ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT

Exhibit 10.1 Progress Energy, Inc. and Florida Power Corporation d/b/a Progress Energy Florida, Inc. ("PEF") have requested confidential treatment for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. Progress Energy, Inc. and PEF have omitted such portions from this filing and filed them separately with the Securities and Exchange Commission. Such omissions are designated as "[***]." ENGINEERING, PROCUREMENT AND CONSTRUCTION
AGREEMENT BETWEEN FLORIDA POWER CORPORATION
DOING BUSINESS AS: PROGRESS ENERGY FLORIDA, INC.
(OWNER) AND A CONSORTIUM CONSISTING OF
WESTINGHOUSE ELECTRIC COMPANY LLC
AND
STONE & WEBSTER, INC.
(CONTRACTOR) FOR AN AP1000 NUCLEAR POWER PLANT Progress Energy Contract No. 414310

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

EXECUTION COPY
Trade Secret; Confidential Information—Subject to Restricted Procedures—No Copies EXHIBITS

EXECUTION COPY
Trade Secret; Confidential Information—Subject to Restricted Procedures—No Copies

ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT      This ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT (the " Agreement ") is entered into as of the 31st day of December, 2008 (the " Effective Date "), by and between FLORIDA POWER CORPORATION, d/b/a PROGRESS ENERGY FLORIDA, INC. (" Owner "), and a consortium consisting of WESTINGHOUSE ELECTRIC COMPANY LLC, a Delaware limited liability company having a place of business in Monroeville, Pennsylvania (" Westinghouse "), and STONE & WEBSTER, INC., a Louisiana corporation having a place of business in Baton Rouge, Louisiana (" Stone & Webster "). Except where the context otherwise requires, Westinghouse and Stone & Webster hereinafter are individually referred to as a " Consortium Member " and collectively as " Contractor ". Owner and Contractor may be referred to individually as a " Party " and collectively as the " Parties ". RECITALS       WHEREAS , Owner desires to develop, license, procure and have constructed a nuclear-fueled electricity generation facility;       WHEREAS , Westinghouse is engaged in the business of designing, developing and supplying commercial nuclear facilities and has developed a pressurized water Nuclear Power Plant known as the AP1000 (the " AP1000 Nuclear Power Plant ") for which the U.S. Nuclear Regulatory Commission has issued a Standard Design Certification in the form of a rule set forth in Appendix D to 10 C.F.R. Part 52;       WHEREAS , Stone & Webster is engaged in the business of designing and constructing industrial and power generation facilities;       WHEREAS , Westinghouse and Stone & Webster desire to assist Owner in the licensing of, and to design, engineer, procure, construct, and test two AP1000 Nuclear Power Plants and related facilities, structures and improvements at an unimproved, "greenfield" site in Levy County, Florida (the " Facility ");       WHEREAS , Owner and Contractor now desire to enter into this Agreement to provide for, among other things, the licensing support, design, engineering, procurement and installation of Equipment (as defined below), and construction and testing of the Facility; and       WHEREAS , Westinghouse, under a separate agreement between Westinghouse and Owner dated the Effective Date, will be supplying Nuclear Fuel and Related Services (as defined below) for the Facility.       NOW, THEREFORE , in consideration of the recitals, the mutual promises herein and other good and valuable consideration received, and as a material inducement for the Parties to enter into this Agreement, the guaranties to be provided to secure the obligations of Westinghouse and Stone & Webster under Section 8.6 , the sufficiency of which the Parties acknowledge, the Parties, intending to be legally bound, stipulate and agree as follows:

ARTICLE 1 — DEFINITIONS For purposes of this Agreement, the following words and expressions shall have the meanings hereby assigned to them, except where the context clearly indicates a different meaning is intended. These definitions may be supplemented by any definitions contained in any of the documents incorporated by reference herein, but in case of any conflict or inconsistencies, the definitions set forth below shall prevail: "Accept," "Accepted" or "Acceptance" by Owner means that Owner has examined or reviewed a deliverable, and has found it to be in accordance with the requirements of this Agreement and Good Industry Practice. However, acceptance of a deliverable by Owner shall not be deemed to be a waiver of any of its rights. "AEA" means the Atomic Energy Act of 1954, as amended, 42 U.S.C. §2011 et seq. "Affiliate" means, with respect to any Party, any other Person that (a) owns or controls, directly or indirectly, the Party, (b) is owned or controlled by the Party, or (c) is under common ownership or control with the Party, where " own " means ownership of fifty percent (50%) or more of the equity interests or rights to distributions on account of equity of the Party and " control " means the power to direct the management or policies of the Party, whether through the ownership of voting securities, by contract, or otherwise. "Agreement" has the meaning set forth in the first paragraph above and shall include all Exhibits, and amendments hereto (including Change Orders). "Agreement Termination Fee" shall have the meaning set forth in Section 22.3(b) . "Ancillary Facilities" means the facilities, structures and improvements at the Site and Nearby Work Areas that are within Contractor’s Scope of Work as provided in Exhibit A but are not part of either Unit. "AP1000 Nuclear Power Plant" has the meaning set forth in the Recitals. "AP1000 Facility Information" means information in the form of electronic databases, documents and drawings that (a) is integral to the Facility design, engineering, licensing, analysis, installation, construction, performance or testing and (b) is necessary or useful for Owner’s licensing, startup, operation, modification and maintenance of the Facility, or training in connection with the Facility. The AP1000 Facility Information shall include the documents listed in Exhibit A, Table 2 , and shall indicate the sources of each database included in the AP1000 Facility Information. From the Effective Date through Final Completion, the AP1000 Facility Information taken as a whole shall reflect the Facility constructed as a part of the Contractor’s Scope of Work. "Appendix B Subcontractors" has the meaning set forth in Section 5.4 . "Award" means the written decision, statement of findings, and ruling of the DRB. "Base ITAAC" shall have the meaning set forth in Section 4.3(a) .

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"Business Day" means every calendar day other than Saturday, Sunday or a legal holiday recognized by the State of Florida. "Chairperson" has the meaning set forth in Section 27.4(c) . "Change" has the meaning set forth in Section 9.1(a) . "Change in Law" means (a) any adoption or change of Law, or any change in the judicial or administrative interpretation of any Laws by a Government Authority, after the Effective Date (excluding any Laws relating to net income Taxes), which is inconsistent or at variance with any Laws in effect on the Effective Date that impacts the Work, (b) the imposition after the Effective Date of any requirement for a new Government Approval or (c) the imposition after the Effective Date of any condition or requirement that impacts the Work (except for any conditions or requirements which result from the acts or omissions of Contractor or any Subcontractor) not required as of the Effective Date affecting the issuance, renewal or extension of any Government Approval. "Change Order" has the meaning set forth in Section 9.4(b) . "Claim" has the meaning set forth in Section 27.1 . "Claim Notice" has the meaning set forth in Section 27.7 . "Combined License" or "COL" means the combined construction permit and operating license to be issued pursuant to 10 C.F.R. Part 52. "Combined License Application" or "COLA" means the COL application for the Units at the Site that has been submitted to the NRC, as such application may be updated or changed from time to time. "Configuration Data" means the Unit-specific data that is supplied by Contractor and used in conjunction with the Software, including without limitation, tuning and set point constants, graphical, pictorial and text files that configure the Software for the specific Unit environment. "Consortium Member" has the meaning set forth in the opening paragraph of this Agreement. "Construction Equipment" means equipment, machinery, tools, materials and/or test equipment to be used in the performance of Contractor’s Scope of Work, until such equipment is no longer needed for tasks associated with Contractor’s Scope of Work, and which will not become a permanent part of the Facility. "Construction and Installation Tests" means the tests conducted as provided in Section 11.2 . "Contract Price" means the sum of the [***] "Contractor" has the meaning set forth in the opening paragraph of this Agreement.

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"Contractor Controlled Insurance Program" or "CCIP" shall have the meaning set forth in Section 16.2(b) . "Contractor Interests" means Contractor and each of the Consortium Members, and its (or their) respective Affiliates, successors and assigns, including any tier of the foregoing, its (or their) Subcontractors of any tier, and employees of all the foregoing, this being limited to any activity connected in any way with this Agreement. "Contractor Permits" means the Government Approvals identified in Exhibit C as Contractor’s responsibility, as well as all other Government Approvals that must be obtained by Contractor in order to complete the Work. "Contractor’s Deductible Portion" shall mean, for each property loss occurrence, the portion of the liability that Contractor is responsible for as provided under the terms and conditions of this Agreement, [***] "Contractor’s Project Director" means the Person who Contractor designates in writing to administer this Agreement on behalf of Contractor, subject to the terms and conditions set forth in Section 3.5(b) of this Agreement. [***] has the meaning set forth in Section 11.5(f). "Cooling Tower Performance Test" has the meaning set forth in Section 11.5(f) . "CPR" means the International Institute for Conflict Prevention and Resolution. "Day" as used in the Agreement means a calendar day and includes Saturdays, Sundays and legal holidays. "Deductions" means the following items associated with Contractor’s bringing the Work to an orderly conclusion following the termination of this Agreement: (a) any rebates, credits or refunds (including Tax refunds) obtained, (b) the net proceeds of any sale or transfer of unused Equipment to a third party, or to another use, or to another AP1000 Nuclear Power Plant project; or (c) any other cost recovery. "Delay Liquidated Damages" has the meaning set forth in Section 13.1 . "Design Control Document" or "DCD" means the AP1000 Nuclear Power Plant Design Control Document, APP-GW-GL-700 (Rev. 17 dated September 22, 2008). "Direct Costs" has the meaning described in Exhibit K . "Direct Pay Documentation" has the meaning set forth in Section 26.3 . "Dispute Resolution" means the process for settling disputes between Owner and Contractor as set forth in Article 27 .

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"Dispute Resolution Board" or "DRB" means the standing panel of neutrals to be appointed under Section 27.4 . "Documentation" means, at any date of determination, the applicable technical or operational databases, drawings, documents or other materials in printed or electronic format existing on such date (other than drafts for which a subsequent draft or final version exists that does not require the prior drafts for the determination of any conclusions contained therein) and that are, or are required hereunder to be, prepared by Contractor in connection with the Work, including all documents that Contractor has agreed to provide in its Scope of Work as set forth in Exhibit A, Table 2 and the other AP1000 Facility Information, specifications (including the Specifications), schedules (including the Project Schedule), schematics, drawings (including "as built" drawings of buildings, structures, plant operating equipment and ancillary plant Equipment), blueprints, memoranda, letters, notes, isometrics, flow charts, logic diagrams, graphs, studies, system descriptions, lists, charts, diagrams, standards, criteria, assumptions, measurements, procedures (including test procedures), instructions, reports, test data and results, analyses, calculations, formulas, computations, plans, empirical and other correlations, models, manuals (including software manuals and Facility Manuals), procedures (including Maintenance Procedures and Operating Procedures), and training materials. "DOE" means the U.S. Department of Energy and its staff. "Effective Date" means the date of this Agreement first above written. "Employee Concerns Program" has the meaning set forth in Section 24.8 . "Employment Taxes" has the meaning set forth in Section 26.1 . "Enrolled Parties" means any Person that is enrolled in the OCIP or CCIP (as applicable) as provided in Exhibit BB . "Equipment" means the machinery, computer hardware and its associated Software, apparatus, components, articles, Mandatory Spare Parts, Optional Spare Parts that are added to Contractor’s Scope of Work, materials, and items of any kind that will, or in the case of spare parts may, become a permanent part of the Facility to be provided by the Contractor to Owner under this Agreement, but excluding the Nuclear Fuel and Related Services. "Equipment Warranty" has the meaning set forth in Section 14.1(a) . "Equipment Warranty Period" shall mean the Standard Equipment Warranty Period, or the Extended Equipment Warranty Period, as applicable. "Established Target Price" has the meaning set forth in Section H.1.2 of Exhibit H . "Excluded Parties" has the meaning set forth in Section BB.2(c) of Exhibit BB . "Exhibit" means each one of the documents Exhibits A through EE , annexed to this Agreement. "Extended Equipment Warranty" has the meaning set forth in Section 14.1(a) of this Agreement.

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"Extended Equipment Warranty Period" has the meaning set forth in Section 14.4(a) . "Facility" means the Unit(s) and the Ancillary Facilities, and is more fully described in Exhibit A . [***] "Facility Manuals" means those manuals to be provided by Contractor for use by the Owner or the Operator in connection with the operation, testing and maintenance of the Facility. "Factory Test" means those tests normally performed at the place of manufacture of the Equipment. "Final Completion" means, with respect to a Unit, that such Unit has achieved all of the conditions set forth in Section 12.7 . "Final Payment Invoice" has the meaning assigned in Section 8.2 . [***] "First Wave Utility Customers" means each of the following companies, provided such company executes, prior to December 31, 2009, an engineering, procurement, and construction contract with Contractor for the design, engineering, procurement and construction of one or more AP1000 Nuclear Power Plants: Duke Power Company LLC, Georgia Power Company, South Carolina Electric & Gas Company and Owner. [***] "Force Majeure" means any event or condition beyond the reasonable control of a Party which impacts or delays a Party in performance of its obligations under this Agreement, and which could not have been avoided or overcome after exercising commercially reasonable efforts, including but not limited to the following:           (a) An act of God, including landslide, lightning, earthquake, fire, explosion, flood, unusual or severe weather conditions, including hurricanes, ice storms, and tornadoes;           (b) Acts of a public enemy, war, blockade, embargo, insurrection, riot or civil disturbance, sabotage or similar occurrence or any exercise of the power of eminent domain, police power, any act of terrorism, epidemic, condemnation or other taking by or on behalf of any public, quasi-public or private entity;           (c) Strikes or other concerted labor actions that are not due to the breach of a labor contract or violation of any Law or other fault of the Party claiming the Force Majeure event or any of its Affiliates or Subcontractors;           (d) The suspension, termination, interruption, denial, delay in obtaining or failure of renewal or issuance of any Government Approval relating in any way to the Work or operation of the Facility not caused by the Party claiming the Force Majeure event, provided that the affected Party has made timely application for the Government Approval and has taken commercially reasonable efforts to obtain and maintain any such Government Approval;

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          (e) An order or other action by a Government Authority that was not caused by the Party claiming the Force Majeure;           (f) Delay due to accidents in shipping or transportation of major or specialized equipment or materials for which substitutes are not readily available, provided that Owner or Contractor and its Subcontractors (as applicable) acted reasonably in their selection and direction of the party or parties that provide such shipping or transportation services; and           (g) Any reasonably necessary precautionary actions (including evacuation) taken in connection with the foregoing. Subject to all conditions set forth herein, Force Majeure includes the failure of any Subcontractor to deliver Equipment or perform Work to the extent such failure is caused by one of the above described events or circumstances; however, if a Subcontractor’s failure to deliver or perform is not caused by such an event or circumstance, then such failure to deliver or perform will not constitute a Force Majeure event. For purposes of clarification, it is expressly agreed that Force Majeure includes the failure of Westinghouse to provide Nuclear Fuel and Related Services as required under the Contract for the Supply of Nuclear Fuel and Related Services, between Westinghouse and Owner entered into as of the Effective Date, to the extent such failure is caused by one of the above described events or circumstances; however, if Westinghouse’s failure to provide Nuclear Fuel and Related Services as required under the above mentioned Fuel Supply Contract is not caused by such an event or circumstance, then such failure to deliver or perform will not constitute a Force Majeure event. Force Majeure does not include economic hardship or financial inability to make a payment; and does not include an event or condition that is the result of the willful misconduct, negligence or unlawful conduct of, or the breach of this Agreement by the Party claiming Force Majeure or its Subcontractors performing Work at the Site or Nearby Work Areas or otherwise under the Party claiming Force Majeure’s control at such Party’s facilities. "Full Notice to Proceed" means the written notice that Owner gives to Contractor fully authorizing Contractor to proceed with all Work. "G&A" has the meaning set forth in Exhibit K to this Agreement. "Good Industry Practices" means any of the practices, methods, standards and acts engaged in and generally acceptable to the nuclear power industry in the United States (including practices related to providing the design, construction, manufacturing and delivery of electrical, steam, environmental, and other equipment, facilities and improvements and related technical services and training for nuclear facilities in the United States similar to the Facility) prevailing at the time the Parties entered into this Agreement or, if higher, at the time Contractor performs any Work under this Agreement that, in the exercise of reasonable judgment in light of the facts known or that should have been known at the time a decision was made, could have been expected to accomplish the desired result, consistent with Laws, good business practices, reliability, economy, safety and expedition. Provided, that if subsequent to entering into this

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Agreement changes occur in Good Industry Practices which require Contractor to change from the originally anticipated plans and practices and which result in Contractor being obligated to use new or revised plans or practices or have greater cost or difficulty, then such a change shall be treated as a Change for purposes of this Agreement and Article 9 . "Government Approval" means any authorization, consent, approval, clearance, license, ruling, permit, tariff, certification, exemption, filing, variance, order, judgment, no-action or no-objection certificate, certificate, decree, decision, declaration or publication of, notices to, confirmation or exemption from, or registration by or with any Government Authority relating to the design, engineering, procurement, transporting, delivering, construction, testing, financing, completion, ownership or operation of the Facility or any part thereof. "Government Authority" means any federal, state, county, city, local, municipal, foreign or other government or quasi-governmental authority or any department, agency, subdivision, court or other tribunal of any of the foregoing that has jurisdiction over Owner, Contractor, the Facility or the activities that are the subject of this Agreement. "Guaranteed Substantial Completion Date" for each Unit means the date set forth for such event in the Milestone Performance Schedule. "Hazardous Materials" means any substance or material regulated or governed by any Governmental Authority, or any substance, emission or material now or hereafter deemed by any court or Governmental Authority having jurisdiction to be a "regulated substance", "hazardous substance", "toxic substance", "pesticide", "hazardous waste", or any similar classification, including by reason of deleterious properties, ignitability, corrosivity, reactivity, carcinogenicity, or reproductive toxicity, and shall include those substances defined as a "source", "special nuclear" or "by-product" material pursuant to Section 11 of the AEA (42 U.S.C. Section 2014 et seq.) and those substances defined as "residual radioactive material" in Section 101 of the Uranium Mill Tailings Radiation Control Act of 1978 (42 U.S.C. Sections 7901 et seq .). "Incentive Program Milestone Dates" means the dates specified for the completion of the Incentive Program Milestones listed in Attachment 2 to Exhibit H . "Industry Codes and Standards" means the codes and standards of any technical society, organization or association, or codes and standards of any Governmental Authority: (a) that are set forth or referenced in the DCD and applicable Specifications, or (b) that may otherwise apply to performing the Work in accordance with Good Industry Practices, including the codes and standards referenced in Exhibit N . "Insolvent" means, with respect to a Person, that such Person (a) makes any general assignment or any general arrangement for the benefit of creditors, (b) files a petition or otherwise commences, authorizes, defaults as to or acquiesces in the commencement of a case, petition, proceeding or cause of action under any bankruptcy, insolvency or similar law for the protection of debtors or creditors, or has such a case, petition, proceeding or cause of action involuntarily filed or commenced against it and such case, petition, proceeding or cause of action is not withdrawn or dismissed within sixty (60) Days after such filing, (c) otherwise becomes adjudicated a debtor in bankruptcy or insolvent (however evidenced), (d) is unable (or admits in

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writing its inability) generally to pay its debts as they become due, (e) is dissolved (other than pursuant to a consolidation, acquisition, amalgamation or merger), (f) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, acquisition, amalgamation or merger), (g) seeks, or becomes subject to the appointment of an administrator, provisional liquidator, conservator, assignee, receiver, trustee, custodian or other similar entity or official for all or substantially all of its assets, (h) has a secured party take possession of all or substantially all of its assets or has a distress, levy, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all of its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within sixty (60) Days thereafter, (i) causes or is subject to any event with respect to which, under the applicable laws of any jurisdiction, said event has an analogous effect to any of the events specified in clauses (a) to (h) (inclusive); or (j) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts. "ITAAC" means the inspections, tests and analyses and their associated acceptance criteria which are approved and issued by the NRC for the Facility pursuant to 10 CFR §52.97(b)(1). "Key Personnel" means those Contractor personnel performing Work under this Agreement as defined in Section 3.5(b) . "Law" means (a) any constitution, statute, law, rule, regulation, code, treaty, ordinance, judgment, decree, writ, order, concession, grant, franchise, license, agreement, directive, guideline, policy, requirement, or other governmental restriction or any similar form of decision of or determination by, or any binding interpretation or administration of any of the foregoing by, any Government Authority, whether now or hereafter in effect or (b) any requirements or conditions on or with respect to the issuance, maintenance or renewal of any Government Approval or applications therefore, whether now or hereafter in effect. "Licensing Basis" means the NRC requirements applicable to the Facility as set forth in, until such time as the COL is issued, the DCD and, upon its issuance, the COL. "Lien" means any lien, mortgage, pledge, encumbrance, charge, security interest, option, right of first refusal, other defect in title or other restriction of any kind or nature arising out of the supply or performance of the Work by Contractor or its Subcontractors. "Maintenance Procedures" means the procedures, written or electronic, required to perform predictive, corrective, and preventive maintenance of the Facility systems, Equipment, components and structures, and those procedures required for calibration and testing of instrumentation and measurement systems and other Equipment and components that are required for operation and maintenance of the Facility. "Major Subcontractor" means any Subcontractor that is listed in Exhibit P-1 that is eligible to supply and actually supplies, the Equipment or Services identified in such Exhibit. Eligibility requirements for Major Subcontractors are set forth in Section 3.7 of this Agreement. "Mandatory Spare Parts" means those spare parts as set forth in the completed list of Mandatory Spare Parts, such list to be provided by Contractor in accordance with Section 3.6(d)(i) .

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"Master Contract" means, (a) with regard to Westinghouse, Master Contract Number 3382 (General Terms and Conditions for Furnishing Equipment and Services) between Carolina Power & Light Company and Westinghouse Electric Company, LLC, effective as of November 1, 2000, as amended; and (b) with regard to Stone & Webster, Master Contract Number 300968 between Progress Energy Service Company, LLC as agent for Progress Energy Carolinas, Inc. and Progress Energy Florida, Inc. and Stone & Webster dated February 14, 2007. "Maximum Liability Amount" has the meaning assigned in Section 17.2 . "[***] has the meaning assigned in Section 11.5(e)(ii). "[***]" has the meaning set forth in Section 11.5(i) . "Mechanical Completion" has the meaning assigned in Section 12.2(a) . "Member" has the meaning set forth in Section 27.4 . "Milestone Payment" means the payment due with respect to a completed Payment Milestone. "Milestone Payment Schedule" means the schedule of Milestone Payments to be paid by Owner after completion of each Payment Milestone for the [***] portions of the Work, as set forth in Exhibit F-1 . "Milestone Performance Schedule" means the schedule of Performance Milestones for completion of the Work as set forth in Exhibit E. "[***]" shall have the meaning set forth in Section 11.5(d)(iv) . "[***]" has the meaning assigned in Section 11.5(d)(iv) . "Moisture Carryover" has the meaning assigned in Section 11.5(e)(i). "Moisture Carryover [***]" has the meaning assigned in Section 11.5(e)(ii) . "Moisture Carryover Test" has the meaning assigned in Section 11.5(e)(i). "Nearby Work Areas" means the premises that are owned, controlled or leased by the Owner that are adjacent to the Site where the Facility is to be built, as more specifically described in Exhibit R-2. "Net Unit Electrical Output" means the electrical power of the Unit operating under normal conditions as specified in Exhibit L , measured at the high voltage side of the main step up transformer, after deducting the auxiliary electrical loads of the Unit as specified in Exhibit L . "Net Unit Electrical Output Guarantee" has the meaning assigned in Section 11.5(d)(ii) . "Net Unit Electrical Output Test" means the electric output test or tests that are performed in accordance with Section 11.5(d)(i) .

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"Notice" has the meaning assigned in Article 28 . "NRC" means the U.S. Nuclear Regulatory Commission and its staff. "Non-Standard Plant" means the portions of the Facility that are not part of the Standard Plant. "Non-Standard Plant Design Documentation" has the meaning set forth in Section 3.8(b) . "NSSS Thermal Performance Test" has the meaning assigned in Section 11.5(k) . "Nuclear Fuel" means the nuclear fuel designed and fabricated for the Facility. "Nuclear Fuel and Related Services" means the fabricated nuclear fuel, nuclear fuel assemblies and any related services to be supplied by Westinghouse under the Contract for Supply of Nuclear Fuel and Related Services between Westinghouse and Owner entered into as of the Effective Date. "Nuclear Incident" means any occurrence that causes bodily injury, sickness, disease or death, or loss of or damage to property, or loss of use of property, arising out of or resulting from the radioactive, toxic, explosive, or other hazardous properties of source material, special nuclear material, or by-product material which is used in connection with the operation of the Facility. "Source material", "special nuclear material", and "by-product material", as applicable to this Agreement shall have those meanings assigned by the AEA. "NuStart" means NuStart Energy Development, LLC. "NuStart Work" has the meaning set forth in Section 3.2(c) . "Operating Cycle" means the time period beginning, and the time period subsequently ending, when the breaker is closed after the Unit has completed a scheduled refueling outage. The first Operating Cycle begins on the date that the Unit achieves Substantial Completion. "Operating Procedures" means the procedures, written or electronic, required to operate the Facility under normal, abnormal, emergency, shutdown or startup conditions. "Operator" means the Owner and/or operator of the Facility, it being understood that Contractor shall not be deemed to be the Operator of the Facility under any circumstances. "Optional Spare Parts" means those spare parts (other than Mandatory Spare Parts) that (a) may be recommended for the Equipment in connection with major maintenance of such Equipment, such as periodic overhaul, or (b) based on Good Industry Practices, could reasonably be expected to fail and the procurement of which, based on Good Industry Practices, could reasonably be expected to require longer lead times to obtain from the original equipment manufacturers. "OSHA" has the meaning assigned in Section 23.3 . "OSHA Standards" has the meaning assigned in Section 23.3(b) . "Owner" has the meaning set forth in the opening paragraph of this Agreement.

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"Owner Controlled Insurance Program" or "OCIP" shall have the meaning set forth in Section 16.2(a) . "Owner Designated Person" has the meaning set forth in Section 5.7 . "Owner Engineer" means the Person(s) who is anticipated to or will have access to Contractor Proprietary Data (including Non-Disclosable Information), and who is selected by Owner to perform construction and design and/or plant operation phase services for Owner in connection with the Facility and solely for Facility Purposes, who is subject to the prior written approval of Contractor and who has entered into a non-disclosure agreement with Contractor and Owner relative to AP1000 Facility Information, the terms of which are equivalent to those set forth in Exhibit O . "Owner Held Contingency" or "OHC" means [***] being held by Owner in accordance with the provisions of Section 9.1 and Exhibit H . "Owner Hold Points" means the points during the performance of the Work where Contractor is required to cease further Work in a particular area until Owner has conducted specific inspections or surveillance of the Work as set forth in Section 5.9 . "Owner Permits" means the Governmental Approvals identified in Exhibit C as being Owner’s responsibility, as well as all other Governmental Approvals that are required to be obtained by Owner for the licensing, ownership or operation of the Facility. "Owner’s Project Director" means the Person who Owner designates in writing to act on behalf of Owner under this Agreement. "Owner’s Property" has the meaning set forth in Section 24.4(b)(ii) . "Owner Witness Points" means the points during the performance of the Work where Contractor is required to provide Owner Notice and an opportunity to conduct specific inspections or surveillance of the Work as set forth in Section 5.9 . "Owner Witness and Hold Points" means collectively the Owner Hold Points and the Owner Witness Points. "Parent Company Guarantee" means each of the guarantees to be supplied by Westinghouse and Stone & Webster to Owner as provided in Section 8.6 of this Agreement. "Party" and "Parties" has the meaning set forth in the opening paragraph of this Agreement. "Payment Milestone" means any one of the specified events in the execution of the Work as set forth in Exhibit F-1 . "Performance Guarantees" means [***], the Net Unit Electrical Output Guarantee, [***]. "Performance Incentive Plan" means the performance incentive plan described in Exhibit H .

