BWX Technologies, Inc. (Form: 10-Q, Received: 08/05/2015 17:01:38)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2015

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-34658

BWX TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)


DELAWARE		80-0558025
(State of Incorporation or Organization)		(I.R.S. Employer Identification No.)

800 MAIN STREET, 4TH FLOOR LYNCHBURG, VIRGINIA		24504
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (980) 365-4300

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The number of shares of the registrant’s common stock outstanding at July 31, 2015 was 107,489,940.

BWX TECHNOLOGIES, INC.

INDEX - FORM 10-Q


	PAGE
PART I - FINANCIAL INFORMATION

Item 1 – Condensed Consolidated Financial Statements		3

Condensed Consolidated Balance Sheets June 30, 2015 and December 31, 2014 (Unaudited)		4

Condensed Consolidated Statements of Operations Three and Six Months Ended June 30, 2015 and 2014 (Unaudited)		6

Condensed Consolidated Statements of Comprehensive Income (Loss) Three and Six Months Ended June 30, 2015 and 2014 (Unaudited)		7

Condensed Consolidated Statements of Stockholders’ Equity Six Months Ended June 30, 2015 and 2014 (Unaudited)		8

Condensed Consolidated Statements of Cash Flows Six Months Ended June 30, 2015 and 2014 (Unaudited)		9

Notes to Condensed Consolidated Financial Statements		10

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations		27

Item 3 – Quantitative and Qualitative Disclosures About Market Risk		38

Item 4 – Controls and Procedures		38

PART II - OTHER INFORMATION

Item 1 – Legal Proceedings		38

Item 1A – Risk Factors		38

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds		38

Item 4 – Mine Safety Disclosures		39

Item 6 – Exhibits		40

SIGNATURES		42

PART I

BWX TECHNOLOGIES, INC.

FINANCIAL INFORMATION

Item 1.

Condensed Consolidated Financial Statements

BWX TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

ASSETS


	June 30,		December 31,
	2015		2014
	(Unaudited)
	(In thousands)
Current Assets:
Cash and cash equivalents	$	46,910	$	123,624
Restricted cash and cash equivalents		15,459		50,835
Investments		4,505		4,837
Accounts receivable – trade, net		146,847		165,144
Accounts receivable – other		11,938		6,094
Contracts in progress		314,982		290,622
Inventories		11,384		9,926
Deferred income taxes		33,560		38,320
Other current assets		42,141		32,127
Assets of discontinued operations – current		—		752,273

Total Current Assets		627,726		1,473,802

Property, Plant and Equipment		827,620		880,848
Less accumulated depreciation		562,198		573,048

Net Property, Plant and Equipment		265,422		307,800

Investments		7,307		7,606

Goodwill		169,000		169,914

Deferred Income Taxes		126,833		132,778

Investments in Unconsolidated Affiliates		31,852		31,256

Intangible Assets		59,343		60,227

Other Assets		49,742		50,133

Assets of Discontinued Operations – Non-Current		—		623,420

TOTAL	$	1,337,225	$	2,856,936

See accompanying notes to condensed consolidated financial statements.

BWX TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

LIABILITIES AND STOCKHOLDERS’ EQUITY


	June 30,			December 31,
	2015			2014
	(Unaudited)
	(In thousands, except share and per share amounts)
Current Liabilities:
Notes payable and current maturities of long-term debt	$	15,000		$	15,000
Accounts payable		77,438			88,985
Accrued employee benefits		53,158			85,433
Accrued liabilities – other		59,496			60,010
Advance billings on contracts		123,261			107,437
Accrued warranty expense		16,097			15,889
Liabilities of discontinued operations – current		—			446,881

Total Current Liabilities		344,450			819,635

Long-Term Debt		315,000			285,000

Accumulated Postretirement Benefit Obligation		27,699			29,956

Environmental Liabilities		58,293			56,259

Pension Liability		305,810			308,927

Other Liabilities		29,440			43,126

Liabilities of Discontinued Operations – Non-Current		—			299,832

Commitments and Contingencies (Note 6)

Stockholders’ Equity:
Common stock, par value $0.01 per share, authorized 325,000,000 shares; issued 122,411,659 and 121,604,332 shares at June 30, 2015 and December 31, 2014, respectively		1,224			1,216
Preferred stock, par value $0.01 per share, authorized 75,000,000 shares; No shares issued		—			—
Capital in excess of par value		13,229			775,393
Retained earnings		648,923			642,489
Treasury stock at cost 14,971,299 and 14,915,776 shares at June 30, 2015 and December 31, 2014, respectively		(425,702	)		(423,990	)
Accumulated other comprehensive income		5,077			3,596

Stockholders’ Equity – BWX Technologies, Inc.		242,751			998,704
Noncontrolling interest		13,782			15,497

Total Stockholders’ Equity		256,533			1,014,201

TOTAL	$	1,337,225		$	2,856,936

See accompanying notes to condensed consolidated financial statements.

BWX TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
	(Unaudited)
	(In thousands, except share and per share amounts)
Revenues	$	357,135		$	362,488		$	692,622		$	717,904

Costs and Expenses:
Cost of operations		249,489			257,819			477,124			510,373
Research and development costs		3,653			26,636			7,481			46,621
Selling, general and administrative expenses		54,760			53,368			105,186			103,339
Special charges for restructuring activities		16,460			9,957			16,608			11,137
Costs to spin-off the Power Generation business		24,470			—			25,987			—

Total Costs and Expenses		348,832			347,780			632,386			671,470

Equity in Income of Investees		3,282			12,749			5,134			25,652

Operating Income		11,585			27,457			65,370			72,086

Other Income (Expense):
Interest income		170			27			234			231
Interest expense		(3,300	)		(636	)		(5,561	)		(1,805	)
Other – net		120			258			(1,284	)		363

Total Other Income (Expense)		(3,010	)		(351	)		(6,611	)		(1,211	)

Income from continuing operations before provision for income taxes and noncontrolling interest		8,575			27,106			58,759			70,875

Provision for Income Taxes		8,982			7,917			25,200			16,542

Income (loss) from continuing operations before noncontrolling interest		(407	)		19,189			33,559			54,333

Income (loss) from discontinued operations, net of tax		(16,912	)		4,303			(5,837	)		10,313

Net Income (Loss)	$	(17,319	)	$	23,492		$	27,722		$	64,646

Net Loss Attributable to Noncontrolling Interest		172			2,945			388			6,835

Net Income (Loss) Attributable to BWX Technologies, Inc.	$	(17,147	)	$	26,437		$	28,110		$	71,481

Amounts Attributable to BWX Technologies, Inc.’s Common Shareholders:
Income (loss) from continuing operations, net of tax	$	(181	)	$	22,211		$	34,053		$	61,361
Income (loss) from discontinued operations, net of tax		(16,966	)		4,226			(5,943	)		10,120

Net Income (Loss) Attributable to BWX Technologies, Inc.	$	(17,147	)	$	26,437		$	28,110		$	71,481

Earnings per Common Share:
Basic:
Income (loss) from continuing operations	$	0.00		$	0.20		$	0.32		$	0.56
Income (loss) from discontinued operations		(0.16	)		0.04			(0.06	)		0.09

Net Income (Loss) Attributable to BWX Technologies, Inc.	$	(0.16	)	$	0.24		$	0.26		$	0.65

Diluted:
Income (loss) from continuing operations	$	0.00		$	0.20		$	0.32		$	0.56
Income (loss) from discontinued operations		(0.16	)		0.04			(0.06	)		0.09

Net Income (Loss) Attributable to BWX Technologies, Inc.	$	(0.16	)	$	0.24		$	0.26		$	0.65

Shares used in the computation of earnings per share (Note 11):
Basic		107,120,149			109,766,237			106,948,033			110,102,826
Diluted		107,120,149			110,116,630			107,359,947			110,501,337

See accompanying notes to condensed consolidated financial statements.

BWX TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF

COMPREHENSIVE INCOME (LOSS)


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2015			2014			2015			2014
	(Unaudited)
	(In thousands)
Net Income (Loss)	$	(17,319	)	$	23,492		$	27,722		$	64,646

Other Comprehensive Income (Loss):
Currency translation adjustments		2,151			(531	)		(8,779	)		(7,142	)
Derivative financial instruments:
Unrealized gains (losses) arising during the period, net of tax (provision) benefit of $604, $(289), $778 and $50, respectively		(2,003	)		833			(2,218	)		(142	)
Reclassification adjustment for (gains) losses included in net income, net of tax provision (benefit) of $113, $234, $(570) and $13, respectively		(339	)		(679	)		1,577			(47	)
Amortization of benefit plan costs, net of tax benefit of $(179), $(198), $(358) and $(395), respectively		329			397			660			794
Investments:
Unrealized gains (losses) arising during the period, net of tax (provision) benefit of $239, $(32), $14 and $(57), respectively		(441	)		57			(26	)		103
Reclassification adjustment for losses (gains) included in net income, net of tax (benefit) provision of $69, $3, $64 and $15, respectively		(124	)		(4	)		(115	)		(26	)

Other Comprehensive Income (Loss)		(427	)		73			(8,901	)		(6,460	)

Total Comprehensive Income (Loss)		(17,746	)		23,565			18,821			58,186

Comprehensive Loss Attributable to Noncontrolling Interest		165			2,942			363			6,839

Comprehensive Income (Loss) Attributable to BWX Technologies, Inc.	$	(17,581	)	$	26,507		$	19,184		$	65,025

See accompanying notes to condensed consolidated financial statements.

BWX TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY


								Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Stockholders’ Equity			Noncontrolling Interest			Total Stockholders’ Equity
					Capital In Excess of Par Value
	Common Stock
	Shares		Par Value
			(In thousands, except share and per share amounts)
Balance December 31, 2014		121,604,332	$	1,216	$	775,393		$	642,489		$	3,596		$	(423,990	)	$	998,704		$	15,497		$	1,014,201
Net income		—		—		—			28,110			—			—			28,110			(388	)		27,722
Dividends declared ($0.20 per share)		—		—		—			(21,676	)		—			—			(21,676	)		—			(21,676	)
Defined benefit obligations		—		—		—			—			660			—			660			—			660
Available-for-sale investments		—		—		—			—			(141	)		—			(141	)		—			(141	)
Currency translation adjustments		—		—		—			—			(8,804	)		—			(8,804	)		25			(8,779	)
Derivative financial instruments		—		—		—			—			(641	)		—			(641	)		—			(641	)
Exercise of stock options		127,951		1		3,206			—			—			—			3,207			—			3,207
Contributions to thrift plan		149,753		1		4,530			—			—			—			4,531			—			4,531
Shares placed in treasury		—		—		—			—			—			(1,712	)		(1,712	)		—			(1,712	)
Stock-based compensation charges		529,623		6		22,442			—			—			—			22,448			—			22,448
Distributions to noncontrolling interests		—		—		—			—			—			—			—			(232	)		(232	)
Spin-off of Power Generation Business		—		—		(792,342	)		—			10,407			—			(781,935	)		(1,120	)		(783,055	)

Balance June 30, 2015 (unaudited)		122,411,659	$	1,224	$	13,229		$	648,923		$	5,077		$	(425,702	)	$	242,751		$	13,782		$	256,533

Balance December 31, 2013		120,536,910	$	1,205	$	747,189		$	656,916		$	28,348		$	(268,971	)	$	1,164,687		$	18,254		$	1,182,941
Net income		—		—		—			71,481			—			—			71,481			(6,835	)		64,646
Dividends declared ($.20 per share)		—		—		—			(22,235	)		—			—			(22,235	)		—			(22,235	)
Defined benefit obligations		—		—		—			—			794			—			794			—			794
Available-for-sale investments		—		—		—			—			77			—			77			—			77
Currency translation adjustments		—		—		—			—			(7,138	)		—			(7,138	)		(4	)		(7,142	)
Derivative financial instruments		—		—		—			—			(189	)		—			(189	)		—			(189	)
Exercise of stock options		135,649		1		3,519			—			—			—			3,520			—			3,520
Contributions to thrift plan		196,297		2		6,554			—			—			—			6,556			—			6,556
Shares placed in treasury		—		—		—			—			—			(104,805	)		(104,805	)		—			(104,805	)
Stock-based compensation charges		419,004		5		7,406			—			—			—			7,411			—			7,411
Contribution of in-kind services		—		—		—			—			—			—			—			5,830			5,830
Distributions to noncontrolling interests		—		—		—			—			—			—			—			(409	)		(409	)

Balance June 30, 2014 (unaudited)		121,287,860	$	1,213	$	764,668		$	706,162		$	21,892		$	(373,776	)	$	1,120,159		$	16,836		$	1,136,995

See accompanying notes to condensed consolidated financial statements.

BWX TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	Six Months Ended June 30,
	2015			2014
	(Unaudited) (In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	27,722		$	64,646
Non-cash items included in net income from continuing operations:
Depreciation and amortization		51,715			35,053
Income of investees, net of dividends		1,306			(8,517	)
Losses on asset disposals and impairments, net		26,441			1,457
In-kind research and development costs		—			5,830
Recognition of losses for pension and postretirement plans		3,179			1,189
Stock-based compensation and thrift plan expense		22,444			7,411
Excess tax benefits from stock-based compensation		22			(552	)
Changes in assets and liabilities:
Accounts receivable		46,890			(6,635	)
Accounts payable		(17,710	)		(129,471	)
Contracts in progress and advance billings on contracts		(4,110	)		(52,142	)
Inventories		(859	)		5,666
Income taxes		(35,953	)		(7,890	)
Accrued and other current liabilities		8,664			2,674
Pension liability, accrued postretirement benefit obligation and employee benefits		(45,692	)		(35,671	)
Other, net		(786	)		9,250

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		83,273			(107,702	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease in restricted cash and cash equivalents		3,500			6,285
Purchases of property, plant and equipment		(40,601	)		(37,822	)
Acquisition of business, net of cash acquired		—			(127,098	)
Purchase of intangible assets		—			(722	)
Purchases of securities		(8,197	)		(21,225	)
Sales and maturities of securities		2,016			27,802
Proceeds from asset disposals		60			10
Investment in equity method investees		—			(4,900	)

NET CASH USED IN INVESTING ACTIVITIES		(43,222	)		(157,670	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of short-term borrowing and long-term debt		—			(1,815	)
Increase in short-term borrowing		—			733
Borrowings under the Credit Agreement		33,750			562,300
Repayments under Credit Agreement		(3,750	)		(298,500	)
Payment of debt issuance costs		(5,023	)		(4,929	)
Repurchase of common shares		—			(99,742	)
Dividends paid to common shareholders		(21,549	)		(22,103	)
Exercise of stock options		3,229			3,463
Excess tax benefits from stock-based compensation		(22	)		552
Cash divested in connection with spin-off of Power Generation business		(307,562	)		—
Other		(232	)		(409	)

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		(301,159	)		139,550

EFFECTS OF EXCHANGE RATE CHANGES ON CASH		(4,951	)		(4,376	)

TOTAL DECREASE IN CASH AND CASH EQUIVALENTS		(266,059	)		(130,198	)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		312,969			346,116

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	46,910		$	215,918

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	4,322		$	1,296
Income taxes (net of refunds)	$	58,397		$	28,099
SCHEDULE OF NON-CASH INVESTING ACTIVITY:
Accrued capital expenditures included in accounts payable	$	3,182		$	3,938

See accompanying notes to condensed consolidated financial statements.

BWX TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2015

(UNAUDITED)

NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

We have presented the condensed consolidated financial statements of BWX Technologies, Inc. (“BWXT”) (formerly known as The Babcock & Wilcox Company) in U.S. Dollars in accordance with the interim reporting requirements of Form 10-Q, Rule 10-01 of Regulation S-X and accounting principles generally accepted in the United States (“GAAP”). Certain financial information and disclosures normally included in our financial statements prepared annually in accordance with GAAP have been condensed or omitted. Readers of these financial statements should, therefore, refer to the consolidated financial statements and notes in our annual report on Form 10-K for the year ended December 31, 2014 (our “2014 10-K”). We have included all adjustments, in the opinion of management, consisting only of normal recurring adjustments, necessary for a fair presentation.

We use the equity method to account for investments in entities that we do not control, but over which we have the ability to exercise significant influence. We generally refer to these entities as “joint ventures.” We have reclassified amounts previously reported to conform to the presentation as of and for the three and six month periods ended June 30, 2015. We have eliminated all intercompany transactions and accounts. We present the notes to our condensed consolidated financial statements on the basis of continuing operations, unless otherwise stated.

Unless the context otherwise indicates, “we,” “us” and “our” mean BWXT and its consolidated subsidiaries.

Spin-off

On June 30, 2015, we completed the spin-off of our Power Generation business (the “spin-off”) into an independent, publicly traded company named Babcock & Wilcox Enterprises, Inc. (“BWE”). The separation was effected through a pro rata distribution of 100% of BWE’s common stock to BWXT’s stockholders. The distribution of BWE common stock consisted of one share of BWE common stock for every two shares of BWXT common stock to holders of BWXT common stock on the record date of June 18, 2015. Cash was paid in lieu of any fractional shares of BWE common stock. Following the spin-off, BWXT did not retain any ownership interest in BWE. Prior to June 30, 2015, we completed an internal restructuring that separated the subsidiaries involved in our former Power Generation business and established BWE as the direct or indirect parent company of those subsidiaries. Concurrent with the spin-off, The Babcock & Wilcox Company was renamed BWX Technologies, Inc.

The results of operations for the three and six month periods ended June 30, 2015 and 2014, as well as the accompanying notes, reflect the historical operations of our former Power Generation business as discontinued operations. See Note 2 for further information regarding the spin-off of BWE. The discussions in this quarterly report are presented on the basis of continuing operations, unless otherwise stated.

Reporting Segments

As a result of the spin-off of our former Power Generation business that is now reported as discontinued operations, we now operate in three reportable segments: Nuclear Operations, Technical Services and Nuclear Energy. Prior to 2015, our mPower business was a separate reportable segment. In accordance with FASB Topic Segment Reporting , mPower no longer meets the quantitative threshold criteria and will be included in our “Other” category as it is no longer considered a reportable segment. This change in our reportable segments had no impact on our previously reported results of operations, financial condition or cash flows. We have applied these changes in reportable segments to previously reported historical financial information and related disclosures included in this report. Our reportable segments are further described as follows:

•

Our Nuclear Operations segment’s primary activity is the manufacture of naval nuclear reactors for the U.S. Department of Energy (“DOE”)/National Nuclear Security Administration’s (“NNSA”) Naval Nuclear Propulsion Program, which in turn supplies them to the U.S. Navy for use in submarines and aircraft carriers. Through this segment, we own and operate manufacturing facilities located in Lynchburg, Virginia; Mount Vernon, Indiana; Euclid, Ohio; Barberton, Ohio; and Erwin, Tennessee. The Barberton and Mount Vernon locations specialize in the design and manufacture of heavy components. These two locations are N-Stamp certified by the American Society of Mechanical Engineers (“ASME”), making them two of only a few North American suppliers of large, heavy-walled nuclear components and vessels. The

Euclid facility, which is also ASME N-Stamp certified, fabricates electro-mechanical equipment for the U.S. Government, and performs design, manufacturing, inspection, assembly and testing activities. The Lynchburg operations fabricate fuel-bearing precision components that range in weight from a few grams to hundreds of tons. In-house capabilities also include wet chemistry uranium processing, advanced heat treatment to optimize component material properties and a controlled, clean-room environment with the capacity to assemble railcar-size components. Fuel for the naval nuclear reactors is provided by Nuclear Fuel Services, Inc. (“NFS”), one of our wholly owned subsidiaries. Located in Erwin, Tennessee, NFS also converts Cold War-era government stockpiles of highly enriched uranium into material suitable for further processing into commercial nuclear reactor fuel.

•

Our Technical Services segment provides various services to the U.S. Government, including uranium processing, environmental site restoration services and management and operating services for various U.S. Government-owned facilities. These services are provided primarily to the DOE, including the NNSA, the Office of Nuclear Energy, the Office of Science and the Office of Environmental Management and the Department of Defense. Through this segment we deliver products and management solutions to nuclear operations and high-consequence manufacturing facilities. A significant portion of this segment’s operations are conducted through joint ventures.

•

Our Nuclear Energy segment supplies commercial nuclear steam generators, components and services to nuclear utility customers. BWXT has supplied the nuclear industry with more than 1,300 large, heavy components worldwide. This segment is the only commercial heavy nuclear component, N-Stamp certified manufacturer in North America. Our Nuclear Energy segment fabricates pressure vessels, reactors, steam generators, heat exchangers and other auxiliary equipment. This segment also provides specialized engineering services that include structural component design, 3-D thermal-hydraulic engineering analysis, weld and robotic process development and metallurgy and materials engineering. In addition, this segment offers services for nuclear steam generators and balance of plant equipment, as well as nondestructive examination and tooling/repair solutions for other plant systems and components. This segment also offers engineering and licensing services for new nuclear plant designs.

See Note 10 for further information regarding our segments.

Operating results for the three and six months ended June 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. For further information, refer to the consolidated financial statements and the related footnotes included in our 2014 10-K.

Contracts and Revenue Recognition

We generally recognize contract revenues and related costs on a percentage-of-completion method for individual contracts or combinations of contracts based on work performed, man hours or a cost-to-cost method, as applicable to the product or activity involved. We recognize estimated contract revenue and resulting income based on the measurement of the extent of progress towards completion as a percentage of the total project. Certain costs may be excluded from the cost-to-cost method of measuring progress, such as significant costs for materials and major third-party subcontractors, if it appears that such exclusion would result in a more meaningful measurement of actual contract progress and resulting periodic allocation of income. We include revenues and related costs so recorded, plus accumulated contract costs that exceed amounts invoiced to customers under the terms of the contracts, in contracts in progress. We include in advance billings on contracts billings that exceed accumulated contract costs and revenues and costs recognized under the percentage-of-completion method. Most long-term contracts contain provisions for progress payments. Our unbilled receivables do not contain an allowance for credit losses as we expect to invoice customers and collect all amounts for unbilled revenues. We review contract price and cost estimates periodically as the work progresses and reflect adjustments proportionate to the percentage-of-completion in income in the period when those estimates are revised. For all contracts, if a current estimate of total contract cost indicates a loss on a contract, the projected loss is recognized in full when determined.

For contracts as to which we are unable to estimate the final profitability except to assure that no loss will ultimately be incurred, we recognize equal amounts of revenue and cost until the final results can be estimated more precisely. For these deferred profit recognition contracts, we recognize revenue and cost equally and only recognize gross margin when probable and reasonably estimable, which we generally determine to be when the contract is approximately 70% complete. We treat long-term contracts that contain such a level of risk and uncertainty that estimation of the final outcome is impractical, except to assure that no loss will be incurred, as deferred profit recognition contracts.

Our policy is to account for fixed-price contracts under the completed-contract method if we believe that we are unable to reasonably forecast cost to complete at start-up. Under the completed-contract method, income is recognized only when a contract is completed or substantially complete.

Comprehensive Income

The components of accumulated other comprehensive income (loss) included in stockholders’ equity are as follows:


	June 30, 2015			December 31, 2014
	(In thousands)
Currency translation adjustments	$	11,524		$	11,547
Net unrealized gain on available-for-sale investments		24			155
Net unrealized gain (loss) on derivative financial instruments		(437	)		(123	)
Unrecognized prior service cost on benefit obligations		(6,034	)		(7,983	)

Accumulated other comprehensive income (loss)	$	5,077		$	3,596

The amounts reclassified out of accumulated other comprehensive income (loss) by component and the affected condensed consolidated statements of income line items are as follows:


Accumulated Other Comprehensive	Three Months Ended June 30,						Six Months Ended June 30,
Income (Loss)	2015			2014			2015			2014
Component Recognized	(In thousands)												Line Item Presented
Realized gain (loss) on derivative financial instruments	$	(210	)	$	(253	)	$	484		$	(90	)	Revenues
		703			1,153			(2,718	)		127		Cost of operations

		493			900			(2,234	)		37		Total before tax
		(127	)		(232	)		575			(9	)	Provision for Income Taxes

	$	366		$	668		$	(1,659	)	$	28		Net Income

Amortization of prior service cost on benefit obligations	$	(400	)	$	(384	)	$	(801	)	$	(768	)	Cost of operations
		(9	)		(86	)		(18	)		(171	)	Selling, general and administrative expenses

		(409	)		(470	)		(819	)		(939	)	Total before tax
		140			148			278			295		Provision for Income Taxes

	$	(269	)	$	(322	)	$	(541	)	$	(644	)	Net Income

Realized gain (loss) on investments	$	191		$	7		$	177		$	41		Other-net
		(68	)		(3	)		(63	)		(15	)	Provision for Income Taxes

	$	123		$	4		$	114		$	26		Net Income

Total reclassification for the period	$	220		$	350		$	(2,086	)	$	(590	)

Inventories

At June 30, 2015 and December 31, 2014, we had inventories totaling $11.4 million and $9.9 million, respectively, consisting entirely of raw materials and supplies.

Restricted Cash and Cash Equivalents

At June 30, 2015, we had restricted cash and cash equivalents totaling $18.0 million, $2.5 million of which was held for future decommissioning of facilities (which is included in other assets on our condensed consolidated balance sheets) and $15.5 million of which was held to meet reinsurance reserve requirements of our captive insurer.

Warranty Expense

We accrue estimated expense included in cost of operations on our condensed consolidated statements of income to satisfy contractual warranty requirements when we recognize the associated revenue on the related contracts. In addition, we record specific provisions or reductions where we expect the actual warranty costs to significantly differ from the accrued estimates. Such changes could have a material effect on our consolidated financial condition, results of operations and cash flows.

The following summarizes the changes in the carrying amount of our accrued warranty expense:


	Six Months Ended June 30,
	2015			2014
	(In thousands)
Balance at beginning of period	$	15,889		$	17,469
Additions		563			688
Expirations and other changes		—			(970	)
Payments		(51	)		(20	)
Translation and other		(304	)		6

Balance at end of period	$	16,097		$	17,173

Research and Development

Our research and development activities are related to the development and improvement of new and existing products and equipment, as well as conceptual and engineering evaluation for translation into practical applications. We charge the costs of research and development unrelated to specific contracts as incurred. Substantially all of these costs are related to our mPower program for the development of our mPower ^TM reactor and the associated mPower Plant.

In the three and six months ended June 30, 2014, we recognized $1.6 million and $5.8 million, respectively, of non-cash, in-kind research and development costs related to services contributed by our minority partner to Generation mPower LLC, our majority-owned subsidiary formed in 2011 to oversee the mPower program to develop the small modular nuclear power plant based on mPower™ technology. In the six months ended June 30, 2014, we received funding of $19.8 million under our Cooperative Agreement with the DOE under its Small Modular Reactor Licensing Technical Support Program (the “Cooperative Agreement”). On April 14, 2014, we announced our plans to restructure the mPower program to reduce spending and focus on technology development. We slowed the pace of development and intend to invest no more than $15 million on an annual basis while we focus on technology development. At this time, the latest extension to the Cooperative Agreement has expired and the DOE funding has been suspended.

Provision for Income Taxes

We are subject to federal income tax in the U.S. and Canada as well as income tax within multiple U.S. state jurisdictions. We provide for income taxes based on the enacted tax laws and rates in the jurisdictions in which we conduct our operations. These jurisdictions may have regimes of taxation that vary with respect to nominal rates and with respect to the basis on which these rates are applied. This variation, along with changes in our mix of income within these jurisdictions, can contribute to shifts in our effective tax rate from period to period. We classify interest and penalties related to taxes (net of any applicable tax benefit) as a component of provision for income taxes on our condensed consolidated statements of income.

Our effective tax rate for the three months ended June 30, 2015 was approximately 104.7% as compared to 29.2% for the three months ended June 30, 2014 largely due to the impact of the spin-off of our Power Generation business. Our effective tax rate for the six months ended June 30, 2015 was approximately 42.9% as compared to 23.3% for the six months ended June 30, 2014. Specifically, the effective tax rates for the three and six months ended June 30, 2015 were higher than our statutory rate primarily due to the change in our tax footprint associated with the spin-off, resulting in the revaluations of deferred tax assets and liabilities as well as the need to recognize tax provision on our global earnings at our U.S. federal rate due to the likely repatriation of future foreign earnings. These matters resulted in $3.8 million of tax provision for the three and six months ended June 30, 2015.

The effective tax rates for the three and six months ended June 30, 2014 were lower than our statutory rate due to the impact of an increase in benefits from amended federal manufacturing deductions, and the receipt of a favorable ruling from the Internal Revenue Service that retroactively reduced the U.S. tax owed on income from certain of our foreign joint ventures.

As of June 30, 2015, we have gross unrecognized tax benefits of $8.3 million. Of the $8.3 million gross unrecognized tax benefits, $6.1 million would reduce our effective tax rate if recognized.

NOTE 2 – DISCONTINUED OPERATIONS

Spin-off of BWE

On June 30, 2015, we completed the spin-off of BWE to our stockholders through a stock distribution. BWE’s assets and business primarily consist of those that we previously reported as our Power Generation segment. In connection with the spin-off, our stockholders received 100% of the outstanding common stock of BWE. The distribution of BWE common stock occurred by way of a pro rata stock distribution to our stockholders. Our stockholders received one share of BWE common stock for every two shares of our common stock held by such stockholder on June 18, 2015, and cash in lieu of any fractional shares. Prior to the completion of the spin-off, BWXT made a cash payment to BWE totaling $132 million, in order for BWE to maintain appropriate working capital and liquidity levels.

In order to effect the distribution and govern BWXT’s relationship with BWE after the distribution, BWXT entered into a master separation agreement with BWE. In addition to the master separation agreement, BWXT and BWE entered into other agreements in connection with the distribution, including a tax sharing agreement and transition services agreements.

Master Separation Agreement

The master separation agreement between us and BWE contains the key provisions relating to the separation of our former Power Generation business from BWXT and the distribution of shares of BWE common stock. The master separation agreement identifies the assets that were transferred, liabilities that were assumed and contracts that were assigned to BWE by BWXT or by BWE to BWXT in the spin-off and describes how these transfers, assumptions and assignments occurred. Under the master separation agreement we also agreed to indemnify BWE against various claims and liabilities related to the past operation of BWXT’s business (other than BWE’s business).

As of the spin-off, the Company has outstanding performance guarantees for various projects executed by the Power Generation business in the normal course of business. These guarantees total $1,542 million and range in expiration dates from 2015 to 2035. The master separation agreement requires that the Power Generation business use commercially reasonable efforts to terminate (or have it or one of its subsidiaries substituted for us) all existing guarantees by us relating to our former Power Generation business, including financial, performance and other guarantee obligations. The Power Generation business is required (i) to use commercially reasonable efforts to perform all underlying obligations covered by the guarantees, (ii) to take all actions to put the Company in the same position as if the Power Generation business, not the Company, had performed or were performing the guarantee obligations, and (iii) to indemnify and hold harmless the Company for any losses arising from the guarantees. Moreover, to the extent that the Power Generation business fails to terminate or substitute any of the existing guarantees by the 24-month anniversary of the spin-off, the Power Generation business will be obligated to pay a quarterly carrying fee until the expiration of the guarantee or the termination or substitution of the guarantee, whichever occurs first. We estimated the fair value of these performance guarantees at June 30, 2015 to total $10.2 million and have recorded these amounts in other liabilities on our consolidated balance sheet.

Tax Sharing Agreement

We and BWE have entered into an agreement providing for the sharing of taxes incurred before and after the distribution, various indemnification rights with respect to tax matters and restrictions to preserve the tax-free status of the distribution to BWXT. Under the terms of the tax sharing agreement we have entered into in connection with the spin-off, we will generally be responsible for 60% of any taxes imposed on us or BWE and its subsidiaries in the event that the spin-off and/or certain related preparatory transactions were to fail to qualify for tax-free treatment. However, if the spin-off and/or certain related preparatory transactions were to fail to qualify for tax-free treatment because of actions or failures to act by BWE, we would not be responsible for the related taxes associated with these actions. Conversely, if the spin-off and/or certain related preparatory transactions were to fail to qualify for tax-free treatment because of actions or failures to act by us, we would be responsible for all related taxes associated with these actions.

Transition Services Agreements

Under the transition services agreements, BWXT and BWE are providing each other certain transition services for a limited time. Such services include, among others, accounting, human resources, information technology, legal, risk management, tax and treasury services. In consideration for such services, BWXT and BWE each pay fees to the other for the services provided, and those fees are generally in amounts intended to allow the party providing the services to recover its direct and indirect costs incurred in providing those services. The transition services agreements contain customary mutual indemnification provisions.

Financial Information

The following table presents selected financial information regarding the results of operations of our former Power Generation business:


	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
	(Unaudited) (In thousands)
Revenues	$	434,453		$	324,905		$	830,234		$	634,639

Costs and Expenses:
Cost of operations		352,573			255,877			665,558			508,759
Research and development costs		3,962			4,281			8,480			8,293
Losses on asset disposals and impairments, net		8,945			1,457			8,963			1,457
Selling, general and administrative expenses ⁽¹⁾		55,630			48,550			108,911			93,264
Special charges for restructuring activities		5,311			7,513			7,666			8,991
Costs to spin-off		30,831			—			34,358			—

Total Costs and Expenses		457,252			317,678			833,936			620,764
Equity in Income (Loss) of Investees		967			433			(1,104	)		2,799

Operating Income (Loss)		(21,832	)		7,660			(4,806	)		16,674
Other Income		609			200			305			1,902

Income (Loss) before Provision for Income Taxes		(21,223	)		7,860			(4,501	)		18,576
Provision for (Benefit from) Income Taxes		(4,311	)		3,557			1,336			8,263

Net Income (Loss)		(16,912	)		4,303			(5,837	)		10,313
Net Loss Attributable to Noncontrolling Interest		(54	)		(77	)		(106	)		(193	)

Income (Loss) from Discontinued Operations	$	(16,966	)	$	4,226		$	(5,943	)	$	10,120

(1)	Included in selling, general and administrative expenses are allocations of corporate administrative expenses of $13.9 million and $28.0 million for the three and six months ended June 30, 2015 and $13.7 million and $27.1 million for the three and six months ended June 30, 2014.

We have incurred approximately $66.5 million in total spin-off related costs, which includes approximately $29.8 million for professional services and $23.1 million of retention and severance-related charges. The majority of the remaining costs relate to the separation of our facilities and related infrastructure inclusive of information technology systems. Income from discontinued operations for the three and six months ended June 30, 2015 includes $30.8 million and $34.4 million, respectively, of these charges and included in continuing operations are spin-off costs of $24.5 million and $26.0 million for the three and six months ended June 30, 2015. A total of $6.1 million was recognized in the year ended December 31, 2014.

The following table presents the carrying values of the major accounts of discontinued operations that are included in our December 31, 2014 condensed consolidated balance sheet (Unaudited) (In thousands):


	December 31, 2014
Cash and cash equivalents	$	189,345
Restricted cash and cash equivalents		3,661
Accounts receivable – trade, net		265,456
Accounts receivable – other		38,205
Contracts in progress		107,751
Inventories		98,711
Deferred income taxes		35,158
Other current assets		13,986

Total Current Assets	$	752,273

Net Property, plant and equipment	$	128,835
Goodwill		209,277
Deferred income taxes		112,988
Investments in unconsolidated affiliates		109,248
Intangible assets		50,646
Other assets		12,426

Total Assets of Discontinued Operations	$	1,375,693

Notes payable and current maturities of long-term debt	$	3,215
Accounts payable		158,643
Accrued employee benefits		39,464
Accrued liabilities – other		59,726
Advance billings on contracts		148,098
Accrued warranty expense		37,735

Total Current Liabilities	$	446,881

Long-term debt	$	—
Accumulated postretirement benefit obligation		28,257
Pension liability		255,062
Other long-term liabilities		16,513

Total Liabilities of Discontinued Operations	$	746,713

The following table presents selected financial information regarding cash flows of our former Power Generation business that are included in the condensed consolidated statements of cash flows:


	Six Months Ended June 30,
	2015			2014
	(Unaudited) (In thousands)
Non-cash items included in net income (loss):
Depreciation and amortization	$	21,458		$	9,642
Income (loss) of investees, net of dividends		(2,293	)		239
Losses on asset disposals and impairments, net		10,544			1,457
Purchases of property, plant and equipment		11,494			5,464

NOTE 3 – SPECIAL CHARGES FOR RESTRUCTURING ACTIVITIES

In 2014, we began certain initiatives aimed at driving margin improvement in our Nuclear Energy segment. In the six months ended June 30, 2015, we incurred $0.7 million of expenses related to facility consolidation and employee termination benefits in connection with these initiatives. During the six months ended June 30, 2014, we incurred $2.5 million related to employee termination benefits and $0.3 million related to facility consolidation.

In addition, we incurred $15.9 million and $7.9 million for the six months ended June 30, 2015 and 2014, respectively, related to the restructuring of our mPower program. The 2015 amount relates to asset impairments as a result of the significant adverse changes in the business prospects of the mPower program. We incurred additional expenses related to employee termination benefits totaling $0.4 million for the six months ended June 30, 2014 related to the restructuring of our Technical Services segment.

The following summarizes the changes in our restructuring liability for the six months ended June 30, 2015 and 2014:


	Six Months Ended
	June 30, 2015			June 30, 2014
	(In thousands)
Balance at the beginning of the period	$	4,967		$	5,148
Special charges for restructuring activities ⁽¹⁾		610			10,619
Payments		(3,875	)		(8,114	)
Translation and other		(131	)		(6	)

Balance at the end of the period	$	1,571		$	7,647

(1)	Excludes non-cash charges of $16.0 million and $0.5 million for the six months ended June 30, 2015 and 2014, respectively, which did not impact the restructuring liability.

At June 30, 2015, unpaid restructuring charges totaled $1.5 million for employee termination benefits and $0.1 million for administrative costs.

NOTE 4 – CREDIT FACILITY

On May 11, 2015, BWXT entered into a credit agreement (the “Credit Agreement”) with a syndicate of lenders and letter of credit issuers, and Bank of America, N.A., as administrative agent. The Credit Agreement provides for a five-year, senior secured revolving credit facility in an aggregate amount of up to $400 million, the full amount of which is available for the issuance of letters of credit, and a senior secured term loan facility in an aggregate amount of up to $500 million, $300 million of which was drawn upon closing on June 30, 2015. The remaining commitment for the term loan expires on December 31, 2015. Obligations under the Credit Agreement are scheduled to mature on the fifth anniversary of its closing date. The proceeds of loans under the Credit Agreement were used to repay all indebtedness under BWXT’s former secured credit facility, and remaining amounts are available for working capital needs and other general corporate purposes.

The Credit Agreement includes provisions for additional financial institutions to become lenders, or for any existing lender to increase its commitment thereunder, subject to an aggregate maximum of $250 million for all incremental term loan, revolving credit borrowings and letter of credit commitments.

The Credit Agreement is (i) guaranteed by substantially all of BWXT’s wholly owned domestic subsidiaries, excluding BWXT’s captive insurance subsidiary, and (ii) secured by first-priority liens on certain assets owned by BWXT and the guarantors (other than the BWXT’s subsidiaries comprising its Nuclear Operations and Technical Services segments).

The Credit Agreement requires interest payments on revolving loans on a periodic basis until maturity. BWXT is also required to make quarterly amortization payments on the term loan portion of the Credit Agreement in an amount equal to 1.25% of the aggregate principal amount of the term loan facility that is utilized. BWXT may prepay all loans under the Credit Agreement at any time without premium or penalty (other than customary LIBOR breakage costs), subject to notice requirements.

Loans outstanding under the Credit Agreement bear interest at BWXT’s option at either the LIBOR rate plus a margin ranging from 1.25% to 1.75% per year or the base rate (the highest of the Federal Funds rate plus 0.50%, the one month LIBOR rate plus 1.0%, or the administrative agent’s prime rate) plus a margin ranging from 0.25% to 0.75% per year. Starting on the closing date of the Credit Agreement, we are charged a commitment fee on the unused portions of the revolving credit facility and term loan facility, and that fee varies between 0.150% and 0.250% per year. Additionally, we are charged a letter of credit fee of between 1.25% and 1.75% per year with respect to the amount of each financial letter of credit issued under the Credit Agreement and a letter of credit fee of between 0.75% and 1.05% per year is charged with respect to the amount of each performance letter of credit issued under the Credit Agreement. The applicable margin for loans, the commitment fee and the letter of credit fees set forth above will vary quarterly based on the BWXT’s leverage ratio. Upon the closing of the Credit Agreement, BWXT paid certain upfront fees to the lenders thereunder, and paid arrangement and other fees to the arrangers and agents of the Credit Agreement. At June 30, 2015, borrowings outstanding totaled $300.0 million and $30.0 million under our term loan and revolving line of credit, respectively, and letters of credit issued under the Credit Agreement totaled $71.7 million, resulting in $498.3 million available for borrowings or to meet letter of credit requirements.

Based on the current credit ratings of the Credit Agreement, the applicable margin for Eurocurrency rate loans is 1.375%, the applicable margin for base rate loans is 0.375%, the letter of credit fee for financial letters of credit is 1.375%, the letter of credit fee for performance letters of credit is 0.825%, and the commitment fee for unused portions of the Credit Agreement is 0.175%. The Credit Agreement does not have a floor for the base rate or the Eurocurrency rate. As of June 30, 2015, the interest rate on borrowings under our Credit Agreement was 1.56%.

The Credit Agreement includes financial covenants that will be tested on a quarterly basis, based on the rolling four-quarter period that ends on the last day of each fiscal quarter. The maximum permitted leverage ratio is 3.00 to 1.00, which ratio may be increased to 3.25 to 1.00 for up to four consecutive fiscal quarters after a material acquisition. The minimum consolidated interest coverage ratio is 4.00 to 1.00. In addition, the Credit Agreement contains various restrictive covenants, including with respect to debt, liens, investments, mergers, acquisitions, dividends, equity repurchases and asset sales.

The Credit Agreement generally includes customary events of default for a secured credit facility. If an event of default relating to bankruptcy or other insolvency events with respect to BWXT occurs under the Credit Agreement, all obligations under the Credit Agreement will immediately become due and payable. If any other event of default exists under the Credit Agreement, the lenders will be permitted to accelerate the maturity of the obligations outstanding under the Credit Agreement. If any event of default occurs under the Credit Agreement, the lenders will be permitted to terminate their commitments thereunder and exercise other rights and remedies, including the commencement of foreclosure or other actions against the collateral.

If any default occurs under the Credit Agreement, or if BWXT is unable to make any of the representations and warranties in the Credit Agreement, BWXT will be unable to borrow funds or have letters of credit issued under the Credit Agreement.

NOTE 5 – PENSION PLANS AND POSTRETIREMENT BENEFITS

Components of net periodic benefit cost included in net income are as follows:


	Pension Benefits												Other Benefits
	Three Months Ended						Six Months Ended						Three Months Ended						Six Months Ended
	June 30,						June 30,						June 30,						June 30,
	2015			2014			2015			2014			2015			2014			2015			2014
	(In thousands)
Service cost	$	6,208		$	6,163		$	12,488		$	12,324		$	219		$	207		$	442		$	423
Interest cost		16,182			17,297			32,714			34,593			686			426			1,373			1,395
Expected return on plan assets		(22,379	)		(21,280	)		(45,177	)		(42,552	)		(583	)		(575	)		(1,168	)		(1,150	)
Amortization of prior service cost (credit)		459			510			915			1,019			(50	)		(40	)		(96	)		(80	)
Recognized net actuarial loss		2,161			—			2,161			—			—			—			—			—

Net periodic benefit cost	$	2,631		$	2,690		$	3,101		$	5,384		$	272		$	18		$	551		$	588

During the six months ended June 30, 2015, significant lump sum payments were made from certain salaried Canadian pension plans. As a result, we remeasured certain of our Canadian pension plans resulting in the recognition of a net actuarial loss of $2.2 million, which includes a $2.6 million settlement loss and a $0.4 million actuarial gain. We have excluded the recognized net actuarial loss from our reportable segments, and such amount has been reflected in Note 10 as the Mark to Market Adjustment in the reconciliation of reportable segment income to consolidated operating income. We recorded $1.0 million of the net actuarial loss within cost of operations and $1.2 million of the loss within selling, general and administrative expenses.

NOTE 6 – COMMITMENTS AND CONTINGENCIES

Other than as noted below, there have been no material changes during the period covered by this Form 10-Q in the status of the legal proceedings disclosed in Note 10 to the consolidated financial statements in Part II of our 2014 10-K.

Investigations and Litigation

Apollo and Parks Township

In January 2010, Michelle McMunn, Cara D. Steele and Yvonne Sue Robinson filed suit against Babcock & Wilcox Power Generation Group, Inc. (“B&W PGG”), Babcock & Wilcox Technical Services Group, Inc., formerly known as B&W Nuclear Environmental Services, Inc. and now known as BWXT Technical Services Group, Inc. (the “BWXT Parties”) and Atlantic Richfield Company (“ARCO”) in the United States District Court for the Western District of Pennsylvania. Since January 2010, additional suits have been filed by additional plaintiffs and there are currently sixteen lawsuits pending in the U.S. District Court for the Western District of Pennsylvania against the BWXT Parties and ARCO, including the most recent lawsuit filed in June 2015. In total, the suits presently involve approximately 97 primary claimants. The primary claimants allege, among other things, personal injuries and property damage as a result of alleged releases of radioactive material relating to the operation, remediation, and/or decommissioning of two former nuclear fuel processing facilities located in the Borough of Apollo and Parks Township, Pennsylvania (collectively, the “Apollo and Parks Litigation”). Those facilities previously were owned by Nuclear Materials and Equipment Company, a former subsidiary of ARCO (“NUMEC”), which was acquired by B&W PGG. The plaintiffs in the Apollo and Parks Litigation seek compensatory and punitive damages, and in November 2014 delivered a demand of $125.0 million for the settlement of all then-filed actions. All of the suits, except for the most recent filing, have been consolidated for non-dispositive pre-trial matters. Fact discovery in the Apollo and Parks Litigation is now closed for all claims other than the most recent claims in June 2015, but no trial date has been set. In connection with the spin-off, we agreed to indemnify B&W PGG and its affiliates for any losses arising from the Apollo and Parks Litigation pursuant to the Master Separation Agreement.

In May 2015, the magistrate judge overseeing the consolidated suits (representing fifteen of the lawsuits filed to date and 93 primary claimants) issued a report recommending, among other things, that two motions for summary judgment filed by the BWXT Parties (Failure to Raise a Genuine Issue For Trial on Breach of Duty and Lack of Evidence Regarding Exposure and Dose) be granted. This recommendation must be adopted by the presiding judge in order to have effect, and the presiding judge is not obligated to follow the magistrate’s recommendations. The parties have filed their respective responses to the report and the BWXT Parties are currently evaluating the need for further reply. Once all responses are lodged, the presiding judge will consider the motions, the magistrate’s report and recommendation and the parties’ responses and rule on the motions.

At the time of ARCO’s sale of NUMEC stock to B&W PGG, B&W PGG received an indemnity and hold harmless agreement from ARCO, which has been assigned to BWXT and its affiliates, with respect to claims and liabilities arising prior to or as a result of conduct or events predating the acquisition.

Insurance coverage and/or the ARCO indemnity currently provides coverage for the claims alleged in the Apollo and Parks Litigation, although no assurance can be given that insurance and/or the indemnity will be available or sufficient in the event of liability, if any.

The BWXT Parties and ARCO were defendants in a prior litigation filed in 1994 relating to the operation of the Apollo Borough and Parks Township facilities in the matter of Donald F. Hall and Mary Ann Hall, et al., v. Babcock & Wilcox Company, et al. (the “Hall Litigation”). In 1998, the BWXT Parties settled all then-pending and future punitive damage claims in the Hall Litigation for $8.0 million and sought reimbursement from third parties, including its insurers, American Nuclear Insurers and Mutual Atomic Energy Liability Underwriters (“ANI”). In

2008, ARCO settled the Hall Litigation with the plaintiffs for $27.5 million. The BWXT Parties then settled the Hall Litigation in 2009 for $52.5 million, settling approximately 250 personal injury and wrongful death claims, as well as approximately 125 property damage claims, alleging damages as a result of alleged releases involving the facilities. ARCO and the BWXT Parties retained their insurance rights against ANI in their respective settlements; however, under a related settlement regarding ARCO’s indemnification of B&W PGG relating to the two facilities, ARCO assigned to BWXT 58.33% of the total of all ARCO’s proceeds/amounts recovered against ANI on account of the Hall Litigation.

The BWXT Parties sought recovery from ANI for amounts paid by the BWXT Parties to settle the Hall Litigation, along with unreimbursed attorney fees, allocated amounts assigned by ARCO to the BWXT Parties, and applicable interest based upon ANI’s breach of contract and bad faith conduct in the matter of The Babcock & Wilcox Company et al. v. American Nuclear Insurers, et al. (the “ANI Litigation”). ARCO also sought recovery against ANI in the ANI Litigation, which has been pending before the Court of Common Pleas of Allegheny County, Pennsylvania.

In September 2011, a jury returned a verdict in the ANI Litigation, finding that the BWXT Parties’ settlement of the Hall Litigation for $52.5 million and ARCO’s settlement for $27.5 million were fair and reasonable. Following the verdict, in February 2012, the BWXT Parties, ARCO and ANI entered into an agreement (the “February 2012 Agreement”) in which the parties agreed to the dismissal with prejudice of all remaining claims pending in the ANI Litigation, excluding the BWXT Parties’ and ARCO’s claims seeking reimbursement from ANI for the $52.5 million and $27.5 million settlements (plus interest) (the “Settlement Claims”). By agreement, ANI also waived: (1) any and all rights to appeal the September 2011 jury verdict on the basis of the trial court’s evidentiary rulings; and (2) any defenses and arguments of any kind except ANI’s position that it was not required to reimburse the BWXT Parties’ and ARCO for their settlements under the provisions of the ANI policies. In February 2012, the Court granted the parties’ proposed order implementing their agreement and entered final judgment in favor of the BWXT Parties and ARCO on the Settlement Claims (the “February 2012 Judgment”). As part of the February 2012 Judgment, the Court ruled that the B&W Parties and ARCO are entitled to pre-judgment interest on their $52.5 million and $27.5 million settlements, in the amounts of approximately $8.8 million and $6.2 million, respectively. In addition, post-verdict interest from the date of the jury verdict was awarded at 6%. In March 2012, ANI filed a notice of appeal as to the final judgment and a supersedeas appeal bond in the amount of 120% of the total final judgment amount. The parties filed their respective briefs with the Superior Court and oral arguments were held October 31, 2012.

In July 2013, the Superior Court reversed the judgment of the trial court with instructions to reconsider the issue of the Settlement Claims under a different standard. In August 2013, B&W and ARCO filed a request for appeal of the Superior Court’s decision to the Pennsylvania Supreme Court. On January 24, 2014, the Supreme Court of Pennsylvania granted the request for appeal. The parties’ briefs on the appeal have been filed and oral arguments were held October 7, 2014.

On July 21, 2015, the Supreme Court of Pennsylvania issued its ruling by reversing the decision of the Superior Court and reinstating the trial court’s February 2012 Judgment in favor of the BWXT Parties and ARCO. ANI has filed an application for reargument, which BWXT plans to oppose. Under the February 2012 Agreement, the parties agreed that there would be no recourse to the United States Supreme Court and, following the exhaustion of its other appeal remedies, ANI is required to pay the BWXT Parties and ARCO all amounts in satisfaction of the February 2012 Judgment, plus any pre- and post-judgment interest and $5 million in liquidated contingency. BWXT has not recognized any amounts claimed in the ANI Litigation in its financial statements.

Prairie Island

On November 12, 2014, one of our subsidiaries, Babcock & Wilcox Nuclear Energy, Inc., which was re-named BWXT Nuclear Energy, Inc. in connection with the spin-off (“BWXT NE”), filed suit in the District Court, 1st JDC, Goodhue County Minnesota, Docket No. 25.cv.14.2626, against both Northern States Power Co. d/b/a Xcel Energy (“Xcel”) and SNC-Lavalin Nuclear (USA), Inc. (“SNC-Lavalin”) claiming $45.4 million in damages along with interest and attorneys’ fees for breach of contract and pursuant to a previously filed mechanic’s lien on Xcel’s property. The suit arose from a steam generator replacement project at Xcel’s Prairie Island Nuclear Generating Plant in Red Wing, Minnesota in which BWXT NE served as subcontractor to SNC-Lavalin. BWXT NE’s claims asserted, among other things, that amounts owed to BWXT NE had been improperly withheld and that Xcel was not entitled to impose certain liquidated damages for delay under the terms of BWXT NE’s contract. On May 29, 2015, BWXT NE entered into an agreement with Xcel and SNC-Lavalin settling all claims and disputes between the parties related to the dispute. As a result of the settlement agreement, Xcel made a lump sum payment to BWXT NE in the amount of $36.3 million, which was equal to the net asset recorded on our balance sheet for this matter.

New Mexico Environment Department

One of our subsidiaries owns a 30% interest in a joint venture, Nuclear Waste Partnership, LLC (“NWP”), which is executing a prime contract with the DOE for the management and operation of the DOE’s Waste Isolation Pilot Plant in Carlsbad, New Mexico (the “WIPP”). Another of our subsidiaries owns a 13% interest in a separate joint venture, Los Alamos National Security, LLC (“LANS”), which is executing a prime contract with the DOE/NNSA for the management and operation of the DOE’s Los Alamos National Laboratory (“Los Alamos”). On December 6, 2014, the DOE and each of its contractors, NWP and LANS, received Administrative Compliance Orders from the New Mexico Environment Department (“NMED”) alleging violations of New Mexico environmental laws and regulations at both WIPP and Los Alamos associated with radiological incidents that occurred at the WIPP in February 2014 (the “WIPP Event”). The Administrative Compliance Orders assessed civil penalties of approximately $17.75 million on the DOE and NWP and approximately $36.6 million on the DOE and LANS for the alleged violations at both the WIPP and Los Alamos. On April 30, 2015 the DOE, NWP, LANS and NMED reached a settlement framework in lieu of fines related to NMED’s alleged violations at WIPP and Los Alamos. The implementation of this settlement framework is ongoing. DOE/NNSA and LANS have executed an NNSA Fee Waiver Agreement, dated June 6, 2015, that resolves all financial liability issues concerning the WIPP Event. In return for a broad release of liability from NNSA for the WIPP Event, LANS agreed to repay NNSA certain provisional fee payments within five business days of the execution of a final settlement agreement between the DOE, NMED and LANS, which is expected to be finalized in the third quarter of 2015. Once the final settlement agreement is executed, the return of provisional fees by LANS will require a related immaterial payment by a BWXT subsidiary to LANS in accordance with the LANS operating agreement. No fee repayments or fines were assessed against NWP as part of the settlement framework.

mPower

In April 2014, BWXT announced plans to restructure our mPower program for the development of our mPower reactor to focus on technology development. BWXT has worked with the DOE, Bechtel – our partner in Generation mPower LLC (“GmP”), and other stakeholders and potential investors in continuing efforts to restructure the mPower program in light of deteriorated market conditions. Although BWXT has continued to invest in the program at the rate of approximately $15 million annually, on July 13, 2015, Bechtel provided formal written notice asserting that BWXT and GmP are in material breach of the GmP Limited Liability Company Agreement dated February 28, 2011 (the “LLC Agreement”) for failing to make required investments.

On July 23, 2015, BWXT requested that Bechtel join BWXT in a mutually-agreed 60-day cooling-off period, in accordance with the terms of the LLC Agreement, to which Bechtel responded with a counter-proposal. BWXT has firmly asserted that due to “significant adverse changes” that have developed since the inception of GmP, BWXT has made substantial efforts to mitigate these adverse changes and is not in breach of any material provisions of the LLC Agreement. The purposes of BWXT’s proposed cooling-off period are to attempt to negotiate in good faith a potential restructuring of the program or other resolution of this matter.

Bechtel has asserted that due to the alleged breaches by BWXT, in accordance with the terms of the LLC Agreement, Bechtel is entitled to 150% of Bechtel’s approximately $80 million investment in the program. This investment was ‘in-kind’ only and did not involve any contribution of cash by Bechtel. BWXT strongly disagrees with Bechtel’s assertions. BWXT believes there have been significant adverse changes in the business prospects for nuclear power generally, as well as the business prospects of the program, and small modular reactors in particular, since the inception of the GmP Program. These significant adverse changes have resulted from developments and events such as the Fukushima disaster; extended projections of low natural gas prices; continuing ineffectiveness and uncertainty regarding emission controls on coal-fired power plants, compounded by other policies and regulatory changes that favor wind, solar and other renewables as alternatives to coal and legal battles that will likely continue to stifle any meaningful changes, such as the U.S. Supreme Court’s June 2015 ruling to overturn certain EPA regulations regarding mercury and other emissions; and lower growth in electricity demand than projected due to multiple factors ranging from slower economic growth to increases in energy efficiency, among other events and developments. As a result of such significant adverse changes, BWXT has the right under the LLC Agreement to terminate the program. Bechtel is therefore not entitled to any return of its investment. However, rather than terminate the program, BWXT would prefer to continue its investment for some period of time in an effort to further mitigate the adverse changes that have occurred and to continue advancing the research and development of the mPower small modular reactor technology.

As BWXT has previously disclosed, the latest extension to the Cooperative Agreement with the DOE has expired and the DOE funding has been suspended. We continue to work with the DOE regarding the status of and options relating to the Cooperative Agreement.

BWXT believes the claims asserted by Bechtel are without contractual or legal basis. BWXT intends to aggressively defend against all claims. However, if Bechtel were to prevail on their claims in this matter, the outcome could have a material adverse effect on our financial condition.

Other Litigation and Settlements

On December 17, 2014, an unfavorable jury verdict was delivered against The Babcock & Wilcox Company, Babcock & Wilcox Power Generation Group, Inc. Babcock & Wilcox Nuclear Energy, Inc. and Babcock & Wilcox Canada Ltd. in a case entitled AREVA NP, INC. f/k/a Framatome ANP, Inc. v. The Babcock & Wilcox Company, et. al. in the amount of approximately $16 million. We strongly disagree with the verdict and believe the plaintiff’s claims are without merit. We have filed a post-trial motion requesting that the verdict be set aside or a new trial granted. On March 5, 2015 the trial court denied a post-trial motion requesting that the verdict be set aside or a new trial granted. The BWXT parties to the suit have filed a petition for appeal with the Virginia Supreme Court.

The case was filed August 26, 2011 in the Circuit Court for the City of Lynchburg, Commonwealth of Virginia and alleged that the BWXT parties to the suit owed royalties on certain commercial nuclear contracts performed by the Company and certain of its subsidiaries since 2004. As a result of the jury’s decision and notwithstanding our evaluation of post-trial remedies, we made provisions in our financial statements in the fourth quarter of 2014 for the full amount of the jury award.

NOTE 7 – DERIVATIVE FINANCIAL INSTRUMENTS

Our global operations give rise to exposure to market risks from changes in foreign currency exchange (“FX”) rates. We use derivative financial instruments, primarily FX forward contracts, to reduce the impact of changes in FX rates on our operating results. We use these instruments primarily to hedge our exposure associated with revenues or costs on our long-term contracts that are denominated in currencies other than our operating entities’ functional currencies. We do not hold or issue derivative financial instruments for trading or other speculative purposes.

We enter into derivative financial instruments primarily as hedges of certain firm purchase and sale commitments denominated in foreign currencies. We record these contracts at fair value on our condensed consolidated balance sheets. Based on the hedge designation at the inception of the contract, the related gains and losses on these contracts are deferred in stockholders’ equity as a component of accumulated other comprehensive income (loss) until the hedged item is recognized in earnings. Any ineffective portion of a derivative’s change in fair value and any portion excluded from the assessment of effectiveness are immediately recognized in other – net on our condensed consolidated statements of income. The gain or loss on a derivative instrument not designated as a hedging instrument is also immediately recognized in earnings. Gains and losses on derivative financial instruments that require immediate recognition are included as a component of other– net in our condensed consolidated statements of income.

We have designated all of our FX forward contracts that qualify for hedge accounting as cash flow hedges. The hedged risk is the risk of changes in functional-currency-equivalent cash flows attributable to changes in FX spot rates of forecasted transactions related to long-term contracts. We exclude from our assessment of effectiveness the portion of the fair value of the FX forward contracts attributable to the difference between FX spot rates and FX forward rates. At June 30, 2015, we had deferred approximately $0.4 million of net losses on these derivative financial instruments in accumulated other comprehensive income (loss). Assuming market conditions continue, we expect to recognize substantially all of this amount in the next twelve months.

At June 30, 2015, our derivative financial instruments consisted of FX forward contracts. The notional value of our FX forward contracts totaled $47.2 million at June 30, 2015, with maturities extending to December 2016. These instruments consist primarily of contracts to purchase or sell Canadian Dollars. We are exposed to credit-related losses in the event of nonperformance by counterparties to derivative financial instruments. We attempt to mitigate this risk by using major financial institutions with high credit ratings. The counterparties to all of our FX forward contracts are financial institutions included in our credit facility. Our hedge counterparties have the benefit of the same collateral arrangements and covenants as described under our credit facility.

The following tables summarize our derivative financial instruments at June 30, 2015 and December 31, 2014:


	Asset and Liability Derivatives
	June 30, 2015		December 31, 2014
	(In thousands)
Derivatives Designated as Hedges:
FX Forward Contracts:
Location
Accounts receivable – other	$	701	$	469
Other assets	$	79	$	—
Accounts payable	$	2,271	$	2,655
Other liabilities	$	1,476	$	743

The effects of derivatives on our financial statements are outlined below:


	Six Months Ended June 30,
	2015			2014
	(In thousands)
Derivatives Designated as Hedges:
Cash Flow Hedges:
FX Forward Contracts:
Amount of loss recognized in other comprehensive income (loss)	$	(2,638	)	$	(177	)
Gain (loss) reclassified from accumulated other comprehensive income (loss) into earnings: effective portion
Location
Revenues	$	484		$	(90	)
Cost of operations	$	(2,718	)	$	127

NOTE 8 – FAIR VALUE MEASUREMENTS

Investments

The following is a summary of our investments measured at fair value at June 30, 2015:


	6/30/15		Level 1		Level 2		Level 3
	(In thousands)
Trading securities
Corporate bonds – Centrus Energy Corp.	$	1,856	$	1,856	$	—	$	—
Available-for-sale securities
Equities – Centrus Energy Corp.	$	2,966	$	—	$	2,966	$	—
Mutual funds		4,037		—		4,037		—
Asset-backed securities and collateralized mortgage obligations		304		—		304		—
Commercial paper		2,649		—		2,649		—

Total	$	11,812	$	1,856	$	9,956	$	—

The following is a summary of our investments measured at fair value at December 31, 2014:


	12/31/14		Level 1		Level 2		Level 3
	(In thousands)
Trading securities
Corporate bonds – Centrus Energy Corp.	$	2,439	$	2,439	$	—	$	—
Available-for-sale securities
Equities – Centrus Energy Corp.	$	3,088	$	—	$	3,088	$	—
Mutual funds		4,199		—		4,199		—
Asset-backed securities and collateralized mortgage obligations		319		—		319		—
Commercial paper		2,398		—		2,398		—

Total	$	12,443	$	2,439	$	10,004	$	—

We estimate the fair value of investments based on quoted market prices. For investments for which there are no quoted market prices, we derive fair values from available yield curves for investments of similar quality and terms.

Derivatives

Level 2 derivative assets and liabilities currently consist of FX forward contracts. Where applicable, the value of these derivative assets and liabilities is computed by discounting the projected future cash flow amounts to present value using market-based observable inputs, including FX forward and spot rates, interest rates and counterparty performance risk adjustments. At June 30, 2015 and December 31, 2014, we had forward contracts outstanding to purchase or sell Canadian dollars, with a total fair value of $(3.0) million and $(2.9) million, respectively.

Other Financial Instruments

We used the following methods and assumptions in estimating our fair value disclosures for our other financial instruments, as follows:

Cash and cash equivalents and restricted cash and cash equivalents . The carrying amounts that we have reported in the accompanying condensed consolidated balance sheets for cash and cash equivalents and restricted cash and cash equivalents approximate their fair values due to their highly liquid nature.

Long-term and short-term debt . We base the fair values of debt instruments on quoted market prices. Where quoted prices are not available, we base the fair values on the present value of future cash flows discounted at estimated borrowing rates for similar debt instruments or on estimated prices based on current yields for debt issues of similar quality and terms. The fair value of our debt instruments approximated their carrying value at June 30, 2015 and December 31, 2014.

NOTE 9 – STOCK-BASED COMPENSATION

Total stock-based compensation expense for all of our plans recognized for the three and six months ended June 30, 2015 totaled $17.8 million and $21.5 million, respectively, with associated tax benefit recognized for the three and six months ended June 30, 2015 totaling $6.0 million and $7.3 million, respectively. We recognized $13.2 million of stock-based compensation expense during the three and six months ended June 30, 2015 as costs to spin-off the Power Generation business. This expense related primarily to equity retention awards and expense acceleration associated with employee terminations.

Total stock-based compensation expense for all of our plans recognized for the three and six months ended June 30, 2014 totaled $5.2 million and $7.0 million, respectively, with associated tax benefit recognized for the three and six months ended June 30, 2014 totaling $2.0 million and $2.7 million, respectively.

NOTE 10 – SEGMENT REPORTING

As described in Note 1, our operations are assessed based on three reportable segments. An analysis of our operations by reportable segment is as follows:


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2015			2014			2015			2014
	(In thousands)						(In thousands)
REVENUES:
Nuclear Operations	$	291,751		$	293,438		$	576,189		$	579,652
Technical Services		21,589			26,015			40,173			50,470
Nuclear Energy		45,466			44,927			78,423			92,707
Other		—			—			—			278
Adjustments and Eliminations ⁽¹⁾		(1,671	)		(1,892	)		(2,163	)		(5,203	)

	$	357,135		$	362,488		$	692,622		$	717,904


⁽¹⁾ Segment revenues are net of the following intersegment transfers and other adjustments:

Nuclear Operations Transfers	$	(1,659	)	$	(1,844	)	$	(2,122	)	$	(4,931	)
Technical Services Transfers		(12	)		—			(12	)		(52	)
Nuclear Energy Transfers		—			(48	)		(29	)		(220	)

	$	(1,671	)	$	(1,892	)	$	(2,163	)	$	(5,203	)

OPERATING INCOME:
Nuclear Operations	$	61,145		$	58,682		$	129,157		$	118,210
Technical Services		5,490			15,078			7,135			29,867
Nuclear Energy		2,364			1,548			(1,304	)		2,071
Other		(4,490	)		(31,933	)		(9,658	)		(58,642	)

	$	64,509		$	43,375		$	125,330		$	91,506

Unallocated Corporate ⁽²⁾		(9,833	)		(5,961	)		(15,204	)		(8,283	)
Special Charges for Restructuring Activities		(16,460	)		(9,957	)		(16,608	)		(11,137	)
Cost to spin-off Power Generation business		(24,470	)		—			(25,987	)		—
Mark to Market Adjustment		(2,161	)		—			(2,161	)		—

Total Operating Income ⁽³⁾	$	11,585		$	27,457		$	65,370		$	72,086

Other Income (Expense) :
Interest income		170			27			234			231
Interest expense		(3,300	)		(636	)		(5,561	)		(1,805	)
Other – net		120			258			(1,284	)		363

Total Other Income (Expense)		(3,010	)		(351	)		(6,611	)		(1,211	)

Income before Provision for Income Taxes	$	8,575		$	27,106		$	58,759		$	70,875


⁽²⁾ Unallocated corporate includes general corporate overhead not allocated to segments.
⁽³⁾ Included in operating income is the following:

Equity in Income (Loss) of Investees :
Nuclear Operations	$	—		$	—		$	—		$	—
Technical Services		3,282			12,749			5,134			25,650
Nuclear Energy		—			—			—			2

	$	3,282		$	12,749		$	5,134		$	25,652

NOTE 11 – EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share:


	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2015			2014		2015			2014
	(In thousands, except share and per share amounts)
*Basic:*

Income (loss) from continuing operations less noncontrolling interest	$	(181	)	$	22,211	$	34,053		$	61,361
Income (loss) from discontinued operations, net of tax		(16,966	)		4,226		(5,943	)		10,120

Net income (loss)	$	(17,147	)	$	26,437	$	28,110		$	71,481

Weighted average common shares		107,120,149			109,766,237		106,948,033			110,102,826

Income (loss) from continuing operations less noncontrolling interest	$	0.00		$	0.20	$	0.32		$	0.56
Income (loss) from discontinued operations, net of tax		(0.16	)		0.04		(0.06	)		0.09

Net income (loss)	$	(0.16	)	$	0.24	$	0.26		$	0.65

*Diluted:*

Income (loss) from continuing operations less noncontrolling interest	$	(181	)	$	22,211	$	34,053		$	61,361
Income (loss) from discontinued operations, net of tax		(16,966	)		4,226		(5,943	)		10,120

Net income (loss)	$	(17,147	)	$	26,437	$	28,110		$	71,481

Weighted average common shares (basic)		107,120,149			109,766,237		106,948,033			110,102,826
Effect of dilutive securities:
Stock options, restricted stock and performance shares ⁽¹⁾		—			350,393		411,914			398,511

Adjusted weighted average common shares		107,120,149			110,116,630		107,359,947			110,501,337

Income (loss) from continuing operations less noncontrolling interest	$	0.00		$	0.20	$	0.32		$	0.56
Income (loss) from discontinued operations, net of tax		(0.16	)		0.04		(0.06	)		0.09

Net income (loss)	$	(0.16	)	$	0.24	$	0.26		$	0.65

(1)	At June 30, 2015 and 2014, we have excluded from our diluted share calculation 2,408,006 and 1,373,087 shares, respectively, related to stock options, as their effect would have been antidilutive.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

The following information should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included under Item 1 of this report and the audited consolidated financial statements and the related notes and Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our annual report on Form 10-K for the year ended December 31, 2014 (our “2014 10-K”).

In this quarterly report on Form 10-Q, unless the context otherwise indicates, “we,” “us” and “our” mean BWX Technologies, Inc. (“BWXT”) (formerly known as The Babcock & Wilcox Company) and its consolidated subsidiaries.

We are including the following discussion to inform our existing and potential security holders generally of some of the risks and uncertainties that can affect our company and to take advantage of the “safe harbor” protection for forward-looking statements that applicable federal securities law affords.

From time to time, our management or persons acting on our behalf make forward-looking statements to inform existing and potential security holders about our company. These statements may include projections and estimates concerning the timing and success of specific projects and our future backlog, revenues, income and capital spending. Forward-looking statements are generally accompanied by words such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “plan,” “seek,” “goal,” “could,” “intend,” “may,” “should” or other words that convey the uncertainty of future events or outcomes. In addition, sometimes we will specifically describe a statement as being a forward-looking statement and refer to this cautionary statement.

These forward-looking statements include, but are not limited to, statements that relate to, or statements that are subject to risks, contingencies or uncertainties that relate to:

•

our business strategy;

•

future levels of revenues (including our backlog and projected claims to the extent either may be viewed as an indicator of future revenues), operating margins, income from operations, net income or earnings per share;

•

anticipated levels of demand for our products and services;

•

future levels of research and development, capital, environmental or maintenance expenditures;

•

our beliefs regarding the timing and effects on our businesses of certain tax legislation, rules or regulations;

•

the success or timing of completion of ongoing or anticipated capital or maintenance projects;

•

expectations regarding the acquisition or divestiture of assets and businesses;

•

our share repurchase or other return of capital activities;

•

our ability to maintain appropriate insurance and indemnities;

•

the potential effects of judicial or other proceedings, including tax audits, on our business or businesses, financial condition, results of operations and cash flows;

•

the anticipated effects of actions of third parties such as competitors, or federal, foreign, state or local regulatory authorities, or plaintiffs in litigation;

•

the effective date and expected impact of accounting pronouncements;

•

our plans regarding the design, research and development, financing and deployment of the mPower ^TM reactor and related Department of Energy (“DOE”) funding program; and

•

anticipated benefits, expected charges and changes associated with cost reduction and margin improvement activities.

In addition, various statements in this quarterly report on Form 10-Q, including those that express a belief, expectation or intention, as well as those that are not statements of historical fact, are forward-looking statements.

We have based our forward-looking statements on our current expectations, estimates and projections about our industries and our company. We caution that these statements are not guarantees of future performance and you should not rely unduly on them, as they involve risks, uncertainties and assumptions that we cannot predict. In addition, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. While our management considers these assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. Accordingly, our actual results may differ materially from the future performance that we have expressed or forecast in our forward-looking statements.

Differences between actual results and any future performance suggested in our forward-looking statements could result from a variety of factors, including the following:

•

decisions on spending and trends by the U.S. Government, including continuing appropriations by Congress and the automatic budget cuts (or sequestration) established by the Budget Control Act of 2011 and other customers;

•

the highly competitive nature of our businesses;

•

general economic and business conditions, including changes in interest rates and currency exchange rates;

•

general developments in the industries in which we are involved;

•

cancellations of and adjustments to backlog and the resulting impact from using backlog as an indicator of future earnings;

•

changes in our effective tax rate and tax positions;

•

our ability to maintain operational support for our information systems against service outages and data corruption, as well as protection against cyber-based network security breaches and theft of data;

•

our ability to protect our intellectual property;

•

changes in incurred cost trends and estimates used in the percentage-of-completion method of accounting;

•

the operating risks normally incident to our lines of business, including the potential impact of project losses, liquidated damages and professional liability, product liability, warranty and other claims against us;

•

our ability to manage our capital structure, including our access to capital, debt and ability to raise additional financing;

•

our ability to comply with covenants in our credit agreement and other debt instruments and the availability, terms and deployment of capital;

•

volatility and uncertainty of the credit markets;

•

our ability to successfully manage research and development projects and costs, including our efforts to successfully develop and commercialize new technologies and products;

•

risks associated with our restructuring of the mPower program, including the risk of exposure to claims of contractual and other liability from our current partner, customer or others;

•

the risks associated with integrating businesses we acquire;

•

our ability to obtain and maintain builder’s risk, liability, property and other insurance in amounts and on terms we consider adequate and at rates that we consider economical;

•

the aggregated risks retained in our captive insurance subsidiary;

•

the effects of asserted and unasserted claims;

•

results of tax audits and the realization of deferred tax assets;

•

changes in, and liabilities relating to, existing or future environmental matters and regulations, including with respect to our operations that involve the handling, transportation and disposal of radioactive or hazardous materials;

•

changes in, or our failure or inability to comply with, laws and governmental regulations;

•

difficulties we may encounter in obtaining regulatory or other necessary permits or approvals;

•

adverse outcomes from legal and regulatory proceedings;

•

our limited ability to influence and direct the operations of our joint ventures;

•

our ability to perform projects on time and on budget, in accordance with the schedules and terms established by the applicable contracts with customers;

•

our ability to obtain and maintain surety bonds, letters of credit and similar financing;

•

potential violations of the Foreign Corrupt Practices Act;

•

our ability to successfully compete with current and future competitors;

•

the loss of key personnel and the continued availability of qualified personnel;

•

our inability to realize expected benefits from cost reduction and margin improvement initiatives;

•

our ability to negotiate and maintain good relationships with labor unions;

•

changes in pension and medical expenses associated with our retirement benefit programs and other actuarial assumptions;

•

potentially insufficient systems of internal controls over financial reporting;

•

the ability of our suppliers to deliver raw materials in sufficient quantities and in a timely manner;

•

social, political and economic situations in foreign countries where we do business;

•

the possibilities of natural disasters, war, other armed conflicts or terrorist attacks; and

•

our ability to complete the spin-off of our Power Generation business without significant disruption to our business.

We believe the items we have outlined above are important factors that could cause estimates in our financial statements to differ materially from actual results and those expressed in a forward-looking statement made in this report or elsewhere by us or on our behalf. We have discussed many of these factors in more detail elsewhere in this report and in Item 1A “Risk Factors” in our 2014 10-K. These factors are not necessarily all the factors that could affect us. Unpredictable or unanticipated factors we have not discussed in this report could also have material adverse effects on actual results of matters that are the subject of our forward-looking statements. We do not intend to update our description of important factors each time a potential important factor arises, except as required by applicable securities laws and regulations. We advise our security holders that they should (1) be aware that factors not referred to above could affect the accuracy of our forward-looking statements and (2) use caution and common sense when considering our forward-looking statements.

GENERAL

As a result of the spin-off of our Power Generation business, we now operate in three segments: Nuclear Operations, Technical Services and Nuclear Energy. Prior to 2015, our mPower business was considered a separate reportable segment; however, in accordance with FASB Topic Segment Reporting , this business no longer meets the quantitative threshold criteria and will be included in our “Other” category as it is no longer considered a reportable segment.

In general, we operate in capital-intensive industries and rely on large contracts for a substantial amount of our revenues. We are currently exploring growth strategies across our segments through acquisitions to expand and complement our existing businesses. We would expect to fund these opportunities by cash on hand, external financing (including debt), equity or some combination thereof.

Nuclear Operations Segment

The revenues of our Nuclear Operations segment are largely a function of defense spending by the U.S. Government. As a supplier of major nuclear components for certain U.S. Government programs, this segment is a significant participant in the defense industry.

On June 13, 2014, a uranium conversion company filed suit against the Secretary of Energy seeking, among other things, to enjoin the DOE from transferring portions of its excess uranium stockpile to support non-proliferation and other national security initiatives, as well as fund environmental clean-up work and other initiatives. On July 29, 2014, a motion for preliminary injunction was denied. However, the suit may still be successful in preventing the DOE’s transfer of excess uranium, which could adversely impact results in our Nuclear Operations and Technical Services segments.

Technical Services Segment

The revenues and equity in income of investees of our Technical Services segment are largely a function of spending by the U.S. Government and the performance scores we and our consortium partners earn in managing and operating high-consequence operations at U.S. nuclear weapons sites and national laboratories. With its specialized capabilities of full life-cycle management of special nuclear materials, facilities and technologies, our Technical Services segment participates in the cleanup, operation and management of the nuclear sites and weapons complexes maintained by the DOE.

Nuclear Energy Segment

Our Nuclear Energy segment’s overall activity primarily depends on the demand and competitiveness of nuclear energy. A significant portion of our Nuclear Energy segment’s operations depend on the timing of maintenance outages primarily in the Canadian market and the cyclical nature of capital expenditures and major refurbishments for nuclear utility customers, which could cause variability in our financial results.

Power Generation Spin-off

On June 30, 2015, we completed the spin-off of our former Power Generation business (the “spin-off”) into an independent, publicly traded company named Babcock & Wilcox Enterprises, Inc. (“BWE”). The separation was effected through a pro rata distribution of 100% of BWE’s common stock to BWXT’s stockholders. The distribution

consisted of one share of BWE common stock for every two shares of BWXT common stock to holders of BWXT common stock on the record date of June 18, 2015. Cash was paid in lieu of any fractional shares of BWE common stock. BWXT did not retain any ownership interest in BWE following the spin-off.

Prior to June 30, 2015, we completed an internal restructuring that separated the subsidiaries involved in our former Power Generation business and established BWE as the direct or indirect parent company of all those subsidiaries. Concurrent with the spin-off, The Babcock & Wilcox Company changed its name to BWX Technologies, Inc. Total costs associated with the spin-off, consisting primarily of professional services, retention and severance-related charges and facilities and infrastructure changes, approximated $66.5 million, of which $55.3 million and $60.4 million were recognized in the three and six month periods ended June 30, 2015, respectively, and $6.1 million was recognized in the year ended December 31, 2014.

The results of operations for the three and six month periods ended June 30, 2015 and 2014, reflect the historical operations of our former Power Generation business as discontinued operations. See Note 2 for further information regarding the spin-off of BWE. The discussions in this quarterly report are presented on the basis of continuing operations, unless otherwise stated.

Special Charges for Restructuring Activities

In 2014, we began certain initiatives aimed at driving margin improvement in our Nuclear Energy segment. The cost savings from these initiatives are expected to make our product and service offerings more cost-competitive through both direct and overhead cost reductions, allowing us to more aggressively pursue new business opportunities and other initiatives to increase stockholder value. We incurred $0.7 million and $2.8 million of costs associated with these initiatives for the six months ended June 30, 2015 and 2014, respectively.

In addition, in the six months ended June 30, 2015 and 2014, we incurred $15.9 million and $7.9 million of costs associated with the restructuring of our mPower program. The 2015 amount relates to asset impairments as a result of the significant adverse changes in the business prospects of the mPower program. In the six months ended June 30, 2014, we incurred $0.4 million of costs associated with the restructuring of our Technical Services segment.

Critical Accounting Policies and Estimates

For a summary of the critical accounting policies and estimates that we use in the preparation of our unaudited condensed consolidated financial statements, see Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2014 10-K. There have been no material changes to our policies during the six months ended June 30, 2015.

Accounting for Contracts

As of June 30, 2015, in accordance with the percentage-of-completion method of accounting, we have provided for our estimated costs to complete all of our ongoing contracts. However, it is possible that current estimates could change due to unforeseen events, which could result in adjustments to overall contract costs. A principal risk on fixed-priced contracts is that revenue from the customer is insufficient to cover increases in our costs. It is possible that current estimates could materially change for various reasons, including, but not limited to, fluctuations in forecasted labor productivity or steel and other raw material prices. In some instances, we guarantee completion dates related to our projects or provide performance guarantees. Increases in costs on our fixed-price contracts could have a material adverse impact on our consolidated results of operations, financial condition and cash flows. Alternatively, reductions in overall contract costs at completion could materially improve our consolidated results of operations, financial condition and cash flows. In the six months ended June 30, 2015 and 2014, we recognized net changes in estimates related to long-term contracts accounted for on the percentage-of-completion basis, which increased operating income by approximately $5.9 million and $10.0 million, respectively.

RESULTS OF OPERATIONS – THREE AND SIX MONTHS ENDED JUNE 30, 2015 VS. THREE AND SIX MONTHS ENDED JUNE 30, 2014

Selected financial highlights are presented in the table below:


	Three months ended June 30,									Six months ended June 30,
	2015			2014			$ Change			2015			2014			$ Change
	(in thousands)									(in thousands)
REVENUES:
Nuclear Operations	$	291,751		$	293,438		$	(1,687	)	$	576,189		$	579,652		$	(3,463	)
Technical Services		21,589			26,015			(4,426	)		40,173			50,470			(10,297	)
Nuclear Energy		45,466			44,927			539			78,423			92,707			(14,284	)
Other		—			—			—			—			278			(278	)
Adjustments and Eliminations		(1,671	)		(1,892	)		221			(2,163	)		(5,203	)		3,040

	$	357,135		$	362,488		$	(5,353	)	$	692,622		$	717,904		$	(25,282	)

OPERATING INCOME:
Nuclear Operations	$	61,145		$	58,682		$	2,463		$	129,157		$	118,210		$	10,947
Technical Services		5,490			15,078			(9,588	)		7,135			29,867			(22,732	)
Nuclear Energy		2,364			1,548			816			(1,304	)		2,071			(3,375	)
Other		(4,490	)		(31,933	)		27,443			(9,658	)		(58,642	)		48,984

	$	64,509		$	43,375		$	21,134		$	125,330		$	91,506		$	33,824

Unallocated Corporate		(9,833	)		(5,961	)		(3,872	)		(15,204	)		(8,283	)		(6,921	)
Special Charges for Restructuring Activities		(16,460	)		(9,957	)		(6,503	)		(16,608	)		(11,137	)		(5,471	)
Cost to spin-off Power Generation business		(24,470	)		—			(24,470	)		(25,987	)		—			(25,987	)
Mark to Market Adjustment		(2,161	)		—			(2,161	)		(2,161	)		—			(2,161	)

Total Operating Income	$	11,585		$	27,457		$	(15,872	)	$	65,370		$	72,086		$	(6,716	)

Consolidated Results of Operations

Three months ended June 30, 2015 vs. 2014

Consolidated revenues decreased 1.5%, or $5.4 million, to $357.1 million in the three months ended June 30, 2015 compared to $362.5 million for the corresponding period in 2014. The Nuclear Energy segment experienced a $0.5 million increase in revenues offset by decreased revenues in our Nuclear Operations and Technical Services segments totaling $1.7 million and $4.4 million, respectively.

Consolidated operating income decreased $15.9 million to $11.6 million in the three months ended June 30, 2015 from $27.5 million for the corresponding period of 2014. Operating income in our Nuclear Operations, Nuclear Energy and Other segments increased $2.5 million, $0.8 million and $27.4 million, respectively. These increases were offset by decreased operating income in our Technical Services and unallocated corporate segments totaling $9.6 million and $3.9 million, respectively. We also incurred increased special charges for restructuring activities totaling $6.5 million, costs to spin-off the Power Generation business totaling $24.5 million, and recorded a Mark to Market Adjustment totaling $2.2 million.

Six months ended June 30, 2015 vs. 2014

Consolidated revenues decreased 3.5%, or $25.3 million, to $692.6 million in the six months ended June 30, 2015 compared to $717.9 million for the corresponding period in 2014 due primarily to decreases in revenues from our Nuclear Operations, Technical Services and Nuclear Energy segments totaling $3.5 million, $10.3 million and $14.3 million, respectively.

Consolidated operating income decreased $6.7 million to $65.4 million in the six months ended June 30, 2015 from $72.1 million for the corresponding period of 2014. Operating income in our Nuclear Operations and Other segments increased $10.9 million and $49.0 million, respectively. These increases were offset by decreased operating income in our Technical Services, Nuclear Energy and unallocated corporate segments totaling $22.7 million, $3.4 million and $6.9 million, respectively. We also incurred increased special charges for restructuring activities totaling $5.5 million, costs to spin-off the Power Generation business totaling $26.0 million, and recorded a Mark to Market Adjustment totaling $2.2 million.

Nuclear Operations


	Three months ended June 30,									Six months ended June 30,
	2015			2014			$ Change			2015			2014			$ Change
	(in thousands)									(in thousands)
Revenues	$	291,751		$	293,438		$	(1,687	)	$	576,189		$	579,652		$	(3,463	)
Operating Income	$	61,145		$	58,682		$	2,463		$	129,157		$	118,210		$	10,947
% of Revenues		21.0	%		20.0	%					22.4	%		20.4	%

Three months ended June 30, 2015 vs. 2014

Revenues totaled $291.8 million in the three months ended June 30, 2015 and were relatively unchanged compared to $293.4 million in the corresponding period of 2014.

Operating income increased $2.5 million to $61.1 million in the three months ended June 30, 2015 compared to $58.7 million in the corresponding period of 2014, primarily due to contract improvements related to manufacturing of nuclear components for U.S. Government programs.

Six months ended June 30, 2015 vs. 2014

Revenues totaled $576.2 million in the six months ended June 30, 2015 and were relatively unchanged compared to $579.7 million in the corresponding period of 2014.

Operating income increased $10.9 million to $129.2 million in the six months ended June 30, 2015 compared to $118.2 million in the corresponding period of 2014, primarily due to contract improvements related to both our manufacturing of nuclear components for U.S. Government programs and our naval nuclear fuel and downblending operations. We also recognized a $3.0 million benefit from the settlement of a property-related insurance claim during the six months ended June 30, 2015.

Technical Services


	Three months ended June 30,							Six months ended June 30,
	2015		2014		$ Change			2015		2014		$ Change
	(in thousands)							(in thousands)
Revenues	$	21,589	$	26,015	$	(4,426	)	$	40,173	$	50,470	$	(10,297	)
Operating Income	$	5,490	$	15,078	$	(9,588	)	$	7,135	$	29,867	$	(22,732	)

Three months ended June 30, 2015 vs. 2014

Revenues decreased 17.0%, or $4.4 million, to $21.6 million in the three months ended June 30, 2015 compared to $26.0 million for the corresponding period of 2014, primarily attributable to a decrease in specialty manufacturing associated with the termination of our work scope for the American Centrifuge Program that occurred during the second quarter of 2014.

Operating income decreased $9.6 million to $5.5 million in the three months ended June 30, 2015 compared to $15.1 million in the corresponding period of 2014 primarily attributable to the loss of the Pantex and Y-12 contracts as of June 30, 2014.

Six months ended June 30, 2015 vs. 2014

Revenues decreased 20.4%, or $10.3 million, to $40.2 million in the six months ended June 30, 2015 compared to $50.5 million for the corresponding period of 2014, primarily attributable to a decrease in specialty manufacturing associated with the termination of our work scope for the American Centrifuge Program that occurred during the second quarter of 2014.

Operating income decreased $22.7 million to $7.1 million in the six months ended June 30, 2015 compared to $29.9 million in the corresponding period of 2014 primarily attributable to the loss of the Pantex and Y-12 contracts as of June 30, 2014. In addition, the termination of our work scope for the American Centrifuge Program contributed $1.9 million to the decline in operating income.

Nuclear Energy


	Three months ended June 30,								Six months ended June 30,
	2015			2014			$ Change		2015			2014			$ Change
	(in thousands)								(in thousands)
Revenues	$	45,466		$	44,927		$	539	$	78,423		$	92,707		$	(14,284	)
Operating Income	$	2,364		$	1,548		$	816	$	(1,304	)	$	2,071		$	(3,375	)
% of Revenues		5.2	%		3.4	%				(1.7	)%		2.2	%

Three months ended June 30, 2015 vs. 2014

Revenues increased 1.2%, or $0.5 million, to $45.5 million in the three months ended June 30, 2015 compared to $44.9 million in the corresponding period of 2014. This increase was primarily attributable to a $6.6 million increase in our nuclear services business attributable to outage work in both Canada and the United States. This increase was partially offset by lower volume in our nuclear equipment business when compared to the corresponding 2014 period.

Operating income increased $0.8 million to $2.4 million in the three months ended June 30, 2015 compared to $1.5 million in the corresponding period of 2014, primarily attributable to improved operating performance in our nuclear services business.

Six months ended June 30, 2015 vs. 2014

Revenues decreased 15.4%, or $14.3 million, to $78.4 million in the six months ended June 30, 2015 compared to $92.7 million in the corresponding period of 2014. This decrease is primarily attributable to lower volume in our nuclear equipment business associated with steam generator manufacturing as well as the completion of a large engineering services contract that was ongoing in the same period of the prior year. The disposal of our Nuclear Projects business in the second quarter of 2014 also contributed to a decline in revenue of $8.6 million.

Operating income decreased $3.4 million to a loss of $1.3 million in the six months ended June 30, 2015 compared to $2.1 million in the corresponding period of 2014, primarily attributable to the decrease in nuclear equipment revenues noted above.

Other


	Three months ended June 30,								Six months ended June 30,
	2015			2014			$ Change		2015			2014			$ Change
	(in thousands)								(in thousands)
Revenues	$	—		$	—		$	—	$	—		$	278		$	(278	)
Operating Income	$	(4,490	)	$	(31,933	)	$	27,443	$	(9,658	)	$	(58,642	)	$	48,984

Three months ended June 30, 2015 vs. 2014

Operating income increased $27.4 million to a loss of $4.5 million in the three months ended June 30, 2015 compared to a loss of $31.9 million in the corresponding period of 2014, due to the slowing pace of development related to our previously announced plans to restructure the mPower program. Research and development activities decreased $25.8 million, which was partially offset by a $2.8 million decline in reimbursements from the DOE under its Small Modular Reactor Licensing Technical Support Program related to the development of the mPower™ reactor design. At this time, the latest extension to the Cooperative Agreement has expired and the DOE funding has been suspended. Selling, general and administrative expenses also decreased by $4.2 million compared to the same period in 2014 primarily due to the restructuring of our mPower program to focus on technology development.

Six months ended June 30, 2015 vs. 2014

Operating income increased $49.0 million to a loss of $9.7 million in the six months ended June 30, 2015 compared to a loss of $58.6 million in the corresponding period of 2014, due to the slowing pace of development related to our previously announced plans to restructure the mPower program. Research and development activities decreased $58.6 million, which was partially offset by a $19.8 million decline in reimbursements from the DOE under its Small Modular Reactor Licensing Technical Support Program related to the development of the mPower™ reactor design. At this time, the latest extension to the Cooperative Agreement has expired and the DOE funding has been suspended. Selling, general and administrative expenses also decreased by $9.6 million compared to the same period in 2014 primarily due to the restructuring of our mPower program to focus on technology development.

Unallocated Corporate

Unallocated corporate expenses increased $3.9 million to $9.8 million for the three months ended June 30, 2015, as compared to $6.0 million for the corresponding period in 2014, mainly related to favorable healthcare costs experienced in the prior year period. Unallocated corporate expenses increased $6.9 million to $15.2 million for the six months ended June 30, 2015, as compared to $8.3 million for the corresponding period in 2014, mainly related to favorable healthcare costs experienced in the prior year period.

Unallocated corporate expenses through June 30, 2015 include certain expenses that were incurred to manage and provide corporate support of a larger consolidated group prior to the spin-off of the Power Generation business. General corporate overhead expenses that are not specifically identifiable with the Power Generation business are reflected as part of continuing operations for the historical financial statements. We expect unallocated corporate expense to be approximately $15 to $20 million on an annual basis subsequent to the spin-off of the Power Generation business.

Special Charges for Restructuring Activities

Operating income for the three and six months ended June 30, 2015 included special charges for restructuring activities totaling $16.5 million and $16.6 million, respectively, primarily related to asset impairments recognized as a result of the significant adverse change in the business prospects of the mPower program.

Operating income for the three and six months ended June 30, 2014 included special charges for restructuring activities totaling $10.0 million and $11.1 million, respectively, primarily related to termination benefits, consulting costs and facility costs related to our mPower restructuring and Nuclear Energy margin improvement initiatives.

Provision for Income Taxes


	Three months ended June 30,									Six months ended June 30,
	2015			2014			$ Change			2015			2014			$ Change
	(in thousands)									(in thousands)
Income from Continuing Operations before Provision for Income Taxes	$	8,575		$	27,106		$	(18,531	)	$	58,759		$	70,875		$	(12,116	)
Income Tax Provision	$	8,982		$	7,917		$	1,065		$	25,200		$	16,542		$	8,658
Effective Tax Rate		104.7	%		29.2	%					42.9	%		23.3	%

We primarily operate in the United States and Canada. Beginning in the second quarter of 2015, we began recognizing our consolidated income tax provision based on the U.S. federal statutory rate of 35% due to the presumed repatriation of our Canadian earnings.

Backlog

Backlog is not a measure recognized by generally accepted accounting principles. It is possible that our methodology for determining backlog may not be comparable to methods used by other companies. We generally include expected revenue in our backlog when we receive written confirmation from our customers authorizing the performance of work and committing the customer to payment for work performed. We are subject to the budgetary and appropriation cycle of the U.S. Government as it relates to our Nuclear Operations and Technical Services segments. Backlog may not be indicative of future operating results and projects in our backlog may be cancelled, modified or otherwise altered by customers. We do not include orders of our unconsolidated joint ventures in backlog. These unconsolidated joint ventures are primarily included in our Technical Services segment.


	June 30, 2015		December 31, 2014
	(Unaudited)
	(In millions)
Nuclear Operations	$	2,599	$	2,778
Technical Services		13		3
Nuclear Energy		381		264

Total Backlog	$	2,993	$	3,045

Of the June 30, 2015 backlog, we expect to recognize revenues as follows:


	2015		2016		Thereafter		Total
	(Unaudited)
	(In approximate millions)
Nuclear Operations	$	582	$	815	$	1,202	$	2,599
Technical Services		13		—		—		13
Nuclear Energy		65		118		198		381

Total Backlog	$	660	$	933	$	1,400	$	2,993

At June 30, 2015, Nuclear Operations backlog with the U.S. Government was $2.5 billion, of which $167.7 million had not yet been funded.

At June 30, 2015, Technical Services backlog with the U.S. Government was $12.7 million, all of which was funded.

At June 30, 2015, Nuclear Energy had no backlog with the U.S. Government.

Liquidity and Capital Resources

Credit Facility

Long-term Benefit Obligations

Our unfunded pension and postretirement benefit obligations totaled $333.4 million at June 30, 2015. These long-term liabilities are expected to require use of our resources to satisfy future funding obligations. We expect to make contributions to these plans totaling $9.2 million for the remainder of 2015 primarily related to our foreign pension plans and postretirement plans.

Other

Our domestic and foreign cash and cash equivalents, restricted cash and cash equivalents and investments as of June 30, 2015 and December 31, 2014 were as follows:


	June 30, 2015		December 31, 2014
	(In thousands)
Domestic	$	65,748	$	159,770
Foreign		10,939		29,853

Total	$	76,687	$	189,623

We expect cash on hand, cash flow from operations and borrowing capacity under the Credit Agreement to be sufficient to meet our liquidity needs for the next twelve months.

Our working capital decreased by approximately $65.5 million to $283.3 million at June 30, 2015 from $348.8 million at December 31, 2014, attributable primarily to timing of accounts payable and accrued employee benefit payments.

Our net cash provided by operations was $83.3 million in the six months ended June 30, 2015, compared to cash used in operations of $107.7 million for the six months ended June 30, 2014. This increase in cash provided by operations was largely attributable to improved project cash flows and working capital in relation to the prior year period.

Our net cash used in investing activities decreased by $114.5 million to $43.2 million in the six months ended June 30, 2015 from cash used in investing activities of $157.7 million in the six months ended June 30, 2014. The higher cash used in investing activities in 2014 was primarily attributable to the prior year acquisition of MEGTEC associated with our former Power Generation business.

Our net cash used in financing activities was $301.2 million in the six months ended June 30, 2015, compared to cash provided by financing activities of $139.6 million for the six months ended June 30, 2014. This increase in net cash used in financing activities was primarily attributable to cash divested in connection with the spin-off of our former Power Generation business. In addition, we borrowed less from our credit facility and repurchased fewer common shares during the 2015 period as compared to the prior year period.

At June 30, 2015, we had restricted cash and cash equivalents totaling $18.0 million, $2.5 million of which was held for future decommissioning of facilities (which we include in other assets on our condensed consolidated balance sheets) and $15.5 million of which was held to meet reinsurance reserve requirements of our captive insurer.

At June 30, 2015, we had investments with a fair value of $11.8 million. Our investment portfolio consists primarily of investments in corporate bonds, equities and highly liquid money market instruments. Our investments are carried at fair value and are either classified as trading, with unrealized gains and losses reported in earnings, or as available-for-sale, with unrealized gains and losses, net of tax, reported as a component of other comprehensive income (loss).

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Our exposures to market risks have not changed materially from those disclosed in Item 7A included in Part II of our 2014 10-K.

Item 4.

Controls and Procedures

As of the end of the period covered by this quarterly report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) adopted by the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Our disclosure controls and procedures were developed through a process in which our management applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding the control objectives. You should note that the design of any system of disclosure controls and procedures is based in part upon various assumptions about the likelihood of future events, and we cannot assure you that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. Based on the evaluation referred to above, our Chief Executive Officer and Chief Financial Officer concluded that the design and operation of our disclosure controls and procedures are effective as of June 30, 2015 to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and such information is accumulated and communicated to management as appropriate to allow timely decisions regarding disclosure. There has been no change in our internal control over financial reporting during the quarter ended June 30, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION

Item 1.

Legal Proceedings

For information regarding ongoing investigations and litigation, see Note 6 to our unaudited condensed consolidated financial statements in Part I of this report, which we incorporate by reference into this Item.

Item 1A.

Risk Factors

In addition to the other information in this report, the other factors presented in Item 1A. Risk Factors in our annual report on Form 10-K for the year ended December 31, 2014 are some of the factors that could materially affect our business, financial condition or future results.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

In November 2012, we announced that our Board of Directors authorized a share repurchase program. The following table provides information on our purchases of equity securities during the quarter ended June 30, 2015. Any shares purchased that were not part of a publicly announced plan or program are related to repurchases of common stock pursuant to the provisions of employee benefit plans that permit the repurchase of shares to satisfy statutory tax withholding obligations.


Period	Total number of shares purchased ⁽¹⁾		Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs		Approximate dollar value of shares that may yet be purchased under the plans or programs (in millions) ⁽²⁾
April 1, 2015 – April 30, 2015		331	$	32.36		—	$	346.6
May 1, 2015 – May 31, 2015		1,567	$	33.48		—	$	346.6
June 1, 2015 – June 30, 2015		1,567	$	33.41		—	$	346.6

Total		3,465	$	33.34		—

⁽¹⁾	Includes 331 shares, 1,567 shares and 1,567 shares repurchased during April, May and June, respectively, pursuant to the provisions of employee benefit plans that permit the repurchase of shares to satisfy statutory tax withholding obligations.

