or unincorporated association, but more than fifty percent (50%) of whose ownership interest representing the right to make the decisions for such corporation, company or other entity is, now or hereafter, owned or controlled, directly or indirectly, by another Person.

     “ Toshiba Event ” means any of the following:

     (a) Toshiba shall fail to have a minimum Consolidated Net Worth of JPY800,000,000,000;

     (b) Toshiba’s Debt-to-Equity Ratio (determined quarterly based on Toshiba’s consolidated quarterly financial statements) shall exceed 2.4 to 1.0;

     (c) Toshiba generally becomes unable to pay its debts as such debts become due ( shiharai funou ), admits to a creditor its inability to pay its debts generally as such debts become due ( shiharai teishi ) or makes a general assignment or settlement for the benefit of creditors ( nin’i seiri );

     (d) a petition (i) for the commencement of a proceeding against Toshiba under any applicable Bankruptcy Law or similar law now or hereafter in effect, (ii) for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator, conservator ( hozen kanrinin ), trustee ( kanzai nin ), supervisor ( kantoku i’in ), inspector ( chousa i’in ) or similar official of all or for any substantial part of Toshiba’s property, or (iii) for the winding up or liquidation of Toshiba’s affairs, is filed by any third party other than Toshiba;

     (e) Toshiba files a petition for the commencement of a proceeding under any applicable Bankruptcy Law or similar law now or hereafter in effect, or consents to or makes no objection against the filing of or the entry of an order for relief in an involuntary proceeding under any such law, or applies for, consents to or otherwise acquiesces in the appointment of or taking possession by a receiver, liquidator, assignee, custodian, sequestrator, conservator ( hozen kanrinin ), trustee ( kanzai nin ), supervisor ( kantoku i’in ), inspector ( chosa i’in ) or similar official of Toshiba of all or any substantial part of the property thereof, or makes any general assignment or settlement for the benefit of the creditors thereof;

     (f) Toshiba’s assets, such as its bank accounts, are subject to the issuance of an order or a notice of provisional attachment ( kari sashiosae ), temporary attachment order ( hozen sashiosae ) or permanent attachment ( sashiosae ), and, with respect to a provisional attachment and temporary attachment order only, such attachment or order remains unstayed and in effect for a period of thirty (30) consecutive days;

     (g) Toshiba ceases, or through an official action of its board of directors threatens to cease, to carry on all or substantially all of its business;

     (h) the clearing house takes procedures for suspension of Toshiba’s transactions with banks or other financial institutions ( torihiki teishi shobun );

     (i) Toshiba has materially breached any of its covenants herein, and does not cure such breach within 30 days after notice from NEH advising Toshiba of such breach; or

     (j) the receipt by NEH of a notice of acceptance or any other similar notice delivered by Toshiba or any Shareholder(s) (as defined in either Shareholders Agreement (defined herein)) obligating Toshiba or such Shareholder(s) to purchase, and obligating NEH to sell, all or any portion of (i) the Shares pursuant to, and in accordance with, Section 7.06 of the Shareholders Agreement dated October 4, 2006, among Toshiba, NEH, UK HoldCo, and its other shareholders (the “ UK Shareholders Agreement ”), or (ii) the shares owned by NEH in Toshiba Nuclear Energy Holdings (US) Inc., a Delaware corporation (“ US HoldCo ” and, together with UK HoldCo, the “ HoldCos ”), pursuant to, and in accordance with, Section 7.06 of the Shareholders Agreement dated October 4, 2006, among Toshiba, NEH, US HoldCo, and its other shareholders (the “ US Shareholders Agreement ”; and, together with the UK Shareholders Agreement, the “ Shareholders Agreements ”) (such notice, a “ Call Option Exercise Notice ”).

     “ US GAAP ” means generally accepted accounting principles in the United States as in effect on the date of application thereof.

1.2. Interpretation .

     (a)  Certain Terms . The words “hereof,” “herein,” “hereunder” and similar words refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “including” is not limited and means “including without limitation.”

     (b)  Section References; Titles and Subtitles . Unless otherwise noted, all references to Sections herein are to Sections of this Agreement. The titles, captions and headings of this Agreement are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

     (c)  Reference to Entities, Agreements, Statutes . Unless otherwise expressly provided herein, (i) references to a Person include its successors and permitted assigns, (ii) references to agreements (including this Agreement) and other contractual instruments shall be deemed to include all subsequent amendments, restatements and other modifications thereto or supplements thereof and (iii) references to any statute or regulation are to be

construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such statute or regulation.

2. PUT RIGHT.

     2.1. Put Right . NEH shall have the right and option to sell to Toshiba or its permitted assignee, and upon the exercise of such right and option Toshiba or its permitted assignee shall have the obligation to purchase from NEH, all of the Shares identified in the Put Exercise Notice (as defined below) (the “ Put Right ”). NEH and Toshiba hereby agree that the Put Right may be exercised by NEH on one occasion only.

     2.2. Put Period . The Put Right shall be exercisable by NEH by delivering a Put Exercise Notice (defined below) at any time during the period (the “ Exercise Period ”) commencing on (and including) the earlier of (i) March 31, 2010 and (ii) the occurrence of a Toshiba Event, and ending on the earlier of (x) the date that is 30 days after receipt by NEH of the consolidated financial statements (prepared in accordance with US GAAP) of the HoldCos for the period ending September 30, 2012 and (y) February 28, 2013 (such earlier date, the “ Exercise Period End Date ”). For the avoidance of doubt, if the Put Exercise Notice is not delivered on or before the Exercise Period End Date, the Exercise Period shall automatically expire, and the Put Right shall thereafter be of no further force or effect, at 11:59:59 p.m. on Exercise Period End Date. Once the Put Right is exercised, NEH shall have no Put Right on the remaining Shares, if any.

     2.3. Exercise Process . In order to exercise the Put Right during the Exercise Period, NEH shall deliver to Toshiba a written notice of such exercise substantially in the form attached hereto as Appendix A (a “ Put Exercise Notice ”) to such address and marked for such attention as is specified in Section 5.4. The Put Exercise Notice shall indicate the number of Shares as to which NEH is then exercising its Put Right, the aggregate Put Price and the closing date for the purchase (the “ Put Closing Date ”), which date shall be 90 days after the date on which the Put Exercise Notice is first delivered by NEH to Toshiba; provided that, in the event that a Toshiba Event (other than a Toshiba Event described in clause (j) of the definition thereof) has occurred, such date shall be 30 days after the date on which the Put Exercise Notice is delivered by NEH, in each case subject to Section 2.5. For the avoidance of doubt, the date of exercise of the Put Right shall be earlier of (a) the date upon which Toshiba receives such Put Exercise Notice and (b) two Business Days after NEH sends such Put Exercise Notice by internationally recognized courier service subject to next-day or second-day delivery. Where the Put Closing Date would otherwise fall on a day that is not a Business Day, the Put Closing Date shall be the next following Business Day falling thereafter.

     2.4. Put Price . If the Put Right is exercised pursuant to this Section 2, as payment for the Shares to be purchased by Toshiba pursuant to the Put Right, on the Put Closing Date Toshiba shall pay the aggregate Put Price to NEH, or to the order of NEH, by electronic transfer of immediately available funds to a financial institution and account number specified by NEH to Toshiba as soon as practicable prior to the Put Closing Date.

     2.5. Sale of Shares .

          (a) Against payment of the Put Price by Toshiba, and as soon as practicable thereafter, NEH shall sell and deliver to Toshiba (or

its designee), and Toshiba (or its designee) shall receive and purchase from NEH, the Shares as to which NEH is exercising the Put Right. In connection therewith, NEH shall (i) deliver to Toshiba or its designee certificates representing the Shares and a duly executed stock transfer form in respect thereof transferring the Shares to Toshiba (or its designee), (ii) deliver to Toshiba (or its designee) evidence that NEH’s lenders have released all liens or other security interests in or on such Shares and (iii) represent and warrant to Toshiba that the Shares transferred pursuant thereto are transferred with full title guarantee free from all liens, charges or encumbrances, but shall not be required to make any other representations and warranties in respect of the relevant Shares. Other than as expressly provided herein, there shall be no conditions upon NEH’s exercise of the Put Right or the purchase and sale of the Shares subject thereto.

          (b) In the event that Toshiba is restricted, prohibited or disqualified from purchasing or accepting all or any portion of the Shares from NEH under applicable law or regulation or any agreement, instrument or other document to which Toshiba or its affiliates is a party, Toshiba may assign its rights and obligations to purchase the Shares to an entity that is financially and legally capable of purchasing and accepting delivery of the Shares for the aggregate Put Price; provided that (i) the Put Closing Date shall be extended to the date (the “ Extended Put Closing Date ”) that is the earlier of (x) 150 days after the Put Exercise Notice is first delivered by NEH to Toshiba and (y) the date on which the requirements of the Hart-Scott-Rodino Antitrust Improvements Act, the Exon-Florio Amendment (defined below) and any other applicable regulatory requirements have been satisfied for the purpose of delivery of the Shares to Toshiba or such entity, (ii) Toshiba shall ensure that such assignee has sufficient funds to purchase the Shares and (iii) Toshiba shall remain obligated to pay the aggregate Put Price (together with all other amounts due under this Agreement) to NEH in the event that such entity fails to perform such assigned obligations on or before the Extended Put Closing Date. Notwithstanding the foregoing, in the event that (A) the Put Closing Date is required to be extended pursuant to clause (i) in the preceding sentence and (B) a Toshiba Event (other than a Toshiba Event described in clause (j) of the definition thereof) has occurred, Toshiba shall (x) promptly, and in any event not later than 25 days after the receipt by Toshiba of the Put Exercise Notice, provide credit support for Toshiba’s obligation in clause (iii) of the preceding sentence in form and substance reasonably satisfactory to NEH and its lenders from a third party having a credit rating of A2 or higher from Moody’s Investors Service Inc. or A or higher from Rating and Investment Information, Inc., which credit support will provide that it may be drawn upon or exercised if Toshiba or such entity has not performed its obligations in full on or before the Extended Put Closing Date, or (y) if Toshiba fails or is unable to provide such credit support, pay the aggregate Put Price on the original Put Closing Date. In the event that Toshiba has paid the Put Price under this Section 2.5(b) prior to the delivery by NEH of all or any portion of the Shares to Toshiba or its designee, NEH shall hold such Shares (and any proceeds thereof (other than the Put Price)) in trust for and on behalf of, and to the order of, Toshiba and, subject to applicable law, shall take such actions in respect of the Shares as Toshiba shall direct.

     2.6. Recapitalizations; Reorganizations . In the event of any stock dividend, split, reverse split, combination or recapitalization (each, a “ Recapitalization ”), (a) the term “Shares” shall automatically be deemed to include all securities issued in exchange for or in connection with the Shares outstanding immediately prior to such Recapitalization, and (b) the Put Price shall be multiplied by a ratio, (i) the numerator of which is the number of Shares of UK HoldCo outstanding immediately prior to the Recapitalization and (ii) the denominator of which is the number of Shares of UK HoldCo outstanding immediately after to the Recapitalization. In the event of any liquidation, reclassification, merger or

consolidation (each, a “ Reorganization ”), (a) the term “Shares” shall automatically be amended to refer to all securities issued or assets distributed in connection with such Reorganization in exchange for the Shares outstanding immediately prior to such Reorganization and (b) the Put Price shall automatically be adjusted to preserve the economic status quo between the parties immediately prior to such Reorganization; provided that, in the event of a liquidation in which no securities or other assets are distributed, Toshiba acknowledges and agrees that it shall remain obligated to pay the aggregate Put Price in accordance with the terms of this Agreement based upon the total number of Shares held by NEH immediately prior to such liquidation and NEH shall, upon commencement of the Exercise Period, be entitled to exercise a Put Exercise Notice in respect thereof.

     2.7. Dividends . For the avoidance of doubt, with respect to any Shares sold by NEH to Toshiba (or its designee) upon exercise of the Put Right in accordance with the terms hereof, as between NEH and Toshiba (or its designee), NEH shall be entitled to any and all dividends, distributions or similar items that are resolved or declared to be paid or made by the UK HoldCo by reference to a record date that is prior to the date of the Put Closing Date, and Toshiba (or its designee) shall be entitled to any and all dividends, distributions or similar items that are resolved or declared to be paid or made by UK HoldCo by reference to a record date that is on or after the date of the Put Closing Date.

     2.8. Related Matters . Nothing in this Agreement shall be construed as imposing any obligations on NEH either to exercise or to refrain from exercising any rights or powers conferred on it by or deriving from the Shares.

     2.9. Superiority of Put Right . Toshiba acknowledges and agrees that (i) the call rights set forth in Section 7.06 of the UK Shareholders Agreement with respect to the Shares designated in the Put Exercise Notice are subordinate in right to the Put Right (when exercised), and (ii) the delivery by NEH (or its designee) of a Put Exercise Notice, whether or not a Call Option Exercise Notice has been delivered by Toshiba, shall obligate Toshiba to purchase the Shares described in such Put Exercise Notice on the terms, and subject to the conditions, set forth in this Agreement notwithstanding any other rights or obligations in respect of such Shares under the Shareholders Agreement or any other similar document.