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"Performance Liquidated Damages" means the liquidated damages paid pursuant to Section 11.5 for failure to meet the respective Performance Guarantees. "Performance Milestone" means any one of the specified events in the execution of the Work as set forth in Exhibit E . "Performance Tests" means each of the Performance Tests to be conducted as provided in Section 11.5 . "Performance Test Procedures" has the meaning assigned in Section 11.5(a) . "Permitted Contractor Change" has the meaning set forth in Section 9.5(a) . "Permitted Use" means use solely in connection with the Facility, including but not limited to for the purpose of constructing, operating, licensing, trouble-shooting, maintaining, modifying, repairing, moving fuel, decommissioning, testing, or ensuring the safety of the Facility, redundant systems, training systems and simulators associated with the Facility, training Permitted Users and their employees, or complying with applicable Law. "Permitted Users" means Owner, its employees, Owner Engineer, seconded employees and staff augmentation contractors, through multiple tiers, engaged by Owner who have executed a written non-disclosure agreement substantially in the form set forth in Exhibit O or are otherwise under an obligation to Owner consistent with the provisions of Exhibit O to maintain the confidentiality of Owner’s or Owner’s suppliers’ proprietary information. For purposes of this definition, Owner’s seconded contractors shall not include Contractor’s competitors, unless such competitors are permitted access to Contractor’s Proprietary Data pursuant to this Agreement. "Person" means any individual, corporation, company, partnership, joint venture, association, trust, unincorporated organization or Government Authority. "Personnel" means, with respect to a Person, such Person’s employees, agents, personnel, representatives, invitees, subcontractors, vendors and any other third party independent contractors with whom such Person has employed or contracted, and its agents’, representatives’, invitees’, subcontractors’, vendors’ or third party independent contractors’ respective employees, agents, personnel, representatives, invitees, subcontractors, vendors or third party independent contractors. "Phase I" means the portion of the Work described in Section 3.2 . "Phase II" means the portion of the Work described in Section 3.3 . "Preferential Rights Agreement" has the meaning set forth in Section 19.1(b). "Plant Conversion Work" has the meaning set forth in Section 22.7(c) . "Preferred Major Subcontractor" has the meaning set forth in Section 3.7(a) . "Preoperational Test Completion" has the meaning set forth in Section 12.3(a) .

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"Preoperational Tests" means the tests conducted as provided in Section 11.3 . "Price Adjustment Provisions" means the terms set forth in Article 7 and Exhibit J . "Prime Rate" means, as of a particular date, the prime rate of interest as published on that date in the "Money Rates" section of The Wall Street Journal, and generally defined therein as "the base rate on corporate loans posted by at least seventy-five percent (75%) of the nation’s 30 largest banks." If The Wall Street Journal is not published on a date for which the interest rate must be determined, the prime interest rate shall be the prime rate published in The Wall Street Journal on the nearest-preceding date on which The Wall Street Journal was published. If The Wall Street Journal discontinues publishing a prime rate, the prime interest rate shall be the prime rate announced publicly from time to time by Bank of America, N.A. or its successor. "Profit" means the aggregate of the profit for Contractor for each element of the Contract Price as determined in accordance with Exhibit H . "Progress Payments" has the meaning set forth in Exhibit F-1 . "Project Execution Plan" or "PEP" has the meaning set forth in Section 3.5(m) . "Project Insurance Manual" means the manual that describes the OCIP or CCIP (as applicable) and related administrative procedures to be followed by all Enrolled Parties, as more fully described in Exhibit BB . "Project Policies and Procedures" means the policies and procedures that generally apply to and govern all activities at the Site and Nearby Work Areas, to be established by the Parties in accordance with the provisions set forth in Section 3.12 of this Agreement. "Project Schedule" means the detailed schedule for performance of the Work to be established by Contractor and Owner under Section 3.4(c) . "Proprietary Data" means any and all information, Documentation, software, matter or thing of a secret, confidential or private nature relating to the business of the Providing Party or its Affiliates, including matters of a technical nature (such as know-how, processes, data and techniques), matters of a business nature (such as information about costs, profits, markets, sales, customers, suppliers, the parties’ contractual dealings with each other and the projects that are the subject-matter thereof), matters of a proprietary nature (such as information about patents, patent applications, copyrights, trade secrets and trademarks), other information of a similar nature, and any other information which has been derived from the foregoing information by the Receiving Party; provided, however, that Proprietary Data shall not include information which: (a) is legally in possession of the Receiving Party prior to receipt thereof from the Providing Party; (b) the Receiving Party can show by suitable evidence to have been independently developed by the Receiving Party or its Affiliates or their Personnel; (c) enters the public domain through no fault of the Receiving Party or others within the Receiving Party’s control; (d) is disclosed to the Receiving Party, without restriction or breach of an obligation of confidentiality to the Providing Party or (e) is legally required to be disclosed provided that the Receiving Party subject to an order requiring such disclosure uses its commercially reasonable efforts to notify the Providing Party of any request or subpoena for the production of any Proprietary Data and

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provides such other Party with an opportunity to resist such a request or subpoena, obtain a protective order, or minimize the amount of information that is to be produced. Information that is disclosed in a written or other fixed form must be clearly marked as proprietary, confidential or the like, in order to be considered Proprietary Data. Information that is disclosed verbally must be reduced to writing, clearly marked as proprietary, confidential or the like, and delivered to the Receiving Party by the Providing Party within ten (10) Days from the date of disclosure in order to be considered Proprietary Data. "Proprietary Data Agreement" has the meaning set forth in Section 19.1(h) . "Providing Party" has the meaning set forth in Section 19.1(a) . "Pro Rata Profit" means the portion of the Profit that is associated with a specific portion of the Work. "Punch List" has the meaning assigned in Section 12.6 . "Qualified Entity" has the meaning set forth in Exhibits M-1 and M-2 . "Qualified Lender" is a commercial lender in the business of providing financing for power generation projects that has executed a non-disturbance agreement, in form and substance reasonably acceptable to Contractor, in which lender agrees that it will not dispute or disturb Contractor’s rights under this Agreement except as permitted under the terms and conditions of this Agreement, and agrees to exercise any foreclosure or other transfer of ownership interest rights in a manner so that the "replacement owner" meets the criteria of a Qualified Replacement Owner. "Qualified Replacement Owner" means a Person that: (a) prior to and immediately following the relevant sale, merger, acquisition or consolidation will have a creditworthiness and financial ability to make the payments under this Agreement that is equal to or greater than that of Owner, (b) has the operational ability and experience necessary to perform the other obligations of the Owner under this Agreement, and (c) has executed an enforceable written agreement in which such Person assumes all obligations and liabilities of Owner under this Agreement that may arise on and after the effective date of such agreement. "Quality Assurance Program" has the meaning set forth in Section 5.1(a) . "[***]" has the meaning set forth in Section 11.5(g) . "Reactor Coolant Pump Flow Measurement Tests" means the tests to be conducted as provided in Section 11.5(g) . "Ready for Performance Test Date" has the meaning set forth in Section 11.6 . "Ready for Start-up Test Date" has the meaning set forth in Section 11.4(d) . "Reasonably Prudent Contractor" means a reasonably prudent contractor experienced in the design, supply, installation or construction of nuclear-fueled electric-generating power facilities in the United States or, to the extent applicable, other nuclear-fueled electric power generation facilities and exercising Good Industry Practices.

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"Receiving Party" has the meaning set forth in Section 19.1(a) . "Recipient" has the meaning set forth in Section 19.1(h) or (j) . "Restructured Award Agreement" has the meaning set forth in Section 3.2(c) . "Sales Tax" means any Florida or other Government Authority sales, use or similar tax imposed on Contractor, any Subcontractor or Owner with respect to the Work. "Scope of Work" means the scope of work and supply and division of responsibilities between Owner and Contractor set forth in Exhibit A . "Services" means the labor, transportation, packaging, storage, designing, drawing, creating, engineering, architectural, management, demolition, site preparation, construction, commissioning, installing, testing, equipping, verification, training, procurement and other work, services and actions performed by Contractor (whether at the Site, the Nearby Work Areas or otherwise) under this Agreement but excluding any Nuclear Fuel and Related Services. Without limiting the generality of the foregoing, design work performed by Contractor hereunder shall include applicable AP1000 Nuclear Power Plant design work performed by Contractor or its Subcontractors that is associated with the Facility, irrespective of the fact that it was performed prior to the Effective Date. "Services Warranty" has the meaning set forth in Section 14.2(a) . "Services Warranty Period" has the meaning set forth in Section 14.4(b) . "SGA" means Westinghouse’s sales, general and administrative costs developed as provided in Exhibit K . "Shaw" means The Shaw Group, Inc. "Short Operation Period" has the meaning set forth in Section 11.5(k) . "Site" means the premises (or portion thereof) owned, controlled or leased by the Owner on which the Facility will be located, as more specifically described in Exhibit R-1 . "Site, Nearby Work Areas and Transportation Assumptions" means the Site, Nearby Work Areas and transportation assumptions that are described in or referenced in Section 3.5(l) . "Site Subcontractor List" has the meaning set forth in Section 3.7(d) . "Software" means the computer programs, procedures, rules or routines embodied in computer programs, databases (excluding Configuration Data) and related computer files provided to Owner by Contractor or its Subcontractors in performance of the Work, as furnished and as installed as a part of each Unit as of the date of Final Completion. Software shall also mean bug

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fixes, error-correction releases, updates, upgrades, enhancements, modifications, changes, new versions and replacements thereof if provided from time to time by or on behalf of Contractor or its Subcontractors either before or after the date of Final Completion. Software includes: (a) " Base Software ", which consists of the standard AP1000 Nuclear Power Plant programs and tools that provide basic Facility system functions. Base Software includes tools used to develop control strategies (e.g., function blocks, standard control algorithms, rules, etc.), operator graphics (e.g., symbol libraries), and database entries. (b) " Application Software ", which consists of the project-specific implementation of the Facility requirements using the object code and tools provided by the Base Software or Third-Party Software. The Application Software is specific to a particular Unit, which shall be delivered to Owner in human readable and machine readable formats. (c) " Third-Party Software ", which consists of that portion of the Software which is developed and owned by a third party. "Software Documentation" means any: (i) materials created by or on behalf of Contractor or its Subcontractors and furnished to Owner as a part of the Work that describe or relate to the functional, operational, or performance capabilities of the Software regardless of whether such materials be in written, printed, electronic or other format; and (ii) user, operator, system administration, technical, support and other manuals relating to the Software, including but not limited to functional specifications, help files, flow charts, logic diagrams, programming comments, and acceptance plans, if any. "Software Warranty" means the Software Warranty set forth in Section 14.7 . "Software Warranty Period" has the meaning assigned in Section 14.7 . "Specifications" means the design specifications and associated drawings, and changes thereto, prepared by Contractor or its Subcontractors and associated with the Work or the Facility. "Staffing Plan" has the meaning set forth in Section 9.1(h). "Standard Equipment Warranty Period" shall have the meaning set forth in Section 14.4(a)(i) . "Standard Plant" means the plant design features and buildings or structures of the AP1000 Nuclear Power Plant as shown and described in Figure 1 of Exhibit A , as further described in the DCD. "Standard Plant Design Documentation" has the meaning set forth in Section 3.8(a) . "Start-up Tests" means the tests conducted as provided in Section 11.4 . "Start-up Test Completion" has the meaning set forth in Section 12.4(a) . "[***]" has the meaning assigned in Section 11.5(h) ."Steam Generator Zero Leakage Tests" means the tests to be conducted as provided in Section 11.5(h) .

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"Stone & Webster" has the meaning set forth in the opening paragraph of this Agreement. "Stop Work Order" has the meaning set forth in Section 5.13 . "Subcontract" means any contract, purchase order or other writing between Contractor and any Subcontractor under which the Subcontractor performs or provides any portion of the Work. "Subcontractor" means any Person other than Contractor performing or providing any portion of the Work, hired by Contractor or hired by a Person hired by Contractor and including any subcontractor of every tier, and every materialman, vendor or supplier of every tier. "Substantial Completion" means that the Unit and to the extent applicable the Ancillary Facilities shall have achieved all the conditions set forth in Section 12.5(a) . "System" means each discrete set of Equipment and/or structure (or, where appropriate, an individual piece of Equipment and/or structure) that will be turned over to Owner after satisfactory completion of all applicable Construction and Installation Tests, as provided in Section 12.1(a) . "Target Price" means the portion of the Contract Price identified as the Target Price portion in Article 6 as described in Exhibit H , and as such amount is adjusted pursuant to the terms hereof. "Target Price Basis" means Work performed by Contractor for which it will be compensated under the Target Price. "Target Price Work" means Work to be performed on a Target Price Basis. "Taxes" means all present and future license, documentation, recording and registration fees, and certain other taxes (including payroll, sales, use, personal property (tangible and intangible), and similar charges and withholdings of any nature whatsoever), imposed by any Government Authority. "Taxes" does not include any tax imposed on gross or net income or any income, franchise or similar tax that is imposed or based upon gross receipts. "Technical Direction" means the furnishing of technical guidance, advice and counsel to be supplied by Contractor to Owner or its Personnel at the Site and Nearby Work Areas, and includes recommending a course of action with respect to Owner’s operation of the Unit or the Facility based upon current design, engineering, construction and testing practices, but does not include or require any supervision, regulation or control of Owner’s Personnel. "Termination Costs" means the aggregate of the following costs:           (a) for Westinghouse, (i) any unpaid amounts (whether invoiced or not) with respect to Payment Milestones that have been completed and/or with respect to Work performed on a Target Price Basis and a Time and Materials Basis that has been completed, and/or with respect to Progress Payments and other payment obligations that have accrued on or before the date of termination, (ii) plus the other Direct Costs, not yet paid, (including Direct Costs associated with partially complete Payment Milestones) that were reasonably incurred by Westinghouse prior to the date of termination, (iii) plus the Direct Costs reasonably incurred by

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Westinghouse to demobilize and modify or cancel Equipment or materials orders, and modify or terminate lease agreements, including cancellation fees that Westinghouse cannot reasonably avoid, (iv) plus other reasonably incurred Direct Costs incurred in accordance with Section 22.6 , (v) plus other reasonably incurred Direct Costs that are approved in advance by Owner, (vi) minus any Deductions, (vi) plus SGA and Pro Rata Profit on the net amount described in this Subsection (a) to the extent SGA and Profit has not already been included therein; and           (b) for Stone & Webster, (i) any unpaid amounts (whether invoiced or not) with respect to Payment Milestones that have been completed and/or with respect to Work performed on a Target Price Basis and Work performed on a Time and Materials Basis that has been completed, and/or with respect to Progress Payments and other payment obligations that have accrued on or before the date of termination, (ii) plus the other Direct Costs (at the rates set forth in Exhibit G ) reasonably incurred by Stone & Webster, not yet paid, (including Direct Costs associated with partially completed Payment Milestones) that were incurred by Stone & Webster prior to the date of termination (iii) plus the Direct Costs (at the rates set forth in Exhibit G ) reasonably incurred by Stone & Webster to demobilize and cancel or modify Equipment or materials orders, and modify or terminate lease agreements, including cancellation fees that Stone &Webster cannot reasonably avoid, (iv) plus reasonably incurred Direct Costs (at the rates set forth in Exhibit G ) in accordance with Section 22.6 , (v) plus other reasonably incurred Direct Costs (at the rates set forth in Exhibit G ) as approved in advance by Owner as necessary to protect the Work and bring the Work to an orderly conclusion, (vi) minus any Deductions. "Third Party Claim" means any claim, demand or cause of action of every kind and character by any Person other than Contractor, Contractor’s Affiliates, Owner, Owner’s Affiliates, or any Facility co-owner. "Threshold" means (i) for a monetary Claim or counterclaim (as such Claim or counterclaim may be consolidated or bifurcated under Section 27.8(c) ), that a Party has in good faith alleged that such Claim involves an amount in controversy of greater than [***] and/or (ii) for a Claim or counterclaim involving an adjustment to the Project Schedule (as such Claim or counterclaim may be consolidated or bifurcated under Section 27.8(c) ), that a Party has in good faith alleged that such Claim or counterclaim involves an adjustment to the Project Schedule greater than [***]. If a Claim or counterclaim alleges both an amount and an adjustment to the Project Schedule in controversy, such Claim or counterclaim will be considered as meeting the Threshold if either (i) the amount in controversy is greater than [***] or (ii) the adjustment to the Project Schedule in controversy is greater than [***]. "Time and Materials Basis" means Work performed by the Contractor for which it will be compensated for the charges for Personnel and its charges for equipment, materials and other expenses pursuant to Exhibit G . "Time and Materials Charges" means the portion of the Contract Price identified as the Time and Materials Charges portion in Article 6 as described in Exhibit H , and as such amount is adjusted pursuant to the terms hereof. "Toshiba" means Toshiba Corporation.

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"Turnover" has the meaning assigned in Section 12.1(a) . "Turnover Package" means the drawings (including as-built drawings), start-up procedures, log sheets, settings, bill of materials, Equipment database, Software Documentation (as applicable), and spare parts list (as required by Section 3.5(d) ) and other items, submitted by Contractor to Owner pursuant to Section 3.5(d) and 12.1(a) . "Unit" means all systems, components and facilities at the Site and Nearby Work Areas that are used to generate electricity for one AP1000 Nuclear Power Plant. "Unit Termination Fee" shall have the meaning assigned in Section 22.7 . "Updated Claim Notice" has the meaning set forth in Section 27.7(c)(i) . "Warranties" means the obligations of Contractor under Article 14 . "Warranty Period" has the meaning set forth in Section 14.4(c) . "Warranty Work" means the portion of the Work to be performed under the Warranties. "Westinghouse" has the meaning set forth in the opening paragraph of this Agreement. "Whistleblower Provisions" has the meaning assigned in Section 24.6 . "Work" means the Services, Systems, material, Equipment, tools, vehicles, delivery, design, engineering, and other things and actions to be supplied by or through Contractor and its Subcontractors necessary to furnish and install the Facility at the Site or Nearby Work Areas consistent with the Contractor’s Scope of Work. ARTICLE 2 — INTERPRETATION A. Titles, headings, and subheadings of the various articles and paragraphs of this Agreement are used for convenience only and shall not be deemed to be a part thereof or be taken into consideration in the interpretation or construction of this Agreement. B. Words importing the singular only shall also include the plural and vice versa where the context requires. Words in the masculine gender shall be deemed to include the feminine gender and vice versa . C. Unless the context otherwise requires, any reference to a document shall mean such document as amended, supplemented or otherwise modified and in effect from time to time. D. Unless otherwise stated, any reference to a party shall include its successors and permitted assigns, and any reference to a Government Authority shall include any entity succeeding to its functions. E. Wherever a provision is made in this Agreement for the giving of notice, consent or approval by any person, such notice, consent or approval shall be in writing, and the word "notify" shall be construed accordingly.

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F. This Agreement and the Documentation to be supplied hereunder shall be in the English language. All references to monetary amounts shall mean United States Dollars. G. Unless the context requires otherwise any reference contained herein to this Agreement or any other agreement or any schedule, Exhibit or attachment hereto or thereto shall mean this Agreement or such other agreement or such schedules, Exhibits and attachments, as they may be amended or supplemented, unless otherwise stated. Unless the context requires otherwise, any reference to completion dates, schedule dates, or deadlines including Milestone Performance Schedule dates and Guaranteed Substantial Completion Date shall mean the specified dates as they may be amended or modified from time to time in accordance with the applicable provisions of this Agreement. H. Words and abbreviations not otherwise defined in this Agreement which have well-known nuclear industry meanings in the United States are used in this Agreement in accordance with those recognized meanings. The word "include" or "including" shall at all times be interpreted to mean "including but not limited to." I. Neither Contractor nor Owner shall assert or claim a presumption disfavoring the other by virtue of the fact that this Agreement was drafted primarily by legal counsel for the other, and this Agreement shall be construed as if drafted jointly by Owner and Contractor and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. ARTICLE 3 — SCOPE OF WORK AND SCHEDULE      3.1 General.           (a) Contractor will perform the Work identified as Contractor’s responsibility in the Scope of Work ( Exhibit A ) and will perform all other obligations and responsibilities of Contractor as set forth in this Agreement. The Work will be performed in two phases, as more fully described in Sections 3.2 and 3.3 of this Agreement. Contractor agrees to design, engineer, supply, equip, construct and install a complete and fully operational Facility, including the Equipment to be incorporated therein and the Services to be provided in connection therewith.           (b) If there is a dispute as to whether certain work related to the Facility is within the Contractor’s Scope of Work, then in exigent circumstances Owner shall have the right to require Contractor by written Notice to begin to perform such work and Contractor will be paid on a Time and Materials Basis for such work until the DRB makes a determination as to whether such work or a portion thereof is within the Contractor’s Scope of Work. If there is also no agreement between the Parties on the pricing or the adjustment to the Contract Price in connection with such work, then either Party may also submit to Dispute Resolution the determination of the appropriate pricing or Contract Price change, as applicable, relating to such work. If the DRB determines that such work is within the Contractor’s Scope of Work, then the DRB shall determine whether such work is priced [***], or on a Time and Materials Basis as set forth in Exhibit H . If, however, the DRB determines that such work is outside of Contractor’s Scope of Work, then the DRB shall determine the appropriate adjustment to the Contract Price pursuant to Section 9.4(c) .

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     3.2 Phase I.           (a) The Phase I portion of the Work is described in Section A.1 of Exhibit A . The Parties agree that: (i) all work performed by Stone & Webster and Westinghouse under the [***] and (iii) all work performed by Stone & Webster under [***] shall be considered to be part of the Phase I portion of the Work, and such [***] shall be subsumed by this Agreement as contemplated by this Section 3.2(a) , and the work product associated with [***] listed above that is incorporated into the Work shall be subject to all terms and conditions hereof in lieu of the terms and conditions of such [***], except for:      (i) matters related to compensation and payment for the work performed under such [***], except as set forth in Section 3.2(d) ;      (ii) matters concerning quality assurance for work performed under such [***]; and      (iii) any commercial issues or disputes that arose prior to the Effective Date.           (b) Contractor has performed all Phase I Work as necessary to allow Owner to submit a COLA for two (2) AP1000 Nuclear Power Plants (submitted by Owner on July 30, 2008). Contractor shall support NRC review, approval and issuance of the COL. Contractor shall substantially complete the detailed design specifications and construction level engineering with respect to the power block prior to the placing of first safety related concrete for the power block. Contractor shall substantially complete the detailed design specifications and construction level engineering with respect to the other structures prior to the commencement of construction on the applicable structure. Contractor shall complete such design and engineering as necessary to support the Guaranteed Substantial Completion Date for each Unit.           (c) The Parties intend to rely on the results of services Westinghouse is performing under the NuStart/Westinghouse Restructured Award Agreement by and between NuStart and Westinghouse effective April 1, 2007 (the " Restructured Award Agreement ") as part of the DOE’s Nuclear Power 2010 program (the " NuStart Work ") as the basis for certain design, engineering and technical issues with respect to the Standard Plant. Phase I of the Work is intended only to include work that is outside the scope of work Westinghouse is performing for NuStart or services that Westinghouse will not complete for NuStart on a schedule suitable for Owner’s needs. To the extent NuStart Work is performed pursuant to the Restructured Award Agreement, Owner shall not have an independent obligation to pay for the performance of such NuStart Work. Westinghouse agrees that any and all NuStart Work that is incorporated into the COLA, the Facility, or into the AP1000 Facility Information will be covered by the same warranties, indemnities and grants of licenses and intellectual property rights as are applicable to the Facility and the other AP1000 Facility Information provided under this Agreement.

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          (d) All monies paid by Owner to Westinghouse [***] shall be applied to and are shown as payments made against the Contract Price as set forth in Exhibit H . All other [***] shall not be applied to or considered as payments made against the Contract Price.      3.3 Phase II. Phase II of the Work will consist of the remainder of the Work as described in Exhibit A , to commence upon issuance of the Full Notice to Proceed substantially in the form set forth in Exhibit I , and to continue until Final Completion, unless the Agreement is earlier terminated in accordance with Article 22 . The Parties acknowledge that Phase II may commence prior to the receipt of the COL by Owner to the extent permitted under applicable Law and NRC regulations, and that the failure by Owner to receive the COL by an agreed date will give rise to termination rights in accordance with Article 22 .      3.4 Schedule for Completion of the Facility.           (a) The Milestone Performance Schedule is attached to this Agreement as Exhibit E . Owner and Contractor shall each perform its respective obligations under this Agreement in accordance with the Milestone Performance Schedule, as modified in accordance with the terms of this Agreement.           (b) Contractor has made reasonable allowances in the Project Schedule for normal hindrances and delays that do not qualify as Force Majeure events (such as rain that is not unusual or inconsistent with normal weather patterns) and do not otherwise entitle Contractor to a Change, and Contractor shall not be entitled to a Change in the Milestone Performance Schedule or the Contract Price on account of such normal hindrances and delays of the type that commonly occur in connection with construction projects, even if such hindrances and delays are beyond Contractor’s control. This Section 3.4(b) is not intended to waive or supersede any other provision of this Agreement.           (c) Unless otherwise mutually agreed, Contractor shall provide to Owner for its review a detailed schedule for performance of the Work (the " Project Schedule ") on or before the later of (i) the date [***] after Owner issues the Full Notice to Proceed or (ii) [***]. The Project Schedule shall be organized on a discipline by discipline basis (e.g., civil, mechanical, and electrical), shall be in a Primavera P3E format or higher, and shall be a "Level 2" schedule with a summary or roll-up of a "Level 3" schedule on a System by System basis; provided, that it shall be a schedule that is two (2) levels below a milestone schedule. Portions of the Project Schedule shall be updated on a rolling twelve (12) month schedule. The Project Schedule shall incorporate all of the Performance Milestones and associated dates as set forth in the Milestone Performance Schedule. In addition, the Project Schedule shall include planning, procurement, engineering, design and manufacturing activities, as well as Equipment shipment and preparation for actual mobilization of Contractor Personnel to the Site and Nearby Work Areas. The Project Schedule shall also include a resource-loaded schedule for Work at the Site and Nearby Work Areas, the sequence for Turnover of each System, and demobilization of Contractor personnel after the Work is complete. Owner’s Project Director and Contractor’s Project Director shall work together to establish a mutually acceptable final Project Schedule that will include the work to be performed by Owner and its other contractors. The Project Schedule shall be updated by Contractor from time to time as provided in Section 3.5(h)(iii) . However, no changes to the Milestone Performance Schedule shall be made without Owner’s prior written consent, which shall be documented by a written amendment to this Agreement.