⁽²⁾

On November 7, 2012, we announced that our Board of Directors authorized us to repurchase an indeterminate number of shares of our common stock at an aggregate market value of up to $250 million in the open market during a two-year period ending on November 5, 2014. On May 7, 2013, we announced that our Board of Directors authorized us to repurchase an indeterminate number of shares of our common stock at an aggregate market value of up to $250 million. On February 26, 2014, we announced that our Board of Directors authorized us to repurchase an indeterminate number of shares of our common stock at an aggregate market value of up to $250 million. The May 2013 and February 2014 authorizations are in addition to the initial $250 million share repurchase amount authorized in November 2012. On December 9, 2013, we completed the repurchase of shares using our initial $250 million authorization. We may repurchase shares in the open market using the additional repurchase amounts authorized in May 2013 and February 2014 during a two-year period that expires February 25, 2016.

Item 4.

Mine Safety Disclosures

Before the spin-off was completed on June 30, 2015, we owned, managed and operated Ebensburg Power Company, an independent power company that produces alternative electrical energy. Through one of our former subsidiaries, Revloc Reclamation Service, Inc., Ebensburg Power Company operates multiple coal refuse sites in Western Pennsylvania (collectively, the “Revloc Sites”). At the Revloc Sites, Ebensburg Power Company utilizes coal refuse from abandoned surface mine lands to produce energy. Beyond converting the coal refuse to energy, Ebensburg Power Company is also taking steps to reclaim the former surface mine lands to make the land and streams more attractive for wildlife and human uses.

The Revloc Sites are subject to regulation by the federal Mine Safety and Health Administration under the Federal Mine Safety and Health Act of 1977. Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and this Item is included in Exhibit 95 to this quarterly report on Form 10-Q.

Item 6.

Exhibits

Exhibit 2.1* - Master Separation Agreement dated as of July 2, 2010 between McDermott International, Inc. and The Babcock & Wilcox Company (incorporated by reference to Exhibit 2.1 to The Babcock & Wilcox Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 (File No. 1-34658)).

Exhibit 2.2* - Master Separation Agreement, dated as of June 8, 2015, between The Babcock & Wilcox Company and Babcock & Wilcox Enterprises, Inc. (incorporated by reference to Exhibit 2.1 to BWX Technologies, Inc. Current Report on Form 8-K filed with the SEC on June 9, 2015 (File No. 1-34658))

Exhibit 3.1* - Restated Certificate of Incorporation of The Babcock & Wilcox Company (incorporated by reference to Exhibit 3.1 to The Babcock & Wilcox Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 (File No. 1-34658)).

Exhibit 3.2 - Certificate of Amendment to Restated Certificate of Incorporation

Exhibit 3.3* - Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to BWX Technologies, Inc. Current Report on Form 8-K filed with the SEC on June 9, 2015 (File No. 1-34658))

Exhibit 10.1 - Tax Sharing Agreement, dated as of June 8, 2015, by and between The Babcock & Wilcox Company and Babcock & Wilcox Enterprises, Inc.

Exhibit 10.2* - Employee Matters Agreement, dated as of June 8, 2015, by and between The Babcock & Wilcox Company and Babcock & Wilcox Enterprises, Inc. (incorporated by reference to Exhibit 10.1 to BWX Technologies, Inc. Current Report on Form 8-K filed with the SEC on June 9, 2015 (File No. 1-34658))

Exhibit 10.3 - Transition Services Agreement, dated as of June 8, 2015, between The Babcock & Wilcox Company, as service provider, and Babcock & Wilcox Enterprises, Inc., as service receiver

Exhibit 10.4 - Transition Services Agreement, dated as of June 8, 2015, between Babcock & Wilcox Enterprises, Inc., as service provider, and The Babcock & Wilcox Company, as service receiver

Exhibit 10.5 - Assumption and Loss Allocation Agreement, dated as of June 19, 2015, by and among ACE American Insurance Company and the Ace Affiliates (as defined therein), Babcock & Wilcox Enterprises, Inc. and The Babcock & Wilcox Company

Exhibit 10.6 - Reinsurance Novation and Assumption Agreement, dated as of June 19, 2015, by and among ACE American Insurance Company and the Ace Affiliates (as defined therein), Creole Insurance Company and Dampkraft Insurance Company

Exhibit 10.7 - Novation and Assumption Agreement, dated as of June 19, 2015, by and among The Babcock & Wilcox Company, Babcock & Wilcox Enterprises, Inc., Dampkraft Insurance Company and Creole Insurance Company

Exhibit 10.8* - Credit Agreement, dated as of May 11, 2015, among The Babcock & Wilcox Company, as the borrower, Bank of America, N.A., as Administrative Agent, and the Other Lenders Party Thereto (incorporated by reference to Exhibit 10.1 to BWX Technologies, Inc. Current Report on Form 8-K filed with the SEC on May 15, 2015 (File No. 1-34658))

Exhibit 10.9 ⁺ - 2010 Long-Term Incentive Plan of BWX Technologies, Inc. as amended and restated July 1, 2015

Exhibit 10.10 ⁺ - BWX Technologies, Inc. Executive Incentive Compensation Plan as amended & Restated July 1, 2015

Exhibit 10.11 ⁺ - BWX Technologies, Inc. Executive Severance Plan amended and restated July 1, 2015

Exhibit 10.12 ⁺ - Supplemental Executive Retirement Plan of BWX Technologies, Inc. as amended and restated July 1, 2015

Exhibit 10.13 ⁺ - BWX Technologies, Inc. Defined Contribution Restoration Plan as amended and restated effective July 1, 2015

Exhibit 10.14* ⁺ - Form of Change In Control Agreement between BWX Technologies, Inc. and selected officers (incorporated by reference to Exhibit 10.1 to BWX Technologies, Inc. Current Report on Form 8-K filed with the SEC on July 6, 2015 (File No. 1-34658))

Exhibit 10.15 ⁺ - Form of Director and Officer Indemnification Agreement entered into between BWX Technologies, Inc. and each of its directors and selected officers effective July 1, 2015.

Exhibit 10.16 - Limited Liability Company Agreement of Generation mPower LLC dated as of February 28, 2011 by and among Generation mPower LLC, Babcock & Wilcox Modular Reactors, LLC and BDC Nexgen Power LLC.

Exhibit 31.1 - Rule 13a-14(a)/15d-14(a) certification of Chief Executive Officer.

Exhibit 31.2 - Rule 13a-14(a)/15d-14(a) certification of Chief Financial Officer.

Exhibit 32.1 - Section 1350 certification of Chief Executive Officer.

Exhibit 32.2 - Section 1350 certification of Chief Financial Officer.

Exhibit 95 - Mine Safety Disclosure

101.INS - XBRL Instance Document

101.SCH - XBRL Taxonomy Extension Schema Document

101.CAL - XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB - XBRL Taxonomy Extension Label Linkbase Document

101.PRE - XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF - XBRL Taxonomy Extension Definition Linkbase Document

^*	Incorporated by reference to the filing indicated.

⁺	Management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		BWX TECHNOLOGIES, INC.

		/s/ David S. Black
By:		David S. Black
		Senior Vice President and Chief Financial Officer
		(Principal Financial Officer and Duly Authorized Representative)

		/s/ Jason S. Kerr
By:		Jason S. Kerr
		Vice President and Chief Accounting Officer
		(Principal Accounting Officer and Duly Authorized Representative)

August 5, 2015

EXHIBIT INDEX


Exhibit Number		Description

2.1*		Master Separation Agreement, dated as of July 2, 2010, between McDermott International, Inc. and The Babcock & Wilcox Company (incorporated by reference to Exhibit 2.1 to The Babcock & Wilcox Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 (File No. 1-34658)).

2.2*		Master Separation Agreement, dated as of June 8, 2015, between The Babcock & Wilcox Company and Babcock & Wilcox Enterprises, Inc. (incorporated by reference to Exhibit 2.1 to BWX Technologies, Inc. Current Report on Form 8-K filed with the SEC on June 9, 2015 (File No. 1-34658))

3.1*		Restated Certificate of Incorporation of The Babcock & Wilcox Company (incorporated by reference to Exhibit 3.1 to The Babcock & Wilcox Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 (File No. 1-34658)).

3.2		Certificate of Amendment to Restated Certificate of Incorporation

3.3*		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to BWX Technologies, Inc. Current Report on Form 8-K filed with the SEC on June 9, 2015 (File No. 1-34658))

10.1		Tax Sharing Agreement, dated as of June 8, 2015, by and between The Babcock & Wilcox Company and Babcock & Wilcox Enterprises, Inc.

10.2*		Employee Matters Agreement, dated as of June 8, 2015, by and between The Babcock & Wilcox Company and Babcock & Wilcox Enterprises, Inc. (incorporated by reference to Exhibit 10.1 to BWX Technologies, Inc. Current Report on Form 8-K filed with the SEC on June 9, 2015 (File No. 1-34658))

10.3		Transition Services Agreement, dated as of June 8, 2015, between The Babcock & Wilcox Company, as service provider, and Babcock & Wilcox Enterprises, Inc., as service receiver

10.4		Transition Services Agreement, dated as of June 8, 2015, between Babcock & Wilcox Enterprises, Inc., as service provider, and The Babcock & Wilcox Company, as service receiver

10.5		Assumption and Loss Allocation Agreement, dated as of June 19, 2015, by and among ACE American Insurance Company and the Ace Affiliates (as defined therein), Babcock & Wilcox Enterprises, Inc. and The Babcock & Wilcox Company

10.6		Reinsurance Novation and Assumption Agreement, dated as of June 19, 2015, by and among ACE American Insurance Company and the Ace Affiliates (as defined therein), Creole Insurance Company and Dampkraft Insurance Company

10.7		Novation and Assumption Agreement, dated as of June 19, 2015, by and among The Babcock & Wilcox Company, Babcock & Wilcox Enterprises, Inc., Dampkraft Insurance Company and Creole Insurance Company

10.8*		Credit Agreement, dated as of May 11, 2015, among The Babcock & Wilcox Company, as the borrower, Bank of America, N.A., as Administrative Agent, and the Other Lenders Party Thereto (incorporated by reference to Exhibit 10.1 to BWX Technologies, Inc. Current Report on Form 8-K filed with the SEC on May 15, 2015 (File No. 1-34658))

10.9 ⁺		2010 Long-Term Incentive Plan of BWX Technologies, Inc. as amended and restated July 1, 2015

10.10 ⁺		BWX Technologies, Inc. Executive Incentive Compensation Plan as amended & Restated July 1, 2015



10.11 ⁺		BWX Technologies, Inc. Executive Severance Plan amended and restated July 1, 2015

10.12 ⁺		Supplemental Executive Retirement Plan of BWX Technologies, Inc. as amended and restated July 1, 2015

10.13 ⁺		BWX Technologies, Inc. Defined Contribution Restoration Plan as amended and restated effective July 1, 2015

10.14* ⁺		Form of Change In Control Agreement between BWX Technologies, Inc. and selected officers (incorporated by reference to Exhibit 10.1 to BWX Technologies, Inc. Current Report on Form 8-K filed with the SEC on July 6, 2015 (File No. 1-34658))

10.15 ⁺		Form of Director and Officer Indemnification Agreement entered into between BWX Technologies, Inc. and each of its directors and selected officers effective July 1, 2015.

10.16		Limited Liability Company Agreement of Generation mPower LLC dated as of February 28, 2011 by and among Generation mPower LLC, Babcock & Wilcox Modular Reactors, LLC and BDC Nexgen Power LLC.

31.1		Rule 13a-14(a)/15d-14(a) certification of Chief Executive Officer.

31.2		Rule 13a-14(a)/15d-14(a) certification of Chief Financial Officer.

32.1		Section 1350 certification of Chief Executive Officer.

32.2		Section 1350 certification of Chief Financial Officer.

95		Mine Safety Disclosure

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

^*	Incorporated by reference to the filing indicated.

⁺	Management contract or compensatory plan or arrangement.

Exhibit 3.2

CERTIFICATE OF AMENDMENT

RESTATED CERTIFICATE OF INCORPORATION

THE BABCOCK & WILCOX COMPANY

The undersigned, James D. Canafax, certifies that he is the Senior Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer of The Babcock & Wilcox Company, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), and does hereby further certify as follows:

1. The name of the Corporation is The Babcock & Wilcox Company. The original certificate of incorporation of the Corporation was filed with the Secretary of State the State of Delaware on March 8, 2010 and was restated by the Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on July 2, 2010.

2. This Certificate of Amendment to the Restated Certificate of Incorporation has been duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”).

3. Article FIRST of the Restated Certificate of Incorporation of the Corporation is hereby amended as follows:

FIRST: The name of the Corporation is BWX Technologies, Inc.

IN WITNESS WHEREOF, I have signed this Certificate of Amendment to the Restated Certificate of Incorporation on behalf of The Babcock & Wilcox Company this 30th day of June, 2015.


THE BABCOCK & WILCOX COMPANY

By:		/s/ James D. Canafax
		James D. Canafax
		Senior Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer

Exhibit 10.1

EXECUTION VERSION

TAX SHARING AGREEMENT

by and between

Remainco

and

Spinco

Dated as of

June 8, 2015

TABLE OF CONTENTS


	PAGE

Tax Sharing Agreement		3

Recitals		3

1. Definitional provisions		3

2. Sole tax sharing agreement		12

3. Preparation and filing of tax returns; payment of taxes		13

4. Indemnification for income taxes and other taxes		17

5. Spin-off related matters		19

6. Tax contests		23

7. Apportionment of tax attributes; carrybacks		26

8. Cooperation and exchange of information		27

9. Resolution of disputes		28

10. Payments		28

11. Notices		29

12. Designation of affiliate		29

13. Miscellaneous		30

Appendix A		33

TAX SHARING AGREEMENT

This TAX SHARING AGREEMENT (this “ Agreement ”), dated as of June 8, 2015, is made by and between Babcock & Wilcox Company, a Delaware corporation (“ Remainco ”), and Babcock & Wilcox Enterprises, Inc., a Delaware corporation (“Spinco”), a wholly owned subsidiary of Remainco. Remainco and Spinco are sometimes referred to herein individually as a “Party”, and collectively as the “Parties.”

RECITALS

WHEREAS, the Board of Directors of Remainco has determined that it is appropriate and in the best interest of Remainco and its shareholders to effect a reorganization and spin-off (the “Separation”) to separate the Spinco Group (as defined below);

WHEREAS, Remainco and Spinco have entered into a Master Separation Agreement (the “ Separation Agreement ”) providing for the separation of the Spinco Group from the Remainco Group;

WHEREAS, pursuant to the terms of the Separation Agreement, the Parties will take, or cause to be taken, actions (including the transfer of Assets and the assumption of Liabilities) necessary to effect the Separation;

WHEREAS, for U.S. federal income tax purposes, it is intended that the transactions necessary to effect the Separation shall qualify as tax-free transactions under Sections 355(a), 368(a)(1)(D) and/or 351 of the Code (as defined below);

WHEREAS, pursuant to the tax laws of various jurisdictions, the Affiliated Group (as defined below) of which Remainco is the common parent files certain tax returns on a consolidated, combined, unitary or other group basis;

WHEREAS, the Parties hereto wish to provide for the payment of Income Taxes (as defined below) and Other Taxes (as defined below) and entitlement to refunds thereof, allocate responsibility and provide for cooperation in connection with the filing of returns in respect of Income Taxes and Other Taxes, and provide for certain other matters relating to Income Taxes and Other Taxes.

NOW, THEREFORE, in consideration of the premises and the representations, covenants and agreements herein contained and intending to be legally bound hereby, Remainco and Spinco hereby agree as follows:

1. Definitional Provisions.

(a) Definitions . Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Separation Agreement. For purposes of this Agreement, the following terms shall have the meanings set forth below:

“ Actually Realized ” or “ Actually Realizes ” shall mean, for purposes of determining the timing of the incurrence of or reduction in any Spin-Off Tax Liability, Income Tax Liability or Other Tax Liability or the realization of a Refund (or any related Income Tax or Other Tax cost or benefit), whether by receipt or as a credit or other offset to Taxes payable, by a Person in respect of any payment, transaction, occurrence or event, the time at which the amount of Income Taxes or Other Taxes paid by such Person is increased above (or reduced below) the amount of Income Taxes or Other Taxes that such Person would have been required to pay but for such payment, transaction, occurrence or event, or in the case of a Refund the time at which the Refund is actually received.

“ Affiliated Group ” shall mean an affiliated group of corporations within the meaning of Code Section 1504(a).

“ Business Day ” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions located in the state of New York are authorized or obligated by law or executive order to close.

“ Carryback ” shall mean the carryback of a Tax Attribute (including a net operating loss, a net capital loss or a tax credit) from a Post-Distribution Taxable Period to a Pre-Distribution Taxable Period.

“ Code ” shall mean the Internal Revenue Code of 1986.

“ Combined Return ” shall mean a consolidated, combined or unitary Income Tax Return or Other Tax Return that actually includes, by election or otherwise, one or more members of the Remainco Group and one or more members of the Spinco Group.

“ Distribution Date ” shall mean the date on which the External Spin-Off is completed.

“ Distribution-Related Proceeding ” shall mean any Proceeding in which the IRS, another Tax Authority or any other party asserts a position that could reasonably be expected to adversely affect the Tax-Free Status of any of the Spin-Off-Related Transactions.

“ Equity Securities ” shall mean any stock or other securities treated as equity for tax purposes, options, warrants, rights, convertible debt, or any other instrument or security that affords any Person the right, whether conditional or otherwise, to acquire stock or to be paid an amount determined by reference to the value of stock.

“ External Spin-Off ” shall mean the distribution of Spinco stock by Remainco to its shareholders.

“ Fifty-Percent or Greater Interest ” shall have the meaning ascribed to such term for purposes of Sections 355(d) and (e) of the Code.

“ Final Determination ” (and the correlative term, “ Finally Determined ”) shall mean the final resolution of liability for any Income Tax or Other Tax, which resolution may be for a specific issue or adjustment or for a taxable period, (a) by IRS Form 870, 870-PT or 870-AD (or any successor forms thereto), on the date of acceptance by or on behalf of the taxpayer, or by a comparable form under the laws of a state, local, or foreign taxing jurisdiction, except that a Form 870, 870-PT or 870-AD or comparable form shall not constitute a Final Determination to the extent that it reserves (whether by its terms or by operation of law) the right of the taxpayer to file a claim for Refund or the right of the Tax Authority to assert a further deficiency in respect of such issue or adjustment or for such taxable period (as the case may be); (b) by a decision, judgment, decree, or other order by a court of competent jurisdiction, which has become final and nonappealable; (c) by a closing agreement or accepted offer in compromise under Sections 7121 or 7122 of the Code, or a comparable agreement under the laws of a state, local, or foreign taxing jurisdiction; (d) by any allowance of a Refund or credit in respect of an overpayment of Income Tax or Other Tax, but only after the expiration of all periods during which such Refund may be recovered (including by way of offset) by the jurisdiction imposing such Income Tax or Other Tax; or (e) by any other final disposition, including by reason of the expiration of the applicable statute of limitations or by mutual agreement of the parties.

“ Identifiable Cause” shall mean a breach of the representations in Section 5(a) or occurrence of any of the events or actions described in the covenants in Section 5(b), in each case read as applying to both Remainco and Spinco, that results in the Spin-Off-Related Transactions failing to qualify for Tax-Free Status; or similar actions that resulted in the incurrence of Prior Spin-Off Tax Liabilities.

I ncome Tax ” (a) shall mean (i) any federal, state, local or foreign tax, charge, fee, impost, levy or other assessment that is based upon, measured by, or calculated with respect to (A) net income or profits (including, but not limited to, any capital gains, gross receipts, or minimum tax, and any tax on items of tax preference, but not including sales, use, value added, real property gains, real or personal property, transfer or similar taxes), (B) multiple bases (including, but not limited to, corporate franchise, doing business or occupation taxes), if one or more of the bases upon which such tax may be based, by which it may be measured, or with respect to which it may be calculated is described in clause (a)(i)(A) of this definition, or (C) any net worth, franchise or similar tax, in each case together with (ii) any interest and any penalties, fines, additions to tax or additional amounts imposed by any Tax Authority with respect thereto and (b) shall include any transferee, successor or joint or several liability imposed by law or contract in respect of any amount described in clause (a) of this definition.

“ Income Tax Benefit ” shall mean, with respect to the effect of any Carryback on the Income Tax Liability of a Filing Party or the Filing Party’s Group for any taxable period, the excess of (a) the hypothetical Income Tax Liability of Filing Party or the Filing Party’s Group for such taxable period, calculated as if such Carryback had not been utilized but with all other facts unchanged over (b) the actual Income Tax Liability of the Filing Party or the Filing Party’s Group for such taxable period, calculated taking into account such Carryback (and treating a Refund as a negative Income Tax Liability, for purposes of such calculation).

“ Income Tax Liabilities ” shall mean all liabilities for Income Taxes.

“ Income Tax Return ” shall mean any return, report, filing, statement, questionnaire, declaration or other document required to be filed with a Tax Authority in respect of Income Taxes.

“ Indemnified Party ” shall mean any Person seeking indemnification pursuant to the provisions of this Agreement.

“ Indemnifying Party ” shall mean any party hereto from which any Indemnified Party is seeking indemnification pursuant to the provisions of this Agreement.

“ Internal Spin-Off ” shall mean a distribution of the stock of one member of the Remainco Group (including, for this purpose, the Spinco Group) by another member prior to the External Distribution in order to effect the Separation.

“ IRS ” shall mean the Internal Revenue Service of the United States.

“ Losses ” shall mean any and all losses, liabilities, claims, damages, obligations, payments, costs and expenses, matured or unmatured, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, known or unknown (including the costs and expenses of any and all actions, threatened actions, demands, assessments, judgments, settlements and compromises relating thereto and attorneys’ fees and any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any such actions or threatened actions).

“ Other Tax Liabilities ” shall mean all liabilities for Other Taxes.

“ Other Tax Return ” shall mean any return, report, filing, statement, questionnaire, declaration or other document required to be filed with a Tax Authority in respect of Other Taxes.

“ Other Taxes ” shall mean all Taxes other than Income Taxes, whenever created or imposed, and whether of the United States of America or elsewhere, and whether imposed by a local, municipal, governmental, state, federation or other body, and without limiting

the generality of the foregoing, shall include superfund, sales, use, ad valorem, value added, occupancy, transfer, recording, withholding, payroll, employment, excise, occupation, premium or property taxes (in each case, together with any related interest, penalties and additions to tax, or additional amounts imposed by any Tax Authority thereon).

“ Payroll Taxes ” shall mean any Taxes imposed by any Tax Authority on an employer in connection with the payment or provision of salaries or benefits and other remuneration to employees or directors, including income tax withholding, social security, unemployment taxes, and premiums for workers’ compensation.

“ Permitted Transaction ” shall mean any transaction that satisfies the requirements of Section 5(c).

“ Person ” shall mean any individual, partnership, joint venture, limited liability company, corporation, association, joint stock company, trust, unincorporated organization or similar entity or a governmental authority or any department or agency or other unit thereof.

“ Post-Distribution Taxable Period ” shall mean a taxable period that begins after the Distribution Date.

“ Pre-Distribution Taxable Period ” shall mean a taxable period that ends on or before or that includes the Distribution Date. For the avoidance of doubt, a Pre-Distribution Taxable Period includes a Straddle Period.

“ Prior Spin-Off Tax Liabilities ” shall mean any Income Tax Liabilities of Remainco or its affiliates attributable to the failure of the spin-off of The Babcock & Wilcox Company by McDermott International, Inc. in 2010, and the related transactions undertaken in connection therewith, to quality as tax-free transactions.

“ Proceeding ” shall mean any audit or other examination, or judicial or administrative proceeding relating to liability for, or Refunds or adjustments with respect to, Income Taxes or Other Taxes.

“ Refund ” shall mean any refund of Income Taxes or Other Taxes, including any reduction in Income Tax Liabilities or Other Tax Liabilities by means of a credit, offset or otherwise.

“ Remainco ” shall have the meaning set forth in the first paragraph of this Agreement.

“ Remainco Adjustment ” shall mean an adjustment of any item of income, gain, loss, deduction, credit or other Tax item attributable to any member of the Remainco Group (including, in the case of any state or local consolidated, combined or unitary income or franchise taxes, a change in one or more apportionment factors of members of the Remainco Group) pursuant to a Final Determination for a Pre-Distribution Taxable Period.

“ Remainco Business ” shall mean each trade or business that is actively conducted (within the meaning of Section 355(b) of the Code) by Remainco or any other member of the Remainco Group immediately after the Spin-Off and that is relied upon in the Tax Opinion Documents to satisfy the requirements of Section 355(b) with respect to the Spin-Offs.

“ Remainco Consolidated Group ” shall mean the affiliated group of corporations (within the meaning of Section 1504(a) of the Code) of which Remainco is the common parent (and any predecessor or successor to such affiliated group).

“ Remainco Employee ” shall mean, with respect to any particular Payroll Tax Return of any member of the Remainco Group and the Payroll Taxes required to be withheld or paid in connection with such Return, an employee who is required to be included in such Payroll Tax Return.

“ Remainco Group ” shall mean (a) Remainco and each Person that is a direct or indirect Subsidiary of Remainco (including any Subsidiary of Remainco that is disregarded for U.S. federal Income Tax purposes (or for purposes of any state, local, or foreign tax law)) immediately after the External Spin-Off, (b) any corporation (or other Person) that shall have merged or liquidated into Remainco or any such Subsidiary and (c) any predecessor or successor to any Person otherwise described in this definition.

“ Remainco Separate Return ” shall mean any Income Tax Return or Other Tax Return required to be filed by any member of the Remainco Group (including any consolidated, combined or unitary return) that does not include any member of the Spinco Group.

“ Representative ” shall mean with respect to a Person, such Person’s officers, directors, employees and other authorized agents.

“ Restriction Period ” shall mean the period beginning on the Distribution Date and ending on the day after the second anniversary of the Distribution Date.

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

“ Spinco ” shall have the meaning set forth in the recitals to this Agreement.

“ Spinco Adjustment ” shall mean an adjustment of any item of income, gain, loss, deduction, credit or other Tax item attributable to any member of the Spinco Group (including, in the case of any state or local consolidated, combined or unitary income or franchise taxes, a change in one or more apportionment factors of members of the Spinco Group) pursuant to a Final Determination for a Pre-Distribution Taxable Period.

“ Spinco Business ” shall mean each trade or business that is actively conducted (within the meaning of Section 355(b) of the Code) by Spinco or any other member of the Spinco Group immediately after the Spin-Off and that is relied upon in the Tax Opinion Documents to satisfy the requirements of Section 355(b) with respect to the Spin-offs.

“ Spinco Consolidated Group ” shall mean the affiliated group of corporations (within the meaning of Section 1504(a) of the Code) of which Spinco is the common parent, determined immediately after the Spin-Off (and any predecessor or successor to such affiliated group other than the Remainco Consolidated Group).

“ Spinco Employee ” shall mean, with respect to any particular Payroll Tax Return of any member of the Spinco Group and the Payroll Taxes required to be withheld or paid in connection with such Return, an employee who is required to be included in such Payroll Tax Return.

“ Spinco Group ” shall mean (a) Spinco and each Person that is a direct or indirect Subsidiary of Spinco (including any subsidiary that is disregarded for U.S. federal Income Tax purposes (or for purposes of any state, local, or foreign tax law)) immediately after the Spin-Offs, (b) any corporation (or other Person) that shall have merged or liquidated into Spinco or any such Subsidiary and (c) any predecessor or successor to any Person otherwise described in this definition.

“ Spinco Separate Return ” shall mean any Income Tax Return or Other Tax Return required to be filed by any member of the Spinco Group (including any consolidated, combined or unitary return) that does not include any member of the Remainco Group, including any U.S. consolidated federal Income Tax Returns of the Spinco Consolidated Group required to be filed with respect to a Post-Distribution Taxable Period.

“ Spin-Offs ” shall mean the External and Internal Spin-offs.

“ Spin-Off-Related Losses ” shall mean:

(a) the Spin-Off Tax Liabilities,

(b) all accounting, legal and other professional fees, and court costs incurred in connection with such Spin-Off Tax Liabilities, and

(c) all costs, expenses, damages and other Losses associated with stockholder litigation or controversies and any amount payable by Remainco or Spinco or their respective Affiliates in respect of the liability of shareholders, whether paid to shareholders or to the IRS or any other Tax Authority in each case, resulting from the failure of any of the Spin-Off-Related Transactions to qualify for Tax-Free Status.

“ Spin-Off-Related Transactions ” shall mean the Spin-Offs and other transactions carried out to effect the Separation that are intended to have Tax Free status.

“ Spin-Off Tax Liabilities ” shall mean, with respect to any Taxing Jurisdiction, the sum of (a) any increase in Income Tax Liability or Other Tax Liability (or reduction in a Refund) incurred as a result of any corporate-level gain or income recognized with respect to the failure of any of the Spin-Off-Related Transactions to qualify for Tax-Free Status under the Income Tax laws of such Taxing Jurisdiction pursuant to any Final Determination, (b) interest on such amounts imposed with respect to such Tax Liability, and (c) any penalties actually paid to such Taxing Jurisdiction that would not have been paid but for the failure of any of the Spin-Off-Related Transactions to qualify for Tax-Free Status in such Taxing Jurisdiction.

“ Straddle Period ” shall mean any taxable period that begins on or before and ends after the Distribution Date.

“ Tax ” shall mean all Income Taxes and Other Taxes.

“ Tax Attribute ” shall mean a net operating loss, net capital loss, overall domestic loss, overall foreign loss, investment credit, minimum tax credit, general business credit, foreign tax credit, excess charitable contribution or other similar item under U.S. federal Income Tax laws or comparable provisions of foreign, state or local tax law.

“ Tax Authority ” shall mean a governmental authority (foreign or domestic) or any subdivision, agency, commission or authority thereof or any quasi-governmental or private body having jurisdiction over the assessment, determination, collection or imposition of any Tax (including the IRS).

“ Tax Benefit ” shall have the meaning set forth in Section 4(d) of this Agreement.

“ Tax Counsel ” shall mean tax counsel of recognized national standing that is acceptable to Remainco.

“ Tax Dispute ” shall have the meaning set forth in Section 10 of this Agreement.

“ Tax Dispute Arbitrator ” shall have the meaning set forth in Section 10 of this Agreement.

“ Tax-Free Status ” shall mean the qualification of each of the Spin-Off-Related Transactions as a transaction in which Remainco, the other members of the Remainco Group, Spinco, and the other members of the Spinco Group recognize no income or gain other than intercompany items taken into account pursuant to the Treasury Regulations promulgated pursuant to Section 1502 of the Code.

“ Tax Opinion ” shall mean the tax opinion issued by Tax Counsel in connection with the Spin-Off-Related Transactions.

“ Tax Opinion Documents ” shall mean the Tax Opinion and the information and representations provided by, or on behalf of, Remainco or Spinco to Tax Counsel in connection therewith.

“ Tax Returns ” shall mean all Income Tax Returns and Other Tax Returns.

“ Taxing Jurisdiction ” shall mean the United States and every other government or governmental unit having jurisdiction to tax Remainco or Spinco or any of their respective Affiliates.

“ Underpayment Rate ” shall mean the annual rate of interest described in Section 6621(c) of the Code for large corporate underpayments of Income Tax (or similar provision of state, local or foreign Income Tax law, as applicable), as determined from time to time.

“ Unqualified Tax Opinion ” shall mean an unqualified opinion of Tax Counsel on which Remainco may rely to the effect that a transaction will not disqualify any of the Spin-Off-Related Transactions from Tax-Free Status, assuming that the Spin-Off-Related Transactions would have qualified for Tax-Free Status if such transaction did not occur.

(b) Interpretation . In this Agreement, unless the context clearly indicates otherwise:

(i) words used in the singular include the plural and words used in the plural include the singular;

(ii) references to any Person include such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and a reference to such Person’s “Affiliates” or “Subsidiaries” shall be deemed to mean such Person’s Subsidiaries following the Distribution;

(iii) any reference to any gender includes the other gender and the neuter;

(iv) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”;

(v) the words “shall” and “will” are used interchangeably and have the same meaning;

(vi) the word “or” shall have the inclusive meaning represented by the phrase “and/or”;

(vii) any reference to any Section means such Section of this Agreement, and references in any Section or definition to any clause mean such clause of such Section or definition;

(viii) the words “herein,” “hereunder,” “hereof,” “hereto” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Section or other provision of this Agreement;

(ix) any reference to any agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and by this Agreement;

(x) any reference to any law (including statutes and ordinances) means such law (including all rules and regulations promulgated thereunder) as amended, modified, codified or reenacted, in whole or in part, and in effect at the time of determining compliance or applicability;

(xi) relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding” and “through” means “through and including”;

(xii) if there is any conflict between the provisions of the Separation and Distribution Agreement and this Agreement, the provisions of this Agreement shall control with respect to the subject matter hereof;

(xiii) the headings of Sections contained in this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of or to affect the meaning or interpretation of this Agreement;

(xiv) any portion of this Agreement obligating a party to take any action or refrain from taking any action, as the case may be, shall mean that such party shall also be obligated to cause its relevant Subsidiaries to take such action or refrain from taking such action, as the case may be; and

(xv) the language of this Agreement shall be deemed to be the language the parties hereto have chosen to express their mutual intent, and no rule of strict construction shall be applied against any party.

2. Sole Tax Sharing Agreement.

This Agreement shall constitute the entire agreement between Remainco and Spinco and their respective Affiliates (including direct or indirect corporate Subsidiaries, controlled partnerships, and controlled limited liability companies) with respect to the subject matters herein. Further, for the avoidance of doubt, this Agreement shall control with respect to any matters set forth herein, including but not limited to preparing and filing Tax Returns (including any amended returns), making any Tax elections, and the control and resolution of disputes with respect to Tax Returns.

3. Preparation and Filing of Tax Returns; Payment of Taxes.

(a) Filing of Tax Returns and Payment of Taxes.

(i) Remainco Combined Income Tax Returns . Remainco shall prepare and file or cause to be prepared and filed all Combined Returns for Income Taxes and shall pay all Income Taxes due with respect to such Income Tax Returns for which Remainco or a member of the Remainco Group is the taxpayer or Tax filer of record. Spinco shall pay to Remainco an amount of the Tax shown as payable on such Tax Return based on the relative contributions of members of the Spinco Group to the items of income, loss, credits, and other specific items included in such Tax Return, calculated in accordance with the principles and methods set forth in Appendix A. On the Distribution Date, Spinco shall be deemed to have paid to Remainco an agreed-upon estimated amount of the Income Taxes that will be payable pursuant to the preceding sentence, calculated in accordance with the historical Tax accounting and allocations methods used by Remainco and the members of its group. Upon the later of (x) 10 Business Days after the filing of the applicable Income Tax Return with respect to Income Taxes pursuant to this Section 3(b)(i), or (y) five Business Days after Remainco provides written notice setting forth the computation of such Income Taxes and Spinco’s allocable share thereof, Spinco shall pay to Remainco any such Income Taxes in excess of the estimated payment previously deemed paid by Spinco or, if the estimated Income Taxes deemed paid by Spinco exceed the amount otherwise payable (including if the amount of Tax shown on such Tax Return is negative; i.e., a Refund is due), Remainco shall refund such excess to Spinco.

(ii) Spinco Combined Income Tax Returns . Spinco shall prepare and file or cause to be prepared and filed all Combined Returns for Income Taxes and shall pay all Income Taxes due with respect to such Income Tax Returns for which Spinco is or a member of the Spinco Group the taxpayer or Tax filer of record. Remainco shall pay to Spinco an amount of the Tax shown as payable on such Tax Return based on the relative contributions of members of the Remainco Group to the items of income, loss, credits, and other specific items included in such Tax Return, calculated in accordance with the principles and methods set forth in Appendix A. On the Distribution Date, Remainco shall be deemed to have paid to Spinco an agreed-upon estimated amount of the Income Taxes that will be be payable pursuant to the preceding sentence, calculated in accordance with the historical Tax accounting and allocations methods used by Spinco and the members of its group. Upon the later of (x) 10 Business Days after the filing of the applicable Income Tax Return with

respect to Income Taxes pursuant to this Section 3(b)(i), or (y) five Business Days after Spinco provides written notice setting forth the computation of such Income Taxes and Remainco’s allocable share thereof, Remainco shall pay to Spinco any such Income Taxes in excess of the estimated payment previously deemed paid by Remainco or, if the estimated Income Taxes deemed paid by Remainco exceed the amount otherwise payable (including if the amount of Income Tax shown on such Tax Return is negative; i.e., a Refund is due), Spinco shall refund such excess to Remainco.

(iii) Other Tax Returns that are Combined Returns . Remainco shall prepare and file or cause to be prepared and filed all Other Tax Returns that are Combined Returns for which Remainco or a member of the Remainco Group is the taxpayer or Tax filer of record, and Spinco shall prepare and file or cause to be prepared and filed all Other Tax Returns that are Combined Returns for which Spinco or a member of the Spinco Group is the taxpayer or Tax filer of record. The Party (Remainco or Spinco) that is responsible for filing the Combined Return (the “Filing Party”) shall pay all Taxes due with respect to such Tax Returns. With respect to each such Combined Return the Party (Remainco or Spinco) that is not the Filing Party but one or more members of whose Group is included in such Tax Return (the “Non-filing Party”) shall pay to the Filing Party an amount equal to the amount of Tax that would have been payable by the members of Non-filing Party’s Group included in such Combined Return if they had been the only entities included in such Combined Return. On the Distribution Date, the Non-filing Party shall be deemed to have have paid to the Filing Party an estimated amount of the Taxes payable pursuant to the preceding sentence. Upon the later of (x) 10 Business Days after the filing of the applicable Tax Return with respect to which such Taxes are due, or (y) five Business Days after the Filing Party provides written notice setting forth the computation of such Taxes, the Non-filing Party shall pay to the Filing Party any such Taxes in excess of the estimated payment previously deemed paid by the Non-filing Party or, if the estimated Taxes paid by the Non-filing Party exceed the amount otherwise payable (including if the Tax shown on such Combined Return is negative; i.e., a Refund is due) , the Filing Party shall refund such excess.

(iv) Payroll Taxes. Remainco and Spinco each shall pay or cause to be paid any Payroll Taxes with respect to Remainco Employees or Spinco Employees, respectively, and shall be responsible for filing any Tax Returns due with respect to such Payroll Taxes.

(v) Remainco Separate Returns . Remainco shall prepare and file or cause to be prepared and filed all Remainco Separate Returns and shall pay, or cause to be paid, and shall be responsible for, any and all Income Taxes or Other Taxes due or required to be paid with respect to any Remainco Separate Return for both Pre-Distribution Taxable Periods and Post-Distribution Taxable Periods

(vi) Spinco Separate Returns . Spinco shall prepare and file or cause to be prepared and filed all Spinco Separate Returns and shall pay, or cause to be paid, and shall be responsible for, any and all Income Taxes or Other Taxes due or required to be paid with respect to any Spinco Separate Return for both Pre-Distribution Taxable Periods and Post-Distribution Taxable Periods.

(vii) Transfer Taxes . Remainco and Spinco jointly and equally shall be responsible for, and shall indemnify the other Party against, all transfer, documentary, sales, use, registration and similar Taxes and related fees incurred as a result of the Spin-Offs Related Transaction. The Party with the legal obligation therefor shall timely prepare and file all Tax Returns as may be required in connection with the payment of such Taxes.

(viii) Amended Returns . Only the Filing Party for any Tax Return, or a member of its Group, shall be entitled to file any Amended Tax Returns with respect to such Tax Return. If any Tax items of a Non-filing Party or its Group that were included in a Combined Tax Return filed by the Filing Party should change, the Filing Party shall file an Amended Tax Return to reflect such change upon approving the request of the Non-filing Party, which approval will not be unreasonably withheld. In the event that an amended Tax Return results in a Refund of Taxes the Party entitled to such Refund shall be the Party that would be entitled to such Refund under Section 3(c)(i) if such Refund had been attributable to a Final Determination, and if such amended Tax Return results in the payment of additional Taxes, such Taxes shall be the responsibility of the Party that would be responsible for such Taxes under Section 3(c)(i) if such Taxes had been attributable to a Remainco Adjustment or a Spinco Adjustment, as the case may be.

(ix) Timing of Payments. Except as otherwise specifically set forth in this Agreement, all payments required to be made by one Party to another Party pursuant to this Section 3 shall be made no later than five days prior to the date such Taxes are due to the relevant Tax Authority or, in the case of any amended Tax Return, within five days after any Taxes or Refund attributable to such Tax Return are Actually Realized.

(b) Preparation of Tax Returns.

(i) In the absence of a controlling change in law, or except as otherwise set forth in this Agreement, all Combined Tax Returns filed after the date of this Agreement shall be prepared on a basis consistent with the elections, accounting methods, conventions and principles of taxation used for the most recent taxable periods for which such Tax Returns and accruals involving similar items have been filed. Except as otherwise provided in this Agreement, all decisions relating to the preparation of such Tax Returns shall be made in the sole discretion of the Filing Party; provided, however, that the Non-filing Party shall have the right to review and comment on such Tax Returns prior to the filing thereof.

(ii) The Filing Party for a Straddle Period Combined Return shall determine the items of income, gain, deduction, loss and credit of each member of the Non-filing Party’s Group that must be included in such Combined Return by closing the books of such members of the Non-filing Party’s Group at the Distribution Date.

(iii) The Non-filing Party shall, and shall cause each other member of its Group that is included in such Combined Return to, prepare and submit at the Filing Party’s request (and in no event later than 60 days after such request), at its own expense, all information that the Filing Party shall reasonably request, in such form as the Filing Party shall reasonably request, to enable the Filing Party to prepare any Combined Income Tax Return or Other Tax Return required to be filed pursuant to this Agreement. The Filing Party shall make any such Tax Return and related workpapers available for review by the Non-filing Party to the extent such Tax Return relates to Taxes for which any member of the Non-filing Party’s Group would reasonably be expected to be liable.

(iv) Except as required by applicable law or as a result of a Final Determination, neither Remainco nor Spinco shall (nor shall either cause or permit any other members of the Remainco Group or Spinco Group, respectively, to) take any position that is either inconsistent with the treatment of the Spin-Off-Related Transactions as having Tax-Free Status (or analogous status under state, local or foreign law) or with respect to a specific item of income, deduction, gain, loss or credit on an Income Tax Return or Other Tax Return, treat such specific item in a manner which is inconsistent with the manner such specific item is reported on an Income Tax Return or Other Tax Return prepared or filed by either Party pursuant to Section 3(b) hereof (including the claiming of a deduction previously claimed on any such Income Tax Return or Other Tax Return).

(i) Combined Returns Tax Adjustment-Allocations. If one or more Remainco Adjustments and/or Spinco Adjustments are made to a Combined Return, the adjustments shall be reflected in the Tax items taken into account in accordance with the principles and methods set forth in Appendix A to determine the adjusted allocation of Tax (or Tax Benefit) among the members of the Groups.

(ii) Payroll Taxes . In the event of any Final Determination that increases the Payroll Taxes payable by any member of the Remainco Group or the Spinco Group for any Pre-Distribution Taxable Period, such Payroll Taxes shall be the responsibility of (A) Remainco if such Payroll Taxes are with respect to a Remainco Employee, or (B) Spinco if such Payroll Taxes are with respect to a Spinco Employee.

4. Indemnification for Income Taxes and Other Taxes.

(a) Indemnification by Remainco. From and after the Distribution Date, Remainco and each other member of the Remainco Group shall jointly and severally indemnify, defend and hold harmless Spinco and each other member of the Spinco Group and each of their respective Representatives from and against (i) all Income Tax Liabilities and Other Tax Liabilities that Remainco or any other member of the Remainco Group is responsible for pursuant to Section 3 and that are not otherwise described in this Section 4(a) or in Section 4(b), (ii) 50% of all Prior Spin-off Tax Liabilities, unless due to Identifiable Cause by either Spinco or Remainco, in which case 100% of such Prior Spin-off Tax Liabilities shall be payable by the Party that caused such Liability; (iii) 60% of all Spin-Off-Related Losses that are not due to Identifiable Cause; and (iv) all Spin-Off Related Losses that are not described in Section 4(a) (iii) or 4(b)(iii).

(b) Indemnification by Spinco. From and after the Distribution Date, Spinco and each other member of the Spinco Group shall jointly and severally indemnify, defend and hold harmless Remainco and each other member of the Remainco Group and each of their respective Representatives from and against (i) all Income Tax Liabilities and Other Tax Liabilities that Spinco or any other member of the Spinco Group is responsible for under Section 3, (ii) 50% of all Prior Spin-off Tax Liabilities, unless due to Identifiable Cause by Remainco or Spinco, in which case 100% of such Prior Spin-off Tax Liabilities shall be payable by the Party that caused such Liability; (iii) 40% of all Spin-Off-Related Losses that are not due to Identifiable Cause; and (iv) all Spin-Off-Related Losses for which Spinco is responsible under Section 5.

(c) Timing of Indemnification Payments. Any payment with respect to any indemnification obligation pursuant to this Section 4 shall be made by the Indemnifying Party promptly, but, in any event, no later than:

(i) in the case of an indemnification obligation with respect to any Income Tax Liabilities or Other Tax Liabilities, the later of (A) five Business Days after the Indemnified Party notifies the Indemnifying Party and (B) five Business Days prior to the date the Indemnified Party is required to make a payment of taxes, interest, or penalties to the applicable Tax Authority (including a payment with respect to an assessment of a tax deficiency by any Taxing Jurisdiction or a payment made in settlement of an asserted tax deficiency) or realizes a reduced Refund; and

(ii) in the case of any payment or indemnification of any Losses not described in Section 4(c)(i) (including, but not limited to, any Losses described in the definition of Spin-Off-Related Losses), the later of (A) five Business Days after the Indemnified Party notifies the Indemnifying Party and (B) five Business Days prior to the date the Indemnified Party makes a payment thereof.

(d) Tax Benefits .

(i) Indemnified Tax Adjustments . If an adjustment or resulting indemnification obligation under Section 4 results in increased deductions, losses, or credits, or decreases in income, gains or recapture of Tax credits (“Tax Benefits”) to any member of the Indemnified Party’s Group which would not be allowable but for the indemnification obligation (or the adjustment giving rise to such indemnification obligation); then the Indemnified Party shall pay the Indemnifying Party the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that the Indemnified Party or any other member of its Group would have been required to pay (or increases, in cash, the amount of a Refund to which the Indemnified Party or any other member of the its Group would have been entitled) but for such indemnification obligation (or adjustment giving rise to such indemnification obligation), in accordance with Appendix A. The Indemnified Party shall pay the Indemnifying Party for such Tax Benefit no later than five Business Days after such Tax Benefit is Actually Realized.

(ii) Other Tax Adjustments — Pre-distribution Taxable Periods . If an adjustment resulting in increased Tax liability to one Party also results in a corresponding adjustment resulting in a Tax Benefit to the other Party, which would not be allowable but for such adjustment, then the Party realizing the Tax Benefit shall pay the other Party the amount by which such Tax Benefit actually reduces, in cash, the amount of Tax that such Party would have been required to pay (or increases, in cash, the amount of a Refund which such Party or any member of its Group would have been entitled) but for such Tax Benefit ( provided that the amount of such Tax Benefit payable under this section 4(d)(ii) shall not exceed the amount of the increased Tax liability of the other Party); in accordance with Appendix A. The Party realizing the Tax Benefit shall pay the other Party for such Tax Benefit no later than five Business Days after such Tax Benefit is Actually Realized.

(iii) Employee Compensation — Post-distribution Taxable Periods . With respect to the Remainco Equity Compensation Awards and Spinco Equity Compensation Awards (each as defined in the Employee Matters Agreement) held by Remainco Employees, Remainco or the appropriate member of the Remainco Group shall claim any federal, state and/or local tax deductions after the Distribution Date, and no member of the Spinco Group shall claim any such deductions. With respect to the Remainco Equity Compensation Awards and Spinco Equity Compensation Awards held by Spinco Employees, Spinco or the

appropriate member of the Spinco Group shall claim any federal, state and/or local tax deductions after the Distribution Date, and no member of the Remainco Group shall claim any such deductions. If either Remainco or Spinco determines in its reasonable judgment that there is a substantial likelihhod that a tax deduction that was assigned to the Remainco Group or the Spinco Group pursuant to this Section 4(d)(iii) will instead be available only to the other party (whether as a result of a determination by the Internal Revenue Service or another tax authority, a change in the Code or the regulations or guidance thereunder, or otherwise), it shall notify the other party and both parties will negotiate in good faith to resolve the issue in accordance with the following principle: the party entitled to the deduction shall pay to the other party an amount that places the other party in a financial position equivalent to the financial position the party would have been in had the party received the deduction as intended under this Section 4(d)(iii). Such amount shall be paid within 5 days after filing the last tax return necessary to make the determination described in the preceding sentence.

5. Spin-Off Related Matters.

(a) Representations.

(i) Tax Opinion Documents. Remainco and Spinco each hereby represents and warrants to the other that it has examined the Tax Opinion Documents (including the representations to the extent that they relate to the plans, proposals, intentions, and policies of itself, its Subsidiaries, its Business, or its Group), and to the extent in reference to itself, its Subsidiaries, its Business, or its Group, the facts presented and the representations made therein are true, correct and complete.

(ii) Tax-Free Status. Remainco and Spinco each hereby represents and warrants to the other that neither itself nor any other member of its Group has a plan or intention to take any action, or fail to take any action, or knows of any circumstance, that could reasonably be expected to (A) cause any of the Spin-Off-Related Transactions not to have Tax-Free Status or (B) cause any representation or factual statement made in this Agreement, the Separation and Distribution Agreement or the Tax Opinion Documents to be untrue in a manner that would have an adverse effect on the Tax-Free Status of any of the Spin-Off-Related Transactions.

(iii) Plan or Series of Related Transactions. Spinco hereby represents and warrants that, to the best knowledge of Spinco, none of the Spin-Off-Related Transactions are part of a plan (or series of related transactions) pursuant to which a Person will acquire stock representing a Fifty-Percent or Greater Interest in Spinco or any successor to Spinco.

(b) Covenants.

(i) Actions Consistent with Representations and Covenants . Neither Remainco nor Spinco shall take any action or permit any other member of the Remainco Group or the Spinco Group, respectively, to take any action, or shall fail to take any action or permit any other member of the Remainco Group or the Spinco Group, respectively, to fail to take any action, where such action or failure to act would be inconsistent with or cause to be untrue any material information, covenant or representation in this Agreement, the Master Separation Agreement or the Tax Opinion Documents.

(ii) Preservation of Tax-Free Status . Spinco shall not take any action (including any cessation, transfer or disposition of all or any portion of any Spinco Business, payment of extraordinary dividends, acquisitions or issuances of stock or entering into any agreement, understanding, arrangement or substantial negotiations regarding any such actions) or permit any other member of the Spinco Group to take any such action, or fail to take any such action or permit any other member of the Spinco Group to fail to take any such action, in each case , unless such action or failure to act would not cause any of the Spin-Off-Related Transactions to fail to have Tax-Free Status or could not require Remainco or Spinco to reflect a liability or reserve with respect to any of the Spin-Off-Related Transactions in its financial statements

(iii) Spinco Business Continuation . Until the first day after the Restriction Period, none of Spinco or any member of the Spinco Group shall engage in any transaction (including any cessation, transfer or disposition of all or any portion of any Spinco Business) that would result in Spinco or its “separate affiliated group” (within the meaning of Section 355(b) of the Code) ceasing to be engaged in any Spinco Business for purposes of Section 355(b).

(iv) Sales, Issuances and Redemptions of Equity Securities. Until the first day after the Restriction Period, none of Spinco or any other member of the Spinco Group shall, or shall agree to, sell or otherwise issue to any Person, or redeem or otherwise acquire from any Person, any Equity Securities of Spinco or any other member of the Spinco Group; provided, however, that Spinco may issue such Equity Securities to the extent such issuances satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulation Section 1.355-7(d).

(v) Tender Offer; Other Business Transactions. Until the first day after the Restriction Period, none of Spinco or any other member of the Spinco Group shall (A) solicit any Person to make a tender offer for, or otherwise acquire or sell, the Equity Securities of Spinco, (B) participate in or support any unsolicited tender offer for, or other acquisition, issuance or disposition of, the Equity Securities of Spinco or (C) approve or otherwise permit any proposed business combination or any transaction which, in the case of clauses (A) or (B), individually or in the aggregate, together with any transaction

occurring within the four-year period beginning on the date which is two years before the Distribution Date and any other transaction which is part of a plan or series of related transactions (within the meaning of Section 355(e) of the Code) that includes the Spin-Off, could result in one or more Persons acquiring (except for acquisitions that otherwise satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulation Section 1.355-7(d)) directly or indirectly stock representing a 40% or greater interest, by vote or value, in Spinco (or any successor thereto).

(vi) Dispositions of Assets. Until the first day after the Restriction Period none of Spinco or any other member of the Spinco Group shall sell, transfer or dispose of, or agree to sell, transfer or dispose of, more than 50 percent of the gross assets of any Spinco Business (such percentages to be measured by fair market values on the Distribution Date) or transfer any assets of the Spinco Group in a transaction described in Section 351 of the Code (other than a transfer to a corporation that is a member of Spinco’s “separate affiliated group” within the meaning of Section 355(b) of the Code). The foregoing sentence shall not apply to sales, transfers, or dispositions of inventory in the ordinary course of business.

(vii) Liquidations, Mergers, Reorganizations. Until the first day after the Restriction Period, neither Spinco nor any of its Subsidiaries shall, or shall agree to, voluntarily dissolve or liquidate or engage in any transaction involving a merger, consolidation or other reorganization in which stock of Spinco or any of its Subsidiaries is acquired by a person other than Spinco or one of its Subsidiaries; provided, however, that mergers of direct or indirect wholly-owned Subsidiaries of Spinco solely with and into Spinco or with other direct or indirect wholly-owned Subsidiaries of Spinco, and liquidations of Spinco’s Subsidiaries are not subject to this Section 5(b)(vi) to the extent not inconsistent with the Tax-Free Status of the Spin-Off-Related Transactions.

(c) Permitted Transactions. Notwithstanding the restrictions otherwise imposed by Sections 5(b)(iii) through 5(b)(vii), during the Restriction Period, Spinco or members of the Spinco Group may (i) engage in a transaction or transactions that would otherwise breach any of the covenants set forth in Sections 5(b)(iii) through (vii) if and only if such transaction would not violate Section 5(b)(i) or Section 5(b)(ii) and prior to entering into any agreement contemplating such a transaction: (X) Spinco shall provide Remainco with an Unqualified Tax Opinion in form and substance satisfactory to Remainco in its reasonable discretion (Y) Spinco shall request that Remainco obtain a private letter ruling from the IRS to the effect that such transaction will not affect the Tax-Free Status of any of the Spin-Off-Related Transactions and Remainco shall have received such a private letter, in form and substance reasonably satisfactory to Remainco, or (Z) Remainco in its sole and absolute discretion shall have waived in writing the requirement to obtain such Unqualified Tax Opinion or private letter ruling.

(d) Liability of Spinco for Undertaking Certain Actions. Notwithstanding anything in this Agreement to the contrary, Spinco and each other member of the Spinco Group shall be responsible for any and all Spin-Off-Related Losses that are attributable to, or result from:

(i) any act or failure to act by Spinco or any other member of the Spinco Group, which act or failure to act breaches any of the covenants described in Section 5(b)(i) through 5(b)(vii) of this Agreement (without regard to the exceptions or provisos set forth in such provisions), expressly including, for this purpose, any Permitted Transaction and any act or failure to act that breaches Section 5(b)(i) or 5(b)(ii), regardless of whether such act or failure to act is permitted by Section 5(b)(iii) through 5(b)(vii);

(ii) any acquisition of Equity Securities of Spinco or any other member of the Spinco Group by any Person or Persons (including as a result of an issuance of Spinco Equity Securities or a merger of another entity with and into Spinco or any other member of the Spinco Group) or any acquisition of assets of Spinco or any other member of the Spinco Group (including as a result of a merger) by any Person or Persons; and

(iii) Tax Counsel withdrawing all or any portion of the Tax Opinion issued to Remainco in connection with the Spin-Off-Related Transactions because of a breach by Spinco or any other member of the Spinco Group of a representation made in this Agreement (or made in connection with the Tax Opinion.).

(e) Cooperation.

(i) Remainco and Spinco shall reasonably cooperate with each other in connection with any request by either for an Unqualified Tax Opinion or private letter ruling from the IRS with respect to any proposed action described in Section 5(b) (for this purpose, read as if Section 5(b) applied to both Remainco and Spinco).

(ii) Until the first day after the Restriction Period, Spinco will provide adequate advance notice to Remainco in accordance with the terms of Section 5(e)(iii) of any action described in Sections 5(b)(i) through 5(b)(vii) within a period of time sufficient to enable Remainco to seek injunctive relief as contemplated by Section 5(f).

(iii) Each notice required by Section 5(e)(ii) shall set forth the terms and conditions of any such proposed transaction, including (A) the nature of any related action proposed to be taken by the board of directors of Spinco, (B) the

approximate number of Equity Securities (and their voting and economic rights) of Spinco or any other member of the Spinco Group (if any) proposed to be sold or otherwise issued, (C) the approximate value of Spinco’s assets (or assets of any other member of the Spinco Group) proposed to be transferred, and (D) the proposed timetable for such transaction, all with sufficient particularity to enable Remainco to seek injunctive relief pursuant to Section 5(f). Promptly, but in any event within 30 days after Remainco receives such written notice from Spinco, Remainco shall notify Spinco in writing of Remainco’s decision to seek such injunctive relief.

(f) Enforcement. The parties hereto acknowledge that irreparable harm would occur in the event that any of the provisions of this Section 5 were not performed in accordance with their specific terms or were otherwise breached. The parties hereto agree that, in order to preserve the Tax-Free Status of the Spin-Off-Related Transactions, injunctive relief is appropriate to prevent any violation of the foregoing covenants; provided, however, that injunctive relief shall not be the exclusive legal or equitable remedy for any such violation.

6. Tax Contests.

(a) Notification. Each of Remainco and Spinco shall notify the other party in writing of any demand, claim or notice of the commencement of an audit received by such Party from any Tax Authority or other Person with respect to any Income Taxes or Other Taxes of Remainco or any other member of the Remainco Group, or Spinco or any other member of the Spinco Group, respectively, for which a member of the Spinco Group or the Remainco Group, respectively, may be responsible pursuant to this Agreement within ten (10) Business Days of receipt; provided, however, that in the case of any demand, claim or notice of the commencement of an audit that is reasonably expected to give rise to a Distribution-Related Proceeding, regardless of whether Spinco or Remainco may be responsible for any resulting Taxes, Remainco or Spinco, as the case may be, shall provide written notice to the other party no later than ten (10) Business Days after Remainco or Spinco receives any written notice of such a demand, claim or notice of commencement of an audit from the IRS or other Tax Authority. Each of Remainco and Spinco shall include with such notice a true, correct and complete copy of any written communication, and an accurate and complete written summary of any oral communication, received by Remainco or any other member of the Remainco Group, or Spinco or any other member of the Spinco Group, respectively. The failure of Remainco or Spinco timely to provide such notice in accordance with the first sentence of this Section 6(a) shall not relieve Spinco or Remainco, respectively, of any obligation to pay such Income Tax Liability or Other Tax Liability or indemnify Remainco and the other members of the Remainco Group, or Spinco and the other members of the Spinco Group, respectively, and their respective Representatives therefor, except to the extent that the failure timely to provide such notice actually prejudices the ability of Spinco or Remainco to contest such Income Tax Liability or Other Tax Liability or increases the amount of such Income Tax Liability or Other Tax Liability.

(b) Representation with Respect to Tax Disputes. (i) Remainco (or such other member of the Remainco Group as Remainco may designate) shall have the sole right to represent the interests of the members of the Remainco Group and the members of the Spinco Group and to employ counsel of its choice in any Proceeding relating to (y) any U.S. consolidated federal Income Tax Returns of the Remainco Consolidated Group, (y) any Combined Returns for which Remainco or a member of the Remainco Group is the Filing Party, and (z) any Remainco Separate Returns. Remainco may affirmatively elect, in writing and at its sole and absolute discretion, not to assert control of a Proceeding described in clause (y) of the immediately preceding sentence, in which case Spinco shall have the right to control such Proceeding and Remainco shall have the right to participate therein at its own cost; provided, however, that Spinco shall not have the right to settle any such Proceeding without the prior written consent of Remainco (which shall not be unreasonably withheld). Remainco shall bear all expenses relating to any Proceeding referred to in this Section 6(b)(ii), except that, with respect to a Proceeding described in Section 6(b)(i)(y) or Section 6(b)(ii)(x), expenses shall be borne by Remainco and Spinco to the extent such expenses are attributable to Remainco Adjustments or Spinco Adjustments, respectively; provided, however, that to the extent such expenses cannot reasonably be attributed to Remainco Adjustments or Spinco Adjustments, such expenses shall be borne equally by Remainco and Spinco.

(ii) Spinco (or such other member of the Spinco Group as Spinco may designate) shall have the sole right to represent the interests of the members of the Spinco Group and to employ counsel of its choice at its expense in any Proceeding relating to (x) any Combined Returns for which Spinco or a member of the Spinco Group is the Filing Party and (y) any Spinco Separate Returns. Spinco may affirmatively elect, in writing and at its sole and absolute discretion, not to assert control of a Proceeding described in clause (x) of the immediately preceding sentence, in which case Remainco shall have the right to control such Proceeding and Spinco shall have the right to participate therein at its own cost; provided, however, that Remainco shall not have the right to settle any such Proceeding without the prior written consent of Spinco (which shall not be unreasonably withheld). Spinco shall bear all expenses relating to any Proceeding referred to in this Section 6(b)(ii) except that with respect to a Proceeding described in Section 6(b)(i)(y) or Section 6(b)(ii)(x), expenses shall be borne by Spinco and Remainco to the extent such expenses are attributable to Spinco Adjustments or Remainco Adjustments, respectively; provided, however, that to the extent such expenses cannot reasonably be attributed to Spinco Adjustments or Remainco Adjustments, such expenses shall be borne equally by Spinco and Remainco.

(c) Power of Attorney. Each member of the Spinco Group shall execute and deliver to Remainco (or such other member of the Remainco Group as Remainco may designate) any power of attorney or other document reasonably requested by Remainco (or such designee) in connection with any Proceeding described in Section 6(b)(i). Each member of the Remainco Group shall execute and deliver to Spinco (or such other member of the Spinco Group and Spinco may designate) any power of attorney or other document reasonably requested by Spinco (as such designee) in connection with any Proceeding described in Section 6(b)(ii).

(d) Conduct of Proceedings .

(i) In the event of any Distribution-Related Proceeding or Proceeding relating to a Tax liability as a result of which Spinco could reasonably be expected to become liable for Tax or any Spin-Off-Related Losses and with respect to which Remainco has the right to represent the interests of the Spinco Group pursuant to Section 6(b)(i) above, (A) Remainco shall consult with Spinco reasonably in advance of taking any significant action in connection with such Proceeding, (B) Remainco shall consult with Spinco and offer Spinco a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Proceeding, (C) Remainco shall defend such Proceeding diligently and in good faith as if it were the only party in interest in connection with such Proceeding, (D) Spinco shall be entitled to participate in such Proceeding and receive copies of any written materials relating to such Proceeding received from the relevant Tax Authority, and (E) Remainco shall not settle, compromise or abandon any such Proceeding without obtaining the prior written consent of Spinco, which consent shall not be unreasonably withheld.

(ii) In the event of any Distribution-Related Proceeding or Proceeding relating to a Tax liability as a result of which Remainco could reasonably be expected to become liable for Tax or any Spin-Off-Related Losses and with respect to which Spinco has the right to represent the interests of the Remainco Group pursuant to Section 6(b)(ii) above, (A) Spinco shall consult with Remainco reasonably in advance of taking any significant action in connection with such Proceeding, (B) Spinco shall consult with Remainco and offer Remainco a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Proceeding, (C) Spinco shall defend such Proceeding diligently and in good faith as if it were the only party in interest in connection with such Proceeding, (D) Remainco shall be entitled to participate in such Proceeding and receive copies of any written materials relating to such Proceeding received from the relevant Tax Authority, and (E) Spinco shall not settle, compromise or abandon any such Proceeding without obtaining the prior written consent of Remainco, which consent shall not be unreasonably withheld.

7. Apportionment of Tax Attributes; Carrybacks.

(a) Apportionment of Tax Attributes.

(i) If the Remainco Consolidated Group has a Tax Attribute, the portion, if any, of such Tax Attribute apportioned by Remainco to Spinco or any other member of the Spinco Consolidated Group and treated as a carryover to the first Post-Distribution Taxable Period of Spinco (or such member) shall be determined in accordance with Treasury Regulation Sections 1.1502-9T, 1.1502-21, 1.1502-21T, 1.1502-22, 1.1502-79 and, if applicable, l.1502-79A.

(ii) Tax Attributes other than those allocated under Section 7(a)(i) with respect to consolidated, combined or unitary state, local or foreign Income Tax, in each case, arising in respect of a Combined Return shall be apportioned by the Filing Party to the Non-Filing Party or any other member of the Non-filing Party’s Group, to the extent required under applicable law.

(iii) The amount of earnings and profits to be apportioned to Spinco or any other member of the Spinco Group shall be determined in accordance with applicable law.

(iv) Except as otherwise required by a Final Determination, no member of the Non-filing Party’s Group shall take any position (whether on a Tax Return or otherwise) that is inconsistent with the apportionment by the Filing Party in Section 7(a).

(b) Carrybacks. Except to the extent otherwise consented to by the Filing Party or prohibited by applicable law, the Non-filing Party and each other member of its Group shall elect to relinquish, waive or otherwise forgo all Carrybacks. In the event that the Non-filing Party (or the appropriate other member of its Group) is prohibited by applicable law from relinquishing, waiving or otherwise forgoing a Carryback (or the Filing Party consents to a Carryback), (i) the Filing Party shall cooperate with the Non-filing Party, at the Non-filing Party’s expense, in seeking from the appropriate Tax Authority such Refund as reasonably would result from such Carryback, and (ii) the Non-filing Party shall be entitled to any Income Tax Benefit Actually Realized by a member of the Filing Party’s Group (including any interest thereon received from such Tax Authority), to the extent that such Refund is directly attributable to such Carryback, within 15 Business Days after such Refund is Actually Realized; provided, however, that the Non-filing Party shall indemnify and hold the members of the Filing Party’s Group harmless from and against any and all collateral Tax consequences resulting from or caused by any such Carryback, including (but not limited to) the loss or postponement of any benefit from the use of Tax Attributes generated by a member of the Filing Party’s Group or an Affiliate thereof if (x) such Tax Attributes expire unutilized, but would have been utilized but for such Carryback, or (y) the use of such Tax Attributes is postponed to a later taxable period than the taxable period in which such Tax Attributes would have been utilized but for such Carryback.

8. Cooperation and Exchange of Information.

(a) Cooperation and Exchange of Information. Each of Remainco and Spinco, on behalf of itself and each other member of the Remainco Group and the Spinco Group, respectively, agrees to provide the other Party (or its designee) with such cooperation or information as such other party (or its designee) reasonably shall request in connection with the determination of any payment or any calculations described in this Agreement, the preparation or filing of any Income Tax Return or Other Tax Return or claim for Refund, or the conduct of any Proceeding. Such cooperation and information shall include, upon reasonable notice, (i) promptly forwarding copies of appropriate notices and forms or other communications (including information document requests, revenue agent’s reports and similar reports, notices of proposed adjustments and notices of deficiency) received from or sent to any Tax Authority or any other administrative, judicial or governmental authority, (ii) providing copies of all relevant Income Tax Returns or Other Tax Returns, together with accompanying schedules and related workpapers, documents relating to rulings or other determinations by any Tax Authority, and such other records concerning the ownership and Tax basis of property, or other relevant information, (iii) the provision of such additional information and explanations of documents and information provided under this Agreement (including statements, certificates, forms, returns and schedules delivered by either party) as shall be reasonably requested by Remainco (or its designee) or Spinco (or its designee), as the case may be, (iv) the execution of any document that may be necessary or reasonably helpful in connection with the filing of an Income Tax Return or Other Tax Return, a claim for a Refund, or in connection with any Proceeding, including such waivers, consents or powers of attorney as may be necessary for Remainco or Spinco, as the case may be, to exercise its rights under this Agreement, and (v) the use of Remainco’s or Spinco’s, as the case may be, reasonable efforts to obtain any documentation from a governmental authority or a Third Party that may be necessary or reasonably helpful in connection with any of the foregoing. It is expressly the intention of the parties to this Agreement to take all actions that shall be necessary to establish the Filing Party as the sole agent for Income Tax or Other Tax purposes of each member of the Non-filing Party’s Group with respect to all Combined Returns. Upon reasonable notice, each of Remainco and Spinco shall make its, or shall cause the other members of the Remainco Group or the Spinco Group, as applicable, to make their, employees and facilities available on a mutually convenient basis to provide explanation of any documents or information provided hereunder. Any information obtained under this Section 8 shall be kept confidential, except as otherwise reasonably may be necessary in connection with the filing of Income Tax Returns or Other Tax Returns or claims for Refund or in conducting any Proceeding.

(b) Retention of Records. Each of Remainco and Spinco agrees to retain all Income Tax Returns and Other Tax Returns, related schedules and workpapers, and all material records and other documents as required under Section 6001 of the Code and the regulations promulgated thereunder (and any similar provision of state, local or foreign law) existing on the date hereof or created in respect of (i) any Pre-Distribution Taxable Period or (ii) any taxable period that may be subject to a claim hereunder, in each case, until the later of (A) the expiration of the statute of limitations (including extensions) for the taxable periods to which such Income Tax Returns, Other Tax Returns and other documents relate and (B) the Final Determination of any payments that may be required in respect of such taxable periods under this Agreement.

9. Resolution of Disputes. Remainco and Spinco shall attempt in good faith to resolve any disagreement arising with respect to this Agreement, including any dispute in connection with a claim by a Third Party (a “Tax Dispute”). Any party to this Agreement may give any other Party hereto written notice of any Tax Dispute not resolved in the normal course of business. If the Parties cannot agree by the tenth Business Day following the date on which one Party gives such notice, then the Parties shall promptly retain the services of a nationally recognized law or accounting firm reasonably acceptable to the Parties (the “Tax Dispute Arbitrator”). The Tax Dispute Arbitrator shall be instructed to resolve the Tax Dispute, and such resolution shall be (a) set forth in writing and signed by the Tax Dispute Arbitrator, (b) delivered to each Party involved in the Tax Dispute as soon as practicable after the Tax Dispute is submitted to the Tax Dispute Arbitrator, but no later than the fifteenth Business Day after the Tax Dispute Arbitrator is instructed to resolve the dispute, (c) made in accordance with this Agreement, and (d) final, binding and conclusive on the Parties involved in the Tax Dispute on the date of delivery of such resolution. The Tax Dispute Arbitrator shall be authorized on any one issue to decide in favor of and choose the position of either of the Parties involved in the Tax Dispute or to decide upon a compromise position within the range between the positions presented by the Parties to the Tax Dispute Arbitrator. The fees and expenses of the Tax Dispute Arbitrator shall be borne 50% by Remainco and 50% by Spinco.

10. Payments.

(a) Method of Payment. All payments required by this Agreement shall be made by (i) wire transfer to the appropriate bank account as may from time to time be designated by the respective Parties for such purpose; provided, however, that, on the date of such wire transfer, notice of the transfer is given to the recipient thereof in accordance with Section 11, or (ii) any other method agreed to by the Parties. All payments due under this Agreement shall be deemed to be paid when available funds are actually received by the payee.

(b) Interest. Any payment required by this Agreement that is not made on or before the date required hereunder shall bear interest, from and after such date through the date of payment, at the Underpayment Rate.

(c) Characterization of Payments. For all tax purposes, the parties hereto agree to treat, and to cause their respective Affiliates to treat any payment required by this Agreement as either a contribution by Remainco to Spinco or a distribution by Spinco to Remainco, as the case may be, occurring immediately prior to the Spin-Off, except as otherwise mandated by applicable law or a Final Determination; provided, however, that in the event it is determined (i) pursuant to applicable law, or (ii) pursuant to a Final Determination, that any such treatment is not permissible (or that an Indemnified Party nevertheless suffers an Income Tax or Other Tax detriment as a result of such payment), the payment in question shall be adjusted to place the Indemnified Party in the same after-tax position it would have enjoyed absent such applicable law or Final Determination.

11. Notices. Notices, requests, permissions, waivers, and other communications hereunder shall be in writing and shall be deemed to have been duly given upon (a) a transmitter’s confirmation of a receipt of a facsimile transmission (but only if followed by confirmed delivery of a standard overnight courier the following Business Day or if delivered by hand the following Business Day), or (b) confirmed delivery of a standard overnight courier or delivered by hand, to the parties at the following addresses (or at such other addresses for a party as shall be specified by like notice):


If to Remainco, to:
		The Babcock & Wilcox Company
		11525 North Community House Rd.
		Suite 600
		Charlotte, NC 28277

If to Spinco, to:
		Babcock & Wilcox Enterprises, Inc.
		13024 Ballantyne Corporate Place
		Suite 700
		Charlotte, NC 28277

Such names and addresses may be changed by notice given in accordance with this Section 12.

12. Designation of Affiliate. Each of Remainco and Spinco may assign any of its rights or obligations under this Agreement to any member of the Remainco Group or the Spinco Group, respectively, as it shall designate; provided, however, that no such assignment shall relieve Remainco or Spinco, respectively, of any obligation hereunder, including any obligation to make a payment hereunder to Spinco or Remainco, respectively, to the extent such designee fails to make such payment.

13. Miscellaneous. To the extent not inconsistent with any specific term of this Agreement, the following sections of the Master Separation Agreement shall apply in relevant part to this Agreement: Section 7.3 (Entire Agreement), Section 7.10 (Governing Law), Section 7.5 (Amendment), Section 7.6 (Waiver, etc.), Section 7.9 (Severability), Section 7.8 (Counterparts), Section 7.4 (Binding Effect, No Third-Party Beneficiaries, Assignment.), Section 7.12 (Performance), Section 7.13 (Limited Liability), and Section 7.2 (Termination).

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf by its officers thereunto duly authorized, all as of the day and year first written above.


THE BABCOCK & WILCOX COMPANY

By:	/s/ James D. Canafax
	Name:	James D. Canafax
	Title:	Senior Vice President, General Counsel and Chief Compliance Officer

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf by its officers thereunto duly authorized, all as of the day and year first written above.


BABCOCK & WILCOX ENTERPRISES, INC.

By:	/s/ E. James Ferland
	Name:	E. James Ferland
	Title:	Chairman and CEO

Appendix A

Tax Allocation Principles and Methods

I.	Original Combined Returns (See generally Ex. 1)

Net income/loss before § 199 deduction and NOLs:

(a)

items of income, deduction, loss, capital cost or liability definitely attributable to one Group: allocate to Group and Spinco Group according to actual items attributable to Remainco Group members and Spinco Group members.

(b)

items of income, deduction, loss, capital cost or liability not directly attributable to one Group: allocate 50/50 to each group.

(c)

interest and penalties: if attributable to a tax, allocate with the tax; if attributable to a filing obligation, allocate to party with the filing obligation

§ 199 deduction: allocate to Remainco Group and Spinco Group in proportion to their relative QPAI

Consolidated NOLs (current-year or c/f): allocated to offset each Group’s taxable income without regard to which Group generated; no compensation by one Group for use of other Group’s NOLs (See Ex’s 6 & 7)

Tax before Credits: allocate in proportion to relative taxable income of each Group computed in accordance with A, B and C. If one Group has net loss, all tax allocated to other Group; loss Group is not entitled to compensation for use of its loss. (See Ex. 6)

Foreign Tax Credits: allocate in proportion to the FTCs actually generated by each Group for the year. If a Group has a net loss, all FTC allocated to other Group.

R&D Credits: allocate in proportion to the QREs actually generated by each Group for the year. If a Group has a net loss, all R&D credit allocated to other Group.

Refunds: allocate in accordance with computation of each Group’s allocated tax (calculated under A through F) and estimated taxes paid/deemed paid by each Group.

II.	Carryforwards from Combined Return Tax Years

NOLs: allocate according computation of relative taxable income/loss under I.A. and B.

Credits: allocate according to computations under I.E. and F., above. (See Ex. 1)

III.	Post-original Filing/Post-spin-off Adjustments (Amended Returns and/or Audits)

Increases in Tax - Combined Returns

(a)

attributable to adjustments to only one Group: allocate entirely to Group with adjustments (See Ex. 2)

(b)

attributable to net positive adjustments to both Groups: allocate in proportion to the adjustments to each Group (See Ex’s. 3 & 5)

(c)

attributable to net positive adjustments to one Group and net negative adjustments to other Group: allocate entirely to Group with net positive adjustments; Group with net positive adjustments must also compensate other Group for use of its negative adjustments (consistent with III.B.)

Increase in Taxable Income of one Group in Combined Returns offset by Tax Benefits ( e.g. , NOLs) allocable to other Group: Group using tax benefits must compensate other Group for loss of tax benefits at time that other Group would have been able to utilize the benefits to reduce taxes on a separate return (see Ex’s 8 & 9) or receive a refund (see Ex. 10).

Decreases in Tax (Refunds) in Combined Returns:

(a)

attributable to adjustments to only one Group: entire refund allocated to Group with adjustments (See Ex. 4).

(b)

attributable to net negative adjustments to both Groups: refund allocated in proportion to adjustments to each Group.

(c)

attributable to net negative adjustments to one Group and net positive adjustments to other Group: entire refund to Group with net negative adjustments; Group with net positive adjustments must pay the difference in refund that negative-adjustment Group would have received but for net positive adjustments to other Group.

Items in Combined Returns not attributable:

(a)

items of income, deduction, loss, capital cost, liability, or benefit not directly attributable to one Group is shared equally among the parties.

Adjustments for Tax Benefits/Detriments

(a)

Tax benefits from increases in tax payable: compensation for increase in tax payable is accompanied by obligation of compensated party to pay to compensating party any correlative tax benefit from the tax increase; if related adjustments to separate returns result in Tax payable by one Group and Tax Benefit to other Group, Group realizing Tax Benefit must pay to other Group an amount of benefit not exceeding the amount of such Group’s increase in Tax payable. If realization of tax benefit is deferred, payment only as actually realized (unless otherwise agreed by parties). (See Ex’s 9 & 11)

(b)

Tax detriments from refunds: payment by one Group of an amount of a tax refund allocable to the other Group is net of any correlative tax payable by the Group that received the refund.

Example 1 – Original combined tax liability allocated between members based on relative contribution

PGG and BWXT participate in a federal combined filing for a tax period that begins prior to the distribution date. The group reports $300m of net consolidated taxable income before the §199 deduction, a §199 deduction of $27m (i.e., TI limited for the year), foreign tax credits of $3m, R&D credits of $5m, and a net tax liability of $87.55m ({$300m - $27m * 35%} - $3m - $5m).

The $300m of net consolidated taxable income before the §199 deduction is composed of (i) $230m of net taxable income attributable to members of the BWXT group and (ii) $70m of net taxable income attributable to members of the PGG group. The §199 deduction of $27m is limited to TI, but is related to QPAI of $400m, composed of (i) $240m of QPAI attributable to members of the BWXT group and (ii) $160m of QPAI attributable to members of the PGG group. The $3m of foreign tax credits utilized in the current year is associated with $8.6m of foreign source income generated in the current year. The foreign tax credits generated in the current year is composed of (i) $2m of foreign tax credits generated by members of the BWXT group and (ii) $4m of foreign tax credits generated by members of the PGG group. The components of foreign source income is irrelevant since this attribute does not drive the allocation, the tax generation does. The $5m of R&D credits utilized in the current year is computed based on QRE’s generated in the current year of $100m, composed of (i) $60m of QRE’s attributable to members of the BWXT group and (ii) $40m of QRE’s attributable to members of the PGG group.

Pursuant to Appendix A, Section I, the $87.55m of net tax liability is allocated (i) $70.83m to BWXT and (ii) $16.72m to PGG. A schedule is presented below to summarize the net tax liability computations for each party.

It should be further noted that the excess FTC’s generated in the CY by the consolidated group and not utilized within the consolidated tax return should also be attributable to the members based on their relative contribution. Pursuant to Appendix A, Section II.B, the $3m of foreign tax credits carried forward into the subsequent tax periods ($6m generated - $3m utilized) is comprised of (i) $1m attributable to the BWXT group ($2m/$6m * $3m) and (ii) $2m attributable to the PGG group ($4m/$6m * $3m).


	BWXT				PGG				TOTAL

Taxable Income before S199		230.00				70.00				300.00
S199 Deduction (allocated by QPAI)		(16.20	)	(240/400)		(10.80	)	(160/400)		(27.00	)


Taxable Income after S199		213.80				59.20				273.00

Tax Liability before Credits (35%)		74.83				20.72				95.55
Foreign Tax Credits (allocated by FTC’s)		(1.00	)	(2/6)		(2.00	)	(4/6)		(3.00	)
R&D Credits (allocated by QRE’s)		(3.00	)	(60/100)		(2.00	)	(40/100)		(5.00	)


		70.83				16.72				87.55

Example 2 – Incremental tax expense allocated to member who gave rise to the adjustment

Same facts as example 1, except an audit adjustment is made in a future year to decrease PGG’s associated QRE’s. This audit adjustment decreases the generation and utilization of the combined groups R&D credit by $150,000. Due to BWXT being the taxpayer of the combined filing, BWXT will be required to pay the taxing jurisdiction for the increase in tax. However, pursuant to Appendix A Section III.A.(a),., PGG will be required to compensate BWXT for the applicable tax payment since the audit adjustment was solely related to the PGG group.

Example 3 – Incremental tax expense allocated to each member based on relative weight

Same facts as example 1, except an audit adjustment is made in the future to decrease the QRE’s attributable to PGG by $1m and the QRE’s attributable to BWXT by $2m. This audit adjustment decreases the generation and utilization of the combined group’s R&D credit by $300,000. Pursuant to Appendix A Section III.A.(b) PGG will be liable for $100,000 ($1m/$3m * $300,000) and BWXT will be liable for $200,000 ($2m/$3m * $300,000) of the associated additional tax.

Example 4 – Incremental net tax benefit allocated to member who gave rise to the adjustment

Same facts as example 1, but subsequent to the distribution year, BWXT files an amended return claiming $25m of additional deductions to its separate company taxable income. The recognition of these additional deductions does not change the company’s §199 computation from the TI limitation described in IRC §199(a). Therefore, due to the combined group’s §199 deduction being subject to the taxable income limitation, this decrease to BWXT’s separate company taxable income also decreases the combined group’s §199 deduction by $2.25m ($25m * 9%). The IRS audits the amended filing and concludes that BWXT is due a refund of $7.96m ($25m-$2.25m * 35%). Pursuant to Appendix A Section III.C.(a), BWXT is entitled to the net refund of $7.96m and is not entitled to receive compensation from PGG for the correlative decrease in the combined group’s §199 deduction.

Example 5 – Incremental net tax expense allocated to each member based on relative weight

Same facts as example 1, but subsequent to the distribution year, the IRS audits the combined return and determines that BWXT underreported income by $20m and PGG underreported income by $10m. The recognition of this additional income does not change the company’s §199 computation from the TI limitation described in IRC §199(a). Therefore, due to the combined group’s §199 deduction being subject to the taxable income limitation, this increase to the combined group’s taxable income also increases the combined group’s §199 deduction by $2.7m ($30m * 9%). The final net audit adjustments results in a net tax due of $9.55m ($30m-$2.7m * 35%). Pursuant to Appendix A Section III.A.(b), BWXT is liable for $6.37m of the $9.55m ($20m/$30m * $9.55m) and PGG is liable for $3.18m of the $9.55m ($10m/$30m * $9.55m).

Example 6 - Original combined tax liability allocated between members based on relative contribution, but no compensation/indemnity for tax benefit utilized within original combined return

PGG and BWXT participate in a federal combined filing for a tax period that begins prior to the distribution date. The group reports $200m of net consolidated taxable income, no credits, and a tax liability of $70m ($200m * 35%). The $300m of net consolidated taxable income is composed of (i) $300m of net taxable

income attributable to members of the BWXT group and (ii) a $100m net operating loss is attributable to members of the PGG group. Pursuant to Appendix A Section I.C, the $70m of tax liability is attributable entirely to the BWXT group and BWXT is not required to compensate PGG for the utilization of the $100m net operating loss.

Example 7 – No compensation/indemnity for tax benefit utilized within original combined return (State NOL Carry-forwards)

PGG and BWXT participate in a combined state filing for a tax period that begins prior to the distribution date. The combined filing utilizes a NOL generated and carried forward into the tax filing by the PGG group. Pursuant to Appendix A Section I.C. the utilization of this NOL C/F that is applied to and against any liability allocated to the BWXT group is not considered a tax benefit for which BWXT must compensate PGG.

Example 8 – Potential compensation/indemnity for tax benefit utilized subsequent to original combined filing (State NOL Carry-forwards)

Same facts as example 7, except an audit adjustment is made in a future year to increase BWXT’s applicable tax liability for the combined year. This increase to BWXT’s applicable tax liability increases the utilization of the NOL C/F and therefore decreases the NOL C/F available to the PGG group post-distribution. Pursuant to Appendix A Section III.B., this decrease to the PGG groups deferred tax asset is a tax benefit for which BWXT must compensate PGG when and if a resulting economic loss is realized by PGG.

Example 9 – Compensation/indemnity paid when economic benefit or detriment realized or incurred (State NOL Carry-forwards)

In addition to the facts detailed out within examples 7 & 8 PGG filed an original return in the tax year subsequent to the distribution date utilizing the remaining NOL carried forward from the distribution tax year. Due to the audit adjustment against BWXT’s tax liability described in example 8, PGG must file an amended return reflecting this decrease in the available NOL carried forward into and utilized within the post-distribution tax filing. PGG is required to pay the taxing jurisdiction an additional $100,000 due to the loss of available NOL C/F from the pre-distribution tax filing. Pursuant to Appendix A Section III.B, BWXT is required to compensate PGG within 30 days of PGG making the associated payment to the taxing jurisdiction. However, pursuant to Appendix A Section IV.A., BWXT is only required to compensate PGG $65,000 ($100,000 * 65%) for the net economic impact (i.e., net of federal benefit).

Example 10 – Compensation/indemnity paid when economic benefit or detriment realized or incurred (loss of refund)

PGG and BWXT participate in a combined tax return for a pre-distribution tax period, and each pays its allocable share of the tax shown as due thereon. After the distribution, audit adjustments are made that increase the taxable income allocable to BWXT and decreases the taxable income allocable to PGG. The PGG decreases offset the BWXT increases. Without the BWXT increases, PGG would have been entitled to receive a refund. (See Appendix A Section III.C.(a) and Ex. 4 above.) Pursuant to Appendix A Section III.B., BWXT must compensate PGG for the loss of its refund.

Example 11 – Compensation/indemnity paid when economic benefit or detriment realized or incurred (tax benefits received by one party from increases in tax payable of the other party)

PGG and BWXT participate in a federal combined filing for a tax period that begins prior to the distribution date. As part of this filing, BWXT transfers IP to PGG in a taxable transaction valued at $10m. Subsequent to the distribution year, the IRS audits the combined return and determines the value of the IP to be $30m. Pursuant to Section Appendix A, Section III.A.(d), the adjustment is attributable to BWXT and therefore BWXT would be responsible for the additional tax of $7m ($30m-$10m * 35%). However, this increase to the IP valuation also increases the amortizable basis of the IP in the hands of PGG, for which PGG will receive future deductions or benefits (i.e., in the form of amortization). Pursuant to Appendix A, Section IV.A., PGG must provide compensation to BWXT when these future benefits are actually realized. Since the realization of the tax benefits by PGG will occur over a 15 year period (i.e., the IRS amortization period), the two parties may wish to agree on a settlement amount at the time of the IRS audit adjustment to eliminate the need for multiple indemnity payments over a significant time period.

Exhibit 10.3

EXECUTION VERSION

TRANSITION SERVICES AGREEMENT

between

THE BABCOCK & WILCOX COMPANY

(as service provider)

and

BABCOCK & WILCOX ENTERPRISES, INC.

(as service receiver)

Dated June 8, 2015

TABLE OF CONTENTS


		Page

ARTICLE I	DEFINITIONS		1

Section 1.1	Definitions		1

ARTICLE II	SERVICES		2

Section 2.1	Services		2

Section 2.2	Service Coordinators		3

Section 2.3	Additional Services		3

Section 2.4	Third Party Services		3

Section 2.5	Standard of Performance; Limitation of Liability		4

Section 2.6	Service Boundaries and Scope		5

Section 2.7	Cooperation		5

Section 2.8	Transitional Nature of Services; Changes		6

Section 2.9	Access		6

ARTICLE III	SERVICE CHARGES		6

Section 3.1	Compensation		6

ARTICLE IV	PAYMENT		6

Section 4.1	Payment		6

Section 4.2	Payment Disputes		7

Section 4.3	Review of Charges; Error Correction		7

Section 4.4	Taxes		7

Section 4.5	Records		8

ARTICLE V	TERM		8

Section 5.1	Term		8

ARTICLE VI	DISCONTINUATION OF SERVICES		8

Section 6.1	Discontinuation of Services		8

Section 6.2	Procedures Upon Discontinuation or Termination of Services		9

ARTICLE VII	DEFAULT		9

Section 7.1	Termination for Default		9

ARTICLE VIII	INDEMNIFICATION AND WAIVER		9

Section 8.1	Waiver of Consequential Damages		9

Section 8.2	Services Received		10

Section 8.3	Express Negligence		11

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TABLE OF CONTENTS

(continued)


		Page

ARTICLE IX	CONFIDENTIALITY		11

Section 9.1	Confidentiality		11

Section 9.2	System Security		11

ARTICLE X	FORCE MAJEURE		12

Section 10.1	Performance Excused		12

Section 10.2	Notice		12

Section 10.3	Cooperation		12

ARTICLE XI	MISCELLANEOUS		12

Section 11.1	Entire Agreement		12

Section 11.2	Binding Effect; No Third-Party Beneficiaries; Assignment		13

Section 11.3	Amendment; Waivers		13

Section 11.4	Notices		13

Section 11.5	Counterparts		13

Section 11.6	Severability		13

Section 11.7	Governing Law		14

Section 11.8	Performance		14

Section 11.9	Relationship of Parties		14

Section 11.10	Regulations		14

Section 11.11	Construction		14

Section 11.12	Effect if Separation does not Occur		14

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Schedules

Schedule A - Tax Services

Schedule B - Accounting and Financial Reporting Services

Schedule C - Internal Records Management Services

Schedule D - External Records Management Services

Schedule E - Human Resources Services

Schedule F - Utility Services

Schedule G - Legal Services

Schedule H - Global ERP Technical Services

Schedule I - Global HCM Technical Services

Schedule 2.4 - Certain Subcontractors

Schedule 4.1 - Payment Instructions

iii

TRANSITION SERVICES AGREEMENT

This TRANSITION SERVICES AGREEMENT (together with the Schedules hereto, this “Agreement”) is entered into as of June 8, 2015, by and between The Babcock & Wilcox Company, a Delaware corporation (“RemainCo”), and Babcock & Wilcox Enterprises, Inc., a Delaware corporation (“SpinCo”).

WHEREAS, the Board of Directors of RemainCo has determined that it would be appropriate and desirable for RemainCo to distribute (the “Distribution”) on a pro rata basis to the holders of outstanding shares of common stock, par value $0.01 per share, of RemainCo all of the outstanding shares of common stock, par value $0.01 per share, of SpinCo owned by RemainCo;

WHEREAS, in order to effectuate the foregoing, RemainCo and SpinCo have entered into a Master Separation Agreement, dated as of the date hereof (the “Master Separation Agreement”), which provides, among other things, upon the terms and subject to the conditions thereof, for the separation of the respective businesses of RemainCo and SpinCo and the Distribution, and the execution and delivery of certain other agreements, including this Agreement, in order to facilitate and provide for the foregoing; and

WHEREAS, in order to provide for an orderly transition under the Master Separation Agreement, it will be advisable for RemainCo, through members of the RemainCo Group, to provide to SpinCo certain services described herein for a transitional period.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions . As used in this Agreement, the following terms shall have the meanings set forth below:

“Additional Services” has the meaning set forth in Section 2.3.

“Agreement” has the meaning set forth in the preamble.

“Availed Party” has the meaning set forth in Section 9.2(a).

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

“Force Majeure Event” has the meaning set forth in Section 10.1.

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

“RemainCo” has the meaning set forth in the preamble.

“Schedules” means the Schedules attached hereto.

“Security Regulations” has the meaning set forth in Section 9.2(a).

“Service Coordinator” has the meaning set forth in Section 2.2.

“Services” has the meaning set forth in Section 2.1(a).

“SpinCo” has the meaning set forth in the preamble.

“Systems” has the meaning set forth in Section 9.2(a).

“Tax” has the meaning set forth in Section 4.4.

Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings assigned to such terms in the Master Separation Agreement.

ARTICLE II

SERVICES

Section 2.1 Services .

(a) Upon the terms and subject to the conditions of this Agreement, RemainCo, acting directly and/or through its Affiliates and their respective employees, agents, contractors or independent third parties designated by any of them, agrees to use commercially reasonable efforts to provide or to cause to be provided services to the SpinCo Group as set forth in Schedules A through I (including any Additional Services provided in accordance with Section 2.3 hereof, all such services are collectively referred to herein as the “Services”).

(b) At all times during the performance of the Services, all Persons performing such Services (including agents, temporary employees, independent third parties and consultants) shall be construed as being independent from the SpinCo Group, and such Persons shall not be considered or deemed to be employees of any member of the SpinCo Group nor entitled to any employee benefits of SpinCo as a result of this Agreement. The responsibility of such Persons is to perform the Services in accordance with this Agreement and, as necessary, to advise the applicable member of the SpinCo Group in connection therewith, and such Persons shall not be responsible for decision-making on behalf of any member of the SpinCo Group. Such Persons shall not be required to report to management of any member of the SpinCo Group nor be deemed to be under the management or direction of any member of the SpinCo Group. SpinCo acknowledges and agrees that, except as may be expressly set forth herein as a Service (including any Additional Services provided in accordance with Section 2.3 hereof) or otherwise expressly set forth in the Master Separation Agreement or an Ancillary Agreement, no member of the RemainCo Group shall be obligated to provide, or cause to be provided, any service or goods to any member of the SpinCo Group.

(c) Notwithstanding anything to the contrary in this Agreement, RemainCo and members of the RemainCo Group shall not be required to perform Services hereunder or take any actions relating thereto that conflict with or violate any applicable Law, contract, license, authorization, certification or permit or RemainCo’s Code of Business Conduct or other governance policies, as they may be amended from time to time.

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Section 2.2 Service Coordinators . Each party will nominate in writing a representative to act as the primary contact with respect to the provision of the Services and the resolution of disputes under this Agreement (each such person, a “Service Coordinator”). The initial Service Coordinators shall be David S. Black (for RemainCo) and Jude T. Broussard (for SpinCo) (or their designated delegates) for each of RemainCo and SpinCo, respectively. The Service Coordinators shall meet as expeditiously as possible to resolve any dispute hereunder; and any dispute that is not resolved by the Service Coordinators within 45 days shall be resolved in accordance with the dispute resolution procedures set forth in Article V of the Master Separation Agreement. Each party hereto may treat an act of a Service Coordinator of the other party hereto which is consistent with the provisions of this Agreement as being authorized by such other party without inquiring behind such act or ascertaining whether such Service Coordinator had authority to so act; provided , however , that no such Service Coordinator shall have authority to amend this Agreement. RemainCo and SpinCo shall advise each other promptly (in any case no more than three Business Days) in writing of any change in their respective Service Coordinators, setting forth the name of the replacement, and stating that the replacement Service Coordinator is authorized to act for such party in accordance with this Section 2.2.

Section 2.3 Additional Services . SpinCo may request additional Services (the “Additional Services”) from RemainCo by providing written notice. Upon the mutual written agreement as to the nature, cost, duration and scope of such Additional Services, RemainCo and SpinCo shall supplement in writing the Schedules hereto to include such Additional Services. Subject to the other limitations in this Agreement, including the provisions in Section 2.6, but notwithstanding the foregoing provisions of this Section 2.3, in addition to providing the Services specified in the Schedules, RemainCo, acting directly and/or through its Affiliates and their respective employees, agents, contractors or independent third parties designated by any of them, shall use commercially reasonable efforts to provide or to cause to be provided additional, de minimis administrative support services to the SpinCo Group as may be requested by any member of the SpinCo Group from time to time, at no cost beyond the amounts set forth in the Schedules (as the amounts set forth in the Schedules contemplate such additional, de minimis administrative support services); provided, however, that, for any such additional services to be considered de minimis for purposes of this sentence, such additional services shall not require the attention of (i) any one employee of any member of the RemainCo Group for more than 2 hours in any single calendar month or (ii) any group of employees of any one or more members of the RemainCo Group for more than 30 hours in any single calendar month. Except where the context otherwise indicates or requires, any such additional services referred to in the immediately preceding sentence shall be deemed to be “Services” under this Agreement.

Section 2.4 Third Party Services . RemainCo shall have the right to hire third-party subcontractors to provide all or part of any Service hereunder, except as specifically prohibited by the Schedule defining such Service; provided, that RemainCo shall consult in good faith with

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SpinCo regarding the proposed hiring of any third-party subcontractor that has not previously been involved in the activities relating to such Service prior to the date hereof; provided, further, that, in the event such subcontracting is inconsistent with the practice applied by RemainCo generally from time to time within its own organization, RemainCo shall give notice to SpinCo of its intent to subcontract any portion of the Services and SpinCo shall have 20 days (or such lesser period set forth in the notice as may be practicable in the event of exigent circumstances) to determine, in its sole discretion, whether to permit such subcontracting or whether to cancel such Service in accordance with Article VI hereof. If SpinCo opts to cancel a Service pursuant to the immediately preceding sentence, it shall not be liable to RemainCo pursuant to Section 6.1 for any costs or expenses RemainCo or any member of the RemainCo Group remains obligated to pay to the third-party subcontractor identified in the notice provided by RemainCo as described above. RemainCo shall not be required to give notice of its intent to subcontract Services to any party listed on Exhibit 2.4 hereto, nor shall SpinCo have any right to cancel any Service subcontracted to any such listed party pursuant to this Section 2.4 (provided, that this sentence shall not prevent SpinCo from cancelling any Service pursuant to Section 6.1).

Section 2.5 Standard of Performance; Limitation of Liability .

(a) The Services to be provided hereunder shall be performed with the same general degree of care, at the same general level and at the same general degree of accuracy and responsiveness, as when performed within the RemainCo organization (including, for this purpose, SpinCo and the SpinCo Group) prior to the date of this Agreement. It is understood and agreed that RemainCo and the members of the RemainCo Group are not professional providers of the types of services included in the Services and that RemainCo personnel performing Services have other responsibilities and will not be dedicated full-time to performing Services hereunder.

(b) In the event RemainCo or any member of the RemainCo Group fails to provide, or cause to be provided, the Services in accordance with the standard of service set forth in Section 2.5(a), the sole and exclusive remedy of SpinCo shall be, at SpinCo’s sole discretion, within 90 days from the date that RemainCo or such member of the RemainCo Group first fails to provide such Service, to not pay for such Service; provided that in the event RemainCo defaults in the manner described in clause (ii) of Section 7.1, SpinCo shall have the further rights set forth in Article VII.