     2.10. Time . Any reference to time in this Agreement should be Tokyo time.

     2.11. Additional Covenants . Toshiba agrees that it will fully comply with the Special Security Agreement between Toshiba and the U.S. Department of Energy. Toshiba also agrees that until (a) if a Put Exercise Notice has been delivered by NEH, the Put Closing Date, and (b) otherwise, the Exercise Period End Date, it shall not, and shall cause the HoldCos and their respective Subsidiaries and affiliates and any holding company of the HoldCos not to commit or fail to commit any act that would prevent or disqualify Toshiba from purchasing, or make it illegal for Toshiba to purchase, the Shares under applicable law, or cause the purchase of the Shares by Toshiba to be set aside under Section 721 of the U.S. Defense Production Act of 1950, 50 U.S.C. App. 2171, as amended (the “ Exon-Florio Amendment ”), or any similar law of any other applicable jurisdiction.

     2.12. Toshiba Event Notification . Toshiba agrees that upon the occurrence of a Toshiba Event, Toshiba shall immediately, but in any event no later than five (5) Business Days after the occurrence of such Toshiba Event, notify NEH thereof.

3. RANKING, PAYMENTS AND SET-OFF.

     3.1. Ranking . The payment obligations of Toshiba under this Agreement shall, save for such exceptions as may be provided Bankruptcy Laws, at all times rank pari passu with all of Toshiba’s other present and future unsecured and unsubordinated obligations.

     3.2. Withholding . All payments made by or on behalf of Toshiba under this Agreement shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within Japan or any authority therein or thereof having power to tax, unless such withholding or deduction is required by law. If such withholding or deduction is required by law, Toshiba shall pay such additional amounts as will result in receipt by NEH of such amounts as would have been received by NEH had no such withholding or deduction been required.

     3.3. Set-off . Subject to Section 2.5, (a) NEH shall be absolutely entitled to receive all amounts payable in respect of this Agreement, and (b) for the purposes of this Agreement, Toshiba hereby waives, as against NEH, all rights of set-off or counterclaim that would or might otherwise be available to Toshiba.

4. REPRESENTATIONS AND WARRANTIES.

     4.1. Toshiba . Toshiba represents and warrants to NEH, as of the Effective Date, that:

     (a) Due Authorization . The execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder to be carried out by it have been duly authorized by all necessary corporate action on the part of Toshiba. This Agreement, and all agreements and documents executed and delivered pursuant to this Agreement, constitute valid and binding obligations of Toshiba, enforceable against Toshiba in accordance with its terms, subject to applicable Bankruptcy Laws and other laws or equitable principles of general application affecting the rights of creditors generally.

     (b) No Conflicts . Neither the acquisition of the shares in the capital of UK HoldCo by NEH (the “ Share Acquisition ”) nor the execution or delivery of this Agreement by Toshiba nor the fulfillment or compliance by Toshiba with any of the terms hereof shall, with or without the giving of notice and/or the passage of time, (i) conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, (A) the organizational or charter documents of Toshiba or UK HoldCo or (B) any contract or any judgment, decree or order to which Toshiba or UK HoldCo is subject or by which Toshiba or UK HoldCo is bound, or (ii) require any consent, license, permit, authorization, approval or other action by any Person or Government Authority which has not yet been obtained or received including any such consent, license, permit, authorization, approval or other action required under the Exon-Florio Amendment. Neither the Share Acquisition nor the execution, delivery and performance of this Agreement by Toshiba or compliance with the provisions hereof by Toshiba shall violate any provision of any Law to which Toshiba or UK HoldCo is subject or by which it is bound.

     (c) No Actions . There are no lawsuits, actions (or to the best knowledge of Toshiba, investigations), claims or demands or other proceedings pending or, to the best of the knowledge of Toshiba, threatened against Toshiba or any of its Subsidiaries which, if resolved in a manner adverse to Toshiba or such Subsidiaries, would adversely affect the right or ability of Toshiba to carry out its obligations set forth in this Agreement.

     (d) Toshiba Event . As of the Effective Date, there is no Toshiba Event nor are there any events, circumstances or conditions that could reasonably be expected to lead to a Toshiba Event.

     4.2. NEH . NEH represents and warrants to Toshiba, as of the Effective Date, that:

     (a) Due Authorization . The execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder to be carried out by it have been duly authorized by all necessary corporate action on the part of NEH. This Agreement, and all agreements and documents executed and delivered pursuant to this Agreement, constitute valid and binding obligations of NEH, enforceable against NEH in accordance with its terms, subject to applicable Bankruptcy Laws and other laws or equitable principles of general application affecting the rights of creditors generally.

     (b) No Conflicts . Neither the execution or delivery of this Agreement by NEH nor the fulfillment or compliance by NEH with any of the terms hereof shall, with or without the giving of notice and/or the passage of time, (i) conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, (A) the organizational or charter documents of NEH or (B) any contract or any judgment, decree or order to which NEH is subject or by which it is bound, or (ii) require any consent, license, permit, authorization, approval or other action by any Person or Government Authority which has not yet been obtained or received. The execution, delivery and performance of this Agreement by NEH and compliance with the provisions hereof by NEH shall not violate any provision of any Law to which NEH is subject or by which it is bound.

     (c) No Actions . There are no lawsuits, actions (or to the best knowledge of NEH, investigations), claims or demands or other proceedings pending or, to the best of the knowledge of NEH, threatened against NEH or any of its Subsidiaries which, if resolved in a manner adverse to NEH or such Subsidiaries, would adversely affect the right or ability of NEH to carry out its obligations set forth in this Agreement.

5. MISCELLANEOUS.

     5.1. Governing Law . This Agreement, as to which time is of the essence, shall be construed according to, and the rights of the Parties shall be governed by, the laws of the State of New York, without reference to any conflict of laws principle that would cause the application of the laws of any jurisdiction other than the State of New York. In the event of any dispute between the Parties arising out of or in connection with this Agreement, the Parties shall use good faith efforts to resolve such dispute amicably. If the Parties cannot resolve such dispute amicably within sixty (60) days, such dispute shall be finally settled by

arbitration in London, England in accordance with the Rules of Arbitration of the International Chamber of Commerce (“ ICC ”) by three arbitrators. One arbitrator shall be appointed by Toshiba, one arbitrator shall be appointed by NEH and the third arbitrator, who shall serve as the Chair of the tribunal, shall be selected by the first two. If the third arbitrator is not chosen and nominated to the ICC for appointment within 30 days of the date of confirmation by the ICC of the latter of the two party-appointed arbitrators to be confirmed, such arbitrator shall be chosen by the ICC. Any award rendered thereby shall be final and binding on the Parties and fully enforceable. The award may include an award of costs, including reasonable attorneys’ fees and disbursements.

     5.2. Successors and Assigns . NEH shall have the right to assign, transfer, delegate, pledge or grant a security interest in any of its rights hereunder without the consent of Toshiba, (i) to any wholly-owned Subsidiary through which it holds any Shares and which shall become a party to the Shareholders Agreement, and/or (ii) to any lender or financing party or group of lenders or financing parties in connection with any financing provided by such lender(s) to NEH for the purpose of acquiring the Shares, provided , however , that such lender or financing party shall not be a Competitor of Toshiba. Toshiba shall have the right to assign this Agreement to its wholly owned Subsidiary or pursuant to Section 2.5, provided that Toshiba shall not be released of its obligations hereunder. Subject to the foregoing, the rights and obligations hereunder may not be assigned or delegated by either Party without the other’s prior written consent. The provisions hereof shall inure to the benefit of, and be binding upon, the successors and permitted assigns of the Parties.

     5.3. Entire Agreement; Amendment . This Agreement constitutes the full and entire understanding and agreement between the Parties with regard to the subject matter hereof. Any term of this Agreement may be amended only with the written consent of each Party.

     5.4. Notices and Other Communications . Any and all notices, requests, demands and other communications required or otherwise contemplated to be made under this Agreement shall be in writing and in English and shall be provided by one or more of the following means and shall be deemed to have been duly given (a) if delivered personally, when received, (b) if transmitted by facsimile, on the date of transmission with receipt of a transmittal confirmation, or (c) if by a nationally or internationally recognized courier service, on the third (3rd) day following the date of deposit with such courier service, or such earlier delivery date as may be confirmed in writing to the sender by such courier service. All such notices, requests, demands and other communications shall be addressed as follows:

To NEH at:

4171 Essen Lane
Baton Rouge, Louisiana 70809
Attention: Secretary and General Counsel
Facsimile: + 1-225-925-9146

with a copy to:

Vinson & Elkins L.L.P.
1001 Fannin, Suite 2500

Houston, Texas 77002
Attention: Clifton S. Rankin, Partner
Facsimile: +1-713-615-5162

To Toshiba at:

Toshiba Building 31B
1-1, Shibaura, 1 Chome, Minato-ku, Tokyo 105-8001, Japan
Attention: General Manager, Legal Affairs Department, Power Systems Company
Telephone: +81-3-3457-3706
Facsimile: +81-3-5444-9183

or to such other address or facsimile number as a Party may have specified to the other Party in writing delivered in accordance with this Section 5.4.

     5.5. Delays or Omissions . No delay or omission to exercise any right, power or remedy accruing to any Person hereunder, upon any breach or default under this Agreement, shall impair any such right, power or remedy nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any Person hereunder of any breach or default under this Agreement, or any waiver on the part of any Person of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing and signed by the waiving or consenting Person.

     5.6. Severability . If any provision of this Agreement is found to be invalid or unenforceable, then such provision shall be construed, to the extent feasible, so as to render the provision enforceable and to provide for the consummation of the transactions contemplated hereby on substantially the same terms as originally set forth herein, and if no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement, which shall remain in full force and effect unless the severed provision is essential to the rights or benefits intended by the Parties. In such event, the Parties shall use best efforts to negotiate, in good faith, a substitute, valid and enforceable provision or agreement which most nearly effects the Parties’ intent in entering into this Agreement.

     5.7. Further Assurances . The Parties shall perform such acts, execute and deliver such instruments and documents and do all other such things as may be reasonably necessary to effect the transactions contemplated hereby, including in the case of Toshiba causing the UK HoldCo to perform such acts, execute and deliver such instruments and documents and do all other such things as may be reasonably necessary to effect the transactions contemplated hereby.

     5.8. Costs and Expenses . The Parties shall each bear their own legal and other costs and out-of-pocket expenses arising out of the negotiation, preparation and execution of, and consummation of the transactions contemplated by, this Agreement.

     5.9. Tax . Subject to Section 3.2, Shaw acknowledges and agrees that Toshiba shall not be responsible for any tax that might be imposed on Shaw in connection with the grant by Toshiba of the Put Right to Shaw or the exercise by Shaw of the Put Right under this Agreement.

     5.10. Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. Execution and delivery of this Agreement by exchange of facsimile copies bearing the facsimile signature of a Party shall constitute a valid and binding execution and delivery of this Agreement by such Party.

     5.11. Limited Recourse to NEH .

          (a) Notwithstanding any other provision of this Agreement, the obligations of NEH hereunder are limited recourse obligations of NEH, payable solely from its own assets and only to the extent of funds available after repayment in full of the Bonds and all other Secured Obligations. No recourse shall be had to any of the members, shareholders, subscribers, directors, officers, partners, employees or agents of NEH or any of their respective successors and assigns in respect to the obligations of NEH hereunder or arising in connection herewith.

          (b) Toshiba agrees not to institute against, or join any other Person in instituting against, NEH any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings or other proceedings under U.S. federal or state bankruptcy or similar laws until at least one year and one day or, if longer, the applicable preference period then in effect plus one day, after the repayment in full of the Bonds and all other Secured Obligations.

For the purposes of this Section 5.12:

“ Secured Obligations ” means all amounts owed by NEH to the secured parties under and in connection with the Bonds.

[ Remainder of page intentionally blank .]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Signature Page to Put Option Agreement

APPENDIX A

Form of Exercise Notice

[Date]

Toshiba Corporation
Toshiba Building 31B
1-1, Shibaura, 1 Chome, Minato-ku, Tokyo 105-8001, Japan

Attn:		General Manager, Legal Affairs Department, Power Systems Company

Re:		Put Option Agreement dated [__] September 2006 (the “ Put Option Agreement ”), between Nuclear Energy Holdings, L.L.C. (“ NEH ”) and Toshiba Corporation (“ Toshiba ”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Put Option Agreement.

Dear Sir:

In accordance with Section 2.3 of the Put Option Agreement, NEH hereby provides this notice (this “ Put Exercise Notice ”) of exercise of the Put Right in the manner specified below:

A.

Shares as to which NEH is exercising the Put Right:

1.

[___] UK HoldCo Shares.