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          (d) Contractor shall provide to Owner a full description of each System (including a list of Equipment). Each System description to be supplied by Contractor will be sufficient for Owner to develop and perform operator training for each System and the Units. Each System description will be delivered to Owner on a schedule to be established by mutual written agreement of Owner’s Project Director and Contractor’s Project Director. The mutually agreed upon schedule for delivery of each System description shall support the fuel load date for each Unit, and will support the Owner’s operator training requirements to support the startup and operation of each Unit in accordance with the Owner’s training schedule.           (e) Turnover of each System will be in accordance with the Project Schedule as provided in Section 12.1 . It is the intent of the Parties that substantially all Equipment shall be included as part of one System or another, but shall not be included in more than one System. For Systems that are part of the Non-Standard Plant, Owner’s Project Director and Contractor’s Project Director shall work together to establish System definitions that will promote efficient and expeditious prosecution of the Work. It is the intent of the Parties that, to the greatest extent possible, each System will include Equipment that works together to perform specific function(s) within the Facility, or that are otherwise mechanically integrated.           (f) If the actual progress of the Work or the Project Schedule shows that completion of a Performance Milestone is more than [***] behind the Milestone Performance Schedule for reasons other than an Owner caused delay or an event of Force Majeure, Owner’s Project Director may require Contractor to submit a written acceleration plan and supplementary schedules. Such written plan and supplementary schedules shall be presented to Owner as soon as reasonably practical, not to exceed thirty (30) Days from the date of Owner’s request, shall be subject to mutual agreement by the Parties, and shall be a reasonable acceleration plan for timely completing the Facility consistent with the Milestone Performance Schedule to the extent reasonably practical. Such plan shall contain the information and level of detail that can reasonably be obtained within the specified time period. If the Parties cannot reach agreement on the acceleration plan, the Parties may submit the disagreement to the DRB and shall be bound to accept and implement the DRB’s decision. Contractor shall diligently undertake the actions of such plan in accordance with the requirement of such acceleration plan and this Section 3.4(f) . If Contractor provides an acceleration plan that is mutually agreed to by the Parties or approved by the DRB, and Contractor is diligently undertaking the actions of such plan in accordance with the requirements of such acceleration plan and this Section 3.4(f) , then the delay shall not constitute a separate event of default and shall not provide a right to terminate this Agreement; however, if Contractor does not, present a written acceleration plan and supplementary construction schedules that are mutually agreed to by the Parties or approved by the DRB as required by this Section 3.4(f) that provides reasonable assurance that compliance with the Milestone Performance Schedule will be established to the extent reasonably practical, or if Contractor fails to diligently undertake the actions in accordance with such written acceleration plan and supplementary construction schedules, Owner may terminate this Agreement under Section 22.2 . The failure of Owner’s Project Director to request a written plan and supplementary construction schedules shall not relieve Contractor of its obligation to ensure the rate of progress required by this Agreement. [***].

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          (g) If Contractor is in material breach of this Agreement and fails to cure the breach within [***] if such material breach involves performing Work relating to the systems, components, or structures that are actively engaged in the generation of electricity) following Notice of such breach or, if such breach is not capable of being cured within such [***] period, as applicable, such longer period as is reasonably necessary so long as Contractor has given Owner a detailed written plan within such [***] period, as applicable, describing how the breach is to be cured that is reasonably acceptable to Owner, and further provided that Contractor has failed to commence the cure within such [***] period, as applicable, and thereafter fails to diligently pursue the cure in accordance with the reasonably acceptable written plan, Owner may at its option perform the applicable Work or portion(s) thereof required in order to achieve the timely completion of the Facility in accordance with the Milestone Performance Schedule to the extent reasonably practical, and Contractor shall pay Owner’s backcharges for such Work. The Parties shall negotiate in good faith to make any appropriate modifications to this Agreement that will result from Owner’s performance of such Work, including the work procedures and the cost of such Work as well as any appropriate modifications to Delay Liquidated Damages, Performance Guarantees, and Warranties under this Agreement. Such terms and conditions and Agreement modifications shall be set forth in a Change Order pursuant to Article 9 .           (h) The exclusive remedies for delays in the performance of the Work are set forth in Section 3.4(f) , 3.4(g) , Article 13 , Section 22.2 and Exhibit H , subject to the limitations set forth in Section 37.2.      3.5 Contractor’s General Responsibilities.           (a) Industry Standards . Subject to Article 9 , Contractor shall perform and complete its obligations under this Agreement in accordance with applicable Laws, this Agreement, Project Policies and Procedures, Industry Codes and Standards and Good Industry Practices. In the event of any conflict between any of the authorities in the foregoing sentence, they shall have priority and be controlling in the order listed (e.g. the first one listed, applicable Laws, shall have priority over all others and the second one listed shall have priority over all others except for the first one listed and so forth.)           (b) Contractor’s Key Personnel . Exhibit B contains a chart of Contractor’s intended organization for its performance under this Agreement. Contractor’s Project Director and Contractor’s Site Construction Manager and other "Key Personnel" are listed in Exhibit B . All Key Personnel supplied by Contractor under this Agreement who shall be subject to the prior approval of Owner are identified in Exhibit B . Contractor shall not change its organization (as depicted in Exhibit B ) or its Project Director, Construction Manager or other Key Personnel without Owner’s prior written approval, not to be arbitrarily withheld or unreasonably delayed. Contractor agrees to supply resumes, and other information concerning Key Personnel as requested by Owner, for Owner’s review and approval. At Owner’s request, Contractor shall arrange an interview of any Person under consideration to serve as one of the Key Personnel, at a location selected by Owner. Contractor’s Project Director shall act as Contractor’s liaison with Owner and shall have the authority to administer and manage this Agreement on behalf of Contractor. Owner may consult with Contractor’s Project Director at all reasonable times, and Contractor’s Project Director’s instructions, requests and decisions

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that are in writing (except as otherwise provided in this Agreement) shall be binding upon Contractor as to matters pertaining to this Agreement. The Parties shall work to develop a mutually agreed schedule for filling key leadership positions identified in Exhibit B .           (c) AP1000 Facility Information .      (i) Contractor shall supply all AP1000 Facility Information to Owner in accordance with the requirements of Exhibit A and the Project Schedule.      (ii) Contractor shall also provide Owner with hard copies of each item of AP1000 Facility Information Deliverables (A) identified in Table 2 to Exhibit A in a reasonable number of copies as mutually agreed by the Parties, or (B) required by applicable Law to be maintained at the Facility. To the extent that hard copies of any AP1000 Facility Information Deliverables must be kept or maintained at the Site and/or Nearby Work Areas during construction of either Unit pursuant to applicable Laws, Contractor shall keep and maintain such copies in good order at the Site and/or Nearby Work Areas in compliance with such applicable Laws.           (d) Turnover Packages . For each System subject to Turnover, Contractor will create, maintain, update, compile and deliver a Turnover Package in accordance with Article 12 .           (e) Control of Work. Contractor shall be solely responsible for all construction means, methods, techniques, sequences, procedures, safety and quality assurance, and quality control programs in connection with the performance of the Contractor’s Work with the advice and consultation of Owner, subject to all requirements and provisions of this Agreement.           (f) Emergencies . In the event of any emergency endangering life or property, Contractor shall take all actions as may be reasonable and necessary to prevent, avoid or mitigate injury, damage or loss and shall promptly report in writing each such emergency, and Contractor’s responses thereto, to Owner.           (g) Office Facilities . During construction, Contractor shall provide Owner with office facilities on the Site as specified in Exhibit A .           (h) Periodic Reports and Meetings .      (i) Status Report . Within ten (10) Days after the end of each calendar month, Contractor will submit to Owner’s Project Director a written status report covering the prior month. The report shall be prepared in a manner and electronic format reasonably acceptable to Owner and shall include (A) a description of the progress of the Work; (B) a statement of any significant issues which remain unresolved and Contractor’s recommendations for resolving the same; (C) a summary of any significant Facility events which are scheduled or expected to occur during the following interval; (D) a summary of the key risk factors that may affect schedule or cost, including a description of any efforts being

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undertaken by Contractor to eliminate or overcome those risk factors; (E) changes in regional craft labor market conditions, craft availability impacts and Contractor’s plans to mitigate current or anticipated craft labor shortfalls; and (F) additional information reasonably requested by Owner. In the event the Work is behind schedule or there is another problem with the Work, the Owner may require Contractor to provide more frequent status reports and updates with respect to the matters related to such delay or other problem. After Contractor has control of the Site and Nearby Work Areas as provided under Section 23.1(a) , by Wednesday of each week, or as mutually agreed by Owner’s Project Director and Contractor’s Project Director, Contractor shall submit to Owner’s Project Director a weekly construction progress report concerning the construction schedule, budget and charges to contingency. Following the beginning of each shift, Contractor shall supply a labor force report to Owner’s Project Director indicating the number of workers on the Site and Nearby Work Areas.      (ii) Attendance and Participation . From the issuance of the Full Notice to Proceed until Final Completion, Contractor shall attend and participate in regular meetings with Owner which shall occur at least monthly, and at least weekly after construction begins at the Site and/or Nearby Work Areas (or upon such other interval as the Parties agree), for the purpose of discussing the status of the Work and anticipating and resolving any problems. Such meetings shall normally be at the Site, but may by mutual agreement be held by conference call or video conference. Contractor shall prepare and promptly deliver to Owner written minutes of each meeting, to which Owner shall respond promptly in writing should it have any comments.      (iii) Schedule Requirements; Updates . Contractor shall make the Project Schedule available to Owner at the Site and such other locations as is mutually agreed upon by the Parties. The Project Schedule shall include a project earned value management system which shall include commodity installation curves, manpower histograms by craft and total workers, and a physical percent complete curve using an earned value system, which supports the Performance Incentive Plan described in Exhibit H . Unless otherwise mutually agreed upon by the Parties, Contractor shall update the Project Schedule on a monthly basis for the purpose of illustrating progress on the Work and status of critical path activities, and shall provide a copy to Owner, which may be provided electronically. Any changes to the Project Schedule that affect Owner’s Scope of Work shall be subject to the approval of Owner. No changes to the Project Schedule shall excuse Contractor from its obligation to perform the Work in accordance with the Milestone Performance Schedule, which can only be changed by a written amendment to this Agreement.           (i) Full Disclosure . Contractor acknowledges that Owner is relying upon the expertise, experience, education, knowledge, research, development, testing, quality control and quality assurance of Contractor and its Subcontractors to provide the Work. If Contractor encounters a condition, issue or other concern at another AP1000 project that is reasonably expected to impact the cost, schedule, quality or functionality of the Facility being constructed

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pursuant to this Agreement, then Contractor will provide Owner with information regarding such condition, issue or other concern subject to appropriate confidentiality limitations and protections. To the extent that a condition, issue or concern at the Facility is reasonably expected to impact cost, schedule, quality or functionality at another AP1000 project, the Contractor may provide the owner of such other AP1000 project with information regarding such condition subject to appropriate confidentiality limitations, protections and conditions that are reasonably acceptable to Owner.           (j) Tie-ins and Connections . Contractor and Owner acknowledge that the Facility will tie into other structures and systems that are Owner’s responsibility to supply and construct. Contractor and Owner agree to coordinate all tie-ins and connection to such Owner supplied and constructed structures and systems, consistent with mutually agreed upon procedures and the Project Schedule. The Parties agree that some of the Equipment will be shop fabricated and shop sub-assembled to obtain the most economical fabricated and installed cost for the Facility.           (k) Owner Information . Contractor shall not begin any part of the Work which requires Contractor to perform in accordance with Owner-provided information until such information has been furnished to Contractor. Owner acknowledges that Contractor is relying upon the expertise, experience, education, knowledge, research, development, testing, quality control and quality assurance of Owner and its other contractors to provide the Owner’s Scope of Work and the Owner-provided information. Contractor shall check the Owner-provided dimensions, elevations and quantities that are relevant to the interfacing or integration of Owner-provided information or facilities with the Work of Contractor. If Contractor becomes aware of any material error or omission in the Owner-provided information or facilities or Contractor becomes aware of a material discrepancy, contradiction or ambiguity between the provisions of this Agreement and the Owner-provided information, or between the Owner-provided information and the conditions at the Site or Nearby Work Areas, then Contractor shall notify Owner of such error, omission, discrepancy, contradiction or ambiguity. Owner shall promptly correct or otherwise resolve any such error, omission, discrepancy, contradiction or ambiguity. Upon completion of the Work, Contractor shall return all Owner-provided information to Owner after indicating any Contractor changes to reflect the "as-built" condition of the Work.           (l) Site, Nearby Work Areas and Transportation Assumptions .      (i) Contractor in consultation with Owner and in accordance with Good Industry Practices has identified and listed on Exhibit A , prudent Site assessment and Site diligence activities required to confirm the ability of Contractor and its Subcontractors to perform the Work at the Site. Such Site assessment and Site diligence includes assessment of (a) conditions bearing upon access, egress, transportation (subject to Section 3.5(l)(iii) ), waste disposal, water disposal, handling, laydown, parking, storage and roads; (b) the availability, nature and conditions of water, electricity and other utilities; (c) the physical condition of the Site and Nearby Work Areas, and (d) local, normal weather conditions.

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     (ii) Contractor represents that it has taken or will undertake the site assessment and site diligence Work in Contractor’s Scope of Work as specified on Exhibit A . In addition to the site assessment and site diligence Work that Contractor has completed as of the Effective Date, Contractor has also reviewed the information provided by or on behalf of Owner with respect to the Site and Nearby Work Areas, including information related to certain Site, Nearby Work Areas and Transportation Assumptions, relating to both the surface and subsurface conditions of the Site and Nearby Work Areas. Contractor acknowledges that the results of the Site assessments and Site diligence it has performed together with the Site assessments and Site diligence performed by Owner or its other contractors, that Contractor has reviewed and reasonably relied upon, do not indicate the need for additional Site assessments and Site diligence beyond those activities which are described on Exhibit A , provided that the Parties acknowledge that a substantial amount of the Site assessment and Site diligence work with respect to the Facility has not been performed as of the Effective Date and the results of such assessments and diligence when received may indicate the need for additional assessments, tests and diligence and/or indicate the need for other modifications to the Work or the Facility. If such results do indicate the need for additional assessments, tests and diligence and/or indicate the need for other modifications to the Work or the Facility, then Contractor shall be entitled to a Change.      (iii) Site, Nearby Work Areas and Transportation Assumptions are set forth in Exhibit S . If the conditions at the Site or at the Nearby Work Areas are not as specified in the Site, Nearby Work Areas and Transportation Assumptions, and such deviation adversely impacts Contractor or its Subcontractors’ cost or ability to perform the Work or otherwise meet the Project Schedule, performance or other obligations under this Agreement, then Contractor shall be entitled to a Change.           (m) Contractor shall develop a Project Execution Plan (" PEP ") as outlined in Exhibit D . The initial PEP shall be submitted to the Owner for review and Acceptance, which Acceptance shall not to be unreasonably withheld, [***] or less after the Effective Date, and the PEP will be updated periodically by Contractor to support the Project Schedule.           (n) Regulatory Support . Contractor agrees to supply on a Time and Materials Basis pursuant to a mutually agreeable Change Order any information, testimony or other Services as required by Owner during the term of this Agreement in connection with any proceedings before any Governmental Authority.           (o) Covenant not to Transfer Equipment . Contractor covenants and agrees that it shall not transfer any Equipment to another project without Owner’s prior written consent, except for materials and equipment purchased on a bulk basis.      3.6 Owner’s General Responsibilities. Owner shall perform the responsibilities set forth in this Article 3 and elsewhere in this Agreement identified as Owner’s Scope of Work, including Exhibit A , at its own expense and in accordance with the Project Schedule.

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          (a) Owner’s Representative . Owner shall appoint Owner’s Project Director (and shall have the right to appoint any successor or replacement Project Director) with whom Contractor may consult at all reasonable times, and whose instructions, requests and decisions that are in writing (except as otherwise permitted in this Agreement) shall be binding upon Owner as to all matters pertaining to this Agreement, subject to the restrictions set forth in Section 9.3 .           (b) Site and Nearby Work Areas Access . From and after the time the Project Schedule indicates that Contractor is required to have access to the Site and/or Nearby Work Areas, Owner shall provide Contractor, at no additional charge or fee to Contractor, rights of access to such portions of the Site and/or Nearby Work Areas as Contractor may reasonably require for the construction of the Facility and for Contractor’s office, warehouse, shop buildings, welding facilities, Construction Equipment storage, lay down area, and employee parking. The location and conditions associated with such use and access to the Site and Nearby Work Areas shall be consistent with the descriptions in Exhibits R-1 and R-2 and the Site, Nearby Work Areas and Transportation Assumptions as such items may be modified by mutual agreement of the Parties. Owner and Contractor shall cooperate with each other so as to minimize disruption of Contractor’s performance of the Work and Owner’s other activities at the Site and Nearby Work Areas, and Contractor shall cooperate with Owner so as to minimize disruption of the operation of the Facility. Contractor’s access to the Site and Nearby Work Areas is subject to the Project Policies and Procedures, and all other terms and conditions of this Agreement.           (c) Fuel and Utilities . Owner shall provide the electrical interconnect for power to be exported from the Facility at the interconnection points identified or to be identified in Exhibit A , as well as all back feed electrical power necessary for construction and testing of the Facility at the times required pursuant to the Project Schedule. Contractor will build the potable water System and sewage treatment System and following completion and Turnover of such Systems, Owner will operate such Systems and allow Contractor and its Personnel use of such Systems. The Scope of Work in Exhibit A specifies the division of responsibilities between Owner and Contractor for utilities during construction and for the provision of certain consumables and services by Owner during construction and testing of the Facility. Westinghouse is responsible to supply Nuclear Fuel and Related Services under a separate contract with Owner dated as of the Effective Date.           (d) Spare Parts.      (i) Mandatory Spare Parts . As Contractor completes the design of each System, Contractor shall provide to Owner an initial list of the Mandatory Spare Parts, and Contractor shall update such list on at least a quarterly basis. Within eighteen (18) months after finalization of the AP1000 Nuclear Power Plant design as specified in the Project Schedule, Contractor shall provide Owner with the completed list of the Mandatory Spare Parts and their associated pricing. The list of Mandatory Spare Parts provided to Owner will be consistent with that developed for the AP1000 Standard Plant while taking into consideration the actual selection of equipment suppliers used for the Owner’s Facility. The pricing for the Mandatory Spare Parts shall be provided at the system commodity code

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level and not for individual spare parts. The pricing shall be consistent with the pricing methodology used to develop the pricing specified in this Agreement for the associated Equipment for which Mandatory Spare Parts are required with respect to the application of costs (including labor, material, transportation), SGA, risk, contingency and profit rates. As soon as practical after Owner’s receipt of the completed list of Mandatory Spare Parts and associated pricing (not to exceed one hundred eighty (180) Days or as needed to support the Start-up Tests), Owner shall issue a Change Order to Contractor to purchase the Mandatory Spare Parts or portion(s) thereof in accordance with Article 9 . As part of Contractor’s Scope of Work, Contractor shall deliver the purchased Mandatory Spare Parts to Owner DDP (delivered duty paid) to the Facility prior to commencement of the Start-up Tests or as otherwise specified in the Project Schedule. Owner shall make such Mandatory Spare Parts available to Contractor from the delivery of such spare parts through the end of the applicable Equipment or Service Warranty Period, subject to Sections 3.6(d)(iii) and 3.6(d)(iv) . If Owner has not purchased a Mandatory Spare Part identified in the completed list of the Mandatory Spare Parts or if a Mandatory Spare Part is not otherwise readily available for use by Contractor (for any reason other than such part having been used on a prior repair of the Facility or having been transferred to another AP1000 Nuclear Power Plant pursuant to a request by Contractor), and Contractor requires such Mandatory Spare Part for the performance of the Work, then the Contractor shall be entitled to a Change Order pursuant to Article 9 to address the impact on cost and schedule, if any.      (ii) Optional Spare Parts . Within eighteen (18) months after finalization of the AP1000 Nuclear Power Plant design as specified in the Project Schedule, Contractor shall provide Owner with a list and the associated costs of Optional Spare Parts that are recommended by Contractor and vendors of Equipment comprising the Facility. At Owner’s election, Owner may procure any Optional Spare Parts on its own, or, at least two years prior to the scheduled completion of the Start-up Tests, or as otherwise agreed, Owner may identify to Contractor which Optional Spare Parts Owner wants Contractor to supply to Owner.      (iii) Use and Replacement of Spare Parts . Contractor shall have the right to use Owner’s Mandatory Spare Parts or Owner’s Optional Spare Parts for the Facility during the performance of the Work or to remedy a Warranty item, and Contractor shall promptly repair or replace any such spare part that it uses. Contractor shall not be excused from its warranty obligations in the event that a Mandatory Spare Part or an Optional Spare Part is not available for its use for any reason.      (iv) Sharing of Spare Parts . Owner may maintain certain Mandatory Spare Parts, (as well as any Optional Spare Parts it may choose to purchase), under a pooling agreement with a consortium of utilities that are constructing AP1000 Nuclear Power Plants. Upon request by Owner, Contractor and Owner agree to work together, and with other utilities that are constructing AP1000

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Nuclear Power Plants, to establish an arrangement to share Mandatory Spare Parts in a manner that will satisfy the need to have reasonably quick, convenient access to Mandatory Spare Parts while minimizing Owner’s costs. Optional Spare Parts may be shared with other utilities in Owner’s sole discretion.      (v) Other Spare Parts . Contractor will supply a limited quantity of spare parts for Contractor’s use during construction of the Facility, which are included in the Contract Price. Upon Substantial Completion of the Facility, or as otherwise agreed by the Parties, Contractor shall provide any such spare parts to Owner that were not used by Contractor during construction of the Facility. Contractor agrees to supply a list of these spare parts to Owner upon Owner’s request.           (e) Operation and Maintenance Staff . For those activities conducted by Owner under Contractor’s Technical Direction, Owner shall provide qualified operation and maintenance personnel for training, testing, operation and maintenance of the Facility consistent with Contractor’s requirements as determined during Phase I and as set forth upon such determination in Exhibit A , Table 4 . If as a result of circumstances encountered during testing, Contractor determines that additional operation and maintenance personnel are needed (and provided that such determination has been made in accordance with Good Industry Practices), Contractor shall have the right to require that additional operation and maintenance personnel be provided by Owner upon reasonable advance notice to, and following discussions with, Owner. Contractor shall conduct Construction and Installation Tests with support from the Owner. Owner shall conduct the Preoperational Tests and Start-up Tests in accordance with the Project Schedule with Technical Direction from the Contractor. Contractor will develop a training program for these personnel as provided in Exhibit A .           (f) Site and Nearby Work Areas Safety and Environmental Rules . From the date the Contractor assumes control of the Site and Nearby Work Areas until Substantial Completion of the applicable Unit, and subject to Owner’s obligations under the COL and applicable Law, Owner and its Personnel shall abide by the Site and Nearby Work Area safety and environmental plan and associated rules promulgated by Contractor and accepted by Owner under Section 23.3(e) .           (g) Storage . Contractor and Owner will establish delivery dates for the Equipment in the Project Schedule, consistent with the Milestone Performance Schedule and the Milestone Payment Schedule. In the event that such schedules indicate or Owner and Contractor agree that Equipment ordered during Phase I should be delivered prior to Contractor having access to and control of the Site or Nearby Work Areas, Owner shall provide a secure area at the Site or Nearby Work Areas for storage of such Equipment, or shall be responsible for the payment of secure storage of such Equipment at a location other than the Site or Nearby Work Areas. In either circumstance, Contractor shall supply Owner with Maintenance Procedures on how the Equipment is to be stored and maintained, prior to delivery. If Owner elects to store Equipment at a location other than the Site or Nearby Work Areas, Owner shall be responsible to ensure that maintenance requirements are met. Once Contractor assumes control of the Site or Nearby Work Areas, Contractor will become responsible for the storage and related maintenance obligations with respect to the Equipment at the Site or Nearby Work

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Areas. The Parties understand and agree that actual deliveries will frequently take place a little before or a little after the date set forth in the Project Schedule. However, if Equipment is delivered prior to the Contractor having access to and control of the Site or Nearby Work Areas and more than [***] prior to the scheduled delivery date for such Equipment, then the Contractor shall be responsible for the additional, incremental storage and maintenance cost incurred by Owner from the date of such delivery until the date [***] prior to the scheduled delivery date.           (h) Owner Information . Owner shall provide the information described in Exhibit A in accordance with the timing and other requirements set forth therein and in accordance with the provisions of the Project Schedule. If Contractor notifies Owner of a material discrepancy, contradiction or ambiguity within the provisions of this Agreement and the Owner drawings or other Documentation, or between the Owner drawings and the conditions at the Site or Nearby Work Areas, or of any error or omission in the Owner drawings, then Owner shall promptly correct or otherwise resolve any such discrepancy, contradiction or ambiguity and Contractor shall be entitled to request a Change in accordance with Section 9.1 .      3.7 Subcontracting.           (a) The Parties have agreed upon the list of approved Major Subcontractors for specified portions of the Work as set forth in Exhibit P-1 . Subject to Section 3.7(b) , Contractor shall have the right to have that portion of the Services identified in Exhibit P-1 performed by any approved Major Subcontractor of Contractor’s choice for such Service, and shall have the right to purchase Equipment identified in Exhibit P-1 from any approved Major Subcontractor of Contractor’s choice for such Equipment, in each case without any further approval from Owner. The approved Major Subcontractor(s) selected by Contractor to perform a specific portion of the Work shall be referred to herein as the " Preferred Major Subcontractor " for such portion of the Work.           (b) In situations where more than one approved Major Subcontractor is identified in Exhibit P-1 for providing a Service or providing specified Equipment, Contractor shall give Owner Notice of Contractor’s Preferred Major Subcontractor at least five (5) Business Days prior to Contractor making a commitment to such Preferred Major Subcontractor. Wherever practical, Contractor shall select Major Subcontractors that supplied (or will supply) Equipment for other Units delivered (or to be delivered) to Owner or Owner’s Affiliates. For Equipment, such Notice shall identify the primary manufacturing facility where the Equipment is to be manufactured or assembled, and shall include relevant quality information. For Services, such Notice shall include known and available information concerning the Preferred Major Subcontractor’s relevant quality information, and with respect to Major Subcontractor’s providing on Site or Nearby Work area Services, known and available information regarding the safety record. Contractor shall also supply any additional information that may be requested by Owner that may be reasonably obtained by Contractor. The selection of any Preferred Major Subcontractor shall be subject to rejection by Owner based upon specific, supportable reasons that are specified by Owner in writing within such five (5) Business Day notice period, or five (5) Business Days after all additional information requested by Owner is supplied by Contractor. If any Preferred Major Subcontractor is rejected

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by Owner based on specific, reasons that are specified in writing by Owner within the five (5) Business Day period, Owner and Contractor shall confer as necessary to select a mutually acceptable replacement to the Preferred Major Subcontractor to perform the Work. If Owner rejects a Preferred Major Subcontractor that is nominated by Contractor, then Contractor shall be entitled to a Change under the provisions of Article 9 with respect to any additional costs or other impacts attributable to replacing the Preferred Major Subcontractor; provided, however, if using the Preferred Major Subcontractor selected by Contractor from the approved Major Subcontractor list would have constituted or caused a material impairment to the safety or quality of the Facility or would have resulted in a breach of Contractor’s obligations under this Agreement, then no Change Order shall be issued in connection with such replacement.           (c) The Parties acknowledge that maintaining the standardization of the AP1000 Nuclear Power Plant is important for cost, schedule and implementation efficiencies from which all Parties benefit, and these considerations may lead Contractor to propose that it select alternative Major Subcontractors for the supply of Equipment or Services to those listed in Exhibit P-1 . If Contractor desires to engage any such alternative Major Subcontractor that is not identified in Exhibit P-1 to perform Services or provide Equipment identified in Exhibit P-1 , then, before Contractor enters into any contract with, or otherwise engages, such alternative Major Subcontractor to perform such Services or provide such Equipment, Contractor shall deliver to Owner (i) the name of the alternative Major Subcontractor that Contractor proposes to use in the performance of such Services or purchase of such Equipment, (ii) a statement of the reasons why it is preferable to use the requested alternative Major Subcontractor rather than an applicable approved Major Subcontractor, and (iii) a statement of the estimated impact, if any, on [***]Work. Such alternative Major Subcontractor shall be subject to the prior written approval of Owner, which approval shall not be unreasonably withheld. In determining whether to approve such Major Subcontractor, Owner shall take into consideration among other factors the following: the capability of the proposed alternative Major Subcontractor to perform the Work in accordance herewith and the need to maintain the standardization of the AP1000 Nuclear Power Plant and consistency of Equipment between Units at the Facility as well as Units at Affiliate sites, and the estimated impact on the [***]. [***].           (d) Any Work that is to be performed at the Site and/or Nearby Work Areas using Subcontractors other than approved Major Subcontractors shall, to the extent commercially reasonable, be performed using Subcontractors on the list of EPC Subcontractors for Site and Nearby Work Areas Construction and Related Field Services that is set forth in Exhibit P-2 (the " Site Subcontractor List "). Contractor and Owner agree that the Site Subcontractor List may be modified from time to time by mutual agreement of the Project Directors based on the experience of both Parties. The Parties shall endeavor to add local contractors to Exhibit P-2 who are capable of performing Work in accordance with the requirements of this Agreement. Contractor may also use Subcontractors that are not on the Site Subcontractor List on an emergency basis, provided that none of the Subcontractors on the Site Subcontractor List are qualified and available to perform the Work in a timely manner, and provided that Contractor exercises reasonable efforts to consult with Owner prior to entering into the Subcontract. If Owner removes a Subcontractor from the Site Subcontractor List, and such deletion adversely affects Contractor or another Subcontractor’s ability to perform the Work, increases the cost of the Work, or otherwise negatively affects Contractor’s obligations under this Agreement, then Contractor shall be entitled to a Change in accordance with the

