10-12B/A

As filed with the Securities and Exchange Commission on May 6, 2015

File No. 001-36876

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 2 to

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

Babcock & Wilcox Enterprises, Inc.

(exact name of registrant as specified in its charter)

Delaware	47-2783641
(State of incorporation or organization)	(I.R.S. Employer Identification No.)
The Harris Building 13024 Ballantyne Corporate Place, Suite 700 Charlotte, North Carolina	28277
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (704) 625-4900

Copy to:

Charles T. Haag

Jones Day

2727 North Harwood Street

Dallas, Texas 75201

Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class To Be So Registered	Name of Each Exchange on Which Such Class will be Registered
Common Stock, par value $0.01 per share	The New York Stock Exchange, Inc.

Securities to be registered pursuant to Section 12(g) of the Act: None

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

Large accelerated filer ¨	Accelerated filer ¨	Non-accelerated filer þ	Smaller reporting company ¨
	(Do not check if a smaller reporting company)

BABCOCK & WILCOX ENTERPRISES, INC.

INFORMATION INCLUDED IN INFORMATION STATEMENT

AND INCORPORATED BY REFERENCE IN FORM 10

CROSS REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10

Information required to be included in this registration statement on Form 10 is incorporated by reference to specifically identified portions of the information statement filed as Exhibit 99.1 to this registration statement on Form 10.

Item 1. Business.

The information required by this item is contained under the sections of the information statement titled “Questions and Answers about the Spin-Off,” “Summary” and “Business.”

Item 1A. Risk Factors.

The information required by this item is contained under the section of the information statement titled “Risk Factors.”

Item 2. Financial Information.

The information required by this item is contained under the sections of the information statement titled “Summary Historical and Unaudited Pro Forma Combined Financial Information,” “Capitalization,” “Selected Historical Combined Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Quantitative and Qualitative Disclosures About Market Risk.”

Item 3. Properties.

The information required by this item is contained under the section of the information statement titled “Business—Properties.”

Item 4. Security Ownership of Certain Beneficial Owners and Management.

The information required by this item is contained under the section of the information statement titled “Security Ownership of Certain Beneficial Owners and Management.”

Item 5. Directors and Executive Officers.

The information required by this item is contained under the section of the information statement titled “Management.”

Item 6. Executive Compensation.

The information required by this item is contained under the sections of the information statement titled “Management” and “Executive Compensation.”

Item 7. Certain Relationships and Related Transactions, and Director Independence.

The information required by this item is contained under the sections of the information statement titled “Summary,” “Risk Factors,” “Management,” “Certain Relationships and Related Transactions” and “Relationship with the Company After the Spin-Off.”

Item 8. Legal Proceedings.

The information required by this item is contained under the section of the information statement titled “Business—Legal Proceedings.”

Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.

The information required by this item is contained under the sections of the information statement titled “Summary,” “Risk Factors,” “The Spin-Off,” “Dividend Policy” and “Description of Capital Stock.”

Item 10. Recent Sales of Unregistered Securities.

The information required by this item is contained under the section of the information statement titled “Description of Capital Stock.”

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Item 11.  Description of Registrant’s Securities to be Registered.

The information required by this item is contained under the section of the information statement titled “Description of Capital Stock.”

Item 12.  Indemnification of Directors and Officers.

The information required by this item is contained under the section of the information statement titled “Indemnification of Directors and Officers.”

Item 13.  Financial Statements and Supplementary Data.

The information required by this item is contained under the sections of the information statement titled “Summary Historical and Unaudited Pro Forma Combined Financial Information,” “Selected Historical Combined Financial Information” and “Index to Combined Financial Statements” (and the financial statements and notes referenced therein).

Item 14.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 15.  Financial Statements and Exhibits.

(a) Financial Statements

The information required by this item is contained under the section of the information statement titled “Index to Combined Financial Statements” (and the financial statements and notes referenced therein).

(b) Exhibits

The following documents are filed as exhibits hereto:

Exhibit Number	Exhibit Description
2.1*	Form of Master Separation Agreement
3.1	Form of Amended and Restated Certificate of Incorporation
3.2	Form of Amended and Restated Bylaws
10.1*	Form of Tax Sharing Agreement
10.2	Form of Employee Matters Agreement
10.3	Form of Transition Services Agreement (The Babcock & Wilcox Company as service provider)
10.4	Form of Transition Services Agreement (Babcock & Wilcox Enterprises, Inc. as service provider)
10.5	Form of Assumption and Loss Allocation Agreement by and among ACE American Insurance Company and the Ace Affiliates (as defined therein), Babcock & Wilcox Enterprises, Inc. and The Babcock & Wilcox Company
10.6	Form of Reinsurance Novation and Assumption Agreement by and among ACE American Insurance Company and the Ace Affiliates (as defined therein), Creole Insurance Company and Dampkraft Insurance Company
10.7	Form of Novation and Assumption Agreement by and among The Babcock & Wilcox Company, Babcock & Wilcox Enterprises, Inc., Dampkraft Insurance Company and Creole Insurance Company
10.8	Form of 2015 Long-Term Incentive Plan of Babcock & Wilcox Enterprises, Inc.
10.9	Form of Babcock & Wilcox Enterprises, Inc. Executive Incentive Compensation Plan
10.10	Form of Babcock & Wilcox Enterprises, Inc. Management Incentive Compensation Plan
10.11	Form of Supplemental Executive Retirement Plan of Babcock & Wilcox Enterprises, Inc.
10.12	Form of Babcock & Wilcox Enterprises, Inc. Defined Contribution Restoration Plan
10.13	Form of Director and Officer Indemnification Agreement
10.14	Employment Agreement among The Babcock & Wilcox Company, Babcock & Wilcox Power Generation Group, Inc. and E. James Ferland
10.15	Form of Restructuring Transaction Retention Agreement between the Babcock & Wilcox Company and certain of our executive officers
10.16	Restructuring Transaction Retention Agreement between The Babcock & Wilcox Company and E. James Ferland

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Exhibit Number	Exhibit Description
10.17	Restructuring Transaction Severance Agreement between The Babcock & Wilcox Company and J. Randall Data, dated November 5, 2014.
10.18*	Form of Change-in-Control Agreement
10.19*	Form of Credit Agreement
10.20	Form of Executive Severance Plan
10.21*	Form of IP Matters Agreements
21.1*	List of Subsidiaries
99.1	Information Statement, subject to completion, dated May 6, 2015

*   To be filed by amendment

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SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 6, 2015	BABCOCK & WILCOX ENTERPRISES, INC.
	By:	/s/ E. James Ferland
	Name:	E. James Ferland
	Title:	Chief Executive Officer

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EXHIBIT INDEX

Exhibit Number	Exhibit Description
2.1*	Form of Master Separation Agreement
3.1	Form of Amended and Restated Certificate of Incorporation
3.2	Form of Amended and Restated Bylaws
10.1*	Form of Tax Sharing Agreement
10.2	Form of Employee Matters Agreement
10.3	Form of Transition Services Agreement (The Babcock & Wilcox Company as service provider)
10.4	Form of Transition Services Agreement (Babcock & Wilcox Enterprises, Inc. as service provider)
10.5	Form of Assumption and Loss Allocation Agreement by and among ACE American Insurance Company and the Ace Affiliates (as defined therein), Babcock & Wilcox Enterprises, Inc. and The Babcock & Wilcox Company
10.6	Form of Reinsurance Novation and Assumption Agreement by and among ACE American Insurance Company and the Ace Affiliates (as defined therein), Creole Insurance Company and Dampkraft Insurance Company
10.7	Form of Novation and Assumption Agreement by and among The Babcock & Wilcox Company, Babcock & Wilcox Enterprises, Inc., Dampkraft Insurance Company and Creole Insurance Company
10.8	Form of 2015 Long-Term Incentive Plan of Babcock & Wilcox Enterprises, Inc.
10.9	Form of Babcock & Wilcox Enterprises, Inc. Executive Incentive Compensation Plan
10.10	Form of Babcock & Wilcox Enterprises, Inc. Management Incentive Compensation Plan
10.11	Form of Supplemental Executive Retirement Plan of Babcock & Wilcox Enterprises, Inc.
10.12	Form of Babcock & Wilcox Enterprises, Inc. Defined Contribution Restoration Plan
10.13	Form of Director and Officer Indemnification Agreement
10.14	Employment Agreement among The Babcock & Wilcox Company, Babcock & Wilcox Power Generation Group, Inc. and E. James Ferland
10.15	Form of Restructuring Transaction Retention Agreement between the Babcock & Wilcox Company and certain of our executive officers
10.16	Restructuring Transaction Retention Agreement between The Babcock & Wilcox Company and E. James Ferland
10.17	Restructuring Transaction Severance Agreement between The Babcock & Wilcox Company and J. Randall Data, dated November 5, 2014.
10.18*	Form of Change-in-Control Agreement
10.19*	Form of Credit Agreement
10.20	Form of Executive Severance Plan
10.21*	Form of IP Matters Agreements
21.1*	List of Subsidiaries
99.1	Information Statement, subject to completion, dated May 6, 2015

*   To be filed by amendment

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EX-3.1

Exhibit 3.1

FORM OF

RESTATED CERTIFICATE OF INCORPORATION

of

BABCOCK & WILCOX ENTERPRISES, INC.

Babcock & Wilcox Enterprises, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), hereby adopts this Restated Certificate of Incorporation, which accurately restates and integrates the provisions of the existing Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) and further amends the Certificate of Incorporation as provided herein, and does hereby further certify that:

1. The name of the Corporation is Babcock & Wilcox Enterprises, Inc. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on January 13, 2015.

2. The Board of Directors of the Corporation and the sole stockholder of the Corporation have duly adopted this Restated Certificate of Incorporation in accordance with the provisions of Sections 242 and 245 of the DGCL.

3. The Certificate of Incorporation is hereby amended and restated to read in its entirety as follows:

RESTATED CERTIFICATE OF INCORPORATION

FIRST: The name of the Corporation is Babcock & Wilcox Enterprises, Inc.

SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the Corporation’s registered agent at that address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful business, act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware or any successor statute (the “DGCL”).

FOURTH: The aggregate number of shares of capital stock which the Corporation will have authority to issue is 200,000,000 shares of common stock, par value $0.01 per share (“Common Stock”), and 20,000,000 shares of preferred stock, par value $0.01 per share (“Preferred Stock”). The Corporation may issue shares of any class of its capital stock for such consideration and for such corporate purposes as the Board of Directors of the Corporation (the “Board of Directors”) may from time to time determine. Each share of Common Stock shall be entitled to one vote.

The Preferred Stock may be divided into and issued from time to time in one or more series as may be fixed and determined by the Board of Directors. The relative rights and preferences of the Preferred Stock of each series will be such as are stated in any resolution or resolutions adopted by the Board of Directors setting forth the designation of that series and fixing and determining the relative rights and preferences thereof, any such resolution or resolutions being herein called a “Directors’ Resolution.” The Board of Directors hereby is

authorized to fix and determine the powers, designations, preferences, and relative, participating, optional or other rights (including, without limitation, voting powers, full or limited, preferential rights to receive dividends or assets on liquidation, rights of conversion or exchange into Common Stock, Preferred Stock of any series or other securities, any right of the Corporation to exchange or convert shares into Common Stock, Preferred Stock of any series or other securities, or redemption provisions or sinking fund provisions) as between series and as between or among series of Preferred Stock and as between the Preferred Stock or any series thereof and the Common Stock, and the qualifications, limitations or restrictions thereof, if any, all as shall be stated in a Directors’ Resolution, and the shares of Preferred Stock or any series thereof may have full or limited voting powers, or be without voting powers, all as shall be stated in a Directors’ Resolution.

Consistent with this Article FOURTH and applicable law, any of the voting powers, designations, preferences, rights and qualifications, limitations or restrictions of any series of Preferred Stock may be dependent on facts ascertainable outside this Certificate of Incorporation (this “Certificate of Incorporation”) or any amendment hereto, or outside resolutions of the Board of Directors pursuant to authority expressly vested in it by this Certificate of Incorporation. Except as applicable law or this Certificate of Incorporation otherwise may require, the terms of any series of Preferred Stock may be amended without consent of the holders of any other series of Preferred Stock or of any class of capital stock of the Corporation.

No stockholder will, by reason of the holding of shares of any class or series of capital stock of the Corporation, have a preemptive or preferential right to acquire or subscribe for any shares or securities of any class, whether now or hereafter authorized, which may at any time be issued, sold or offered for sale by the Corporation, unless a Directors’ Resolution specifically so provides with respect to a series of Preferred Stock.

Cumulative voting of shares of any class or series of capital stock having voting rights is prohibited unless specifically provided for in a Directors’ Resolution with respect to a series of Preferred Stock. Furthermore, the Common Stock is not convertible, redeemable or assessable, or entitled to the benefits of any sinking fund.

FIFTH: (a) Directors. The business and affairs of the Corporation will be managed by or under the direction of the Board of Directors. In addition to the authority and powers conferred on the Board of Directors by the DGCL or by the other provisions of this Certificate of Incorporation, the Board of Directors hereby is authorized and empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject to the provisions of the DGCL, this Certificate of Incorporation and any Bylaws of the Corporation; provided, however, that no Bylaws hereafter adopted, or any amendments thereto, will invalidate any prior act of the Board of Directors that would have been valid if such Bylaws or amendment had not been adopted.

(b) Number, Election, Classification and Terms of Directors. The number of directors which will constitute the whole Board of Directors shall be fixed from time to time exclusively by, and may be increased or decreased from time to time exclusively by, the affirmative vote of at least a majority of the directors then in office (subject to such rights of holders of a series of shares of Preferred Stock to elect one or more directors pursuant to any provisions contained in a

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Directors’ Resolution with respect to such series), but in any event will not be less than three. The directors, other than those who may be elected by the holders of any series of Preferred Stock, will be divided into three classes: Class I, Class II and Class III. Each director will serve for a term ending on the third annual meeting of stockholders of the Corporation following the annual meeting of stockholders at which that director was elected; provided, however, that the directors first designated as Class I directors will serve for a term expiring at the annual meeting of stockholders next following the end of the calendar year 2015, the directors first designated as Class II directors will serve for a term expiring at the annual meeting of stockholders next following the end of the calendar year 2016, and the directors first designated as Class III directors will serve for a term expiring at the annual meeting of stockholders next following the end of the calendar year 2017. Each director will hold office until the annual meeting of stockholders at which that director’s term expires and, the foregoing notwithstanding, each director will serve until his or her successor shall have been duly elected and qualified or until his or her earlier death, resignation or removal.

At each annual election, the directors chosen to succeed those whose terms then expire will be of the same class as the directors they succeed, unless, by reason of any intervening changes in the authorized number of directors, the Board of Directors shall have designated one or more directorships whose term then expires as directorships of another class in order more nearly to achieve equality of number of directors among the classes.

In the event of any change in the authorized number of directors, each director then continuing to serve as such will nevertheless continue as a director of the class of which he or she is a member until the expiration of his or her current term, or his or her prior death, resignation or removal. The Board of Directors will specify the class to which a newly created directorship will be allocated.

Election of directors need not be by written ballot unless the Bylaws of the Corporation so provide.

(c) Removal of Directors. No director of the Corporation may be removed from office as a director by vote or other action of the stockholders or otherwise, except for cause or a Board Determination (as defined below), and then only by the affirmative vote of the holders of at least eighty percent (80%) of the voting power of all then outstanding shares of capital stock of the Corporation generally entitled to vote in the election of directors, voting together as a single class. Except as applicable law otherwise provides and unless the Board of Directors has made a determination that removal is in the best interests of the Corporation (in which case a finding of cause is not required for removal), which determination shall require the affirmative vote of at least eighty percent (80%) of the directors then in office at any meeting of the Board of Directors called for that purpose (a “Board Determination”), “cause” for the removal of a director will be deemed to exist only if the director whose removal is proposed: (i) has been convicted, or has been granted immunity to testify in any proceeding in which another has been convicted, of a felony by a court of competent jurisdiction and that conviction is no longer subject to direct appeal; (ii) has been found to have been grossly negligent or guilty of misconduct in the performance of his duties to the Corporation in any matter of substantial importance to the Corporation by (A) the affirmative vote of at least eighty percent (80%) of the directors then in office at any meeting of the Board of Directors called for that purpose or (B) a court of

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competent jurisdiction; or (iii) has been adjudicated by a court of competent jurisdiction to be mentally incompetent, which mental incompetency directly affects his ability to serve as a director of the Corporation. Notwithstanding the foregoing, whenever holders of outstanding shares of one or more series of Preferred Stock are entitled to elect members of the Board of Directors voting separately as a class pursuant to the provisions applicable in the case of arrearages in the payment of dividends or other defaults contained in the Directors’ Resolution providing for the establishment of any series of Preferred Stock, any such director of the Corporation so elected may be removed in accordance with the provisions of that Directors’ Resolution. The foregoing provisions of this Article FIFTH are subject to the terms of any series of Preferred Stock with respect to the directors to be elected solely by the holders of such series of Preferred Stock.

(d) Vacancies. Except as a Directors’ Resolution providing for the establishment of any series of Preferred Stock may provide otherwise, newly created directorships resulting from any increase in the number of directors and any vacancies on the Board of Directors resulting from death, resignation, removal or other cause will be filled by the affirmative vote of at least a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors, or by the sole remaining director. Any director elected in accordance with the preceding sentence will hold office for the remainder of the full term of the class of directors in which the new directorship was created or the vacancy occurred and until that director’s successor shall have been elected and qualified or until his or her earlier death, resignation or removal. Except as a Directors’ Resolution providing for the establishment of any series of Preferred Stock may provide otherwise with respect to directors elected pursuant to any provisions contained in a Directors’ Resolution with respect to such series, no decrease in the number of directors constituting the Board of Directors will shorten the term of any incumbent director.

(e) Amendment of Bylaws. The Board of Directors shall have the power to adopt, amend or repeal the Bylaws of the Corporation. Any adoption, amendment or repeal of the Bylaws of the Corporation by the Board of Directors shall require the approval of at least a majority of the directors then in office. The stockholders shall also have the power to adopt, amend or repeal the Bylaws of the Corporation at any annual meeting before which such matter has been properly brought in accordance with the Bylaws of the Corporation, or at any special meeting if notice of the proposed amendment is contained in the notice of said special meeting; provided, however, that, in addition to any vote of the holders of any class or series of capital stock of the Corporation required by law or by this Certificate of Incorporation, the affirmative vote of the holders of at least eighty percent (80%) of the voting power of all then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provision of the Bylaws of the Corporation.

(f) Certain Amendments. Notwithstanding anything in this Certificate of Incorporation or the Bylaws of the Corporation to the contrary, the affirmative vote of the holders of at least 80% of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to alter, amend or adopt any provision inconsistent with, or to repeal, this Article FIFTH or Article SIXTH.

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SIXTH: From and after the first date as of which the Corporation has a class or series of capital stock registered under the Securities Exchange Act of 1934, as amended, except as a Directors’ Resolution may establish with respect to any series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected at an annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by those stockholders. Except as applicable law requires, or as a Directors’ Resolution may prescribe, special meetings of stockholders of the Corporation may be called only by (i) the Chairman of the Board of Directors or (ii) the Board of Directors pursuant to a resolution at least a majority of the entire Board of Directors approves by an affirmative vote, and no such special meeting may be called by any other person or persons.

SEVENTH: No director of the Corporation shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director; provided, however, that the foregoing provisions will not eliminate or limit the liability of a director (a) for any breach of that director’s duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the DGCL, as the same exists or as that provision hereafter may be amended, supplemented or replaced, or (d) for any transactions from which that director derived an improper personal benefit. If the DGCL is amended after the filing of this Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, will be limited to the fullest extent permitted by that law, as so amended. Any repeal or modification of this Article SEVENTH by the stockholders of the Corporation will be prospective only and will not have any effect on the liability or alleged liability of a director of the Corporation arising out of or related to any event, act or omission that occurred prior to such repeal or modification.

EIGHTH: Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for the Corporation under Section 291 of the DGCL, or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under Section 279 of the DGCL, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If the majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders, of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as a consequence of that compromise or arrangement, the said compromise or arrangement and the said reorganization will, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation.

NINTH: Unless the Corporation consents in writing (following authorization by the Board of Directors) to the selection of an alternative forum, the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action

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asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (c) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation arising pursuant to any provision of the DGCL or this Restated Certificate of Incorporation or Bylaws (as either may be amended from time to time), or (d) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation governed by the internal affairs doctrine shall be, in the case of each of (a) through (d), a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware). Any person or entity purchasing or otherwise acquiring any interests in shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article NINTH.

4. This Restated Certificate of Incorporation shall become effective upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be executed this [●] day of [●], 2015.

BABCOCK & WILCOX ENTERPRISES, INC.
By:
	Name:
	Title:

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EX-3.2

Exhibit 3.2

FORM OF

AMENDED AND RESTATED BYLAWS

OF

BABCOCK & WILCOX ENTERPRISES, INC.

TABLE OF CONTENTS

		Page
Article I        STOCKHOLDERS			1
Section 1.1	Annual Meetings		1
Section 1.2	Special Meetings		1
Section 1.3	Notice of Meetings		1
Section 1.4	Fixing Date for Determination of Stockholders of Record		2
Section 1.5	List of Stockholders Entitled To Vote		3
Section 1.6	Adjournments		3
Section 1.7	Quorum		3
Section 1.8	Organization		3
Section 1.9	Voting by Stockholders		4
Section 1.10	Stockholder Proposals		4
Section 1.11	Proxies		7
Section 1.12	Conduct of Meetings		7
Article II      BOARD OF DIRECTORS			8
Section 2.1	Powers, Number, Classification and Vacancies		8
Section 2.2	Regular Meetings		9
Section 2.3	Special Meetings		9
Section 2.4	Telephonic Meetings		9
Section 2.5	Organization		9
Section 2.6	Order of Business		9
Section 2.7	Notice of Meetings		9
Section 2.8	Quorum; Vote Required for Action		10
Section 2.9	Board Action by Unanimous Written Consent in Lieu of Meeting		10
Section 2.10	Nomination of Directors; Qualifications		10
Section 2.11	Compensation		13
Article III     BOARD COMMITTEES			14
Section 3.1	Board Committees		14
Section 3.2	Board Committee Rules		14
Article IV     OFFICERS			14
Section 4.1	Designation		14
Section 4.2	CEO		15
Section 4.3	Powers and Duties of Other Officers		15
Section 4.4	Vacancies		15
Section 4.5	Removal		15
Section 4.6	Action with Respect to Securities of Other Corporations		15
Article V      CAPITAL STOCK			15
Section 5.1	Uncertificated Shares		15
Section 5.2	Transfer of Shares		15
Section 5.3	Ownership of Shares		16
Section 5.4	Regulations Regarding Shares		16

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TABLE OF CONTENTS

(continued)

		Page
Article VI     INDEMNIFICATION			16
Section 6.1	General		16
Section 6.2	Expenses		16
Section 6.3	Advances		16
Section 6.4	Request for Indemnification		16
Section 6.5	Determination of Entitlement; No Change of Control		17
Section 6.6	Determination of Entitlement; Change of Control		17
Section 6.7	Procedures of Independent Counsel		17
Section 6.8	Independent Counsel Expenses		18
Section 6.9	Adjudication		19
Section 6.10	Participation by the Corporation		19
Section 6.11	Nonexclusivity of Rights		20
Section 6.12	Insurance and Subrogation		20
Section 6.13	Severability		20
Section 6.14	Certain Actions Where Indemnification Is Not Provided		21
Section 6.15	Definitions		21
Section 6.16	Notices		22
Section 6.17	Contractual Rights		22
Section 6.18	Indemnification of Employees, Agents and Fiduciaries		22
Article VII    MISCELLANEOUS			23
Section 7.1	Fiscal Year		23
Section 7.2	Seal		23
Section 7.3	Interested Directors; Quorum		23
Section 7.4	Form of Records		23
Section 7.5	Bylaw Amendments		23
Section 7.6	Notices; Waiver of Notice		24
Section 7.7	Resignations		24
Section 7.8	Books, Reports and Records		24
Section 7.9	Facsimile Signatures		24
Section 7.10	Certain Definitional Provisions		25
Section 7.11	Captions		25

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AMENDED AND RESTATED

BYLAWS

OF

BABCOCK & WILCOX ENTERPRISES, INC.

EFFECTIVE AS OF [●], 2015

The Board of Directors of Babcock & Wilcox Enterprises, Inc. (the “Corporation”) by resolution has duly adopted these Amended and Restated Bylaws (these “Bylaws”) to govern the Corporation’s internal affairs.

ARTICLE I

STOCKHOLDERS

Section 1.1 Annual Meetings. If required by applicable law, the Corporation will hold an annual meeting of the holders of its capital stock (each, a “Stockholder”) for the election of directors of the Corporation (each, a “Director”) at such date, time and place as the Board of Directors of the Corporation (the “Board”) by resolution may designate from time to time. The Corporation may transact any other business, or act on any proposal, at an annual meeting which has properly come before that meeting in accordance with Sections 1.10 or 2.10.

Section 1.2 Special Meetings. Any of the following may call special meetings of Stockholders for any purpose or purposes at any time and designate the date, time and place of any such meeting: (i) the Chairman of the Board (the “Chairman”); and (ii) the Board pursuant to a resolution that at least a majority of the total number of Directors approves by an affirmative vote. Except as the restated certificate of incorporation of the Corporation (as amended from time to time and including each certificate of designation, if any, respecting any class or series of preferred stock of the Corporation which has been executed, acknowledged and filed in accordance with applicable law, the “Certificate of Incorporation”) or applicable law otherwise provides, no other Person or Persons may call a special meeting of Stockholders. Business transacted at any special meeting of Stockholders shall be limited to the purposes stated in the notice.

Section 1.3 Notice of Meetings. By or at the direction of the Chairman, the chief executive officer of the Corporation (the “CEO”) or the secretary of the Corporation (the “Secretary”) whenever Stockholders are to take any action at a meeting, the Corporation will give a notice of that meeting to the Stockholders entitled to vote at that meeting which states the place, date, the means of remote communications, if any, by which Stockholders and proxy holders may be deemed to be present in person and vote at the meeting, and hour of that meeting and, in the case of a special meeting, the purpose or purposes for which that meeting is called. Unless the Certificate of Incorporation, these Bylaws or applicable law otherwise provides, the Corporation will give the notice of any meeting of Stockholders not less than ten nor more than 60 days before the date of that meeting. Written notice may be given personally, by mail or by a form of electronic transmission consented to by the Stockholder to whom the notice is given, to the fullest extent allowed under the General Corporation Law of the State of Delaware or any successor statute (the “DGCL”). Notice of any meeting of Stockholders need not be given to any Stockholder (a) if waived by such Stockholder in writing in accordance with Section 7.6 or (b) to

whom (i) notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting to such person during the period between such two consecutive annual meetings, or (ii) all, and at least two, payments (if sent by first-class mail) of dividends or interest on securities during a 12-month period, in either case (i) or (ii) above, have been mailed addressed to such person at such person’s address as shown on the records of the Corporation and have been returned undeliverable; provided, however, that the exception in (b)(i) shall not be applicable to any notice returned as undeliverable if the notice was given by electronic transmission. If any person to whom notice need not be given in accordance with clause (b) of the immediately preceding sentence shall deliver to the Corporation a written notice setting forth such person’s then current address, the requirement that notice be given to such person shall be reinstated. Attendance at a meeting of the Stockholders shall constitute a waiver of notice of such meeting, except when a Stockholder attends a meeting for the express purpose of objecting (and so expresses such objection at the beginning of the meeting) to the transaction of any business on the ground that the meeting has not been called or convened in accordance with applicable law, the Certificate of Incorporation or these Bylaws.

Section 1.4 Fixing Date for Determination of Stockholders of Record.

(a) Registered Holders as Owners. Unless otherwise provided under Delaware law, the Corporation may regard the person in whose name any shares issued by the Corporation are registered in the stock transfer records of the Corporation at any particular time (including, without limitation, as of a record date fixed pursuant to paragraph (b) of this Section 1.4) as the owner of those shares at that time for purposes of voting those shares, receiving distributions thereon or notices in respect thereof, transferring those shares, exercising rights of dissent with respect to those shares, entering into agreements with respect to those shares, or giving proxies with respect to those shares; and neither the Corporation nor any of its officers, Directors, employees or agents shall be liable for regarding that person as the owner of those shares at that time for any of those purposes.

(b) Record Date. In order that the Corporation may determine the Stockholders entitled to notice of or to vote at any meeting of Stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board by resolution may fix a record date, which record date: (i) must not precede the date on which the Board adopts that resolution; (ii) in the case of a determination of Stockholders entitled to vote at any meeting of Stockholders or adjournment thereof, will, unless applicable law otherwise requires, not be more than 60 nor less than ten days before the date of that meeting; and (iii) in the case of any other action, will not be more than 60 days prior to that other action. If the Board does not fix a record date: (i) the record date for determining Stockholders entitled to notice of or to vote at a meeting of Stockholders will be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived in accordance with Section 7.6 of these Bylaws, at the close of business on the day next preceding the day on which the meeting is held; and (ii) the record date for determining Stockholders for any other purpose will be at the close of business on the day on which the Board adopts the resolution relating thereto. A determination of Stockholders of record entitled to notice of or to vote at a meeting of Stockholders will apply to any adjournment of that meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

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Section 1.5 List of Stockholders Entitled To Vote. The Secretary will prepare and make, at least ten days before each meeting of Stockholders, a list of the Stockholders entitled to vote at that meeting which complies with the requirements of Section 219 of the DGCL as in effect at that time.

Section 1.6 Adjournments. Any meeting of Stockholders, annual or special, may be adjourned from time to time by the Chairman or presiding officer of the meeting or by the Stockholders or their proxies in attendance to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business it might have transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment the Board fixes a new record date for the adjourned meeting, the Corporation will give, in accordance with Section 1.3, notice of the adjourned meeting to each Stockholder of record and entitled to vote at the adjourned meeting.

Section 1.7 Quorum. Except as the Certificate of Incorporation, these Bylaws or applicable law otherwise provides: (i) at each meeting of Stockholders the presence in person or by proxy of the holders of shares of stock having a majority of the votes the holders of all outstanding shares of capital stock of the Corporation entitled to vote at the meeting could cast will be necessary and sufficient to constitute a quorum; and (ii) the holders of capital stock of the Corporation so present and entitled to vote at any duly convened meeting at which the necessary quorum has been ascertained may continue to transact business until that meeting adjourns notwithstanding any withdrawal from that meeting of shares of capital stock counted in determining the existence of that quorum. Any shares subject to “broker non-votes” shall be considered present at the meeting with respect to the determination of a quorum but shall not be considered as votes cast with respect to matters as to which no authority is granted. In the absence of a quorum, the Chairman or presiding officer of the meeting or the Stockholders so present may, by majority vote, adjourn the meeting from time to time in the manner Section 1.6 provides until a quorum attends. Shares of its own capital stock belonging to the Corporation or to another corporation, limited liability company, partnership or other entity (each, an “Entity”), if the Corporation, directly or indirectly, holds a majority of the shares entitled to vote in the election of directors (or the equivalent) of that other Entity, will be neither entitled to vote nor counted for quorum purposes; provided, however, that the foregoing will not limit the right of the Corporation to vote shares of capital stock, including but not limited to its own capital stock, it holds in a fiduciary capacity.

Section 1.8 Organization. The Chairman will chair and preside over any meeting of Stockholders at which he or she is present. The Board will designate the chairman and presiding officer over any meeting of Stockholders from which the Chairman is absent. In the absence of such designation by the Board, the chairman of the meeting will be chosen at the meeting. The Secretary will act as secretary of meetings of Stockholders, but in his or her absence from any such meeting the chairman of that meeting may appoint any person to act as secretary of that meeting. The chairman of any meeting of Stockholders will announce at that meeting the date and time of the opening and the closing of the polls for each matter on which the Stockholders will vote at that meeting.

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Section 1.9 Voting by Stockholders.

(a) Voting on Matters Other than the Election of Directors. With respect to any matters as to which no other voting requirement is specified by the DGCL, the Certificate of Incorporation or these Bylaws, the affirmative vote required for Stockholder action shall be that of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the matter. Any shares subject to broker non-votes shall not be considered as shares entitled to vote as to matters with respect to which no authority has been granted. In the case of a matter submitted for a vote of the Stockholders as to which a Stockholder approval requirement is applicable under the Stockholder approval policy of any stock exchange or quotation system on which the capital stock of the Corporation is traded or quoted, the requirements (to the extent applicable to the Corporation) of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any provision of the Internal Revenue Code, in each case for which no higher voting requirement is specified by the DGCL, the Certificate of Incorporation or these Bylaws, the vote required for approval shall be the requisite vote specified in such Stockholder approval policy, Rule 16b-3 or Internal Revenue Code provision, as the case may be (or the highest such requirement if more than one is applicable). For the approval or ratification of the appointment of independent public accountants (if submitted for a vote of the Stockholders), the vote required for approval shall be a majority of the votes cast on the matter. For this purpose, abstentions shall not be considered as votes cast.

(b) Voting in the Election of Directors. Unless otherwise provided in the Certificate of Incorporation, Directors shall be elected by a plurality of the votes cast by the holders of outstanding shares of capital stock of the Corporation entitled to vote in the election of Directors at a meeting of Stockholders at which a quorum is present.

Section 1.10 Stockholder Proposals. (a) At an annual meeting of Stockholders, only such business shall be conducted, and only such proposals shall be acted upon, as shall have been properly brought before such annual meeting. To be properly brought before an annual meeting, business or proposals (other than any nomination of Directors, which is governed by Section 2.10 hereof) must (i) be specified in the notice relating to the meeting (or any supplement thereto) given by or at the direction of the Board in accordance with Section 1.3 hereof or (ii) be properly brought before the meeting by a Stockholder who (A) is a Stockholder of record at the time of the giving of such Stockholder’s notice provided for in this Section 1.10 and on the record date for the determination of Stockholders entitled to vote at such annual meeting, (B) is entitled to vote at the annual meeting and (C) complies with the requirements of this Section 1.10, and must otherwise be proper subjects for Stockholder action and be properly introduced at the annual meeting. Clause (ii) of the immediately preceding sentence shall be the exclusive means for a Stockholder to submit business or proposals (other than matters properly brought under Rule 14a-8 under the Exchange Act, to the extent such rule is applicable to the Corporation, and included in the notice relating to the meeting (or any supplement thereto) given by or at the direction of the Board in accordance with Section 1.3 hereof) before an annual meeting of Stockholders. For a proposal to be properly brought before an annual meeting by a Stockholder pursuant to these provisions, in addition to any other applicable requirements, such

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Stockholder must have given timely advance notice thereof in writing to the Secretary. To be timely, such Stockholder’s notice must be delivered to, or mailed and received at, the principal executive offices of the Corporation not later than the close of business on the 90th day and not earlier than the close of business on the 120^th day prior to the first anniversary of the annual meeting date of the next preceding annual meeting; provided, however, that if the scheduled annual meeting date differs from such anniversary date by more than 30 days, notice by such Stockholder, to be timely, must be so delivered or received not earlier than the close of business on the 75th day and not later than the close of business on the later of the 45th day prior to the date of such annual meeting or, if less than 100 days’ prior notice or public disclosure of the scheduled meeting date is given or made, the tenth day following the earlier of the day on which the notice of such meeting was mailed to Stockholders or the day on which such public disclosure was made. In no event shall any adjournment, postponement or deferral of an annual meeting or the announcement thereof commence a new time period for the giving of a Stockholder’s notice as described above.

(a) Any such Stockholder’s notice to the Secretary shall set forth as to each matter such Stockholder proposes to bring before the annual meeting: (i) a description of the proposal desired to be brought before the meeting and the reasons for conducting such business at the meeting, together with the text of the proposal or business (including the text of any resolutions proposed for consideration); (ii) as to such Stockholder proposing such business and the beneficial owner, if any, on whose behalf the proposal is made, (A) the name and address of such Stockholder, as they appear on the Corporation’s books, and of such beneficial owner, if any, and the name and address of any other Stockholders known by such Stockholder to be supporting such business or proposal, (B) (1) the class or series and number of shares of capital stock of the Corporation which are, directly or indirectly, owned beneficially and of record by such Stockholder and such beneficial owner, (2) any option, warrant, convertible security, stock appreciation right or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of capital stock of the Corporation or with a value derived in whole or in part from the price, value or volatility of any class or series of shares of capital stock of the Corporation or any derivative or synthetic arrangement having characteristics of a long position in any class or series of shares of capital stock of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise (a “Derivative Instrument”) directly or indirectly owned beneficially by such Stockholder and by such beneficial owner and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of capital stock of the Corporation, (3) any proxy, contract, arrangement, understanding or relationship the effect or intent of which is to increase or decrease the voting power of such Stockholder or beneficial owner with respect to any shares of any security of the Corporation, (4) any pledge by such Stockholder or beneficial owner of any security of the Corporation or any short interest of such Stockholder or beneficial owner in any security of the Corporation (for purposes of this Section 1.10 and Section 2.10, a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (5) any rights to dividends on the shares of capital stock of the Corporation owned beneficially by such Stockholder and by such beneficial owner that are separated or separable from the underlying shares of capital stock of the Corporation, (6) any

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proportionate interest in shares of capital stock of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such Stockholder or beneficial owner is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and (7) any performance-related fees (other than an asset-based fee) that such Stockholder or beneficial owner is entitled to based on any increase or decrease in the value of shares of capital stock of the Corporation or Derivative Instruments, if any, as of the date of such notice, including, without limitation, for purposes of clauses (B)(1) through (B)(7) above, any of the foregoing held by members of such Stockholder’s or beneficial owner’s immediate family sharing the same household (which information shall be supplemented by such Stockholder and beneficial owner, if any, not later than ten days after the record date for the meeting to disclose such ownership as of the record date), and (C) any other information relating to such Stockholder and beneficial owner, if any, that would be required to be disclosed in solicitations of proxies for the proposal, or would otherwise be required, in each case pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; (iii) any material interest of such Stockholder and beneficial owner, if any, in such business or proposal; and (iv) a description of all agreements, arrangements and understandings between such Stockholder and beneficial owner, if any, and any other person or persons (including their names) in connection with such business or proposal by such Stockholder.

(b) A Stockholder providing notice of business proposed to be brought before an annual meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 1.10 shall be true and correct as of the record date for the meeting and as of the date that is ten business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received at, the principal executive offices of the Corporation not later than five business days after the record date for the meeting (in the case of the update and supplement required to be made as of the record date), and not later than eight business days prior to the date for the meeting and, if practicable (or, if not practicable, on the first practicable date prior to), any adjournment or postponement thereof (in the case of the update and supplement required to be made as of ten business days prior to the meeting or any adjournment or postponement thereof). In addition, a Stockholder providing notice of business proposed to be brought before an annual meeting shall update and supplement such notice, and deliver such update and supplement to the principal executive offices of the Corporation, promptly following the occurrence of any event that materially changes the information provided or required to be provided in such notice pursuant to this Section 1.10.

(c) The Chairman or, if the Chairman is not presiding, the presiding officer of the meeting of Stockholders shall determine whether the requirements of this Section 1.10 have been met with respect to any Stockholder proposal. If the Chairman or the presiding officer determines that any Stockholder proposal was not made in accordance with the terms of this Section 1.10, he or she shall so declare at the meeting and any such proposal shall not be acted upon at the meeting.

(d) At a special meeting of Stockholders, only such business shall be conducted, and only such proposals shall be acted upon, as shall have been properly brought before such special meeting. To be properly brought before such a special meeting, business or proposals (other than any nomination of Directors, which is governed by Section 2.10 hereof)

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must (i) be specified in the notice relating to the meeting (or any supplement thereto) given by or at the direction of the Board of Directors in accordance with Section 1.3 hereof or (ii) constitute matters incident to the conduct of the meeting as the Chairman or the presiding officer of the meeting shall determine to be appropriate.

(e) In addition to the foregoing provisions of this Section 1.10, a Stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder, to the extent such requirements apply to the Corporation, with respect to the matters set forth in this Section 1.10. Nothing in this Section 1.10 shall be deemed to affect any rights of Stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act, to the extent such rule applies to the Corporation.

Section 1.11 Proxies. Each Stockholder entitled to vote at a meeting of Stockholders may authorize another person or persons to act for such Stockholder by proxy. Proxies for use at any meeting of Stockholders shall be filed with the Secretary, or such other officer as the Board may from time to time determine by resolution to act as secretary of the meeting, before or at the time of the meeting. All proxies shall be received and taken charge of and all ballots shall be received and canvassed by the secretary of the meeting, who shall decide all questions relating to the qualification of voters, the validity of the proxies and the acceptance or rejection of votes, unless an inspector or inspectors shall have been appointed by the Chairman or presiding officer of the meeting, in which event such inspector or inspectors shall decide all such questions.

Section 1.12 Conduct of Meetings. The Board may adopt by resolution such rules and regulations for the conduct of meetings of Stockholders as it deems appropriate. Except to the extent inconsistent with those rules and regulations, if any, the Chairman or presiding officer of any meeting of Stockholders will have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of the Chairman or presiding officer, are appropriate for the proper conduct of that meeting. Such rules, regulations or procedures whether adopted by the Board or prescribed by the Chairman or presiding officer of the meeting may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (iii) rules and procedures for maintaining order at the meeting and the safety of those present; (iv) limitations on attendance at or participation in the meeting to Stockholders of record, their duly authorized and constituted proxies or such other persons as the Chairman or presiding officer of the meeting may determine; (v) restrictions on entry to the meeting after the time fixed for the commencement thereof; (vi) limitations on the time allotted to questions or comments by participants; and (vii) policies and procedures with respect to the adjournment of such meetings. Except to the extent the Board or the Chairman or presiding officer of any meeting otherwise prescribes, no rules or parliamentary procedure will govern any meeting of Stockholders.

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ARTICLE II

BOARD OF DIRECTORS

Section 2.1 Powers, Number, Classification and Vacancies.