(c) EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.5, NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED (INCLUDING THE WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION), ARE MADE BY REMAINCO OR ANY MEMBER OF THE REMAINCO GROUP WITH RESPECT TO THE SERVICES UNDER THIS AGREEMENT AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY WAIVED AND DISCLAIMED. SPINCO (ON ITS OWN BEHALF AND ON BEHALF OF EACH OTHER MEMBER OF THE SPINCO GROUP) HEREBY EXPRESSLY WAIVES ANY RIGHT SPINCO OR ANY MEMBER OF THE SPINCO GROUP MAY OTHERWISE HAVE FOR ANY LOSSES, TO ENFORCE SPECIFIC PERFORMANCE OR TO PURSUE ANY OTHER

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REMEDY AVAILABLE IN CONTRACT, AT LAW OR IN EQUITY IN THE EVENT OF ANY NON-PERFORMANCE, INADEQUATE PERFORMANCE, FAULTY PERFORMANCE OR OTHER FAILURE OR BREACH BY REMAINCO OR ANY MEMBER OF THE REMAINCO GROUP UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE NEGLIGENCE OR GROSS NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT OR ACTIVE OR PASSIVE) OF REMAINCO OR ANY MEMBER OF THE REMAINCO GROUP OR ANY THIRD PARTY SERVICE PROVIDER AND WHETHER DAMAGES ARE ASSERTED IN CONTRACT OR TORT, UNDER FEDERAL, STATE OR NON U.S. LAWS OR OTHER STATUTE OR OTHERWISE; PROVIDED, HOWEVER, THAT THE FOREGOING WAIVER SHALL NOT EXTEND TO COVER, AND REMAINCO SHALL BE RESPONSIBLE FOR, SUCH LOSSES CAUSED BY THE WILLFUL MISCONDUCT OF REMAINCO OR ANY MEMBER OF THE REMAINCO GROUP. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL THE REMAINCO GROUP BE LIABLE TO THE SPINCO GROUP WITH RESPECT TO CLAIMS ARISING OUT OF THIS AGREEMENT FOR AMOUNTS IN THE AGGREGATE EXCEEDING THE AGGREGATE SERVICE CHARGES PAID HEREUNDER BY THE SPINCO GROUP.

Section 2.6 Service Boundaries and Scope . Except as provided in a Schedule for a specific Service, the Services shall be available only for purposes of conducting the business of the SpinCo Group substantially in the manner it was conducted immediately prior to the Distribution Date. Except as provided in a Schedule for a specific Service, in providing, or causing to be provided, the Services, RemainCo shall not be obligated to: (i) maintain the employment of any specific employee or hire additional employees or third-party service providers; (ii) purchase, lease or license any additional equipment (including computer equipment, furniture, furnishings, fixtures, machinery, vehicles, tools and other tangible personal property), software or other assets, rights or properties; (iii) make modifications to its existing systems or software; (iv) provide any member of the SpinCo Group with access to any systems or software other than those to which it has authorized access immediately prior to the Distribution Date; or (v) pay any costs related to the transfer or conversion of data of any member of the SpinCo Group. SpinCo acknowledges (on its own behalf and on behalf of the other members of the SpinCo Group) that the employees of RemainCo or any other members of the RemainCo Group who may be assisting in the provision of Services hereunder are at-will employees and, as such, may terminate or be terminated from employment with RemainCo or any of the other members of the RemainCo Group providing Services hereunder at any time for any reason. In no event shall RemainCo or any of its Affiliates or any of their respective employees or agents be required to perform any Services or take any other actions hereunder that conflict with any applicable Law. For the avoidance of doubt and except as may hereafter be designated as Additional Services in accordance with Section 2.3, the Services do not include any services required for or as the result of any business acquisitions, divestitures, start-ups or shutdowns or discontinuation of current business lines by the SpinCo Group. To the extent SpinCo desires RemainCo to provide any services in connection with any such acquisitions, divestitures, start-ups or shutdowns or discontinuation of current business lines, SpinCo shall follow the procedures for requesting Additional Services pursuant to Section 2.3.

Section 2.7 Cooperation . RemainCo and SpinCo shall cooperate with one another and provide such further assistance as the other party may reasonably request in connection with (a) the provision of Services hereunder or (b) the compliance with any Laws imposed on either SpinCo or RemainCo.

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Section 2.8 Transitional Nature of Services; Changes . Subject to Sections 2.3 and 2.5, the parties acknowledge the transitional nature of the Services and that RemainCo may make changes from time to time in the manner of performing the Services.

Section 2.9 Access . During the term of this Agreement and for so long as any Services are being provided to SpinCo by RemainCo, SpinCo will provide RemainCo and its authorized representatives reasonable access, during regular business hours upon reasonable notice, to SpinCo and its employees, representatives, facilities and books and records as RemainCo and its representatives may reasonably require in order to perform such Services.

ARTICLE III

SERVICE CHARGES

Section 3.1 Compensation . Subject to the specific terms of this Agreement, the compensation to be received by RemainCo for each Service provided hereunder will be the fees set forth on the Schedule relating to the particular Service, subject to any escalation provided for on such Schedule. In consideration for the provision of a Service, each member of the SpinCo Group receiving such Service shall pay to RemainCo or, at the election of RemainCo, the member of the RemainCo Group providing such Service, the applicable fee for such Service as set forth on the attached Schedules.

ARTICLE IV

PAYMENT

Section 4.1 Payment. Except as otherwise provided in a Schedule for a specific Service, charges for Services shall be invoiced monthly in arrears based on the Services provided by RemainCo or, at its option, the member of the RemainCo Group providing the Service. Except as otherwise provided in a Schedule for a specific Service, SpinCo shall make the corresponding payment no later than 60 days after receipt of the invoice. Unless otherwise provided in this Agreement, SpinCo shall remit funds in payment of invoices provided hereunder either by wire transfer or ACH (Automated Clearing House) in accordance with the payment instructions set forth in Schedule 4.1. Each invoice shall be directed to the SpinCo Service Coordinator or such other person designated in writing from time to time by such Service Coordinator. The invoice shall set forth in reasonable detail the Services rendered and the invoice amount for the Services rendered for the period covered by such invoice. Interest will accrue on any unpaid amounts at ten percent (10%) per annum (compounded monthly) or, if less, the maximum non-usurious rate of interest permitted by applicable law, until such amounts, together with all accrued and unpaid interest thereon, are paid in full. All timely payments under this Agreement shall be made without early payment discount. Any preexisting obligation to make payment for Services provided hereunder shall survive the termination of this Agreement. If RemainCo incurs any reasonable out-of-pocket expenses (including any incremental license fees incurred by RemainCo in connection with performance of the Services and any travel

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expenses incurred at the request or with the consent of SpinCo) or remits funds to a third-party on behalf of SpinCo, in either case in connection with the rendering of Services, then RemainCo shall include such amount on its monthly invoice to SpinCo, with reasonable supporting documentation, and SpinCo shall reimburse that amount to RemainCo pursuant to this Section 4.1 as part of its next monthly payment.

Section 4.2 Payment Disputes . SpinCo may object to any amounts for any Service at any time before, at the time of, or after payment is made, provided such objection is made in writing to RemainCo within 90 days following the date of the disputed invoice. SpinCo shall timely pay the disputed items in full while resolution of the dispute is pending; provided, however, that RemainCo shall pay interest at a rate of five percent (5%) per annum (compounded monthly) on any amounts it is required to return to SpinCo upon resolution of the dispute. Payment of any amount shall not constitute approval thereof. The Service Coordinators shall meet as expeditiously as possible to resolve any dispute. Any dispute that is not resolved by the Service Coordinators within 45 days shall be resolved in accordance with the dispute resolution and arbitration procedures set forth in Article V of the Master Separation Agreement. Neither party (or any member of its respective Group) shall have a right of set-off against the other party (or any member of its respective Group) for billed amounts hereunder. Upon written request, RemainCo will provide to SpinCo reasonable detail and support documentation to permit SpinCo to verify the accuracy of an invoice.

Section 4.3 Review of Charges; Error Correction . RemainCo shall maintain accurate books and records (including invoices of third parties) related to the Services sufficient to calculate, and allow SpinCo to verify, the amounts owed under this Agreement. From time to time until 120 days following the termination of this Agreement, SpinCo shall have the right to review, and RemainCo shall provide access to, such books and records to verify the accuracy of such amounts, provided that such reviews shall not occur more frequently than once per calendar quarter. Each such review shall be conducted during normal business hours and in a manner that does not unreasonably interfere with the operations of RemainCo. If, as a result of any such review, SpinCo determines that it overpaid any amount to RemainCo, then SpinCo may raise an objection pursuant to the provisions of Section 4.2. SpinCo shall bear the cost and expense of any such review. RemainCo shall make adjustments to charges as required to reflect the discovery of errors or omissions in charges.

Section 4.4 Taxes . All transfer taxes, excises, fees or other charges (including value added, sales, use or receipts taxes, but not including a tax on or measured by the income, net or gross revenues, business activity or capital of a member of the RemainCo Group), or any increase therein, now or hereafter imposed directly or indirectly by law upon any fees paid hereunder for Services, which a member of the RemainCo Group is required to pay or incur in connection with the provision of Services hereunder (“Tax”), shall be passed on to SpinCo as an explicit surcharge and shall be paid by SpinCo in addition to any Service fee payment, whether included in the applicable Service fee payment, or added retroactively. If SpinCo submits to RemainCo a timely and valid resale or other exemption certificate acceptable to RemainCo and sufficient to support the exemption from Tax, then such Tax will not be added to the Service fee payable pursuant to Article III; provided, however, that if a member of the RemainCo Group is ever required to pay such Tax, SpinCo will promptly reimburse RemainCo for such Tax, including any interest, penalties and attorney’s fees related thereto. The parties will cooperate to minimize the imposition of any Taxes.

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Section 4.5 Records . RemainCo shall maintain true and correct records of all receipts, invoices, reports and such other documents relating to the Services hereunder in accordance with its standard accounting practices and procedures, consistently applied. RemainCo shall retain such accounting records and make them available to SpinCo’s authorized representatives and auditors for a period of not less than one year from the close of each fiscal year of RemainCo; provided, however, that RemainCo may, at its option, transfer such accounting records to SpinCo upon termination of this Agreement.

ARTICLE V

TERM

Section 5.1 Term . Subject to Articles VI and VII, the RemainCo Group shall provide the specific Services to the SpinCo Group pursuant to this Agreement for the time period set forth on the Schedule relating to the specific Service. In accordance with the Master Separation Agreement and Article VI of this Agreement, except as otherwise provided in a Schedule for a specific Service, SpinCo shall undertake to provide to itself and members of the SpinCo Group, and to terminate as soon as reasonably practicable, the Services provided to the SpinCo Group hereunder. Except as otherwise provided in a Schedule for a specific Service or group of related Services, all Services provided for hereunder shall terminate on December 31, 2016. Except as otherwise expressly agreed or unless sooner terminated, this Agreement shall commence upon the Distribution Date and shall continue in full force and effect between the parties for so long as any Service set forth in any Schedule hereto is being provided to SpinCo or members of the SpinCo Group and this Agreement shall terminate upon the cessation of all Services provided hereunder; provided that Articles I, IV, VIII, IX and XI and Sections 2.5(c) and 2.7 will survive the termination of this Agreement and any such termination shall not affect any obligation for the payment of Services rendered prior to termination.

ARTICLE VI

DISCONTINUATION OF SERVICES

Section 6.1 Discontinuation of Services . Unless otherwise provided in the relevant Schedule for a particular Service, at any time after the Distribution Date, SpinCo may, without cause and in accordance with the terms and conditions hereunder and the Master Separation Agreement, request the discontinuation of one or more specific Services by giving RemainCo at least 30 days’ prior written notice; provided, however, that any such discontinuation will not affect the amounts payable to RemainCo hereunder unless (and then only to the extent that) the charges for the discontinued Services have been separately identified in the applicable Schedule. SpinCo shall be liable to RemainCo for all costs and expenses RemainCo or any member of the RemainCo Group remains obligated to pay in connection with any discontinued Service or Services, except in the case of a Service terminated by SpinCo pursuant to clause (ii) of the first sentence of Section 7.1 hereof. The parties shall cooperate as reasonably required to effectuate an orderly and systematic transfer to the SpinCo Group of all of the duties and obligations previously performed by RemainCo or a member of the RemainCo Group under this Agreement.

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Section 6.2 Procedures Upon Discontinuation or Termination of Services . Upon the discontinuation or termination of a Service hereunder, this Agreement shall be of no further force and effect with respect to such Service, except as otherwise provided in a Schedule for a specific Service and except as to obligations accrued prior to the date of discontinuation or termination; provided, however, that Articles I, IV, VIII, IX and XI and Section 2.5(c) of this Agreement shall survive such discontinuation or termination. Each party and the applicable member(s) of its respective Group shall, within 60 days after discontinuation or termination of a Service, deliver to the other party and the applicable member(s) of its respective Group originals of all books, records, contracts, receipts for deposits and all other papers or documents in its possession which pertain exclusively to the business of the other party and relate to such Service; provided that a party may retain copies of material provided to the other party pursuant to this Section 6.2 as it deems necessary or appropriate in connection with its financial reporting obligations or internal control practices and policies.

ARTICLE VII

DEFAULT

Section 7.1 Termination for Default . In the event (i) of a failure of SpinCo to pay for Services in accordance with Section 4.1, or (ii) any party shall default, in any material respect, in the due performance or observance by it of any of the other terms, covenants or agreements contained in this Agreement, then (1) if the non-defaulting party is RemainCo, RemainCo shall have the right, at its sole discretion, to immediately terminate the Service with respect to which the default occurred, and (2) if the non-defaulting party is SpinCo, SpinCo shall have the right, at its sole discretion, to immediately terminate the Service with respect to which the default occurred, in either case if the defaulting party has failed to cure the default within 30 days of receipt of the written notice of such default. SpinCo’s right to terminate the Service with respect to which the default occurred pursuant to this Article VII and the rights set forth in Section 2.5 shall constitute SpinCo’s sole and exclusive rights and remedies for a breach by RemainCo hereunder (including any breach caused by an Affiliate of RemainCo or other third party providing a Service hereunder).

ARTICLE VIII

INDEMNIFICATION AND WAIVER

Section 8.1 Waiver of Consequential Damages . NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY UNDER THIS AGREEMENT FOR ANY EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, REMOTE OR SPECULATIVE DAMAGES (INCLUDING IN RESPECT OF LOST PROFITS OR REVENUES), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE) ARISING IN ANY WAY OUT OF THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL

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NOT LIMIT EACH PARTY’S INDEMNIFICATION OBLIGATIONS FOR LIABILITIES TO THIRD PARTIES AS SET FORTH IN THIS AGREEMENT, THE MASTER SEPARATION AGREEMENT OR ANY ANCILLARY AGREEMENT.

Section 8.2 Services Received . SpinCo hereby acknowledges and agrees that:

(a) the Services to be provided hereunder are subject to and limited by the provisions of Section 2.5, Article VII and the other provisions hereof, including the limitation of remedies available to SpinCo that restricts available remedies resulting from a Service not provided in accordance with the terms hereof to non-payment and, in certain limited circumstances, the right to terminate such Service;

(b) the Services are being provided solely to facilitate the transition of SpinCo to a separate company as a result of the Distribution, and RemainCo and its Affiliates do not provide any such Services to non-Affiliates;

(c) it is not the intent of RemainCo and the other members of the RemainCo Group to render, nor of SpinCo and the other members of the SpinCo Group to receive from RemainCo and the other members of the RemainCo Group, professional advice or opinions, whether with regard to tax, legal, treasury, finance, employment or other business and financial matters, or technical advice, whether with regard to information technology or other matters; SpinCo shall not rely on, or construe, any Service rendered by or on behalf of RemainCo as such professional advice or opinions or technical advice; and SpinCo shall seek all third-party professional advice and opinions or technical advice as it may desire or need, and in any event SpinCo shall be responsible for and assume all risks associated with the Services, except to the limited extent set forth in Section 2.5 and Article VII;

(d) with respect to any software or documentation within the Services, SpinCo shall use such software and documentation internally and for their intended purpose only, shall not distribute, publish, transfer, sublicense or in any manner make such software or documentation available to other organizations or persons, and shall not act as a service bureau or consultant in connection with such software; and

(e) a material inducement to RemainCo’s agreement to provide the Services is the limitation of liability and the release provided by SpinCo in this Agreement.

ACCORDINGLY, EXCEPT WITH REGARD TO THE LIMITED REMEDIES EXPRESSLY SET FORTH HEREIN, SPINCO SHALL ASSUME ALL LIABILITY FOR AND SHALL FURTHER RELEASE, DEFEND, INDEMNIFY AND HOLD REMAINCO, ANY MEMBER OF THE REMAINCO GROUP AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS AND AGENTS (ALL AS INDEMNIFIED PARTIES) FREE AND HARMLESS FROM AND AGAINST ALL LOSSES RESULTING FROM, ARISING OUT OF OR RELATED TO THE SERVICES, HOWSOEVER ARISING AND WHETHER OR NOT CAUSED BY THE NEGLIGENCE OR GROSS NEGLIGENCE OF REMAINCO, ANY MEMBER OF THE REMAINCO GROUP OR ANY THIRD PARTY SERVICE PROVIDER, OTHER THAN THOSE LOSSES CAUSED BY THE WILLFUL MISCONDUCT OF REMAINCO OR ANY MEMBER OF THE REMAINCO GROUP.

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Section 8.3 Express Negligence . THE INDEMNITY, RELEASES AND LIMITATIONS OF LIABILITY IN THIS AGREEMENT (INCLUDING ARTICLES II AND VIII) ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH THE EXPRESS TERMS AND SCOPE THEREOF NOTWITHSTANDING ANY EXPRESS NEGLIGENCE RULE OR ANY SIMILAR DIRECTIVE THAT WOULD PROHIBIT OR OTHERWISE LIMIT INDEMNITIES BECAUSE OF THE NEGLIGENCE OR GROSS NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT OR ACTIVE OR PASSIVE) OR OTHER FAULT OR STRICT LIABILITY OF ANY OF THE INDEMNIFIED PARTIES.

ARTICLE IX

CONFIDENTIALITY

Section 9.1 Confidentiality . SpinCo and RemainCo each acknowledge and agree that the terms of Section 6.9 of the Master Separation Agreement shall apply to information, documents, plans and other data made available or disclosed by one party to the other in connection with this Agreement. SpinCo and RemainCo each acknowledge and agree that any third party Information (to the extent such Information does not constitute RemainCo Books and Records) provided by any member of the SpinCo Group to any member of the RemainCo Group after the Distribution Date in connection with the provision of the Services by any member of the RemainCo Group, or generated, maintained or held in connection with the provision of the Services by any member of the RemainCo Group after the Distribution Date, in each case that primarily relates to the SpinCo Business, the SpinCo Assets, or the SpinCo Liabilities, shall not be considered Privileged Information of RemainCo or Confidential Information of RemainCo.

Section 9.2 System Security .

(a) If any party hereto is given access to the other party’s computer systems or software (collectively, the “Systems”) in connection with the Services, the party given access (the “Availed Party”) shall comply with all of the other party’s system security policies, procedures and requirements that have been provided to the Availed Party in advance and in writing (collectively, “Security Regulations”), and shall not tamper with, compromise or circumvent any security or audit measures employed by such other party. The Availed Party shall access and use only those Systems of the other party for which it has been granted the right to access and use.

(b) Each party hereto shall use commercially reasonable efforts to ensure that only those of its personnel who are specifically authorized to have access to the Systems of the other party gain such access, and use commercially reasonable efforts to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its personnel of the restrictions set forth in this Agreement and of the Security Regulations.

(c) If, at any time, the Availed Party determines that any of its personnel has sought to circumvent, or has circumvented, the Security Regulations, that any unauthorized Availed Party personnel has accessed the Systems, or that any of its personnel has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data,

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information or software of the other party hereto, the Availed Party shall promptly terminate any such person’s access to the Systems and immediately notify the other party hereto. In addition, such other party hereto shall have the right to deny personnel of the Availed Party access to its Systems upon notice to the Availed Party in the event that the other party hereto reasonably believes that such personnel have engaged in any of the activities set forth above in this Section 9.2(c) or otherwise pose a security concern. The Availed Party shall use commercially reasonable efforts to cooperate with the other party hereto in investigating any apparent unauthorized access to such other party’s Systems.

ARTICLE X

FORCE MAJEURE

Section 10.1 Performance Excused . Continued performance of a Service may be suspended immediately to the extent caused by any event or condition beyond the reasonable control of the party suspending such performance (and not involving any willful misconduct of such party), including acts of God, pandemics, floods, fire, earthquakes, labor or trade disturbances, strikes, war, acts of terrorism, civil commotion, electrical shortages or blackouts, breakdown or injury to computing facilities, compliance in good faith with any Law (whether or not it later proves to be invalid), unavailability of materials or bad weather (a “Force Majeure Event”). SpinCo shall not be obligated to pay any amount for Services that it does not receive as a result of a Force Majeure Event (and the parties hereto shall negotiate reasonably to determine the amount applicable to such Services not received). In addition to the reduction of any amounts owed by SpinCo hereunder, during the occurrence of a Force Majeure Event, to the extent the provision of any Service has been disrupted or reduced, during such disruption or reduction, (a) SpinCo may replace any such affected Service by providing any such Service for itself or engaging one or more third parties to provide such Service at the expense of SpinCo and (b) RemainCo shall cooperate with, provide such information to and take such other actions as may be reasonably required to assist such third parties to provide such substitute Service.

Section 10.2 Notice . The party claiming suspension due to a Force Majeure Event will give prompt notice to the other of the occurrence of the Force Majeure Event giving rise to the suspension and of its nature and anticipated duration.

Section 10.3 Cooperation . Upon the occurrence of a Force Majeure Event, the parties shall cooperate with each other to find alternative means and methods for the provision of the suspended Service.

ARTICLE XI

MISCELLANEOUS

Section 11.1 Entire Agreement . This Agreement, together with the documents referenced herein (including the Schedules and the Master Separation Agreement), constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior written and oral and all contemporaneous oral agreements and understandings with respect to the subject matter hereof. To the extent any provision of this Agreement conflicts with the provisions of the Master Separation Agreement, the provisions of this Agreement shall be deemed to control with respect to the subject matter hereof.

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Section 11.2 Binding Effect; No Third-Party Beneficiaries; Assignment . This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns; and nothing in this Agreement, express or implied, is intended to confer upon any other person or entity any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement. This Agreement may not be assigned by either party hereto, except with the prior written consent of the other party hereto.

Section 11.3 Amendment; Waivers . No change or amendment may be made to this Agreement except by an instrument in writing signed on behalf of both of the parties hereto. No failure or delay on the part of either party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty, covenant or agreement contained herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right.

Section 11.4 Notices . Unless otherwise expressly provided herein, all notices, claims, certificates, requests, demands and other communications hereunder shall be in writing and shall be deemed to be duly given (i) when personally delivered or (ii) if mailed by registered or certified mail, postage prepaid, return receipt requested, on the date the return receipt is executed or the letter is refused by the addressee or its agent or (iii) if sent by overnight courier which delivers only upon the signed receipt of the addressee, on the date the receipt acknowledgment is executed or refused by the addressee or its agent or (iv) if sent by facsimile or electronic mail, on the date confirmation of transmission is received (provided that a copy of any notice delivered pursuant to this clause (iv) shall also be sent pursuant to clause (i), (ii) or (iii)), addressed to the attention of the addressee’s General Counsel at the address of its principal executive office or to such other address or facsimile number for a party hereto as it shall have specified by like notice.

Section 11.5 Counterparts . This Agreement and the other documents referred to herein, may be executed in multiple counterparts, each of which when executed shall be deemed to be an original but all of which together shall constitute one and the same agreement.

Section 11.6 Severability . If any term or other provision of this Agreement or the Schedules attached hereto is determined by a nonappealable decision by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the court, administrative agency or arbitrator shall interpret this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the fullest extent possible. If any sentence in this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

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Section 11.7 Governing Law . This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of Delaware, without regard to any conflicts of law provisions thereof that would result in the application of the laws of any other jurisdiction.

Section 11.8 Performance . Each party hereto shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary or Affiliate of such party.

Section 11.9 Relationship of Parties . This Agreement does not create a fiduciary relationship, partnership, joint venture or relationship of trust or agency between the parties. The parties hereto agree that RemainCo (and any other member of the RemainCo Group which performs Services hereunder) is an independent contractor in the performance of Services for the SpinCo Group under this Agreement.

Section 11.10 Regulations . All employees of RemainCo and the members of the RemainCo Group shall, when on the property of SpinCo, conform to the rules and regulations of SpinCo concerning safety, health and security which are made known to such employees in advance in writing.

Section 11.11 Construction . This Agreement shall be construed as if jointly drafted by the parties hereto and no rule of construction or strict interpretation shall be applied against either party. In this Agreement, unless the context clearly indicates otherwise, words used in the singular include the plural and words used in the plural include the singular; and if a word or phrase is defined in this Agreement, its other grammatical forms, as used in this Agreement, shall have a corresponding meaning. Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine and the neuter. Unless the context otherwise requires, the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation,” and the word “or” shall have the inclusive meaning represented by the phrase “and/or.” The words “shall” and “will” are used interchangeably in this Agreement and have the same meaning. Relative to the determination of any period of time hereunder, “from” means “from and including,” “to” means “to but excluding” and “through” means “through and including.” Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Any reference herein to any Article, Section or Schedule means such Article or Section of, or such Schedule to, this Agreement, as the case may be, and references in any Section or definition to any clause means such clause of such Section or definition. As used in this Agreement, the words “this Agreement,” “herein,” “hereunder,” “hereof,” “hereto” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Section or other provision of this Agreement. The titles to Articles and headings of Sections contained in this Agreement, in any Schedule and in the table of contents to this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of or to affect the meaning or interpretation of this Agreement.

Section 11.12 Effect if Separation does not Occur . If the Distribution does not occur, then all actions and events that are, under this Agreement, to be taken or occur effective as of or following the Distribution Date, or otherwise in connection with the Distribution, shall not be taken or occur except to the extent specifically agreed by the parties and neither party shall have any liability or further obligation to the other party under this Agreement.

[Signature page follows.]

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


THE BABCOCK & WILCOX COMPANY

By:	/s/ James D. Canafax
	Name:	James D. Canafax
	Title:	Senior Vice President and General Counsel

BABCOCK & WILCOX ENTERPRISES, INC.

By:	/s/ E. James Ferland
	Name:	E. James Ferland
	Title:	Chairman and Chief Executive Officer

SUPPLEMENT NO. 1 TO

TRANSITION SERVICES AGREEMENT

The Babcock & Wilcox Company

(as service provider)

•

THIS SUPPLEMENT NO. 1 to the TSA (as defined below) dated as of June 29, 2015 (this “Supplement”) is by and between The Babcock & Wilcox Company (to be renamed BWX Technologies, Inc.), a Delaware corporation (“RemainCo”), and Babcock & Wilcox Enterprises, Inc., a Delaware corporation (“SpinCo”, and together with RemainCo, the “Parties”).

PRELIMINARY STATEMENT

•

WHEREAS, the Parties are parties to a Transition Services Agreement between Babcock & Wilcox Enterprises, Inc. (as service receiver) and The Babcock & Wilcox Company (as service provider), dated as of June 8, 2015 (the “TSA”); capitalized terms used but not defined in this Supplement shall have the respective meanings given such terms in the TSA; and

•

WHEREAS, pursuant to Section 2.3 of the TSA, the Parties desire to supplement the Schedules to the TSA to add the Additional Services as specified below;

•

NOW, THEREFORE, in consideration of the premises and the mutual agreements this Supplement contains and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, SpinCo and RemainCo hereby agree as follows:

•

Section 1. Supplement . The TSA is hereby amended to add the following Additional Services as new Schedule J:

Schedule J

Benefits Accounting Services

Description of Services to be Provided:

Services to be provided as part of Benefits Accounting Transition Services:

Benefits Accounting- Related Benefits and Accounting Services

•

Provide general advice regarding Benefits Accounting (BA) matters

•

Provide assistance, information, and respond to inquiries regarding the BA program, including:

•

Stock Based Compensation; Capital Accounting associated with transactions impacting equity accounts; share repurchase; restricted stock awards; guidance on any new grant agreements from Executive Compensation; assistance with Schwab informational requirements

•

Ohio Worker’s Compensation Accounting

•

Non-Captive Ohio Worker’s Compensation Accounting

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•

Health Care Accounting

•

Pension Accounting including:

•

New SERP

•

Restoration Plan

•

Rabbi Trust

•

HSA Funding requirements and accounting

•

HRA - Health Reimbursement Accounting

•

Thrift (401K) Funding - Vanguard - requirements and accounting

•

Provide Benefits Accounting support at 25 hours per month with any excess time billed at an hourly rate of $46/hr. for Mary Earle.

Service Fee:


Amount:		$1,155 per month plus excess time billed at a rate of $46 per hour for Mary Earle
Currency:		US Dollars (USD)

Termination Date:

Services provided for up to four (4) months from the Distribution Date.

•

Section 2. Effect on Agreement . When this Supplement becomes effective pursuant to the provisions of Section 3 hereof, (i) all references to “this Agreement” in the TSA shall be deemed to refer to the TSA as amended by this Supplement, and (ii) all references to the TSA in the Master Separation Agreement or any of the Ancillary Agreements shall be deemed to refer to the TSA as amended by this Supplement, in each case unless the context otherwise requires. Except as modified or amended hereby, all provisions of the TSA remain in full force and effect.

•

Section 3. Execution in Counterparts; Effectiveness . This Supplement may be executed in two or more counterparts, each of which will be deemed an original but all of which together shall be considered one and the same amendment and shall become effective when counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that each of the Parties need not sign the same counterpart.

•

Section 4. Governing Law . To the extent not preempted by applicable federal law, this Supplement shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of Delaware, without regard to any conflicts of law provisions thereof that would result in the application of the laws of any other jurisdiction.

[ REMAINDER OF PAGE INTENTIONALLY BLANK ]

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IN WITNESS WHEREOF, the parties hereto have executed this Supplement as of the date first above written.


THE BABCOCK & WILCOX COMPANY

By:	/s/ David S. Black
	Name:	David S. Black
	Title:	Vice President and Chief Accounting Officer

BABCOCK & WILCOX ENTERPRISES, INC.

By:	/s/ J. André Hall
	Name:	J. André Hall
	Title:	Senior Vice President, General Counsel and Corporate Secretary

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The company agrees to furnish supplementally a copy of any omitted exhibit or schedule to the Commission upon request.

Exhibit 10.4

EXECUTION VERSION

TRANSITION SERVICES AGREEMENT

between

BABCOCK & WILCOX ENTERPRISES, INC.

(as service provider)

and

THE BABCOCK & WILCOX COMPANY

(as service receiver)

Dated June 8, 2015

TABLE OF CONTENTS


		Page

ARTICLE I	DEFINITIONS		1

Section 1.1	Definitions		1

ARTICLE II	SERVICES		2

Section 2.1	Services		2

Section 2.2	Service Coordinators		3

Section 2.3	Additional Services		3

Section 2.4	Third Party Services		3

Section 2.5	Standard of Performance; Limitation of Liability		4

Section 2.6	Service Boundaries and Scope		5

Section 2.7	Cooperation		5

Section 2.8	Transitional Nature of Services; Changes		6

Section 2.9	Access		6

ARTICLE III	SERVICE CHARGES		6

Section 3.1	Compensation		6

ARTICLE IV	PAYMENT		6

Section 4.1	Payment		6

Section 4.2	Payment Disputes		7

Section 4.3	Review of Charges; Error Correction		7

Section 4.4	Taxes		7

Section 4.5	Records		8

ARTICLE V	TERM		8

Section 5.1	Term		8

ARTICLE VI	DISCONTINUATION OF SERVICES		8

Section 6.1	Discontinuation of Services		8

Section 6.2	Procedures Upon Discontinuation or Termination of Services		9

ARTICLE VII	DEFAULT		9

Section 7.1	Termination for Default		9

ARTICLE VIII	INDEMNIFICATION AND WAIVER		9

Section 8.1	Waiver of Consequential Damages		9

Section 8.2	Services Received		10

Section 8.3	Express Negligence		11

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TABLE OF CONTENTS

(continued)


		Page

ARTICLE IX	CONFIDENTIALITY		11

Section 9.1	Confidentiality		11

Section 9.2	System Security		11

ARTICLE X	FORCE MAJEURE		12

Section 10.1	Performance Excused		12

Section 10.2	Notice		12

Section 10.3	Cooperation		12

ARTICLE XI	MISCELLANEOUS		12

Section 11.1	Entire Agreement		12

Section 11.2	Binding Effect; No Third-Party Beneficiaries; Assignment		13

Section 11.3	Amendment; Waivers		13

Section 11.4	Notices		13

Section 11.5	Counterparts		13

Section 11.6	Severability		13

Section 11.7	Governing Law		14

Section 11.8	Performance		14

Section 11.9	Relationship of Parties		14

Section 11.10	Regulations		14

Section 11.11	Construction		14

Section 11.12	Effect if Separation does not Occur		14

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Schedules

Schedule A - Tax Services

Schedule B - Accounting and Financial Reporting Services

Schedule C - Internal Records Management Services

Schedule D - Human Resources Services

Schedule E - Commercial Systems Technical Services

Schedule 2.4 - Certain Subcontractors

Schedule 4.1 - Payment Instructions

iii

TRANSITION SERVICES AGREEMENT

This TRANSITION SERVICES AGREEMENT (together with the Schedules hereto, this “Agreement”) is entered into as of June 8, 2015, by and between Babcock & Wilcox Enterprises, Inc., a Delaware corporation (“SpinCo”) and The Babcock & Wilcox Company, a Delaware corporation (“RemainCo”).

WHEREAS, in order to provide for an orderly transition under the Master Separation Agreement, it will be advisable for SpinCo, through members of the SpinCo Group, to provide to RemainCo certain services described herein for a transitional period.

ARTICLE I

DEFINITIONS

Section 1.1 Definitions . As used in this Agreement, the following terms shall have the meanings set forth below:

“Additional Services” has the meaning set forth in Section 2.3.

“Agreement” has the meaning set forth in the preamble.

“Availed Party” has the meaning set forth in Section 9.2(a).

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

“Force Majeure Event” has the meaning set forth in Section 10.1.

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

“RemainCo” has the meaning set forth in the preamble.

“Schedules” means the Schedules attached hereto.

“Security Regulations” has the meaning set forth in Section 9.2(a).

“Service Coordinator” has the meaning set forth in Section 2.2.

“Services” has the meaning set forth in Section 2.1(a).

“SpinCo” has the meaning set forth in the preamble.

“Systems” has the meaning set forth in Section 9.2(a).

“Tax” has the meaning set forth in Section 4.4.

Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings assigned to such terms in the Master Separation Agreement.

ARTICLE II

SERVICES

Section 2.1 Services.

(a) Upon the terms and subject to the conditions of this Agreement, SpinCo, acting directly and/or through its Affiliates and their respective employees, agents, contractors or independent third parties designated by any of them, agrees to use commercially reasonable efforts to provide or to cause to be provided services to the RemainCo Group as set forth in Schedules A through E (including any Additional Services provided in accordance with Section 2.3 hereof, all such services are collectively referred to herein as the “Services”).

(b) At all times during the performance of the Services, all Persons performing such Services (including agents, temporary employees, independent third parties and consultants) shall be construed as being independent from the RemainCo Group, and such Persons shall not be considered or deemed to be employees of any member of the RemainCo Group nor entitled to any employee benefits of RemainCo as a result of this Agreement. The responsibility of such Persons is to perform the Services in accordance with this Agreement and, as necessary, to advise the applicable member of the RemainCo Group in connection therewith, and such Persons shall not be responsible for decision-making on behalf of any member of the RemainCo Group. Such Persons shall not be required to report to management of any member of the RemainCo Group nor be deemed to be under the management or direction of any member of the RemainCo Group. RemainCo acknowledges and agrees that, except as may be expressly set forth herein as a Service (including any Additional Services provided in accordance with Section 2.3 hereof) or otherwise expressly set forth in the Master Separation Agreement or an Ancillary Agreement, no member of the SpinCo Group shall be obligated to provide, or cause to be provided, any service or goods to any member of the RemainCo Group.

(c) Notwithstanding anything to the contrary in this Agreement, SpinCo and members of the SpinCo Group shall not be required to perform Services hereunder or take any actions relating thereto that conflict with or violate any applicable Law, contract, license, authorization, certification or permit or SpinCo’s Code of Business Conduct or other governance policies, as they may be amended from time to time.

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Section 2.3 Additional Services . RemainCo may request additional Services (the “Additional Services”) from SpinCo by providing written notice. Upon the mutual written agreement as to the nature, cost, duration and scope of such Additional Services, RemainCo and SpinCo shall supplement in writing the Schedules hereto to include such Additional Services. Subject to the other limitations in this Agreement, including the provisions in Section 2.6, but notwithstanding the foregoing provisions of this Section 2.3, in addition to providing the Services specified in the Schedules, SpinCo, acting directly and/or through its Affiliates and their respective employees, agents, contractors or independent third parties designated by any of them, shall use commercially reasonable efforts to provide or to cause to be provided additional, de minimis administrative support services to the RemainCo Group as may be requested by any member of the RemainCo Group from time to time, at no cost beyond the amounts set forth in the Schedules (as the amounts set forth in the Schedules contemplate such additional, de minimis administrative support services); provided, however, that, for any such additional services to be considered de minimis for purposes of this sentence, such additional services shall not require the attention of (i) any one employee of any member of the SpinCo Group for more than 2 hours in any single calendar month or (ii) any group of employees of any one or more members of the SpinCo Group for more than 30 hours in any single calendar month. Except where the context otherwise indicates or requires, any such additional services referred to in the immediately preceding sentence shall be deemed to be “Services” under this Agreement.

Section 2.4 Third Party Services . SpinCo shall have the right to hire third-party subcontractors to provide all or part of any Service hereunder except as specifically prohibited by the Schedule defining such Service; provided, that SpinCo shall consult in good faith with

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RemainCo regarding the proposed hiring of any third-party subcontractor that has not previously been involved in the activities relating to such Service prior to the date hereof; provided, further, that, in the event such subcontracting is inconsistent with the practice applied by SpinCo generally from time to time within its own organization, SpinCo shall give notice to RemainCo of its intent to subcontract any portion of the Services and RemainCo shall have 20 days (or such lesser period set forth in the notice as may be practicable in the event of exigent circumstances) to determine, in its sole discretion, whether to permit such subcontracting or whether to cancel such Service in accordance with Article VI hereof. If RemainCo opts to cancel a Service pursuant to the immediately preceding sentence, it shall not be liable to SpinCo pursuant to Section 6.1 for any costs or expenses SpinCo or any member of the SpinCo Group remains obligated to pay to the third-party subcontractor identified in the notice provided by SpinCo as described above. SpinCo shall not be required to give notice of its intent to subcontract Services to any party listed on Exhibit 2.4 hereto, nor shall RemainCo have any right to cancel any Service subcontracted to any such listed party pursuant to this Section 2.4 (provided, that this sentence shall not prevent RemainCo from cancelling any Service pursuant to Section 6.1).

Section 2.5 Standard of Performance; Limitation of Liability .

(a) The Services to be provided hereunder shall be performed with the same general degree of care, at the same general level and at the same general degree of accuracy and responsiveness, as when performed within the RemainCo organization (including, for this purpose, SpinCo and the SpinCo Group) prior to the date of this Agreement. It is understood and agreed that SpinCo and the members of the SpinCo Group are not professional providers of the types of services included in the Services and that SpinCo personnel performing Services have other responsibilities and will not be dedicated full-time to performing Services hereunder.

(b) In the event SpinCo or any member of the SpinCo Group fails to provide, or cause to be provided, the Services in accordance with the standard of service set forth in Section 2.5(a), the sole and exclusive remedy of RemainCo shall be, at RemainCo’s sole discretion, within 90 days from the date that SpinCo or such member of the SpinCo Group first fails to provide such Service, to not pay for such Service; provided that in the event SpinCo defaults in the manner described in clause (ii) of Section 7.1, RemainCo shall have the further rights set forth in Article VII.

(c) EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.5, NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED (INCLUDING THE WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION), ARE MADE BY SPINCO OR ANY MEMBER OF THE SPINCO GROUP WITH RESPECT TO THE SERVICES UNDER THIS AGREEMENT AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY WAIVED AND DISCLAIMED. REMAINCO (ON ITS OWN BEHALF AND ON BEHALF OF EACH OTHER MEMBER OF THE REMAINCO GROUP) HEREBY EXPRESSLY WAIVES ANY RIGHT REMAINCO OR ANY MEMBER OF THE REMAINCO GROUP MAY OTHERWISE HAVE FOR ANY LOSSES, TO ENFORCE SPECIFIC PERFORMANCE OR TO PURSUE ANY OTHER REMEDY AVAILABLE IN CONTRACT, AT LAW OR IN EQUITY IN THE EVENT OF

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ANY NON-PERFORMANCE, INADEQUATE PERFORMANCE, FAULTY PERFORMANCE OR OTHER FAILURE OR BREACH BY SPINCO OR ANY MEMBER OF THE SPINCO GROUP UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE NEGLIGENCE OR GROSS NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT OR ACTIVE OR PASSIVE) OF SPINCO OR ANY MEMBER OF THE SPINCO GROUP OR ANY THIRD PARTY SERVICE PROVIDER AND WHETHER DAMAGES ARE ASSERTED IN CONTRACT OR TORT, UNDER FEDERAL, STATE OR NON U.S. LAWS OR OTHER STATUTE OR OTHERWISE; PROVIDED, HOWEVER, THAT THE FOREGOING WAIVER SHALL NOT EXTEND TO COVER, AND SPINCO SHALL BE RESPONSIBLE FOR, SUCH LOSSES CAUSED BY THE WILLFUL MISCONDUCT OF SPINCO OR ANY MEMBER OF THE SPINCO GROUP. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL THE SPINCO GROUP BE LIABLE TO THE REMAINCO GROUP WITH RESPECT TO CLAIMS ARISING OUT OF THIS AGREEMENT FOR AMOUNTS IN THE AGGREGATE EXCEEDING THE AGGREGATE SERVICE CHARGES PAID HEREUNDER BY THE REMAINCO GROUP.

Section 2.6 Service Boundaries and Scope . Except as provided in a Schedule for a specific Service, the Services shall be available only for purposes of conducting the business of the RemainCo Group substantially in the manner it was conducted immediately prior to the Distribution Date. Except as provided in a Schedule for a specific Service, in providing, or causing to be provided, the Services, SpinCo shall not be obligated to: (i) maintain the employment of any specific employee or hire additional employees or third-party service providers; (ii) purchase, lease or license any additional equipment (including computer equipment, furniture, furnishings, fixtures, machinery, vehicles, tools and other tangible personal property), software or other assets, rights or properties; (iii) make modifications to its existing systems or software; (iv) provide any member of the RemainCo Group with access to any systems or software other than those to which it has authorized access immediately prior to the Distribution Date; or (v) pay any costs related to the transfer or conversion of data of any member of the RemainCo Group. RemainCo acknowledges (on its own behalf and on behalf of the other members of the RemainCo Group) that the employees of SpinCo or any other members of the SpinCo Group who may be assisting in the provision of Services hereunder are at-will employees and, as such, may terminate or be terminated from employment with SpinCo or any of the other members of the SpinCo Group providing Services hereunder at any time for any reason. In no event shall SpinCo or any of its Affiliates or any of their respective employees or agents be required to perform any Services or take any other actions hereunder that conflict with any applicable Law. For the avoidance of doubt and except as may hereafter be designated as Additional Services in accordance with Section 2.3, the Services do not include any services required for or as the result of any business acquisitions, divestitures, start-ups or, shutdowns or discontinuation of current business lines by the RemainCo Group. To the extent RemainCo desires SpinCo to provide any services in connection with any such acquisitions, divestitures, start-ups or, shutdowns or discontinuation of current business lines, RemainCo shall follow the procedures for requesting Additional Services pursuant to Section 2.3.

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Section 2.8 Transitional Nature of Services; Changes . Subject to Sections 2.3 and 2.5, the parties acknowledge the transitional nature of the Services and that SpinCo may make changes from time to time in the manner of performing the Services.

Section 2.9 Access . During the term of this Agreement and for so long as any Services are being provided to RemainCo by SpinCo, RemainCo will provide SpinCo and its authorized representatives reasonable access, during regular business hours upon reasonable notice, to RemainCo and its employees, representatives, facilities and books and records as SpinCo and its representatives may reasonably require in order to perform such Services.

ARTICLE III

SERVICE CHARGES

Section 3.1 Compensation . Subject to the specific terms of this Agreement, the compensation to be received by SpinCo for each Service provided hereunder will be the fees set forth on the Schedule relating to the particular Service, subject to any escalation provided for on such Schedule. In consideration for the provision of a Service, each member of the RemainCo Group receiving such Service shall pay to SpinCo or, at the election of SpinCo, the member of the SpinCo Group providing such Service, the applicable fee for such Service as set forth on the attached Schedules.

ARTICLE IV

PAYMENT

Section 4.1 Payment . Except as otherwise provided in a Schedule for a specific Service, charges for Services shall be invoiced monthly in arrears based on the Services provided by SpinCo or, at its option, the member of the SpinCo Group providing the Service. Except as otherwise provided in a Schedule for a specific Service, RemainCo shall make the corresponding payment no later than 60 days after receipt of the invoice. Unless otherwise provided in this Agreement, RemainCo shall remit funds in payment of invoices provided hereunder either by wire transfer or ACH (Automated Clearing House) in accordance with the payment instructions set forth in Schedule 4.1. Each invoice shall be directed to the RemainCo Service Coordinator or such other person designated in writing from time to time by such Service Coordinator. The invoice shall set forth in reasonable detail the Services rendered and the invoice amount for the Services rendered for the period covered by such invoice. Interest will accrue on any unpaid amounts at ten percent (10%) per annum (compounded monthly) or, if less, the maximum non-usurious rate of interest permitted by applicable law, until such amounts, together with all accrued and unpaid interest thereon, are paid in full. All timely payments under this Agreement shall be made without early payment discount. Any preexisting obligation to make payment for Services provided hereunder shall survive the termination of this Agreement. If SpinCo incurs any reasonable out-of-pocket expenses (including any incremental license fees incurred by SpinCo in connection with performance of the Services and any travel expenses incurred at the

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request or with the consent of RemainCo) or remits funds to a third-party on behalf of RemainCo, in either case in connection with the rendering of Services, then SpinCo shall include such amount on its monthly invoice to RemainCo, with reasonable supporting documentation, and RemainCo shall reimburse that amount to SpinCo pursuant to this Section 4.1 as part of its next monthly payment.

Section 4.2 Payment Disputes . RemainCo may object to any amounts for any Service at any time before, at the time of, or after payment is made, provided such objection is made in writing to SpinCo within 90 days following the date of the disputed invoice. RemainCo shall timely pay the disputed items in full while resolution of the dispute is pending; provided, however, that SpinCo shall pay interest at a rate of five percent (5%) per annum (compounded monthly) on any amounts it is required to return to RemainCo upon resolution of the dispute. Payment of any amount shall not constitute approval thereof. The Service Coordinators shall meet as expeditiously as possible to resolve any dispute. Any dispute that is not resolved by the Service Coordinators within 45 days shall be resolved in accordance with the dispute resolution and arbitration procedures set forth in Article V of the Master Separation Agreement. Neither party (or any member of its respective Group) shall have a right of set-off against the other party (or any member of its respective Group) for billed amounts hereunder. Upon written request, SpinCo will provide to RemainCo reasonable detail and support documentation to permit RemainCo to verify the accuracy of an invoice.

Section 4.3 Review of Charges; Error Correction . SpinCo shall maintain accurate books and records (including invoices of third parties) related to the Services sufficient to calculate, and allow RemainCo to verify, the amounts owed under this Agreement. From time to time until 120 days following the termination of this Agreement, RemainCo shall have the right to review, and SpinCo shall provide access to, such books and records to verify the accuracy of such amounts, provided that such reviews shall not occur more frequently than once per calendar quarter. Each such review shall be conducted during normal business hours and in a manner that does not unreasonably interfere with the operations of SpinCo. If, as a result of any such review, RemainCo determines that it overpaid any amount to SpinCo, then RemainCo may raise an objection pursuant to the provisions of Section 4.2. RemainCo shall bear the cost and expense of any such review. SpinCo shall make adjustments to charges as required to reflect the discovery of errors or omissions in charges.

Section 4.4 Taxes . All transfer taxes, excises, fees or other charges (including value added, sales, use or receipts taxes, but not including a tax on or measured by the income, net or gross revenues, business activity or capital of a member of the SpinCo Group), or any increase therein, now or hereafter imposed directly or indirectly by law upon any fees paid hereunder for Services, which a member of the SpinCo Group is required to pay or incur in connection with the provision of Services hereunder (“Tax”), shall be passed on to RemainCo as an explicit surcharge and shall be paid by RemainCo in addition to any Service fee payment, whether included in the applicable Service fee payment, or added retroactively. If RemainCo submits to SpinCo a timely and valid resale or other exemption certificate acceptable to SpinCo and sufficient to support the exemption from Tax, then such Tax will not be added to the Service fee payable pursuant to Article III; provided, however, that if a member of the SpinCo Group is ever required to pay such Tax, RemainCo will promptly reimburse SpinCo for such Tax, including any interest, penalties and attorney’s fees related thereto. The parties will cooperate to minimize the imposition of any Taxes.

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Section 4.5 Records . SpinCo shall maintain true and correct records of all receipts, invoices, reports and such other documents relating to the Services hereunder in accordance with its standard accounting practices and procedures, consistently applied. SpinCo shall retain such accounting records and make them available to RemainCo’s authorized representatives and auditors for a period of not less than one year from the close of each fiscal year of SpinCo; provided, however, that SpinCo may, at its option, transfer such accounting records to RemainCo upon termination of this Agreement.

ARTICLE V

TERM

Section 5.1 Term . Subject to Articles VI and VII, the SpinCo Group shall provide the specific Services to the RemainCo Group pursuant to this Agreement for the time period set forth on the Schedule relating to the specific Service. In accordance with the Master Separation Agreement and Article VI of this Agreement, except as otherwise provided in a Schedule for a specific Service, RemainCo shall undertake to provide to itself and members of the RemainCo Group, and to terminate as soon as reasonably practicable, the Services provided to the RemainCo Group hereunder. Except as otherwise provided in a Schedule for a specific Service or group of related Services, all Services provided for hereunder shall terminate on December 31, 2016. Except as otherwise expressly agreed or unless sooner terminated, this Agreement shall commence upon the Distribution Date and shall continue in full force and effect between the parties for so long as any Service set forth in any Schedule hereto is being provided to RemainCo or members of the RemainCo Group and this Agreement shall terminate upon the cessation of all Services provided hereunder; provided that Articles I, IV, VIII, IX and XI and Sections 2.5(c) and 2.7 will survive the termination of this Agreement and any such termination shall not affect any obligation for the payment of Services rendered prior to termination.

ARTICLE VI

DISCONTINUATION OF SERVICES

Section 6.1 Discontinuation of Services . Unless otherwise provided in the relevant Schedule for a particular Service, at any time after the Distribution Date, RemainCo may, without cause and in accordance with the terms and conditions hereunder and the Master Separation Agreement, request the discontinuation of one or more specific Services by giving SpinCo at least 30 days’ prior written notice; provided, however, that any such discontinuation will not affect the amounts payable to SpinCo hereunder unless (and then only to the extent that) the charges for the discontinued Services have been separately identified in the applicable Schedule. RemainCo shall be liable to SpinCo for all costs and expenses SpinCo or any member of the SpinCo Group remains obligated to pay in connection with any discontinued Service or Services, except in the case of a Service terminated by RemainCo pursuant to clause (ii) of the first sentence of Section 7.1 hereof. The parties shall cooperate as reasonably required to effectuate an orderly and systematic transfer to the RemainCo Group of all of the duties and obligations previously performed by SpinCo or a member of the SpinCo Group under this Agreement.

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ARTICLE VII

DEFAULT

Section 7.1 Termination for Default . In the event (i) of a failure of RemainCo to pay for Services in accordance with the terms of Section 4.1, or (ii) any party shall default, in any material respect, in the due performance or observance by it of any of the other terms, covenants or agreements contained in this Agreement, then (1) if the non-defaulting party is SpinCo, SpinCo shall have the right, at its sole discretion, to immediately terminate the Service with respect to which the default occurred, and (2) if the non-defaulting party is RemainCo, RemainCo shall have the right, at its sole discretion, to immediately terminate the Service with respect to which the default occurred/this Agreement, in either case if the defaulting party has failed to cure the default within 30 days of receipt of the written notice of such default. RemainCo’s right to terminate the Service with respect to which the default occurred pursuant to this Article VII and the rights set forth in Section 2.5 shall constitute RemainCo’s sole and exclusive rights and remedies for a breach by SpinCo hereunder (including any breach caused by an Affiliate of SpinCo or other third party providing a Service hereunder).

ARTICLE VIII

INDEMNIFICATION AND WAIVER

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NOT LIMIT EACH PARTY’S INDEMNIFICATION OBLIGATIONS FOR LIABILITIES TO THIRD PARTIES AS SET FORTH IN THIS AGREEMENT, THE MASTER SEPARATION AGREEMENT OR ANY ANCILLARY AGREEMENT.

Section 8.2 Services Received . RemainCo hereby acknowledges and agrees that:

(a) the Services to be provided hereunder are subject to and limited by the provisions of Section 2.5, Article VII and the other provisions hereof, including the limitation of remedies available to RemainCo that restricts available remedies resulting from a Service not provided in accordance with the terms hereof to non-payment and, in certain limited circumstances, the right to terminate such Service;

(b) the Services are being provided solely to facilitate the transition of RemainCo as a separate company as a result of the Distribution, and SpinCo and its Affiliates do not provide any such Services to non-Affiliates;

(c) it is not the intent of SpinCo and the other members of the SpinCo Group to render, nor of RemainCo and the other members of the RemainCo Group to receive from SpinCo and the other members of the SpinCo Group, professional advice or opinions, whether with regard to tax, legal, treasury, finance, employment or other business and financial matters, or technical advice, whether with regard to information technology or other matters; RemainCo shall not rely on, or construe, any Service rendered by or on behalf of SpinCo as such professional advice or opinions or technical advice; and RemainCo shall seek all third-party professional advice and opinions or technical advice as it may desire or need, and in any event RemainCo shall be responsible for and assume all risks associated with the Services, except to the limited extent set forth in Section 2.5 and Article VII;

(d) with respect to any software or documentation within the Services, RemainCo shall use such software and documentation internally and for their intended purpose only, shall not distribute, publish, transfer, sublicense or in any manner make such software or documentation available to other organizations or persons, and shall not act as a service bureau or consultant in connection with such software; and

(e) a material inducement to SpinCo’s agreement to provide the Services is the limitation of liability and the release provided by RemainCo in this Agreement.

ACCORDINGLY, EXCEPT WITH REGARD TO THE LIMITED REMEDIES EXPRESSLY SET FORTH HEREIN, REMAINCO SHALL ASSUME ALL LIABILITY FOR AND SHALL FURTHER RELEASE, DEFEND, INDEMNIFY AND HOLD SPINCO, ANY MEMBER OF THE SPINCO GROUP AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS AND AGENTS (ALL AS INDEMNIFIED PARTIES) FREE AND HARMLESS FROM AND AGAINST ALL LOSSES RESULTING FROM, ARISING OUT OF OR RELATED TO THE SERVICES, HOWSOEVER ARISING AND WHETHER OR NOT CAUSED BY THE NEGLIGENCE OR GROSS NEGLIGENCE OF SPINCO, ANY MEMBER OF THE SPINCO GROUP OR ANY THIRD PARTY SERVICE PROVIDER, OTHER THAN THOSE LOSSES CAUSED BY THE WILLFUL MISCONDUCT OF SPINCO OR ANY MEMBER OF THE SPINCO GROUP.

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ARTICLE IX

CONFIDENTIALITY

Section 9.1 Confidentiality . SpinCo and RemainCo each acknowledge and agree that the terms of Section 6.9 of the Master Separation Agreement shall apply to information, documents, plans and other data made available or disclosed by one party to the other in connection with this Agreement. SpinCo and RemainCo each acknowledge and agree that any third party Information (to the extent such Information does not constitute SpinCo Books and Records) provided by any member of the RemainCo Group to any member of the SpinCo Group after the Distribution Date in connection with the provision of the Services by any member of the SpinCo Group, or generated, maintained or held in connection with the provision of the Services by any member of the SpinCo Group after the Distribution Date, in each case that primarily relates to the RemainCo Business, the RemainCo Assets, or the RemainCo Liabilities, shall not be considered Privileged Information of SpinCo or Confidential Information of SpinCo.

Section 9.2 System Security .

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ARTICLE X

FORCE MAJEURE

Section 10.1 Performance Excused . Continued performance of a Service may be suspended immediately to the extent caused by any event or condition beyond the reasonable control of the party suspending such performance (and not involving any willful misconduct of such party), including acts of God, pandemics, floods, fire, earthquakes, labor or trade disturbances, strikes, war, acts of terrorism, civil commotion, electrical shortages or blackouts, breakdown or injury to computing facilities, compliance in good faith with any Law (whether or not it later proves to be invalid), unavailability of materials or bad weather (a “Force Majeure Event”). RemainCo shall not be obligated to pay any amount for Services that it does not receive as a result of a Force Majeure Event (and the parties hereto shall negotiate reasonably to determine the amount applicable to such Services not received). In addition to the reduction of any amounts owed by RemainCo hereunder, during the occurrence of a Force Majeure Event, to the extent the provision of any Service has been disrupted or reduced, during such disruption or reduction, (a) RemainCo may replace any such affected Service by providing any such Service for itself or engaging one or more third parties to provide such Service at the expense of RemainCo and (b) SpinCo shall cooperate with, provide such information to and take such other actions as may be reasonably required to assist such third parties to provide such substitute Service.

ARTICLE XI

MISCELLANEOUS

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and understandings with respect to the subject matter hereof. To the extent any provision of this Agreement conflicts with the provisions of the Master Separation Agreement, the provisions of this Agreement shall be deemed to control with respect to the subject matter hereof.

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Section 11.9 Relationship of Parties . This Agreement does not create a fiduciary relationship, partnership, joint venture or relationship of trust or agency between the parties. The parties hereto agree that SpinCo (and any other member of the SpinCo Group which performs Services hereunder) is an independent contractor in the performance of Services for the RemainCo Group under this Agreement.

Section 11.10 Regulations . All employees of SpinCo and the members of the SpinCo Group shall, when on the property of RemainCo, conform to the rules and regulations of RemainCo concerning safety, health and security which are made known to such employees in advance in writing.

[Signature page follows.]

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


BABCOCK & WILCOX ENTERPRISES, INC.

By:	/s/ E. James Ferland
	Name:	E. James Ferland
	Title:	Chairman and Chief Executive Officer

THE BABCOCK & WILCOX COMPANY

By:	/s/ James D. Canafax
	Name:	James D. Canafax
	Title:	Senior Vice President and General Counsel

SUPPLEMENT NO. 1 TO

TRANSITION SERVICES AGREEMENT

Babcock & Wilcox Enterprises, Inc.

(as service provider)

•

PRELIMINARY STATEMENT

•

WHEREAS, the Parties are parties to a Transition Services Agreement between Babcock & Wilcox Enterprises, Inc. (as service provider) and The Babcock & Wilcox Company (as service receiver), dated as of June 8, 2015 (the “TSA”); capitalized terms used but not defined in this Supplement shall have the respective meanings given such terms in the TSA; and

•

WHEREAS, pursuant to Section 2.3 of the TSA, the Parties desire to supplement the Schedules to the TSA to add the Additional Services as specified below;

•

Section 1. Supplement. The TSA is hereby amended to add the following Additional Services as new Schedule F:

Schedule F

Legal Services

Description of Services to be Provided:

Services to be provided as part of Legal Transition Services:

Intellectual Property - Paralegal Services

•

Provide general assistance, not to include filing or recordation of documents, and information, regarding:

•

IP Management System (e.g., CPI) data;

•

IP assignments, declarations, and IP documents;

•

Transfer or retrieval of any electronic and physical files (including those in remote or off-site storage) not received RemainCo as of Distribution Date;

•

Confirmation of annuity or maintenance fee payments;

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•

Assisting with the administrative transfer of Domain name registrations to Remain Co;

•

Corresponding with outside IP counsel (both domestic and foreign agents) regarding transfer of responsibility for RemainCo IP matters;

•

Third-party IP licensing services, such as CCC, BMI, and ASCAP; and

•

Correspondence, notices, or notifications regarding or related to IP matters.

•

Provide paralegal support from Barberton facility and off-site file storage location(s) at 25 hours per month with any excess time billed at an hourly rate of $39/hr. for Amy Saus.

Notwithstanding the above, the Parties agree that the Additional Services shall be limited to administrative, paralegal services necessitated by RemainCo separating the SpinCo business from the RemainCo business.

Service Fee:


Amount:		$985 per month plus excess time billed at a rate of $39 per hour for Amy Saus
Currency:		US Dollars (USD)

Termination Date:

Services provided for up to four (4) months from the Distribution Date.

•

[ REMAINDER OF PAGE INTENTIONALLY BLANK ]

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IN WITNESS WHEREOF, the parties hereto have executed this Supplement as of the date first above written.


THE BABCOCK & WILCOX COMPANY

By:	/s/ James D. Canafax
	Name:	James D. Canafax
	Title:	Senior Vice President and General Counsel

BABCOCK & WILCOX ENTERPRISES, INC.

By:	/s/ J. André Hall
	Name:	J. André Hall
	Title:	Senior Vice President, General Counsel and Corporate Secretary

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The company agrees to furnish supplementally a copy of any omitted exhibit or schedule to the Commission upon request.

Exhibit 10.5

EXECUTION VERSION

ASSUMPTION AND LOSS ALLOCATION AGREEMENT

by and among

ACE American Insurance Company,

acting for itself and the ACE Affiliates (as defined below)

and

Babcock & Wilcox Enterprises, Inc.,

a corporation organized and existing under the laws of the State of Delaware

and

The Babcock & Wilcox Company,

a corporation organized and existing under the laws of the State of Delaware

RECITALS

THIS ASSUMPTION AND LOSS ALLOCATION AGREEMENT (the “ Agreement ”), is entered into and effective as of June 19, 2015 (the “ Effective Date ”) by and among ACE AMERICAN INSURANCE COMPANY, individually and acting for the ACE Affiliates (in such capacities, the “ Company ”), Babcock & Wilcox Enterprises, Inc., a Delaware corporation (“SpinCo”), and The Babcock & Wilcox Company, a Delaware corporation (“ RemainCo ”), and, solely with respect to Sections 2, 3 and 5(c), the other SpinCo Entities signatory hereto and the other RemainCo Entities signatory hereto.

WHEREAS , the Company and/or the ACE Affiliates have issued the Existing Policies to one or more SpinCo Entities and one or more RemainCo Entities; and

WHEREAS , in connection with the Existing Policies, the Company, the ACE Affiliates, one or more SpinCo Entities, and/or one or more RemainCo Entities entered into various Existing Insurance Agreements; and

WHEREAS , pursuant to the Existing Policies and the Existing Insurance Agreements, the SpinCo Entities and the RemainCo Entities are obligated, among other things, to pay or reimburse the Company and/or the ACE Affiliates for certain Obligations, which Obligations are secured by the Existing Collateral; and

WHEREAS , RemainCo intends to spin-off SpinCo from RemainCo through a dividend of common stock of SpinCo to the shareholders of RemainCo (the “ Separation ”); and

WHEREAS , in connection with the Separation: (a) the SpinCo Entities desire to transfer and the RemainCo Entities desire to assume any RemainCo Obligations that were

incurred by, or with respect to which there exists any obligation of, a SpinCo Entity, whether such RemainCo Obligations were existing, accruing or arising before, on or after the Effective Date; and (b) the RemainCo Entities desire to transfer and the SpinCo Entities desire to assume any SpinCo Obligations that were incurred by, or with respect to which there exists any obligation of, a RemainCo Entity, whether such SpinCo Obligations were existing, accruing or arising before, on or after the Effective Date; and

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

NOW, THEREFORE , in consideration of the mutual promises set out herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, including a one-time administrative fee of $25,000 (the “ Fee ”), and intending to be legally bound, the Parties agree as follows:

1. Definitions . The following terms used herein, including in the recitals and Exhibits hereto, shall have the following meanings:

“ ACE Affiliate ” means each Affiliate of ACE American Insurance Company that is listed on Exhibit V attached hereto and made a part hereof that has issued an Existing Policy or is party to an Existing Insurance Agreement.

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

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

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

“ Cash Collateral ” has the meaning set forth in Section 7.

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

“ Company Designation ” has the meaning set forth in Section 4(a).

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

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

“ Existing Collateral ” means any and all of the following forms of security held by the Company or any ACE Affiliate under the terms of any Existing Policy or Existing Insurance Agreement in order to secure any Obligations outstanding as of the date hereof: (i) any and all letters of credit outstanding as of the date hereof provided by or required to be provided by a

RemainCo Entity or a SpinCo Entity; (ii) any and all Cash Collateral provided by or required to be provided by a RemainCo Entity or a SpinCo Entity; (iii) any securities account pledged by a RemainCo Entity or a SpinCo Entity pursuant to any Existing Insurance Agreement; or (iv) any other collateral or security previously provided by a RemainCo Entity or a SpinCo Entity under the terms of any Existing Policy or Existing Insurance Agreement in order to secure any Obligations outstanding as of the date hereof.

“ Existing ESIS Agreement ” means any agreement relating to claims or losses under one or more Existing Policies in which ESIS is in direct contractual privity with any SpinCo Entity or any RemainCo Entity.

“ Existing Insurance Agreement ” means any agreement entered into on or prior to the date hereof by or on behalf of (or which is otherwise binding on) any RemainCo Entity and/or SpinCo Entity with the Company or an ACE Affiliate in connection with an Existing Policy, including, without limitation, any high deductible agreement, any notice of election, any collateral agreement, any agreement relating to any deductible or paid loss retrospectively rated insurance program, any agreement relating to deductibles under any of the Existing Policies, any letter or agreement relating to policy dividends, any early close-out agreement relating to any Existing Policy or Existing Insurance Agreement and any agreement described on Exhibit II and Exhibit VI attached hereto and made a part hereof.

“ Existing Policy ” means each policy of general liability insurance, automobile liability insurance and workers compensation insurance (other than any insurance policy that is the subject of any reinsurance agreement) issued prior to the date hereof by the Company or an ACE Affiliate to a RemainCo Entity or a SpinCo Entity, as applicable, including those policies identified on Exhibit III and Exhibit VII attached hereto and made a part hereof.

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

“ Foreign Insurance Agreements ” means the Existing Insurance Agreements listed on Exhibit VI attached hereto and made a part hereof and any other similar written agreements entered into between the Company or any of its Affiliates and a SpinCo Entity or a RemainCo Entity in connection with or relating to insurance policies issued to cover risks located primarily outside of the continental United States.

“ Foreign Policies ” means the Existing Policies listed on Exhibit VII attached hereto and made a part hereof and any other general liability insurance policy issued by the Company or any of its Affiliates to a SpinCo Entity or a RemainCo Entity to cover risks located primarily outside of the continental United States.

“ Master Separation Agreement ” means a Master Separation Agreement to be entered into between SpinCo and RemainCo in connection with the Separation.

“ Obligations ” means any and all amounts, duties, liabilities and obligations, whether accrued, fixed or contingent, mature or inchoate, known or unknown, including deductibles and premium adjustments, payable by or to be performed by a SpinCo Entity or a RemainCo Entity to the Company or any ACE Affiliate under the terms of any Existing Policy or any Existing Insurance Agreement.

“ Organizational Documents ” means (a) with respect to any corporation, its certificate or articles of incorporation or organization and its bylaws, (b) with respect to any limited partnership, its certificate of limited partnership and its partnership agreement, (c) with respect to any general partnership, its partnership agreement, and (d) with respect to any limited liability company, its certificate or articles of formation or organization and its operating agreement or other organizational documents.

“ Parties ” means the Company, SpinCo and RemainCo, collectively (and each individually is a “Party”).

“ Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, a union, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof.

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

“ RemainCo Assumed Obligations ” has the meaning set forth in Section 5(b).

“ RemainCo Assumption ” has the meaning set forth in Section 2(a).

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

“ RemainCo LOC ” has the meaning set forth in Section 5(b).

“ RemainCo Obligations ” means any Obligations of, or to the extent arising from the operations, business, or property of, a RemainCo Entity for which any SpinCo Entity is responsible under the terms of an Existing Policy or Existing Insurance Agreement, whether arising prior to, at or after the Effective Date.

“ RemainCo Pledged Account ” has the meaning set forth in Section 5(b).

“ RemainCo Retained Obligations ” has the meaning set forth in Section 2(d).

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

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

“ SpinCo Assumed Obligations ” has the meaning set forth in Section 5(a).

“ SpinCo Assumption ” has the meaning set forth in Section 2(c).

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

“ SpinCo LOC ” has the meaning set forth in Section 5(a).

“ SpinCo Obligations ” means any Obligations of, or to the extent arising from the operations, business, or property of, a SpinCo Entity for which any RemainCo Entity is responsible under the terms of an Existing Policy or Existing Insurance Agreement, whether arising prior to, at or after the Effective Time.

“ SpinCo Pledged Account ” has the meaning set forth in Section 5(a).

“ SpinCo Retained Obligations ” has the meaning set forth in Section 2(b).

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

“ Substituted Collateral ” means (i) the SpinCo LOC and the RemainCo LOC and (ii) any other collateral or security to be provided on or after the date hereof by a RemainCo Entity or a SpinCo Entity under the terms of any Existing Policy or Existing Insurance Agreement in order to secure any Obligations outstanding as of the date hereof.

2. Assumption .

(a) RemainCo Assumption . Notwithstanding anything in any Existing Insurance Agreement or Existing Policy to the contrary, each SpinCo Entity that is a signatory hereto hereby transfers and assigns, and RemainCo does hereby assume, effective as of the Assumption Time, the RemainCo Obligations; and RemainCo hereby agrees to observe, pay, perform, satisfy, fulfill and discharge any and all now existing and hereafter arising duties, terms, provisions, covenants, obligations and liabilities of any SpinCo Entity under the Existing Policies and Existing Insurance Agreements in respect of the RemainCo Obligations (the “ RemainCo Assumption ”). The Company, on its own behalf and on behalf of the ACE Affiliates, hereby consents to, and agrees to give full force and effect to, the RemainCo Assumption. From and after the Assumption Time, the Company (and/or the applicable ACE Affiliate): (i) may enforce its rights under the Existing Policies and the Existing Insurance Agreements in respect of the RemainCo Obligations against RemainCo to the same extent such Person could, prior to the RemainCo Assumption, enforce such rights against the applicable SpinCo Entity and (ii) releases each SpinCo Entity from its obligation to observe, pay, perform, satisfy, fulfill or discharge any such RemainCo Obligations.

(b) SpinCo Retained Obligations . SpinCo hereby agrees to continue to observe, pay, perform, satisfy, fulfill and discharge any and all of its now existing and

hereafter arising Obligations (other than RemainCo Obligations) (the “ SpinCo Retained Obligations ”) in accordance with the terms of this Agreement and the applicable Existing Policy and Existing Insurance Agreement.

(c) SpinCo Assumption . Notwithstanding anything in any Existing Insurance Agreement or Existing Policy to the contrary, each RemainCo Entity that is a signatory hereto hereby transfers and assigns, and SpinCo does hereby assume, effective as of the Assumption Time, the SpinCo Obligations; and SpinCo hereby agrees to observe, pay, perform, satisfy, fulfill and discharge any and all now existing and hereafter arising duties, terms, provisions, covenants, obligations and liabilities of any RemainCo Entity under the Existing Policies and Existing Insurance Agreements in respect of the SpinCo Obligations (the “ SpinCo Assumption ”). The Company, on its own behalf and on behalf of the ACE Affiliates, hereby consents to, and agrees to give full force and effect to, the SpinCo Assumption. From and after the Assumption Time, the Company (and/or the applicable ACE Affiliate): (i) may enforce its rights under the Existing Policies and the Existing Insurance Agreements in respect of the SpinCo Obligations against SpinCo to the same extent such Person could, prior to the SpinCo Assumption, enforce such rights against the applicable RemainCo Entity and (ii) releases each RemainCo Entity from its obligation to observe, pay, perform, satisfy, fulfill or discharge any such SpinCo Obligations.

(d) RemainCo Retained Obligations . RemainCo hereby agrees to continue to observe, pay, perform, satisfy, fulfill and discharge any and all of its now existing and hereafter arising Obligations (other than SpinCo Obligations) (the “ RemainCo Retained Obligations ”) in accordance with the terms of this Agreement and the applicable Existing Policy and Existing Insurance Agreement.

(e) Obligations of the Company and the ACE Affiliates . The Parties acknowledge that nothing in this Agreement shall discharge, limit or in any way affect the obligations of the Company or the ACE Affiliates as insurers under any of the Existing Policies. Such obligations shall continue to be performed to the extent and in the manner set forth in the applicable Existing Policy by the Company and/or by the ACE Affiliates, as the case may be, for the benefit of such Persons who are entitled to such performance under the applicable Existing Policy, provided , however , that to the extent that such performance gives rise to Obligations, the responsibility for such Obligations shall be governed by this Agreement.

(f) Existing ESIS Agreements . The Parties shall use commercially reasonable efforts to enter into an agreement with ESIS promptly after the date hereof pursuant to which ESIS shall acknowledge and consent to the RemainCo Assumption and the SpinCo Assumption and the other provisions of this Agreement with respect to determining any SpinCo Obligations, SpinCo Retained Obligations, RemainCo Obligations or RemainCo Retained Obligations (or allocations thereof) in respect of any Existing ESIS Agreement.

3. Joinder . As of the Effective Date, (a) to the extent that RemainCo is not already a party thereto and an Existing Insurance Agreement contains any RemainCo Obligations, each Existing Insurance Agreement is hereby deemed amended to add RemainCo as an “Insured” or

other such obligor thereunder solely to the extent necessary to give effect to the RemainCo Assumption and (b) to the extent that SpinCo is not already a party thereto and an Existing Insurance Agreement contains any SpinCo Obligations, each Existing Insurance Agreement is hereby deemed amended to add SpinCo as an “Insured” or other such obligor thereunder solely to the extent necessary to give effect to the SpinCo Assumption.

4. Allocation .

(a) Company Designations . (i) SpinCo shall continue to pay or perform any and all Obligations constituting SpinCo Retained Obligations pursuant to and in the manner set forth in the applicable Existing Policy and the applicable Existing Insurance Agreement giving rise to such Obligations and (ii) RemainCo shall continue to pay or perform any and all Obligations constituting RemainCo Retained Obligations pursuant to and in the manner set forth in the applicable Existing Policy and the applicable Existing Insurance Agreement giving rise to such Obligations; provided , however , that in each case, SpinCo and RemainCo shall provide to the Company on a timely basis such information as the Company may request so that the Company may determine whether the Obligations constitute SpinCo Retained Obligations or RemainCo Retained Obligations. The Company shall determine whether such Obligations constitute SpinCo Retained Obligations or RemainCo Retained Obligations (the “ Company Designation ”) and shall notify the applicable Party of any such Company Designation. RemainCo agrees that, notwithstanding any dispute or disagreement it may have with respect to any Company Designation, it will pay any RemainCo Retained Obligation pursuant to and in the manner set forth in the applicable Existing Policy and the applicable Existing Insurance Agreement giving rise to such RemainCo Retained Obligation; and SpinCo agrees that, notwithstanding any dispute or disagreement it may have with respect to any Company Designation, it will pay such SpinCo Retained Obligation pursuant to and in the manner set forth in the applicable Existing Policy and the applicable Existing Insurance Agreement giving rise to such SpinCo Retained Obligation; provided , however , that such payment shall not be construed as prejudicial to either Party in any dispute between SpinCo and RemainCo with respect to any such Company Designation.

(b) Disputes . Notwithstanding any dispute or disagreement between SpinCo and RemainCo concerning a Company Designation, the applicable Party shall pay any amount payable pursuant to a Company Designation as set forth in Section 4(a), and any such dispute or disagreement between SpinCo and RemainCo shall be resolved pursuant to Article V of the Master Separation Agreement; provided , that (i) the Company will not be made a party to any arbitration proceeding arising from such dispute or disagreement, but may be called as a witness; (ii) any costs incurred by the Company in respect of any such arbitration proceeding will be fully reimbursed to the Company equally by the Disputing Parties promptly following receipt of a reimbursement demand from the Company; (iii) under no circumstances will SpinCo or RemainCo, as a result of such arbitration proceeding, require the Company to return any amount received by the Company pursuant to a prior Company Designation, whether such amount was received as a result of the Company’s draw against security posted for its benefit or otherwise, (iv) the Company shall comply with the allocation or other resolution of such dispute established by any award or order of such arbitration, or settlement between the

Disputing Parties; and (v) any indemnification and reimbursement of the Company by RemainCo and SpinCo pursuant to this Agreement, the Existing Policies and the Existing Insurance Agreements and any other agreement relating to the disputed Company Designation shall be in accordance with the allocation established by such award, order or settlement of such dispute.

5. Collateral and Fee .

(a) SpinCo LOC and Pledged Account .

(i) SpinCo will, within fifteen (15) days after the Effective Date, provide to the Company, as beneficiary thereof, a clean, irrevocable and unconditional letter of credit in an amount of $4,677,013 in respect of its Obligations under the Existing Insurance Agreements and the Existing Policies (each such letter of credit individually and collectively being referred to herein as the “ SpinCo LOC ”), issued in a form and by a bank or other financial institution, in each case acceptable to the Company; and/or such other forms of collateral as the Company may permit from time to time. The SpinCo LOC shall be in an aggregate amount that is less than the aggregate amount of the Existing Collateral provided by SpinCo and shall secure the SpinCo Retained Obligations and the Obligations assumed by SpinCo in the SpinCo Assumption (the “ SpinCo Assumed Obligations ”).

(ii) The SpinCo LOC shall be “evergreen,” meaning that it shall provide by its terms that it will be renewed automatically each year for an additional year unless written notice of non-renewal is received by the Company at least sixty (60) days prior to the SpinCo LOC’s anniversary date. If the Company permits SpinCo to provide collateral in a form other than the SpinCo LOC, SpinCo shall provide such collateral in an amount and form acceptable to the Company.

(iii) In addition to the SpinCo LOC, SpinCo will, within fifteen (15) days after the Effective Date, enter into a pledge and security agreement in a form acceptable to the Company, pursuant to which SpinCo will establish a securities account for the benefit of the Company and grant the Company a continuing first priority security interest in and lien on all of their respective right, title and interest, if any, in and to the assets deposited in such securities account and all proceeds thereof as security for their now existing and hereafter arising Obligations to the Company or such ACE Affiliates (the “SpinCo Pledged Account”). In addition, SpinCo will enter into a control agreement in a form and with a custodian acceptable to the Company pursuant to which SpinCo will grant the Company with control over the SpinCo Pledged Account such that the Company may perfect its security interest in such account and the assets deposited therein. The initial total market value of the assets to be deposited into the SpinCo Pledged Account is $10,534,118. The SpinCo Pledged Account shall secure the SpinCo Assumed Obligations.

(iv) SpinCo shall keep the SpinCo LOC and the SpinCo Pledged Account in place (or other collateral acceptable to the Company) as security for payment of the SpinCo Retained Obligations and the SpinCo Assumed Obligations, until the Company determines in its sole discretion that there is no longer any need for such collateral. If there shall be a material deterioration in the financial condition of the bank or other financial institution which has issued the SpinCo LOC, the Company shall have the right to require SpinCo to replace the SpinCo LOC with a new letter of credit with similar terms issued by a bank or other financial institution then acceptable to the Company.

(v) The Company shall have the right to draw against the SpinCo LOC or the SpinCo Pledged Account and/or other collateral in each instance where any portion of the SpinCo Retained Obligation or the SpinCo Assumed Obligations for any reason is not fulfilled in the manner and within the time periods required under this Agreement or the Existing Policies or Existing Insurance Agreements giving rise thereto.

(vi) Annually, the Company shall review and redetermine the amount of the SpinCo Retained Obligations and the SpinCo Assumed Obligations and the amount of collateral security required pursuant to this Agreement. At such time, SpinCo will provide its most recent audited financial statements, interim financial statements, and any other financial information reasonably requested by the Company for the purpose of evaluating the financial condition of SpinCo. SpinCo will provide any needed increases in the amount of the SpinCo LOC or the SpinCo Pledged Account (and/or other collateral if acceptable to the Company) within thirty (30) days of the Company’s written request for such increase. The Company will effect any decreases in the amount of the SpinCo LOC or the SpinCo Pledged Account (and/or other collateral) promptly, provided that SpinCo is not in breach of any of its obligations under this Agreement, the Existing Policies or any Existing Insurance Agreement.

(b) RemainCo LOC and Pledged Account .

(i) RemainCo will, within fifteen (15) days after the Effective Date, provide to the Company, as beneficiary thereof, a clean, irrevocable and unconditional letter of credit in an amount of $1,779,466 in respect of its Obligations under the Existing Insurance Agreements and the Existing Policies (each such letter of credit individually and collectively being referred to herein as the “ RemainCo LOC ”), issued in a form and by a bank or other financial institution, in each case acceptable to the Company; and/or such other forms of collateral as the Company may permit from time to time. The RemainCo LOC shall be in an aggregate amount that is less than the aggregate amount of the Existing Collateral provided by RemainCo and shall secure the RemainCo Retained Obligations and the Obligations assumed by RemainCo in the RemainCo Assumption (the “ RemainCo Assumed Obligations ”).

(ii) The RemainCo LOC shall be “evergreen,” meaning that it shall provide by its terms that it will be renewed automatically each year for an additional year unless written notice of non-renewal is received by the Company at least sixty (60) days prior to the RemainCo LOC’s anniversary date. If the Company permits RemainCo to provide collateral in a form other than the RemainCo LOC, RemainCo shall provide such collateral in an amount and form acceptable to the Company.

(iii) In addition to the RemainCo LOC, RemainCo has previously entered into a Pledge and Security Agreement with the Company, pursuant to which RemainCo established a securities account for the benefit of the Company and granted to the Company a continuing first priority security interest in and lien on all of their respective right, title and interest, if any, in and to the assets deposited in such securities account and all proceeds thereof as security for their now existing and hereafter arising Obligations to the Company or such ACE Affiliates (the “RemainCo Pledged Account”). In addition, RemainCo entered into a Control Agreement with Bank of America, pursuant to which RemainCo granted the Company such control over the SpinCo Pledged Account so as to allow the Company to have perfected its security interest in such account and the assets deposited therein. On and after the Effective Date, the total market value of the assets which must be maintained in the RemainCo Pledged Account shall be $4,070,382. Upon receipt of the security to be provided by SpinCo under this Agreement, the Company will consent to the withdrawal of assets on deposit in the RemainCo Pledged Account as necessary to reduce the value of the RemainCo Pledged Account to this amount. The RemainCo Pledged Account shall secure the RemainCo Assumed Obligations.

(iv) RemainCo shall keep the RemainCo LOC and the RemainCo Pledged Account in place (or other collateral acceptable to the Company) as security for payment of the RemainCo Retained Obligations and the RemainCo Assumed Obligations, until the Company determines in its sole discretion that there is no longer any need for such collateral. If there shall be a material deterioration in the financial condition of the bank or other financial institution which has issued the RemainCo LOC, the Company shall have the right to require RemainCo to replace the RemainCo LOC with a new letter of credit with similar terms issued by a bank or other financial institution then acceptable to the Company.

(v) The Company shall have the right to draw against the RemainCo LOC or the RemainCo Pledged Account and/or other collateral in each instance where any portion of the RemainCo Retained Obligations or the RemainCo Assumed Obligations for any reason is not fulfilled in the manner and within the time periods required under this Agreement or the Existing Policies or Existing Insurance Agreements giving rise thereto.

(vi) Annually, the Company shall review and redetermine the amount of the RemainCo Retained Obligations and the RemainCo Assumed Obligations

and the amount of collateral security required pursuant to this Agreement. At such time, RemainCo will provide its most recent audited financial statements, interim financial statements, and any other financial information reasonably requested by the Company for the purpose of evaluating the financial condition of RemainCo. RemainCo will provide any needed increases in the amount of the RemainCo LOC or the RemainCo Pledged Account (and/or other collateral if acceptable to the Company) within thirty (30) days of the Company’s written request. The Company will effect any decreases in the amount of the RemainCo LOC or the RemainCo Pledged Account (and/or other collateral) promptly, provided that RemainCo is not in breach of any of its obligations under this Agreement, the Existing Policies or any Existing Insurance Agreement.

(c) Substituted Collateral . Notwithstanding anything in any Existing Policy or Existing Insurance Agreement to the contrary, the Parties, each RemainCo Entity that is a party hereto and each SpinCo Entity that is a party hereto hereby agree that, upon receipt of the Substituted Collateral, the Existing Collateral shall be replaced with such Substituted Collateral and, accordingly, shall be released by the Company and the ACE Affiliates.

(d) Fee . No later than fifteen (15) days after the Effective Date, RemainCo shall pay to the Company the Fee, which shall be paid pursuant to the Company’s wire instructions as provided to RemainCo in writing prior to the date such Fee is payable.

6. Existing Collateral . The Substituted Collateral required to be provided by SpinCo and RemainCo hereunder shall, except to the extent provided otherwise in this Agreement, be subject to all of the terms and conditions applicable to the Existing Collateral pursuant to the Existing Insurance Agreements to the same extent that such terms and conditions applied to the Existing Collateral thereunder.

7. Security Interest . Each of SpinCo and RemainCo may separately provide (or have provided) to the Company and ESIS, from time to time, funds to be credited to paid loss deposit funds, deductible funds and/ or loss funds (collectively, “ Cash Collateral ”) that the Company or ESIS shall hold pursuant to the Existing Insurance Agreements with respect to the SpinCo Retained Obligations and the SpinCo Assumed Obligations, in the case of SpinCo, and with respect to the RemainCo Retained Obligations and the RemainCo Assumed Obligations, in the case of RemainCo. Each of SpinCo and RemainCo hereby grant to the Company, for its benefit and the benefit of the ACE Affiliates, a continuing first priority security interest in and lien on all of their respective right, title and interest, if any, in and to the Cash Collateral and all proceeds thereof as security for their now existing and hereafter arising Obligations to the Company or such ACE Affiliates. The Company shall hold the Cash Collateral in accordance with the terms of the applicable Existing Insurance Agreement pursuant to which such Cash Collateral was provided to the Company or the applicable ACE Affiliate. The Company shall have the sole and exclusive right, and is hereby authorized, to use the Cash Collateral to pay any and all Obligations of SpinCo and/or RemainCo in accordance with the Company Designation in accordance with the terms of the applicable Existing Insurance Agreement and this Agreement.

8. Billing . On and after the Effective Date, the Company (or any third party administrator acting on behalf of the Company in respect of an Existing Policy) will, in each case in accordance with the billing procedures set forth in the applicable Existing Policy and Existing Insurance Agreement:

(a) bill SpinCo directly for the SpinCo Retained Obligations and the SpinCo Assumed Obligations; and

(b) bill RemainCo directly for the RemainCo Retained Obligations and the RemainCo Assumed Obligations.

9. Amendments . Neither this Agreement nor any provision hereof may be amended, changed, waived, discharged or terminated except by a written instrument signed by the Company, RemainCo, SpinCo and each other Party, if any, against whom enforcement of such amendment, change, waiver, discharge or termination is sought.

10. Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Neither this Agreement nor any right or obligation hereunder may be assigned or conveyed by any Party without the prior written consent of the other Parties, which consent shall not be unreasonably withheld.

11. No Waiver . The failure or refusal by any Party to exercise any rights granted hereunder shall not constitute a waiver of such rights or preclude the subsequent exercise thereof, and no oral communication shall be asserted as a waiver of any such rights hereunder unless such communication shall be confirmed in a writing plainly expressing an intent to waive such rights and signed by the Party against whom such waiver is asserted.

12. Counterparts . This Agreement may be executed in any number of counterparts each of which when so executed and delivered shall constitute an original, but such counterparts together shall constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by facsimile transmission or by electronic mail shall constitute effective execution and delivery of this Agreement as to the Parties and may be used in lieu of the original Agreement for all purposes. Signatures of the Parties and other Persons signatory hereto transmitted by facsimile or by electronic mail shall be deemed to be their original signatures for all purposes.

13. No Third Party Beneficiary . This Agreement shall not be deemed to give any right or remedy to any third party whatsoever unless otherwise specifically granted hereunder.

14. Parties’ Representations . As of the Effective Date, each of the Parties expressly represents on its own behalf: (a) it is an entity in good standing in its jurisdiction of organization; (b) it has all requisite corporate power and authority to enter into this Agreement, and to perform its obligations hereunder; (c) the execution and delivery by it of this Agreement, and the performance by it of its obligations under this Agreement, have been duly authorized by all necessary corporate or other action; (d) this Agreement, when duly executed and delivered by it, and subject to the due execution and delivery hereof by the other Parties, will be a valid and binding obligation of it, enforceable against it, its successors and permitted assigns, in

accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equity principles; (e) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby in accordance with the respective terms and conditions hereof will not (i) violate any provision of its Organizational Documents, (ii) violate any applicable order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against it, or binding upon it, or any agreement with, or condition imposed by, any governmental or regulatory body, foreign or domestic, binding upon it as of the date hereof, or (iii) violate any agreement, contract, obligation, promise or undertaking that is legally binding and to which it is a party or by which it is bound; and (f) the signatory hereto on behalf of it is duly authorized and legally empowered to enter into this Agreement on its behalf.

15. Notices . Any and all notices, requests, approvals, authorizations, consents, instructions, designations and other communications that are required or permitted to be given pursuant to this Agreement shall be in writing and may be given either by personal delivery, first class prepaid post (airmail if to another country) or by internationally recognized overnight delivery service to the following address, or to such other address and recipient as such Party may have notified in accordance with the terms of this section as being its address or recipient for notification for the purposes of this Agreement:


If to the Company		ACE American Insurance Company
		225 E. John Carpenter Freeway, Suite 1300
		Irving, TX 75062
		Attention: Underwriting Manager
		ACE Risk Management

		Telephone: (972) 465.7500
		Facsimile: (972) 465.7826

If to any SpinCo Entity:		Babcock & Wilcox Enterprises, Inc.
		13024 Ballantyne Place, Suite 700
		Charlotte, NC 28277
		Attention: Senior Manager-Insurance (with a copy to the General Counsel)

		Telephone: (704) 625.4888
		Facsimile: (704) 625.4910

If to any RemainCo Entity:		The Babcock & Wilcox Company
		11525 North Community House Road
		Suite 600
		Charlotte, NC 28277
		Attention: Chief Risk Officer (with a copy to the General Counsel)

		Telephone: (980) 365.4181
		Facsimile: (980) 365-4020

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

(A)

upon personal delivery; or

(B)

upon receipt if sent by mail or courier.

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

17. Entire Agreement . This Agreement, together with the Existing Policies and Existing Insurance Agreements, constitute the entire agreement among all of the Parties and supersedes all other prior agreements and understandings, both written and oral, with respect to the subject matter hereof.

18. Dispute Resolution . If a dispute between either SpinCo or RemainCo, on the one hand, and the Company or any ACE Affiliate, on the other hand, involves rights or obligations arising under this Agreement, or any of the Existing Policies or Existing Insurance Agreements, the arbitration provisions in the most recent Existing Insurance Agreement referenced in Exhibit II shall govern the resolution of the entire dispute in all respects. In any such arbitration brought by or against SpinCo or RemainCo, the other of RemainCo or SpinCo, as applicable, shall have right to associate effectively in the defense and/or prosecution of such arbitration.

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

20. Rules of Construction . The definitions of terms used herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such

agreement, instrument or other document as from time to time amended, supplemented or otherwise modified, (b) any reference herein to any law shall be construed as referring to such law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to the restrictions contained herein), (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) with respect to the determination of any time period, the word “from” means “from and including” and the word “to” means “to and including” and (f) any reference herein to Articles, Sections and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits to, this Agreement. No provision of this Agreement shall be interpreted or construed against any Person solely because such Person or its legal representative drafted such provision.

[Remainder of Page Intentionally Left Blank]

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


ACE AMERICAN INSURANCE COMPANY , on behalf of itself and the ACE Affiliates

By:		/s/ Richard M. Sica
Name:		Richard M. Sica
Title:		Attorney-in-fact

BABCOCK & WILCOX ENTERPRISES, INC.

By:		/s/ Jenny L. Apker
Name:		Jenny L. Apker
Title:		Senior Vice President and Chief Financial Officer

THE BABCOCK & WILCOX COMPANY

By:		/s/ David S. Black
Name:		David S. Black
Title:		Vice President & Chief Accounting Officer

ACKNOWLEDGED AND AGREED FOR PURPOSES OF SECTIONS 2, 3 and 5(c):


SpinCo Entities:

ADTEC AB

By:		/s/ Mohit Uberoi
Name:		Mohit Uberoi
Title:		Authorized Signatory

B&W PGG LUXEMBOURG CANADA HOLDINGS SARL

B&W PGG LUXEMBOURG FINANCE SARL

B&W PGG LUXEMBOURG HOLDINGS SARL

BABCOCK & WILCOX MONTERREY FINANCE SARL

By:		/s/ David S. Black
Name:		David S. Black
Title:		Type A Manager

By:		/s/ Andrej Grossman
Name:		Andrej Grossman
Title:		Type B Manager


AMERICON EQUIPMENT SERVICES, INC.

AMERICON, INC.

B&W DE PANAMA, INC.

BABCOCK & WILCOX CONSTRUCTION CO., INC.

BABCOCK & WILCOX DE MONTERREY S.A. DE C.V.

BABCOCK & WILCOX EBENSBURG POWER, LLC

BABCOCK & WILCOX EQUITY INVESTMENTS, LLC

BABCOCK & WILCOX INDIA HOLDINGS, INC.

BABCOCK & WILCOX INTERNATIONAL INVESTMENTS CO., INC.

BABCOCK & WILCOX INTERNATIONAL SALES AND SERVICE CORPORATION

BABCOCK & WILCOX INTERNATIONAL, INC.

BABCOCK & WILCOX POWER GENERATION GROUP CANADA CORP.

BABCOCK & WILCOX VOLUND A/S

DELTA POWER SERVICES, LLC

By:		/s/ Jenny L. Apker
Name:		Jenny L. Apker
Title:		Treasurer


DIAMOND OPERATING CO., INC.

DIAMOND POWER AUSTRALIA HOLDINGS, INC.

DIAMOND POWER CHINA HOLDINGS, INC.

DIAMOND POWER EQUITY INVESTMENTS, INC.

DIAMOND POWER INTERNATIONAL, INC.

DPS ANSON, LLC

DPS BERLIN, LLC

DPS CADILLAC, LLC

DPS FLORIDA, LLC

DPS GREGORY, LLC

DPS MECKLENBURG, LLC

DPS PIEDMONT, LLC

EBENSBURG ENERGY, LLC

MEGTEC ACQUISITION, LLC

MEGTEC ENERGY & ENVIRONMENTAL LLC

BABCOCK & WILCOX MEGTEC HOLDINGS, INC.

MEGTEC INDIA HOLDINGS, LLC

MEGTEC SYSTEMS AUSTRALIA, INC.

MEGTEC SYSTEMS, INC.

By:		/s/ Jenny L. Apker
Name:		Jenny L. Apker
Title:		Treasurer


MEGTEC TURBOSONIC TECHNOLOGIES, INC.

MTS ASIA, INC.

O&M HOLDING COMPANY

PALM BEACH RESOURCE RECOVERY CORPORATION

POWER SYSTEMS OPERATIONS, INC.

REVLOC RECLAMATION SERVICE, INC.

SERVICIOS DE FABRICACION DE VALLE SOLEADO, S.A. DE C.V.

SERVICIOS PROFESIONALES DE VALLE SOLEADO, S.A. DE C.V.

SOFCO – EFS HOLDINGS LLC

By:		/s/ Jenny L. Apker
Name:		Jenny L. Apker
Title:		Treasurer

BABCOCK & WILCOX GLOBAL SALES & SERVICES – CHILE SPA

By:		/s/ Mark S. Low
Name:		Mark S. Low
Title:		Director


BABCOCK & WILCOX GLOBAL SALES & SERVICES SARL

By:		/s/ David S. Black
Name:		David S. Black
Title:		Type A Manager

By:		/s/ Mark S. Low
Name:		Mark S. Low
Title:		Type B Manager

BABCOCK & WILCOX HOLDINGS, INC.

By:		/s/ Jenny L. Apker
Name:		Jenny L. Apker
Title:		Senior Vice President and Chief Financial Officer

BABCOCK & WILCOX POWER GENERATION GROUP, INC.

BABCOCK & WILCOX TECHNOLOGY, LLC

DAMPKRAFT INSURANCE COMPANY

By:		/s/ Jenny L. Apker
Name:		Jenny L. Apker
Title:		Vice President and Treasurer


DIAMOND POWER CENTRAL & EASTERN EUROPE S.R.O.

By:		/s/ Juha K. Mustonen
Name:		Juha K. Mustonen
Title:		Managing Director

By:		/s/ Maurice J. Barr
Name:		Maurice J. Barr
Title:		Supervisory Director

DIAMOND POWER DO BRASIL LIMITADA

By:		/s/ Danyelle Bispo Rocha de Oliveira
Name:		Danyelle Bispo Rocha de Oliveira
Title:		Manager

DIAMOND POWER FINLAND OY

By:		/s/ Maurice J. Barr
Name:		Maurice J. Barr
Title:		Chairman and Ordinary Member

DIAMOND POWER GERMANY GMBH

By:		/s/ Thomas E. Moskal
Name:		Thomas E. Moskal
Title:		Member


DIAMOND POWER MACHINE (HUBEI) CO., INC.

By:		/s/ John Ford
Name:		John Ford
Title:		General Manager

DIAMOND POWER SERVICES S.E.A. LTD.

DIAMOND POWER SPECIALTY (PROPRIETARY) LIMITED

DIAMOND POWER SPECIALTY LIMITED

DIAMOND POWER SWEDEN AB

By:		/s/ Maurice J. Barr
Name:		Maurice J. Barr
Title:		Director

EBENSBURG INVESTORS LIMITED PARTNERSHIP

EBENSBURG POWER COMPANY

By:		BABCOCK & WILCOX EBENSBURG POWER, LLC, General Partner

By:		/s/ Jenny L. Apker
Name:		Jenny L. Apker
Title:		Treasurer


GOTAVERKEN EMISSION TECHNOLOGY AB

By:		/s/ Mohit Uberoi
Name:		Mohit Uberoi
Title:		Authorized Signatory

GOTAVERKEN MILIJO AB

By:		/s/ John Veje Oleson
Name:		John Veje Oleson
Title:		Chairman and Director

LOIBL ALLEN-SHERMAN HOFF GMBH

By:		/s/ Thomas E. Moskal
Name:		Thomas E. Moskal
Title:		Managing Director


MEGTEC EUROPE COOPERATIEF U.A.

MEGTEC IEPG BV

MEGTEC PPG BV

By:	/s/ Mohit Uberoi
Name:	Mohit Uberoi
Title:	Managing Director A

By:	TMF NETHERLANDS B.V.

	By:	/s/ Bas Pijnenburg

	By:	/s/ Stephan de Jonge
	Name:	Bas Pijnenburg and Stephan de Jonge
	Title:	Managing Director B

MEGTEC SYSTEMS INDIA PRIVATE LTD.

By:	/s/ Mohit Uberoi
Name:	Mohit Uberoi
Title:	Managing Director, Chief Executive Officer and President

MEGTEC SYSTEMS LIMITED

By:	/s/ Greg Linn
Name:	Greg Linn
Title:	Company Secretary


MEGTEC SYSTEMS S.A.S.

By:		/s/ Mohit Uberoi
Name:		Mohit Uberoi
Title:		President

MEGTEC SYSTEMS AB

MEGTEC SYSTEMS AMAL AB

MEGTEC THERMAL ENERGY & ENVIRONMENTAL TECHNOLOGY (SHANGHAI), LTD.

MEGTEC SYSTEMS (SHANGHAI), LTD.

MEGTEC TURBOSONIC INC.