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provisions of Article 9 ; provided, however, if using the Subcontractor previously listed on the Site Subcontractor List would have constituted or caused a safety or other breach of Contractor’s obligations or covenants under this Agreement, then no Change Order shall be issued in connection with such removal.           (e) Contractor shall include in its Subcontracts those provisions and covenants that in Contractor’s reasonable judgment would be appropriate and useful to have as express Subcontractor obligations, consistent with Contractor’s obligations under this Agreement, including the right of Owner to require the assignment of Contractor’s rights and obligations under such Subcontracts to Owner without the prior consent of the Subcontractors as provided for in Sections 22.2(c), 22.3(c), 22.4(e) and 22.7(a)(ii) . If a Subcontractor does not agree to include in its Subcontract such an assignment provision, Contractor shall promptly notify Owner, and where commercially reasonable Contractor shall support Owner’s efforts to obtain such Subcontractor’s agreement to such assignment provision. Contractor shall continue to be responsible for performance of the Work in accordance with the requirements of this Agreement. It is understood that the subcontracts that Contractor will have with ABB Ltd. and Emerson Process Management for the supply of instrumentation and control related Equipment shall not be directly assignable to Owner in the event of termination of this Agreement.           (f) No contractual relationship shall exist between Owner and any Subcontractor with respect to any of the Work. Contractor shall not be relieved from any of its obligations or liabilities under this Agreement because of the acts, omissions, failures or faults of the Subcontractors nor shall Contractor be relieved of any of its obligations hereunder because of its hiring Subcontractors to perform portions of the Work.           (g) Contractor shall take commercially reasonable efforts to enter into subcontracts with Major Subcontractors that are terminable for convenience, and that any related termination fees thereunder are (a) commercially reasonable in light of the value of the Services or Equipment provided at the time and when the termination fee applies, and (b) do not include any payment for damages, injuries or claims of the type disclaimed in Section 17.1 .      3.8 Design and Engineering.           (a) Design Documentation for Standard Plant . The NuStart Work has been and will continue to be subject to the review and comment process set forth in the NuStart agreements. For documents that have not already been finalized pursuant to the Parties’ prior efforts as a part of the NuStart Work, Contractor shall continue to submit to Owner via the NuStart Engineering Committee for their review and comment the remaining AP1000 Facility Information for the Standard Plant (the " Standard Plant Design Documentation "). Owner shall complete its review of, and provide any comments via the NuStart Engineering Committee to Contractor with respect to, the Standard Plant Design Documentation within thirty (30) Days of receiving such Standard Plant Design Documentation from Contractor or such longer period of time as mutually agreed. Owner shall submit any comments or changes that are unique to its Facility which it may have, arising out of regulatory requirements associated with the Facility and its COL, directly to Contractor; provided, that if such change increases Contractor’s costs or impacts the Milestone Performance Schedule or the Incentive Program Milestone Dates, Contractor shall be entitled to a Change Order under Article 9 . It is the intent of the Parties to

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preserve the design for the Standard Plant, including the approach to the supply chain, construction, licensing, operation and maintenance of the Standard Plant to the greatest extent practical. Accordingly, Contractor will give due consideration to the comments of the NuStart Engineering Committee to the Standard Plant Design Documentation and, to the extent consistent with such intent to preserve the standardization of the AP1000 Nuclear Power Plant, shall not unreasonably withhold its approval of any changes suggested by such comments. If Contractor revises any Standard Plant Design Documentation, Contractor shall resubmit it for review and input in accordance herewith, provided that the period of review for the first or any subsequent re-submittal shall be no more than fifteen (15) Days or such other number of Days as may be agreed to by the Parties taking into account the complexity of the resubmission, the criticality of the schedule and the volume of submissions under review. Notwithstanding the foregoing, Contractor shall not be required to change the certified design of the Standard Plant or any documents submitted with the COL, except to the extent required by differences in applicable Laws, the COL, or specific Site and/or Nearby Work Area related requirements provided, that if such change increases Contractor’s costs or impacts the Milestone Performance Schedule or the Incentive Program Milestone Dates, Contractor shall be entitled to a Change Order under Article 9 .           (b) Design Documentation for Non-Standard Plant . Contractor shall submit to Owner for its review and approval (which approval shall not be unreasonably withheld) AP1000 Facility Information for portions of the Facility that are not part of the Standard Plant (the " Non-Standard Plant Design Documentation ") consisting of plant layout drawings, design criteria, general arrangement drawings, P&IDs, design specifications, system specification documents (or equivalent) and electrical one line drawings. AP1000 Facility Information shall be provided either in electronic form or in such other form as mutually agreed, consistent with customary practices for power plant construction projects. When required by the Owner, Contractor shall transmit to Owner, technical submittals, shop drawings, including supporting catalog cuts, samples, manufacturer’s literature, sketches or drawings, calculations and other pertinent data, in sufficient detail to enable Owner to review the information and determine that Contractor clearly understands the requirements of the Agreement. Owner shall complete its review of, and provide any comments to Contractor with respect to, the Non-Standard Plant Design Documentation within thirty (30) Days of receiving such Non-Standard Plant Design Documentation from Contractor. Other AP1000 Facility Non-Standard Plant Design Documentation will be submitted to Owner for its use and records. In each instance where any Non-Standard Plant Design Documentation fails to comply with the applicable requirements of this Agreement, (including where a re-submittal fails to comply), Contractor shall correct such Non-Standard Plant Design Documentation and shall resubmit it for Owner’s review in accordance herewith, provided that Owner’s period of review for such re-submittal shall be no more than fifteen (15) Days or such other number of Days as may be agreed to by the Parties taking into account the complexity of the resubmission, the criticality of the schedule and the volume of submissions under review.           (c) Review Processes and Design Changes . To the extent the review process described in Section 3.8(a) or (b) above results in a change to the design that is not a change caused by a Contractor error or deficiency in the design of the Facility, or other noncompliance with the requirements of this Agreement, Contractor or Owner (as applicable) shall be entitled to a Change Order with respect to the impacts of such delay or design change.

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          (d) Responsibility for Errors . Any review by Owner of any AP1000 Facility Information shall not relieve Contractor from any obligation or responsibility under this Agreement. If errors, omissions, ambiguities, inconsistencies, inadequacies or other defects are found in the AP1000 Facility Information, they and the related Work shall be corrected at Contractor’s cost, unless (i) such Work is performed on a Target Price Basis under this Agreement or (ii) such Work is performed on a Time and Materials Basis under this Agreement, in which case such correction shall be performed on a Time and Materials Basis without any profit component included therein. Performance of design, engineering, procurement or fabrication Work by Contractor prior to Owner review and approval of the associated drawings, Specifications and documentation for which Owner has review and approval rights, shall be at Contractor’s own risk.           (e) Units of Measure . Where metric units are used to describe important dimensions or calculation results, American unit equivalents will also be included.           (f) As-Built Drawings . Prior to Final Completion of the Facility, Contractor shall supply Owner with "as-built" drawings for the portions of the Facility constructed or installed by Contractor.      3.9 Project Controls.           (a) Contractor shall provide a "full time" Site-based staff within [***] following mobilization to the Site through Substantial Completion. The Contractor’s staff shall be responsible for all project control activities, including without limitation, project management, scheduling, cost reporting, quantity tracking, and Change Order management. Contractor shall select only those persons who are qualified by the necessary education, training, licensing and experience to provide a high quality performance of the project control activities.           (b) Contractor shall coordinate the incorporation of all schedule activities and interface points between all parties. Owner will provide progress updates with regard to the activities under the Owner’s Scope of Work as necessary to allow Contractor to establish and maintain the Project Schedule.      3.10 Responsibility for Work. Contractor shall be responsible for taking reasonable precautions necessary to prevent damage or injury to the Work of Contractor, Owner, or any of their employees, other contractors, or members of the general public. These measures shall include, but not be limited to, laying drop cloths, constructing shields and guard fences, and any other measures included in the Project Policies and Procedures.      3.11 Site and Nearby Work Areas Cleanup. During the performance of the Work, and subject to Article 20 , Contractor shall remove and properly dispose of all construction related waste materials, rubbish, debris and other garbage, and liquid and nonliquid materials whether spilled, dropped, discharged, blown out or leaked, from the Site and the Nearby Work Areas (to the extent applicable). Contractor shall employ adequate dust control measures. Before Final Completion, Contractor shall remove from the Site and the Nearby Work Areas (to the extent applicable) waste materials and rubbish generated by Contractor during its performance of the

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Work and Contractor shall otherwise leave the Facility, the Site, and the Nearby Work Areas (to the extent applicable and included in Contractor’s Scope of Work) in a neat and clean condition. If Contractor fails to perform such housekeeping services, Owner, following notice and a reasonable opportunity for Contractor to cure, may perform such services, and Contractor shall reimburse Owner for [***] of the Owner’s actual wage cost incurred in connection therewith, or at Owner’s option, such amount may be deducted from any amount owed to Contractor.      3.12 Establishment of Project Policies and Procedures. The Parties agree to jointly establish, as a minimum, the Project Policies and Procedures listed in Exhibit Y that are consistent with the requirements of this Agreement, Good Industry Practice, and applicable Laws. Project Policies and Procedures shall generally apply to and govern activities at the Site and the Nearby Work Areas (to the extent applicable) with respect to the general topics listed in Exhibit Y to this Agreement, as well as other subjects as agreed to by the Parties. Drafts of Project Policies and Procedures shall be developed by Contractor and delivered to the Owner for review and comment on a mutually agreed schedule in order to support on-site Work in a timely fashion. Approval of applicable Project Policies and Procedures shall not be unreasonably withheld or delayed. Approval of applicable Project Policies and Procedures shall not constitute a waiver of any rights or remedies under this Agreement. ARTICLE 4 — FACILITY LICENSES, PERMITS AND APPROVALS      4.1 Owner Permits. Except as otherwise provided herein, Owner shall be responsible for obtaining, maintaining and paying for Owner Permits (including the COL) and for all communications with any Government Authorities regarding Owner Permits. Contractor shall provide support to Owner in connection with approvals of Owner Permits, or any proceedings before the Florida Public Service Commission, including making personnel available to testify at formal and informal government proceedings, and providing such documents and information reasonably requested by Owner, including review and comment to sections prepared by others, and any amendments thereto, to address formal questions from any Government Authority on a schedule that supports the Project Schedule and licensing support services. [***] in accordance with the requirements of this Agreement. Owner shall provide as much advance notice as practical for the testimony of Contractor’s Personnel at proceedings before Government Authorities. For the avoidance of doubt, Contractor shall be responsible for performing its obligations under this Agreement, but provides no guarantee that the COL or any other Owner’s Permit required to be obtained by Owner will be obtained by Owner. The Milestone Performance Schedule is based on the COL being obtained by January 1, 2012 and that the deep excavation work, diaphragm wall and pressure grouting can proceed prior to the issuance of the COL in accordance with the Milestone Performance Schedule. Other Owner Permits shall be obtained in time to support the Project Schedule.      4.2 Contractor Permits. Contractor shall be responsible for obtaining, maintaining, paying for and complying in its performance of the Work with the Contractor Permits. Owner shall provide Contractor reasonable cooperation and assistance in obtaining and maintaining Contractor Permits. Contractor shall communicate with Owner as to what permits it will be obtaining in advance of application therefore so that communications with the Government Authority that will issue the permits can be coordinated. Contractor agrees not to obtain permits on Owner’s behalf or for the Facility without the prior concurrence of Owner. Contractor agrees

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to immediately notify Owner’s Project Director of any violation of any Contractor Permits that it becomes aware of, and agrees to keep Owner’s Project Director informed as to any remedial actions that are to be taken by Contractor.      4.3 ITAACs.           (a) Contractor shall be responsible for those ITAACs that are set forth in the Design Control Document that are designated in the Exhibit A Scope of Work as being the responsibility of Contractor (the " Base ITAAC "). Any new or additional ITAAC, or any changes or modification to any ITAAC as delineated in the Design Control Document shall either be the responsibility of Owner or shall be added to Contractor’s Scope of Work pursuant to a Change Order in accordance with Article 9 . Unless otherwise agreed to by the Parties, modifications to any Base ITAAC or any additional ITAAC that should logically be added to Contractor’s Scope of Work shall be added to Contractor’s Scope of Work pursuant to a Change Order in accordance with the provisions of Article 9 , and following such ITAAC addition shall be considered a Base ITAAC for all purposes under this Agreement.           (b) Contractor shall be responsible for conducting, or causing to be conducted the inspections, tests and analyses associated with each Base ITAAC. Upon completion of such inspections, tests and analyses, Contractor shall be responsible for preparing and delivering to Owner the Documentation or other deliverables to demonstrate and confirm that the related acceptance criteria associated with each Base ITAAC has been met. All such Documentation shall be maintained by Contractor through Final Completion and shall be readily retrievable within a reasonable time upon request by Owner. If upon completion of the relevant inspections, tests and analyses the Unit fails to satisfy any Base ITAAC requirements, then Contractor shall be responsible to perform the Work that may be necessary for the Facility to satisfy such Base ITAAC requirements at Contractor’s cost. Contractor shall perform such remedial Work such that the Facility shall satisfy the failed Base ITAAC requirements within [***] of the failure, or within a reasonable time after [***] if such Work is being prosecuted diligently, but cannot reasonably be completed with [***]. No failure of Contractor to satisfy any Base ITAAC requirement shall be considered an event of Force Majeure, or entitle Contractor to seek a Change Order under Section 9.1, unless a cause of the failure qualifies as grounds for a Change Order under Article 9 .           (c) For ITAACs that are not within Contractor’s responsibility, Contractor agrees to promptly supply the information or assistance that is reasonably requested by Owner, and Owner will pay Contractor for such information or assistance on a Time and Materials Basis. ARTICLE 5 — QUALITY ASSURANCE; INSPECTION OF WORK; 10 C.F.R. 21;
SAFEGUARDS INFORMATION      5.1 Quality Assurance Program.           (a) Contractor has sole responsibility for the quality assurance and quality control of the Work, including the Work performed by its Subcontractors. Contractor has provided to Owner the Quality Assurance Program either in hard copy or electronically via

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access to the deliverable AP1000 Facility Information. The " Quality Assurance Program " means collectively, the Westinghouse Quality Management System (" QMS ") and the Shaw Stone & Webster Standard Nuclear Quality Assurance Program (" SWSQAP ") each of which has been approved by the NRC. The Quality Assurance Program and any changes thereto shall meet the requirements of 10 CFR Part 50 Appendix B and ASME NQA-1–1994, and be accepted by the NRC and Owner. The Quality Assurance Program is subject to review and audit for compliance to 10 CFR Part 50 Appendix B and ASME NQA-1–1994 by Owner. These audits and annual evaluations performed by Owner shall be the basis for Acceptance by Owner. Contractor, with input from Owner, has put together the project specific clarifications and modifications with respect to the Quality Assurance Program and has set forth such items in the Project Quality Assurance Program Interface Plan (" PQAPIP "). The Quality Assurance Program and the PQAPIP will collectively be the " Project Quality Assurance Program " or " PQAP ". Owner’s review and Acceptance of the PQAP shall not relieve Contractor from its obligations to comply with the requirements of this Agreement and 10 CFR Part 50, Appendix B.           (b) Contractor will provide Owner with five (5) controlled copies of the PQAPIP and Quality Assurance Program or make it available electronically as part of the deliverable AP1000 Facility Information. Contractor will follow the PQAP throughout its performance of the Work. The PQAP and associated policies and procedures shall address the Work in a manner consistent with its classification with respect to importance to nuclear safety (i.e., safety related, significant contributor to plant safety, non-safety related) as classified in the DCD and subsequently the COL. In addition, the PQAP shall address commercially critical items in accordance with the provisions of Section 5.3 .           (c) Contractor shall be entitled to a Change with respect to the cost and expense of updating the PQAP on an on-going basis to reflect any changes in ASME NQA-1 or NRC requirements or other regulatory changes or changes related to the issuance of the COL that occur after the Effective Date unless there is no incremental cost or other impact with respect to the Work associated with the Facility that occurs because of such regulatory change. If Contractor is entitled to one or more Changes under this Section 5.1 , then the provisions of Section 9.1(d) regarding possible cost sharing among other AP1000 Nuclear Power Plant customers will be applicable to the extent that such Change and the basis therefore meet the requirements of such Section. The PQAP shall support Owner’s compliance with 10 C.F.R. Part 50 Appendix B and shall be subject to review and audit by Owner at its request. For purposes of the American Society of Mechanical Engineers (ASME) Code, Contractor shall be designated as Owner’s agent.      5.2 Augmented Quality Controls for Non-Safety Related Structures, Systems and Components. For non-safety related structures, systems and components that are significant contributors to plant safety and for associated Services, Contractor shall implement quality assurance requirements consistent with their design classification in the AP1000 Design Certification and Section 17.5.II.V of NUREG-0800 (March 2007).      5.3 Augmented Quality Controls for Commercially Critical Items. For other non-safety related items and services that are listed on Exhibit CC , Contractor shall implement quality assurance controls to the extent necessary to assure the quality of the items or services

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being supplied, consistent with Good Industry Practices. Contractor will provide Owner a copy of the program description for implementing the quality assurance controls for Owner’s review and Acceptance.      5.4 Subcontractor Quality Assurance. In accordance with the PQAP, Contractor shall also require Subcontractors performing Work within the scope of 10 CFR Part 50 Appendix B or which provide materials, services or both that are nuclear safety related or which perform Work governed by the augmented quality controls referred to in Section 5.2 or 5.3 , to establish, implement and maintain appropriate quality assurance programs at each location where Work is being performed (which may either be the PQAP or another quality assurance program capable of being audited to the PQAP requirements for the scope of supply), consistent with the nuclear safety quality classification of their portion of the Work. Contractor shall be responsible for the performance by Subcontractors of Work within the scope of the PQAP, 10 CFR Part 50 Appendix B (the " Appendix B Subcontractors ") or the applicable augmented quality controls referred to in Sections 5.2 and 5.3 hereof. Appendix B Subcontractors’ audit reports shall be made available for review by Owner or its designee. At its own cost, Owner or its representative may participate in scheduled audits of Subcontractors performed by Contractor. Contractor will quarterly provide Owner a list of the upcoming Contractor scheduled audits of the Appendix B Subcontractors and audits of the Subcontractors listed on Exhibit P-1 , and Owner may designate which of such audits it would like to attend. Following Contractor’s receipt of notice that Owner intends to attend an audit, Contractor will keep Owner informed of any material changes to the time, location or substance of such audit. Where required by Law, and for the commercially critical items listed in Exhibit CC , Contractor shall include in the applicable Subcontracts access rights at each tier of a procurement, so that the procurement documents provide for access to the applicable Subcontractors’ plant facilities and records for inspection or audit by Owner, its designated representative, and/or other Persons authorized by the Parties. To the extent practical, Owner will coordinate with Contractor in the exercise of such inspection and audit rights so that Contractor has notice of Owner’s exercise of such right and has an opportunity to be present during such inspection or audit.      5.5 Contractor Quality Control and Inspection Activities. Contractor shall be responsible to perform the quality control and inspection activities and to create legible Documentation in accordance with the PQAP. The quality control and inspection activities will be consistent with the nuclear safety quality classification of the Work under evaluation. The Persons performing quality assurance or quality control functions for Contractor shall have sufficient authority and organizational freedom to identify quality problems; to initiate, recommend or provide solutions; and to verify implementation of solutions. Such Persons performing quality assurance or quality control functions shall report to a management level such that this required authority and organizational freedom, including sufficient independence from cost and schedule when contrary to safety considerations, is provided.      5.6 Access and Auditing On-Site and Other Facilities.           (a) Contractor shall provide Owner and Owner designated Persons with access to the Work at the Site and Nearby Work Areas when Work is being performed and to portions of Contractor’s premises and working facilities where Work is being performed, and with pertinent Documentation and other necessary information and assistance relating to the

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Work, for auditing of activities for conformance with the requirements of this Agreement and the PQAP. Such audits shall be coordinated with Contractor so that Contractor has reasonable prior notice of such audit and has an opportunity to be present during such audit. Contractor shall include in its Subcontracts with (i) Major Subcontractors and (ii) Appendix B Subcontractors a provision granting the access inspection and audit rights required by ASME NQA1-1994 by Owner and Owner Designated Persons at Major Subcontractors’ and Appendix B Subcontractors’ premises and working facilities and shall require such Subcontractors to include such rights in their contracts with Major Subcontractors and Appendix B Subcontractors. This right of access to the Site, Nearby Work Areas and Contractor’s, Major Subcontractors’, and Appendix B Subcontractors’ other facilities extends to representatives of the NRC and other Owner Designated Persons for the purpose of performing quality assurance and quality control activities. Quality assurance and quality control activities at Major Subcontractors’ and Appendix B Subcontractors’ premises and working facilities under this Agreement are defined as participation in scheduled audits, and execution of Owner Witness and Hold Points, such as in-process testing and final product review for Acceptance. In cases where Contractor incurs additional cost from Subcontractors due to Owner’s request to perform additional quality assurance and quality control activities beyond these activities, Contractor shall be entitled to a Change Order in accordance with the procedures set forth in Article 9 .           (b) Quality assurance and quality control inspections and audits of Major Subcontractors and Appendix B Subcontractors includes activities necessary to address quality issues which may arise at the supplier and sub-supplier level. Contractor shall implement, and require its (i) Major Subcontractors and (ii) Appendix B Subcontractors to implement, measures necessary to be taken to ensure compliance with this Agreement where such measures are identified as a result of a quality assurance audit or surveillance carried out by Owner or Owner’s designees.           (c) The rights of access described in this Section 5.6 are subject to: (i) reasonable restrictions which may be identified by Contractor or a Subcontractor related to access to proprietary information, (ii) restrictions for reasons of national security and restrictions of access by foreign (non-U.S.) nationals, and (iii) additional costs for access beyond scheduled audits and participation in Owner Witness and Hold Points. If it is determined that the Work is not being done in accordance with the requirements of this Agreement or there is a pattern of non-conformances materially exceeding industry norms, Owner shall not be liable for the cost and schedule impacts, if any, related to such additional audits and Contractor shall not be entitled to a Change Order with respect thereto.      5.7 Owner Designated Persons. Throughout this Article 5 and elsewhere in this Agreement, Owner is granted the rights, either directly or through Owner designees, Owner authorized Persons and/or Owner’s agents or representatives (collectively, the " Owner Designated Persons "), to audit, inspect or witness the Work, related facilities, policies and procedures. Owner covenants it will give reasonable prior notice to Contractor of the identity of Owner Designated Persons. Owner also agrees to exercise reasonable efforts to designate, employ, authorize or appoint Owner Designated Persons that are not Persons whose involvement would pose a significant confidentiality or intellectual property security risk to the Work or Contractor. To the extent that any of Contractor’s competitors are granted access to the Work or related facilities or information, such access will be subject to reasonable restrictions and

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limitations as specified by Contractor. The confidentiality and other obligations with respect to Owner and its actions in connection with this Agreement shall be applicable to the Owner Designated Persons and Owner shall be responsible for the breach of such obligations by Owner Designated Persons.      5.8 Additional Access and Auditing Requirements. Quality assurance, quality control and other audit or inspection activities initiated by Owner, other than those permitted under Section 5.6 , shall be accommodated by Contractor to the extent practical. Any such additional quality assurance, quality control and inspection activities requested by Owner under this Section 5.8 shall be the basis for a Change under Article 9 , unless it is determined that the Work is not being done in accordance with the requirements of this Agreement or there is a pattern of non-conformances materially exceeding industry norms.      5.9 Owner Witness and Hold Points.           (a) Following the selection of a specific Subcontractor for the components identified in Exhibit Q , Contractor shall include Owner Witness and Hold Points identified in Exhibit Q in the respective manufacturing and fabrication plans for such components. Contractor shall provide Owner access to or copies of the applicable manufacturing and fabrication schedules and regular updates to these schedules, such that Owner has advance notice of approaching scheduled Owner Witness and Hold Points. Owner shall be notified in writing by Contractor of Owner Witness and Hold Points at least ten (10) Business Days prior to the scheduled activity. Owner may designate additional Owner Witness Points and/or Owner Hold Points. To the extent the aggregate amount of the Owner Witness Points or Owner Hold Points exceeds the base line for the Owner Witness and Hold Points, there shall be an adjustment to the applicable terms and conditions of this Agreement through the Change Order process as set forth in Article 9 .           (b) If Contractor proceeds with the Work without giving Owner the ten (10) Business Day written notice in accordance with Section 5.9(a) above, then Contractor shall uncover the Work and accommodate the Owner Witness or Hold Point inspection and testing at Contractor’s expense as provided in Section 5.10 , unless waived in writing by Owner.           (c) Work may proceed beyond Owner Witness Points, in the absence of Owner or its designee attending the specified inspection or surveillance provided that Contractor gave the required ten (10) Business Day notice in accordance with Section 5.9(a) above. Work may not proceed beyond an Owner Hold Point without a written waiver from Owner, provided that if Owner has been notified of the scheduled Owner Hold Point at least ten (10) Business Days prior to such Owner Hold Point in accordance with the terms of Section 5.9(a) above, then delays incurred by Contractor as a result of Owner’s failure to attend an Owner Hold Point shall entitle Contractor to a Change Order subject to the requirements of Article 9 . If the ten (10) Business Day notice was given in accordance with the terms of Section 5.9(a) above, then requests by Owner to witness tests or conduct surveillance after the scheduled point in time designated for an Owner Witness Point shall be accommodated by Contractor only if technically feasible and shall entitle Contractor to a Change Order in accordance with the procedures set forth in Article 9 .