(a) Powers of the Board of Directors. The powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed by or under the direction of, the Board. In addition to the authority and powers conferred upon the Board by the DGCL, the Certificate of Incorporation or these Bylaws, the Board is hereby authorized and empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject to the provisions of the DGCL, the Certificate of Incorporation and these Bylaws; provided, however, that no Bylaw of the Corporation hereafter adopted, nor any amendment thereto, shall invalidate any prior act of the Board that would have been valid if such Bylaw or amendment thereto had not been adopted.

(b) Management. Except as otherwise provided by the Certificate of Incorporation or these Bylaws or to the extent prohibited by Delaware law, the Board shall have the right (which, to the extent exercised, shall be exclusive) to establish the rights, powers, duties, rules and procedures that (i) from time to time shall govern the Board, including, without limiting the generality of the foregoing, the vote required for any action by the Board and (ii) from time to time shall affect the directors’ power to manage the business and affairs of the Corporation. No Bylaw of the Corporation shall be adopted by the Stockholders that shall impair or impede the implementation of this Section 2.1(b).

(c) Number of Directors. Within the limits specified in the Certificate of Incorporation, and subject to such rights of holders of shares of one or more outstanding series of preferred stock of the Corporation to elect one or more Directors under circumstances as shall be provided by or pursuant to the Certificate of Incorporation, the number of Directors that shall constitute the whole Board shall be fixed from time to time exclusively by, and may be increased or decreased from time to time exclusively by, the affirmative vote of at least a majority of the Directors then in office.

(d) Classification. As provided in the Certificate of Incorporation, the directors, other than those who may be elected by the holders of any outstanding series of preferred stock of the Corporation, shall be divided into three classes as nearly equal in size as is practicable: Class I, Class II and Class III. At each annual election, the directors chosen to succeed those whose terms then expire shall be of the same class as the directors they succeed, unless, by reason of any intervening changes in the authorized number of directors, the Board shall have designated one or more directorships whose term then expires as directorships of another class in order more nearly to achieve equality of number of directors among the classes. In the event of any change in the authorized number of directors, each director then continuing to serve as such shall nevertheless continue as a director of the class of which he or she is a member until the expiration of his or her current term, or his or her prior death, resignation or removal in accordance with the Certificate of Incorporation and these Bylaws.

(e) Vacancies. Unless otherwise provided by or pursuant to the Certificate of Incorporation, newly created directorships resulting from any increase in the number of Directors

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and any vacancies on the Board resulting from death, resignation, removal or other cause in accordance with the Certificate of Incorporation and these Bylaws may be filled only by the affirmative vote of at least a majority of the remaining Directors then in office, even if such remaining Directors constitute less than a quorum of the Board, or by a sole remaining Director. Any person who becomes a Director in accordance with the preceding sentence shall hold office for the remainder of the full term of the class of directors in which the new directorship was created or the vacancy occurred and until such Director’s successor shall have been duly elected and qualified or until his or her earlier death, resignation or removal. Unless otherwise provided by or pursuant to the Certificate of Incorporation, no decrease in the number of Directors constituting the Board shall shorten the term of any incumbent Director.

Section 2.2 Regular Meetings. The Board will hold its regular meetings at such places within or without the State of Delaware, on such dates and at such times as the Board by resolution may determine from time to time, and any such resolution will constitute due notice to all Directors of the regular meeting or meetings to which it relates. By notice pursuant to Section 2.7, the Chairman or a majority of the Board may change the place, date or time of any regular meeting of the Board.

Section 2.3 Special Meetings. The Board will hold a special meeting at any place within or without the State of Delaware or time whenever the Chairman or a majority of the Board by resolution calls that meeting by notice pursuant to Section 2.7.

Section 2.4 Telephonic Meetings. Members of the Board may hold and participate in any Board meeting by means of conference telephone or other communications equipment that permits all persons participating in the meeting to hear each other, and participation of any Director in a meeting pursuant to this Section 2.4 will constitute the presence in person of that Director at that meeting for purposes of these Bylaws, except in the case of a Director who so participates only for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting has not been called or convened in accordance with applicable law or these Bylaws.

Section 2.5 Organization. The Chairman will chair and preside over meetings of the Board at which he or she is present. A majority of the Directors present at any meeting of the Board from which the Chairman is absent will designate one of their number as chairman over that meeting. The Secretary will act as secretary of meetings of the Board, but in his or her absence from any such meeting the chairman of that meeting may appoint any person to act as secretary of that meeting.

Section 2.6 Order of Business. The Board will transact business at its meetings in such order as the Chairman or the Board by resolution will determine.

Section 2.7 Notice of Meetings. To call a special meeting of the Board, the Chairman or a majority of the Board must give a timely notice to each Director of the time and place of, and the general nature of the business the Board will transact at, all special meetings of the Board. To change the time or place of any regular meeting of the Board, the Chairman or a majority of the Board must give a timely notice to each Director of that change. To be timely, any notice this Section 2.7 requires must be delivered to each Director personally or by mail,

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facsimile, e-mail or other communication at least one day before the meeting to which it relates; provided, however, that notice of any meeting of the Board need not be given to any Director who waives the requirement of that notice (whether after that meeting or otherwise) or is present at that meeting.

Section 2.8 Quorum; Vote Required for Action. At all meetings of the Board, the presence in person of a majority of the total number of Directors then in office will constitute a quorum for the transaction of business, and the participation by a Director in any meeting of the Board will constitute that Director’s presence in person at that meeting unless that Director expressly limits that participation to objecting, at the beginning of the meeting, to the transaction of any business at that meeting on the ground that the meeting has not been called or convened in accordance with applicable law or these Bylaws. Except in cases in which the Certificate of Incorporation or these Bylaws otherwise provide, the vote of a majority of the Directors present at a meeting at which a quorum is present will be the act of the Board.

Section 2.9 Board Action by Unanimous Written Consent in Lieu of Meeting. Unless the Certificate of Incorporation or these Bylaws otherwise provides, the Board may, without a meeting, prior notice or a vote, take any action it must or may take at any meeting, if all members of the Board consent thereto in writing or electronic transmission, and the written consents or electronic transmissions are filed with the minutes of proceedings of the Board that the Secretary is to keep.

Section 2.10 Nomination of Directors; Qualifications.

(a) Subject to such rights of holders of shares of one or more outstanding series of preferred stock of the Corporation to elect one or more Directors under circumstances as shall be provided by or pursuant to the Certificate of Incorporation, only persons who are nominated in accordance with the procedures set forth in this Section 2.10 shall be eligible for election as, and to serve as, Directors. Nominations of persons for election to the Board may be made only at a meeting of the Stockholders at which Directors are to be elected, and only (i) by or at the direction of the Board or (ii) (if but only if the Board has determined that directors shall be elected at such meeting) by any Stockholder who is a Stockholder of record at the time of the giving of such Stockholder’s notice provided for in this Section 2.10 and on the record date for the determination of Stockholders entitled to vote at such meeting, who is entitled to vote at such meeting in the election of Directors and who complies with the requirements of this Section 2.10. Clause (ii) of the immediately preceding sentence shall be the exclusive means for a Stockholder to make any nomination of a person or persons for election as a Director at an annual meeting or special meeting. Any such nomination by a Stockholder shall be preceded by timely advance notice in writing to the Secretary pursuant to this Section 2.10.

To be timely with respect to an annual meeting, such Stockholder’s notice must be delivered to, or mailed and received at, the principal executive offices of the Corporation not earlier than the close of business on the 120^th day and not later than the close of business on the 90^th day prior to the first anniversary of the annual meeting date of the next preceding annual meeting; provided, however, that (1) if the scheduled annual meeting date differs from such anniversary date by more than 30 days, notice by such Stockholder, to be timely, must be so delivered or received not earlier than the close of business on the 75th day and not later than the

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close of business on the later of the 45th day prior to the date of such annual meeting or, if less than 100 days’ prior notice or public disclosure of the scheduled meeting date is given or made, the tenth day following the earlier of the day on which the notice of such meeting was mailed to Stockholders or the day on which such public disclosure was made; and (2) if the number of directors to be elected to the Board at such annual meeting is increased and there is no prior notice or public disclosure by the Corporation naming all of the nominees for director or specifying the size of the increased Board at least 100 days prior to such anniversary date, a Stockholder’s notice required by this Section 2.10 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the principal executive offices of the Corporation not later than the close of business on the tenth day following the earlier of the day on which the notice of such meeting was mailed to Stockholders or the day on which such public disclosure was made. To be timely with respect to a special meeting, such Stockholder’s notice must be delivered to, or mailed and received at, the principal executive offices of the Corporation not earlier than the close of business on the 75th day and not later than the close of business on the 45th day prior to the scheduled special meeting date; provided, however, that if less than 100 days’ prior notice or public disclosure of the scheduled meeting date is given or made, notice by such Stockholder, to be timely, must be so delivered or received not later than the close of business on the tenth day following the earlier of the day on which the notice of such meeting was mailed to Stockholders or the day on which such public disclosure was made. In no event shall any adjournment, postponement or deferral of an annual meeting or special meeting or the announcement thereof commence a new time period for the giving of a Stockholder’s notice as described above.

Any such Stockholder’s notice to the Secretary shall set forth (i) as to each person whom such Stockholder proposes to nominate for election or re-election as a Director, (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of such person, (C) any other information relating to such person that would be required to be disclosed in solicitations of proxies for election of Directors in a contested election, or would otherwise be required, in each case pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including, without limitation, the written consent of such person to having such person’s name placed in nomination at the meeting and to serve as a Director if elected), and (D) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such Stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if such Stockholder and such beneficial owner, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant; and (ii) as to such Stockholder giving the notice, the beneficial owner, if any, on whose behalf the nomination is made and the proposed nominee, (A) the name and address of such Stockholder, as they appear on the Corporation’s books, and of such beneficial owner, if any, and the name and address of any other Stockholders known by such Stockholder to be supporting such nomination, (B) (1) the class or series and number of shares of capital stock of the Corporation which are, directly or indirectly, owned beneficially

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and of record by such Stockholder, such beneficial owner and such nominee, (2) any Derivative Instrument directly or indirectly owned beneficially by such Stockholder, such beneficial owner and such nominee and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of capital stock of the Corporation, (3) any proxy, contract, arrangement, understanding or relationship the effect or intent of which is to increase or decrease the voting power of such Stockholder, beneficial owner or nominee with respect to any shares of any security of the Corporation, (4) any pledge by such Stockholder, beneficial owner or nominee of any security of the Corporation or any short interest of such Stockholder, beneficial owner or nominee in any security of the Corporation, (5) any rights to dividends on the shares of capital stock of the Corporation owned beneficially by such Stockholder, beneficial owner and nominee that are separated or separable from the underlying shares of capital stock of the Corporation, (6) any proportionate interest in shares of capital stock of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such Stockholder, beneficial owner or nominee is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and (7) any performance-related fees (other than an asset-based fee) that such Stockholder, beneficial owner or nominee is entitled to based on any increase or decrease in the value of shares of capital stock of the Corporation or Derivative Instruments, if any, as of the date of such notice, including, without limitation, for purposes of clauses (B)(1) through (B)(7) above, any of the foregoing held by members of such Stockholder’s, beneficial owner’s or nominee’s immediate family sharing the same household (which information shall be supplemented by such Stockholder, beneficial owner, if any, and nominee not later than ten days after the record date for the meeting to disclose such ownership as of the record date), and (C) any other information relating to such Stockholder, beneficial owner, if any, and nominee that would be required to be disclosed in solicitations of proxies for election of Directors in a contested election, or would otherwise be required, in each case pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Any such Stockholder’s notice to the Secretary shall also include or be accompanied by, with respect to each nominee for election or reelection to the Board, a completed and signed questionnaire, representation and agreement required by Section 2.10(c). The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent Director or that could be material to a reasonable Stockholder’s understanding of the independence, or lack thereof, of such nominee.

(b) A Stockholder providing notice of any nomination proposed to be made at a meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to Section 2.10(a) shall be true and correct as of the record date for the meeting and as of the date that is ten business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received at, the principal executive offices of the Corporation not later than five business days after the record date for the meeting (in the case of the update and supplement required to be made as of the record date), and not later than eight business days prior to the date for the meeting and, if practicable (or, if not practicable, on the first practicable date prior to), any adjournment or postponement thereof (in the case of the update and supplement required to be made as of ten business days prior to the meeting or any adjournment or postponement thereof). In addition, a Stockholder providing notice of any nomination proposed to be made at a meeting shall update and supplement such notice, and deliver such

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update and supplement to the principal executive offices of the Corporation promptly following the occurrence of any event that materially changes the information provided or required to be provided in such notice pursuant to this Section 2.10.

(c) To be eligible to be a nominee for election or reelection as a Director, a person must deliver (in accordance with the time periods prescribed for delivery of notice under Section 2.10(a)) to the Secretary at the principal executive offices of the Corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be in the form provided by the Secretary upon written request) and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (A) is not and will not become a party to (1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a Director, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (2) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a Director, with such person’s fiduciary duties under applicable law, (B) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a Director that has not been disclosed therein, and (C) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a Director, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation.

(d) The Chairman or, if he or she is not presiding, the presiding officer of the meeting of Stockholders shall determine whether the requirements of this Section 2.10 have been met with respect to any nomination or purported nomination. If the Chairman or the presiding officer determines that any purported nomination was not made in accordance with the requirements of this Section 2.10, he or she shall so declare at the meeting and the defective nomination shall be disregarded. In addition to the foregoing provisions of this Section 2.10, a Stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder, to the extent such requirements apply to the Corporation, with respect to the matters set forth in this Section 2.10.

(e) No person shall be nominated to stand for election or re-election to the Company’s Board of Directors if such person will have attained the age of 75 prior to the date of election or re-election. Any Director elected or re-elected who attains the age of 75 during a term to which he or she was elected or re-elected shall continue to serve as a Director until the first annual meeting of stockholders immediately following his or her attainment of the age of 75, at which time said Director shall be deemed to have resigned and retired from the Board of Directors.

(f) Directors need not be residents of the State of Delaware or Stockholders.

Section 2.11 Compensation. Unless otherwise restricted by law, the Board shall have the authority to fix the compensation of the Directors. The Directors may be paid their

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expenses, if any, of attendance at each meeting of the Board and may be paid a fixed sum for attendance at each meeting of the Board or paid a stated salary or paid other compensation as Director. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may also be paid their expenses, if any, of and allowed compensation for attending committee meetings.

ARTICLE III

BOARD COMMITTEES

Section 3.1 Board Committees. (a) The Board may designate one or more Board committees consisting of one or more of the Directors. The Board may designate one or more Directors as alternate members of any Board committee, who may replace any absent or disqualified member at any meeting of that committee. The member or members present at any meeting of any Board committee and not disqualified from voting at that meeting may, whether or not constituting a quorum, unanimously appoint another Director to act at that meeting in the place of any member of that committee who is absent from or disqualified to vote at that meeting.

(b) The Board by resolution may change the membership of any Board committee at any time and fill vacancies on any of those committees. A majority of the members of any Board committee will constitute a quorum for the transaction of business by that committee unless the Board by resolution requires a greater number for that purpose. The Board by resolution may elect a chairman of any Board committee. The election or appointment of any Director to a Board committee will not create any contract rights of that Director, and the Board’s removal of any member of any Board committee will not prejudice any contract rights that member otherwise may have.

(c) Each other Board committee the Board may designate pursuant to Section 3.1(a) will, subject to applicable provisions of law, have and may exercise all the powers and authorities of the Board to the extent the Board resolution designating that committee so provides.

Section 3.2 Board Committee Rules. Unless the Board otherwise provides, each Board committee may make, alter and repeal rules for the conduct of its business. In the absence of those rules, each Board committee will conduct its business in the same manner as the Board conducts its business pursuant to Article II.

ARTICLE IV

OFFICERS

Section 4.1 Designation. The officers of the Corporation will consist of a CEO, president, Secretary, treasurer and such senior or other vice presidents, assistant secretaries, assistant treasurers and other officers as the Board may elect or appoint from time to time. Any number of offices of the Corporation may be held by the same person. The Board shall also elect or appoint from among the directors a person to act as Chairman who shall not be deemed to be an officer of the Corporation unless he or she has otherwise been elected or appointed as such.

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Section 4.2 CEO. The CEO will, subject to the control of the Board: (i) have general supervision and control of the affairs, business, operations and properties of the Corporation; (ii) see that all orders and resolutions of the Board are carried into effect; and (iii) have the power to appoint and remove all subordinate officers, employees and agents of the Corporation, except for those the Board elects or appoints. The CEO also will perform such other duties and may exercise such other powers as generally pertain to his or her office or these Bylaws or the Board by resolution assigns to him or her from time to time.

Section 4.3 Powers and Duties of Other Officers. The other officers of the Corporation will have such powers and duties in the management of the Corporation as the Board by resolution may prescribe and, except to the extent so prescribed, as generally pertain to their respective offices, subject to the control of the Board. The Board may require any officer, agent or employee to give security for the faithful performance of his or her duties.

Section 4.4 Vacancies. Whenever any vacancies shall occur in any office by death, resignation, increase in the number of offices of the Corporation, or otherwise, the same shall be filled by the Board, and the officer so elected shall hold office until such officer’s successor is elected or appointed or until his or her earlier death, resignation or removal.

Section 4.5 Removal. Any officer or agent elected or appointed by the Board may be removed by the Board whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract, common law and statutory rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4.6 Action with Respect to Securities of Other Corporations. Unless otherwise directed by the Board, the Chairman, the CEO, the president, any vice president and the treasurer of the Corporation shall each have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of security holders of or with respect to any action of security holders of any other corporation in which the Corporation may hold securities and otherwise to exercise any and all rights and powers which the Corporation may possess by reason of its ownership of securities in such other corporation.

ARTICLE V

CAPITAL STOCK

Section 5.1 Uncertificated Shares. Shares of capital stock of the Corporation will be uncertificated. Ownership of such shares shall be evidenced by book entry notation on the stock transfer records of the Corporation.

Section 5.2 Transfer of Shares. The Corporation may act as its own transfer agent and registrar for shares of its capital stock or use the services of one or more transfer agents and registrars as the Board by resolution may appoint from time to time. Shares shall be transferred on the stock transfer records of the Corporation only upon the written instructions originated by the holders thereof or by their duly authorized attorneys or legal representatives.

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Section 5.3 Ownership of Shares. The Corporation will be entitled to treat the holder of record of any share or shares of its capital stock as the holder in fact thereof and, accordingly, will not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it has express or other notice thereof, except as the applicable laws of the State of Delaware otherwise provide.

Section 5.4 Regulations Regarding Shares. The Board will have the power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration or the replacement of shares of capital stock of the Corporation.

ARTICLE VI

INDEMNIFICATION

Section 6.1 General. The Corporation shall, to the fullest extent permitted by applicable law in effect on the date of effectiveness of these Bylaws, and to such greater extent as applicable law may thereafter permit, indemnify and hold each Indemnitee (as this and all other capitalized words used in this Article VI not previously defined in these Bylaws are defined in Section 6.15 hereof) harmless from and against any and all losses, liabilities, costs, claims, damages and, subject to Section 6.2, Expenses arising out of any event or occurrence related to the fact that Indemnitee is or was a Director or an officer of the Corporation or is or was serving in another Corporate Status.

Section 6.2 Expenses. If Indemnitee is, by reason of his or her Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to any Matter in such Proceeding, the Corporation shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or her or on his or her behalf relating to such Matter. The termination of any Matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such Matter. To the extent that the Indemnitee is, by reason of his or her Corporate Status, a witness in any Proceeding, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

Section 6.3 Advances. In the event of any threatened or pending Proceeding in which Indemnitee is a party or is involved and that may give rise to a right of indemnification under this Article VI, following written request to the Corporation by Indemnitee, the Corporation shall promptly pay to Indemnitee amounts to cover Expenses reasonably incurred by Indemnitee in such Proceeding in advance of its final disposition upon the receipt by the Corporation of (i) a written undertaking executed by or on behalf of Indemnitee providing that Indemnitee will repay the advance if it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation as provided in this Article VI and (ii) satisfactory evidence as to the amount of such Expenses.

Section 6.4 Request for Indemnification. To obtain indemnification, Indemnitee shall submit to the Secretary a written claim or request. Such written claim or request shall contain sufficient information to reasonably inform the Corporation about the nature and extent of the indemnification or advance sought by Indemnitee. The Secretary shall promptly advise the Board of such request.

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Section 6.5 Determination of Entitlement; No Change of Control. If there has been no Change of Control at or before the time the request for indemnification is submitted, Indemnitee’s entitlement to indemnification shall be determined in accordance with Section 145(d) of the DGCL. If entitlement to indemnification is to be determined by Independent Counsel, the Corporation shall furnish notice to Indemnitee, within ten days after receipt of the request for indemnification, specifying the identity and address of Independent Counsel. The Indemnitee may, within 14 days after receipt of such written notice, deliver to the Corporation a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of Independent Counsel and the objection shall set forth with particularity the factual basis for such assertion. If there is an objection to the selection of Independent Counsel, either the Corporation or Indemnitee may petition the Court for a determination that the objection is without a reasonable basis or for the appointment of Independent Counsel selected by the Court.

Section 6.6 Determination of Entitlement; Change of Control. If there has been a Change of Control at or before the time the request for indemnification is submitted, Indemnitee’s entitlement to indemnification shall be determined in a written opinion by Independent Counsel selected by Indemnitee. Indemnitee shall give the Corporation written notice advising of the identity and address of the Independent Counsel so selected. The Corporation may, within 14 days after receipt of such written notice of selection, deliver to the Indemnitee a written objection to such selection. Indemnitee may, within 14 days after the receipt of such objection from the Corporation, submit the name of another Independent Counsel and the Corporation may, within seven days after receipt of such written notice, deliver to the Indemnitee a written objection to such selection. Any objections referred to in this Section 6.6 may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of Independent Counsel and such objection shall set forth with particularity the factual basis for such assertion. Indemnitee may petition the Court for a determination that the Corporation’s objection to the first or second selection of Independent Counsel is without a reasonable basis or for the appointment of Independent Counsel of a person selected by the Court.

Section 6.7 Procedures of Independent Counsel. If a Change of Control shall have occurred before the request for indemnification is sent by Indemnitee, Indemnitee shall be presumed (except as otherwise expressly provided in this Article VI) to be entitled to indemnification upon submission of a request for indemnification in accordance with Section 6.4 hereof, and thereafter the Corporation shall have the burden of proof to overcome the presumption in reaching a determination contrary to the presumption. The presumption shall be used by Independent Counsel as a basis for a determination of entitlement to indemnification unless the Corporation provides information sufficient to overcome such presumption by clear and convincing evidence or the investigation, review and analysis of Independent Counsel convinces him or her by clear and convincing evidence that the presumption should not apply.

Except in the event that the determination of entitlement to indemnification is to be made by Independent Counsel, if the person or persons empowered under Section 6.5 or 6.6

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hereof to determine entitlement to indemnification shall not have made and furnished to Indemnitee in writing a determination within 60 days after receipt by the Corporation of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification unless Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification or such indemnification is prohibited by applicable law. The termination of any Proceeding or of any Matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Article VI) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the Corporation, or with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful. A person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan of the Corporation shall be deemed to have acted in a manner not opposed to the best interests of the Corporation.

For purposes of any determination hereunder, a person shall be deemed to have acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal Proceeding, to have had no reasonable cause to believe his or her conduct was unlawful, if his or her action is based on the records or books of account or other records of the Corporation or another enterprise or on information, opinions, reports or statements presented to him or her or to the Corporation by any of the Corporation’s officers, employees or Directors, or committees of the Board, or by any other person as to matters the person reasonably believes are in such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation or another enterprise in the course of their duties or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 6.7 shall mean any other corporation or any partnership, limited liability company, association, joint venture, trust, employee benefit plan or other enterprise for which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this paragraph shall not be deemed to be exclusive or to limit in any way the circumstances in which an Indemnitee may be deemed to have met the applicable standards of conduct for determining entitlement to rights under this Article.

Section 6.8 Independent Counsel Expenses. The Corporation shall pay any and all reasonable fees and expenses of Independent Counsel incurred acting pursuant to this Article VI and in any Proceeding to which it is a party or witness in respect of its investigation and written report and shall pay all reasonable fees and expenses incident to the procedures in which such Independent Counsel was selected or appointed. No Independent Counsel may serve if a timely objection has been made to his or her selection until a court has determined that such objection is without a reasonable basis.

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Section 6.9 Adjudication. In the event that (i) a determination is made pursuant to Section 6.5 or 6.6 hereof that Indemnitee is not entitled to indemnification under this Article VI; (ii) advancement of Expenses is not timely made pursuant to Section 6.3 hereof; (iii) Independent Counsel has not made and delivered a written opinion determining the request for indemnification (a) within 90 days after being appointed by the Court, (b) within 90 days after objections to his or her selection have been overruled by the Court or (c) within 90 days after the time for the Corporation or Indemnitee to object to his or her selection; or (iv) payment of indemnification is not made within five days after a determination of entitlement to indemnification has been made or is deemed to have been made pursuant to Section 6.5, 6.6 or 6.7 hereof, Indemnitee shall be entitled to an adjudication by the Court of his or her entitlement to such indemnification or advancement of Expenses. In the event that a determination shall have been made that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 6.9 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. If a Change of Control shall have occurred, in any judicial proceeding commenced pursuant to this Section 6.9, the Corporation shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If a determination shall have been made or is deemed to have been made that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6.9, or otherwise, unless Indemnitee knowingly misrepresented a material fact in connection with the request for indemnification, or such indemnification is prohibited by law.

The Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6.9 that the procedures and presumptions of this Article VI are not valid, binding and enforceable. If the Indemnitee, pursuant to this Section 6.9, seeks a judicial adjudication to enforce his or her rights under, or to recover damages for breach of, this Article VI, and if he or she prevails therein, then Indemnitee shall be entitled to recover from the Corporation, and shall be indemnified by the Corporation against, any and all Expenses actually and reasonably incurred by him or her in such judicial adjudication. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive part but not all of the indemnification or advancement of Expenses sought, then the Expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be prorated.

Section 6.10 Participation by the Corporation. With respect to any Proceeding: (a) the Corporation will be entitled to participate therein at its own expense; (b) except as otherwise provided below, to the extent that it may wish, the Corporation (jointly with any other indemnifying party similarly notified) will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee; and (c) the Corporation shall not be liable to indemnify Indemnitee under this Article VI for any amounts paid in settlement of any action or claim effected without its written consent, which consent shall not be unreasonably withheld. After receipt of notice from the Corporation to Indemnitee of the Corporation’s election to assume the defense thereof, the Corporation will not be liable to Indemnitee under this Article VI for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than as otherwise provided below. Indemnitee shall have the right to employ his or her own counsel in such action, suit, proceeding or investigation but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the

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defense thereof shall be at the expense of Indemnitee unless the employment of counsel by Indemnitee has been authorized by the Corporation, or Indemnitee shall have reasonably concluded that there is a conflict of interest between the Corporation and Indemnitee in the conduct of the defense of such action, or the Corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel employed by Indemnitee shall be subject to indemnification pursuant to the terms of this Article VI. The Corporation shall not be entitled to assume the defense of any Proceeding brought in the name of or on behalf of the Corporation or as to which Indemnitee shall have reasonably concluded that there is a conflict of interest between the Corporation and Indemnitee in the conduct of the defense of such action. The Corporation shall not settle any action or claim in any manner which would impose any limitation or unindemnified penalty on Indemnitee without Indemnitee’s written consent, which consent shall not be unreasonably withheld.

Section 6.11 Nonexclusivity of Rights. The rights of indemnification and advancement of Expenses as provided by this Article VI shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled to under applicable law, the Certificate of Incorporation, these Bylaws, any agreement, a vote of Stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Article VI or any provision hereof shall be effective as to any Indemnitee for acts, events and circumstances that occurred, in whole or in part, before such amendment, alteration or repeal. The provisions of this Article VI shall be binding upon the Corporation, its successors and assigns and shall continue as to an Indemnitee whose Corporate Status has ceased for any reason and shall inure to the benefit of his or her heirs, executors, administrators or personal representatives. Neither the provisions of this Article VI nor those of any agreement to which the Corporation is a party shall be deemed to preclude the indemnification of any person who is not specified in this Article VI as having the right to receive indemnification or is not a party to any such agreement, but whom the Corporation has the power or obligation to indemnify under the provisions of the DGCL.

Section 6.12 Insurance and Subrogation. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under applicable law.

The Corporation shall not be liable under this Article VI to make any payment of amounts otherwise indemnifiable hereunder if, but only to the extent that, Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

In the event of any payment hereunder, the Corporation shall be subrogated to the extent of such payment to all the rights of recovery of Indemnitee, who shall execute all papers required and take all action reasonably requested by the Corporation to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce such rights.

Section 6.13 Severability. If any provision or provisions of this Article VI shall be held to be invalid, illegal or unenforceable for any reason whatsoever, the validity, legality

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and enforceability of the remaining provisions shall not in any way be affected or impaired thereby; and, to the fullest extent possible, the provisions of this Article VI shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

Section 6.14 Certain Actions Where Indemnification Is Not Provided. Notwithstanding any other provision of this Article VI, no person shall be entitled to indemnification or advancement of Expenses under this Article VI with respect to any Proceeding, or any Matter therein, brought or made by such person against the Corporation.

Section 6.15 Definitions. For purposes of this Article VI:

“Change of Control” means a change in control of the Corporation after the date Indemnitee acquired his or her Corporate Status, which shall be deemed to have occurred in any one of the following circumstances occurring after such date: (i) there shall have occurred an event that is or would be required to be reported with respect to the Corporation in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Exchange Act, if the Corporation is or were subject to such reporting requirement; (ii) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) shall have become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 40% or more of the combined voting power of the Corporation’s then outstanding voting securities without prior approval of at least two-thirds of the members of the Board in office immediately prior to such person’s attaining such percentage interest; (iii) the Corporation is a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the Board in office immediately prior to such transaction or event constitute less than a majority of the Board thereafter; or (iv) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board (including, for this purpose, any new director whose election or nomination for election by the Stockholders was approved by a vote of at least two-thirds of the Directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board.

“Corporate Status” describes the status of an individual as a director, officer or other designated legal representative of the Corporation or of any predecessor of the Corporation, or as a director, officer or other designated legal representative of any other corporation, partnership, limited liability company, association, joint venture, trust, employee benefit plan or other enterprise for which an individual is or was serving as a director, officer or other designated legal representative at the request of the Corporation.

“Court” means the Court of Chancery of the State of Delaware or any other court of competent jurisdiction.

“Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness in a Proceeding.

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“Indemnitee” includes any person who is, or is threatened to be made, a witness in or a party to any Proceeding by reason of his or her Corporate Status.

“Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporate law and neither presently is, nor in the five years previous to his, her or its selection or appointment has been, retained to represent: (i) the Corporation or Indemnitee in any matter material to either such party or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.

“Matter” is a claim, a material issue or a substantial request for relief.

“Proceeding” includes any action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding, whether civil, criminal, administrative or investigative, except one initiated by an Indemnitee pursuant to Section 6.9 hereof to enforce his or her rights under this Article VI.

Section 6.16 Notices. Promptly after receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee shall, if he or she anticipates or contemplates making a claim for Expenses or an advance pursuant to the terms of this Article VI, notify the Corporation of the commencement of such Proceeding; provided, however, that any delay in so notifying the Corporation shall not constitute a waiver or release by Indemnitee of rights hereunder and that any omission by Indemnitee to so notify the Corporation shall not relieve the Corporation from any liability that it may have to Indemnitee otherwise than under this Article VI. Any communication required or permitted to the Corporation shall be addressed to the Secretary and any such communication to Indemnitee shall be addressed to Indemnitee’s address as shown on the Corporation’s records unless he or she specifies otherwise and shall be personally delivered, delivered by U.S. Mail, or delivered by commercial express overnight delivery service. Any such notice shall be effective upon receipt.

Section 6.17 Contractual Rights. The right to be indemnified or to the advancement or reimbursement of Expenses (i) is a contract right based upon good and valuable consideration, pursuant to which Indemnitee may sue as if these provisions were set forth in a separate written contract between Indemnitee and the Corporation, (ii) is and is intended to be retroactive and shall be available as to events occurring prior to the adoption of these provisions and (iii) shall continue after any rescission or restrictive modification of such provisions as to events occurring prior thereto.

Section 6.18 Indemnification of Employees, Agents and Fiduciaries. The Corporation, by adoption of a resolution of the Board of Directors, may indemnify and advance expenses to a person who is an employee, agent or fiduciary of the Corporation including any such person who is or was serving at the request of the Corporation as a director, officer, employee, agent or fiduciary of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise to the same extent and subject to the same conditions (or to such lesser extent and/or with such other conditions as the Board of Directors may determine) under which it may indemnify and advance expenses to an Indemnitee under this Article VI.

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ARTICLE VII

MISCELLANEOUS

Section 7.1 Fiscal Year. The fiscal year of the Corporation shall end on the 31st day of December of each year or as otherwise provided by a resolution adopted by the Board.

Section 7.2 Seal. The corporate seal will have the name of the Corporation inscribed thereon and will be in such form as the Board by resolution may approve from time to time.

Section 7.3 Interested Directors; Quorum. No contract or transaction between the Corporation and one or more of its Directors or officers, or between the Corporation and any other Entity in which one or more of its Directors or officers are Directors or officers (or hold equivalent offices or positions), or have a financial interest, will be void or voidable solely for this reason, or solely because the Director or officer is present at or participates in the meeting of the Board or Board committee which authorizes the contract or transaction, or solely because his, her or their votes are counted for that purpose, if: (i) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the Board committee, and the Board or Board committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directors, even though the disinterested Directors be less than a quorum; or (ii) the material facts as to the Director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the Stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of those Stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board, a Board committee or the Stockholders. Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board or of a Board committee which authorizes the contract or transaction.

Section 7.4 Form of Records. Any records the Corporation maintains in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time.

Section 7.5 Bylaw Amendments. The Board has the power to adopt, amend and repeal from time to time the Bylaws of the Corporation. Any adoption, amendment or repeal of the Bylaws of the Corporation by the Board shall require the approval of at least a majority of the Directors then in office. The Stockholders shall also have the power to adopt, amend or repeal the Bylaws of the Corporation at any annual meeting before which such matter has been properly brought in accordance with Sections 1.1 and 1.10 hereof, or at any special meeting if notice of the proposed amendment is contained in the notice of said special meeting; provided, however, that, in addition to any vote of the holders of any class or series of capital stock of the Corporation required by law or by the Certificate of Incorporation, the affirmative vote of the holders of at least eighty percent (80%) of the voting power of the then issued and outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provision of the Bylaws of the Corporation.

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Section 7.6 Notices; Waiver of Notice. Whenever any notice is required to be given to any Stockholder, Director or member of any Board committee under the provisions of the DGCL, the Certificate of Incorporation or these Bylaws, that notice will be deemed to be sufficient if given (i) by telegraphic, facsimile, electronic mail, cable, wireless transmission or other electronic transmission or (ii) by deposit of the same in the United States mail, with postage paid thereon, addressed to the person entitled thereto at his or her address as it appears in the records of the Corporation, and that notice shall be deemed to have been given on the day of such transmission or mailing, as the case may be.

Whenever any notice is required to be given to any Stockholder or Director under the provisions of the DGCL, the Certificate of Incorporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to that notice or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, will be equivalent to the giving of that notice. Attendance of a person at a meeting will constitute a waiver of notice of that meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Stockholders, the Board or any Board committee need be specified in any written waiver of notice or any waiver by electronic transmission unless the Certificate of Incorporation or these Bylaws so require.

Section 7.7 Resignations. Any Director or officer of the Corporation may resign at any time. Any such resignation shall be made in writing and shall take effect at the time specified in that resignation, or, if that resignation does not specify any time, at the time of its receipt by the Chairman, the CEO or the Secretary. The acceptance of a resignation will not be necessary to make it effective, unless that resignation expressly so provides.

Section 7.8 Books, Reports and Records. The Corporation shall keep books and records of account and shall keep minutes of the proceedings of the Stockholders, the Board and each committee of the Board. Each Director and each member of any committee designated by the Board shall, in the performance of his or her duties, be fully protected in relying in good faith on the books of account or other records of the Corporation and on information, opinions, reports or statements presented to him or her or to the Corporation by any of the Corporation’s officers, employees or other Directors, or committees of the Board, or by any other person as to matters the Director or member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or behalf of the Corporation.

Section 7.9 Facsimile Signatures. In addition to the provisions for the use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of the Chairman, any other Director, or any officer or officers of the Corporation may be used whenever and as authorized by the Board.

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Section 7.10 Certain Definitional Provisions. (a) When used in these Bylaws, the words “herein,” “hereof” and “hereunder” and words of similar import refer to these Bylaws as a whole and not to any provision of these Bylaws, and the words “Article” and “Section” refer to Articles and Sections of these Bylaws unless otherwise specified.

(b) Whenever the context so requires, the singular number includes the plural and vice versa, and a reference to one gender includes the other gender and the neuter.

(c) The word “including” (and, with correlative meaning, the word “include”) means including, without limiting the generality of any description preceding that word, and the words “shall” and “will” are used interchangeably and have the same meaning.

Section 7.11 Captions. Captions to Articles and Sections of these Bylaws are included for convenience of reference only, and these captions do not constitute a part hereof for any other purpose or in any way affect the meaning or construction of any provision hereof.

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EX-10.2

Exhibit 10.2

FORM OF

EMPLOYEE MATTERS AGREEMENT

between

THE BABCOCK & WILCOX COMPANY

and

BABCOCK & WILCOX ENTERPRISES, INC.

dated as of

             , 2015

TABLE OF CONTENTS

		Page
ARTICLE I          DEFINITIONS			1
Section 1.1	Definitions		1
Section 1.2	Interpretation		9
ARTICLE II         ASSIGNMENT OF EMPLOYEES			10
Section 2.1	Active Employees		10
Section 2.2	Former Employees		11
Section 2.3	Employment Law Obligations		12
Section 2.4	Employee Records		12
ARTICLE III        EQUITY AND INCENTIVE COMPENSATION PLANS			14
Section 3.1	General Principles		14
Section 3.2	Tax Reporting and Withholding; Payment of Option Exercise Price		15
Section 3.3	Restricted Stock Units and Restricted Stock		16
Section 3.4	Stock Options and Stock Appreciation Rights		18
Section 3.5	Performance-Based Awards		20
Section 3.6	Section 16(b) of the Exchange Act; Code Sections 162(m) and 409A		22
Section 3.7	Certain Bonus Payments		22
Section 3.8	Change in Control		23
Section 3.9	Conformity with Non-U.S. Laws		23
Section 3.10	Employment Treatment		24
ARTICLE IV        GENERAL PRINCIPLES FOR ALLOCATION OF LIABILITIES			24
Section 4.1	General Principles		24
Section 4.2	Sponsorship and/or Establishment of SpinCo Plans		26
Section 4.3	Service Credit		26
Section 4.4	Plan Administration		27
ARTICLE V         PENSION, EXCESS AND SUPPLEMENTAL PLANS			28
Section 5.1	General Principles		28
Section 5.2	U.S. Pension Transfers		28
Section 5.3	Canada Pension Transfer		31
Section 5.4	Excess and Supplemental Plans		31
Section 5.5	Group Annuity Contract		32

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TABLE OF CONTENTS

(continued)

		Page
ARTICLE VI         THRIFT PLANS			33
Section 6.1	U.S. Thrift Plans		33
Section 6.2	Treatment of RemainCo Common Stock and SpinCo Common Stock		33
Section 6.3	U.S. Transfer of Accounts		34
Section 6.4	Canada Thrift Plans		35
Section 6.5	Canada Transfer of Accounts		35
ARTICLE VII        WELFARE PLANS			35
Section 7.1	Establishment of SpinCo Welfare Plans		35
Section 7.2	Transitional Matters Under SpinCo Welfare Plans		36
Section 7.3	VEBA		37
Section 7.4	Continuity of Benefits, Benefit Elections and Beneficiary Designations		37
Section 7.5	Insurance Contracts		38
Section 7.6	Third-Party Vendors		38
Section 7.7	Claims Experience		38
Section 7.8	Allocation of Demutualization Proceeds		38
Section 7.9	Grandfathered Foundry Employees		39
ARTICLE VIII      BENEFIT ARRANGEMENTS			39
ARTICLE IX         WORKERS’ COMPENSATION AND UNEMPLOYMENT COMPENSATION			39
Section 9.1	General Principles		39
Section 9.2	Crossover Claims		39
Section 9.3	Additional Details		40
Section 9.4	Ohio Guarantees		40
ARTICLE X           RETENTION, SEVERANCE AND OTHER MATTERS			40
Section 10.1	Retention Agreements		40
Section 10.2	Severance		41
Section 10.3	Accrued Time Off		41
Section 10.4	Leaves of Absence		41

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TABLE OF CONTENTS

(continued)

		Page
Section 10.5	Collective Bargaining Agreements		41
Section 10.6	Director Programs		42
Section 10.7	Restrictive Covenants in Employment and Other Agreements		42
Section 10.8	Non-Solicitation		43
ARTICLE XI         GENERAL PROVISIONS			43
Section 11.1	Preservation of Rights to Amend		43
Section 11.2	Confidentiality		43
Section 11.3	Administrative Complaints/Litigation		43
Section 11.4	Reimbursement and Indemnification		44
Section 11.5	Costs of Compliance with Agreement		45
Section 11.6	Fiduciary Matters		45
Section 11.7	Form S-8		45
Section 11.8	Entire Agreement		45
Section 11.9	Binding Effect; No Third-Party Beneficiaries; Assignment		45
Section 11.10	Amendment		46
Section 11.11	Failure or Indulgence Not Waiver; Remedies Cumulative		46
Section 11.12	Notices		46
Section 11.13	Counterparts		46
Section 11.14	Severability		46
Section 11.15	Governing Law		46
Section 11.16	Performance		47
Section 11.17	Construction		47
Section 11.18	Effect if Distribution Does Not Occur		47

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EMPLOYEE MATTERS AGREEMENT

This EMPLOYEE MATTERS AGREEMENT is entered into as of              , 2015 between The Babcock & Wilcox Company, a Delaware corporation (“RemainCo”), and Babcock & Wilcox Enterprises, Inc., a Delaware corporation (“SpinCo”). RemainCo and SpinCo are sometimes referred to herein, individually, as a “Party,” and, collectively, as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in Article I hereof.