By:		/s/ Greg Linn
Name:		Greg Linn
Title:		Director

MEGTEC ENVIRONMENTAL LIMITED

By:		/s/ Greg Linn
Name:		Greg Linn
Title:		Company Secretary

MTS ENVIRONMENTAL GMBH

By:		/s/ Harald Bauer
Name:		Harald Bauer
Title:		Managing Director


P.T. BABCOCK & WILCOX ASIA

By:		/s/ J. Randall Data
Name:		J. Randall Data
Title:		President/Director

ACKNOWLEDGED AND AGREED FOR PURPOSES OF SECTIONS 2, 3 and 5(c):


RemainCo Entities :

B&W NE LUXEMBOURG SARL

By:		/s/ David S. Black
Name:		David S. Black
Title:		Type A Manager

By:		/s/ Andrej Grossman
Name:		Andrej Grossman
Title:		Type B Manager

BABCOCK & WILCOX CANADA LTD.

BABCOCK & WILCOX COMMERCIAL
POWER, INC.

BABCOCK & WILCOX INVESTMENT COMPANY

BABCOCK & WILCOX MPOWER, INC.

BABCOCK & WILCOX NUCLEAR ENERGY, INC.

BABCOCK & WILCOX NUCLEAR OPERATIONS GROUP, INC.

BABCOCK & WILCOX TECHNICAL SERVICES GROUP, INC.

BABCOCK & WILCOX GOVERNMENT AND NUCLEAR OPERATIONS, INC.

INTECH INTERNATIONAL, INC.

By:		/s/ David S. Black
Name:		David S. Black
Title:		Vice President and Chief Accounting
		Officer


B&W NUCLEAR MAINTENANCE SERVICES, INC.

BABCOCK & WILCOX INTECH, INC.

BABCOCK & WILCOX MODULAR REACTORS LLC

BABCOCK & WILCOX NOG TECHNOLOGIES, INC.

BABCOCK & WILCOX TECHNICAL SERVICES SAVANNAH RIVER COMPANY

BWXT FEDERAL SERVICES, INC.

By:		/s/ David S. Black
Name:		David S. Black
Title:		Assistant Treasurer

BABCOCK & WILCOX NUCLEAR ENERGY EUROPE SAS

By:		/s/ James D. Goodfellow
Name:		James D. Goodfellow
Title:		President

BABCOCK & WILCOX TECHNICAL SERVICES (U.K.) LIMITED

By:		/s/ James D. Canafax
Name:		James D. Canafax
Title:		Joint Secretary


BABCOCK & WILCOX TECHNICAL SERVICES CLINCH RIVER, LLC

BWXT WASHINGTON, INC.

MARINE MECHANICAL CORPORATION

NFS HOLDINGS, INC.

NOG-ERWIN HOLDINGS, INC.

By:		/s/ David S. Black
Name:		David S. Black
Title:		Vice President and Controller

BWXT CANADA HOLDINGS CORP.

By:		/s/ David S. Black
Name:		David S. Black
Title:		Officer

BWXT FOREIGN HOLDINGS, LLC

By:		/s/ David S. Black
Name:		David S. Black
Title:		Treasurer

CREOLE INSURANCE COMPANY, LTD.

By:		/s/ David S. Black
Name:		David S. Black
Title:		Vice President & Treasurer


GENERATION MPOWER CANADA LTD.

GENERATION MPOWER LLC

By:		/s/ William A. Fox
Name:		William A. Fox
Title:		President & Chief Executive Officer

KANSAS CITY ADVANCED MANUFACTURING, LLC

By:		/s/ Joseph G. Henry
Name:		Joseph G. Henry
Title:		Director/Manager

NUCLEAR FUEL SERVICES, INC.

By:		/s/ David S. Black
Name:		David S. Black
Title:		Vice President, Assistant Treasurer &
		Controller

EXHIBIT I – SPINCO ENTITIES

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

Schedule 1.1(d)

Designated SpinCo Entities


*Reference ID*		*Name*
333		Ahahsain Hudson Heat Transfer Co. Ltd
398		Advanced Refractory Technologies, Inc.
		A.M. Lockett & Co., Limited
		Amcermet Corporation
732		Applied Synergistics, Inc.
924		ASEA Babcock
235		Ash Acquisition Company
326		B & W Clarion, Inc.
574		B&W Ebensburg Pa., Inc.
383		B&W Fort Worth Power,Inc.
922		B&W Mexicana, S.A. de C.V.
9991		B&W North Branch G.P., Inc.
9990		B&W North Branch L.P., Inc.
586		B&W Saba, Inc.
591		B&W Service Company
		B&W Tubular Products Limited
212		Babcock & Wilcox Asia Investment Co., Inc.
115		Babcock & Wilcox Asia Limited
533		Babcock & Wilcox Canada Leasing Ltd.
1570		Babcock & Wilcox China Holdings, Inc.
215		Babcock & Wilcox China Investment Co., Inc.
1571		Babcock & Wilcox Denmark Holdings, LLC
594		Babcock & Wilcox do Brasil Limitada
528		Babcock & Wilcox do Brasil Participacoes Limitada
206		Babcock & Wilcox Egypt SAE
169		Babcock & Wilcox Fibras Ceramicas Limitada
557		Babcock & Wilcox Foreign Sales Corporation
175		Babcock & Wilcox Gama Kazan Teknolojisi A.S.
552		Babcock & Wilcox General Contracting Company
395		Babcock & Wilcox HRSG Company
		Babcock & Wilcox Industries, Ltd.
2045		Babcock & Wilcox International Construction Co., Inc.
305		Babcock & Wilcox Jonesboro Power, Inc.
		Babcock & Wilcox Refractories limited
323		Babcock & Wilcox Salt City Power, Inc.
322		Babcock & Wilcox Tracy Power, Inc.
314		Babcock & Wilcox Victorville Power, Inc:
727		Babcock & Wilcox Volund France SAS
315		Babcock PFBC, Inc.


*Reference ID*		*Name*
559		Babcock Southwest Construction Corporation
936		Babcock-Ultrapower Jonesboro
937		Babcock-Ultrapower West Enfield
951		Bailey Beijing Controls Co., Ltd.
516		Bailey Controls Australia Pty. Limited
517		Bailey Controls International Sales & Services Company, Inc.
954		Bailey Controls Jordan for Process Controls Services, ltd.
563		Bailey Controls Sales & Service (Australia) Pty. Limited
564		Bailey Controls Sales & Services Canada Inc.
561		Bailey do Brasil lnstrumentos Industrials Limitada
114		Bailey International, Inc.
923		Bailey Japan Company Limited
542		Bailey Meter and Controls Company
		Bailey Meter Company
562		Bailey Meter Co. (Japan) Ltd.
		Bailey Meter Company Limited
		Bailey Meter GmbH
		C.C. Moore & Company Engineers
329		Clarion Energy, Inc.
328		Clarion Power Company
		Control Components France
514		Control Components Italy S.R.L.
		Control Components, Inc. (California)
		Control Components, Inc. (Delaware)
948		Control Components Japan
545		Detroit Broach & Machine Corporation
551		Diamond Blower Company Limited
		Diamond Canapower Ltd.
518		Diamond Power lmportacao e Exportacao Ltda.
144		Diamond Power Korea Inc.
526		Diamond Power Specialty (Japan) Ltd.
558		Diamond Power Specialty (Proprietary) Limited
546		Diamond Power Specialty Corporation (Delaware)
		Diamond Power Speciality Corporation (Ohio)
529		Diamond Power Specialty GmbH
1990		DPS Berkeley, LLC
1996		DPS Lowell Cogen, LLC
1991		DPS Michigan, LLC
1994		DPS Mojave, LLC
1998		DPS Sabine, LLC
332		Ebensburg Energy, Inc.
397		Ejendomsaktieselskabet Falkevej2
968		EPC Business Trust


*Reference ID*		*Name*
919		Especialidades Termomecanicas, S.A. de C.V.
550		Ferry-Diamond Engineering Company Limited
928		Fibras Ceramicas C.A.
509		Fibras Ceramicas, Inc.
547		Globe Steel Tubes Corporation
		Greer Land Co.
		Holmes Insulations Limited
2001		Ivey-Cooper Services, L.L.C.
941		lsolite Babcock Refractories Company, Ltd.
927		lsolite Eastern Union Refractories Co., Ltd.
920		KBW Gasification Systems, Inc.
512		LT Produkter i Skutskar AB
938		Maine Power Services
345		McDermott Heat Transfer Company
344		McDermott Productos Industriales de Mexico, S.A. de C.V.
946		Medidores Bailey, S.A. de C.V.
942		Morganite Ceramic Fibres Limited
943		Morganite Ceramic Fibres Pty. Limited
944		Morganite Ceramic Fibres S. A.
544		National Ecology (Alabama) Incorporated
575		National Ecology (Utah) Incorporated
540		National Ecology Company
976		Nooter/Eriksen - Babcock & Wilcox, L.L.C.
933		North American CWF Partnership
9989		North Branch Power Company L.P.
971		North County Operations Associates
501		North County Recycling, Inc.
1153		P. T. Heat Exchangers Indonesia
934		Palm Beach Energy Associates
		Piedmont Tool Machine Company
581		Power Systems Sunnyside Operations GP, Inc.
583		Power Systems Sunnyside Operations LP, Inc.
508		Productos de Caolin, Inc.
577		PSO Caribbean, Inc.
932		South Point CWF
556		Sunland Construction Co., Inc.
988		Sunnyside Cogeneration Associates
582		Sunnyside II, Inc.
992		Sunnyside II, L.P
303		Sunnyside III, Inc.
993		Sunnyside Operations Associates L.P.
571		Termobloc Industria E Comercio Ltda.
953		Thermax Babcock & Wilcox Limited
502		TLT - Babcock, Inc.
1152		W.E. Smith Hudson Pty. Ltd.

Schedule 1.1(l)

SpinCo Subsidiaries


*Reference ID*	*Name*	*Jurisdiction*	*Formation*
	Adtec AB
553	Americon Equipment Services, Inc.	Delaware	12/3/1985
554	Americon, Inc.	Delaware	3/29/1985
127	B&W de Panama, Inc.	Panama	3/5/1986
2075	B&W PGG Luxembourg Canada Holdings SARL	Luxembourg	11/21/2013
2054	B&W PGG Luxembourg Finance SARL	Luxembourg	11/15/2011
2053	B&W PGG Luxembourg Holdings SARL	Luxembourg	11/15/2011
555	Babcock & Wilcox Construction Co., Inc.	Delaware	3/29/1985
2107	Babcock & Wilcox Monterrey Finance SARL	Luxembourg	12/5/2014
2011	Babcock & Wilcox de Monterrey S.A. de C.V.	Mexico	9/16/2009
327	Babcock & Wilcox Ebensburg Power, LLC	Delaware	12/2/1986
302	Babcock & Wilcox Equity Investments, LLC	Delaware	12/10/1984
2080	Babcock & Wilcox Global Sales & Services - Chile SpA	Chile	5/19/2014
2081	Babcock & Wilcox Global Sales & Services SARL	Luxembourg	3/19/2014
2114	Babcock & Wilcox Holdings, Inc.	Delaware	4/20/2015
2028	Babcock & Wilcox India Holdings, Inc.	Delaware	3/4/2010
598	Babcock & Wilcox India Private Limited	India	2/3/1999
126	Babcock & Wilcox International Investments Co., Inc.	Panama	10/23/1985
530	Babcock & Wilcox International Sales and Service Corporation	Delaware	9/27/1973
541	Babcock & Wilcox International, Inc.	Delaware	5/20/1981
2072	Babcock & Wilcox Power Generation Group Canada Corp.	Nova Scotia	11/27/2013
500	Babcock & Wilcox Power Generation Group, Inc.	Delaware	12/16/1977
595	Babcock & Wilcox Technology, Inc.	Delaware	3/6/1997
599	Babcock & Wilcox Volund A/S	Denmark	11/22/1999
2113	Dampkraft Insurance Company	South Carolina	4/14/2015
1988	Delta Power Services, LLC	Delaware	3/1/2001
766	Diamond Operating Co., Inc.	Delaware	3/1/2002
1572	Diamond Power Australia Holdings, Inc.	Delaware	9/3/2002
1984	Diamond Power Central & Eastern Europe s.r.o.	Czech Republic	3/25/2008
1573	Diamond Power China Holdings, Inc.	Delaware	9/3/2002
521	Diamond Power do Brasil Limitada	Brazil	2/13/1998
1574	Diamond Power Equity Investments, Inc.	Delaware	9/3/2002


*Reference ID*	*Name*	*Jurisdiction*	*Formation*
525	Diamond Power Finland OY	Finland	3/14/1985
504	Diamond Power Germany GmbH	Germany	10/30/2001
597	Diamond Power International, Inc.	Delaware	3/6/1997
949	Diamond Power Machine (Hubei) Co., Inc.	China	4/20/2004
1908	Diamond Power Services S.E.A. Ltd.	Thailand	2/22/2000
522	Diamond Power Specialty (Proprietary) Limited	Republic of South Africa	4/29/1998
523	Diamond Power Specialty Limited	United Kingdom	3/5/1913
524	Diamond Power Sweden AB	Sweden	3/2/1965
2079	DPS Anson, LLC	Delaware	1/15/2014
2044	DPS Berlin, LLC	Delaware	2/24/2011
1997	DPS Cadillac, LLC	Delaware	2/17/2006
1995	DPS Florida, LLC	Delaware	10/25/2005
1993	DPS Gregory, LLC	Delaware	11/10/2004
1992	DPS Mecklenburg, LLC	Delaware	9/27/2004
9999	DPS Piedmont, LLC	Delaware	6/29/2010
2082	Ebensburg Energy, LLC	Delaware	3/27/2014
967	Ebensburg Investors Limited Partnership	Pennsylvania	3/26/1992
331	Ebensburg Power Company	Pennsylvania	12/9/1986
	Gotaverken Emission Technology AB
2027	Gotaverken Milijo AB	Sweden	12/3/2003
2055	Loibl Allen-Sherman Hoff GmbH	Germany	12/16/1993
2104	MEGTEC Acquisition, LLC	Delaware	8/8/2008
2097	MEGTEC Energy & Environmental LLC	Delaware	4/22/2008
2092	MEGTEC Environmental Limited	United Kingdom	12/12/2003
2100	MEGTEC Europe Cooperatief U.A.	Netherlands	8/20/2008
2083	MEGTEC Holdings, Inc.	Delaware	8/8/2008
2089	MEGTEC IEPG BV	Netherlands
2103	MEGTEC India Holdings, LLC	Delaware	4/22/2008
2101	MEGTEC PPG BV	Netherlands	9/17/2008
2091	MEGTEC Systems AB	Sweden	8/8/1970
2095	MEGTEC Systems Amal AB	Sweden	7/17/2001
2098	MEGTEC Systems Australia, Inc.	Delaware	1/12/1999
2087	MEGTEC Systems India Private Ltd.	India	12/19/2005
2094	MEGTEC Systems Limited	United Kingdom	9/17/2008
2093	MEGTEC Systems S.A.S.	France	11/23/1974
2086	MEGTEC Systems Shanghai Ltd.	China
2096	MEGTEC Systems, Inc.	Delaware	7/7/1997
2085	MEGTEC Thermal Energy & Environmental Technology (Shanghai), LTD.	China


*Reference ID*	*Name*	*Jurisdiction*	*Formation*
2088	MEGTEC TurboSonic Inc.	Ontario	7/1/2000
2099	MEGTEC TurboSonic Technologies, Inc.	Delaware	4/14/1961
2101	MTS Asia, Inc.	Delaware	6/17/2001
2090	MTS Environmental GmbH	Germany	2/27/2008
1989	O&M Holding Company	Delaware	6/26/2008
707	P.T. Babcock & Wilcox Asia	Indonesia	8/24/2000
534	Palm Beach Resource Recovery Corporation	Florida	10/26/1984
560	Power Systems Operations, Inc.	Delaware	10/22/1985
568	Revloc Reclamation Service, Inc.	Delaware	7/2/1990
2013	Servicios de Fabricacion de Valle Soleado, S.A. de C.V.	Mexico	7/31/2009
2012	Servicios Profesionales de Valle Soleado, S.A. de C.V.	Mexico	7/31/2009
767	SOFCo - EFS Holdings LLC	Delaware	2/22/2002

EXHIBIT II –EXISTING INSURANCE AGREEMENTS

Name of Agreement

Party to Agreement

Party to

Agreement

Effective Date
of Agreement

Cash Flow Deductible Workers’ Compensation Agreement

The Babcock & Wilcox Company

Insurance Company of North America

4/1/1991

Workers Compensation Deductible Funding Agreement

Babcock & Wilcox Company

CIGNA Insurance Company of Texas

Pacific Employers Insurance Company

4/1/1992

Agreement for Workers Compensation Residual market Assessments

Babcock & Wilcox Company

CIGNA Insurance Company of Texas

Pacific Employers Insurance Company

4/1/1992

Casualty Insurance Program Agreement

The Babcock & Wilcox Company

Pacific Employers Insurance Company

4/1/1993

Agreement for Workers Compensation Residual market Assessments Captive Program

Pacific Employers Insurance Company

Creole Insurance Company, Ltd

4/1/1993

Casualty Insurance Program Agreement

The Babcock & Wilcox Company

Pacific Employers Insurance Company

4/1/1994

Agreement for Workers compensation Residual Market Assessments Captive Program

Pacific Employers Insurance Company

Creole Insurance Company, Ltd

4/1/1994

Casualty Insurance Program Agreement

The Babcock & Wilcox Company

CIGNA Insurance Company

Bankers Standard Insurance Company

4/1/1995

Casualty Insurance Program Agreement

The Babcock & Wilcox Company

CIGNA Insurance Company

Bankers Standard Insurance Company

4/1/1995

Addendum I Casualty Insurance Program Agreement

The Babcock & Wilcox Company

CIGNA Insurance Company

Bankers Standard Insurance Company

4/1/1996

Reinsurance Agreement

Honore Insurance Company Limited

CIGNA Insurance Company

4/1/1997

Reinsurance Agreement

Honore Insurance Company Limited

CIGNA Insurance Company of Canada

4/1/1997

Addendum III Casualty Insurance Program Agreement

The Babcock & Wilcox Company

CIGNA Insurance Company

Bankers Standard Insurance Company

Pacific Employers Insurance Company

4/1/1997

Final Summary of Proposal

Aon Risk Services of Texas, Inc

Pacific Employers Ins/Bankers Standard Ins.

4/1/1997

Canadian Reinsurance Agreement

Honore Insurance Company Limited

CIGNA Insurance Company of Canada

4/1/1997

Addendum I - Canadian Reinsurance Agreement

Honore Insurance Company Limited

CIGNA Insurance Company of Canada

4/1/1997

Agreement Regarding Return Premiums

Babcock & Wilcox Company

Creole Insurance Company, Limited

CIGNA Insurance Company

Indemnity Insurance Company of North American

CIGNA Insurance Company of Canada

7/28/1997

Name of Agreement

Party to Agreement

Party to

Agreement

Effective Date
of Agreement

Agreement Regarding Return Premiums

The Babcock & Wilcox Company

Creole Insurance Company, Limited

CIGNA Insurance Company

Indemnity Insurance Company of NA

CIGNA Insurance Company of Canada

7/28/1997

Agreement

The Babcock & Wilcox Company

Pacific Employers Insurance Company

4/1/1998

Casualty Insurance Program Agreement

The Babcock & Wilcox Company

CIGNA Insurance Company of Texas

Pacific Employers Insurance Company

4/1/1998

Addendum I Reinsurance Agreement

Honore Insurance Company Ltd

CIGNA Insurance Company of Canada

4/1/1998

Casualty Insurance Program Agreement

The Babcock & Wilcox Company

CIGNA Insurance Company of Texas

Pacific Employers Insurance Company

4/1/1998

Cash Flow Deductible Workers’ Compensation Program

AON Risk Services of Texas, Inc.

CIGNA Insurance Company of Texas

Pacific Employers Insurance Company

4/1/1998

Cash Flow High Deductible Program

AON Risk Services of Texas, Inc.

Insurance Company of North America

Pacific Employers Insurance Company

4/1/1998

Specific Excess Workers’ Compensation & Employers’ Liability

AON Risk Services of Texas, Inc.

CIGNA Insurance Company

4/1/1998

TPA Agreement

The Babcock & Wilcox Company

Pacific Employers Insurance Co.

4/1/1998

Casualty Insurance Program Agreement

The Babcock & Wilcox Company

CIGNA Insurance Company of Texas

Pacific Employers Insurance Company

4/1/1998

Casualty Insurance Program Agreement

The Babcock & Wilcox Company

CIGNA Insurance Company of Texas

Pacific Employers Insurance Company

4/1/1998

Final Summary of Proposal

Aon Risk Services of Texas, Inc

Pacific Employers Insurance Co.

CIGNA Insurance Company

4/1/1998

Agreement

The Babcock & Wilcox Company

Pacific Employers Insurance Company

4/1/1999

Addendum I Casualty Insurance Program Agreement

The Babcock & Wilcox Company

Pacific Employers Insurance Company

ACE Insurance Company of Texas (formerly CIGNA Insurance company of Texas

4/1/1999

Addendum II Casualty Insurance Program Agreement

The Babcock & Wilcox Company

Pacific Employers Insurance Company

CIGNA Insurance Company of Texas

4/1/1999

Addendum II to Reinsurance Agreement

Cigna Insurance Company of Canada

Honore Insurance Company Limited

4/1/1999

Addendum III to Reinsurance Agreement

ACE INA Insurance (formerly CIGNA Insurance Company of Canada

Honore Insurance Company Limited

4/1/1999

Name of Agreement

Party to Agreement

Party to

Agreement

Effective Date
of Agreement

Multi-Line Deductible Cash Flow Insurance

AON Risk Services of Texas, Inc.

Pacific Employers Insurance Company

CIGNA Insurance Company

Insurance Company of North America

4/1/1999

Combined Multi-Line Program Agreement

Pacific Employers Insurance Company

Babcock & Wilson Company

1/1/2000

Addendum IV Reinsurance Agreement

ACE INA Insurance

Honore Insurance Company Limited

1/1/2000

Addendum II Combined Multi-line Program Agreement

Pacific Employers Insurance Company

Babcock & Wilson Company

1/1/2001

Addendum V to Reinsurance Agreement

ACE INA Insurance

Honore Insurance Company Limited

1/1/2001

Addendum IV to Combined Multi-Line Program Agreement

Pacific Employers Insurance Company

Babcock & Wilson Company

1/1/2002

Addendum VI to Reinsurance Agreement

ACE INA Insurance

Pirogue Insurance Company, Ltd

1/1/2002

Addendum V to Combined Multi-Line Program Agreement

Babcock & Wilcox Company

ACE American Insurance Company

Pacific Employers Insurance Company

1/1/2003

Addendum VII to Reinsurance Agreement

ACE INA Insurance

Pirogue Insurance Company, Ltd

1/1/2003

Addendum VI to Combined multi-Line Program

Babcock & Wilcox Company

ACE American Insurance Company

Pacific Employers Insurance Company

ACE INA Insurance Company

1/1/2004

Addendum VII to Combined Multi-Line Program Agreement

Babcock & Wilcox Company

ACE American Insurance Company

ACE INA Insurance Company

1/1/2005

Casualty Program Binder

The Babcock & Wilcox Company

ACE American Insurance Company

ACE INA Insurance

1/1/2006

Casualty Program Binder

The Babcock & Wilcox Company

ACE American Insurance Company

ACE INA Insurance

1/1/2007

Casualty Program Binder

The Babcock & Wilcox Company

ACE American Insurance Company

ACE INA Insurance

Indemnity Insurance Company of North America

1/1/2008

Casualty Program Proposal

The Babcock & Wilcox Company

ACE American Insurance Company

ACE INA Insurance

Indemnity Insurance Company of North America

1/1/2009

Casualty Program Proposal

The Babcock & Wilcox Company

ACE American Insurance Company

ACE INA Insurance

Indemnity Insurance Company of North America

1/1/2010

Assumption and Loss Allocation Agreement

Babcock & Wilcox Holdings, Inc.

McDermott International, Inc.

ACE American Insurance Company

5/18/2010

Novation and Assumption Agreement

Creole Insurance Company, Ltd.

Boudin Insurance Company, Ltd.

ACE American Insurance Company

5/18/2010

Name of Agreement

Party to Agreement

Party to

Agreement

Effective Date
of Agreement

Casualty Program Binder

The Babcock & Wilcox Company

ACE American Insurance Company

Indemnity Insurance Company of North America

1/1/2011

Casualty Program Binder

The Babcock & Wilcox Company

ACE American Insurance Company

Indemnity Insurance Company of North America

1/1/2012

Casualty Program Binder

The Babcock & Wilcox Company

ACE American Insurance Company

Indemnity Insurance Company of North America

1/1/2013

Casualty Program Binder

The Babcock & Wilcox Company

ACE American Insurance Company

Indemnity Insurance Company of North America

11/15/2013

Casualty Program Binder

The Babcock & Wilcox Company

ACE American Insurance Company

Indemnity Insurance Company of North America

11/15/2014

EXHIBIT III –EXISTING POLICIES


Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
4/1/1982	4/1/1983	GLP 829719	Babcock & Wilcox Company	GL	INA
4/1/1982	4/1/1985	XCP 014414	Intermountain Power Agency Department of Water & Power City of Los Angeles	XGL	INA
4/1/1983	4/1/1984	RSC C20704202	Babcock & Wilcox Company	WC	INA - TX
4/1/1983	4/1/1984	RSC C20704226	Babcock & Wilcox Company	WC	Pacific Employers
4/1/1983	4/1/1984	SCA 5914	The Babcock & Wilcox Company	Auto	INA - TX
4/1/1984	4/1/1985	RSC C22890785	TLT Babcock, Inc., a Joint Venture	WC	Pacific Employers
3/8/1985	3/8/1986	GLP G05111523	Babcock & Wilcox Company	GL	INA
4/1/1985	4/1/1986	RSC C19396812	Babcock & Wilcox Company	WC	Cigna
4/1/1985	4/1/1986	XCP G05111730	Commonwealth Edison Company	XGL	INA
4/1/1985	4/1/1986	XCP G0511326A	Intermountain Power Agency Department of Water & Power City of Los Angeles	GL	INA
4/21/1985	5/2/1985	GLP G05111766	Chevron USA	GL	INA
6/30/1985	7/10/1985	GLP G05112588	Chevron USA	GL	INA
4/1/1986	4/1/1987	CPO G03518656	Babcock & Wilcox Company	GL	INA
4/1/1986	4/1/1987	CPO G05114329	Babcock & Wilcox Company	GL	INA
4/1/1986	4/1/1987	CPO G05114329	Babcock & Wilcox Company	GL	INA
4/1/1986	4/1/1987	XCP G05114184	Arco Oil & Gas Company	XGL	INA
4/1/1987	4/1/1988	CPO G05115401	Babcock & Wilcox Company	XGL	INA
4/1/1987	4/1/1988	CPO G05115620	Babcock & Wilcox Company	GL	INA ILL
4/1/1987	4/1/1988	CPO G05115632	Babcock & Wilcox Company	GL	INA Ohio
4/1/1987	4/1/1988	CPO G05115978	Babcock & Wilcox Company	GL	INA
4/1/1987	4/1/1988	SCA 010999	The Babcock & Wilcox Company	Auto	INA
4/1/1988	4/1/1989	XSL G05194167	The Babcock & Wilcox Company	XGL	INA
4/1/1988	4/1/1989	XSL G05194179	The Babcock & Wilcox Company	XGL	Cigna of Ohio
4/1/1989	4/1/1990	CGO G05195792	Babcock & Wilcox Company	GL	INA
4/1/1989	4/1/1990	CPO G05195809	Babcock & Wilcox Company	GL	INA
4/1/1989	4/1/1990	CPO G05195809	Babcock & Wilcox Company	GL	INA
4/1/1989	4/1/1990	RSC C22291312	B & W Fuel Company	WC	INA
4/1/1989	4/1/1990	RSC C32916879	Babcock & Wilcox Company	WC	Pacific Employers
4/1/1989	4/1/1990	RSC C32916880	Babcock & Wilcox Company	WC	Cigna
4/1/1989	4/1/1990	RSC C32916892	Babcock & Wilcox Company 2	WC	Cigna - ILL
4/1/1989	4/1/1990	RSC C32916922	Babcock & Wilcox Company	WC	Atlantic Employers


Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
4/1/1989	4/1/1990	SCA 012151	The Babcock & Wilcox Company	Auto	INA
4/1/1989	4/1/1990	SCA 012152	The Babcock & Wilcox Company	GL	INA
4/1/1989	4/1/1990	XSL G05195780	The Babcock & Wilcox Company	XGL	INA
4/1/1989	4/1/1990	XSL G05195780	The Babcock & Wilcox Company	XGL	INA
9/17/1989	9/17/1990	CRL G0519698A	ASEA - Babcock PFBC Joint Venture	GL	INA
4/1/1990	4/1/1991	CGO G0519751A	Babcock & Wilcox Company	GL	INA
4/1/1990	4/1/1991	CGO G0519751A	Babcock & Wilcox Company	GL	INA
4/1/1990	4/1/1991	CPO G05197521	Babcock & Wilcox Company	GL	INA
4/1/1990	4/1/1991	CPO G05197521	Babcock & Wilcox Company	GL	INA
4/1/1990	4/1/1991	CPO G05197521	Babcock & Wilcox Company	GL	INA
4/1/1990	4/1/1991	RSC C22292286	Babcock & Wilcox Company	WC	Pacific Employers
4/1/1990	4/1/1991	RSC C22292304	Babcock & Wilcox Company	WC	Cigna - ILL
4/1/1990	4/1/1991	RSC C22292316	Babcock & Wilcox Company	WC	Atlantic Employers
4/1/1990	4/1/1991	RSC C22292328	B & W Fuel Company	WC	INA
4/1/1990	4/1/1991	RSC C22292730	Babcock & Wilcox Company	WC	INA
4/1/1990	4/1/1991	RSC C2229362A	Babcock & Wilcox Company	WC	California Union
4/1/1990	4/1/1991	SCA 012197	The Babcock & Wilcox Company	Auto	INA
4/1/1990	4/1/1991	SCA 012198	The Babcock & Wilcox Company	Auto	INA
4/1/1990	4/1/1991	XSL G05197508	The Babcock & Wilcox Company	XGL	INA
9/12/1990	9/12/1991	CPO G13210755	Babcock & Wilcox Company Power Generation Group	GL	INA
4/1/1991	4/1/1992	CGO G13211061	Babcock & Wilcox Company	GL	INA
4/1/1991	4/1/1992	CGO G13211061	Babcock & Wilcox Company	GL	INA
4/1/1991	4/1/1992	CPO G13211073	Babcock & Wilcox Company	GL	INA
4/1/1991	4/1/1992	CPO G13211073	Babcock & Wilcox Company	GL	INA
4/1/1991	4/1/1992	RSC C2229354	Babcock & Wilcox Company	WC	Pacific Employers
4/1/1991	4/1/1992	RSC C22293564	Babcock & Wilcox Company	WC	Atlantic Employers
4/1/1991	4/1/1992	RSC C22293898	Babcock & Wilcox Company	WC	INA
4/1/1991	4/1/1992	SCA 012272	Babcock & Wilcox Company	Auto	INA
4/1/1991	4/1/1992	WLR C22293552	Babcock & Wilcox Company	WC	Pacific Employers
4/1/1991	4/1/1992	WLR C22293849	Babcock & Wilcox Company	WC	Pacific Employers
4/1/1991	4/1/1992	WLR C22293850	Babcock & Wilcox Company	WC	Pacific Employers
4/1/1991	4/1/1992	WLR C22293862	Babcock & Wilcox Company	WC	Pacific Employers
4/1/1991	4/1/1992	WLR C22293874	Babcock & Wilcox Company	WC	Pacific Employers
4/1/1991	4/1/1992	WLR C22293886	Babcock & Wilcox Company	WC	Pacific Employers
4/1/1991	4/1/1992	XSL G1321105A	The Babcock & Wilcox Company	XGL	INA


Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
4/1/1991	4/1/1992	XWC 011231	Babcock & Wilcox Company	XWC	Cigna
7/22/1991	7/22/1992	XCP G13211437	City of Lakeland, Florida Department of Electric & Water Utilities	XGL	INA
8/24/1991	8/24/1992	OGL G1321153A	PowerSafety International, Inc.	GL	INA
9/12/1991	9/12/1992	CPO G13211541	Babcock & Wilcox Company Power Generation Group	GL	INA
4/1/1992	4/1/1993	CGO G13211887	Babcock & Wilcox Company	GL	INA
4/1/1992	4/1/1993	CPO G13211899	Babcock & Wilcox Company	GL	INA
4/1/1992	4/1/1993	CPO G13211899	Babcock & Wilcox Company	GL	INA
4/1/1992	4/1/1993	RSC C38326259	Babcock & Wilcox Company	WC	Pacific Employers
4/1/1992	4/1/1993	RSC C38326351	Babcock & Wilcox Company	WC	INA
4/1/1992	4/1/1993	WLR C38326260	Babcock & Wilcox Company	WC	Pacific Employers
4/1/1992	4/1/1993	WLR C38326338	Babcock & Wilcox Company	WC	Cigna - TX
4/1/1992	4/1/1993	XCP G13211991	Naheola Cogeneration Limited Partnership & Industrial Development Board	XGL	INA
4/1/1992	4/1/1993	XSL G13211905	The Babcock & Wilcox Company	XGL	INA
4/1/1992	4/1/1993	XWC 011301	Babcock & Wilcox Company	XWC	Cigna
4/1/1993	4/1/1994	CGO G13212612	Babcock & Wilcox Company	GL	INA
4/1/1993	4/1/1994	CGO G13212612	Babcock & Wilcox Company	GL	INA
4/1/1993	4/1/1994	CPO G13212600	Babcock & Wilcox Company	GL	INA
4/1/1993	4/1/1994	RSC C36158621	Babcock & Wilcox Company	WC	INA
4/1/1993	4/1/1994	RSC C39770489	Babcock & Wilcox Company	WC	Pacific Employers
4/1/1993	4/1/1994	SCA 012527	The Babcock & Wilcox Company	Auto	INA
4/1/1993	4/1/1994	SCA 012528	The Babcock & Wilcox Company	Auto	INA
4/1/1993	4/1/1994	XCP G13212673	Naheola Cogeneration Limited Partnership & Industrial Development Board	GL	INA
4/1/1993	4/1/1994	XSL G13212594	The Babcock & Wilcox Company	XGL	INA
4/1/1993	4/1/1994	XSL G13212594	Babcock & Wilcox Company	XGL	INA
8/24/1993	8/24/1994	OGL G13212879	PowerSafety International, Inc.	GL	INA
9/12/1993	9/13/1994	CPO G13212909	Babcock & Wilcox Company Power Generation Group	GL	INA
10/1/1993	4/1/1994	XSL G13212983	Hudson Companies	XGL	INA
4/1/1994	4/1/1995	CGO G13213215	Babcock & Wilcox Company	GL	INA
4/1/1994	4/1/1995	CGO G13213215	Babcock & Wilcox Company	GL	INA
4/1/1994	4/1/1995	CPO G13213203	Babcock & Wilcox Company	GL	INA
4/1/1994	4/1/1995	CPO G13213203	Babcock & Wilcox Company	GL	INA
4/1/1994	4/1/1995	RSC C40809016	Babcock & Wilcox Company	WC	INA
4/1/1994	4/1/1995	RSC C40809491	Babcock & Wilcox Company	WC	Pacific Employers


Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
4/1/1994	4/1/1995	SCA 012556	The Babcock & Wilcox Company	Auto	INA
4/1/1994	4/1/1995	WLR C36160159	Babcock & Wilcox Company	WC	Cigna - TX
4/1/1994	4/1/1995	WLR C40809508	Babcock & Wilcox Company	WC	Pacific Employers
4/1/1994	4/1/1995	XSL G13213197	The Babcock & Wilcox Company	XGL	INA
4/1/1994	4/1/1995	XSL G13213197	Babcock & Wilcox Company	XGL	INA
4/1/1994	4/1/1995	XSL G13213227	Hudson Companies	XGL	INA
4/1/1994	4/1/1995	XSL G13213227	Hudson Companies	XGL	INA
8/24/1994	8/24/1995	OGL G13213410	PowerSafety International, Inc.	GL	INA
9/12/1994	9/12/1995	CPO G13213380	Babcock & Wilcox Company Power Generation Group	GL	INA
4/1/1995	4/1/1996	CGO G13213720	Babcock & Wilcox Company	GL	INA
4/1/1995	4/1/1996	CPO G13213719	Babcock & Wilcox Company	GL	IND
4/1/1995	4/1/1996	NWC C3616248A	Babcock & Wilcox Construction Co.	WC	Cigna
4/1/1995	4/1/1996	RSC C36162028	Babcock & Wilcox Company	WC	Cigna
4/1/1995	4/1/1996	RSC C36162053	Hudson Companies	WC	Bankers Standard
4/1/1995	4/1/1996	RSC C3616234A	Babcock & Wilcox Company	WC	Cigna
4/1/1995	4/1/1996	WLR C36161991	Babcock & Wilcox Company	WC	Cigna
4/1/1995	4/1/1996	WLR C36162004	Babcock & Wilcox Company	WC	Bankers Standard
4/1/1995	4/1/1996	WLR C36162016	Babcock & Wilcox Company	WC	Cigna
4/1/1995	4/1/1996	XSL G13213707	The Babcock & Wilcox Company	XGL	IND
4/1/1995	4/1/1996	XSL G13213707	The Babcock & Wilcox Company	XGL	IND
8/24/1995	8/24/1996	CAL H06353149	Deep Oil Technology, Inc.	Auto	IND
8/24/1995	8/24/1996	NWC C41224319	Deep Oil Technology, Inc.	WC	Cigna
8/24/1995	8/24/1996	OGL G14232096	Deep Oil Technology, Inc.	GL	IND
4/1/1996	4/1/1997	CGO G18967431	Babcock & Wilcox Company	GL	IND
4/1/1996	4/1/1997	CPO G18968599	Babcock & Wilcox Company	GL	IND
4/1/1996	4/1/1997	CPO G18968599	Babcock & Wilcox Company	GL	IND
4/1/1996	4/1/1997	RSC C2733278A	Babcock & Wilcox Company	WC	Cigna
4/1/1996	4/1/1997	RSC C4206726A	Babcock & Wilcox Company	WC	Cigna
4/1/1996	4/1/1997	SCA 012575	The Babcock & Wilcox Company	Auto	IND
4/1/1996	4/1/1997	WLR C27332080	Babcock & Wilcox Company	WC	Cigna
4/1/1996	4/1/1997	WLR C27332766	Hudson Companies	WC	Bankers Standard
4/1/1996	4/1/1997	WLR C27332778	Babcock & Wilcox Company	WC	Bankers Standard
4/1/1996	4/1/1997	WLR C27332808	Babcock & Wilcox Company	WC	Cigna
4/1/1996	4/1/1997	XSL G18967911	Babcock & Wilcox Company	GL	INA
4/1/1996	4/1/1997	XSL G1896823A	Hudson Companies	XGL	IND


Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
8/24/1996	8/24/1997	CAL H07132001	Deep Oil Technology, Inc.	Auto	INA
8/24/1996	8/24/1997	NWC C42181018	Deep Oil Technology, Inc.	WC	INA
8/24/1996	8/24/1997	OGL G18967364	Deep Oil Technology, Inc.	GL	INA
4/1/1997	4/1/1998	RSC C42109484	Babcock & Wilcox Company	WC	Pacific Employers
4/1/1997	4/1/1998	RSC C42109502	Babcock & Wilcox Company	WC	Cigna
4/1/1997	4/1/1998	WLR C42109460	Babcock & Wilcox Company	WC	Pacific Employers
4/1/1997	4/1/1998	WLR C42109472	Babcock & Wilcox Company	WC	Bankers Standard
4/1/1997	4/1/1998	WLR C42109496	Babcock & Wilcox Company	WC	Pacific Employers
4/1/1997	4/1/1998	WLR C42109514	Hudson Companies	WC	Bankers Standard
8/24/1997	8/24/1998	CAL H07322574	Deep Oil Technology, Inc.	Auto	INA
8/24/1997	8/24/1998	NWC C42425497	Deep Oil Technology, Inc.	WC	INA
8/24/1997	8/24/1998	OGL G19326792	Deep Oil Technology, Inc.	GL	INA
12/18/1997	12/18/1998	OGL G1965722A	Monmouth Couty Materials Processing & Recovery Facility; National Ecology Company & The Babcock and Wilcox Company	GL	IND
4/1/1998	4/1/1999	HDC G19657280	Babcock & Wilcox Company	GL	Pacific Employers
4/1/1998	4/1/1999	HDO G219657292	Babcock & Wilcox Company	GL	Pacific Employers
4/1/1998	4/1/1999	ISA H07323360	The Babcock & Wilcox Company	Auto	Pacific Employers
4/1/1998	4/1/1999	PWC C42460187	Babcock & Wilcox Company	WC	Pacific Employers
4/1/1998	4/1/1999	WLR C42460151	Babcock & Wilcox Company	WC	Pacific Employers
4/1/1998	4/1/1999	WLR C42460163	Babcock & Wilcox Company	WC	Pacific Employers
4/1/1998	4/1/1999	WLR C42460175	Babcock & Wilcox Company	WC	Cigna - TX
4/1/1998	4/1/1999	WLR C42460205	Hudson Companies	WC	Cigna - TX
4/1/1998	4/1/1999	XSL G19657279	The Babcock & Wilcox Company	XGL	Pacific Employers
4/1/1998	4/1/1999	XSL G19657309	Hudson Companies	XGL	Pacific Employers
4/1/1998	4/1/1999	XSL G19657309	Hudson Companies	XGL	Pacific Employers
8/24/1998	8/24/1999	CAL H07406794	Deep Oil Technology, Inc.	Auto	Cigna
8/24/1998	8/24/1999	OGL G19657905	Deep Oil Technology, Inc.	GL	Cigna
10/1/1998	10/1/2001	XOO G19658193	State Line Energy, LLC	XGL	Cigna
12/18/1998	12/18/1999	CAL H07407385	National Ecology Company	Auto	Cigna
12/18/1998	12/18/1999	OGL G19327024	National Ecology Company, Power Systems Operations, Inc. and The Babcock & Wilcox Company and Monmouth County Materials Processing and Recovery Facility	GL	Cigna
4/1/1999	1/1/2000	HDC G19657280	Babcock & Wilcox Company	GL	Pacific Employers
4/1/1999	1/1/2000	HDO G219657292	Babcock & Wilcox Company	GL	Pacific Employers


Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
4/1/1999	4/1/2000	PWC C42643890	Babcock & Wilcox Company	WC	Pacific Employers
4/1/1999	4/1/2000	PWC C42643890	Babcock & Wilcox Company	WC	Pacific Employers
4/1/1999	4/1/2000	WLR C42643889	Hudson Companies	WC	Pacific Employers
4/1/1999	4/1/2000	WLR C42643907	Babcock & Wilcox Company	WC	Pacific Employers
4/1/1999	1/1/2000	XSL G19657279	The Babcock & Wilcox Company	XGL	Pacific Employers
4/1/1999	1/1/2000	XSL G19657309	Hudson Companies	XGL	Pacific Employers
8/24/1999	8/24/2000	CAL H0767823A	Deep Oil Technology, Inc.	Auto	Cigna
8/24/1999	8/24/2000	NWC C42645254	Deep Oil Technology, Inc.	WC	Cigna
8/24/1999	8/24/2000	OGL G1989521A	Deep Oil Technology, Inc.	GL	Cigna
12/18/1999	12/18/2000	CAL H07678903	National Ecology Company	AL	Pacific Employers
12/18/1999	12/18/2000	CUA-104533-0	National Ecology Company	Umb	Westchester Fire Ins Co
12/18/1999	12/18/2000	OGL G19895993	National Ecology Company	GL	Pacific Employers
1/1/2000	1/1/2001	HDC G19657280	Babcock & Wilcox Company	GL	Pacific Employers
1/1/2000	1/1/2001	HDO G219657292	Babcock & Wilcox Company	GL	Pacific Employers
1/1/2000	1/1/2001	PWC C42645618	Babcock & Wilcox Company	WC	Pacific Employers
1/1/2000	1/1/2001	WLR C42645631	Hudson Companies	WC	Pacific Employers
1/1/2000	1/1/2001	WLR C42645643	Babcock & Wilcox Company	WC	Pacific Employers
1/1/2000	1/1/2001	XOO G20292817	Mid American Energy Company	XGL	Pacific Employers
1/1/2000	1/1/2001	XSL G19657279	The Babcock & Wilcox Company	XGL	Pacific Employers
1/1/2000	1/1/2001	XSL G19657309	Hudson Companies	XGL	Pacific Employers
12/11/2000	6/1/2001	XLG G20295624	NRG El Segundo Operations Inc.	XGL	AAI
12/18/2000	12/18/2001	HDO G20295715	National Ecology Company	GL	Pacific Employers
12/18/2000	12/18/2001	ISA H07668016	National Ecology Company	Auto	Pacific Employers
12/18/2000	7/31/2001	XLG G20295661	NRG Cabrillo Power I	XGL	AAI
1/1/2001	1/1/2002	HDC G19657280	Babcock & Wilcox Company	GL	Pacific Employers
1/1/2001	1/1/2002	HDO G219657292	Babcock & Wilcox Company	GL	Pacific Employers
1/1/2001	1/1/2002	SCF C43139988	Babcock & Wilcox Company	WC	Pacific Employers
1/1/2001	1/1/2002	WLR C43139940	Babcock & Wilcox Company	WC	Pacific Employers
1/1/2001	1/1/2002	WLR C43140061	Hudson Companies	WC	Pacific Employers
1/1/2001	1/1/2002	XOO G20292817	Mid American Energy Company	XGL	Pacific Employers
1/1/2001	1/1/2002	XSL G19657279	The Babcock & Wilcox Company	XGL	Pacific Employers
1/1/2001	1/1/2002	XSL G19657309	Hudson Companies	XGL	Pacific Employers
7/2/2001	12/31/2001	XLG G20298017	Mirant Delta LLC	XGL	AAI
7/31/2001	3/31/2002	XLG G20295661	NRG Cabrillo Power I	XGL	AAI
12/18/2001	12/18/2002	HDO G20298431	National Ecology Company	GL	Pacific Employers


Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
12/18/2001	12/18/2002	ISA H0766946A	National Ecology Company	AL	Pacific Employers
1/1/2002	1/1/2003	HDC G19657280	Babcock & Wilcox Company	GL	Pacific Employers
1/1/2002	1/1/2003	HDO G219657292	Babcock & Wilcox Company	GL	Pacific Employers
1/1/2002	1/1/2003	SCF C43100075	Babcock & Wilcox Company	WC	Pacific Employers
1/1/2002	1/1/2003	XSL G19657279	The Babcock & Wilcox Company	XGL	Pacific Employers
1/1/2002	1/1/2003	XSL G19657309	Hudson Companies	XGL	Pacific Employers
3/31/2002	4/30/2002	XLG G20295661	NRG Cabrillo Power I	XGL	AAI
10/1/2002	1/1/2003	XLG G20580161	Mid American Energy Company	XGL	AAI
12/18/2002	12/18/2003	HDO G2030442A	National Ecology Company	GL	AAI
12/18/2002	12/18/2003	ISA H07669884	National Ecology Company	AL	AAI
1/1/2003	1/1/2004	HDC G20580124	Babcock & Wilocx Company	GL	AAI
1/1/2003	1/1/2004	HDO G20579997	Babcock & Wilcox Company	GL	AAI
1/1/2003	1/1/2004	ISA H07670060	The Babcock & Wilcox Company	Auto	AAI
1/1/2003	1/1/2004	SCF C43497194	Babcock & Wilcox Company	WC	AAI
1/1/2003	1/1/2004	WLR C43497157	Babcock & Wilcox Company	WC	AAI
1/1/2003	1/1/2004	XSL G20580045	The Babcock & Wilcox Company	XGL	AAI
2/1/2003	12/17/2003	OCP G20304479	Pasadena ISD	GL	AAI
3/1/2003	3/1/2004	XLG G20579511	Reliant Energy	XGL	AAI
12/17/2003	12/17/2004	OCP G20304479	Pasadena ISD	GL	AAI
12/18/2003	12/18/2004	HDO G2030442A	National Ecology Company	GL	AAI
12/18/2003	12/18/2004	ISA H07669884	National Ecology Company	AL	AAI
1/1/2004	1/1/2005	HDC G20300140	Babcock & Wilcox Company	GL	AAI
1/1/2004	1/1/2005	HDO G20300103	Babcock & Wilcox Company	GL	AAI
1/1/2004	1/1/2005	ISA H07670485	The Babcock & Wilcox Company	Auto	AAI
1/1/2004	1/1/2005	SCF C43966169	Babcock & Wilcox Company	WC	AAI
1/1/2004	1/1/2005	WLR C43966157	Babcock & Wilcox Company	WC	AAI
1/1/2004	1/1/2005	XSL G20300061	The Babcock & Wilcox Company	XGL	AAI
2/1/2004	2/1/2005	WCU 014570	Babcock and Wilcox Investment Company	XWC	AAI
12/17/2004	12/17/2005	OCP G20304479	Pasadena ISD	GL	AAI
12/18/2004	12/18/2005	HDO G2030442A	National Ecology Company	GL	AAI
12/18/2004	12/18/2005	ISA H07669884	National Ecology Company	AL	AAI
1/1/2005	1/1/2006	SCF C4396494A	Babcock & Wilcox Company	WC	AAI
1/1/2005	1/1/2006	WLR C43988761	Babcock & Wilcox Company	WC	AAI
9/19/2005	12/18/2005	XSL G20299721	American Electric Power Service Corp	XGL	AAI
9/19/2005	12/18/2005	XSL G20299769	American Electric Power Service Corp	XGL	AAI


Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
12/17/2005	12/17/2006	OCP G20304479	Pasadena ISD	GL	AAI
12/18/2005	12/18/2009	HDO G21703618R	National Ecology Company	GL	AAI
1/1/2006	1/1/2007	HDC G21728007	Babcock & Wilcox Company	GL	AAI
1/1/2006	1/1/2007	HDO G21727994	Babcock & Wilcox Company	GL	AAI
1/1/2006	1/1/2007	ISA H07670977	Babcock & Wilcox Company	Auto	AAI
1/1/2006	1/1/2007	SCF C44185520	Babcock & Wilcox Company	WC	AAI
1/1/2006	1/1/2007	WLR C44185532	Babcock & Wilcox Company	WC	AAI
1/1/2006	1/1/2007	XSL G21728068	Babcock & Wilcox Company	GL	AAI
12/18/2006	12/18/2007	CAL H07670928	National Ecology Company	AL	AAI
1/1/2007	1/1/2008	HDC G21736764	Babcock & Wilcox Company	GL	AAI
1/1/2007	1/1/2008	HDC G2372358A	BWXT Services, Inc.	GL	AAI
1/1/2007	1/1/2008	HDO G21736752	Babcock & Wilcox Company	GL	AAI
1/1/2007	1/1/2008	ISA H07673218	Babcock & Wilcox Company	Auto	AAI
1/1/2007	1/1/2008	ISA H07834597	BWXT Services, Inc.	Auto	AAI
1/1/2007	1/1/2008	SCF C44450653	Babcock & Wilcox Company	WC	AAI
1/1/2007	1/1/2008	WCU C44450550	Babcock & Wilcox Investment Company	WC	AAI
1/1/2007	1/1/2008	WLR C44450203	BWXT Services, Inc.	WC	AAI
1/1/2007	1/1/2008	WLR C44450616	Babcock & Wilcox Company	WC	AAI
1/1/2007	1/1/2008	XSL G21736235	BWTX Services, Inc.	GL	AAI
1/1/2007	1/1/2008	XSL G21736740	Babcock & Wilcox Company	GL	AAI
1/1/2008	1/1/2009	HDC G23734758	Babcock & Wilcox Company	GL	AAI
1/1/2008	1/1/2009	HDO G23734746	Babcock & Wilcox Company	GL	AAI
1/1/2008	1/1/2009	ISA H0823839A	The Babcock &Wilcox Company	Auto	AAI
1/1/2008	1/1/2009	WLR C44478596	The Babcock & Wilcox Company	WC	AAI
1/1/2008	1/1/2009	WLR C44479813	The Babcock & Wilcox Company	WC	IND
1/1/2008	1/1/2009	XSL G23733766	The Babcock & Wilcox Company	GL	AAI
1/1/2009	1/1/2010	HDC G23749270	The Babcock & Wilcox Company	GL	AAI
1/1/2009	1/1/2010	HDO G23749233	The Babcock & Wilcox Company	GL	AAI
1/1/2009	1/1/2010	ISA H08252506	The Babcock & Wilcox Company	Auto	AAI
1/1/2009	1/1/2010	SCF C44356909	Babcock & Wilcox Company	WC	AAI
1/1/2009	1/1/2010	WCU C44356867	Babcock & Wilcox Investment Company	WC	AAI
1/1/2009	1/1/2010	WLR C44356946	The Babcock & Wilcox Company	WC	IND
1/1/2009	1/1/2010	WLR C44356983	The Babcock & Wilcox Company	WC	AAI
1/1/2009	1/1/2010	XSL G23749312	The Babcock & Wilcox Company	GL	AAI
1/1/2010	1/1/2011	HDC G24938463	The Babcock & Wilcox Company	GL	AAI


Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
1/1/2010	1/1/2011	HDO G24938475	The Babcock & Wilcox Company	GL	AAI
1/1/2010	1/1/2011	SCF C45709516	The Babcock & Wilcox Company	WC	AAI
1/1/2010	1/1/2011	WLR C45709498	The Babcock & Wilcox Company	WC	AAI
1/1/2010	1/1/2011	WLR C45709504	The Babcock & Wilcox Company	WC	IND
1/1/2010	1/1/2011	XSL G24938451	The Babcock & Wilcox Company	GL	AAI
1/1/2011	1/1/2012	WCU C46141052	The Babcock & Wilcox Company	WC	AAI
1/1/2011	1/1/2012	ISA H08631578	The Babcock & Wilcox Company	Auto	AAI
1/1/2011	1/1/2012	WLR C46141027	The Babcock & Wilcox Company	WC	AAI
1/1/2011	1/1/2012	WLR C46141039	The Babcock & Wilcox Company	WC	IND
1/1/2011	1/1/2012	SCF C46141040	The Babcock & Wilcox Company	WC	AAI
1/1/2011	1/1/2012	XSL G25522849	The Babcock & Wilcox Company	XGL	AAI
1/1/2011	1/1/2012	HDC G25522886	The Babcock & Wilcox Company	GL	AAI
1/1/2011	1/1/2012	HDO G25522928	The Babcock & Wilcox Company	GL	AAI
1/1/2012	1/1/2013	WCU C46772544	The Babcock & Wilcox Company	WC	AAI
1/1/2012	1/1/2013	ISA H08693560	The Babcock & Wilcox Company	Auto	AAI
1/1/2012	1/1/2013	WLR C46772556	The Babcock & Wilcox Company	WC	AAI
1/1/2012	1/1/2013	WLR C46772568	The Babcock & Wilcox Company	WC	IND
1/1/2012	1/1/2013	SCF C4677257A	The Babcock & Wilcox Company	WC	AAI
1/1/2012	1/1/2013	XSL G25533677	The Babcock & Wilcox Company	XGL	AAI
1/1/2012	1/1/2013	HDC G25533689	The Babcock & Wilcox Company	GL	AAI
1/1/2012	1/1/2013	HDO G25533690	The Babcock & Wilcox Company	GL	AAI
1/1/2013	11/1/2013	WCU C47124025	The Babcock & Wilcox Company	WC	AAI
1/1/2013	11/1/2013	ISA H08711720	The Babcock & Wilcox Company	Auto	AAI
1/1/2013	11/1/2013	WLR C47124037	The Babcock & Wilcox Company	WC	AAI
1/1/2013	11/1/2013	WLR C47124049	The Babcock & Wilcox Company	WC	IND
1/1/2013	11/1/2013	XSL G27013107	The Babcock & Wilcox Company	XGL	AAI
1/1/2013	11/1/2013	HDC G27013119	The Babcock & Wilcox Company	GL	AAI
1/1/2013	11/1/2013	HDO G27013120	The Babcock & Wilcox Company	GL	AAI
1/1/2013	11/1/2013	SCF C47124050	The Babcock & Wilcox Company	WC	AAI
11/1/2014	11/1/2015	WCU C48019006	The Babcock & Wilcox Company	WC	AAI
11/1/2014	11/1/2015	WLR C48019018	The Babcock & Wilcox Company	WC	AAI
11/1/2014	11/1/2015	WLR C48019031	The Babcock & Wilcox Company	WC	IND
11/1/2014	11/1/2015	SCF C4801902A	The Babcock & Wilcox Company	WC	AAI
11/1/2014	11/1/2015	ISA H08828726	The Babcock & Wilcox Company	Auto	AAI
11/1/2014	11/1/2015	XSL G27337971	The Babcock & Wilcox Company	XSGL	AAI


Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
11/1/2014	11/1/2015	HDC G2733796A	The Babcock & Wilcox Company	GL	AAI
11/1/2014	11/1/2015	HDO G27337958	The Babcock & Wilcox Company	GL	AAI
1/1/2011	1/1/2012	OCP G25527963	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2011	1/1/2012	OCP G25528001	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2011	1/1/2012	OCP G25528049	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2011	1/1/2012	OCP G25528128	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2011	1/1/2012	OCP G25527975	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2011	1/1/2012	OCP G25528013	Babcock & Wilcox Power Generation Group Field Service Engineering Service	OCP	AAI
1/1/2011	1/1/2012	OCP G25528050	Babcock & Wilcox Construction Co. , Inc.	OCP	AAI
1/1/2011	1/1/2012	OCP G25528098	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2011	1/1/2012	OCP G2552813A	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2011	1/1/2012	OCP G25528116	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2011	1/1/2012	OCP G25528153	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/4/2015	1/1/2012	OCP G2553220A	Babcock & Wilcox Power Generation Group, Inc./Service Company - Field Engineering Services	OCP	AAI
1/1/2011	1/1/2012	OCP G25532247	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
1/1/2011	1/1/2012	OCP G25532284	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
1/1/2011	1/1/2012	OCP G25532326	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
1/1/2011	1/1/2012	OCP G25532363	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
1/1/2011	1/1/2012	OCP G25532211	Babcock & Wilcox Construction Co	OCP	AAI
1/1/2011	1/1/2012	CCP G25532259	Babcock & Wilcox Construction Co.	OCP	AAI
1/1/2011	1/1/2012	OCP G25532296	Babcock & Wilcox Construction Co	OCP	AAI
1/1/2011	1/1/2012	OCP G25532338	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
1/1/2011	1/1/2012	OCP G25532375	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
1/1/2011	1/1/2012	OCP G25532223	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
1/1/2011	1/1/2012	OCP G25532260	Babcock & Wilcox Power Generation Group Inc	OCP	AAI
1/1/2011	1/1/2012	OCP G25532302	Babcock & Wilcox Power Generation Group Inc	OCP	AAI
1/1/2011	1/1/2012	OCP G2553234A	Babcock & Wilcox Power Generation Group Inc	OCP	AAI
1/1/2011	1/1/2012	OCP G25532387	Babcock & Wilcox Power Generation Group Inc	OCP	AAI
1/1/2011	1/1/2012	OCP G25532235	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2011	1/1/2012	OCP G25532272	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2011	1/1/2012	OCP G25532314	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2011	1/1/2012	OCP G25532351	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/24/2011	1/1/2012	OCP G25532442	Allen-Sherman-Hoff	OCP	AAI
2/2/2011	1/1/2012	OCP G25532521	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI


Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
1/24/2011	1/1/2012	OCP G25532569	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/27/2011	1/1/2012	OCP G25532454	Babcock & Wilcox Power Generation Group Field Engineering Service - BWSC	OCP	AAI
1/24/2011	1/1/2012	OCP G25532491	Babcock & Wilcox Power Generation Group	OCP	AAI
2/2/2011	1/1/2012	OCP G25532533	Babcock & Wilcox Power Generation Group Field Engineering Service - BWSC	OCP	AAI
2/9/2011	1/1/2012	OCP G25532429	Babcock & Wilcox Construction Co. Inc.	OCP	AAI
2/15/2011	1/1/2012	OCP G25532466	Babcock & Wilcox Power Generation Group, Inc. FPD-Environmental Aftermarket Group 0688	OCP	AAI
2/17/2011	1/1/2012	OCP G25532508	Babcock & Wilcox Power Generation Group Field Engineering Service - BWSC	OCP	AAI
2/21/2011	1/1/2012	OCP G25532545	Babcock & Wilcox Power Generation Group Field Engineering Service - BWSC	OCP	AAI
3/7/2011	1/1/2012	OCP G25532430	B&W PGG, Field Engineering Services	OCP	AAI
3/14/2011	1/1/2012	OCP G25532478	Babcock & Wilcox Construction Co., Inc.	OCP	AAI
4/9/2011	1/1/2012	OCP G2553251A	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
3/30/2011	1/1/2012	OCP G25532557	Babcock & Wilcox Power Generation Group, Inc./Service Company – Field Engineering Services	OCP	AAI
3/28/2011	1/1/2012	OCP G25532600	Babcock & Wilcox Construction Co., Inc.	OCP	AAI
4/1/2011	1/1/2012	OCP G25532648	Babcock & Wilcox Power Generation Group	OCP	AAI
4/5/2011	1/1/2012	OCP G25532685	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
5/9/2011	1/1/2012	OCP G25532612	Babcock & Wilcox Construction Co., Inc.	OCP	AAI
5/13/2011	1/1/2012	OCP G25532697	Babcock & Wilcox Power Generation Group, INC.	OCP	AAI
5/13/2011	1/1/2012	OCP G25532739	Babcock & Wilcox Power Generation Group	OCP	AAI
5/23/2011	1/1/2012	OCP G25532776	IveyCooper Services	OCP	AAI
7/18/2011	1/1/2012	OCP G25532636	Babcock & Wilcox Power Generation Group	OCP	AAI
7/26/2011	1/1/2012	OCP G25532715	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
7/27/2011	1/1/2012	OCP G25532752	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
7/29/2011	1/1/2012	OCP G26437362	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
7/31/2011	1/1/2012	OCP G26437404	Babcock & Wilcox Construction Co., Inc.	OCP	AAI
9/1/2011	1/1/2012	OCP G26437489	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
9/26/2011	1/1/2012	OCP G26437453	PPG-Environmental Aftermarket Services	OCP	AAI
9/23/2011	1/1/2012	OCP G26437490	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
10/1/2011	1/1/2012	OCP G26437428	Babcock & Wilcox Power Generation Group	OCP	AAI
10/4/2011	1/1/2012	OCP G26437465	Babcock & Wilcox Power Generation Group	OCP	AAI
10/11/2011	1/1/2012	OCP G26437507	Babcock & Wilcox Power Generation Group	OCP	AAI


Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
10/24/2011	1/1/2012	OCP G26437398	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
11/7/2011	1/1/2012	OCP G26437544	IveyCooper Services	OCP	AAI
11/14/2011	1/1/2012	OCP G26437477	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
12/19/2011	1/1/2012	OCP G26437519	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439127	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439164	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439206	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439243	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439280	B&W PGG, Field Engineering Services	OCP	AAI
1/1/2012	1/1/2013	OCP G26439322	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G2643936A	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439401	Allen-Sherman-Hoff	OCP	AAI
1/1/2012	1/1/2013	OCP G26439449	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Services - BWSC	OCP	AAI
1/1/2012	1/1/2013	OCP G26439486	Babcock & Wilcox Construction Co	OCP	AAI
1/1/2012	1/1/2013	OCP G26439528	Babcock & Wilcox Power Generation Group Field Engineering Service - BWSC	OCP	AAI
1/1/2012	1/1/2013	OCP G26439565	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439607	Babcock & Wilcox Construction Co., Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439644	Babcock & Wilcox Construction Co., Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439681	Babcock & Wilcox Construction Co., Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439723	Babcock & Wilcox Power Generation Group	OCP	AAI
1/1/2012	1/1/2013	OCP G26439760	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439802	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G2643984A	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439887	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439139	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439176	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439218	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439255	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439292	Babcock & Wilcox Power Generation Group Field Engineering Service - BWSC	OCP	AAI
1/1/2012	1/1/2013	OCP G26439334	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Services - BWSC	OCP	AAI
1/1/2012	1/1/2013	OCP G26439371	Babcock & Wilcox Power Generation Group, Inc. FPD-Environmental Aftermarket Group 0688	OCP	AAI


Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
1/1/2012	1/1/2013	OCP G26439413	Babcock & Wilcox Power Generation Group Field Engineering Service - BWSC	OCP	AAI
1/1/2012	1/1/2013	OCP G26439450	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Services - BWSC	OCP	AAI
1/1/2012	1/1/2013	OCP G26439498	Babcock & Wilcox Power Generation Group Field Engineering Service - BWSC	OCP	AAI
1/1/2012	1/1/2013	OCP G2643953A	Babcock & Wilcox Power Generation Group Field Service Engineering Service	OCP	AAI
1/1/2012	1/1/2013	OCP G26439577	Babcock & Wilcox Construction Co., Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439619	Babcock & Wilcox Power Generation Group	OCP	AAI
1/1/2012	1/1/2013	OCP G26439656	Babcock & Wilcox Power Generation Group	OCP	AAI
1/1/2012	1/1/2013	OCP G26439693	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439735	Babcock & Wilcox Construction Co. Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439772	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439814	Babcock & Wilcox Power Generation Group	OCP	AAI
1/1/2012	1/1/2013	OCP G26439851	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439899	Babcock & Wilcox Construction Co	OCP	AAI
1/1/2012	1/1/2013	OCP G26439140	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Services - BWSC	OCP	AAI
1/1/2012	1/1/2013	OCP G26439188	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G2643922A	Babcock & Wilcox Power Generation Group, Inc./Service Company – Field Engineering Services	OCP	AAI
1/1/2012	1/1/2013	OCP G26439267	Babcock & Wilcox Power Generation Group Inc	OCP	AAI
1/1/2012	1/1/2013	OCP G26439309	Babcock & Wilcox Power Generation Group Inc	OCP	AAI
1/1/2012	1/1/2013	OCP G26439346	Babcock & Wilcox Power Generation Group Inc	OCP	AAI
1/1/2012	1/1/2013	OCP G26439383	Babcock & Wilcox Power Generation Group	OCP	AAI
1/1/2012	1/1/2013	OCP G26439425	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439462	Babcock & Wilcox Power Generation Group, Inc. (FPD)	OCP	AAI
1/1/2012	1/1/2013	OCP G26439504	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439541	Babcock & Wilcox Power Generation Group	OCP	AAI
1/1/2012	1/1/2013	OCP G26439589	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439620	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/20/2012	1/1/2013	OCP G26439516	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/4/2012	1/1/2013	OCP G26439553	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/10/2012	1/1/2013	OCP G26439632	Babcock & Wilcox Power Generation Group	OCP	AAI
1/1/2012	1/1/2013	OCP G2643967A	Babcock & Wilcox Construction Company, Inc.	OCP	AAI


Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
1/24/2012	1/1/2013	OCP G26439711	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/25/2012	1/1/2013	OCP G26439759	Babcock & Wilcox Power Generation Group Field Engineering Service - BWSC	OCP	AAI
1/26/2012	1/1/2013	OCP G26439796	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/26/2012	1/1/2013	OCP G26439838	IveyCooper Services, LLC	OCP	AAI
1/30/2012	1/1/2013	OCP G26439875	Babcock & Wilcox Power Generation Group, Inc./Service Company – Field Engineering Services	OCP	AAI
2/2/2012	1/1/2013	OCP G26439929	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Service - BWSC	OCP	AAI
2/2/2012	1/1/2013	OCP G26439966	Babcock & Wilcox PGG/BWSC/RP	OCP	AAI
2/6/2012	1/1/2013	OCP G26439930	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
2/7/2012	1/1/2013	OCP G26439942	Diamond Power Specialty Company Allen-Sherman-Hoff Diamond Power Controls & Diagnostics	OCP	AAI
2/14/2012	1/1/2013	OCP G2643998A	Babcock & Wilcox Power Generation Group Field Service Engineering Service	OCP	AAI
3/2/2012	1/1/2013	OCP G26439991	B&W PGG, Inc. KVB Enertec Products Emissions Monitoring	OCP	AAI
3/19/2012	1/1/2013	OCP G2644004A	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
3/22/2012	1/1/2013	OCP G26440087	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
3/28/2012	1/1/2013	OCP G26440014	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Services	OCP	AAI
4/3/2012	1/1/2013	OCP G26440099	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
4/2/2012	1/1/2013	OCP G26440026	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Services	OCP	AAI
4/2/2012	1/1/2013	OCP G26440063	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
4/11/2012	1/1/2013	OCP G26440105	Diamond Power Specialty Company Allen-Sherman-Hoff Diamond Power Controls & Diagnostics	OCP	AAI
5/1/2012	1/1/2013	OCP G26440038	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
4/23/2012	1/1/2013	OCP G26440117	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
5/2/2012	1/1/2013	OCP G27011949	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
6/4/2012	1/1/2013	OCP G27011986	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
5/25/2012	1/1/2013	OCP G27012024	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
6/4/2012	1/1/2013	OCP G27012103	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI


Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
6/6/2012	1/1/2013	OCP G27012140	IveyCooper Services LLC	OCP	AAI
6/19/2012	1/1/2013	OCP G27012188	Babcock & Wilcox Construction Co., Inc.	OCP	AAI
6/28/2012	1/1/2013	OCP G27012267	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
8/1/2012	1/1/2013	OCP G27012346	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
9/20/2012	1/1/2013	OCP G27011950	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
10/11/2012	1/1/2013	OCP G27012073	Babcock & Wilcox Power Generation Group Inc./ B&W Service Company	OCP	AAI
10/15/2012	1/1/2013	OCP G27012115	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
10/9/2012	1/1/2013	OCP G27012152	Babcock & Wilcox Power Generation Group Field Engineering Service - BWSC	OCP	AAI
10/29/2012	1/1/2013	OCP G2701219A	Babcock & Wilcox Power Generation Group Field Engineering Service - BWSC	OCP	AAI
11/12/2012	1/1/2013	OCP G27012279	Diamond Power International, Inc. 2600 E. Main Street Lancaster, OH 43130	OCP	AAI
12/3/2012	1/1/2013	OCP G27012310	Diamond Power Specialty Company Allen-Sherman-Hoff Diamond Power Controls & Diagnostics	OCP	AAI
12/4/2012	1/1/2013	OCP G27012358	Allen-Sherman-Hoff, a Division of Diamond Power International, Inc. 2600 E. Main Street, P.O. Box 415, Lancaster, OH 43130	OCP	AAI
11/1/2012	1/1/2013	OCP G27012395	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27012437	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27011962	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27012000	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27012048	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27012085	B&W PGG, Field Engineering Services	OCP	AAI
1/1/2013	11/15/2013	OCP G27012127	Allen-Sherman-Hoff	OCP	AAI
1/1/2013	11/15/2013	OCP G27012164	Babcock & Wilcox Power Generation Group Field Engineering Service - BWSC	OCP	AAI


Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
1/1/2013	11/15/2013	OCP G27012206	Babcock & Wilcox Power Generation Group	OCP	AAI
1/1/2013	11/15/2013	OCP G27012243	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27012280	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27012322	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G2701236A	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27012401	Babcock & Wilcox Power Generation Group Field Engineering Service - BWSC	OCP	AAI
1/1/2013	11/15/2013	OCP G27012012	Babcock & Wilcox Power Generation Group, Inc. FPD-Environmental Aftermarket Group 0688	OCP	AAI
1/1/2013	11/15/2013	OCP G2701205A	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Services - BWSC	OCP	AAI
1/1/2013	11/15/2013	OCP G27012097	Babcock & Wilcox Power Generation Group Field Engineering Service - BWSC	OCP	AAI
1/1/2013	11/15/2013	OCP G27012139	Babcock & Wilcox Power Generation Group Field Service Engineering Service	OCP	AAI
1/1/2013	11/15/2013	OCP G27012176	Babcock & Wilcox Construction Co., Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27012218	Babcock & Wilcox Power Generation Group	OCP	AAI
1/1/2013	11/15/2013	OCP G27012255	Babcock & Wilcox Power Generation Group	OCP	AAI
1/1/2013	11/15/2013	OCP G27012292	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27012334	Babcock & Wilcox Power Generation Group	OCP	AAI
1/1/2013	11/15/2013	OCP G27012371	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27012413	Babcock & Wilcox Construction Co	OCP	AAI
1/1/2013	11/15/2013	OCP G27018622	Babcock & Wilcox Power Generation Group Inc	OCP	AAI
1/1/2013	11/15/2013	OCP G2701866A	Babcock & Wilcox Power Generation Group Inc	OCP	AAI
1/1/2013	11/15/2013	OCP G27018701	Babcock & Wilcox Power Generation Group Inc	OCP	AAI
1/1/2013	11/15/2013	OCP G27018749	Babcock & Wilcox Power Generation Group	OCP	AAI
1/1/2013	11/15/2013	OCP G27018786	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27018828	Babcock & Wilcox Power Generation Group, Inc. (FPD)	OCP	AAI
1/1/2013	11/15/2013	OCP G27018865	Babcock & Wilcox Power Generation Group	OCP	AAI
1/1/2013	11/15/2013	OCP G27018907	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27018944	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27018981	Babcock & Wilcox Power Generation Group, Inc./Service Company – Field Engineering Services	OCP	AAI
1/1/2013	11/15/2013	OCP G2701902A	B&W PGG, Inc. KVB Enertec Products Emissions Monitoring	OCP	AAI


Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
1/1/2013	11/15/2013	OCP G27019067	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27019109	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Services	OCP	AAI
1/1/2013	11/15/2013	OCP G27019146	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27019183	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Services	OCP	AAI
1/1/2013	11/15/2013	OCP G27019225	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27019262	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27019304	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27019341	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27019389	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27019420	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27018580	Babcock & Wilcox Power Generation Group Field Engineering Service - BWSC	OCP	AAI
1/1/2013	11/15/2013	OCP G27012449	Babcock & Wilcox Power Generation Group Field Engineering Service - BWSC	OCP	AAI
1/1/2013	11/15/2013	OCP G27011974	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27018956	Babcock & Wilcox Power Generation Group Field Engineering Service - BWSC	OCP	AAI
1/1/2013	11/15/2013	OCP G27018993	Babcock & Wilcox Power Generation Group Field Engineering Service - BWSC	OCP	AAI
1/1/2013	11/15/2013	OCP G27019031	Babcock & Wilcox Power Generation Group Field Engineering Service - BWSC	OCP	AAI
1/1/2013	11/15/2013	OCP G27019079	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27019110	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27019158	Babcock & Wilcox Construction Co	OCP	AAI
1/1/2013	11/15/2013	OCP G27019195	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27019237	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27019316	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Services	OCP	AAI
1/10/2013	11/15/2013	OCP G27019353	Babcock & Wilcox Power Generation Group, Inc., Field Engineering Services	OCP	AAI


Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
1/1/2013	11/15/2013	OCP G27019390	Babcock & Wilcox Power Generation Group, Inc., Field Engineering Services	OCP	AAI
1/10/2013	11/15/2013	OCP G27019432	Babcock & Wilcox Power Generation Group, Inc., Field Engineering Services	OCP	AAI
1/1/2013	11/15/2013	OCP G2701947A	Babcock & Wilcox Power Generation Group, Inc., Field Engineering Services	OCP	AAI
1/10/2013	11/15/2013	OCP G27019511	Babcock & Wilcox Power Generation Group, Inc., Field Engineering Services	OCP	AAI
1/1/2013	11/15/2013	OCP G27019559	Babcock & Wilcox Power Generation Group, Inc., Field Engineering Services	OCP	AAI
1/1/2013	11/15/2013	OCP G27018609	Babcock & Wilcox Power Generation Group, Inc., Field Engineering Services	OCP	AAI
1/1/2013	11/15/2013	OCP G27018646	Babcock & Wilcox Power Generation Group, Inc., Field Engineering Services	OCP	AAI
2/1/2013	11/15/2013	OCP G27018683	BWSC – Field Engineering Services	OCP	AAI
1/25/2013	11/15/2013	OCP G27018762	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/28/2013	11/15/2013	OCP G27018804	Allen Sherman Hoff – 1876	OCP	AAI
1/31/2013	11/15/2013	OCP G27018841	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Service - BWSC	OCP	AAI
1/1/2013	11/15/2013	OCP G27018968	Babcock & Wilcox Construction Co., Inc.	OCP	AAI
2/8/2013	11/15/2013	OCP G27019006	B&W Nuclear Operations Group, Inc.	OCP	AAI
2/25/2013	11/15/2013	OCP G27019043	B&W Nuclear Operations Group, Inc.	OCP	AAI
2/12/2013	11/15/2013	OCP G27019080	B&W Power Generation Group	OCP	AAI
2/18/2013	11/15/2013	OCP G27019201	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Services - BWSC	OCP	AAI
3/4/2013	11/15/2013	OCP G27019249	Babcock & Wilcox Power Generation Group, Inc BWSC – Field Engineering Services	OCP	AAI
3/4/2013	11/15/2013	OCP G27019286	Field Engineering Services / G. Nakoneczy	OCP	AAI
3/8/2013	11/15/2013	OCP G27019365	Babcock & Wilcox Nuclear Operations Group Inc.	OCP	AAI
3/12/2013	11/15/2013	OCP G27019407	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Service - BWSC	OCP	AAI
3/13/2013	11/15/2013	OCP G27019444	Diamond Power Specialty Company Allen-Sherman-Hoff Diamond Power Controls & Diagnostics	OCP	AAI
3/19/2013	11/15/2013	OCP G27019481	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
4/5/2013	11/15/2013	OCP G27019523	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI


Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
4/5/2013	11/15/2013	OCP G27019560	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
5/1/2013	11/15/2013	OCP G27018610	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
4/29/2013	11/15/2013	OCP G27018658	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
5/8/2013	11/15/2013	OCP G27018695	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Service - BWSC	OCP	AAI
5/8/2013	11/15/2013	OCP G27018737	Diamond Power Specialty Company Allen-Sherman-Hoff Diamond Power Controls & Diagnostics	OCP	AAI
5/13/2013	11/15/2013	OCP G27018774	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
5/16/2013	11/15/2013	OCP G27018816	Diamond Power Specialty Company Allen-Sherman-Hoff Diamond Power Controls & Diagnostics	OCP	AAI
5/16/2013	11/15/2013	OCP G27018853	Diamond Power Specialty Company Allen-Sherman-Hoff Diamond Power Controls & Diagnostics	OCP	AAI
5/23/2013	11/15/2013	OCP G27018932	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
5/31/2013	11/15/2013	OCP G2701897A	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
6/10/2013	11/15/2013	OCP G27019018	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
6/11/2013	11/15/2013	OCP G27019055	Diamond Power Specialty Company Allen-Sherman-Hoff Diamond Power Controls & Diagnostics	OCP	AAI
6/17/2013	11/15/2013	OCP G27019092	Diamond Power Specialty Company Allen-Sherman-Hoff Diamond Power Controls & Diagnostics	OCP	AAI
6/12/2013	11/15/2013	OCP G27019171	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
6/25/2013	11/15/2013	OCP G27019250	Diamond Power Specialty Company Allen-Sherman-Hoff Diamond Power Controls & Diagnostics	OCP	AAI
5/1/2013	11/15/2013	OCP G2701933A	Diamond Power International, Inc.	OCP	AAI
7/18/2013	11/15/2013	OCP G27019377	Diamond Power Specialty Company Allen-Sherman-Hoff Diamond Power Controls & Diagnostics	OCP	AAI
7/25/2013	11/15/2013	OCP G27019419	Babcock & Wilcox PGG/BWSC/RP	OCP	AAI
9/1/2013	11/15/2013	OCP G27019456	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
8/19/2013	11/15/2013	OCP G27019493	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Service - BWSC	OCP	AAI


Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
8/8/2013	11/15/2013	OCP G27019535	Diamond Power Specialty Company Allen-Sherman-Hoff Diamond Power Controls & Diagnostics	OCP	AAI
8/28/2013	11/15/2013	OCP G27019572	Diamond Power Specialty Company Allen-Sherman-Hoff Diamond Power Controls & Diagnostics	OCP	AAI
10/1/2013	11/15/2013	OCP G27019274	Babcock & Wilcox Power Generation Group, Inc. GSD/FES	OCP	AAI
10/15/2013	11/15/2013	OCP G27325671	BABCOCK & WILCOX POWER GENERATION GROUP, INC.	OCP	AAI
11/10/2013	11/15/2013	OCP G27325750	Ivey Cooper Services, LLC	OCP	AAI
11/15/2014	11/15/2015	OCP G27394772	Babcock & Wilcox Power Generation Group	OCP	AAI
11/15/2014	11/15/2015	OCP G27394814	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
11/15/2014	11/15/2015	OCP G27394851	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
11/15/2014	11/15/2015	OCP G27394899	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
11/15/2014	11/15/2015	OCP G27394930	BABCOCK & WILCOX POWER GENERATION GROUP, INC.	OCP	AAI
11/15/2014	11/15/2015	OCP G27394978	BABCOCK & WILCOX POWER GENERATION GROUP, INC.	OCP	AAI
11/15/2014	11/15/2015	OCP G27395016	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
11/15/2014	11/15/2015	OCP G27395053	Babcock & Wilcox Power Generation Group	OCP	AAI
11/15/2014	11/15/2015	OCP G27395090	Babcock & Wilcox Power Generation Group	OCP	AAI
11/15/2014	11/15/2015	OCP G27395132	Babcock & Wilcox Power Generation Group	OCP	AAI
11/15/2014	11/15/2015	OCP G2739517A	Babcock & Wilcox Power Generation Group	OCP	AAI
11/15/2014	11/15/2015	OCP G27395211	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
11/15/2014	11/15/2015	OCP G27395259	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
11/15/2014	11/15/2015	OCP G27395296	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
11/15/2014	11/15/2015	OCP G27395338	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
11/15/2014	11/15/2015	OCP G27395375	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
11/15/2014	11/15/2015	OCP G27395417	BABCOCK & WILCOX POWER GENERATION GROUP, INC.	OCP	AAI
11/15/2014	11/15/2015	OCP G27395454	BABCOCK & WILCOX POWER GENERATION GROUP, INC.	OCP	AAI
11/15/2014	11/15/2015	OCP G27395491	BABCOCK & WILCOX POWER GENERATION GROUP, INC.	OCP	AAI
11/15/2014	11/15/2015	OCP G27395533	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI


Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
11/17/2014	11/15/2015	OCP G27395570	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
11/15/2014	11/15/2015	OCP G27395612	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
11/15/2014	11/15/2015	OCP G2739565A	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
11/15/2014	12/1/2015	OCP G27395697	BABCOCK & WILCOX POWER GENERATION GROUP, INC.	OCP	AAI
11/15/2014	11/15/2015	OCP G27395739	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Services	OCP	AAI
11/15/2014	11/15/2015	OCP G27394784	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Services	OCP	AAI
11/15/2014	11/15/2015	OCP G27394826	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
11/15/2014	11/15/2015	OCP G27394863	B&W PGG, Field Engineering Services	OCP	AAI
11/15/2014	11/15/2015	OCP G27394905	BWSC – Field Engineering Services	OCP	AAI
11/15/2014	11/15/2015	OCP G27394942	Babcock & Wilcox Power Generation Group Field Engineering Service - BWSC	OCP	AAI
11/15/2014	11/15/2015	OCP G2739498A	Field Engineering Services / G. Nakoneczy	OCP	AAI
11/15/2014	11/15/2015	OCP G27395028	B&W PGG - Field Engineering Services	OCP	AAI
11/15/2014	11/15/2015	OCP G27395065	B&W PGG - Field Engineering Services	OCP	AAI
11/15/2014	11/15/2015	OCP G27395107	B&W PGG - Field Engineering Services	OCP	AAI
11/15/2014	11/15/2015	OCP G27395144	B&W PGG - Field Engineering Services	OCP	AAI
11/15/2014	11/15/2015	OCP G27395181	B&W PGG - Field Engineering Services	OCP	AAI
11/15/2014	11/15/2015	OCP G27395223	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
11/15/2014	11/15/2015	OCP G27395260	Babcock & Wilcox Power Generation Group, Inc., Field Engineering Services	OCP	AAI
11/15/2014	11/15/2015	OCP G27395302	Babcock & Wilcox Power Generation Group, Inc., Field Engineering Services	OCP	AAI
11/15/2014	11/15/2015	OCP G2739534A	Babcock & Wilcox Power Generation Group, Inc., Field Engineering Services	OCP	AAI
11/15/2014	11/15/2015	OCP G27395387	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
11/15/2014	11/15/2015	OCP G27395429	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Services	OCP	AAI
11/15/2014	11/15/2015	OCP G27395466	Babcock & Wilcox Power Generation Group, Inc., Field Engineering Services	OCP	AAI
11/15/2014	11/15/2015	OCP G27395508	Babcock & Wilcox Power Generation Group, Inc., Field Engineering Services	OCP	AAI


Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
11/15/2014	11/15/2015	OCP G27395545	Babcock & Wilcox Power Generation Group, Inc., Field Engineering Services	OCP	AAI
11/15/2014	11/15/2015	OCP G27395582	Babcock & Wilcox Power Generation Group, Inc., Field Engineering Services	OCP	AAI
11/15/2014	12/31/2017	OCP G27395624	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
11/15/2014	4/1/2017	OCP G27395661	B&W PGG, Inc. KVB Enertec Products Emissions Monitoring	OCP	AAI
11/15/2014	6/30/2017	OCP G27395703	Babcock & Wilcox Power Generation Group, Inc. KVB-Enertec Products and Services – Hatfield, PA	OCP	AAI
11/15/2014	7/16/2017	OCP G27395740	Babcock & Wilcox Power Generation Group, Inc. KVB-Enertec Products and Services – Hatfield, PA	OCP	AAI
11/15/2014	11/15/2015	OCP G27394796	B&W Nuclear Operations Group, Inc.	OCP	AAI
11/15/2014	11/15/2015	OCP G27394838	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Service - BWSC	OCP	AAI
11/15/2014	11/15/2015	OCP G27394875	Babcock & Wilcox Power Generation Group Field Engineering Service - BWSC	OCP	AAI
11/15/2014	11/15/2015	OCP G27394917	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Service - BWSC	OCP	AAI
11/15/2014	11/15/2015	OCP G27394954	Babcock & Wilcox Power Generation Group Field Engineering Service - BWSC	OCP	AAI
11/15/2014	11/15/2015	OCP G27394991	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
11/15/2014	11/15/2015	OCP G2739503A	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
11/15/2014	11/15/2015	OCP G27395077	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
11/15/2014	11/15/2015	OCP G27395119	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
11/15/2014	11/15/2015	OCP G27395156	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
11/15/2014	11/15/2015	OCP G27395193	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
11/15/2014	11/15/2015	OCP G27395235	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Service - BWSC	OCP	AAI
11/15/2013	8/31/2014	OCP G27395272	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
11/15/2014	11/15/2015	OCP G27395314	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Services	OCP	AAI
11/15/2014	11/15/2015	OCP G27395351	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Services	OCP	AAI
11/15/2014	11/15/2015	OCP G27395399	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI


Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
11/15/2014	11/15/2015	OCP G27395430	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Service - BWSC	OCP	AAI
11/15/2014	11/15/2015	OCP G27395478	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
11/15/2014	11/15/2015	OCP G2739551A	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Service - BWSC	OCP	AAI
11/15/2014	11/15/2015	OCP G27395557	Babcock & Wilcox PGG/BWSC/RP	OCP	AAI
11/15/2014	11/15/2015	OCP G27395594	Babcock & Wilcox Power Generation Group	OCP	AAI
12/8/2014	11/15/2015	OCPG27395636	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
12/8/2014	11/15/2015	OCP G27395673	B&W PGG/GSD/FES	OCP	AAI
1/5/2015	11/15/2015	OCP G27395715	Diamond Power Specialty Company Allen-Sherman-Hoff Diamond Power Controls & Diagnostics	OCP	AAI
2/1/2015	11/15/2015	OCP G27395752	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/13/2015	11/15/2015	OCP G27394802	Babcock & Wilcox PGG/BWSC/RP	OCP	AAI
3/23/2015	11/15/2015	OCP G2739484A	Babcock & Wilcox Power Generation Group	OCP	AAI
2/5/2015	11/15/2015	OCP G27394887	Diamond Power Specialty Company Allen-Sherman-Hoff Diamond Power Controls & Diagnostics	OCP	AAI
2/16/2015	11/15/2015	OCP G27394929	B&W PGG/GSD	OCP	AAI
4/15/2015	11/15/2015	OCP G27395041	Babcock & Wilcox Power Generation Group	OCP	AAI
05/01/2015	11/15/2015	OCP G27395089	Babcock & Wilcox Power Generation Group	OCP	AAI
11/15/2014	11/15/2015	OCP G27395004	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
02/826/2015	11/15/2015	OCP G27394966	Babcock & Wilcox Construction Company, Inc.	OCP	AAI

		AAI	ACE American Insurance Company
		INA	Insurance Company of North America
		IND	Indemnity Insurance Company of North America
		Cigna	Cigna Insurance Company
		INA ILL	INA Insurance Company of Illinois
		INA Ohio	INA Insurance Company of Ohio
		Alaska	Alaska Pacific Insurance Company
		Cigna - TX	Cigna Insurance Company of Texas
		Cigna - ILL	Cigna Insurance Company of Illinois
		INA _ TX	INA Insurance Company of Texas


Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
1-Apr-82	1-Apr-83	RSC 75 58 07 RSC 75 58 08 RSC 75 58 09 RSC 75 58 10 RSC 75 58 11 GLP 83 97 21 GLP 83 97 22 SCG 28 34 20 GLP 00 00 26 SCA 58 38 SCA 58 37 CAC 20 00 80	Babcock & Wilcox	Domestic General Liability and Domestic Automobile Liability and Worker’s Compensation/ Employers Liability	Insurance Company of North America CIGNA Insurance Company of Texas CIGNA Insurance Company of Illinois Atlantic Employers Insurance Company Pacific Employers Insurance CIGNA Insurance Company of Ohio
1-Apr-83	1-Apr-84	RSC 065426 PEl RSC 070420 INA TX RSC 070421 PEl RSC 070422 PEl RSC 070423 PEl SCG 351742 INA GLP 351743 PEl GLP 839722 INA XCP 014414 INA GLP 000026 PEl GLP 000027 PEl SCA 005913 INA SCA 005914 INA TX CAC 200080 PEl	Babcock & Wilcox	Domestic General Liability and Domestic Automobile Liability and Worker’s Compensation/ Employers Liability	Insurance Company of North America CIGNA Insurance Company of Texas CIGNA Insurance Company of Illinois Atlantic Employers Insurance Company Pacific Employers Insurance CIGNA Insurance Company of Ohio


Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
1-Apr-84	1-Apr-85	RSC 289078 PEl RSC 289362 INA TX RSC 289363 PEl RSC 289364 PEl RSC 289365 PEl RSC 939527 PEl SCG 351742 INA GLP 351743 PEl GLP 839722 INA XCP 014414 INA GLP 000026 PEl SCA 005913 INA SCA 005914 INA TX CAC 200080 PEl	Babcock & Wilcox	Domestic General Liability and Domestic Automobile Liability and Worker’s Compensation/Employers Liability	Insurance Company of North America CIGNA Insurance Company of Texas CIGNA Insurance Company of Illinois Atlantic Employers Insurance Company Pacific Employers Insurance CIGNA Insurance Company of Ohio
1-Apr-85	1-Apr-86	RSC - C1939680-0 RSC - C1939682-4 SCG - GO 511143-2 GLP - GO 519344-8 SCA - 9619 SCA - 9620	Babcock & Wilcox	Domestic General Liability and Domestic Automobile Liability and Worker’s Compensation/Employers Liability	Insurance Company of North America CIGNA Insurance Company of Texas CIGNA Insurance Company of Illinois Atlantic Employers Insurance Company Pacific Employers Insurance CIGNA Insurance Company of Ohio


Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
1-Apr-86	1-Apr-87	WC/EL RSC-C2219259-0 (All States) WC/EL RSC-C2219260-7 (TX & OK) WC/EL RSC-C2219261-9 (TLT Babcock) OCP CPO-G0511415-9 CAL SCA-010563 (All states) CAL SCA-OI0564 (Texas)	Babcock & Wilcox	Domestic General Liability and Domestic Automobile Liability and Worker’s Compensation/Employers Liability	Insurance Company of North America CIGNA Insurance Company of Texas CIGNA Insurance Company of Illinois Atlantic Employers Insurance Company Pacific Employers Insurance CIGNA Insurance Company of Ohio
1-Apr-87	1-Apr-88	RSC - C2219445-8 RSC - C2219446-A RSC - C2219463-A CPO - GO 511596-6 CGL 23777 (Canada) SCG GO 5194490 (Canada) SCA 01 09 96 SCA 01 09 97 SCA 01 09 98 CAC 39 10 25 (Canada) SCA 01 16 18 (Canada)	Babcock & Wilcox	Domestic General Liability and Domestic Automobile Liability and Worker’s Compensation/Employers Liability	Insurance Company of North America CIGNA Insurance Company of Texas CIGNA Insurance Company of Illinois Atlantic Employers Insurance Company Pacific Employers Insurance CIGNA Insurance Company of Ohio


Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
1-Apr-88	1-Apr-89	RSC C2 21 95 45-1 RSC C2 21 95 46-3 RSC C2 21 95 47-5 RSC C2 21 96 11-0 XSL GO 51 94 18-0 CGO GO 51 94 19-2 CPO GO 51 94 20-9 CGO GO 51 94 79-2 CPO GO 51 95 80-9 CGL 23 777 SCG GO S1 94 52-0 SCA 01 14 54 SCA 01 14 57 SCA 01 14 56 SCA 01 14 55 SCA 01 14 S3 SCA 01 16 19 CAC 391025	Babcock & Wilcox	Domestic General Liability and Domestic Automobile Liability and Worker’s Compensation/Employers Liability	Insurance Company of North America CIGNA Insurance Company of Texas CIGNA Insurance Company of Illinois Atlantic Employers Insurance Company Pacific Employers Insurance CIGNA Insurance Company of Ohio
1-Apr-90	1-Apr-91	CGL23777 OCP23778 CGL32656 OLT24298 OGLG13210457 CAC391025 SCA012215	Babcock & Wilcox	Domestic General Liability and Domestic Automobile Liability and Worker’s Compensation/Employers Liability	Insurance Company of North America CIGNA Insurance Company of Texas CIGNA Insurance Company of Illinois Atlantic Employers Insurance Company Pacific Employers Insurance CIGNA Insurance Company of Ohio


Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
1-Apr-91	1-Apr-92	XSL G1 32 11 90 5 RSC C2 22 93 57-6 SCA 01 22 73	Babcock & Wilcox	Domestic General Liability and Domestic Automobile Liability and Worker’s Compensation/Employers Liability	Insurance Company of North America CIGNA Insurance Company of Texas CIGNA Insurance Company of Illinois Atlantic Employers Insurance Company Pacific Employers Insurance CIGNA Insurance Company of Ohio
1-Apr-92	1-Apr-93	CPO G1 32 12 29-6 XSL G1 32 11 90 5 CPO G1 32 48 87 SCA 01 24 38 SCA 01 24 39	Babcock & Wilcox	Domestic General Liability and Domestic Automobile Liability and Worker’s Compensation/Employers Liability	Insurance Company of North America Pacific Employers Insurance Company
1-Apr-94	1-Apr-95	CAC 39 10 25 CGL 02 37 77 OGL 02 37 78 CGL 02 42 98	Babcock & Wilcox	Domestic General Liability and Domestic Automobile Liability and Worker’s Compensation/Employers Liability	Insurance Company of North America Pacific Employers Insurance Company
1-Jan-02	31-Dec-02	WLRC43100038	BWX Technologies, Inc.	Workers’ Compensation	Pacific Employers Ins. Co.

EXHIBIT IV – REMAINCO ENTITIES

See Schedule 1.1(b) and Schedule 1.1(e) attached hereto.

No RemainCo Entity listed on Schedule 1.1(b) shall be deemed to be an “Insured”, a “Named Insured” or otherwise be deemed to be insured under any Existing Policy or Existing Insurance Agreement solely by virtue of being listed on such Schedule 1.1(b).

Schedule 1.1(b)

Designated RemainCo Entities


*Reference ID*		*Name*
2037		American Centrifuge Manufacturing, LLC
460		B&W Energy Investments, Inc.
950		B&W Fuel Company
535		B&W Fuel, Inc.
537		B&W Nuclear Service Company
960		B&W Nuclear Service Company
536		B&W Nuclear, Inc.
381		B&W Special Projects, Inc.
569		B&W Triso Corporation
573		B&W/OHM Weldon Spring, Inc.
565		Babcock & Wilcox Government Services Company
1999		Babcock & Wilcox Michoud Operations, LLC
2010		Babcock & Wilcox Modular Nuclear Energy, LLC
2007		Babcock & Wilcox Nevada, LLC
2018		Babcock & Wilcox Nuclear Services (U.K.) Limited
945		Babcock-Brown Boveri Reaktor GmbH
2000		BCE Parts Ltd.
		Burlington Niche Services Ltd.
0589		BWXT Hanford Company
0382		BWXT of Idaho, Inc.
0592		BWXT of Ohio, Inc.
590		BWXT Protec, Inc.
1973		C3 Nuclear Limited
0975		Columbia Basin Ventures, LLC
321		Conam Nuclear, Inc.
1914		CTR Solutions, LLC
0930		DM Petroleum Operations Company
961		Enserch Environmental Management Company, Inc.
461		International Disarmament Corporation
2030		Isotek Systems, LLC
		Nuclear Materials and Equipment Corporation
2057		Nuclear Production Partners, LLC
958		Olin Pantex Inc.
0973		Rocky Flats Technical Associates, Inc.
1980		Savannah River Alliance LLC
2008		Savannah River Tactical Services LLC
570		Triso
2040		Tubesolve Ltd.