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          (d) Witnessing of tests or other surveillance by Owner shall be at Owner’s expense. If Owner performs the surveillance or elects not to perform a surveillance, such surveillance or waiver will not relieve Contractor of its obligations under this Agreement.      5.10 Uncovering of Work; Re-performance of Inspection and Testing. In the event Owner requests in writing that any Work be uncovered to determine whether such Work is deficient, Contractor shall uncover the Work as requested and shall reperform any tests or inspection as required by Owner. Contractor shall be entitled to a Change Order unless the uncovering of Work is required pursuant to Section 5.9(b) , or the Work is found to be deficient; provided, that if Owner unreasonably delays delivery of its request to uncover the Work then Contractor shall be entitled to a Change Order with respect to the additional cost and/or schedule impacts caused by Owner’s delay. Work is deficient or nonconforming unless the applicable Documentation is complete, accurate and reflects the Work performed in accordance with Good Industry Practices and the PQAP. If the Work is found to be deficient or nonconforming, Contractor shall address such deficiency or nonconformance pursuant to Section 5.11(c) at Contractor’s cost. During the Warranty Period, the provisions of Article 14 shall apply to any Work that does not conform to the Warranties.      5.11 Reporting of Defects and Non-compliance; 10 CFR 21.           (a) Contractor shall comply and shall require its Subcontractors to comply with the provisions of 10 CFR Part 21, "Reporting of Defects and Noncompliance," in the performance of its obligations under this Agreement. Without limiting the foregoing, Contractor shall act as the "dedicating entity," as defined in 10 CFR § 21.3, and comply with the requirements of 10 CFR § 21.21(c). Contractor shall comply with the posting requirements of 10 CFR § 21.6 at the Site.           (b) Contractor shall permit the NRC to inspect records, premises, activities and basic components as necessary to accomplish the purposes of 10 CFR Part 21, including permitting the NRC the opportunity to inspect records pertaining to basic components that relate to the identification and evaluation of deviations, and the reporting of defects and failures to comply, including any advice given to purchasers or licensees on the placement, erection, installation, operation, maintenance, modification, or inspection of a basic component. Contractor shall provide Owner with copies of all notices and other Documentation that Contractor discloses to the NRC related to the Work concurrently with such disclosure to the NRC, including those disclosed pursuant to 10 CFR Part 21 and 10 CFR Part 50.55(e) and (f).           (c) Work that does not conform to specified requirements hereunder shall be subject to controls implemented by Contractor to prevent installation or use of such nonconforming Work. Such controls shall provide for Contractor’s identification, documentation, evaluation, segregation when practical and disposition of such nonconforming Work. Nonconformance to contract requirements or Owner approved documents, where the proposed disposition is repair or use-as-is shall be submitted to Owner for review and approval. Nonconformances submitted for Owner’s approval shall include Contractor-recommended disposition and technical justification. Disposition of nonconforming Work may include rework, use-as-is, repair or reject, and/or scrap. Repaired Work shall be re-inspected to verify conformance with the requirements specified by the disposition, and re-performed Work shall be re-inspected to verify conformance with the original, specified requirements hereunder.

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     5.12 Calibrations with respect to Non-Safety Items. Measuring and test equipment (" M&TE ") used to determine conformance to specified requirements or to develop design criteria, shall be calibrated or verified, as necessary to assure the capability and accuracy of the M&TE. The M&TE shall be subject to the controls of the Contractor’s Calibration Program as described in the PQAP.      5.13 Stop of Work. Owner reserves the right through any Owner Designated Person to require Contractor to stop performance of a portion of the Work (a " Stop Work Order ") when significant conditions adverse to the quality of such portion of the Work arise that: (i) cause damage to the Work, (ii) prevent Owner from exercising its inspection or audits rights hereunder, or (iii) cause Contractor to not fulfill its obligations hereunder. Contractor shall take prompt corrective actions to resolve such conditions identified by Owner prior to Contractor’s resumption of its performance of such stopped Work. To the extent practical, prior to Owner’s exercise of such right, Owner shall formally notify Contractor in writing of the reason for stopping such portion of the Work and the expected conditions under which such portion of the Work can resume. Significant conditions that may result in stopping Contractor’s performance of a portion of the Work include the following:

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If Owner issues a Stop Work Order, there will not be an adjustment to the Milestone Performance Schedule, the Contract Price or any other provisions of this Agreement, unless it is determined that the circumstances at the time of the Stop Work Order did not give Owner the right to issue a Stop Work Order under this Section 5.13 .      5.14 Safeguards Information. Contractor and its Subcontractors will have access to safeguards information as defined in 10 CFR 73.2 during performance of the Work. Contractor agrees that safeguards information shall be handled and protected from unauthorized disclosure in accordance with the requirements of 10 CFR 73.21, NRC Management Directive No. 12, and Section 147 of the AEA.      5.15 Components and Welds. Welds that are performed on any pressure boundary or on any component in the Unit that are subject to pre-service and in-service inspection requirements shall be accessible and inspectable after completion of the Facility, including one hundred percent (100%) of the ASME code section XI required volume and/or area, as applicable. When component design precludes obtaining one hundred percent (100%) of the Code-required volume, the minimum coverage may be ninety percent (90%) as permitted by Code Case N-460. The basis for not being able to obtain one hundred percent (100%) shall be documented in the design package. Reactor head penetrations and nozzles shall be inspectable to the FIRST REVISED NRC ORDER (EA-03-009), or an NRC-approved ASME Code Case. Pre-service inspection shall be performed on the CRDM nozzles and welds as required by ASME code section XI. During the fabrication of Equipment or during construction of the Unit, all pressure boundary welds shall be inspected by qualified personnel using appropriate non-destructive examination methods in strict accordance with applicable codes and standards. Contractor shall maintain records of all such weld inspections, including all weld repairs, and shall make such records available to Owner upon Owner’s request. Repair records shall include the extent of repairs (length, depth, and location) for each repair. Pre-service inspection results shall be provided to the Owner, including those recorded and retained in electronic format (e.g., UT and ECT). ARTICLE 6 — CONTRACT PRICE      6.1 Components of the Contract Price. The Contract Price as of the Effective Date for Contractor’s Scope of Work for the Facility is Seven Billion, Six Hundred Fifty Million Dollars ($7,650,000,000), as further described in Exhibit H . The Contract Price shall be subject to the Price Adjustment Provisions in Article 7 and Exhibit J , and subject to Changes under Article 9 that may modify the Contract Price.      6.2 Price Breakdown. Contractor shall provide Owner with a schedule of values covering the pricing of the Work in accordance with Exhibits H and K . In addition to other

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pricing and audit information requirements under this Agreement, Contractor agrees to furnish, as requested by Owner, a breakdown of the Contract Price or documentation sufficient to satisfy the requirements of applicable Government Authorities, including the Federal Energy Regulatory Commission, the NRC, the Florida Public Service Commission, the Florida Department of Revenue, and other applicable tax authorities. ARTICLE 7 — PRICE ADJUSTMENT PROVISIONS      The amounts payable to the Contractor under [***] provisions of this Agreement, [***] shall be subject to the [***]. ARTICLE 8 — PAYMENTS AND SECURITY      8.1 Payments.           (a) Payment for Time and Materials Work that is Not Construction Work . During performance of the Work, Contractor shall invoice Owner monthly for Work performed on a Time and Materials Basis that is not construction Work for charges incurred during the prior month. Invoices for each month shall be submitted by Contractor to Owner by the tenth (10th) Day of the following month. Payment shall be due from Owner within thirty (30) Days following receipt of the invoice, subject to the conditions set forth below. Time and Materials Work that is construction Work shall be invoiced and paid for in accordance with Section 8.1(c) .           (b) Milestone Payments for [***] Work . During performance of the Work, Contractor shall be paid for the [***] Work in accordance with the Milestone Payment Schedule in Exhibit F-1 . The applicable portion of the [***] will be invoiced by Contractor upon the completion (or substantially completed as provided below) of each Payment Milestone. Submittal of each invoice by Contractor for a Milestone Payment shall constitute a representation by Contractor that it has performed and provided the Work required for such payment in accordance with this Agreement or otherwise covered by such invoice, and that Contractor has paid all Subcontractors for all Work performed and Equipment supplied under all previous Contractor invoices that are due and payable, and are not the subject of a good faith dispute. Payment shall be due from Owner within thirty (30) Days following receipt of the invoice, subject to the conditions set forth below. Payment Milestones are not required to be completed in the sequence set forth in Exhibit F-1 , nor must invoices for completed Payment Milestones be submitted in the sequence set forth in Exhibit F-1 . Payment Milestones may be performed and invoiced no more than [***] ahead of the time for the performance of such Work under the Project Schedule; and further provided, that Contractor shall not submit an invoice for a Payment Milestone to the extent that the aggregate value of all invoices submitted for Payment Milestones exceeds the sum of (i) the Milestone Payments that were scheduled to be invoiced prior to the current calendar year, plus (ii) [***] of the Milestone Payments scheduled to be invoiced in the current calendar year. However, the actual amount of the invoice in excess of [***] of the current calendar year’s annual budget shall not exceed the year end cash flow projection provided by Contractor to Owner by the last Business Day of the third calendar quarter of that respective Year, unless otherwise agreed in a Change Order. If agreed by Owner, Contractor shall have the option to invoice for substantially completed Payment

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Milestones on a pro rata basis and any such agreement between Owner and Contractor shall be set forth in a Change Order. Contractor shall keep Owner apprised of any material advancement in the anticipated timing of Milestone Payment obligations.           (c) Payment for Target Price Work and Time and Materials Construction Work . By Tuesday, 12:00 p.m. Eastern Time of each week during performance of the Work, Contractor will deliver to Owner an invoice for Target Price Work and Time and Materials Work for construction in an electronic form that is readable by Owner’s computer system. The invoice shall cover (i) labor and associated costs that were incurred and committed by Contractor during the prior week, and (ii) other costs, such as bulk materials, equipment, rentals, travel, living expenses, mobilization and the like that have been invoiced to Contractor and that are payable within the next thirty (30) Days and have not previously been invoiced by Contractor to Owner. Payment of invoices submitted by Contractor to Owner as provided above shall be due from Owner by Thursday, 5:00 p.m. Eastern Time of the same week in which the invoice is submitted. Exhibit F-2 provides an estimated payment schedule for Work to be performed on a Time and Materials Basis and a Target Price Basis.      8.2 Final Payment. Upon achievement of Final Completion, Contractor shall submit to Owner an invoice for the final Milestone Payment and other payments due under this Agreement (the " Final Payment Invoice ") which shall set forth the remaining amounts due to it pursuant to this Agreement. When submitting the Final Payment Invoice, Contractor shall submit a final lien waiver in the form set forth in Exhibit T-2 provided that the waiver shall be conditioned on Contractor receiving payment pursuant to the Final Payment Invoice. Payment of the Final Payment Invoice shall be due within thirty (30) Days following receipt of a correct invoice and the documentation specified above, subject to all other applicable conditions set forth in this Agreement. [***].      8.3 Supporting Documentation; Payment Disputes.           (a) Contractor shall submit invoices in an agreed format. Contractor may designate in the invoices that the amounts owed shall be paid in specified amounts to designated accounts; provided, that [***] If Toshiba’s Senior Unsecured Credit Rating falls below BBB- or Baa3 from S&P and Moody’s respectively or if Shaw’s Credit Rating falls below BBB- or Baa3 from S&P and Moody’s respectively, then Contractor shall monthly for so long as the applicable credit ratings remain below such thresholds provide to Owner interim lien waivers substantially in the form attached hereto as Exhibit T-1 executed by the Subcontractors who have provided invoices that are due and payable in an aggregate amount of goods and services in excess of [***]. Contractor shall make available such documentation and materials as Owner may reasonably require substantiating Contractor’s right to payment of any invoice. Milestone Payment invoices shall clearly indicate the Payment Milestone which has been completed in connection with such invoice. Invoices for Work performed by non-craft personnel on a Time and Materials Basis or Target Price Basis shall show each employee’s name, classification, hours worked, task performed and applicable rate of compensation to Contractor. Invoices for any Work performed by craft personnel on a Time and Materials Basis or a Target Price Basis shall indicate tasks performed and shall show each employee’s name, classification, hours worked, applicable rate of compensation to Contractor, and rate paid by Contractor to Contractor’s employees. Prior to the time that the number of Contractor

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Personnel working at the Site and Nearby Work Areas exceeds an average of one hundred (100) workers for any consecutive four (4) week period, Contractor shall utilize a either a manual or electronic "brassing" system to track entry and exit of its Personnel at the Site and Nearby Work Areas for performance of the Work, and provide electronic timesheet data to Owner for uploading into Owner’s electronic timekeeping system. Once the average number of Contractor Personnel reaches one hundred (100) or more workers during four (4) consecutive weeks, Contractor shall implement an electronic "brassing" or access control system to track which Contractor Personnel are on the Site and Nearby Work Areas performing Work. Such electronic "brassing" system shall feed the tracking employee information into Contractor’s electronic timekeeping system. Contractor shall also ensure that it provides electronic timesheet data to Owner for uploading into Owner’s electronic timekeeping system. In the event that Contractor’s "brassing" system is not functional, Contractor may provide Owner an alternate basis for the verification, reasonably acceptable to Owner, of the quantity of workers located on the Site and Nearby Work Areas. In the event that Contractor does not provide such an alternate basis for verification, reasonably acceptable to Owner, Contractor shall provide Owner with access in order to conduct an audit to verify that the electronic timesheet data regarding on-site labor corresponds to the quantity of workers located on the Site and Nearby Work Areas. If Owner is entitled to conduct such an audit pursuant to the foregoing, Owner’s payment obligations under Section 8.1(c) shall be extended by no more than three (3) additional Business Days after the original due date of the applicable payment required under Section 8.1(c) in order to provide Owner adequate time to perform such audit prior to making such payment. [***]. Bills of lading, and handling or shipping receipts for Equipment and materials shall be attached, as applicable, to any invoice requesting payment for such Equipment and materials. When transportation is prepaid, transportation receipts must also be attached to the invoices. If any Construction Equipment has been used, the invoice must also specify the Construction Equipment used, hours of usage, and rate of reimbursement for use. On-site labor, material and equipment costs, and freight charges must appear separately on the invoice. Any Tax paid on material or Equipment must be shown separately from the sale or rental price of those items.           (b) Payments and invoices will include tax information as required by Article 26 .           (c) If any invoice is deficient in any material respect, Contractor may be required by Owner to resubmit that invoice in proper form; provided, however, that Owner shall pay any portion of the invoice that is not deficient or subject to dispute, and shall pay any disputed amount to the extent required by Section 8.3(d) . Owner shall review each invoice and shall identify exceptions, if any, by providing Contractor with written notice stating the basis for such exceptions on or before the due date, to the extent any exceptions are discovered prior to the due date.           (d) Payment shall not waive Owner’s right to dispute an invoice. Any amount of an invoice that Owner disputes shall be resolved in accordance with Article 27 .      (i) Should a payment dispute not be settled within ten (10) Days of the due date, Owner shall pay the disputed amount including, without limitation, amounts disputed with respect to a Change, except Owner may [***].

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     (ii) Once the dispute is resolved, Owner shall pay any additional amount due or Contractor shall refund any amount by which it was overpaid, as applicable, within five (5) Business Days after the date of the final resolution, together with interest at a rate equal to the [***] per annum, applied from the original due date of the payment until paid, or in the case of any overpayment, from the date paid until refunded by Contractor.           (e) If Owner fails to pay Contractor undisputed sums due and owing by the due date or, fails to pay the required portion of any disputed amounts by the date required as set forth in Section 8.3(d)(i) above, Contractor shall notify Owner of the overdue payment, and a late payment charge shall accrue at a rate equal to the [***] per annum from the due date; provided, that with respect to weekly payments owed in accordance with Section 8.1(c) , no interest will accrue under this Section 8.3(e) for the first [***] a payment is late unless there have been two or more other late payments during the [***] period prior to the due date.      8.4 [***]      8.5 No Acceptance by Payment. Owner’s payment of any invoice does not constitute approval or acceptance of any Work, item or cost in that invoice, nor shall payment constitute a waiver of any rights or remedies, and shall not be construed to relieve Contractor of any of its obligations under this Agreement.      8.6 Security for Payments from Contractor. As a material inducement for Owner to enter into this Agreement, Westinghouse agrees to supply to Owner a Parent Company Guarantee from Toshiba, and Stone & Webster agrees to supply to Owner a Parent Company Guarantee from Shaw, in the forms set forth as Exhibit W-1 and Exhibit W-2 as applicable. Each Parent Company Guarantee shall be signed by an officer of Toshiba and Shaw, respectively, and shall be delivered to Owner on the Effective Date. The Parent Company Guarantee by Toshiba and by Shaw shall each be accompanied by a certificate of incumbency signed by the Secretary (or equivalent) of Toshiba and Shaw, respectively, certifying that the person signing each Parent Company Guarantee is fully authorized to sign the guarantee on behalf of Toshiba and Shaw.      8.7 Manner of Payment. All payments due under this Agreement shall be paid by electronic transfer to the accounts specified in a Notice from Contractor.      8.8 Cash Flow Accruals. The Contractor shall provide monthly accruals to the Owner by no later than noon on the last Business Day of the month. The accruals will reflect (a) the estimated cost of Work that will be completed during that month, which are to be reflected on the invoices issued during the next month, and (b) the estimated total amount for Work that will be invoiced, due, and payable by the end of the then current Year. The accruals shall reflect the estimated project and task totals in a manner consistent with the pricing in this Agreement, identifying separately the price of Equipment, labor and miscellaneous expenses.      8.9 Work Completed Accruals. No later than noon on the last Business Day prior to the end of each Year, Contractor shall supply to Owner an estimate of the percentage of completion of Work being performed [***] and the corresponding dollar value for such completed Work, including Major Components and major modules that are being manufactured, fabricated or assembled on or off the Site or Nearby Work Areas.

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     8.10 Cash Flow Covenant. The Contractor shall work with Owner and shall use commercially reasonable efforts to optimize Owner’s cash flow in order to reduce Owner’s financing costs for the Work; provided, however, that in no event shall Contractor be required to make any changes or modifications that adversely impact Contractor’s cost, cash flow, demonstrated risk or the execution of the Work unless the Parties mutually agree to a Change Order pursuant to Article 9 prior to implementing such changes or modifications to Owner’s cash flow. The Parties will evaluate potential impacts to cost and schedule in conjunction with proposed changes to the cash flow. ARTICLE 9 — CHANGES IN THE WORK      9.1 Requests for and Entitlement to Change Orders.           (a) Requests for Change Orders . Subject to the criteria in Sections 9.1(b) and (c) the following occurrences or circumstances shall entitle Contractor or Owner to a change to the Work and/or related obligations hereunder in accordance with the provisions of this Article 9 (each a " Change "):      (i) any addition to, deletion from, or modification of the Facility requested by Owner or any Change in the Work that is agreed to by the Parties in writing;      (ii) any Change that arises as a result of the issuance of the COL;      (iii) an event of Force Majeure;      (iv) a Change in Law; [***];      (v) issuance of new ITAAC or revisions to any ITAAC;      (vi) encountering conditions at or affecting the Site, Nearby Work Areas or transportation that are inconsistent with the Site, Nearby Work Areas and Transportation Assumptions or that a Reasonably Prudent Contractor would not have discovered or otherwise been aware of prior to the Effective Date;      (vii) a request by Owner that Contractor use a Subcontractor other than the one proposed by Contractor, as provided in Section 3.7 ;      (viii) a request by Owner to witness tests or conduct surveillance after-the-fact as provided for in Section 5.9(c) , provided that the ten (10) Business Day notification required under Section 5.9(a) has been provided;      (ix) uncovering of the Work (unless the Work is found to be deficient) as provided for in Section 5.10 ;      (x) any act, fault, omission, or breach with respect to Owner’s obligations under this Agreement or any delay by Owner, including any delay in giving any required approvals or in performing any of the Owner’s responsibilities or obligations under this Agreement;

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     (xi) a suspension of the Work pursuant to Section 22.1(a) ;      (xii) failure of Owner to issue the Full Notice to Proceed on or before the date required under the Milestone Performance Schedule, unless Contractor has exercised its right to terminate the Agreement as a result of such delay pursuant to Section 22.5 ;      (xiii) an instruction by Owner to Contractor to accelerate the Project Schedule; provided, that for purposes of clarification, the Parties agree that to the extent another provision of this Agreement requires an acceleration and specifies how to allocate responsibility for any affects of such acceleration, this Section 9.1(a)(xiii) shall not be interpreted to override or reallocate the responsibility for the impacts of such acceleration;      (xiv) Owner elects to purchase Mandatory Spare Parts or Optional Spare Parts, or Mandatory Spare Parts are unavailable as provided in Section 3.6(d) ;      (xv) the DOE does not fully fund all amounts specified in the DOE and Westinghouse Cooperative Agreement DE-FC07-07ID14779 Westinghouse Electric Company Construction and Licensing Demonstration Project in accordance with the dates specified for funding in such agreement;      (xvi) a change in Industry Codes and Standards; or      (xvii) any other event or circumstance specifically identified in this Agreement as constituting a Change or entitling Owner or Contractor to seek a Change Order.           (b) Contractor’s Entitlement to Change Order . To the extent that the event or circumstance that is the basis for the Change is not due to any act, fault, omission, or breach by Contractor with respect to its obligations under this Agreement, and provided that the event or occurrence adversely affects Contractor’s or its Subcontractors’ ability to perform the Work, increases the cost of the Work, affects the Contractor’s ability to achieve the Performance Guarantees or Warranties or any other obligations under this Agreement, or causes Contractor to be unable to meet the requirements of the Milestone Performance Schedule, Contractor shall, consistent with other applicable terms and conditions of this Agreement, be entitled to an adjustment as appropriate to the Contract Price, the Milestone Performance Schedule, the Milestone Payment Schedule, the Guaranteed Substantial Completion Date, the Scope of Work and/or such other parts of this Agreement as may be affected by such Change. Any such Change shall be authorized by a Change Order to be issued by Owner under Section 9.4 .           (c) [***]           (d) If the basis for a Change that meets the criteria set forth in Section 9.1(a) (except for Section 9.1(a)(xv) , which is subject to the provisions of Section 9.1(f) ) affects or

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will affect the Work of Contractor in designing, developing or supplying the AP1000 Nuclear Power Plant for Owner [***], then any adjustment to the Contract Price pursuant to Section 9.4 [***]. Any adjustment pursuant to Section 9.4 will take into account other funds (whether supplied by any insurance company, Government Authority or otherwise) that are actually received by Contractor to pay all or a portion of the cost of such Change. [***].           (e) [***].           (f) Change in connection with DOE Funding Shortfall [***] . If DOE fails to fully fund obligations described in Section 9.1(a)(xv) , then Contractor shall receive a Change Order equal to [***] the dollar amount of such underfunding, which amount shall be due and payable to Contractor within thirty (30) Days of Owner’s receipt of Notice from Contractor of such shortfall. [***].           (g) Owner Held Contingency (OHC) Usage . [***].           (h) [***].      9.2 Owner-Directed Changes.           (a) Standard Plant . It is the intent of the Parties to preserve the standard design for the AP1000 Nuclear Power Plant, including the approach to the supply chain, construction, licensing, operation and maintenance of the Standard Plant to the greatest extent practical. Owner’s right to direct a Change in the Standard Plant design for the Facility as provided in Section 9.4 is limited to a Change that:           (i) is requested by Owner or the First Wave Utility Customers, to be considered by Contractor in the same manner and subject to the same standards as Contractor applies to the design and engineering comments received from Owner or the First Wave Utility Customers under Section 3.8(a) ; or           (ii) is reasonably necessary due to specific Facility related issues, or is necessary to satisfy the requirements of the COL or any Governmental Authority.           (b) Other than Standard Plant . Owner may direct a Change concerning any Work that is not part of the Standard Plant design for the Facility as provided in Section 9.4 , so long as it is technically feasible and in accordance with Good Industry Practices.      9.3 No Oral Changes. Contractor shall not comply with oral Owner-directed Changes in the Work. If Contractor believes that any oral notice or instruction received from Owner will involve a Change in the cost, time to perform or integrity of the Work, it shall require that the notice or instruction be given by Owner in writing and shall then proceed according to the provisions of Section 9.4 . Contractor shall neither be required to perform nor be entitled to a Change Order with respect to any oral Owner-directed Change. Any cost to perform oral Changes shall be for Contractor’s account, and Contractor waives any and all rights to claim from Owner for such costs or additional time to perform the Work as a result of compliance by Contractor with such oral Changes.

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     9.4 Change Orders.           (a) Subject to Sections 9.1, 9.2 and 9.3 , Owner or Contractor (as applicable) shall submit a Notice of any proposed Change to the other Party. Promptly following such Notice, Contractor shall provide Owner the following as such information becomes available:      (i) details of the effect of the Change on the provisions of the Agreement, including any cost, Project Schedule or Milestone Performance Schedule impacts;      (ii) options to mitigate the costs or delays associated with the Change;      (iii) when required, an evaluation of the impact on the Licensing Basis as of the date of the proposed Change;      (iv) a written description of the proposed Change to the Work, including any adjustment(s) to the Established Target Price (if applicable) and the Contract Price or the Project Schedule or the Milestone Performance Schedule;      (v) a written proposal for executing the Work as changed; provided such proposal shall to the extent commercially reasonable have the aim to mitigate the impact of the proposed Change on this Agreement, including the changes to the Work taken as a whole; and      (vi) any proposed revisions to this Agreement. Contractor shall provide Owner such supporting documentation for the foregoing as Owner may reasonably request. Owner shall, as soon as practicable after receipt of such submittal and supporting documentation, respond with any comments or questions. If Owner responds with comments or questions, Contractor shall endeavor to address such comments or answer such questions as soon as practicable. [***].           (b) If Owner accepts such written proposal (as the same may have been modified by mutual agreement of the Parties), or the Parties otherwise agree to a Change, Owner shall issue a written order to Contractor setting forth the revisions to this Agreement as provided in such agreed upon written proposal or as otherwise agreed to by the Parties (the " Change Order "). If the Parties cannot agree upon the revisions to this Agreement to be effected as a result of a Change, Owner shall be entitled to issue a Change Order (subject to the limitations set forth in this Article 9 ) that Owner, in good faith, believes complies with Section 9.4 , which revisions shall include those revisions as the Parties may have agreed upon, and Contractor shall perform its obligations hereunder as modified by such Change Order and to the extent not in violation of applicable Law, provided that such performance shall be without prejudice to Contractor’s right to dispute the revisions to this Agreement to which the Parties could not agree and the Parties shall resolve the dispute in accordance with the Dispute Resolution procedures set forth in Article 27 .

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          (c) Notwithstanding the provisions of Section 9.4(b) , but subject to the provisions of Sections 9.1, 9.2 and 9.3 , in exigent circumstances Owner may issue a Change Order to Contractor, with respect to additional work that was not in the Contractor’s original Scope of Work, in lieu of the Notice of proposed Change described in Section 9.4(a) , and Contractor will diligently proceed with the Work as changed. Promptly upon receipt of any such Change Order, Contractor shall supply to Owner the information described in Section 9.4(a) , and the Change Order will be amended in writing as soon as practical thereafter to comply with the requirements of Section 9.4(b) . If Owner issues a Change Order under this Section 9.4(c) or if a Change Order is issued under Section 9.4(b) above but there is no agreement among the Parties on the pricing or the adjustment to the Contract Price in connection with such Change Order, then Contractor shall perform the Work specified in the Change Order and shall be paid on a Time and Materials Basis, using the rates in Exhibit G . Either Party may submit to Dispute Resolution the determination of the revisions to this Agreement to be effected as a result of a Change under this Section 9.4(c) including the appropriate price change relating to the portion of the Work specified in such Change Order which Contractor has not completed on or prior to the DRB’s decision. Until a ruling has been issued pursuant to such Dispute Resolution process, Contractor shall be paid on a Time and Materials Basis as described above.           (d) If Contractor provides the Change Order proposal and/or information required under Section 9.4(a) because of a request for same from Owner or because of an event or circumstance that ultimately results in a Change, then, a Change Order shall be issued to reimburse Contractor for all reasonable costs and expenses incurred by Contractor in complying with Section 9.4(a) , including costs associated with reviewing, evaluating and responding to such Notice of proposed Change or Change Order and charges for estimating services, design services and preparation of proposed revisions to this Agreement.           (e) The Parties shall amend the Agreement from time to time to incorporate agreed upon Change Orders into the Agreement.      9.5 Permitted Contractor Changes.           (a) If Contractor elects to make a change to the Work or a substitution of Equipment or materials to support performance of the Work, whether in the field or elsewhere, for purposes such as correcting deficiencies, avoiding interferences or improving access or for other similar circumstances and purposes, and such change or substitution (i) does not require a change in the plant layout drawings, design criteria, general arrangement drawings, functional or performance aspects of P&IDs or design specifications, electrical one line drawings or control wiring diagrams, (ii) does not increase Owner’s maintenance costs, (iii) does not reduce the reliability and quality of the Equipment, and (iv) does not result in a difference between the Units with respect to operation, maintenance or spare parts requirements (each such change or substitution being a " Permitted Contractor Change "), then Contractor may proceed with such Permitted Contractor Change provided that Contractor promptly provides Notice of such Permitted Contractor Change to Owner, and where practical provides such Notice prior to commencing such Permitted Contractor Change.