	B.		Aggregate Put Price: JPY[                      ] [; provided that, in the event that a Toshiba Event occurs after the date of this Put Exercise Notice but before the Put Closing Date designated below, the Aggregate Put Price shall be JPY[                      ] 1
	C.		Put Closing Date: [                      ] [; provided that, in the event that a Toshiba Event (other than receipt of a Call Option Exercise Notice) occurs after the date of this Put Exercise Notice but before such designated Put Closing Date, the Put Closing Date shall be the earlier to occur of such designated Put Closing Date and the date that is 30 days after the occurrence of such Toshiba Event]. 2

		Best regards,
		NUCLEAR ENERGY HOLDINGS, L.L.C.
		By:
		Name:
		Title:

EXHIBIT 10.4

SHAREHOLDERS AGREEMENT

dated as of

October 4, 2006

by and among

TOSHIBA CORPORATION

TSB NUCLEAR ENERGY INVESTMENT US INC.,

NUCLEAR ENERGY HOLDINGS, L.L.C.,

ISHIKAWAJIMA-HARIMA HEAVY INDUSTRIES CO., LTD.

and

TOSHIBA NUCLEAR ENERGY HOLDINGS (US) INC.

TABLE OF CONTENTS

		PAGE
ARTICLE 1
Definitions
SECTION 1.01 Definitions			2
ARTICLE 2
Formation and Purpose of Joint Venture
SECTION 2.01 Formation of the Company			7
SECTION 2.02 Purpose and Scope of the Company			7
ARTICLE 3
Corporate Governance; Management
SECTION 3.01 The Board			7
SECTION 3.02 The Owner Board			9
SECTION 3.03 Principal Officers			12
SECTION 3.04 Organizational Documents			13
SECTION 3.05 Shareholder Actions			13
SECTION 3.06 Dividend Policy			14
ARTICLE 4
Certain Operational Matters
SECTION 4.01 Acquisition of Westinghouse Group			15
SECTION 4.02 Repayment of Loans			16
SECTION 4.03 Annual Budget and Business Plan			16
SECTION 4.04 Shareholder Support of the Westinghouse Group Business			16
SECTION 4.05 Personnel Matters			17
SECTION 4.06 Coordination Office			18
i

		PAGE
ARTICLE 5
Certain Agreements among the Company and the Shareholders
SECTION 5.01 Confidentiality			18
SECTION 5.02 Access			20
SECTION 5.03 Financial Statements			20
SECTION 5.04 Public Announcements			21
SECTION 5.05 No Inconsistent Actions			21
SECTION 5.06 No Apparent Authority			22
SECTION 5.07 Undertaking by Shaw Sub			22
ARTICLE 6
Representations and Warranties
SECTION 6.01 Organization			22
SECTION 6.02 Authorization, Validity and Enforceability of This Agreement			22
ARTICLE 7
Transfer of Shares
SECTION 7.01 General Restrictions			23
SECTION 7.02 Permissible Transfers			23
SECTION 7.03 Legend on Share Certificates			24
SECTION 7.04 Rights of First Offer			24
SECTION 7.05 Tag-Along Rights			25
SECTION 7.06 Call Rights			26
ARTICLE 8
Arbitration
SECTION 8.01 Arbitration			28
ARTICLE 9
Liquidation
SECTION 9.01 Liquidation Events			29
SECTION 9.02 Liquidation Procedures			29
ii

		PAGE
ARTICLE 10
Miscellaneous
SECTION 10.01 Amendments; Waivers; Termination			30
SECTION 10.02 Expenses			30
SECTION 10.03 Notices			31
SECTION 10.04 Governing Law; Severability			32
SECTION 10.05 Counterparts			33
SECTION 10.06 Entire Agreement			33
SECTION 10.07 Effectiveness			33
SECTION 10.08 Binding Effect; Benefit			33
SECTION 10.09 Assignability			33
SECTION 10.10 Headings			34
SECTION 10.11 Survival			34
SECTION 10.12 Further Assurances			34
SECTION 10.13 No Third-Party Beneficiaries			34
SECTION 10.14 Specific Performance			35
SECTION 10.15 Preemptive Rights			35
iii

SHAREHOLDERS AGREEMENT

     AGREEMENT, dated as of October 4, 2006, among Toshiba Corporation, a corporation organized under the laws of Japan (“ Toshiba ”), TSB Nuclear Energy Investment US Inc., a Delaware corporation and a wholly owned Subsidiary (as defined below) of Toshiba (“ Toshiba US ”), Nuclear Energy Holdings, L.L.C., a Delaware limited liability company and a wholly owned Subsidiary (“ Shaw Sub ”) of The Shaw Group Inc., a Louisiana corporation (“ Shaw ”), Ishikawajima-Harima Heavy Industries Co., Ltd., a corporation organized under the laws of Japan (“ IHI ”), and Toshiba Nuclear Energy Holdings (US) Inc., a Delaware corporation (the “ Company ”).

     WHEREAS, Toshiba, on one part, and British Nuclear Fuels PLC and BNFL (Investments US) Ltd., on the other part (the “ Sellers ”), have entered into that certain Purchase and Sale Agreement, dated as of February 6, 2006 (the “ PSA ”), pursuant to which Toshiba has agreed to purchase all of the issued and outstanding shares of BNFL USA Group Inc. and Westinghouse Electric UK Limited (together with their Subsidiaries, the “ Westinghouse Group ”); and

     WHEREAS, Toshiba plans to cause the Company to acquire all of the issued and outstanding shares of BNFL USA Group Inc. and to cause Toshiba Nuclear Energy Holdings (UK) Limited ( “UK Acquisition Co.” ) to acquire all of the issued and outstanding shares of Westinghouse Electric UK Limited, respectively; and

     WHEREAS, Toshiba has entered into an Agreement Regarding Participation in Investment Program with each of Shaw and IHI (each, the “ Participation Agreement ”) pursuant to which (i) Toshiba has agreed to enter into investment agreements with Shaw and Shaw Sub, and with IHI, respectively (each, the “ Investment Agreement ”) governing the terms of subscriptions for shares of the Company and the UK Acquisition Co., respectively, (ii) Toshiba, Shaw and IHI have agreed to enter, and/or cause certain of their Subsidiaries to enter, into this Agreement and a similar shareholders agreement governing the UK Acquisition Co. (the “ UK Shareholders Agreement ”), (iii) Toshiba and Shaw have agreed to enter into a Commercial Relationship Agreement (the “Commercial Relationship Agreement” ) affording a preferential status to Shaw when the Westinghouse Group chooses a supplier, and (iv) Toshiba and each of Shaw and IHI have agreed to enter into Put Option Agreements (each, a " Put Option Agreement ”), subject to agreement of final documentation of all the terms and conditions hereof; and

     WHEREAS, following the Closing (as defined herein) under the Investment Agreement: (i) Toshiba US will own 1,040 shares (approximately 53%) of the Class A Stock of the Company,

par value $0.01 per share (the “ Class A Shares ”), and 2,040 shares (100%) of the Class B Stock of the Company, par value $0.01 per share (the “ Class B Shares ” and, together with the Class A Shares, the “ Shares ”) which will represent 77% of the aggregate number of the Shares then outstanding; (ii) Shaw Sub will own 800 shares (approximately 41%) of the Class A Shares which will represent 20% of the aggregate number of the Shares then outstanding; and (iii) IHI will own 120 shares (approximately 6%) of the Class A Shares which will represent 3% of the aggregate number of the Shares then outstanding; and

     WHEREAS, the parties hereto desire to set forth in this Agreement certain agreements with respect to the capitalization, management, control, shareholding and certain other matters relating to the Company;

     NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

          SECTION 1.01 Definitions

     The following terms, as used herein, have the following meanings:

     “ Affiliate ” means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with, such Person. It is acknowledged that after the date of this Agreement, Persons who are not presently Affiliates of a Party may become Affiliates of such Party, and Persons who are presently Affiliates of a Party may cease to be Affiliates of such Party.

     “ Agreement ” means this Shareholders Agreement.

     “ Annual Budget ” has the meaning set forth in Section 4.03(a).

     “ Authorized Representative ” has the meaning set forth in Section 5.01(a).

     “ Big Four Accounting Firm ” means any of (i) Deloitte & Touche LLP, (ii) Ernst & Young LLP, (iii) KPMG or (iv) PricewaterhouseCoopers LLP or, in each case, any successor thereto.

     “ Board ” means the board of directors of the Company.

     “ Business Day ” means, with respect to any place, any day except a Saturday, Sunday or other day on which commercial banks in that place are authorized by law to close.

     “ Business Plan ” has the meaning set forth in Section 4.03(b).

     “ Chairman ” means the Chairman of the Board, who shall have the authority and responsibilities set forth in this Agreement.

     “ CIC Event ” has the meaning set forth in Section 7.06(b).

     “ CIC Shareholder ” has the meaning set forth in Section 7.06(b).

     “ Class A Shares ” has the meaning set forth in the recitals.

     “ Class B Shares ” has the meaning set forth in the recitals.

     “ Closing ” means the closing of the transactions contemplated by the Investment Agreements.

     “ Closing Date ” means the date on which the Closing occurs.

     “ Commercial Relationship Agreement ” has the meaning set forth in the recitals.

     “ Company ” has the meaning set forth in the recitals.

     “ Company Value ” has the meaning set forth in Section 7.06(c).

     “ Competitor ” means any Person who, by itself or through or together with any of its Subsidiaries, is substantially engaged in the provision of nuclear power plant technology and/or nuclear fuel supply.

     “ Confidential Information ” has the meaning set forth in Section 5.01(a).

     “ Control ” of any Person (including the terms “Controlling,” “Controlled by” and “under common Control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of a majority of the voting securities, by contract or otherwise; provided, however, that when securities representing at least one-third of the voting rights at a shareholders meeting of any Person are acquired by a Competitor, Control of such Person shall be deemed changed for the purpose of this Agreement, unless such Person effectively proves such acquirer doesn’t have the power described herein.

     “ Coordination Manager ” has the meaning set forth in Section 4.06(b).

     “ Coordination Office ” has the meaning set forth in Section 4.06(a).

     “ DGCL ” means the General Corporation Law of the State of Delaware, as the same may be amended, modified or supplemented from time to time.

     “ Director ” means a member of the Board.

     “ Equity Security ” means, with respect to any Person, any stock or other ownership interest having ordinary voting power to elect directors of, or other persons performing similar functions with respect to, such Person, or any security convertible into, exercisable for or exchangeable for such stock or other ownership interest.

     “ Exercise Period End Date ” has the meaning set forth in Section 7.01(b).

     “ Extended First Offer Acceptance Period ” has the meaning set forth in Section 7.04(b).

     “ First Offer ” has the meaning set forth in Section 7.04(a).

     “ First Offer Acceptance Period ” has the meaning set forth in Section 7.04(a).

     “ First Offer Shares ” has the meaning set forth in Section 7.04(a).

     “ GAAP ” has the meaning set forth in Section 5.03(a).

     “ IB Firm ” has the meaning set forth in Section 7.06(c).

     “ IHI ” has the meaning set forth in the recitals.

     “ Insolvency Event ” has the meaning set forth in Section 7.06(a).

     “ Insolvent Shareholder ” has the meaning set forth in Section 7.06(a).

     “ Investment Agreement ” has the meaning set forth in the recitals.

     “ Liquidation Event ” has the meaning set forth in Section 9.01.

     “ Material Adv e rse Effect ” means, with respect to a Party, a material adverse effect on the condition (financial or otherwise), business, assets, results of operations or prospects (considered on a consolidated basis) of such Party.

     “ Organizational Documents ” means, collectively, the Certificate of Incorporation and By-laws of the Company in effect on the Closing Date, as each may be amended, modified or supplemented from time to time in accordance with the terms thereof.

     “ Owner Board ” has the meaning set forth in Section 3.02(a).

     “ Owner Board Chairman ” has the meaning set forth in Section 3.02(b).

     “ Owner Board Members ” has the meaning set forth in Section 3.02(b).

     “ Ownership Percentage ” means, with respect to any Shareholder at any time, the percentage derived by multiplying 100 times a fraction, the numerator of which is the total number of Shares directly or indirectly beneficially owned by such Shareholder at such time and the denominator of which is the aggregate number of Shares outstanding at such time.

     “ PSA ” has the meaning set forth in the recitals.

     “ PSA Closing ” means the closing of the transactions contemplated by the PSA.

     “ Participation Agreement ” has the meaning set forth in the recitals.

     “ Party ” means each of Toshiba, Toshiba US, Shaw Sub, IHI and the Company, and any other Person who becomes a party to this Agreement as amended, supplemented or otherwise modified from time to time.

     “ Permitted Transfer ” means (i) a pledge of Shares by Shaw Sub in connection with financing arrangements for the purchase of its Shares ( provided , however , that the key terms of such arrangements shall be disclosed to Toshiba in advance and reasonably acceptable to Toshiba), (ii) the Transfer of Shares by Shaw Sub pursuant to the provisions of its Put Agreement, (iii) the Transfer of Shares by IHI pursuant to the provisions of its Put Agreement, and (iv) any Transfer of Shares pursuant to Sections 7.02, 7.04(b), 7.05 or 7.06.

     “ Person ” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

     “ President ” has the meaning set forth in Section 3.03(a).

     “ Principal Officer ” means each of the President, the Treasurer and the Secretary.

     “ Put Option Agreement ” has the meaning set forth in the recitals.

     “ Put Period ” means the period commencing on the Closing Date and ending on the date that is thirty days after the receipt by the Shareholders of the consolidated financial statements (prepared in accordance with GAAP) of the Company and UK Acquisition Co. for the period ending September 30, 2012.