Schedule 1.1(e)

RemainCo Subsidiaries


*Reference ID*	*Name*	*Jurisdiction*	*Formation*
2058	B&W NE Luxembourg SARL	Luxembourg	6/7/2012
2046	B&W Nuclear Maintenance Services, Inc.	Delaware	3/23/2011
532	Babcock & Wilcox Canada Ltd.	Ontario	6/5/1922
2049	Babcock & Wilcox Commercial Power, Inc.	Delaware	6/15/2011
2014	Babcock & Wilcox Conversion Services, LLC	Delaware	7/14/2009
2002	Babcock & Wilcox Intech, Inc.	Tennessee	7/29/1994
2048	Babcock & Wilcox International Technical Services, Inc.	Delaware	6/1/2011
380	Babcock & Wilcox Investment Company	Delaware	7/12/1990
2042	Babcock & Wilcox Modular Reactors LLC	Delaware	12/21/2010
2056	Babcock & Wilcox mPower, Inc.	Delaware	1/11/2012
2071	Babcock & Wilcox NOG Technologies, Inc.	Delaware	6/12/2013
2059	Babcock & Wilcox Nuclear Energy Europe SAS	France	7/5/2012
1967	Babcock & Wilcox Nuclear Energy, Inc.	Delaware	5/23/2007
1974	Babcock & Wilcox Nuclear Operations Group, Inc.	Delaware	11/20/2007
1961	Babcock & Wilcox Technical Services (U.K.) Limited	United Kingdom	12/19/2006
1970	Babcock & Wilcox Technical Services Clinch River, LLC	Delaware	5/16/2007
572	Babcock & Wilcox Technical Services Group, Inc.	Delaware	12/11/1991
587	Babcock & Wilcox Technical Services Savannah River Company	Delaware	9/1/1995
596	Babcock & Wilcox Government and Nuclear Operations, Inc.	Delaware	3/19/1997
2035	BWSR, LLC	Delaware	5/19/2010
3088	BWXT Canada Holdings Corp.	Nova Scotia	5/12/2015
580	BWXT Federal Services, Inc.	Delaware	10/13/1994
3087	BWXT Foreign Holdings, LLC	Delaware	4/20/2015
1576	BWXT Washington, Inc.	Delaware	9/29/2004
710	BWXT Y – 12, LLC	Delaware	4/20/2000
189	Creole Insurance Company, Ltd.	South Carolina	6/7/1973
2062	Generation mPower Canada Ltd	Saskatchewan	10/17/2012
2043	Generation mPower LLC	Delaware	12/16/2010
2009	Idaho Treatment Group, LLC	Delaware	12/22/2008
2003	Intech International, Inc.	Ontario	12/17/1997
2110	Kansas City Advanced Manufacturing, LLC	Delaware	1/27/2015
1968	Marine Mechanical Corporation	Delaware	2/3/1994


*Reference ID*	*Name*	*Jurisdiction*	*Formation*
2005	NFS Holdings, Inc.	Delaware	9/25/2007
2004	NOG-Erwin Holdings, Inc.	Delaware	7/30/2008
2006	Nuclear Fuel Services, Inc.	Delaware	9/25/2007
2029	The Babcock & Wilcox Company	Delaware	3/8/2010

EXHIBIT V

ACE AFFILIATES

ACE American Insurance Company

ACE Fire Underwriters Insurance Company

ACE Indemnity Insurance Company

ACE Insurance Company of the Midwest

ACE Property and Casualty Insurance Company

Illinois Union Insurance Company

Indemnity Insurance Company of North America

Insurance Company of North America

Pacific Employers Insurance Company

Bankers Standard Insurance Company

Atlantic Employers Insurance Company

EXHIBIT VI –FOREIGN INSURANCE AGREEMENTS


EFFECTIVE DATE/ YEAR	PARTIES	TYPE	PROGRAMS COVERED	POLICIES COVERED
May 18, 2010	The Babcock & Wilcox Company ACE American Insurance Company	Security Agreement	As set out in the agreement	As set out in the agreement
January 1, 2012	The Babcock & Wilcox Company ACE American Insurance Company	Addendum No. 1 to Security Agreement	As set out in the addendum	As set out in the Addendum
January 1, 2013	The Babcock & Wilcox Company ACE American Insurance Company	Addendum No. 3 to Security Agreement	As set out in the addendum	As set out in the Addendum
February 22, 2013	The Babcock & Wilcox Company ACE American Insurance Company	Endorsement No. 1 to Security Agreement	As set out in the addendum	As set out in the Addendum
November 15, 2013	The Babcock & Wilcox Company ACE American Insurance Company	Addendum No. 4 to Security Agreement	As set out in the addendum	As set out in the Addendum
November 15, 2014	The Babcock & Wilcox Company ACE American Insurance Company	Addendum No. 5 to Security Agreement	As set out in the addendum	As set out in the Addendum

EXHIBIT VII –FOREIGN POLICIES


Policy	Policy Period	Issuing Company
Master Policy No. No(s). CMXD36904422, CMXD36904434 and all Locally Admitted Policies and any extension, renewal, amendment or endorsement of any such Master and Locally Admitted Policies	January 1, 2006 to January 1, 2007 and any extension or renewal thereof	ACE American Insurance Company and Affiliated and Non-Affiliated Companies

Master Policy No. No(s). CMX043528, CMX043529 and all Locally Admitted Policies and any extension, renewal, amendment or endorsement of any such Master and Locally Admitted Policies	January 1, 2007 to January 1, 2009 and any extension or renewal thereof	ACE American Insurance Company and Affiliated and Non-Affiliated Companies

Master Policy No. No(s). CMX043541, CMX043542 and all Locally Admitted Policies and any extension, renewal, amendment or endorsement of any such Master and Locally Admitted Policies	January 1, 2009 to January 1, 2010 and any extension or renewal thereof	ACE American Insurance Company and Affiliated and Non-Affiliated Companies

Master Policy No. No(s). CMX043548, CMX043549, CMX043550 and all Locally Admitted Policies and any extension, renewal, amendment or endorsement of any such Master and Locally Admitted Policies	January 1, 2010 to January 1, 2011 and any extension or renewal thereof	ACE American Insurance Company and Affiliated and Non-Affiliated Companies

Master Policy No. No(s). CSZ0318480 and all Locally Admitted Policies and any extension, renewal, amendment or endorsement of any such Master and Locally Admitted Policies	January 1, 2011 to January 1, 2012 and any extension or renewal thereof	ACE American Insurance Company and Affiliated and Non-Affiliated Companies


Master Policy No. No(s). CSZ0318774 and all Locally Admitted Policies and any extension, renewal, amendment or endorsement of any such Master and Locally Admitted Policies	January 1, 2012 to January 1, 2013 and any extension or renewal thereof	ACE American Insurance Company and Affiliated and Non-Affiliated Companies

Master Policy No. No(s). CSZ G27174553 001 and all Locally Admitted Policies and any extension, renewal, amendment or endorsement of any such Master and Locally Admitted Policies	January 1, 2013 to November 15, 2013 and any extension or renewal thereof	ACE American Insurance Company and Affiliated and Non-Affiliated Companies

Master Policy No. No(s). CSZ G27174553 002 and all Locally Admitted Policies and any extension, renewal, amendment or endorsement of any such Master and Locally Admitted Policies	November 15, 2013 to November 15, 2014 and any extension or renewal thereof	ACE American Insurance Company and Affiliated and Non-Affiliated Companies

Master Policy No. No(s). CSZ G27174553 003 and all Locally Admitted Policies and any extension, renewal, amendment or endorsement of any such Master and Locally Admitted Policies	November 15, 2014 to November 15, 2015 and any extension or renewal thereof	ACE American Insurance Company and Affiliated and Non-Affiliated Companies

Exhibit 10.6

EXECUTION VERSION

REINSURANCE NOVATION AND ASSUMPTION AGREEMENT

by and among

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

limitation, Pacific Employers Insurance Company;

ACE INA Insurance Company;

ACE Insurance Company;

Insurance Company of North America

and

Creole Insurance Company, Ltd.; and

Dampkraft Insurance Company

RECITALS

THIS REINSURANCE NOVATION AND ASSUMPTION AGREEMENT (the “ Agreement ”), is entered into and effective as of June 19, 2015 (the “ Effective Date ”) by and among ACE American Insurance Company, individually and acting for the ACE Affiliates (in such capacities, the “ Company ”), Creole Insurance Company, Ltd., a South Carolina corporation (“ Creole ”), and Dampkraft Insurance Company, a South Carolina company (“ Dampkraft ”).

WHEREAS , the Company and/or the ACE Affiliates have previously entered into the Existing Reinsurance Agreements with Boudin Insurance Company , Ltd. (“ Boudin ”) and Creole; and

WHEREAS , in connection with a previous spin-off transaction between McDermott International, Inc. and Babcock & Wilcox Holdings, Inc. (the “ Prior Divestiture ”), Creole, Boudin and the ACE Affiliates entered into that certain Novation and Assumption Agreement effective as of May 18, 2010 (the “ Prior Novation Agreement ”); and

WHEREAS , pursuant to the Existing Reinsurance Agreements and the Prior Novation Agreement, Creole remains obligated, among other things, to reinsure the Company and/or the ACE Affiliates with regard to certain Existing Policies; and

WHEREAS , Creole, prior to the Separation, is a wholly owned Subsidiary of The Babcock & Wilcox Company (“ RemainCo ”); and

WHEREAS , Dampkraft, is a wholly owned Subsidiary of Babcock & Wilcox Enterprises, Inc. (“ SpinCo ”); and

WHEREAS , RemainCo intends to spin-off SpinCo (including Dampkraft) from RemainCo through a dividend of common stock of SpinCo to the shareholders of RemainCo (the “ Separation ”); and

WHEREAS , in connection with the Separation, the Parties wish to provide that Creole be the reinsurer with respect to cessions arising under the Existing Reinsurance Agreements and novated to Creole under the Prior Novation Agreement, from the operations, business, or property of RemainCo; and that Dampkraft be the reinsurer with respect to cessions arising under the Existing Reinsurance Agreements and novated to Creole under the Prior Novation Agreement, from the operations, business, or property of SpinCo, in each case whether such obligations were existing, accruing or arising before, on or after the Effective Date; and

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

1. Definitions. The following terms used herein, including in the recitals and Exhibits hereto, shall have the following meanings:

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

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

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

“ Assumed-by-Dampkraft Reinsurance Agreement ” means, as to any Novated-to-Creole Reinsurance Agreement after the Assumption Time and giving effect to this Agreement, all rights, duties, and obligations of Creole to and in respect of the Company under such Novated-to-Creole Reinsurance Agreement as and to the extent novated to and assumed by Dampkraft.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“ Go-Forward Dampkraft Obligations ” means those obligations of Dampkraft under the Assumed-by-Dampkraft Reinsurance Agreements, in each case after giving effect to the transfers, assumptions, novations, and releases effected by this Agreement.

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

“ Master Separation Agreement ” means a Master Separation Agreement to be entered into between RemainCo and SpinCo in connection with the Separation.

“ Novated-to-Creole Reinsurance Agreement ” means, the aggregate of all rights, duties, and obligations of Creole to and in respect of the Company under the Existing Reinsurance Agreements as and to the extent novated to and assumed by Creole pursuant to the Prior Novation Agreement.

“ Parties ” means the Company, Dampkraft and Creole, collectively (and each individually is a “Party”).

“ Prior Novation Agreement ” has the meaning set forth in the Recitals to this Agreement.

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

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

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

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

“ Substituted Collateral ” means the Creole LOC and the Dampkraft LOC.

“ Wholly Retained Creole Reinsurance Agreement ” means a Novated-to-Creole Reinsurance Agreement that is not an Assumed-by-Dampkraft Reinsurance Agreement

2. Assumption and Novation.

(a) Dampkraft Assumption and Novation . Notwithstanding anything in any Existing Reinsurance Agreement to the contrary, and effective as of the Assumption Time, Creole hereby transfers and assigns, and Dampkraft hereby assumes by novation, so much of each Novated-to-Creole Reinsurance Agreement as reinsures any Company SpinCo Obligation. In connection with such transfer, assignment, and novation:

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

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

may enforce against Dampkraft its rights with respect to the Company SpinCo Obligations under the Novated-to-Creole Reinsurance Agreements to the same extent such Person could, prior to the Dampkraft Assumption and Novation, enforce such rights against Creole, and

shall perform for the benefit of Dampkraft any obligation with respect to the Company SpinCo Obligations under the Novated-to-

Creole Reinsurance Agreements to the same extent such Person was obligated, prior to the Dampkraft Assumption and Novation, to perform such obligations for the benefit of Creole, and

releases Creole from its obligation to observe, pay, perform, satisfy, fulfill or discharge any obligations under any Novated-to-Creole Reinsurance Agreement with respect to any Company SpinCo Obligation.

(b) No Transfer or Novation of Creole Obligations arising from RemainCo Operations . The Wholly Retained Creole Reinsurance Agreements are not novated or otherwise affected by the Dampkraft Assumption and Novation. The Assumed-by-Dampkraft Reinsurance Agreements are novated to Dampkraft as set forth above only to the extent that they reinsure Company SpinCo Obligations. To the extent that the Novated-to-Creole Reinsurance Agreements reinsure Company RemainCo Obligations, the Parties acknowledge that Creole and not Dampkraft shall continue to observe, pay, perform, satisfy, fulfill and discharge any and all now existing and hereafter arising duties, terms, provisions, covenants, obligations and liabilities of Creole as reinsurer under the Novated-to-Creole Reinsurance Agreements.

(c) No Effect on Aggregate Limits of Liability . It is understood and agreed that the aggregate liability of Creole and Dampkraft, taken together, under the Existing Reinsurance Agreements (or any of them) is not intended to be, and shall be deemed not to be, increased by implementation of this Agreement. In particular, and without limitation, to the extent that any Existing Reinsurance Agreement contains an aggregate limit of liability, that aggregate limit of liability shall, after the Assumption Time, apply as a single, joint aggregate limit of liability. Neither Creole nor Dampkraft shall have any further liability under a Novated-to-Creole Reinsurance Agreement upon actual exhaustion by payment of the single, joint aggregate limit of liability thereunder; provided, however, that each of Creole and Dampkraft agree that the Company may determine the order in which any such single, joint aggregate limit of liability may be payable by each of them under such Novated-to-Creole Reinsurance Agreement, and provided further that (x) neither Creole nor Dampkraft may refuse to pay any amount due to the Company on the basis of any claim or contention that in determining the order in which such limits are to be paid thereunder, the Company has not acted in good faith or has acted improperly, and (y) neither Creole nor Dampkraft may assert any such claim or contention as a defense to liability or payment or otherwise.

3. Collateral.

(a) Creole LOC .

(i) Creole will, within fifteen (15) days after the Effective Date, provide to the Company, as beneficiary thereof, an irrevocable letter of credit (the “ Creole LOC ”) in an amount of $ $1,000,176, issued in a form and by a bank or other financial institution, in each case acceptable to the Company; and/or such other forms of collateral as the Company may permit in writing from time to time. The Creole LOC shall secure the Go-Forward Creole Obligations.

(ii) The Creole LOC shall be “evergreen,” meaning that it shall provide by its terms that it will be renewed automatically each year for an additional year unless written notice of non-renewal is received by the Company at least sixty (60) days prior to the Creole LOC’s anniversary date. If the Company permits Creole to provide collateral in a form other than the Creole LOC, Creole shall provide such collateral in an amount and form acceptable to the Company.

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

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

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

(b) Dampkraft LOC .

(i) Dampkraft will, within fifteen (15) days after the Effective Date, provide to the Company, as beneficiary thereof, an irrevocable letter of credit (the “ Dampkraft LOC ”) in an amount of $ $1,926,507, issued in a form and by a bank or other financial institution, in each case acceptable to the Company; and/or such other forms of collateral as the Company may permit in writing from time to time. The Dampkraft LOC shall secure the Go-Forward Dampkraft Obligations.

(ii) The Dampkraft LOC shall be “evergreen,” meaning that it shall provide by its terms that it will be renewed automatically each year for an additional year unless written notice of non-renewal is received by the Company at least sixty (60) days prior to the Dampkraft LOC’s anniversary date. If the Company permits Dampkraft to provide collateral in a form other than the Dampkraft LOC, Dampkraft shall provide such collateral in an amount and form acceptable to the Company.

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

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

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

(c) Existing Security Agreements; Substituted Collateral . Notwithstanding anything in any Existing Reinsurance Agreement or any Existing Security Agreement to the contrary, the Company shall release the Existing Collateral (including, without limitation, providing the necessary directions to issuing banks of letters of credit, trustees of reinsurance trusts, and/or similar third parties) upon receipt of the Substituted Collateral as set forth in Section 3(a)(i) and 3(b)(i), and the Parties shall take all actions and execute any documents necessary to terminate the Existing Security Agreements.

(d) Adjustments of Funds Withheld . To the extent that the Company has retained funds of Creole or Dampkraft as funds withheld under any Existing Reinsurance Agreement (including, without limitation, by allocating reinsurance premium or other funds of the reinsurers to claim payment funds held by ESIS), such funds shall continue to be maintained following the transactions contemplated by this Agreement. If the Company desires to effect a one-time reallocation of such funds withheld as between Creole and Dampkraft as a result of the transactions contemplated by this Agreement, it shall provide notice of such reallocation as promptly as possible after the Assumption Time, but in any event no later than fifteen (15) days following the Effective Date, and Creole and Dampkraft shall accept the Company’s determination of the amount of such reallocation.

4. Existing Collateral. The Substituted Collateral required to be provided by Creole and Dampkraft hereunder shall, except to the extent provided otherwise in this Agreement, be subject to all of the terms and conditions applicable to the Existing Collateral pursuant to the Existing Reinsurance Agreements to the same extent that such terms and conditions applied to the Existing Collateral thereunder.

5. Allocation.

(a) Company Designations . The Company’s determination as to whether an obligation is a Go-Forward Creole Obligation or a Go-Forward Dampkraft Obligation (a “ Company Designation ”) shall be binding on Creole and Dampkraft, and they shall not delay, or make any deduction with respect to, their payment or other response to such obligation on account of any disagreement with such determination, provided , however , that such payment or other response shall not be construed as prejudicial to either Party in any dispute between Creole and Dampkraft with respect to any such Company Designation.

(b) Disputes . Any dispute or disagreement between Creole and Dampkraft with respect to the correctness of a Company Designation shall be resolved pursuant to Article V of the Separation Agreement; provided , that (i) the Company will not be made a party to any arbitration proceeding arising from such dispute or disagreement, but may be called as a witness; (ii) any reasonable costs incurred by the Company in respect of any such arbitration proceeding will be fully reimbursed to the Company promptly following receipt of a reimbursement demand from the Company; (iii) under no circumstances will RemainCo, SpinCo, Creole or Dampkraft, as a result of such arbitration proceeding, require the Company to return any amount received by the Company pursuant to a prior Company Designation, whether such amount was received as a result of the Company’s draw against security posted for its benefit or otherwise, and (iv) the Company shall comply with the allocation or other resolution of such dispute.

6. Billing. On and after the Effective Date, the Company will (in each case in accordance with the billing procedures set forth in the applicable Existing Reinsurance Agreement)

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

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

7. Amendments. Neither this Agreement nor any provision hereof may be amended, changed, waived, discharged or terminated except by a written instrument signed by each Party.

8. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Neither this Agreement nor any right or obligation hereunder may be assigned or conveyed by any Party without the prior written consent of the other Parties, which consent shall not be unreasonably withheld.

9. No Waiver. The failure or refusal by any Party to exercise any rights granted hereunder shall not constitute a waiver of such rights or preclude the subsequent exercise thereof, and no oral communication shall be asserted as a waiver of any such rights hereunder unless such communication shall be confirmed in a writing plainly expressing an intent to waive such rights and signed by the Party against whom such waiver is asserted.

10. Counterparts. This Agreement may be executed in any number of counterparts each of which when so executed and delivered shall constitute an original, but such counterparts together shall constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by facsimile transmission shall constitute effective execution and delivery of this Agreement as to the Parties and may be used in lieu of the original Agreement for all purposes. Signatures of the Parties and other Persons signatory hereto transmitted by facsimile shall be deemed to be their original signatures for all purposes.

11. No Third Party Beneficiary. This Agreement shall not be deemed to give any right or remedy to any third party whatsoever unless otherwise specifically granted hereunder.

12. Parties’ Representations. As of the Effective Date, each of the Parties expressly represents on its own behalf: (a) it is an entity in good standing in its jurisdiction of organization; (b) it has all requisite corporate power and authority to enter into this Agreement, and to perform its obligations hereunder; (c) the execution and delivery by it of this Agreement, and the performance by it of its obligations under this Agreement, have been duly authorized by all necessary corporate or other action; (d) this Agreement, when duly executed and delivered by it, and subject to the due execution and delivery hereof by the other Parties, will be a valid and binding obligation of it, enforceable against it, its successors and permitted assigns, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equity principles; (e) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby in accordance with the respective terms and conditions hereof will not (i) violate any provision of its Organizational Documents, (ii) violate any applicable order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against it, or binding upon it, or any agreement with, or condition imposed by, any governmental or regulatory body, foreign or domestic, binding upon it as of the date hereof, or (iii) violate any agreement, contract, obligation, promise or undertaking that is legally binding and to which it is a party or by which it is bound; and (f) the signatory hereto on behalf of it is duly authorized and legally empowered to enter into this Agreement on its behalf.

13. Notices. Any and all notices, requests, approvals, authorizations, consents, instructions, designations and other communications that are required or permitted to be given pursuant to this Agreement shall be in writing and may be given either by personal delivery, first class prepaid post (airmail if to another country) or by internationally recognized overnight delivery service to the following address, or to such other address and recipient as such Party may have notified in accordance with the terms of this section as being its address or recipient for notification for the purposes of this Agreement:


If to the Company	ACE American Insurance Company
	225 E. John Carpenter Freeway, Suite 1300
	Irving, TX 75062
	Attention:	Underwriting Manager
		ACE Risk Management
	Telephone:	(972) 465.7500
	Facsimile:	(972) 465.7826

If to Creole:	Creole Insurance Company, Ltd.,
or any RemainCo Entity:	11525 North Community House Road
	Suite 600
	Charlotte, NC 28277
	Attention:	Chief Risk Officer (with a copy to General Counsel)
	Telephone:	(980) 365.4181
	Facsimile:	(980) 365.4020

If to Dampkraft:	Dampkraft Insurance Company
or any SpinCo Entity:	13024 Ballantyne Place
	Suite 700
	Charlotte, NC 28277
	Attention:	Senior Manager-Insurance (with a copy to General Counsel)
	Telephone:	(704) 625.4888
	Facsimile:	(704) 625.4910

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

(A)

upon personal delivery; or

(B)

upon receipt if sent by overnight mail or courier.

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

15. Entire Agreement. THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT AMONG ALL OF THE PARTIES WITH RESPECT TO THE TRANSFERS, ASSUMPTIONS, AND NOVATIONS DESCRIBED HEREIN AND SUPERSEDES ALL OTHER PRIOR AGREEMENTS AND UNDERSTANDINGS, BOTH WRITTEN AND ORAL, WITH RESPECT TO SUCH TRANSFERS, ASSUMPTIONS, AND NOVATIONS. SOLELY FOR INTERPRETATION PURPOSES, THE PARTIES ACKNOWLEDGE THAT THIS AGREEMENT IS INTENDED TO BE READ TOGETHER WITH THE ALAA.

16. Dispute Resolution. For dispute resolution purposes as between Creole and Dampkraft, and all disputes between Creole and Dampkraft arising out of this Agreement, including without limitation as to whether a given obligation is a Go-Forward Creole Obligation or a Go-Forward Dampkraft Obligation, shall be resolved in accordance with the procedures set forth in Article V of the Separation Agreement.

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

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

18. Rules of Construction. The definitions of terms used herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified, (b) any reference herein to any law shall be construed as referring to such law as amended, modified,

codified or reenacted, in whole or in part, and in effect from time to time, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to the restrictions contained herein), (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) with respect to the determination of any time period, the word “from” means “from and including” and the word “to” means “to and including” and (f) any reference herein to Articles, Sections and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits to, this Agreement. No provision of this Agreement shall be interpreted or construed against any Person solely because such Person or its legal representative drafted such provision.

[Remainder of Page Intentionally Left Blank]

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


ACE AMERICAN INSURANCE COMPANY

By:	/s/ Richard M. Sica
	Name:	Richard M. Sica
	Title:	Attorney-in-fact

CREOLE INSURANCE COMPANY, LTD.

By:	/s/ David S. Black
	Name:	David S. Black
	Title:	Vice President and Treasurer

DAMPKRAFT INSURANCE COMPANY

By:	/s/ Jenny L. Apker
	Name:	Jenny L. Apker
	Title:	Vice President and Treasurer

Signature Page to Group II Agreement

EXHIBIT I – SPINCO ENTITIES

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

Schedule 1.1(d)

Designated SpinCo Entities


*Reference ID*		*Name*
333		Ahahsain Hudson Heat Transfer Co. Ltd
398		Advanced Refractory Technologies, Inc.
		A.M. Lockett & Co., Limited
		Amcermet Corporation
732		Applied Synergistics, Inc.
924		ASEA Babcock
235		Ash Acquisition Company
326		B & W Clarion, Inc.
574		B&W Ebensburg Pa., Inc.
383		B&W Fort Worth Power, Inc.
922		B&W Mexicana, S.A. de C.V.
9991		B&W North Branch G.P., Inc.
9990		B&W North Branch L.P., Inc.
586		B&W Saba, Inc.
591		B&W Service Company
		B&W Tubular Products Limited
212		Babcock & Wilcox Asia Investment Co., Inc.
115		Babcock & Wilcox Asia Limited
533		Babcock & Wilcox Canada Leasing Ltd.
1570		Babcock & Wilcox China Holdings, Inc.
215		Babcock & Wilcox China Investment Co., Inc.
1571		Babcock & Wilcox Denmark Holdings, LLC
594		Babcock & Wilcox do Brasil Limitada
528		Babcock & Wilcox do Brasil Participacoes Limitada
206		Babcock & Wilcox Egypt SAE
169		Babcock & Wilcox Fibras Ceramicas Limitada
557		Babcock & Wilcox Foreign Sales Corporation
175		Babcock & Wilcox Gama Kazan Teknolojisi A.S.
552		Babcock & Wilcox General Contracting Company
395		Babcock & Wilcox HRSG Company
		Babcock & Wilcox Industries, Ltd.
2045		Babcock & Wilcox International Construction Co., Inc.
305		Babcock & Wilcox Jonesboro Power, Inc.
		Babcock & Wilcox Refractories limited
323		Babcock & Wilcox Salt City Power, Inc.
322		Babcock & Wilcox Tracy Power, Inc.
314		Babcock & Wilcox Victorville Power, Inc:
727		Babcock & Wilcox Volund France SAS
315		Babcock PFBC, Inc.
559		Babcock Southwest Construction Corporation


*Reference ID*		*Name*
936		Babcock-Ultrapower Jonesboro
937		Babcock-Ultrapower West Enfield
951		Bailey Beijing Controls Co., Ltd.
516		Bailey Controls Australia Pty. Limited
517		Bailey Controls International Sales & Services Company, Inc.
954		Bailey Controls Jordan for Process Controls Services, ltd.
563		Bailey Controls Sales & Service (Australia) Pty. Limited
564		Bailey Controls Sales & Services Canada Inc.
561		Bailey do Brasil lnstrumentos Industrials Limitada
114		Bailey International, Inc.
923		Bailey Japan Company Limited
542		Bailey Meter and Controls Company
		Bailey Meter Company
562		Bailey Meter Co. (Japan) Ltd.
		Bailey Meter Company Limited
		Bailey Meter GmbH
		C.C. Moore & Company Engineers
329		Clarion Energy, Inc.
328		Clarion Power Company
		Control Components France
514		Control Components Italy S.R.L.
		Control Components, Inc. (California)
		Control Components, Inc. (Delaware)
948		Control Components Japan
545		Detroit Broach & Machine Corporation
551		Diamond Blower Company Limited
		Diamond Canapower Ltd.
518		Diamond Power lmportacao e Exportacao Ltda.
144		Diamond Power Korea Inc.
526		Diamond Power Specialty (Japan) Ltd.
558		Diamond Power Specialty (Proprietary) Limited
546		Diamond Power Specialty Corporation (Delaware)
		Diamond Power Speciality Corporation (Ohio)
529		Diamond Power Specialty GmbH
1990		DPS Berkeley, LLC
1996		DPS Lowell Cogen, LLC
1991		DPS Michigan, LLC
1994		DPS Mojave, LLC
1998		DPS Sabine, LLC
332		Ebensburg Energy, Inc.
397		Ejendomsaktieselskabet Falkevej2
968		EPC Business Trust
919		Especialidades Termomecanicas, S.A. de C.V.


*Reference ID*		*Name*
550		Ferry-Diamond Engineering Company Limited
928		Fibras Ceramicas C.A.
509		Fibras Ceramicas, Inc.
547		Globe Steel Tubes Corporation
		Greer Land Co.
		Holmes Insulations Limited
2001		Ivey-Cooper Services, L.L.C.
941		lsolite Babcock Refractories Company, Ltd.
927		lsolite Eastern Union Refractories Co., Ltd.
920		KBW Gasification Systems, Inc.
512		LT Produkter i Skutskar AB
938		Maine Power Services
345		McDermott Heat Transfer Company
344		McDermott Productos Industriales de Mexico, S.A. de C.V.
946		Medidores Bailey, S.A. de C.V.
942		Morganite Ceramic Fibres Limited
943		Morganite Ceramic Fibres Pty. Limited
944		Morganite Ceramic Fibres S. A.
544		National Ecology (Alabama) Incorporated
575		National Ecology (Utah) Incorporated
540		National Ecology Company
976		Nooter/Eriksen - Babcock & Wilcox, L.L.C.
933		North American CWF Partnership
9989		North Branch Power Company L.P.
971		North County Operations Associates
501		North County Recycling, Inc.
1153		P. T. Heat Exchangers Indonesia
934		Palm Beach Energy Associates
		Piedmont Tool Machine Company
581		Power Systems Sunnyside Operations GP, Inc.
583		Power Systems Sunnyside Operations LP, Inc.
508		Productos de Caolin, Inc.
577		PSO Caribbean, Inc.
932		South Point CWF
556		Sunland Construction Co., Inc.
988		Sunnyside Cogeneration Associates
582		Sunnyside II, Inc.
992		Sunnyside II, L.P
303		Sunnyside Ill, Inc.
993		Sunnyside Operations Associates L.P.
571		Termobloc Industria E Comercio Ltda.
953		Thermax Babcock & Wilcox Limited
502		TLT - Babcock, Inc.
1152		W.E. Smith Hudson Pty. Ltd.

Schedule 1.1(l)

SpinCo Subsidiaries


*Reference ID*	*Name*	*Jurisdiction*	*Formation*
	Adtec AB
553	Americon Equipment Services, Inc.	Delaware	12/3/1985
554	Americon, Inc.	Delaware	3/29/1985
127	B&W de Panama, Inc.	Panama	3/5/1986
2075	B&W PGG Luxembourg Canada Holdings SARL	Luxembourg	11/21/2013
2054	B&W PGG Luxembourg Finance SARL	Luxembourg	11/15/2011
2053	B&W PGG Luxembourg Holdings SARL	Luxembourg	11/15/2011
555	Babcock & Wilcox Construction Co., Inc.	Delaware	3/29/1985
2107	Babcock & Wilcox Monterrey Finance SARL	Luxembourg	12/5/2014
2011	Babcock & Wilcox de Monterrey S.A. de C.V.	Mexico	9/16/2009
327	Babcock & Wilcox Ebensburg Power, LLC	Delaware	12/2/1986
302	Babcock & Wilcox Equity Investments, LLC	Delaware	12/10/1984
2080	Babcock & Wilcox Global Sales & Services - Chile SpA	Chile	5/19/2014
2081	Babcock & Wilcox Global Sales & Services SARL	Luxembourg	3/19/2014
2114	Babcock & Wilcox Holdings, Inc.	Delaware	4/20/2015
2028	Babcock & Wilcox India Holdings, Inc.	Delaware	3/4/2010
598	Babcock & Wilcox India Private Limited	India	2/3/1999
126	Babcock & Wilcox International Investments Co., Inc.	Panama	10/23/1985
530	Babcock & Wilcox International Sales and Service Corporation	Delaware	9/27/1973
541	Babcock & Wilcox International, Inc.	Delaware	5/20/1981
2072	Babcock & Wilcox Power Generation Group Canada Corp.	Nova Scotia	11/27/2013
500	Babcock & Wilcox Power Generation Group, Inc.	Delaware	12/16/1977
595	Babcock & Wilcox Technology, Inc.	Delaware	3/6/1997
599	Babcock & Wilcox Volund A/S	Denmark	11/22/1999
2113	Dampkraft Insurance Company	South Carolina	4/14/2015
1988	Delta Power Services, LLC	Delaware	3/1/2001
766	Diamond Operating Co., Inc.	Delaware	3/1/2002
1572	Diamond Power Australia Holdings, Inc.	Delaware	9/3/2002
1984	Diamond Power Central & Eastern Europe s.r.o.	Czech Republic	3/25/2008
1573	Diamond Power China Holdings, Inc.	Delaware	9/3/2002
521	Diamond Power do Brasil Limitada	Brazil	2/13/1998
1574	Diamond Power Equity Investments, Inc.	Delaware	9/3/2002


*Reference ID*	*Name*	*Jurisdiction*	*Formation*
525	Diamond Power Finland OY	Finland	3/14/1985
504	Diamond Power Germany GmbH	Germany	10/30/2001
597	Diamond Power International, Inc.	Delaware	3/6/1997
949	Diamond Power Machine (Hubei) Co., Inc.	China	4/20/2004
1908	Diamond Power Services S.E.A. Ltd.	Thailand	2/22/2000
522	Diamond Power Specialty (Proprietary) Limited	Republic of South Africa	4/29/1998
523	Diamond Power Specialty Limited	United Kingdom	3/5/1913
524	Diamond Power Sweden AB	Sweden	3/2/1965
2079	DPS Anson, LLC	Delaware	1/15/2014
2044	DPS Berlin, LLC	Delaware	2/24/2011
1997	DPS Cadillac, LLC	Delaware	2/17/2006
1995	DPS Florida, LLC	Delaware	10/25/2005
1993	DPS Gregory, LLC	Delaware	11/10/2004
1992	DPS Mecklenburg, LLC	Delaware	9/27/2004
9999	DPS Piedmont, LLC	Delaware	6/29/2010
2082	Ebensburg Energy, LLC	Delaware	3/27/2014
967	Ebensburg Investors Limited Partnership	Pennsylvania	3/26/1992
331	Ebensburg Power Company	Pennsylvania	12/9/1986
	Gotaverken Emission Techology AB
2027	Gotaverken Milijo AB	Sweden	12/3/2003
2055	Loibl Allen-Sherman Hoff GmbH	Germany	12/16/1993
2104	MEGTEC Acquisition, LLC	Delaware	8/8/2008
2097	MEGTEC Energy & Environmental LLC	Delaware	4/22/2008
2092	MEGTEC Environmental Limited	United Kingdom	12/12/2003
2100	MEGTEC Europe Cooperatief U.A.	Netherlands	8/20/2008
2083	MEGTEC Holdings, Inc.	Delaware	8/8/2008
2089	MEGTEC IEPG BV	Netherlands
2103	MEGTEC India Holdings, LLC	Delaware	4/22/2008
2101	MEGTEC PPG BV	Netherlands	9/17/2008
2091	MEGTEC Systems AB	Sweden	8/8/1970
2095	MEGTEC Systems Amal AB	Sweden	7/17/2001
2098	MEGTEC Systems Australia, Inc.	Delaware	1/12/1999
2087	MEGTEC Systems India Private Ltd.	India	12/19/2005
2094	MEGTEC Systems Limited	United Kingdom	9/17/2008
2093	MEGTEC Systems S.A.S.	France	11/23/1974
2086	MEGTEC Systems Shanghai Ltd.	China
2096	MEGTEC Systems, Inc.	Delaware	7/7/1997
2085	MEGTEC Thermal Energy & Environmental Technology (Shanghai), LTD.	China


*Reference ID*	*Name*	*Jurisdiction*	*Formation*
2088	MEGTEC TurboSonic Inc.	Ontario	7/1/2000
2099	MEGTEC TurboSonic Technologies, Inc.	Delaware	4/14/1961
2101	MTS Asia, Inc.	Delaware	6/17/2001
2090	MTS Environmental GmbH	Germany	2/27/2008
1989	O&M Holding Company	Delaware	6/26/2008
707	P.T. Babcock & Wilcox Asia	Indonesia	8/24/2000
534	Palm Beach Resource Recovery Corporation	Florida	10/26/1984
560	Power Systems Operations, Inc.	Delaware	10/22/1985
568	Revloc Reclamation Service, Inc.	Delaware	7/2/1990
2013	Servicios de Fabricacion de Valle Soleado, S.A. de C.V.	Mexico	7/31/2009
2012	Servicios Profesionales de Valle Soleado, S.A. de C.V.	Mexico	7/31/2009
767	SOFCo - EFS Holdings LLC	Delaware	2/22/2002

EXHIBIT II - EXISTING REINSURANCE AGREEMENTS

Reinsurance Agreement (agreement # 22004)

Creole Insurance Company, Ltd.

Insurance Company of North America

McDermott Incorporated Et AI.

6/1/1975

Reinsurance Agreement

Creole Insurance Company, Ltd.

Insurance Company of North America

4/1/1977

Reinsurance Agreement

Creole Insurance Company, Ltd.

Insurance Company of North America

4/1/1977

Reinsurance Agreement

Creole Insurance Company, Ltd.

Insurance Company of North America

INA of Texas

4/1/1978

Reinsurance Agreement

Creole Insurance Company, Ltd.

Insurance Company of North America

4/1/1978

Reinsurance Agreement

Creole Insurance Company, Ltd.

Insurance Company of North America

INA of Texas

4/1/1979

Reinsurance Agreement

Creole Insurance Company, Ltd.

Insurance Company of North America

INA of Texas

4/1/1979

Reinsurance Agreement

Creole Insurance Company, Ltd.

Insurance Company of North America

INA of Texas

4/1/1980

Reinsurance Agreement

Creole Insurance Company, Ltd.

Insurance Company of North America

INA of Texas

4/1/1980

Reinsurance Agreement

Creole Insurance Company, Ltd.

Insurance Company of North America

4/1/1982

Addendum Number Five to Reinsurance Agreement effective 4/1/1982

Creole Insurance Company, Ltd.

Insurance Company of North America

4/1/1983

Addendum Number Six to Reinsurance Agreement effective 4/1/1982

Creole Insurance Company, Ltd.

Insurance Company of North America

4/1/1984

Addendum Number Seven to Reinsurance Agreement effective 4/1/1982

Creole Insurance Company, Ltd.

Insurance Company of North America

4/1/1985

Reinsurance Agreement

Creole Insurance Company, Ltd.

Insurance Company of North America

4/1/1986

Reinsurance Agreement

Creole Insurance Company, Ltd.

Insurance Company of North America

4/1/1987

Reinsurance Agreement

Creole Insurance Company, Ltd.

CIGNA Insurance Company

4/1/1987

Reinsurance Agreement

Creole Insurance Company, Ltd.

Insurance Company of North America

4/1/1988

Reinsurance Agreement

Creole Insurance Company, Ltd.

CIGNA Insurance Company

4/1/1988

Trust Agreement

Creole Insurance Company, Ltd.

Pacific Employers Insurance Company

Morgan Guaranty Trust Company of New York

6/24/1988

Reinsurance Agreement

Creole Insurance Company, Ltd.

Insurance Company of North America

4/1/1989

Reinsurance Agreement

Creole Insurance Company, Ltd.

Insurance Company of North America

4/1/1990

Reinsurance Agreement

Creole Insurance Company, Ltd.

Insurance Company of North America

4/1/1990

Reinsurance Agreement

Creole Insurance Company, Ltd.

CIGNA Insurance Company

4/18/1990

Reinsurance Agreement - Addendum I

Creole Insurance Company, Ltd.

CIGNA Insurance Company

4/19/1990

Reinsurance Agreement

Creole Insurance Company, Ltd.

Insurance Company of North America

4/1/1991

Reinsurance Agreement

Creole Insurance Company, Ltd.

Insurance Company of North America

4/1/1991

Reinsurance Agreement

Creole Insurance Company, Ltd.

Insurance Company of North America

Pacific Employers Insurance Company

4/1/1992

Reinsurance Agreement

Creole Insurance Company, Ltd.

Insurance Company of North America

Pacific Employers Insurance Company

4/1/1993

Reinsurance Agreement

Creole Insurance Company, Ltd.

Insurance Company of North America

Pacific Employers Insurance Company

4/1/1994

Reinsurance Agreement

Creole Insurance Company, Ltd.

CIGNA Insurance Company of Texas

4/1/1994

Workers Compensation Residual Market Assessments Captive Programs

Creole Insurance Company, Ltd.

CIGNA Insurance Company of Texas

4/1/1994

Reinsurance Agreement

Creole Insurance Company, Ltd.

CIGNA Insurance Company

4/1/1995

Agreement for Workers Compenstion Redsidual Market Assessments Captive Programs

Creole Insurance Company, Ltd.

CIGNA Insurance Company

4/1/1995

Reinsurance Agreement

Creole Insurance Company, Ltd.

CIGNA Insurance Company

Indemnity Insurance Company of North America

CIGNA Insurance Company of Canada

4/1/1995

Reinsurance Agreement

Creole Insurance Company, Ltd.

Bankers Standard Insurance Company

4/1/1995

Workers Compensation Residual Market Assessments 1995 Captive Programs

Creole Insurance Company, Ltd.

Bankers Standard Insurance Company

4/1/1995

Reinsurance Agreement

Creole Insurance Company, Ltd.

Indemnity Insurance Co. of N.A.

CIGNA Insurance Company

CIGNA Insurance Company of Canada

4/1/1995

Addendum I to Reinsurance Agreement

Creole Insurance Company, Ltd.

Indemnity Insurance Company of North America

CIGNA Insurance Company

CIGNA Insurance Company of Canada

4/1/1996

Reinsurance Agreement

Creole Insurance Company, Ltd.

Indemnity Insurance Co. of N.A.

CIGNA Insurance Company

CIGNA Insurance Company of Canada

Pacific Employers Insurance Company

4/1/1997

EXHIBIT III – REMAINCO ENTITIES

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

Schedule 1.1(b)

Designated RemainCo Entities


*Reference ID*		*Name*
2037		American Centrifuge Manufacturing, LLC
460		B&W Energy Investments, Inc.
950		B&W Fuel Company
535		B&W Fuel, Inc.
537		B&W Nuclear Service Company
960		B&W Nuclear Service Company
536		B&W Nuclear, Inc.
381		B&W Special Projects, Inc.
569		B&W Triso Corporation
573		B&W/OHM Weldon Spring, Inc.
565		Babcock & Wilcox Government Services Company
1999		Babcock & Wilcox Michoud Operations, LLC
2010		Babcock & Wilcox Modular Nuclear Energy, LLC
2007		Babcock & Wilcox Nevada, LLC
2018		Babcock & Wilcox Nuclear Services (U.K.) Limited
945		Babcock-Brown Boveri Reaktor GmbH
2000		BCE Parts Ltd.
		Burlington Niche Services Ltd.
0589		BWXT Hanford Company
0382		BWXT of Idaho, Inc.
0592		BWXT of Ohio, Inc.
590		BWXT Protec, Inc.
1973		C3 Nuclear Limited
0975		Columbia Basin Ventures, LLC
321		Conam Nuclear, Inc.
1914		CTR Solutions, LLC
0930		DM Petroleum Operations Company
961		Enserch Environmental Management Company, Inc.
461		International Disarmament Corporation
2030		Isotek Systems, LLC
		Nuclear Materials and Equipment Corporation
2057		Nuclear Production Partners, LLC
958		Olin Pantex Inc.
0973		Rocky Flats Technical Associates, Inc.
1980		Savannah River Alliance LLC
2008		Savannah River Tactical Services LLC
570		Triso
2040		Tubesolve Ltd.

Schedule 1.1(e)

RemainCo Subsidiaries


*Reference ID*	*Name*	*Jurisdiction*	*Formation*
2058	B&W NE Luxembourg SARL	Luxembourg	6/7/2012
2046	B&W Nuclear Maintenance Services, Inc.	Delaware	3/23/2011
532	Babcock & Wilcox Canada Ltd.	Ontario	6/5/1922
2049	Babcock & Wilcox Commercial Power, Inc.	Delaware	6/15/2011
2014	Babcock & Wilcox Conversion Services, LLC	Delaware	7/14/2009
2002	Babcock & Wilcox Intech, Inc.	Tennessee	7/29/1994
2048	Babcock & Wilcox International Technical Services, Inc.	Delaware	6/1/2011
380	Babcock & Wilcox Investment Company	Delaware	7/12/1990
2042	Babcock & Wilcox Modular Reactors LLC	Delaware	12/21/2010
2056	Babcock & Wilcox mPower, Inc.	Delaware	1/11/2012
2071	Babcock & Wilcox NOG Technologies, Inc.	Delaware	6/12/2013
2059	Babcock & Wilcox Nuclear Energy Europe SAS	France	7/5/2012
1967	Babcock & Wilcox Nuclear Energy, Inc.	Delaware	5/23/2007
1974	Babcock & Wilcox Nuclear Operations Group, Inc.	Delaware	11/20/2007
1961	Babcock & Wilcox Technical Services (U.K.) Limited	United Kingdom	12/19/2006
1970	Babcock & Wilcox Technical Services Clinch River, LLC	Delaware	5/16/2007
572	Babcock & Wilcox Technical Services Group, Inc.	Delaware	12/11/1991
587	Babcock & Wilcox Technical Services Savannah River Company	Delaware	9/1/1995
596	Babcock & Wilcox Government and Nuclear Operations, Inc.	Delaware	3/19/1997
2035	BWSR, LLC	Delaware	5/19/2010
3088	BWXT Canada Holdings Corp.	Nova Scotia	5/12/2015
580	BWXT Federal Services, Inc.	Delaware	10/13/1994
3087	BWXT Foreign Holdings, LLC	Delaware	4/20/2015
1576	BWXT Washington, Inc.	Delaware	9/29/2004
710	BWXT Y – 12, LLC	Delaware	4/20/2000
189	Creole Insurance Company, Ltd.	South Carolina	6/7/1973
2062	Generation mPower Canada Ltd	Saskatchewan	10/17/2012
2043	Generation mPower LLC	Delaware	12/16/2010
2009	Idaho Treatment Group, LLC	Delaware	12/22/2008
2003	Intech International, Inc.	Ontario	12/17/1997
2110	Kansas City Advanced Manufacturing, LLC	Delaware	1/27/2015
1968	Marine Mechanical Corporation	Delaware	2/3/1994
2005	NFS Holdings, Inc.	Delaware	9/25/2007


*Reference ID*	*Name*	*Jurisdiction*	*Formation*
2004	NOG-Erwin Holdings, Inc.	Delaware	7/30/2008
2006	Nuclear Fuel Services, Inc.	Delaware	9/25/2007
2029	The Babcock & Wilcox Company	Delaware	3/8/2010

Exhibit 10.7

EXECUTION VERSION

NOVATION AND ASSUMPTION AGREEMENT

by and among

THE BABCOCK & WILCOX COMPANY,

a Delaware corporation,

and

BABCOCK & WILCOX ENTERPRISES, INC.,

a Delaware corporation,

and

DAMPKRAFT INSURANCE COMPANY, a South Carolina corporation

and

CREOLE INSURANCE COMPANY, a South Carolina corporation,

RECITALS

THIS NOVATION AND ASSUMPTION AGREEMENT (the “ Agreement ”), is entered into and effective as of June 19, 2015 (the “ Effective Date ”) by and among THE BABCOCK & WILCOX COMPANY, a Delaware corporation (“ RemainCo ”), BABCOCK & WILCOX ENTERPRISES, INC., a Delaware corporation (“ SpinCo ”), CREOLE INSURANCE COMPANY, a South Carolina corporation (“ Creole ”), and DAMPKRAFT INSURANCE COMPANY, LTD., a South Carolina corporation (“ Dampkraft ”) and, solely with respect to Sections 2(a)(ii) and 2(c)(ii), respectively, the other RemainCo Entities signatory hereto and the other SpinCo Entities signatory hereto.

WHEREAS , Creole has issued the Existing Policies to one or more RemainCo Entities and one or more SpinCo Entities;

WHEREAS , pursuant to the Existing Policies, Creole is obligated, among other things, to pay or reimburse RemainCo Entities and/or SpinCo Entities for certain obligations;

WHEREAS , SpinCo, prior to the Separation, is a wholly owned Subsidiary of RemainCo;

WHEREAS , RemainCo intends to spin-off SpinCo from RemainCo through a dividend of common stock of SpinCo to the shareholders of RemainCo (the “ Separation ”);

WHEREAS , in connection with the Separation, Creole desires to transfer and Dampkraft desires to assume any Transferable Creole Policies insofar as such policies relate to SpinCo Entities;

WHEREAS , RemainCo and SpinCo are parties, together with ACE American Insurance Company and certain of its affiliates (collectively, “ ACE ”) to a certain Assumption and Loss Allocation Agreement (the “ ALAA ”) that, among other things, assists in effecting the Separation by identifying certain RemainCo Obligations and certain SpinCo Obligations and allocating liability and responsibility therefor;

WHEREAS , certain of the liabilities of RemainCo and/or SpinCo and their respective Affiliates that are insured by the Existing Policies under this Agreement are RemainCo Obligations and/or SpinCo Obligations under the ALAA, and the parties desire that the allocation of liability in this Agreement conform to that in the ALAA insofar as such overlap may exist; and

WHEREAS , each of RemainCo and SpinCo, each for itself and for its respective Subsidiaries, is willing to consent to the transfer, assumption, and novation of the matters set forth herein, subject to the terms and conditions of this Agreement.

NOW , THEREFORE , in consideration of the mutual promises set out herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions . The following terms used herein, including in the recitals and Exhibits hereto, shall have the following meanings:

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

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

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

“ Assumption Time ” means the time at which the Separation is effective on the Effective Date.

“ Dampkraft Assumption and Novation ” has the meaning set forth in Section 2(a)(i).

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

“ Existing Policies ” means the Transferable Creole Policies and the Wholly Retained Creole Policies.

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“ Insured SpinCo Obligation ” means an obligation of Creole or Dampkraft under the Existing Policies that arises from an obligation, (a) to any insurance company that is an Obligation of a SpinCo Entity or (b) to ACE or its Affiliates that is a SpinCo Obligation under the ALAA.

“ Insured RemainCo Obligation ” means an obligation of Creole under the Existing Policies that arises from an obligation, (a) to any insurance company that is an Obligation of a RemainCo Entity or (b) to ACE or its Affiliates that is an RemainCo Obligation under the ALAA.

“ Insurer ,” as a noun in reference to one or more insurance policies, means the Person identified in such policy or policies as the insurer.

“ Loss Portfolio ” means (a) all of the accumulated reserves (actual and incurred but not reported) which Creole holds in respect of its liabilities (actual and contingent) under the Transferable Creole Policy, (b) the unearned premium reserve with respect to each Transferable Creole Policy, (c) the other liabilities (comprising accounts payable, accrued expenses and loss payables) and (d) an amount as agreed upon between Creole and Dampkraft with respect to a loss deterioration reserve under the Transferable Creole Policy.

“ Master Separation Agreement ” means a Master Separation Agreement to be entered into between RemainCo and SpinCo in connection with the Separation.

“ Parties ” means RemainCo, SpinCo, Dampkraft and Creole collectively (and each individually is a “Party”).

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

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

“ RemainCo Obligations ” shall have the meaning ascribed to such term in the ALAA and shall be interpreted under this Agreement to conform to interpretations under the ALAA.

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

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

“ SpinCo Obligations ” shall have the meaning ascribed to such term in the ALAA and shall be interpreted under this Agreement to conform to interpretations under the ALAA.

“ Transferable Creole Policy ” means each insurance policy issued prior to the date hereof by Creole on which an SpinCo Entity is named or otherwise identified as an insured (including without limitation by being within a generic description such as “Affiliates” or “Subsidiaries”).

“ Transferred Dampkraft Policy ” means, as to any Transferable Creole Policy after the Assumption Time and giving effect to this Agreement, the aggregate of all rights, duties, and obligations of Dampkraft with respect to the SpinCo Entities that were, prior to the Assumption Time, Insureds of Creole under such Transferable Creole Policy

“ Wholly Retained Creole Policy ” means an insurance policy issued by Creole to one or more RemainCo Entities (and possibly others) that is not a Transferable Creole Policy.

2. Assumption .

(a) Dampkraft Assumption and Novation . Notwithstanding anything in any Transferable Creole Policy to the contrary, and effective as of the Assumption Time, Creole hereby transfers and assigns, and Dampkraft hereby assumes by novation, (x) so much of each Transferable Creole Policy as relates to SpinCo or any SpinCo Entity as an Insured thereunder; and (y) any and all rights and obligations of Creole under any of the Existing Policies that arise from Insured SpinCo Obligations. In connection with and implementation of such transfer, assignment, and novation:

(i) Dampkraft hereby agrees to observe, pay, perform, satisfy, fulfill and discharge any and all now existing and hereafter arising duties, terms, provisions, covenants, obligations and liabilities of Creole under the Transferable Creole Policies and with respect to the Insured SpinCo Obligations, both insofar as transferred above (the “ Dampkraft Assumption and Novation ”); and

(ii) Each SpinCo Entity that is a signatory hereto hereby consents to, and agrees to give full force and effect to, the Dampkraft Assumption and Novation. From and

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after the Assumption Time, Dampkraft and not Creole shall be treated as the applicable SpinCo Entity’s contractual counterparty with respect to the contracts and mutual rights and obligations subject to the Dampkraft Assumption and Novation. Without limitation, each SpinCo Entity:

may enforce against Dampkraft its rights under the Transferable Creole Policies or with respect to any Insured SpinCo Obligation to the same extent such Person could, prior to the Dampkraft Assumption and Novation, enforce such rights against Creole, and

shall perform for the benefit of Dampkraft any obligation under the Transferable Creole Policies or with respect to any Insured SpinCo Obligation to the same extent such Person was obligated, prior to the Dampkraft Assumption and Novation, to perform such obligations for the benefit of Creole, and

releases Creole from its obligation to observe, pay, perform, satisfy, fulfill or discharge any obligations under any Transferable Creole Policy or with respect to any Insured SpinCo Obligation.

(iii) With respect to each Transferable Creole Policy that is subject to the Dampkraft Assumption and Novation, the aggregate of rights, duties, and obligations set forth in subsections (a)(i) and (a)(ii) above shall be treated as the Transferred Dampkraft Policy relating to such Transferable Creole Policy.

(b) No Transfer or Novation of Insured RemainCo Obligations to SpinCo Entities . Except to the extent that the Wholly Retained Creole Policies are determined to cover Insured SpinCo Obligations notwithstanding the absence of any SpinCo Entity as an Insured thereunder, the Wholly Retained Creole Policies are not novated or otherwise affected by the Dampkraft Assumption and Novation. The Transferable Creole Policies are novated to Dampkraft as set forth above only to the extent that one or more SpinCo Entities is an insured thereunder. To the extent that RemainCo Entities are insureds under the Transferable Creole Policies, the Parties acknowledge that Creole and not Dampkraft shall continue to observe, pay, perform, satisfy, fulfill and discharge any and all now existing and hereafter arising duties, terms, provisions, covenants, obligations and liabilities of the Insurer under the Transferable Creole Policies. The Parties further acknowledge that Creole and not Dampkraft shall continue to observe, pay, perform, satisfy, fulfill and discharge any and all now existing and hereafter arising duties, terms, provisions, covenants, obligations and liabilities of the Insurer with respect to the Insured RemainCo Obligations.

(c) No Effect on Aggregate Limits of Liability . For the avoidance of doubt, it is understood and agreed that the aggregate liability of Creole and Dampkraft, taken together, is not intended to be, and shall be deemed not to be, increased by implementation of this Agreement. In particular, and without limitation, to the extent that any Transferable Creole Policy contains an aggregate limit of liability, that aggregate limit of liability shall, after the

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Assumption Time, apply as a single, joint aggregate limit of liability as between (i) the resulting Transferred Dampkraft Policy and (ii) the portions of the Transferable Creole Policy that are retained pursuant to Section 2(b) above. Disputes as to priority of claims and/or allocation of the single, joint aggregate limit of liability shall be resolved pursuant to Section 12 hereof.

(d) Transfer of Assets . In consideration of Dampkraft’s agreement to assume and discharge Creole’s obligations under each Transferable Creole Policy, Creole agrees to transfer to Dampkraft no later than 30 days after the Effective Date all of the assets, liabilities, rights and obligations comprising the aggregate value of the Loss Portfolio.

3. Amendments . Neither this Agreement nor any provision hereof may be amended, changed, waived, discharged or terminated except by a written instrument signed by each Party.

4. Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Neither this Agreement nor any right or obligation hereunder may be assigned or conveyed by any Party without the prior written consent of the other Parties, which consent shall not be unreasonably withheld.

5. No Waiver . The failure or refusal by any Party to exercise any rights granted hereunder shall not constitute a waiver of such rights or preclude the subsequent exercise thereof, and no oral communication shall be asserted as a waiver of any such rights hereunder unless such communication shall be confirmed in a writing plainly expressing an intent to waive such rights and signed by the Party against whom such waiver is asserted.

6. Counterparts . This Agreement may be executed in any number of counterparts each of which when so executed and delivered shall constitute an original, but such counterparts together shall constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by facsimile or email transmission shall constitute effective execution and delivery of this Agreement as to the Parties and may be used in lieu of the original Agreement for all purposes. Signatures of the Parties and other Persons signatory hereto transmitted by facsimile or email shall be deemed to be their original signatures for all purposes.

7. No Third Party Beneficiary . This Agreement shall not be deemed to give any right or remedy to any third party whatsoever unless otherwise specifically granted hereunder.

8. Parties’ Representations . As of the Effective Date, each of the Parties expressly represents on its own behalf: (a) it is an entity in good standing in its jurisdiction of organization; (b) it has all requisite corporate power and authority to enter into this Agreement, and to perform its obligations hereunder; (c) the execution and delivery by it of this Agreement, and the performance by it of its obligations under this Agreement, have been duly authorized by all necessary corporate or other action; (d) this Agreement, when duly executed and delivered by it, and subject to the due execution and delivery hereof by the other Parties, will be a valid and binding obligation of it, enforceable against it, its successors and permitted assigns, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equity

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principles; (e) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby in accordance with the respective terms and conditions hereof will not (i) violate any provision of its Organizational Documents, (ii) violate any applicable order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against it, or binding upon it, or any agreement with, or condition imposed by, any governmental or regulatory body, foreign or domestic, binding upon it as of the date hereof, or (iii) violate any agreement, contract, obligation, promise or undertaking that is legally binding and to which it is a party or by which it is bound; and (f) the signatory hereto on behalf of it is duly authorized and legally empowered to enter into this Agreement on its behalf.

9. Notices . Any and all notices, requests, approvals, authorizations, consents, instructions, designations and other communications that are required or permitted to be given pursuant to this Agreement shall be in writing and may be given either by personal delivery, first class prepaid post (airmail if to another country) or by a recognized overnight delivery service to the following address, or to such other address and recipient as such Party may have notified in accordance with the terms of this section as being its address or recipient for notification for the purposes of this Agreement:


If to Dampkraft:	Dampkraft Insurance Company, c/o Babcock & Wilcox
or any SpinCo Entity:	Enterprises, Inc.
	13024 Ballantyne Corporate Place, Suite 700
	Charlotte, North Carolina 28277
	Attention:	Senior Manager - Insurance (with copy to General Counsel)
	Telephone:	(704) 625.4888
	Facsimile:	(704) 625.4910
	Electronic Mail:	rmrozelle@babcock.com

If to Creole:	Creole Insurance Company
or any RemainCo Entity:
	Creole Insurance Company, c/o The Babcock & Wilcox Company, Inc.
	11525 North Community House Road
	Suite 600
	Charlotte, NC 28277
	Attention:	Chief Risk Officer
		(with copy to General Counsel)
	Telephone:	(980) 365.4181
	Facsimile:	(980) 365-4020
	Electronic Mail:	tkfischer@bwxt.com

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

(A)

upon personal delivery; or

(B)

upon receipt if sent by mail or overnight courier.

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

11. Entire Agreement . THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT AMONG ALL OF THE PARTIES WITH RESPECT TO THE TRANSFERS, ASSUMPTIONS, AND NOVATIONS DESCRIBED HEREIN AND SUPERSEDES ALL OTHER PRIOR AGREEMENTS AND UNDERSTANDINGS, BOTH WRITTEN AND ORAL, WITH RESPECT TO THE SUBJECT MATTER HEREOF. SOLELY FOR INTERPRETATION PURPOSES, THE PARTIES ACKNOWLEDGE THAT THIS AGREEMENT IS INTENDED TO BE READ TOGETHER WITH THE ALAA, AND THE PARTIES FURTHER ACKNOWLEDGE THE CONTROLLING NATURE OF THE ALAA WITH RESPECT TO DISPUTE RESOLUTION, AS SET FORTH IN THE FOLLOWING PARAGRAPH.

12. Dispute Resolution . Any and all disputes arising out of this Agreement shall be resolved in accordance with the procedures set for in Section V of the Master Separation Agreement. Issues as to whether a given obligation is an Insured SpinCo Obligation or an Insured RemainCo Obligation shall be resolved as set forth in the ALAA, which resolution shall be binding for all purposes of this Agreement. Any such assertions may be made, to the extent appropriate, in connection with the dispute resolution under the ALAA but may not be made as a basis for challenging such resolution.

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

14. Rules of Construction . The definitions of terms used herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified, (b) any reference herein to any law shall be construed as referring to such law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time, (c) any reference herein to any Person shall be construed to include such Person’s

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successors and assigns (subject to the restrictions contained herein), (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) with respect to the determination of any time period, the word “from” means “from and including” and the word “to” means “to and including” and (f) any reference herein to Articles, Sections and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits to, this Agreement. No provision of this Agreement shall be interpreted or construed against any Person solely because such Person or its legal representative drafted such provision.

[Remainder of Page Intentionally Left Blank]

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


THE BABCOCK & WILCOX COMPANY

By:		/s/ David S. Black
Name:		David S. Black
Title:		Vice President & Chief Accounting Officer

CREOLE INSURANCE COMPANY

By:		/s/ David S. Black
Name:		David S. Black
Title:		Vice President and Treasurer

BABCOCK & WILCOX ENTERPRISES, INC.

By:		/s/ Jenny L. Apker
Name:		Jenny L. Apker
Title:		Senior Vice President and Chief Accounting Officer

DAMPKRAFT INSURANCE COMPANY

By:		/s/ Jenny L. Apker
Name:		Jenny L. Apker
Title:		Vice President and Treasurer

ACKNOWLEDGED AND AGREED FOR PURPOSES OF SECTION 2:


SPINCO ENTITIES :

ADTEC AB

By:		/s/ Mohit Uberoi
Name:		Mohit Uberoi
Title:		Authorized Signatory

B&W PGG LUXEMBOURG CANADA HOLDINGS SARL

B&W PGG LUXEMBOURG FINANCE SARL

B&W PGG LUXEMBOURG HOLDINGS SARL

BABCOCK & WILCOX MONTERREY FINANCE SARL

By:		/s/ David S. Black
Name:		David S. Black
Title:		Type A Manager

By:		/s/ Andrej Grossman
Name:		Andrej Grossman
Title:		Type B Manager


AMERICON EQUIPMENT SERVICES, INC.
AMERICON, INC.

B&W DE PANAMA, INC.

BABCOCK & WILCOX CONSTRUCTION CO., INC.

BABCOCK & WILCOX DE MONTERREY S.A. DE C.V.

BABCOCK & WILCOX EBENSBURG POWER, LLC

BABCOCK & WILCOX EQUITY INVESTMENTS, LLC

BABCOCK & WILCOX INDIA HOLDINGS, INC.

BABCOCK & WILCOX INTERNATIONAL INVESTMENTS CO., INC.

BABCOCK & WILCOX INTERNATIONAL SALES AND SERVICE CORPORATION

BABCOCK & WILCOX INTERNATIONAL, INC.

BABCOCK & WILCOX POWER GENERATION GROUP CANADA CORP.

BABCOCK & WILCOX VOLUND A/S
DELTA POWER SERVICES, LLC

By:		/s/ Jenny L. Apker
Name:		Jenny L. Apker
Title:		Treasurer


DIAMOND OPERATING CO., INC.

DIAMOND POWER AUSTRALIA HOLDINGS, INC.

DIAMOND POWER CHINA HOLDINGS, INC.

DIAMOND POWER EQUITY INVESTMENTS, INC.

DIAMOND POWER INTERNATIONAL, INC.

DPS ANSON, LLC

DPS BERLIN, LLC

DPS CADILLAC, LLC

DPS FLORIDA, LLC

DPS GREGORY, LLC

DPS MECKLENBURG, LLC

DPS PIEDMONT, LLC

EBENSBURG ENERGY, LLC

MEGTEC ACQUISITION, LLC

MEGTEC ENERGY & ENVIRONMENTAL LLC

BABCOCK & WILCOX

MEGTEC HOLDINGS, INC.

MEGTEC INDIA HOLDINGS, LLC

MEGTEC SYSTEMS AUSTRALIA, INC.
MEGTEC SYSTEMS, INC.

By:		/s/ Jenny L. Apker
Name:		Jenny L. Apker
Title:		Treasurer


MEGTEC TURBOSONIC TECHNOLOGIES, INC.

MTS ASIA, INC.

O&M HOLDING COMPANY

PALM BEACH RESOURCE RECOVERY CORPORATION

POWER SYSTEMS OPERATIONS, INC.

REVLOC RECLAMATION SERVICE, INC.

SERVICIOS DE FABRICACION DE VALLE SOLEADO, S.A. DE C.V.

SERVICIOS PROFESIONALES DE VALLE SOLEADO, S.A. DE C.V.

SOFCO – EFS HOLDINGS LLC

By:		/s/ Jenny L. Apker
Name:		Jenny L. Apker
Title:		Treasurer

BABCOCK & WILCOX GLOBAL SALES & SERVICES – CHILE SPA

By:		/s/ Mark S. Low
Name:		Mark S. Low
Title:		Director

BABCOCK & WILCOX GLOBAL SALES & SERVICES SARL

By:		/s/ David S. Black
Name:		David S. Black
Title:		Type A Manager

By:		/s/ Mark S. Low
Name:		Mark S. Low
Title:		Type B Manager


BABCOCK & WILCOX HOLDINGS, INC.

By:		/s/ Jenny L. Apker
Name:		Jenny L. Apker
Title:		Senior Vice President and Chief Financial Officer

BABCOCK & WILCOX POWER GENERATION GROUP, INC.

BABCOCK & WILCOX TECHNOLOGY, LLC

DAMPKRAFT INSURANCE COMPANY

By:		/s/ Jenny L. Apker
Name:		Jenny L. Apker
Title:		Vice President and Treasurer

DIAMOND POWER CENTRAL & EASTERN EUROPE S.R.O.

By:		/s/ Juha K. Mustonen
Name:		Juha K. Mustonen
Title:		Managing Director

By:		/s/ Maurice J. Barr
Name:		Maurice J. Barr
Title:		Supervisory Director

DIAMOND POWER DO BRASIL LIMITADA

By:		/s/ Danyelle Bispo Rocha de Oliveira
Name:		Danyelle Bispo Rocha de Oliveira
Title:		Manager


DIAMOND POWER FINLAND OY

By:		/s/ Maurice J. Barr
Name:		Maurice J. Barr
Title:		Chairman and Ordinary Member

DIAMOND POWER GERMANY GMBH

By:		/s/ Thomas E. Moskal
Name:		Thomas E. Moskal
Title:		Member

DIAMOND POWER MACHINE (HUBEI) CO., INC.

By:		/s/ John Ford
Name:		John Ford
Title:		General Manager

DIAMOND POWER SERVICES S.E.A. LTD.

DIAMOND POWER SPECIALTY (PROPRIETARY) LIMITED

DIAMOND POWER SPECIALTY LIMITED

DIAMOND POWER SWEDEN AB

By:		/s/ Maurice J. Barr
Name:		Maurice J. Barr
Title:		Director


EBENSBURG INVESTORS LIMITED PARTNERSHIP

EBENSBURG POWER COMPANY

By:		BABCOCK & WILCOX
		EBENSBURG POWER, LLC,
		General Partner

By:		/s/ Jenny L. Apker
Name:		Jenny L. Apker
Title:		Treasurer

GOTAVERKEN EMISSION TECHNOLOGY AB

By:		/s/ Mohit Uberoi
Name:		Mohit Uberoi
Title:		Authorized Signatory

GOTAVERKEN MILIJO AB

By:		/s/ John Veje Oleson
Name:		John Veje Oleson
Title:		Chairman and Director

LOIBL ALLEN-SHERMAN HOFF GMBH

By:		/s/ Thomas E. Moskal
Name:		Thomas E. Moskal
Title:		Managing Director


MEGTEC EUROPE COOPERATIEF U.A.

MEGTEC IEPG BV

MEGTEC PPG BV

By:	/s/ Mohit Uberoi
Name:	Mohit Uberoi
Title:	Managing Director A

By:	TMF NETHERLANDS B.V.

	By:	/s/ Bas Pijnenburg and Stephan de Jonge
	Name:	Bas Pijnenburg and Stephan de Jonge
	Title:	Managing Director B

MEGTEC SYSTEMS INDIA PRIVATE LTD.

By:	/s/ Mohit Uberoi
Name:	Mohit Uberoi
Title:	Managing Director, Chief Executive Officer and President

MEGTEC SYSTEMS LIMITED

By:	/s/ Greg Linn
Name:	Greg Linn
Title:	Company Secretary

MEGTEC SYSTEMS S.A.S.

By:	/s/ Mohit Uberoi
Name:	Mohit Uberoi
Title:	President


MEGTEC SYSTEMS AB

MEGTEC SYSTEMS AMAL AB

MEGTEC THERMAL ENERGY & ENVIRONMENTAL TECHNOLOGY (SHANGHAI), LTD.

MEGTEC SYSTEMS (SHANGHAI), LTD.

MEGTEC TURBOSONIC INC.

By:		/s/ Greg Linn
Name:		Greg Linn
Title:		Director

MEGTEC ENVIRONMENTAL LIMITED

By:		/s/ Greg Linn
Name:		Greg Linn
Title:		Company Secretary

MTS ENVIRONMENTAL GMBH

By:		/s/ Harald Bauer
Name:		Harald Bauer
Title:		Managing Director

P.T. BABCOCK & WILCOX ASIA

By:		/s/ J. Randall Data
Name:		J. Randall Data
Title:		President/Director

EXHIBIT I – SPINCO ENTITIES

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

Schedule 1.1(d)

Designated SpinCo Entities


*Reference ID*		*Name*
333		Ahahsain Hudson Heat Transfer Co. Ltd
398		Advanced Refractory Technologies, Inc.
		A.M. Lockett & Co., Limited
		Amcermet Corporation
732		Applied Synergistics, Inc.
924		ASEA Babcock
235		Ash Acquisition Company
326		B & W Clarion, Inc.
574		B&W Ebensburg Pa., Inc.
383		B&W Fort Worth Power, Inc.
922		B&W Mexicana, S.A. de C.V.
9991		B&W North Branch G.P., Inc.
9990		B&W North Branch L.P., Inc.
586		B&W Saba, Inc.
591		B&W Service Company
		B&W Tubular Products Limited
212		Babcock & Wilcox Asia Investment Co., Inc.
115		Babcock & Wilcox Asia Limited
533		Babcock & Wilcox Canada Leasing Ltd.
1570		Babcock & Wilcox China Holdings, Inc.
215		Babcock & Wilcox China Investment Co., Inc.
1571		Babcock & Wilcox Denmark Holdings, LLC
594		Babcock & Wilcox do Brasil Limitada
528		Babcock & Wilcox do Brasil Participacoes Limitada
206		Babcock & Wilcox Egypt SAE
169		Babcock & Wilcox Fibras Ceramicas Limitada
557		Babcock & Wilcox Foreign Sales Corporation
175		Babcock & Wilcox Gama Kazan Teknolojisi A.S.
552		Babcock & Wilcox General Contracting Company
395		Babcock & Wilcox HRSG Company
		Babcock & Wilcox Industries, Ltd.
2045		Babcock & Wilcox International Construction Co., Inc.
305		Babcock & Wilcox Jonesboro Power, Inc.
		Babcock & Wilcox Refractories limited
323		Babcock & Wilcox Salt City Power, Inc.
322		Babcock & Wilcox Tracy Power, Inc.
314		Babcock & Wilcox Victorville Power, Inc:
727		Babcock & Wilcox Volund France SAS


*Reference ID*		*Name*
315		Babcock PFBC, Inc.
559		Babcock Southwest Construction Corporation
936		Babcock-Ultrapower Jonesboro
937		Babcock-Ultrapower West Enfield
951		Bailey Beijing Controls Co., Ltd.
516		Bailey Controls Australia Pty. Limited
517		Bailey Controls International Sales & Services Company, Inc.
954		Bailey Controls Jordan for Process Controls Services, ltd.
563		Bailey Controls Sales & Service (Australia) Pty. Limited
564		Bailey Controls Sales & Services Canada Inc.
561		Bailey do Brasil lnstrumentos Industrials Limitada
114		Bailey International, Inc.
923		Bailey Japan Company Limited
542		Bailey Meter and Controls Company
		Bailey Meter Company
562		Bailey Meter Co. (Japan) Ltd.
		Bailey Meter Company Limited
		Bailey Meter GmbH
		C.C. Moore & Company Engineers
329		Clarion Energy, Inc.
328		Clarion Power Company
		Control Components France
514		Control Components Italy S.R.L.
		Control Components, Inc. (California)
		Control Components, Inc. (Delaware)
948		Control Components Japan
545		Detroit Broach & Machine Corporation
551		Diamond Blower Company Limited
		Diamond Canapower Ltd.
518		Diamond Power lmportacao e Exportacao Ltda.
144		Diamond Power Korea Inc.
526		Diamond Power Specialty (Japan) Ltd.
558		Diamond Power Specialty (Proprietary) Limited
546		Diamond Power Specialty Corporation (Delaware)
		Diamond Power Speciality Corporation (Ohio)
529		Diamond Power Specialty GmbH
1990		DPS Berkeley, LLC
1996		DPS Lowell Cogen, LLC
1991		DPS Michigan, LLC
1994		DPS Mojave, LLC
1998		DPS Sabine, LLC
332		Ebensburg Energy, Inc.
397		Ejendomsaktieselskabet Falkevej2


*Reference ID*		*Name*
968		EPC Business Trust
919		Especialidades Termomecanicas, S.A. de C.V.
550		Ferry-Diamond Engineering Company Limited
928		Fibras Ceramicas C.A.
509		Fibras Ceramicas, Inc.
547		Globe Steel Tubes Corporation
		Greer Land Co.
		Holmes Insulations Limited
2001		Ivey-Cooper Services, L.L.C.
941		lsolite Babcock Refractories Company, Ltd.
927		lsolite Eastern Union Refractories Co., Ltd.
920		KBW Gasification Systems, Inc.
512		LT Produkter i Skutskar AB
938		Maine Power Services
345		McDermott Heat Transfer Company
344		McDermott Productos Industriales de Mexico, S.A. de C.V.
946		Medidores Bailey, S.A. de C.V.
942		Morganite Ceramic Fibres Limited
943		Morganite Ceramic Fibres Pty. Limited
944		Morganite Ceramic Fibres S. A.
544		National Ecology (Alabama) Incorporated
575		National Ecology (Utah) Incorporated
540		National Ecology Company
976		Nooter/Eriksen - Babcock & Wilcox, L.L.C.
933		North American CWF Partnership
9989		North Branch Power Company L.P.
971		North County Operations Associates
501		North County Recycling, Inc.
1153		P. T. Heat Exchangers Indonesia
934		Palm Beach Energy Associates
		Piedmont Tool Machine Company
581		Power Systems Sunnyside Operations GP, Inc.
583		Power Systems Sunnyside Operations LP, Inc.
508		Productos de Caolin, Inc.
577		PSO Caribbean, Inc.
932		South Point CWF
556		Sunland Construction Co., Inc.
988		Sunnyside Cogeneration Associates
582		Sunnyside II, Inc.
992		Sunnyside II, L.P
303		Sunnyside Ill, Inc.
993		Sunnyside Operations Associates L.P.
571		Termobloc Industria E Comercio Ltda.


*Reference ID*		*Name*
953		Thermax Babcock & Wilcox Limited
502		TLT - Babcock, Inc.
1152		W.E. Smith Hudson Pty. Ltd.

Schedule 1.1(l)

SpinCo Subsidiaries


*Reference ID*	*Name*	*Jurisdiction*	*Formation*
	Adtec AB
553	Americon Equipment Services, Inc.	Delaware	12/3/1985
554	Americon, Inc.	Delaware	3/29/1985
127	B&W de Panama, Inc.	Panama	3/5/1986
2075	B&W PGG Luxembourg Canada Holdings SARL	Luxembourg	11/21/2013
2054	B&W PGG Luxembourg Finance SARL	Luxembourg	11/15/2011
2053	B&W PGG Luxembourg Holdings SARL	Luxembourg	11/15/2011
555	Babcock & Wilcox Construction Co., Inc.	Delaware	3/29/1985
2107	Babcock & Wilcox Monterrey Finance SARL	Luxembourg	12/5/2014
2011	Babcock & Wilcox de Monterrey S.A. de C.V.	Mexico	9/16/2009
327	Babcock & Wilcox Ebensburg Power, LLC	Delaware	12/2/1986
302	Babcock & Wilcox Equity Investments, LLC	Delaware	12/10/1984
2080	Babcock & Wilcox Global Sales & Services - Chile SpA	Chile	5/19/2014
2081	Babcock & Wilcox Global Sales & Services SARL	Luxembourg	3/19/2014
2114	Babcock & Wilcox Holdings, Inc.	Delaware	4/20/2015
2028	Babcock & Wilcox India Holdings, Inc.	Delaware	3/4/2010
598	Babcock & Wilcox India Private Limited	India	2/3/1999
126	Babcock & Wilcox International Investments Co., Inc.	Panama	10/23/1985
530	Babcock & Wilcox International Sales and Service Corporation	Delaware	9/27/1973
541	Babcock & Wilcox International, Inc.	Delaware	5/20/1981
2072	Babcock & Wilcox Power Generation Group Canada Corp.	Nova Scotia	11/27/2013
500	Babcock & Wilcox Power Generation Group, Inc.	Delaware	12/16/1977
595	Babcock & Wilcox Technology, Inc.	Delaware	3/6/1997
599	Babcock & Wilcox Volund A/S	Denmark	11/22/1999
2113	Dampkraft Insurance Company	South Carolina	4/14/2015
1988	Delta Power Services, LLC	Delaware	3/1/2001
766	Diamond Operating Co., Inc.	Delaware	3/1/2002
1572	Diamond Power Australia Holdings, Inc.	Delaware	9/3/2002
1984	Diamond Power Central & Eastern Europe s.r.o.	Czech Republic	3/25/2008
1573	Diamond Power China Holdings, Inc.	Delaware	9/3/2002
521	Diamond Power do Brasil Limitada	Brazil	2/13/1998
1574	Diamond Power Equity Investments, Inc.	Delaware	9/3/2002


*Reference ID*	*Name*	*Jurisdiction*	*Formation*
525	Diamond Power Finland OY	Finland	3/14/1985
504	Diamond Power Germany GmbH	Germany	10/30/2001
597	Diamond Power International, Inc.	Delaware	3/6/1997
949	Diamond Power Machine (Hubei) Co., Inc.	China	4/20/2004
1908	Diamond Power Services S.E.A. Ltd.	Thailand	2/22/2000
522	Diamond Power Specialty (Proprietary) Limited	Republic of South Africa	4/29/1998
523	Diamond Power Specialty Limited	United Kingdom	3/5/1913
524	Diamond Power Sweden AB	Sweden	3/2/1965
2079	DPS Anson, LLC	Delaware	1/15/2014
2044	DPS Berlin, LLC	Delaware	2/24/2011
1997	DPS Cadillac, LLC	Delaware	2/17/2006
1995	DPS Florida, LLC	Delaware	10/25/2005
1993	DPS Gregory, LLC	Delaware	11/10/2004
1992	DPS Mecklenburg, LLC	Delaware	9/27/2004
9999	DPS Piedmont, LLC	Delaware	6/29/2010
2082	Ebensburg Energy, LLC	Delaware	3/27/2014
967	Ebensburg Investors Limited Partnership	Pennsylvania	3/26/1992
331	Ebensburg Power Company	Pennsylvania	12/9/1986
	Gotaverken Emission Techology AB
2027	Gotaverken Milijo AB	Sweden	12/3/2003
2055	Loibl Allen-Sherman Hoff GmbH	Germany	12/16/1993
2104	MEGTEC Acquisition, LLC	Delaware	8/8/2008
2097	MEGTEC Energy & Environmental LLC	Delaware	4/22/2008
2092	MEGTEC Environmental Limited	United Kingdom	12/12/2003
2100	MEGTEC Europe Cooperatief U.A.	Netherlands	8/20/2008
2083	MEGTEC Holdings, Inc.	Delaware	8/8/2008
2089	MEGTEC IEPG BV	Netherlands
2103	MEGTEC India Holdings, LLC	Delaware	4/22/2008
2101	MEGTEC PPG BV	Netherlands	9/17/2008
2091	MEGTEC Systems AB	Sweden	8/8/1970
2095	MEGTEC Systems Amal AB	Sweden	7/17/2001
2098	MEGTEC Systems Australia, Inc.	Delaware	1/12/1999
2087	MEGTEC Systems India Private Ltd.	India	12/19/2005
2094	MEGTEC Systems Limited	United Kingdom	9/17/2008
2093	MEGTEC Systems S.A.S.	France	11/23/1974
2086	MEGTEC Systems Shanghai Ltd.	China
2096	MEGTEC Systems, Inc.	Delaware	7/7/1997
2085	MEGTEC Thermal Energy & Environmental Technology (Shanghai), LTD.	China


*Reference ID*	*Name*	*Jurisdiction*	*Formation*
2088	MEGTEC TurboSonic Inc.	Ontario	7/1/2000
2099	MEGTEC TurboSonic Technologies, Inc.	Delaware	4/14/1961
2101	MTS Asia, Inc.	Delaware	6/17/2001
2090	MTS Environmental GmbH	Germany	2/27/2008
1989	O&M Holding Company	Delaware	6/26/2008
707	P.T. Babcock & Wilcox Asia	Indonesia	8/24/2000
534	Palm Beach Resource Recovery Corporation	Florida	10/26/1984
560	Power Systems Operations, Inc.	Delaware	10/22/1985
568	Revloc Reclamation Service, Inc.	Delaware	7/2/1990
2013	Servicios de Fabricacion de Valle Soleado, S.A. de C.V.	Mexico	7/31/2009
2012	Servicios Profesionales de Valle Soleado, S.A. de C.V.	Mexico	7/31/2009
767	SOFCo - EFS Holdings LLC	Delaware	2/22/2002

EXHIBIT II – REMAINCO ENTITIES

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

Schedule 1.1(b)

Designated RemainCo Entities


*Reference ID*		*Name*
2037		American Centrifuge Manufacturing, LLC
460		B&W Energy Investments, Inc.
950		B&W Fuel Company
535		B&W Fuel, Inc.
537		B&W Nuclear Service Company
960		B&W Nuclear Service Company
536		B&W Nuclear, Inc.
381		B&W Special Projects, Inc.
569		B&W Triso Corporation
573		B&W/OHM Weldon Spring, Inc.
565		Babcock & Wilcox Government Services Company
1999		Babcock & Wilcox Michoud Operations, LLC
2010		Babcock & Wilcox Modular Nuclear Energy, LLC
2007		Babcock & Wilcox Nevada, LLC
2018		Babcock & Wilcox Nuclear Services (U.K.) Limited
945		Babcock-Brown Boveri Reaktor GmbH
2000		BCE Parts Ltd.
		Burlington Niche Services Ltd.
0589		BWXT Hanford Company
0382		BWXT of Idaho, Inc.
0592		BWXT of Ohio, Inc.
590		BWXT Protec, Inc.
1973		C3 Nuclear Limited
0975		Columbia Basin Ventures, LLC
321		Conam Nuclear, Inc.
1914		CTR Solutions, LLC
0930		DM Petroleum Operations Company
961		Enserch Environmental Management Company, Inc.
461		International Disarmament Corporation
2030		Isotek Systems, LLC
		Nuclear Materials and Equipment Corporation
2057		Nuclear Production Partners, LLC
958		Olin Pantex Inc.
0973		Rocky Flats Technical Associates, Inc.
1980		Savannah River Alliance LLC
2008		Savannah River Tactical Services LLC
570		Triso
2040		Tubesolve Ltd.

Schedule 1.1(e)

RemainCo Subsidiaries


*Reference ID*	*Name*	*Jurisdiction*	*Formation*
2058	B&W NE Luxembourg SARL	Luxembourg	6/7/2012
2046	B&W Nuclear Maintenance Services, Inc.	Delaware	3/23/2011
532	Babcock & Wilcox Canada Ltd.	Ontario	6/5/1922
2049	Babcock & Wilcox Commercial Power, Inc.	Delaware	6/15/2011
2014	Babcock & Wilcox Conversion Services, LLC	Delaware	7/14/2009
2002	Babcock & Wilcox Intech, Inc.	Tennessee	7/29/1994
2048	Babcock & Wilcox International Technical Services, Inc.	Delaware	6/1/2011
380	Babcock & Wilcox Investment Company	Delaware	7/12/1990
2042	Babcock & Wilcox Modular Reactors LLC	Delaware	12/21/2010
2056	Babcock & Wilcox mPower, Inc.	Delaware	1/11/2012
2071	Babcock & Wilcox NOG Technologies, Inc.	Delaware	6/12/2013
2059	Babcock & Wilcox Nuclear Energy Europe SAS	France	7/5/2012
1967	Babcock & Wilcox Nuclear Energy, Inc.	Delaware	5/23/2007
1974	Babcock & Wilcox Nuclear Operations Group, Inc.	Delaware	11/20/2007
1961	Babcock & Wilcox Technical Services (U.K.) Limited	United Kingdom	12/19/2006
1970	Babcock & Wilcox Technical Services Clinch River, LLC	Delaware	5/16/2007
572	Babcock & Wilcox Technical Services Group, Inc.	Delaware	12/11/1991
587	Babcock & Wilcox Technical Services Savannah River Company	Delaware	9/1/1995
596	Babcock & Wilcox Government and Nuclear Operations, Inc.	Delaware	3/19/1997
2035	BWSR, LLC	Delaware	5/19/2010
3088	BWXT Canada Holdings Corp.	Nova Scotia	5/12/2015
580	BWXT Federal Services, Inc.	Delaware	10/13/1994
3087	BWXT Foreign Holdings, LLC	Delaware	4/20/2015
1576	BWXT Washington, Inc.	Delaware	9/29/2004
710	BWXT Y – 12, LLC	Delaware	4/20/2000
189	Creole Insurance Company, Ltd.	South Carolina	6/7/1973
2062	Generation mPower Canada Ltd	Saskatchewan	10/17/2012
2043	Generation mPower LLC	Delaware	12/16/2010
2009	Idaho Treatment Group, LLC	Delaware	12/22/2008
2003	Intech International, Inc.	Ontario	12/17/1997
2110	Kansas City Advanced Manufacturing, LLC	Delaware	1/27/2015
1968	Marine Mechanical Corporation	Delaware	2/3/1994


*Reference ID*	*Name*	*Jurisdiction*	*Formation*
2005	NFS Holdings, Inc.	Delaware	9/25/2007
2004	NOG-Erwin Holdings, Inc.	Delaware	7/30/2008
2006	Nuclear Fuel Services, Inc.	Delaware	9/25/2007
2029	The Babcock & Wilcox Company	Delaware	3/8/2010

Exhibit 10.9

2010 LONG-TERM INCENTIVE PLAN

OF BWX TECHNOLOGIES, INC.

AS AMENDED & RESTATED JULY 1, 2015

ARTICLE I

Establishment, Objectives and Duration

1.1 Establishment of the Plan.

BWX Technologies, Inc., a corporation organized and existing under the laws of the State of Delaware (hereinafter referred to as the “Company”), hereby establishes an incentive compensation plan to be known as the 2010 Long-Term Incentive Plan of BWX Technologies, Inc. (hereinafter referred to as this “Plan”), as set forth in this document. This Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Restricted Stock, Restricted Stock Units, Performance Shares and Performance Units (each as hereinafter defined).

The original effective date of this Plan was July 2, 2010. This amendment and restatement of the Plan is adopted on June 8, 2015 and shall become effective as of July 1, 2015 (the “Effective Date”) and shall remain in effect as provided in Section 1.3 hereof.

1.2 Objectives.

This Plan is designed to promote the success and enhance the value of the Company by linking the personal interests of Participants (as hereinafter defined) to those of the Company’s stockholders, and by providing Participants with an incentive for outstanding performance. This Plan is further intended to provide flexibility to the Company in its ability to motivate, attract and retain the employment and/or services of Participants.

1.3 Duration.

This Plan, as amended and restated, shall commence on the Effective Date, as described in Section 1.1 hereof, and shall remain in effect, subject to the right of the Board of Directors (as hereinafter defined) to amend or terminate this Plan at any time pursuant to Article 15 hereof, until all Shares (as hereinafter defined) subject to it shall have been purchased or acquired according to this Plan’s provisions; provided, however, that in no event may an Award (as hereinafter defined) be granted under this Plan on or after July 2, 2020.

ARTICLE 2

Definitions

As used in this Plan, the following terms shall have the respective meanings set forth below:

2.1 “Award” means a grant under this Plan of any Nonqualified Stock Option, Incentive Stock Option, Restricted Stock, Restricted Stock Unit, Performance Share or Performance Unit.

2.2 “Award Agreement” means an agreement entered into by the Company and a Participant, setting forth the terms and provisions applicable to an Award granted under this Plan.

2.3 “Award Limitations” has the meaning ascribed to such term in Section 4.2.

2.4 “Beneficial Owner” or “Beneficial Ownership” shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act.

2.5 “Board” or “Board of Directors” means the Board of Directors of the Company.

2.6 “Change in Control” means, for purposes of this Plan and any Awards, the occurrence of any of the following:

(a) 30% Ownership Change : Any Person, other than an ERISA-regulated pension plan established by the Company, makes an acquisition of Outstanding Voting Stock and is, immediately thereafter, the beneficial owner of 30% or more of the then Outstanding Voting Stock, unless such acquisition is made directly from the Company in a transaction approved by a majority of the Incumbent Directors; or any group is formed that is the beneficial owner of 30% or more of the Outstanding Voting Stock (other than a group formation for the purpose of making an acquisition directly from the Company and approved (prior to such group formation) by a majority of the Incumbent Directors); or

(b) Board Majority Change : Individuals who are Incumbent Directors cease for any reason to constitute a majority of the members of the Board; or

(c) Major Mergers and Acquisitions : Consummation of a Business Combination unless, immediately following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Voting Stock immediately before such Business Combination beneficially own, directly or indirectly, more than 51% of the then outstanding shares of voting stock of the parent corporation resulting from such Business Combination in substantially the same relative proportions as their ownership, immediately before such Business Combination, of the Outstanding Voting Stock, (ii) if the Business Combination involves the issuance or payment by the Company of consideration to another entity or its shareholders, the total fair market value of such consideration plus the principal amount of the consolidated long-term debt of the entity or business being acquired (in each case, determined as of the date of consummation of such Business Combination by a majority of the Incumbent Directors) does not exceed 50% of the sum of the fair market value of the Outstanding Voting Stock plus the principal amount of the Company’s consolidated long-term debt (in each case, determined immediately before such consummation by a majority of the Incumbent Directors), (iii) no Person (other than any corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of the then outstanding shares of voting stock of the parent corporation resulting from such Business Combination and (iv) a majority of the members of the board of directors of the parent corporation resulting from such Business Combination were Incumbent Directors of the Company immediately before consummation of such Business Combination; or

(d) Major Asset Dispositions : Consummation of a Major Asset Disposition unless, immediately following such Major Asset Disposition, (i) individuals and entities that were beneficial owners of the Outstanding Voting Stock immediately before such Major Asset Disposition beneficially own, directly or indirectly, more than 70% of the then outstanding shares of voting stock of the Company (if it continues to exist) and of the entity that acquires the largest portion of such assets (or the entity, if any, that owns a majority of the outstanding voting stock of such acquiring entity) and (ii) a majority of the members of the Board (if it continues to exist) and of the entity that acquires the largest portion of such assets (or the entity, if any, that owns a majority of the outstanding voting stock of such acquiring entity) were Incumbent Directors of the Company immediately before consummation of such Major Asset Disposition.

For purposes of this definition of “Change in Control”,

(1)

“Person” means an individual, entity or group;

(2)

“group” is used as it is defined for purposes of Section 13(d)(3) of the Exchange Act;

(3)

“beneficial owner” is used as it is defined for purposes of Rule 13d-3 under the Exchange Act;

(4)

“Outstanding Voting Stock” means outstanding voting securities of the Company entitled to vote generally in the election of directors; and any specified percentage or portion of the Outstanding Voting Stock (or of other voting stock) is determined based on the combined voting power of such securities;

(5)

“Incumbent Director” means a director of the Company (x) who was a director of the Company on the effective date of this Agreement or (y) who becomes a director after such date and whose election, or nomination for election by the Company’s shareholders, was approved by a vote of a majority of the Incumbent Directors at the time of such election or nomination, except that any such director will not be deemed an Incumbent Director if his or her initial assumption of office occurs as a result of an actual or threatened election contest or other actual or threatened solicitation of proxies by or on behalf of a Person other than the Board;

(6)

“ Business Combination ” means

(x)

a merger or consolidation involving the Company or its stock or

(y)

an acquisition by the Company, directly or through one or more subsidiaries, of another entity or its stock or assets;

(7)

“parent corporation resulting from a Business Combination” means the Company if its stock is not acquired or converted in the Business Combination and otherwise means the entity which as a result of such Business Combination owns the Company or all or substantially all the Company’s assets either directly or through one or more subsidiaries; and

(8)

“Major Asset Disposition” means the sale or other disposition in one transaction or a series of related transactions of 70% or more of the assets of the Company and its subsidiaries on a consolidated basis; and any specified percentage or portion of the assets of the Company will be based on fair market value, as determined by a majority of the Incumbent Directors.

However, in no event shall a Change in Control be deemed to have occurred under this Plan with respect to a Participant if the Participant is part of a purchasing group which consummates a transaction resulting in a Change in Control. A Participant shall be deemed “part of a purchasing group” for purposes of the preceding sentence if the Participant is an equity participant in the purchasing company or group (except for: (i) passive ownership of less than three percent (3%) of the stock of the purchasing company; or (ii) ownership of equity participation in the purchasing company or group which is otherwise not significant, as determined prior to the Change in Control by a majority of the non-employee continuing directors).

2.7 “Code” means the Internal Revenue Code of 1986, as amended from time to time.

2.8 “Committee” means the Compensation Committee of the Board, or such other committee of the Board appointed by the Board to administer this Plan (or the entire Board if so designated by the Board by written resolution), as specified in Article 3 hereof.

2.9 “Company” means BWX Technologies, Inc., a corporation organized and existing under the laws of the State of Delaware, and, except where the context otherwise indicates, shall include the Company’s Subsidiaries and, except with respect to the definition of “Change in Control” set forth above and the application of any defined terms used in such definition, any successor to any of such entities as provided in Article 18 hereof.

2.10 “Consultant” means a natural person who is neither an Employee nor a Director and who performs services for the Company or a Subsidiary pursuant to a contract, provided that those services are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities.

2.11 “Director” means any individual who is a member of the Board of Directors; provided, however , that any member of the Board of Directors who is employed by the Company shall be considered an Employee under this Plan.

2.12 “Disability” means, as determined by the Committee in its sole discretion, a Participant’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months.

2.13 “Economic Value Added” means net operating profit after tax minus the product of capital and the cost of capital.

2.14. “Effective Date” shall have the meaning ascribed to such term in Section 1.1 hereof.

2.15 “Employee” means any person who is employed by the Company.

2.16 “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

2.17 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

2.18 “Fair Market Value” of a Share shall mean, as of a particular date, (a) if Shares are listed on a national securities exchange, the closing sales price per Share on the consolidated transaction reporting system for the principal national securities exchange on which Shares are listed on that date, or, if no such sale is so reported on that date, on the last preceding date on which such a sale was so reported, (b) if no Shares are so listed but are traded on an over-the-counter market, the mean between the closing bid and asked prices for Shares on that date, or, if there are no such quotations available for that date, on the last preceding date for which such quotations are available, as reported by the National Quotation Bureau Incorporated, or (c) if no Shares are publicly traded, the most recent value determined by an independent appraiser appointed by the Company for that purpose.

2.19 “Fiscal Year” means the year commencing January 1 and ending December 31.

2.20 “Incentive Stock Option” or “ISO” means an Option to purchase Shares granted under Article 6 hereof and which is designated as an Incentive Stock Option and is intended to meet the requirements of Code Section 422, or any successor provision.

2.21 “Nonqualified Stock Option” or “NQSO” means an option to purchase Shares granted under Article 6 hereof and which is not an Incentive Stock Option.

2.22 “Officer” means an Employee of the Company included in the definition of “Officer” under Section 16 of the Exchange Act and rules and regulations promulgated thereunder or such other Employees who are designated as “Officers” by the Board.

2.23 “Option” means an Incentive Stock Option or a Nonqualified Stock Option.

2.24 “Option Price” means the price at which a Share may be purchased by a Participant pursuant to an Option, as determined by the Committee.

2.25 “Participant” means an eligible Officer, Director, Consultant or Employee who has been selected for participation in this Plan in accordance with Section 5.2.

2.26 “Performance-Based Award” means an Award that is designed to qualify for the Performance-Based Exception.

2.27 “Performance-Based Exception” means the performance-based exception from the deductibility limitations of Code Section 162(m).

2.28 “Performance Period” means, with respect to a Performance-Based Award, the period of time during which the performance goals specified in such Award must be met in order to determine the degree of payout and/or vesting with respect to that Performance-Based Award.

2.29 “Performance Share” means an Award designated as such and granted to an Employee, as described in Article 8 hereof.

2.30 “Performance Unit” means an Award designated as such and granted to an Employee, as described in Article 8 herein.

2.31 “Period of Restriction” means the period during which the transfer of Shares of Restricted Stock is limited in some way (based on the passage of time, the achievement of performance goals, or upon the occurrence of other events as determined by the Committee, in its sole discretion) as set forth in the related Award Agreement, and/or the Shares are subject to a substantial risk of forfeiture, as provided in Article 7 hereof.

2.32 “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Section 13(d) and 14(d) thereof, including a “group” (as that term is used in Section 13(d)(3) thereof).

2.33 “Restricted Stock” means an Award designated as such and granted to a Participant pursuant to Article 7 hereof.

2.34 “Restricted Stock Unit” or “RSU” means a contractual promise to distribute to a Participant one Share or cash equal to the Fair Market Value of one Share, determined in the sole discretion of the Committee, which shall be delivered to the Participant upon satisfaction of the vesting and any other requirements set forth in the related Award Agreement.

2.35 “Retirement” shall have the meaning ascribed to such term by the Committee, as set forth in the applicable Award Agreement.

2.36 “Shares” means the common stock, par value $0.01 per share, of the Company.

2.37 “Subsidiary” means any corporation, partnership, joint venture, affiliate or other entity in which the Company has a majority voting interest.

2.38 “Vesting Period” means the period during which an Award granted hereunder is subject to a service or performance-related restriction, as set forth in the related Award Agreement.

ARTICLE 3

Administration

3.1 The Committee.

This Plan shall be administered by the Committee. The members of the Committee shall be appointed from time to time by, and shall serve at the discretion of, the Board of Directors.

3.2 Authority of the Committee. Except as limited by law or by the Articles of Incorporation or Amended and Restated By-Laws of the Company (each as amended from time to time), the Committee shall have full and exclusive power and authority to take all actions specifically contemplated by this Plan or that are necessary or appropriate in connection with the administration hereof and shall also have full and exclusive power and authority to interpret this Plan and to adopt such rules, regulations and guidelines for carrying out this Plan as the Committee

may deem necessary or proper. The Committee shall have full power and sole discretion to: select Officers, Directors, Consultants and Employees who shall be granted Awards under this Plan; determine the sizes and types of Awards; determine the time when Awards are to be granted and any conditions that must be satisfied before an Award is granted; determine the terms and conditions of Awards in a manner consistent with this Plan; determine whether the conditions for earning an Award have been met and whether a Performance-Based Award will be paid at the end of an applicable performance period; determine the guidelines and/or procedures for the payment or exercise of Awards; and determine whether a Performance-Based Award should qualify, regardless of its amount, as deductible in its entirety for federal income tax purposes, including whether a Performance-Based Award granted to an Officer should qualify as performance-based compensation. The Committee may, in its sole discretion, accelerate the vesting or exercisability of an Award, eliminate or make less restrictive any restrictions contained in an Award, waive any restriction or other provision of this Plan or any Award or otherwise amend or modify any Award in any manner that is either (a) not adverse to the Participant to whom such Award was granted or (b) consented to in writing by such Participant, and (c) consistent with the requirements of Section 10.2, Section 10.3 and Code Section 409A, if applicable. The Committee may correct any defect or supply any omission or reconcile any inconsistency in this Plan or in any Award in the manner and to the extent the Committee deems necessary or desirable to further this Plan’s objectives. Further, the Committee shall make all other determinations that may be necessary or advisable for the administration of this Plan. As permitted by law and the terms of this Plan, the Committee may delegate its authority as identified herein.

3.3 Delegation of Authority.

To the extent permitted under applicable law, the Committee may delegate to the Chief Executive Officer and to other senior officers of the Company its duties under this Plan pursuant to such conditions or limitations as the Committee may establish; provided however, the Committee may not delegate any authority to grant Awards to a Director.

3.4 Decisions Binding.

All determinations and decisions made by the Committee pursuant to the provisions of this Plan and all related orders and resolutions of the Committee shall be final, conclusive and binding on all persons concerned, including the Company, its stockholders, Officers, Directors, Employees, Consultants, Participants and their estates and beneficiaries.