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          (b) Such Permitted Contractor Change shall not be contrary to the COL or the DCD, or any other requirements of this Agreement, and such Permitted Contractor Change shall be allowed upon Contractor’s reasonable technical evaluation that such Permitted Contractor Change does not adversely affect the form, fit or function of any Equipment or System. Such Permitted Contractor Change shall not result in a Change Order.      9.6 Optional Services and Equipment. The Parties acknowledge and agree that Exhibit A sets forth certain additional services and equipment, one or more of which, at the option of Owner, shall be included in the Work. If Owner desires to exercise such option, it shall provide Contractor Notice thereof, in which case such item shall be included in the Work and the Contract Price and such other provisions shall be modified as set forth in Exhibit A . ARTICLE 10 — FORCE MAJEURE      10.1 Performance Excused. No Party shall be considered to be in default or in breach of its obligations under this Agreement to the extent that performance of such obligations is delayed by the occurrence of any Force Majeure event. The financial inability of a Party to make a payment shall not be a Force Majeure event, and a Force Majeure or other event with causes or results in a Party’s financial inability to make a payment shall not excuse or allow the delay of any payment obligation due under this Agreement. Without limiting Contractor’s right to a Change, to the extent the Work is affected by an event of Force Majeure, Contractor shall use commercially reasonable efforts to cure, remove, otherwise correct, minimize and contain costs and expenses attendant on or arising from each Force Majeure event. Contractor will provide written periodic updates on its implementation of measures to mitigate the impact of Force Majeure events.      10.2 Notice. If a Party’s performance of its obligations under this Agreement is impacted or delayed by an event of Force Majeure, then such Party shall provide Notice to the other Party of the circumstances that the notifying Party claims to constitute an event of Force Majeure, and the obligations, the performance of which is impacted or delayed, and the nature and cause of the event in writing within [***] after the notifying Party becomes aware of the event of Force Majeure. The Party affected by an event of Force Majeure shall provide the other Party with weekly updates (i) estimating its expected duration, the cost of any remedial action, and the probable impact on the performance of its obligations hereunder, (ii) of the actions taken to remove or overcome the event of Force Majeure and (iii) of the efforts taken to mitigate or limit damages to the other Party. The Party affected by a Force Majeure event shall also provide Notice to the other Party when it ceases to be so affected. If a Party fails to give the other Party timely Notice of an event of Force Majeure in accordance with the Notice requirements of this Section 10.2 , [***]. ARTICLE 11 — TESTING; PERFORMANCE GUARANTEES      11.1 Scope and Objective of Testing. The scope of testing associated with this Article covers the testing which shall take place for each Unit at the Site and Nearby Work Areas. The testing that will be performed on-site consists of Construction and Installation Tests, Preoperational Tests, Start-up Tests and the Performance Tests, each as described in this Article 11 .

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All special test equipment and instrumentation shall be supplied by Contractor, and shall be covered by the Contract Price. Existing Unit instrumentation shall be used whenever practical.      11.2 Construction and Installation Tests.           (a) The adequacy of construction, installation, and preliminary operation of Equipment and Systems shall be verified by a program of Construction and Installation Tests. In this program, examples of various electrical and mechanical tests that shall be performed include the following:

On a System basis, completion of this program shall demonstrate that each System is ready for Preoperational Tests. Contractor will develop the Construction and Installation Test procedures consistent with its procedures for the Standard Plant and will provide the Construction and Installation Test procedures to Owner at least thirty (30) Days in advance of the testing for Owner’s review and Acceptance, which Acceptance shall not be unreasonably withheld. Owner will Accept such Construction and Installation Test procedures or provide a written description of its proposed changes thereto within fifteen (15) Days of its receipt of such Construction and Installation Test procedures. If Owner requests a change to the Construction and Installation Test procedures that goes beyond the scope of the Standard Plant procedures, then Contractor shall be entitled to seek a Change Order pursuant to Article 9 . Contractor shall provide the scheduled testing dates to Owner in writing at least fourteen (14) Days in advance so that Owner may witness the tests. Contractor shall not change the scheduled test dates without giving Owner at least fourteen (14) Days prior Notice. Owner is not required to witness these tests. Contractor shall perform the Construction and Installation Tests, and shall supply detailed Documentation, as specified in the test procedures, of the testing and the test results to Owner within thirty (30) Days after the test is completed. Should corrective work be necessary as a result of the test, Contractor shall re-perform any testing at its own cost promptly after the corrective work is performed, as required by Good Industry Practices.      11.3 Preoperational Tests.           (a) Following the successful completion of Construction and Installation Tests of all relevant Equipment and Systems, and after the Unit has achieved Mechanical Completion, Preoperational Tests shall be performed to demonstrate that the Equipment and Systems of the Unit perform in accordance with applicable design criteria so that initial Nuclear Fuel loading, initial criticality, and subsequent power operation can be safely undertaken. Notwithstanding the foregoing sentence, Preoperational Tests may be performed prior to

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Mechanical Completion of the applicable Unit and prior to completion of all Construction and Installation Tests for such Unit, if the overall Unit configuration supports such Preoperational Test(s) and any applicable ITAAC and the results of such test(s) would be valid. Preoperational Tests at elevated pressure and temperature are referred to as hot functional tests. The general objectives of the Preoperational Test program are the following:

Abstracts for the Preoperational Tests for portions of Systems/Equipment that perform safety-related functions; perform defense-in-depth functions; contain, transport, or isolate radioactive material; and for other applicable Systems/Equipment are specified in Chapter 14 of the Design Control Document.           (b) Contractor will develop the Preoperational Test procedures consistent with its procedures for the Standard Plant, including any first of a kind test requirements that may apply, and deliver them to Owner for review and Acceptance, which Acceptance shall not be unreasonably withheld, at least one hundred twenty (120) Days prior to performance of the tests. Owner will Accept such Preoperational Test procedures or provide a written description of its proposed changes thereto within thirty (30) Days of its receipt of such Preoperational Test procedures. Contractor will provide the final Preoperational Test procedures to Owner at least thirty (30) Days in advance of the testing. If Owner requests a change to the Preoperational Test procedures that goes beyond the scope of the Standard Plant procedures, then Contractor shall be entitled to seek a Change Order pursuant to Article 9 . Owner is responsible for conducting the Preoperational Tests with the Technical Direction of Contractor in accordance with the Project Schedule; provided, Contractor has performed its obligations under this Article 11 that are the prerequisites to such Preoperational Tests in accordance with the Project Schedule.           (c) Facility Equipment and Systems used in the performance of Preoperational Tests will be operated by Owner in accordance with Facility Manuals.

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          (d) Should the results of the Preoperational Tests indicate that any System or Equipment is not performing in accordance with the applicable specification or the requirements of this Agreement, Contractor shall promptly repair, replace or otherwise correct the deficiency and re-perform any Construction and Installation Test on the affected Equipment or System as required by Good Industry Practice. The affected Preoperational Test will be re-performed unless waived by Owner in writing. The Start-up Tests and the other Work and obligations that follow the Preoperational Tests shall not be delayed or held up for the completion of the Notices and Acceptance documentation process described in Section 12.3(b) .           (e) Contractor shall supply detailed Documentation, as specified in the test procedures, of the Preoperational Tests and the test results to Owner within thirty (30) Days after the Preoperational Tests are completed.      11.4 Start-up Tests.           (a) The Start-up Test program shall begin with initial Nuclear Fuel loading, after the Preoperational Tests have been successfully completed and Mechanical Completion has occurred. Start-up Tests can be grouped into four broad categories:

          (b) The general objectives of the Start-up Test program are:

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          (c) Abstracts of the Start-up Tests are provided in Chapter 14 of the Design Control Document. Contractor will develop the Start-up Test procedures per the guidelines documented in Chapter 14 of the Design Control Document and consistent with the Standard Plant procedures, including any first of a kind test requirements that may apply, and such procedures shall be subject to review and Acceptance, which Acceptance shall not be unreasonably withheld, by Owner prior to performance of any Start-up Tests. Owner will Accept such Start-up Test procedures or provide a written description of its proposed changes thereto within thirty (30) Days of its receipt of such Start-up Test procedures. Contractor will provide the final Start-up Test procedures to Owner for its review and approval at least sixty (60) Days in advance of the testing. If Owner requests a change to the Start-up Test procedures that goes beyond the scope of the Standard Plant procedures, then Contractor shall be entitled to seek a Change Order pursuant to Article 9 . Owner is responsible for conducting the Start-up Tests in accordance with the Project Schedule after all requirements for Ready for Start-up Test Date have been satisfied. Contractor shall provide Technical Direction and consultation to Owner during these tests.           (d) Contractor shall give notice to Owner of the date (the " Ready for Start-up Test Date ") when Mechanical Completion of the Unit has occurred, Construction and Installation Testing of all relevant Systems and Equipment have been satisfactorily completed, Preoperational Testing has been satisfactorily completed, all relevant Facility Manuals are finalized and delivered, and the Unit is ready for start-up and performance of the Start-up Tests, or would have been ready except for delays for which Contractor is not responsible, for the Start-up Tests to begin. If delays for which Contractor is not responsible delay any Start-up Test by more than [***] from the Ready for Start-up Test Date, the Work shall be deemed to have been suspended on the date that such [***] period expires as if Owner had directed such suspension in accordance with Section 22.1(a) . If such delays continue for an additional [***] after the Ready for Start-up Test Date, then, 1) Contractor shall be entitled to receive payments under the Milestone Payment Schedule for those Milestone and Progress Payments that would have come due through Substantial Completion, 2) Contractor’s obligations with respect to the Guaranteed Substantial Completion Date shall have been met, and 3) the commencement of the Warranty Periods associated with Substantial Completion shall begin. Notwithstanding the foregoing, Owner will not be required to make payment to Contractor for the Work of performing Start-up Tests, Performance Tests or Punch List items until such Start-up Testing and Performance Testing related Work or Punch List items have been performed.           (e) Should the Start-up Test results indicate that the Unit or any System or Equipment is not performing in accordance with the applicable Specifications or other requirements of this Agreement, Contractor shall promptly repair, replace or otherwise correct the deficiency and re-perform any Construction and Installation Test on the affected Equipment or System as required by Good Industry Practice. The affected Preoperational Test(s) will then be re-performed on the affected Equipment or System unless deemed unnecessary by Owner. After such corrective work and retesting has been performed, Start-up Tests shall be re- performed on affected Equipment or System(s) unless deemed unnecessary by Owner. The Performance Testing and the other Work and obligations that follow the Start-up Tests shall not be delayed or held up for the completion of the Notices and Acceptance documentation process described in Section 12.4(b) .

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          (f) Contractor shall supply detailed Documentation, as specified in the test procedures, of the testing and the test results to Owner within thirty (30) Days after the Start-up Tests have been completed.      11.5 Performance Tests, Other Tests and Guarantees.           (a) Performance Test Procedures . Contractor shall develop the Performance Test procedures consistent with its procedures for the Standard Plant and Contractor’s document APP-GW-T1R-600, (AP1000 Performance Test Requirements and Bases), as revised as of the Effective Date, and Contractor shall provide the Performance Test procedures to Owner at least one hundred and eighty (180) Days in advance of the Ready for Performance Test Date, which shall be subject to the Owner’s Acceptance, which Acceptance shall not be unreasonably withheld (the " Performance Test Procedures "). The Performance Test Procedures shall be sufficiently detailed for the Parties to conduct the Performance Tests in a manner that will demonstrate compliance with the Performance Guarantees, and shall include or reference the methodologies for calculating the test results, including the tolerances and correction curves to be applied to the test results. After the Performance Test Procedures have been Accepted by Owner, they shall not be revised without Owner’s prior written concurrence. The Documentation with respect to the performance of the tests and results of the tests shall be created and maintained by Contractor and delivered to Owner within fifteen (15) Days following Substantial Completion.           (b) Owner and Contractor Responsibilities . During Performance Testing, Owner shall provide all consumables, semi-skilled and skilled labor, fully trained and licensed operators and such other material or services that are reasonably requested by Contractor for the tests in accordance with the Project Schedule. Contractor shall maintain an adequate construction staff and labor on the Site and Nearby Work Areas to support the performance testing process and minor remedial efforts that may be required within Contractor’s Scope of the Work.           (c) Performance Tests . Subject to Section 11.6 , Owner shall perform the Performance Tests under the Technical Direction of Contractor in accordance with the Performance Test Procedures and as allowed by applicable plant operating procedures. In accordance with APP-GW-T1R-600, (AP1000 Performance Test Requirements and Bases), the Performance Tests [***] shall consist of the following tests: (i) Net Unit Electrical Output Test, (referred to as the Turbine Generator Output Test in APP-GW-T1R-600), (ii) Moisture Carryover Test, and (iii) the Cooling Tower Performance Test. The Reactor Coolant Pump and Flow Measurement Tests and Steam Generator Zero Leakage Tests shall be performed in accordance with the associated manufacturing, Preoperational Test and Start-up Test procedures as specified in Sections 11.5(g) and 11.5(h) , respectively. In addition, certain baseline performance data shall be collected during the Performance Tests as set forth in Sections 11.5(j) and 11.5(k) . The Performance Tests may be accomplished concurrently and will not necessarily be conducted as separate, sequential tests. Acceptance criteria associated with specific Performance Tests are provided below. To the extent such acceptance criteria are not covered below, such acceptance criteria shall be as designated in the Performance Test Procedures.

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(d) Net Unit Electrical Output Test and Related Guarantees .           (i) Net Unit Electrical Output Test . The " Net Unit Electrical Output Test " shall be run to determine whether the Unit meets the Net Unit Electrical Output Guarantee [***]. The Net Unit Electrical Output Test for each Unit shall be conducted in material compliance with Power Test Code 46 (PTC-46) with the Net Unit Electrical Output [***] for the periods and duration described in this Section 11.5(d)(i) . The Net Unit Electrical Output Test shall consist of at least four (4) test runs of a minimum of two (2) hours in duration per test run. Upon evaluation of the data, if three (3) or more of the test runs are found invalid, additional runs will be made after required remedial work, if any, is performed by the responsible Party. The measurement frequency shall be in compliance with PTC-46 throughout the Net Unit Electrical Output Test. Data collected within each test run will be averaged after each of the results is corrected to guarantee reference conditions in accordance with PTC-46, and then the Net Unit Electrical Outputs from the test runs that are found valid shall be averaged for purposes of determining the applicable Net Unit Electrical Output liquidated damages and bonuses.           (ii) Net Unit Electrical Output Guarantee . Subject to the limits of liability on liquidated damages set forth in Section 11.5(d)(ii)(B) and subject to the provisions in Section 11.5(d)(ii)(C) and Section 11.5(d)(iv) , Contractor guarantees that each Unit, when loaded with the Nuclear Fuel and operated in accordance with Operating Procedures and Maintenance Procedures and Facility Manuals, shall produce the Net Unit Electrical Output of [***] MWe as evidenced by the Net Unit Electrical Output Test (the " Net Unit Electrical Output Guarantee ").           (A) In the event a Unit [***] does not meet the Net Unit Electrical Output Guarantee, Contractor shall engage in an engineering review and analysis of the performance deficiency, in consultation with Owner, to determine possible options to correct the deficiency or improve the output.           (1) If such identified performance correction or improvement would cost less than the applicable Performance Liquidated Damages otherwise payable hereunder, Contractor shall perform the correction or improvement, at its own expense, on a schedule as mutually agreed to by the Parties.           (2) If such identified performance correction or improvement would cost more than the applicable Performance Liquidated Damages otherwise payable hereunder, then Contractor shall be liable to Owner for the Performance Liquidated Damages specified in Section 11.5(d)(ii)(B) , or Owner may elect to direct Contractor to make such performance corrections or improvements, provided that Owner waives the collection of the

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applicable Performance Liquidated Damages and Owner pays Contractor, on terms consistent with Article 8 , the cost of the performance correction and improvement work which exceeds the waived Performance Liquidated Damages amount. However, any such payments for performance correction and improvement work that exceeds the cost of the waived Performance Liquidated Damages shall only include payment for Direct Costs plus SGA/G&A and other mark-ups applied to such Direct Costs pursuant to Exhibit G (without any Profit).           (3) If the performance corrections or improvements are not performed or if following such work the Unit fails to achieve the Net Unit Electrical Output Guarantee when re-testing is performed, then the Contractor shall be liable to the Owner for the Performance Liquidated Damages specified in Section 11.5(d)(ii)(B) to the extent the applicable Performance Liquidated Damages have not been waived under Section 11.5(d)(ii)(A)(2) above. If Contractor pays Performance Liquidated Damages with respect to Net Unit Electrical Output, then following consultation with the Owner regarding the scheduling of the work, Contractor shall be permitted to make further repairs, replacements, adjustments or modifications to improve the performance of the Unit. If such repairs, replacements, adjustments or modifications by Contractor cause the Unit to be able to meet the Net Unit Electrical Output Guarantee or Contractor has been able to increase the Net Unit Electrical Output from the level at which the Performance Liquidated Damages were previously paid, in each case as demonstrated by a Net Unit Electrical Output Test supported by Contractor at its own expense, then Contractor shall be entitled to a refund of all or the prorated portion of the Performance Liquidated Damages paid by Contractor.           (B) The Parties agree that Owner will suffer actual damages in the event that a Unit fails to meet the Net Unit Electrical Output Guarantee and that it would be extremely difficult and impracticable under presently known and anticipated facts and circumstances to ascertain and fix such actual damages Owner would incur, and, accordingly, if a Unit does not meet the Net Unit Electrical Output Guarantee due to Contractor’s failure to perform the Work in accordance herewith after taking remedial efforts as may be required under Section 11.5(d)(ii)(A) or 11.5(d)(iv) , Owner’s sole remedy (subject to the limitations in Section 37.2 ) for such failure (but in addition to any applicable remedies specified in Section 11.5(d)(iv) ) shall be to recover from Contractor as liquidated damages and not as a penalty [***]. Contractor shall be liable to pay liquidated damages as specified above for Net Unit Electrical Output shortfalls that exist following completion of Contractor’s remedial efforts per Section 11.5(d)(ii)(A) or 11.5(d)(iv) , as applicable, and subject to the limit of

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liability specified in Section 17.2 . Performance Liquidated Damages shall be due thirty (30) Days following the date Owner gives Notice to Contractor that Performance Liquidated Damages are payable.           (C) The Net Unit Electrical Output Guarantee is subject to the conditions stated in Section 14.9 and to the following conditions:      (1) Owner has provided access to the electrical grid and sufficient system load to perform the test.      (2) The Net Unit Electrical Output Guarantee is based upon the Unit operating at the conditions specified in Exhibit L . If conditions during the test differ from those specified, appropriate adjustments shall be made to the Net Unit Electrical Output using graphs, tables and other data as set forth in Exhibit L and as set forth in the Performance Test Procedures prepared by Contractor, and Accepted by Owner in advance of performing the Performance Tests as provided in Section 11.5(a) .      (3) Necessary auxiliary equipment for producing the Net Unit Electrical Output shall include only the Equipment loads provided in Exhibit L .      (4) The Net Unit Electrical Output Guarantee shall be demonstrated by the Net Unit Electrical Output Test to be conducted at the times and subject to the conditions set forth herein. Satisfactory completion of such test or re-test or the payment of Net Unit Electrical Output Performance Liquidated Damages to Owner subject to the conditions set forth in this Section 11.5(d)(ii)(C) shall relieve Contractor of any further obligation with respect to the Net Unit Electrical Output Guarantee, but shall not affect or diminish Contractor’s obligation to satisfy any other Performance Guarantee or the Warranties set forth in Article 14 .        (iii) Net Unit Electrical Output Bonus . In the event that the Net Unit Electric Output, as determined by the Net Unit Electrical Output Test, exceeds the Net Unit Electrical Output Guarantee, then Contractor shall be entitled to receive as a bonus an amount equal to [***]. Contractor shall be entitled to invoice the Owner for any bonus earned following completion of the Net Unit Electrical Output Test, and payment from Owner shall be due within thirty (30) days following receipt of such invoice.        (iv) [***].           (e) Moisture Carryover Test [***].

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     (i) Moisture Carryover Test . The " Moisture Carryover Test ", shall be run to determine whether the Unit meets the Moisture Carryover [***]. The steam from the two (2) steam generators per Unit shall be sampled while the Unit is operating at a nominal rating of one hundred percent (100%) licensed thermal power. If the Unit is unable to reach one hundred percent (100%) licensed thermal power, the test may be run at a power level [***]. The " Moisture Carryover " is measured using a tracer method. The method involves the addition of a known quantity of a suitable tracer to the secondary system. After a prescribed equilibrium time, samples are simultaneously withdrawn from each steam generator blowdown line, the main steam lines and the main feedwater lines. The concentration ratio of the tracer found in the steam sample to that found in the liquid sample is used to calculate the Moisture Carryover.      (ii) Moisture Carryover [***]. Contractor [***], subject to the provisions of this Agreement and in accordance with the Operating Procedures, Maintenance Procedures and Facility Manuals, that each Unit, when completed and loaded with Nuclear Fuel, will produce steam with a Moisture Carryover limit of less than or equal to 0.25 percent at the exit of the steam generator dryers (the " Moisture Carryover [***] "). [***].      [***]           (f) Cooling Tower Performance Test [***] . A " Cooling Tower Performance Test " shall be performed in accordance with Cooling Technology Institute CTI-ATC-105 and ASME PTC-23 [***].           (g) Reactor Coolant Pump and Flow Measurement Tests [***] . Prior to shipping the reactor coolant pumps to the Site, each pump shall undergo loop testing. During the Preoperational Tests and Start-up Tests, (A) pressure measurements will be taken to verify the pressure drops within the reactor coolant system are within the specified design range set forth in the Preoperational Test procedures and Start-up Test procedures, and (B) a reactor coolant system flow measurement test shall be performed to demonstrate that the reactor coolant pumps for each Unit produce a reactor coolant system flow that falls within the Technical Specifications flow requirements of such Unit [***].           (h) Steam Generator Zero Leakage Test [*** ]. As part of the manufacturing process for each steam generator, a hydrostatic test shall be performed, in accordance with the standard steam generator manufacturing specifications, to verify that there is no detectable leakage from the primary side to the secondary side. If any steam generator has any detectable leakage from the primary side to the secondary side then Contractor shall perform, at its own expense, such repair, replacement, adjustment or modification to the affected steam generator as necessary so that there is no detectable leakage. [***].           (i) [***].           (j) Major Equipment Operation and Collection of Performance Baseline Data . In addition to data gathered as part of conducting the Performance Tests, during the

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Performance Tests, data will be taken to allow verification of the proper operation of and to obtain baseline performance data for the following other major components of Equipment:

          (k) NSSS Thermal Performance Test . The " NSSS Thermal Performance Test ", shall be run at [***] licensed thermal power, if achievable, as indicated by the secondary calorimetric; provided that, if the thermal power output [***] the Unit shall be operating with a Net Unit Electrical Output [***] in order to commence the NSSS Thermal Performance Test. The NSSS Thermal Performance Test shall be run during a period of continuous operation of [***]. Such test shall be satisfactorily completed when the Unit has operated for such continuous period. The measurement frequency shall be, at a minimum, every sixty (60) minutes throughout the NSSS Thermal Performance Test. If during the conducting of the NSSS Thermal Performance Test, the Net Unit Electrical Output, as determined based on a rolling four (4) hour average measured at one hour intervals [***], not due to any action or inaction by Owner or its Personnel, or an event of Force Majeure, then such [***] test shall be re-started once the Net Unit Electrical Output returns to a value [***]. If, however, during the conducting of the NSSS Thermal Performance Test, the Net Unit Electrical Output is [***] due to any action or inaction by Owner, its Personnel, or an event of Force Majeure or if there is a delay in conducting the NSSS Thermal Performance Test that is due to any action or inaction by Owner, its Personnel, or an event of Force Majeure, the hours of continuous operation performed prior to such reduction or delay shall be credited toward the period of [***] of continuous operation once the NSSS Thermal Performance Test is resumed. [***]. If the cumulative delays in conducting the NSSS Thermal Performance Test or cumulative time periods of reductions in Net Unit Electrical Output [***] during the conducting of the NSSS Thermal Performance Test that are due to any action or inaction by Owner, its Personnel or an event of Force Majeure exceed [***] and the Unit has demonstrated the capability of operating at a Net Unit Electrical Output [***] during the Start-up Tests and any partially completed NSSS Performance Test, then Contractor shall be entitled to receive the Milestone Payment that would be due for achieving Substantial Completion and the Warranty Periods associated with Substantial Completion shall commence, provided that the other requirements of Substantial Completion which are not related to the NSSS Thermal Performance Test have been met. Such a payment shall not waive or affect any of the other obligations of Contractor under this Agreement including the obligation to complete the NSSS Thermal Performance Test. In this circumstance once the reasons for such delays or reductions in power have been resolved, if requested by Owner, Contractor shall support Owner in conducting or completing the NSSS Thermal Performance Test.