RECITALS

WHEREAS, SpinCo is a wholly owned subsidiary of RemainCo;

WHEREAS, the Board of Directors of RemainCo has determined that it would be appropriate and in the best interests of RemainCo and its stockholders to effectuate the Distribution as described in the Master Separation Agreement between RemainCo and SpinCo dated as of              , 2015 (the “Master Separation Agreement”);

WHEREAS, the Master Separation Agreement provides, among other things, subject to the terms and conditions thereof, for the Distribution and for the execution and delivery of certain other agreements, including this Agreement, in order to facilitate and provide for the separation of SpinCo and its subsidiaries from RemainCo; and

WHEREAS, in order to ensure an orderly transition under the Master Separation Agreement, it will be necessary for the Parties to allocate between them assets, liabilities and responsibilities with respect to certain employee compensation, benefit plans and programs, and certain employment matters.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the Parties, intending to be legally bound, agree as follows:

ARTICLE I

DEFINITIONS

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

“Additional mPower Performance RSUs” has the meaning set forth in Section 3.5(b).

“Additional RemainCo RSUs” has the meaning set forth in Section 3.3(b).

“Additional SpinCo RSAs” has the meaning set forth in Section 3.3(d).

“Additional SpinCo RSUs” has the meaning set forth in Section 3.3(c).

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

“Agreement” means this Employee Matters Agreement together with all Schedules hereto and all amendments, modifications and changes hereto and thereto entered into in accordance with Section 11.10.

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

“Benefit Arrangement” means any contract, agreement, policy, practice, program, plan, trust or arrangement (other than any Welfare Plan, any RemainCo Pension Plan, Thrift Plan, Excess Plan, Restoration Plan, SERP or SPP, any SpinCo Pension Plan, Thrift Plan or Excess Plan, the SpinCo New Restoration Plan, the SpinCo New SERP, the SpinCo SPP, or any bonus, stock-based compensation or other form of incentive compensation), providing for benefits, perquisites or compensation of any nature to any Employee, or to any family member, dependent or beneficiary of any such Employee, including, travel and accident, tuition reimbursement, vacation, sick, personal or bereavement days, and holidays.

“COBRA” means the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985, as codified at Part 6 of Subtitle B of Title I of ERISA and at Code Section 4980B.

“Code” means the U.S. Internal Revenue Code of 1986.

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

“Crossover Claim” has the meaning set forth in Section 9.2.

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

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

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

“Employee” means any RemainCo Employee, Former RemainCo Employee, SpinCo Employee or Former SpinCo Employee.

“Employee Transfer Date” means June 1, 2015.

“ERISA” means the U.S. Employee Retirement Income Security Act of 1974.

“Former RemainCo Employee” has the meaning set forth in Section 2.2(b).

“Former SpinCo Employee” has the meaning set forth in Section 2.2(c).

“Grandfathered Foundry Employee” means a Former RemainCo Employee who terminated employment prior to January 1, 2007 while performing services at SpinCo’s Barberton, Ohio foundry site in the normal course of such employee’s duties.

“Initial Trust Transfer Amount” has the meaning set forth in Section 5.2(d).

“Initial Trust Transfer Date” has the meaning set forth in Section 5.2(d).

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“IRS” means the U.S. Internal Revenue Service.

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

“McDermott EMA” means that certain Employee Matters Agreement dated as of July 2, 2010, by and among McDermott International Inc., a Pennsylvania corporation, McDermott Investments, LLC, a Delaware limited liability company, RemainCo and Babcock & Wilcox Investment Company, a Delaware corporation, as amended by Amendment to Employee Matters Agreement, dated as of August 3, 2010, and as further amended by Amendment No. 2 to Employee Matters Agreement, dated as of August 10, 2010.

“MEGTEC Performance RSU” has the meaning set forth in Section 3.5(c).

“mPower Performance RSU” has the meaning set forth in Section 3.5(b).

“NYSE” means the New York Stock Exchange.

“Participating SpinCo Employers” has the meaning set forth in Section 7.1.

“Participation Period” has the meaning set forth in Section 7.4(b).

“Party” or “Parties” has the meaning set forth in the preamble to this Agreement.

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

“Post-Distribution RemainCo Option” has the meaning set forth in Section 3.4(b).

“Post-Distribution RemainCo Share Price” means the simple average of the volume weighted average per share price of RemainCo Common Stock trading on the NYSE on each of the first three trading days following the Distribution Date.

“Post-Distribution SpinCo Share Price” means the simple average of the volume weighted average per share price of SpinCo Common Stock trading on the NYSE on each of the first three trading days following the Distribution Date.

“Pre-Distribution RemainCo Share Price” means the volume weighted average per share price of RemainCo Common Stock trading “regular way” on the NYSE on the Distribution Date.

“Privacy Contract” means any contract entered into in connection with applicable privacy protection laws or regulations.

“Registration Statement Effectiveness Date” means the first date on which the registration statement on Form S-8 (or other appropriate form) contemplated by Section 11.7 shall be effective under the Securities Act of 1933.

“RemainCo” has the meaning set forth in the preamble to this Agreement.

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“RemainCo Actuary” means an enrolled actuary appointed by RemainCo.

“RemainCo Annuity Contract” means Metropolitan Life Insurance Company Group Annuity Contract Nos: 9088 and 9088A by and between RemainCo or its Subsidiary and Metropolitan Life Insurance Company, which provide for the payment of pension benefits to certain U.S.-based Former RemainCo Employees and Former SpinCo Employees.

“RemainCo Benefit Arrangement” means any Benefit Arrangement sponsored or maintained by a member of the RemainCo Group on the Employee Transfer Date.

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

“RemainCo Canada Pension Plans” means the RemainCo Canada Salaried Pension Plan and the Babcock & Wilcox Canada Ltd. Hourly-Paid Employees’ Pension Plan.

“RemainCo Canada Salaried Pension Plan” means the Babcock & Wilcox Canada Ltd. Salaried Employees’ Retirement Plan.

“RemainCo Canada Thrift Plan” means the savings arrangement for salaried employees of Babcock & Wilcox Canada Ltd. and Babcock & Wilcox Power Generation Group Canada Corp. consisting of the Registered Retirement Savings Plan, group policy # 20000796; the Employee Profit Sharing Plan, group policy # 40000796; and the Tax Free Savings account, group policy # 41000007.

“RemainCo Common Stock” means the common stock of RemainCo, par value $0.01 per share.

“RemainCo Employee” means any individual who is employed by a member of the RemainCo Group on the Employee Transfer Date.

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

“RemainCo Equity Compensation Award” means each RemainCo RSU, Additional RemainCo RSU, RemainCo RSA, Post-Distribution RemainCo Option, Replacement RemainCo Performance RSU, mPower Performance RSU, Additional mPower Performance RSU, and MEGTEC Performance RSU.

“RemainCo Excess Plan” means any excess plan sponsored or maintained by any one or more members of the RemainCo Group on the Employee Transfer Date, including each of those set forth on Schedule 1.1(a).

“RemainCo Governmental Operations Plan” means the Retirement Plan for Employees of Babcock & Wilcox Governmental Operations.

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

“RemainCo Legacy Award Holders” means the holders of one or more RemainCo RSUs, RemainCo RSAs, RemainCo Options or performance-based equity awards under any of

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the RemainCo Legacy Equity Plans who will not be a RemainCo Employee or a SpinCo Employee and will not, as of the Distribution Date, be a member of the Board of Directors of either RemainCo or SpinCo; provided, however, that the term “RemainCo Legacy Award Holder” shall not include any SpinCo Legacy Award Holder.

“RemainCo Legacy Equity Plan” means any equity plan sponsored or maintained by a member of the RemainCo Group immediately prior to the Distribution Date, including each of those set forth on Schedule 1.1(b).

“RemainCo Master Trust” means the trust that holds the commingled assets of the RemainCo U.S. Pension Plans and the SpinCo U.S. Pension Plan.

“RemainCo Ohio Guarantees” means any guarantee provided to the State of Ohio Bureau of Workers’ Compensation Program by RemainCo or any member of the RemainCo Group.

“RemainCo Options” means options to purchase shares of RemainCo Common Stock and stock appreciation rights with respect to shares of RemainCo Common Stock, in either case granted pursuant to any of the RemainCo Legacy Equity Plans before the Distribution Date.

“RemainCo Pension Plans” means the defined benefit retirement plans sponsored and maintained by any one or more members of the RemainCo Group on the Employee Transfer Date, including the RemainCo Canada Pension Plans and the RemainCo U.S. Pension Plans, but excluding the RemainCo Excess Plan.

“RemainCo Restoration Plan” means The Babcock & Wilcox Company Defined Contribution Restoration Plan.

“RemainCo RSAs” means restricted stock awards issued under any of the RemainCo Legacy Equity Plans before the Distribution Date.

“RemainCo RSUs” means restricted stock units or deferred stock units issued under any of the RemainCo Legacy Equity Plans before the Distribution Date that are not subject to performance conditions.

“RemainCo SERP” means the Supplemental Executive Retirement Plan of The Babcock & Wilcox Company.

“RemainCo SPP” means The Babcock & Wilcox Company Supplemental Payments Plan.

“RemainCo Thrift Plans” means the defined contribution retirement plans sponsored and maintained by any one or more members of the RemainCo Group on the Employee Transfer Date, including the RemainCo U.S. Thrift Plan, the RemainCo Canada Thrift Plan, the Nuclear Fuel Services Inc. Savings Plan for Hourly Employees, and the NOG-E Hourly Employees’ Savings Plan, but excluding the RemainCo Restoration Plan and the RemainCo SERP.

“RemainCo Transfer Amount” has the meaning set forth in Section 5.2(c).

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“RemainCo Transfer Date” has the meaning set forth in Section 5.2(a).

“RemainCo U.S. Pension Plans” means the RemainCo Governmental Operations Plan, the Nuclear Fuel Services, Inc. Retirement Plan for Salaried Employees and the Nuclear Fuel Services, Inc. Retirement Plan for Hourly Employees.

“RemainCo U.S. Pension Beneficiaries” has the meaning set forth in Section 5.2(a).

“RemainCo U.S. Thrift Plan” means The Babcock & Wilcox Company Thrift Plan.

“RemainCo U.S. Thrift Plan Beneficiaries” has the meaning set forth in Section 6.1.

“RemainCo U.S. Transferred Benefit” has the meaning set forth in Section 5.2(a).

“RemainCo Welfare Plan” means any Welfare Plan sponsored or maintained by any one or more members of the RemainCo Group on the Employee Transfer Date.

“Replacement MEGTEC Performance RSU” has the meaning set forth in Section 3.5(c).

“Replacement RemainCo Performance RSUs” has the meaning set forth in Section 3.5(a).

“Replacement SpinCo Option” has the meaning set forth in Section 3.4(a).

“Replacement SpinCo Performance RSUs” has the meaning set forth in Section 3.5(a).

“Replacement SpinCo RSUs” has the meaning set forth in Section 3.3(a).

“SpinCo” has the meaning set forth in the preamble to this Agreement.

“SpinCo Actuary” means an enrolled actuary appointed by SpinCo.

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

“SpinCo Canada Pension Beneficiaries” has the meaning set forth in Section 5.3.

“SpinCo Canada Pension Plans” means the SpinCo Canada Salaried Pension Plan, the Diamond CanaPower Pension Plan and the Registered Pension Plan for Melville Hourly Employees.

“SpinCo Canada Salaried Pension Plan” has the meaning set forth in Section 5.3.

“SpinCo Canada Thrift Plan” has the meaning set forth in Section 6.4.

“SpinCo Canada Thrift Plan Beneficiaries” has the meaning set forth in Section 6.4.

“SpinCo Canada Transferred Benefit” has the meaning set forth in Section 5.3.

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“SpinCo Commercial Operations Plan” means the Retirement Plan for Employees of Babcock & Wilcox Commercial Operations.

“SpinCo Common Stock” means the common stock of SpinCo, par value $0.01 per share.

“SpinCo Employee” means any individual who is employed by a member of the SpinCo Group on the Employee Transfer Date.

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

“SpinCo Equity Compensation Award” means each Replacement SpinCo RSU, Additional SpinCo RSU, Additional SpinCo RSA, Replacement SpinCo Option, Replacement SpinCo Performance RSU, and Replacement MEGTEC Performance RSUs.

“SpinCo Excess Plan” means any excess plan sponsored or maintained by any one or more members of the SpinCo Group on the Employee Transfer Date, including each of those set forth on Schedule 1.1(c).

“SpinCo FSA” has the meaning set forth in Section 7.4(b).

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

“SpinCo Legacy Award Holders” means the holders of one or more RemainCo RSUs, RemainCo RSAs, RemainCo Options or performance-based equity awards under any of the RemainCo Legacy Equity Plans who are former employees of a member of the SpinCo Group (and will not be SpinCo Employees or RemainCo Employees and will not, immediately after the Distribution Date, serve on the Board of Directors of either RemainCo or SpinCo) and are listed on Schedule 1.1(d).

“SpinCo Master Trust” has the meaning set forth in Section 5.2(d).

“SpinCo New Equity Plan” means the plan or plans adopted by SpinCo and approved by RemainCo, as sole stockholder of SpinCo prior to the Distribution, as set forth on Schedule 1.1(e), under which the SpinCo equity-based awards described in Article III shall be issued.

“SpinCo New Restoration Plan” means the defined contribution restoration plan adopted by SpinCo and approved by RemainCo, as sole shareholder of SpinCo prior to the Distribution.

“SpinCo New SERP” means the supplemental executive retirement plan adopted by SpinCo and approved by RemainCo, as sole shareholder of SpinCo prior to the Distribution.

“SpinCo Ohio Guarantees” means any guarantee provided to the State of Ohio Bureau of Workers’ Compensation Program by SpinCo or any member of the SpinCo Group.

“SpinCo Pension Plans” means the defined benefit retirement plans sponsored and maintained by any one or more members of the SpinCo Group on the Employee Transfer Date, including the SpinCo Canada Pension Plans, the SpinCo U.S. Pension Plan and the Diamond Power Specialty Limited Retirement Benefits Plan, but excluding the SpinCo Excess Plan.

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“SpinCo SPP” has the meaning set forth in Section 5.4(d).

“SpinCo Thrift Plans” means the defined contribution retirement plans sponsored and maintained by any one or more member of the SpinCo Group on the Employee Transfer Date, including the SpinCo U.S. Thrift Plan and the SpinCo Canada Thrift Plan, but excluding the SpinCo New Restoration Plan and the SpinCo New SERP.

“SpinCo Transfer Amount” has the meaning set forth in Section 5.2(c).

“SpinCo Transfer Date” has the meaning set forth in Section 5.2(a).

“SpinCo U.S. Pension Beneficiaries” has the meaning set forth in Section 5.2(a).

“SpinCo U.S. Pension Plan” means the SpinCo Commercial Operations Plan.

“SpinCo U.S. Thrift Plan” has the meaning set forth in Section 6.1.

“SpinCo U.S. Thrift Plan Beneficiaries” has the meaning set forth in Section 6.1.

“SpinCo U.S. Transferred Benefit” has the meaning set forth in Section 5.2(a).

“SpinCo Welfare Plan” means any Welfare Plan sponsored or maintained by any one or more members of the SpinCo Group on the Employee Transfer Date.

“SpinCo Welfare Plan Participants” has the meaning set forth in Section 7.1.

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

“U.S.” means the United States of America.

“True Up Payment” has the meaning set forth in Section 5.2(d).

“Trust Transfer Date” has the meaning set forth in Section 5.2(f).

“Value” has the meaning set forth in Section 5.2(e).

“VEBA” has the meaning set forth in Section 7.3.

“WARN” means the U.S. Worker Adjustment and Retraining Notification Act, and any applicable state or local law equivalent.

“Welfare Plan” means a “welfare plan” as defined in ERISA Section 3(1) and also means a cafeteria plan under Code Section 125 and any benefits offered thereunder, including pre-tax premium conversion benefits, a dependent care assistance program, contribution funding toward a health savings account and flex or cashable credits.

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Section 1.2 Interpretation. In this Agreement, unless the context clearly indicates otherwise:

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

(b) if a word or phrase is defined in this Agreement, its other grammatical forms, as used in this Agreement, shall have a corresponding meaning;

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

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

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

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

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

(h) all references to a specific time of day in this Agreement shall be based upon Eastern Standard Time or Eastern Daylight Savings Time, as applicable, on the date in question;

(i) whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified;

(j) accounting terms used herein shall have the meanings historically ascribed to them by RemainCo and its Subsidiaries, including SpinCo for this purpose, in its and their internal accounting and financial policies and procedures in effect immediately prior to the date of this Agreement;

(k) reference to any Article, Section or Schedule means such Article or Section of, or such Schedule to, this Agreement, as the case may be, and references in any Section or definition to any clause means such clause of such Section or definition;

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

(m) the term “commercially reasonable efforts” means efforts which are commercially reasonable to enable a Party, directly or indirectly, to satisfy a condition to or otherwise assist in the consummation of a desired result and which do not require the performing Party to expend funds or assume liabilities other than expenditures and liabilities which are customary and reasonable in nature and amount in the context of a series of related transactions similar to the Separation;

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

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

(p) references to any Person include such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement; and any reference to a third party shall be deemed to mean a Person who is not a Party or an Affiliate of a Party;

(q) if there is any conflict between the provisions of the main body of this Agreement and the Schedules hereto, the provisions of the main body of this Agreement shall control unless explicitly stated otherwise in such Schedule;

(r) unless otherwise specified in this Agreement, all references to dollar amounts herein shall be in respect of lawful currency of the U.S.;

(s) the titles to Articles and headings of Sections contained in this Agreement and in any Schedule and in the table of contents to this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of or to affect the meaning or interpretation of this Agreement; and

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

ARTICLE II

ASSIGNMENT OF EMPLOYEES

Section 2.1 Active Employees.

(a) SpinCo Employees. Except as otherwise set forth in this Agreement, effective as of the Employee Transfer Date, the employment of the SpinCo Employees will commence with or be continued by a member of the SpinCo Group. Each of the Parties agrees to execute, and to seek to have the applicable employees execute, such documentation as may be necessary to reflect such assignments and transfers.

(b) RemainCo Employees. Except as otherwise set forth in this Agreement, effective as of the Employee Transfer Date, the employment of the RemainCo Employees will

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commence with or be continued by a member of the RemainCo Group. Each of the Parties agrees to execute, and to seek to have the applicable employees execute, such documentation as may be necessary to reflect such assignments and transfers.

(c) At-Will Status. Notwithstanding the above or any other provision of this Agreement, nothing in this Agreement shall create any obligation on the part of any member of the RemainCo Group or any member of the SpinCo Group to continue the employment of any employee for any period following the date of this Agreement or the Distribution or to change the employment status of any employee from “at will,” to the extent such employee is an “at will” employee under applicable law.

(d) Severance. The Distribution and the assignment, transfer or continuation of the employment of employees as contemplated by this Section 2.1 shall not be deemed a severance of employment of any employee for purposes of this Agreement and, except as otherwise provided in Section 6.2, any plan, policy, practice or arrangement of any member of the RemainCo Group or any member of the SpinCo Group.

(e) Change of Control/Change in Control. Neither the completion of the Distribution nor any transaction in connection with the Distribution shall be deemed a “change of control” or “change in control” for purposes of any plan, policy, practice or arrangement relating to directors, employees or consultants of any member of the RemainCo Group or any member of the SpinCo Group.

Section 2.2 Former Employees.

(a) General Principles. Except as otherwise provided in this Agreement, each former employee of any member of the RemainCo Group or any member of the SpinCo Group as of the Employee Transfer Date will be considered a former employee of the RemainCo Group or the SpinCo Group based on his employer as of his last day of employment with any RemainCo Entity or SpinCo Entity.

(b) Former RemainCo Employees. For purposes of this Agreement, former employees of the RemainCo Group shall be deemed to include (i) all employees who, as of their last day of employment, were employed by a RemainCo Entity and will not be either a SpinCo Employee or a RemainCo Employee and (ii) all employees who are categorized as “Former B&W Employees” for purposes of the McDermott EMA by the parties to such agreement and who will not be a SpinCo Employee, a RemainCo Employee or a Former SpinCo Employee as of the Employee Transfer Date (collectively, the “Former RemainCo Employees”).

(c) Former SpinCo Employees. For purposes of this Agreement, former employees of the SpinCo Group shall be deemed to include all employees who, as of their last day of employment, were employed by a SpinCo Entity and will not be either a SpinCo Employee or a RemainCo Employee (collectively, the “Former SpinCo Employees”).

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Section 2.3 Employment Law Obligations.

(a) WARN Act. Effective as of the Employee Transfer Date, (i) the RemainCo Group shall be responsible for providing any necessary WARN notice (and meeting any similar state law notice requirements) with respect to any termination of any RemainCo Employee and (ii) the SpinCo Group shall be responsible for providing any necessary WARN notice (and meeting any similar state law notice requirements) with respect to any termination of any SpinCo Employee.

(b) Compliance With Employment Laws. Effective as of the Employee Transfer Date, (i) each member of the RemainCo Group shall be responsible for adopting and maintaining any policies or practices, and for all other actions and inactions, necessary to comply with employment-related laws and requirements relating to the employment of its RemainCo Employees and the treatment of any applicable Former RemainCo Employees in respect of their former employment, and (ii) each member of the SpinCo Group shall be responsible for adopting and maintaining any policies or practices, and for all other actions and inactions, necessary to comply with employment-related laws and requirements relating to the employment of its SpinCo Employees and the treatment of any applicable Former SpinCo Employees in respect of their former employment.

Section 2.4 Employee Records.

(a) Records Relating to RemainCo Employees and Former RemainCo Employees. All records and data in any form relating to RemainCo Employees and Former RemainCo Employees shall be the property of the RemainCo Group, except that records and data pertaining to such an employee and relating to any period that such employee was (i) employed by any member of the SpinCo Group or (ii) covered under any employee benefit plan sponsored by any member of the SpinCo Group (to the extent that such records or data relate to such coverage) prior to the Employee Transfer Date shall be jointly owned by those members of the SpinCo Group and the RemainCo Group.

(b) Records Relating to SpinCo Employees and Former SpinCo Employees. All records and data in any form relating to SpinCo Employees and Former SpinCo Employees shall be the property of the SpinCo Group, except that records and data pertaining to such an employee and relating to any period that such employee was (i) employed by any member of the RemainCo Group or (ii) covered under any employee benefit plan sponsored by any member of the RemainCo Group (to the extent that such records or data relate to such coverage) prior to the Employee Transfer Date shall be jointly owned by those members of the RemainCo Group and the SpinCo Group.

(c) Sharing of Records. The Parties shall use their respective commercially reasonable efforts to provide the other Party such employee-related records and information as necessary or appropriate to carry out their respective obligations under applicable law (including any relevant privacy protection laws or regulations in any applicable jurisdictions or Privacy Contract), this Agreement, any other Ancillary Agreement or the Master Separation Agreement, and for the purposes of administering their respective employee benefit plans and policies. All information and records regarding employment, personnel and employee benefit

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matters of RemainCo Employees and Former RemainCo Employees shall be accessed, retained, held, used, copied and transmitted on and after the Employee Transfer Date by members of the RemainCo Group in accordance with all applicable laws, policies and Privacy Contracts relating to the collection, storage, retention, use, transmittal, disclosure and destruction of such records. All information and records regarding employment, personnel and employee benefit matters of SpinCo Employees and Former SpinCo Employees shall be accessed, retained, held, used, copied and transmitted on and after the Employee Transfer Date by members of the SpinCo Group in accordance with all applicable laws, policies and Privacy Contracts relating to the collection, storage, retention, use, transmittal, disclosure and destruction of such records.

(d) Access to Records. To the extent not inconsistent with this Agreement and any applicable privacy protection laws or regulations or Privacy Contracts, access to such records on and after the Employee Transfer Date will be provided to members of the RemainCo Group and members of the SpinCo Group in accordance with the Master Separation Agreement. In addition, notwithstanding anything to the contrary, the RemainCo Group shall be provided reasonable access to those records necessary for their administration of any plans or programs on behalf of RemainCo Employees and Former RemainCo Employees on and after the Employee Transfer Date as permitted by any applicable privacy protection laws or regulations or Privacy Contracts. The RemainCo Group shall also be permitted to retain copies of all restrictive covenant agreements with any SpinCo Employee or Former SpinCo Employee in which any member of the RemainCo Group has a valid business interest. In addition, the SpinCo Group shall be provided reasonable access to those records necessary for their administration of any plans or programs on behalf of SpinCo Employees and Former SpinCo Employees on and after the Employee Transfer Date as permitted by any applicable privacy protection laws or regulations or Privacy Contracts. The SpinCo Group shall also be permitted to retain copies of all restrictive covenant agreements with any RemainCo Employee or Former RemainCo Employee in which any member of the SpinCo Group has a valid business interest.

(e) Maintenance of Records. With respect to retaining, destroying, transferring, sharing, copying and permitting access to all such information, RemainCo and SpinCo shall (and shall cause their respective Subsidiaries to) comply with all applicable laws, regulations, Privacy Contracts and internal policies, and shall indemnify and hold harmless each other from and against any and all liability, claims, actions, and damages that arise from a failure (by the indemnifying party or its Subsidiaries or their respective agents) to so comply with all applicable laws, regulations, Privacy Contracts and internal policies applicable to such information.

(f) No Access to Computer Systems or Files. Except as set forth in the Master Separation Agreement or any Ancillary Agreement, no provision of this Agreement shall give (i) any member of the RemainCo Group direct access to the computer systems or other files, records or databases of any member of the SpinCo Group or (ii) any member of the SpinCo Group direct access to the computer systems or other files, records or databases of any member of the RemainCo Group, unless specifically permitted by the owner of such systems, files, records or databases.

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(g) Relation to Master Separation Agreement. The provisions of this Section 2.4 shall be in addition to, and not in derogation of, the provisions of the Master Separation Agreement governing Confidential Information, including Sections 6.3, 6.4 and 6.5 of the Master Separation Agreement.

(h) Confidentiality. Except as otherwise set forth in this Agreement, all records and data relating to Employees shall, in each case, be subject to the confidentiality provisions of the Master Separation Agreement and any other applicable agreement and applicable law.

(i) Cooperation. Each Party shall use commercially reasonable efforts to cooperate to share, retain and maintain data and records that are necessary or appropriate to further the purposes of this Section 2.4 and for each Party to administer its respective benefit plans to the extent consistent with this Agreement and applicable law, and each Party agrees to cooperate as long as is reasonably necessary to further the purposes of this Section 2.4. Except as provided under any Ancillary Agreement, no Party shall charge another Party a fee for such cooperation.

ARTICLE III

EQUITY AND INCENTIVE COMPENSATION PLANS

Section 3.1 General Principles.

(a) For the avoidance of doubt, the provisions of this Article III shall not apply unless the Distribution takes place. RemainCo and SpinCo shall take any and all reasonable action as shall be necessary and appropriate to further the provisions of this Article III.

(b) Where an award granted under one of the RemainCo Legacy Equity Plans is replaced by an award under the SpinCo New Equity Plan in accordance with the provisions of this Article III, such award generally shall be on terms which are in all material respects identical to the terms of the award which it replaces (including any requirements of continued employment) but subject to any necessary changes to take into account (i) that the award relates to SpinCo Common Stock, (ii) that the SpinCo New Equity Plan is administered by SpinCo, (iii) if applicable, that the grantee under the award is employed or affiliated with a new employer or plan sponsor, and (iv) the adjustments required by this Article III. Where an award granted under one of the RemainCo Legacy Equity Plans is adjusted in accordance with the provisions of this Article III, such award shall otherwise continue to retain the same terms and conditions of the original award, subject to any necessary changes to take into account that the grantee under the award is employed or affiliated with a new employer or plan sponsor, if applicable, and the adjustments required by this Article III.

(c) Subject to Section 3.10, following the Distribution, a grantee who has outstanding awards under one or more of the RemainCo Legacy Equity Plans and/or replacement awards under the SpinCo New Equity Plan shall be considered to have been employed by the applicable plan sponsor before and after the Distribution for purposes of (i) vesting and (ii) determining the date of termination of employment as it applies to any such award.

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(d) No award described in this Article III, whether outstanding or to be issued, adjusted, substituted or cancelled by reason of or in connection with the Distribution, shall be adjusted, settled, cancelled, or exercisable, until in the judgment of the administrator of the applicable plan or program such action is consistent with all applicable law, including federal securities laws. Any period of exercisability will not be extended on account of a period during which such an award is not exercisable in accordance with the preceding sentence.

(e) Except as otherwise expressly provided in this Article III, from and after the Distribution Date, (i) SpinCo shall have sole responsibility for the administration of the SpinCo New Equity Plan and the settlement of the SpinCo Equity Compensation Awards, and no member of the RemainCo Group shall have any liability or responsibility therefor, and (ii) RemainCo shall have sole responsibility for the administration of the RemainCo Legacy Equity Plans and the settlement of the RemainCo Equity Compensation Awards, and no member of the SpinCo Group shall have any liability or responsibility therefor. Notwithstanding the foregoing, SpinCo and its designees shall have exclusive authority and discretion with respect to all employment-related determinations or decisions required or permitted to be made by the applicable sponsor, administrator or employer entity under the terms of the RemainCo Legacy Equity Plans with respect to RemainCo Equity Compensation Awards held by SpinCo Employees, and RemainCo and its designees shall have exclusive authority and discretion with respect to all employment-related determinations or decisions required or permitted to be made by the applicable sponsor, administrator or employer entity under the terms of the SpinCo New Equity Plan with respect to SpinCo Equity Compensation Awards held by RemainCo Employees. RemainCo and SpinCo agree to administer the RemainCo Equity Compensation Awards and SpinCo Equity Compensation Awards, respectively, in accordance with any determination or decision made by the other Party in accordance with the preceding sentence upon reasonable notice of such determination or decision.

(f) Notwithstanding Section 3.1(e), in the case of any outstanding RemainCo Equity Compensation Awards or SpinCo Equity Compensation Awards with respect to which (i) the award is vested as of the Distribution Date (or to the extent partially vested as of the Distribution Date) and (ii) a valid deferral election is in effect as of the Distribution Date, (x) RemainCo (or one or more members of the RemainCo Group, as designated by RemainCo) shall have sole responsibility for the settlement of those SpinCo Equity Compensation Awards held by RemainCo Legacy Award Holders, RemainCo Employees or, as of the Distribution Date, members of the Board of Directors of RemainCo and (y) SpinCo (or one or more members of the SpinCo Group, as designated by SpinCo) shall have sole responsibility for the settlement of those RemainCo Equity Compensation Awards held by Spinco Legacy Award Holders, SpinCo Employees or, as of the Distribution Date, members of the Board of Directors of SpinCo.

Section 3.2 Tax Reporting and Withholding; Payment of Option Exercise Price.

(a) SpinCo (or one or more members of the SpinCo Group, as designated by SpinCo) shall be responsible for (i) the satisfaction of all tax reporting and withholding requirements in respect of the issuance, vesting or settlement, on or after the Distribution Date, of RemainCo Equity Compensation Awards and SpinCo Equity Compensation Awards held by SpinCo Legacy Award Holders, SpinCo Employees and, as of the Distribution Date, members

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of the Board of Directors of SpinCo and (ii) remitting the appropriate tax or withholding amounts to the appropriate taxing authorities in respect of the distribution and vesting of all such awards.

(b) RemainCo (or one or more members of the RemainCo Group, as designated by RemainCo) shall be responsible for (i) the satisfaction of all tax reporting and withholding requirements in respect of the issuance, vesting or settlement, on or after the Distribution Date, of RemainCo Equity Compensation Awards and SpinCo Equity Compensation Awards held by RemainCo Legacy Award Holders, RemainCo Employees and, as of the Distribution Date, members of the Board of Directors of RemainCo and (ii) remitting the appropriate tax or withholding amounts to the appropriate taxing authorities in respect of the distribution and vesting of all such awards.

(c) Upon the exercise of a Post-Distribution RemainCo Option or a Replacement SpinCo Option, the exercise price of such stock option will be remitted in cash by the option administrator to the issuer of the option (the appropriate member of the RemainCo Group or the SpinCo Group, as applicable) and the applicable withholding taxes of such stock option or stock appreciation right will be remitted in cash by the option administrator to the entity (the appropriate member of the RemainCo Group or the SpinCo Group, as applicable) responsible for payroll taxes, withholding and reporting with respect to the option pursuant to this Section 3.2. Upon vesting or payment, as applicable, of RemainCo RSUs, Additional RemainCo RSUs, RemainCo RSAs, Replacement RemainCo Performance RSUs, mPower Performance RSUs, Additional mPower Performance RSUs, MEGTEC Performance RSUs, Replacement SpinCo RSUs, Additional SpinCo RSUs, Additional SpinCo RSAs, Replacement SpinCo Performance RSUs, and Replacement MEGTEC Performance RSUs, the applicable withholding will be remitted in cash by the administrator to the entity (the appropriate member of the RemainCo Group or the SpinCo Group, as applicable) responsible for payroll taxes, withholding and reporting with respect to such awards pursuant to this Section 3.2. To the extent necessary to provide the withholding amount in cash to the entity responsible for payroll taxes, withholding, and reporting (e.g., in the case of share withholding), the issuer of the applicable award will provide the withholding amount in cash. Notwithstanding the foregoing, the method of remittance of the exercise price of any stock option or any applicable withholding taxes may vary for legal or administrative reasons.

(d) Each Party shall use commercially reasonable efforts to cooperate to share, retain and maintain data and records that are necessary or appropriate to further the purposes of this Section 3.2, and each Party agrees to cooperate as long as is reasonably necessary to further the purposes of this Section 3.2. Except as provided under any Ancillary Agreement, no Party shall charge another Party a fee for such cooperation.

Section 3.3 Restricted Stock Units and Restricted Stock.

(a) 2015 RSUs—SpinCo Holders. Each SpinCo Legacy Award Holder and each grantee under any of the RemainCo Legacy Equity Plans who will be a SpinCo Employee, in either case who holds, as of the Distribution Date, one or more RemainCo RSUs (excluding RemainCo RSUs granted in respect of service on the Board of Directors of RemainCo) that were granted on or after January 1, 2015, shall receive, effective as of the Distribution Date

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and immediately prior to the Distribution, as a replacement award in substitution for each such RemainCo RSU (which shall be cancelled), a number of restricted or deferred (as applicable) stock units with respect to and payable in shares of SpinCo Common Stock or (if, but only if, provided for under the terms of the applicable RemainCo RSU) cash (“Replacement SpinCo RSUs”) under the SpinCo New Equity Plan having a value immediately after the Distribution Date equal to the value of the shares of RemainCo Common Stock subject to the RemainCo RSU (calculated using the Pre-Distribution RemainCo Share Price), as calculated pursuant to the following provisions. In each case, the number of Replacement SpinCo RSUs shall be equal to (x) divided by (y), where (x) is the Pre-Distribution RemainCo Share Price multiplied by the number of RemainCo RSUs that are being cancelled and replaced pursuant to this Section 3.3(a), and (y) is the Post-Distribution SpinCo Share Price, with the resulting number of Replacement SpinCo RSUs being rounded up or down to the nearest whole unit. Except as provided in the foregoing provisions of this Section 3.3(a), Replacement SpinCo RSUs shall be granted on terms which are in all material respects identical (including with respect to vesting) to the terms of the RemainCo RSUs which they replace.

(b) 2015 RSUs—RemainCo Holders. Each RemainCo Legacy Award Holder and each grantee under any of the RemainCo Legacy Equity Plans who will be a RemainCo Employee, in either case who holds, as of the Distribution Date, one or more RemainCo RSUs (excluding RemainCo RSUs granted in respect of service on the Board of Directors of RemainCo) that were granted on or after January 1, 2015, shall receive, effective as of the Distribution Date and immediately prior to the Distribution, for each such award of RemainCo RSUs (in lieu of receiving any SpinCo restricted or deferred stock units in connection with such RemainCo RSUs), a number of additional restricted or deferred (as applicable) stock units with respect to and payable in RemainCo Common Stock or (if, but only if, provided for under the terms of the applicable RemainCo RSU) cash (the “Additional RemainCo RSUs”), under one of the RemainCo Legacy Equity Plans. In each case, the number of shares of RemainCo Common Stock subject to an award of Additional RemainCo RSUs shall be equal to the product of (x) and (y), where (x) is the number of shares of RemainCo Common Stock covered by the original award of RemainCo RSUs and (y) is equal to (a) the Pre-Distribution RemainCo Share Price minus the Post-Distribution RemainCo Share Price, divided by (b) the Post-Distribution RemainCo Share Price, with the resulting number of shares subject to the Additional RemainCo RSUs being rounded up or down to the nearest whole share. Except as provided in the foregoing provisions of this Section 3.3(b), Additional RemainCo RSUs shall be granted on such terms which are in all material respects identical (including with respect to vesting) to the terms of the RemainCo RSUs with respect to which they are granted.

(c) Pre-2015 RSUs and Director RSUs. Each grantee under any of the RemainCo Legacy Equity Plans (i) who holds, as of the Distribution Date, one or more RemainCo RSUs that were granted prior to January 1, 2015 or (ii) who holds, as of the Distribution Date, one or more RemainCo RSUs granted on or after January 1, 2015 in respect of such holder’s service on the Board of Directors of RemainCo shall receive, effective as of the Distribution Date and immediately prior to the Distribution, for each such award of RemainCo RSUs, an additional number of restricted or deferred (as applicable) stock units with respect to and payable in shares of SpinCo Common Stock or (if, but only if, provided for under the terms of the applicable RemainCo RSU) cash (the “Additional SpinCo RSUs”) under the SpinCo New Equity Plan. In each case, the number of shares of SpinCo Common Stock subject to an award

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of Additional SpinCo RSUs shall be equal to the number of shares of SpinCo Common Stock that would have been distributed in the Distribution with respect to the number of shares of RemainCo Common Stock subject to the grantee’s RemainCo RSUs, with the resulting number of shares subject to the Additional SpinCo RSU being rounded up or down to the nearest whole share. Except as provided in the foregoing provisions of this Section 3.3(c), Additional SpinCo RSUs shall be granted on terms which are in all material respects identical (including with respect to vesting) to the terms of the RemainCo RSUs with respect to which they are granted.

(d) Restricted Stock Awards. Each grantee under any of the RemainCo Legacy Equity Plans who holds, as of the Distribution Date, one or more RemainCo RSAs that are unvested as of the Distribution Date will generally receive, as of the Distribution Date and pursuant to the Distribution, for each such award of RemainCo RSAs, a number of restricted shares of SpinCo Common Stock (the “Additional SpinCo RSAs”) determined in the same manner as for other shareholders of RemainCo Common Stock based on the Distribution Multiple, with the value of any fractional share paid to the holder in cash, less any applicable taxes, as soon as practicable following the Distribution Date, except to the extent that such cash payment would result in adverse tax consequences to the holder under Section 409A of the Code. Except as provided in the foregoing provisions of this Section 3.3(d), Additional SpinCo RSAs shall be subject to the SpinCo New Equity Plan and subject to terms which are in all material respects identical (including with respect to vesting) to the terms of the RemainCo RSAs to which they relate.

Section 3.4 Stock Options and Stock Appreciation Rights.

(a) 2015 Awards—SpinCo Holders. Each grantee under any of the RemainCo Legacy Equity Plans (i) who is a SpinCo Legacy Award Holder or will be a SpinCo Employee, or who will not be a SpinCo Employee but will serve on the Board of Directors of SpinCo immediately after the Distribution Date, and (ii) who holds as of the Distribution Date one or more RemainCo Options that were granted on or after January 1, 2015 shall receive, effective as of the Distribution Date and immediately prior to the Distribution, as a replacement award in substitution for each such RemainCo Option (which shall be cancelled), an option to purchase a number of shares of SpinCo Common Stock or stock appreciation right with respect to a number of shares of SpinCo Common Stock, as applicable, under the SpinCo New Equity Plan (a “Replacement SpinCo Option”) having a value (calculated using the Post-Distribution SpinCo Share Price) equal to the value of the shares of RemainCo Common Stock subject to the RemainCo Option (calculated using the Pre-Distribution RemainCo Share Price), as calculated pursuant to the following provisions. The number of shares of SpinCo Common Stock subject to a Replacement SpinCo Option shall be equal to the product of (x) the number of shares of RemainCo Common Stock subject to a RemainCo Option as of the Distribution Date and (y) a fraction, the numerator of which is the Pre-Distribution RemainCo Share Price and the denominator of which is the Post-Distribution SpinCo Share Price, with the resulting number of shares subject to the Replacement SpinCo Option being rounded down to the nearest whole share. Each such Replacement SpinCo Option shall have the same comparative ratio of the exercise price to the Post-Distribution SpinCo Share Price as the exercise price of each RemainCo Option to the Pre-Distribution RemainCo Share Price, provided that the exercise price for the Replacement SpinCo Option shall be rounded up to the nearest whole cent. Replacement SpinCo Options shall not be exercisable until the Registration Statement

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Effectiveness Date. Except as provided in the foregoing provisions of this Section 3.4(a), Replacement SpinCo Options granted under this Section 3.4(a) shall be granted on terms which are in all material respects identical (including with respect to vesting) to the terms of the RemainCo Options which they replace.