ARTICLE 4

Shares Subject to this Plan

4.1 Number of Shares Available for Grants of Awards.

Subject to adjustment as provided in Section 4.3 hereof, there is reserved for issuance of Awards under this Plan 2,300,000 Shares in addition to Shares that had not been awarded under this Plan immediately prior to May 9, 2014. Shares subject to Awards under this Plan that are cancelled, forfeited, terminated or expire unexercised, shall immediately become available for the granting of Awards under this Plan. Additionally, the Committee may from time to time adopt and observe such procedures concerning the counting of Shares against this Plan maximum as it may deem appropriate.

4.2 Limits on Grants in Any Fiscal Year.

The following rules (“Award Limitations”) shall apply to grants of Awards under this Plan:

(a) Options. The maximum aggregate number of Shares issuable pursuant to Awards of Options that may be granted in any one Fiscal Year of the Company to any one Participant shall be one million two hundred thousand (1,200,000).

(b) Restricted Stock and Restricted Stock Units. The maximum aggregate number of Shares subject to Awards of Restricted Stock and RSUs that may be granted in any one Fiscal Year to any one Participant shall be one million two hundred thousand (1,200,000).

(c) Performance Shares. The maximum aggregate number of Shares subject to Awards of Performance Shares that may be granted in any one Fiscal Year to any one Participant shall be one million two hundred thousand (1,200,000).

(d) Performance Units . The maximum aggregate cash payout with respect to Performance Units granted in any one Fiscal Year to any one Participant shall be six million dollars, with such cash value determined as of the date of each grant.

4.3 Adjustments in Authorized Shares.

The existence of outstanding Awards shall not affect in any manner the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the capital stock of the Company or its business or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock (whether or not such issue is prior to, on a parity with or junior to the Shares) or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business or any other corporate act or proceeding of any kind, whether or not of a character similar to that of the acts or proceedings enumerated above.

If there shall be any change in the Shares of the Company or the capitalization of the Company through merger, consolidation, reorganization, recapitalization, stock dividend, stock split, reverse stock split, split-up, spin-off, combination of shares, exchange of shares, dividend in kind or other like change in capital structure or distribution (other than normal cash dividends) to stockholders of the Company, the Committee, in its sole discretion, in order to prevent dilution or enlargement of Participants’ rights under this Plan, shall adjust, in such manner as it deems equitable, as applicable, the number and kind of Shares that may be granted as Awards under this Plan, the number and kind of Shares subject to outstanding Awards, the exercise or other price applicable to outstanding Awards, the Awards Limitations, the Fair Market Value of the Shares and other value determinations applicable to outstanding Awards; provided, however , that the number of Shares subject to any Award shall always be a whole number. In the event of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation, the Committee shall be authorized, in its sole discretion, to: (a) grant or assume Awards by means of substitution of new Awards, as appropriate, for previously granted Awards or to assume previously granted Awards as part of such adjustment; (b) make provision, prior to the transaction, for the acceleration of the vesting and exercisability of, or lapse of restrictions with respect to, Awards and the termination of Options that remain unexercised at the time of such transaction; (c) provide for the acceleration of the vesting and exercisability of Options and the cancellation thereof in exchange for such payment as the Committee, in its sole discretion, determines is a reasonable approximation of the value thereof; (d) cancel any Awards and direct the Company to deliver to the Participants who are the holders of such Awards cash in an amount that the Committee shall determine in its sole discretion is equal to the fair market value of such Awards as of the date of such event, which, in the case of any Option, shall be the amount equal to the excess of the Fair Market Value of a Share as of such date over the per-share exercise price for such Option (for the avoidance of doubt, if such exercise price is less than such Fair Market Value, the Option may be canceled for no consideration); or (e) cancel Awards that are Options and give the Participants who are the holders of such Awards notice and opportunity to exercise prior to such cancellation.

ARTICLE 5

Eligibility and Participation

5.1 Eligibility.

Persons eligible to participate in this Plan include all Officers, Directors, Employees and Consultants, as determined in the sole discretion of the Committee.

5.2 Actual Participation.

Subject to the provisions of this Plan, the Committee may, from time to time, select from all Officers, Directors, Employees and Consultants, those to whom Awards shall be granted and shall determine the nature and amount of each Award. No Officer, Director, Employee or Consultant shall have the right to be selected for Participation in this Plan, or, having been so selected, to be selected to receive a future award.

ARTICLE 6

Options

6.1 Grant of Options.

Subject to the terms and provisions of this Plan, Options may be granted to Participants in such number, upon such terms, at any time, and from time to time, as shall be determined by the Committee; provided, however, that ISOs may be awarded only to Employees. Subject to the terms of this Plan, the Committee shall have discretion in determining the number of Shares subject to Options granted to each Participant.

6.2 Option Award Agreement. Each Option grant shall be evidenced by an Award Agreement that shall specify the Option Price, the duration of the Option, the number of Shares to which the Option pertains, and such other provisions as the Committee shall determine that are not inconsistent with the terms of this Plan. The Award Agreement also shall specify whether the Option is intended to be an ISO or an NQSO (provided that, in the absence of such specification, the Option shall be an NQSO).

6.3 Option Price.

The Option Price for each grant of an Option under this Plan shall be as determined by the Committee; provided, however , that, subject to any subsequent adjustment that may be made pursuant to the provisions of Section 4.3 hereof, the Option Price shall be not less than one hundred percent (100%) of the Fair Market Value of a Share on the date the Option is granted. Except as otherwise provided in Section 4.3 hereof, without prior stockholder approval no repricing of Options awarded under this Plan shall be permitted such that the terms of outstanding Options may not be amended to reduce the Option Price and further Options may not be replaced or regranted through cancellation, in exchange for cash, other Awards, or if the effect of the replacement or regrant would be to reduce the Option Price of the Options or would constitute a repricing under generally accepted accounting principles in the United States (as applicable to the Company’s public reporting).

6.4 Duration of Options.

Subject to any earlier expiration that may be effected pursuant to the provisions of Section 4.3 hereof, each Option shall expire at such time as the Committee shall determine at the time of grant; provided, however , that an Option shall not be exercisable later than the tenth (10th) anniversary date of its grant.

6.5 Exercise of Options.

Options granted under this Plan shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance approve, which need not be the same for each grant or for each Participant.

6.6 Payment. Any

Option granted under this Article 6 shall be exercised by the delivery of a notice of exercise to the Company in the manner prescribed in the related Award Agreement, setting forth the number of Shares with respect to which the Option is to be exercised, and either (i) accompanied by full payment of the Option Price for the Shares issuable on such exercise or (ii) exercised in a manner that is in accordance with applicable law and the “cashless exercise” procedures (if any) approved by the Committee involving a broker or dealer.

The Option Price upon exercise of any Option shall be payable to the Company in full: (a) in cash; (b) by tendering previously acquired Shares valued at their Fair Market Value per Share at the time of exercise (provided that the Shares which are tendered must have been held by the Participant for at least six (6) months prior to their tender); (c) by a combination of (a) and (b); or (d) any other method approved by the Committee, in its sole discretion.

Subject to any governing rules or regulations, as soon as practicable after receipt of a notification of exercise and full payment, the Company shall deliver to the Participant, in the Participant’s name, Share certificates in an appropriate amount based upon the number of Shares purchased under the Option.

6.7 Restrictions on Share Transferability.

The Committee may impose such restrictions on any Shares acquired pursuant to the exercise of an Option granted under this Plan as it may deem advisable, including, without limitation, restrictions under applicable U.S. federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, and under any blue sky or state securities laws applicable to such Shares.

6.8 Termination of Employment, Service or Directorship.

Each Option Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the Option following termination of the Participant’s employment, service or directorship with the Company and/or its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, shall be included in each Award Agreement entered into with a Participant with respect to an Option Award, need not be uniform among all Options granted pursuant to this Article 6 and may reflect distinctions based on the reasons for termination.

6.9 Transferability of Options.

(a) Incentive Stock Options. No ISO granted under this Plan may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code or Title I of ERISA, or the regulations thereunder. Further, all ISOs granted to a Participant under this Plan shall be exercisable during his or her lifetime only by such Participant.

(b) Nonqualified Stock Options. Except as otherwise provided in a Participant’s Award Agreement, NQSOs granted under this Plan may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code or Title I of ERISA, or the regulations thereunder. Further, except as otherwise provided in a Participant’s Award Agreement, all NQSOs granted to a Participant under this Plan shall be exercisable during his or her lifetime only by such Participant.

6.10 No Dividend Rights. Options granted under this Plan may not provide for any dividend or dividend equivalents thereon.

ARTICLE 7

Restricted Stock

7.1 Grant of Restricted Stock.

Subject to the terms and provisions of this Plan, the Committee at any time, and from time to time, may grant Shares as Restricted Stock (“Shares of Restricted Stock”) to Participants in such amounts as the Committee shall determine.

7.2 Restricted Stock Award Agreement.

Each Award of Restricted Stock shall be evidenced by an Award Agreement that shall specify the Period of Restriction, the number of Shares of Restricted Stock granted, and such other provisions as the Committee shall determine.

7.3 Transferability.

Except as provided in the Participant’s related Award Agreement and/or this Article 7, the Shares of Restricted Stock granted to a Participant under this Plan may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated until the end of the applicable Period of Restriction established by the Committee and specified in the related Award Agreement entered into with that Participant, or upon earlier satisfaction of any other conditions, as specified by the Committee in its sole discretion and set forth in the Award Agreement. During the applicable Period of Restriction, all rights with respect to the Restricted Stock granted to a Participant under this Plan shall be available during his or her lifetime only to such Participant. Any attempted assignment of Restricted Stock in violation of this Section 7.3 shall be null and void.

7.4 Other Restrictions.

The Committee may impose such other conditions and/or restrictions on any Shares of Restricted Stock granted pursuant to this Plan as it may deem advisable, including, without limitation, a requirement that Participants pay a stipulated purchase price for each Share of Restricted Stock, restrictions based upon the achievement of specific performance goals, time-based restrictions on vesting following the attainment of the performance goals and/or restrictions under applicable U.S. federal or state securities laws.

To the extent deemed appropriate by the Committee, the Company may retain the certificates representing Shares of Restricted Stock in the Company’s possession until such time as all conditions and/or restrictions applicable to such Shares have been satisfied or have lapsed.

7.5 Removal of Restrictions.

Except as otherwise provided in this Article 7, Shares of Restricted Stock covered by each Restricted Stock Award made under this Plan shall become freely transferable by the Participant after all conditions and restrictions applicable to such Shares have been satisfied or have lapsed.

7.6 Voting Rights.

To the extent permitted by the Committee or required by law, Participants holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares during the applicable Period of Restriction.

7.7 Dividends.

During the applicable Period of Restriction, Participants holding Shares of Restricted Stock granted hereunder shall, unless the Committee otherwise determines, be credited with cash dividends paid with respect to the Shares, in a manner determined by the Committee in its sole discretion. The Committee may apply any restrictions to the dividends that it deems appropriate.

7.8 Termination of Employment, Service or Directorship.

Each Restricted Stock Award Agreement shall set forth the extent to which the Participant shall have the right to receive unvested Shares of Restricted Stock following termination of the Participant’s employment, service or directorship with the Company and/or its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, shall be included in each Award Agreement entered into with a Participant with respect to Shares of Restricted Stock, need not be uniform among all Shares of Restricted Stock granted pursuant to this Article 7 and may reflect distinctions based on the reasons for termination.

ARTICLE 8

Performance Units and Performance Shares

8.1 Grant of Performance Units/Shares.

Subject to the terms of this Plan, Performance Units and Performance Shares may be granted to Participants in such amounts and upon such terms, and at any time and from time to time, as shall be determined by the Committee.

8.2 Value of Performance Units/Shares.

Each Performance Unit shall have an initial value that is established by the Committee at the time of grant. Each Performance Share shall have an initial value equal to one hundred percent (100%) of the Fair Market Value of a Share on the date of grant. The Committee shall set performance goals in its discretion that, depending on the extent to which they are met, will determine the number and/or value of Performance Units/Shares which will be paid out to the Participant.

8.3 Earning of Performance Units/Shares.

Subject to the terms of this Plan, after the applicable Performance Period has ended, the holder of Performance Units/Shares shall be entitled to receive payment of the number and value of Performance Units/Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance goals have been achieved.

8.4 Form and Timing of Payment of Performance Units/Shares. Subject to the provisions of Article 12 hereof,

Payment of earned Performance Units/Shares to a Participant shall be made no later than March 15 following the end of the calendar year in which such Performance Units/Shares vest, or as soon as administratively practicable thereafter if payment is delayed due to unforeseeable events. Subject to the terms of this Plan, the Committee, in its sole discretion, may pay earned Performance Units/Shares in the form of cash or in Shares (or in a combination thereof) that have an aggregate Fair Market Value equal to the value of the earned Performance Units/Shares at the close of the applicable Performance Period. Any Shares issued or transferred to a Participant for this purpose may be granted subject to any restrictions that are deemed appropriate by the Committee.

8.5 Termination of Employment, Service or Directorship.

Each Award Agreement providing for a Performance Unit/Share shall set forth the extent to which the Participant shall have the right to receive a payout of cash or Shares with respect to unvested Performance Unit/Shares following termination of the Participant’s employment, service or directorship with the Company and/or its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with the Participant, need not be uniform among all Awards of Performance Units/Shares granted pursuant to this Article 8 and may reflect distinctions based on the reasons for termination.

8.6 Transferability.

Except as otherwise provided in a Participant’s related Award Agreement, Performance Units/Shares may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code or Title I of ERISA, or the regulations thereunder. Further, except as otherwise provided in a Participant’s related Award Agreement, a Participant’s rights with respect to Performance Units/Shares granted to that Participant under this Plan shall be exercisable during the Participant’s lifetime only by the Participant. Any attempted assignment of Performance Units/Shares in violation of this Section 8.6 shall be null and void.

8.7 Voting Rights and Dividends. During the applicable Vesting Period, Participants holding Performance Units/Shares shall not have voting rights with respect to the Shares underlying such units or shares. During the applicable Vesting Period, Participants holding Performance Units/Shares granted hereunder shall, unless the Committee otherwise determines, be credited with dividend equivalents, in the form of cash or additional Performance Units/Shares (as determined by the Committee in its sole discretion), if a cash dividend is paid with respect to the Shares. The extent to which dividend equivalents shall be credited shall be determined in the sole discretion of the Committee. Such dividend equivalents shall be subject to a Vesting Period equal to the remaining Vesting Period of the Performance Units/Shares with respect to which the dividend equivalents are paid. Dividend equivalents credited with respect to Performance Units/Shares that do not vest shall be forfeited.

ARTICLE 9

Restricted Stock Units

9.1 Grant of RSUs.

Subject to the terms and provisions of this Plan, the Committee at any time, and from time to time, may grant RSUs to eligible Participants in such amounts as the Committee shall determine.

9.2 RSU Award Agreement.

Each RSU Award to a Participant shall be evidenced by an RSU Award Agreement entered into with that Participant, which shall specify the Vesting Period, the number of RSUs granted, and such other provisions as the Committee shall determine in its sole discretion.

9.3 Transferability.

Except as provided in a Participant’s related Award Agreement, RSUs granted hereunder may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code or Title I of ERISA, or the regulations thereunder. Further, except as otherwise provided in a Participant’s related Award Agreement, a Participant’s rights with respect to an RSU Award granted to that Participant under this Plan shall be available during his or her lifetime only to such Participant. Any attempted assignment of an RSU Award in violation of this Section 9.3 shall be null and void.

9.4 Form and Timing of Delivery.

If a Participant’s RSU Award Agreement provides for payment in cash, payment equal to the Fair Market Value of the Shares underlying the RSU Award, calculated as of the last day of the applicable Vesting Period, shall be made in a single lump-sum payment. If a Participant’s RSU Award Agreement provides for payment in Shares, the Shares underlying the RSU Award shall be delivered to the Participant. Subject to the provisions of Article 12 hereof, such payment of cash or Shares shall be made no later than March 15 following the end of the calendar year during which the RSU Award vests, or as soon as practicable thereafter if payment is delayed due to unforeseeable events. Such delivered Shares shall be freely transferable by the Participant.

9.5 Voting Rights and Dividends.

During the applicable Vesting Period, Participants holding RSUs shall not have voting rights with respect to the Shares underlying such RSUs. During the applicable Vesting Period, Participants holding RSUs granted hereunder shall, unless the Committee otherwise determines, be credited with dividend equivalents, in the form of cash or additional RSUs (as determined by the Committee in its sole discretion), if a cash dividend is paid with respect to the Shares. The extent to which dividend equivalents shall be credited shall be determined in the sole discretion of the Committee. Such dividend equivalents shall be subject to a Vesting Period equal to the remaining Vesting Period of the RSUs with respect to which the dividend equivalents are paid. Dividend equivalents credited with respect to Performance Units/Shares that do not vest shall be forfeited.

9.6 Termination of Employment, Service or Directorship.

Each RSU Award Agreement shall set forth the extent to which the applicable Participant shall have the right to receive a payout of cash or Shares with respect to unvested RSUs following termination of the Participant’s employment, service or directorship with the Company and/or its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, shall be included in each Award Agreement entered into with a Participant with respect to RSUs, need not be uniform among all RSUs granted pursuant to this Article 9 and may reflect distinctions based on the reasons for termination.

ARTICLE 10

Performance Measures

10.1 Performance Measures. Unless and until the Committee proposes and shareholders approve a change in the general performance measures set forth in this Article 10, the attainment of which may determine the degree of payout and/or vesting with respect to Awards which are designed to qualify for the Performance-Based Exception, the performance measure(s) to be used for purposes of such grants shall be chosen from among the following alternatives:

(a)

Cash Flow;

(b)

Cash Flow Return on Capital;

(c)

Cash Flow Return on Assets;

(d)

Cash Flow Return on Equity;

(e)

Net Income;

(f)

Return on Capital

(g)

Return on Invested Capital;

(h)

Return on Assets;

(i)

Return on Equity;

(j)

Share Price;

(k)

Earnings Per Share (basic or diluted);

(l)

Earnings Before Interest and Taxes;

(m)

Earnings Before Interest, Taxes, Depreciation and Amortization;

(n)

Total and Relative Shareholder Return;

(o)

Operating Income;

(p)

Return on Net Assets;

(q)

Gross or Operating Margins;

(r)

Safety; and

(s)

Economic Value Added or EVA.

Subject to the terms of this Plan, each of these measures shall be defined by the Committee on a consolidated, segment, group, subsidiary or division basis or in comparison to one or more peer group companies or indices, and may include or exclude specified research and development expenses, acquisition costs, operating expenses from acquired businesses or corporate transactions, and such other unusual or extraordinary items as defined by the Committee in its sole discretion.

10.2 Adjustments. The Committee shall have the sole discretion to adjust determinations of the degree of attainment of the pre-established performance goals; provided, however, that, except in connection with a Change in Control, an Award that is designed to qualify for the Performance-Based Exception may not be adjusted in a manner that would result in the Award no longer qualifying for the Performance-Based Exception. The Committee shall retain the discretion to adjust such Awards downward.

10.3 Compliance with Code Section 162(m). In the event that applicable tax and/or securities laws or regulations change to permit Committee discretion to alter the governing performance measures without obtaining shareholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining shareholder approval; provided that after such change or changes the Award continues to qualify for the Performance-Based Exception. In addition, in the event that the Committee determines that it is advisable to grant Awards which shall not qualify for the Performance-Based Exception, the Committee may make such grants without satisfying the requirements of Code Section 162(m) and the regulations issued thereunder. Any performance-based Awards granted to Officers or Directors that are not intended to qualify as qualified performance-based compensation under Section 162(m) of the Code shall be based on achievement of such performance measure(s) and be subject to such terms, conditions and restrictions as the Committee shall determine.

ARTICLE 11

Beneficiary Designation

Each Participant under this Plan may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Plan is to be paid in case of the Participant’s death before he or she receives any or all of such benefit. Each such designation shall revoke all prior designations by the same Participant, shall be in a form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate.

ARTICLE 12

Deferrals

The Committee may, in its sole discretion, permit selected Participants to elect to defer payment of some or all types of Awards, or may provide for the deferral of an Award in an Award Agreement; provided, however, that the timing of any such election and payment of any such deferral shall be specified in the Award Agreement and shall conform to the requirements of Code Section 409A(a)(2), (3) and (4) and the regulations and rulings issued thereunder. Any deferred payment, whether elected by a Participant or specified in an Award Agreement or by the Committee, may be forfeited if and to the extent that the applicable Award Agreement so provides.

ARTICLE 13

Rights of Employees, Directors and Consultants

13.1 Employment or Service.

Nothing in this Plan shall interfere with or limit in any way the right of the Company to terminate any Participant’s employment or service at any time, nor confer upon any Participant any right to continue in the employ or service of the Company.

13.2 No Contract of Employment. Neither an Award nor any benefits arising under this Plan shall constitute part of a Participant’s employment contract with the Company or any Subsidiary, and accordingly, subject to the provisions of Article 15 hereof, this Plan and the benefits hereunder may be terminated at any time in the sole and exclusive discretion of the Board without giving rise to liability on the part of the Company or any Subsidiary for severance payments.

13.3 Transfers Between Participating Entities. For purposes of this Plan, a transfer of a Participant’s employment between the Company and a Subsidiary, or between Subsidiaries, shall not be deemed to be a termination of employment. Upon such a transfer, the Committee may make such adjustments to outstanding Awards as it deems appropriate to reflect the change in reporting relationships.

ARTICLE 14

Change in Control

The treatment of outstanding Awards upon the occurrence of a Change in Control, unless otherwise specifically prohibited under applicable laws, or by the rules and regulations of any governing governmental agencies or national securities exchanges shall be determined in the sole discretion of the Committee and shall be described in the Award Agreements and need not be uniform among all Participants or Awards granted pursuant to this Plan.

ARTICLE 15

Amendment, Modification and Termination

15.1 Amendment, Modification, and Termination.

The Board may at any time and from time to time, alter, amend, suspend or terminate this Plan in whole or in part, provided, however, that shareholder approval shall be required for any amendment that materially alters the terms of this Plan or is otherwise required by applicable legal requirements. No amendment or alteration that would adversely affect the rights of any Participant under any Award previously granted to such Participant shall be made without the consent of such Participant. Notwithstanding anything in this Plan to the contrary, Participant consent shall not be required for any amendment to Article 19 hereof that is deemed necessary or appropriate by the Company to ensure compliance with the Dodd-Frank Wall Street Reform and Consumer Protection Act or Section 10D of the Exchange Act, or any rules or regulations promulgated thereunder.

15.2 Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events.

Subject to Sections 10.2 and 10.3, the Committee may make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 4.3 hereof) affecting the Company or the financial statements of the Company or in recognition of changes in applicable laws, regulations or accounting principles, whenever the Committee determines that such adjustments are appropriate.

ARTICLE 16

Withholding

The Company shall have the right to deduct applicable taxes from any Award payment and withhold, at the time of delivery or vesting of cash or Shares under this Plan, or at the time applicable law otherwise requires, an appropriate amount of cash or number of Shares or a combination thereof for payment of taxes required by law or to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for withholding of such taxes. The Committee may permit withholding to be satisfied by the transfer to the Company of Shares theretofore owned by the holder of the Award with respect to which withholding is required. If Shares are used to satisfy tax withholding, such Shares shall be valued at their Fair Market Value on the date when the tax withholding is required to be made.

ARTICLE 17

Indemnification

Each person who is or shall have been a member of the Committee, or of the Board, or an officer of the Company to whom the Committee has delegated authority in accordance with Article 3 hereof, shall be indemnified and held harmless by the Company against and from: (a) any loss, cost, liability, or expense that may be imposed upon or reasonable incurred by him or her in connection with or resulting from any claim, action, suit or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under this Plan, except for any such action or failure to act that constitutes willful misconduct on the part of such person or as to which any applicable statute prohibits the Company from providing indemnification; and (b) any and all amounts paid by him or her in settlement of any claim, action, suit or proceeding as to which indemnification is provided pursuant to clause (a) of this sentence, with the Company’s approval, or paid by him or her in satisfaction of any judgment or award in any such action, suit or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf.

The foregoing right of indemnification shall be in addition to any other rights of indemnification to which such persons may be entitled under the Company’s Articles of Incorporation or Amended and Restated By-Laws (each, as amended from time to time), as a matter of law, or otherwise.

ARTICLE 18

Successors

All obligations of the Company under this Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the direct or indirect result of a merger, consolidation, purchase of all or substantially all of the business and/or assets of the Company or other transaction.

ARTICLE 19

Clawback Provisions

The ability of the Company and/or the Board to forfeit Awards granted or recover Awards paid under this Plan, unless otherwise specifically prohibited under applicable laws, or by the rules and regulations of any governing governmental agencies or national securities exchanges, may be determined in the sole discretion of the Committee and described in the Award Agreements and need not be uniform among all Participants or Awards granted pursuant to this Plan.

ARTICLE 20

General Provisions

20.1 Restrictions and Legends.

No Shares or other form of payment shall be issued or transferred with respect to any Award unless the Company shall be satisfied that such issuance or transfer will be in compliance with applicable U.S. federal and state securities laws. The Committee may require each person receiving Shares pursuant to an Award under this Plan to represent to and agree with the Company in writing that the Participant is acquiring the Shares for investment without a view to distribution thereof. Any certificates evidencing Shares delivered under this Plan (to the extent that such Shares are so evidenced) may be subject to such stop-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any securities exchange or transaction reporting system upon which the Shares are then listed or to which they are admitted for quotation and any applicable U.S. federal or state securities law. In addition to any other legend required by this Plan, any certificates for such Shares may include any legend that the Committee deems appropriate to reflect any restrictions on transfer of such Shares.

20.2 Gender and Number.

Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine, the plural shall include the singular and the singular shall include the plural.

20.3 Severability.

If any provision of this Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Plan, and this Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

20.4 Requirements of Law.

The granting of Awards and the issuance of Shares under this Plan shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

20.5 Uncertificated Shares.

To the extent that this Plan provides for issuance of certificates to reflect the transfer of Shares, the transfer of such Shares may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the rules of any stock exchange or transaction reporting system on which the Shares are listed or to which the Shares are admitted for quotation.

20.6 Unfunded Plan.

Insofar as this Plan provides for Awards of cash, Shares or rights thereto, it will be unfunded. Although the Company may establish bookkeeping accounts with respect to Participants who are entitled to cash, Shares or rights thereto under this Plan, it will use any such accounts merely as a bookkeeping convenience. Participants shall have no right, title or interest whatsoever in or to any investments that the Company may make to aid it in meeting its obligations under this Plan. Nothing contained in this Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any Participant, beneficiary, legal representative or any other person. To the extent that any person acquires a right to receive payments from the Company under this Plan, such right shall be no greater than the right of an unsecured general creditor of the Company. All payments to be made hereunder shall be paid from the general funds of the Company and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts, except as expressly set forth in this Plan. This Plan is not intended to be subject to ERISA.

20.7 No Fractional Shares.

No fractional Shares shall be issued or delivered pursuant to this Plan or any Award. The Committee shall determine whether cash, Awards or other property shall be delivered or paid in lieu of fractional Shares or whether such fractional Shares or any rights thereto shall be forfeited or otherwise eliminated.

20.8 Governing Law.

This Plan and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by mandatory provisions of the Code or the securities laws of the United States, will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any conflicts of laws provisions thereof that would result in the application of the laws of any other jurisdiction.

20.9 Compliance with Code Section 409A. To the extent applicable, it is intended that this Plan and any grant made hereunder comply with or be exempt from the provisions of Code Section 409A. This Plan and any grants made hereunder shall be administered and interpreted in a manner consistent with this intent.

Exhibit 10.10

BWX TECHNOLOGIES, INC.

EXECUTIVE INCENTIVE COMPENSATION PLAN

AMENDED & RESTATED AS OF JULY 1, 2015

Table of Contents


ARTICLE 1 – PURPOSE		1

ARTICLE 2 – DEFINITIONS		1

(a)	Affiliated Company	1

(b)	Award Opportunity	1

(c)	Board	1

(d)	Code	1

(e)	Committee	1

(f)	Company	1

(g)	Consolidated Balance Sheet	1

(h)	Consolidated Financial Statements	2

(i)	Covered Employee	2

(j)	Economic Value Added	2

(k)	Employee	2

(l)	Equity	2

(m)	Final Award	2

(n)	Participant	2

(o)	Plan	2

(p)	Qualified Performance-Based Award	2

(q)	Salary	3

(r)	Subsidiary	3

(s)	Target Incentive Award	3

ARTICLE 3 – UNFUNDED STATUS OF THE PLAN		3

ARTICLE 4 – ADMINISTRATION OF THE PLAN		3

ARTICLE 5 – ELIGIBILITY AND PARTICIPATION		4

ARTICLE 6 – AWARD DETERMINATION		4


(a)	Performance Measures and Performance Goals	4

(b)	Award Opportunities	5

(c)	Adjustment of Performance Goals and Award Opportunities	5

(d)	Final Award Determinations	5

(e)	Award Limit	6

(f)	Threshold Levels of Performance	6

ARTICLE 7 – PAYMENT OF AWARDS		6

ARTICLE 8 – QUALIFIED PERFORMANCE-BASED AWARDS		6

(a)	Applicability of Article 8	6

(b)	Establishment of Award Opportunities	7

(c)	Components of Award Opportunities	7

(d)	No Adjustment of Performance Goals or Award Opportunities	8

ARTICLE 9 – LIMITATIONS		8

ARTICLE 10 – CLAWBACK PROVISIONS		9

ARTICLE 11 – AMENDMENT, SUSPENSION, TERMINATION, OR ALTERATION OF THE PLAN		10

ARTICLE 12 – COMMENCEMENT OF AWARDS		10

Article 1 – Purpose

The purpose of the plan is to make provision for the payment of supplemental compensation to managerial and other key Employees who contribute materially to the success of the Company or one or more of its Subsidiary or Affiliated Companies, thereby affording them an incentive for and a means of participating in that success.

Article 2 – Definitions

For the purpose of the Plan, the following definitions shall be applicable:

(a) Affiliated Company . Any corporation, joint venture, or other legal entity in which BWX Technologies, Inc.,, directly or indirectly, through one or more Subsidiaries, owns less than fifty percent (50%) but at least twenty percent (20%) of its voting control.

(b) Award Opportunity . The various levels of incentive award payouts which a Participant may earn under the Plan, as established by the Committee pursuant to Sections 6(a), 6(b) and 8(b) herein.

(d) Code . “Code” means the Internal Revenue Code of 1986, as amended.

(e) Committee . “Committee” means the Compensation Committee of the Board of Directors. The Committee shall be constituted so as to permit the Program to comply with the exemptive provisions of Section 16 of the Securities Exchange Act of 1934, and the rules promulgated thereunder, and the rules and regulations approved by national securities exchanges.

(f) Company . “Company” means BWX Technologies, Inc.,, a Delaware corporation (or any successor thereto).

(g) Consolidated Balance Sheet With respect to each fiscal year of the Company, the Consolidated Balance Sheet included in the Company’s

Consolidated Financial Statements for such year, as certified by the Company’s independent public accountants, and set forth in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission.

(h) Consolidated Financial Statements . With respect to each fiscal year of the Company, the Company’s Consolidated Balance Sheet and Consolidated Statement of Income and Retained Earnings for such year.

(i) Covered Employee . A Participant who is one of the group of “covered employees,” as defined in the Regulations promulgated under Code Section 162(m)(3) or who the Committee determines is likely to become one of the group of “covered employees” as defined under Code Section 162(m).

(j) Economic Value Added . Economic Value Added, with respect to each fiscal year of the Company, is defined as net operating profit after tax minus the product of capital and the cost of capital.

(k) Employee . Any person who is regularly employed by the Company or any of its Subsidiary or Affiliated Companies on a full-time salaried basis, including any Employee who also is an officer or director of the Company or of any of its Subsidiary or Affiliated Companies.

(l) Equity . Total stockholders’ equity as reported in the Company’s Consolidated Balance Sheet.

(m) Final Award . The actual award earned during a plan year by a Participant, as determined by the Committee following the end of a plan year; provided Participant is still an Employee when payment is to be made pursuant to Article 7 herein.

(n) Participant . An Employee who has received an Award Opportunity.

(o) Plan . The Executive Incentive Compensation Plan of BWX Technologies, Inc..

(p) Qualified Performance-Based Award . An award or portion of an award granted to a Covered Employee that is intended to satisfy the requirements for “qualified performance-based compensation” under Code Section 162(m).

(q) Salary . The annual basic compensation earned during a plan year (including any portion which may have been deferred).

(r) Subsidiary . Any corporation, joint venture or other legal entity in which the Company, directly or indirectly, owns more than fifty percent (50%) of its voting control.

(s) Target Incentive Award . The award to be paid to Participants when the Company meets “targeted” performance results, as established by the Committee.

Article 3 – Unfunded Status of the Plan

(a) Each Final Award shall be paid from the general funds of the Participant’s employer. The entire expense of administering the Plan shall be borne by the Company.

(b) No special or separate funds shall be established, or other segregation of assets made to execute payment of Final Awards. No Employee, or other person, shall have, under any circumstances, any interest whatsoever, vested or contingent, in any particular property or asset of the Company or any Subsidiary or Affiliated Company by virtue of any Final Award.

Article 4 – Administration of the Plan

Full power and authority to construe, interpret and administer the Plan shall be vested in the Committee. A determination by the Committee in carrying out or administering the Plan shall be final and binding for all purposes and upon all interested persons, their heirs, and personal representative(s). Except as prohibited by applicable law or limited by Article 8 herein, the Committee may delegate to the Chief Executive Officer and to executive officers of the Company its duties under this Plan pursuant to such conditions or limitations as the Committee may establish.

Article 5 – Eligibility and Participation

All Employees are eligible for participation in the Plan. Actual participation in the Plan shall be based upon recommendations by the Chief Executive Officer of the Company, subject to approval by the Committee. The Chief Executive Officer of the Company shall automatically participate in the Plan.

Article 6 – Award Determination

(a) Performance Measures and Performance Goals.

For each plan year, the Committee shall select performance measures and shall establish performance goals for that plan year. Except as provided in Article 8 herein, the performance measures may be based on any combination of corporate, segment, group, subsidiary, divisional, and/or individual goals.

For each plan year, the Committee shall establish ranges of performance goals which will correspond to various levels of Award Opportunities. Each performance goal range shall include a level of performance at which one hundred percent (100%) of the Target Incentive Award shall be earned. In addition, each range shall include levels of performance above and below the one hundred percent (100%) performance level.

After the performance goals are established, the Committee will align the achievement of the performance goals with the Award Opportunities (as described in Article 6(b) herein), such that the level of achievement of the pre-established performance goals at the end of the plan year will determine the Final Awards. Except as provided in Article 8 herein, the Committee shall have the authority to exercise subjective discretion in the determination of Final Awards, and the authority to delegate the ability to exercise subjective discretion in this respect.

(b) Award Opportunities.

For each plan year, the Committee shall establish, in writing, Award Opportunities which correspond to various levels of achievement of the pre-established performance goals. The established Award Opportunities shall vary in relation to the job classification of each Participant.

Once established, performance goals normally shall not be changed during the plan year. However, except as provided in Article 8 herein, if the Committee determines that external changes or other unanticipated business conditions have materially affected the fairness of the goals, then the Committee may approve appropriate adjustments to the performance goals (either up or down) during the plan year as such goals apply to the Award Opportunities of specified Participants. In addition, the Committee shall have the authority to reduce or eliminate the Final Award determinations, based upon any objective or subjective criteria it deems appropriate.

Notwithstanding any other provision of this Plan, in the event of any change in Corporate capitalization, such as a stock split, or a corporate transaction, such as any merger, consolidation, separation, including a spin-off, or other distribution of stock or property of the Company, any reorganization (whether or not such reorganization comes within the definition of such term in Code Section 368), or any partial or complete liquidation of the Company, an adjustment shall be made in the Award Opportunities and/or the performance measures or performance goals related to then-current performance periods, as may be determined to be appropriate and equitable by the Committee, in its sole discretion, to prevent dilution or enlargement of rights; provided, however, that subject to Article 8 herein, no such adjustment shall be made to a Qualified Performance-Based Award where such action would cause the award to no longer qualify for the exception for “qualified performance-based compensation” under Code Section 162(m).

(d) Final Award Determinations.

At the end of each plan year, Final Awards shall be computed for each Participant as determined by the Committee. Subject to the terms of Article 8 herein, Final Award amounts may vary above or below the Target Incentive Award, based on the level of achievement of the pre-established corporate, segment, group, divisional, and/or individual performance goals.

(e) Award Limit.

The Committee may establish guidelines governing the maximum Final Awards that may be earned by Participants (either in the aggregate, by Employee class, or among individual Participants) in each plan year. The guidelines may be expressed as a percentage of goals or financial measures, or such other measures as the Committee shall from time to time determine; provided, however, that the maximum payout with respect to a Final Award payable to any one Participant in connection with performance in any one plan year shall be three million dollars ($3,000,000).

(f) Threshold Levels of Performance.

The Committee may establish minimum levels of performance goal achievement, below which no payouts of Final Awards shall be made to any Participant.

Article 7 – Payment of Awards

Each and every Final Award shall be payable in a lump sum no later than the March 15 following the end of the Plan year during which the award is earned, or as soon as administratively practicable thereafter in the event payment is delayed due to unforeseeable events.

Article 8 – Qualified Performance-Based Awards

(a) Applicability of Article 8.

The provisions of this Article 8 shall apply only to Qualified Performance-Based Awards. Qualified Performance-Based Awards include only those awards that are designated by the Committee as Qualified Performance-Based Awards. In the event of any inconsistencies between this Article 8 and the other Plan provisions as they pertain to Qualified Performance-Based Awards, the provisions of this Article 8 shall control.

(b) Establishment of Award Opportunities.

Except as provided for by the Committee at the time a Qualified Performance Based Award is made, Qualified Performance-Based Awards shall be established as a function of the Covered Employee’s base Salary. As specified by the Committee at the time the Qualified Performance-Based Award is made, base Salary for this purpose may be stated as a percentage of the base Salary of a Covered Employee at the time the performance measures are established, at the time the Final Award is paid or during the plan year. For each plan year, the Committee shall establish, in writing, various levels of Final Awards which will be paid with respect to specified levels of attainment of the pre-established performance goals.

Each Qualified Performance-Based Award shall be based on: (a) the Covered Employee’s Target Incentive Award; (b) the potential Final Awards corresponding to various levels of achievement of the pre-established performance goals, as established by the Committee; and (c) Company, segment, group, subsidiary or division performance in relation to the pre-established performance goals. Performance measures which may serve as determinants of Qualified Performance-Based Awards shall be limited to Cash Flow, Cash Flow Return on Capital, Cash Flow Return on Assets, Cash Flow Return on Equity, Earnings Per Share (basic or diluted), Net Income, Operating Income, Return on Assets, Return on Capital, Return on Equity, Return on Invested Capital, Safety, Share Price, Total and Relative Shareholder Return and Economic Value Added. At the time the performance measures are established, the Committee, in a manner consistent with Code Section 162(m), may specify that such performance measures shall be adjusted to exclude any negative impact caused by research and development expenses, acquisition costs, operating expenses from acquired businesses or corporate transactions, changes in accounting principles and such other unusual, nonrecurring or extraordinary items specified by the Committee in its sole discretion. The Committee shall have the right through discretionary downward adjustments to exclude the positive impact of the aforementioned items and occurrences.

(d) No Adjustment of Performance Goals or Award Opportunities.

In the case of Qualified Performance-Based Awards, each Covered Employee’s Final Award shall be based exclusively on the Award Opportunity levels established by the Committee at the time the Qualified Performance-Based Award is made. In addition, performance goals shall not be changed following their establishment where such action would cause the award to no longer qualify for the exception for “qualified performance-based compensation” under Code Section 162(m), and no payout shall be made when the minimum performance goals are not met or exceeded. The Committee, however, shall have the discretion to decrease or eliminate the amount of the Final Award otherwise payable on account of a Qualified Performance-Based Award. Notwithstanding the above, in the event that changes in the tax law are made to Code Section 162(m) to permit greater flexibility with respect to any Qualified Performance-Based Award available under the Plan, the Committee, subject to Article 11, may make such adjustments it deems appropriate, provided that after such adjustment the award would continue to satisfy the requirement for “qualified performance-based compensation” under Code Section 162(m).

Article 9 – Limitations

(a) No person shall at any time have any right to a payment hereunder for any fiscal year, and no person shall have authority to enter into an agreement for the making of an Award Opportunity or payment of a Final Award or to make any representation or guarantee with respect thereto.

(b) An employee receiving an Award Opportunity shall have no rights in respect of such Award Opportunity, except the right to receive payments, subject to the conditions herein, of such Award Opportunity, which right may not be assigned or transferred except by will or by the laws of descent and distribution.

(c) Neither the action of the Company in establishing the Plan, nor any action taken by the Committee under the Plan, nor any provision of the Plan shall be construed as giving to any person the right to be retained in the employ of the Company or any of its Subsidiary or Affiliated Companies.

Article 10 – Clawback Provisions

(a) For any Award Opportunity established under this Plan on or after February 22, 2011, in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the U.S. federal securities laws as a result of fraud (a “Restatement”), the Company will have the right to recover from each current or former Participant who the Board reasonably determines knowingly engaged in the fraud (the “Subject Participant”) who earned a Final Award during the three-year period preceding the date on which the Board or the Company, as applicable, determines the Company is required to prepare the Restatement (the “Three-Year Period”) the amount of such Final Award in excess of what would have been earned by the current or former Subject Participant under the Restatement.

(b) In the event a Restatement is required, the Board, based upon a recommendation by the Committee, will (1) review each current and former Subject Participant’s Final Awards earned under this Plan (for Award Opportunities established under this Plan on or after February 22, 2011) during the Three-Year Period and (2) in accordance with Article 10 hereof, with respect to each current and former Subject Participant, will take reasonable action to seek recovery of the amount of such Final Awards in excess of what would have been earned by the current or former Subject Participant under the Restatement (but in no event more than the total amount of such Awards), as such excess amount is reasonably determined by the Board, in compliance with Section 409A of the Code. There shall be no duplication of recovery under Article 10 hereof and any of 15 U.S.C. Section 7243 (Section 304 of The Sarbanes-Oxley Act of 2002) and Section 10D of the Securities Exchange Act of 1934 (the “Exchange Act”).

Article 11 – Amendment, Suspension, Termination, or Alteration of the Plan

The Board may, at any time or from time to time, amend, suspend, terminate or alter the Plan, in whole or in part, but it may not thereby affect adversely rights of Participants, their spouses, children, and personal representative(s) with respect to Final Awards previously made. Notwithstanding anything in this Plan to the contrary, the Board may make any amendment to Article 10 hereof that is deemed necessary or appropriate by the Company to ensure compliance with the Dodd-Frank Wall Street Reform and Consumer Protection Act or Section 10D of the Exchange Act, or any rules or regulations promulgated thereunder.

Article 12 – Commencement of Awards

The Company’s fiscal year ending December 31, 2010 shall be the first fiscal year with respect to which Award Opportunities may be made under the Plan.

Exhibit 10.11

BWX TECHNOLOGIES, INC.

EXECUTIVE SEVERANCE PLAN

Amended and Restated Effective July 1, 2015

Table of Contents


				Page
PREAMBLE					1

ARTICLE	1	-	PARTICIPATION OF OTHER EMPLOYERS		2

	1.1	-	Designation of Participating Employers		2
	1.2	-	Obligations of Participating Employers		2
	1.3	-	Withdrawal of a Participating Employer		2

ARTICLE	2	-	ELIGIBILITY, PARTICIPATION AND BENEFITS		2

	2.1	-	Eligibility		2
	2.2	-	Participation		2
	2.3	-	Severance Benefits		3

ARTICLE	3	-	FUNDING THE PLAN		4

	3.1	-	Funding Policy		4
	3.2	-	Contributions		4

ARTICLE	4	-	PLAN ADMINISTRATION		4

	4.1	-	Plan Administrator		4
	4.2	-	Powers and Duties of the Plan Administrator		4
	4.3	-	Allocation and Delegation of Responsibility		5
	4.4	-	Reliance by Plan Sponsor		5
	4.5	-	Indemnification		5
	4.6	-	Claims Procedure		5

ARTICLE	5	-	AMENDMENT AND TERMINATION		6

	5.1	-	Amendment		6
	5.2	-	Termination		6

ARTICLE	6	-	GENERAL PROVISIONS		7

	6.1	-	Action by Plan Sponsor		7
	6.2	-	Recovery of Overpayments		7
	6.3	-	Data		7
	6.4	-	Headings		7
	6.5	-	Construction and Controlling Law		7
	6.6	-	No Waiver or Estoppel		7
	6.7	-	Severability		8

APPENDIX	A	-	PARTICIPATING EMPLOYERS		9

PREAMBLE

The BWX Technologies, Inc. Executive Severance Plan (the “Plan” ) was originally established effective November 5, 2012. The Plan has been amended and restated by BWX Technologies, Inc. (the “Plan Sponsor”) effective July 1, 2015 (the “Effective Date” ).

The Plan is governed by the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”). It has been designed to qualify for certain exemptions under Title I of ERISA that apply to plans that are unfunded and maintained primarily for the purpose of providing benefits for a select group of management or highly compensated employees. The plan is intended to qualify for certain exemptions from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”) for short term deferrals and separation pay plans.

The first Plan Year shall be a short Plan Year beginning on November 5, 2012 and ending on December 31, 2012. Thereafter, the Plan Year shall be the twelve (12) month period beginning on January 1 and ending on December 31 of each calendar year.

ARTICLE 1

PARTICIPATION OF OTHER EMPLOYERS

1.1

Designation of Participating Employers

The Plan Sponsor may designate other participating subsidiary and/or affiliated companies from time to time to participate in the Plan (the “Participating Employers” ). Such designation may include a limitation as to the classes or groups of employees of such subsidiary or affiliated corporation that may participate in the Plan. The name of each Participating Employer that has adopted the Plan shall be recorded on Appendix A hereto, as may be revised from time to time.

1.2

Obligations of Participating Employers

The Plan Sponsor and any subsidiary or affiliated company which has been designated as a Participating Employer shall have the obligation to fund the benefits provided to its own employees, and no other Participating Employer shall have such obligation. Any failure by the Plan Sponsor or any Participating Employer to meet its obligation under the Plan in such respect shall have no effect on any other Participating Employer.

1.3

Withdrawal of a Participating Employer

Any Participating Employer may withdraw from the Plan at any time without affecting any other Participating Employer. The Plan Sponsor may in its absolute discretion terminate any Participating Employer’s participation in the Plan at any time.

ARTICLE 2

ELIGIBILITY, PARTICIPATION AND BENEFITS

2.1

Eligibility

Each employee of the Plan Sponsor or a Participating Employer who has been elected to the office of vice president or president of the Plan Sponsor or a Participating Employer shall be eligible to participate in the Plan (an “Eligible Employee” ).

2.2

Participation

Each Eligible Employee whose compensation is reviewed and approved by the Compensation Committee of the Board of Directors of the Plan Sponsor (the “Committee” ) shall be a “Participant”. Participation in the Plan shall begin on the date the Eligible Employee is notified in writing of his participation and shall continue until the earliest of the following:

(a)

The date he is notified, in writing, that he is no longer a Participant in the Plan;

(b)

The date he is no longer employed by the Plan Sponsor or any Participating Employer; or

(c)

The date the Plan terminates.

2.3

Severance Benefits

A Participant whose employment is terminated by the Plan Sponsor or a Participating Employer for reasons other than “Cause” shall be entitled to the benefits set forth below, provided he has signed an agreement that is no longer subject to revocation prepared by the Plan Sponsor which is a general release of the Plan Sponsor, and its affiliates, directors, officers and other customary persons from any claim or liability arising out of or related to his employment with or termination of employment from the Plan Sponsor or a Participating Employer, as applicable, and shall include non-compete, nondisclosure, non-disparagement and non-solicitation covenants.

(a)

A lump sum amount, in cash, as soon as administratively practicable after the Participant’s date of termination of employment ( but in no event later than March 15 following the year in which the termination occurs) equal to 52 weeks base salary as in effect on the date of termination.

(b)

A lump sum amount, in cash, equal to the “Applicable Premium” for nine months of “Continuation Coverage” in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended and regulations and rulings issued thereunder (“ COBRA ”) for the medical, dental and/or vision benefits in effect for the Participant and his Qualified Beneficiaries on the date of termination. Such payment shall be made as soon as administratively practicable following the Participant’s date of termination of employment (but in no event later than March 15 following the year in which the termination occurs.)

(c)

Access to employer-paid outplacement services for the twelve (12) month period beginning on the later of the Participant’s date of termination or the expiration of the release agreement revocation period.

(d)

If the Participant is entitled to Continuation Coverage under an employer-sponsored group health plan as a result of his termination of employment, the “Maximum Required Period” for such continuation coverage for the Participant and his Qualified Beneficiaries shall be extended from 18 months to 24 months.

For purposes of this Section 2.3, “Applicable Premium”, “Continuation Coverage”, “Qualified Beneficiary” and “Maximum Coverage Period” shall have the meanings ascribed to such terms under COBRA, and “Cause” shall mean (i) the willful and continued failure of the Participant to perform substantially his duties with the Company (occasioned by reason other than physical or mental illness or disability of Employee) after a written demand for substantial performance is delivered to him by the Compensation Committee of the Board of Directors of the Plan Sponsor or the Chief Executive Officer of the Plan Sponsor which specifically identifies the manner in which the Compensation Committee of the Board of Directors or the Chief Executive Officer believes that the Participant has not substantially performed his duties, after which the Participant shall have thirty days to defend or remedy such failure to substantially perform his duties; (ii) the willful engaging by Employee in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company; or (iii) the conviction of Employee with no further possibility of appeal, or plea of guilty or nolo contendere by Employee to any felony.

The cessation of employment of the Participant under clause (i) and (ii) above shall not be deemed to be for “Cause” unless and until there shall have been delivered to the Participant a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Compensation Committee of the Board of Directors of the Plan

Sponsor at a meeting of such Committee called and held for such purpose (after reasonable notice is provided to the Participant and he is given an opportunity, together with his counsel, to be heard before such Committee), finding that, in the good faith opinion of such Committee, the Participant is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail.

ARTICLE 3

FUNDING THE PLAN

3.1

Funding Policy

The Plan Sponsor shall fund the Plan in a manner consistent with the provisions of ERISA and such other laws and regulations as may be applicable, to the end that benefits payable under this Plan shall be funded on a lawful and sound basis. However, to the extent permitted by governing law, the Plan Sponsor shall be free to determine the funding method of the Plan.

3.2

Contributions

The Plan is an unfunded plan. Benefits under the Plan shall be paid solely from the general assets of the Plan Sponsor and other Participating Employers. No contributions shall be made by employees.

ARTICLE 4

PLAN ADMINISTRATION

4.1

Plan Administrator

The Company is the Plan Administrator and a “named fiduciary” of the Plan for purposes of ERISA, and shall control and manage the operation and administration of the Plan.

4.2

Powers and Duties of the Plan Administrator

The Plan Administrator or its designee shall have the sole and exclusive discretionary authority to interpret the Plan and to make factual determinations regarding any and all matters arising hereunder, including but not limited to, the right to determine eligibility for benefits, to construe the terms of the Plan, to remedy possible ambiguities, inconsistencies or omissions and to establish rules for the administration of the Plan and the transaction of its business. The Plan Administrator shall exercise such others powers and perform such other duties as it, in its discretion, may deem necessary, desirable, advisable or proper for the supervision and administration of the Plan. Any decision by the Plan Administrator shall be final and binding upon all parties.

4.3

Allocation and Delegation of Responsibility

The Plan Administrator shall have the authority to delegate to any person any fiduciary responsibility under the Plan. Any person may serve in more than one fiduciary capacity with respect to the Plan. The Plan Administrator may also appoint and delegate to one or more individuals the power and duty to handle the non-fiduciary administrative functions of the Plan. The Plan Administrator may employ counsel and agents as well as such clerical and accounting services as it may require in carrying out the provisions of the Plan or complying with the requirements of ERISA or other federal law. Any person or firm so employed may be a person or firm then, theretofore or thereafter serving the Plan Sponsor or any Participating Employer in any capacity.

4.4

Reliance by Plan Sponsor

To the extent permitted by law, the Plan Sponsor, the Plan Administrator and any person to whom the Plan Administrator may delegate any duty or power in connection with administering the Plan and the officers and directors of the Plan Sponsor shall be entitled to rely conclusively upon, and shall be fully protected in any action taken or suffered by them in good faith in the reliance upon, any benefit plan consultant, counsel, accountant, investment manager, other specialist or other person selected by the Plan Sponsor or the Plan Administrator, or in reliance upon any tables, valuations, certificates, opinions or reports which shall be furnished by any of them. Further, to the extent permitted by law, neither the Plan Sponsor and the officers or directors thereof, nor the Plan Administrator and any person referred to in Section 4.3 shall be liable for any neglect, omission or wrongdoing of any other person.

4.5

Indemnification

To the extent not covered by insurance, or if there is a failure to provide full insurance coverage for any reason, the Plan Sponsor agrees to indemnify and hold all directors, officers and employees of the Plan Sponsor and of any Participating Employer harmless against any and all claims and causes of action by or on behalf of any and all parties whomsoever, and all losses therefrom, including without limitation, costs of defense and attorneys’ fees, based upon or arising out of any act or omission relating to, or in connection with the Plan, including the negligent act or omission to act on the part of such directors, officers and employees, other than losses resulting from such persons’ fraud or willful misconduct.

4.6

Claims Procedure

The Committee shall have sole discretionary authority with regard to the adjudication of any claims made under the Plan. All claims for benefits under the Plan shall be submitted in writing, shall be signed by the claimant and shall be considered filed on the date the claim is received by the Committee. In the event a claim is denied, in whole or in part, the claims procedures set forth below shall be applicable.

Upon the filing of a claim as above provided and in the event the claim is denied, in whole or in part, the Committee shall within ninety (90) days, (forty five (45) days for disability related claims,) provide the claimant with a written statement which shall be delivered or mailed to the claimant to his last known address, which statement shall contain the following:

(a)

the specific reason or reasons for the denial of benefits;

(b)

a specific reference to the pertinent provisions of the Plan upon which the denial is based;

(c)

a description of any additional material or information necessary for the claimant to perfect his claim for benefits and an explanation of why such material and information is necessary; and

(d)

an explanation of the review procedure provided below.

If special circumstances require additional time for processing the claim, the Committee shall advise the claimant prior to the end of the initial ninety (90) day or forty-five (45) day period, setting forth the reasons for the delay and the approximate date the Committee expects to render its decision. Any such extension shall not exceed ninety (90) days, or thirty (30) days for disability related claims.

Within ninety (90) days after receipt of the written notice of denial of a claim as provided above, a claimant or his authorized representative may request a review of the denial upon written application to the Committee, may review pertinent documents and may submit issues and comments in writing to the Committee. Within sixty (60) days (or forty-five days in the case of a disability related claim) after receipt of a written request for review, or within one hundred and twenty (120) days (or ninety days for disability related claims) in the event of special circumstances which require an extension of time for processing such application for review, the Committee shall notify the claimant of its decision by delivery or by Certified or Registered Mail to his last known address. The decision of the Committee shall be in writing and shall include the specific reasons for the decision and specific references to the pertinent provisions of the Plan on which such decision is based. The Committee shall advise the claimant prior to the end of the initial sixty (60) day or forty-five (45) day period, as applicable, if additional time is needed to process such application for review. The decision of the Committee shall be final and conclusive.

ARTICLE 5

AMENDMENT AND TERMINATION

5.1

Amendment

Notwithstanding any provision of any other communication, either oral or written, made by the Plan Sponsor, the Plan Administrator, a Participating Employer or any other individual or entity, the Plan Sponsor reserves the right at any time and from time to time, including retroactively if deemed necessary or appropriate, to modify or amend, in whole or in part, any or all of the provisions of the Plan.

The participation in the Plan of subsidiary or affiliated companies shall not limit the powers of the Plan Sponsor to amend the Plan, and any amendment to the Plan adopted by the Plan Sponsor shall be binding upon all Participating Employers.

5.2

Termination

Notwithstanding any provision of any other communication, either oral or written, made by the Plan Sponsor, the Plan Administrator, a Participating Employer or any other individual or entity, the Plan Sponsor reserves the right to terminate the Plan at anytime. Any amendment or termination of the Plan shall be effective at such date as the Plan Sponsor shall determine. No amendment or termination shall, except as required or permitted by law, affect benefits payable to Plan participants prior to the date of amendment or termination.

ARTICLE 6

GENERAL PROVISIONS

6.1

Action by the Plan Sponsor

Any action required to be taken by the Plan Sponsor shall be by resolution of the board of directors of the Plan Sponsor, and any action required to be taken by any Participating Employer shall be by resolution of its board of directors or other governing body, or by written instrument executed by persons or groups of persons empowered by its governing body to take such action.

6.2

Recovery of Overpayments

In the event that a Plan participant is erroneously paid a benefit to which he is not entitled under the Plan, the Plan Administrator reserves the right to collect any such overpayment from the participant.

6.3

Data

Each person entitled to benefits under the Plan must furnish to the Plan Administrator or its designee such documents, evidence or other information as the Plan Administrator or its designee deems necessary or desirable for the purpose of administering the Plan or to protect the Plan. The Plan Administrator shall be entitled to rely on representations made by eligible employees with respect to personal facts unless it actually knows such representations are false.

6.4

Headings

The headings of the Plan are inserted for convenience and reference only and shall have no effect upon the meaning of the provisions of the Plan.

6.5

Construction and Controlling Law

For purposes of the Plan, the masculine shall include the feminine, the singular shall include the plural, and the plural shall include the singular, in all cases where such a construction would be appropriate. The Plan shall be construed, regulated and administered in accordance with ERISA and the Code, and to the extent not preempted by federal law, in accordance with the laws of the State of North Carolina. Any dispute or claim arising out of this Plan which is not settled under the Plan’s administrative claims procedure and which is pursued beyond such claims procedure, shall be brought in Federal District Court, in Mecklenburg County, North Carolina.

6.6

No Waiver or Estoppel

No term, condition or provision of the Plan shall be deemed to have been waived, and there shall be no estoppels against the enforcement of any provision of the Plan, except by written instrument of the party charged with such waiver or estoppels. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

6.7

Severability

In case any provision of the Plan is held to be illegal, invalid, or unenforceable for any reason, such illegal, invalid, or unenforceable provision shall not affect the remaining provisions of the Plan, but the Plan shall be construed and enforced as if such illegal, invalid, or unenforceable provision had not been included herein.

APPENDIX A

Participating Employers

Effective as of July 1, 2015, the following are the Participating Employers:

•

BWXT mPower, Inc.

•

BWXT Nuclear Energy, Inc.

•

BWXT Nuclear Operations Group, Inc.

•

BWXT Technical Services Group, Inc.

•

BWXT Canada Ltd.

Exhibit 10.12

Supplemental Executive Retirement Plan

of BWX Technologies, Inc.

As Amended and Restated July 1, 2015

ARTICLE I

Purpose

1.1 Purpose of Plan . The purpose of this Supplemental Executive Retirement Plan of BWX Technologies, Inc. (the “Plan”) is to advance the interests of BWX Technologies, Inc., its subsidiaries and affiliates by providing certain deferred compensation opportunities for directors and officers as well as retirement benefits for officers that will attract and retain highly qualified directors and key employees accountable for the successful conduct of its business.

1.2 ERISA Status . The Plan is governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). It has been designed to qualify for certain exemptions under Title I of ERISA that apply to plans that are unfunded and maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees. The Plan is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and regulations and rulings issued thereunder, to the extent applicable.

1.3 Effective Date . The original effective date of this Plan was July 30, 2010. The Plan is amended and restated effective July 1, 2015 (the “Effective Date”).

ARTICLE II

Definitions and Construction

Definitions . Where the following words and phrases appear in the Plan, they shall have the respective meanings set forth below, unless their context clearly indicates to the contrary.

2.1

Account . Collectively, means the Participant’s Company Account and the Participant’s Deferral Account.

2.2

Account Value . At any given time, the sum of all amounts credited to the Participant’s Account, adjusted for any income, gain or loss and any payments attributable to such account. The opening Account Value on July 30, 2010 of a Participant who was a participant in the McDermott International, Inc. New Supplemental Executive Retirement Plan (the “MII SERP”) on the day before the Effective Date (a “MII SERP

Participant”) shall be equal to his account value in the MII SERP determined as of the close of business on the last business day immediately preceding July 30, 2010.

2.3

Beneficiary . Each person designated by a Participant, on a form provided by the Company for this purpose, to receive the Participant’s distribution under Article VI in the event of the Participant’s death prior to receiving complete payment of his Account. In order to be effective under this Plan, any form designating a Beneficiary must be delivered to the Committee before the Participant’s death. In the absence of such an effective designation of a Beneficiary, “Beneficiary” means the Participant’s spouse, or if there is no spouse on the date of the Participant’s death, the Participant’s estate, or heirs at law if there is no administration of the Participant’s estate.

2.4

Board . The Board of Directors of BWX Technologies, Inc. or the board of directors of a company that is a successor to the Company.

2.5

Bonus . Any bonus paid to a Participant under any plan, policy or program of the Company providing for the payment of annual bonuses to employees or any extraordinary payment paid to a Participant if such payment is designated by the Committee to be a Bonus for purposes of this Plan. Bonus shall not include any compensation under the Long-Term Incentive Plan of BWX Technologies, Inc. and any successor plan thereto.

2.6

Cause . Cause means:

(a)

the willful and continued failure of a Participant to perform substantially his duties with the Company (occasioned by reason other than physical or mental illness or disability) after a written demand for substantial performance is delivered to such Participant by the Committee or the Chief Executive Officer of the Company which specifically identifies the manner in which the Committee or the Chief Executive Officer believes that such Participant has not substantially performed his duties, after which such Participant shall have thirty (30) days to defend or remedy such failure to substantially perform his duties;

(b)

the willful engaging by a Participant in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company; or

(c)

the conviction of a Participant with no further possibility of appeal or, or plea of nolo contendere by such Participant to, any felony or crime of falsehood.

The cessation of employment of a Participant in connection with circumstances described in subparagraph (a) and (b) above shall not be deemed to be for “Cause” unless and until there shall have been delivered to such Participant a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Committee at a meeting of such Committee called and held for such purpose (after reasonable notice is provided to the Participant and the Participant is given an opportunity to be heard before the Committee), finding that, in the good faith opinion of the Committee, the Participant is guilty of the conduct described in subparagraph (a) or (b) above, and specifying the particulars thereof in detail.

2.7

Change in Control . A Change in Control will be deemed to have occurred for purposes of this Plan on the occurrence of any of the following:

(a)

30% Ownership Change : Any Person, other than an ERISA-regulated pension plan established by the Company, makes an acquisition of Outstanding Voting Stock and is, immediately thereafter, the beneficial owner of 30% or more of the then Outstanding Voting Stock, unless such acquisition is made directly from the Company in a transaction approved by a majority of the Incumbent Directors; or any group is formed that is the beneficial owner of 30% or more of the Outstanding Voting Stock (other than a group formation for the purpose of making an acquisition directly from the Company and approved (prior to such group formation) by a majority of the Incumbent Directors); or

(b)

Board Majority Change : Individuals who are Incumbent Directors cease for any reason to constitute a majority of the members of the Board; or

(c)

Major Mergers and Acquisitions : Consummation of a Business Combination unless, immediately following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Voting Stock immediately before such Business Combination beneficially own, directly or indirectly, more than 51% of the then outstanding shares of voting stock of the parent corporation resulting from such Business Combination in substantially the same relative proportions as their ownership, immediately before such Business Combination, of the Outstanding Voting Stock, (ii) if the Business Combination involves the issuance or payment by the Company of consideration to another entity or its shareholders, the total fair market value of such consideration plus the principal amount of the consolidated long-term debt of the entity or business being acquired (in each case, determined as of the date of consummation of such Business Combination by a majority of the Incumbent Directors) does not exceed 50% of the sum of the fair market value of the Outstanding Voting Stock plus the principal amount of the Company’s consolidated long-term debt (in each case, determined immediately before such consummation by a majority of the

Incumbent Directors), (iii) no Person (other than any corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of the then outstanding shares of voting stock of the parent corporation resulting from such Business Combination and (iv) a majority of the members of the board of directors of the parent corporation resulting from such Business Combination were Incumbent Directors of the Company immediately before consummation of such Business Combination; or

(d)

Major Asset Dispositions : Consummation of a Major Asset Disposition unless, immediately following such Major Asset Disposition, (i) individuals and entities that were beneficial owners of the Outstanding Voting Stock immediately before such Major Asset Disposition beneficially own, directly or indirectly, more than 70% of the then outstanding shares of voting stock of the Company (if it continues to exist) and of the entity that acquires the largest portion of such assets (or the entity, if any, that owns a majority of the outstanding voting stock of such acquiring entity) and (ii) a majority of the members of the Board (if it continues to exist) and of the entity that acquires the largest portion of such assets (or the entity, if any, that owns a majority of the outstanding voting stock of such acquiring entity) were Incumbent Directors of the Company immediately before consummation of such Major Asset Disposition.

For purposes of this definition of “Change in Control”,

(1)

“Person” means an individual, entity or group;

(2)

“group” is used as it is defined for purposes of Section 13(d)(3) of the Exchange Act;

(3)

“beneficial owner” is used as it is defined for purposes of Rule 13d-3 under the Exchange Act;

(4)

(5)

Director if his or her initial assumption of office occurs as a result of an actual or threatened election contest or other actual or threatened solicitation of proxies by or on behalf of a Person other than the Board;

(6)

“ Business Combination ” means

(x)

a merger or consolidation involving the Company or its stock or

(y)

an acquisition by the Company, directly or through one or more subsidiaries, of another entity or its stock or assets;

(7)

(8)

2.8

Code . The Internal Revenue Code of 1986, as amended.

2.9

Committee . The Compensation Committee of the Board, or such other administrative committee that is appointed by the Board to administer the Plan.

2.10

Company . BWX Technologies, Inc. and except where the context clearly indicates otherwise, shall include the Company’s subsidiaries and affiliates, as well as any successor to any such entities.

2.11

Company Account . The notional account maintained by the Committee reflecting each Participant’s Company Contributions, together with any income, gain or loss and any payments attributable to such account.

2.12

Company Contribution . The total contributions credited to a Participant’s Company Account for each Plan Year pursuant to the provisions of Section 4.1 or 4.2.

2.13

Compensation . In the case of Participants who are Eligible Employees, the salary, wages and other cash remuneration received by a Participant during any Plan Year or in respect of employment with the Company, including any contributions made to a plan described in Sections 125, 132(f) or 401(k) of the Code pursuant to a salary reduction agreement entered into between a Participant and the Company and Bonuses, and amounts, if any, deferred by the Participant under this Plan, but excluding cash payments under the Company’s 2010 Long-Term Incentive Plan and any successor plan thereto and other additional remuneration in any form. In the case of a Participant who is a Director and not an employee of the Company, the annual retainer and fees received by the Participant during any Plan Year.

2.14

Deemed Investments . With respect to any Account, the hypothetical investment options with respect to which such Account is deemed to be invested in for purposes of determining the value of such Account under this Plan, as selected from time to time by the Committee in its discretion.

2.15

Deferral Account . The notional account maintained by the Committee reflecting each Participant’s Deferral Contributions, together with any income, gain or loss and any payments attributable to such amount.

2.16

Deferral Contribution . The Compensation deferred by a Participant pursuant to Section 4.3 and credited to a Participant’s Deferral Account pursuant to Section 4.3.

2.17

Director . Any individual who is a member of the Board; provided, however, that any member of the Board who is employed by the Company shall be considered an Eligible Employee under the Plan and not a Director (except for purposes of Section 2.6).

2.18

Disabled . A Participant will be considered Disabled if the Committee determines in its sole discretion that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months.

2.19

Eligible Employee . The Company’s CEO and any officers of the Company and its subsidiaries and affiliates.

2.20

ERISA . The Employee Retirement Income Security Act of 1974, as amended.

2.21

Exchange Act . The Securities Exchange Act of 1934, as amended.

2.22

Participant . An Eligible Employee who has been selected by the Committee as a Participant in the Plan or a Director until such Eligible Employee or Director ceases to be a Participant in accordance with Article III of the Plan.

2.23

Plan Year . The twelve-consecutive month period commencing January 1 of each year.

2.24

Retirement . Retirement means, in the case of an employee of the Company, Separation from Service with the Company on or after the first day of the calendar month coincident with or following the Participant’s attainment of the age of 65.

2.25

Separation from Service . If the Participant is an employee of the Company, a Separation from Service occurs on the date such Participant dies, retires or otherwise has a termination of employment with the Company. A termination of employment occurs on the date after which the Participant and the Company reasonably anticipate that no further services will be performed by the Participant or that the level of bona fide services reasonably anticipated to be performed after such date will permanently decrease to 49% or less of the average level of bona fide services provided in the immediately preceding thirty-six months.

If the Participant is a Director who is not an employee of the Company, a Separation from Service occurs on the date such Participant ceases to be a Director, provided that as of such date the Participant and the Company reasonably anticipate that no further services will be performed by the Participant or that the level of bona fide services reasonably anticipated to be performed after such date will permanently decrease to 49% or less of the average level of bona fide services provided in the immediately preceding thirty-six months.

2.26

Specified Person . Specified Person shall have the meaning set forth in Code Section 409A(a)(2)(B)(i) and regulations and ruling promulgated thereunder.

2.27

Unforeseeable Emergency . A severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s Beneficiary, or the Participant’s dependent (as defined in Section 409A of the Code); loss of the Participant’s property due to casualty; or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. Whether a Participant is faced with an Unforeseeable Emergency is to be determined by the Committee in its sole discretion, based on the relevant facts and circumstances of each case. In any case, a distribution on account of Unforeseeable Emergency may not exceed the amount necessary to relieve the emergency, plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent that the emergency may be relieved through reimbursement or compensation from insurance or otherwise, by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship, or by cessation of deferrals under the Plan.

2.28

Vested Account . The sum of the Participant’s vested Company Account and the Participant’s Deferral Account.

2.29

Vested Percentage . The percentage as to which a Participant is vested in his or her Company Account as determined under Sections 5.4 and 5.5.

2.30

Years of Participation . The sum of whole Plan Years of participation in the Plan as an active employee in continuous employment or as a Director in continuous service, excluding fractional years. With respect to Eligible Employees who became Participants as of July 30, 2010 and were participants in the MII SERP on June 29, 2010, Years of Participation in the Plan shall be determined by including periods of participation in the MII SERP as an active employee.

ARTICLE III

Participation

The Committee, in its sole discretion, shall select and notify in writing those Eligible Employees of the Company who shall participate in the Plan or a portion thereof. An Eligible Employee who has been selected by the Committee as a Participant shall begin participation in the Plan effective on the date specified by the Committee. Each Director shall begin participation in the Plan on the Effective Date or the date he becomes a Director, whichever is later. Participation shall continue until (a) the Participant’s Separation from Service, or (b) if the Participant is an employee of the Company, the date the Committee notifies him that he is no longer eligible to participate in the Plan, if earlier. A Participant who ceases to participate in the Plan pursuant to Clause (b) of the preceding sentence shall be treated as if he had terminated employment with the Company but (i) his benefit, if any, payable upon Separation from Service shall not be payable until after his actual Separation from Service, and (ii) his Vested Account shall be adjusted as provided in Article V. An Eligible Employee who is rehired by the Company following his Separation from Service shall become a Participant only if such Eligible Employee is again selected to participate in the Plan by the Committee. A Director who again becomes a member of the Board following his Separation from Service shall automatically resume participation in the Plan on the first day of the following Plan Year.

ARTICLE IV

Contributions

4.1 Annual Company Contribution . As of the first day of each Plan Year, the Company shall declare a contribution percentage, which may be zero, for the Company Account of each Participant who is an Eligible Employee. The contribution percentage declared for a Participant may, but need not be, the same as the contribution percentage declared for other Participants. Company Contributions shall be credited as a bookkeeping entry as of the first day of the Plan Year or at other such times as determined by the Committee to each Participant’s Company Account, in an amount equal to the contribution percentage declared for the Participant multiplied by the Participant’s Compensation received during the prior Plan Year.

4.2 Discretionary Company Contribution . The Committee may in its sole discretion at any time make an extraordinary contribution to the Company Account of any Participant.

4.3 Participant Deferrals . For any Plan Year, the Committee may, in its sole discretion, allow a Participant to elect to defer the payment by the Company of any whole percentage (or dollar amount) of his annual base salary, retainers and fees that would otherwise be paid during such Plan Year and/or of any whole percentage (or dollar

amount) of any Bonus earned during such Plan Year, and instead have such amounts credited as a bookkeeping entry to his Deferral Account. The Compensation otherwise payable to a Participant shall be reduced by the amount the Participant elected to have contributed to the Participant’s Deferral Account, which shall be a Deferral Contribution.

4.4 Participant Elections . Unless a different time is established by the Committee for a particular deferral election, prior to the first day of each Plan Year, each Participant shall file a written election with the Committee specifying (i) the type(s) and amount(s) of Compensation that he wishes to defer pursuant to Section 4.3, if Deferral Contributions are permitted by the Committee for the relevant Plan Year, (ii) the payment date or payment commencement date pertaining to the portion of his Vested Account that is attributable to contributions made in the relevant Plan Year, and (iii) the form of payment of the portion of his Vested Account that is attributable to contributions made in the relevant Plan Year. Such election with respect to any Plan Year must be filed with the Committee no later than the last day of the immediately preceding Plan Year; provided however, that an election made by a new Participant who is first eligible to participate in the Plan may be made no later than the 30 ^th day following the date on which he is initially eligible to participate in the Plan but only with respect to Compensation earned after the effective date of such election. If Deferral Contributions are permitted, (a) a Participant who is an Eligible Employee may elect to defer up to 50% of his annual salary and/or up to 100% of any Bonus earned in any Plan Year, and (b) a Director may elect to defer up to 100% of his annual retainer and fees earned in any Plan Year.

Except as set forth in Section 6.3, a Participant shall not be permitted to change his election with respect to the timing or form of payment and any election made hereunder shall not apply with respect to prior Plan Years. Failure to make a timely Deferral Contribution election will result in no Deferral Contributions for the relevant Plan Year. If a Participant fails to make a timely election specifying time and form of payment, payment of the portion of the Participant’s Vested Account that is attributable to contributions made in the relevant Plan Year shall be paid in accordance with Section 6.4.

Participant elections made with respect to the portion of a Participant’s Account attributable to contributions to the MII SERP prior to the Effective Date shall continue in full force and effect.

4.5 Suspension of Deferral Contributions . Except as provided below, an election to make Deferral Contributions in a Plan Year shall be irrevocable on the last day of the immediately preceding Plan Year. To the extent expressly permitted under Code Section 409A and regulations and rulings issued thereunder, a Participant’s deferral election shall be suspended during any unpaid leave of absence granted in accordance with Company policies; provided, however that such deferral election shall become fully operative as of the first day of the payroll period commencing coincident with or next following the Participant’s return to active employment following termination of the approved unpaid leave in the Plan Year to which the Participant’s deferral pertains. In the event of an Unforeseeable Emergency, a Participant shall suspend deferrals in order to relieve the emergency, provided that the deferrals must be suspended for the entire

remainder of the applicable Plan Year. In the event of a Disability, the Participant may suspend deferrals by the later of the end of the taxable year of the Company in which the Disability arises, or the 15 ^th of the third month following the date that the Disability arises.

ARTICLE V

Accounts

5.1 Company Accounts . The Committee shall establish and maintain an individual bookkeeping account for each Participant, which shall be the Participant’s Company Account. A separate “Company Sub Account” may be maintained for each Participant for each Plan Year in respect of which Company Contributions are credited under the Plan for the benefit of the Participant. The Committee shall credit the amount of each Company Contribution made on behalf of a Participant to such Participant’s Company Account pursuant to Section 4.1 and 4.2. The Committee shall further debit and/or credit the Participant’s Company Account with any income, gain or loss based upon the performance of the Deemed Investments selected by the participant and any payments attributable to such account on a daily basis, or at such other times as it shall determine appropriate. The sole purpose of the Participant’s Company Account is to record and reflect the Company’s Plan obligations related to Company Contributions to each Participant under the Plan. The Company shall not be required to segregate any of its assets with respect to Plan obligations nor shall any provision of the Plan be construed as constituting such segregation.

5.2 Deferral Accounts . The Committee shall establish and maintain an individual bookkeeping account for each Participant, which shall be the Participant’s Deferral Account. A separate “Deferral Sub Account” may be maintained for each Participant for each Plan Year in respect of which Deferral Contributions are credited under the Plan for the benefit of the Participant. The Committee shall credit the amount of each Deferral Contribution made on behalf of a Participant to such Participant’s Deferral Account as soon as administratively feasible following the applicable deferral. The Committee shall further debit and/or credit the Participant’s Deferral Account with any income, gain or loss based upon the performance of the Deemed Investments selected by the Participant and any payments attributable to such Account on a daily basis, or at such other times as it shall determine appropriate. The sole purpose of the Participant’s Deferral Account is to record and reflect the Company’s Plan obligations related to Deferral Contributions of each Participant under the Plan. The Company shall not be required to segregate any of its assets with respect to Plan obligations, nor shall any provision of the Plan be construed as constituting such segregation.

5.3 Hypothetical Accruals to the Account . In accordance with procedures established by the Committee and subject to this Section 5.3, each Participant may designate the Deemed Investments with respect to which his or her Account shall be deemed to be invested. If a Participant fails to make a proper designation, then his

Account shall be deemed to be invested in the Deemed Investments designated by the Committee in its sole discretion. A Participant may change such designation with respect to future Company and Deferral Contributions, as well as amounts, already credited to his Account in accordance with procedures established by the Committee. A copy of any available prospectus or other disclosure materials for each of the Deemed Investments shall be made available to each Participant upon request. The Committee shall determine from time to time each of the Deemed Investments made available under the Plan and may change any such determinations at any time. Nothing herein shall obligate the Company to invest any part of its assets in any of the investment vehicles serving as the Deemed Investments.

5.4 Vesting of Company Account . A Participant’s vested percentage with respect to the Participant’s Company Account, adjusted by any income, gain or loss and any payments attributable thereto, shall be the lesser of i) twenty percent times the Participant’s Years of Participation, and ii) 100%. Except as provided in Section 5.5, upon Separation from Service or cessation of Plan participation, whichever is earlier, a Participant shall forfeit all amounts credited to his Account other than his Vested Account value determined as of the close of business coincident with or next following the date of such Separation from Service or cessation of Plan participation, as applicable, provided, however, that amounts not so forfeited shall continue to be debited and credited in accordance with Section 5.3 from and after Separation from Service.

5.5 Accelerated Vesting . The vesting provisions in Section 5.4 notwithstanding, each Participant shall have a Vested Percentage of 100% for his entire Account upon the soonest of the following to occur during the Participant’s employment with the Company: (i) the date of Separation from Service as a result of the Participant’s death or disability or termination by the Company for any reason other than Cause, (ii) the Participant’s Disability, (iii) the Participant’s Retirement (if the Participant is not a Director), (iv) the date a Change in Control occurs, or (v) under such other circumstances as the Committee may determine in its sole discretion. Each Participant who was a participant in the MII SERP on December 31, 2008 shall have a vested percentage of 100% with respect to amounts allocated to his Account that are attributable to amounts allocated to his MII SERP Account as of December 31, 2008 and future gains and losses thereon.

5.6 Vesting of Deferral Account . A Participant’s Vested Percentage with regard to his Deferral Account shall at all times be 100%.

5.7 Nature and Source of Payments . The obligation to make distributions under this Plan with respect to each Participant and any Beneficiary in accordance with the terms of this Plan shall constitute a liability of the entity within the Company which employed the Participant or for whom the Participant rendered services when the obligation was accrued, and no other entity shall have such obligation and any failure by a particular entity to live up to its obligation under this Plan shall have no effect on any other entity. All distributions payable hereunder shall be made from the general assets of the Company, and nothing herein shall be deemed to create a trust of any kind between

the Company and any Participant or other person. No special or separate fund shall be established nor shall any other segregation of assets be made to assure that distributions will be made under this Plan. No Participant or Beneficiary shall have any interest in any particular asset of the Company by virtue of the existence of this Plan. Each Participant and Beneficiary shall, with respect to his rights and benefits under this Plan (including Accounts), be an unsecured general creditor of the Company.

5.8 Statements to Participants . Periodically as determined by the Committee, but not less frequently than annually, the Committee shall transmit to each Participant a written statement regarding the Participant’s Account for the period beginning on the date following the effective date of the preceding statement and ending on the effective date of the current statement.

ARTICLE VI

Payment of Benefits

6.1 Occasions for Distributions . The Company shall distribute a Participant’s Vested Account following the events and in the manner set forth in this Article VI. A Participant’s Vested Account shall be debited in the amount of any distribution made from the Account as of the date of the distribution. The occasions for distributions shall be (i) the Participant’s Separation From Service, including upon Retirement (if the Participant is not a Director) or death, (ii) Disability, (iii) the occurrence of an Unforeseeable Emergency, or (iv) the completion of fixed period of deferral.

Distribution Elections . A Participant shall elect the time and form of payment of his Vested Account in the manner set forth in Section 4.4. A Participant who fails to timely file a distribution election for a Plan Year shall be deemed to have elected to receive the portion of his Vested Account attributable to the relevant Plan Year in a single lump sum payment within 30 days after his Separation from Service, or on the first day of the seventh month following his Separation from Service if he is a Specified Person as of the date of the Separation from Service. If a Participant’s Vested Account is less than $50,000, it will be distributed in a single lump sum distribution irrespective of any election to the contrary .

6.2 Change of Former Timing of Payments . A Participant may make a subsequent election no later than twelve months prior to the date that he would be eligible to receive a distribution under the Plan, to change the timing and form of payment of the

distribution; provided, however, that the payment, or first payment in the case of a series of payments, under the subsequent election shall be deferred to a date that is at least five (5) years after the date the Participant would have been eligible to receive, or begin receiving, the distribution under the prior election. To be effective, any such election must be in writing timely and received by the Committee, and cannot be effective for at least twelve months after the date on which the election is made. The requirement in this Section 6.3 that the first payment with respect to which any election thereunder applies must be deferred for at least five (5) years shall not apply to a payment on account of the Participant’s death, Disability or in the event of an Unforeseeable Emergency.

6.3 Distribution on Account of Separation from Service or Disability . Subject to Section 6.8, upon a Participant’s Disability or Separation from Service, the Company shall distribute, or begin distributing, to the Participant (or the Participant’s Beneficiary) the Participant’s Vested Account. Such distribution(s) shall be in the form specified on the distribution election form(s) filed with the Committee that covers the relevant Vested Account.

6.4 Continuation of Hypothetical Accruals to the Vested Account After Commencement of Distributions . If any Vested Account of a Participant is to be distributed in a form other than a lump sum, then such Vested Account shall continue to be adjusted for hypothetical income, gain or loss and any payment or distributions attributable to the Vested Account as described in Section 5.1, and 5.2, until the entire Vested Account has been distributed.

6.5 Unforeseeable Emergency Distribution . In the event that the Committee, upon the written request of a Participant, determines in its sole discretion that such Participant has incurred an Unforeseeable Emergency, as defined in Section 2.28, such Participant may be entitled to receive a distribution of part or all of the Participant’s Vested Account, in an amount not to exceed the lesser of (a) the amount determined by the Committee under Section 2.28, or (b) the value of such Participant’s Vested Account at the time of the emergency. Such amount shall be paid in a single lump sum payment as soon as administratively practicable after the Committee has made its determination with respect to the availability and amount of such distribution; provided, however, that the payment shall not be made after the later of the end of the taxable year of the Company in which the Unforeseeable Emergency arises or the 15 ^th day of the third month following the date of the occurrence of the Unforeseeable Emergency. If a Participant’s Account is deemed to be invested in more than one Deemed Investment, such distribution shall be made pro rata from each of such Deemed Investments. For purposes of the foregoing, such distribution shall be made from the Participant’s Account beginning with the oldest Account in the following order: First , such amount shall be debited from the Participant’s Deferral Account, and second , from the Participant’s Company Account (subject to forfeitures with respect to the non-vested portion of the Company Account utilized for such distribution).

6.6 Distribution on Account of Completion of a Fixed Deferral Period . At the time of a Participant’s election to participate in the Plan, the Participant may elect to receive the Distribution of a Participant’s Vested Account (established only in respect of the relevant Plan Year), or any applicable Vested Plan Year Company Sub-Account or Plan Year Deferral Sub-Account on the completion of a fixed deferral period elected by the Participant on forms provided by the Committee.

6.8 Limitation on Distributions to Certain Key Employees. Notwithstanding any other provision of the Plan to the contrary, to the extent that a Participant is a Specified Person and the Participant’s distribution is on account of Separation from Service, distributions may not be made before the date which is six months after the date of the Separation from Service. Payments to which the Participant would otherwise be entitled during the six-month period described above shall be delayed and paid in a lump sum on the first day of the seventh month after the date of his Separation from Service.

ARTICLE VII

Committee

7.1 Authority . The Committee has full and absolute discretion in the exercise of each and every aspect of the rights, power, authority and duties retained or granted it under the Plan, including without limitation, the authority to determine all facts, to interpret this Plan, to apply the terms of this Plan to the facts determined, to make decisions based upon those facts and to make any and all other decisions required of it by this Plan, such as the right to benefits, the correct amount and form of benefits, the determination of any appeal, the review and correction of the actions of any prior administrative committee, and the other rights, powers, authority and duties specified in this Article and elsewhere in this Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in this Plan or any agreement or document related to this Plan in the manner and to the extent the Committee deems necessary or appropriate. Notwithstanding any provision of law, or any explicit ruling or implicit provision of this document, any action taken, or finding, interpretation, ruling or decision made by the Committee in the exercise of any of its rights, powers, authority or duties under this Plan shall be final and conclusive as to all parties, including without limitation all Participants, former Participants and beneficiaries, regardless of whether the Committee or one or more if its members may have an actual or potential conflict of interest with respect to the subject matter of the action, finding, interpretation, ruling or decision. No final action, finding, interpretation, ruling or decision of the Committee shall be subject to de novo review in any judicial proceeding. No final action, finding, interpretation, ruling or decision of the Committee may be set aside unless it is held to have been arbitrary and capricious by a final judgment of a court having jurisdiction with respect to the issue. To the extent Plan distributions are payable in a form other than a single lump sum (e.g., installments), the Committee shall determine the methodology for computing such payments.

7.2 Delegation of Authority . The Committee may delegate any of its powers or responsibilities to one or more members of the Committee or any other person or entity.

7.3 Procedures . The Committee may establish procedures to conduct its operations and to carry out its rights and duties under the Plan. Committee decisions may be made by majority action. The Committee may act by written consent.

7.4 Compensation and Expenses . The members of the Committee shall serve without compensation for their services, but all expenses of the Committee and all other expense incurred in administering the Plan shall be paid by the Company.

7.5 Indemnification . The Company shall indemnify the members of the Committee and/or any of their delegates against the reasonable expenses, including attorney’s fees, actually and appropriately incurred by them in connection with the defense of any action, suit or proceeding, or in connection with any appeal thereto, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) and against all amounts paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in a suit of final adjudication that such Committee member is liable for fraud, deliberate dishonesty or willful misconduct in the performance of his duties; provided that within 60 days after the institution of any such action, suit or proceeding a Committee member has offered in writing to allow the Company, at its own expense, to handle and defend any such action, suit or proceeding.

ARTICLE VIII

Amendment and Termination

The Company retains the power to amend the Plan or to terminate the Plan at any time by action of the Board. No such amendment or termination shall adversely affect any Participant or Beneficiary with respect to his right to receive a benefit in accordance with Article VI, determined as of the later of the date that the Plan amendment or termination is adopted or the date such Plan amendment or termination is effective, unless the affected Participant or Beneficiary consents to such amendment or termination. No amendment or termination of this Plan shall be made in a manner that results in noncompliance with the requirements of Code Section 409A, to the extent applicable.

ARTICLE IX

Miscellaneous

9.1 Plan Does Not Confer Right to Be a Director or Employee . Nothing contained in this Plan shall be deemed to give any Participant the right to be retained in the employment or directorship of the Company, to interfere with the rights of the Company to discharge any Participant at any time or to interfere with a Participant’s right to terminate his employment or directorship at any time.

9.2 Nonalienation and Nonassignment . Except for debts owed the Company by a Participant or Beneficiary in accordance with Section 9.5, no amounts payable or to become payable under the Plan to a Participant or Beneficiary shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, whether voluntary, involuntary, by operation of law or otherwise, and any attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same by a Participant or Beneficiary prior to distribution as herein provided shall be null and void.

9.3 Tax Withholding . The Company shall have the right to deduct from any payments to a Participant or Beneficiary under the Plan any taxes required by law to be withheld with respect to such payments. In addition, the Company shall have the right to deduct from any Participant’s base salary or other compensation any applicable employment taxes or other required withholdings with respect to a Participant.

9.4 FICA Withholding/Employee Deferrals/Company Contributions . If the Participant is an employee of the Company, for each payroll period, the Company shall withhold from that portion of the Participant’s Compensation that is not being deferred under this Plan, the Participant’s share of FICA and other applicable taxes that are required to be withheld with respect to (i) Employee Deferrals, and (ii) Company Contributions as they vest and become subject to such FICA withholding. To the extent that there are insufficient funds to satisfy all applicable tax withholding requirements in a timely manner, the Company reserves the right to reduce the Participant’s Employee Deferrals, as required to provide available funds for applicable tax withholding requirements. To the extent there are still insufficient funds to satisfy all such applicable tax withholding requirements, the Participant shall timely remit cash funds to the Company sufficient to cover such withholding requirements.

9.5 Setoffs . As a condition to the receipt of any benefits hereunder, the Committee, in its sole discretion, may require a Participant or Beneficiary to first execute a written authorization, in the form established by the Committee, authorizing the Company to offset from the benefits otherwise due hereunder any and all amounts, debts or other obligations, incurred in the ordinary course of the service relationship, owed to the Company by the Participant. Where such written authorization has been so executed by a Participant, benefits hereunder shall be reduced accordingly. The Committee shall have full discretion to determine the application of such offset and the manner in which such offset will reduce benefits under the Plan; provided, however, that the amount offset in any one taxable year does not exceed $5,000 and the offset is taken at the same time and in the same amount as the debt otherwise would have been due from the Participant, but only at the time that an amount is otherwise payable to a Participant under the Plan.

9.6 Number and Gender . Wherever appropriate herein, words used in the singular shall be considered to include the plural and words used in the plural shall be considered to include the singular. The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender.

9.7 Headings . The headings of Articles and Sections herein are included solely for convenience, and if there is any conflict between such headings and the text of the Plan, the text shall control.

9.8 Applicable Law . Except to the extent preempted by federal law, the terms and provisions of the Plan shall be construed in accordance with the laws of the State of Delaware, without regard to the application of any conflicts of law.

9.9 Successors . All obligations under the Plan shall be binding upon the Company and any successors and assigns, in accordance with its terms, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or other transaction, involving all or substantially all of the business and/or assets of the Company.

9.10 Claims Procedure . The Committee shall have sole discretionary authority with regard to the adjudication of any claims made under the Plan. All claims for benefits under the Plan shall be submitted in writing, shall be signed by the claimant and shall be considered filed on the date the claim is received by the Committee. In the event a claim is denied, in whole or in part, the claims procedures set forth below shall be applicable.

(a)	the specific reason or reasons for the denial of benefits;

(b)	a specific reference to the pertinent provisions of the Plan upon which the denial is based;

(c)	a description of any additional material or information necessary for the claimant to perfect his claim for benefits and an explanation of why such material and information is necessary; and

(d)	an explanation of the review procedure provided below.

Within ninety (90) days after receipt of the written notice of denial of a claim as provided above, a claimant or his authorized representative may request a review of the denial upon written application to the Committee, may review pertinent documents and may submit issues and comments in writing to the Committee. Within sixty (60) days (or forty-five days in the case of a disability related claim) after receipt of a written request for review, or within one hundred and twenty (120) days (or ninety days for disability related claims) in the event of special circumstances which require an extension of time for processing such application for review, the Committee shall notify the claimant of its decision by delivery or by Certified or Registered Mail to his last known address. The decision of the Committee shall be in writing and shall include the specific reasons for the decision and specific references to the pertinent provisions of the Plan on which such decision is based. The Committee shall advise the claimant prior to the end of the initial sixty (60) day or forty-five day period, as applicable, if additional time is needed to process such application for review. The decision of the Committee shall be final and conclusive.

9.11 Claims/Disputes . Any dispute or claim arising out of this Plan or the breach thereof, which is not settled under the Plan’s administrative claims procedure and which is pursued beyond such claims procedure, shall be brought in Federal District Court, in Harris County, Texas.

9.12 Conduct Injurious to the Company . Notwithstanding anything in the Plan to the contrary, any and all benefits otherwise payable to any Participant hereunder, except to the extent of any prior distributions under the Plan, shall be forever forfeited if it is determined by the Committee, in its sole discretion, that such Participant has engaged in conduct injurious to the Company, including but not limited to the following:

(a)	dishonesty while in the employ of the Company or while serving as a Director;

(b)	imparting, disclosing or appropriating proprietary information for himself or to or for any other person, firm, corporation, association or entity for any reason or purpose whatsoever, except if required by law or at the Company’s direction;

(c)	performing any act or engaging in any course of conduct which has or may reasonably have the effect of demeaning the name or business reputation of the Company; or

(d)

providing goods or services to or becoming an employee, owner, officer, agent, consultant, advisor or director of any firm or person in any geographic area which competes with the Company in any phase of any of the business lines or services offered by the Company as of the Participant’s Retirement Date or the date the Participant ceases to be a Director.

9.13 Compliance with Code Section 409A . The Plan is intended to meet the requirements of Section 409A of the Code in order to avoid any adverse tax consequences resulting from any failure to comply with Section 409A of the Code and, as a result, the Plan shall be operated in a manner consistent with such compliance. Except to the extent expressly set forth in the Plan, the Participant (and/or the Participant’s Beneficiary, as applicable) shall have no right to dictate the taxable year in which any payment hereunder that is subject to Section 409A of the Code should be paid.

9.14 No Guarantee of Tax Consequences . None of the Board, officers or employees of the Company, the Company or any affiliate of the Company makes any commitment or guarantee that any federal, state or local tax treatment will apply or be available to any individual or person participating hereunder or eligible to participate hereunder.

9.15 Entire Agreement . This Plan document constitutes the entire Plan governing the Company and the Participant with respect to the subject matters hereof and supercedes all prior written and oral and all contemporaneous written and oral agreements and understandings, with respect to the subject matters hereof. This Plan may not be changed orally, but only by an amendment in writing signed by the Company, subject to the provisions in this Plan regarding amendments thereto.

Exhibit 10.13

BWX Technologies, Inc.

Defined Contribution Restoration Plan

Effective January 1, 2012

ARTICLE I

Purpose

1.1 Purpose of Plan . The purpose of the BWX Technologies, Inc. Defined Contribution Restoration Plan (the “Plan”) is to restore the benefits provided to participants in the BWXT Thrift Plan that are precluded by the application of Sections 401(a)(17) and 415(c) of the Internal Revenue Code of 1986, as amended.

1.3 Effective Date . The Plan was originally effective on January 1, 2012, and has been amended and restated effective July 1, 2015 (the “Effective Date”).

ARTICLE II

Definitions and Construction

Definitions . Where the following words and phrases appear in the Plan, they shall have the respective meanings set forth below, unless their context clearly indicates to the contrary. Capitalized terms used in this Plan that are not defined below shall have the same meaning assigned to them in the Thrift Plan.

2.1

Account . Collectively, means the Participant’s Company Matching Account, Company Service Based Account and Deferral Account.

2.2

Account Value . At any given time, the sum of all amounts credited to the Participant’s Account, adjusted for any income, gain or loss and any payments attributable to such account.

2.3

Committee before the Participant’s death. In the absence of such an effective designation of a Beneficiary, “Beneficiary” means the Participant’s spouse, or if there is no spouse on the date of the Participant’s death, the Participant’s estate, or heirs at law if there is no administration of the Participant’s estate.

2.4

Board . The Board of Directors of BWX Technologies, Inc. or the board of directors of a company that is a successor to the Company.

2.5

Cause . Cause means:

(a)

(b)

the willful engaging by a Participant in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company; or

(c)

the conviction of a Participant with no further possibility of appeal, or plea of nolo contendere by such Participant to, any felony or crime of falsehood.

2.6

Change in Control . A Change in Control will be deemed to have occurred for purposes of this Plan on the occurrence of any of the following:

(a)

(b)

Board Majority Change : Individuals who are Incumbent Directors cease for any reason to constitute a majority of the members of the Board; or

(c)

(d)

and of the entity that acquires the largest portion of such assets (or the entity, if any, that owns a majority of the outstanding voting stock of such acquiring entity) and (ii) a majority of the members of the Board (if it continues to exist) and of the entity that acquires the largest portion of such assets (or the entity, if any, that owns a majority of the outstanding voting stock of such acquiring entity) were Incumbent Directors of the Company immediately before consummation of such Major Asset Disposition.

For purposes of this definition of “Change in Control”,

(1)

“Person” means an individual, entity or group;

(2)

“group” is used as it is defined for purposes of Section 13(d)(3) of the Exchange Act;

(3)

“beneficial owner” is used as it is defined for purposes of Rule 13d-3 under the Exchange Act;

(4)

(5)

“Incumbent Director” means a director of the Company (x) who was a director of the Company on the effective date of this Agreement or (y) who becomes a director after such date and whose election, or nomination for election by the Company’s shareholders, was approved by a vote of a majority of the Incumbent Directors at the time of such election or nomination, except that any such director will not be deemed an Incumbent Director if his initial assumption of office occurs as a result of an actual or threatened election contest or other actual or threatened solicitation of proxies by or on behalf of a Person other than the Board;

(6)

“ Business Combination ” means

(x)

a merger or consolidation involving the Company or its stock or

(y)

an acquisition by the Company, directly or through one or more subsidiaries, of another entity or its stock or assets;

(7)

(8)

2.7

Code . The Internal Revenue Code of 1986, as amended.

2.8

Committee . The Compensation Committee of the Board, or such other administrative committee that is appointed by the Board to administer the Plan.

2.9

Company . BWX Technologies, Inc. and except where the context clearly indicates otherwise, shall include the Company’s subsidiaries and affiliates, as well as any successor to any such entities.

2.10

Company Matching Account . The notional account maintained under the Plan reflecting each Participant’s Company Matching Contributions, together with any income, gain or loss and any payments attributable to such account.

2.11

Company Matching Contribution . The total contributions credited to a Participant’s Company Matching Account for each Plan Year pursuant to the provisions of Section 4.3.

2.12

Company Service Based Account . The notional account maintained under the Plan reflecting each Participant’s Company Service Based Contributions, together with any income, gain or loss and any payments attributable to such account.

2.13

Company Service Based Contribution . The total contributions credited to a Participant’s Company Service Based Account for each Plan Year pursuant to the provisions of Section 4.1.

2.14

Compensation . The excess of (a) over (b), where

(a)

equals the salary, wages and other cash remuneration received by a Participant during any Plan Year in respect of employment with the Company, including any contributions made to a plan described in Sections 125, 132(f) or 401(k) of the Code pursuant to a salary reduction agreement entered into between a Participant and the Company and amounts, if any, deferred by the Participant under this Plan and the Supplemental Executive Retirement Plan of BWX Technologies, Inc., overtime pay, incentive pay based on units of production, commissions and expatriate pay, but excluding bonuses, other special or supplemental compensation, severance pay, Company contributions to, and any withdrawals or distributions from this or any other plan of deferred compensation, amounts for or in lieu of reimbursement for expenses and other additional remuneration in any form; and

(b)

equals the Basic Compensation (as defined in the Thrift Plan) received by such Participant during that Plan Year, but including amounts, if any, deferred by the Participant under this Plan and the Supplemental Executive Retirement Plan of the Company, to the extent such deferral causes the Participant’s Basic Compensation to be below the applicable Code Section 401(a)(17) limit.