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          (l) Allowable Contractor Actions to Correct Performance Deficiencies. After Unit Mechanical Completion has occurred and prior to the Guaranteed Substantial Completion Date for a Unit, Contractor shall have the right to take appropriate action(s) consistent with the other requirements of this Agreement to correct deficiencies and improve a Unit’s performance associated with the Performance Guarantees of Section 11.5 . Contractor shall have the right to take such action, in consultation with the Owner and not require Owner’s prior approval, provided that such action [***] is not contrary to the COL or the DCD, and (v) otherwise complies with the requirements of this Agreement. Otherwise, Contractor shall obtain Owner’s prior approval which shall not be unreasonably withheld or delayed.      11.6 Readiness for Performance Tests. Contractor shall give reasonable prior Notice to Owner of the date (the " Ready for Performance Test Date ") when the Unit is ready for the Performance Tests. However, if the Ready for Performance Test Date has not occurred by the date [***] after the Ready for Start-up Test Date, because of delays not caused by or otherwise attributable to Contractor, then the date [***] after the Ready for Start-up Test Date shall for all purposes of this Agreement be the Ready for Performance Test Date.           (a) If on or after the Ready for Performance Test Date there is a delay in conducting the Performance Tests, that is caused by any action or inaction by Owner, its Personnel, or an event of Force Majeure, the Work shall be deemed to have been suspended by Owner on the Ready for Performance Test Date as if Owner had directed a suspension without cause in accordance with Section 22.1(a) . In connection with such a delay the Parties shall determine as part of the Change Order process such matters as (A) maintenance procedures for the Unit to be followed by Owner until the Performance Tests can occur, (B) whether or not Contractor should demobilize its forces for the duration of the suspension, and (C) if demobilization is to occur, Contractor Personnel that shall either remain on the Site and Nearby Work Areas for the purpose of monitoring the maintenance of the Units and/or be permitted to examine the Unit and Owner’s maintenance records on a routine basis to determine whether the agreed maintenance procedures are being followed.           (b) If a suspension of the Work under Section 22.1(a) or 22.1(c) and/or a deemed suspension under Section 11.6(a) delays the Performance Tests by more than [***] from the Ready for Performance Test Date, then (provided the other requirements of Substantial Completion, which are not related to or part of the delayed Performance Tests, have been met) Contractor shall be entitled to the Milestone Payment and Progress Payment that would be due upon Substantial Completion minus the amount of the Milestone Payment or Progress Payment attributable to the Technical Direction to have been provided by Contractor for such Performance Tests. Payment of the specified Milestone Payment or Progress Payment shall not waive or affect any of the obligations of Contractor under this Agreement.           (c) In the event after a suspension of Work under Section 22.1(a) or 22.1(c) and/or a deemed suspension under Section 11.6(a) , Owner is ready for the Performance Tests to be conducted, Contractor shall (if applicable) re-mobilize at the Site and Nearby Work Areas on a mutually agreed date and shall proceed to conduct the Performance Tests, followed by the other activities required to achieve Substantial Completion and Final Completion. The Project Schedule and Contract Price shall be revised subject to the Change Order provisions of Article 9 to reflect the additional time and cost, if any, that Contractor will require for the performance

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of the Performance Tests as a result of changed circumstances in its staffing and other factors resulting from the delay in performance of the tests. Prior to initiating the Performance Tests, Contractor shall have the right to assess whether any degradation to the operational performance of the Unit has occurred. To the extent that degradation to the operational performance of the Unit has occurred for reasons other than due to the acts or omissions of Contractor or its Personnel, such degradation shall constitute a Change and Contractor shall be entitled to seek a Change Order pursuant to Article 9 for the costs and time required to perform corrections to the Unit to return it to a state ready for the Performance Tests, assuming such correction can be reasonably performed. Should the Unit when tested fail to fully meet any of the Performance Guarantees, the applicable provisions of Section 11.5 shall apply. Contractor shall promptly give Notice to Owner of the Unit’s readiness for any required re-test, specifying the time and date of such test, provided that such date shall provide Owner reasonable time to prepare to support the re-test.           (d) If a suspension of Work under Section 22.1(a) or 22.1(c) and/or a deemed suspension under Section 11.6(a) , delays the Performance Tests by more than [***] from the Ready for Performance Test Date, then, if the Warranty Period has not already commenced, the Warranty Period shall commence on such date unless the Parties have mutually agreed to a Change Order that extends the Warranty Period or the commencement thereof.           (e) If a suspension of Work under Section 22.1(a) or 22.1(c) and/or a deemed suspension under Section 11.6(a) , delays the Performance Tests by more than [***] from the Ready for Performance Test Date, then Contractor’s sole responsibility hereunder with respect to such Performance Tests and the Performance Guarantees shall be to provide Technical Direction for the testing on a Time and Materials Basis.      11.7 Retesting. In the event that any retesting is required under this Agreement, the results of such retesting shall be adjusted to take into account normal degradation of Equipment, wear and tear and other impacts to the originally demonstrated level of performance of the Unit that arise from the normal operation of the Unit or Facility.      11.8 [***].      11.9 Performance Guarantee Remedies. Performance of remedies specified and payment of Performance Liquidated Damages under the conditions specified in this Article 11 shall be Owner’s sole and exclusive remedy for a Unit’s failure to achieve the applicable Performance Guarantee(s), subject to the limitations set forth in Section 37.2 . ARTICLE 12 — STAGES OF COMPLETION      12.1 Turnover.           (a) " Turnover " is defined as the sequential operational completion and Acceptance of each System and shall occur upon the satisfaction of the following conditions:      (i) Such System shall be mechanically, structurally, hydrostatically and electrically sound;

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     (ii) such System shall have passed the applicable Construction and Installation Tests;      (iii) such System as installed shall meet the requirements of the Specifications;      (iv) all applicable pre-Turnover Base ITAAC requirements shall have been satisfied;      (v) Such System shall be completed, necessary coatings applied, and the area cleaned;      (vi) The Construction and Installation Test Documentation and quality assurance Documentation shall have been delivered to and Accepted by Owner;      (vii) The Turnover Packages for the System have been delivered by Contractor and Accepted by Owner; and      (viii) Owner has Accepted the System as having achieved Turnover as provided in Section 12.1(b) .           (b) When Contractor believes that the provisions of Section 12.1(a)(i) through (a)(viii) have been satisfied with respect to a System, Contractor shall deliver Notice of such determination to Owner with sufficient detail to enable Owner to determine whether Contractor has achieved such requirements. Owner shall Accept such System as having achieved Turnover once all of the requirements specified in Section 12.1(a)(i) through (a)(viii) have been met by delivering Notice of Acceptance to Contractor. Owner shall endeavor to deliver Notice to Contractor within five (5) Business Days from receipt of Notice from Contractor that Turnover has occurred, or notify Contractor why it disagrees that Turnover has occurred. If Owner’s Notice is not delivered within such five (5) Business Day period, then Contractor shall be entitled to a Change with respect to such delay.           (c) Upon Turnover of a System, Contractor shall turn over care, custody, control and operation of such System to Owner in accordance with Section 21.2. Upon Turnover, Owner shall assume responsibility for maintenance and control of such System, but Contractor shall remain responsible for any loss or damage caused by or attributable to Contractor or its Subcontractors as provided in Section 21.2 .      12.2 Mechanical Completion.           (a) " Mechanical Completion " shall have occurred upon all Systems needed for the commencement of Preoperational Testing having achieved Turnover in accordance with Sections 12.1 and 12.2(b) or, with Owner’s written concurrence, addressed as a Mechanical Completion follow up item.           (b) When submitting its Notice of determination under Section 12.112.1(b) for the Turnover of the final System, Contractor shall include Notice that Mechanical Completion will occur upon the Turnover of such System. Mechanical Completion shall occur

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upon Owner Accepting Turnover of the final System as provided in Section 12.1(b) and this Section 12.2(b) . Owner shall Accept the Unit as having achieved Mechanical Completion, by delivering to Contractor Notice of that Acceptance within five (5) Business Days following receipt of Contractor’s Notice regarding Turnover of the last System required for Mechanical Completion; or alternatively, Owner may disagree that Mechanical Completion has occurred by notifying Contractor in writing of why it disagrees that Mechanical Completion has occurred.      12.3 Preoperational Test Completion.           (a) " Preoperational Test Completion " shall have occurred upon the Preoperational Tests having been satisfactorily completed with acceptance criteria based on the objectives of the Preoperational Tests as provided in Section 11.3(a) .           (b) Contractor shall notify Owner when the provisions of Section 12.3(a) have been satisfied. Such notification shall include detailed Documentation demonstrating that all acceptance criteria have been satisfied or, with Owner’s written concurrence, addressed as a Preoperational Test Completion follow-up item. Owner shall Accept the Unit as having achieved Preoperational Test Completion, by delivering to Contractor Notice of that Acceptance within five (5) Business Days following receipt of Contractor’s Notice that Preoperational Test Completion has occurred; or alternatively, Owner may disagree that Preoperational Test Completion has occurred by notifying Contractor in writing of why it disagrees that Preoperational Test Completion has occurred.      12.4 Start-up Test Completion.           (a) " Start-up Test Completion " shall have occurred upon (i) the Start-up Tests having been satisfactorily completed with acceptance criteria based on the objectives of the Startup Tests as provided in Section 11.4(b) ; (ii) the Unit operating at [***] of licensed power in accordance with Good Industry Practices without restrictions within Contractor’s control; and (iii) Owner Accepting in writing, the Unit as having achieved Start-up Test Completion based on meeting the objective test criteria as stated in the Start-Up Test procedures. If during the Start-up Tests the Unit does not reach [***] licensed power in accordance with Good Industry Practices without restrictions within Contractor’s control; but Owner Accepts in writing the Unit as having achieved Start-up Test Completion based on meeting the objective test criteria as stated in the Start-Up Test procedures, and the Unit achieves a power level output that is [***], then Contractor shall be obligated to work to improve the power output in accordance with the requirements of Section 11.5, but for all other purposes Contractor shall be deemed to have achieved Start-up Test Completion and Contractor shall continue with the completion of the remainder of the Work.           (b) Contractor shall notify Owner when the provisions of Section 12.4(a) have been satisfied. Such notification shall include detailed Documentation demonstrating that all acceptance criteria have been satisfied or, with Owner’s written concurrence, addressed as a Start-up Test Completion follow-up item. Owner shall Accept such Unit as having achieved Start-Up Test Completion, by delivering to Contractor Notice of Acceptance within five (5) Business Days following receipt of Contractor’s Notice that Start-Up Test Completion has occurred; or alternatively, Owner may disagree that Start-up Test Completion has occurred by giving Contractor Notice of why it disagrees that Start-up Test Completion has occurred.

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     12.5 Substantial Completion.           (a) " Substantial Completion " shall have occurred upon all of the following criteria having been satisfied:      (i) the Performance Tests shall have met the performance criteria in accordance with Section 11.5(c) through (h) (including any re-testing) or Contractor shall have paid any liquidated damages that may be payable under such Sections, and the NSSS Thermal Performance Test has been completed in accordance with Section 11.5(k) ;      (ii) Contractor has completed the Work associated with the applicable Unit and related Ancillary Facilities in accordance with the requirements of this Agreement, except for (A) Punch List items, (B) obligations under the Warranties, and (C) the Work described under Section 11.5(d)(ii)(A) that is associated with improving the Net Unit Electrical Output [***];      (iii) the Unit is operating [***] consistent with Good Industry Practice without restrictions within Contractor’s control;      (iv) if the Unit is operating below the Net Unit Electrical Output Guarantee level [***], then Contractor, in accordance with Section 11.5(d)(ii)(A) , shall have either (A) engaged in an engineering review and analysis of the performance deficiency, in consultation with Owner, to determine possible options to correct the deficiency or improve the output and submitted to Owner a plan describing what actions Contractor will take to seek to improve the Net Unit Electrical Output, or (B) paid the applicable Performance Liquidated Damages associated with the shortfall;      (v) All Base ITAACs have been completed and fully satisfied in accordance with this Agreement, the COL and NRC requirements; and      (vi) All Quality Assurance Documentation, Facility Manuals and other AP1000 Facility Information necessary for the commercial operation of the Unit shall have been delivered to Owner in the required form.           (b) Contractor shall give Notice to Owner that the provisions of Section 12.5(a)(i) though (vi) have been satisfied, after the Punch List has been established in accordance with Section 12.6 or the Punch List has been referred to the DRB. Contractor shall specify the date Contractor asserts that Substantial Completion was achieved in such Notice to Owner. Owner shall Accept such Unit as having achieved Substantial Completion, by delivering to Contractor Notice of that Acceptance within five (5) Business Days following receipt of Contractor’s Notice that Substantial Completion has occurred; alternatively, Owner may within such time period disagree that Substantial Completion has occurred by giving Notice to Contractor of why it disagrees that Substantial Completion has occurred. The date of Substantial Completion shall be the date the Unit has achieved Substantial Completion and not the date of Owner’s Acceptance.

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     12.6 Punch List. Prior to Substantial Completion, Contractor shall submit to Owner for its review and approval a comprehensive list of remaining punch list Work, which shall be of a minor nature, does not impact full power operation and does not prevent safe use and normal operation of the Unit in accordance with the COL and Good Industry Practice (the " Punch List "). Owner shall have the right for up to [***] from receipt of the Punch List to fully inspect the Unit and add to the Punch List items of remaining Work associated with such Unit, or Work necessary for compliance with the applicable requirements of the Agreement. Within fifteen (15) Business Days after the finalization of the Punch List, Contractor shall submit to Owner in writing for its approval (which approval shall not be unreasonably withheld) the scheduled date for Final Completion. Owner shall have the right to withhold from the Milestone Payment due upon Substantial Completion an amount of money equal to [***] of the expected price of completion of the Punch List, which amount if otherwise payable, shall be released to Contractor upon Final Completion. In lieu of the Punch List withholding described in this Section 12.6 , Contractor shall have the option to provide to Owner an original standby letter of credit for the amount specified above for the completion of the Punch List, in which case the amount withheld for the Punch List shall be released to Contractor. The letter of credit shall be at Contractor’s cost, shall be issued by a U.S. bank that is reasonably acceptable to Owner, and must be in a form that is reasonably acceptable to Owner. Any withholdings under this Section 12.6 shall be in addition to any other amounts withheld by Owner under any other provisions of this Agreement.      12.7 Final Completion.           (a) " Final Completion " of the Unit shall have occurred upon: (i) all requirements for Substantial Completion having been satisfied, (ii) satisfactory performance of retesting, if any, has been completed, and (iii) the completion of the Punch List and the other Work required under the Agreement, including, if applicable, the Work described under Section 11.5(d)(ii)(A) that is associated with improving the Net Unit Electrical Output [***], but excluding the obligations under the Warranties.           (b) Contractor shall notify Owner when it believes that the provisions of Section 12.7(a) have been satisfied. Contractor shall specify the date that Contractor asserts Final Completion occurred in its Notice to Owner. Owner shall Accept the Unit as having achieved Final Completion by delivering to Contractor Notice of Acceptance within fifteen (15) Business Days following receipt of Contractor’s Notice that all requirements for Final Completion have been satisfied; alternatively, Owner may reject the Unit as not having achieved Final Completion by giving Notice to Contractor of why it disagrees that all requirements for Final Completion have been satisfied. If such Notice is not delivered by Owner within the specified time period, then Contractor shall be entitled to a Change in accordance with Article 9 . The date of Final Completion shall be the date the Unit has satisfied all requirements for Final Completion and not the date of Owner’s Acceptance. [***].

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          (c) Achieving Final Completion shall not relieve Contractor of any warranty or other obligation of Contractor under this Agreement that by its nature is intended to survive Final Completion.           (d) If Contractor is unable to achieve Final Completion within [***] following Substantial Completion, whichever occurs later, due primarily to the fact that Owner limits Contractor’s access to the Unit or otherwise does not allow Contractor to take the necessary actions to achieve Final Completion, then Final Completion will be deemed to have occurred. If Owner has provided appropriate access but Contractor fails to achieve Final Completion by the date that is [***] following the date set forth in the Project Schedule for Final Completion, then Owner may hire third party contractors at then current market rates to complete the final Punch List items and apply the cost (including a reasonable amount for Owner’s administration and overhead not to exceed [***] of the cost of the third party contractor) of completing such final Punch List items against the Punch List withholding described in Section 12.6 above. To the extent additional funds are required to complete the final Punch List items the Contractor shall promptly pay Owner such additional amount; however, if any portion of the Punch List withholding described in Section 12.6 remains unused following Final Completion then Owner shall promptly pay Contractor such remaining amount. ARTICLE 13 — DELAY LIQUIDATED DAMAGES; LIQUIDATED DAMAGE CAPS      13.1 Delay Liquidated Damages. The Parties agree that Owner would suffer actual damages if Contractor does not achieve Substantial Completion by the date that is [***] after the Guaranteed Substantial Completion Date, and that it would be extremely difficult and impracticable under presently known and anticipated facts and circumstances to ascertain and fix the amount of actual damages Owner would incur and, accordingly, if Contractor does not achieve Substantial Completion by the date that is [***] after the Guaranteed Substantial Completion Date due to Contractor’s and/or it’s Personnel’s fault, Owner’s remedy for such delay shall be to recover from Contractor as liquidated damages, and not as a penalty, a fixed amount for each Day or any portion of a Day that Substantial Completion is delayed during such time period beyond the Guaranteed Substantial Completion Date (the " Delay Liquidated Damages ") as follows:

If a delay in achieving Substantial Completion of a Unit is [***] or less, [***]. If a delay in achieving Substantial Completion of a Unit continues beyond [***] after the Guaranteed Substantial Completion Date for such Unit, [***]; provided, however, that Owner shall at such

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time have the right to terminate this Agreement under the terms of Section 22.3 or to terminate a Unit under Section 22.7 , except that Owner shall not owe Contractor an Agreement Termination Fee or Unit Termination Fee, if applicable. In no event shall the total Delay Liquidated Damages due under this Agreement with respect to a Unit exceed [***].      13.2 Payment of Delay Liquidated Damages. Delay Liquidated Damages, if due, shall be payable by Contractor to Owner within thirty (30) Days following Notice from Owner that such amounts are due or, if the payment of any such amount is disputed, within thirty (30) Days following resolution of the Claim in accordance with Article 27 . Payment of Delay Liquidated Damages shall be Owner’s sole and exclusive remedy for Contractor’s failure to achieve Substantial Completion of a Unit by the date that is more than [***] after the Guaranteed Substantial Completion Date for such Unit, except that (a) Owner shall have a termination right in accordance with Section 13.1 upon meeting the conditions for termination set forth therein, (b) if Contractor is otherwise in breach of this Agreement then Owner may terminate under Section 22.2(a) upon meeting the conditions for termination set forth therein [***]. ARTICLE 14 — WARRANTY      14.1 Equipment.           (a) Equipment Warranty . Contractor warrants that the Equipment furnished hereunder will be: (i) free from defects in design, workmanship, construction and material, (ii) new, [***], (v) in conformance with Good Industry Practices, and (vi) in accordance with the requirements of this Agreement (collectively, the " Equipment Warranty "); provided, however, that to the extent an Extended Equipment Warranty Period applies for the Equipment listed in Exhibit Z, such Extended Equipment Warranty Period shall be subject to the terms of such warranty (if any) that is established by the Parties in accordance with Exhibit Z (the " Extended Equipment Warranties "). The Equipment Warranty does not apply to the expected, routine (i.e., a frequency typical in industry experience) replacement of consumables such as, but not limited to, gaskets, seals, filters, packing, fuses, transistors and light bulbs. Owner shall have the right to obtain the Extended Warranties as provided in Exhibit Z via the provisions of Article 9 within the time period specified for the exercise of such option.           (b) Equipment Warranty Remedy . If Owner discovers that any Equipment is nonconforming or fails during the Equipment Warranty Period as provided in Section 14.4(a) , Owner shall, within the Equipment Warranty Period, promptly notify Contractor of such nonconformance or failure along with any evidence or information it has with respect to the possible cause or causes thereof. Upon receipt of such notice, Contractor shall at Contractor’s expense: (i) repair, replace, redesign, modify or adjust the affected Equipment as required to cure such nonconformance or failure; and (ii) perform such tests as are reasonably necessary to demonstrate the cure of such nonconformance or failure. Contractor will perform the Warranty Work at a time responsive to and consistent with the Owner’s reasonable requirements for the safe, reliable and efficient operation of the Facility. The decision to repair, replace, redesign, modify or adjust will be made by Contractor with consultation from Owner and consistent with the quality and performance requirements originally applicable to such nonconforming Equipment, as specified in applicable AP1000 Facility Information. If Owner requests that Contractor cure such nonconformance or failure in a manner that will cause Contractor to incur

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Direct Costs plus SGA/G&A, other mark-ups applied pursuant to Exhibit G, and Pro Rata Profit on such Direct Costs in excess of the costs and charges which Contractor would have incurred in curing such nonconformance or failure in the manner contemplated by Contractor, Contractor shall cure such nonconformance or failure in the manner requested by Owner, provided that such manner to cure such nonconformance or failure is technically feasible and does not otherwise impact Contractor’s ability to perform its other obligations under this Agreement, provided further that Owner shall reimburse Contractor for such excess costs and charges on a Time and Materials Basis. Removal and reinstallation of the nonconforming Equipment shall be performed by Contractor at its expense; provided that Owner shall provide working access to the Equipment (which shall include removing, disassembling, replacing and/or reinstalling adjacent or interfering Equipment, systems or structures in the Unit to the extent necessary to permit Contractor to perform its warranty obligation on the nonconforming Equipment), it being understood that such removal, disassembling, replacing and/or reinstalling by Owner shall not adversely affect any warranties and, at the request of Contractor, Owner shall furnish, without cost to Contractor, plant support personnel and plant facilities to assist in the removal, reinstallation, repair and other activities occasioned by this warranty as specified in Section 14.1(e) . Should investigation reveal that a defect is not covered by the Equipment Warranty, Owner shall reimburse Contractor for the work undertaken by Contractor pursuant to this Section 14.1(b) on a Time and Materials Basis. Contractor shall, at its own expense for all covered defects, update appropriate AP1000 Facility Information to accurately reflect any such replacement or modified item of the Equipment.           (c) Warranty Work Deferral . At Owner’s option, Warranty Work may be deferred until the time of the Unit’s next regularly scheduled refueling outage, and the Warranty provisions hereunder shall apply notwithstanding whether such outage occurs after the end of the Equipment Warranty Period. If Contractor advises Owner that deferral of the Warranty Work can reasonably be expected to cause damage to the Unit and/or Equipment, Owner may elect to use the Unit and/or Equipment at its own risk and expense, without recourse against Contractor. In no event may Owner defer the Warranty Work beyond the earlier of the next refueling outage or [***] from the date Contractor Notified Owner it was ready to perform the Warranty Work; provided, that if there is a Standard Equipment Warranty Period extension pursuant to Section 14.5(b) during such [***] period, and such extension results in the next outage being delayed beyond the [***] period, then the [***] period will be extended to the date [***] beyond the start of the next outage, but in no case may such period be extended by an amount that is greater than the amount of time that the Standard Equipment Warranty Period is extended.           (d) Additional Owner’s Obligations . If there is a warranty claim under this Agreement:      (i) Owner shall, at Contractor’s request, afford Contractor a reasonable opportunity to review Owner’s system of developing and recording data related to Facility performance, and Contractor shall bear the cost of its review of such system, unless Contractor is not responsible for the asserted warranty claim;

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     (ii) Owner shall provide authorized Personnel of Contractor and its Subcontractors and Vendors reasonable access to relevant operation and maintenance records of Owner concerning the affected portions of the Facility and Contractor shall bear the cost of its review of such records, unless Contractor is not responsible for the asserted warranty claim;      (iii) Owner shall provide Contractor reasonable notice of the presentation(s) to any Government Authority relating to the asserted warranty claim or related issues; and      (iv) The Parties hereto shall cooperate in performing any root cause analysis.           (e) Working Access to Equipment and Plant Support Activities to be Provided by Owner . The plant personnel and facilities to be provided by Owner in accordance with Sections 14.1(b) and/or 14.2(b) are listed below. Owner shall also provide this support after Unit Mechanical Completion should Contractor be required to repair or replace Equipment during the period from the Unit Mechanical Completion through the end of the Warranty Period and also with respect to any period in which Contractor is performing Warranty Work under this Agreement.      (i) Operations support to establish the required plant conditions (i.e., operating mode) for the repairs;      (ii) Make the plant systems, structures, and components available and placed in the proper configuration;      (iii) Provide the valve clearances and tag-outs necessary;      (iv) Provide the necessary licensed operators in the control room and containment as required by the COL;      (v) Establish and maintain appropriate and acceptable industrial safety conditions in accordance with Laws, Good Industry Practices, and Operator policy such that reasonably unencumbered access to the required work areas is enabled for all personnel;      (vi) As appropriate, provide body harnesses and/or personal flotation devices in sufficient quantities such that reasonably unencumbered access to the required work areas is enabled for all personnel;      (vii) Provide scaffolding and scaffolding materials meeting applicable OSHA standards (as required);      (viii) Provide reasonable ambient lighting;

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     (ix) Provide reasonable access to the Site and Nearby Work Areas, including storage areas and roadways, and floor conditions shall be suitable for crane and truck operation to the extent allowed by the Facility design;      (x) Provide access such as remove and reinstall cubicle plugs and other related plant facilities, such as piping, ductwork, cable trays, platforms and insulation;      (xi) Provide logistics support and labor for moving equipment and materials into and out of the Facility;      (xii) Provide lay down areas for equipment storage, set-up, staging and operation (area requirements will depend on the scope of services performed);      (xiii) Provide areas for storage of low specific activity materials, and clean equipment boxes and/or Sealands. The areas may vary depending on storage configurations and scope of services;      (xiv) Provide anti-contamination clothing, lockers, change area, dosimetry, health physics and radiation protection service and badging for Site access as typically required;      (xv) Establish and maintain appropriate and acceptable radiological conditions in accordance with Laws, Good Industry Practices, and Operator policy, including, but not limited to, any required decontamination to reasonable limits that will allow Contractor to perform its obligations under this Article 14 , such that reasonably unencumbered access to the required work areas is enabled for all personnel;      (xvi) Dispose appropriately of radioactive materials and waste from the Facility in accordance with applicable Laws and Good Industry Practices;      (xvii) Provide official whole body exposure data for Contractor’s Personnel upon Contractor’s Personnel departure from the Site;      (xviii) Provide Gamma isotopic analysis to determine releaseability of Equipment and waste;      (xix) Provide breathing air and respiratory protection as necessary;      (xx) Provide plant compressed air as required;      (xxi) Provide air for ventilation;      (xxii) Provide 110V, 220V and 480V power as required;      (xxiii) Provide plant and deionized water;

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     (xxiv) Make available to Contractor those special tools, as are available on-Site;      (xxv) Allow Contractor to access and use machine shop, welding facilities, and hot tool crib, as required and allow Contractor use of associated tradesmen;      (xxvi) Provide crane operators for permanently installed cranes, including polar crane availability on an as needed basis;      (xxvii) Provide for consumables such as wipes and rags, and disposal of all contaminated materials;      (xxviii) Provide QA/QC coverage as required in the Owner approved procedures to the extent such work is performed under the Owner quality assurance program;      (xxix) Provide access to existing and available outside phone lines; and      (xxx) Provide sanitation facilities and drinking water as available.      14.2 Services.           (a) Services Warranty . Contractor warrants that the Services: (i) will be performed in accordance with Good Industry Practices using properly qualified personnel (taking into account the work being performed), (ii) will be free from defects in workmanship, [***], (v) will be performed in conformance with Industry Codes and Standards applied in accordance with Good Industry Practices and as specified in applicable Documentation, and (vi) will be provided in compliance with the requirements of this Agreement (the " Services Warranty ").           (b) Services Warranty Remedy . If Owner discovers that any portion of the Services required as part of the Work fails to comply with the Services Warranty, Owner shall, within the Services Warranty Period, promptly notify Contractor of such nonconformance along with any evidence or information Owner has with respect to the possible cause or causes thereof. Upon receipt of such Notice, Contractor shall at Contractor’s expense (i) promptly re-perform or otherwise correct the nonconforming Services and perform any additional Work required to cause the Equipment to comply with such re-performed or corrected Services pursuant to the applicable provisions of Section 14.1 ; [***] and (iii) perform such tests as are reasonably necessary to demonstrate the cure of such nonconformance or failure. Contractor shall perform the Warranty Work at a time responsive to and consistent with the Owner’s reasonable requirements for the safe, reliable and efficient operation of the Facility in accordance with Owner’s operational requirements and needs. The decision to repair, replace, redesign, modify or adjust will be made by Contractor with consultation from Owner and consistent with the quality and performance requirements originally applicable to such nonconforming Services, as specified in applicable AP1000 Facility Information. If Owner requests that Contractor cure such nonconformance in a manner that will cause Contractor to incur Direct Costs plus SGA/G&A, other mark-ups applied pursuant to Exhibit G, and Pro Rata

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Profit on such Direct Costs in excess of the costs and charges which Contractor would have incurred in curing such nonconformance or failure in the manner contemplated by Contractor, Contractor shall cure such nonconformance or failure in the manner requested by Owner, provided that such manner to cure such nonconformance or failure is technically feasible and does not otherwise impact Contractor’s ability to perform its other obligations under this Agreement, provided further that Owner shall reimburse Contractor for such excess costs and charges on a Time and Materials Basis. Owner shall provide reasonable working access to the Facility and reasonably available plant personnel and facilities, if applicable, as specified in Section 14.1(e) . Should investigation reveal that the nonconformance is not covered by the Services Warranty, Owner shall reimburse Contractor for the work undertaken by Contractor pursuant to this Section 14.2 on a Time and Materials Basis.           (c) Warranty Work Deferral . At Owner’s option, Warranty Work that negatively impacts the operation of one or both Units may be deferred until the time of the Unit’s next regularly scheduled refueling outage and the Warranty provisions hereunder shall apply notwithstanding whether such outage occurs after the end of the Services Warranty Period. If Contractor advises Owner that deferral of the Warranty Work can reasonably be expected to cause damage to one or both Units and/or Equipment, Owner may elect to use the Unit and/or Equipment at its own risk and expense, without recourse against Contractor. In no event may Owner defer the Warranty Work beyond the earlier of the next refueling outage or [***] from the date Contractor Notified Owner it was ready to perform the Warranty Work; provided, that if there is a Standard Equipment Warranty Period extension pursuant to Section 14.5(b) during such [***] period, and such extension results in the next outage being delayed beyond the [***] period, then the [***] period will be extended to the date [***] beyond the start of the next outage, but in no case may such period be extended by an amount that is greater than the amount of time that the Standard Equipment Warranty Period is extended.      14.3 Warranty Fulfillment. Contractor’s compliance with its Warranty obligations described in Article 14 and any Extended Equipment Warranty that is established in accordance with Exhibit Z will constitute Contractor’s complete fulfillment of its obligations under the Warranties (subject to the limitations set forth in Section 37.2 , and Owner shall not be entitled to any recovery or remedies with respect to such Warranties other than those set forth in this Article 14 and any Extended Equipment Warranty that is established in accordance with Exhibit Z . Upon the expiration of the applicable Warranty Period (including any extension thereof), all obligations will terminate with respect to the Equipment Warranty, the Services Warranty, or any Extended Equipment Warranties, as applicable, for which a Notice of nonconformance has not been provided prior to such expiration. [***]. If Contractor is willing and able to promptly perform its warranty obligations under this Article 14 , but Owner elects to repair or remedy such Equipment or Services on its own or through its other contractors, then Contractor will not be responsible for the costs incurred for such repair or remedy.      14.4 Warranty Periods.           (a) Equipment Warranty Period .      (i) Except for the Equipment listed in Section 14.4(a)(iii) , the Equipment Warranty for a Unit and its related Ancillary Facilities will commence

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upon the [***] and will expire on the date that is [***] (the " Standard Equipment Warranty Period "); provided, further, that if any Change that is not caused by Contractor’s breach of its obligations under this Agreement, results in a delay in reaching Substantial Completion thereby delaying the start of the Equipment Warranty, then there will either (A) be a modification to the Contract Price to compensate for the extension of the Standard Equipment Warranty Period’s end date in accordance with the provisions in Section 14.4(a)(ii) below, or (B) if Owner elects to not accept the cost of the warranty extension described in Section 14.4(a)(ii) below or if the Parties are otherwise unable to obtain or agree upon pricing for the Warranty Period extension, then the Standard Equipment Warranty Period shall be reduced by the number of Days equal to the amount of the delay in reaching Substantial Completion that was not caused by Contractor’s breach of its obligations under this Agreement. For those items of the Equipment listed in Exhibit Z , and provided that an Extended Equipment Warranty is obtained by Owner in accordance with Exhibit Z , such Extended Equipment Warranties will apply for the applicable period(s) set forth in Exhibit Z (the " Extended Equipment Warranty Period ").      (ii) In the event that after the pouring of first concrete for the Unit but prior to Substantial Completion of such Unit, there is any delay in the performance of the Work caused by Owner or their Personnel or resulting from an event of Force Majeure, at Owner’s request, Contractor shall use commercially reasonable efforts to determine the cost of an extension to the standard equipment warranties and, if such cost is accepted by Owner, endeavor to obtain such extension to the equipment warranties from Vendors for Equipment designated by Owner and will provide Owner the benefit of such extensions. The cost of such extended warranties, if obtained, shall be included in the Change Order which Contractor receives as a result of such delay pursuant to Article 9 .      (iii) For the Equipment listed below which is placed into service prior to Substantial Completion, the Equipment Warranty will commence upon the date when an item listed below is placed into service and will expire on [***]. If, however, any such item of Equipment is placed into service prior to Substantial Completion of the applicable Unit for the sole purpose of being used by Contractor to support its performance of the Work, the Equipment Warranty will commence upon the Substantial Completion Date of such applicable Unit and will expire on [***]. Contractor shall give Notice to Owner within five (5) Business Days after an item listed below has been placed into service. List of Early Service Permanent Plant Equipment:

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               (b) Services Warranty Period . The Services Warranty will be concurrent with the Standard Equipment Warranty Period (the " Services Warranty Period ").                (c) Warranty Period . Each of the Services Warranty Period, the Standard Equipment Warranty Period and the Extended Equipment Warranty Period are defined as the " Warranty Period ".      14.5 Warranty Period Extension.