     “ Secretary ” has the meaning set forth in Section 3.03(a).

     “ Sellers ” has the meaning set forth in the recitals.

     “ Shareholder ” means each Person (other than the Company, Toshiba and Shaw) who shall be a Party, whether pursuant to the execution and delivery hereof as of the date hereof, or pursuant to Article 7 or Section 10.09, so long as such Person shall directly or indirectly beneficially own any Shares.

     “ Shares ” has the meaning set forth in the recitals.

     “ Shaw ” has the meaning set forth in the recitals.

     “ Shaw Sub ” has the meaning set forth in the recitals.

     “ Subsidiary ” means, with respect to any Person, (i) any corporation of which the outstanding stock having at least a majority of votes entitled to be cast in the election of directors under ordinary circumstances shall at the time be owned, directly or indirectly, by such Person or by such Person and a Subsidiary or Subsidiaries of such Person or by a Subsidiary or Subsidiaries of such Person or (ii) any other Person (other than a corporation) of which at least a majority of voting interests under ordinary circumstances shall at the time be owned or Controlled, directly or indirectly, by such Person or by such Person and a Subsidiary or Subsidiaries of such Person or by a Subsidiary or Subsidiaries of such Person.

     “ Tag-Along Exercise Notice ” has the meaning set forth in Section 7.05(a).

     “ Tag-Along Notice ” has the meaning set forth in Section 7.05(a).

     “ Tag-Along Notice Period ” has the meaning set forth in Section 7.05(a).

     “ Tag-Along Offer ” has the meaning set forth in Section 7.05(a).

     “ Tagging Shareholders ” has the meaning set forth in Section 7.05(a).

     “ Toshiba ” has the meaning set forth in the recitals.

     “ Toshiba Budget Calendar ” has the meaning set forth in Section 4.03(a).

     “ Toshiba US ” has the meaning set forth in the recitals.

     “ Transfer ” means to, directly or indirectly, sell, transfer, assign, pledge, encumber, hypothecate or otherwise dispose of Shares, either voluntarily or involuntarily and with or without consideration.

     “ Transferring Shareholder ” has the meaning set forth in Section 7.04(a).

     “ Treasurer ” has the meaning set forth in Section 3.03(a).

     “ UK Acquisition Co. ” has the meaning set forth in the recitals.

     “ UK Shareholders Agreement ” has the meaning set forth in the recitals.

     “ U.S. Dollars ,” “ US$ ” and “ $ ” means the lawful currency of the United States of America.

     “ WEC ” has the meaning set forth in Section 4.06(a).

     “ Westinghouse Group ” has the meaning set forth in the recitals.

ARTICLE 2

FORMATION AND PURPOSE OF JOINT VENTURE

          SECTION 2.01 Formation of the Company

     The Company has been formed by Toshiba through Toshiba US in connection with its agreement to acquire the Westinghouse Group pursuant to the PSA.

          SECTION 2.02 Purpose and Scope of the Company

     (a) The purpose and scope of the Company is to, together with the UK Acquisition Co., own the entities comprising, and oversee the activities of, the Westinghouse Group.

     (b) The Shareholders understand and acknowledge that the entities comprising the Westinghouse Group will be consolidated Subsidiaries of Toshiba.

ARTICLE 3

CORPORATE GOVERNANCE; MANAGEMENT

          SECTION 3.01 The Board

     (a) In accordance with the provisions of the Organizational Documents, the business and affairs of the Company shall be managed by and corporate powers shall be exercised by or under the direction of the Board solely to the extent required by the DGCL or as set forth herein. To the extent not so required, the business and affairs of the Company shall be managed by and corporate powers shall be exercised by or under the direction of the President.

     (b) The initial Board shall consist of three members, two of whom shall be nominated by Toshiba US, and one of whom shall be nominated by Shaw Sub. In the event that a Person acquires Shares and such Person’s Ownership Percentage exceeds 10%, then Toshiba US may provide such a Person with the right to nominate one Director and the total number of the Directors shall increase by such number; provided , however , that Toshiba US shall have the right to nominate such a number of the Directors as represent at least a majority of the member of the Board so long as Toshiba US’s Ownership Percentage is 51% or more. If at any time the Ownership Percentage of Shaw Sub is less than 10%, Shaw Sub shall lose the right to nominate one Director and promptly cause the Director nominated by it to resign from the Board, and the number of Directors will be immediately reduced by such number. Each Shareholder agrees that it will vote its Shares or execute consents, as the case may be, and take all other necessary action (including, if necessary, causing the Company to call a special meeting of Shareholders) in order to ensure that the composition of the Board is at all times as set forth in this Section 3.01 and that the nominees provided herein are elected to the Board. The members of the Board shall be the same as those of the UK Acquisition Co.’s Board.

     (c) Each Shareholder agrees that it will not vote, or grant any consent with respect to, any of its Shares in favor of the removal from the Board of any Director elected at the request of the other Shareholders unless the Shareholder entitled to nominate such Director shall have consented to such removal in writing. Each Shareholder agrees to cause to be called, if necessary, a special meeting of the Shareholders of the Company and to vote all of the Shares directly or indirectly beneficially owned by such Shareholder for, or to take all actions by written consent in lieu of any such meeting necessary to cause, the removal of any Director from the Board if the Shareholder which nominated such Director requests in a writing, signed by such Shareholder, such Director’s removal for any reason.

     (d) If, as a result of death, disability, retirement, resignation, removal or otherwise, there shall exist or occur any vacancy on the Board with respect to any Director, the Shareholder who nominated such Director in accordance with Section 3.01(b) shall within 30 days of such event notify the Board in writing of a replacement Director, and upon any such nomination (whether before or after such 30-day period) all Shareholders shall promptly take all actions necessary to ensure the election to the Board of such replacement Director to fill the unexpired term of the Director whom such new Director is replacing, including, if necessary, calling a special meeting of Shareholders and voting their Shares thereat, or executing any written consent in lieu thereof, in favor of the election of such Director.

     (e) Meetings of the Board and general Shareholder meetings shall be presided over by the President. One of the two Directors nominated by Toshiba US shall be the President. A majority of the members of the Board then in office, provided such number includes at least one Director nominated by Toshiba US, shall constitute a quorum for the transaction of business at any meeting of the Board, and all actions of the Board shall require the affirmative approval of at

least a majority of the votes of the Board to be cast at the relevant Board meeting. Each Director present at a meeting of the Board or any committee thereof shall have a number of votes at such a meeting equal to (a) the Ownership Percentage of all classes of stock of the Company, considered as a single class, owned by the Shareholder which nominated such Director for election to the Board, divided by (b) the number of Directors so nominated by such Shareholder who are present at such meeting. (By way of illustration, based on the Ownership Percentages as of the Closing Date, the Director nominated by Shaw would have 20 votes while the Directors nominated by Toshiba US who actually attend the meeting would collectively have 77 votes in the aggregate. As for Toshiba US nominated Directors, if two of them attend, then each would have 38.5 votes; if only one attends, he would have 77 votes.) In the event there is a vacancy on the Board and an individual has been nominated to fill such vacancy, the first order of business at any meeting held during such time shall be to fill such vacancy.

     (f) Any one or more members of the Board may participate in a meeting of the Board by means of a conference telephone, video conference or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

     (g) Unless otherwise prohibited by law, any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board shall be filed with the minutes of proceedings of the Board.

     (h) The languages for all meetings of the Board shall be English. Translation and interpretation shall be provided as necessary or appropriate. All minutes and other documents to be presented to the Board shall be prepared (or, in the case of exhibits, summarized) in English.

     (i) Notice of any meetings of the Board stating the place, date and hour of the meeting shall be given not less than five (5) business days before the date of the meeting.

     (j) Any Shareholder who does not have a right under this Agreement to nominate a member of the Board shall have the right to designate an observer who may attend and monitor meetings of the Board, but who shall have no voting rights.

          SECTION 3.02 The Owner Board

     (a) There shall be constituted an advisory committee for the Board and the President (the “ Owner Board ”) which shall, pursuant to authorization by the Board and to the extent permitted by the DGCL, have the following functions and responsibilities:

     (i) To advise as to the administration and supervision of matters regarding the Westinghouse Group;

     (ii) To advise as to the resolution of any matters relating to the Company and brought to it which may have a Material Adverse Effect on any Shareholder;

     (iii) To provide the Board and/or the President with general and universal advice and supervision for the business supervision of the Westinghouse Group; and

     (iv) To do such other functions and responsibilities as may be assigned by the Board.

          The Board and the President shall duly consider any opinion or recommendation made by the Owner Board.

     (b) All costs and expenses associated with the administration of the Owner Board shall be borne by the Company.

     (c) The Owner Board shall initially consist of three voting members (the “ Owner Board Members ”) and the Chairman of the Owner Board (the “ Owner Board Chairman ”), provided , however , that the number of the voting members shall increase on a one-by-one basis if the number of Shareholders increases. Each Shareholder (for the avoidance of doubt, including Toshiba US) shall be entitled to appoint one Owner Board Member (who needs not be a Director) by notifying the Board in writing, and the President (as nominated by Toshiba US in accordance with Section 3.03(a)) shall serve as the Owner Board Chairman.

     (d) If, as a result of death, disability, retirement, resignation, removal or otherwise, there shall exist or occur any vacancy on the Owner Board, the Shareholder who appointed such Owner Board Member shall within 30 days of such event notify the Board in writing of a replacement Owner Board Member.

     (e) Meetings of the Owner Board shall be presided over by the Owner Board Chairman or, in the absence of the Owner Board Chairman, the Owner Board Member nominated by Toshiba US, in which case the Owner Board Member appointed by Toshiba US shall still be entitled to exercise his votes. Members of the Owner Board representing a majority of votes to be cast, plus at least attendance of two Owner Board Members, one of whom shall be an Owner Board Member nominated by a Party other than Toshiba US, shall constitute a quorum for the transaction of business at any meeting of the Owner Board. Notice of any meetings of the Owner Board stating the place, date and hour of the meeting shall be given not less than five (5) business days before the date of the meeting.

     (f) Each Owner Board Member present at a meeting or acting by written consent (other than the Owner Board Chairman) shall have a number of votes equal to the percentage

ownership of the stockholder which appointed such person as an Owner Board Member; provided , however , that the Owner Board Chairman shall have no voting rights. Except as provided in the immediately following sentence, all actions of the Owner Board shall require the affirmative approval of at least a majority of the votes entitled to be cast at meetings of the Owner Board. Notwithstanding the foregoing, none of the following specified actions may be taken by the Company, the Board, the Owner Board or any member of the Westinghouse Group without the vote of Owner Board Members holding voting rights at least 1% in excess of the Ownership Percentage of Toshiba US and any Affiliate thereof at the time the vote is taken (i.e., initially, seventy-eight percent (78%)):

     (i) the issuance of any Equity Securities of the Company to any Person, other than pro rata issuances of Equity Securities to the Shareholders;

     (ii) the issuance by the Company of any Class A Shares, Class B Shares or any other Equity Securities which have dividend preferences;

     (iii) the issuance of any Equity Securities in any member of the Westinghouse Group to any Person other than to members of the Westinghouse Group, which will result in the change of Control of such member of the Westinghouse Group;

     (iv) the acquisition or disposition by any member of the Westinghouse Group of assets or property with a value in excess of ten million dollars ($10 million), other than in the ordinary course of business or the one already described in Schedule A attached hereto or the relevant Annual Budget;

     (v) the incurrence by any member of the Westinghouse Group of indebtedness for borrowed money in the amount of ten million dollars ($10 million) or more, other than in the ordinary course of business or the one guaranteed by Toshiba or the one already described in the relevant Annual Budget;

     (vi) any dissolution, liquidation or petition for voluntary bankruptcy of the Company or any member of the Westinghouse Group;

     (vii) any merger, consolidation, restructuring, acquisition, disposition or similar transaction involving the Company or any member of the Westinghouse Group whose total value exceeds twenty percent (20%) of the then fair market value of the Westinghouse Group’s total consolidated assets;

     (viii) the settlement of any Dispute or litigation or assumption of any obligation or liability with a value in excess of ten million dollars ($10 million) or more, other than in the ordinary course of business; and

     (ix) any material changes to the tax or accounting policies of the Company or the Westinghouse Group.

     (g) The Shareholders shall, and shall cause their respective Owner Board Members to, use their reasonable efforts to provide that ordinary meetings of the Owner Board are held at least once during each fiscal quarter. In addition, extraordinary meetings of the Owner Board may be held as necessary. In-person meetings of the Owner Board shall be held in the United States or any such other places as may be determined by the Owner Board.

     (h) Any one or more members of the Owner Board may participate in a meeting of the Owner Board by means of a conference telephone, video conference or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

     (i) The Owner Board may have an office. The office will serve as the point of contact for requests related to the Owner Board and notification made by the Owner Board Chairman and will handle any and all related administrative matters. The office also will serve as the point of contact for communications or coordination with the Shareholders and for related procedures.

     (j) Toshiba US or one or more of its Affiliates may second up to two employees to serve in the administration of the Owner Board’s functions. Each seconded employee will be subject to the supervision of, and required to comply with the rules of conduct of, the Company and/or the entity from which he or she was seconded.