2.15

2.16

2.17

Deferral Contribution . The Compensation deferred by a Participant and credited to his Deferral Account pursuant to Section 4.2.

2.18

2.19

Eligible Employee . An “eligible employee” as defined in the Thrift Plan whose Basic Compensation in a Plan Year exceeds the applicable Code Section 401(a)(17) compensation limit

2.20

ERISA . The Employee Retirement Income Security Act of 1974, as amended.

2.21

Exchange Act . The Securities Exchange Act of 1934, as amended.

2.22

Participant . An Eligible Employee who has become a participant in the Plan in accordance with Article III and for whom an Account is maintained.

2.23

Period of Service. A Participant’s Period of Service that is taken into account for purposes of determining his vested account balance under the Thrift Plan.

2.24

Plan Year . The twelve-consecutive month period commencing on January 1 of each calendar year.

2.25

2.26

Separation from Service . A Separation from Service occurs on the date a Participant dies, retires or otherwise has a termination of employment with the Company. A termination of employment occurs on the date after which the Participant and the Company reasonably anticipate that no further services will be performed by the Participant or that the level of bona fide services reasonably anticipated to be performed after such date will permanently decrease to 49% or less of the average level of bona fide services provided in the immediately preceding thirty-six months.

2.27

Thrift Plan. The BWXT Thrift Plan, as it may be amended from time to time and any successor plan thereto.

2.28

defined in Section 409A of the Code); loss of the Participant’s property due to casualty; or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. Whether a Participant is faced with an Unforeseeable Emergency is to be determined by the Committee in its sole discretion, based on the relevant facts and circumstances of each case. In any case, a distribution on account of Unforeseeable Emergency may not exceed the amount necessary to relieve the emergency, plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent that the emergency may be relieved through reimbursement or compensation from insurance or otherwise, by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship, or by cessation of deferrals under the Plan.

2.29

Vested Account . The aggregate of the Participant’s vested Company Matching Account, Company Service Based Account and Deferral Account, determined in accordance Sections 5.3 and 5.4.

2.30

Years of Service . The number of a Participant’s Years of Service taken into account for purposes of determining the amount of his Service-Based Contribution under the Thrift Plan.

ARTICLE III

Participation

3.1

Current Employees.

(a) Service-Based Contribution Participants. Each Eligible Employee who is a Service-Based Contribution Participant in the Thrift Plan and is employed by the Company on the Effective Date shall become a Participant on the Effective Date.

(b) Other Thrift Plan Participants. Each other Eligible Employee who is employed by the Company on the Effective Date shall become a Participant as of the Effective Date or the first day of any subsequent Plan Year by electing to make Deferral Contributions in accordance with Section 4.4.

3.2

Newly Eligible Employees.

(a) Service-Based Contribution Participants. Each Eligible Employee who is hired or rehired by the Company after the Effective Date and is a Service-Based Contribution Participant in the Thrift Plan shall become a Participant on his date of hire or rehire, as applicable.

(b) Other Thrift Plan Participants. Each other Eligible Employee who is hired or rehired by the Company after the Effective Date shall become a Participant by electing to make Deferral Contributions in accordance with Section 4.4. within the 30 day period beginning on his date of hire or rehire, effective as of such election date, or as of the first day of any subsequent Plan Year by electing to make Deferral Contributions in accordance with Section 4.4.

(c) Mid-Year Compensation Increases. Each other Employee who becomes an Eligible Employee during a Plan Year due to an increase in pay shall become a Participant on the first day of the following Plan Year or any subsequent Plan Year by electing to make Deferral Contributions in accordance with Section 4.4.

ARTICLE IV

Contributions

4.1 Company Service Based Contribution . Each Participant who is a Service-Based Contribution Participant in the Thrift Plan shall be credited with a Company Service Based Contribution each payroll period equal to the percentage of his Compensation, determined in accordance with the following table:


Years of Service	Contribution Percentage
Up to 5		3	%
5 up to 10		4	%
10 up to 15		5	%
15 up to 20		6	%
20 up to 25		7	%
25 or more		8	%

In addition, each such Participant who is precluded from receiving the full amount of Service-Based Contributions otherwise provided under the Thrift Plan in a Plan Year by the application of Code Section 415(c) shall be credited with a Company Service Based Contribution for such Plan Year equal to the excess of the amount of Service-Based Contributions that would have been made to the Participant’s Thrift Plan account without the application of Code Section 415(c) for the Plan Year over the amount of Service-Based Contributions actually made to such Participant’s Thrift Plan account for the Plan Year. Company Service Based Contributions shall be credited as a bookkeeping entry to such Participant’s Company Service Based Account.

4.2 Participant Deferrals . For any Plan Year, a Participant who has elected to make Elective Deferral Contributions and/or Employee Contributions under the Thrift Plan may elect to defer the payment by the Company of a portion of his annual Compensation otherwise to be paid during such Plan Year and instead have such amounts

credited as a bookkeeping entry to his Deferral Account. The Compensation otherwise payable to a Participant shall be reduced by the amount the Participant elected to have contributed to his Deferral Account, which shall be a Deferral Contribution. The amount of such Deferral Contribution in a Plan Year shall be equal to the Participant’s Compensation multiplied by the percentage of his Thrift Plan Elective Deferral Contribution election and/or Employee Contribution election(s) as in effect on the date he files his written deferral election in accordance with Section 4.4.

In addition, each such Participant whose actual Elective Deferral Contributions and/or Employee Contributions elected under the Thrift Plan in a Plan Year are limited by the application of Code Section 415(c) may elect to defer the payment by the Company of the portion of his Basic Compensation for such Plan Year equal to the excess of the amount of Elective Deferral Contributions and/or Employee Contributions that would have been made to the Participant’s Thrift Plan account without the application of Code Section 415(c) for the Plan Year over the amount of Elective Deferral Contributions and/or Employee Contributions actually made to such Participant’s Thrift Plan account for the Plan Year. Any such Deferral Contributions shall be credited as a bookkeeping entry to such Participant’s Deferral Account.

4.3 Company Matching Contributions. For any Plan Year, a Participant who has elected to make Deferral Contributions in accordance with Section 4.2 shall be credited with a Company Matching Contribution equal to 50% of such Deferral Contribution, up to a maximum Company Matching Contribution of 3% of Compensation.

In addition, each such Participant who is precluded from receiving the full amount of Employer Matching Contributions otherwise provided under the Thrift Plan in a Plan Year by the application of Code Section 415(c) shall be credited with a Company Matching Contribution for such Plan Year equal to the excess of the amount of Employer Matching Contributions that would have been made to the Participant’s Thrift Plan account without the application of Code Section 415(c) for the Plan Year over the amount of Employer Matching Contributions actually made to such Participant’s Thrift Plan account for the Plan Year. Company Matching Contributions shall be credited as a bookkeeping entry to such Participant’s Company Matching Account.

preceding Plan Year; provided however, that an election made by a new Participant who is first eligible to participate in the Plan may be made no later than the 30 ^th day following the date on which he is initially eligible to participate in the Plan but only with respect to Compensation earned after the effective date of such election.

4.5 Suspension of Deferral Contributions . Except as provided below, an election to make Deferral Contributions in a Plan Year shall be irrevocable on the last day of the immediately preceding Plan Year. To the extent expressly permitted under Code Section 409A and regulations and rulings issued thereunder, a Participant’s deferral election shall be suspended during any unpaid leave of absence granted in accordance with Company policies; provided, however that such deferral election shall become fully operative as of the first day of the payroll period commencing on or next following the Participant’s return to active employment following termination of the approved unpaid leave in the Plan Year to which the Participant’s deferral pertains. In the event of an Unforeseeable Emergency, a Participant shall suspend deferrals in order to relieve the emergency, provided that the deferrals must be suspended for the entire remainder of the applicable Plan Year. In the event of a Disability, the Participant may suspend deferrals by the later of the end of the taxable year of the Company in which the Disability arises, or the 15 ^th of the third month following the date that the Disability arises.

ARTICLE V

Accounts

5.1 Plan Accounts . The Committee shall establish and maintain an individual bookkeeping account for each Participant, which shall be the Participant’s Account. A separate “Sub Account” may be maintained for each Participant for each Plan Year in respect of which contributions are credited under the Plan for the benefit of the Participant. The Committee shall credit the amount of each Deferral Contribution, Company Matching Contribution and/or Company Service Based Contribution made on behalf of a Participant to such Participant’s Account as soon as administratively feasible following the applicable payroll period. The Committee shall further debit and/or credit the Participant’s Account with any income, gain or loss based upon the performance of the Deemed Investments selected by the Participant and any payments attributable to such Account on a daily basis, or at such other times as it shall determine appropriate.

The sole purpose of the Participant’s Account is to record and reflect the Company’s Plan obligations related to the Deferral Contributions, Company Matching Contributions and/or Company Service Based Contributions of each Participant under the Plan. The Company shall not be required to segregate any of its assets with respect to Plan obligations, nor shall any provision of the Plan be construed as constituting such segregation.

5.2 Hypothetical Accruals to the Account . In accordance with procedures established by the Committee and subject to this Section 5.2, each Participant may designate the Deemed Investments with respect to which his Account shall be deemed to be invested. If a Participant fails to make a proper designation, then his Account shall be deemed to be invested in the Deemed Investments designated by the Committee in its sole discretion. A Participant may change such designation with respect to future contributions, as well as amounts, already credited to his Account in accordance with procedures established by the Committee. A copy of any available prospectus or other disclosure materials for each of the Deemed Investments shall be made available to each Participant. The Committee shall determine from time to time each of the Deemed Investments available under the Plan and may change any such determinations at any time. Nothing herein shall obligate the Company to invest any part of its assets in any of the investment vehicles serving as the Deemed Investments.

5.3 Vesting of Account . A Participant shall have a 100% vested interest in the value of his Deferral Contribution Account at all times. A Participant shall have a 100% vested interest in the value of his Company Matching Account and Company Service Based Account upon completion of a three (3) year Period of Service. Except as provided in Section 5.4, upon Separation from Service a Participant shall forfeit all amounts credited to his Account other than his Vested Account value determined as of the close of business on the date of such Separation from Service, provided, however, that amounts not so forfeited shall continue to be debited and credited in accordance with Section 5.2 from and after Separation from Service.

5.4 Accelerated Vesting . The vesting provisions in Section 5.3 notwithstanding, each Participant shall have a 100% vested interest in his entire Account upon the soonest of the following to occur during the Participant’s employment with the Company: (i) the date of Separation from Service as a result of the Participant’s death or disability or termination by the Company for any reason other than Cause, (ii) the Participant’s Disability, (iii) the Participant’s Retirement, (iv) the date a Change in Control occurs, or (v) under such other circumstances as the Committee may determine in its sole discretion.

5.5 Nature and Source of Payments . The obligation to make distributions under this Plan with respect to each Participant and any Beneficiary in accordance with the terms of this Plan shall constitute a liability of the entity within the Company which employed the Participant or for whom the Participant rendered services when the obligation was accrued, and no other entity shall have such obligation and any failure by a particular entity to live up to its obligation under this Plan shall have no effect on any

other entity. All distributions payable hereunder shall be made from the general assets of the Company, and nothing herein shall be deemed to create a trust of any kind between the Company and any Participant or other person. No special or separate fund shall be established nor shall any other segregation of assets be made to assure that distributions will be made under this Plan. No Participant or Beneficiary shall have any interest in any particular asset of the Company by virtue of the existence of this Plan. Each Participant and Beneficiary shall, with respect to his rights and benefits under this Plan (including Accounts), be an unsecured general creditor of the Company.

5.6 Statements to Participants . Periodically as determined by the Committee, but not less frequently than annually, the Committee shall transmit to each Participant a written statement regarding the Participant’s Account for the period beginning on the date following the effective date of the preceding statement and ending on the effective date of the current statement.

ARTICLE VI

Payment of Benefits

6.1 Distribution Events . The Company shall distribute, or begin distributing a Participant’s Vested Account following the first to occur of the events and in the manner set forth in this Article VI. A Participant’s Vested Account shall be debited in the amount of any distribution made from the Account as of the date of the distribution. The distribution events shall be (i) the Participant’s Separation from Service, including upon Retirement or death, (ii) Disability, (iii) the occurrence of an Unforeseeable Emergency, or (iv) the completion of any specified period of deferral.

6.2 Distribution Elections . A Participant shall elect the time and form of payment of his Vested Account in the manner set forth in Section 4.4. A Participant who fails to timely file a distribution election for a Plan Year shall be deemed to have elected to receive the portion of his Vested Account attributable to the relevant Plan Year in a single lump sum payment on the earliest to occur of (i) the first day of the seventh month following his Separation from Service, (ii) death, or (iii) Disability If a Participant’s Vested Account is less than $50,000, or if distribution is on account of Disability or death, the Vested Account will be distributed in a single lump sum distribution irrespective of any election to the contrary . In no event shall a distribution to a Participant on account of Separation from Service commence prior to the first day of the seventh month following Separation from Service.

6.3 Change of Former Timing of Payments . A Participant may make a subsequent election no later than twelve months prior to the date that he would be eligible to receive a distribution under the Plan, to change the timing and form of payment of the distribution; provided, however, that the payment, or first payment in the case of a series of payments, under the subsequent election shall be deferred to a date that is at least five (5) years after the date the Participant would have been eligible to receive, or begin

receiving, the distribution under the prior election. To be effective, any such election must be in writing timely and received by the Committee, and cannot be effective for at least twelve months after the date on which the election is made. The requirement in this Section 6.3 that the first payment with respect to which any election thereunder applies must be deferred for at least five (5) years shall not apply to a payment on account of the Participant’s death, Disability or in the event of an Unforeseeable Emergency.

6.5 Unforeseeable Emergency Distribution . In the event that the Committee, upon the written request of a Participant, determines in its sole discretion that such Participant has incurred an Unforeseeable Emergency, as defined in Section 2.28, such Participant may be entitled to receive a distribution of part or all of the Participant’s Vested Account, in an amount not to exceed the lesser of (a) the amount determined by the Committee under Section 2.28, or (b) the value of such Participant’s Vested Account at the time of the emergency. Such amount shall be paid in a single lump sum payment as soon as administratively practicable after the Committee has made its determination with respect to the availability and amount of such distribution; provided, however, that the payment shall not be made after the later of the end of the taxable year of the Company in which the Unforeseeable Emergency arises or the 15 ^th day of the third month following the date of the occurrence of the Unforeseeable Emergency. If a Participant’s Account is deemed to be invested in more than one Deemed Investment, such distribution shall be made pro rata from each of such Deemed Investments. For purposes of the foregoing, such distribution shall be made from the Participant’s Account beginning with the oldest Account in the following order: First , such amount shall be debited from the Participant’s Deferral Account, second , from the Participant’s Company Matching Account and third from the Participant’s Company Service Based Account (subject to forfeitures with respect to the non-vested portion of the Company Matching Account and/or Company Service Based Account utilized for such distribution).

ARTICLE VII

Committee

interpret this Plan, to apply the terms of this Plan to the facts determined, to make decisions based upon those facts and to make any and all other decisions required of it by this Plan, such as the right to benefits, the correct amount and form of benefits, the determination of any appeal, the review and correction of the actions of any prior administrative committee, and the other rights, powers, authority and duties specified in this Article and elsewhere in this Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in this Plan or any agreement or document related to this Plan in the manner and to the extent the Committee deems necessary or appropriate. Notwithstanding any provision of law, or any explicit ruling or implicit provision of this document, any action taken, or finding, interpretation, ruling or decision made by the Committee in the exercise of any of its rights, powers, authority or duties under this Plan shall be final and conclusive as to all parties, including without limitation all Participants, former Participants and beneficiaries, regardless of whether the Committee or one or more if its members may have an actual or potential conflict of interest with respect to the subject matter of the action, finding, interpretation, ruling or decision. No final action, finding, interpretation, ruling or decision of the Committee shall be subject to de novo review in any judicial proceeding. No final action, finding, interpretation, ruling or decision of the Committee may be set aside unless it is held to have been arbitrary and capricious by a final judgment of a court having jurisdiction with respect to the issue. To the extent Plan distributions are payable in a form other than a single lump sum (e.g., installments), the Committee shall determine the methodology for computing such payments.

7.2 Delegation of Authority . The Committee may delegate any of its powers or responsibilities to one or more members of the Committee or any other person or entity.

7.5 Indemnification . The Company shall indemnify the members of the Committee and/or any person to whom the Committee has delegated authority in accordance with Section 7.2 hereof against the reasonable expenses, including attorney’s fees, actually and appropriately incurred by them in connection with the defense of any action, suit or proceeding, or in connection with any appeal thereto, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) and against all amounts paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in a suit of final adjudication that such Committee member is liable for fraud, deliberate

dishonesty or willful misconduct in the performance of his duties or as to which any applicable statute prohibits the Company from providing indemnification; provided that within 60 days after the institution of any such action, suit or proceeding a Committee member or delegate, as applicable, has offered in writing to allow the Company, at its own expense, to handle and defend any such action, suit or proceeding. Notwithstanding the foregoing, the failure of any Committee member or delegate to give such notice shall not relieve the Company of its obligations under this Section 7.5, except to the extent that the Company is actually prejudiced by such failure to give notice.

The foregoing right of indemnification shall be in addition to any other rights of indemnification to which such persons may be entitled under the Company’s Certificate of Incorporation or By-Laws (each, as amended from time to time), as a matter of law, or otherwise.

ARTICLE VIII

Amendment and Termination

The Company retains the right to amend the Plan or to terminate the Plan at any time by action of the Board. No such amendment or termination shall adversely affect any Participant or Beneficiary with respect to his right to receive a benefit in accordance with Article VI, determined as of the later of the date that the Plan amendment or termination is adopted or the date such Plan amendment or termination is effective, unless the affected Participant or Beneficiary consents to such amendment or termination. No amendment or termination of this Plan shall be made in a manner that results in noncompliance with the requirements of Code Section 409A, to the extent applicable.

ARTICLE IX

Miscellaneous

9.1 Plan Does Not Confer Right to Employment . Nothing contained in this Plan shall be deemed to give any Participant the right to be retained in the employment of the Company, to interfere with the rights of the Company to discharge any Participant at any time or to interfere with a Participant’s right to terminate his employment at any time.

9.4 FICA Withholding/Employee Deferrals/Company Contributions . If the Participant is an employee of the Company, for each payroll period, the Company shall withhold from that portion of the Participant’s Compensation that is not being deferred under this Plan, the Participant’s share of FICA and other applicable taxes that are required to be withheld with respect to (i) Employee Deferrals, (ii) Company Matching Contributions and (iii) Company Service Based Contributions as they vest and become subject to such FICA withholding. To the extent that there are insufficient funds to satisfy all applicable tax withholding requirements in a timely manner, the Company reserves the right to reduce the Participant’s Employee Deferrals, as required to provide available funds for applicable tax withholding requirements. To the extent there are still insufficient funds to satisfy all such applicable tax withholding requirements, the Participant shall timely remit cash funds to the Company sufficient to cover such withholding requirements.

(a)	the specific reason or reasons for the denial of benefits;

(b)	a specific reference to the pertinent provisions of the Plan upon which the denial is based;

(c)	a description of any additional material or information necessary for the claimant to perfect his claim for benefits and an explanation of why such material and information is necessary; and

(d)	an explanation of the review procedure provided below.

decision of the Committee shall be in writing and shall include the specific reasons for the decision and specific references to the pertinent provisions of the Plan on which such decision is based. The Committee shall advise the claimant prior to the end of the initial sixty (60) day or forty-five (45) day period, as applicable, if additional time is needed to process such application for review. The decision of the Committee shall be final and conclusive.

9.12 Conduct Injurious to the Company . Notwithstanding anything in the Plan to the contrary, any and all benefits otherwise payable to any Participant hereunder attributable to Company Matching Contributions and Company Service Based Contributions, except to the extent of any prior distributions under the Plan, shall be forever forfeited if it is determined by the Committee, in its sole discretion, that such Participant has engaged in conduct injurious to the Company, including but not limited to the following:

(a)	dishonesty while in the employ of the Company or while serving as a Director;

(b)	imparting, disclosing or appropriating proprietary information for himself or to or for any other person, firm, corporation, association or entity for any reason or purpose whatsoever, except if required by law or at the Company’s direction;

(c)	performing any act or engaging in any course of conduct which has or may reasonably have the effect of demeaning the name or business reputation of the Company; or

(d)

9.14 No Guarantee of Tax Consequences . None of the Board, officers or employees of the Company, the Company or any affiliate of the Company makes any

commitment or guarantee that any federal, state or local tax treatment will apply or be available to any individual or person participating hereunder or eligible to participate hereunder.

Exhibit 10.15

DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT

This Director and Officer Indemnification Agreement, dated as of July 1, 2015 (this “ Agreement ”), is made by and between BWX Technologies, Inc., a Delaware corporation (the “ Company ”), and _______________________ (“ Indemnitee ”).

RECITALS :

A. Section 141 of the Delaware General Corporation Law provides that the business and affairs of a corporation shall be managed by or under the direction of its board of directors.

B. Pursuant to Sections 141 and 142 of the Delaware General Corporation Law, significant authority with respect to the management of the Company has been delegated to the officers of the Company.

C. By virtue of the managerial prerogatives vested in the directors and officers of a Delaware corporation, directors and officers act as fiduciaries of the corporation and its stockholders.

D. Thus, it is critically important to the Company and its stockholders that the Company be able to attract and retain the most capable persons reasonably available to serve as directors and officers of the Company.

E. In recognition of the need for corporations to be able to induce capable and responsible persons to accept positions in corporate management, Delaware law authorizes (and in some instances requires) corporations to indemnify their directors and officers, and further authorizes corporations to purchase and maintain insurance for the benefit of their directors and officers.

F. The Delaware courts have recognized that indemnification by a corporation serves the dual policies of (1) allowing corporate officials to resist unjustified lawsuits, secure in the knowledge that, if vindicated, the corporation will bear the expense of litigation and (2) encouraging capable women and men to serve as corporate directors and officers, secure in the knowledge that the corporation will absorb the costs of defending their honesty and integrity.

G. Delaware law also authorizes a corporation to pay in advance of the final disposition of an action, suit or proceeding the expenses incurred by a director or officer in the defense thereof, and any such right to the advancement of expenses may be made separate and distinct from any right to indemnification and need not be subject to the satisfaction of any standard of conduct or otherwise affected by the merits of any claims against the director or officer.

H. Recent federal legislation and rules adopted by the Securities and Exchange Commission and the national securities exchanges have imposed additional disclosure and corporate governance obligations on directors and officers of public companies and have exposed such directors and officers to new and substantially broadened civil liabilities.

I. These legislative and regulatory initiatives have also exposed directors and officers of public companies to a significantly greater risk of criminal proceedings, with attendant defense costs and potential criminal fines and penalties.

J. The authority of a corporation to indemnify and advance the costs of defense to its directors and officers applies to criminal proceedings as well as to civil, administrative and investigative proceedings.

K. Indemnitee is a director or officer of the Company and his or her willingness to serve in such capacity is predicated, in substantial part, upon the Company’s willingness to indemnify him or her in accordance with the principles reflected above, to the fullest extent permitted by the laws of the state of Delaware, and upon the other undertakings set forth in this Agreement.

L. Therefore, in recognition of the need to provide Indemnitee with substantial protection against personal liability, in order to procure Indemnitee’s continued service as a director or officer of the Company and to enhance Indemnitee’s ability to serve the Company in an effective manner, and in order to provide such protection pursuant to express contract rights (intended to be enforceable irrespective of, among other things, any amendment to the Company’s certificate of incorporation or bylaws (collectively, the “ Constituent Documents ”), any change in the composition of the Company’s Board of Directors (the “ Board ”) or any change-in-control or business combination transaction relating to the Company), the Company wishes to provide in this Agreement for the indemnification of and the advancement of Expenses (as defined in Section 1(e)) to Indemnitee as set forth in this Agreement and for the continued coverage of Indemnitee under the Company’s directors’ and officers’ liability insurance policies.

M. In light of the considerations referred to in the preceding recitals, it is the Company’s intention and desire that the provisions of this Agreement be construed liberally, subject to their express terms, to maximize the protections to be provided to Indemnitee hereunder.

AGREEMENT :

NOW, THEREFORE, the parties hereby agree as follows:

1. Certain Definitions. In addition to terms defined elsewhere herein, the following terms have the following meanings when used in this Agreement with initial capital letters:

(a) “Claim” means (i) any threatened, asserted, pending or completed claim, demand, action, suit or proceeding, whether civil, criminal, administrative, arbitrative, investigative or other, and whether made pursuant to federal, state or other law; and (ii) any threatened, pending or completed inquiry or investigation, whether made, instituted or conducted by or at the behest of the Company or any other person, including any federal, state or other court or governmental entity or agency and any committee or other representative of any corporate constituency, that Indemnitee determines might lead to the institution of any such claim, demand, action, suit or proceeding.

(b) “Controlled Affiliate” means any corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, that is directly or indirectly controlled by the Company. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity or enterprise, whether through the ownership of voting securities, through other voting rights, by contract or otherwise; provided that direct or indirect beneficial ownership of capital stock or other interests in an entity or enterprise entitling the holder to cast 20% or more of the total number of votes generally entitled to be cast in the election of directors (or persons performing comparable functions) of such entity or enterprise shall be deemed to constitute control for purposes of this definition.

(c) “Disinterested Director” means a director of the Company who is not and was not a party to the Claim in respect of which indemnification is sought by Indemnitee.

(d) “ERISA Losses” means any taxes, penalties or other liabilities under the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended.

(e) “Expenses” means attorneys’ and experts’ fees and expenses and all other costs and expenses paid or payable in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in (including on appeal), any Claim.

(f) “Incumbent Directors” means the individuals who, as of the date hereof, are members of the Board and any individual becoming a member of the Board subsequent to the date hereof whose election, nomination for election by the Company’s stockholders, or appointment, was approved by a vote of at least two-thirds of the then Incumbent Directors (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination); provided, however, that an individual shall not be an Incumbent Director if such individual’s election or appointment to the Board occurs as a result of an actual or threatened election contest (as described in Rule 14a-12(c) of the Securities Exchange Act of 1934, as amended) with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.

(g) “Indemnifiable Claim” means any Claim based upon, arising out of or resulting from (i) any actual, alleged or suspected act or failure to act by Indemnitee in his or her capacity as a director, officer, employee or agent of the Company or as a director, officer, employee, member, manager, trustee or agent of any other corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit (including any employee benefit plan or related trust), as to which Indemnitee is or was serving at the request of the Company as a director, officer, employee, member, manager, trustee or agent, (ii) any actual, alleged or suspected act or failure to act by Indemnitee in respect of any business, transaction, communication, filing, disclosure or other activity of the Company or any other entity or enterprise referred to in clause (i) of this sentence, or (iii) Indemnitee’s status as a current or former director, officer, employee or agent of the Company or as a current or former director, officer, employee, member, manager, trustee or agent of the Company or any other entity or enterprise referred to in clause (i) of this sentence or any actual, alleged or suspected act or failure to act by Indemnitee in connection with any obligation or restriction imposed upon Indemnitee by reason of such status. In addition to any service at the actual request of the Company, for purposes of this Agreement, Indemnitee shall be deemed to be serving or to have served at the request of the Company as a director, officer, employee, member, manager, trustee or agent of another entity or enterprise if Indemnitee is or was serving as a director, officer, employee, member, manager, trustee or agent of such entity or enterprise and (i) such entity or enterprise is or at the time of such service was a Controlled Affiliate, (ii) such entity or enterprise is or at the time of such service was an employee benefit plan (or related trust) sponsored or maintained by the Company or a Controlled Affiliate, or (iii) the Company or a Controlled Affiliate directly or indirectly caused or authorized Indemnitee to be nominated, elected, appointed, designated, employed, engaged or selected to serve in such capacity.

(h) “Indemnifiable Losses” means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

(i) “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company (or any Subsidiary) or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other named (or, as to a threatened matter, reasonably likely to be named) party to the Indemnifiable Claim giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

(j) “Losses” means any and all Expenses, damages, losses, liabilities, judgments, fines, penalties (whether civil, criminal or other), ERISA Losses and amounts paid in settlement, including all interest, assessments and other charges paid or payable in connection with or in respect of any of the foregoing.

(k) “Subsidiary” means an entity in which the Company directly or indirectly beneficially owns 50% or more of the outstanding Voting Stock.

(l) “Voting Stock” means securities entitled to vote generally in the election of directors (or similar governing bodies).

2. Indemnification Obligation. Subject to Section 8, the Company shall indemnify, defend and hold harmless Indemnitee, to the fullest extent permitted or required by the laws of the State of Delaware in effect on the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted or required indemnification, against any and all Indemnifiable Claims and Indemnifiable Losses; provided , however , that (a) except for compulsory counterclaims or as provided in Sections 4 and 21, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Claim and (b) no repeal or amendment of any law of the State of Delaware shall in any way diminish or adversely affect the rights of Indemnitee pursuant to this Agreement in respect of any occurrence or matter arising prior to any such repeal or amendment.

3. Advancement of Expenses. Indemnitee shall have the right to advancement by the Company prior to the final disposition of any Indemnifiable Claim of any and all Expenses relating to, arising out of or resulting from any Indemnifiable Claim paid or incurred by Indemnitee or which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct and is not conditioned upon any prior determination that Indemnitee is entitled to indemnification under this Agreement with respect to the Indemnifiable Claim or the absence of any prior determination to the contrary. Without limiting the generality or effect of the foregoing, within five business days after any request by Indemnitee, the Company shall, in accordance with such request (but without duplication), (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses; provided that Indemnitee shall repay, without interest any amounts actually advanced to Indemnitee that, at the final disposition of the Indemnifiable Claim to which the advance related, were in excess of amounts paid or payable by Indemnitee in respect of Expenses relating to, arising out of or resulting from such Indemnifiable Claim. In connection with any such payment, advancement or reimbursement, if delivery of an undertaking is a legally required condition precedent to such payment, advance or reimbursement, Indemnitee shall execute and deliver to the Company an undertaking in the form attached hereto as Exhibit A (subject to Indemnitee filling in the blanks therein and selecting from among the bracketed alternatives therein), which need not be secured and shall be accepted by the Company without reference to Indemnitee’s ability to repay the Expenses. In no event shall Indemnitee’s right to the payment, advancement or reimbursement of Expenses pursuant to this Section 3 be conditioned upon any undertaking that is less favorable to Indemnitee than, or that is in addition to, the undertaking set forth in Exhibit A .

4. Indemnification for Additional Expenses. Without limiting the generality or effect of the foregoing, the Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request, any and all Expenses paid or incurred by Indemnitee or which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee in connection with any Claim made, instituted or conducted by Indemnitee, in each case to the fullest extent permitted or required by the laws of the State of Delaware in effect on the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted or required indemnification, reimbursement or advancement of such Expenses, for (a) indemnification or payment, advancement or reimbursement of Expenses by the Company under any provision of this Agreement, or under any other agreement or provision of the Constituent Documents now or hereafter in effect relating to Indemnifiable Claims, and/or (b) recovery under any directors’ and officers’ liability insurance policies maintained by the Company; provided , however , that Indemnitee shall return, without interest, any such advance of Expenses (or portion thereof) which remains unspent at the final disposition of the Claim to which the advance related.

5. Contribution. To the fullest extent permissible under applicable law in effect on the date hereof or as such law may from time to time hereafter be amended to increase the scope of permitted or required indemnification, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the payment of any and all Indemnifiable Claims or Indemnifiable Losses, in such proportion as is fair and reasonable in light of all of the circumstances in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Indemnifiable Claim or Indemnifiable Loss and/or (ii) the relative fault of the Company (and its other directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s); provided that such contribution shall not be required where it is determined, pursuant to a final disposition of such Indemnifiable Claim or Indemnifiable Loss in accordance with Section 8, that Indemnitee is not entitled to indemnification by the Company with respect to such Indemnifiable Claim or Indemnifiable Loss.

6. Partial Indemnity. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Indemnifiable Loss, but not for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

7. Procedure for Notification. To obtain indemnification under this Agreement in respect of an Indemnifiable Claim or Indemnifiable Loss, Indemnitee shall submit to the Company a written request therefor, including a brief description (based upon information then available to Indemnitee) of such Indemnifiable Claim or Indemnifiable Loss. If, at the time of the receipt of such request, the Company has directors’ and officers’ liability insurance in effect under which coverage for such Indemnifiable Claim or Indemnifiable Loss is potentially available, the Company shall give prompt written notice of such Indemnifiable Claim or Indemnifiable Loss to the applicable insurers in accordance with the procedures set forth in the applicable policies. The Company shall provide to Indemnitee a copy of such notice delivered to the applicable insurers, and copies of all subsequent correspondence between the Company and such insurers regarding the Indemnifiable Claim or Indemnifiable Loss, in each case substantially concurrently with the delivery or receipt thereof by the Company. The failure by Indemnitee to timely notify the Company of any Indemnifiable Claim or Indemnifiable Loss shall not relieve the Company from any liability hereunder unless, and only to the extent that, the Company did not otherwise learn of such Indemnifiable Claim or Indemnifiable Loss and such failure results in forfeiture by the Company of substantial defenses, rights or insurance coverage.

8. Determination of Right to Indemnification .

(a) To the extent that Indemnitee shall have been successful on the merits or otherwise in defense of any Indemnifiable Claim or any portion thereof or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee shall be indemnified against Indemnifiable Losses relating to, arising out of or resulting from such Indemnifiable Claim in accordance with Section 2 and no Standard of Conduct Determination (as defined in Section 8(b)) shall be required with respect to such Indemnifiable Claim.

(b) To the extent that the provisions of Section 8(a) are inapplicable to an Indemnifiable Claim that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition precedent to indemnification of Indemnitee hereunder against Indemnifiable Losses relating to, arising out of or resulting from such Indemnifiable Claim (a “ Standard of Conduct Determination ”) shall be made as follows: (i) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (ii) if such Disinterested Directors so direct, by a majority vote of a committee of Disinterested Directors designated by a majority vote of all Disinterested Directors, or (iii) if there are no such Disinterested Directors or if Indemnitee so requests, by Independent Counsel, selected by the Indemnitee and approved by the Board (such approval not to be unreasonably withheld, delayed or conditioned), in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee; provided , however , that if at the time of any Standard of Conduct Determination Indemnitee is neither a director nor an officer of the Company, such Standard of Conduct Determination may be made by or in the manner specified by the Board, any duly authorized committee of the Board or any duly authorized officer of the Company (unless Indemnitee requests that such Standard of Conduct Determination be made by Independent Counsel, in which case such Standard of Conduct Determination shall be made by Independent Counsel). Indemnitee will cooperate with the person or persons making such Standard of Conduct Determination, including providing to such person or persons, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request, any and all costs and expenses (including attorneys’ and experts’ fees and expenses) incurred by Indemnitee in so cooperating with the person or persons making such Standard of Conduct Determination.

(c) The Company shall use its reasonable best efforts to cause any Standard of Conduct Determination required under Section 8(b) to be made as promptly as practicable. If (i) the person or persons empowered or selected under Section 8 to make the Standard of Conduct Determination shall not have made a determination within 30 days after the later of (A) receipt by the Company of written notice from Indemnitee advising the Company of the final disposition of the applicable Indemnifiable Claim (the date of such receipt being the “ Notification Date ”) and (B) the selection of an Independent Counsel, if such determination is to be made by Independent Counsel, and (ii) Indemnitee shall have fulfilled his or her obligations set forth in the second sentence of Section 8(b), then Indemnitee shall be deemed to have satisfied the applicable standard of conduct; provided that such 30-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person or persons making such determination in good faith requires such additional time for the obtaining or evaluation or documentation and/or information relating thereto.

(d) If (i) Indemnitee shall be entitled to indemnification hereunder against any Indemnifiable Losses pursuant to Section 8(a), (ii) no determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law is a legally required condition precedent to indemnification of Indemnitee hereunder against any Indemnifiable Losses, or (iii) Indemnitee has been determined or deemed pursuant to Section 8(b) or (c) to have satisfied any applicable standard of conduct under Delaware law which is a legally required condition precedent to indemnification of Indemnitee hereunder against any Indemnifiable Losses, then the Company shall pay to Indemnitee, within five business days after the later of (x) the Notification Date in respect of the Indemnifiable Claim or portion thereof to which such Indemnifiable Losses are related, out of which such Indemnifiable Losses arose or from which such Indemnifiable Losses resulted and (y) the earliest date on which the applicable criterion specified in clause (i), (ii) or (iii) above shall have been satisfied, an amount equal to the amount of such Indemnifiable Losses.

9. Presumption of Entitlement.

(a) In making a determination of whether Indemnitee has been successful on the merits or otherwise in defense of any Indemnifiable Claim or any portion thereof or in defense of any issue or matter therein, the Company acknowledges that a resolution, disposition or outcome short of dismissal or final judgment, including outcomes that permit Indemnitee to avoid expense, delay, embarrassment, injury to reputation, distraction, disruption or uncertainty, may constitute such success. In the event that any Indemnifiable Claim or any portion thereof or issue or matter therein is resolved or disposed of in any manner other than by adverse judgment against Indemnitee (including any resolution or disposition thereof by means of settlement with or without payment of money or other consideration), it shall be presumed that Indemnitee has been successful on the merits or otherwise in defense of such Indemnifiable Claim or portion thereof or issue or matter therein. The Company may overcome such presumption only by its adducing clear and convincing evidence to the contrary.

(b) In making any Standard of Conduct Determination, the person or persons making such determination shall presume that Indemnitee has satisfied the applicable standard of conduct, and the Company may overcome such presumption only by its adducing clear and convincing evidence to the contrary. Any Standard of Conduct Determination that is adverse to Indemnitee may be challenged by Indemnitee in the Court of Chancery of the State of Delaware. No determination by the Company (including by its directors or any Independent Counsel) that Indemnitee has not satisfied any applicable standard of conduct shall be a defense to any Claim by Indemnitee for indemnification or reimbursement or advance payment of Expenses by the Company hereunder or create a presumption that Indemnitee has not met any applicable standard of conduct.

(c) Without limiting the generality or effect of Section 9(b), (i) to the extent that any Indemnifiable Claim relates to any entity or enterprise (other than the Company) referred to in clause (i) of the first sentence of the definition of “Indemnifiable Claim,” Indemnitee shall be deemed to have satisfied the applicable standard of conduct if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the interests of such entity or enterprise (or the owners or beneficiaries thereof, including in the case of any employee benefit plan the participants and beneficiaries thereof) and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful, and (ii) in all cases, any belief of Indemnitee that is based on the records or books of account of the Company, including financial statements, or on information supplied to Indemnitee by the directors or officers of the Company in the course of their duties, or on the advice of legal counsel for the Company, the Board, any committee of the Board or any director, or on information or records given or reports made to the Company, the Board, any committee of the Board or any director by an independent certified public accountant or by an appraiser or other expert selected by or on behalf of the Company, the Board, any committee of the Board or any director shall be deemed to be reasonable.

10. No Adverse Presumption. For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, will not create a presumption that Indemnitee did not meet any applicable standard of conduct or that indemnification hereunder is otherwise not permitted.

11. Non-Exclusivity. Pursuant to Article VI of the Company’s bylaws, the Indemnitee has certain indemnification rights. The rights provided to the Indemnitee under this Agreement will supplement and be in addition to the rights provided by Article VI of the Company’s bylaws and any other rights Indemnitee may have under the Constituent Documents, or the substantive laws of the Company’s jurisdiction of incorporation, any other contract or otherwise (collectively, “ Other Indemnity Provisions ”) as provided for by Section 6.11 of the Company’s bylaws; provided , however , that (a) to the extent that Indemnitee otherwise would have any greater right to indemnification under any Other Indemnity Provision, Indemnitee will be deemed to have such greater right hereunder and (b) to the extent that any change is made to any Other Indemnity Provision which permits any greater right to indemnification than that provided under this Agreement as of the date hereof, Indemnitee will be deemed to have such greater right hereunder. The Company will not adopt any amendment to any of the Constituent Documents the effect of which would be to deny, diminish or encumber Indemnitee’s right to indemnification under this Agreement or any Other Indemnity Provision.

12. Liability Insurance and Funding. For the duration of Indemnitee’s service as a director and/or officer of the Company, and thereafter for so long as Indemnitee shall be subject to any pending or possible Indemnifiable Claim, the Company shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to cause to be maintained in effect policies of directors’ and officers’ liability insurance providing coverage for directors and/or officers of the Company that is at least substantially comparable in scope and amount to that provided by the Company’s current policies of directors’ and officers’ liability insurance. The Company shall provide Indemnitee with a copy of all directors’ and officers’ liability insurance applications, binders, policies, declarations, endorsements and other related materials, and shall provide Indemnitee with a reasonable opportunity to review and comment on the same. Without limiting the generality or effect of the two immediately preceding sentences, the Company shall not discontinue or significantly reduce the scope or amount of coverage from one policy period to the next (i) without the prior approval thereof by a majority vote of the Incumbent Directors, even if less than a quorum, or (ii) if at the time that any such discontinuation or significant reduction in the scope or amount of coverage is proposed there are no Incumbent Directors, without the prior written consent of Indemnitee (which consent shall not be unreasonably withheld or delayed). In all policies of directors’ and officers’ liability insurance obtained by the Company, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s directors and officers most favorably insured by such policy. The Company may, but shall not be required to, create a trust fund, grant a security interest or use other means, including a letter of credit, to ensure the payment of such amounts as may be necessary to satisfy its obligations to indemnify and advance expenses pursuant to this Agreement.

13. Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the related rights of recovery of Indemnitee against other persons or entities (other than Indemnitee’s successors), including any entity or enterprise referred to in clause (i) of the definition of “Indemnifiable Claim” in Section 1(g). Indemnitee shall execute all papers reasonably required to evidence such rights (all of Indemnitee’s reasonable Expenses, including attorneys’ fees and charges, related thereto to be reimbursed by or, at the option of Indemnitee, advanced by the Company).

14. No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment to Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has otherwise actually received payment (net of any Expenses incurred in connection therewith and any repayment by Indemnitee made with respect thereto) under any insurance policy, the Constituent Documents and Other Indemnity Provisions or otherwise (including from any entity or enterprise referred to in clause (i) of the definition of “Indemnifiable Claim” in Section 1(g)) in respect of such Indemnifiable Losses otherwise indemnifiable hereunder.

15. Defense of Claims. The Company shall be entitled to participate in the defense of any Indemnifiable Claim or to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee; provided that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, or (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without the Company’s prior written consent. The Company shall not, without the prior written consent of Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim to which Indemnitee is, or could have been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

16. Successors and Binding Agreement.

(a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company.

(b) This Agreement shall inure to the benefit of and be enforceable by Indemnitee’s personal or legal representatives, executors, administrators, heirs, distributees, legatees and other successors.

(c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 16(a) and 16(b). Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by Indemnitee’s will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 16(c), the Company shall have no liability to pay any amount so attempted to be assigned or transferred.

17. Notices. For all purposes of this Agreement, all communications, including notices, consents, requests or approvals, required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when hand delivered or dispatched by electronic facsimile transmission (with receipt thereof orally confirmed), or five business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid or one business day after having been sent for next-day delivery by a nationally recognized overnight courier service, addressed to the Company (to the attention of the Secretary of the Company) and to Indemnitee at the applicable address shown on the signature page hereto, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of changes of address will be effective only upon receipt.

18. Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by and construed in accordance with the substantive laws of the State of Delaware, without giving effect to the principles of conflict of laws of such State. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the Chancery Court of the State of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be brought only in the Chancery Court of the State of Delaware.

19. Validity. If any provision of this Agreement or the application of any provision hereof to any person or circumstance is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person or circumstance shall not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal shall be reformed to the extent, and only to the extent, necessary to make it enforceable, valid or legal. In the event that any court or other adjudicative body shall decline to reform any provision of this Agreement held to be invalid, unenforceable or otherwise illegal as contemplated by the immediately preceding sentence, the parties thereto shall take all such action as may be necessary or appropriate to replace the provision so held to be invalid, unenforceable or otherwise illegal with one or more alternative provisions that effectuate the purpose and intent of the original provisions of this Agreement as fully as possible without being invalid, unenforceable or otherwise illegal.

20. Miscellaneous. No provision of this Agreement may be waived, modified or discharged unless such waiver, modification or discharge is agreed to in writing signed by Indemnitee and the Company. No waiver by either party hereto at any time of any breach by the other party hereto or compliance with any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, expressed or implied with respect to the subject matter hereof have been made by either party that are not set forth expressly in this Agreement. Subject to Section 11 hereof, this Agreement supersedes any prior written agreement between the parties concerning, related to or otherwise in connection with, the subject matter hereof.

21. Legal Fees and Expenses; Interest.

(a) It is the intent of the Company that Indemnitee not be required to incur legal fees and or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise, including any Standard of Conduct Determination, because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. Accordingly, without limiting the generality or effect of any other provision hereof, if it should appear to Indemnitee that the Company has failed to comply with any of its obligations under this Agreement (including its obligations under Section 3) or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, the Company irrevocably authorizes Indemnitee from time to time to retain counsel of Indemnitee’s choice, at the expense of the Company as hereafter provided, to advise and represent Indemnitee in connection with any such interpretation, enforcement or defense, including the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Indemnitee’s entering into an attorney-client relationship with such counsel, and in that connection the Company and Indemnitee agree that a confidential relationship shall exist between Indemnitee and such counsel. The Company will pay and be solely financially responsible for any and all attorneys’ and related fees and expenses incurred by Indemnitee in connection with any of the foregoing to the fullest extent permitted or required by the laws of the State of Delaware in effect on the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted or required payment of such fees and expenses.

(b) Any amount due to Indemnitee under this Agreement that is not paid by the Company by the date on which it is due will accrue interest at the maximum legal rate under Delaware law from the date on which such amount is due to the date on which such amount is paid to Indemnitee.

22. Certain Interpretive Matters. Unless the context of this Agreement otherwise requires, (a) “it” or “its” or words of any gender include each other gender, (b) words using the singular or plural number also include the plural or singular number, respectively, (c) the terms “hereof,” “herein,” “hereby” and derivative or similar words refer to this entire Agreement, (d) the terms “ “Section” or “Exhibit” refer to the specified Section or Exhibit of or to this Agreement, (e) the terms “include,” “includes” and “including” will be deemed to be followed by the words “without limitation” (whether or not so expressed), and (f) the word “or” is disjunctive but not exclusive. Whenever this Agreement refers to a number of days, such number will refer to calendar days unless business days are specified and whenever action must be taken (including the giving of notice or the delivery of documents) under this Agreement during a certain period of time or by a particular date that ends or occurs on a non-business day, then such period or date will be extended until the immediately following business day. As used herein, “business day” means any day other than Saturday, Sunday or a United States federal holiday.

23. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together shall constitute one and the same agreement.

[Signatures Appear on Following Page]

IN WITNESS WHEREOF, Indemnitee has executed and the Company has caused its duly authorized representative to execute this Agreement as of the date first above written.


BWX TECHNOLOGIES, INC. 800 Main Street, 4 ^th Floor Lynchburg, Virginia 24504

By:
		Name: Peyton S. Baker Title: Chief Executive Officer and President

INDEMNITEE [Address]


[Indemnitee]

EXHIBIT A

UNDERTAKING

This Undertaking is submitted pursuant to the Director and Officer Indemnification Agreement, dated as of ___________ ___, ____ (the “ Indemnification Agreement ”), between BWX Technologies, Inc., a Delaware corporation (the “ Company ”), and the undersigned. Capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in the Indemnification Agreement.

The undersigned hereby requests [payment], [advancement], [reimbursement] by the Company of Expenses which the undersigned [has incurred] [reasonably expects to incur] in connection with ______________________ (the “ Indemnifiable Claim ”).

The undersigned hereby undertakes to repay the [payment] , [advancement] , [reimbursement] of Expenses made by the Company to or on behalf of the undersigned in response to the foregoing request if it is determined, following the final disposition of the Indemnifiable Claim and in accordance with Section 8 of the Indemnification Agreement, that the undersigned is not entitled to indemnification by the Company under the Indemnification Agreement with respect to the Indemnifiable Claim.

IN WITNESS WHEREOF, the undersigned has executed this Undertaking as of this _____ day of ______________, ____.



		[Indemnitee]

Exhibit 10.16

LIMITED LIABILITY COMPANY AGREEMENT

GENERATION MPOWER LLC

DATED AS OF

February 28, 2011

THE MEMBERSHIP INTERESTS REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. THE MEMBERSHIP INTERESTS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY SET FORTH OR REFERRED TO IN THIS LIMITED LIABILITY COMPANY AGREEMENT.

TABLE OF CONTENTS


			Page
1.	DEFINED TERMS			1

	1.1	Definitions; Rules of Construction		1

2.	ORGANIZATIONAL MATTERS			1

	2.1	Formation and Continuation		1

	2.2	Term		2

	2.3	Name		2

	2.4	Purpose of the Company; Business		2

	2.5	Registered Office and Agent		2

	2.6	Fictitious Business Name Statement; Other Certificates		3

3.	CAPITALIZATION			3

	3.1	Required Investments in the Company		3

	3.2	Additional Capital Contributions		3

	3.3	Withdrawal and Return of Capital; Interest on Capital		4

4.	DISTRIBUTIONS			5

	4.1	Limitations on Distributions		5

	4.2	Annual Distributions		5

	4.3	Special Distributions		5

	4.4	Tax Payment Distributions		5

	4.5	Liquidating Distributions		6

	4.6	Withholding		6

5.	CAPITAL ACCOUNTS			6

	5.1	Financial Reporting and Nonfinancial Reporting Books		6

	5.2	Capital Accounts		6

	5.3	Revaluation of Company Property		8

6.	PROFITS AND LOSS ALLOCATION			8

	6.1	Shares of the Company		8

	6.2	Special Allocations		9

	6.3	Allocation of Tax Items		10

7.	MANAGEMENT OF THE COMPANY			10

	7.1	Governing Board; Alternates		10

TABLE OF CONTENTS

(continued)


			Page
	7.2	Composition		10

	7.3	Term; Vacancies		11

	7.4	Required Approval by the Board		11

	7.5	Negative Controls		12

	7.6	Meetings		13

	7.7	Agenda and Notice of Meetings		13

	7.8	Waiver of Notice of Meeting		13

	7.9	Telephonic Meetings		13

	7.10	Required Vote; Quorum		13

	7.11	Action by Written Consent		14

	7.12	Compensation and Reimbursement		14

	7.13	Committees		14

	7.14	Waiver of Conflict of Interest		14

	7.15	Management of Subsidiaries		15

	7.16	Contracts		15

	7.17	Information Rights		15

8.	OFFICERS AND PERSONNEL			15

	8.1	Officers		15

	8.2	Authority and Duties of the Officers		15

	8.3	Personnel		16

9.	RIGHTS AND OBLIGATIONS OF MEMBERS			16

	9.1	Initial Members		16

	9.2	Additional Members		16

	9.3	Withdrawal and Termination		16

	9.4	Limitation on the Rights and Powers of Members		16

	9.5	Limited Liability of Members		16

	9.6	Spontaneous Meeting of Members		16

	9.7	Quorum		17

	9.8	Voting of Interests		17

	9.9	Manner of Acting		17

TABLE OF CONTENTS

(continued)


			Page
	9.10	Action Without Meeting		17

	9.11	No Required Notice of Action		17

	9.12	Actions Requiring Member Approval		17

	9.13	Information; Reports		18

10.	INDEMNIFICATION OF INDIVIDUALS BY THE COMPANY			18

	10.1	General		18

	10.2	Exculpation		18

	10.3	Limitations		18

	10.4	Advancement of Expenses		19

	10.5	Continuation of Indemnification		19

	10.6	Indemnification of Directors, Alternates and Committee Members		19

	10.7	Permitted Reliance on Reports, Advisors and Information		19

	10.8	Insurance		19

11.	REPRESENTATIONS AND WARRANTIES			19

	11.1	Investment Intention and Restrictions on Disposition		19

	11.2	Securities Laws Matters		20

	11.3	Ability to Bear Risk		20

	11.4	Access to Information; Sophistication; Lack of Reliance		20

	11.5	Organization and Existence		21

	11.6	Power and Authority		21

	11.7	Authorization and Enforceability		21

	11.8	No Consents		21

	11.9	No Conflict or Breach		21

	11.10	No Violation of Law; No Proceedings		21

12.	EXCLUSIVITY			22

	12.1	General		22

	12.2	Government Contracts		22

	12.3	Other Nuclear Technologies		22

	12.4	Competing Proposals		22

	12.5	Customer Preference		23

iii

TABLE OF CONTENTS

(continued)


			Page
13.	COVENANTS; BUSINESS MATTERS			23

	13.1	Confidentiality		23

	13.2	Compliance with Laws and Limits on Certain Activities		23

	13.3	Customer Contracts and Subcontracts		24

	13.4	Transactions with Affiliates		25

	13.5	Generic Design Fee		25

	13.6	Ethics Policies		25

	13.7	Company Self-Performance		25

	13.8	Political Contributions		26

	13.9	Publicity		26

	13.10	Performance		26

	13.11	Consideration of Company Subcontractors and Suppliers		26

14.	TAX MATTERS			26

	14.1	Taxable Year		26

	14.2	Tax Reporting Partner		26

	14.3	Tax Matters Partner		26

	14.4	Information to the TMP		26

	14.5	Limitations Period Extension		27

	14.6	Settlement		27

	14.7	Certain Petitions		27

	14.8	Tax Returns		27

	14.9	Information Requests		27

	14.10	Cooperation with Responsibilities		27

	14.11	Section 754 Election		27

15.	TRANSFERS OF INTERESTS			27

	15.1	General Restriction		27

	15.2	Permitted Transfers		28

	15.3	Prohibited Transfers		28

	15.4	Duty of First Offer		29

	15.5	BNGP Tag-Along Right		29

TABLE OF CONTENTS

(continued)


			Page
	15.6	B&WMR Drag-Along Right		30

	15.7	General Provisions		31

	15.8	Unauthorized Transfers Void		31

16.	LIMITATIONS ON LIABILITY AMONG THE MEMBERS			31

	16.1	Limitations on Liability		31

17.	GENERAL			32

	17.1	Dispute Resolution		32

	17.2	Dissolution		32

	17.3	Governing Law		32

	17.4	Entire Agreement		32

	17.5	Amendments; Waivers		33

	17.6	Counterparts		33

	17.7	Notices		33

	17.8	Severability		33

	17.9	Binding Effect; No Third Party Benefit		33

	17.10	Provisions Surviving		33

EXHIBITS


Exhibit A:		BNGP Required Investments

Exhibit B:		B&WMR Required Investments

Exhibit C:		New Members

Exhibit D:		Termination and Withdrawal

Exhibit E:		Dispute Resolution

Exhibit F:		Confidentiality

Exhibit G:		Confidential Items

Exhibit H:		Acceptable Nuclear Liability Regime Definition

Exhibit I:		Division of Responsibility (DOR)

Exhibit J:		Customer Contract Principal Terms and Conditions

Exhibit K:		Subcontract Table

LIMITED LIABILITY COMPANY AGREEMENT OF

GENERATION MPOWER LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT of Generation mPower LLC (the “ Company ”), dated and effective as of February 28, 2011 (this “ LLC Agreement ”), is entered into by and among the Company and the Members.

RECITALS

BWNE has started a program to develop, market and deploy facilities utilizing B&W mPower™ nominal 125 MWe light water, steam generating, small modular nuclear reactor technology (each such facility, a “ Plant ”) for customers on a commercial basis (the “ Program ”).

BWNE and BDC and certain of their respective Affiliates entered into the Joint Development Agreement, dated July 13, 2010 (the “ JDA ”), to implement the Program.

For Tax purposes, the Company is a continuation of the Tax Partnership created under the JDA.

AGREEMENT

In consideration of the mutual covenants of this LLC Agreement, the Company and the Members do hereby agree as follows:

1. DEFINED TERMS

1.1 Definitions; Rules of Construction . Unless the context otherwise requires, terms that are capitalized and not otherwise defined in context have the meanings set forth or cross-referenced in Annex I of this LLC Agreement, which also sets forth rules of construction and usage that will be applicable in this LLC Agreement.

2. ORGANIZATIONAL MATTERS

2.1 Formation and Continuation .

(a) The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the execution and filing of the Certificate of Formation with the Secretary of State of Delaware on December 16, 2010. The Company is hereby continued by the Members.

(b) The rights and obligations of the Members will be as provided in the Act, except as otherwise provided in this LLC Agreement. In the event of any inconsistency between any terms of this LLC Agreement and any provisions of the Act that are not mandatory, the terms of this LLC Agreement will govern.

2.2 Term . The duration of the Company will be perpetual unless it is dissolved and liquidated in accordance with Section 17.2 . The existence of the Company as a separate legal entity will continue until the cancellation of the Certificate of Formation as provided in the Act.

2.3 Name . The name of the Company is “Generation mPower LLC”.

2.4 Purpose of the Company; Business . The Company has been formed for the purposes of (a) directing and controlling the activities of the Program, including:

(i) obtaining NRC design certification of steam-generating light water SMR technology to be employed in the Plants, supporting licensing under 10 CFR Parts 50 and 52, and obtaining and supporting analogous regulatory approvals and licensing for international deployment of Plants;

(ii) Plant sales and marketing to, and contracting with, Customers;

(iii) overall project management during development and deployment of the Program, including subcontracting to BWNE and BPC or their designated Affiliates;

(iv) Customer permitting and licensing interfacing;

(v) integrated Plant design and configuration management;

(vi) systems engineering and integrated Plant technology management;

(vii) servicing, maintaining, modifying and upgrading operating Plants; and

(viii) management of strategic supplier relationships and contracts for Strategic Equipment;

and (b) engaging in all acts or activities necessary, advisable or incidental to the furtherance of the foregoing. The Company may exercise all rights, powers, privileges, and other incidents of ownership of its assets and business and may engage in any activities and transactions that may be necessary, suitable, or proper to accomplish or further the Company’s business and purpose. The Company will not be involved in the procurement, supply, sale or service of nuclear fuel, nor the operation of completed Plants. For the avoidance of doubt, no Member or its Affiliates is prohibited from engaging in any of the activities mentioned in the preceding sentence independently, including with Customers or with the Company.

2.5 Registered Office and Agent . The initial registered office of the Company in the State of Delaware is the office of the registered agent of the Company in Delaware. The name and address of the initial registered agent of the Company in Delaware is The Corporation Trust Company, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The principal office of the Company is 13024 Ballantyne Corporate Place, Suite 700, Charlotte, NC 28277. The Board may change the principal office or the identity or address of its registered office and registered agent in Delaware without the need to amend this LLC Agreement.

2.6 Fictitious Business Name Statement; Other Certificates . The Board will, from time to time, cause the Company to register as a foreign limited liability company and to file fictitious or trade name statements or certificates in the jurisdictions and offices that the Board considers necessary or appropriate. The Company may do business under any fictitious business names deemed desirable by the Board. The Board will, from time to time, file or cause to be filed certificates of amendment, certificates of cancellation, or other certificates that the Board reasonably considers necessary under the Act or under the Applicable Laws of any jurisdiction in which the Company is doing business to establish and continue the Company as a limited liability company or to protect the limited liability of the Members.

3. CAPITALIZATION

3.1 Required Investments in the Company .

(a) BNGP . BNGP will make, and certain of its Affiliates have and will make on its behalf, investments in the Company in the amounts and manner, and at the times, specified in Exhibit A .

(b) B&WMR . B&WMR will make, and certain of its Affiliates have and will make on its behalf, investments in the Company in the amounts and manner, and at the times, specified in Exhibit B .

(c) New Members . Each New Member may be required to make an investment in the Company in connection with its admission as a Member of the Company in accordance with Section 9.2 and its Subscription Agreement. The investment (including any Capital Contributions) will be as agreed between B&WMR and the New Member and set forth in its Subscription Agreement. Contemporaneously with any initial Capital Contributions by the New Member, the Company will distribute an amount equal to that Capital Contribution to B&WMR in accordance with Section 4.3(a) .

(d) Compromises . The prior written consent of BNGP and B&WMR is the only consent required with respect to any adjustment, modification, amendment or other compromise of the Capital Contributions that is or was to be made under Section 3.1(a) or Section 3.1(b) . The prior written consent of B&WMR is the only consent required with respect to any adjustment, modification, amendment or other compromise of any Capital Contributions made by New Members under Section 3.1(c) .

3.2 Additional Capital Contributions .

(a) Except as required under Section 3.1 or as a Member may agree in accordance with Section 3.2(b) , no Member will be required to make any additional Capital Contributions to the Company.

(b) In addition to investments required under Section 3.1 , the Board may determine from time to time that additional working capital is required and may cause the Company to request the Members to make additional Capital Contributions. In each case, the Company will first submit a written notice to each Member identifying the due date, the aggregate amount and the payment terms of the requested Capital Contribution (a “ Capital

Call ”). Each Member will have the right to invest its Share of the Capital Call (subject to increase for over subscription if some Members do not fully exercise their rights) on terms and conditions contained in the Capital Call. Not more than 10 Business Days after a Capital Call, each Member will notify the Company in writing (i) whether the member will contribute its Share of the Capital Call, and (ii) the maximum amount the Member would invest, if any, in excess of its Share (if one or more other Members do not participate in the Capital Call). If any Member does not invest its Share, then each Member who has elected to invest in excess of its Share (an “ Oversubscription Member ”) will have the right to invest an additional amount, up to the amount which the other Members elected not to invest, which additional investment will be allocated pro rata (in proportion to their Share) among all Oversubscription Members as required. No Member can be required to invest more than the amount it has specified. Members that participate in the Capital Call in an amount equal to their Share will maintain their Share after the Capital Call. Oversubscription Members will increase their Share based on the amount so oversubscribed and, subject to Section 3.2(c) , Members that do not participate in the Capital Call will have their Share decreased.

(c) If a Capital Call occurs prior to the completion of the First Tranche Investment, then (i) in no event will BNGP’s Share be decreased if BNGP elects in its sole discretion not to participate in the Capital Call and (ii) the amount invested by BNGP in connection with the Capital Call up to its Share will count as a payment towards BNGP’s First Tranche Investment, unless otherwise agreed by BNGP and B&WMR. BNGP’s Share will be increased in accordance with Section 3.2(d) in connection with a Capital Call that occurs prior to completion of the First Tranche Investment only if BNGP invests an amount in excess of its Share, in which case any amount invested in excess of its Share will not be counted as payments towards BNGP’s First Tranche Investment.

(d) The amount of the required increase or decrease in a Member’s Share under Section 3.2(b) will be determined as follows:

(i) the Board will determine the fair market value of the Company’s assets before taking into account any new Capital Contributions made in response to the Capital Call;

(ii) the Board will compute a “Special Sharing Amount” for each Member equal to the sum of (A) the product of the fair market value determined in Section 3.2(d)(i) and such Member’s Share prior to the required increase or decrease and (B) the amount of new Capital Contributions made by such Member in response to the Capital Call; and

(iii) each Member’s Share will be the percentage determined by dividing such Member’s Special Sharing Amount by the sum of all Members’ Special Sharing Amounts.

3.3 Withdrawal and Return of Capital; Interest on Capital . No Member has the right to withdraw any Capital Contributions, nor is any Member entitled to receive any interest on Capital Contributions or any portion thereof.

4. DISTRIBUTIONS

4.1 Limitations on Distributions . The Company will not make any distribution of cash, except to the extent that the Company then has cash or cash equivalents available in excess of the sum of (a) amounts required to pay or make provision for all Company expenses, plus (b) all reserves that are considered necessary or appropriate by the Board. To the extent that the Board reasonably foresees that the Company will receive cash or other consideration to satisfy liabilities not yet due and payable, the Company is not required to establish reserves or make other provision to satisfy the liabilities prior to making distributions under this Article 4 . Distributions of cash are only to be made to the extent cash or cash equivalents are available to the Company without requiring (i) the sale of Company assets or the pledge of Company assets at a time or on terms that the Board believes are not in the best interests of the Company or (ii) a reduction in reserves that the Board believes are necessary or desirable for working capital or other Company purposes. No Member has the right to receive a distribution of property other than cash.

4.2 Annual Distributions . Subject to the limitations of Section 4.1 , the Board will determine each year whether the Company has cash or cash equivalents in excess of the Company’s prudent working capital and liquidity needs (after giving effect to distributions described in Sections 4.3 and 4.4 ) and will distribute excess cash to the Members in proportion to their Share.

4.3 Special Distributions . The Company will make the following distributions from time to time:

(a) As and when any New Member makes a Capital Contribution to the Company pursuant to Section 3.1(c) , the Company will distribute an amount equal to that Capital Contribution to B&WMR.

(b) If BNGP makes an additional investment to true-up the First Tranche Investment as described in Section A.4(a) of Exhibit A , the Company will distribute an amount equal to the true-up payment to B&WMR in accordance with Section A.4(a) of Exhibit A .

(c) If any amount is due to BNGP to refund in-kind credit as described under Section A.4(b) of Exhibit A , the Company will distribute that amount to BNGP.

(d) As and when an installment of the Second Tranche Investment is made in accordance with Section A.6(b) of Exhibit A , the Company will distribute an amount equal to that installment to B&WMR in accordance with Section A.6(c) of Exhibit A .

4.4 Tax Payment Distributions .

(a) If the Board determines that the Company is expected to have taxable income for federal income Tax purposes in any Fiscal Year and the Board elects to make a distribution pursuant to this Section 4.4 , not more than thirty days after the end of each fiscal quarter in that Fiscal Year, the Company will distribute cash to the Members in proportion to the amount of taxable income allocated to each of them for that Fiscal Year. The amount to be distributed as tax payment distributions will be based on the maximum federal income tax rate

then applicable to corporations, increased by five percentage points or other rate as the Board determines is appropriate to account for expected state income Taxes net of the benefit of deducting such Taxes for federal purposes, initially 40%.

(b) Any distribution made to a Member under this Section 4.4 will be treated as having been distributed to that Member under the applicable provisions of Section 4.2 or Section 4.3 , and will reduce, dollar for dollar, the amounts to which that Member would otherwise be entitled under Section 4.2 and Section 4.3 , so that the cumulative amounts distributed to the Members under this LLC Agreement will be the same as the respective amounts that the Members would have received if no distributions had been made under this Section 4.4 .

4.5 Liquidating Distributions . If the Company is being wound up and liquidated in accordance with Section 17.2 , or if there is to be a merger, consolidation, conversion, sale of all or substantially all the Company’s assets or other similar transaction, then, subject to the provisions of Section 4.1 , all distributions to the Members will be made to all Members in accordance with the positive Capital Account balances of the Members as determined after taking into account all capital account adjustments for the Tax Partnership taxable year during which such liquidation occurs including the allocation of any Profit or Loss for that taxable year. A Member with a deficit in its Capital Account following the distribution of liquidation proceeds will have no obligation to restore the amount of the deficit balance to the Company, any Member or other Person. Distributions made pursuant to this Section 4.5 will only be made after any distributions required pursuant to Sections 4.3 or 4.4 have been made.

4.6 Withholding . The Company may withhold from any distribution made pursuant to this LLC Agreement, and may pay over to the appropriate federal, state or local Governmental Authority, any amounts required to be withheld pursuant to the Code or provisions of Applicable Law. All amounts withheld pursuant to the preceding sentence in connection with a distribution to any Member to satisfy a Tax imposed upon that Member will be treated as an amount distributed to that Member for all purposes of this LLC Agreement.

5. CAPITAL ACCOUNTS

5.1 Financial Reporting and Nonfinancial Reporting Books. The Company will keep, or cause to be kept, financial reporting books on the accrual method of accounting in accordance with generally accepted accounting principles in the United States consistently applied. The Company will maintain nonfinancial reporting books and Capital Accounts as required by Section 5.2 that are to be the basis for liquidating distributions pursuant to Section 4.5 . The Company will also maintain detailed books and records as required to complete and track the investments contemplated in Section 3.1 (and other accounts the Board determines are required to complete necessary project management controls in connection therewith) and so that it can comply with all Tax reporting obligations and other obligations set forth in Article 14 .

5.2 Capital Accounts .

(a) For U.S. federal, state and local income tax purposes, the Company is a continuation of the Tax Partnership resulting from the JDA, under which each Member had a

Capital Account, and the Members intend for the initial Capital Account of each Member hereunder to be equal to the Capital Account of each Member under the JDA. This Section 5.2 and other provisions of this LLC Agreement relating to Capital Accounts are intended to comply with Treasury Regulations Sections 1.704-1(b) and 1.704-2, and they will be interpreted and applied in a manner consistent with those Treasury Regulations.

(b) Each Member’s Capital Account will from time to time be increased by:

(i) the amount of money contributed by that Member to the Company and the amount of any Company liabilities which the Member assumes (within the meaning of Treasury Regulations Section 1.704-1(b)(2)(iv)(c));

(ii) the fair market value of property (as determined by the Board) contributed by that Member to the Company (net of any liabilities secured by the property that the Company is considered to assume or take subject or pursuant to Section 752 of the Code); and

(iii) allocations to that Member of Profits (or items of income or gain) under Sections 6.1 and 6.2 .

(i) the amount of money distributed to that Member by the Company (other than any amount distributed to BNGP under Section 4.3(c) ) and the amount of that Member’s liabilities which the Company assumes (within the meaning of Treasury Regulations Section 1.704-1(b)(2)(iv)(c));

(ii) the fair market value of property (as determined by the Board) distributed to that Member by the Company (net of any liabilities secured by the property that the Member is considered to assume or take subject or pursuant to Section 752 of the Code); and

(iii) allocations to that Member of Losses (or items of loss, deduction or expense) under Sections 6.1 and 6.2 .

(d) For avoidance of doubt:

(i) A Member’s Capital Account will not be increased in respect of any services rendered by that Member or its Affiliates or the value of any intellectual property rights provided to the Company;

(ii) amounts paid by BWNE to BPC under the BPC TSA (prior to its novation to the Company) will be regarded as a Capital Contribution by B&WMR to the Company and a payment by the Company to BPC for its services under the BPC TSA; and

(iii) B&WMR will be treated as having paid BWNE, on behalf of the Company, for the BWNE services outlined in the DOR and Development Budget (including related marketing, licensing interfacing, procurement, staffing, personnel, administrative and business development activities) that were performed prior to execution of the BWNE TSA, and as contributing the necessary funds to the Company.

(e) No Member is obligated to restore to the Company or to repay to the Company or to any other Person any portion or all of any debit Capital Account balance.

5.3 Revaluation of Company Property .

(a) Upon the occurrence of a Revaluation Event, the Board will revalue all Company property (whether tangible or intangible) for Capital Account purposes to reflect the Adjusted Fair Market Value of Company property immediately prior to the Revaluation Event. In the event that Company property is so revalued, the Capital Accounts of the Members will be adjusted in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(f).

(b) Upon the distribution of Company property to a Member, if Company property is not revalued pursuant to Section 5.3(a) , the property to be distributed will be revalued for Capital Account purposes to reflect the Adjusted Fair Market Value of that property immediately prior to the distribution, and the Capital Accounts of all Members will be adjusted in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(e).

6. PROFITS AND LOSS ALLOCATION

6.1 Shares of the Company .

(a) “ Share ” means:

(i) with respect to BNGP, 10%, as may be adjusted after the Commencement Date in accordance with Section 3.2(b) (upward or downward based on participation in Capital Calls, subject in all cases to Section 3.2(c) ), Section A.5 of Exhibit A (downward for electing to cap the First Tranche Investment), Section A.6 of Exhibit A (upward for investing the Second Tranche Investment), and Article 15 (downward in the event of a Transfer by BNGP);

(ii) with respect to any other Member other than BNGP or B&WMR, the percentage set forth in the applicable Subscription Agreement or Joinder Agreement, as applicable, as may be adjusted after the date of the Subscription Agreement or Joinder Agreement, as applicable, in accordance with Section 3.2(b) (upward or downward based on participation in Capital Calls) and Article 15 (downward in the event of a Transfer by the Member); and

(iii) with respect to B&WMR, the percentage equal to the sum of (x) 100%, minus (y) BNGP’s Share (calculated in accordance with Section 6.1(a)(i) ), minus (z) each other Member’s Share (calculated in accordance with Section 6.1(a)(ii) ).

(b) For purposes of maintaining Capital Accounts, for each Fiscal Year or other relevant period, after making the allocations required by Section 6.2 , Profits and Losses will be allocated to the Members in proportion to their Share. To the extent any allocation of Losses to a Member would cause that Member to have a negative balance in its Adjusted Capital

Account at the end of a Fiscal Year, such Losses will be reallocated among the other Members, and allocations of Profits and Losses for future periods will be adjusted accordingly to offset (as nearly as possible) such reallocation.

(c) If during any Fiscal Year there is a change in any Member’s Share (including a complete termination of that Member’s interest), allocations for that year will take into account the varying Shares of the Members in any manner determined by the TRP consistent with the requirements of Section 706 of the Code. The TRP may, in its sole discretion, use a “pro rata” method under Treasury Regulation Section 1.706-1(c)(2) in making the allocations, or may instead, in its sole discretion, apply a “closing of the books” method.

(d) Each Member’s Share as of the Commencement Date is set forth opposite its name on Annex III . For administrative convenience, Annex III will be updated from time to time to reflect changes in each Member’s Share; however, any change in a Member’s Share shall be effective as and when determined under this LLC Agreement, not when Annex III is updated.

6.2 Special Allocations .

(a) Notwithstanding any other provision of this Article 6 , if there is a net decrease in Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain (determined in accordance with the principles of Treasury Regulations Sections 1.704-2(d) and 1.704-2(i), respectively) during the Fiscal Year, each Member will be specially allocated items of Company income and gain for that year (and, if necessary, subsequent years) in an amount equal to its respective share of the net decrease during that year, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5). The items to be so allocated will be determined in accordance with Treasury Regulations Section 1.704-2(f). This Section 6.2 is intended to comply with the minimum gain chargeback requirements in the Treasury Regulations and will be interpreted consistently therewith, including that no chargeback will be required to the extent of the exceptions provided in Treasury Regulations Sections 1.704-2(f) and 1.704-2(i)(4).

(b) In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain will be specially allocated to that Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit created by the adjustments, allocations or distributions as promptly as possible. An allocation pursuant to this Section 6.2(b) will be made only if and to the extent that a Member would have an Adjusted Capital Account Deficit in excess of that sum after all other allocations provided for in this Section 6.2(b) have been tentatively made as if this Article 6 were not in this LLC Agreement.

(c) In the event any Member has an Adjusted Capital Account Deficit at the end of any Fiscal Year, each such Member will be specially allocated items of Company income and gain in the amount of such excess as quickly as possible. An allocation pursuant to this Section 6.2(c) will be made only if and to the extent that a Member would have an Adjusted Capital Account Deficit in excess of that sum after all other allocations provided for in this Article 6 have been tentatively made.

(d) Nonrecourse Deductions will be specially allocated to the Members in proportion to their Shares.

(e) Any Partner Nonrecourse Deductions for any Fiscal Year or other period will be specially allocated to the Member who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which the Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2.

(f) Any income attributable to the receipt or accrual of any financial assistance from the DOE or other U.S. Governmental Authority as described in Section B.4 of Exhibit B shall be allocated one hundred percent (100%) to B&WMR.

6.3 Allocation of Tax Items .

(a) Except as otherwise provided in this Article 6 , all items of income, gain, loss, and deduction will be allocated among the Members for federal income tax purposes in the same manner as the corresponding items were allocated under Section 6.1 and Section 6.2 .

(b) If the fair market value of an item of Company property differs from its Tax Basis, allocations of depreciation, depletion, amortization, gain and loss with respect to that property will be made for federal income tax purposes to take account of the variation between the Tax Basis and fair market value of the property under Section 704(c)(1)(A) of the Code and Treasury Regulations Section 1.704-1(b)(4)(i). The TRP may select, in its discretion, any reasonable method or methods for making the allocations, including any method described in Treasury Regulations Sections 1.704-3(b), (c), or (d).

7. MANAGEMENT OF THE COMPANY

7.1 Governing Board; Alternates .

(a) The business and affairs of the Company will be managed by or under the direction of a board of directors (the “ Board ” and each member of the Board, a “ Director ”). For the avoidance of doubt, the Board will collectively by authorized action have all, and no Director individually will have any, of the rights and powers that are possessed by a manager pursuant to Section 18-402 of the Act, subject to the provisions of this LLC Agreement.

(b) An Alternate will have the full power to act as a Director designated by the Member that designated the Alternate. Any action by an Alternate will be final and binding upon the Member that designated that Alternate. Any action or inaction purported to be taken or action refrained from by an Alternate (including voting with respect to a particular matter (including matters set forth in Section 7.5 ), waiving notice of any meeting, and executing a written consent) will be deemed to be the action or inaction of a Director designated by the Member that designated the Alternate.

7.2 Composition . The Board will consist of no fewer than three Directors. The number of Directors and those designated by B&WMR will be increased from time to time by resolution of the Board in connection with the admission of new Members and as necessary so that the Directors designated by B&WMR will always constitute a majority of the Board, in each case

without the need to amend this LLC Agreement. The Directors and Alternates will be designated by individual Members as follows:

(a) B&WMR will at all times be entitled to designate a majority of the Directors and one Alternate for each director it is entitled to designate;

(b) for so long as BNGP is a Founder, it will be entitled to designate one Director and one Alternate; and

7.3 Term; Vacancies . Each Director and Alternate will hold office until his or her resignation, removal, death or incapacity. Each Director and Alternate will hold office at the pleasure of the Member that designated that Director. A Director or Alternate may be removed at any time, for any reason or no reason, by written notice by the Member that designated that individual delivered to the other Members. If a Member is no longer entitled to designate an individual to serve on the Board, the Director(s) and Alternate(s) previously designated by that Member may be removed at any time, for any reason or no reason, by the Board (excluding the vote of the subject individuals). If a vacancy occurs on the Board or in the position of Alternate for any reason, the vacancy will be filled by the written designation of the Member entitled to fill the vacancy. The Board will promptly notify the Members of any changes to the individuals designated as Director or Alternate.

7.4 Required Approval by the Board . Subject to the limitations imposed by the Act and Sections 7.5(a) and 9.12 , the following decisions and actions will be vested exclusively in the Board or, as delegated by the Board, a committee of the Board:

(a) distributions under Sections 4.2 and 4.4 ;

(b) Capital Calls pursuant to Section 3.2(b) ;

(d) retention, termination and compensation of those Officers who are employees of the Company;

(e) issuing material debt or entering into obligations for money borrowed;

(f) changes in accounting principles, methods or practice, changes in the Fiscal Year or changes in the taxable year or any material method of tax accounting;

(g) except as otherwise set forth in the Development Budget, any material expenditures or commitments to make a material sum of funds available;

(h) entry into material contracts or material amendments to material contracts, including Customer Contracts; and

(i) creation of or material changes to employee benefit plans or programs.

7.5 Negative Controls .

(a) For so long as BNGP is a Founder (except in the case of actions subject to Section 7.5(a)(i) , which will require approval of BNGP for so long as it is a Member), the following actions can only be taken if approved by an affirmative vote of a majority of the Board, including the Director designated by BNGP:

(i) (y) deployment of any Plant or (z) the submission of a proposal or negotiation of a Customer Contract, in each case for a Plant that would be located in a jurisdiction that does not have an Acceptable Nuclear Liability Regime;

(ii) transactions that would cause B&WMR or its Affiliates to have, in the aggregate, less than a 51% Share in the Company, prior to BNGP satisfying its obligations with respect to the First Tranche Investment and the Second Tranche Investment;

(iii) approval of Customer Contracts not in accordance with Section G.3 of Exhibit G ;

(iv) admission of a New Member not in accordance with Section C.4 of Exhibit C ;

(v) execution by the Company (or its designated subsidiary) of a Customer Contract or any material amendment thereto, or submission of a proposal to a potential Customer, that, despite any proposed mitigation, deviates significantly from the Customer Contract Principal Terms and Conditions set forth in Exhibit J ;

(vi) appointment or removal of the CEO;

(vii) until the Design Completion Date, significant modifications to the categories of costs with respect to work performed by BPC as set forth in the Development Budget or the DOR; or

(viii) submission of the DCA, any amendment to the DCA, or formal transmittal to a Customer of a license or permit application prepared by the Company for ultimate submission to the NRC by a Customer (excluding any related Requests for Additional Information).

(b) With respect to each of the matters set forth in clauses (iv) through (viii) of Section 7.5(a) , the affirmative vote of the Director designated by BNGP will not be unreasonably withheld, conditioned or delayed. Neither the Board nor any committee of the Board may take, and B&WMR will not take, action to authorize the Company to take any action that is subject to the approval requirements of Section 7.5(a) unless the Director designated by BNGP gives the required approval.

(c) General business development activities that have not reached the level of specificity described in Section 7.5(a)(i) in a jurisdiction that does not have an Acceptable Nuclear Liability Regime are not subject to the negative control provisions of Section 7.5(a)(i) .

7.6 Meetings . The Board will meet at least annually and at any other times as the Board determines. Meetings will be held at the Company’s principal place of business or at any other place as the Board determines. Special meetings of the Board may be called by the CEO or by any Director. B&WMR will designate a Chairperson of the Board (the “ Chairperson ”) from among the Directors designated by B&WMR. The Chairperson will preside, or delegate another Director to preside in the event the Chairperson is unable to attend the meeting, over each meeting of the Board. Each Alternate and one senior manager designated by each Founder in writing to the Board (as may be changed from time to time by written notice to the Board) will be permitted to attend Board meetings as guest attendees, except for such portions of a meeting when the Board elects to meet in executive session without any guests.

7.7 Agenda and Notice of Meetings . The Chairperson will provide a written notice at least three Business Days prior to any meeting of the Board, which will state the place, date and time for the meeting, as well as the proposed agenda and anticipated permitted attendees for the various agenda items for that meeting. Each Director may provide the Chairperson with agenda items and proposed additional invitees for the meeting. The Chairperson will be responsible for preparing the final agenda after this Director input.

7.8 Waiver of Notice of Meeting . The requirement to receive notice of a meeting may be waived by any Director either before or after the meeting and will be waived by any Director participating in the meeting unless objection to the notice is made by the Director at the start of the meeting. Failure to specify a particular subject or purpose in the notice of a meeting will not invalidate any action otherwise properly authorized. A waiver by the BNGP Director with respect to a specific meeting and specific subjects to be reviewed or acted upon at that meeting or a specific agenda for that meeting will also constitute a waiver of the quorum requirement as to Board action taken at that meeting with respect to the matters identified in the waiver.

7.9 Telephonic Meetings . Any meeting of the Board may be held by conference telephone or other communication equipment so long as all members participating in the meeting can hear and be heard by one another. All members participating by telephone or other communication equipment will be deemed to be present in person at the meeting.

7.10 Required Vote; Quorum . Each Director will be entitled to cast one vote with respect to any decision to be made by the Board. Subject to Section 7.5(a) , any decision to be made by the Board or a committee of the Board will require the affirmative vote of a majority of a quorum. The presence of a majority of the Directors then in office, including in all cases the BNGP Director (if BNGP has a Director on the Board) and a sufficient number of B&WMR Directors so that the B&WMR Directors constitute a majority of the quorum, constitutes a quorum for the transaction of business at any meeting of the Board. Except as otherwise set forth in the charter or Board Resolutions forming the committee, the presence of a majority of the Committee Members will constitute a quorum for the transaction of any business at any meeting of that committee of the Board including, in all cases in which BNGP is affiliated with an individual Committee Member, at least one BNGP Committee Member.

7.11 Action by Written Consent .

(a) Any action required or permitted to be taken by the Board may be taken without a meeting if a consent in writing, setting forth the action so taken, is executed and delivered by all the Directors then in office. Any unanimous written action will be effective immediately unless otherwise set forth in the written action.

(b) If the Board is unable to convene because of a lack of quorum or unable to take timely action under Section 7.11(a) , any action required or permitted to be taken by the Board may be taken without a meeting if a consent in writing, setting forth the action so taken, is executed and delivered by those Directors whose vote would be required to approve the action at a meeting. Action by the Board under this Section 7.11(b) is only effective if all Directors have received a complete written description of the action to be taken at least five Business Days prior to the execution date of the consent for the action. During the five Business-Day period, any Director will have the right to call a meeting of the Board to discuss the proposed action, and no written consent will be valid until the meeting has taken place.

7.12 Compensation and Reimbursement . Directors will not be compensated by the Company for services rendered in their capacity as Directors. The Company may reimburse the Directors for all reasonable out-of-pocket expenses that the Directors may incur in connection with the performance of their duties as Directors.

7.13 Committees . The Board may create one or more committees consisting of a subset of Directors or other individuals (each a “ Committee Member ”). Provisions regarding notice of meetings and minutes of meetings of the Board apply equally to committees of the Board. Individuals affiliated with B&WMR will constitute a majority of the members of any committee of the Board. Subject to the terms of the Board resolution forming the committee, or its charter approved by the Board, any committee created by the Board may be dissolved or its members removed or replaced by the Board at any time.

7.14 Waiver of Conflict of Interest .

(a) Directors and Committee Members that are affiliated with a Member will serve as representatives of that Member and will owe no fiduciary duties to the Company or the other Members; provided, that in the absence of a conflict of interest between a Member and the Company, it is intended that a Director or Committee Member will act in the best interests of the Company. The Company and each Member hereby waives, on behalf of itself and its Affiliates, any claim or cause of action against (i) any other Member and its Affiliates, (ii) any Director designated by or at the direction of any other Member, or (iii) any Committee Member affiliated with any other Member, in either case for any breach of fiduciary duty to the Company by that Member, any of its Affiliates, or the Director or Committee Member affiliated with that Member as a result of a conflict of interest between the Company and the Member that designated that Director or that is affiliated with that Committee Member or any of its Affiliates.

(b) In the event of any conflict of interest, each Member, any of its Affiliates, or a Director or Committee Member may act in the best interest of the Member that designated the Director or that is affiliated with the Committee Member. This Section 7.14(b) entitles a

Member and its Affiliates to prefer the interests of the Member over the interests of the Company or any other Member but does not permit (i) action taken solely to harm the Company or another Member or (ii) any breach of this LLC Agreement or any other agreement between the Member or its Affiliates, on the one hand, and the Company or another Member, on the other, that relates to the Program or the Company.

(c) No Director or Committee Member will be obligated to reveal confidential or proprietary information belonging to the Member that designated that Director or that is affiliated with the Committee Member (or to that Member’s Affiliates), without the consent of that Member. No Director or Committee Member will be obligated to recommend or take any action in that Person’s position as a Director or Committee Member that prefers the interests of the Company over the interests of a Member or any of its Affiliates, and each other Member, Director and the Company hereby waives the fiduciary duty, if any, owed it or the Company of that person in the event of any such conflict of interest.

7.15 Management of Subsidiaries . The provisions of this LLC Agreement relating to the management and control of the business and affairs of the Company, and the respective rights and duties of, and restrictions on the Board and the Members with respect thereto will also be construed to be fully applicable to the management and control of any subsidiary of the Company.

7.16 Contracts . The Board may authorize any Director, Member, Officer or agent of the Company to enter into any contract or execute any instrument in the name of, and on behalf of, the Company, and the authority may be general or confined to specific instances.

7.17 Information Rights . Each Director will have full access to Company books, records, personnel, and facilities solely in order to stay informed of Company matters and for use in furtherance of the Program.

8. OFFICERS AND PERSONNEL

8.1 Officers .

(a) The Board will appoint a CEO and may, from time to time, appoint other officers (collectively, “ Officers ”) and delegate to one or more Officers the authority and duties that the Board may deem advisable.

(b) Each Officer will hold office until his or her resignation, removal, death or incapacity. An Officer may be removed at any time by the Board, with or without cause. Any Officer may resign at any time by delivering his or her written resignation to the Board. An individual can be appointed to more than one office.

8.2 Authority and Duties of the Officers . Subject at all times to the authority of the Board, each Officer will have the authority and duties delegated to the Officer by the Board and will devote to the Company the amount of time as is reasonably necessary and his or her best efforts to carry out the business of the Company and to accomplish its purposes.

8.3 Personnel . From time to time, the Company may enter into agreements with Members or their Affiliates pursuant to which employees may be seconded to the Company and the Company may hire other employees at the direction of the CEO. Officers and employees (including seconded employees) will be bound by the Company policies adopted by the Board.

9. RIGHTS AND OBLIGATIONS OF MEMBERS

9.1 Initial Members . The initial Members of the Company are B&WMR and BNGP, each of which is admitted to the Company as a Member effective as of the date of this LLC Agreement.

9.2 Additional Members . One or more New Members may be admitted to the Company in accordance with the terms, and subject to the limitations, of Exhibit C . Each New Member will execute a Subscription Agreement in which the person agrees to be bound by all of the provisions of this LLC Agreement in accordance with Exhibit C . Additional Members that are admitted to the Company pursuant to a transfer of Membership Interests in accordance with Article 15 will execute a Subscription Agreement or Joinder Agreement, as applicable.

9.3 Withdrawal and Termination . Except as provided in this Section 9.3 , no Member has the right to withdraw from the Company. Each of B&WMR and BNGP has the right to Terminate the Program and BNGP may, and B&WMR has the right to cause BNGP to, Withdraw from the Company, in each case in accordance with Exhibit D . B&WMR has the right to cause any Member other than BNGP to Withdraw from the Company in accordance with the terms of that Member’s Subscription Agreement or Joinder Agreement and Exhibit D .

9.4 Limitation on the Rights and Powers of Members . Subject to any mandatory requirements of the Act and actions requiring Member Approval under Sections 9.12 , 13.4(a) , 14.3 , 14.5 , 17.2(a) , and 17.5 , no action taken by the Board or the Company requires the prior vote of the Members. No Member (in its capacity as a Member) has the right to take any part whatsoever in the management and control of the ordinary business of the Company, sign for or bind the Company, act on behalf of the Company (including with respect to lobbying efforts or interfacing with Governmental Authorities), compel a sale or appraisal of Company assets, or sell or assign its Membership Interests in the Company except as provided in Article 15 . No individual Member has the right to demand a partition or appraisal of Company property or to force a dissolution of the Company. This Section 9.4 does not negate any provision of this LLC Agreement that requires the approval of the Founders or any particular individual Member.

9.5 Limited Liability of Members . Except as otherwise agreed by a Member, Members are not liable for the debts, liabilities, contracts or any other obligations of the Company and, except for contributions specifically required under Section 3.1 or agreed to by a Member as contemplated by Section 3.2(b) , are not required to make any additional contributions or payments to the Company.

9.6 Spontaneous Meeting of Members . No annual or regular meetings of the Members as Members will be required. If a quorum of all the Members meet at any time and place, either within or outside the State of Delaware, and consent to the holding of a meeting at that time and place, the meeting will be valid without call or notice.

9.7 Quorum . At each meeting of the Members, holders representing a majority of the Shares of the Company, present in person or by proxy, will constitute a quorum for the transaction of Company business. In the absence of a quorum, any Member present at a meeting in person or by proxy will have the power to adjourn that meeting until a quorum will be constituted.

9.8 Voting of Interests . Each Member will be entitled to vote based on their Share in connection with any matter submitted to a vote at a meeting of the Members.

9.9 Manner of Acting . Except for actions that require a Member Approval, that are reserved for the Board under Section 7.4 or are subject to BNGP negative controls under Section 7.5(a) , the affirmative vote of the holders representing a majority of the Shares of the Company represented at a meeting at which a quorum is present will constitute an act of the Members.

9.10 Action Without Meeting . Any action required to, or that may, be taken by the Members may be taken without a meeting if consent thereto in writing, setting forth the action so taken, will be signed by the holder or holders representing not fewer than the minimum Share that would be necessary to take the action at a meeting at which the Members entitled to vote on the action were present and voted.

9.11 No Required Notice of Action . If the approval of Members representing the minimum Share required to take the action has been obtained, no notice of the action is required to the other Members.

9.12 Actions Requiring Member Approval .

(a) Without first obtaining a Member Approval, the Company will not take any action (or consent to the taking of any action) that would effect any:

(i) divestiture, merger, consolidation, business combination, or similar transaction that would change the purpose of the Company or make it impossible to implement the Program;

(ii) registration under the Securities Act (or comparable statute) of securities of the Company or any subsidiary; and

(iii) filing for any court-supervised recapitalization, reorganization or bankruptcy proceeding by the Company or any subsidiary.

(b) If the Company issues new equity that would materially and adversely affect an individual Member without similarly affecting the rights of all Members similarly situated, the consent of the affected Member is required. Any issuance that would materially and adversely affect a group of Members will require the affirmative approval of a majority of the Shares of the Company held by those affected and, if Section 7.5(a) applies, the Director designated by BNGP.

9.13 Information; Reports .

(a) Each Member has the right, subject to reasonable restrictions approved by the Board (to avoid disruption of the Company’s business and to protect the Company’s confidential information), to access information regarding the financial condition of the Company.

(b) The Company will provide to each Member quarterly financial statements as determined by the Board, as soon as practicable after each fiscal quarter, prepared in accordance with generally accepted accounting principles of the United States consistently applied.

10. INDEMNIFICATION OF INDIVIDUALS BY THE COMPANY

10.1 General . The Company will indemnify, defend and hold harmless the current and former Officers, employees and seconded employees of the Company and, only to the extent contemplated by Section 10.6 , Directors, Alternates (when acting in their capacity as Directors) and Committee Members of the Company (each an “ Indemnified Person ”), from any liability, loss, or damage incurred by the Indemnified Person by reason of any act performed or omitted to be performed by the Indemnified Person in connection with the business of the Company and from liabilities or obligations of the Company imposed on that Person by virtue of that Person’s position with the Company, including reasonable attorneys’ fees and costs and any amounts expended in the settlement of any such claims of liability, loss, or damage. Indemnification under this Section 10.1 will be recoverable only from the assets of the Company and not from any assets of the Members.

10.2 Exculpation . No Indemnified Person will be liable, in damages or otherwise, to the Company or to any Member for any loss that arises out of any act performed or omitted to be performed by that Indemnified Person pursuant to the authority granted by this LLC Agreement or the applicable Secondment Agreement.

10.3 Limitations .

(a) Indemnification under Section 10.1 and exculpation under Section 10.2 will be available only if (a) either (i) the Indemnified Person, at the time of the action or inaction, believed, in good faith, that its, his, or her course of conduct was in, or not opposed to, the best interests of the Company, or (ii) in the case of inaction by the Indemnified Person, the Indemnified Person did not intend its, his, or her inaction to be harmful or opposed to the best interests of the Company, and (b) the action or inaction did not constitute fraud, gross negligence, or willful misconduct by the Indemnified Person or the seconded employee.

(b) If the Indemnified Person is (y) entitled to indemnification by another Person or (z) is a beneficiary of an insurance policy with respect to the matter that is the subject of the proposed indemnification or exculpation, the Indemnified Person must use reasonable efforts to seek indemnity or coverage by that Person or insurance policy, as applicable, before the Company will be obligated to indemnify the Indemnified Person pursuant to Section 10.1 .

10.4 Advancement of Expenses . Expenses (including attorneys’ fees) incurred by the Indemnified Person in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company as determined by the Board (and in the case of Directors and Alternates (when acting in their capacity as Directors), are to be paid by the Company) in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Indemnified Person to repay the amount if it is ultimately determined that the Indemnified Person is not entitled to be indemnified as authorized in this Article 10 .

10.5 Continuation of Indemnification . The indemnification and advancement of expenses will, unless otherwise provided when authorized or ratified, continue as to an Indemnified Person who has ceased to be a Director, Officer or employee, as the case may be, and will inure to the benefit of the heirs, executors and administrators of the Indemnified Person.

10.6 Indemnification of Directors, Alternates and Committee Members . Individual Directors, Alternates and Committee Members will be indemnified by the Member that either designated that individual or is affiliated with that individual, as applicable, and the Company will not indemnify Directors, Alternates or Committee Members except (i) those (if any) designated by the Board as “independent” and (ii) all Directors, Alternates (when acting in their capacity as Directors) or Committee Members to the extent any of them are vicariously liable for actions taken by management of the Company.

10.7 Permitted Reliance on Reports, Advisors and Information . Any Member and any Director, Committee Member, Officer, or employee of the Company in the performance of his or her duties, is entitled to rely in good faith on information, opinions, reports, or other statements, including financial statements, books of account, and other financial data, if prepared or presented by (i) one or more Officers or employees of the Company if the person relying on the statements reasonably believes that the person preparing or presenting the material is reliable and competent in that matter or (ii) legal counsel, public accountants, or other Persons as to matters that the person relying on the statements reasonably believes are within the Person’s professional or expert competence.

10.8 Insurance . The Company will have power to purchase and maintain insurance on behalf of any Indemnified Person or any person who is or was serving at the request of the Company as a director, officer, employee or agent of another Person against any liability asserted against him or her and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the Company would have the power to indemnify him against such liability under the provisions of the Act.

11. REPRESENTATIONS AND WARRANTIES

Each Founder represents and warrants as of the Commencement Date, and each other Member represents and warrants as of the date of its Subscription Agreement or Joinder Agreement, as applicable, that:

11.1 Investment Intention and Restrictions on Disposition . It is acquiring the Membership Interests solely for its own account for investment and not with a view to resell. It

agrees that it will not, directly or indirectly, Transfer or offer to Transfer, any of the Membership Interests (or solicit any offers to Transfer, buy, purchase or otherwise acquire or take a pledge of any of the Membership Interests) or any interest therein or any rights relating thereto, except in compliance with the Securities Act, all applicable state securities or “blue sky” laws and this LLC Agreement, as the same may be amended from time to time.

11.2 Securities Laws Matters . It understands that (i) the Membership Interests have not been registered under the Securities Act or qualified under any state securities or “blue sky” laws, (ii) it is not anticipated that there will be any public market for the Membership Interests, (iii) the Membership Interests must be held indefinitely and such Member must continue to bear the economic risk of the investment in the Membership Interests unless the Membership Interests are subsequently registered under the Securities Act and such state laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“ Rule 144 ”) is not presently available with respect to sales of any securities of the Company and the Company has made no covenant to make Rule 144 available and Rule 144 is not anticipated to be available in the foreseeable future, (v) when and if the Membership Interests may be disposed of without registration in reliance upon Rule 144, such disposition can be made only in limited amounts and in accordance with the terms and conditions of Rule 144 and the provisions of this LLC Agreement, (vi) if the exemption afforded by Rule 144 is not available, public sale of the Membership Interests without registration will require the availability of an exemption under the Securities Act, (vii) restrictive legends will be placed on any certificate representing the Membership Interests in the event certificates are authorized and issued by the Board, and (viii) a notation will be made in the appropriate records of the Company indicating that the Membership Interests are subject to restrictions on Transfer and, if the Company should in the future engage the services of a transfer agent, appropriate stop-transfer instructions will be issued to the transfer agent with respect to the Membership Interests.

11.3 Ability to Bear Risk . Its financial situation is such that it can afford to bear the economic risk of holding the Membership Interests for an indefinite period and it can afford to suffer the complete loss of its investment in the Company.

11.4 Access to Information; Sophistication; Lack of Reliance . (i) It is familiar with the business and financial condition, properties, operations and prospects of the Company and that it has been granted the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the Company and the terms and conditions of the purchase of the Membership Interests and to obtain any additional information that it deems necessary, (ii) its knowledge and experience in financial and business matters is such that it is capable of evaluating the merits and risk of the investment in the Membership Interests, and (iii) it has carefully reviewed the terms and provisions of this LLC Agreement and has evaluated the restrictions and obligations contained therein. In furtherance of the foregoing, each Member represents and warrants that (x) no representation or warranty, express or implied, whether written or oral, as to the financial condition, results of operations, prospects, properties or business of the Company or as to the desirability or value of an investment in the Company has been made to it by or on behalf of the Company, (y) it has relied upon its own independent appraisal and investigation, and the advice of its own counsel, Tax advisors and other advisors, regarding the risks of an investment in the Company, and (z) it will continue to bear sole responsibility for making its own independent evaluation and monitoring of the risks of its investment in the Company.

11.5 Organization and Existence . It has been duly organized and is validly existing and in good standing under the laws of the state of its formation and is qualified to do business in all other jurisdictions in which the performance of its obligations under this LLC Agreement makes such qualification necessary and where failure to so qualify would have a material adverse effect on its operations.