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          (a) Extension for Corrected Work . Any Work re-performed and any part of the Facility that is reworked, repaired or replaced in satisfaction of Contractor’s obligations in connection with the Services Warranty, the Equipment Warranty (but not the Extended Equipment Warranties as the terms for any extension of the Extended Equipment Warranties will be established in accordance with Exhibit Z ), as applicable, will be re-warranted by Contractor pursuant to the same Warranty set forth in Sections 14.1(a) and 14.2(a) , and Contractor will have the same obligations in relation thereto as set forth in those Sections, for a period equal to the longer of: [***].           (b) [***].      14.6 `Warranty of Title. Contractor represents and warrants that the Work, including the Equipment furnished by Contractor and its Subcontractors that become part of the Facility or is otherwise furnished to Owner shall be legally and beneficially owned by Owner free from any Liens (other than Liens created by Owner, including non-payment). In the event of a breach of this warranty of title, Contractor shall have a duty to cure such breach in accordance with the procedures set forth in Section 18.2 .      14.7 Software Warranty. During the Standard Equipment Warranty Period for a Unit (referred to in this Section 14.7 as the " Software Warranty Period "), the Software and Configuration Data shall: (i) be compatible with and operate in conjunction with the Unit, the Facility and other Software and related Equipment as indicated in the Software Documentation or as otherwise recommended by Contractor in writing; (ii) conform to and perform without material errors or interruption and in accordance with the Software Documentation and Specification for the Unit; and (iii) shall be technically acceptable with respect to software selection in accordance with Good Industry Practices for the application for which it is being used. Contractor shall not be liable for failure to meet the foregoing warranty for the specific item of Software exhibiting a non-conformance to the extent there have been: (a) adaptations or modifications made to the Software, including changes to hardware on which the Software is installed and operates, by the Owner or others in a way that is not described by the Documentation, or otherwise without authorization or approval from Contractor, which are responsible for causing such failure; or (b) misuse of the Software by Owner or others. Contractor shall promptly notify Owner of any known defect in any Software that may have an adverse impact on the Unit or Facility or their operation. If the Software fails to satisfy the requirements of this Software Warranty during the Software Warranty Period, Contractor, with reasonable assistance from Owner, shall take appropriate corrective action at no additional charge to Owner to bring the Software into conformance and to remediate any damage to the Equipment or the Facility, [***]. Contractor shall commence correction of nonconforming Software within a reasonable period of time after receipt of written notification of the nonconformance in view of the impact of the defect on the operations of the Facility. Contractor shall perform the corrective Work so that the Software conforms to the standards set forth in (i), (ii) and (iii) above in this Section 14.7 or replace such Software with a suitable replacement. Should Contractor fail to bring the Software into conformance within a reasonable time after written notification of a nonconformance or fail to correct the nonconformance so that it conforms to the standards set forth in (i), (ii) and (iii) above in this Section 14.7 in a commercially reasonable time after such written notification and fails to replace such Software with a suitable replacement, Contractor shall propose a commercially reasonable alternative to

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Owner for Owner’s acceptance. In the event of a defect, the Parties acknowledge that provision of a workaround by Contractor may be an appropriate temporary or permanent manner of reaching conformance, depending upon the type of defect and the manner of the workaround. For purposes of this Section 14.7 , Software shall exclude commodity software provided by third parties, such as Microsoft Corporation, except to the extent that specific commodity software interferes with the functionality to operate or control the Unit or Facility . Third-Party Software shall be governed by the provisions of the specific Third-Party Software licenses . The media on which the Software, Configuration Data and Software Documentation is recorded shall be substantially free from defects in material and workmanship for the Software Warranty Period. Contractor will, at no additional charge, replace any defective media, provided that the applicable defect is not due to Owner’s misuse.      14.8 Assignment of Residual Third Party Warranties. To the extent third party suppliers have provided warranties on Services, Equipment and Software which extend beyond the expiration of the Warranties provided by Contractor under this Agreement, Contractor shall assign the residual portion of such third party warranties, without recourse, to Owner upon the expiration of the Contractor’s Warranty applicable to such Equipment, Services and Software.      14.9 Limitations and Disclaimers.           (a) THE WARRANTIES AND REMEDIES SET FORTH IN THIS ARTICLE 14 FOR ANY NONCONFORMANCE OF EQUIPMENT OR SERVICES ARE THE EXCLUSIVE WARRANTIES AND REMEDIES FOR SUCH NONCONFORMANCE OF EQUIPMENT OR SERVICES AND ARE IN LIEU OF ALL OTHER WARRANTIES AND REMEDIES FOR SUCH NONCONFORMANCE OF EQUIPMENT OR SERVICES WHETHER STATUTORY, EXPRESS OR IMPLIED (INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE IN TRADE) AND WHETHER CLAIMS BY OWNER ARE BASED IN CONTRACT, IN TORT (INCLUDING FAULT, NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, SUBJECT TO THE LIMITATIONS SET FORTH IN SECTION 37.2 .           (b) Any warranties not expressly made by Contractor in this Agreement are expressly waived by the Owner.           (c) Notwithstanding the foregoing provisions of this Article 14 , Contractor shall have no liability hereunder for nonconformance or failure of Equipment, or performance, to the extent that such nonconformance or failure results, in whole or in part, from any of the following:      (i) Operation of the Facility outside of the design bases (as such term is defined in 10 CFR § 50.2) of the Equipment or integrated system;      (ii) Following Turnover of a system or structure, improper use, operation in violation of manufacturer’s written instructions, handling, storage, maintenance, or operation of the Equipment or material therein outside the guidelines of the Specifications or Good Industry Practices;

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     (iii) Alteration, abuse or misuse of the Equipment by persons other than Contractor, its Subcontractors and the employees and agents thereof, or without the prior written approval of Contractor;      (iv) Any operation or maintenance of the Equipment that is not in accordance with either of the Operating Procedures or Maintenance Procedures;      (v) Operation or maintenance by personnel not qualified in accordance with the Owner’s standard qualification requirements for operating or maintenance personnel; or      (vi) Use of Nuclear Fuel in the Unit (other than that supplied by Westinghouse) that does not comply with the Nuclear Fuel design and fabrication specifications that Contractor provided for the Facility or that is otherwise unsuitable for use by the Unit.           (d) Contractor shall be relieved from fulfilling its Warranty obligations as specified in this Article 14 to the extent that:      (i) A Nuclear Incident occurs, and      (ii) The consequences, including radiation, of such Nuclear Incident prevent Contractor from performing such Warranty obligations; provided, however, that Contractor shall be obligated to fulfill such Warranty obligations at such time as Contractor or its Personnel are permitted to enter the work area pursuant to applicable Law. In any action taken by Contractor to satisfy a claim by Owner under any of the Warranties specified herein, Contractor shall be entitled to whatever financial relief is provided (if any) by the insurers pursuant to Owner’s insurance policies that cover the occurrence that caused the breach of Warranty.           (e) [***], no statement made in this Article 14 or any AP1000 Facility Information shall be construed to provide or imply a warranty or guaranty that the Equipment or Facility will actually operate or perform in accordance with its Specifications for its stated design life, and Contractor shall otherwise have no warranty obligation to repair any defects in the Equipment that are discovered after expiration of the Standard Equipment Warranty Period, or if applicable, any Extended Equipment Warranty Period.           (f) [***]. ARTICLE 15 — INDEMNITY AND PROTECTION FOR NUCLEAR INCIDENTS      15.1 Contractor’s General Indemnity. To the maximum extent permitted by applicable Law, and except with respect to a Nuclear Incident, Contractor shall at Contractor’s expense indemnify and defend Owner and Owner Affiliates, their officers, directors, employees and agents, from and against liability, loss, costs, claims, damages, expenses (including reasonable attorneys’ fees and reasonable enforcement costs), judgments, awards, demands, actions and/or disputes, arising or claimed to have arisen:

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          (a) from and to the extent of,        (i) the negligent or wrongful acts or omissions of Contractor or its Subcontractors and their Personnel, acting within the scope of their employment or for which applicable Law would otherwise hold Contractor liable for such acts or omissions, or        (ii) [***], that result in one or more Third Party Claims alleging:

          (b) from any injuries sustained and/or occupational diseases contracted by Contractor’s or its Subcontractor’s Personnel of such a nature and under such circumstances as to create liability by Owner or its Affiliates or Contractor under the Workers’ Compensation Act, and all amendments thereto, of the state having jurisdiction, including all claims and causes of action of any character against Owner and its Affiliates by any Personnel of Contractor, its Subcontractors or assignees, or the employer of such Personnel, or any person or concern claiming by, under or through them resulting from or in any manner growing out of such injuries or occupational diseases, except to the extent such injuries and/or occupational diseases are caused by the negligence or wrongful acts of Owner, its Affiliates and/or their respective Personnel; and           (c) from demands, actions or disputes asserted by any Subcontractor arising from Contractor’s breach of its Subcontract with such Subcontractor regardless of whether such demands, actions or disputes arise from activities at the Site, at Nearby Work Areas, or at any other location; provided that Owner shall reimburse Contractor for the costs and charges incurred by Contractor in connection with its obligations under this clause (c) arising from Target Price Work and Work performed on a Time and Material Basis. [***]. Owner shall give Contractor prompt Notice of any claims for which it seeks indemnity hereunder (along with any information available to Owner that reasonably sets forth the basis of Contractor’s obligation(s)); provided , however , that any failure to notify Contractor will not relieve Contractor from any obligation hereunder unless Contractor is prejudiced by such failure. Contractor shall promptly notify Owner of any material litigation filed against Contractor arising from Contractor’s performance of the Work that has the potential to create liability for Owner. Contractor shall investigate all such claims and preserve necessary evidence using reasonable claims handling practices.

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     15.2 Owner’s General Indemnity. To the maximum extent permitted by applicable Law, and except with respect to a Nuclear Incident (which shall be subject to Section 15.6 ), Owner shall at Owner’s expense indemnify and defend Contractor and Contractor Affiliates, their officers, directors, employees and agents, from and against liability, loss, costs, claims, damages, expenses (including reasonable attorneys’ fees and reasonable enforcement costs), judgments, awards, demands, actions and/or disputes, arising or claimed to have arisen:           (a) from and to the extent of the negligent or wrongful acts or omissions of Owner or its Personnel (other than Contractor or its Subcontractors) acting within the scope of their employment or for which applicable Law would otherwise hold Owner liable for such acts or omissions that result in one or more Third Party Claims alleging:      (i) injury to (including mental or emotional) or death of any natural person (except to the extent covered by Section 15.1(b) or 15.2(b) ), or      (ii) damage to or destruction of any third party property, real or personal (specifically excluding the Facility);           (b) from injuries sustained and/or occupational diseases contracted by Owner’s Personnel (excluding Contractor or its Subcontractors and their Personnel) of such a nature and arising under such circumstances as to create liability by Contractor or its Affiliates or Owner under the Workers’ Compensation Act, and all amendments thereto, of the state having jurisdiction, including all claims and causes of action of any character against Contractor and its Affiliates by any Personnel of Owner (excluding Contractor or its Subcontractor and their Personnel), or any person or concern claiming by, under or through them resulting from or in any manner growing out of such injuries or occupational diseases, except to the extent such injuries and/or occupational diseases are caused by the negligence or wrongful acts of Contractor, its Affiliates, its Subcontractors and/or their respective Personnel; and           (c) from demands, actions or disputes asserted by any contractor of Owner (other than Contractor or its Subcontractors) arising from Owner’s breach of its contract with such contractor regardless of whether such demands, actions or disputes arise from activities at the Site, at Nearby Work Areas, or at any other location. [***]. Contractor shall give Owner prompt Notice of any claims for which it seeks indemnity hereunder (along with any information available to Owner that reasonably sets forth the basis of Owner’s indemnity obligation(s)); provided , however , that any failure to notify Owner will not relieve Owner from any obligation hereunder unless Owner is prejudiced by such failure. Owner shall promptly notify Contractor of any material litigation filed against Owner arising from Owner’s scope of work or in connection with the Facility that has the potential to create liability for Contractor. Owner shall investigate all such claims and preserve necessary evidence using reasonable claims handling practices.

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     15.3 Application of Insurance Proceeds. The payment obligations of Contractor and Owner under Article 15 shall be reduced by the proceeds of any applicable insurance coverages that may be available.      15.4 Intellectual Property Indemnity. Contractor, if notified promptly in writing and given authority and assistance for the defense of same, at Contractor’s expense, shall defend, or at its option settle, any action brought against Owner to the extent based solely on a claim that any item or Work furnished by it or Owner’s use thereof infringes any patent, trademark, copyright, trade secret or any other intellectual property right of any third party. Contractor shall indemnify Owner and hold Owner harmless from all damages and costs (including attorney’s fees) awarded in any such suit or proceeding and shall pay the damages and costs awarded therein against Owner. If a claim of infringement is made, Contractor may, or if the use of the item is enjoined, Contractor shall, at its expense and option, either procure for Owner the right to continue using it, replace it with an equivalent non-infringing item, or modify or replace it so it becomes non-infringing without degrading its functionality or performance, or as a last resort and with the prior written approval of Owner, remove it and refund the purchase price. No modification or replacement under this Section 15.4 shall in any way amend or relieve Contractor from the Warranties set forth in this Agreement or adversely affect the Contract Price or Project Schedule or any license or permit affecting the Facility. Notwithstanding the above, Contractor has no duty to defend or indemnify Owner to the extent a claim of infringement is based upon an item being furnished in accordance with specifications, drawings, plans, or detailed designs supplied by Owner or by a third party for Owner that caused Contractor to deviate from its normal practices, or to the extent the infringement is caused by an item being modified or combined by Owner or others with items not furnished by Contractor hereunder in a manner not intended or approved in writing by Contractor. THIS SECTION 15.4 IS AN EXCLUSIVE STATEMENT RELATING TO INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT OR MISAPPROPRIATION AND ALL THE REMEDIES OF THE PARTIES RELATING THERETO, SUBJECT TO THE LIMITATIONS SET FORTH IN SECTION 37.2 .      15.5 Other Indemnity Obligations of Each Party.           (a) Environmental Indemnity .      (i) Except to the extent resulting from a Nuclear Incident, Contractor shall defend, indemnify and hold harmless Owner (including its Affiliates) from (A) any Third Party Claims for liabilities, losses, costs (including attorney fees), or damages arising from and to the extent of Contractor’s or its Subcontractor’s use or management of Hazardous Materials, or Contractor’s failure to comply with the applicable requirements of Article 20 , and (B) any governmental fines or penalties of any kind arising from and to the extent of Contractor’s or its Subcontractor’s use or management of Hazardous Materials, or Contractor’s failure to comply with the applicable requirements of Article 20 .      (ii) Except to the extent resulting from a Nuclear Incident (which shall be subject to Section 15.6 ), Owner shall defend, indemnify and hold harmless

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Contractor (including its Affiliates) from (A) any Third Party Claims for liabilities, losses, costs (including attorney fees), or damages arising from and to the extent of Owner’s use or management of Hazardous Materials, or Owner’s failure to comply with the applicable requirements of Article 20 , and (B) any governmental fines or penalties of any kind arising from and to the extent of Owner’s use or management of Hazardous Materials, or Owner’s failure to comply with the applicable requirements of Article 20 .           (b) Safety and Health .      (i) Except to the extent resulting from a Nuclear Incident, Contractor shall indemnify and hold harmless Owner (including its Affiliates) from (A) all Third Party Claims for liabilities, losses, costs (including attorney fees), or damages as a result of the failure of Contractor or any of its Subcontractors or their Personnel to comply with OSHA Standards during the performance of the Work, provided that any such Subcontractors were acting within their scope of employment, and for the failure of any materials, Equipment or Construction Equipment to comply with OSHA Standards during the performance of the Work, or (B) any governmental fines or penalties of any kind as a result of the failure of Contractor or any of its Subcontractors or their Personnel to comply with OSHA Standards during the performance of the Work, and for the failure of any materials, Equipment or Construction Equipment to comply with OSHA Standards during the performance of the Work.      (ii) Except to the extent resulting from a Nuclear Incident (which shall be subject to Section 15.6 ), Owner shall indemnify and hold harmless Contractor (including its Affiliates) from (A) all Third Party Claims for liabilities, losses, costs (including attorney fees), or damages as a result of the failure of Owner or its Personnel (other than Contractor or its Subcontractors) to comply with OSHA Standards during performance of the Work, provided that any such Personnel were acting within the scope of its employment, and for the failure of any Owner’s materials or equipment to comply with OSHA Standards, or (B) any governmental fines or penalties of any kind as a result of the failure of Owner or its Personnel (other than Contractor or its Subcontractors) to comply with OSHA Standards during performance of the Work, and for the failure of any Owner’s materials or equipment to comply with OSHA Standards.           (c)  Other Violations of Law, Project Policies and Procedures .      (i) Except to the extent resulting from a Nuclear Incident, Contractor shall defend, indemnify and hold harmless Owner (including its Affiliates) from (A) any Third Party Claims for liabilities, losses, costs (including attorney’s fees), or damages arising out of and to the extent of Contractor’s failure to comply with (x) any Law or (y) any Project Policies and Procedure to the extent caused by the negligent or wrongful acts or omission of Contractor, or (B) any government fines or penalties arising out of and to the extent of Contractor’ failure to comply with (x) any Law or (y) any Project Policies and Procedures to the extent caused by the negligent or wrongful acts or omissions of Contractor.

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     (ii) Except to the extent resulting from a Nuclear Incident (which shall be subject to Section 15.6 ), Owner shall defend, indemnify and hold harmless Contractor (including its Affiliates) from (A) any Third Party Claims for liabilities, losses, costs (including attorney’s fees), or damages arising out of and to the extent of Owner’s failure to comply with (x) any Law or (y) any Project Policies and Procedures to the extent caused by the negligent or wrongful acts or omissions of Owner, or (B) any government fines or penalties arising out of and to the extent of Owner’ failure to comply with (x) any Law or (y) any Project Policies and Procedures to the extent caused by the negligent or wrongful acts or omissions of Owner.      15.6 Nuclear Incidents.           (a) General . Owner hereby waives and releases Contractor, Contractor Interests or Subcontractors from any damage or loss of any kind, whether on the Site or Nearby Work Areas, or off the Site or Nearby Work Areas, or for any punitive damage or any direct, consequential, indirect, special, or incidental loss, damage or injury, whether arising in contract (including breach and warranty), tort or otherwise, and whether or not based on any claim of fault, negligence or strict liability, to the extent any of the foregoing arises out of or results from a Nuclear Incident. However, this waiver shall not apply to any rights Owner may have against Contractor under Article 14 Warranty.           (b) Nuclear Liability Insurance and Governmental Indemnity . Notwithstanding anything in this Agreement to the contrary, the Owner shall maintain "financial protection" to cover public liability as such terms are defined in the AEA, where caused by or arising from a Nuclear Incident, including master worker coverage. Such financial protection shall be in such form and amount to meet the financial protection requirements of Section 170 of the AEA. Owner also shall enter into the governmental indemnity agreement as required by Section 170 of the AEA. In the event that the financial protection system contemplated by Section 170 of the AEA is repealed or changed, Owner shall exercise commercially reasonable efforts, consistent with Good Industry Practices at that time, to maintain in effect liability protection through governmental indemnity, limitation of liability, insurance and/or other financial protection which will not result in a material impairment of the protection afforded Contractor and Contractor Interests by such nuclear liability protection system which is in effect as of the Effective Date [***]. Owner shall ensure that Contractor and Contractor Interests are included in the omnibus definition of "insured" under such alternate insurance coverage or are otherwise included as an additional insured at no cost to Contractor or Contractor Interests.           (c) Nuclear Property Insurance . Owner shall also maintain property insurance with respect to the Facility and the site (as defined in the policy) as may be available from Nuclear Electric Insurance Limited (NEIL) or other sources consistent with the requirements of the NRC and Good Industry Practices, providing protection against loss or damage to the Facility. The limits of insurance shall also be maintained in accordance with the requirements

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of the NRC and Good Industry Practices. Such insurance shall cover Contractor and Contractor Interests as their interests may appear. Owner waives and shall require its insurers to waive all rights of recovery against Contractor or any Contractor Interest on account of any nuclear or non-nuclear loss or damage covered by such property insurance during the Work and thereafter, whether arising in contract, tort or otherwise, and irrespective of fault, negligence or strict liability of any of the Contractor Interests. In the event Owner recovers damages from a third party based on losses at the Facility, the Site, or Nearby Work Areas resulting from a Nuclear Incident, Owner shall indemnify Contractor and all Contractor Interests against claims by such third party which are based on Owner’s recovery of such damages. In addition, Owner waives, and will require its insurers to waive, all rights of recovery against Contractor and Contractor Interests for any and all costs or expenses arising out of or in connection with the investigation and settlement of claims or the defense of suits for damage resulting from a Nuclear Incident during the Work and thereafter.           (d) Duration . The protection provided by Owner pursuant to this Section 15.6 shall be in effect by the date that Nuclear Fuel first arrives at the Site, and shall remain in effect until the permanent decommissioning of the Facility.      15.7 Indemnity Procedures.           (a) The indemnifying Party shall have the right to conduct and control, through counsel of its own choosing, reasonably acceptable to the indemnified Party, the defense of any Third Party Claim that is covered by the indemnity. The indemnifying Party shall keep the indemnified Party fully informed in the conduct of the proceeding. The indemnified Party shall be entitled to participate at its cost in any such action.           (b) The indemnified Party may, at its election, participate in the defense thereof at its sole cost and expense; provided, however, that if (i) the indemnifying Party shall fail to defend any Third Party Claim, (ii) the Parties mutually agree in writing to allow the indemnified Party to assume the defense of such Third Party Claim and forego any indemnity claimed under this Article, (iii) in the reasonable opinion of legal counsel for the indemnified Party, such Third Party Claim involves the potential imposition of a criminal liability on the indemnified Party, its directors, officers, employees or agents, or (iv) in the reasonable opinion of legal counsel for the indemnified Party, an actual or potential conflict of interest exists where it is advisable for such indemnified Party to be represented by separate counsel, then the indemnified Party shall be entitled to control and assume responsibility for the defense of such Third Party Claim, at the cost and expense of the indemnifying Party (except in the case of (ii) above, in which the indemnified Party agrees to forego the indemnity). The indemnifying Party may, in any event, participate in such proceedings at its own cost and expense. The indemnified Party shall not have the right to settle without the written consent of the indemnifying Party (which consent shall not be unreasonably withheld).           (c) The indemnifying Party, in the defense of any such litigation, other proceeding or other claim, shall have the right in its sole discretion to settle such Third Party Claim only if (i) settlement involves only the payment of money and execution of appropriate releases of the indemnified Party, (ii) there is no finding or admission of any violation of Law or violation of the rights of the indemnified Party, and (iii) the indemnified Party will have no

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liability with respect to such compromise or settlement. Otherwise, no such Third Party Claim shall be settled or agreed to without the prior written consent of the indemnified Party, which shall not be unreasonably withheld.           (d) The indemnified Party and the indemnifying Party (i) shall fully cooperate in good faith in connection with such defense and shall cause their legal counsel and accountants to do the same; (ii) shall make available to the other Party all relevant and non-privileged books, records, and information (in such Party’s control) during normal business hours; and (iii) shall furnish to each other, at the indemnifying Party’s expense, such other assistance as the other Party may reasonably require in connection with such defense, including making employees of the indemnified Parties available to testify and assist others in testifying in any such proceedings.      15.8 Extension of Liability and Insurance Protections from Third Party Contractors.           (a) Owner shall use commercially reasonable efforts to include in all contracts which Owner enters into with third party contractors relating to Owner’s Scope of Work or activities at the Site or Nearby Work Areas, that all liability and insurance protections which are afforded to Owner thereunder will be contractually extended for the benefit of Contractor and its Affiliates, including being a named insured on insurance, having the benefit of any waivers of subrogation and of liability, and being a named indemnitee and party defended under indemnification and defense provisions.           (b) Contractor shall use commercially reasonable efforts to include in all Subcontracts relating to the Work at the Site or Nearby Work Areas, that all liability and insurance protections which are afforded to Contractor thereunder will be contractually extended for the benefit of Owner and its Affiliates, including being a named insured on insurance, having the benefit of any waivers of subrogation and of liability, and being a named indemnitee and party defended under indemnification and defense provisions.