(b) 2015 Awards—RemainCo Holders. Each grantee under any of the RemainCo Legacy Equity Plans (i) who is a RemainCo Legacy Award Holder or will be a RemainCo Employee, or who will not be a RemainCo Employee but will serve on the Board of Directors of RemainCo immediately after the Distribution Date, and (ii) who holds as of the Distribution Date one or more RemainCo Options that were granted on or after January 1, 2015 shall receive, effective as of the Distribution Date and immediately prior to the Distribution, in substitution for each such RemainCo Option (which shall be cancelled), an option to purchase a number of shares of RemainCo Common Stock or a stock appreciation right with respect to a number of shares of RemainCo Common Stock, as applicable, under one of the RemainCo Legacy Equity Plans (a “Post-Distribution RemainCo Option”) having a value (calculated using the Post-Distribution RemainCo Share Price) equal to the value of the shares of RemainCo Common Stock subject to the RemainCo Option (calculated using the Pre-Distribution RemainCo Share Price), as calculated pursuant to the following provisions. The number of shares of RemainCo Common Stock subject to a Post-Distribution RemainCo Option shall be equal to the product of (x) the number of shares of RemainCo Common Stock subject to a RemainCo Option as of the Distribution Date and (y) a fraction, the numerator of which is the Pre-Distribution RemainCo Share Price and the denominator of which is the Post-Distribution RemainCo Share Price, with the resulting number of shares subject to the Post-Distribution RemainCo Option being rounded down to the nearest whole share. Each such Post-Distribution RemainCo Option shall have the same comparative ratio of the exercise price to the Post-Distribution RemainCo Share Price as the exercise price of each RemainCo Option to the Pre-Distribution RemainCo Share Price, provided that the exercise price for the Post-Distribution RemainCo Option shall be rounded up to the nearest whole cent. Except as provided in the foregoing provisions of this Section 3.4(b), Post-Distribution RemainCo Options shall be granted on terms which are in all material respects identical (including with respect to vesting) to the terms of the RemainCo Options which they replace.

(c) Pre-2015 Awards. Each grantee under any of the RemainCo Legacy Equity Plans who holds as of the Distribution Date one or more RemainCo Options that were granted prior to January 1, 2015 shall receive, effective as of the Distribution Date and immediately prior to the Distribution, in substitution for each such RemainCo Option (which shall be cancelled), both a Replacement SpinCo Option with respect to shares of SpinCo Common Stock and a Post-Distribution RemainCo Option with respect to shares of RemainCo Common Stock, with such shares of SpinCo Common Stock and RemainCo Common Stock having an aggregate value (calculated using the Post-Distribution RemainCo Share Price and the Post-Distribution SpinCo Share Price) equal to the value of the shares of RemainCo Common Stock subject to the RemainCo Option (calculated using the Pre-Distribution RemainCo Share Price), as calculated pursuant to the following provisions. In each case, the number of shares of RemainCo Common Stock subject to a Post-Distribution RemainCo Option shall be equal to the product of (x) the number of shares of RemainCo Common Stock subject to a RemainCo Option as of the Distribution Date and (y) a fraction, the numerator of which is the Pre-Distribution RemainCo Share Price and the denominator of which is the sum of (I) the product

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of the Distribution Multiple and the Post-Distribution SpinCo Share Price and (II) the Post-Distribution RemainCo Share Price, with the resulting number of shares subject to the Post-Distribution RemainCo Option being rounded down to the nearest whole share. In each case, the number of shares of SpinCo Common Stock subject to a Replacement SpinCo Option shall be equal to the product of (x) the number of shares of RemainCo Common Stock subject to a RemainCo Option as of the Distribution Date and (y) a fraction, the numerator of which is the Pre-Distribution RemainCo Share Price and the denominator of which is the sum of (I) the quotient obtained by dividing the Post-Distribution RemainCo Share Price by the Distribution Multiple and (II) the Post-Distribution SpinCo Share Price, with the resulting number of shares subject to the Replacement SpinCo Option being rounded down to the nearest whole share. Each of the Replacement SpinCo Options and the Post-Distribution RemainCo Options shall have the same comparative ratio of the exercise price to the Post-Distribution SpinCo Share Price and Post-Distribution RemainCo Share Price, respectively, as the exercise price of the RemainCo Option being replaced to the Pre-Distribution RemainCo Share Price, provided that the exercise price for each Replacement SpinCo Option and each Post-Distribution RemainCo Option shall be rounded up to the nearest whole cent. Replacement SpinCo Options shall not be exercisable until the Registration Statement Effectiveness Date. Except as provided in the foregoing provisions of this Section 3.4(c), Replacement SpinCo Options and Post-Distribution RemainCo Options shall be granted on such terms which are in all material respects identical (including with respect to vesting) to the terms of the RemainCo Options with respect to which they are granted.

(d) Notwithstanding anything to the contrary in this Section 3.4, the exercise price, the number of shares of RemainCo Common Stock and SpinCo Common Stock subject to each Post-Distribution RemainCo Option and Replacement SpinCo Option, and the terms and conditions of exercise of such options shall be determined in a manner consistent with the requirements of Section 409A of the Code. For purposes of Section 409A of the Code, the Pre-Distribution RemainCo Share Price shall be treated as the fair market value of a share of RemainCo Common Stock immediately prior to the substitutions described in this Section 3.4 and the Post-Distribution RemainCo Share Price and the Post-Distribution SpinCo Share Price shall be treated as the fair market value of a share of RemainCo Common Stock and the fair market value of a share of SpinCo Common Stock, respectively, immediately after such substitutions.

Section 3.5 Performance-Based Awards.

(a) Pre-2015 Awards. Each grantee under the RemainCo Legacy Equity Plans who holds, as of the Distribution Date, one or more performance-based equity awards that were granted prior to January 1, 2015 (excluding any mPower Performance RSUs and MEGTEC Performance RSUs) shall receive, effective as of the Distribution Date and immediately prior to the Distribution, as a replacement award in substitution for each such performance-based award (which shall be cancelled), a number of restricted or deferred stock units, as applicable, with respect to and payable in shares of RemainCo Common Stock or (if, but only if, provided for under the terms of the applicable performance-based equity award) cash (“Replacement RemainCo Performance RSUs”) equal to the number of shares of RemainCo Common Stock that would have been earned at target performance for each such performance-based equity award, with the resulting number of Replacement RemainCo Performance RSUs being

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rounded up or down to the nearest whole unit, and shall also receive, effective as of the Distribution Date and immediately prior to the Distribution, a number of restricted or deferred stock units, as applicable, with respect to and payable in shares of SpinCo Common Stock or (if, but only if, provided for under the terms of the applicable performance-based equity award) cash (“Replacement SpinCo Performance RSUs”) equal to the number of shares of SpinCo Common Stock that would have been distributed in the Distribution with respect to the Replacement RemainCo Performance RSUs as if each of such Replacement RemainCo Performance RSUs had been RemainCo Common Stock, with the resulting number of Replacement SpinCo Performance RSUs being rounded up or down to the nearest whole unit. Continued employment conditions applicable to the performance-based equity award will apply to the corresponding Replacement RemainCo Performance RSUs and Replacement SpinCo Performance RSUs.

(b) mPower Performance RSUs. Each grantee under the RemainCo Legacy Equity Plans who holds, as of the Distribution Date, one or more performance-based restricted stock units listed on Schedule 3.5(b) (“mPower Performance RSUs”) shall receive, effective as of the Distribution Date and immediately prior to the Distribution, for each such mPower Performance RSU (in lieu of receiving any SpinCo restricted stock units in connection with such mPower Performance RSUs), a number of additional performance-based restricted stock units with respect to RemainCo Common Stock (the “Additional mPower Performance RSUs”), under one of the RemainCo Legacy Equity Plans. In each case, the number of shares of RemainCo Common Stock subject to an award of Additional mPower Performance RSUs shall be equal to the product of (x) and (y), where (x) is the number of shares of RemainCo Common Stock covered by the original award of mPower Performance RSUs and (y) is equal to (a) the Pre-Distribution RemainCo Share Price minus the Post-Distribution RemainCo Share Price, divided by (b) the Post-Distribution RemainCo Share Price, with the resulting number of shares subject to the Additional mPower Performance RSUs being rounded up or down to the nearest whole share. Except as provided in the foregoing provisions of this Section 3.5(b), Additional mPower Performance RSUs shall be granted on such terms which are in all material respects identical (including with respect to vesting and performance conditions) to the terms of the mPower Performance RSUs with respect to which they are granted.

(c) MEGTEC Performance RSUs. Each grantee under the RemainCo Legacy Equity Plans who holds, as of the Distribution Date, one or more cash-settled performance-based restricted stock units listed on Schedule 3.5(c) (“MEGTEC Performance RSUs”) shall receive, effective as of the Distribution Date and immediately prior to the Distribution, as a replacement award in substitution for each such MEGTEC Performance RSU (which shall be cancelled), a number of cash-settled performance-based restricted stock units with respect to shares of SpinCo Common Stock (“Replacement MEGTEC Performance RSUs”) under the SpinCo New Equity Plan having a value immediately after the Distribution Date equal to the value of the shares of RemainCo Common Stock subject to the MEGTEC Performance RSU (calculated using the Pre-Distribution RemainCo Share Price), as calculated pursuant to the following provisions. In each case, the number of Replacement MEGTEC Performance RSUs shall be equal to (x) divided by (y), where (x) is the Pre-Distribution RemainCo Share Price multiplied by the number of MEGTEC Performance RSUs that are being cancelled and replaced pursuant to this Section 3.5(c), and (y) is the Post-Distribution SpinCo Share Price, with the resulting number of Replacement MEGTEC Performance RSUs being rounded up or

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down to the nearest whole unit. Except as provided in the foregoing provisions of this Section 3.5(c), Replacement MEGTEC Performance RSUs shall be granted on terms which are in all material respects identical (including with respect to vesting and performance conditions) to the terms of the MEGTEC Performance RSUs which they replace.

(d) Notwithstanding the foregoing provisions of this Section 3.5, a performance-based equity award granted under the RemainCo Legacy Equity Plan which is no longer subject to performance conditions as of immediately prior to the Distribution shall be treated as if it were a RemainCo RSU under the applicable provisions of Section 3.3.

Section 3.6 Section 16(b) of the Exchange Act; Code Sections 162(m) and 409A.

(a) By approving the adoption of this Agreement, the respective boards of directors of RemainCo and SpinCo intend to exempt from the short-swing profit recovery provisions of Section 16(b) of the Exchange Act, by reason of the application of Rule 16b-3 thereunder, all acquisitions and dispositions of equity incentive awards by directors and executive officers of each of RemainCo and SpinCo, and the respective boards of directors of RemainCo and SpinCo also intend to expressly approve, in respect of any equity-based award, the use of any method for the payment of an exercise price and the satisfaction of any applicable tax withholding (specifically including the actual or constructive tendering of shares in payment of an exercise price and the withholding of option shares from delivery in satisfaction of applicable tax withholding requirements) to the extent such method is permitted under the applicable equity incentive plan and award agreement.

(b) Notwithstanding anything in this Agreement to the contrary (including the treatment of supplemental and deferred compensation plans, outstanding long-term incentive awards and annual incentive awards as described herein), RemainCo and SpinCo agree to negotiate in good faith regarding the need for any treatment different from that otherwise provided herein to ensure that, to the extent deemed desirable by RemainCo and SpinCo, (i) a federal income tax deduction for the payment of such supplemental or deferred compensation or long-term incentive award, annual incentive award or other compensation is not limited by reason of Code Section 162(m), and (ii) the treatment of such supplemental or deferred compensation or long-term incentive award, annual incentive award or other compensation does not cause the imposition of a tax under Code Section 409A.

Section 3.7 Certain Bonus Payments.

(a) Except to the extent otherwise provided in Section 10.1, annual incentive bonuses in respect of 2015 shall be paid to RemainCo Employees and SpinCo Employees by RemainCo and SpinCo, respectively, at the time such bonuses are normally paid (but no later than March 15, 2016) in accordance with the bonus pools determined by the Compensation Committee of the respective Board of Directors. The annual incentive bonuses in respect of 2015 for RemainCo Employees and SpinCo Employees who were employed by the RemainCo Group during 2015 prior to the Distribution Date shall be bifurcated. Each such individual’s bonus shall be the sum of: (i) the bonus based on the applicable bonus plan provisions, prorated for the period between January 1, 2015 and the Distribution Date, and (ii) the bonus based on the applicable bonus plan provisions, prorated for the period between the day after the Distribution Date and December 31, 2015.

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(b) SpinCo shall assume responsibility for the grant of 2015 bonuses and liability for payment of bonuses to the individuals listed on Schedule 3.7(b) earned under The Babcock & Wilcox Executive Incentive Compensation Plan and The Babcock & Wilcox Company Management Incentive Plan. RemainCo shall maintain liability for payment of bonuses to individuals other than those listed on Schedule 3.7(b) earned under The Babcock & Wilcox Executive Incentive Compensation Plan and The Babcock & Wilcox Company Management Incentive Plan. SpinCo shall assume responsibility for the grant of 2015 bonuses and liability for payment of bonuses to SpinCo Employees earned under the The Babcock & Wilcox Company Salaried Employees Incentive Plan. RemainCo shall maintain liability for payment of bonuses to individuals other than the SpinCo Employees earned under The Babcock & Wilcox Company Salaried Employees Incentive Plan.

Section 3.8 Change in Control.

(a) In the event a change in control (as defined in the applicable equity incentive plan or award agreement) occurs with respect to RemainCo, then (i) any accelerated vesting and/or exercisability applicable to RemainCo Equity Compensation Awards held by RemainCo Employees and RemainCo Legacy Award Holders shall apply to the SpinCo Equity Compensation Awards then held by such individuals, and (ii) all RemainCo Equity Compensation Awards then held by SpinCo Employees and SpinCo Legacy Award Holders shall fully vest (and, to the extent applicable, become exercisable).

(b) In the event a change in control (as defined in the applicable equity incentive plan or award agreement) occurs with respect to SpinCo, then (i) any accelerated vesting and/or exercisability applicable to SpinCo Equity Compensation Awards held by SpinCo Employees and SpinCo Legacy Award Holders shall apply to the RemainCo Equity Compensation Awards then held by such individuals, and (ii) all SpinCo Equity Compensation Awards then held by RemainCo Employees and RemainCo Legacy Award Holders shall fully vest (and, to the extent applicable, become exercisable).

(c) For the avoidance of doubt, this Section 3.8 shall not apply to awards granted under the RemainCo Legacy Equity Plans or SpinCo New Equity Plan after the Distribution Date.

Section 3.9 Conformity with Non-U.S. Laws. Notwithstanding anything to the contrary in this Agreement, (i) to the extent any of the provisions in this Article III (or any equity award described herein) do not conform with applicable non-U.S. laws (including provisions for the collection of withholding taxes), such provisions shall be modified to the extent necessary to conform with such non-U.S. laws in such manner as is equitable and to preserve the intent hereof, as determined by the Parties in good faith, and (ii) the provisions of this Article III may be modified to the extent necessary to avoid undue cost or administrative burden arising out of the application of this Article III to awards subject to non-U.S. laws.

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Section 3.10 Employment Treatment.

(a) Continuous employment with the SpinCo Group and the RemainCo Group following the Distribution Date will be deemed to be continuing service for purposes of vesting and exercisability for the SpinCo Equity Compensation Awards and the RemainCo Equity Compensation Awards. However, in the event that a SpinCo Employee terminates employment after the Distribution Date and becomes employed by the RemainCo Group, for purposes of Article III, the SpinCo Employee will be deemed terminated and the terms and conditions of the applicable performance incentive plan under which grants were made will apply. Similarly, in the event that a RemainCo Employee terminates employment after the Distribution Date and becomes employed by the SpinCo Group, for purposes of Article III, the RemainCo Employee will be deemed terminated and the terms and conditions of the applicable performance incentive plan under which grants were made will apply. In addition, a non-employee member of the Board of Directors of RemainCo or SpinCo will be treated in a similar manner to that described in this Section 3.10.

(b) If, after the Distribution Date, RemainCo or SpinCo identifies an administrative error in the individuals identified as holding RemainCo Equity Compensation Awards and SpinCo Equity Compensation Awards, the amount of such awards so held, the vesting level of such awards, or any other similar error, RemainCo and SpinCo will mutually cooperate in taking such actions as are necessary or appropriate to place, as nearly as reasonably practicable, the individual and RemainCo and SpinCo in the position in which they would have been had the error not occurred.

ARTICLE IV

GENERAL PRINCIPLES FOR ALLOCATION OF LIABILITIES

Section 4.1 General Principles.

(a) (i) Each member of the RemainCo Group and each member of the SpinCo Group shall take any and all reasonable action as shall be necessary or appropriate so that active participation in the RemainCo Pension Plans, RemainCo Thrift Plans, RemainCo Welfare Plans and RemainCo Benefit Arrangements by all SpinCo Employees and Former SpinCo Employees shall terminate in connection with the Distribution as and when provided under this Agreement (or if not specifically provided under this Agreement, as of 11:59 p.m. on the day before the Employee Transfer Date), and each member of the SpinCo Group shall cease to be a participating employer under the terms of such RemainCo Pension Plans, RemainCo Thrift Plans, RemainCo Welfare Plans and RemainCo Benefit Arrangements as of such time.

(ii) Each member of the SpinCo Group and each member of the RemainCo Group shall take any and all reasonable action as shall be necessary or appropriate so that active participation in the SpinCo Pension Plans, SpinCo Thrift Plans, SpinCo Welfare Plans and SpinCo Benefit Arrangements by all RemainCo Employees and Former RemainCo Employees shall terminate in connection with the Distribution as and when provided under this Agreement (or if not specifically provided under this

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Agreement, as of 11:59 p.m. on the day before the Employee Transfer Date), and each member of the RemainCo Group shall cease to be a participating employer under the terms of such SpinCo Pension Plans, SpinCo Thrift Plans, SpinCo Welfare Plans and SpinCo Benefit Arrangements as of such time.

(iii) Except as otherwise provided in this Agreement, one or more members of the SpinCo Group (as designated by SpinCo) shall continue to be responsible for or assume, effective as of the Employee Transfer Date, all employee benefits liabilities for SpinCo Employees and Former SpinCo Employees, and any assets relating to such employee benefits for SpinCo Employees and Former SpinCo Employees shall be transferred to or continue to be held by one or more members of the SpinCo Group (as designated by SpinCo); and one or more members of the RemainCo Group (as designated by RemainCo) shall continue to be responsible for or assume, effective as of the Employee Transfer Date, all employee benefits liabilities for RemainCo Employees and Former RemainCo Employees, and any assets relating to such employee benefits for RemainCo Employees and Former RemainCo Employees shall be transferred to or continue to be held by one or more members of the RemainCo Group (as designated by RemainCo).

(b) Except as otherwise provided in this Agreement, effective as of the Employee Transfer Date, one or more members of the SpinCo Group (as determined by SpinCo) shall assume or continue the sponsorship of, and no member of the RemainCo Group shall have any further liability for or under, the following agreements, obligations and liabilities, and SpinCo shall indemnify each member of the RemainCo Group, and the officers, directors, and employees of each member of the RemainCo Group, and hold them harmless with respect to such agreements, obligations or liabilities:

(i) any and all individual agreements entered into between any member of the RemainCo Group and any SpinCo Employee or Former SpinCo Employee;

(ii) any and all agreements entered into between any member of the RemainCo Group and any individual who is an independent contractor providing services primarily for the business activities of the SpinCo Group;

(iii) any and all wages, salaries, incentive compensation (as the same may be modified by this Agreement), commissions and bonuses payable to any SpinCo Employees or Former SpinCo Employees after the Employee Transfer Date, without regard to when such wages, salaries, incentive compensation, commissions and bonuses are or may have been earned;

(iv) any and all moving expenses and obligations related to relocation, repatriation, transfers or similar items incurred by or owed to any SpinCo Employees or Former SpinCo Employees, whether or not accrued as of the Employee Transfer Date (other than such expenses and obligations incurred by RemainCo prior to the Employee Transfer Date as a result of which there is an existing liability as of the day before the Employee Transfer Date, all of which shall remain RemainCo’s obligation);

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(v) any and all immigration-related, visa, work application or similar rights, obligations and liabilities related to any SpinCo Employees or Former SpinCo Employees; and

(vi) any and all liabilities and obligations whatsoever with respect to claims made by or with respect to any SpinCo Employees or Former SpinCo Employees in connection with any employee benefit plan, program or policy not otherwise retained or assumed by any member of the RemainCo Group pursuant to this Agreement, including such liabilities relating to actions or omissions of or by any member of the SpinCo Group or any officer, director, employee or agent thereof prior to the Employee Transfer Date.

(c) Except as otherwise provided in this Agreement, effective as of the Employee Transfer Date, no member of the SpinCo Group shall have any further liability for, and RemainCo shall indemnify each member of the SpinCo Group, and the officers, directors, and employees of each member of the SpinCo Group, and hold them harmless with respect to any and all liabilities and obligations whatsoever with respect to, claims made by or with respect to any RemainCo Employees or Former RemainCo Employees in connection with any employee benefit plan, program or policy not otherwise retained or assumed by any member of the SpinCo Group pursuant to this Agreement, including such liabilities relating to actions or omissions of or by any member of the RemainCo Group or any officer, director, employee or agent thereof prior to the Employee Transfer Date.

Section 4.2 Sponsorship and/or Establishment of SpinCo Plans. RemainCo Welfare Plans in which both (i) RemainCo Employees or Former RemainCo Employees and (ii) SpinCo Employees or Former SpinCo Employees participate shall be divided into two separate plans, with one covering RemainCo Employees and Former RemainCo Employees sponsored by a member of the RemainCo Group, and the other covering SpinCo Employees and Former SpinCo Employees sponsored by a member of the SpinCo Group.

Section 4.3 Service Credit.

(a) Service for Eligibility and Vesting Purposes. Except as otherwise provided in any other provision of this Agreement, for purposes of eligibility and vesting under the SpinCo Pension Plans, SpinCo Thrift Plans, SpinCo Benefit Arrangements and SpinCo Welfare Plans, SpinCo shall, and shall cause each member of the SpinCo Group to, credit each SpinCo Employee and Former SpinCo Employee with service for any period of employment with any member of the RemainCo Group prior to the Employee Transfer Date to the same extent such service would be credited if it had been performed for a member of the SpinCo Group.

(b) Service for Benefit Purposes. Except as otherwise provided in any other provision of this Agreement, and except to the extent the following would result in a duplication of benefits, (i) for purposes of benefit levels and accruals and benefit commencement entitlements under the SpinCo Pension Plans, SpinCo Thrift Plans and SpinCo Welfare Plans, SpinCo shall, and shall cause each member of the SpinCo Group to, credit each SpinCo Employee and Former SpinCo Employee with service for any period of employment with any member of the RemainCo Group prior to the Employee Transfer Date to the same extent that such service is taken into account pursuant to the terms of the RemainCo Pension

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Plans, RemainCo Thrift Plans and RemainCo Welfare Plans, and (ii) for purposes of benefit levels and accruals and benefit commencement entitlements under the RemainCo Pension Plans, RemainCo Thrift Plans and RemainCo Welfare Plans, RemainCo shall, and shall cause each member of the RemainCo Group to, credit each RemainCo Employee and Former RemainCo Employee with service for any period of employment with any member of the SpinCo Group prior to the Employee Transfer Date to the same extent such service would be credited if it had been performed for a member of the RemainCo Group.

(c) Evidence of Prior Service. Notwithstanding anything to the contrary, but subject to applicable law, upon reasonable request by one Party to the other Party, the first Party will provide to the other Party copies of any records available to the first Party to document such service, plan participation and membership of such Employees and cooperate with the first Party to resolve any discrepancies or obtain any missing data for purposes of determining benefit eligibility, participation, vesting and calculation of benefits with respect to any Employee.

Section 4.4 Plan Administration.

(a) Transition Services. The Parties acknowledge that the RemainCo Group or the SpinCo Group may provide administrative services for certain of the other Party’s benefit programs for a transitional period under the terms of an applicable transition services agreement. The Parties agree to enter into a business associate agreement (if required by applicable health information privacy laws) in connection with such transition services agreement.

(b) Administration. SpinCo shall use its best efforts to, and shall cause each member of the SpinCo Group to use its best efforts to, administer its benefit plans in a manner that does not jeopardize the tax-favored status of the tax-favored benefit plans maintained by any member of the RemainCo Group. RemainCo shall use its best efforts to, and shall cause each member of the RemainCo Group to use its best efforts to, administer its benefit plans in a manner that does not jeopardize the tax-favored status of the tax-favored benefit plans maintained by any member of the SpinCo Group.

(c) Participant Elections and Beneficiary Designations. All participant elections and beneficiary designations made under any plan sponsored by a member of the RemainCo Group or SpinCo Group prior to the effective date as of which assets or liabilities relating to that plan are transferred or allocated to a member of the SpinCo Group or RemainCo Group, as applicable, shall continue in effect under any plan maintained by any member of the SpinCo Group or RemainCo Group, as applicable, to which liabilities are transferred or allocated pursuant to this Agreement until such time as any applicable participant changes his elections or beneficiary designations in accordance with the procedures of the relevant plan, as the case may be, including deferral, investment, and payment form elections, dividend elections, coverage options and levels, beneficiary designations and the rights of alternate payees under qualified domestic relations orders.

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ARTICLE V

PENSION, EXCESS AND SUPPLEMENTAL PLANS

Section 5.1 General Principles. The SpinCo Pension Plans shall continue to be maintained and sponsored by one or more members of the SpinCo Group on and after the Employee Transfer Date, and the RemainCo Pension Plans shall continue to be maintained and sponsored by one or more members of the RemainCo Group on and after the Employee Transfer Date. The RemainCo Group and the SpinCo Group shall each be responsible for the funding of their respective pension plans on and after the Employee Transfer Date.

Section 5.2 U.S. Pension Transfers.

(a) Transfer Date.

(i) SpinCo Commercial Operations Plan. On or prior to the Employee Transfer Date, the SpinCo Commercial Operations Plan shall be amended in order that the SpinCo Commercial Operations Plan will provide to each SpinCo Employee and Former SpinCo Employee who was a participant in the RemainCo Governmental Operations Plan (and each alternate payee or beneficiary of such person) (the “SpinCo U.S. Pension Beneficiaries”) benefits identical to those accrued with respect to such person under the RemainCo Governmental Operations Plan as of the close of business on April 30, 2015 (the “SpinCo Transfer Date”) (the “SpinCo U.S. Transferred Benefit”). A SpinCo U.S. Pension Beneficiary shall not accrue benefits under the RemainCo Governmental Operations Plan after the SpinCo Transfer Date, unless such SpinCo U.S. Pension Beneficiary shall become employed by any member of the RemainCo Group that participates in the RemainCo Governmental Operations Plan on or after the SpinCo Transfer Date.

(ii) RemainCo Governmental Operations Plan. On or prior to the Employee Transfer Date, the RemainCo Governmental Operations Plan shall be amended in order that the RemainCo Governmental Operations Plan will provide to each RemainCo Employee and Former RemainCo Employee (excluding any Grandfathered Foundry Employee) who was a participant in the SpinCo Commercial Operations Plan (and each alternate payee or beneficiary of such person) (the “RemainCo U.S. Pension Beneficiaries”) benefits identical to those accrued with respect to such person under the SpinCo Commercial Operations Plan as of the close of business on April 30, 2015 (the “RemainCo Transfer Date”) (the “RemainCo U.S. Transferred Benefit”). A RemainCo U.S. Pension Beneficiary shall not accrue benefits under the SpinCo Commercial Operations Plan after the RemainCo Transfer Date, unless such RemainCo U.S. Pension Beneficiary shall become employed by any member of the SpinCo Group that participates in the SpinCo Commercial Operations Plan on or after the RemainCo Transfer Date. Each Grandfathered Foundry Employee who is a participant in the SpinCo Commercial Operations Plan as of the RemainCo Transfer Date shall remain a participant in such plan on and after the RemainCo Transfer Date.

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(b) Transfer.

(i) SpinCo Commercial Operations Plan. Following the determination of the SpinCo Transfer Amount (as defined below) by RemainCo, RemainCo shall cause to be transferred from the RemainCo Governmental Operations Plan to the SpinCo Commercial Operations Plan assets having an aggregate Value (as defined below) equal to the SpinCo Transfer Amount. On and before the SpinCo Transfer Date, the RemainCo Governmental Operations Plan shall continue to make the required benefit payments to the SpinCo U.S. Pension Beneficiaries. After the SpinCo Transfer Date, the SpinCo Commercial Operations Plan shall commence making the required benefit payments. Effective as of the SpinCo Transfer Date, the sponsor of the SpinCo Commercial Operations Plan shall assume all liabilities with respect to the benefits previously accrued under the RemainCo Governmental Operations Plan by the SpinCo U.S. Pension Beneficiaries.

(ii) RemainCo Governmental Operations Plan. Following the determination of the RemainCo Transfer Amount (as defined below) by SpinCo, SpinCo shall cause to be transferred from the SpinCo Commercial Operations Plan to the RemainCo Governmental Operations Plan assets having an aggregate Value (as defined below) equal to the RemainCo Transfer Amount. On and before the RemainCo Transfer Date, the SpinCo Commercial Operations Plan shall continue to make the required benefit payments to the RemainCo U.S. Pension Beneficiaries. After the RemainCo Transfer Date, the RemainCo Governmental Operations Plan shall commence making the required benefit payments. Effective as of the RemainCo Transfer Date, the sponsor of the RemainCo Governmental Operations Plan shall assume all liabilities with respect to the benefits previously accrued under the SpinCo Commercial Operations Plan by the RemainCo U.S. Pension Beneficiaries.

(c) Calculation of Transfer Amount.

(i) SpinCo Commercial Operations Plan. Promptly following the SpinCo Transfer Date, the RemainCo Actuary shall determine the SpinCo Transfer Amount. The “SpinCo Transfer Amount” means the amount required to be transferred from the RemainCo Governmental Operations Plan to the SpinCo Commercial Operations Plan in respect of the assumption by the SpinCo Commercial Operations Plan of the SpinCo U.S. Transferred Benefit obligations, as determined in accordance with Code Section 414(l) and the regulations thereunder. Promptly upon determination of the SpinCo Transfer Amount, RemainCo shall cause the RemainCo Actuary to provide to SpinCo a written statement of the SpinCo Transfer Amount, a summary of the calculation of such amount and a written statement that the SpinCo Transfer Amount satisfies the requirements of Code Section 414(l).

(ii) RemainCo Governmental Operations Plan. Promptly following the RemainCo Transfer Date, the SpinCo Actuary shall determine the RemainCo Transfer Amount. The “RemainCo Transfer Amount” means the amount required to be transferred from the SpinCo Commercial Operations Plan to the RemainCo Governmental Operations Plan in respect of the assumption by the RemainCo

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Governmental Operations Plan of the RemainCo U.S. Transferred Benefit obligations, as determined in accordance with Code Section 414(l) and the regulations thereunder. Promptly upon determination of the RemainCo Transfer Amount, SpinCo shall cause the SpinCo Actuary to provide to RemainCo a written statement of the RemainCo Transfer Amount, a summary of the calculation of such amount and a written statement that the RemainCo Transfer Amount satisfies the requirements of Code Section 414(l).

(d) Establishment and Transfer to SpinCo Trust. On May 29, 2015 (the “Initial Trust Transfer Date”), SpinCo shall have established a trust intended to be qualified under Code Section 501(a) (the “SpinCo Master Trust”), and RemainCo shall have caused to be transferred from the RemainCo Master Trust to the SpinCo Master Trust assets having an aggregate Value (as defined below) equal to 95% of the Value of the assets of the SpinCo Commercial Operations Plan, calculated as of April 30, 2015, as determined in good faith by RemainCo (the “Initial Trust Transfer Amount”). Promptly after the Initial Trust Transfer Date: (i) if the aggregate Value of the assets of the SpinCo Commercial Operations Plan, calculated as of the Initial Trust Transfer Date, exceeds the Initial Trust Transfer Amount, RemainCo shall cause to be transferred from the RemainCo Master Trust to the SpinCo Master Trust assets having a Value equal to such excess, and (ii) if the Initial Trust Transfer Amount exceeds the aggregate Value of the assets of the SpinCo Commercial Operations Plan, calculated as of the Initial Trust Transfer Date, SpinCo shall cause to be transferred from the SpinCo Master Trust to the RemainCo Master Trust assets having a Value equal to such excess (the payments described in (i) and (ii), the “True Up Payment”).

(e) Assets and Value.

(i) Assets To Be Transferred. Assets to be transferred under Section 5.2(b) shall be in cash. Assets to be transferred under Section 5.2(d) shall be in kind and/or in cash in a manner that represents, as closely as commercially practical, a pro rata portion of each investment in a publicly traded portfolio or commingled investment fund (other than an investment in a private equity or real estate limited partnership) held by the RemainCo Master Trust or the SpinCo Master Trust, as applicable, as of the date of such transfer, except that reasonable adjustments shall be made where RemainCo (with respect to transfers from the RemainCo Master Trust) or SpinCo (with respect to transfers from the SpinCo Master Trust) determines such transfers cannot reasonably be made due to investment manager account minimums or where other considerations prevent such pro rata transfers or render such pro rata transfers impractical. Assets to be transferred under Section 5.2(f) shall be in cash and/or in kind, as reasonably determined by RemainCo.

(ii) Value. For purposes of this Section 5.2, the “Value” of all pension assets shall be the fair market value of such assets as determined in good faith by the named fiduciary of the RemainCo Master Trust based on the most recent audited account statements provided to such named fiduciary by the trustee of the RemainCo Master Trust, or, in the event of a transfer from the SpinCo Master Trust, as determined in good faith by the named fiduciary of the SpinCo Master Trust based on the most recent audited account statements provided to such named fiduciary by the trustee of the SpinCo Master Trust.

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(f) Post-Transfer Investment Proceeds. Following the date on which assets are transferred from the RemainCo Master Trust to the SpinCo Master Trust in accordance with Section 5.2(d) (the “Trust Transfer Date”), RemainCo shall cause to be transferred from the RemainCo Master Trust to the SpinCo Master Trust a pro rata portion of any investment proceeds received by the RemainCo Master Trust that relate to a period prior to the applicable Trust Transfer Date, according to the proportion of the total amount of assets that were transferred from the RemainCo Master Trust to the SpinCo Master Trust pursuant to Section 5.2(d) to the total amount of assets held by the RemainCo Master Trust prior to any such transfer. This Section 5.2(f) shall not apply to (i) any proceeds or earnings of the RemainCo Master Trust that are taken into account in the calculation of the amount transferred pursuant to Section 5.2(d) or (ii) any proceeds or earnings attributable to an investment that is a private equity or real estate limited partnership.

Section 5.3 Canada Pension Transfer. Effective as of January 1, 2015, SpinCo has established a defined benefit pension plan (the “SpinCo Canada Salaried Pension Plan”) to provide retirement benefits to employees of the SpinCo Group and Former SpinCo Employees as of December 31, 2014 who participated in the RemainCo Canada Salaried Pension Plan prior to January 1, 2015 (and each beneficiary of such person) (the “SpinCo Canada Pension Beneficiaries”). The SpinCo Canada Salaried Pension Plan assumed liability for all benefits accrued with respect to the SpinCo Canada Pension Beneficiaries under the RemainCo Canada Salaried Pension Plan as of December 31, 2014 (the “SpinCo Canada Transferred Benefit”). A SpinCo Canada Pension Beneficiary shall not accrue benefits under the RemainCo Canada Salaried Pension Plan after December 31, 2014. As soon as practicable after regulatory approval has been obtained, RemainCo shall cause to be transferred from the RemainCo Canada Salaried Pension Plan to the SpinCo Canada Salaried Pension Plan assets having an aggregate value equal to the SpinCo Canada Transferred Benefit, as determined in accordance with applicable laws by an actuary appointed by RemainCo.

Section 5.4 Excess and Supplemental Plans.

(a) Excess Plans. The liabilities attributable to RemainCo Employees and Former RemainCo Employees in a SpinCo Excess Plan, if any, shall be assumed by a member of the RemainCo Group which sponsors the RemainCo Excess Plans, and the liabilities attributable to SpinCo Employees and Former SpinCo Employees in a RemainCo Excess Plan, if any, shall be assumed by a member of the SpinCo Group which sponsors a SpinCo Excess Plan, each effective as of the Employee Transfer Date.

(b) Supplemental Plans. On or prior to the Employee Transfer Date, SpinCo shall establish the SpinCo New SERP. The liabilities attributable to SpinCo Employees and Former SpinCo Employees in the RemainCo SERP shall be assumed by a member of the SpinCo Group which sponsors the SpinCo New SERP, effective as of the Employee Transfer Date. Each member of the SpinCo Group shall cease to be a participating employer in the RemainCo SERP, and the SpinCo Employees and the Former SpinCo Employees shall no longer participate in the RemainCo SERP, each effective as of the Employee Transfer Date, unless any such SpinCo Employee or Former SpinCo Employee shall become employed by any member of the RemainCo Group after such date and such member participates in the RemainCo SERP and such employee is eligible for participation therein.

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(c) Restoration Plans. On or prior to the Employee Transfer Date, SpinCo shall establish the SpinCo New Restoration Plan. The liabilities attributable to SpinCo Employees and Former SpinCo Employees in the RemainCo Restoration Plan shall be assumed by a member of the SpinCo Group which sponsors the SpinCo New Restoration Plan, effective as of the Employee Transfer Date. Each member of the SpinCo Group shall cease to be a participating employer in the RemainCo Restoration Plan, and the SpinCo Employees and the Former SpinCo Employees shall no longer participate in the RemainCo Restoration Plan, each effective as of the Employee Transfer Date, unless any such SpinCo Employee or Former SpinCo Employee shall become employed by any member of the RemainCo Group after such date and such member participates in the RemainCo Restoration Plan and such employee is eligible for participation therein.

(d) Supplemental Payment Plans. Effective as of the Employee Transfer Date, SpinCo shall assume the liabilities attributable to SpinCo Employees and Former SpinCo Employees in the RemainCo SPP (such portion of the RemainCo SPP which is assumed and continued by SpinCo, the “SpinCo SPP”). Each member of the SpinCo Group shall cease to be a participating employer in the RemainCo SPP, and the SpinCo Employees and the Former SpinCo Employees shall no longer participate in the RemainCo SPP, each effective as of the Employee Transfer Date.

(e) Liability and Responsibility. SpinCo shall have sole responsibility for the administration of each SpinCo Excess Plan, the SpinCo New SERP, the SpinCo New Restoration Plan and the SpinCo SPP and the payment of benefits thereunder to or on behalf of SpinCo Employees and Former SpinCo Employees, and no member of the RemainCo Group shall have any liability or responsibility therefor. RemainCo shall have sole responsibility for the administration of each RemainCo Excess Plan, the RemainCo SERP, the RemainCo Restoration Plan and the RemainCo SPP and the payment of benefits thereunder to or on behalf of RemainCo Employees and Former RemainCo Employees, and no member of the SpinCo Group shall have any liability or responsibility therefor.

Section 5.5 Group Annuity Contract. RemainCo and SpinCo will cooperate and use their commercially reasonable efforts to replicate the RemainCo Annuity Contract such that all remaining benefits payable thereunder to each Former SpinCo Employee (and each beneficiary or alternate payee of such person) shall be governed under a new annuity contract by and between SpinCo or its Subsidiary and the insurance company effective as of the Employee Transfer Date. In the event it cannot be determined prior to the Employee Transfer Date whether an individual with a remaining benefit under the RemainCo Annuity Contract is a Former SpinCo Employee or beneficiary or alternate payee of such person, on the one hand, or a Former RemainCo Employee or beneficiary or alternate payee of such person, on the other hand, then such individual shall be deemed to be a Former SpinCo Employee for purposes of this Section 5.5.

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ARTICLE VI

THRIFT PLANS

Section 6.1 U.S. Thrift Plans. Prior to the Employee Transfer Date, SpinCo will establish and adopt a qualified employee cash or deferred arrangement under Code Section 401(k) (the “SpinCo U.S. Thrift Plan”) intended to be qualified under Code Section 401(a) and containing provisions that will provide, among other things, (i) benefits for each SpinCo Employee and Former SpinCo Employee who is a participant with a remaining account balance in the RemainCo U.S. Thrift Plan immediately prior to the effective date of the SpinCo U.S. Thrift Plan (and each beneficiary and alternate payee of such person) (the “SpinCo U.S. Thrift Plan Beneficiaries”) identical (except as provided in this Article VI) to those in effect for the SpinCo U.S. Thrift Plan Beneficiaries under the RemainCo U.S. Thrift Plan as of the date of transfer of assets and liabilities with respect to such plan (as described below), and (ii) for each RemainCo Employee or Former RemainCo Employee who has a remaining account balance under the RemainCo U.S. Thrift Plan immediately prior to the Employee Transfer Date (and each beneficiary or alternate payee of such person) (the “RemainCo US. Thrift Plan Beneficiaries”), an account under the SpinCo U.S. Thrift Plan to reflect any shares of SpinCo Common Stock received in the Distribution as a result of such RemainCo U.S. Thrift Plan Beneficiaries’ accounts under the RemainCo U.S. Thrift Plan. Each SpinCo Employee who was an active participant in the RemainCo U.S. Thrift Plan on the day prior to the effective date of the SpinCo U.S. Thrift Plan shall participate in the SpinCo U.S. Thrift Plan effective from and after the effective date of the SpinCo U.S. Thrift Plan. SpinCo Employees and Former SpinCo Employees shall not make or receive additional contributions under the RemainCo U.S. Thrift Plan on and after the effective date of the SpinCo U.S. Thrift Plan, unless any such SpinCo Employee or Former SpinCo Employee shall become employed by any member of the RemainCo Group after such date and such member participates in the RemainCo U.S. Thrift Plan. A RemainCo Employee or Former RemainCo Employee shall not make or receive contributions under the SpinCo U.S. Thrift Plan unless any such RemainCo Employee or Former RemainCo Employee shall become employed by any member of the SpinCo Group on and after the effective date of the SpinCo U.S. Thrift Plan and such member participates in the SpinCo U.S. Thrift Plan. The interest of each SpinCo U.S. Thrift Plan Beneficiary in the RemainCo U.S. Thrift Plan attributable to employer matching contributions as of the day prior to the Employee Transfer Date shall be 100% vested on the Employee Transfer Date. The interest of each RemainCo U.S. Thrift Plan Beneficiary in the SpinCo U.S. Thrift Plan attributable to employer matching contributions as of the Employee Transfer Date shall be 100% vested on the Employee Transfer Date. In the event a participant (other than a SpinCo Employee or RemainCo Employee) or his or her alternate payee or beneficiary has a remaining account balance in the RemainCo U.S. Thrift Plan immediately prior to the effective date of the SpinCo U.S. Thrift Plan and it cannot be determined prior to the effective date of the SpinCo U.S. Thrift Plan whether such participant is a Former SpinCo Employee or a Former RemainCo Employee, such participant shall be deemed to be a Former SpinCo Employee for purposes of this Article VI.