     (k) The languages for all meetings of the Owner Board shall be English. Translation and interpretation shall be provided as necessary or appropriate. All minutes and other documents to be presented to the Owner Board shall be prepared (or, in the case of exhibits, summarized) in English.

          SECTION 3.03 Principal Officers

     (a) There shall be a president of the Company (the “ President ”) who, as provided in Section 3.01(a), shall, to the extent permitted by the DGCL, manage the business and affairs of and exercise the corporate powers of the Company and shall otherwise have the powers and perform such duties of management usually vesting in the Chief Executive Officer and/or President of a corporation. In addition to the President, there shall be a treasurer of the Company (the " Treasurer ”) and a secretary of the Company (the “ Secretary ” and, together with the President and the Treasurer, the “ Principal Officers ”) who shall each have the powers and perform such duties usually vesting in a treasurer or secretary, respectively, of a corporation.

     (b) Toshiba US shall be entitled to nominate the Principal Officers after consulting with other Shareholders, and each Shareholder agrees that it (i) will cause the Directors nominated by it to vote for the appointment of such nominees and (ii) will not, and will cause the Directors nominated by it not to, vote, or grant any consents with respect to, any of its Shares in favor of the removal of any Principal Officer unless Toshiba US shall have consented to such removal in writing. Each Shareholder agrees to, and will cause the Directors nominated by it to, cause to be called, if necessary, a special meeting of the Shareholders of the Company and to vote all of the Shares directly or indirectly beneficially owned by such Shareholder for, or to take all actions by written consent in lieu of any such meeting necessary to cause, the removal of any Principal Officer if Toshiba US requests in a writing, signed by Toshiba US, such Principal Officer’s removal for any reason. If, as a result of death, disability, retirement, resignation, removal or otherwise, the office of any Principal Officer shall be vacant, Toshiba US shall within 30 days of such event notify the Board in writing of a replacement, and upon such nomination (whether before or after such 30-day period) all Shareholders shall, and shall cause the Directors nominated by it to, promptly take all actions necessary to ensure the appointment of such replacement, if necessary, calling a special meeting of Shareholders and voting their Shares thereat, or executing any written consent in lieu thereof, in favor of the appointment of such nominee.

     (c) The Company may also have, upon appointment by the Board at the request of the President, such other officers, including, but not limited to, vice presidents, assistant secretaries, assistant treasurers and other officers, as may be appointed in accordance with the Organizational Documents and the DGCL.

          SECTION 3.04 Organizational Documents

     Each Shareholder shall vote its Shares or execute any consents necessary, and shall take all other actions necessary, to ensure that the Organizational Documents facilitate, and do not at any time conflict with any provision of, this Agreement or any applicable law, and to ensure that the provisions hereof are implemented notwithstanding any inconsistent provision in the Organizational Documents.

          SECTION 3.05 Shareholder Actions

     (a) Each Shareholder agrees that in the event of any duly called annual or special meeting of the holders of Shares called for the purpose of voting on the election of directors or any other matter required to be taken by the holders of Shares, such Shareholder shall appear in person or by proxy at such meeting for the purpose of obtaining a quorum, and shall vote or cause to be voted all Shares directly or indirectly beneficially owned by such Shareholder, either in person or by proxy, at any such meeting in the manner provided pursuant to this Agreement.

     (b) Notwithstanding the provisions of Section 3.05(a) above, the holders of Shares may take action by resolution in writing (in one or more counterparts) signed by the holders of a number of Shares necessary to adopt such resolution, which resolution shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held in accordance with Section 228 of the DGCL.

     (c) Any one or more holders of Shares may participate in a meeting of the holders of Shares by means of a conference telephone, video conference or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

     (d) The languages for all meetings of the holders of Shares shall be English. Translation and interpretation shall be provided by the Company at its cost as necessary or appropriate. All minutes and other documents to be presented to the holders of Shares shall be prepared (or, in the case of exhibits, summarized) in English.

          SECTION 3.06 Dividend Policy.

     (a) Dividends shall be paid if, when and in the amount declared by the Board, subject to the Organizational Documents and applicable law.

     (b) The Shareholders intend that the Company will pay dividends in cash (unless otherwise agreed among the Shareholders) in an amount such that each Shareholder shall receive at least $22,222 for each Share per fiscal year (or a corresponding fraction thereof for the first and last partial fiscal year) as dividends, and a total of $133,332 per each Share over the first twenty four fiscal quarters from the PSA Closing, subject to applicable law.

     (c) To implement the objective of Section 3.06(b), it is the policy of the Company to distribute as dividends with respect to each fiscal year of the Company a certain percentage (up to, but in no event, including dividend target shortfall of the UK Acquisition Co. set forth herein below, exceeding, 100%) of the consolidated net income of the Company and its consolidated Subsidiaries, as determined in accordance with GAAP as reflected in the consolidated financial statements of Toshiba for such period, which is available for distribution to Shareholders in accordance with applicable law (the “ Distribution Ratio ”) to satisfy the expectation set forth in Section 3.06(b) above. In any fiscal year, the Distribution Ratio may be reduced to no lower than 65%, subject to applicable law, if no A Accrual (as defined in the Certificate of Incorporation of the Company) and B Accrual (as defined in the Certificate of Incorporation of the Company) will exist after distributions for such fiscal year are made. The relative preferences of the Class A Stock and the Class B Stock shall be as set forth in the Organizational Documents. It is further the policy of the Company (i) to pay additional dividends to the holders of Class A Shares (other than Toshiba US or any successor owner of Shares owned by Toshiba US) to the extent the UK Acquisition Co. does not pay dividends in accordance with its dividend

policy with respect to Class A Shares of the UK Acquisition Co. and (ii) to reduce the amount to be paid in dividends to the holders of Class A Shares (except Toshiba US or any successor owner of Shares owned by Toshiba US) to the extent the UK Acquisition Co. pays dividends in excess of its policy with respect to Class A Shares of the UK Acquisition Co., all as described in the Organizational Documents.

     (d) The parties expect that such dividends will be paid on a quarterly basis.

     (e) All per share amounts in this Section 3.06 shall be adjusted as appropriate for any stock splits, reorganization or recapitalization with respect to the Shares of the Company.

     (f) The Shareholders will initiate discussion in a timely manner after the Closing and collectively determine a policy for the distribution of net income in excess of that required to satisfy the provisions hereof and of the Organizational Documents.

     (g) Should any former Shareholder be entitled to receive an unpaid A Accrual (as defined in the Certificate of Incorporation of the Company) under Article IV, B.3.(c) of the Certificate of Incorporation of the Company, any other Shareholder which receives distributions from the Company in violation of that provision shall return such distributions to the former Shareholder.

ARTICLE 4

CERTAIN OPERATIONAL MATTERS

          SECTION 4.01 Acquisition of Westinghouse Group

     (a) The Shareholders agree that the Company will acquire all the issued and outstanding shares of BNFL USA Group Inc. in accordance with the PSA, and will cooperate, and cause the respective Directors nominated by them to cooperate, in all respects reasonably necessary to consummate such transactions.

     (b) Toshiba will act as an agent for the Company with respect to its rights under the PSA; provided , however , if conflicts arise between Toshiba and any Shareholder regarding the exercise of any such right, such right will be exercised only after consultation with the Owner Board (if such conflict involves all Shareholders) or with each affected Shareholder (if such conflict involves a limited number of Shareholders).

     (c) Toshiba will act as an agent for the Company with respect to its obligations under the PSA; provided , however , if conflicts arise regarding such obligations, the obligations will be performed only with the consent of the Owner Board (if such conflict involves all Shareholders) or of each affected Shareholder (if such conflict involves a limited number of Shareholders).

     (d) Benefits received by the Company with respect to the PSA (net of administration fees) will, to the extent received in cash, be distributed among the Shareholders according to their respective Ownership Percentage. Expenses (including administration fees) incurred by Toshiba relating to the performance of the Company’s obligations under the PSA shall be reimbursed by the Westinghouse Group.

          SECTION 4.02 Repayment of Loans

     The Company will repay in full all loans and advances that were extended by the Sellers (but not by any member of the Westinghouse Group) to any member of the Westinghouse Group, together with accrued interest thereon as of PSA Closing, without deduction for any set-off or counterclaim. The Company will account for such funds as loans to the respective members of the Westinghouse Group, to be documented with a loan agreement substantially similar to those currently in place between the members of the Westinghouse Group and their Affiliates.

          SECTION 4.03 Annual Budget and Business Plan

     (a) The Board shall cause the Westinghouse Group to prepare an annual budget (the “ Annual Budget ”) in accordance with a calendar to be set by Toshiba from time to time to schedule the preparation of an annual budget of Toshiba and its Affiliates (the “Toshiba Budget Calendar” ). The initial Annual Budget shall be prepared, as soon as practicable after the PSA Closing and shall be promptly delivered thereafter to the Shareholders. The Owner Board shall be responsible for monitoring the implementation of the Annual Budget at least once every fiscal quarter.

     (b) The Board shall cause the Westinghouse Group to prepare a mid-term business plan (the “Business Plan” ), which is expected to cover a period of 5 years, in a manner similar to the preparation of the Annual Budget. The Business Plan shall be promptly delivered to the Shareholders after it is prepared. The first Business Plan will be based upon the business plan submitted by Toshiba to Shaw and IHI for their consideration in making their investments in the Company. The Business Plan will be reviewed and revised, to the extent necessary, not less often than every three years; provided , that , the Business Plan will be revised promptly upon changes in the Company or the business environment that have a material impact on the Westinghouse Group or the Business Plan. The Owner Board shall be responsible for monitoring the implementation of the Business Plan not less often than annually.

          SECTION 4.04 Shareholder Support of the Westinghouse Group Business

     (a) The Shareholders shall (i) cooperate and discuss how to introduce to the Westinghouse Group business opportunities that will assist it in achieving its goals as reflected in the Annual Budget and the Business Plan and (ii) reasonably make available to the Company and

the Westinghouse Group employees and/or materials that will enable the Westinghouse Group to achieve such goals.

     (b) The Parties intend that the Company and the Westinghouse Group will provide for their own capital, and no additional capital will be required from the Company or the Shareholders. In the event that the Company or the Westinghouse Group cannot provide its own capital, the Shareholders will negotiate in good faith concerning the provision of capital and will provide such necessary financial support as the Shareholders deem appropriate.

     (c) If customers, regulatory agencies, financial institutions or other relevant parties require any guarantees from the Westinghouse Group’s parent company in the ordinary course of Westinghouse Group business such as those set forth in Schedule B hereto, Toshiba will provide such guarantees; provided , however , that Toshiba may refuse to provide such guarantee if and to the extent the scope of guarantee coverage includes the business of any Shareholder (or in case of Shaw Sub, Shaw) other than Toshiba and its Affiliates. If Toshiba is required to expend any cash or otherwise incur a liability in connection with its performance of such guarantee, the Company or the Westinghouse Group shall reimburse Toshiba for such cash or liability, and Toshiba shall have no claim against any other Shareholder in respect of any such cash or liability.

     (d) The Westinghouse Group will use their own insurance provider; provided , that Toshiba will use its reasonable efforts to cause its insurance providers to insure the Westinghouse Group, at the Westinghouse Group’s expense, if it would result in a cost saving to the Westinghouse Group.

     (e) Each Shareholder may provide to the Westinghouse Group staff support and other support not in the ordinary course of business; provided , however , each Shareholder must execute a separate contract with the Westinghouse Group for such services; provided further that such services will be performed for reasonable consideration.

          SECTION 4.05 Personnel Matters

     (a) Except as set forth in Article 3, all decisions as to staffing and personnel matters relating to the Company, including recruiting sources, appropriate levels of staffing, the appropriate mix of professionals and training shall be made by the President.

     (b) All Principal Officers and senior vice presidents of WEC shall be nominated by the WEC Board of Directors based on the designation by the President of the Company. The President of the Company will notify to the other Shareholders its designations in advance.

     (c) At the PSA Closing the board of directors of WEC will be composed of seven (7) directors and shall be nominated by the sole member of WEC in accordance with the designation by the board of directors resolution of the Company.

          SECTION 4.06 Coordination Office

     (a) Toshiba shall cause Westinghouse Electric Company LLC (“ WEC ”) to have a department or division called the “ Coordination Office ”. The functions of the Coordination Office will be: (i) supporting the creation of synergy between the Shareholders businesses and the Westinghouse Group business; (ii) identifying and developing business opportunities for the Shareholders in the Westinghouse Group; and (iii) managing day-to-day communication with the Shareholders. The actual scope of the operation of the Coordination Office shall be determined by Toshiba after the consultation with the other Shareholders.

     (b) The Coordination Office will have a manager (the “ Coordination Manager ”) who is appointed or caused to resign by the WEC board of directors based on the request by the President of the Company.