11.6 Power and Authority . It has the full power and authority to execute, deliver and perform this LLC Agreement.

11.7 Authorization and Enforceability . The execution and delivery of this LLC Agreement by it and the carrying out by it of the transactions contemplated hereby have been duly authorized by all requisite corporate action, and this LLC Agreement has been duly executed and delivered by it and constitutes the legal, valid and binding obligation of it, enforceable against it in accordance with the terms of this LLC Agreement, subject, as to enforceability of remedies, to limitations imposed by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally and to general principles of equity.

11.8 No Consents . No authorization, consent or approval of, notice to or filing with, any Governmental Authority or other Person, is required for the execution, delivery and performance by the Member of this LLC Agreement, except, as to B&WMR, for lender consents or waivers associated with funding the Company.

11.9 No Conflict or Breach . None of the execution, delivery and performance by it of this LLC Agreement, the compliance with the terms and provisions of this LLC Agreement and the carrying out of the transactions contemplated hereby, conflicts or will conflict with or will result in a breach or violation of any of the terms, conditions or provisions of any Applicable Law or the charter documents, as amended, or bylaws, as amended, of it or any order, writ, injunction, judgment or decree of any court or Governmental Authority against it or by which it or any of its properties is bound, or any loan agreement, indenture, mortgage, note, resolution, bond, or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or will result in the imposition of any lien upon any of its properties, except, as to B&WMR, for lender consents or waivers associated with funding the Company.

11.10 No Violation of Law; No Proceedings . It is not in violation of any Applicable Law promulgated or judgment entered by any Governmental Authority which violations, individually or in the aggregate, could have a material adverse effect on the performance of any of its obligations under this LLC Agreement. There are no suits or proceedings pending, or, to its knowledge, threatened in any court or before any Governmental Authority against or affecting it which could have a material adverse effect on the performance of any of its obligations under this LLC Agreement.

12. EXCLUSIVITY

12.1 General. Except as otherwise agreed in writing that expressly references this Article 12 by the Member who or whose Affiliate is protected by the exclusivity set forth in this Article 12 , the Company and each Member will, and each will cause each of its Affiliates to, adhere to the terms of this Article 12 .

(a) For so long as BNGP maintains a Share in the Company equal to or greater than the First Tranche Profits Interest, the Company and B&WMR will not, and each will cause their respective Affiliates not to, solicit or engage any architecture, engineering or contractor firm other than BPC, BDC and their Affiliates to (i) develop, market or sell nuclear-fueled power plants constructed using a steam-generating light water SMR of 300 MWe or less per module, (ii) perform modifications or upgrades to work previously performed by BPC or its Affiliates under its scope of work set forth in the DOR, or (iii) perform, or support performance of, any portion of the BPC Exclusive Scope with respect to any plant described in clause (i).

(b) The Company and BNGP will not, and each will cause their respective Affiliates not to, solicit or engage any other steam-generating, light water SMR designer or manufacturer other than BWNE and its Affiliates to (i) develop, market or sell nuclear-fueled power plants constructed using a light water SMR of 300 MWe or less per module, (ii) perform modifications or upgrades to work previously performed by BWNE or its Affiliates under its scope of work set forth in the DOR, or (iii) supply, or support supply of, the NSSS or NSSS Extended Scope with respect to any plant described in clause (i).

(c) The activities described in Sections 12.2 through 12.5 of this Article 12 will not violate or breach the Company’s or a Member’s obligations under this Section 12.1 .

12.2 Government Contracts . Members or their Affiliates may each perform work under contracts with agencies of the U.S. Government except in an agency’s capacity as a potential Customer.

12.3 Other Nuclear Technologies . BPC or its Affiliates may, in the normal course of its business, work on proposals and projects involving the evaluation for Third Parties of multiple reactor technologies, which may potentially include light water SMR technologies other than the technology that is the subject of the Program.

12.4 Competing Proposals . If a potential customer of a Member, an Affiliate of a Member, or the Company is considering developing or utilizing nuclear technologies for a nuclear-fueled power plant, any Member (or their Affiliates) may have proposal or project team(s) proposing a technology solution that is not steam-generating light water SMR but each team will be independent of the team supporting the Company. In that event, any Member with teams supporting competing proposals will ensure that reactor technology-specific information, related design information and other confidential information known to one proposal or project team is “fire-walled” from each other proposal or project team, and not disclosed outside the proposal or project team, except for management review and approval activities and cost-estimation activities (as clarified below), which will be conducted for each proposal or project independently of and without reference to other proposals and projects. In completing the

competing proposal, the project teams may not use any Confidential Information of another Member, the Company or their respective Affiliates or otherwise be in violation of this Article 12 or Exhibit F . For the sake of clarity it is understood that, within BPC the assembly of the estimate for each competing proposal will be performed by a project estimator assigned specifically to that proposal effort such that the aggregate estimate information will be “fire-walled”, but that BPC may assign discipline estimators to work across competing proposals for their respective disciplines.

12.5 Customer Preference . (a) If a prospective Customer desires to select a constructor other than BPC or one of its Affiliates for a Plant, then the Company may accommodate that prospective Customer’s preference only after FNTPs have been issued for four Plants under each of which BPC or one of its Affiliates has been engaged as the full EPC Subcontractor, and then only if:

(i) BPC has been given a reasonable opportunity, jointly with the Company, to engage directly with the prospective Customer to obtain the prospective Customer’s approval for BPC or one of its Affiliates to perform the work; and

(ii) the Company has used all reasonable efforts to secure the prospective Customer’s agreement to the selection of BPC or one of its Affiliates, including arrangement of a meeting among executive management of the prospective Customer, BWNE and BPC.

(b) If the conditions in this Section 12.5 are met and the potential Customer ultimately selects a constructor other than BPC or one of its Affiliates, then BPC or its Affiliates will perform site specific engineering and all other EPC-related services with respect to the Plant not designated by the Customer to be performed by the other constructor, and the Generic Design Fee will be payable to BNGP (or its designated Affiliate) even if BPC or its Affiliates is not engaged as the constructor for that Plant.

13. COVENANTS; BUSINESS MATTERS

13.1 Confidentiality. The Company and each Member will be bound by the terms of confidentiality set forth in Exhibit F .

13.2 Compliance with Laws and Limits on Certain Activities.

(a) The Company and, with respect to their participation in the Company, each Member will comply with all Applicable Laws of the pertinent jurisdictions and the United States to the extent applicable to the Company including international fair dealing laws, including the United States Foreign Corrupt Practices Act (“ FCPA ”). With respect to the Company and each Member, to be in compliance with the FCPA, its managers, directors, officers, employees, agents and anyone acting on its behalf, shall not pay, offer, promise to pay or authorize the payment directly or indirectly of any Company monies or anything of value or other gifts or honoraria or advantage to or for the use or benefit of any federal, state or local official (including any Person holding a legislative, administrative or judicial office) or any political party or candidate for political office, or any public international organization, or any employee thereof, or any person acting in an official capacity on behalf thereof for the purpose

of securing any improper advantage or influencing any act or decision of any official or such government or institution in connection with any Company activities. No Member or their respective Affiliates will make any such offer, payment, gift, promise or authorization to or for the use or benefit of any other Person if the Member knows or is aware that there is a high probability that the other Person will use such offer, payment, gift, promise or authorization in violation of the preceding sentence. Each Member will immediately notify the CEO of any violation of this Section 13.2(a) that it becomes aware of.

(b) No officer, manager or employee of a Member, or any person or entity acting on its behalf, shall be permitted by the Member to become an official or employee of a government function having responsibility for regulation or oversight of any Company activities without the prior written consent of the Company.

(c) No agent or representative shall be engaged by a Member or its Affiliates to act in connection with any Company activities without the prior written consent of the Company. Each Member will take all reasonable steps to ensure that any agent or representative hired to act in connection with any Company activities abides by the obligations set forth in this Section 13.2 .

13.3 Customer Contracts and Subcontracts .

(a) Each Customer Contract will include the principal terms and conditions set forth in Exhibit J , except as otherwise approved by the Board in accordance with its written policies. The Company will lead, and B&WMR, BNGP (or their designated Affiliates) and the Company will jointly coordinate and participate, in marketing and contracting activities with potential Customers and, to the extent practicable, will jointly coordinate negotiation of Customer Contracts.

(b) For each Plant, BWNE, or an Affiliate designated by BWNE, will be the exclusive supplier of (i) equipment comprised within the NSSS and NSSS Extended Scope as a subcontractor to the Company, (ii) Specified Equipment as and to the extent provided in Section G.5 of Exhibit G , except as otherwise provided in Section 13.7 , and (iii) technical support to the Company related to clauses (i) and (ii) as required in connection with start-up and initial operation and testing ((i) through (iii) referred to collectively as the “ BWNE Exclusive Scope ”).

(c) For each Plant, subject to Section 12.5, BPC, or an Affiliate designated by BPC, will be the exclusive provider of: (i) site-specific engineering, (ii) procurement, except as otherwise provided in Sections 13.3(b) and 13.7 , (iii) Plant site construction and fabrication, (iv) offsite fabrication and modularization, except for offsite manufacturing, skid mounting, and modularization of the scope of supply provided by BWNE or the Company, and (v) technical support to the Company related to clauses (i) through (iv) as required in connection with start-up and initial operation and testing ((i) through (v) referred to collectively as the “ BPC Exclusive Scope ”).

(d) With respect to each Plant, the Company will enter into contracts with BWNE (or its designated Affiliate) for the supply of equipment comprised within the NSSS and

NSSS Extended Scope (each, a “ B&W Subcontract ”) and, subject to Section 12.5 , the Company will enter into contracts with BPC (or its designated Affiliate) for the provision of the BPC Exclusive Scope (each, an “ EPC Subcontract ”). The principal terms and conditions for the B&W Subcontracts and EPC Subcontracts are set forth in Exhibit K . In negotiation of the B&W Subcontract and EPC Subcontract for a specific project, BWNE, BPC (or their designated Affiliates) and the Company will use commercially reasonable efforts to accommodate the terms and conditions of the particular Customer Contract in the applicable subcontract to the extent not inconsistent with the terms of Exhibit K .

13.4 Transactions with Affiliates . The Company may purchase or sell goods or services or enter into any transaction with any Member or Affiliate of a Member and any profits or income earned by that Member or Affiliate as a result of the transaction will belong to it and not the Company. No Member has a right to challenge an agreement, transaction or other arrangement between a Member (or an Affiliate of a Member) and the Company if the arrangement satisfies any of the following:

(a) the agreement was specifically approved by a Member Approval;

(b) the terms are no less favorable to the Company than would be available from independent Third Parties; or

(c) the nature of the Member or its Affiliate’s interest was disclosed to the Board and the Board approved the agreement, transaction, or other arrangement (it being understood that (i) BNGP’s interest in an EPC Subcontract or other subcontract with BPC or its Affiliates and (ii) B&WMR’s interest in a B&W Subcontract or other subcontract with BWNE or its Affiliate’s needs no further disclosure).

13.5 Generic Design Fee . Subject to the terms of Section G.8 of Exhibit G , the Company will pay to the designated Affiliates of B&WMR and BNGP the Generic Design Fee per NSSS module upon the Company receiving payment by the Customer of the initial payments required under the applicable Turnkey Contract on or after FNTP.

13.6 Ethics Policies . Each Member represents and warrants that it will require its employees and representatives to comply with Applicable Law and do nothing to cause the Company or any other Member to be in violation of any Applicable Law. Each Member represents and warrants that it has in place policies and procedures to detect and prevent any conduct in connection with Program activities that would constitute a violation of Applicable Law related to the work connected to the Program. Specifically, each Member commits, with respect to Program activities, that it will, and will cause its employees including any employees that it seconds to the Company or another Member or their respective Affiliates, to be in compliance with established policies and procedures governing ethics and compliance for that Member.

13.7 Company Self-Performance . Subject to the terms of Section 13.3 and Exhibit C , it is the goal of the Company to develop in due course the capability of performing the Program with its own employees. However, for each Plant, the Company will have the exclusive right to procure the Strategic Equipment subject to the terms of Section G.6 of Exhibit G .

13.8 Political Contributions . The Company shall not spend any funds to make direct or indirect contributions to federal, state or local political candidates, nor to make gifts or provide honoraria to federal, state or local elective or appointive officials without Board approval. All contributions, gifts or honoraria shall be made in accordance with Applicable Law.

13.9 Publicity . No Member or any of its Affiliates will issue any press release or make any other public disclosure regarding the Company, the Company’s activities, this LLC Agreement or the TSAs without obtaining the prior written approval of the Founders, which shall not be unreasonably withheld, conditioned or delayed. The Company will communicate and coordinate with the Founders before releasing any public statement regarding the Company or the Company’s activities. The Members will coordinate and cooperate with each other and the Company as to the timing and contents of any permitted press release, public announcement or communication.

13.10 Performance . Issues with respect to the performance by B&WMR, BNGP or their respective Affiliates of the Development Budget Activities may be addressed in accordance with Section G.7 of Exhibit G .

13.11 Consideration of Company Subcontractors and Suppliers. With respect to each B&W Subcontract and EPC Subcontract, each of BWNE and BPC (or their designated Affiliate), as applicable, will give due consideration for utilization of any subcontractor or supplier reasonably recommended by the Company and will take into account in their selection any preferred vendor or subcontractor list of the Company. Each Member and the Company acknowledges that the preceding sentence is not intended to alter the BWNE Exclusive Scope or BPC Exclusive Scope, as applicable.

14. TAX MATTERS

14.1 Taxable Year . The taxable year of the Company (the “ Fiscal Year ”) will end on December 31 of each year, unless otherwise required by the Code. The fiscal year of the Company for financial accounting purposes shall end on December 31 of each Year, unless otherwise established by the Board.

14.2 Tax Reporting Partner . B&WMR is appointed as the Tax Reporting Partner (“ TRP ”) and is responsible for compliance with all tax reporting obligations of the Company. In the event of any change in the TRP, unless otherwise agreed, the Person serving as TRP at the beginning of a given taxable year will continue as TRP with respect to all matters concerning that year.

14.3 Tax Matters Partner . The TRP will also be the Tax Matters Partner as defined in Code section 6231(a) (the “ TMP ”) and references to the TRP will then include references to the TMP and vice versa. The TMP will not be required to incur any expenses for the preparation for, or pursuance of, administrative or judicial proceedings, unless the Members, by Member Approval, approve a method for sharing those expenses.

14.4 Information to the TMP . Each Member will furnish the TMP, within two weeks from the receipt of the request, any information the TMP may reasonably request to comply with the requirements for furnishing information to the Internal Revenue Service.

14.5 Limitations Period Extension . The TMP will not agree on behalf of the Company to any extension of the statute of limitations for making assessments without first obtaining Member Approval. The TMP will not bind any other Member to a settlement agreement in tax audits without obtaining the written concurrence of that Member.

14.6 Settlement . Any Member who enters into a settlement agreement with the Secretary of the Treasury with respect to any partnership items, as defined in Code section 6231(a)(3), will notify the other Members of the terms of the settlement not more than 90 days after the date of the settlement.

14.7 Certain Petitions . Any Member intending to file with respect to any partnership item, or any other tax matter involving the Company, a petition under Code sections 6226, 6228, or any similar tax law provision, will notify the other Members prior to making the filing of the nature of the contemplated proceeding. If the TMP is the Person intending to file the petition, the TMP will choose the forum. If a Member intends to seek review of any court decision rendered as a result of a proceeding described in this Section 14.7 , that Member will give notice to each of the other Members not less than twenty days prior to seeking that review.

14.8 Tax Returns . The TRP will prepare, or cause to be prepared, at the expense of the Company, and file all required federal and state partnership income tax returns, in accordance with the provisions of this Article 14 . Not less than thirty days prior to the return due date (including extensions), the TRP will submit to each Member for review a copy of the return as proposed.

14.9 Information Requests . In addition to any obligation under Section 14.4 , each Member will furnish to the TRP not later than sixty days before the return due date (including extensions) any information relating to the Company or its operations as may be required for the proper preparation of the Company’s returns. Similarly, each Member agrees to furnish timely to the TRP, as requested, any of the information and data necessary for the preparation and/or filing of other required reports and notifications, and for the computation of the capital accounts. As provided in Code section 6050K(c), a Member transferring its Membership Interest must notify the TRP to allow compliance with Code section 6050K(a).

14.10 Cooperation with Responsibilities . The TRP and the other Member(s) will use commercially reasonable efforts to comply with the responsibilities outlined in this Article 14 , and with respect to the services of the TMP as outlined in this Article 14 , and in doing so no Member (including the TRP and the TMP) will incur any liability to any other Member.

14.11 Section 754 Election . If a distribution of the Company’s property as described in Section 734 of the Code occurs or a transfer of Membership Interests as described in Section 743 of the Code occurs, if requested by any Member, the Company shall elect, at such Member’s cost, pursuant to Section 754 of the Code, to adjust the basis of the Company’s properties.

15. TRANSFERS OF INTERESTS

15.1 General Restriction . No Transfer may be made and the Company will not recognize any Transfer except (a) a Transfer made in accordance with the terms and provisions of this Article 15 or (b) a Transfer made with the prior written consent of the Founders, exercisable by each Founder in its sole discretion.

15.2 Permitted Transfers . Except as otherwise provided in Section 15.3 or any Subscription Agreement, Members may Transfer their Membership Interests at any time in accordance with Sections 15.2(a) – (d) , as applicable.

(a) To/For The Benefit of Affiliates . A Member is permitted at any time to Transfer all or a portion of its Membership Interests to one or more Affiliates so long as they remain Affiliates and, in the case of B&WMR, to lenders of BWNE or its Affiliates to effect a pledge of or security interest in B&WMR’s Membership Interests.

(b) To Non-Affiliates . Subject to Section 15.4 , a Member (other than BNGP) is entitled to Transfer all or a portion of its Membership Interests to one or more Persons if:

(i) the terms of the Transfer are disclosed to the Board and to BNGP for it to evaluate whether a negative control pursuant to Section 7.5(a) applies;

(ii) BNGP waives its negative control right set forth in Section 7.5(a) (if applicable); and

(iii) the Person to whom the Membership Interests are Transferred executes a Subscription Agreement.

(c) BNGP Transfers to non-Affiliates . Subject to Section 15.4 , BNGP is entitled to Transfer all or a portion of its Membership Interests to one or more Persons if the Second Tranche Investment has been paid in full and the Person to whom the Membership Interests are Transferred executes a Joinder Agreement.

(d) Withdrawal . A Member shall make a Transfer if required in connection with a Member’s Withdrawal from the Company under Section 9.3 .

15.3 Prohibited Transfers . Notwithstanding Section 15.2 , the following transfers are prohibited:

(a) All Transfers by BNGP to non-Affiliates prior to BNGP paying the Second Tranche Investment in full.

(b) Transfers in violation of BNGP’s negative control right (if applicable) set forth in Section 7.5(a)(ii) or 7.5(a)(iv) .

(c) Transfers by any Member to a B&WMR Competitor, or to any Person that poses a Reputational Risk to the Company or the Program, as determined by B&WMR, except with B&WMR’s consent, which shall not be unreasonably withheld, conditioned or delayed.

(d) Transfers if, in the opinion of counsel for the Company, the Transfer would:

(i) violate the Securities Act, or any applicable state securities or “blue sky” laws, or any other applicable provision of law in any respect;

(ii) require registration of the Membership Interests under the Securities Act in connection with the Transfer;

(iii) result in the Company having to register as an investment company under the Investment Company Act of 1940, as amended; or

(iv) cause the Company to be treated as an association taxable as a corporation for purposes of the federal income tax laws.

15.4 Duty of First Offer . (a) Subject to Section 15.4(b) , if any Member (a “ DOFO Member ”) proposes to Transfer its Membership Interests pursuant to Section 15.2(b) or Section 15.2(c) to a non-Member or non-Affiliate (a “ First Offer Transaction ”), the DOFO Member will, prior to pursuing any First Offer Transaction, notify the other Members of its intention to pursue a First Offer Transaction (the “ First Offer Transaction Notice ”). The other Members will have the right, but not the obligation, to submit a proposal to purchase their pro rata share (based on that Member’s Share compared to all other Members’ Share other than the Share of the DOFO Member) or more (i.e., oversubscribe) of the Membership Interests subject to the First Offer Transaction (the “ First Offer Proposal ”) within twenty days following receipt of the First Offer Transaction Notice. The First Offer Proposal will include the price and other material terms the non-DOFO Member is prepared to offer. If a Member that is entitled to make a First Offer Proposal elects not to do so, those Members that have elected to make a First Offer Proposal may offer to purchase such additional eligible shares on a pro rata basis. The DOFO Member may elect to accept some or all of the First Offer Proposals. If the DOFO Member elects not to accept the First Offer Transaction Proposals (or has Membership Interests subject to the First Offer Transaction remaining that were not purchased in connection with First Offer Proposals), the DOFO Member may enter into a First Offer Transaction with any Person if the terms and conditions of any such Transfer are not any less favorable to the DOFO Member than the terms and conditions set forth in any First Offer Proposal. The First Offer Transaction will be consummated within 180 days following the date of the First Offer Proposals, and if not, any subsequent First Offer Transaction will be subject to the provisions set forth in this Section 15.4(a) . Nothing in this Section 15.4(a) will require the DOFO Member to enter into any First Offer Transaction under any circumstances.

(b) B&WMR is only required to comply with Section 15.4(a) if, following the proposed Transfer, B&WMR’s Share would be less than 51% (unless the proposed Transfer is in connection with an Initial IPO approved by BNGP under Section 9.12 or otherwise or any subsequent Transfer to public shareholders under a registered offering).

15.5 BNGP Tag-Along Right .

(a) If B&WMR proposes to Transfer its Membership Interest pursuant to Sections 15.2(b) (other than a Transfer in connection with an Initial IPO or any subsequent Transfer to public shareholders under a registered offering) and after the Transfer B&WMR or its Affiliates’ Share would be less than 51%, then at least thirty days prior to effecting the

Transfer, B&WMR will give BNGP written notice of the proposed Transfer. The notice will set forth the Membership Interests to be Transferred by B&WMR, the name and address of the proposed transferee, the purchase price and that the proposed transferee has been informed of the tag-along right granted to BNGP under this Section 15.5 . BNGP will then have the right, exercisable by written notice to B&WMR, to participate in the sale, on the same terms and conditions as B&WMR, by selling up to its full ownership interest in the Company, on substantially the same terms (including with respect to representations and warranties and indemnification) as B&WMR.

(b) If the proposed transferee does not agree to purchase BNGP’s Membership Interests directly from BNGP on the same terms and conditions as specified in the notice given under Section 15.5(a) , then B&WMR will have the right, but not the obligation, to purchase BNGP’s Membership Interests, solely for the purpose of selling those Membership Interests to the proposed transferee on the terms set forth in the notice. If the proposed transferee does not elect to acquire BNGP’s Membership Interests (either directly or indirectly) subject to this tag-along right, B&WMR may not transfer its interests to that proposed transferee in a transaction that would result in B&WMR or its Affiliates Share being less than 51%.

(c) For the avoidance of doubt, B&WMR may elect to give rights to other Members to participate in a sale when B&WMR is selling all or a portion of its Membership Interest, subject in each case to the restrictions set forth in this Article 15 .

15.6 B&WMR Drag-Along Right .

(a) Subject to Section 15.6(d) , if B&WMR agrees to sell all of its Membership Interests to a Third Party (a “ Drag-Along Sale ”), it has the right to require each other Member to Transfer its Membership Interests. B&WMR must give the other Members not less than ten days prior written notice describing in reasonable detail the proposed Drag-Along Sale as to which it intends to exercise its rights under this Section 15.6 , including the consideration to be paid and the name and address of the Third Party purchaser.

(b) Each Member, if B&WMR elects to exercise its rights under Section 15.6 , will (i) take any action as may be reasonably requested by B&WMR in connection with consummating the transaction; (ii) vote in favor of, consent to and raise no objections against the transaction or the process pursuant to which the transaction was arranged; (iii) waive any dissenter’s, appraisal and other similar rights; (iv) sell such Member’s Membership Interests on the non-price terms and conditions of the transaction as negotiated by B&WMR; and (v) execute and deliver such documents as may be reasonably requested by B&WMR in connection with the transaction, including written consents of Members, proxies, letters of transmittal, purchase agreements and limited liability company interest powers. If B&WMR agrees to escrow any amounts of proceeds resulting from a transaction or to accept indebtedness or other securities, or is subject to indemnification or other rights of offset, then each Member will be required to accept the same terms.

(c) Each Member is only required to comply with Section 15.6(b) if B&WMR bears its proportionate share of any escrows, holdbacks or adjustments in purchase price and make such representations, warranties and covenants as are customary.

(d) BNGP is only required to comply with Section 15.6(a) and 15.6(b) if (i) it is no longer a Founder, (ii) the only representations and warranties it is required to make are authority to accomplish the sale and its ownership of the interests being sold, and (iii) the consideration that BNGP would receive reflects its Share of the aggregate consideration received in the transaction less any Control Premium associated with the acquisition of B&WMR’s Membership Interest. The “ Control Premium ” is the additional amount an arms-length purchaser is willing to pay in order to have control over the management of the affairs of the Company over the amount the purchaser would have paid if it did not obtain control over the Company as part of its purchase, as acknowledged by the purchaser in writing.

15.7 General Provisions .

(a) Each transferor under this Article 15 will reimburse or cause the reimbursement of the Company for all the Company’s reasonable out-of-pocket expense relating to the Transfer, including all attorney’s fees, filing fees and similar expenses.

(b) If the Board determines that a proposed Transfer under this Article 15 would, alone or in conjunction with one or more other Transfers, terminate the partnership that is the Company for federal income Tax purposes, the proposed Transfer can be delayed until the earliest time, as determined by the Board that the Transfer may occur without causing a termination of the partnership that is the Company for federal income Tax purposes. If at any time more than one Transfer is being delayed under this Section 15.7(b) , the Transfers are to be made in the order in which the Board received notice of the proposed Transfer. If a Transfer or attempted Transfer causes a termination of the partnership that is the Company for federal income Tax purposes, the Member making the Transfer or attempted Transfer is to be liable to the Company and each of the other Members for any Taxes, fines, penalties, damages, or losses which may be due as a result of the termination, including costs of enforcement of the Company’s power to void or otherwise prohibit the Transfer or attempted Transfer.

(c) No Transfer in compliance with this LLC Agreement, even if the transferee is a Member or is admitted as a Member, will release the transferor or former Member from those liabilities to the Company existing at the time of the transfer which survive the Transfer.

15.8 Unauthorized Transfers Void . Any attempt by a Member, directly or indirectly, to Transfer, or offer to Transfer, any Membership Interests or any interest therein or any rights relating thereto without complying with the provisions of this Article 15 , will be void and of no effect. Any involuntary Transfer by operation of law will entitle the transferee to the economic interest represented by the Membership Interests that were the subject of the Transfer but the transferee will not be a Member and will not have any rights under this LLC Agreement.

16. LIMITATIONS ON LIABILITY AMONG THE MEMBERS

16.1 Limitations on Liability . No Member or any of its Affiliates will be liable to the Company, another Member, or any of their respective Affiliates for any consequential, incidental, punitive, exemplary, or indirect damages, lost profits, or other business interruption damages in connection with the Program. The preceding sentence applies without regard to the

cause or basis of any claim, and whether a claim is asserted in contract, tort, negligence, misrepresentation (including negligent misrepresentation), strict liability, statutory liability, indemnity, or pursuant to any other theory of liability, even in the event of the fault, negligence (in whole or in part), or strict liability of, or breach of contract by, a Person whose liability is limited by this Section 16.1 . The following will not be deemed to constitute consequential, incidental, punitive, exemplary, or indirect damages, lost profits, or other business interruption damages:

(i) any payment due under Exhibit D ; and

(ii) any liability for amounts claimed in tort or as statutory damages by Third Parties to the extent that claims for such amounts are subject to indemnification under this LLC Agreement.

17. GENERAL

17.1 Dispute Resolution . Any Disputes between or among (i) the Company, (ii) a Member or its Affiliates and (iii) another Member (or Members) or their Affiliates arising out of or in connection with the Company or the Program will be resolved in accordance with Exhibit E .

17.2 Dissolution .

(a) The Company will be dissolved, and its affairs will be wound up and liquidated upon the first to occur of the following (i) dissolution in accordance with Section D.1(d) of Exhibit D , (ii) approval of dissolution by Member Approval, and (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

(b) The bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Act) of a Member will not cause the Member to cease to be a Member of the Company and upon the occurrence of such an event, the business of the Company will continue without dissolution.

(c) In the event of dissolution, the Company will conduct only the activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company will be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

(d) The Company will terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company shall have been distributed to the Members in the manner set forth in Section 4.5 and (ii) the Certificate of Formation shall have been canceled in the manner required by the Act.

17.3 Governing Law . This LLC Agreement will be governed by, construed, interpreted and applied in accordance with the laws of the State of Delaware without giving effect to conflict of laws principles thereof that would result in the application of the laws of a jurisdiction other than the State of Delaware.

17.4 Entire Agreement . The annexes, exhibits and schedules hereto are an integral part of this LLC Agreement and are deemed incorporated by reference herein. This LLC Agreement

contains the entire agreement of the Members relating to the rights granted and obligations assumed in this LLC Agreement. Any prior agreement among the Members relating to the Company or the Program will be of no further force or effect.

17.5 Amendments; Waivers . All Members are bound by any amendment to this LLC Agreement that is approved by Member Approval or in accordance with Exhibit C . Amendments approved in accordance with Exhibit C will be documented as a separate amendment executed by B&WMR and attached to this LLC Agreement and will be promptly circulated to all Members. Failure of any Member to enforce any provision of this LLC Agreement will not be construed to waive the provision, nor to affect the validity of this LLC Agreement or any part thereof, or the right of any Member thereafter to enforce each and every provision of this LLC Agreement. A waiver on any one occasion will not be construed as a bar to or waiver of any right or remedy, whether of the same or of a different nature, on any future occasion.

17.6 Counterparts . The Members may execute this LLC Agreement in two or more counterparts, which will, in the aggregate, be signed by all the Members; each counterpart will be deemed an original instrument as against any Member who has executed and delivered it.

17.7 Notices . All notices required or permitted to be given pursuant to this LLC Agreement to any party to this LLC Agreement will be in writing and will be given to the other party at the addresses or facsimile number set forth below in Annex II or such other address or facsimile number as that party may hereafter specify for that purpose by notice to the other parties to this Agreement. All notices will be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt. Otherwise, that notice will be deemed not to have been received until the next succeeding Business Day in the place of receipt.

17.8 Severability . Any term or provision of this LLC Agreement that is invalid or unenforceable in any jurisdiction will be ineffective as to that jurisdiction, to the extent of the invalidity or unenforceability, without rendering invalid or unenforceable the remaining terms and provisions of this LLC Agreement or affecting the validity or enforceability of any terms and provisions of this LLC Agreement in any other jurisdiction. If any provision of this LLC Agreement is so broad as to be unenforceable, that provision will be interpreted to be only so broad as is enforceable.

17.9 Binding Effect; No Third Party Benefit . This LLC Agreement will be binding on all successors and assigns of the Members and inure to the benefit of the respective permitted successors and assigns of the Members. Nothing in this LLC Agreement will be deemed to create rights in or benefits for any Person that is not a Member, other than (a) BWNE, BDC, BPC and their Affiliates with respect to Article 12 , Sections 7.5 , 13.3(b) , 13.3(c) , 13.3(d) , 13.4 , 13.5 , 16.1 and Exhibit A , Exhibit B , Exhibit D , and Exhibit F and (b) individuals entitled to indemnification under Article 10 , in each case only with respect to those Articles, Sections and Exhibits.

17.10 Provisions Surviving . The rights and obligations of the Members under the following provisions will continue after dissolution and liquidation of the Company and will continue with

respect to a former Member who under Section D.13 of Exhibit D has only the rights of an assignee or a former Member who has Withdrawn from the Company (collectively, the “ Surviving Provisions ”) and all others shall be of no further force or effect: Section 13.1 (including Exhibit F ), 17.1 (including Exhibit E ), 17.3 , 17.9 , 17.10 , Article 16 , Sections D.7 and D.10 of Exhibit D and payment obligations under Exhibit D until discharged, and any other provisions incorporated in any of those Sections by reference.

(Signatures on following page.)

IN WITNESS WHEREOF, the undersigned have duly executed and delivered this LLC Agreement as of the date first above written.


THE COMPANY

	GENERATION MPOWER LLC

	By:	/s/ Christofer M. Mowry
	Name:	Christofer M. Mowry
	Title:	President & Chief Executive Officer

MEMBERS

	BABCOCK & WILCOX MODULAR REACTORS, LLC

	By:	/s/ Christofer M. Mowry
	Name:	Christofer M. Mowry
	Title:	President

	BDC NEXGEN POWER LLC

	By:	/s/ Eric W. Grenfell
	Name:	Eric W. Grenfell
	Title:	President

[Generation mPower LLC Agreement]

ANNEX I

DEFINITIONS; PRINCIPLES OF INTERPRETATION

A. Definitions . As used in this LLC Agreement, the following terms have the meanings indicated:

“ Acceptable Nuclear Liability Regime ” has the meaning set forth in Exhibit H .

“ Act ” means the limited liability company act set forth in Chapter 18 of the Delaware Code. Any reference to the Act will automatically include a reference to any subsequent or successor limited liability company act in Delaware.

“ Actual Cash Flow Neutral Date ” means the date, as determined by the Board, on which the Company has achieved Cash Flow Neutral.

“ Actual Funding Requirement ” has the meaning set forth in Section A.4 of Exhibit A .

“ Actual In-Kind Credit ” has the meaning set forth in Section A.2(a) of Exhibit A .

“ Add-On Amount ” has the meaning set forth in Section A.3(b) of Exhibit A .

“ Adjusted Capital Account ” means with respect to any Member as of a particular date, the Member’s Capital Account increased by such Member’s shares of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain.

“ Adjusted Capital Account Deficit ” means with respect to a Member as of the end of any Fiscal Year, a deficit in the Member’s Capital Account, after adjustments required under clauses (4), (5) and (6) of Treasury Regulations Section 1.704-1(b)(2)(ii)(d), that exceed any amounts of any such deficit that such Member is obligated to restore or is deemed obligated to restore for purposes of such regulation (such as such Member’s shares of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain).

“ Adjusted Fair Market Value ” of an item of Company property means the greater of (i) the fair market value of that property or (ii) the amount of any nonrecourse indebtedness to which that property is subject within the meaning of section 7701(g) of the Code.

“ Affiliate ” means with respect to any Person, (i) each entity that such Person controls, (ii) each Person that controls such Person, and (iii) each entity that is under common control with such Person. For purposes of this definition, the Tax Partnership and the Company are not Affiliates of B&WMR, BNGP or any of their respective Affiliates. For purposes of this definition “ control ” (including, with correlative meanings, the terms “ controlled by ” and “ under common control with ”), as used with respect to any Person, means the possession, directly or indirectly through one or more intermediaries, of any of the following with respect to another Person (a) the legal or beneficial ownership of more than fifty percent (50%) of the economic interest in such Person, (b) the power to elect more than fifty percent (50%) of the directors, managers, or other voting members of the governing body of such Person, (c) more than fifty percent (50%) of the voting securities (or equivalent voting interests) in such Person, or (d) the power to direct or cause the direction of the management and policies of such Person (by contract or otherwise).

“ Alliance Model ” means the business model attached as Exhibit A to the JDA that utilizes the Development Budget and estimated Contract Revenues as inputs to determine the Forecasted Funding Requirement.

“ Alternate ” means an individual designated by a Director to act as that Director’s alternate in accordance with Section 7.1(b) .

“ Annual Budget Package ” means the package prepared by the CEO for presentation to the Board in connection with the request of annual funding authorization of the Program by B&WMR from the BWC board of directors.

“ Anticipated Annual Investment Amount ” has the meaning set forth in Section A.1(f) of Exhibit A .

“ Applicable Law ” means all laws, treaties, ordinances, judgments, decrees, injunctions, writs and orders, rules, regulations, interpretations, issuances, enactments, decisions, authorizations and directives of any Governmental Authority having jurisdiction over the matter in question.

“ Appraiser ” means a reputable investment banking firm, accounting firm or appraiser nationally recognized in the United States for providing valuations of companies or enterprises whose core business is utility-scale power generation and technology.

“ BDC ” means Bechtel Development Company, Inc., a Delaware corporation.

“ BNGP ” means BDC NexGen Power LLC, a Delaware limited liability company.

“ Board ” has the meaning set forth in Section 7.1(a) .

“ Book Value ” means, with respect to any item of Company property, the book value of that property within the meaning of Treas. Reg. § 1.704-1(b)(2)(iv)(g)(3), except that if the Company adopts the remedial allocation method described in Treas. Reg. § 1.704-3(d) with respect to any item of Company property, the Book Value of that property will be its book basis determined in accordance with Treas. Reg. § 1.704-3(d)(2).

“ BPC ” means Bechtel Power Corporation, a Nevada corporation.

“ BPC-Affiliated Persons ” has the meaning set forth in Section D.7(b) of Exhibit D .

“ BPC Competitor ” has the meaning set forth in Section G.4 of Exhibit G .

“ BPC Exclusive Scope ” has the meaning set forth in Section 13.3(c) .

“ BPC Work Product ” has the meaning set forth in Section D.7(c) of Exhibit D .

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“ BPC TSA ” means the Amended and Restated Technical Services Agreement, dated as of the Commencement Date, between BPC and the Company (as successor to BWNE).

“ Business Day ” means a day other than Saturday, Sunday or a day on which banks are legally closed for business in the State of Delaware.

“ B&W Subcontract ” has the meaning set forth in Section 13.3(d) .

“ BWC ” means The Babcock & Wilcox Company, a Delaware corporation.

“ BWNE ” means Babcock & Wilcox Nuclear Energy, Inc., a Delaware corporation.

“ BWNE Exclusive Scope ” has the meaning set forth in Section 13.3(b) .

“ BWNE TSA ” means the Technical Services Agreement, dated as of the Commencement Date, between BWNE and the Company.

“ B&WMR ” means Babcock & Wilcox Modular Reactors, LLC, a Delaware limited liability company.

“ B&WMR Competitor ” has the meaning set forth in Section G.4 of Exhibit G .

“ Capital Account ” means the capital account of a Member maintained in accordance with Section 5.2 .

“ Capital Call ” has the meaning set forth in Section 3.2(b) .

“ Capital Contribution ” means, for any Member, the total amount of cash and the fair market value (as determined by the Board in its sole discretion) of any property contributed to the Company.

“ Cash Flow Neutral ” means, as determined by the Board utilizing the Alliance Model, that (a) the Company’s actual current Contract Revenues are in excess of actual cash outflows for Development Budget Activities, services to Customers and other Program related expenditures, and (b) projected Contract Revenues are reasonably expected to be at least equal to projected cash outflows on an ongoing basis.

“ CEO ” means the President & Chief Executive Officer of the Company.

“ Chairperson ” has the meaning set forth in Section 7.6 .

“ Change of Control ” means any transfer, sale, assignment, pledge or other disposition of shares of or equity interests in a Person having the result (directly or indirectly) of changing the entity or entities which possess the power (directly or indirectly) to direct or cause the direction of the management or policies of the Person from the entity or entities possessing that power as of the Commencement Date, whether the change is voluntary or involuntary, including as part of a merger.

“ Code ” means the Internal Revenue Code of 1986, as amended, or any successor statute.

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“ COL ” means a combined license to construct and operate a nuclear power plant issued by the NRC.

“ Commencement Date ” means February 28, 2011.

“ Committee Member ” has the meaning set forth in Section 7.13 .

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

“ Confidential Information ” has the meaning set forth in Section F.1 of Exhibit F .

“ Contract Revenues ” means cash received by the Company from a Customer as compensation for the design, development or deployment of a Plant, including site specific engineering and COL applications for a Customer. Contract Revenues do not include investments made by Members in the Company or funding for the Program provided by DOE or any other U.S. Governmental Authority (except to the extent a Governmental Authority acts in the capacity of a Customer) which is for the benefit of B&WMR under Section B.4 of Exhibit B . Contract Revenues will include any amounts received by the Company from Third Parties other than the DOE or any U.S. Governmental Authority (when not acting in the capacity of a Customer) for the benefit of the Program.

“ Control Premium ” has the meaning set forth in Section 15.6(d) .

“ Covered Employee ” has the meaning set forth in Section F.5(b) of Exhibit F .

“ Credit to Date Amount ” has the meaning set forth in Section A.4(a) of Exhibit A .

“ Customer ” means a customer of the Company that has executed a Customer Contract.

“ Customer Contract ” means a Turnkey Contract or a Front-End Contract.

“ Damages ” means damages, claims, demands, causes of action, losses, liabilities, obligations, costs and expenses, and the costs and expenses of any and all actions, suits, proceedings, demands, assessments, judgments, settlements and compromises, including reasonable legal, accounting and other expenses related thereto.

“ Date of Withdrawal ” means the date on which a Member Withdraws from the Company as determined under Section D.6 of Exhibit D .

“ DCA ” means the Design Certification Application filed with the NRC for the steam-generating light water SMR developed in the Program.

“ Deduct Amount ” has the meaning set forth in Section A.3(c) of Exhibit A .

“ Deemed Liquidation ” means a liquidation of the Company that is deemed to occur pursuant to Treas. Reg. § 1.708-1(b)(1)(iv) in the event of a termination of the Company pursuant to section 708(b)(1)(B) of the Code.

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“ Design Completion Date ” means the date, as determined by the Board, on which the Company has completed a generic design for the deployment of a Plant (including obtaining NRC design certification) sufficient to offer turnkey solutions to Customers.

“ Development Budget ” means, at any given time, the most recent version of the development budget approved by the Board that sets forth the costs anticipated to be incurred by the Parties for the performance of all Development Budget Activities, including marketing, licensing interfacing, procurement, staffing, personnel, administrative and business development activities to be incurred in connection therewith.

“ Development Budget Activities ” means (a) the development of the generic design to be completed by the Members and their Affiliates in support of the Program as determined in accordance with the Project Execution Plan to be necessary to make an offering to a potential Customer to deploy a Plant (including obtaining NRC design certification) and (b) all related marketing, licensing interfacing, procurement, staffing, personnel, administrative and business development activities completed by the Company until the activities in clause (a) are complete.

“ Director ” has the meaning set forth in Section 7.1(a) .

“ Disclosing Party ” has the meaning set forth in Section F.1 of Exhibit F .

“ Dispute ” has the meaning set forth in Section E.1 of Exhibit E .

“ Dispute Parties ” has the meaning set forth in Section E.1 of Exhibit E .

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

“ DOFO Member ” has the meaning set forth in Section 15.4(a) .

“ DOR ” means the division of responsibility for pursuit of the Company’s objectives set forth in Exhibit I , including the engineering, design certification application, procurement, functional support (development organization), and COL application divisions of responsibility.

“ Drag-Along Sale ” has the meaning set forth in Section 15.6(a) .

“ EPC ” means engineering, procurement and construction.

“ EPC Subcontract ” has the meaning set forth in Section 13.3(d) .

“ Executive(s) ” has the meaning set forth in Section E.2(a) of Exhibit E .

“ Fair Market Value ” means with respect to the Company, as of the Valuation Date, the price at which a willing seller would sell, and a willing buyer would buy, each being apprised of all relevant facts and neither acting under compulsion, all of the Company’s equity interests in an arms length, negotiated transaction with a Third Party without time constraints using standard valuation methodologies. The methodologies used in determining Fair Market Value will be applied in a manner so as to (a) reflect any discount for lack of marketability and (b) not reflect any loss in value resulting from the act or event described in Exhibit D that triggered the assessment of Fair Market Value or the fact that a termination event has occurred.

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“ Fair Value of BNGP’s Interest ” has the meaning set forth in Section D.11(e) of Exhibit D .

“ FCPA ” has the meaning set forth in Section 13.2(a) .

“ Final First Tranche Investment ” has the meaning set forth in Section A.4(a) of Exhibit A .

“ First Appraiser ” has the meaning set forth in Section D.11(a) of Exhibit D .

“ First Offer Proposal ” has the meaning set forth in Section 15.4(a) .

“ First Offer Transaction ” has the meaning set forth in Section 15.4(a) .

“ First Offer Transaction Notice ” has the meaning set forth in Section 15.4(a) .

“ First Tranche Profits Interest ” means the 10% Share granted to BNGP as of the Commencement Date or such smaller Share as may have resulted from dilution by operation of Section A.5 of Exhibit A .

“ First Tranche Investment ” has the meaning set forth in Section A.1(a) of Exhibit A .

“ Fiscal Year ” has the meaning set forth in Section 14.1 .

“ FNTP ” means a full notice to proceed issued by a Customer under a Turnkey Contract, with all conditions precedent, including issuance of the COL for the applicable Plant and the other conditions precedent specified in the Turnkey Contract executed by that Customer, having been satisfied or, if not satisfied, waived by the Company.

“ Forecasted Funding Requirement ” means the amount necessary to be funded by the Parties until Cash Flow Neutral is achieved, as determined by the Alliance Model, which as of July 13, 2010 was $610.57 million, as it may be adjusted each year by the Board in its approval of the Annual Budget Package.

“ Founders ” means each of B&WMR and BNGP, but BNGP only for so long as it or its Affiliates (individually or collectively) holds a Share greater than or equal to 50% of BNGP’s First Tranche Profits Interest.

“ Front-End Contract ” means a contract pursuant to which the Company (or its designated subsidiary) provides services with respect to the Program to a Customer other than under a Turnkey Contract, including COL application services, site selection, consulting and other front-end preparation services for a Customer.

“Generic Design Fee” has the meaning set forth in Section G.4 of Exhibit G .

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“ Governmental Authority ” means any United States or foreign federal, state, local or other governmental, regulatory or administrative agency, governmental commission, department, board, subdivision, court, tribunal, or other governmental arbitrator, arbitral body or other authority, in each case having legal jurisdiction over the matter or Person in question or the Program.

“Guarantees” means the Guarantee by BPC for the benefit of the Company, among others, and the Guarantee by BWNE for the benefit of the Company, among others, each dated as of the Commencement Date.

“ High Value ” has the meaning set forth in Section D.11(b) of Exhibit D .

“ Indemnified Person ” has the meaning set forth in Section 10.1 .

“ In-Kind Percentage ” has the meaning set forth in Section A.1(f) of Exhibit A .

“ Initial IPO ” means the initial public offering of equity interest in the Company pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission in accordance with the Securities Act.

“ Initial Period ” has the meaning set forth in Section A.1(e) of Exhibit A .

“ JAMS ” means JAMS, Inc. or its successor entity, a judicial arbitration and mediation service.

“ JDA ” has the meaning set forth in the Recitals.

“ Joinder Agreement ” means an agreement executed by any new Member as a result of a Transfer under Section 15.2(c) pursuant to which the new Member expressly agrees to be bound by the terms and conditions of the LLC Agreement.

“ Last Agreed FFR ” has the meaning set forth in Section A.3(b) of Exhibit A .

“ Late Payment Rate ” means the lesser of (a) the Prime Rate plus 2% per annum, or (b) the highest per annum interest rate allowed by Applicable Law.

“ LLC Agreement ” has the meaning set forth in the preamble.

“ Low Value ” has the meaning set forth in Section D.11(b) of Exhibit D .

“ Members ” means B&WMR, BNGP and every other Person who is admitted as a Member in accordance with Section 9.2 after the Commencement Date, so long as the Person has not ceased being a Member pursuant to the terms of this LLC Agreement.

“ Member Approval ” means the approval of Members holding a Share equal to at least 50%, which approval must also include the approval of the Founders.

“ Membership Interest ” means with respect to each Member, a Member’s Capital Account, rights to its Share of Profits and Losses, and the Member’s rights to receive distributions from the Company, together with all rights and obligations of the Member under this LLC Agreement.

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“ Mid-Range ” has the meaning set forth in Section D.11(b) of Exhibit D .

“ New Member ” has the meaning set forth in Section C.1 of Exhibit C .

“ Nonrecourse Deductions ” has the meaning set forth in Treasury Regulations Section 1.704-2(c).

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

“ NSSS ” means the SMR nuclear steam supply module under development as part of the Program consisting of the module shell and all internal components and systems, including the steam generator and reactor core, extending up to and including each point where the module shell, piping, electrical and instrument cables connect to the external systems at the point of the first external junction (agreed terminal point).

“ NSSS Extended Scope ” has the meaning set forth in Section G.4 of Exhibit G .

“ Nuclear Incident ” means an occurrence that causes bodily injury, sickness, disease or death, or loss of or damage to property, or loss of use of property, arising out of or resulting from the radioactive, toxic, explosive or other hazardous properties of source material, special nuclear material, or by-product material. “Source material”, “special nuclear material”, and “by-product material” as applicable to this LLC Agreement have those meanings assigned by the Atomic Energy Act of 1954, as amended, 42 U.S.C. § 2011 et seq.

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

“ Original Development Budget ” means the inputs to the Alliance Model as of July 13, 2010 that set forth the costs anticipated to be incurred by the Parties for the performance of all Development Budget Activities, including marketing, licensing interfacing, procurement, staffing, personnel, administrative and business development activities to be incurred in connection therewith.

“ Original Aggregate First Tranche Investment ” has the meaning set forth in Section A.1(a) of Exhibit A .

“ Original BNGP Annual Development Amount ” has the meaning set forth in Section A.1(c) of Exhibit A .

“ Original BNGP Annual Investment Amount ” has the meaning set forth in Section A.1(c) of Exhibit A .

“ Other Member ” has the meaning set forth in Section D.13(a) of Exhibit D .

“ Overrun Amount ” has the meaning set forth in Section A.2(b) of Exhibit A .

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“ Oversubscription Member ” has the meaning set forth in Section 3.2(b) .

“ Partnership Minimum Gain ” has the meaning given to “minimum gain” in Treasury Regulations Section 1.704-2(d).

“ Partner Nonrecourse Debt ” has the meaning of “partner nonrecourse debt” set forth in Treasury Regulation Section 1.704-2(b)(4).

“ Partner Nonrecourse Debt Minimum Gain ” has the meaning set forth in Treasury Regulations Section 1.704-2(i)(3).

“ Partner Nonrecourse Deductions ” has the meaning set forth in Treasury Regulations Section 1.704-2(i)(2).

“ Person ” means an individual, partnership, joint venture, corporation, limited liability company, trust, association or unincorporated organization, or any Governmental Authority.

“ Plant ” has the meaning set forth in the Recitals.

“ Prime Rate ” means the prime rate of interest for corporate loans as published in The Wall Street Journal under “Money Rates” as such rate may be in effect from time to time during the period the delinquent amount remains outstanding.

“ Profits ” and “ Losses ” for any period means the taxable income or loss of the Company for such period, as determined for federal income tax purposes, adjusted as follows:

(a) items that are required by Section 703(a)(i) of the Code to be separately stated will be included;

(b) Tax-exempt income as described in section 705(a)(1)(B) of the Code realized by the Company during such fiscal year are taken into account as if it was not tax exempt;

(c) expenditures of the Company described in section 705(a)(2)(B) of the Code for such year, including items treated under Treasury Regulations Section 1.704-1(b)(2)(iv)(i) as items described in section 705(a)(2)(B) of the Code, are taken into account as if they were deductible items;

(d) with respect to property (other than money) which has been contributed to the capital of the Company, Profit and Loss are computed in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv)(g) by computing depreciation, amortization, gain or loss based upon the fair market value (as determined by the Board) of such property on the books of the Company;

(e) with respect to any property of the Company which has been revalued as required or permitted by the Treasury Regulations under section 704(b) of the Code, Profit or Loss are determined based upon the fair market value (as determined by the Board) of such property as determined in such revaluation;

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(f) the difference between the Book Value and the fair market value (as determined by the Board) of any asset of the Company are treated as gain or loss from the disposition of such asset in the event that any revaluation of assets occur pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(e) or (f), including whenever, any new or existing Member acquires an additional Share in the Company in exchange for a non-de minimis contribution to the capital of the Company; or such asset of the Company is distributed to a Member or a distribution is made to a Member as consideration for a reduction of such Member’s interest in the Company or in liquidation of such interest as defined in Treasury Regulations Section 1.704-1(b)(2)(ii)(g);

(g) interest paid on loans made to the Company by a Member and fees and other compensation paid to any Member are deducted in computing Profit and Loss; and

(h) items of income, gain, loss, expense or deduction specially allocated under Section 6.2 are not taken into account.

“ Program ” has the meaning set forth in the Recitals.

“ Program Termination Date ” means the date on which the Termination of the Program becomes effective as determined under Section D.6 of Exhibit D .

“ Project Execution Plan ” means the project execution plan, consisting of the processes and procedures for the execution of the Development Budget Activities, to be approved by the Board.

“ Recipient ” has the meaning set forth in Section F.1 of Exhibit F .

“ Reissued Work Product ” has the meaning set forth in Section D.7(d)(ii) of Exhibit D .

“ Reputational Risk ” as to any Person means that a Founder determines, in the reasonable exercise of its judgment, that the reputation of such Founder or its Affiliates would be harmed in the industry in which it operates if such Founder were associated, or were perceived as associated, with such Person due to such Person’s adherence to unethical business practices, dodgy standards of business conduct or egregious or persistently sub-standard levels of performance. For purposes of this definition, “ dodgy ” means evasive, tricky; not sound, good or reliable; questionable, suspicious.

“ Response Date ” has the meaning set forth in Section E.2(a) of Exhibit E .

“ Revaluation Event ” means (i) a liquidation of the Company (within the meaning of Treas. Reg. § 1.704-1(b)(2)(ii)(g), but not including a Deemed Liquidation); (ii) a contribution of more than a de minimis amount of money or other property to the Company by a new or existing Member or a distribution of more than a de minimis amount of money or other property to a retiring or continuing Member where such contribution or distribution alters the Share of any Member; (iii) any change in the Share of any Member; or (iv) the grant of an interest in the Company as consideration for the provision of services to or for the benefit of the Company.

“ Revised FFR ” has the meaning set forth in Section A.3(a)(i) of Exhibit A .

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“ Rule 144 ” has the meaning set forth in Section 11.2 .

“ Second Appraiser ” has the meaning set forth in Section D.11(a) of Exhibit D .

“ Second Tranche Investment ” has the meaning set forth in Section A.6(a) of Exhibit A .

“ Secondment Agreement ” means each of (i) the Secondment Agreement between BPC and the Company, (ii) the Secondment Agreement between BWNE and the Company, and (iii) the Amended and Restated Secondment Agreement between BPC and BWNE, each dated or last amended as of the Commencement Date.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Share ” has the meaning set forth in Section 6.1(a) .

“ SMR ” means small modular nuclear reactor.

“ Specified Equipment ” has the meaning set forth in Section G.5(a) of Exhibit G .

“ Start Date ” has the meaning set forth in Section D.11(a) of Exhibit D .

“ Strategic Equipment ” has the meaning set forth in Section G.6(a) of Exhibit G .

“ Subject Action ” has the meaning set forth in Section D.4 of Exhibit D .

“ Subject Agreements ” has the meaning set forth in Section E.1 of Exhibit E .

“ Subscription Agreement ” means the agreement negotiated and agreed to between the potential New Member and BWNE and executed by the New Member and the Company in connection with the New Member’s admission as a Member to the Company in accordance with Exhibit C .

“ sub-recipient ” has the meaning set forth in Section F.2(b) of Exhibit F .

“ Surviving Provisions ” has the meaning set forth in Section 17.10 .

“ Tax ” means any federal, state, local or foreign tax of any kind whatsoever, including any interest, penalty or addition thereto, whether disputed or not.

“ Tax Basis ” means, with respect to any item of Company property, the adjusted basis of such property as determined in accordance with the Code.

“ Tax Partnership ” means the tax partnership formed under the JDA and continued under this LLC Agreement.

“ Terminate (Termination of) the Program ” means that all actions in furtherance of the Program cease, including any development, marketing or deploying of Plants, solicitation of customers, negotiation of customer contracts, permitting and other governmental filings, and all public facing activities. Termination of the Program does not preclude the orderly wind down of the Program, any preparations in contemplation of a reconstituted Program or the continued development and engineering of the NSSS but not NI or other elements of a Plant.

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“ Third Appraiser ” has the meaning set forth in Section D.11(b) of Exhibit D .

“ Third Party ” means any Person that is not (i) the Company, (ii) a Member or (iii) an Affiliate of a Member.

“ Third Value ” has the meaning set forth in Section D.11(b) of Exhibit D .

“ TMP ” has the meaning set forth in Section 14.3 .

“ Transfer ” means any direct or indirect sale, pledge or other disposition of a Membership Interest.

“ Treasury Regulation ” or “ Treas. Reg. ” means the temporary or final regulation(s) promulgated pursuant to the Code by the U.S. Department of the Treasury, as amended, and any successor regulation(s).

“ TRP ” has the meaning set forth in Section 14.2 .

“ Turnkey Contract ” means a contract pursuant to which the Company (or its designated subsidiary) will supply the NSSS and provide all associated EPC services to deploy a Plant for the Customer, which may include licensing support, site-specific engineering and long-lead equipment procurement.

“ TSAs ” means the BPC TSA and the BWNE TSA.

“ Underrun Amount ” has the meaning set forth in Section A.2(a) of Exhibit A .

“ Valuation Date ” has the meaning set forth in Section D.11(a) of Exhibit D .

“ Withdrawal (Withdraw or Withdrawn) from the Company ” means the complete withdrawal of a Member and any of that Member’s Affiliates’ from the Company and complete termination of that Member’s participation in the Company as a Member, whether in accordance with Section 9.3 (including Exhibit D ) or as a result of that Member transferring all of its Membership Interests to a non-Affiliate in accordance with Article 15 .

B. Rules of Interpretation .

(a) Unless otherwise required by the context in which any term appears:

(i) capitalized terms used in this LLC Agreement have the meanings specified in this Annex I ;

(ii) the singular will include the plural;

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(iii) references to “Articles,” “Sections,” “Annexes,” “Exhibits,” or “Schedules” (if any) will be to articles, sections, annexes, exhibits, or schedules of this LLC Agreement, unless otherwise specified;

(iv) all references to a particular Person will include a reference to that Person’s successors and permitted assigns;

(v) all accounting terms not specifically defined in this LLC Agreement will be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied;

(vi) references to this LLC Agreement will include a reference to all schedules and exhibits to this LLC Agreement, as the same may be amended, modified, supplemented or replaced from time to time;

(vii) references to any agreement, document or instrument will mean a reference to that agreement, document or instrument, and all appendices, annexes, attachments, schedules and exhibits thereto, as in effect from time to time;

(viii) the use of the word “including” in this LLC Agreement to refer to specific examples will be construed to mean “including, without limitation” or “including but not limited to” and will not be construed to mean that the examples given are an exclusive list of the topics covered;

(ix) references to an Applicable Law will mean a reference to the Applicable Law as the same may be amended, modified, supplemented or restated and be in effect from time to time;

(x) references to BWNE or its Affiliates (other than B&WMR) in which BWNE or its Affiliates covenants to take an action or refrain from taking an action is hereby deemed to read that B&WMR will cause BWNE or its Affiliate to take or refrain from taking the referenced action; and

(xi) references to BPC or its Affiliates (other than BNGP) in which BPC or its Affiliates covenants to take an action or refrain from taking an action is hereby deemed to read that BNGP shall cause BPC or its Affiliate to take or refrain from taking the referenced action.

(b) The Members collectively have prepared this LLC Agreement, and none of the provisions of this LLC Agreement will be construed against one Member on the ground that the Member is the author of this LLC Agreement or any part of this LLC Agreement.

[End of Annex I]

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ANNEX II

NOTICE INFORMATION


B&WMR :		Babcock & Wilcox Nuclear Energy, Inc.
		The Harris Building
		13024 Ballantyne Corporate Place
		Charlotte, NC 28277
		Attn: President

With copy to
(which will not constitute notice):		Babcock & Wilcox Nuclear Energy, Inc.
		The Harris Building
		13024 Ballantyne Corporate Place
		Charlotte, NC 28277
		Attn: Assistant General Counsel, BWNE
		Facsimile: (704) 625-4915

BNGP :		BDC NexGen Power LLC
		c/o Bechtel Development Company, Inc.
		5275 Westview Drive
		Frederick, MD 21703
		Attn: President

With copy to
(which will not constitute notice):		Bechtel Power Corporation
		5275 Westview Drive
		Frederick, MD 21703
		Attn: Principal Counsel
		Facsimile: (301) 696-8526

The Company :		Generation mPower LLC
		The Harris Building
		13024 Ballantyne Corporate Place
		Charlotte, NC 28277
		Attn: President & Chief Executive Officer

With copy to
(which will not constitute notice):		Generation mPower LLC
		The Harris Building
		13024 Ballantyne Corporate Place
		Charlotte, NC 28277
		Attn: Legal Department
		Facsimile: (704) 625-4915

ANNEX III

SHARE

Dated as of: February 28, 2011:


Member	Share
B&WMR		90	%
BNGP		10	%

Total:		100	%

EXHIBIT D

TERMINATION AND WITHDRAWAL

In accordance with Section 9.3 of the Generation mPower Limited Liability Company Agreement, dated February 28, 2011 (the “ LLC Agreement ”) to which this Exhibit is attached, this Exhibit D set forth the terms and conditions applicable to Termination of the Program and Withdrawal from the Company of a Member (other than B&WMR). Capitalized terms used and not defined in this Exhibit have the meanings given to those terms in the LLC Agreement. References to “Sections” means sections of this Exhibit, unless otherwise specified.

D.1 Termination of the Program for Significant Adverse Change in Business Prospects .

(a) At any time B&WMR or BNGP each has the right to Terminate the Program by providing notice to the other Members if there has occurred a significant adverse change in the business prospects for nuclear power generally or SMRs in particular or other similar significant adverse changes in the business prospects of the Program and:

(i) the change is outside the control of the Members and their Affiliates; and

(ii) there is no reasonable prospect that the significant adverse change may be remedied or mitigated in the foreseeable future by the Members or their Affiliates exercising reasonable commercial efforts.

(b) For purposes of example and not limitation, a “significant adverse change” under Section D.1(a) would include (A) identification of a fatal systemic flaw in the NSSS design; (B) the refusal or inability of the NRC to docket the DCA; or (C) a persistent failure to obtain design certification from the NRC.

(c) If notice of Termination of the Program has been given under Section D.1(a) , and the cooling-off period described in Section D.6 has expired without a rescission of that notice, then:

(i) each Member will bear the loss of its investment in the Program;

(ii) no Member will be obligated to make any payment to any other Member based on the Termination of the Program; and

(iii) the Company, each Member and their Affiliates will cease all actions in furtherance of the Program (except as required or permitted to Terminate the Program).

Termination of the Program under this Section D.1 will not affect the obligations of the Members or their respective Affiliates under any Customer Contract, any B&W Subcontract, any EPC Subcontract, or any other subcontract under a Customer Contract.

(d) Following a Termination of the Program under this Section D.1 , BNGP or its Affiliates that were Members may remain Members in the Company, unless and until B&WMR elects to liquidate and dissolve the Company. Any dissolution of the Company under this Section D.1(d) may be completed by B&WMR in its sole discretion and will not require Member Approval. At any time after the Program Termination Date, BNGP may unilaterally Withdraw from the Company. At the election of B&WMR at any time after the Termination of the Program under this Section D.1 , any remaining Members will work in good faith with B&WMR to amend the LLC Agreement to reflect the Termination of the Program and reflect the ongoing obligations, if any, of the Members. Following the Program Termination Date, BNGP and its Affiliates may engage in preliminary discussions with Third Parties to perform services in connection with nuclear-fueled power plants constructed using a steam-generating light water SMR of 300 MWe or less per module without being in violation of Section 12.1 of the LLC Agreement, however if BNGP or its Affiliates continue discussions for more than 60 days or execute any agreement (including a term sheet) with a Third Party related to such services, BNGP will then be required to Withdraw from the Company.

D.2 Termination of the Program for Cessation of B&WMR Funding .

(a) B&WMR or BNGP each has the right to Terminate the Program following notification or confirmation by B&WMR to BNGP that either:

(i) the B&WMR or BWC board of directors has ceased funding of the Program for the indefinite future; or

(ii) B&WMR and BWC are unable, for the foreseeable future, to provide funding for the Program.

(b) If notice of Termination of the Program has been given under Section D.2(a) , and the cooling-off period described in Section D.6 has expired without a rescission of that notice, then:

(i) BNGP will be considered to have Withdrawn from the Company as of the Program Termination Date;

(ii) B&WMR will pay BNGP an amount equal to the aggregate amount of investments in the Company made by BNGP and its Affiliates under the JDA and Exhibit A through the Date of Withdrawal; and

(iii) the Company, each Member and their Affiliates will cease all actions in furtherance of the Program (except as required or permitted to Terminate the Program).

Except for the amount, if any, due under the last sentence of Section A.4(b) of Exhibit A , the payment determined under Section D.2(b)(ii) will be BNGP’s exclusive remedy for a Termination of the Program under this Section D.2 . Termination of the Program under this Section D.2 will not affect the obligations of the Members or their respective Affiliates under any Customer Contract, any B&W Subcontract, any EPC Subcontract, or any other subcontract under a Customer Contract.

D.3 BNGP Right to Withdraw for Action by or Event Affecting B&WMR .

(a) BNGP has the right to Withdraw from the Company by providing written notice to B&WMR following:

(i) a material breach of a material provision of the LLC Agreement by B&WMR or its Affiliates; or

(ii) a Change of Control of B&WMR or an Affiliate of B&WMR that results in direct or indirect control of B&WMR or its Affiliate by a Person (or an Affiliate of that Person) that is a BPC Competitor, or that poses a Reputational Risk to the Company, the Program, BNGP or BPC.

(b) For purposes of example and not limitation, a “material breach of a material provision” of the LLC Agreement by B&WMR or one or more of its Affiliates shall have occurred if:

(i) B&WMR or any of its Affiliates breaches the provisions of Article 12 or Section 13.2(a) of the LLC Agreement; or

(ii) there has been a persistent failure of B&WMR or any of its Affiliates, without due cause, to carry out its Development Budget Activities after B&WMR or its Affiliate has received notice of the failure that references Section D.3(a)(i) and has been given a reasonable opportunity to cure the failure.

(c) If a notice of Withdrawal has been given under Section D.3(a) , and the cooling-off period described in Section D.6 has expired without a rescission of that notice, then:

(i) if the Date of Withdrawal occurs before the First Tranche Investment has been contributed in full, B&WMR will pay BNGP an amount equal to the greater of (1) one hundred and fifty percent (150%) of the investments in the Company by BNGP and its Affiliates under the JDA and Exhibit A through the Date of Withdrawal, or (2) $75,000,000.

(ii) if the Date of Withdrawal occurs after the First Tranche Investment has been contributed in full, B&WMR will pay BNGP the greater of (1) an amount equal to the Fair Value of BNGP’s Interest determined in accordance with Section D.11(e) , or (2) $125,000,000.

Except for the amount, if any, due under the last sentence of Section A.4(b) of Exhibit A , the payment determined under this Section D.3(c) will be BNGP’s exclusive remedy for the occurrence of a circumstance described in Section D.3(a) .

D.4 BNGP Right to Withdraw for Company Action or Inaction .

(a) BNGP has the right to Withdraw from the Company by providing written notice to B&WMR following:

(i) a material breach of a material provision of the LLC Agreement by the Company or its Affiliates or, prior to the Design Completion Date, a material breach of a material provision of the BPC TSA by the Company; or

(ii) B&WMR and BNGP reaching an impasse over BNGP’s invocation of its negative control rights under Section 7.5(a) of the LLC Agreement over a proposed Company action and the Company taking the restricted action notwithstanding BNGP’s exercise of its negative control rights.

(b) For purposes of example and not limitation, a “material breach of a material provision” of the LLC Agreement or the BPC TSA by the Company shall have occurred if:

(i) the Company breaches the provisions of Article 12 or Section 13.2(a) of the LLC Agreement; or

(ii) there has been a persistent failure of the Company, without due cause, to pay BPC for work authorized and performed under the BPC TSA (other than de minimis amounts) after the Company has received notice of the failure to pay in accordance with the BPC TSA that references Section D.4(a)(i) and has been given a reasonable opportunity to cure the failure; or

(iii) there has been a persistent failure of the Company, without due cause, to carry out its Development Budget Activities after the Company has received notice of the failure that references Section D.4(a)(i) and has been given a reasonable opportunity to cure the failure.

(c) Subject to Section D.4(d) , if a notice of Withdrawal has been given under Section D.4(a), and the cooling-off period described in Section D.6 has expired without a rescission of that notice, then:

Except for the amount, if any, due under the last sentence of Section A.4(b) of Exhibit A and satisfaction of the payment obligations referenced in Section D.9 , the payment determined under this Section D.4(c) will be BNGP’s exclusive remedy for the occurrence of a circumstance described in Section D.4(a) .

(d) If B&WMR and its Affiliates have in the aggregate less than a 51% Share in the Company (without breach of the LLC Agreement) at the time BNGP elects to Withdraw

from the Company under this Section D.4 , then B&WMR will only be obligated to make the withdrawal payment due under Section D.4(c) if (i) the Company action or inaction that triggered BNGP’s Withdrawal (the “ Subject Action ”) was taken or confirmed by the Board, (ii) prior to the Board taking or confirming the Subject Action the BNGP Director had objected to the Subject Action and identified it as an action that would trigger BNGP withdrawal rights, and (iii) one or more of the Directors designated by B&WMR voted in favor of the Subject Action.

D.5 B&WMR Right to Cause Withdrawal of BNGP .

(a) B&WMR has the right to cause BNGP to Withdraw from the Company by providing written notice to BNGP following:

(i) a material breach of a material provision of the LLC Agreement by BNGP or its Affiliates or, prior to the Design Completion Date, a material breach of a material provision of the BPC TSA by BPC or its Affiliates; or

(ii) a Change of Control of BNGP or an Affiliate of BNGP that results in direct or indirect control of BNGP or its Affiliate by a Person (or an Affiliate of that Person) that is a B&WMR Competitor, or that poses a Reputational Risk to the Company, the Program, B&WMR, BWNE or BWC.

(b) For purposes of example and not limitation:

(i) a “material breach of a material provision” of the LLC Agreement by BNGP or one or more of its Affiliates shall have occurred if BNGP or any of its Affiliates breaches the provisions of Article 12 or Section 13.2(a) of the LLC Agreement; and

(ii) a “material breach of a material provision” of the BPC TSA shall have occurred if there has been a persistent failure of BPC, without due cause, to carry out Development Budget Activities authorized under the BPC TSA after BPC has received notice of the failure that references Section D.5(a)(i) and has been given a reasonable opportunity to cure the failure.

(c) If a notice that BNGP has been caused to Withdraw from the Company has been given under Section D.5(a), and the cooling-off period described in Section D.6 has expired without a rescission of that notice, then:

(i) if the Date of Withdrawal occurs before the First Tranche Investment has been contributed in full, BNGP will pay B&WMR $75,000,000.

(ii) if the Date of Withdrawal occurs after the First Tranche Investment has been contributed in full, BNGP will pay B&WMR $125,000,000.

The payment determined under this Section D.5(c) will be B&WMR’s exclusive remedy for the occurrence of a circumstance described in Section D.5(a) .

D.6 Cooling-Off Period for BNGP & B&WMR . Prior to Termination of the Program or BNGP’s Withdrawal from the Company under Section D.1 , D.2 , D.3 , D.4 or D.5 (except with

respect to BNGP’s unilateral right to Withdraw under Section D.1(d) ), each of B&WMR and BNGP will identify an executive officer who will represent it in connection with this Section D.6 by written notice to the other party. Those executive representatives will negotiate in good faith to resolve the reason(s) for the proposed Termination of the Program or Withdrawal for a period of not less than 60 days from the date that BNGP or B&WMR provides notice to the other that it intends to Terminate the Program, or Withdraw, or cause Withdrawal from the Company, as applicable. If the matter is resolved within the 60-day period (or such extended cooling-off period as may be agreed by the executive representatives), the original notice will be deemed rescinded and of no further effect. If the matter is not resolved within the 60-day period (or such extended cooling-off period as may be agreed by the executive representatives), the noticed Termination of the Program or Withdrawal from the Company, as applicable, will become effective on the 60 ^th day following the date of the original notice (or at the end of any agreed extended cooling-off period) (such effective date the “ Program Termination Date ” or the “ Date of Withdrawal ”, as applicable). If it is proposed that there be a Termination of the Program, except as otherwise agreed by B&WMR and BNGP, all activities under the TSAs and Secondment Agreements will cease during the cooling-off period, other than work with respect to a Customer Contract and any related subcontracts and the minimum amount of work necessary to sustain the Company. If it is proposed that BNGP Withdraw from the Program, except as otherwise agreed by B&WMR and BNGP, all activities under the BPC TSA and Secondment Agreements between BPC and the Company and BPC and BWNE will cease during the cooling-off period, other than work with respect to a Customer Contract and any related subcontracts. To the extent any work is continued during the cooling-off period, all work will continue consistent with past practice in the ordinary course.

D.7 BPC Release and Discharge .

(a) Upon Termination of the Program or BNGP’s Withdrawal from the Company, BPC, BDC and BNGP will be released from any obligation to make any additional investments in the Company under the LLC Agreement.

(b) Upon BNGP’s Withdrawal from the Company, each Member and the Company will, without any further act of any Person, for themselves and on behalf of all present and future Members, be deemed to have released, acquitted, and forever discharged BNGP, BPC, BDC and their Affiliates, and their respective members, managers, employees, officers, directors, shareholders, and agents (collectively, the “ BPC-Affiliated Persons ”), of and from any and all Damages with respect to the acts or omissions of BPC-Affiliated Persons in connection with the LLC Agreement or otherwise in connection with the Program or any Plant, except for (i) obligations of BPC or its Affiliates under EPC Subcontracts and other subcontracts under Customer Contracts (which obligations will be determined by the terms of each such subcontract) and (ii) the Surviving Provisions of the LLC Agreement and any provisions that expressly survive the termination of other related agreements. Following BNGP’s Withdrawal from the Company, B&WMR and the Company will indemnify the BPC-Affiliated Persons for any Damages to the extent they relate to or arise out of any Third Party claim with respect to any acts or omissions described in the immediately preceding sentence. The provisions of Article 16 of the LLC Agreement and Section D.12 will apply to any indemnification under this Section D.7(b) .

(c) Following Termination of the Program or BNGP’s Withdrawal from the Company, B&WMR and the Company will obtain from (i) any architecture, engineering or contractor firm that is engaged by or on behalf of B&WMR or the Company or any of their respective Affiliates in connection with the Program or any Plant or (ii) a Customer that will self-perform architecture, engineering or construction services a release and discharge of the BPC-Affiliated Persons of and from any and all Damages with respect to any work product that was provided directly or indirectly by BPC or any of its Affiliates under the LLC Agreement or the BPC TSA or otherwise (any such work product referred to herein as “ BPC Work Product ”). The release and discharge required by clause (i) will be obtained not later than the date on which the architecture, engineering or constructor firm is engaged, or, under clause (ii), the date on which the Customer Contract is executed.

(d) Following Termination of the Program or BNGP’s Withdrawal from the Company:

(i) Subject to Section D.7(d)(ii) , the Company and B&WMR and their respective Affiliates will not use or include, or permit the use or inclusion of (including through a sale or other transfer), any BPC Work Product in connection with any Plant or any other project in any jurisdiction that does not have an Acceptable Nuclear Liability Regime. It is understood that BPC Work Product will not include design or engineering of the NSSS.

(ii) If (A) an engineering firm is engaged by or on behalf of the Company, B&WMR or any of their respective Affiliates to review some or all of the BPC Work Product and to reissue that BPC Work Product as the new engineering firm’s own work product (after making modifications as the new engineering firm deems appropriate, the reissued work product) (such reissued work product referred to herein, the “ Reissued Work Product ”); (B) such Reissued Work Product identifies the new engineering firm as the engineer of record and makes no reference, directly or indirectly, to BPC or any of its Affiliates; and (C) the Company or B&WMR provides documentary evidence substantiating (A) and (B) above to BPC’s reasonable satisfaction, then the Company, B&WMR and their respective Affiliates may use such Reissued Work Product without restriction at its and their own risk. If B&WMR or its Affiliates engage an engineering firm to prepare the Reissued Work Product, the Company will reimburse B&WMR for any of its costs and expenses in connection with that engagement prior to using any Reissued Work Product.

(iii) BNGP will cease to be entitled to a Generic Design Fee for Plants the FNTP of which is issued after the Date of Withdrawal absent reconstitution of the Program under Section D.10 .

D.8 Transfer of BNGP’s Interest to B&WMR; Payment .

(a) Upon BNGP’s Date of Withdrawal under this Exhibit D , BNGP and its Affiliates will immediately lose all rights as a Member and any rights under the LLC Agreement (including information rights, Board representation or observation rights, loss of any exclusivity rights and other benefits of a Member), except for the right to payment of any amounts due BNGP in accordance with this Exhibit D and as otherwise provided in Section 17.10 of the LLC Agreement. The effect of BNGP’s Withdrawal from the Company on contracts and other

agreements relating to the Program is addressed in Section D.9 . BNGP and any Affiliate of BNGP that holds Membership Interests will transfer to B&WMR or its designee its interests as a Member of the Company upon any termination of BNGP’s and any of BNGP’s Affiliates’ participation in the Company as a Member simultaneously or in connection with receipt of all amounts due and owing to BNGP or any of its Affiliates under the LLC Agreement, the BPC TSA or any Secondment Agreement.

(b) The payment of any amounts due to BNGP in accordance with this Exhibit D will be made as soon as reasonably and commercially practicable following BNGP’s Date of Withdrawal and in no event later than 30 days after the Date of Withdrawal, except as provided in Section D.8(c) .

(c) If the Fair Value of BNGP’s Interest is being determined under Section D.11 , then B&WMR will pay BNGP $125,000,000 within 30 days after the Date of Withdrawal. The remainder of the withdrawal payment (being the total withdrawal payment less the $125,000,000 already paid) will be paid to BNGP as soon as reasonably and commercially practicable following final determination of the Fair Value of BNGP’s Interest under Section D.11 , but in no event later than 180 days following that determination. If the remainder of the withdrawal payment is not paid within 60 days following the Date of Withdrawal, the amount outstanding will accrue interest at the following rates, in each case not to exceed the highest per annum interest rate allowed by Applicable Law and subject to the sentence immediately following this sentence: (i) for the period between 60 and 90 days following the Date of Withdrawal, the Prime Rate plus 3% per annum; (ii) for the period between 90 and 120 days following the Date of Withdrawal, the Prime Rate plus 4% per annum; (iii) for the period between 120 and 150 days following the Date of Withdrawal, the Prime Rate plus 5% per annum; and (iv) for the period between 150 days following the Date of Withdrawal and the payment of the remainder of the withdrawal payment, the Prime Rate plus 6% per annum. If the Fair Value of BNGP’s Interest is not determined by the 60th day following the Date of Withdrawal, each of the time periods referenced in the immediately preceding sentence will be delayed day for day until that determination is made. By way of example, if the Fair Value of BNGP’s Interest is determined on the 75th day following the Date of Withdrawal, the time period in clause (i) above would be the period between 75 and 105 days following withdrawal.

(d) B&WMR may pay the withdrawal payment directly to BNGP or cause the Company to pay the withdrawal payment as a redemption of BNGP’s interest in the Company. The structure of the payment will not reduce the amounts payable to BNGP in accordance with this Exhibit D , and any alternative consideration other than cash will be approved or rejected by B&WMR and BNGP in their sole discretion. Any dispute in connection with a payment due to BNGP in accordance with this Exhibit D will be resolved in accordance with Exhibit E .

D.9 Effect of BNGP’s Withdrawal on Contracts . Except with respect to (i) the obligation to pay all amounts earned and unpaid under the BPC TSA or any Secondment Agreement and (ii) provisions that expressly survive any termination of the applicable agreement, the BPC TSA, the Secondment Agreements (other than the Secondment Agreement between BWNE and the Company) and the Cooperation Agreement will automatically terminate on the Date of Withdrawal and be of no further force or effect. BNGP’s Withdrawal from the Company will not affect the obligations of the Members, BNGP or their respective Affiliates

under any Customer Contract, any B&W Subcontract, any EPC Subcontract, or any other subcontract under a Customer Contract. Notwithstanding BNGP’s Withdrawal from the Company in accordance with this Exhibit D or the transfer of all of its Membership Interests in accordance with Article 15 of the LLC Agreement, the Surviving Provisions of the LLC Agreement will survive and continue in full force and effect with respect to BNGP following the Withdrawal.

D.10 Reconstitution & BNGP’s Right to Participate .

(a) Subject to Section D.10(c) , if the Program is Terminated under Sections D.1(a) or D.2(a) , and the Program is revived or continued by the Company (if still controlled by B&WMR or an Affiliate) or by B&WMR or by any of their respective Affiliates before the 10th anniversary of the Program Termination Date, then:

(i) B&WMR or its Affiliate, as applicable, will provide BNGP with a notice of its intent to revive or continue the Program and, subject to BNGP executing a confidentiality agreement in a form acceptable to B&WMR, a summary, in reasonable detail, of the plans to reconstitute the Program, its proposed development and deployment schedule, any likely changes in design since the Program Termination Date, and a preliminary program budget. B&WMR or its Affiliate, as applicable, will provide BNGP with any other information reasonably requested by BNGP in connection with its evaluation of whether to participate in the reconstituted Program under the Company; and

(ii) BNGP will notify B&WMR within 60 days after receipt of the notice and summary provided to it by B&WMR or its Affiliate, as applicable, and receipt of the information reasonably requested under Section D.10(a)(i) whether it elects to participate in the reconstituted Program. The 60-day review period will commence once B&WMR has responded with the information reasonably requested by BNGP under Section D.10(a)(i) .

(b) If BNGP notifies B&WMR or its Affiliate, as applicable, within the 60-day period that BNGP or its Affiliate elects to participate in the reconstituted Program, then B&WMR or its Affiliate and BNGP will mutually work to reconstitute the Program and promptly execute and deliver an operating agreement of a jointly owned special purpose Delaware limited liability company (or amend the LLC Agreement, if practicable), with the agreement to contain substantially the same terms as the LLC Agreement as prior to the Program Termination Date, including with respect to exclusivity, reflecting the changes described in Section D.10(a)(i) .

(c) If (A) BNGP notifies B&WMR or its Affiliate, as applicable, within the 60-day period provided in Section D.10(a)(ii) that it elects not to participate in the continued development and deployment of the Program, or (B) BNGP fails to provide notice of any decision whether to elect to participate in a reconstituted Program within that 60-day period, or (C) in the case where BNGP Withdraws from the Company under Section D.2 , BNGP does not agree to invest an amount equal to the payment received by BNGP under Section D.2(b) in the reconstituted Program as part of the reconstitution, then B&WMR or its Affiliate may develop and deploy the Program without BNGP, BPC, BDC, or any of their Affiliates.

D.11 Determination of Fair Value of BNGP’s Interest .

(a) If (i) BNGP Withdraws from the Company under Section D.3(a) or Section D.4(a) , and (ii) the First Tranche Investment has been contributed in full, and (iii) BNGP has not provided B&WMR an irrevocable written statement that it has elected to receive the fixed $125,000,000 withdrawal payment under Section D.3(c)(ii)(2) or Section D.4(c)(ii)(2) , as applicable, in lieu of a determination of the Fair Value of BNGP’s Interest under this Section D.11 , then immediately following the Date of Withdrawal, BWNE’s and BDC’s respective Chief Financial Officers or equivalent senior executives will work for 30 days in good faith to mutually agree on the Fair Market Value of the Company as of the Date of Withdrawal (the “ Valuation Date ”). If BWNE and BDC executives fail to reach an agreement on the Fair Market Value of the Company as of the Valuation Date during their 30-day determination period (or such longer period as may be agreed by the Chief Financial Officers), B&WMR will select and identify to BNGP an Appraiser (the “ First Appraiser ”) and BNGP will select and identify to B&WMR an Appraiser (the “ Second Appraiser ”) no later than 10 days after the end of the determination period. The date when both Appraisers have been identified and retained will be the “ Start Date .” B&WMR and BNGP will cooperate, and cause their Affiliates to cooperate, with any Appraisers appointed under this Section D.11 and share with each Appraiser all information relevant to a valuation of the Company as of the Valuation Date, including that information described in Section D.11(c) , and subject to the confidentiality restrictions in Section D.11(c) . On or before the 20th day after the Start Date, the First Appraiser and the Second Appraiser will each determine its preliminary view of the Fair Market Value of the Company in accordance with the criteria set forth in the definitions of those terms in the LLC Agreement, and will consult with each other with respect to their respective preliminary values. On or prior to the 60th day after the Start Date, the First Appraiser and the Second Appraiser will each render to BWNE and BDC their written reports on the Fair Market Value of the Company.

(b) If the higher Fair Market Value determined under Section D.11(a) (the “ High Value ”) is not more than 115% of the lower Fair Market Value determined under Section D.11(a) (the “ Low Value ”), then the Fair Market Value will be the average of the High Value and the Low Value. If the High Value is more than 115% of the Low Value, then, not more than 15 days after the reports, the First Appraiser and the Second Appraiser will together designate a third Appraiser that is independent from B&WMR, BNGP and their respective Affiliates (the “ Third Appraiser ”). The Third Appraiser will not, as of the time of selection, be engaged by, or on behalf of, either B&WMR, BNGP or any of their respective Affiliates, or have previously been engaged by or on behalf of the either B&WMR or BNGP within the last 36 months unless expressly disclosed to and approved by B&WMR or BNGP, as applicable, such approval not to be unreasonably withheld. The Third Appraiser will make a determination of the Fair Market Value of the Company and deliver its written report to BWNE and BNGP (the “ Third Value ”) not more than 30 days after the Third Appraiser is designated. If the Third Value is within the middle one-third of the range of values between the High Value and the Low Value (the “ Mid-Range ”), then the Fair Market Value will be the Third Value. If the Third Value does not fall within the Mid-Range, then the Fair Market Value will be the average of (i) the Third Value and (ii) either (A) the High Value or (B) the Low Value, whichever is closest to the Third Value. In no event will the Fair Market Value be less than the Low Value nor greater than the High Value. The determination of the Fair Market Value under this Section D.11(b) will be final and binding on B&WMR and BNGP and their respective Affiliates.

(c) Promptly following the engagement of each Appraiser under this Section D.11 , each Appraiser will enter into a nondisclosure agreement with B&WMR, the Company and BNGP. B&WMR, the Company and BNGP will provide each Appraiser with written instructions regarding the preparation of its determination of the Fair Market Value of the Company, including a copy of the pertinent provisions of the LLC Agreement. The Company will provide each Appraiser with (i) the Company’s most recent consolidated financial statements, (ii) the most recent financial forecast for the Company and, if before the Design Completion Date, the Development Budget, (iii) a management presentation with respect to the matters set forth in clauses (i) and (ii), and (iv) such other relevant information reasonably requested by an Appraiser for the determination of Fair Market Value. Each Appraiser will receive identical information under this Section D.11(c) , except that the Third Appraiser will also receive copies of the written reports of the First Appraiser and the Second Appraiser described in Section D.11(a) .

(d) All fees, expenses and disbursements of each Appraiser will be the responsibility of the party that engaged that Appraiser. All fees, expenses and disbursements of the Third Appraiser will be shared equally by B&WMR and BNGP.

(e) The “ Fair Value of BNGP’s Interest ” to be paid to BNGP in connection with BNGP’s Withdrawal from the Company under Section D.3(a) or Section D.4(a) , if required under Section D.3(c)(ii)(1) or Section D.4(c)(ii)(1) , is the amount equal to the sum of (i) the Capital Account of BNGP, plus (ii) the product of (x) BNGP’s Share in the Company multiplied by (y) the difference between (A) the total value of the Company as determined under this Section D.11 minus (B) the total Capital Accounts of all members in the Company. This amount will be paid in accordance with Section D.8 .

D.12 Indemnification Provisions for BPC-Affiliated Persons . Promptly after receipt by a BPC-Affiliated Person entitled to indemnification under Section D.7(b) of any claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which any indemnity provided for in Section D.7(b) may apply, the BPC-Affiliated Person will notify B&WMR and the Company in writing of that fact, which will include, to the extent known, the facts constituting the basis for the claim. B&WMR or the Company may, upon written notice to the BPC-Affiliated Person, assume the defense thereof with counsel designated by B&WMR or the Company and reasonably satisfactory to the BPC-Affiliated Person. Notwithstanding the preceding sentence, neither B&WMR nor the Company will be entitled to assume control of the defense of any claim if, in the BPC-Affiliated Person’s good faith judgment: (1) it is advisable for the BPC-Affiliated Person to be represented by separate counsel because a conflict or potential conflict exists between either B&WMR or the Company and the BPC-Affiliated Person; (2) there are defenses that are available to the BPC-Affiliated Person that are likely to conflict with those available to B&WMR or the Company; or (3) the claim involves the potential imposition of a criminal or quasi criminal liability on the BPC-Affiliated Person or the remedy sought in the claim is an injunction, restraining order, declaratory relief or other non-monetary relief against the BPC-Affiliated Person that is separate and distinct from any similar liability asserted with respect to B&WMR or the Company. If B&WMR or the Company is not entitled to assume the defense of a claim, the BPC-Affiliated Person will be entitled to control and assume responsibility for the defense of the claim at the cost and expense of B&WMR and the Company (to the extent such costs and expenses are reasonable). During the pendency of

any matter to which any indemnity provided in Section D.7(b) may apply, the BPC-Affiliated Person will retain authority to approve any and all communications with, and to prevent the submission of any documents to, any Governmental Authority having jurisdiction over the matter, except as otherwise required by Applicable Law, except that the BPC-Affiliated Person will be responsible for any additional delay or incremental costs associated with this review. Without the prior written consent of the BPC-Affiliated Person, neither B&WMR nor the Company will enter into any settlement of any claim for Damages which would lead to liability, impose injunctive or other equitable relief or would create any financial or other obligation on the part of the BPC-Affiliated Person. B&WMR or the Company may accept any settlement without the consent of the BPC-Affiliated Person if the settlement imposes no obligation on a BPC-Affiliated Person and the settlement provides a complete release to the BPC-Affiliated Person and no requirement that the BPC-Affiliated Person acknowledge fault or culpability. Each Party will cooperate in the defense of any claim and will furnish such records, information and testimony as may be reasonably requested in connection therewith, in each case at the expense of B&WMR and the Company (to the extent the expenses are reasonable).

D.13 B&WMR Right to Cause Withdrawal of Other Members .

(a) Except as otherwise expressly provided in a Member’s Subscription Agreement or Joinder Agreement, B&WMR has the right to cause any Member other than B&WMR or BNGP (the “ Other Member ”) to Withdraw from the Company in accordance with this Section D.13 .

(b) If the Program is Terminated under Section D.1(a) or Section D.2(a) , the Other Member’s rights as a Member and under the LLC Agreement will immediately cease, the Other Member will be considered to have Withdrawn from the Company, and its Membership Interests will be automatically and immediately forfeited to the Company, without any action on the part of the Company or the Other Member.

(i) a material breach of a material provision of the LLC Agreement by an Other Member or any of its Affiliates, or a material breach of a material provision of any agreement between the Other Member or any of its Affiliates on the one hand, and the Company or any subcontractor to the Company on the other hand, after that Other Member has received notice of that breach and has been given a reasonable opportunity to cure that breach; or

(ii) a Change of Control of any Other Member or an Affiliate of the Other Member that results in direct or indirect control of that Other Member or its Affiliate by a Person (or an Affiliate of that Person) that is a B&WMR Competitor or a BPC Competitor, or that poses a Reputational Risk to the Company, the Program, B&WMR, BNGP or their respective Affiliates,

then the Other Member and its Affiliates will immediately lose all rights as a Member and any rights under the LLC Agreement (including information rights, Board representation or observation rights, loss of any exclusivity rights and other benefits of a Member), except that the Member will retain the economic interest represented by its Membership Interest as an assignee (as such term is used in Section 18-702 of the Act).

(d) In addition, if there has been a breach or a Change of Control described in Section D.13(c) , the Other Member who breached or that underwent a Change of Control (or a Member who had an Affiliate that breached or that underwent a Change of Control) will immediately make the payment and take the actions as may be set forth in that Member’s Subscription Agreement or Joinder Agreement, as applicable.

(e) Unless otherwise expressly set forth in the applicable agreement, the Withdrawal from the Company by the Other Member does not, in and by itself, terminate any agreement between the Other Member or any of its Affiliates on the one hand, and the Company or any subcontractor to the Company on the other hand, other than the LLC Agreement.

D.14 Exclusive Remedy and Sole Liability .

(a) Except as otherwise set forth in this Exhibit D , if any Member Withdraws from the Company, no Member or the Company will be obligated to make any payment to any other Member or the Company based on the Termination of the Program or the withdrawing Member’s Withdrawal from the Company. Each Member expressly disclaims any right to seek Damages from the other Members or the Company based on the Termination of the Program or the withdrawing Member’s Withdrawal from the Company.

(b) If a Member Withdraws from the Company under this Exhibit D , the provisions of this Exhibit D are the exclusive remedy to that Member for any breach of the LLC Agreement that occurred prior to the Date of Withdrawal (other than breaches of Exhibit F that were not known to that Member on that Date of Withdrawal). Following a breach or default by a Member that triggers withdrawal rights under this Exhibit D , that Member will not be deemed to continue to be in default or breach so long as it remains in compliance with the provisions of this Exhibit D .

[End of Exhibit D]

EXHIBIT E

DISPUTE RESOLUTION

In accordance with Section 17.1 of the Generation mPower Limited Liability Company Agreement, dated February 28, 2011 (the “ LLC Agreement ”) to which this Exhibit is attached, Disputes will be addressed in accordance with this Exhibit E . Capitalized terms used and not defined in this Exhibit have the meanings given to those terms in the LLC Agreement. References to “Sections” mans sections of this Exhibit, unless otherwise specified.

E.1 General Intent of the Parties . Any and all claims, counterclaims, demands, causes of action, controversies or disputes between or among (i) the Company, (ii) a Member or its Affiliates and (iii) another Member (or Members) or their Affiliates relating to the Company or the Program (such parties, the “ Dispute Parties ”) arising out of or in any way relating to the LLC Agreement, the TSAs, or any Secondment Agreement or any other agreement that expressly references this Exhibit E for resolution of any disputes between the parties thereto (the “Subject Agreements” ) (but not the Guarantees or any Customer Contract, EPC Subcontract or B&W Subcontract if the disputed matter involves the Customer) (each a “ Dispute ”) will be addressed in accordance with the procedures of this Exhibit E . Any Dispute Party may seek a preliminary injunction or other provisional judicial remedy if the action is necessary to prevent irreparable harm or preserve the status quo, in which case the Dispute Parties nonetheless will continue to pursue resolution of the Dispute by means of the procedure set forth in this Exhibit E .

E.2 Management Negotiations .

(a) If a Dispute is not resolved in the normal course of business, the Dispute Parties will attempt in good faith to resolve the Dispute promptly by negotiation between executives who have authority to settle the controversy utilizing the following procedure. Any Dispute Party may give the other Dispute Parties written notice of the existence of a Dispute. Within 30 days after delivery of the notice, the Dispute Party receiving the notice will submit to the disputing Dispute Party a written response (the date such response is deemed received pursuant to the notice provisions of the applicable Subject Agreement, the “ Response Date ”). The notice and the response will include (i) a statement of the Dispute Party’s position and a summary of arguments supporting that position and (ii) the name and title of the executive who will represent the Dispute Party in the negotiations (the “ Executive(s) ”) and the name and title of any other Person who will accompany the executive.

(b) Within 10 Business Days of the Response Date, the Executives will establish a mutually acceptable location and date, which date will not be greater than 20 Business Days from the Response Date, to meet. After the initial meeting date, the Executives will meet or otherwise confer, as often and in accordance with such schedule as they reasonably deem necessary, to attempt to resolve the Dispute. All reasonable requests for information made by the Dispute Parties to each other will be honored.

(c) All communication and writing exchanged between the Dispute Parties related to the exchanges and discussions under this Section E.2 are for settlement purposes only and are confidential and will be deemed to be settlement negotiations and subject to Rule 408 of the Federal Rules of Evidence and any similar applicable state law or rule and will not be used or referred to in any subsequent binding adjudicatory process between the Dispute Parties.

E.3 Mediation . If a Dispute is not resolved within 60 days of the Response Date, or if the Dispute Party receiving a notice or a response pursuant to Section E.2(a) , refuses to or does not meet within the 60-day period, except as such deadline may be extended by agreement between the Executives, then any Dispute Party may initiate a request for non-binding mediation of the Dispute under the JAMS International Mediation Rules. The place of mediation will be New York, New York. The Dispute Parties will agree upon a mediator within 20 days after referral of the Dispute to non-binding mediation. If the Dispute Parties cannot agree on a mediator within the 20-day period, a mediator will be selected by JAMS. Compensation of the mediator and other mediation fees, costs, and expenses assessed by JAMS will be borne equally by the Dispute Parties. Each Dispute Party will otherwise pay for its own costs incurred to participate in the mediation.

E.4 Litigation . In the event the Dispute Parties are unable to reach a resolution of a Dispute utilizing the procedures described in Section E.2 or E.3 , then an aggrieved Dispute Party may proceed with litigation in any court of competent jurisdiction including as set forth in Section E.7 .

E.5 Waiver of Jury Trial . Each Member, on its behalf and on behalf of its Affiliates, hereby waives the right to trial by jury with respect to any action relating to or arising out of or in connection with the Subject Agreements.

E.6 Continuation of Joint Development . If any Dispute is being resolved pursuant to this Exhibit E , except for the matter in Dispute, the Dispute Parties will continue to exercise their remaining respective rights and fulfill their remaining respective obligations under the Subject Agreements.

E.7 Jurisdiction . Each Member hereby irrevocably and unconditionally consents to the jurisdiction of any Delaware state court in connection with any suit, action or other proceeding arising out of or relating to the Subject Agreements, or the transactions contemplated thereby. With respect to any Delaware state court, each Member hereby waives and agrees not to assert in any actions or proceedings, to the fullest extent permitted by Applicable Law, (i) any claim of lack of personal jurisdiction; (ii) immunity from any legal process with respect to it or its property; (iii) that the suit, action or proceeding is brought in an inconvenient forum; or (iv) that the venue of the suit is improper.

[End of Exhibit E]

EXHIBIT 31.1

CERTIFICATION

I, Peyton S. Baker, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of BWX Technologies, Inc. for the quarterly period ended June 30, 2015;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

August 5, 2015

/s/ Peyton S. Baker

Peyton S. Baker

President and Chief Executive Officer

EXHIBIT 31.2

CERTIFICATION

I, David S. Black, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of BWX Technologies, Inc. for the quarterly period ended June 30, 2015;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

August 5, 2015

/s/ David S. Black

David S. Black

Senior Vice President and Chief Financial Officer

EXHIBIT 32.1

BWX TECHNOLOGIES, INC.

Certification Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), I, Peyton S. Baker, President and Chief Executive Officer of BWX Technologies, Inc., a Delaware corporation (the “Company”), hereby certify, to my knowledge, that:

(1)

the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.

EXHIBIT 32.2

BWX TECHNOLOGIES, INC.

Certification Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), I, David S. Black, Senior Vice President and Chief Financial Officer of BWX Technologies, Inc., a Delaware corporation (the “Company”), hereby certify, to my knowledge, that:

(1)

(2)

information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.

Exhibit 95

Mine or Operating Name / MSHA
Identification Number

Section
104 S&S
Citations
(#)

Section
104(b)
Orders
(#)

Section
104(d)
Citations
and
Orders
(#)

Section
110(b)(2)
Violations
(#)

Section
107(a)
Orders
(#)

Total Dollar
Value of
MSHA
Assessments
Proposed
($)

Total
Number
of
Mining
Related
Fatalities
(#)

Received
Notice of
Pattern of
Violations
Under
Section
104(e)
(yes/no)

Received
Notice of
Potential
to Have
Pattern
Under
Section
104(e)
(yes/no)

Legal
Actions
Pending
as of
6/30/2015
(#)

Legal
Actions
Initiated
During
Period
(#)

Legal
Actions
Resolved
During
Period
(#)

Revloc Refuse Site
ID # 3608032