Section 6.2 Treatment of RemainCo Common Stock and SpinCo Common Stock.

(a) SpinCo Common Stock Fund. The SpinCo U.S. Thrift Plan will provide as of the Distribution Date: (i) for the establishment of a SpinCo Common Stock fund; (ii) that such

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SpinCo Common Stock fund shall receive and hold all shares of SpinCo Common Stock to be distributed in the Distribution on behalf of SpinCo U.S. Thrift Plan Beneficiaries and RemainCo U.S. Thrift Plan Beneficiaries; (iii) that, following the Distribution Date, contributions made by or on behalf of SpinCo U.S. Thrift Plan Beneficiaries may be allocated to the SpinCo Common Stock fund; (iv) that the RemainCo U.S. Thrift Plan Beneficiaries will be prohibited from increasing their holdings in the SpinCo Common Stock fund; (v) that the RemainCo U.S. Thrift Plan Beneficiaries may elect to liquidate their holdings in the SpinCo Common Stock fund and invest those monies in any other investment fund offered under the SpinCo U.S. Thrift Plan; and (vi) that the RemainCo U.S. Thrift Plan Beneficiaries may elect to receive their holdings in the SpinCo U.S. Thrift Plan in accordance with the distribution options provided under such plan to terminated employees. Additionally, SpinCo shall cause the SpinCo U.S. Thrift Plan to provide that the RemainCo U.S. Thrift Plan Beneficiaries shall participate in the SpinCo U.S. Thrift Plan in respect of their accounts thereunder; provided, however, the sponsor of the SpinCo U.S. Thrift Plan may in its discretion provide that the SpinCo Common Stock fund shall no longer be offered as an investment alternative under the SpinCo U.S. Thrift Plan.

(b) RemainCo Common Stock Fund. The RemainCo U.S. Thrift Plan shall be amended, on or prior to the Distribution Date, to provide that, following the Distribution: (i) the RemainCo Common Stock fund will hold the assets of the accounts of the SpinCo U.S. Thrift Plan Beneficiaries invested in the RemainCo Common Stock fund; (ii) the SpinCo U.S. Thrift Plan Beneficiaries will be prohibited from increasing their holdings in the RemainCo Common Stock fund; (iii) the SpinCo U.S. Thrift Plan Beneficiaries may elect to liquidate their holdings in the RemainCo Common Stock fund and invest those monies in any other investment fund offered under the RemainCo U.S. Thrift Plan; and (iv) the SpinCo U.S. Thrift Plan Beneficiaries may elect to receive their holdings in the RemainCo U.S. Thrift Plan in accordance with the distribution options available under such plan to terminated employees. RemainCo shall cause the RemainCo U.S. Thrift Plan to provide that SpinCo U.S. Thrift Plan Beneficiaries shall participate in the RemainCo U.S. Thrift Plan in respect of their accounts thereunder; provided, however, the sponsor of the RemainCo U.S. Thrift Plan may in its discretion provide that the RemainCo Common Stock fund shall no longer be offered as an investment alternative under the RemainCo U.S. Thrift Plan.

Section 6.3 U.S. Transfer of Accounts. As of the effective date of the SpinCo U.S. Thrift Plan, RemainCo will cause to be transferred from the trust under the RemainCo U.S. Thrift Plan to the trust under the SpinCo U.S. Thrift Plan the aggregate amount that was credited to the accounts of the SpinCo U.S. Thrift Plan Beneficiaries as of such date, save and except for the portion of the RemainCo Common Stock fund attributable to the accounts of the SpinCo U.S. Thrift Plan Beneficiaries. The transfer shall, to the extent reasonably possible, be an in-kind transfer, subject to the reasonable consent of the trustee of the SpinCo U.S. Thrift Plan trust and shall include the transfer of the aggregate assets held in the accounts relating to each SpinCo U.S. Thrift Plan Beneficiary under the RemainCo U.S. Thrift Plan and any participant loan notes held under such plans. RemainCo shall cause the RemainCo U.S. Thrift Plan to allocate to the SpinCo U.S. Thrift Plan a proportionate share of any forfeiture account under the RemainCo U.S. Thrift Plan.

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Section 6.4 Canada Thrift Plans. Prior to the Employee Transfer Date, SpinCo will establish and adopt a savings arrangement (the “SpinCo Canada Thrift Plan”) that will provide, among other things, benefits and tax treatment for each employee of the SpinCo Group and Former SpinCo Employee who is a participant with a remaining account balance in the RemainCo Canada Thrift Plan immediately prior to the effective date of the SpinCo Canada Thrift Plan (and each beneficiary of such person) (the “SpinCo Canada Thrift Plan Beneficiaries”) identical to those in effect for the SpinCo Canada Thrift Plan Beneficiaries under the RemainCo Canada Thrift Plan as of the date of transfer of assets and liabilities with respect to such plan (as described below). Each employee of the SpinCo Group who was an active participant in the RemainCo Canada Thrift Plan on the day prior to the effective date of the SpinCo Canada Thrift Plan shall participate in the SpinCo Canada Thrift Plan effective from and after the effective date of the SpinCo Canada Thrift Plan. Employees of the SpinCo Group and Former SpinCo Employees shall not make or receive additional contributions under the RemainCo Canada Thrift Plan on and after the effective date of the SpinCo Canada Thrift Plan, unless any such employee of the SpinCo Group or Former SpinCo Employee shall become employed by any member of the RemainCo Group after such date and such member participates in the RemainCo Canada Thrift Plan. A RemainCo Employee or Former RemainCo Employee shall not make or receive contributions under the SpinCo Canada Thrift Plan unless any such RemainCo Employee or Former RemainCo Employee shall become employed by any member of the SpinCo Group on and after the effective date of the SpinCo Canada Thrift Plan and such member participates in the SpinCo Canada Thrift Plan.

Section 6.5 Canada Transfer of Accounts. As of the effective date of the SpinCo Canada Thrift Plan, RemainCo will cause to be transferred from the trust under the RemainCo Canada Thrift Plan to the trust under the SpinCo Canada Thrift Plan the aggregate amount that was credited to the accounts of the SpinCo Canada Thrift Plan Beneficiaries as of such date. The transfer shall, to the extent reasonably possible, be an in-kind transfer, subject to the reasonable consent of the trustee of the SpinCo Canada Thrift Plan trust and shall include the transfer of the aggregate assets held in the accounts relating to each SpinCo Canada Thrift Plan Beneficiary under the RemainCo Canada Thrift Plan.

ARTICLE VII

WELFARE PLANS

Section 7.1 Establishment of SpinCo Welfare Plans.

(a) Except as provided below, the members of the SpinCo Group who had previously adopted a RemainCo Welfare Plan and were participating employers therein on the day before the Employee Transfer Date (“Participating SpinCo Employers”) will, at 11:59 p.m. on that date, withdraw from such participation, and, effective as of the Employee Transfer Date, one or more of the Participating SpinCo Employers has assumed sponsorship, under newly established welfare plans, of the coverage and benefits which were offered under such plans to the SpinCo Employees and the Former SpinCo Employees (and their eligible spouses and dependents as the case may be) of the Participating SpinCo Employers (collectively, the “SpinCo Welfare Plan Participants”). Such coverage and benefits shall then be provided to the SpinCo Welfare Plan Participants on an uninterrupted basis under the newly established

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SpinCo Welfare Plans which shall contain substantially the same benefit provisions as in effect under the corresponding RemainCo Welfare Plan on the day before the Employee Transfer Date. Except as provided below, effective as of the Employee Transfer Date, liabilities relating to the SpinCo Welfare Plan Participants shall be spun off from each RemainCo Welfare Plan and allocated to the corresponding new SpinCo Welfare Plan.

(b) As a result of withdrawal from participation in the RemainCo Welfare Plans by the Participating SpinCo Employers, the SpinCo Welfare Plan Participants ceased to be eligible for coverage under the RemainCo Welfare Plans at 11:59 p.m. on the day before the Employee Transfer Date. SpinCo Welfare Plan Participants shall not participate in any RemainCo Welfare Plans on and after the Employee Transfer Date, unless they shall become employed after such date by any member of the RemainCo Group that participates in such plans and meet the terms and conditions of participation thereunder. RemainCo Employees and Former RemainCo Employees shall not participate in any SpinCo Welfare Plans, unless they shall become employed on and after the Employee Transfer Date by any member of the SpinCo Group that participates in such plans and meet the terms and conditions of participation thereunder.

Section 7.2 Transitional Matters Under SpinCo Welfare Plans.

(a) Treatment of Claims Incurred.

(i) Self-Insured Benefits. SpinCo has assumed and is responsible for the funding of payment for any unpaid covered claim and eligible expense:

(A) incurred by any SpinCo Welfare Plan Participant prior to the Employee Transfer Date under a RemainCo Welfare Plan that is not described in section 7.2(a)(ii) below, to the extent such participant has coverage under such plan as, or through, an employee or former employee of a Participating SpinCo Employer on the date such claim or expense is incurred; or

(B) incurred by any SpinCo Employee or Former SpinCo Employee prior to the Employee Transfer Date under a RemainCo Benefit Arrangement that is not described in section 7.2(a)(ii) below. No member of the RemainCo Group shall be responsible for any liability with respect to any such claims or expenses.

(ii) Insured Benefits. With respect to benefits that, prior to the Employee Transfer Date, were provided for under the RemainCo Welfare Plans through the purchase of insurance, RemainCo shall cause the RemainCo Welfare Plans to fully perform, pay and discharge all claims of SpinCo Welfare Plan Participants that were incurred prior to the Employee Transfer Date.

(iii) Claims Incurred. For purposes of this Section 7.2(a), a claim or liability is deemed to be incurred (A) with respect to medical, dental, vision and/or prescription drug benefits, upon the rendering of health services giving rise to such claim or liability; (B) with respect to life insurance, accidental death and dismemberment and business travel accident insurance, upon the occurrence of the event giving rise to such claim or liability; (C) with respect to long-term disability benefits, upon the date of an individual’s

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disability, as determined by the disability benefit insurance carrier or claim administrator, giving rise to such claim or liability; and (D) with respect to a period of continuous hospitalization, upon the date of admission to the hospital, unless otherwise provided under the terms of the applicable RemainCo Welfare Plan or RemainCo Benefit Arrangement.

(b) Credit for Deductibles and Other Limits. With respect to each SpinCo Welfare Plan Participant, the SpinCo Welfare Plans will give credit in plan year 2015 for any amount paid, number of services obtained or visits provided under the comparable type RemainCo Welfare Plan by such SpinCo Welfare Plan Participant in plan year 2015 toward deductibles, out-of-pocket maximums, limits on number of services or visits, or other similar limitations to the extent such amounts are taken into account under the comparable type RemainCo Welfare Plan. For purposes of any life-time maximum benefit limit payable to a SpinCo Welfare Plan Participant under any SpinCo Welfare Plan, the SpinCo Welfare Plans will recognize any expenses paid or reimbursed by a RemainCo Welfare Plan with respect to such participant prior to the Employee Transfer Date to the same extent such expense payments or reimbursements would be recognized in respect of an active plan participant under that RemainCo Welfare Plan.

(c) COBRA. Effective as of the Employee Transfer Date, SpinCo has assumed and will satisfy all requirements under COBRA with respect to all SpinCo Employees and Former SpinCo Employees and their qualified beneficiaries, including for individuals who are already receiving benefits as of such date under COBRA.

Section 7.3 VEBA. As of the Employee Transfer Date, RemainCo or a member of the RemainCo Group shall continue as settlor and sponsor of each Code Section 501(c)(9) trust (“VEBA”) that holds the plan assets of a RemainCo Welfare Plan.

Section 7.4 Continuity of Benefits, Benefit Elections and Beneficiary Designations.

(a) Benefit Elections and Designations. As of the Employee Transfer Date (or such other date provided for under subsection 7.4(b)), SpinCo has caused the SpinCo Welfare Plans to recognize and give effect to all elections and designations (including all coverage and contribution elections and beneficiary designations) made by each SpinCo Welfare Plan Participant under, or with respect to, the corresponding RemainCo Welfare Plan for plan year 2015.

(b) Additional Details Regarding Flexible Spending Accounts. To the extent any SpinCo Welfare Plan provides or constitutes a health care flexible spending account or dependent care flexible spending account (each a “SpinCo FSA”), such SpinCo Welfare Plan shall be effective as of January 1, 2015 rather than the Employee Transfer Date. It is the intention of the Parties that all activity under a SpinCo Welfare Plan Participant’s flexible spending account with RemainCo for plan year 2015 be treated instead as activity under the corresponding SpinCo FSA. Accordingly, (i) any period of participation by a SpinCo Welfare Plan Participant in a RemainCo flexible spending account during plan year 2015 (the “Participation Period”) will be deemed a period when the SpinCo Welfare Plan Participant participated in the corresponding SpinCo FSA; (ii) all expenses incurred during a Participation

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Period will be deemed incurred while the participant’s coverage was in effect under the corresponding SpinCo FSA; and (iii) all elections and reimbursements made with respect to a Participation Period under a RemainCo flexible spending account will be deemed to have been made with respect to the corresponding SpinCo FSA.

(c) Employer Non-elective Contributions. As of the Employee Transfer Date, SpinCo has caused any SpinCo Welfare Plan that constitutes a cafeteria plan under Section 125 of the Code to recognize and give effect to all non-elective employer contributions payable and paid toward coverage of a SpinCo Welfare Plan Participant under the corresponding RemainCo Welfare Plan that is a cafeteria plan under Section 125 of the Code for the applicable cafeteria plan year.

Section 7.5 Insurance Contracts. To the extent any RemainCo Welfare Plan is funded through the purchase of an insurance contract or is subject to any stop loss contract, RemainCo and SpinCo will cooperate and use their commercially reasonable efforts to replicate such insurance contracts for SpinCo (except to the extent changes are required under applicable state insurance laws) and to maintain any pricing discounts or other preferential terms for both RemainCo and SpinCo for a reasonable term. Neither Party shall be liable for failure to obtain such pricing discounts or other preferential terms for the other Party. Each Party shall be responsible for any additional premiums, charges or administrative fees that such Party may incur pursuant to this Section 7.5.

Section 7.6 Third-Party Vendors. Except as provided below, to the extent any RemainCo Welfare Plan is administered by a third-party vendor, RemainCo and SpinCo will cooperate and use their commercially reasonable efforts to replicate any contract with such third-party vendor for SpinCo and to maintain any pricing discounts or other preferential terms for both RemainCo and SpinCo for a reasonable term. Neither Party shall be liable for failure to obtain such pricing discounts or other preferential terms for the other Party. Each Party shall be responsible for any additional premiums, charges or administrative fees that such Party may incur pursuant to this Section 7.6.

Section 7.7 Claims Experience. Notwithstanding the foregoing, RemainCo and SpinCo shall use commercially reasonable efforts to ensure that any claims experience under the RemainCo Welfare Plans attributable to SpinCo Welfare Beneficiaries shall be available to the SpinCo Welfare Plans, as permitted by any applicable privacy protection laws or regulations or Privacy Contracts.

Section 7.8 Allocation of Demutualization Proceeds. To the extent demutualization or similar proceeds were paid or credited to the RemainCo Group or a RemainCo Welfare Plan prior to the Employee Transfer Date with respect to an insurance contract that funded a RemainCo Welfare Plan covering SpinCo Welfare Plan Participants and such proceeds remain unallocated as of the Employee Transfer Date, RemainCo shall transfer to SpinCo as soon as practicable following the Employee Transfer Date a pro rata portion of such proceeds, according to the proportion of the total number of SpinCo Employees and Former SpinCo Employees participating in such plan as of the day before the Employee Transfer Date to the total number of employees participating in such plan as of the day before the Employee Transfer Date.

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Section 7.9 Grandfathered Foundry Employees. Each Grandfathered Foundry Employee shall be deemed to be a Former SpinCo Employee for purposes of this Article VII; provided, however, that on and after the Employee Transfer Date RemainCo shall continue to be responsible for providing pre-age 65 post-retirement medical and life insurance to each Grandfathered Foundry Employee who is eligible for such coverage under a RemainCo Welfare Plan as of immediately prior to the Employee Transfer Date until the earlier of (a) the last day of the month in which such employee attains age 65 and (b) such other date as the employee ceases to be eligible for such coverage. SpinCo shall have the obligation to provide post-retirement medical and life insurance to each Grandfathered Foundry Employee who is eligible for such coverage commencing with the first of the month following such employee’s attainment of age 65. Notwithstanding the foregoing, nothing in this Agreement shall constitute an acknowledgment by RemainCo or SpinCo that either is obligated to continue to provide any level of post-retirement medical or life benefits for any period of time.

ARTICLE VIII

BENEFIT ARRANGEMENTS

Except as otherwise provided under this Agreement, effective as of the Employee Transfer Date, SpinCo Employees and Former SpinCo Employees are no longer eligible to participate in any RemainCo Benefit Arrangement.

ARTICLE IX

WORKERS’ COMPENSATION AND UNEMPLOYMENT COMPENSATION

Section 9.1 General Principles. Subject to Section 9.2, effective as of the Employee Transfer Date, (a) SpinCo shall have (and, to the extent it has not previously had such obligations, assume) the obligations for all claims and liabilities relating to workers’ compensation and unemployment compensation benefits for all SpinCo Employees and Former SpinCo Employees and (b) RemainCo shall have (and, to the extent it has not previously had such obligations, assume) the obligations for all claims and liabilities relating to workers’ compensation and unemployment compensation benefits for all RemainCo Employees and Former RemainCo Employees.

Section 9.2 Crossover Claims. Section 9.1 shall not apply to a workers’ compensation claim of a SpinCo Employee, Former SpinCo Employee, RemainCo Employee or Former RemainCo Employee attributable to or arising in connection with work or services by such employee or former employee prior to the Employee Transfer Date and which (a) arises in connection with (i) both (x) work or services performed for the RemainCo Business and (y) work or services performed for the SpinCo Business or (ii) work or services performed for both the RemainCo Business and the SpinCo Business, (b) arises in connection with work or services performed by a SpinCo Employee or Former SpinCo Employee on behalf of a member of the RemainCo Group in the normal course of such employee’s duties, or (c) arises in connection with work or services performed by a RemainCo Employee or Former RemainCo Employee on behalf of a member of the SpinCo Group in the normal course of such employee’s duties (any such claim in (a), (b) or (c), a “Crossover Claim”). With respect to any Crossover Claim,

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effective as of the Employee Transfer Date, (i) SpinCo shall have (and, to the extent it has not previously had such obligations, assume) the obligations for all Crossover Claims for which the last injurious exposure occurred at a location owned or operated by a SpinCo Entity, and (ii) RemainCo shall have (and, to the extent it has not previously had such obligations, assume) the obligations for all Crossover Claims for which the last injurious exposure occurred at a location owned or operated by a RemainCo Entity. In the event that ownership or operation of such a location is not known with respect to a Crossover Claim, responsibility for the claim will be allocated to SpinCo if the employee was employed by a SpinCo Entity at the time of last injurious exposure and to RemainCo if the employee was employed by a RemainCo Entity at the time of last injurious exposure.

Section 9.3 Additional Details. SpinCo and RemainCo shall use commercially reasonable efforts to provide that workers’ compensation and unemployment insurance costs are not adversely affected for either of them by reason of the Distribution. For the avoidance of doubt, the obligations for a workers’ compensation claim will be allocated between the Parties in accordance with Section 9.1 or 9.2, as applicable, even if the claim is registered or becomes registered by the state workers’ compensation authority in the name of a Party (or the Affiliate of a Party) other than the Party to which the claim is allocated in accordance with Section 9.1 or 9.2, as applicable. The Party to which a workers’ compensation claim is allocated pursuant to Sections 9.1 and 9.2 shall be responsible for all related costs and expenses, including compensation payments, medical payments, Disabled Workers’ Relief Fund payments, self-insured assessments, legal fees and expenses, administration costs and expenses, and violations of specific safety requirement assessments/fines.

Section 9.4 Ohio Guarantees. RemainCo shall indemnify, defend and hold harmless SpinCo and each member of the SpinCo Group and their respective Affiliates, successors and assigns from and against any and all losses of such Persons relating to any liability arising from a SpinCo Ohio Guarantee as a result of any workers’ compensation claim allocated to RemainCo pursuant to Section 9.1 or 9.2, as applicable. SpinCo shall indemnify, defend and hold harmless RemainCo, each member of the RemainCo Group and their respective Affiliates, successors and assigns from and against any and all losses of such Persons relating to any liability arising from a RemainCo Ohio Guarantee as a result of any workers’ compensation claim allocated to SpinCo pursuant to Section 9.1 or 9.2, as applicable.

ARTICLE X

RETENTION, SEVERANCE AND OTHER MATTERS

Section 10.1 Retention Agreements.

(a) SpinCo Obligations. Effective as of the Employee Transfer Date, RemainCo hereby assigns to SpinCo, and SpinCo hereby accepts such assignment and assumes, RemainCo’s rights and obligations arising under the retention, severance and/or employment agreements described in Schedule 10.1(a), and SpinCo agrees to honor the terms and conditions of those agreements applicable to SpinCo as a successor under the terms of such agreements. Except for SpinCo’s assumption of the retention, severance and/or employment agreements as described above, the terms of the retention agreements shall in all other respects

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be unaffected. The Parties agree that the SpinCo Employees who are covered by retention, severance and/or employment agreements described above are express beneficiaries of this Section 10.1(a).

(b) RemainCo Obligations. RemainCo shall continue to be responsible for and remain obligated under the retention, severance and/or employment agreements described in Schedule 10.1(b) and agrees to honor the terms and conditions of those agreements.

(c) Additional Obligations. SpinCo and RemainCo shall each be solely responsible for any other retention arrangements entered into by any member of the SpinCo Group or any member of the RemainCo Group, respectively, and that are not otherwise allocated by this Agreement to a member of either the RemainCo Group or the SpinCo Group.

(d) Effect on Equity Awards. Notwithstanding any provision of this Article X, and except as otherwise provided in Article III, RemainCo shall remain responsible for administering and settling the RemainCo Equity Compensation Awards, and SpinCo shall remain responsible for administering and settling the SpinCo Equity Compensation Awards. Any provision in a retention agreement described in Schedule 10.1(a) or 10.1(b) which provides for the accelerated vesting of equity awards shall apply in accordance with its terms to RemainCo Equity Compensation Awards and SpinCo Equity Compensation Awards on and after the Employee Transfer Date.

Section 10.2 Severance.

(a) Except as otherwise provided in this Agreement, on and after the Employee Transfer Date, RemainCo shall have no liability or obligation under any RemainCo severance plan or policy with respect to SpinCo Employees or Former SpinCo Employees.

(b) Except as otherwise provided in this Agreement, effective on and after the Employee Transfer Date, SpinCo shall assume and shall be responsible for administering all payments and benefits under the applicable RemainCo severance policies or any termination agreements with Former SpinCo Employees whose employment terminated prior to the Employee Transfer Date for an eligible reason under such policies or in accordance with such agreements.

Section 10.3 Accrued Time Off. SpinCo shall recognize and assume all liability for all vacation, holiday, sick leave, flex days, personal days and paid-time off with respect to SpinCo Employees, and SpinCo shall credit each SpinCo Employee with such accrual effective as of the Employee Transfer Date.

Section 10.4 Leaves of Absence. SpinCo will continue to apply the appropriate leave of absence policies applicable to inactive SpinCo Employees who are on an approved leave of absence as of the Employee Transfer Date. Leaves of absence taken by SpinCo Employees prior to the Employee Transfer Date shall be deemed to have been taken as employees of a member of the SpinCo Group.

Section 10.5 Collective Bargaining Agreements. The RemainCo Group shall have no further liability for all collective bargaining agreements, collective agreements, multiemployer

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plans, pension and welfare plans and arrangements and trade union or works council agreements entered into with any member of the RemainCo Group, in each case with respect to any union, works council or other body representing only SpinCo Employees and/or Former SpinCo Employees.

Section 10.6 Director Programs. RemainCo shall retain responsibility for the payment of any fees payable in respect of service on the RemainCo Board of Directors that are payable but not yet paid as of the Employee Transfer Date, and SpinCo shall not have any responsibility for any such payments.

Section 10.7 Restrictive Covenants in Employment and Other Agreements.

(a) To the fullest extent permitted by the agreements described in this Section 10.7(a) and applicable law, RemainCo hereby assigns, or shall cause a member of the RemainCo Group to assign, to SpinCo or a member of the SpinCo Group, as designated by SpinCo, all agreements containing restrictive covenants (including confidentiality and non-competition provisions) between a member of the RemainCo Group and a SpinCo Employee or Former SpinCo Employee, with such assignment effective as of the Employee Transfer Date. To the extent that assignment of such agreements is not permitted, effective as of the Employee Transfer Date, each member of the SpinCo Group shall be considered to be a successor to each member of the RemainCo Group for purposes of, and a third-party beneficiary with respect to, all agreements containing restrictive covenants (including confidentiality and non-competition provisions) between a member of the RemainCo Group and a SpinCo Employee or Former SpinCo Employee whom SpinCo reasonably determines have substantial knowledge of the business activities of the SpinCo Group, such that each member of the SpinCo Group shall enjoy all the rights and benefits under such agreements (including rights and benefits as a third-party beneficiary), with respect to the business operations of the SpinCo Group; provided, however, that in no event shall RemainCo be permitted to enforce such restrictive covenant agreements against SpinCo Employees or Former SpinCo Employees for action taken in their capacity as employees of a member of the SpinCo Group.

(b) To the fullest extent permitted by the agreements described in this Section 10.7(b) and applicable law, SpinCo hereby assigns, or shall cause a member of the SpinCo Group to assign, to RemainCo or a member of the RemainCo Group, as designated by RemainCo, all agreements containing restrictive covenants (including confidentiality and non-competition provisions) between a member of the SpinCo Group and a RemainCo Employee or Former RemainCo Employee, with such assignment effective as of the Employee Transfer Date. To the extent that assignment of such agreements is not permitted, effective as of the Employee Transfer Date, each member of the RemainCo Group shall be considered to be a successor to each member of the SpinCo Group for purposes of, and a third-party beneficiary with respect to, all agreements containing restrictive covenants (including confidentiality and non-competition provisions) between a member of the SpinCo Group and a RemainCo Employee or Former RemainCo Employee whom RemainCo reasonably determines have substantial knowledge of the business activities of the RemainCo Group, such that RemainCo and each member of the RemainCo Group shall enjoy all the rights and benefits under such agreements (including rights and benefits as a third-party beneficiary), with respect to the business operations of the RemainCo Group; provided, however, that in no event shall SpinCo

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be permitted to enforce such restrictive covenant agreements against RemainCo Employees or Former RemainCo Employees for action taken in their capacity as employees of a member of the RemainCo Group.

Section 10.8 Non-Solicitation.

(a) During the 18 month period commencing on the Distribution Date, RemainCo will not, directly or indirectly, on its own behalf or in conjunction with any person or legal entity, recruit, solicit, or induce, or attempt to recruit, solicit or induce, any employee of the SpinCo Group to terminate his or her employment relationship with the SpinCo Group. The foregoing restriction does not include the placement of general advertisements for employment with the RemainCo Group in the same types of print or electronic publications used by the RemainCo Group to advertise for employment prior to the Distribution Date and consistent with RemainCo Group practice prior to the Distribution Date. RemainCo will advise any third parties recruiting on RemainCo’s behalf of the obligation set forth in this Section 10.8 and will direct those third parties to comply with that obligation.

(b) During the 18 month period commencing on the Distribution Date, SpinCo will not, directly or indirectly, on its own behalf or in conjunction with any person or legal entity, recruit, solicit, or induce, or attempt to recruit, solicit or induce, any employee of the RemainCo Group to terminate their employment relationship with the RemainCo Group. The foregoing restriction does not include the placement of general advertisements for employment with the SpinCo Group in the same types of print or electronic publications used by the SpinCo Group to advertise for employment prior to the Distribution Date and consistent with SpinCo Group practice prior to the Distribution Date. SpinCo will advise any third parties recruiting on SpinCo’s behalf of the obligation set forth in this Section 10.8 and will direct those third parties to comply with that obligation.

ARTICLE XI

GENERAL PROVISIONS

Section 11.1 Preservation of Rights to Amend. The rights of each member of the RemainCo Group and each member of the SpinCo Group to amend, waive, or terminate any plan, arrangement, agreement, program, or policy referred to herein shall not be limited in any way by this Agreement.

Section 11.2 Confidentiality. Each Party agrees that any information conveyed or otherwise received by or on behalf of a Party in conjunction herewith that is not otherwise public through no fault of such Party is confidential and is subject to the terms of the confidentiality provisions set forth in the Master Separation Agreement.

Section 11.3 Administrative Complaints/Litigation.

(a) Except as otherwise provided in this Agreement, on and after the Employee Transfer Date, SpinCo shall assume, and be solely liable for, the handling, administration, investigation and defense of actions, including ERISA, occupational safety and health, employment standards, union grievances, wrongful dismissal, discrimination or human rights

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and unemployment compensation claims asserted at any time against RemainCo or any member of the RemainCo Group by any SpinCo Employee or Former SpinCo Employee (including any dependent or beneficiary of any such Employee) or any other person, to the extent such actions or claims arise out of or relate to employment or the provision of services (whether as an employee, contractor, consultant or otherwise) to or with respect to the business activities of any member of the SpinCo Group, whether or not such employment or services were performed before or after the Distribution.

(b) Except as otherwise provided in this Agreement, on and after the Employee Transfer Date, RemainCo shall assume, and be solely liable for, the handling, administration, investigation and defense of actions, including ERISA, occupational safety and health, employment standards, union grievances, wrongful dismissal, discrimination or human rights and unemployment compensation claims asserted at any time against SpinCo or any member of the SpinCo Group by any RemainCo Employee or Former RemainCo Employee (including any dependent or beneficiary of any such Employee) or any other person, to the extent such actions or claims arise out of or relate to employment or the provision of services (whether as an employee, contractor, consultant or otherwise) to or with respect to the business activities of any member of the RemainCo Group, whether or not such employment or services were performed before or after the Distribution.

(c) To the extent that any legal action relates to a putative or certified class of plaintiffs, which includes both RemainCo Employees (or Former RemainCo Employees) and SpinCo Employees (or Former SpinCo Employees) and such action involves employment or benefit plan related claims, reasonable costs and expenses incurred by the Parties in responding to such legal action shall be allocated among the Parties equitably in proportion to a reasonable assessment of the relative proportion of Employees included in or represented by the putative or certified plaintiff class. The procedures contained in the indemnification and related litigation cooperation provisions of the Master Separation Agreement shall apply with respect to each Party’s indemnification obligations under this Section 11.3.

Section 11.4 Reimbursement and Indemnification. RemainCo and SpinCo hereto agrees to reimburse the other Party, within 60 days of receipt from the other Party of reasonable verification, for all costs and expenses which the other Party may incur on its behalf as a result of any of the respective RemainCo and SpinCo Welfare Plans, Pension Plans, Thrift Plans and Benefit Arrangements and, as contemplated by Section 10.2, any termination or severance payments or benefits. All liabilities retained, assumed or indemnified against by SpinCo pursuant to this Agreement, and all liabilities retained, assumed or indemnified against by RemainCo pursuant to this Agreement, shall in each case be subject to the indemnification provisions of the Master Separation Agreement. Notwithstanding anything to the contrary, (i) no provision of this Agreement shall require any member of the SpinCo Group to pay or reimburse to any member of the RemainCo Group any benefit-related cost item that a member of the SpinCo Group has previously paid or reimbursed to any member of the RemainCo Group; and (ii) no provision of this Agreement shall require any member of the RemainCo Group to pay or reimburse to any member of the SpinCo Group any benefit-related cost item that a member of the RemainCo Group has previously paid or reimbursed to any member of the SpinCo Group.

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Section 11.5 Costs of Compliance with Agreement. Except as otherwise provided in this Agreement or any other Ancillary Agreement, each Party shall pay its own expenses in fulfilling its obligations under this Agreement.

Section 11.6 Fiduciary Matters. RemainCo and SpinCo each acknowledge that actions required to be taken pursuant to this Agreement may be subject to fiduciary duties or standards of conduct under ERISA or other applicable law, and no Party shall be deemed to be in violation of this Agreement if it fails to comply with any provisions hereof based upon its good faith determination (as supported by advice from counsel experienced in such matters) that to do so would violate such a fiduciary duty or standard. Each Party shall be responsible for taking such actions as are deemed necessary and appropriate to comply with its own fiduciary responsibilities and shall fully release and indemnify the other Party for any liabilities caused by the failure to satisfy any such responsibility.

Section 11.7 Form S-8. Before the Distribution or as soon as reasonably practicable thereafter and subject to applicable law, SpinCo shall prepare and file with the SEC a registration statement on Form S–8 (or another appropriate form) registering under the Securities Act of 1933 the offering of a number of shares of SpinCo Common Stock at a minimum equal to the number of shares subject to the Replacement SpinCo Options, the Replacement SpinCo RSUs, the Additional SpinCo RSUs, the Additional SpinCo RSAs, the Replacement SpinCo Performance RSUs, and the Replacement MEGTEC Performance RSUs. SpinCo shall use commercially reasonable efforts to cause any such registration statement to be kept effective (and the current status of the prospectus or prospectuses required thereby shall be maintained) as long as any Replacement SpinCo Options, Replacement SpinCo RSUs, Additional SpinCo RSUs, Additional SpinCo RSAs, Replacement SpinCo Performance RSUs or Replacement MEGTEC Performance RSUs may remain outstanding.

Section 11.8 Entire Agreement. This Agreement, together with the documents referenced herein (including the Master Separation Agreement, the Ancillary Agreements and the plans and agreements referenced herein), constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior written and oral and all contemporaneous oral agreements and understandings with respect to the subject matter hereof. To the extent any provision of this Agreement conflicts with the provisions of the Master Separation Agreement, the provisions of this Agreement shall be deemed to control with respect to the subject matter hereof.

Section 11.9 Binding Effect; No Third-Party Beneficiaries; Assignment. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. Except as otherwise expressly provided in Section 10.1(a), this Agreement is solely for the benefit of the Parties and should not be deemed to confer upon any third parties any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement. Nothing in this Agreement is intended to amend any employee benefit plan or affect the applicable plan sponsor’s right to amend or terminate any employee benefit plan pursuant to the terms of such plan. Except as otherwise provided in Section 10.1(a), the provisions of this Agreement are solely for the benefit of the Parties, and no current or former Employee, officer, director or independent contractor or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement. This Agreement may not be assigned by any Party, except with the prior written consent of the other Party.

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Section 11.10 Amendment. No change or amendment may be made to this Agreement except by an instrument in writing signed on behalf of both of the Parties.

Section 11.11 Failure or Indulgence Not Waiver; Remedies Cumulative. No failure or delay on the part of either Party in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty, covenant or agreement contained herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement or the Schedules attached hereto are cumulative to, and not exclusive of, any rights or remedies otherwise available.

Section 11.12 Notices. Unless otherwise expressly provided herein, all notices, claims, certificates, requests, demands and other communications hereunder shall be in writing and shall be deemed to be duly given: (i) when personally delivered, (ii) if mailed by registered or certified mail, postage prepaid, return receipt requested, on the date the return receipt is executed or the letter is refused by the addressee or its agent, (iii) if sent by overnight courier which delivers only upon the executed receipt of the addressee, on the date the receipt acknowledgment is executed or refused by the addressee or its agent, or (iv) if sent by facsimile or electronic mail, on the date confirmation of transmission is received (provided that a copy of any notice delivered pursuant to this clause (iv) shall also be sent pursuant to clause (i), (ii) or (iii)), addressed to the attention of the addressee’s General Counsel at the address of its principal executive office or to such other address or facsimile number for a Party as it shall have specified by like notice.

Section 11.13 Counterparts. This Agreement, including the Schedules hereto and the other documents referred to herein, may be executed in multiple counterparts, each of which when executed shall be deemed to be an original but all of which together shall constitute one and the same agreement.

Section 11.14 Severability. If any term or other provision of this Agreement or the Schedules attached hereto is determined by a nonappealable decision by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the court, administrative agency or arbitrator shall interpret this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the fullest extent possible. If any sentence in this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

Section 11.15 Governing Law. To the extent not preempted by applicable federal law, this Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of Delaware, without regard to any conflicts of law provisions thereof that would result in the application of the laws of any other jurisdiction.

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Section 11.16 Performance. Each of RemainCo and SpinCo shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any member of the RemainCo Group and any member of the SpinCo Group, respectively. The Parties each agree to take such further actions and to execute, acknowledge and deliver, or to cause to be executed, acknowledged and delivered, all such further documents as are reasonably requested by the other for carrying out the purposes of this Agreement or of any document delivered pursuant to this Agreement.

Section 11.17 Construction. This Agreement shall be construed as if jointly drafted by the Parties and no rule of construction or strict interpretation shall be applied against any Party.

Section 11.18 Effect if Distribution Does Not Occur. Notwithstanding anything in this Agreement to the contrary, if the Master Separation Agreement is terminated prior to the Distribution Date, this Agreement shall be of no further force and effect.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in their names by a duly authorized officer as of the date first written above.

THE BABCOCK & WILCOX COMPANY
By:
	Name:
	Title:
BABCOCK & WILCOX ENTERPRISES, INC.
By:
	Name:
	Title:

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

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EX-10.3

Exhibit 10.3

FORM OF

TRANSITION SERVICES AGREEMENT

between

THE BABCOCK & WILCOX COMPANY

(as service provider)

and

BABCOCK & WILCOX ENTERPRISES, INC.

(as service receiver)

Dated [            ], 2015

TABLE OF CONTENTS

			Page
ARTICLE I	DEFINITIONS			1
Section 1.1		Definitions		1
ARTICLE II	SERVICES			2
Section 2.1		Services		2
Section 2.2		Service Coordinators		3
Section 2.3		Additional Services		3
Section 2.4		Third Party Services		3
Section 2.5		Standard of Performance; Limitation of Liability		4
Section 2.6		Service Boundaries and Scope		5
Section 2.7		Cooperation		5
Section 2.8		Transitional Nature of Services; Changes		6
Section 2.9		Access		6
ARTICLE III	SERVICE CHARGES			6
Section 3.1		Compensation		6
ARTICLE IV	PAYMENT			6
Section 4.1		Payment		6
Section 4.2		Payment Disputes		7
Section 4.3		Review of Charges; Error Correction		7
Section 4.4		Taxes		7
Section 4.5		Records		8
ARTICLE V	TERM			8
Section 5.1		Term		8
ARTICLE VI	DISCONTINUATION OF SERVICES			8
Section 6.1		Discontinuation of Services		8
Section 6.2		Procedures Upon Discontinuation or Termination of Services		9
ARTICLE VII	DEFAULT			9
Section 7.1		Termination for Default		9
ARTICLE VIII	INDEMNIFICATION AND WAIVER			9
Section 8.1		Waiver of Consequential Damages		9
Section 8.2		Services Received		10
Section 8.3		Express Negligence		11

-i-

TABLE OF CONTENTS

(continued)

			Page
ARTICLE IX	CONFIDENTIALITY			11
Section 9.1		Confidentiality		11
Section 9.2		System Security		11
ARTICLE X	FORCE MAJEURE			12
Section 10.1		Performance Excused		12
Section 10.2		Notice		12
Section 10.3		Cooperation		12
ARTICLE XI	MISCELLANEOUS			12
Section 11.1		Entire Agreement		12
Section 11.2		Binding Effect; No Third-Party Beneficiaries; Assignment		13
Section 11.3		Amendment; Waivers		13
Section 11.4		Notices		13
Section 11.5		Counterparts		13
Section 11.6		Severability		13
Section 11.7		Governing Law		14
Section 11.8		Performance		14
Section 11.9		Relationship of Parties		14
Section 11.10		Regulations		14
Section 11.11		Construction		14
Section 11.12		Effect if Separation does not Occur		15

-ii-

Schedules

Schedule A - Tax Services

Schedule B - Accounting and Financial Reporting Services

Schedule C – Internal Records Management Services

Schedule D – External Records Management Services

Schedule E - Human Resources Services

Schedule F - Utility Services

Schedule G - Legal Services

Schedule H – Global ERP Technical Services

Schedule I – Global HCM Technical Services

Schedule 2.4 - Certain Subcontractors

Schedule 4.1 - Payment Instructions

iii

TRANSITION SERVICES AGREEMENT

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

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

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

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

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

ARTICLE I

DEFINITIONS

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

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

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

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

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

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

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

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

“Schedules” means the Schedules attached hereto.

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

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

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

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

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

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

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

ARTICLE II

SERVICES

Section 2.1 Services.

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

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

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

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

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

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

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

Section 2.5 Standard of Performance; Limitation of Liability.

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

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

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

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

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

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

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

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

ARTICLE III

SERVICE CHARGES

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

ARTICLE IV

PAYMENT

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

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

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

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

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

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

ARTICLE V

TERM

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

ARTICLE VI

DISCONTINUATION OF SERVICES

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

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

ARTICLE VII

DEFAULT

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

ARTICLE VIII

INDEMNIFICATION AND WAIVER

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

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

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

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

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

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

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

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

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

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

ARTICLE IX

CONFIDENTIALITY

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

Section 9.2 System Security.

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

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

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

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

ARTICLE X

FORCE MAJEURE

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

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

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

ARTICLE XI

MISCELLANEOUS

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

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

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

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

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

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

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

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

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

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

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

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

[Signature page follows.]

