5.                                        Washington Group and BNFL-USA amended and restated the Original Agreement in its entirety as set forth in the Amended and Restated Consortium Agreement dated March 19, 1999 (“ First Amended Agreement ”) so as to reflect their revised agreement concerning the basis on which the ESBU and GESCO Businesses would be owned, and the basis on which ownership, control and risk would be shared after the acquisition.

6.                                        Pursuant to the terms of the First Amended Agreement, Washington Group and BNFL-USA organized the following entities: (a) Westinghouse Government Services Company LLC, a Delaware limited liability company (“ WGS ”); (b) Westinghouse Government Environmental Services Company LLC, a Delaware limited liability company (“ WGES ”); and (c) Westinghouse Electric Company LLC, a Delaware limited liability company (“ WELCO ”).  Thereafter, pursuant to agreements dated March 22, 1999: (a) WGNH assigned to WGS and to WGES its rights under the GESCO Purchase Agreement, and WGS and WGES assumed WGNH’s obligations under the GESCO Purchase Agreement; and (b) WGNH assigned to WELCO its rights under the ESBU Purchase Agreement and WELCO assumed WGNH’s liabilities under the ESBU Purchase Agreement.

7.                                        BNFL-USA organized a wholly-owned subsidiary, BNFL Nuclear Services Inc., a Delaware corporation (“ BNSI ”), for the purpose of holding BNFL-USA’s interests in the GESCO and ESBU Businesses.

8.                                        The acquisition by WGS and WGES of the GESCO Business closed on March 22, 1999.  The acquisition by WELCO of the ESBU Business closed on March 22, 1999.

9.                                        Among other agreements entered into by and between or among the parties hereto and/or their affiliates related to this Agreement, Washington Group and BNFL-USA entered into a Supplemental Agreement dated March 19, 1999 (“ Supplemental Agreement ”) and Washington Group, BNSI and WGS entered into an Economic Rights Agreement dated March 19, 1999 (the “ Economic Rights Agreement ”).   Additionally, British Nuclear Fuels plc (“ BNFL ”) executed a BNFL Consortium Guarantee dated March 19, 1999 (“ BNFL Consortium Guarantee ”) and Washington Group executed a MK Consortium Guarantee dated March 19, 1999 (“ MK Consortium Guarantee ”).

10.                                  By memorandum dated April 2, 2003, BNFL communicated to, and asserted claims against, Washington Group under the First Amended Agreement, certain of the other agreements referred to in this Agreement, and specified legal principles (the “ BNFL Claims ”).  By memorandum dated August 29, 2003, Washington Group disputed the BNFL Claims and Washington Group asserted claims against BNFL under the First Amended Agreement, certain of the other agreements referred to herein and specified legal principles (the “ WGI Claims ”).  Washington Group disputed all of the BNFL Claims and further disputed any liability whatsoever to BNFL or any of its affiliates.  BNFL disputed all of the WGI Claims and further disputed any liability therefore to Washington Group or any of its affiliates.

11.                                  Washington Group and BNFL-USA further amended and restated the First Amended Agreement in its entirety, as set forth in the Second Amended and Restated Consortium Agreement effective as of July 31, 2004.  Pursuant to, and as a condition precedent to the effectiveness of such Second Amended and Restated Consortium Agreement, BNFL-USA entered into a Security Agreement dated July 31, 2004 (“Security Agreement”) with Washington Group and the Debtors, as such term is defined in the Security Agreement.  Pursuant to, and as a further condition precedent to the effectiveness of such Second Amended and Restated Consortium Agreement, BNFL-USA entered into an Intercreditor Agreement dated as of July 31, 2004 (“Intercreditor Agreement”) with Credit Suisse First Boston, Washington Group, the affiliates of Washington Group identified as Debtors under the Security Agreement, and certain other persons identified as Bank Creditors in the Intercreditor Agreement (such Second Amended and Restated Consortium Agreement, the Security Agreement, and the Intercreditor Agreement are collectively referred to herein as the “Second Amended Agreement”) so as: (i) to terminate the Economic Rights Agreement and the Supplemental Agreement, (ii) to mutually release each other from the BNFL Claims and the WGI Claims, and (iii) to modify the limited liability company agreements of WGS and WGES, all as set forth in the Second Amended Agreement so as to set forth their revised agreement concerning the basis on which WGS, WGES and WELCO would be owned, and the basis on which contract Fee, control and risk would be allocated.

12.                                  Washington Group and BNFL-USA wish to (i) accelerate, in the form of a lump sum payment at Closing, the payment of all amounts due or to become due under the Second Amended Agreement, (ii) terminate all rights and responsibilities that each party has under the Second Amended Agreement and to terminate or confirm the prior termination of certain other agreements described herein, in each case effective as of the Effective Time (as defined below), and (iii) mutually release each other from all claims on the terms, and subject to the conditions set forth in, this Agreement.

NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.0                                  Termination; Payments; Release of Claims and Relinquishment of Rights

1.1                                  Termination .

Subject to the terms and conditions set forth below (including, without limitation, the exceptions to termination in Section 1.4 below), effective as of the Effective Time, the following agreements shall be terminated in their entirety and shall be of no further force or effect: (i) the Second Amended Agreement; (ii) any agreements between the parties and/or their respective affiliates (and, in certain instances, the parties and/or their Affiliates along with one or more third parties) entered into in connection with the Second Amended Agreement, including without limitation the Service Agreement, effective July 31, 2004, implementing Section 4.1(c)(ii) of the Second Amended Agreement (the “Service

Agreement” ), as well as any indemnification obligations contained in any of the agreements described in this subsection (ii); (iii) the Washington Group Guarantees and the BNFL Guarantees (each as defined below); and (iv) for the avoidance of doubt, and to the extent not previously terminated in their entirety by the First Amended Agreement or the Second Amended Agreement, as applicable, (A) the Original Agreement, (B) the First Amended Agreement, (C) the Supplemental Agreement, (D) the Economic Rights Agreement, and (E) any of the agreements between the parties and/or their respective affiliates (and, in certain instances, the parties and/or their affiliates along with one or more third-parties) entered into in connection with the agreements set forth in the foregoing clauses (A) through (D), including in each case any indemnification obligations contained therein.  In furtherance of the parties’ intent to terminate and/or confirm the termination of all responsibilities, rights, and payments under the foregoing agreements, to avoid ongoing reviews, audits, and related activities after the Effective Time, and to fully and finally release any and all claims the parties hereto may have as of the date hereof or in the future may have under such agreements, the parties further agree to the matters set forth in Sections 1.2 through 1.5 below.

1.2                                  Settlement of Amounts under Second Amended Agreement

In order to fully and finally calculate and pay any and all amounts payable, or that would otherwise become payable, to BNFL, BNFL-USA or any of their respective Affiliates under the Second Amended Agreement with respect to all periods ending prior to, on or after the Effective Time, Washington Group shall, in full and complete satisfaction of such amounts, at Closing, pay to BNFL-USA cash in the amount of US$36,200,000 (the “Final Payment” ).  The Final Payment shall be due and payable at the Closing and shall be made in cash via wire transfer to the following account:

Bank: Citizens Bank, Pittsburgh, PA

Account Name: BNFL USA Group, Inc., Monroeville, PA

Account No.: 6204964953

ABA code: 036076150

The parties hereto acknowledge and agree that all prior payments made by Washington Group to BNFL-USA under the Second Amended Agreement and the Final Payment, collectively, shall represent full, complete and final payment and satisfaction of any and all amounts due under the Second Amended Agreement with respect to all periods ending prior to, on or after the Effective Time.

1.3                                  Release of Claims and Relinquishment of Rights

(a)                                   As used in this Agreement:  (i) the term “Claim” or “Claims” shall mean any and all causes of action, litigation, suits, controversies, exercise of warranties, proceedings, offsets, claims, demands, and/or any and all other

actions, of any kind or nature whatsoever, in law, in equity, under contract or otherwise, known or unknown, direct or indirect, vested or contingent, reported or unreported, based on, arising from, or for the recovery of, any actual, threatened or alleged liabilities, responsibilities, obligations, costs, debts, sums of money, accounts, covenants, representations, agreements, warranties, attorneys’ fees, promises, contracts, trespasses, damages, judgments, executions, and/or any and all other asserted basis, of any kind or nature, whatsoever; (ii) the term “Affiliates” , when referring to a party, shall mean such party’s parents, subsidiaries, affiliates, predecessors, successors, and assigns; and (iii) the term “Representatives” , when referring to a party or any of its Affiliates, shall mean their respective officers, directors, employees, agents and attorneys.

(b)                                  In consideration of the premises, mutual covenants and other consideration set forth in this Agreement, upon the occurrence of the Closing and effective as of the Effective Time, BNFL-USA, on behalf of itself and its Affiliates, and to the fullest extent legally permitted, unconditionally releases and forever discharges Washington Group, its Affiliates, and their respective Representatives (collectively, the “Washington Group Parties” ), from any and all Claims which BNFL-USA and/or any of its Affiliates now has, ever had or may have by reason of, arising out of, or relating in any way to the Original Agreement, the First Amended Agreement, the Supplemental Agreement, the Economic Rights Agreement, the Second Amended Agreement, the Service Agreement and any of the agreements entered into pursuant to or in connection with the foregoing agreements, including without limitation (i) any indemnification obligations contained therein and (ii) for the avoidance of doubt, the Claims released under Section 3.5 of the Second Amended Agreement; provided, however, that the foregoing release shall not apply to any Claims arising as a result of a breach of this Agreement (and, for the avoidance of doubt, nothing herein shall affect or limit Washington Group’s obligations under Section 2.4 below) or arising under any other agreement that has been or may in the future be entered into between the parties and their Affiliates on or after the date of this Agreement, which Claims shall be subject to the rights and remedies set forth herein or therein, as applicable. BNFL-USA further agrees that in no event shall it or any of its Affiliates, directly or indirectly, assert any Claim against any of the Washington Group Parties based upon any matter purported to be released hereby.  Without in any way limiting the foregoing, the release set forth in this Section 1.3(b) shall apply to any and all Claims that BNFL-USA and/or any of its Affiliates may have relating to or arising in connection with:

(i)                                      any and all of the Payment Rights and/or other rights of BNFL-USA or its Affiliates under Articles 4.0, 5.0 and 7.0, and Sections 10.2, 10.3 and 10.4, of the Second Amended Agreement; and

(ii)                                   all guarantees by Washington Group and its Affiliates under the Second Amended Agreement (collectively, the “Washington Group Guarantees” ).

(c)                                   In consideration of the premises, mutual covenants and other consideration set forth in this Agreement, upon the occurrence of the Closing, and effective as of the Effective Time, Washington Group, on behalf of itself and its Affiliates, and to the fullest extent legally permitted, unconditionally releases and forever discharges BNFL, BNFL-USA, their respective Affiliates (including, for the avoidance of doubt, BNSI and BNG America), and their respective Representatives (collectively, the “BNFL Parties” ), from any and all Claims which Washi