     (c) The Coordination Office will be properly staffed, so that the Coordination Manager may communicate on a day-to-day basis with the Shareholders. Necessary staff will be sent from WEC and/or each Shareholder. The number of staff to be sent from each Shareholder and employment conditions shall be determined by Toshiba US after consultation with the other Shareholders, provided, however, that each Shareholder may send at least one staff to the Coordination Office

ARTICLE 5

CERTAIN AGREEMENTS AMONG THE COMPANY AND THE SHAREHOLDERS

          SECTION 5.01 Confidentiality

     (a) Each Shareholder other than Toshiba US agrees to keep confidential, and not to make any use of nor to disclose to any Person any business, economic, financial or marketing information or other confidential or proprietary information of the Company, the Westinghouse Group or of the other Shareholders or any Affiliate thereof, including, without limitation, intellectual property of a confidential nature (collectively, the “ Confidential Information ”) (other than disclosure to such Shareholder’s Affiliates or such Shareholder’s or any Affiliate’s employees, agents, advisors, or representatives responsible for matters relating to the Company (such Affiliates and each such Person (but not including any Affiliate of such Shareholder or any other such Person who is an employee, director, Affiliate or agent of a Competitor of Toshiba or the Westinghouse Group, regardless of his position with, or relationship to, such Shareholder) being hereinafter referred to as an “ Authorized Representative ”) or, in the case of Shaw Sub, disclosure to its actual or prospective finance parties (provided that Shaw Sub shall not provide any Confidential Information to any finance party, or any other Person, who is a Competitor of the Westinghouse Group) in accordance with the terms of (or the implementation of) its financing arrangements for the purchase of its Shares; provided , that , prior to any disclosure to

any such Authorized Representative or finance party, each Shareholder other than Toshiba US shall advise such Authorized Representative or finance party of the obligations set forth in this Section 5.01 and direct such Authorized Representative or finance party to treat such Confidential Information confidentially). Notwithstanding the foregoing, the following will not constitute “Confidential Information” for purposes of this Section 5.01: (i) information that is publicly known at the time of proposed disclosure by such Shareholder, Authorized Representative or finance party; (ii) information that is obtained by a Shareholder, Authorized Representative or finance party from a third party other than the Company, members of the Westinghouse Group or another Shareholder who, to the knowledge of the Shareholder or the Authorized Representative, is not disclosing such information in breach of a duty of confidentiality; (iii) information that is developed by such Shareholder or Authorized Representative independent of any Confidential Information of the Company, any member of the Westinghouse Group or another Shareholder or (iv) financial statements and other information required to be disclosed by Shaw pursuant to the Securities Exchange Act of 1934 and the rules thereunder or required to be disclosed by Toshiba or IHI under the Securities and Exchange Law of Japan.

     (b) In the event that any Shareholder (or any of its Authorized Representatives or any finance party) other than Toshiba US receives a request to disclose all or any part of the Confidential Information (by oral questions, interrogatories, requests for information or other processes) or if any Shareholder (or any public company which Controls such Shareholder) is required to disclose all or any part of the Confidential Information pursuant to any rule or requirement of the Securities Exchange Commission or a similar governmental agency, such Shareholder agrees to (i) immediately notify the Company in writing of the existence, terms and circumstances surrounding such request, (ii) consult with the Company on the advisability of taking legally available steps to resist or narrow such request and, upon the request of and at expense of the Company provide reasonable cooperation with respect to any efforts by the Company to obtain a protective order or other appropriate remedy, and (iii) if disclosure of such Confidential Information is required, exercise its reasonable best efforts, at the Company’s request and expense, to obtain an order or other reliable assurance that confidential treatment will be accorded to any portion (or all) of the disclosed portion of the Confidential Information as the Company so designates. Notwithstanding the foregoing, after compliance with the immediately preceding sentence, a Shareholder (or any of its Authorized Representatives or any finance party) may disclose Confidential Information as required by any governmental authority, provided that it will (i) inform such authority that the Confidential Information is subject to this Agreement, (ii) furnish a copy of this Agreement to such authority, (iii) furnish only that portion of the Confidential Information which the Shareholder believes in good faith, after receiving advice from counsel, it is legally required to disclose, (iv) exercise its reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to such Confidential Information, and (v) advise the Company in writing prior to making such disclosures.

     (c) The provisions of Section 5.01 (a) and (b) above shall apply mutatis mutandis to Toshiba US if the Confidential Information of Shareholders other than Toshiba US and its Affiliates is concerned.

     (d) Each Shareholder will take adequate security and precautionary measures to effect compliance with this Section 5.01 by its Authorized Representatives who shall be given access to Confidential Information as permitted herein and will be responsible for such compliance by such Persons.

          SECTION 5.02 Access

     Subject to the confidentiality obligations of each Shareholder and its Authorized Representatives under Section 5.01, each Shareholder shall have the right, during usual business hours upon reasonable notice and at such Shareholder’s expense, to (i) visit the offices of the Company in order to inspect the books and records of the Company, (ii) inspect the books and records of the Westinghouse Group, but not at the offices of the Westinghouse Group, and (iii) discuss the affairs of the Company and the Westinghouse Group with the officers of the Company and the Westinghouse Group. The Company shall not be required to maintain any books and records for a period in excess of five years from the date of the making or receipt thereof, unless a Shareholder reasonably requests that they be maintained for a longer period, except for those records, if any, required by applicable law to be kept for a longer period.

          SECTION 5.03 Financial Statements

     (a) The Company’s fiscal year shall begin on April 1 and end on March 31 of the following year. As soon as practicable following the end of each fiscal year of the Company, but in any event within 75 days after the end of each fiscal year (unless the Company obtains an extension from the Shareholders, which shall not be unreasonably delayed or withheld), the Company shall cause to be prepared and furnished to each Shareholder, at the Company’s expense, consolidated financial statements consisting of a balance sheet, profit and loss account and cash flow statement of the Company and its subsidiaries including financial notes thereto, for such fiscal year, in each case setting forth comparative figures for the preceding fiscal year (except with respect to the initial such financial statements, for which a prior period comparison will not be required), and certified by independent certified public accountants of a Big Four Accounting Firm as to fairness of presentation, consistency and preparation in accordance with US generally accepted accounting principles (“ GAAP ”) audited in accordance with US generally accepted auditing standards.

     (b) No later than 40 days following the end of each fiscal quarter (unless the Company obtains an extension from the Shareholders, which shall not be unreasonably delayed or withheld), the Company shall cause to be prepared and furnished to each Shareholder, at the Company’s expense, unaudited consolidated financial statements of the Company and its

subsidiaries including financial notes thereto, in each case setting forth comparative figures for the related periods in the prior fiscal year (except with respect to financial statements provided for the initial four quarters, for which prior period comparisons will not be required) and certified by the Company as to preparation in accordance with GAAP (except for the absence of notes thereto).

     (c) As soon as practicable following the end of each month, the Company shall cause to be prepared and furnished to each Shareholder, at the Company’s expense, financial statements and other reports of the Company as and in the format reasonably requested by Toshiba US.

     (d) Subject to Section 5.01, at the reasonable request of any Shareholder and at such Shareholder’s expense, the Company shall prepare and deliver to each Shareholder, as soon as reasonably practicable following such request, any additional financial information and statements as such Shareholder shall from time to time reasonably request in order to prepare such Shareholder’s consolidated financial statements and/or exercise its rights and obligations under this Agreement. The Company shall have no obligation to deliver such information if, and to the extent that, the collection and/or production of such information would adversely impact the Company’s day-to-day operations; provided, however, that the Company shall have the obligation to prepare and deliver three years of historical audited and interim unaudited financial information of the Westinghouse Group prepared in accordance with GAAP and such other financial information as required to be filed by Shaw with the Securities Exchange Commission. The requesting Shareholder shall be responsible for any incremental costs or expenses incurred by the Westinghouse Group in connection with additional information it requests pursuant to this Section 5.03(d).

          SECTION 5.04 Public Announcements

     The Parties agree to consult with each other before issuing any press release or making any public statement with respect to the Company or its affairs, except for such releases and statements issued or made by the Company in the ordinary course of business and, except as may be required by applicable law, rule or regulation or any listing agreement with any securities exchange, no Party will issue any such press release or make any such public statement without the prior approval of the other Parties hereto, which shall not be unreasonably withheld or delayed.

          SECTION 5.05 No Inconsistent Actions

     Each Shareholder agrees that, except as expressly permitted in or required by this Agreement, it shall not (a) grant any proxy, or enter into or agree to be bound by any voting trust, with respect to any Shares, (b) enter into any shareholder agreements or arrangements of any kind with any Person with respect to any Shares or (c) take any other action which is inconsistent with the provisions of this Agreement, including, but not limited to, agreements or arrangements

with respect to the acquisition, disposition or voting of Shares (but except for any financing activities of Shaw ( provided , however , that the key terms of such activities shall be disclosed to Toshiba in advance and reasonably acceptable to Toshiba) and the Put Option Agreement, or act, for any reason, as a member of a group or in concert with any other Persons in connection with the acquisition, disposition or voting of Shares in any manner which is inconsistent with the provisions of this Agreement.

          SECTION 5.06 No Apparent Authority

     Neither the Company nor any director, officer or employee thereof shall, in such capacity, have the authority to bind, commit or otherwise obligate any Shareholder (whether in its capacity as Shareholder or otherwise) or its Affiliates (other than the Company and its Subsidiaries) in any manner whatsoever.

          SECTION 5.07 Undertaking by Shaw Sub

     Shaw Sub will not conduct any activities other than activities related to its ownership of the Class A Shares and the shares of Class A Stock of the UK Acquisition Co., and any financing activities related thereto.

ARTICLE 6

REPRESENTATIONS AND WARRANTIES

     Each of the Parties hereby, severally and not jointly, represents and warrants to the other Parties as follows:

          SECTION 6.01 Organization

     Such Party is duly organized, validly existing and (where such concept is recognized) in good standing under the laws of its jurisdiction of organization with all requisite power and authority to own, operate and lease its properties and to carry on its business as now being conducted.

          SECTION 6.02 Authorization, Validity and Enforceability of This Agreement

     Such Party has the power and authority to execute, deliver and perform this Agreement, has taken all necessary action to authorize its execution and delivery of this Agreement and has taken all necessary corporate action to perform this Agreement and to consummate the transactions contemplated herein. This Agreement has been duly executed and delivered by such Party and, assuming valid execution and delivery by the other Parties, constitutes the legal, valid and binding agreement of such Party, enforceable against it in accordance with its terms.

ARTICLE 7

TRANSFER OF SHARES

          SECTION 7.01 General Restrictions

     (a) Except with the prior written consent of the other Shareholders (in the case of a Transfer by Toshiba US) or of Toshiba US (in the case of a Transfer by any other Shareholders), no Shareholder shall Transfer any of its Shares prior to October 1, 2012, except for Permitted Transfers.

     (b) In addition to the restriction on Transfers set forth in Section 7.01(a), no Shareholder shall Transfer any of its Shares without the prior approval of the Board and the Owner Board, whether or not such Transfer occurs before, on or after the Exercise Period End Date (as defined in the Put Option Agreement), except for Permitted Transfers.

     (c) As a condition to the effectiveness of any Transfer permitted by this Agreement, the transferee must deliver a certificate to the Company and the other Shareholders stating that it agrees to be bound by the terms and conditions of this Agreement in accordance with Section 10.09, unless the transferee is already a Party.

     (d) All Transfers of Shares, including, without limitation, Transfers by encumbrance of Shares, shall be recorded in the shareholder’s ledger of the Company.

     (e) Upon any Transfer made in accordance with this Article 7, the Shareholders shall make such amendments to this Agreement as shall be necessary to reflect the addition of a transferee, if applicable.

          SECTION 7.02 Permissible Transfers

     Each Shareholder may Transfer, upon receipt of the prior written consent of the other Shareholders, which consent shall not be unreasonably withheld, all (but not less than all) of its Shares to any of its Affiliates that such Shareholder Controls; provided, however , (i) such Shareholder shall pay all costs, taxes and fees associated with such transfer, (ii) any Affiliate to whom Shares are transferred, prior to such transfer, shall deliver an certificate to the Company and the other Shareholders stating that it agrees to be bound by the terms and conditions of this Agreement in accordance with Section 10.09 and the transferring Shareholder shall be jointly and severally liable with its transferee Affiliates with respect to such Affiliates’ performance of this Agreement, (iii) all necessary third party consents and regulatory approvals with respect to such proposed transfer shall have been obtained and (iv) prior to such time as such Shareholder no longer Controls such Affiliate, such Shareholder will reacquire the Shares from such Affiliate.

     (b) Notwithstanding the restrictions on Transfer set forth in this Article 7, for so long as Toshiba US’s Ownership Percentage exceeds fifty-one percent (51%), Toshiba shall be entitled to freely transfer its Shares to one or more additional investors; provided , however , that (i) such Transfer shall be subject to the restrictions of this Agreement if, immediately following such Transfer, Toshiba’s Ownership Percentage would be less than fifty-one percent (51%) and (ii) all such Transfers shall comply with the provision of Sections 7.01(c), 7.01(d) and 7.01(e). For so long as Shaw Sub’s Ownership Percentage exceeds fifteen percent (15%), Toshiba US shall not transfer any Shares pursuant to this Section 7.02(b) to a Person whose scope of business is substantially similar to that of Shaw, without Shaw Sub’s prior written consent; provided , however , that Toshiba US shall not transfer any Shares pursuant to this Section 7.02(b) to such a Person without Shaw Sub’s prior written consent if Shaw Sub’s Ownership Percentage falls below fifteen percent (15%) solely due to dilution caused by equity offerings of the Company.