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

THE BABCOCK & WILCOX COMPANY
By:
	Name:
	Title:
BABCOCK & WILCOX ENTERPRISES, INC.
By:
	Name:
	Title:

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

EX-10.4

Exhibit 10.4

FORM OF

TRANSITION SERVICES AGREEMENT

between

BABCOCK & WILCOX ENTERPRISES, INC.

(as service provider)

and

THE BABCOCK & WILCOX COMPANY

(as service receiver)

Dated [            ], 2015

TABLE OF CONTENTS

		Page
ARTICLE I	DEFINITIONS		1
Section 1.1	Definitions		1
ARTICLE II	SERVICES		2
Section 2.1	Services		2
Section 2.2	Service Coordinators		3
Section 2.3	Additional Services		3
Section 2.4	Third Party Services		3
Section 2.5	Standard of Performance; Limitation of Liability		4
Section 2.6	Service Boundaries and Scope		5
Section 2.7	Cooperation		5
Section 2.8	Transitional Nature of Services; Changes		6
Section 2.9	Access		6
ARTICLE III	SERVICE CHARGES		6
Section 3.1	Compensation		6
ARTICLE IV	PAYMENT		6
Section 4.1	Payment		6
Section 4.2	Payment Disputes		7
Section 4.3	Review of Charges; Error Correction		7
Section 4.4	Taxes		7
Section 4.5	Records		8
ARTICLE V	TERM		8
Section 5.1	Term		8
ARTICLE VI	DISCONTINUATION OF SERVICES		8
Section 6.1	Discontinuation of Services		8
Section 6.2	Procedures Upon Discontinuation or Termination of Services		9
ARTICLE VII	DEFAULT		9
Section 7.1	Termination for Default		9
ARTICLE VIII	INDEMNIFICATION AND WAIVER		9
Section 8.1	Waiver of Consequential Damages		9
Section 8.2	Services Received		10
Section 8.3	Express Negligence		11

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TABLE OF CONTENTS

(continued)

		Page
ARTICLE IX	CONFIDENTIALITY		11
Section 9.1	Confidentiality		11
Section 9.2	System Security		11
ARTICLE X	FORCE MAJEURE		12
Section 10.1	Performance Excused		12
Section 10.2	Notice		12
Section 10.3	Cooperation		12
ARTICLE XI	MISCELLANEOUS		12
Section 11.1	Entire Agreement		12
Section 11.2	Binding Effect; No Third-Party Beneficiaries; Assignment		13
Section 11.3	Amendment; Waivers		13
Section 11.4	Notices		13
Section 11.5	Counterparts		13
Section 11.6	Severability		13
Section 11.7	Governing Law		14
Section 11.8	Performance		14
Section 11.9	Relationship of Parties		14
Section 11.10	Regulations		14
Section 11.11	Construction		14
Section 11.12	Effect if Separation does not Occur		15

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Schedules

Schedule A - Tax Services

Schedule B - Accounting and Financial Reporting Services

Schedule C – Internal Records Management Services

Schedule D - Human Resources Services

Schedule E – Commercial Systems Technical Services

Schedule 2.4 - Certain Subcontractors

Schedule 4.1 - Payment Instructions

iii

TRANSITION SERVICES AGREEMENT

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

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

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

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

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

ARTICLE I

DEFINITIONS

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

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

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

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

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

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

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

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

“Schedules” means the Schedules attached hereto.

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

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

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

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

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

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

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

ARTICLE II

SERVICES

Section 2.1 Services.

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

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

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

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

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

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

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

Section 2.5 Standard of Performance; Limitation of Liability.

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

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

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

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

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

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

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

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

ARTICLE III

SERVICE CHARGES

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

ARTICLE IV

PAYMENT

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

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

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

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

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

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

ARTICLE V

TERM

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

ARTICLE VI

DISCONTINUATION OF SERVICES

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

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

ARTICLE VII

DEFAULT

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

ARTICLE VIII

INDEMNIFICATION AND WAIVER

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

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

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

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

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

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

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

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

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

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

ARTICLE IX

CONFIDENTIALITY

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

Section 9.2 System Security.

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

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

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

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

ARTICLE X

FORCE MAJEURE

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

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

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

ARTICLE XI

MISCELLANEOUS

Section 11.1 Entire Agreement. This Agreement, together with the documents referenced herein (including the Schedules and the Master Separation Agreement), constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior written and oral and all contemporaneous oral agreements

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

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

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

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

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

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

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

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

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

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

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

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

[Signature page follows.]

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

BABCOCK & WILCOX ENTERPRISES, INC.
By:
	Name:
	Title:
THE BABCOCK & WILCOX COMPANY
By:
	Name:
	Title:

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

EX-10.5

Exhibit 10.5

FORM OF

ASSUMPTION AND LOSS ALLOCATION AGREEMENT

by and among

ACE American Insurance Company,

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

and

Babcock & Wilcox Enterprises, Inc.,

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

and

The Babcock & Wilcox Company,

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

RECITALS

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

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

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

WHEREAS, pursuant to the Existing Policies and the Existing Insurance Agreements, the SpinCo Entities and the RemainCo Entities are obligated, among other things, to pay or reimburse the Company and/or the ACE Affiliates for certain Obligations, which Obligations are secured by the Existing Collateral; and

WHEREAS, RemainCo intends to spin-off SpinCo from RemainCo through a dividend of common stock of SpinCo to the shareholders of RemainCo (the “Separation”); and

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WHEREAS, in connection with the Separation: (a) the SpinCo Entities desire to transfer and the RemainCo Entities desire to assume any RemainCo Obligations that were incurred by, or with respect to which there exists any obligation of, a SpinCo Entity, whether such RemainCo Obligations were existing, accruing or arising before, on or after the Effective Date; and (b) the RemainCo Entities desire to transfer and the SpinCo Entities desire to assume any SpinCo Obligations that were incurred by, or with respect to which there exists any obligation of, a RemainCo Entity, whether such SpinCo Obligations were existing, accruing or arising before, on or after the Effective Date; and

WHEREAS, the Company, on its own behalf and on behalf of the ACE Affiliates, is willing to consent to the transfer and assumption of the Obligations as set forth herein, subject to the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual promises set out herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, including a one-time administrative fee of $25,000 (the “Fee”), and intending to be legally bound, the Parties agree as follows:

1. Definitions. The following terms used herein, including in the recitals and Exhibits hereto, shall have the following meanings:

“ACE Affiliate” means each Affiliate of ACE American Insurance Company that is listed on Exhibit V attached hereto and made a part hereof that has issued an Existing Policy or is party to an Existing Insurance Agreement.

“Affiliate” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the specified Person. For this purpose “control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through ownership of voting securities, by contract or otherwise.

“Agreement” has the meaning set forth in the recitals to this Agreement.

“Assumption Time” means midnight (New York time) on the Effective Date.

“Cash Collateral” has the meaning set forth in Section 7.

“Company” has the meaning set forth in the recitals to this Agreement.

“Company Designation” has the meaning set forth in Section 4(a).

“Effective Date” has the meaning set forth in the recitals to this Agreement.

“ESIS” means ESIS, Inc., an Affiliate of the Company.

“Existing Collateral” means any and all of the following forms of security held by the Company or any ACE Affiliate under the terms of any Existing Policy or Existing Insurance Agreement in order to secure any Obligations outstanding as of the date hereof: (i) any and all letters of credit outstanding as of the date hereof provided by or required to be provided by a

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RemainCo Entity or a SpinCo Entity; (ii) any and all Cash Collateral provided by or required to be provided by a RemainCo Entity or a SpinCo Entity; (iii) any securities account pledged by a RemainCo Entity or a SpinCo Entity pursuant to any Existing Insurance Agreement; or (iv) any other collateral or security previously provided by a RemainCo Entity or a SpinCo Entity under the terms of any Existing Policy or Existing Insurance Agreement in order to secure any Obligations outstanding as of the date hereof.

“Existing ESIS Agreement” means any agreement relating to claims or losses under one or more Existing Policies in which ESIS is in direct contractual privity with any SpinCo Entity or any RemainCo Entity.

“Existing Insurance Agreement” means any agreement entered into on or prior to the date hereof by or on behalf of (or which is otherwise binding on) any RemainCo Entity and/or SpinCo Entity with the Company or an ACE Affiliate in connection with an Existing Policy, including, without limitation, any high deductible agreement, any notice of election, any collateral agreement, any agreement relating to any deductible or paid loss retrospectively rated insurance program, any agreement relating to deductibles under any of the Existing Policies, any letter or agreement relating to policy dividends, any early close-out agreement relating to any Existing Policy or Existing Insurance Agreement and any agreement described on Exhibit II and Exhibit VI attached hereto and made a part hereof.

“Existing Policy” means each policy of general liability insurance, automobile liability insurance and workers compensation insurance (other than any insurance policy that is the subject of any reinsurance agreement) issued prior to the date hereof by the Company or an ACE Affiliate to a RemainCo Entity or a SpinCo Entity, as applicable, including those policies identified on Exhibit III and Exhibit VII attached hereto and made a part hereof.

“Fee” has the meaning set forth in the recitals to this Agreement.

“Foreign Insurance Agreements” means the Existing Insurance Agreements listed on Exhibit VI attached hereto and made a part hereof and any other similar written agreements entered into between the Company or any of its Affiliates and a SpinCo Entity or a RemainCo Entity in connection with or relating to insurance policies issued to cover risks located primarily outside of the continental United States.

“Foreign Policies” means the Existing Policies listed on Exhibit VII attached hereto and made a part hereof and any other general liability insurance policy issued by the Company or any of its Affiliates to a SpinCo Entity or a RemainCo Entity to cover risks located primarily outside of the continental United States.

“Master Separation Agreement” means a Master Separation Agreement to be entered into between SpinCo and RemainCo in connection with the Separation.

“Obligations” means any and all amounts, duties, liabilities and obligations, whether accrued, fixed or contingent, mature or inchoate, known or unknown, including deductibles and premium adjustments, payable by or to be performed by a SpinCo Entity or a RemainCo Entity to the Company or any ACE Affiliate under the terms of any Existing Policy or any Existing Insurance Agreement.

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“Organizational Documents” means (a) with respect to any corporation, its certificate or articles of incorporation or organization and its bylaws, (b) with respect to any limited partnership, its certificate of limited partnership and its partnership agreement, (c) with respect to any general partnership, its partnership agreement, and (d) with respect to any limited liability company, its certificate or articles of formation or organization and its operating agreement or other organizational documents.

“Parties” means the Company, SpinCo and RemainCo, collectively (and each individually is a “Party”).

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, a union, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof.

“RemainCo” has the meaning set forth in the recitals to this Agreement.

“RemainCo Assumed Obligations” has the meaning set forth in Section 5(b).

“RemainCo Assumption” has the meaning set forth in Section 2(a).

“RemainCo Entity” means RemainCo and each of the entities listed on Exhibit IV attached hereto and made a part hereof. It is acknowledged and understood that, from and after the effectiveness of the Separation, the RemainCo Entities will not be Subsidiaries or Affiliates of SpinCo or any of the other SpinCo Entities.

“RemainCo LOC” has the meaning set forth in Section 5(b).

“RemainCo Obligations” means any Obligations of, or to the extent arising from the operations, business, or property of, a RemainCo Entity for which any SpinCo Entity is responsible under the terms of an Existing Policy or Existing Insurance Agreement, whether arising prior to, at or after the Effective Date.

“RemainCo Pledged Account” has the meaning set forth in Section 5(b).

“RemainCo Retained Obligations” has the meaning set forth in Section 2(d).

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

“SpinCo” has the meaning set forth in the recitals to this Agreement.

“SpinCo Assumed Obligations” has the meaning set forth in Section 5(a).

“SpinCo Assumption” has the meaning set forth in Section 2(c).

“SpinCo Entity” means SpinCo and each of the entities listed on Exhibit I attached hereto and made a part hereof. It is acknowledged and understood that, from and after the effectiveness of the Separation, the SpinCo Entities will not be Subsidiaries or Affiliates of RemainCo or any of the other RemainCo Entities.

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“SpinCo LOC” has the meaning set forth in Section 5(a).

“SpinCo Obligations” means any Obligations of, or to the extent arising from the operations, business, or property of, a SpinCo Entity for which any RemainCo Entity is responsible under the terms of an Existing Policy or Existing Insurance Agreement, whether arising prior to, at or after the Effective Time.

“SpinCo Pledged Account” has the meaning set forth in Section 5(a).

“SpinCo Retained Obligations” has the meaning set forth in Section 2(b).

“Subsidiary” means, with respect to any specified Person, any corporation, partnership, limited liability company, joint venture or other organization, whether incorporated or unincorporated, of which at least a majority of the securities or interests having by the terms thereof ordinary voting power to elect at least a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such specified Person or by any one or more of its Subsidiaries, or by such specified Person and one or more of its Subsidiaries.

“Substituted Collateral” means (i) the SpinCo LOC and the RemainCo LOC and (ii) any other collateral or security to be provided on or after the date hereof by a RemainCo Entity or a SpinCo Entity under the terms of any Existing Policy or Existing Insurance Agreement in order to secure any Obligations outstanding as of the date hereof.

2. Assumption.

(a) RemainCo Assumption. Notwithstanding anything in any Existing Insurance Agreement or Existing Policy to the contrary, each SpinCo Entity that is a signatory hereto hereby transfers and assigns, and RemainCo does hereby assume, effective as of the Assumption Time, the RemainCo Obligations; and RemainCo hereby agrees to observe, pay, perform, satisfy, fulfill and discharge any and all now existing and hereafter arising duties, terms, provisions, covenants, obligations and liabilities of any SpinCo Entity under the Existing Policies and Existing Insurance Agreements in respect of the RemainCo Obligations (the “RemainCo Assumption”). The Company, on its own behalf and on behalf of the ACE Affiliates, hereby consents to, and agrees to give full force and effect to, the RemainCo Assumption. From and after the Assumption Time, the Company (and/or the applicable ACE Affiliate): (i) may enforce its rights under the Existing Policies and the Existing Insurance Agreements in respect of the RemainCo Obligations against RemainCo to the same extent such Person could, prior to the RemainCo Assumption, enforce such rights against the applicable SpinCo Entity and (ii) releases each SpinCo Entity from its obligation to observe, pay, perform, satisfy, fulfill or discharge any such RemainCo Obligations.

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(b) SpinCo Retained Obligations. SpinCo hereby agrees to continue to observe, pay, perform, satisfy, fulfill and discharge any and all of its now existing and hereafter arising Obligations (other than RemainCo Obligations) (the “SpinCo Retained Obligations”) in accordance with the terms of this Agreement and the applicable Existing Policy and Existing Insurance Agreement.

(c) SpinCo Assumption. Notwithstanding anything in any Existing Insurance Agreement or Existing Policy to the contrary, each RemainCo Entity that is a signatory hereto hereby transfers and assigns, and SpinCo does hereby assume, effective as of the Assumption Time, the SpinCo Obligations; and SpinCo hereby agrees to observe, pay, perform, satisfy, fulfill and discharge any and all now existing and hereafter arising duties, terms, provisions, covenants, obligations and liabilities of any RemainCo Entity under the Existing Policies and Existing Insurance Agreements in respect of the SpinCo Obligations (the “SpinCo Assumption”). The Company, on its own behalf and on behalf of the ACE Affiliates, hereby consents to, and agrees to give full force and effect to, the SpinCo Assumption. From and after the Assumption Time, the Company (and/or the applicable ACE Affiliate): (i) may enforce its rights under the Existing Policies and the Existing Insurance Agreements in respect of the SpinCo Obligations against SpinCo to the same extent such Person could, prior to the SpinCo Assumption, enforce such rights against the applicable RemainCo Entity and (ii) releases each RemainCo Entity from its obligation to observe, pay, perform, satisfy, fulfill or discharge any such SpinCo Obligations.

(d) RemainCo Retained Obligations. RemainCo hereby agrees to continue to observe, pay, perform, satisfy, fulfill and discharge any and all of its now existing and hereafter arising Obligations (other than SpinCo Obligations) (the “RemainCo Retained Obligations”) in accordance with the terms of this Agreement and the applicable Existing Policy and Existing Insurance Agreement.

(e) Obligations of the Company and the ACE Affiliates. The Parties acknowledge that nothing in this Agreement shall discharge, limit or in any way affect the obligations of the Company or the ACE Affiliates as insurers under any of the Existing Policies. Such obligations shall continue to be performed to the extent and in the manner set forth in the applicable Existing Policy by the Company and/or by the ACE Affiliates, as the case may be, for the benefit of such Persons who are entitled to such performance under the applicable Existing Policy, provided, however, that to the extent that such performance gives rise to Obligations, the responsibility for such Obligations shall be governed by this Agreement.

(f) Existing ESIS Agreements. The Parties shall use commercially reasonable efforts to enter into an agreement with ESIS promptly after the date hereof pursuant to which ESIS shall acknowledge and consent to the RemainCo Assumption and the SpinCo Assumption and the other provisions of this Agreement with respect to determining any SpinCo Obligations, SpinCo Retained Obligations, RemainCo Obligations or RemainCo Retained Obligations (or allocations thereof) in respect of any Existing ESIS Agreement.

3. Joinder. As of the Effective Date, (a) to the extent that RemainCo is not already a party thereto and an Existing Insurance Agreement contains any RemainCo Obligations, each Existing Insurance Agreement is hereby deemed amended to add RemainCo as an “Insured” or

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other such obligor thereunder solely to the extent necessary to give effect to the RemainCo Assumption and (b) to the extent that SpinCo is not already a party thereto and an Existing Insurance Agreement contains any SpinCo Obligations, each Existing Insurance Agreement is hereby deemed amended to add SpinCo as an “Insured” or other such obligor thereunder solely to the extent necessary to give effect to the SpinCo Assumption.

4. Allocation.

(a) Company Designations. (i) SpinCo shall continue to pay or perform any and all Obligations constituting SpinCo Retained Obligations pursuant to and in the manner set forth in the applicable Existing Policy and the applicable Existing Insurance Agreement giving rise to such Obligations and (ii) RemainCo shall continue to pay or perform any and all Obligations constituting RemainCo Retained Obligations pursuant to and in the manner set forth in the applicable Existing Policy and the applicable Existing Insurance Agreement giving rise to such Obligations; provided, however, that in each case, SpinCo and RemainCo shall provide to the Company on a timely basis such information as the Company may request so that the Company may determine whether the Obligations constitute SpinCo Retained Obligations or RemainCo Retained Obligations. The Company shall determine whether such Obligations constitute SpinCo Retained Obligations or RemainCo Retained Obligations (the “Company Designation”) and shall notify the applicable Party of any such Company Designation. RemainCo agrees that, notwithstanding any dispute or disagreement it may have with respect to any Company Designation, it will pay any RemainCo Retained Obligation pursuant to and in the manner set forth in the applicable Existing Policy and the applicable Existing Insurance Agreement giving rise to such RemainCo Retained Obligation; and SpinCo agrees that, notwithstanding any dispute or disagreement it may have with respect to any Company Designation, it will pay such SpinCo Retained Obligation pursuant to and in the manner set forth in the applicable Existing Policy and the applicable Existing Insurance Agreement giving rise to such SpinCo Retained Obligation; provided, however, that such payment shall not be construed as prejudicial to either Party in any dispute between SpinCo and RemainCo with respect to any such Company Designation.

(b) Disputes. Notwithstanding any dispute or disagreement between SpinCo and RemainCo concerning a Company Designation, the applicable Party shall pay any amount payable pursuant to a Company Designation as set forth in Section 4(a), and any such dispute or disagreement between SpinCo and RemainCo shall be resolved pursuant to Article V of the Master Separation Agreement; provided, that (i) the Company will not be made a party to any arbitration proceeding arising from such dispute or disagreement, but may be called as a witness; (ii) any costs incurred by the Company in respect of any such arbitration proceeding will be fully reimbursed to the Company equally by the Disputing Parties promptly following receipt of a reimbursement demand from the Company; (iii) under no circumstances will SpinCo or RemainCo, as a result of such arbitration proceeding, require the Company to return any amount received by the Company pursuant to a prior Company Designation, whether such amount was received as a result of the Company’s draw against security posted for its benefit or otherwise, (iv) the Company shall comply with the allocation or other resolution of such dispute established by any award or order of such arbitration, or settlement between the

7

Disputing Parties; and (v) any indemnification and reimbursement of the Company by RemainCo and SpinCo pursuant to this Agreement, the Existing Policies and the Existing Insurance Agreements and any other agreement relating to the disputed Company Designation shall be in accordance with the allocation established by such award, order or settlement of such dispute.

5. Collateral and Fee.

(a) SpinCo LOC and Pledged Account.

(i) SpinCo will, within fifteen (15) days after the Effective Date, provide to the Company, as beneficiary thereof, a clean, irrevocable and unconditional letter of credit in an amount of $5,557,547 in respect of its Obligations under the Existing Insurance Agreements and the Existing Policies (each such letter of credit individually and collectively being referred to herein as the “SpinCo LOC”), issued in a form and by a bank or other financial institution, in each case acceptable to the Company; and/or such other forms of collateral as the Company may permit from time to time. The SpinCo LOC shall be in an aggregate amount that is less than the aggregate amount of the Existing Collateral provided by SpinCo and shall secure the SpinCo Retained Obligations and the Obligations assumed by SpinCo in the SpinCo Assumption (the “SpinCo Assumed Obligations”).

(ii) The SpinCo LOC shall be “evergreen,” meaning that it shall provide by its terms that it will be renewed automatically each year for an additional year unless written notice of non-renewal is received by the Company at least sixty (60) days prior to the SpinCo LOC’s anniversary date. If the Company permits SpinCo to provide collateral in a form other than the SpinCo LOC, SpinCo shall provide such collateral in an amount and form acceptable to the Company.

(iii) In addition to the SpinCo LOC, SpinCo will, within fifteen (15) days after the Effective Date, enter into a pledge and security agreement in a form acceptable to the Company, pursuant to which SpinCo will establish a securities account for the benefit of the Company and grant the Company a continuing first priority security interest in and lien on all of their respective right, title and interest, if any, in and to the assets deposited in such securities account and all proceeds thereof as security for their now existing and hereafter arising Obligations to the Company or such ACE Affiliates (the “SpinCo Pledged Account”). In addition, SpinCo will enter into a control agreement in a form and with a custodian acceptable to the Company pursuant to which SpinCo will grant the Company with control over the SpinCo Pledged Account such that the Company may perfect its security interest in such account and the assets deposited therein. The initial total market value of the assets to be deposited into the SpinCo Pledged Account is $12,673,975. The SpinCo Pledged Account shall secure the SpinCo Assumed Obligations.

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(iv) SpinCo shall keep the SpinCo LOC and the SpinCo Pledged Account in place (or other collateral acceptable to the Company) as security for payment of the SpinCo Retained Obligations and the SpinCo Assumed Obligations, until the Company determines in its sole discretion that there is no longer any need for such collateral. If there shall be a material deterioration in the financial condition of the bank or other financial institution which has issued the SpinCo LOC, the Company shall have the right to require SpinCo to replace the SpinCo LOC with a new letter of credit with similar terms issued by a bank or other financial institution then acceptable to the Company.

(v) The Company shall have the right to draw against the SpinCo LOC or the SpinCo Pledged Account and/or other collateral in each instance where any portion of the SpinCo Retained Obligation or the SpinCo Assumed Obligations for any reason is not fulfilled in the manner and within the time periods required under this Agreement or the Existing Policies or Existing Insurance Agreements giving rise thereto.

(vi) Annually, the Company shall review and redetermine the amount of the SpinCo Retained Obligations and the SpinCo Assumed Obligations and the amount of collateral security required pursuant to this Agreement. At such time, SpinCo will provide its most recent audited financial statements, interim financial statements, and any other financial information reasonably requested by the Company for the purpose of evaluating the financial condition of SpinCo. SpinCo will provide any needed increases in the amount of the SpinCo LOC or the SpinCo Pledged Account (and/or other collateral if acceptable to the Company) within thirty (30) days of the Company’s written request for such increase. The Company will effect any decreases in the amount of the SpinCo LOC or the SpinCo Pledged Account (and/or other collateral) promptly, provided that SpinCo is not in breach of any of its obligations under this Agreement, the Existing Policies or any Existing Insurance Agreement.

(b) RemainCo LOC and Pledged Account.

(i) RemainCo will, within fifteen (15) days after the Effective Date, provide to the Company, as beneficiary thereof, a clean, irrevocable and unconditional letter of credit in an amount of $2,206,082 in respect of its Obligations under the Existing Insurance Agreements and the Existing Policies (each such letter of credit individually and collectively being referred to herein as the “RemainCo LOC”), issued in a form and by a bank or other financial institution, in each case acceptable to the Company; and/or such other forms of collateral as the Company may permit from time to time. The RemainCo LOC shall be in an aggregate amount that is less than the aggregate amount of the Existing Collateral provided by RemainCo and shall secure the RemainCo Retained Obligations and the Obligations assumed by RemainCo in the RemainCo Assumption (the “RemainCo Assumed Obligations”).

9

(ii) The RemainCo LOC shall be “evergreen,” meaning that it shall provide by its terms that it will be renewed automatically each year for an additional year unless written notice of non-renewal is received by the Company at least sixty (60) days prior to the RemainCo LOC’s anniversary date. If the Company permits RemainCo to provide collateral in a form other than the RemainCo LOC, RemainCo shall provide such collateral in an amount and form acceptable to the Company.

(iii) In addition to the RemainCo LOC, RemainCo has previously entered into a Pledge and Security Agreement with the Company, pursuant to which RemainCo established a securities account for the benefit of the Company and granted to the Company a continuing first priority security interest in and lien on all of their respective right, title and interest, if any, in and to the assets deposited in such securities account and all proceeds thereof as security for their now existing and hereafter arising Obligations to the Company or such ACE Affiliates (the “RemainCo Pledged Account”). In addition, RemainCo entered into a Control Agreement with Bank of America, pursuant to which RemainCo granted the Company such control over the SpinCo Pledged Account so as to allow the Company to have perfected its security interest in such account and the assets deposited therein. On and after the Effective Date, the total market value of the assets which must be maintained in the RemainCo Pledged Account shall be $5,107,135. Upon receipt of the security to be provided by SpinCo under this Agreement, the Company will consent to the withdrawal of assets on deposit in the RemainCo Pledged Account as necessary to reduce the value of the RemainCo Pledged Account to this amount. The RemainCo Pledged Account shall secure the RemainCo Assumed Obligations.

(iv) RemainCo shall keep the RemainCo LOC and the RemainCo Pledged Account in place (or other collateral acceptable to the Company) as security for payment of the RemainCo Retained Obligations and the RemainCo Assumed Obligations, until the Company determines in its sole discretion that there is no longer any need for such collateral. If there shall be a material deterioration in the financial condition of the bank or other financial institution which has issued the RemainCo LOC, the Company shall have the right to require RemainCo to replace the RemainCo LOC with a new letter of credit with similar terms issued by a bank or other financial institution then acceptable to the Company.

(v) The Company shall have the right to draw against the RemainCo LOC or the RemainCo Pledged Account and/or other collateral in each instance where any portion of the RemainCo Retained Obligations or the RemainCo Assumed Obligations for any reason is not fulfilled in the manner and within the time periods required under this Agreement or the Existing Policies or Existing Insurance Agreements giving rise thereto.

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(vi) Annually, the Company shall review and redetermine the amount of the RemainCo Retained Obligations and the RemainCo Assumed Obligations and the amount of collateral security required pursuant to this Agreement. At such time, RemainCo will provide its most recent audited financial statements, interim financial statements, and any other financial information reasonably requested by the Company for the purpose of evaluating the financial condition of RemainCo. RemainCo will provide any needed increases in the amount of the RemainCo LOC or the RemainCo Pledged Account (and/or other collateral if acceptable to the Company) within thirty (30) days of the Company’s written request. The Company will effect any decreases in the amount of the RemainCo LOC or the RemainCo Pledged Account (and/or other collateral) promptly, provided that RemainCo is not in breach of any of its obligations under this Agreement, the Existing Policies or any Existing Insurance Agreement.

(c) Substituted Collateral. Notwithstanding anything in any Existing Policy or Existing Insurance Agreement to the contrary, the Parties, each RemainCo Entity that is a party hereto and each SpinCo Entity that is a party hereto hereby agree that, upon receipt of the Substituted Collateral, the Existing Collateral shall be replaced with such Substituted Collateral and, accordingly, shall be released by the Company and the ACE Affiliates.

(d) Fee. No later than fifteen (15) days after the Effective Date, RemainCo shall pay to the Company the Fee, which shall be paid pursuant to the Company’s wire instructions as provided to RemainCo in writing prior to the date such Fee is payable.

6. Existing Collateral. The Substituted Collateral required to be provided by SpinCo and RemainCo hereunder shall, except to the extent provided otherwise in this Agreement, be subject to all of the terms and conditions applicable to the Existing Collateral pursuant to the Existing Insurance Agreements to the same extent that such terms and conditions applied to the Existing Collateral thereunder.

7. Security Interest. Each of SpinCo and RemainCo may separately provide (or have provided) to the Company and ESIS, from time to time, funds to be credited to paid loss deposit funds, deductible funds and/ or loss funds (collectively, “Cash Collateral”) that the Company or ESIS shall hold pursuant to the Existing Insurance Agreements with respect to the SpinCo Retained Obligations and the SpinCo Assumed Obligations, in the case of SpinCo, and with respect to the RemainCo Retained Obligations and the RemainCo Assumed Obligations, in the case of RemainCo. Each of SpinCo and RemainCo hereby grant to the Company, for its benefit and the benefit of the ACE Affiliates, a continuing first priority security interest in and lien on all of their respective right, title and interest, if any, in and to the Cash Collateral and all proceeds thereof as security for their now existing and hereafter arising Obligations to the Company or such ACE Affiliates. The Company shall hold the Cash Collateral in accordance with the terms of the applicable Existing Insurance Agreement pursuant to which such Cash Collateral was provided to the Company or the applicable ACE Affiliate. The Company shall have the sole and exclusive right, and is hereby authorized, to use the Cash Collateral to pay any and all Obligations of SpinCo and/or RemainCo in accordance with the Company Designation in accordance with the terms of the applicable Existing Insurance Agreement and this Agreement.

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8. Billing. On and after the Effective Date, the Company (or any third party administrator acting on behalf of the Company in respect of an Existing Policy) will, in each case in accordance with the billing procedures set forth in the applicable Existing Policy and Existing Insurance Agreement:

(a) bill SpinCo directly for the SpinCo Retained Obligations and the SpinCo Assumed Obligations; and

(b) bill RemainCo directly for the RemainCo Retained Obligations and the RemainCo Assumed Obligations.

9. Amendments. Neither this Agreement nor any provision hereof may be amended, changed, waived, discharged or terminated except by a written instrument signed by the Company, RemainCo, SpinCo and each other Party, if any, against whom enforcement of such amendment, change, waiver, discharge or termination is sought.

10. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Neither this Agreement nor any right or obligation hereunder may be assigned or conveyed by any Party without the prior written consent of the other Parties, which consent shall not be unreasonably withheld.

11. No Waiver. The failure or refusal by any Party to exercise any rights granted hereunder shall not constitute a waiver of such rights or preclude the subsequent exercise thereof, and no oral communication shall be asserted as a waiver of any such rights hereunder unless such communication shall be confirmed in a writing plainly expressing an intent to waive such rights and signed by the Party against whom such waiver is asserted.

12. Counterparts. This Agreement may be executed in any number of counterparts each of which when so executed and delivered shall constitute an original, but such counterparts together shall constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by facsimile transmission or by electronic mail shall constitute effective execution and delivery of this Agreement as to the Parties and may be used in lieu of the original Agreement for all purposes. Signatures of the Parties and other Persons signatory hereto transmitted by facsimile or by electronic mail shall be deemed to be their original signatures for all purposes.

13. No Third Party Beneficiary. This Agreement shall not be deemed to give any right or remedy to any third party whatsoever unless otherwise specifically granted hereunder.

14. Parties’ Representations. As of the Effective Date, each of the Parties expressly represents on its own behalf: (a) it is an entity in good standing in its jurisdiction of organization; (b) it has all requisite corporate power and authority to enter into this Agreement, and to perform its obligations hereunder; (c) the execution and delivery by it of this Agreement, and the performance by it of its obligations under this Agreement, have been duly authorized by all necessary corporate or other action; (d) this Agreement, when duly executed and delivered by it, and subject to the due execution and delivery hereof by the other Parties, will be a valid and binding obligation of it, enforceable against it, its successors and permitted assigns, in

12

accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equity principles; (e) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby in accordance with the respective terms and conditions hereof will not (i) violate any provision of its Organizational Documents, (ii) violate any applicable order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against it, or binding upon it, or any agreement with, or condition imposed by, any governmental or regulatory body, foreign or domestic, binding upon it as of the date hereof, or (iii) violate any agreement, contract, obligation, promise or undertaking that is legally binding and to which it is a party or by which it is bound; and (f) the signatory hereto on behalf of it is duly authorized and legally empowered to enter into this Agreement on its behalf.

15. Notices. Any and all notices, requests, approvals, authorizations, consents, instructions, designations and other communications that are required or permitted to be given pursuant to this Agreement shall be in writing and may be given either by personal delivery, first class prepaid post (airmail if to another country) or by internationally recognized overnight delivery service to the following address, or to such other address and recipient as such Party may have notified in accordance with the terms of this section as being its address or recipient for notification for the purposes of this Agreement:

If to the Company	ACE American Insurance Company 225 E. John Carpenter Freeway, Suite 1300 Irving, TX 75062
	Attention:	Underwriting Manager ACE Risk Management
	Telephone:	(972) 465.7500
	Facsimile:	(972) 465.7826
If to any SpinCo Entity:	Babcock & Wilcox Enterprises, Inc. 13024 Ballantyne Place, Suite 700 Charlotte, NC 28277 Attention: Senior Manager-Insurance (with a copy to the General Counsel)
	Telephone:	[●]
	Facsimile:	[●]
If to any RemainCo Entity:	The Babcock & Wilcox Company 11525 North Community House Road Suite 600 Charlotte, NC 28277 Attention: Chief Risk Officer (with a copy to the General Counsel)
	Telephone:	[●]
	Facsimile:	[●]

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Any notice or communication to any Person shall be deemed to be received by that Person:

(A) upon personal delivery; or

(B) upon receipt if sent by mail or courier.

16. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Pennsylvania without regard to those provisions concerning conflicts of laws that would result in the application of the laws of any other jurisdiction.

17. Entire Agreement. This Agreement, together with the Existing Policies and Existing Insurance Agreements, constitute the entire agreement among all of the Parties and supersedes all other prior agreements and understandings, both written and oral, with respect to the subject matter hereof.

18. Dispute Resolution. If a dispute between either SpinCo or RemainCo, on the one hand, and the Company or any ACE Affiliate, on the other hand, involves rights or obligations arising under this Agreement, or any of the Existing Policies or Existing Insurance Agreements, the arbitration provisions in the most recent Existing Insurance Agreement referenced in Exhibit II shall govern the resolution of the entire dispute in all respects. In any such arbitration brought by or against SpinCo or RemainCo, the other of RemainCo or SpinCo, as applicable, shall have right to associate effectively in the defense and/or prosecution of such arbitration.

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

20. Rules of Construction. The definitions of terms used herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such

14

agreement, instrument or other document as from time to time amended, supplemented or otherwise modified, (b) any reference herein to any law shall be construed as referring to such law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to the restrictions contained herein), (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) with respect to the determination of any time period, the word “from” means “from and including” and the word “to” means “to and including” and (f) any reference herein to Articles, Sections and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits to, this Agreement. No provision of this Agreement shall be interpreted or construed against any Person solely because such Person or its legal representative drafted such provision.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the Parties intending to be legally bound hereby have executed this Agreement, by their duly authorized representatives.

ACE AMERICAN INSURANCE COMPANY, on behalf of itself and the ACE Affiliates

By:

Name:

Title:

BABCOCK & WILCOX ENTERPRISES, INC.

By:

Name:

Title:

THE BABCOCK & WILCOX COMPANY

By:

Name:

Title:

ACKNOWLEDGED AND AGREED FOR PURPOSES OF SECTIONS 2, 3 and 5(c):

SpinCo Entities:

DAMPKRAFT INSURANCE COMPANY

ADTEC AB

GOTAVERKEN EMISSION TECHNOLOGY AB

AMERICON EQUIPMENT SERVICES, INC.

AMERICON, INC.

B&W DE PANAMA, INC.

B&W PGG LUXEMBOURG CANADA HOLDINGS SARL

B&W PGG LUXEMBOURG FINANCE SARL

B&W PGG LUXEMBOURG HOLDINGS SARL

BABCOCK & WILCOX CONSTRUCTION CO., INC.

BABCOCK & WILCOX MONTERREY FINANCE SARL

BABCOCK & WILCOX DE MONTERREY S.A. DE C.V.

BABCOCK & WILCOX EBENSBURG POWER, LLC

BABCOCK & WILCOX EQUITY INVESTMENTS, LLC

By:

Name:

Title:

BABCOCK & WILCOX GLOBAL SALES & SERVICES – CHILE SPA

BABCOCK & WILCOX GLOBAL SALES & SERVICES SARL

BABCOCK & WILCOX INDIA HOLDINGS, INC.

BABCOCK & WILCOX INDIA PRIVATE LIMITED

BABCOCK & WILCOX INTERNATIONAL INVESTMENTS CO., INC.

BABCOCK & WILCOX INTERNATIONAL SALES AND SERVICE CORPORATION

BABCOCK & WILCOX INTERNATIONAL, INC.

BABCOCK & WILCOX POWER GENERATION GROUP CANADA CORP.

BABCOCK & WILCOX POWER GENERATION GROUP, INC.

BABCOCK & WILCOX VOLUND A/S

DELTA POWER SERVICES, LLC

DIAMOND OPERATING CO., INC.

DIAMOND POWER AUSTRALIA HOLDINGS, INC.

DIAMOND POWER CENTRAL & EASTERN EUROPE S.R.O.

DIAMOND POWER CHINA HOLDING, INC.

By:

Name:

Title:

DIAMOND POWER DO BRASIL LIMITADA

DIAMOND POWER EQUITY INVESTMENTS, INC.

DIAMOND POWER FINLAND OY

DIAMOND POWER GERMANY GMBH

DIAMOND POWER INTERNATIONAL, INC.

DIAMOND POWER MACHINE (HUBEI) CO., INC.

DIAMOND POWER SERVICES S.E.A. LTD.

DIAMOND POWER SPECIALTY (PROPRIETARY) LIMITED

DIAMOND POWER SPECIALTY LIMITED

DIAMOND POWER SWEDEN AB

DPS ANSON, LLC

DPS BERLIN, LLC

DPS CADILLAC, LLC

DPS FLORIDA, LLC

DPS GREGORY, LLC

DPS MECKLENBURG, LLC

DPS PIEDMONT, LLC

EBENSBURG ENERGY, LLC

By:

Name:

Title:

EBENSBURG INVESTORS LIMITED
PARTNERSHIP

EBENSBURG POWER COMPANY

GOTAVERKEN MILIJO AB

LOIBL ALLEN-SHERMAN HOFF GMBH

MEGTEC ACQUISITION, LLC

MEGTEC ENERGY & ENVIRONMENTAL LLC

MEGTEC ENVIRONMENTAL LIMITED

MEGTEC EUROPE COOPERATIEF U.A.

MEGTEC HOLDINGS, INC.

MEGTEC IEPG BV

MEGTEC INDIA HOLDINGS, LLC

MEGTEC PPG BV

MEGTEC SYSTEMS AB

MEGTEC SYSTEMS AMAL AB

MEGTEC SYSTEMS AUSTRALIA, INC.

MEGTEC SYSTEMS INDIA PRIVATE LTD.

MEGTEC SYSTEMS LIMITED

MEGTEC SYSTEMS S.A.S.

MEGTEC SYSTEMS SHANGHAI LTD.

MEGTEC SYSTEMS, INC.

By:

Name:

Title:

MEGTEC THERMAL ENERGY &
ENVIRONMENTAL TECHNOLOGY
(SHANGHAI), LTD.

MEGTEC TURBOSONIC INC.

MEGTEC TURBOSONIC TECHNOLOGIES, INC.

MTS ASIA, INC.

MTS ENVIRONMENTAL GMBH

O&M HOLDING COMPANY

P.T. BABCOCK & WILCOX ASIA

PALM BEACH RESOURCE RECOVERY CORPORATION

POWER SYSTEMS OPERATIONS, INC.

REVLOC RECLAMATION SERVICE, INC.

SERVICIOS DE FABRICACION DE VALLE SOLEADO, S.A. DE C.V.

SERVICIOS PROFESIONALES DE VALLE SOLEADO, S.A. DE C.V.

SOFCO – EFS HOLDINGS LLC

BABCOCK & WILCOX TECHNOLOGY, INC.

BABCOCK & WILCOX HOLDINGS, INC.

By:

Name:

Title:

ACKNOWLEDGED AND AGREED FOR PURPOSES OF SECTIONS 2, 3 and 5(c):

RemainCo Entities:

B&W NE LUXEMBOURG SARL

B&W NUCLEAR MAINTENANCE SERVICES, INC.

BABCOCK & WILCOX CANADA LTD.

BABCOCK & WILCOX COMMERCIAL POWER, INC.

BABCOCK & WILCOX CONVERSION SERVICES, LLC

BABCOCK & WILCOS INTECH, INC.

BABCOCK & WILCOX INTERNATIONAL TECHNICAL SERVICES, INC.

BABCOCK & WILCOX INVESTMENT COMPANY

BABCOCK & WILCOX MODULAR REACTORS LLC

BABCOCK & WILCOX MPOWER, INC.

BABCOCK & WILCOX NOG TECHNOLOGIES, INC.

BABCOCK & WILCOX NUCLEAR ENERGY EUROPE SAS

BABCOCK & WILCOX NUCLEAR ENERGY, INC.

BABCOCK & WILCOX NUCLEAR OPERATIONS GROUP, INC.

