Sample Shareholders Agreement

EXHIBIT 10.5

SHAREHOLDERS AGREEMENT

dated as of

October 4, 2006

by and among

TOSHIBA CORPORATION

TSB NUCLEAR ENERGY INVESTMENT UK LIMITED,

NUCLEAR ENERGY HOLDINGS, L.L.C.,

ISHIKAWAJIMA-HARIMA HEAVY INDUSTRIES CO., LTD.

and

TOSHIBA NUCLEAR ENERGY HOLDINGS (UK) LIMITED

TABLE OF CONTENTS

SHAREHOLDERS AGREEMENT

     AGREEMENT, dated as of October 4, 2006, among Toshiba Corporation, a corporation organized under the laws of Japan (“ Toshiba ”), TSB Nuclear Energy Investment UK Limited, a company registered in England with registered number 5929658 and a wholly owned Subsidiary (as defined below) of Toshiba (“ Toshiba UK ”), Nuclear Energy Holdings, L.L.C., a Delaware limited liability company and a wholly owned Subsidiary (“ Shaw Sub ”) of The Shaw Group Inc., a Louisiana corporation (“ Shaw ”), Ishikawajima-Harima Heavy Industries Co., Ltd., a corporation organized under the laws of Japan (“ IHI ”), and Toshiba Nuclear Energy Holdings (UK) Limited, a company registered in England with registration number 5929672 (the “ Company ”).

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

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

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

     WHEREAS, following the Closing (as defined herein) under the Investment Agreement: (i) Toshiba UK will own 364 Ordinary “A” shares of £1 each in the capital the Company, (the “ Class A Shares ”) (representing approximately 53% of the Class A Shares), and 714 Ordinary “B” shares of £1 each in the capital of the Company (the “ Class B Shares ” and, together with the Class A Shares, the “ Shares ”) (representing 100% of the Class B Shares) which will represent 77% of the aggregate number of the Shares then outstanding; (ii) Shaw Sub will own 280 Class A Shares (representing approximately 41% of the Class A Shares and 20% of the aggregate number of the Shares then outstanding); and (iii) IHI will own 42 Class A Shares (representing

approximately 6% of the Class A Shares and 3% of the aggregate number of the Shares then outstanding); and

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

     NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

          SECTION 1.01 Definitions

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

     “ Act ” means the UK Companies Act 1985 (as amended).

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

     “ Agreement ” means this Shareholders Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     “ Director ” means a member of the Board.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     “ Organizational Documents ” means, collectively, the Memorandum and Articles of Association of the Company in effect on the Closing Date, as each may be amended, modified or supplemented from time to time.

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

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

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

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

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

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

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

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

     “ Permitted Transfer ” means (i) a pledge of Shares by Shaw Sub in connection with financing arrangements for the purchase of its Shares ( provided , however , that the key terms of such arrangements shall be disclosed to Toshiba in advance and reasonably acceptable to

Toshiba), (ii) the Transfer of Shares by Shaw Sub pursuant to the provisions of its Put Agreement, (iii) the Transfer of Shares by IHI pursuant to the provisions of its Put Agreement, and (iv) any Transfer of Shares pursuant to Sections 7.02, 7.04, 7.05 or 7.06.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE 2

FORMATION AND PURPOSE OF JOINT VENTURE

          SECTION 2.01 Formation of the Company

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

          SECTION 2.02 Purpose and Scope of the Company

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

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

ARTICLE 3

CORPORATE GOVERNANCE; MANAGEMENT

          SECTION 3.01 The Board

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

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

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

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

meeting of Shareholders and voting their Shares thereat, or executing any written consent in lieu thereof, in favor of the election of such Director.

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

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

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

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

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

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

     (k) Without prejudice to Section 3.02, the Board may establish any sub-committee and delegate decision-making authority thereto as it shall in its absolute discretion determine.

          SECTION 3.02 The Owner Board

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

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

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

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

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

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

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

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

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

     (e) Meetings of the Owner Board shall be presided over by the Owner Board Chairman or, in the absence of the Owner Board Chairman, the Owner Board Member nominated by Toshiba UK, in which case the Owner Board Member appointed by Toshiba UK shall still be entitled to exercise his votes notwithstanding that he presides over such meeting. Members of the Owner Board representing a majority of votes to be cast, plus at least attendance of two Owner Board Members, one of whom shall be an Owner Board Member nominated by a Party other than Toshiba UK, shall constitute a quorum for the transaction of business at any meeting of the Owner Board. Notice of any meetings of the Owner Board stating the place, date

and hour of the meeting shall be given not less than five (5) business days before the date of the meeting unless all of the Owner Board Members agree otherwise.

     (f) Each Owner Board Member present at a meeting or acting by written consent (other than the Owner Board Chairman) (shall have a number of votes corresponding to the Ownership Percentage of the Shareholder appointing such Owner Board Member; provided , however , that the Owner Board Chairman shall have no voting rights. Except as provided in the immediately following sentence, all actions of the Owner Board shall require the affirmative approval of at least a majority of the votes entitled to be cast at meetings of the Owner Board. Notwithstanding the foregoing, none of the following specified actions may be taken by the Company, the Board, the Owner Board or any member of the Westinghouse Group without the vote of Owner Board Members holding voting rights at least 1% in excess of the Ownership Percentage of Toshiba UK and any Affiliate thereof at the time the vote is taken (i.e., initially, seventy-eight percent (78%)):

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          SECTION 3.03 Principal Officers

     (a) There shall be a president of the Company as provided for in Section 3.01(e) (the “ President ”) who, as provided in Section 3.01(a), shall, to the extent permitted by the Act, manage the business and affairs of the Company and shall otherwise have the powers and perform such duties of management usually vesting in the Chief Executive Officer and/or President of a company. In addition to the President, there shall be a treasurer of the Company (the “ Treasurer ”), who may or may not be a Director, and a secretary of the Company (the “ Secretary ” and, together with the President and the Treasurer, the “ Principal Officers ”) who shall each have the powers and perform such duties usually vesting in a treasurer or secretary, respectively, of a company.

     (b) Toshiba UK shall be entitled to nominate the Principal Officers after consulting with other Shareholders, and each Shareholder agrees that it will (i) cause the Directors nominated by it to vote in favor of the appointment of such nominees, (ii) cause the Directors nominated by it not to vote in favor of the removal of any Principal Officer unless Toshiba UK

shall have consented to such removal in writing and (iii) cause the Directors nominated by it to vote in favor of the removal of any Principal Officer if Toshiba UK requests it to do so for any reason in a signed, written request. If, as a result of death, disability, retirement, resignation, removal or otherwise, the office of any Principal Officer shall be vacant, Toshiba UK shall within 30 days of such event notify the Board in writing of its nomination for a replacement, and upon such receipt of such notice (whether before or after such 30-day period) each Shareholder shall cause the Directors nominated by it to promptly take all actions necessary to ensure the appointment of such replacement.

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

          SECTION 3.04 Organizational Documents

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

          SECTION 3.05 Shareholder Actions

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

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

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

          SECTION 3.06 Dividend Policy.

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

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

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

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

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

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

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

ARTICLE 4

CERTAIN OPERATIONAL MATTERS

          SECTION 4.01 Acquisition of Westinghouse Group

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

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

     (c) Toshiba will act as an ag