     (c) Notwithstanding the restrictions on Transfer set forth in this Article 7, Shaw Sub and IHI shall be entitled to freely transfer their Shares pursuant to the Put Option Agreements.

SECTION 7.03 Legend on Share Certificates

     In addition to any other legend that may be required, each certificate for Shares that is issued to any holder thereof shall bear a legend in substantially the following form:

“THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER APPLICABLE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE THEREWITH. SUCH SHARES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE SHAREHOLDERS AGREEMENT DATED AS OF OCTOBER 4, 2006, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM THE ISSUER HEREOF.”

SECTION 7.04 Rights of First Offer

     (a) If, but always subject to the provisions of Section 7.01, any Shareholder proposes to Transfer any Shares (a “ Transferring Shareholder ”) other than pursuant to Section 7.02, the Transferring Shareholder shall, at least 60 days prior to such Transfer, deliver to the other Shareholders an offer (the “ First Offer ”) to Transfer such Shares upon the terms set forth in this Section 7.04. The First Offer shall state (i) the number and type of Shares the Transferring Shareholder proposes to Transfer (the “ First Offer Shares ”) and the name of the Transferring Shareholder, (ii) the name and address of the proposed offeree (if determined) and (iii) the proposed amount and type of consideration (including, if the consideration consists in whole or

in part of non-cash consideration, such information available to the Transferring Shareholder as may be reasonably necessary for the other Shareholders to properly analyze the economic value and investment risk of such non-cash consideration) and the terms and conditions of payment of the proposed Transfer, and shall be accompanied by a written offer from the proposed offeree (if determined) confirming the terms of the First Offer. The First Offer shall remain open and irrevocable for a period of sixty (60) days (the “ First Offer Acceptance Period ”) from the date of its receipt by the other Shareholders.

     (b) Any Shareholder may accept the First Offer and purchase its pro rata portion of the First Offer Shares (based on the ratio such Shareholder’s Ownership Percentage bears to the Ownership Percentages of all Shareholders to which a First Offer Notice was delivered) by delivering to the Transferring Shareholder a notice of such acceptance in writing within the First Offer Acceptance Period. If any of the other Shareholders (other than Toshiba US) fails to accept the First Offer, then Toshiba US shall have the right to accept such portion of the First Offer as is not accepted by such other Shareholder within 14 days after the expiry of the First Offer Acceptance Period (the " Extended First Offer Acceptance Period ”). As promptly as practicable after any Shareholder’s acceptance of the First Offer, such Shareholder and the Transferring Shareholder shall enter into a customary purchase agreement for the Transfer of such shares reflecting the terms and conditions set forth in the First Offer Notice.

     (c) If the other Shareholders do not, in the aggregate, purchase all of the First Offered Shares, then the Transferring Shareholder may, within sixty (60) days after the expiration of the First Offer Acceptance Period or the Extended First Offer Acceptance Period, as the case may be, Transfer to the original offeree thereof any or all of the First Offered Shares not purchased by the other Shareholders on terms and conditions no more favorable to the original offeree thereof than are described in the First Offer, subject to Section 7.05, if applicable.

     (d) The provisions of this Section 7.04 shall not apply to Transfers contemplated by Section 7.05, Section 7.06 and any Permitted Transfer.

          SECTION 7.05 Tag-Along Rights

     (a) Toshiba US or any transferee thereof hereby agrees that if it wishes to Transfer, in one transaction or in a series of related transactions, to any third party Shares constituting a majority of the Shares held by it as of the Closing Date, then the terms and conditions of such Transfer shall include an offer by the transferee to the other Shareholders (the “ Tagging Shareholders ”) to include, at the option of each Tagging Shareholder, in the Transfer to the third party, all of the Shares beneficially owned by such Tagging Shareholder. If Toshiba US receives a bona fide offer to Transfer from a third party (a “ Tag-Along Offer ”), in one transaction or in a series of related transactions, a majority of the Shares held by it as of the Closing Date which it desires to accept, Toshiba US shall then cause the Tag-Along Offer to be reduced to writing and shall provide written notice (the “ Tag-Along Notice ”) of such Tag-Along Offer to the Tagging

Shareholders in the manner set forth in this Section 7.05. The Tag-Along Notice shall contain an offer by such third party to purchase or otherwise acquire, in addition to the Shares being acquired from Toshiba US, all of the Shares from the Tagging Shareholders at the same price and on the same terms and conditions as contained in the Tag-Along Offer and shall be accompanied by a true and correct copy of the Tag-Along Offer (which shall identify the third party purchaser, the number of Shares which the third party is seeking to purchase or otherwise acquire with respect to which the Shareholders other than Toshiba US have not exercised rights of First Offer under Section 7.04, the price contained in the Tag-Along Offer and all the other terms and conditions of the Tag-Along Offer). Each of the Tagging Shareholders desiring to accept the Tag-Along Offer shall, within sixty (60) days after the date the Tag-Along Notice is received by such Tagging Shareholder (the “ Tag-Along Notice Period ”), deliver a written notice to Toshiba US (the “ Tag-Along Exercise Notice ”). In the event such third party purchaser shall modify the Tag-Along Offer in any way, Toshiba US shall send an amended Tag-Along Notice to the Tagging Shareholders reflecting such modifications and each Tagging Shareholder shall have until the later of thirty (30) days after the date such amended Tag-Along Notice is received by the it or the end of the original Tag-Along Notice Period, to deliver an amended Tag-Along Exercise Notice.

     (b) If as of the termination of the Tag-Along Notice Period, any Tagging Shareholder shall not have accepted the Tag-Along Offer, such Tagging Shareholder shall be deemed to have waived any and all of its rights under this Section 7.05; provided, that , such sale or disposition is completed on the terms set forth in the Tag-Along Notice within thirty (30) days after the termination of the Tag-Along Notice Period.

          SECTION 7.06 Call Rights

     (a) In the event that any Shareholder other than Toshiba US is or becomes (or there are reasonable grounds for believing any Shareholder other than Toshiba US is or has become) insolvent, in liquidation or in voluntary or involuntary reorganization (each, an “ Insolvency Event ”), any of the other Shareholders may request valuation of the Company in accordance with Section 7.06(c). Within ninety (90) days after the determination of the Company Value pursuant to Section 7.06(c), each Shareholder shall have the right to purchase some or all its pro rata portion of the Shares owned by the Shareholder triggering the Insolvency Event (the “ Insolvent Shareholder ”) (such pro rata portion to be equal to the ratio of such purchasing Shareholder’s Ownership Percentages to the Ownership Percentages of all Shareholders other than the Insolvent Shareholder) by delivering to the Insolvent Shareholder a notice of such acceptance in writing within such period. Each Shareholder may also exercise the right before the determination of the Company Value pursuant to Section 7.06(c), and if so such Shareholder may cancel the exercise within thirty (30) days after such determination. As promptly as practicable after any Shareholder’s exercise of such right (or if a Shareholder exercises such right before such determination of the Company Value, after such determination), such Shareholder

and the Insolvent Shareholder shall enter into a customary purchase agreement for the purchase of such Shares. If one or more of the Shareholders has not indicated a desire to purchase all of the Shares permitted to be purchased by it pursuant to this Section 7.06(a), then the other Shareholders who have indicated a desire to purchase Shares in excess of the amounts otherwise permitted to be purchased by such Shareholder pursuant to this Section 7.06(a) shall be allocated the right to purchase an additional number of Shares until the entire number of Shares owned by the Insolvent Shareholder and desired to be so purchased shall have been allocated among the participating Shareholders.

     (b) In the event that Control of any Shareholder (in case of Shaw Sub, including Control of Shaw) other than Toshiba US is directly or indirectly transferred or conveyed to, or is acquired by (or there are reasonable grounds for believing it has been), (i) a Competitor of Toshiba or (ii) any other Person and Toshiba US has not consented to such change in Control (which consent will not be unreasonably withheld in the case of acquisition by any Person other than a Competitor) (a “ CIC Event ”), Toshiba US may request valuation of the Company in accordance with Section 7.06(c). Within ninety (90) days of the determination of the Company Value pursuant to Section 7.06(c), Toshiba US shall have the right to purchase all (but not less than all) of the Shares owned by the Shareholder triggering the CIC Event (the “ CIC Shareholder ”) by delivering to the CIC Shareholder a notice of such acceptance in writing within such period. Toshiba US may also exercise the right before the determination of the Company Value pursuant to Section 7.06(c), and if so Toshiba US may cancel the exercise within thirty (30) days after such determination. As promptly as practicable after Toshiba US’s exercise of such right (or if Toshiba US exercises such right before such determination of Company Value, after such determination), Toshiba US and the CIC Shareholder shall enter into a customary purchase agreement for the purchase of such Shares. The CIC Shareholders agree not to exercise any of its rights hereunder as well as those as a shareholder pending the completion of the acquisition by Toshiba of the Shares owned by the CIC Shareholder. For the avoidance of doubt, CIC Shareholder may not disclose any Confidential Information of the Company, the Westinghouse Group, and other Shareholders and their respective Affiliates to any third party including a Person Controlling the CIC Shareholder except in compliance with this Agreement.

     (c) Upon the occurrence of an Insolvency Event or a CIC Event, the Shareholders shall seek to agree upon the fair market value of the Company as of the date of such event determined on a going concern basis, without minority discount, marketability discount or premium for change of control, taking into account such considerations as would customarily affect the price at which a willing seller would sell and a willing buyer would buy in an arm’s-length transaction (the “ Company Value ”). If the Shareholders are unable to agree upon the Company Value within 60 days after the Insolvency Event or CIC Event, as applicable, then Shareholders holding 1% over the Ownership Percentage of Toshiba US and its Affiliates at the time of the Insolvency Event or CIC Event (i.e., initially Shareholders holding seventy-eight

percent (78%)) of the Shares shall appoint an independent investment banking firm of recognized international standing (the “ IB Firm ”) reasonably acceptable to each of them to make a determination of the Company Value. When the IB Firm has been selected, each of the Shareholders shall be permitted to submit a written submission within 20 days as to the matters such Shareholder believes are relevant to determination of the Company Value by the IB Firm; copies of the written submissions of each Shareholder shall be sent to the other Shareholders. The IB Firm shall allow each Shareholder 10 days in which to comment in writing on the written submissions of the other Shareholders. Within 45 days thereafter, the IB Firm shall determine the Company Value.

     (d) In the event that any Shareholder exercises the put rights set forth in its Put Option Agreement and the call rights set forth in this Section 7.06 have been, or subsequently are, exercised with respect to the same Shares, the provisions of such Put Option Agreement shall have priority.

     (e) In no event shall a holder of the Class A Shares have any obligation to sell any Class A Shares under this Section 7.06 unless all of its Class A Shares are purchased hereunder and all of such Shareholder’s (or its Affiliates’) Shares of the UK Acquisition Co. are also purchased concurrently.

ARTICLE 8

ARBITRATION

          SECTION 8.01 Arbitration

     (a) All disputes, controversies or claims (“ Disputes ”) arising out of or relating to this Agreement shall first be settled as far as possible by negotiations between the Parties to the Dispute, in the form of meetings between senior-management level representatives of such Parties from their respective nuclear energy businesses, upon the written request (a “ Request ”) by any such Party to the other such Parties.

     (b) If the Parties to the Dispute are unable to resolve a Dispute within two weeks after receipt by a Party of a Request, then such Dispute shall be settled as far as possible by negotiations between the Parties to the Dispute, in the form of meetings of representative officers (senior vice president or equivalent or above) of such Parties from their respective nuclear energy business.

     (c) If the Parties to the Dispute are unable to resolve a Dispute within four (4) weeks after receipt by any Party of a Request, then any Party may submit the Dispute to arbitration to be finally and exclusively resolved under the Arbitration Rules of the International Chamber of Commerce (“ ICC ”) then in effect (the “ Rules ”), except as modified herein. Except as otherwise

agreed by the Parties to any such arbitration, any such arbitration shall be conducted by a number of arbitrators equal to the number of Parties to the Dispute plus one and each of the Parties to the Dispute shall each select one arbitrator in accordance with the Rules, provided , however , that if both Toshiba and Toshiba US are the Parties to the Dispute, they should be considered as one Party for these purposes and they shall be entitled to select only one arbitrator. The arbitrators so nominated, once confirmed by the International Court of Arbitration of the ICC (“ ICC Court ”), shall nominate an additional arbitrator to serve as chairman, such nomination to be made within 30 days of the confirmation by the ICC Court of the second arbitrator. If the initial arbitrators shall fail to nominate an additional arbitrator within said 30-day period, such additional arbitrator shall be appointed by the ICC Court. The arbitrators shall be required to submit a written statement of their findings and conclusions. Except as otherwise agreed by the Parties to such Dispute, exclusive venue of arbitration shall be New York, New York, and the language of the arbitration shall be English and each of the Parties hereby submits to the non-exclusive jurisdiction of the state and federal courts located in New York, New York for such purpose and for the enforcement of any arbitral award. By agreeing to arbitration, the Parties do not intend to deprive any court of its jurisdiction to issue any pre-arbitral injunction, pre-arbitral attachment or other order in aid of arbitration proceedings.

     (d) None of the Parties or the arbitrators shall select any Arbitrator for the arbitral tribunal who has any interest in the Dispute or who has, or within the immediately preceding five years has had, any economic or other relationship with any Party to the Dispute.

     (e) The award of the arbitrators shall be final and binding upon the Parties, and shall be the sole and exclusive remedy between and among the Parties regarding any claims, counterclaims, issues, or accounting presented to the arbitral tribunal. Judgment upon any award may be entered in any court having jurisdiction thereof.

ARTICLE 9

LIQUIDATION

          SECTION 9.01 Liquidation Events

     The Company shall commence the winding up and liquidation of its business upon the first to occur of any of the following (each a “ Liquidation Event ”):

     (i) the sale of all or substantially all of the Company’s assets; and

     (ii) an affirmative approval of the Board to liquidate or otherwise dissolve or wind up the Company.

          SECTION 9.02 Liquidation Procedures

     (a) Any work in progress or continuing engagement of the Company at the time of the occurrence of any Liquidation Event shall be continued thereafter in an orderly fashion consistent with the winding up of the Company and to the extent practicable shall be conducted thereafter by the Shareholders outside of the Company.

     (b) The proceeds of the liquidation of the Company shall be distributed to the holders of the Shares in compliance with the provisions and preferences set forth in the Certificate of Incorporation of the Company.

     (c) Upon the occurrence of a Liquidation Event, the Principal Officers shall make or cause to be made all appropriate filings, notifications and certifications and take all other actions necessary or desirable in order to effectuate the orderly liquidation of the Company in accordance with the terms of this Agreement.

ARTICLE 10

MISCELLANEOUS

          SECTION 10.01 Amendments; Waivers; Termination

     (a) Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by Shareholders representing 1% over the Ownership Percentage of Toshiba US and its Affiliates at the time of such amendment (i.e., initially seventy-eight percent (78%)) of the Ownership Percentages of all Shareholders, or in the case of a waiver, by the Party against whom the waiver is to be effective. Notwithstanding the foregoing, if any amendment to this Agreement would adversely affect the rights of a Shareholder hereunder, such amendment shall require the express written consent of such Shareholder.

     (b) No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

     (c) This Agreement shall terminate with respect to Shareholders who no longer hold any shares of capital stock of the Company and such Shareholders shall no longer be party to this Agreement.

          SECTION 10.02 Expenses

     Except as otherwise specifically provided herein, all costs and expenses incurred by a Party in connection with the execution and delivery of this Agreement shall be paid by the Party incurring such costs or expenses.

          SECTION 10.03 Notices

     Any notices and other communications required to be given pursuant to this Agreement shall be in writing in English and shall be effective upon delivery by hand or upon receipt if sent by mail (registered or certified mail, postage prepaid) or upon transmission if sent by facsimile (with request for confirmation of receipt in a manner customary for communications of such respective type), except that if notice is received after 5:00 p.m., local time, on a Business Day at the place of receipt, it shall be effective as of the following Business Day. Notices are to be addressed as follows:

If to Toshiba or Toshiba US or the Company, to:

Toshiba Corporation
Toshiba Building 31B
1-1-1, Shibaura, Minato-ku, Tokyo 105-8001, Japan
Attention: General Manager Legal Affairs Department, Power Systems and Services Company
Facsimile No.: + 81-3-5444-9183
Email: ushio.kawaguchi@toshiba.co.jp

with a copy, which shall not constitute notice, to:

Skadden, Arps, Slate, Meagher & Flom LLP
Izumi Garden Tower 21 ^st Floor
1-6-1 Roppongi Minato-ku, Tokyo, 106-6021, Japan
Attention: Mitsuhiro Kamiya, Partner
Facsimile No.: + 81-3-3568-2626
Email: mkamiya@skadden.com

If to Nuclear Energy Holdings, L.L.C., to:

The Shaw Group, Inc.
4171 Essen Lane
Baton Rouge, Louisiana 70809
Attention: Gary Graphia, Secretary and General Counsel
Facsimile No.: + 1-225-925-9146
Email: gary.graphia@shawgrp.com

with a copy, which shall not constitute notice, to:

Vinson & Elkins LLP
1001 Fannin Street, Suite 2300
Houston, TX 77002
Attention: David Stone, Partner
Facsimile No.: + 1-713-615-5141
Email: dstone@velaw.com

If to IHI, to:

Ishikawajima-Harima Heavy Industries Co., Ltd.
1, Shin-Nakahara-cho,
Isogo-ku, Yokohama 235-8501, Japan
Attention: Kazuo Watanabe, Associate Director & Division Director, Nuclear Power Division
Facsimile No.: +81-45-759-2524
Email: kazuo_watanabe@ihi.co.jp

with a copy, which shall not constitute notice, to

White & Case LLP / Tokyo Office
19-1, Kandanishiki-cho 1-chome
Chiyoda-ku, Tokyo 101-0054, Japan
Attention: Robert F. Grondine
Facsimile No.: +81-3-3259-0155
Email: rgrondine@whitecase.com

or to such other respective addresses as any Party shall designate to the others by notice in writing, provided that notice of a change of address shall be effective only upon receipt. Any Person who becomes a Party shall provide its address and fax number to the Company, which shall promptly provide such information to each other Shareholder.

          SECTION 10.04 Governing Law; Severability

     This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the principles of conflicts of law thereof (other than Sections 5-1401 and 5-1402 of the New York General Obligation Law) but except to the extent the internal laws of the State of Delaware are required to apply. If it shall be determined by an arbitration tribunal or a court of competent jurisdiction that any provision or wording of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not invalidate the entire Agreement, in which case this Agreement shall be construed so as to limit

any term or provision so as to make it enforceable or valid within the requirements of New York law, and, in the event such term or provision cannot be so limited, this Agreement shall be construed to omit such invalid or unenforceable provisions.

          SECTION 10.05 Counterparts

     This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Executed counterparts delivered by facsimile or electronically will be considered for all purposes to be equivalent to the executed original for binding effect.

          SECTION 10.06 Entire Agreement

     This Agreement contains the entire agreement among the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, among the Parties with respect to such subject matter, including the Participation Agreements. No representation, inducement, promise, understanding, condition or warranty not set forth in this Agreement has been made or relied upon by any Party.

          SECTION 10.07 Effectiveness

     This Agreement shall become effective subject to and effective upon the Closing and only upon the execution and delivery hereof by all of the Parties and shall continue in full force and effect until the dissolution of the Company, except as may be terminated earlier by the Parties; provided, however, that if the Investment Agreement is terminated prior to the Closing this Agreement shall also terminate as to such terminated Parties, without any further action by the Parties.

          SECTION 10.08 Binding Effect; Benefit

     This Agreement shall inure to the benefit of and, subject to Section 10.07, be binding upon the Parties and their respective heirs, successors, legal representatives and permitted assigns. Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the Parties and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

          SECTION 10.09 Assignability

     (a) Except as otherwise expressly provided herein, neither this Agreement nor any right or obligation hereunder may be assigned or delegated in whole or in part by any Party without the prior written consent of the other Parties, and any such attempted assignment or delegation without such consent shall be null, void ab initio and without effect. Any permitted

assignment of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Any Person acquiring Shares who is required by the terms of this Agreement to become a Party hereto shall execute and deliver to the Company and the other Shareholders an agreement to be bound by this Agreement and shall thenceforth be a “Shareholder,” and any Shareholder who ceases to beneficially own any Shares at all shall cease to have any rights or obligations hereunder (other than as provided in Sections 3.06, (but only with respect to the A Accruals, as such term is defined in the Certificate of Incorporation of the Company), 5.01, 8.01, Article 9 (but only with respect to the A Accruals) and 10.02).

     (b) The restrictions in paragraph (a) above shall not apply to collateral assignment by Shaw Sub in connection with its financing arrangements for the purchase of its Shares; provided that (i) the terms of any such collateral assignment require that any enforcement thereof shall only be carried out in conjunction with a transfer to such assignee of the Shares owned by Shaw Sub and (ii) such assignee must execute an acknowledgement that it shall be bound by the obligations of Shaw Sub pursuant to this Agreement as a condition to enforcing any rights hereunder.

          SECTION 10.10 Headings

     Section headings contained in this Agreement are for reference only and are not intended to describe, interpret, define or limit the scope or intent of this Agreement or any provision hereof.

          SECTION 10.11 Survival

     The provisions of Sections 5.01, 7.02, 8.01, 10.02, 10.03, 10.04 and 10.13 and of this Section 10.11 shall survive any termination of this Agreement and any dissolution of the Company, together with the liability of any Party with respect to a breach of any agreement or covenant contained herein.

          SECTION 10.12 Further Assurances

     Each Party hereby agrees to execute and deliver all such other and additional instruments and documents and to do all such other acts and things as may be reasonably necessary more fully to effectuate this Agreement and carry on the business of the Company contemplated herein.

          SECTION 10.13 No Third-Party Beneficiaries

     This Agreement is for the benefit of the Parties and is not intended to confer upon any other Person any rights or remedies hereunder.

          SECTION 10.14 Specific Performance

     Each of the Parties acknowledges and agrees that any breach by it of any provision of this Agreement would irreparably injure another Party and that money damages would be an inadequate remedy therefor. Accordingly, each of the Parties agrees that, in addition to any money damages, the other Parties shall be entitled to one or more injunctions enjoining any such breach and requiring specific performance of this Agreement and consents to the entry thereof.

          SECTION 10.15 Preemptive Rights

     (a) With respect to the issuance by the Company of additional Shares (“New Shares”), all Shareholders may elect to subscribe for and purchase for the issuance price offered by the Company a portion of such New Shares sufficient to maintain its current Ownership Percentage.

     (b) The Company shall give each Shareholder thirty (30) days written notice before making any sale or offering of New Shares and shall advise the Shareholder of its rights under this Section 10.15 to participate in such offering. The notice shall describe the price and the terms on which the Company proposes to sell, transfer or otherwise sell or distribute such New Shares together with a calculation of the Shareholder’s Ownership Percentage and the number of shares it would be allowed to purchase under this section to maintain its Ownership Percentage after such sale was complete. Each Shareholder then shall have thirty (30) days after the date of the notice to advise the Company in writing whether the Shareholder will exercise its rights hereunder and to deliver payment in full for the New Shares it elects to purchase. If a Shareholder fails to deliver payment for its portion of the New Shares within the requisite time period, the Company shall proceed with the offering of such New Shares according to the plan described in the notice delivered to the Shareholder and any Shareholder failing to exercise such rights shall have no further preemptive purchase rights under this section in connection with the offering.

          SECTION 10.16 Limited Recourse to Shaw Sub

     (a) Notwithstanding any other provision of this Agreement, the obligations of Shaw Sub hereunder are limited recourse obligations of Shaw Sub, payable solely from its own assets and only to the extent of funds available after repayment in full of the Bonds and all other Secured Obligations. No recourse shall be had to any of the members, shareholders, subscribers, directors, officers, partners, employees or agents of Shaw Sub or any of their respective successors and assigns in respect to the obligations of Shaw Sub hereunder or arising in connection herewith.

     (b) Each Shareholder agrees not to institute against, or join any other Person in instituting against, Shaw Sub any bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceedings or other proceedings under U.S. federal or state

bankruptcy or similar laws until at least one year and one day or, if longer, the applicable preference period then in effect plus one day, after the repayment in full of the Bonds and all other Secured Obligations.

For the purposes of this Section 10.16:

" Bonds ” means the bonds issued by Shaw Sub on or about the date hereof. Immediately after the issuance of the Bonds, Shaw Sub shall notify to Toshiba and the Company the amount and interest rate of the Bonds, provided that Shaw Sub shall be responsible for making the foreign exchange conversion to yen value transparent to Toshiba and the Company.

" Secured Obligations ” means all amounts owed by Shaw Sub to the secured parties under and in connection with the Bonds.

     IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

		TOSHIBA CORPORATION
		By:
				Name: Masao Niwano
				Title: Director, Corporate Senior Executive
				Vice President
		TSB NUCLEAR ENGERGY INVESTMENT US INC.
		By:
				Name: Shigenori Shiga
				Title: President
		NUCLEAR ENERGY HOLDINGS, L.L.C.
		By:
				Name: Gary P. Graphia
				Title: Vice President and Secretary
		ISHIKAWAJIMA-HARIMA HEAVY INDUSTRIES CO., LTD.
		By:
				Name: Yasuo Shinohara
				Title: Board Director and Managing Executive
				Officer, President of Energy & Plant Operations
		TOSHIBA NUCLEAR ENERGY HOLDINGS (US) INC.
		By:
				Name: Shigenori Shiga
				Title: President

Note: These investments are not included the investment amount ordinarily made in the fuel business.

2.

PBMR

     Fulfillment of the condition precedent in the new Shareholders Agreement of PEBBLE BED MODULAR REACTOR (PROPRIETARY) LIMITED which has been assumed by Westinghouse Electric Company LLC. The balance of obligation is $10 million as of the date of this Agreement.

3.

PaR

     Acquisition of the balance of shares of PaR Nuclear Holding Inc. The cost of acquisition is expected to be $17.2 million in fiscal year 2007.