By:

Name:

Title:

BABCOCK & WILCOX SHAW REMEDIATION, LLC

BABCOCK & WILCOX TECHNICAL SERVICES (U.K.) LIMITED

BABCOCK & WILCOX TECHNICAL SERVICES CLINCH RIVER, LLC

BABCOCK & WILCOX TECHNICAL SERVICES GROUP, INC.

BABCOCK & WILCOS TECHNICAL SERVICES SAVANNAH RIVER COMPANY

BABCOCK & WILCOX TECHNICAL SERVICES Y-12, LLC

BABCOCK & WILCOX GOVERNMENT AND NUCLEAR OPERATIONS, INC.

BWXT FEDERAL SERVICES, INC.

BWXT WASHINGTON, INC.

CREOLE INSURANCE COMPANY, LTD.

GENERATION MPOWER CANADA LTD.

GENERATION MPOWER LLC

IDAHO TREATMENT GROUP, LLC

INTECH INTERNATIONAL, INC.

KANSAS CITY ADVANCED MANUFACTURING, LLC

MARINE MECHANICAL CORPORATION

NFS HOLDINGS, INC.

By:

Name:

Title:

NOG-ERWIN HOLDINGS, INC.

NUCLEAR FUEL SERVICES, INC.

THE BABOCK & WILCOX COMPANY

URIZON RECOVERY SYSTEMS, LLC

WASHINGTON GROUP BWXT OPERATING SERVICES, LLC

BWXT FOREIGN HOLDINGS, LLC

BWXT CANADA HOLDINGS CORP.

By:

Name:

Title:

EXHIBIT I – SPINCO ENTITIES

See Schedule 1.1(d) and Schedule 1.1(l) attached hereto. No SpinCo Entity listed on Schedule 1.1(d) shall be deemed to be an “Insured”, a “Named Insured” or otherwise be deemed to be insured under any Existing Policy or Existing Insurance Agreement solely by virtue of being listed on such Schedule 1.1(d).

Schedule 1.1(d)

Designated SpinCo Entities

Reference ID	Name
333	Ahahsain Hudson Heat Transfer Co. Ltd
398	Advanced Refractory Technologies, Inc.
	A.M. Lockett & Co., Limited
	Amcermet Corporation
	Applied Synergistics, Inc.
924	ASEA Babcock
235	Ash Acquisition Company
326	B & W Clarion, Inc.
574	B&W Ebensburg Pa., Inc.
383	B&W Fort Worth Power,Inc.
922	B&W Mexicana, S.A. de C.V.
9991	B&W North Branch G.P., Inc.
9990	B&W North Branch L.P., Inc.
586	B&W Saba, Inc.
591	B&W Service Company
	B&W Tubular Products Limited
212	Babcock & Wilcox Asia Investment Co., Inc.
115	Babcock & Wilcox Asia Limited
533	Babcock & Wilcox Canada Leasing Ltd.
	Babcock & Wilcox China Holdings, Inc.
215	Babcock & Wilcox China Investment Co., Inc.
	Babcock & Wilcox Denmark Holdings, LLC
594	Babcock & Wilcox do Brasil Limitada
528	Babcock & Wilcox do Brasil Participacoes Limitada
206	Babcock & Wilcox Egypt SAE
169	Babcock & Wilcox Fibras Ceramicas Limitada
557	Babcock & Wilcox Foreign Sales Corporation
175	Babcock & Wilcox Gama Kazan Teknolojisi A.S.
552	Babcock & Wilcox General Contracting Company
395	Babcock & Wilcox HRSG Company
	Babcock & Wilcox Industries, Ltd.
	Babcock & Wilcox International Construction Co., Inc.
305	Babcock & Wilcox Jonesboro Power, Inc.
	Babcock & Wilcox Refractories limited
323	Babcock & Wilcox Salt City Power, Inc.
322	Babcock & Wilcox Tracy Power, Inc.
314	Babcock & Wilcox Victorville Power, Inc:
727	Babcock & Wilcox Volund France SAS
315	Babcock PFBC, Inc.

Reference ID	Name
559	Babcock Southwest Construction Corporation
936	Babcock-Ultrapower Jonesboro
937	Babcock-Ultrapower West Enfield
951	Bailey Beijing Controls Co.,Ltd.
516	Bailey Controls Australia Pty. Limited
517	Bailey Controls International Sales & Services Company, Inc.
954	Bailey Controls Jordan for Process Controls Services, ltd.
563	Bailey Controls Sales & Service (Australia) Pty. Limited
564	Bailey Controls Sales & Services Canada Inc.
561	Bailey do Brasil lnstrumentos Industrials Limitada
114	Bailey International, Inc.
923	Bailey Japan Company Limited
542	Bailey Meter and Controls Company
	Bailey Meter Company
562	Bailey Meter Co. (Japan) Ltd.
	Bailey Meter Company Limited
	Bailey Meter GmbH
	C.C. Moore & Company Engineers
329	Clarion Energy, Inc.
328	Clarion Power Company
	Control Components France
514	Control Components Italy S.R.L.
	Control Components, Inc. (California)
	Control Components, Inc. (Delaware)
948	Control Components Japan
545	Detroit Broach & Machine Corporation
551	Diamond Blower Company Limited
	Diamond Canapower Ltd.
518	Diamond Power lmportacao e Exportacao Ltda.
144	Diamond Power Korea Inc.
526	Diamond Power Specialty (Japan) Ltd.
558	Diamond Power Specialty (Proprietary) Limited
546	Diamond Power Specialty Corporation (Delaware)
	Diamond Power Speciality Corporation (Ohio)
529	Diamond Power Specialty GmbH
	DPS Berkeley, LLC
	DPS Lowell Cogen, LLC
	DPS Michigan, LLC
	DPS Mojave, LLC
	DPS Sabine, LLC
332	Ebensburg Energy, Inc.
397	Ejendomsaktieselskabet Falkevej2
968	EPC Business Trust

Reference ID	Name
919	Especialidades Termomecanicas, S.A. de C.V.
550	Ferry-Diamond Engineering Company Limited
928	Fibras Ceramicas C.A.
509	Fibras Ceramicas, Inc.
547	Globe Steel Tubes Corporation
	Greer Land Co.
	Holmes Insulations Limited
	Ivey-Cooper Services, L.L.C.
941	lsolite Babcock Refractories Company, Ltd.
927	lsolite Eastern Union Refractories Co., Ltd.
920	KBW Gasification Systems, Inc.
512	LT Produkter i Skutskar AB
938	Maine Power Services
345	McDermott Heat Transfer Company
344	McDermott Productos Industriales de Mexico, S.A. de C.V.
946	Medidores Bailey, S.A. de C.V.
942	Morganite Ceramic Fibres Limited
943	Morganite Ceramic Fibres Pty. Limited
944	Morganite Ceramic Fibres S. A.
544	National Ecology (Alabama) Incorporated
575	National Ecology (Utah) Incorporated
	National Ecology Company
976	Nooter/Eriksen - Babcock & Wilcox, L.L.C.
933	North American CWF Partnership
9989	North Branch Power Company L.P.
971	North County Operations Associates
	North County Recycling, Inc.
1153	P. T. Heat Exchangers Indonesia
934	Palm Beach Energy Associates
	Piedmont Tool Machine Company
581	Power Systems Sunnyside Operations GP, Inc.
583	Power Systems Sunnyside Operations LP, Inc.
508	Productos de Caolin, Inc,
577	PSO Caribbean, Inc.
932	South Point CWF
556	Sunland Construction Co., Inc.
988	Sunnyside Cogeneration Associates
582	Sunnyside II, Inc.
992	Sunnyside II, L.P
303	Sunnyside Ill, Inc.
993	Sunnyside Operations Associates L.P.
571	Termobloc Industria E Comercio Ltda.
953	Thermax Babcock & Wilcox Limited
502	TLT - Babcock, Inc.
1152	W.E. Smith Hudson Pty. Ltd.

Schedule 1.1(l)

SpinCo Subsidiaries

Reference ID	Name	Jurisdiction	Formation
	Dampkraft Insurance Company	South Carolina	4/14/2015
	Adtec AB
	Gotaverken Emission Techology AB
553	Americon Equipment Services, Inc.	Delaware	12/3/1985
554	Americon, Inc.	Delaware	3/29/1985
127	B&W de Panama, Inc.	Panama	3/5/1986
2075	B&W PGG Luxembourg Canada Holdings SARL	Luxembourg	11/21/2013
2054	B&W PGG Luxembourg Finance SARL	Luxembourg	11/15/2011
2053	B&W PGG Luxembourg Holdings SARL	Luxembourg	11/15/2011
555	Babcock & Wilcox Construction Co., Inc.	Delaware	3/29/1985
2107	Babcock & Wilcox Monterrey Finance SARL	Luxembourg	12/5/2014
2011	Babcock & Wilcox de Monterrey S.A. de C.V.	Mexico	9/16/2009
327	Babcock & Wilcox Ebensburg Power, LLC	Delaware	12/2/1986
302	Babcock & Wilcox Equity Investments, LLC	Delaware	12/10/1984
2080	Babcock & Wilcox Global Sales & Services - Chile SpA	Chile	5/19/2014
2081	Babcock & Wilcox Global Sales & Services SARL	Luxembourg	3/19/2014
2028	Babcock & Wilcox India Holdings, Inc.	Delaware	3/4/2010
598	Babcock & Wilcox India Private Limited	India	2/3/1999
126	Babcock & Wilcox International Investments Co., Inc.	Panama	10/23/1985
530	Babcock & Wilcox International Sales and Service Corporation	Delaware	9/27/1973
541	Babcock & Wilcox International, Inc.	Delaware	5/20/1981
2072	Babcock & Wilcox Power Generation Group Canada Corp.	Nova Scotia	11/27/2013
500	Babcock & Wilcox Power Generation Group, Inc.	Delaware	12/16/1977
599	Babcock & Wilcox Volund A/S	Denmark	11/22/1999
1988	Delta Power Services, LLC	Delaware	3/1/2001
766	Diamond Operating Co., Inc.	Delaware	3/1/2002
1572	Diamond Power Australia Holdings, Inc.	Delaware	9/3/2002
1984	Diamond Power Central & Eastern Europe s.r.o.	Czech Republic	3/25/2008
1573	Diamond Power China Holdings, Inc.	Delaware	9/3/2002
521	Diamond Power do Brasil Limitada	Brazil	2/13/1998
1574	Diamond Power Equity Investments, Inc.	Delaware	9/3/2002
525	Diamond Power Finland OY	Finland	3/14/1985

Reference ID	Name	Jurisdiction	Formation
504	Diamond Power Germany GmbH	Germany	10/30/2001
597	Diamond Power International, Inc.	Delaware	3/6/1997
949	Diamond Power Machine (Hubei) Co., Inc.	China	4/20/2004
1908	Diamond Power Services S.E.A. Ltd.	Thailand	2/22/2000
522	Diamond Power Specialty (Proprietary) Limited	Republic of South Africa	4/29/1998
523	Diamond Power Specialty Limited	United Kingdom	3/5/1913
524	Diamond Power Sweden AB	Sweden	3/2/1965
2079	DPS Anson, LLC	Delaware	1/15/2014
2044	DPS Berlin, LLC	Delaware	2/24/2011
1997	DPS Cadillac, LLC	Delaware	2/17/2006
1995	DPS Florida, LLC	Delaware	10/25/2005
1993	DPS Gregory, LLC	Delaware	11/10/2004
1992	DPS Mecklenburg, LLC	Delaware	9/27/2004
9999	DPS Piedmont, LLC	Delaware	6/29/2010
2082	Ebensburg Energy, LLC	Delaware	3/27/2014
967	Ebensburg Investors Limited Partnership	Pennsylvania	3/26/1992
331	Ebensburg Power Company	Pennsylvania	12/9/1986
2027	Gotaverken Milijo AB	Sweden	12/3/2003
2055	Loibl Allen-Sherman Hoff GmbH	Germany	12/16/1993
2104	MEGTEC Acquisition, LLC	Delaware	8/8/2008
2097	MEGTEC Energy & Environmental LLC	Delaware	4/22/2008
2092	MEGTEC Environmental Limited	United Kingdom	12/12/2003
2100	MEGTEC Europe Cooperatief U.A.	Netherlands	8/20/2008
2083	MEGTEC Holdings, Inc.	Delaware	8/8/2008
2089	MEGTEC IEPG BV	Netherlands
2103	MEGTEC India Holdings, LLC	Delaware	4/22/2008
2101	MEGTEC PPG BV	Netherlands	9/17/2008
2091	MEGTEC Systems AB	Sweden	8/8/1970
2095	MEGTEC Systems Amal AB	Sweden	7/17/2001
2098	MEGTEC Systems Australia, Inc.	Delaware	1/12/1999
2087	MEGTEC Systems India Private Ltd.	India	12/19/2005
2094	MEGTEC Systems Limited	United Kingdom	9/17/2008
2093	MEGTEC Systems S.A.S.	France	11/23/1974
2086	MEGTEC Systems Shanghai Ltd.	China
2096	MEGTEC Systems, Inc.	Delaware	7/7/1997
2085	MEGTEC Thermal Energy & Environmental Technology (Shanghai), LTD.	China
2088	MEGTEC TurboSonic Inc.	Ontario	7/1/2000
2099	MEGTEC TurboSonic Technologies, Inc.	Delaware	4/14/1961

Reference ID	Name	Jurisdiction	Formation
2101	MTS Asia, Inc.	Delaware	6/17/2001
2090	MTS Environmental GmbH	Germany	2/27/2008
1989	O&M Holding Company	Delaware	6/26/2008
707	P.T. Babcock & Wilcox Asia	Indonesia	8/24/2000
534	Palm Beach Resource Recovery Corporation	Florida	10/26/1984
560	Power Systems Operations, Inc.	Delaware	10/22/1985
568	Revloc Reclamation Service, Inc.	Delaware	7/2/1990
2013	Servicios de Fabricacion de Valle Soleado, S.A. de C.V.	Mexico	7/31/2009
2012	Servicios Profesionales de Valle Soleado, S.A. de C.V.	Mexico	7/31/2009
767	SOFCo - EFS Holdings LLC	Delaware	2/22/2002
595	Babcock & Wilcox Technology, Inc.	Delaware	3/6/1997
	Babcock & Wilcox Holdings, Inc.	Delaware	4/20/2015

EXHIBIT II –EXISTING INSURANCE AGREEMENTS

Name of Agreement	Party to Agreement	Party to Agreement	Party to Agreement	Party to Agreement	Party to Agreement	Effective Date of Agreement
Cash Flow Deductible Workers’ Compensation Agreement	The Babcock & Wilcox Company	Insurance Company of North America				4/1/1991
Workers Compensation Deductible Funding Agreement	Babcock & Wilcox Company	CIGNA Insurance Company of Texas	Pacific Employers Insurance Company			4/1/1992
Agreement for Workers Compensation Residual market Assessments	Babcock & Wilcox Company	CIGNA Insurance Company of Texas	Pacific Employers Insurance Company			4/1/1992
Casualty Insurance Program Agreement	The Babcock & Wilcox Company	Pacific Employers Insurance Company				4/1/1993
Agreement for Workers Compensation Residual market Assessments Captive Program	Pacific Employers Insurance Company	Creole Insurance Company, Ltd				4/1/1993
Casualty Insurance Program Agreement	The Babcock & Wilcox Company	Pacific Employers Insurance Company				4/1/1994
Agreement for Workers compensation Redidual Market Assessments Captive Program	Pacific Employers Insurance Company	Creole Insurance Company, Ltd				4/1/1994
Casualty Insurance Program Agreement	The Babcock & Wilcox Company	CIGNA Insurance Company	Bankers Standard Insurance Company			4/1/1995
Casualty Insurance Program Agreement	The Babcock & Wilcox Company	CIGNA Insurance Company	Bankers Standard Insurance Company			4/1/1995
Addendum I Casualty Insurance Program Agreement	The Babcock & Wilcox Company	CIGNA Insurance Company	Bankers Standard Insurance Company			4/1/1996
Reinsurance Agreement	Honore Insurance Company Limited	CIGNA Insurance Company				4/1/1997
Reinsurance Agreement	Honore Insurance Company Limited	CIGNA Insurance Company of Canada				4/1/1997
Addendum III Casualty Insurance Program Agreement	The Babcock & Wilcox Company	CIGNA Insurance Company	Bankers Standard Insurance Company	Pacific Employers Insurance Company		4/1/1997
Final Summary of Proposal	Aon Risk Services of Texas, Inc	Pacific Employers Ins/Bankers Standard Ins.				4/1/1997
Canadian Reinsurance Agreement	Honore Insuance Company Limited	CIGNA Insurance Company of Canada				4/1/1997
Addendum I - Canadian Reinsurance Agreement	Honore Insuance Company Limited	CIGNA Insurance Company of Canada				4/1/1997
Agreement Regarding Return Premiums	Babcock & Wilcox Company	Creole Insurance Company, Limited	CIGNA Insurance Company	Indemnity Insurance Company of North American	CIGNA Insurance Company of Canada	7/28/1997

Name of Agreement	Party to Agreement	Party to Agreement	Party to Agreement	Party to Agreement	Party to Agreement	Effective Date of Agreement
Agreement Regarding Return Premiums	The Babcock & Wilcox Company	Creole Insurance Company, Limited	CIGNA Insurance Company	Indemnity Insurance Company of NA	CIGNA Insuarnce Company fo Canada	7/28/1997
Agreement	The Babcock & Wilcox Company	Pacific Employers Insurance Company				4/1/1998
Casualty Insurance Program Agreement	The Babcock & Wilcox Company	CIGNA Insurance Company of Texas	Pacific Employers Insurance Company			4/1/1998
Addendum I Reinsurance Agreement	Honore Insurance Company Ltd	CIGNA Insurance Company of Canada				4/1/1998
Casualty Insurance Program Agreement	The Babcock & Wilcox Company	CIGNA Insurance Company of Texas	Pacific Employers Insurance Company			4/1/1998
Cash Flow Deductible Workers’ Compensation Program	AON Risk Services of Texas, Inc.	CIGNA Insurance Company of Texas	Pacific Employers Insurance Company			4/1/1998
Cash Flow High Deductible Program	AON Risk Services of Texas, Inc.	Insurance Company of North America	Pacific Employers Insurance Company			4/1/1998
Specific Excess Workers’ Compensaiton & Employers’ Liability	AON Risk Services of Texas, Inc.	CIGNA Insurance Company				4/1/1998
TPA Agreement	The Babcock & Wilcox Company	Pacific Employers Insurance Co.				4/1/1998
Casualty Insurance Program Agreement	The Babcock & Wilcox Company	CIGNA Insurance Company of Texas	Pacific Employers Insurance Company			4/1/1998
Casualty Insurance Program Agreement	The Babcock & Wilcox Company	CIGNA Insurance Company of Texas	Pacific Employers Insurance Company			4/1/1998
Final Summary of Proposal	Aon Risk Services of Texas, Inc	Pacific Employers Insurance Co.	CIGNA Insurance Company			4/1/1998
Agreement	The Babcock & Wilcox Company	Pacific Employers Insurance Company				4/1/1999
Addendum I Casualty Insurance Program Agreement	The Babcock & Wilcox Company	Pacific Employers Insurance Company	ACE Insurance Company of Texas (formerly CIGNA Insurance company of Texas			4/1/1999
Addendum II Casualty Insurance Program Agreement	The Babcock & Wilcox Company	Pacific Employers Insurance Company	CIGNA Insurance Company of Texas			4/1/1999
Addendum II to Reinsurance Agreement	Cigna Insurance Company of Canada	Honore Insurance Company Limited				4/1/1999
Addendum III to Reinsurance Agreeement	ACE INA Insurance (formely CIGNA Insurance Company of Canada	Honore Insurance Company Limited				4/1/1999

Name of Agreement	Party to Agreement	Party to Agreement	Party to Agreement	Party to Agreement	Party to Agreement	Effective Date of Agreement
Multi-Line Deductible Cash Flow Insurance	AON Risk Services of Texas, Inc.	Pacific Employers Insurance Company	CIGNA Insurance Company	Insurance Company of North America		4/1/1999
Combined Miult-Line Program Agreement	Pacific Employers Insurance Company	Babcock & Wilson Company				1/1/2000
Addendum IV Reinsurance Agreement	ACE INA Insurance	Honore Insurance Company Limited				1/1/2000
Addendum II Combined Multi-line Program Agreement	Pacific Employers Insurance Company	Babcock & Wilson Company				1/1/2001
Addendum V to Resinsurance Agreement	ACE INA Insurance	Honore Insurance Company Limited				1/1/2001
Addendum IV to Combined Multi-Line Program Agreement	Pacific Employers Insurance Company	Babcock & Wilson Company				1/1/2002
Addendum VI to Reinsurance Agreement	ACE INA Insurance	Pirogue Insurance Company, Ltd				1/1/2002
Addendum V to Combined Multi-Line Program Agreement	Babcock & Wilcox Company	ACE American Insurance Company	Pacific Employers Insurance Company			1/1/2003
Addendum VII to Reinsurance Agreement	ACE INA Insurance	Pirogue Insurance Company, Ltd				1/1/2003
Addendum VI to Combined multi-Line Program	Babcock & Wilcox Company	ACE American Insurance Company	Pacific Employers Insurance Company	ACE INA Insurance Company		1/1/2004
Addendum VII to Combined Multi-Line Program Agreement	Babcock & Wilcox Company	ACE American Insurance Company	ACE INA Insurance Company			1/1/2005
Casualty Program Binder	The Babcock & Wilcox Company	ACE American Insurance Company	ACE INA Insurance			1/1/2006
Casualty Program Binder	The Babcock & Wilcox Company	ACE American Insurance Company	ACE INA Insurance			1/1/2007
Casualty Program Binder	The Babcock & Wilcox Company	ACE American Insurance Company	ACE INA Insurance	Indemnity Insurance Company of North America		1/1/2008
Casualty Program Proposal	The Babcock & Wilcox Company	ACE American Insurance Company	ACE INA Insurance	Indemnity Insurance Company of North America		1/1/2009
Casualty Program Proposal	The Babcock & Wilcox Company	ACE American Insurance Company	ACE INA Insurance	Indemnity Insurance Company of North America		1/1/2010
Assumption and Loss Allocation Agreement	Babcock & Wilcox Holdings, Inc.	McDermott International, Inc.	ACE American Insurance Company			5/18/2010
Novation and Assumption Agreement	Creole Insurance Company, Ltd.	Boudin Insurance Company, Ltd.	ACE American Insurance Company			5/18/2010

Name of Agreement	Party to Agreement	Party to Agreement	Party to Agreement	Party to Agreement	Party to Agreement	Effective Date of Agreement
Casualty Program Binder	The Babcock & Wilcox Company	ACE American Insurance Company	Indemnity Insurance Company of North America			1/1/2011
Casualty Program Binder	The Babcock & Wilcox Company	ACE American Insurance Company	Indemnity Insurance Company of North America			1/1/2012
Casualty Program Binder	The Babcock & Wilcox Company	ACE American Insurance Company	Indemnity Insurance Company of North America			1/1/2013
Casualty Program Binder	The Babcock & Wilcox Company	ACE American Insurance Company	Indemnity Insurance Company of North America			11/15/2013
Casualty Program Binder	The Babcock & Wilcox Company	ACE American Insurance Company	Indemnity Insurance Company of North America			11/15/2014

EXHIBIT III –EXISTING POLICIES

Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
4/1/1982	4/1/1983	GLP 829719	Babcock & Wilcox Company	GL	INA
4/1/1982	4/1/1985	XCP 014414	Intermountain Power Agency Department of Water & Power City of Los Angeles	XGL	INA
4/1/1983	4/1/1984	RSC C20704202	Babcock & Wilcox Company	WC	INA - TX
4/1/1983	4/1/1984	RSC C20704226	Babcock & Wilcox Company	WC	Pacific Employers
4/1/1983	4/1/1984	SCA 5914	The Babcock & Wilcox Company	Auto	INA - TX
4/1/1984	4/1/1985	RSC C22890785	TLT Babcock, Inc., a Joint Venture	WC	Pacific Employers
3/8/1985	3/8/1986	GLP G05111523	Babcock & Wilcox Company	GL	INA
4/1/1985	4/1/1986	RSC C19396812	Babcock & Wilcox Company	WC	Cigna
4/1/1985	4/1/1986	XCP G05111730	Commonwealth Edison Company	XGL	INA
4/1/1985	4/1/1986	XCP G0511326A	Intermountain Power Agency Department of Water & Power City of Los Angeles	GL	INA
4/21/1985	5/2/1985	GLP G05111766	Chevron USA	GL	INA
6/30/1985	7/10/1985	GLP G05112588	Chevron USA	GL	INA
4/1/1986	4/1/1987	CPO G03518656	Babcock & Wilcox Company	GL	INA
4/1/1986	4/1/1987	CPO G05114329	Babcock & Wilcox Company	GL	INA
4/1/1986	4/1/1987	CPO G05114329	Babcock & Wilcox Company	GL	INA
4/1/1986	4/1/1987	XCP G05114184	Arco Oil & Gas Company	XGL	INA
4/1/1987	4/1/1988	CPO G05115401	Babcock & Wilcox Company	XGL	INA
4/1/1987	4/1/1988	CPO G05115620	Babcock & Wilcox Company	GL	INA ILL
4/1/1987	4/1/1988	CPO G05115632	Babcock & Wilcox Company	GL	INA Ohio
4/1/1987	4/1/1988	CPO G05115978	Babcock & Wilcox Company	GL	INA
4/1/1987	4/1/1988	SCA 010999	The Babcock & Wilcox Company	Auto	INA
4/1/1988	4/1/1989	XSL G05194167	The Babcock & Wilcox Company	XGL	INA
4/1/1988	4/1/1989	XSL G05194179	The Babcock & Wilcox Company	XGL	Cigna of Ohio
4/1/1989	4/1/1990	CGO G05195792	Babcock & Wilcox Company	GL	INA
4/1/1989	4/1/1990	CPO G05195809	Babcock & Wilcox Company	GL	INA
4/1/1989	4/1/1990	CPO G05195809	Babcock & Wilcox Company	GL	INA
4/1/1989	4/1/1990	RSC C22291312	B & W Fuel Company	WC	INA
4/1/1989	4/1/1990	RSC C32916879	Babcock & Wilcox Company	WC	Pacific Employers
4/1/1989	4/1/1990	RSC C32916880	Babcock & Wilcox Company	WC	Cigna
4/1/1989	4/1/1990	RSC C32916892	Babcock & Wilcox Company 2	WC	Cigna - ILL
4/1/1989	4/1/1990	RSC C32916922	Babcock & Wilcox Company	WC	Atlantic Employers

Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
4/1/1989	4/1/1990	SCA 012151	The Babcock & Wilcox Company	Auto	INA
4/1/1989	4/1/1990	SCA 012152	The Babcock & Wilcox Company	GL	INA
4/1/1989	4/1/1990	XSL G05195780	The Babcock & Wilcox Company	XGL	INA
4/1/1989	4/1/1990	XSL G05195780	The Babcock & Wilcox Company	XGL	INA
9/17/1989	9/17/1990	CRL G0519698A	ASEA - Babcock PFBC Joint Venture	GL	INA
4/1/1990	4/1/1991	CGO G0519751A	Babcock & Wilcox Company	GL	INA
4/1/1990	4/1/1991	CGO G0519751A	Babcock & Wilcox Company	GL	INA
4/1/1990	4/1/1991	CPO G05197521	Babcock & Wilcox Company	GL	INA
4/1/1990	4/1/1991	CPO G05197521	Babcock & Wilcox Company	GL	INA
4/1/1990	4/1/1991	CPO G05197521	Babcock & Wilcox Company	GL	INA
4/1/1990	4/1/1991	RSC C22292286	Babcock & Wilcox Company	WC	Pacific Employers
4/1/1990	4/1/1991	RSC C22292304	Babcock & Wilcox Company	WC	Cigna - ILL
4/1/1990	4/1/1991	RSC C22292316	Babcock & Wilcox Company	WC	Atlantic Employers
4/1/1990	4/1/1991	RSC C22292328	B & W Fuel Company	WC	INA
4/1/1990	4/1/1991	RSC C22292730	Babcock & Wilcox Company	WC	INA
4/1/1990	4/1/1991	RSC C2229362A	Babcock & Wilcox Company	WC	California Union
4/1/1990	4/1/1991	SCA 012197	The Babcock & Wilcox Company	Auto	INA
4/1/1990	4/1/1991	SCA 012198	The Babcock & Wilcox Company	Auto	INA
4/1/1990	4/1/1991	XSL G05197508	The Babcock & Wilcox Company	XGL	INA
9/12/1990	9/12/1991	CPO G13210755	Babcock & Wilcox Company Power Generation Group	GL	INA
4/1/1991	4/1/1992	CGO G13211061	Babcock & Wilcox Company	GL	INA
4/1/1991	4/1/1992	CGO G13211061	Babcock & Wilcox Company	GL	INA
4/1/1991	4/1/1992	CPO G13211073	Babcock & Wilcox Company	GL	INA
4/1/1991	4/1/1992	CPO G13211073	Babcock & Wilcox Company	GL	INA
4/1/1991	4/1/1992	RSC C2229354	Babcock & Wilcox Company	WC	Pacific Employers
4/1/1991	4/1/1992	RSC C22293564	Babcock & Wilcox Company	WC	Atlantic Employers
4/1/1991	4/1/1992	RSC C22293898	Babcock & Wilcox Company	WC	INA
4/1/1991	4/1/1992	SCA 012272	Babcock & Wilcox Company	Auto	INA
4/1/1991	4/1/1992	WLR C22293552	Babcock & Wilcox Company	WC	Pacific Employers
4/1/1991	4/1/1992	WLR C22293849	Babcock & Wilcox Company	WC	Pacific Employers
4/1/1991	4/1/1992	WLR C22293850	Babcock & Wilcox Company	WC	Pacific Employers
4/1/1991	4/1/1992	WLR C22293862	Babcock & Wilcox Company	WC	Pacific Employers
4/1/1991	4/1/1992	WLR C22293874	Babcock & Wilcox Company	WC	Pacific Employers
4/1/1991	4/1/1992	WLR C22293886	Babcock & Wilcox Company	WC	Pacific Employers
4/1/1991	4/1/1992	XSL G1321105A	The Babcock & Wilcox Company	XGL	INA

Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
4/1/1991	4/1/1992	XWC 011231	Babcock & Wilcox Company	XWC	Cigna
7/22/1991	7/22/1992	XCP G13211437	City of Lakeland, Florida Department of Electric & Water Utilities	XGL	INA
8/24/1991	8/24/1992	OGL G1321153A	PowerSafety International, Inc.	GL	INA
9/12/1991	9/12/1992	CPO G13211541	Babcock & Wilcox Company Power Generation Group	GL	INA
4/1/1992	4/1/1993	CGO G13211887	Babcock & Wilcox Company	GL	INA
4/1/1992	4/1/1993	CPO G13211899	Babcock & Wilcox Company	GL	INA
4/1/1992	4/1/1993	CPO G13211899	Babcock & Wilcox Company	GL	INA
4/1/1992	4/1/1993	RSC C38326259	Babcock & Wilcox Company	WC	Pacific Employers
4/1/1992	4/1/1993	RSC C38326351	Babcock & Wilcox Company	WC	INA
4/1/1992	4/1/1993	WLR C38326260	Babcock & Wilcox Company	WC	Pacific Employers
4/1/1992	4/1/1993	WLR C38326338	Babcock & Wilcox Company	WC	Cigna - TX
4/1/1992	4/1/1993	XCP G13211991	Naheola Cogeneration Limited Partnership & Industrial Development Board	XGL	INA
4/1/1992	4/1/1993	XSL G13211905	The Babcock & Wilcox Company	XGL	INA
4/1/1992	4/1/1993	XWC 011301	Babcock & Wilcox Company	XWC	Cigna
4/1/1993	4/1/1994	CGO G13212612	Babcock & Wilcox Company	GL	INA
4/1/1993	4/1/1994	CGO G13212612	Babcock & Wilcox Company	GL	INA
4/1/1993	4/1/1994	CPO G13212600	Babcock & Wilcox Company	GL	INA
4/1/1993	4/1/1994	RSC C36158621	Babcock & Wilcox Company	WC	INA
4/1/1993	4/1/1994	RSC C39770489	Babcock & Wilcox Company	WC	Pacific Employers
4/1/1993	4/1/1994	SCA 012527	The Babcock & Wilcox Company	Auto	INA
4/1/1993	4/1/1994	SCA 012528	The Babcock & Wilcox Company	Auto	INA
4/1/1993	4/1/1994	XCP G13212673	Naheola Cogeneration Limited Partnership & Industrial Development Board	GL	INA
4/1/1993	4/1/1994	XSL G13212594	The Babcock & Wilcox Company	XGL	INA
4/1/1993	4/1/1994	XSL G13212594	Babcock & Wilcox Company	XGL	INA
8/24/1993	8/24/1994	OGL G13212879	PowerSafety International, Inc.	GL	INA
9/12/1993	9/13/1994	CPO G13212909	Babcock & Wilcox Company Power Generation Group	GL	INA
10/1/1993	4/1/1994	XSL G13212983	Hudson Companies	XGL	INA
4/1/1994	4/1/1995	CGO G13213215	Babcock & Wilcox Company	GL	INA
4/1/1994	4/1/1995	CGO G13213215	Babcock & Wilcox Company	GL	INA
4/1/1994	4/1/1995	CPO G13213203	Babcock & Wilcox Company	GL	INA
4/1/1994	4/1/1995	CPO G13213203	Babcock & Wilcox Company	GL	INA
4/1/1994	4/1/1995	RSC C40809016	Babcock & Wilcox Company	WC	INA
4/1/1994	4/1/1995	RSC C40809491	Babcock & Wilcox Company	WC	Pacific Employers

Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
4/1/1994	4/1/1995	SCA 012556	The Babcock & Wilcox Company	Auto	INA
4/1/1994	4/1/1995	WLR C36160159	Babcock & Wilcox Company	WC	Cigna - TX
4/1/1994	4/1/1995	WLR C40809508	Babcock & Wilcox Company	WC	Pacific Employers
4/1/1994	4/1/1995	XSL G13213197	The Babcock & Wilcox Company	XGL	INA
4/1/1994	4/1/1995	XSL G13213197	Babcock & Wilcox Company	XGL	INA
4/1/1994	4/1/1995	XSL G13213227	Hudson Companies	XGL	INA
4/1/1994	4/1/1995	XSL G13213227	Hudson Companies	XGL	INA
8/24/1994	8/24/1995	OGL G13213410	PowerSafety International, Inc.	GL	INA
9/12/1994	9/12/1995	CPO G13213380	Babcock & Wilcox Company Power Generation Group	GL	INA
4/1/1995	4/1/1996	CGO G13213720	Babcock & Wilcox Company	GL	INA
4/1/1995	4/1/1996	CPO G13213719	Babcock & Wilcox Company	GL	IND
4/1/1995	4/1/1996	NWC C3616248A	Babcock & Wilcox Construction Co.	WC	Cigna
4/1/1995	4/1/1996	RSC C36162028	Babcock & Wilcox Company	WC	Cigna
4/1/1995	4/1/1996	RSC C36162053	Hudson Companies	WC	Bankers Standard
4/1/1995	4/1/1996	RSC C3616234A	Babcock & Wilcox Company	WC	Cigna
4/1/1995	4/1/1996	WLR C36161991	Babcock & Wilcox Company	WC	Cigna
4/1/1995	4/1/1996	WLR C36162004	Babcock & Wilcox Company	WC	Bankers Standard
4/1/1995	4/1/1996	WLR C36162016	Babcock & Wilcox Company	WC	Cigna
4/1/1995	4/1/1996	XSL G13213707	The Babcock & Wilcox Company	XGL	IND
4/1/1995	4/1/1996	XSL G13213707	The Babcock & Wilcox Company	XGL	IND
8/24/1995	8/24/1996	CAL H06353149	Deep Oil Technology, Inc.	Auto	IND
8/24/1995	8/24/1996	NWC C41224319	Deep Oil Technology, Inc.	WC	Cigna
8/24/1995	8/24/1996	OGL G14232096	Deep Oil Technology, Inc.	GL	IND
4/1/1996	4/1/1997	CGO G18967431	Babcock & Wilcox Company	GL	IND
4/1/1996	4/1/1997	CPO G18968599	Babcock & Wilcox Company	GL	IND
4/1/1996	4/1/1997	CPO G18968599	Babcock & Wilcox Company	GL	IND
4/1/1996	4/1/1997	RSC C2733278A	Babcock & Wilcox Company	WC	Cigna
4/1/1996	4/1/1997	RSC C4206726A	Babcock & Wilcox Company	WC	Cigna
4/1/1996	4/1/1997	SCA 012575	The Babcock & Wilcox Company	Auto	IND
4/1/1996	4/1/1997	WLR C27332080	Babcock & Wilcox Company	WC	Cigna
4/1/1996	4/1/1997	WLR C27332766	Hudson Companies	WC	Bankers Standard
4/1/1996	4/1/1997	WLR C27332778	Babcock & Wilcox Company	WC	Bankers Standard
4/1/1996	4/1/1997	WLR C27332808	Babcock & Wilcox Company	WC	Cigna
4/1/1996	4/1/1997	XSL G18967911	Babcock & Wilcox Company	GL	INA
4/1/1996	4/1/1997	XSL G1896823A	Hudson Companies	XGL	IND

Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
8/24/1996	8/24/1997	CAL H07132001	Deep Oil Technology, Inc.	Auto	INA
8/24/1996	8/24/1997	NWC C42181018	Deep Oil Technology, Inc.	WC	INA
8/24/1996	8/24/1997	OGL G18967364	Deep Oil Technology, Inc.	GL	INA
4/1/1997	4/1/1998	RSC C42109484	Babcock & Wilcox Company	WC	Pacific Employers
4/1/1997	4/1/1998	RSC C42109502	Babcock & Wilcox Company	WC	Cigna
4/1/1997	4/1/1998	WLR C42109460	Babcock & Wilcox Company	WC	Pacific Employers
4/1/1997	4/1/1998	WLR C42109472	Babcock & Wilcox Company	WC	Bankers Standard
4/1/1997	4/1/1998	WLR C42109496	Babcock & Wilcox Company	WC	Pacific Employers
4/1/1997	4/1/1998	WLR C42109514	Hudson Companies	WC	Bankers Standard
8/24/1997	8/24/1998	CAL H07322574	Deep Oil Technology, Inc.	Auto	INA
8/24/1997	8/24/1998	NWC C42425497	Deep Oil Technology, Inc.	WC	INA
8/24/1997	8/24/1998	OGL G19326792	Deep Oil Technology, Inc.	GL	INA
12/18/1997	12/18/1998	OGL G1965722A	Monmouth Couty Materials Processing & Recovery Facility; National Ecology Company & The Babcock and Wilcox Company	GL	IND
4/1/1998	4/1/1999	HDC G19657280	Babcock & Wilcox Company	GL	Pacific Employers
4/1/1998	4/1/1999	HDO G219657292	Babcock & Wilcox Company	GL	Pacific Employers
4/1/1998	4/1/1999	ISA H07323360	The Babcock & Wilcox Company	Auto	Pacific Employers
4/1/1998	4/1/1999	PWC C42460187	Babcock & Wilcox Company	WC	Pacific Employers
4/1/1998	4/1/1999	WLR C42460151	Babcock & Wilcox Company	WC	Pacific Employers
4/1/1998	4/1/1999	WLR C42460163	Babcock & Wilcox Company	WC	Pacific Employers
4/1/1998	4/1/1999	WLR C42460175	Babcock & Wilcox Company	WC	Cigna - TX
4/1/1998	4/1/1999	WLR C42460205	Hudson Companies	WC	Cigna - TX
4/1/1998	4/1/1999	XSL G19657279	The Babcock & Wilcox Company	XGL	Pacific Employers
4/1/1998	4/1/1999	XSL G19657309	Hudson Companies	XGL	Pacific Employers
4/1/1998	4/1/1999	XSL G19657309	Hudson Companies	XGL	Pacific Employers
8/24/1998	8/24/1999	CAL H07406794	Deep Oil Technology, Inc.	Auto	Cigna
8/24/1998	8/24/1999	OGL G19657905	Deep Oil Technology, Inc.	GL	Cigna
10/1/1998	10/1/2001	XOO G19658193	State Line Energy, LLC	XGL	Cigna
12/18/1998	12/18/1999	CAL H07407385	National Ecology Company	Auto	Cigna
12/18/1998	12/18/1999	OGL G19327024	National Ecology Company, Power Systems Operations, Inc. and The Babcock & Wilcox Company and Monmouth County Materials Processing and Recovery Facility	GL	Cigna
4/1/1999	1/1/2000	HDC G19657280	Babcock & Wilcox Company	GL	Pacific Employers
4/1/1999	1/1/2000	HDO G219657292	Babcock & Wilcox Company	GL	Pacific Employers

Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
4/1/1999	4/1/2000	PWC C42643890	Babcock & Wilcox Company	WC	Pacific Employers
4/1/1999	4/1/2000	PWC C42643890	Babcock & Wilcox Company	WC	Pacific Employers
4/1/1999	4/1/2000	WLR C42643889	Hudson Companies	WC	Pacific Employers
4/1/1999	4/1/2000	WLR C42643907	Babcock & Wilcox Company	WC	Pacific Employers
4/1/1999	1/1/2000	XSL G19657279	The Babcock & Wilcox Company	XGL	Pacific Employers
4/1/1999	1/1/2000	XSL G19657309	Hudson Companies	XGL	Pacific Employers
8/24/1999	8/24/2000	CAL H0767823A	Deep Oil Technology, Inc.	Auto	Cigna
8/24/1999	8/24/2000	NWC C42645254	Deep Oil Technology, Inc.	WC	Cigna
8/24/1999	8/24/2000	OGL G1989521A	Deep Oil Technology, Inc.	GL	Cigna
12/18/1999	12/18/2000	CAL H07678903	National Ecology Company	AL	Pacific Employers
12/18/1999	12/18/2000	CUA-104533-0	National Ecology Company	Umb	Westchester Fire Ins Co
12/18/1999	12/18/2000	OGL G19895993	National Ecology Company	GL	Pacific Employers
1/1/2000	1/1/2001	HDC G19657280	Babcock & Wilcox Company	GL	Pacific Employers
1/1/2000	1/1/2001	HDO G219657292	Babcock & Wilcox Company	GL	Pacific Employers
1/1/2000	1/1/2001	PWC C42645618	Babcock & Wilcox Company	WC	Pacific Employers
1/1/2000	1/1/2001	WLR C42645631	Hudson Companies	WC	Pacific Employers
1/1/2000	1/1/2001	WLR C42645643	Babcock & Wilcox Company	WC	Pacific Employers
1/1/2000	1/1/2001	XOO G20292817	Mid American Energy Company	XGL	Pacific Employers
1/1/2000	1/1/2001	XSL G19657279	The Babcock & Wilcox Company	XGL	Pacific Employers
1/1/2000	1/1/2001	XSL G19657309	Hudson Companies	XGL	Pacific Employers
12/11/2000	6/1/2001	XLG G20295624	NRG El Segundo Operations Inc.	XGL	AAI
12/18/2000	12/18/2001	HDO G20295715	National Ecology Company	GL	Pacific Employers
12/18/2000	12/18/2001	ISA H07668016	National Ecology Company	Auto	Pacific Employers
12/18/2000	7/31/2001	XLG G20295661	NRG Cabrillo Power I	XGL	AAI
1/1/2001	1/1/2002	HDC G19657280	Babcock & Wilcox Company	GL	Pacific Employers
1/1/2001	1/1/2002	HDO G219657292	Babcock & Wilcox Company	GL	Pacific Employers
1/1/2001	1/1/2002	SCF C43139988	Babcock & Wilcox Company	WC	Pacific Employers
1/1/2001	1/1/2002	WLR C43139940	Babcock & Wilcox Company	WC	Pacific Employers
1/1/2001	1/1/2002	WLR C43140061	Hudson Companies	WC	Pacific Employers
1/1/2001	1/1/2002	XOO G20292817	Mid American Energy Company	XGL	Pacific Employers
1/1/2001	1/1/2002	XSL G19657279	The Babcock & Wilcox Company	XGL	Pacific Employers
1/1/2001	1/1/2002	XSL G19657309	Hudson Companies	XGL	Pacific Employers
7/2/2001	12/31/2001	XLG G20298017	Mirant Delta LLC	XGL	AAI
7/31/2001	3/31/2002	XLG G20295661	NRG Cabrillo Power I	XGL	AAI
12/18/2001	12/18/2002	HDO G20298431	National Ecology Company	GL	Pacific Employers

Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
12/18/2001	12/18/2002	ISA H0766946A	National Ecology Company	AL	Pacific Employers
1/1/2002	1/1/2003	HDC G19657280	Babcock & Wilcox Company	GL	Pacific Employers
1/1/2002	1/1/2003	HDO G219657292	Babcock & Wilcox Company	GL	Pacific Employers
1/1/2002	1/1/2003	SCF C43100075	Babcock & Wilcox Company	WC	Pacific Employers
1/1/2002	1/1/2003	XSL G19657279	The Babcock & Wilcox Company	XGL	Pacific Employers
1/1/2002	1/1/2003	XSL G19657309	Hudson Companies	XGL	Pacific Employers
3/31/2002	4/30/2002	XLG G20295661	NRG Cabrillo Power I	XGL	AAI
10/1/2002	1/1/2003	XLG G20580161	Mid American Energy Company	XGL	AAI
12/18/2002	12/18/2003	HDO G2030442A	National Ecology Company	GL	AAI
12/18/2002	12/18/2003	ISA H07669884	National Ecology Company	AL	AAI
1/1/2003	1/1/2004	HDC G20580124	Babcock & Wilocx Company	GL	AAI
1/1/2003	1/1/2004	HDO G20579997	Babcock & Wilcox Company	GL	AAI
1/1/2003	1/1/2004	ISA H07670060	The Babcock & Wilcox Company	Auto	AAI
1/1/2003	1/1/2004	SCF C43497194	Babcock & Wilcox Company	WC	AAI
1/1/2003	1/1/2004	WLR C43497157	Babcock & Wilcox Company	WC	AAI
1/1/2003	1/1/2004	XSL G20580045	The Babcock & Wilcox Company	XGL	AAI
2/1/2003	12/17/2003	OCP G20304479	Pasadena ISD	GL	AAI
3/1/2003	3/1/2004	XLG G20579511	Reliant Energy	XGL	AAI
12/17/2003	12/17/2004	OCP G20304479	Pasadena ISD	GL	AAI
12/18/2003	12/18/2004	HDO G2030442A	National Ecology Company	GL	AAI
12/18/2003	12/18/2004	ISA H07669884	National Ecology Company	AL	AAI
1/1/2004	1/1/2005	HDC G20300140	Babcock & Wilcox Company	GL	AAI
1/1/2004	1/1/2005	HDO G20300103	Babcock & Wilcox Company	GL	AAI
1/1/2004	1/1/2005	ISA H07670485	The Babcock & Wilcox Company	Auto	AAI
1/1/2004	1/1/2005	SCF C43966169	Babcock & Wilcox Company	WC	AAI
1/1/2004	1/1/2005	WLR C43966157	Babcock & Wilcox Company	WC	AAI
1/1/2004	1/1/2005	XSL G20300061	The Babcock & Wilcox Company	XGL	AAI
2/1/2004	2/1/2005	WCU 014570	Babcock and Wilcox Investment Company	XWC	AAI
12/17/2004	12/17/2005	OCP G20304479	Pasadena ISD	GL	AAI
12/18/2004	12/18/2005	HDO G2030442A	National Ecology Company	GL	AAI
12/18/2004	12/18/2005	ISA H07669884	National Ecology Company	AL	AAI
1/1/2005	1/1/2006	SCF C4396494A	Babcock & Wilcox Company	WC	AAI
1/1/2005	1/1/2006	WLR C43988761	Babcock & Wilcox Company	WC	AAI
9/19/2005	12/18/2005	XSL G20299721	American Electric Power Service Corp	XGL	AAI
9/19/2005	12/18/2005	XSL G20299769	American Electric Power Service Corp	XGL	AAI

Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
12/17/2005	12/17/2006	OCP G20304479	Pasadena ISD	GL	AAI
12/18/2005	12/18/2009	HDO G21703618R	National Ecology Company	GL	AAI
1/1/2006	1/1/2007	HDC G21728007	Babcock & Wilcox Company	GL	AAI
1/1/2006	1/1/2007	HDO G21727994	Babcock & Wilcox Company	GL	AAI
1/1/2006	1/1/2007	ISA H07670977	Babcock & Wilcox Company	Auto	AAI
1/1/2006	1/1/2007	SCF C44185520	Babcock & Wilcox Company	WC	AAI
1/1/2006	1/1/2007	WLR C44185532	Babcock & Wilcox Company	WC	AAI
1/1/2006	1/1/2007	XSL G21728068	Babcock & Wilcox Company	GL	AAI
12/18/2006	12/18/2007	CAL H07670928	National Ecology Company	AL	AAI
1/1/2007	1/1/2008	HDC G21736764	Babcock & Wilcox Company	GL	AAI
1/1/2007	1/1/2008	HDC G2372358A	BWXT Services, Inc.	GL	AAI
1/1/2007	1/1/2008	HDO G21736752	Babcock & Wilcox Company	GL	AAI
1/1/2007	1/1/2008	ISA H07673218	Babcock & Wilcox Company	Auto	AAI
1/1/2007	1/1/2008	ISA H07834597	BWXT Services, Inc.	Auto	AAI
1/1/2007	1/1/2008	SCF C44450653	Babcock & Wilcox Company	WC	AAI
1/1/2007	1/1/2008	WCU C44450550	Babcock & Wilcox Investment Company	WC	AAI
1/1/2007	1/1/2008	WLR C44450203	BWXT Services, Inc.	WC	AAI
1/1/2007	1/1/2008	WLR C44450616	Babcock & Wilcox Company	WC	AAI
1/1/2007	1/1/2008	XSL G21736235	BWTX Services, Inc.	GL	AAI
1/1/2007	1/1/2008	XSL G21736740	Babcock & Wilcox Company	GL	AAI
1/1/2008	1/1/2009	HDC G23734758	Babcock & Wilcox Company	GL	AAI
1/1/2008	1/1/2009	HDO G23734746	Babcock & Wilcox Company	GL	AAI
1/1/2008	1/1/2009	ISA H0823839A	The Babcock &Wilcox Company	Auto	AAI
1/1/2008	1/1/2009	WLR C44478596	The Babcock & Wilcox Company	WC	AAI
1/1/2008	1/1/2009	WLR C44479813	The Babcock & Wilcox Company	WC	IND
1/1/2008	1/1/2009	XSL G23733766	The Babcock & Wilcox Company	GL	AAI
1/1/2009	1/1/2010	HDC G23749270	The Babcock & Wilcox Company	GL	AAI
1/1/2009	1/1/2010	HDO G23749233	The Babcock & Wilcox Company	GL	AAI
1/1/2009	1/1/2010	ISA H08252506	The Babcock & Wilcox Company	Auto	AAI
1/1/2009	1/1/2010	SCF C44356909	Babcock & Wilcox Company	WC	AAI
1/1/2009	1/1/2010	WCU C44356867	Babcock & Wilcox Investment Company	WC	AAI
1/1/2009	1/1/2010	WLR C44356946	The Babcock & Wilcox Company	WC	IND
1/1/2009	1/1/2010	WLR C44356983	The Babcock & Wilcox Company	WC	AAI
1/1/2009	1/1/2010	XSL G23749312	The Babcock & Wilcox Company	GL	AAI
1/1/2010	1/1/2011	HDC G24938463	The Babcock & Wilcox Company	GL	AAI

Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
1/1/2010	1/1/2011	HDO G24938475	The Babcock & Wilcox Company	GL	AAI
1/1/2010	1/1/2011	SCF C45709516	The Babcock & Wilcox Company	WC	AAI
1/1/2010	1/1/2011	WLR C45709498	The Babcock & Wilcox Company	WC	AAI
1/1/2010	1/1/2011	WLR C45709504	The Babcock & Wilcox Company	WC	IND
1/1/2010	1/1/2011	XSL G24938451	The Babcock & Wilcox Company	GL	AAI
1/1/2011	1/1/2012	WCU C46141052	The Babcock & Wilcox Company	WC	AAI
1/1/2011	1/1/2012	ISA H08631578	The Babcock & Wilcox Company	Auto	AAI
1/1/2011	1/1/2012	WLR C46141027	The Babcock & Wilcox Company	WC	AAI
1/1/2011	1/1/2012	WLR C46141039	The Babcock & Wilcox Company	WC	IND
1/1/2011	1/1/2012	SCF C46141040	The Babcock & Wilcox Company	WC	AAI
1/1/2011	1/1/2012	XSL G25522849	The Babcock & Wilcox Company	XGL	AAI
1/1/2011	1/1/2012	HDC G25522886	The Babcock & Wilcox Company	GL	AAI
1/1/2011	1/1/2012	HDO G25522928	The Babcock & Wilcox Company	GL	AAI
1/1/2012	1/1/2013	WCU C46772544	The Babcock & Wilcox Company	WC	AAI
1/1/2012	1/1/2013	ISA H08693560	The Babcock & Wilcox Company	Auto	AAI
1/1/2012	1/1/2013	WLR C46772556	The Babcock & Wilcox Company	WC	AAI
1/1/2012	1/1/2013	WLR C46772568	The Babcock & Wilcox Company	WC	IND
1/1/2012	1/1/2013	SCF C4677257A	The Babcock & Wilcox Company	WC	AAI
1/1/2012	1/1/2013	XSL G25533677	The Babcock & Wilcox Company	XGL	AAI
1/1/2012	1/1/2013	HDC G25533689	The Babcock & Wilcox Company	GL	AAI
1/1/2012	1/1/2013	HDO G25533690	The Babcock & Wilcox Company	GL	AAI
1/1/2013	11/1/2013	WCU C47124025	The Babcock & Wilcox Company	WC	AAI
1/1/2013	11/1/2013	ISA H08711720	The Babcock & Wilcox Company	Auto	AAI
1/1/2013	11/1/2013	WLR C47124037	The Babcock & Wilcox Company	WC	AAI
1/1/2013	11/1/2013	WLR C47124049	The Babcock & Wilcox Company	WC	IND
1/1/2013	11/1/2013	XSL G27013107	The Babcock & Wilcox Company	XGL	AAI
1/1/2013	11/1/2013	HDC G27013119	The Babcock & Wilcox Company	GL	AAI
1/1/2013	11/1/2013	HDO G27013120	The Babcock & Wilcox Company	GL	AAI
1/1/2013	11/1/2013	SCF C47124050	The Babcock & Wilcox Company	WC	AAI
11/1/2014	11/1/2015	WCU C48019006	The Babcock & Wilcox Company	WC	AAI
11/1/2014	11/1/2015	WLR C48019018	The Babcock & Wilcox Company	WC	AAI
11/1/2014	11/1/2015	WLR C48019031	The Babcock & Wilcox Company	WC	IND
11/1/2014	11/1/2015	SCF C4801902A	The Babcock & Wilcox Company	WC	AAI
11/1/2014	11/1/2015	ISA H08828726	The Babcock & Wilcox Company	Auto	AAI
11/1/2014	11/1/2015	XSL G27337971	The Babcock & Wilcox Company	XSGL	AAI

Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
11/1/2014	11/1/2015	HDC G2733796A	The Babcock & Wilcox Company	GL	AAI
11/1/2014	11/1/2015	HDO G27337958	The Babcock & Wilcox Company	GL	AAI
1/1/2011	1/1/2012	OCP G25527963	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2011	1/1/2012	OCP G25528001	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2011	1/1/2012	OCP G25528049	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2011	1/1/2012	OCP G25528128	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2011	1/1/2012	OCP G25527975	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2011	1/1/2012	OCP G25528013	Babcock & Wilcox Power Generation Group Field Service Engineering Service	OCP	AAI
1/1/2011	1/1/2012	OCP G25528050	Babcock & Wilcox Construction Co. , Inc.	OCP	AAI
1/1/2011	1/1/2012	OCP G25528098	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2011	1/1/2012	OCP G2552813A	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2011	1/1/2012	OCP G25528116	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2011	1/1/2012	OCP G25528153	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/4/2015	1/1/2012	OCP G2553220A	Babcock & Wilcox Power Generation Group, Inc./Service Company - Field Engineering Services	OCP	AAI
1/1/2011	1/1/2012	OCP G25532247	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
1/1/2011	1/1/2012	OCP G25532284	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
1/1/2011	1/1/2012	OCP G25532326	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
1/1/2011	1/1/2012	OCP G25532363	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
1/1/2011	1/1/2012	OCP G25532211	Babcok & Wilcox Construction Co	OCP	AAI
1/1/2011	1/1/2012	CCP G25532259	Babcock & Wilcox Construction Co.	OCP	AAI
1/1/2011	1/1/2012	OCP G25532296	Babcock & Wilcox Construction Co	OCP	AAI
1/1/2011	1/1/2012	OCP G25532338	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
1/1/2011	1/1/2012	OCP G25532375	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
1/1/2011	1/1/2012	OCP G25532223	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
1/1/2011	1/1/2012	OCP G25532260	Babcock & Wilcox Power Generation Group Inc	OCP	AAI
1/1/2011	1/1/2012	OCP G25532302	Babcock & Wilcox Power Generation Group Inc	OCP	AAI
1/1/2011	1/1/2012	OCP G2553234A	Babcock & Wilcox Power Generation Group Inc	OCP	AAI
1/1/2011	1/1/2012	OCP G25532387	Babcock & Wilcox Power Generation Group Inc	OCP	AAI
1/1/2011	1/1/2012	OCP G25532235	Babcock & Wilcox Power Generaton Group, Inc.	OCP	AAI
1/1/2011	1/1/2012	OCP G25532272	Babcock & Wilcox Power Generaton Group, Inc.	OCP	AAI
1/1/2011	1/1/2012	OCP G25532314	Babcock & Wilcox Power Generaton Group, Inc.	OCP	AAI
1/1/2011	1/1/2012	OCP G25532351	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/24/2011	1/1/2012	OCP G25532442	Allen-Sherman-Hoff	OCP	AAI
2/2/2011	1/1/2012	OCP G25532521	Babcock & Wilcox Power Generaton Group, Inc.	OCP	AAI

Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
1/24/2011	1/1/2012	OCP G25532569	Babcock & Wilcox Power Generaton Group, Inc.	OCP	AAI
1/27/2011	1/1/2012	OCP G25532454	Babcock & Wilcox Power Generation Group Field Engineering Service - BWSC	OCP	AAI
1/24/2011	1/1/2012	OCP G25532491	Babcock & Wilcox Power Generation Group	OCP	AAI
2/2/2011	1/1/2012	OCP G25532533	Babcock & Wilcox Power Generation Group Field Engineering Service - BWSC	OCP	AAI
2/9/2011	1/1/2012	OCP G25532429	Babcock & Wilcox Construction Co. Inc.	OCP	AAI
2/15/2011	1/1/2012	OCP G25532466	Babcock & Wilcox Power Generation Group, Inc. FPD-Environmental Aftermarket Group 0688	OCP	AAI
2/17/2011	1/1/2012	OCP G25532508	Babcock & Wilcox Power Generation Group Field Engineering Service - BWSC	OCP	AAI
2/21/2011	1/1/2012	OCP G25532545	Babcock & Wilcox Power Generation Group Field Engineering Service - BWSC	OCP	AAI
3/7/2011	1/1/2012	OCP G25532430	B&W PGG, Field Engineering Services	OCP	AAI
3/14/2011	1/1/2012	OCP G25532478	Babcock & Wilcox Construction Co., Inc.	OCP	AAI
4/9/2011	1/1/2012	OCP G2553251A	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
3/30/2011	1/1/2012	OCP G25532557	Babcock & Wilcox Power Generation Group, Inc./Service Company – Field Engineering Services	OCP	AAI
3/28/2011	1/1/2012	OCP G25532600	Babcock & Wilcox Construction Co., Inc.	OCP	AAI
4/1/2011	1/1/2012	OCP G25532648	Babcock & Wilcox Power Generation Group	OCP	AAI
4/5/2011	1/1/2012	OCP G25532685	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
5/9/2011	1/1/2012	OCP G25532612	Babcock & Wilcox Construction Co., Inc.	OCP	AAI
5/13/2011	1/1/2012	OCP G25532697	Babcock & Wilcox Power Generation Group, INC.	OCP	AAI
5/13/2011	1/1/2012	OCP G25532739	Babcock & Wilcox Power Generation Group	OCP	AAI
5/23/2011	1/1/2012	OCP G25532776	IveyCooper Services	OCP	AAI
7/18/2011	1/1/2012	OCP G25532636	Babcock & Wilcox Power Generation Group	OCP	AAI
7/26/2011	1/1/2012	OCP G25532715	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
7/27/2011	1/1/2012	OCP G25532752	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
7/29/2011	1/1/2012	OCP G26437362	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
7/31/2011	1/1/2012	OCP G26437404	Babcock & Wilcox Construction Co., Inc.	OCP	AAI
9/1/2011	1/1/2012	OCP G26437489	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
9/26/2011	1/1/2012	OCP G26437453	PPG-Environmental Aftermarket Services	OCP	AAI
9/23/2011	1/1/2012	OCP G26437490	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
10/1/2011	1/1/2012	OCP G26437428	Babcock & Wilcox Power Generation Group	OCP	AAI
10/4/2011	1/1/2012	OCP G26437465	Babcock & Wilcox Power Generation Group	OCP	AAI
10/11/2011	1/1/2012	OCP G26437507	Babcock & Wilcox Power Generation Group	OCP	AAI

Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
10/24/2011	1/1/2012	OCP G26437398	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
11/7/2011	1/1/2012	OCP G26437544	IveyCooper Services	OCP	AAI
11/14/2011	1/1/2012	OCP G26437477	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
12/19/2011	1/1/2012	OCP G26437519	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439127	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439164	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439206	Babcock & Wilcox Power Generaton Group, Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439243	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439280	B&W PGG, Field Engineering Services	OCP	AAI
1/1/2012	1/1/2013	OCP G26439322	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G2643936A	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439401	Allen-Sherman-Hoff	OCP	AAI
1/1/2012	1/1/2013	OCP G26439449	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Services - BWSC	OCP	AAI
1/1/2012	1/1/2013	OCP G26439486	Babcok & Wilcox Construction Co	OCP	AAI
1/1/2012	1/1/2013	OCP G26439528	Babcock & Wilcox Power Generation Group Field Engineering Service - BWSC	OCP	AAI
1/1/2012	1/1/2013	OCP G26439565	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439607	Babcock & Wilcox Construction Co., Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439644	Babcock & Wilcox Construction Co., Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439681	Babcock & Wilcox Construction Co., Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439723	Babcock & Wilcox Power Generation Group	OCP	AAI
1/1/2012	1/1/2013	OCP G26439760	Babcock & Wilcox Power Generaton Group, Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439802	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G2643984A	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439887	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439139	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439176	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439218	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439255	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439292	Babcock & Wilcox Power Generation Group Field Engineering Service - BWSC	OCP	AAI
1/1/2012	1/1/2013	OCP G26439334	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Services - BWSC	OCP	AAI
1/1/2012	1/1/2013	OCP G26439371	Babcock & Wilcox Power Generation Group, Inc. FPD-Environmental Aftermarket Group 0688	OCP	AAI

Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
1/1/2012	1/1/2013	OCP G26439413	Babcock & Wilcox Power Generation Group Field Engineering Service - BWSC	OCP	AAI
1/1/2012	1/1/2013	OCPG26439450	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Services - BWSC	OCP	AAI
1/1/2012	1/1/2013	OCP G26439498	Babcock & Wilcox Power Generation Group Field Engineering Service - BWSC	OCP	AAI
1/1/2012	1/1/2013	OCP G2643953A	Babcock & Wilcox Power Generation Group Field Service Engineering Service	OCP	AAI
1/1/2012	1/1/2013	OCP G26439577	Babcock & Wilcox Construction Co., Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439619	Babcock & Wilcox Power Generation Group	OCP	AAI
1/1/2012	1/1/2013	OCP G26439656	Babcock & Wilcox Power Generation Group	OCP	AAI
1/1/2012	1/1/2013	OCP G26439693	Babcock & Wilcox Power Generaton Group, Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439735	Babcock & Wilcox Construction Co. Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439772	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439814	Babcock & Wilcox Power Generation Group	OCP	AAI
1/1/2012	1/1/2013	OCP G26439851	Babcock & Wilcox Power Generaton Group, Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439899	Babcock & Wilcox Construction Co	OCP	AAI
1/1/2012	1/1/2013	OCP G26439140	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Services - BWSC	OCP	AAI
1/1/2012	1/1/2013	OCP G26439188	Babcock & Wilcox Power Generaton Group, Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G2643922A	Babcock & Wilcox Power Generation Group, Inc./Service Company – Field Engineering Services	OCP	AAI
1/1/2012	1/1/2013	OCP G26439267	Babcock & Wilcox Power Generation Group Inc	OCP	AAI
1/1/2012	1/1/2013	OCP G26439309	Babcock & Wilcox Power Generation Group Inc	OCP	AAI
1/1/2012	1/1/2013	OCP G26439346	Babcock & Wilcox Power Generation Group Inc	OCP	AAI
1/1/2012	1/1/2013	OCP G26439383	Babcock & Wilcox Power Generation Group	OCP	AAI
1/1/2012	1/1/2013	OCP G26439425	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439462	Babcock & Wilcox Power Generation Group, Inc. (FPD)	OCP	AAI
1/1/2012	1/1/2013	OCP G26439504	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439541	Babcock & Wilcox Power Generation Group	OCP	AAI
1/1/2012	1/1/2013	OCP G26439589	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
1/1/2012	1/1/2013	OCP G26439620	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/20/2012	1/1/2013	OCP G26439516	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/4/2012	1/1/2013	OCP G26439553	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/10/2012	1/1/2013	OCP G26439632	Babcock & Wilcox Power Generation Group	OCP	AAI
1/1/2012	1/1/2013	OCP G2643967A	Babcock & Wilcox Construction Company, Inc.	OCP	AAI

Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
1/24/2012	1/1/2013	OCP G26439711	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/25/2012	1/1/2013	OCP G26439759	Babcock & Wilcox Power Generation Group Field Engineering Service - BWSC	OCP	AAI
1/26/2012	1/1/2013	OCP G26439796	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/26/2012	1/1/2013	OCP G26439838	IveyCooper Services, LLC	OCP	AAI
1/30/2012	1/1/2013	OCP G26439875	Babcock & Wilcox Power Generation Group, Inc./Service Company – Field Engineering Services	OCP	AAI
2/2/2012	1/1/2013	OCP G26439929	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Service - BWSC	OCP	AAI
2/2/2012	1/1/2013	OCP G26439966	Babcock & Wilcox PGG/BWSC/RP	OCP	AAI
2/6/2012	1/1/2013	OCP G26439930	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
2/7/2012	1/1/2013	OCP G26439942	Diamond Power Specialty Company Allen-Sherman-Hoff Diamond Power Controls & Diagnostics	OCP	AAI
2/14/2012	1/1/2013	OCP G2643998A	Babcock & Wilcox Power Generation Group Field Service Engineering Service	OCP	AAI
3/2/2012	1/1/2013	OCP G26439991	B&W PGG, Inc. KVB Enertec Products Emissions Monitoring	OCP	AAI
3/19/2012	1/1/2013	OCP G2644004A	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
3/22/2012	1/1/2013	OCP G26440087	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
3/28/2012	1/1/2013	OCP G26440014	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Services	OCP	AAI
4/3/2012	1/1/2013	OCP G26440099	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
4/2/2012	1/1/2013	OCP G26440026	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Services	OCP	AAI
4/2/2012	1/1/2013	OCP G26440063	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
4/11/2012	1/1/2013	OCP G26440105	Diamond Power Specialty Company Allen-Sherman-Hoff Diamond Power Controls & Diagnostics	OCP	AAI
5/1/2012	1/1/2013	OCP G26440038	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
4/23/2012	1/1/2013	OCP G26440117	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
5/2/2012	1/1/2013	OCP G27011949	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
6/4/2012	1/1/2013	OCP G27011986	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
5/25/2012	1/1/2013	OCP G27012024	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
6/4/2012	1/1/2013	OCP G27012103	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI

Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
6/6/2012	1/1/2013	OCP G27012140	IveyCooper Services LLC	OCP	AAI
6/19/2012	1/1/2013	OCP G27012188	Babcock & Wilcox Construction Co., Inc.	OCP	AAI
6/28/2012	1/1/2013	OCP G27012267	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
8/1/2012	1/1/2013	OCP G27012346	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
9/20/2012	1/1/2013	OCP G27011950	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
10/11/2012	1/1/2013	OCP G27012073	Babcock & Wilcox Power Generation Group Inc./ B&W Service Company	OCP	AAI
10/15/2012	1/1/2013	OCP G27012115	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
10/9/2012	1/1/2013	OCP G27012152	Babcock & Wilcox Power Generation Group Field Engineering Service - BWSC	OCP	AAI
10/29/2012	1/1/2013	OCP G2701219A	Babcock & Wilcox Power Generation Group Field Engineering Service - BWSC	OCP	AAI
11/12/2012	1/1/2013	OCP G27012279	Diamond Power International, Inc. 2600 E. Main Street Lancaster, OH 43130	OCP	AAI
12/3/2012	1/1/2013	OCP G27012310	Diamond Power Specialty Company Allen-Sherman-Hoff Diamond Power Controls & Diagnostics	OCP	AAI
12/4/2012	1/1/2013	OCP G27012358	Allen-Sherman-Hoff, a Division of Diamond Power International, Inc. 2600 E. Main Street, P.O. Box 415, Lancaster, OH 43130	OCP	AAI
11/1/2012	1/1/2013	OCP G27012395	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27012437	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27011962	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27012000	Babcock & Wilcox Power Generaton Group, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27012048	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27012085	B&W PGG, Field Engineering Services	OCP	AAI
1/1/2013	11/15/2013	OCP G27012127	Allen-Sherman-Hoff	OCP	AAI
1/1/2013	11/15/2013	OCP G27012164	Babcock & Wilcox Power Generation Group Field Engineering Service - BWSC	OCP	AAI

Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
1/1/2013	11/15/2013	OCP G27012206	Babcock & Wilcox Power Generation Group	OCP	AAI
1/1/2013	11/15/2013	OCP G27012243	Babcock & Wilcox Power Generaton Group, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27012280	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27012322	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G2701236A	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27012401	Babcock & Wilcox Power Generation Group Field Engineering Service - BWSC	OCP	AAI
1/1/2013	11/15/2013	OCP G27012012	Babcock & Wilcox Power Generation Group, Inc. FPD-Environmental Aftermarket Group 0688	OCP	AAI
1/1/2013	11/15/2013	OCP G2701205A	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Services - BWSC	OCP	AAI
1/1/2013	11/15/2013	OCP G27012097	Babcock & Wilcox Power Generation Group Field Engineering Service - BWSC	OCP	AAI
1/1/2013	11/15/2013	OCP G27012139	Babcock & Wilcox Power Generation Group Field Service Engineering Service	OCP	AAI
1/1/2013	11/15/2013	OCP G27012176	Babcock & Wilcox Construction Co., Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27012218	Babcock & Wilcox Power Generation Group	OCP	AAI
1/1/2013	11/15/2013	OCP G27012255	Babcock & Wilcox Power Generation Group	OCP	AAI
1/1/2013	11/15/2013	OCP G27012292	Babcock & Wilcox Power Generaton Group, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27012334	Babcock & Wilcox Power Generation Group	OCP	AAI
1/1/2013	11/15/2013	OCP G27012371	Babcock & Wilcox Power Generaton Group, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27012413	Babcock & Wilcox Construction Co	OCP	AAI
1/1/2013	11/15/2013	OCP G27018622	Babcock & Wilcox Power Generation Group Inc	OCP	AAI
1/1/2013	11/15/2013	OCP G2701866A	Babcock & Wilcox Power Generation Group Inc	OCP	AAI
1/1/2013	11/15/2013	OCP G27018701	Babcock & Wilcox Power Generation Group Inc	OCP	AAI
1/1/2013	11/15/2013	OCP G27018749	Babcock & Wilcox Power Generation Group	OCP	AAI
1/1/2013	11/15/2013	OCP G27018786	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27018828	Babcock & Wilcox Power Generation Group, Inc. (FPD)	OCP	AAI
1/1/2013	11/15/2013	OCP G27018865	Babcock & Wilcox Power Generation Group	OCP	AAI
1/1/2013	11/15/2013	OCP G27018907	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27018944	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27018981	Babcock & Wilcox Power Generation Group, Inc./Service Company – Field Engineering Services	OCP	AAI
1/1/2013	11/15/2013	OCP G2701902A	B&W PGG, Inc. KVB Enertec Products Emissions Monitoring	OCP	AAI

Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
1/1/2013	11/15/2013	OCP G27019067	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27019109	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Services	OCP	AAI
1/1/2013	11/15/2013	OCP G27019146	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27019183	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Services	OCP	AAI
1/1/2013	11/15/2013	OCP G27019225	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27019262	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27019304	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27019341	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27019389	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27019420	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27018580	Babcock & Wilcox Power Generation Group Field Engineering Service - BWSC	OCP	AAI
1/1/2013	11/15/2013	OCP G27012449	Babcock & Wilcox Power Generation Group Field Engineering Service - BWSC	OCP	AAI
1/1/2013	11/15/2013	OCP G27011974	Babcock & Wilcox Power Generaton Group, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27018956	Babcock & Wilcox Power Generation Group Field Engineering Service - BWSC	OCP	AAI
1/1/2013	11/15/2013	OCP G27018993	Babcock & Wilcox Power Generation Group Field Engineering Service - BWSC	OCP	AAI
1/1/2013	11/15/2013	OCP G27019031	Babcock & Wilcox Power Generation Group Field Engineering Service - BWSC	OCP	AAI
1/1/2013	11/15/2013	OCP G27019079	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27019110	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27019158	Babcok & Wilcox Construction Co	OCP	AAI
1/1/2013	11/15/2013	OCP G27019195	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27019237	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
1/1/2013	11/15/2013	OCP G27019316	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Services	OCP	AAI
1/10/2013	11/15/2013	OCP G27019353	Babcock & Wilcox Power Generaton Group, Inc., Field Engineering Services	OCP	AAI

Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
1/1/2013	11/15/2013	OCP G27019390	Babcock & Wilcox Power Generation Group, Inc., Field Engineering Services	OCP	AAI
1/10/2013	11/15/2013	OCP G27019432	Babcock & Wilcox Power Generation Group, Inc., Field Engineering Services	OCP	AAI
1/1/2013	11/15/2013	OCP G2701947A	Babcock & Wilcox Power Generation Group, Inc., Field Engineering Services	OCP	AAI
1/10/2013	11/15/2013	OCP G27019511	Babcock & Wilcox Power Generation Group, Inc., Field Engineering Services	OCP	AAI
1/1/2013	11/15/2013	OCP G27019559	Babcock & Wilcox Power Generation Group, Inc., Field Engineering Services	OCP	AAI
1/1/2013	11/15/2013	OCP G27018609	Babcock & Wilcox Power Generation Group, Inc., Field Engineering Services	OCP	AAI
1/1/2013	11/15/2013	OCP G27018646	Babcock & Wilcox Power Generation Group, Inc., Field Engineering Services	OCP	AAI
2/1/2013	11/15/2013	OCP G27018683	BWSC – Field Engineering Services	OCP	AAI
1/25/2013	11/15/2013	OCP G27018762	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/28/2013	11/15/2013	OCP G27018804	Allen Sherman Hoff – 1876	OCP	AAI
1/31/2013	11/15/2013	OCP G27018841	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Service - BWSC	OCP	AAI
1/1/2013	11/15/2013	OCP G27018968	Babcock & Wilcox Construction Co., Inc.	OCP	AAI
2/8/2013	11/15/2013	OCP G27019006	B&W Nuclear Operations Group, Inc.	OCP	AAI
2/25/2013	11/15/2013	OCP G27019043	B&W Nuclear Operations Group, Inc.	OCP	AAI
2/12/2013	11/15/2013	OCP G27019080	B&W Power Generation Group	OCP	AAI
2/18/2013	11/15/2013	OCP G27019201	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Services - BWSC	OCP	AAI
3/4/2013	11/15/2013	OCP G27019249	Babcock & Wilcox Power Generation Group, Inc BWSC – Field Engineering Services	OCP	AAI
3/4/2013	11/15/2013	OCP G27019286	Field Engineering Services / G. Nakoneczy	OCP	AAI
3/8/2013	11/15/2013	OCP G27019365	Babcock & Wilcox Nuclear Operations Group Inc.	OCP	AAI
3/12/2013	11/15/2013	OCP G27019407	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Service - BWSC	OCP	AAI
3/13/2013	11/15/2013	OCP G27019444	Diamond Power Specialty Company Allen-Sherman-Hoff Diamond Power Controls & Diagnostics	OCP	AAI
3/19/2013	11/15/2013	OCP G27019481	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
4/5/2013	11/15/2013	OCP G27019523	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI

Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
4/5/2013	11/15/2013	OCP G27019560	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
5/1/2013	11/15/2013	OCP G27018610	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
4/29/2013	11/15/2013	OCP G27018658	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
5/8/2013	11/15/2013	OCP G27018695	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Service - BWSC	OCP	AAI
5/8/2013	11/15/2013	OCP G27018737	Diamond Power Specialty Company Allen-Sherman-Hoff Diamond Power Controls & Diagnostics	OCP	AAI
5/13/2013	11/15/2013	OCP G27018774	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
5/16/2013	11/15/2013	OCP G27018816	Diamond Power Specialty Company Allen-Sherman-Hoff Diamond Power Controls & Diagnostics	OCP	AAI
5/16/2013	11/15/2013	OCP G27018853	Diamond Power Specialty Company Allen-Sherman-Hoff Diamond Power Controls & Diagnostics	OCP	AAI
5/23/2013	11/15/2013	OCP G27018932	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
5/31/2013	11/15/2013	OCP G2701897A	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
6/10/2013	11/15/2013	OCP G27019018	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
6/11/2013	11/15/2013	OCP G27019055	Diamond Power Specialty Company Allen-Sherman-Hoff Diamond Power Controls & Diagnostics	OCP	AAI
6/17/2013	11/15/2013	OCP G27019092	Diamond Power Specialty Company Allen-Sherman-Hoff Diamond Power Controls & Diagnostics	OCP	AAI
6/12/2013	11/15/2013	OCP G27019171	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
6/25/2013	11/15/2013	OCP G27019250	Diamond Power Specialty Company Allen-Sherman-Hoff Diamond Power Controls & Diagnostics	OCP	AAI
5/1/2013	11/15/2013	OCP G2701933A	Diamond Power International, Inc.	OCP	AAI
7/18/2013	11/15/2013	OCP G27019377	Diamond Power Specialty Company Allen-Sherman-Hoff Diamond Power Controls & Diagnostics	OCP	AAI
7/25/2013	11/15/2013	OCP G27019419	Babcock & Wilcox PGG/BWSC/RP	OCP	AAI
9/1/2013	11/15/2013	OCP G27019456	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
8/19/2013	11/15/2013	OCP G27019493	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Service - BWSC	OCP	AAI

Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
8/8/2013	11/15/2013	OCP G27019535	Diamond Power Specialty Company Allen-Sherman-Hoff Diamond Power Controls & Diagnostics	OCP	AAI
8/28/2013	11/15/2013	OCP G27019572	Diamond Power Specialty Company Allen-Sherman-Hoff Diamond Power Controls & Diagnostics	OCP	AAI
10/1/2013	11/15/2013	OCP G27019274	Babcock & Wilcox Power Generation Group, Inc. GSD/FES	OCP	AAI
10/15/2013	11/15/2013	OCP G27325671	BABCOCK & WILCOX POWER GENERATION GROUP, INC.	OCP	AAI
11/10/2013	11/15/2013	OCP G27325750	Ivey Cooper Services, LLC	OCP	AAI
11/15/2014	11/15/2015	OCP G27394772	Babcock & Wilcox Power Generation Group	OCP	AAI
11/15/2014	11/15/2015	OCP G27394814	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
11/15/2014	11/15/2015	OCP G27394851	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
11/15/2014	11/15/2015	OCP G27394899	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
11/15/2014	11/15/2015	OCP G27394930	BABCOCK & WILCOX POWER GENERATION GROUP, INC.	OCP	AAI
11/15/2014	11/15/2015	OCP G27394978	BABCOCK & WILCOX POWER GENERATION GROUP, INC.	OCP	AAI
11/15/2014	11/15/2015	OCP G27395016	Babcock & Wilcox Power Generaton Group, Inc.	OCP	AAI
11/15/2014	11/15/2015	OCP G27395053	Babcock & Wilcox Power Generation Group	OCP	AAI
11/15/2014	11/15/2015	OCP G27395090	Babcock & Wilcox Power Generation Group	OCP	AAI
11/15/2014	11/15/2015	OCP G27395132	Babcock & Wilcox Power Generation Group	OCP	AAI
11/15/2014	11/15/2015	OCP G2739517A	Babcock & Wilcox Power Generation Group	OCP	AAI
11/15/2014	11/15/2015	OCP G27395211	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
11/15/2014	11/15/2015	OCP G27395259	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
11/15/2014	11/15/2015	OCP G27395296	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
11/15/2014	11/15/2015	OCP G27395338	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
11/15/2014	11/15/2015	OCP G27395375	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
11/15/2014	11/15/2015	OCP G27395417	BABCOCK & WILCOX POWER GENERATION GROUP, INC.	OCP	AAI
11/15/2014	11/15/2015	OCP G27395454	BABCOCK & WILCOX POWER GENERATION GROUP, INC.	OCP	AAI
11/15/2014	11/15/2015	OCP G27395491	BABCOCK & WILCOX POWER GENERATION GROUP, INC.	OCP	AAI
11/15/2014	11/15/2015	OCP G27395533	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI

Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
11/17/2014	11/15/2015	OCP G27395570	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
11/15/2014	11/15/2015	OCP G27395612	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
11/15/2014	11/15/2015	OCP G2739565A	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
11/15/2014	12/1/2015	OCP G27395697	BABCOCK & WILCOX POWER GENERATION GROUP, INC.	OCP	AAI
11/15/2014	11/15/2015	OCP G27395739	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Services	OCP	AAI
11/15/2014	11/15/2015	OCP G27394784	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Services	OCP	AAI
11/15/2014	11/15/2015	OCP G27394826	Babcock & Wilcox Power Generaton Group, Inc.	OCP	AAI
11/15/2014	11/15/2015	OCP G27394863	B&W PGG, Field Engineering Services	OCP	AAI
11/15/2014	11/15/2015	OCP G27394905	BWSC – Field Engineering Services	OCP	AAI
11/15/2014	11/15/2015	OCP G27394942	Babcock & Wilcox Power Generation Group Field Engineering Service - BWSC	OCP	AAI
11/15/2014	11/15/2015	OCP G2739498A	Field Engineering Services / G. Nakoneczy	OCP	AAI
11/15/2014	11/15/2015	OCP G27395028	B&W PGG - Field Engineering Services	OCP	AAI
11/15/2014	11/15/2015	OCP G27395065	B&W PGG - Field Engineering Services	OCP	AAI
11/15/2014	11/15/2015	OCP G27395107	B&W PGG - Field Engineering Services	OCP	AAI
11/15/2014	11/15/2015	OCP G27395144	B&W PGG - Field Engineering Services	OCP	AAI
11/15/2014	11/15/2015	OCP G27395181	B&W PGG - Field Engineering Services	OCP	AAI
11/15/2014	11/15/2015	OCP G27395223	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
11/15/2014	11/15/2015	OCP G27395260	Babcock & Wilcox Power Generation Group, Inc., Field Engineering Services	OCP	AAI
11/15/2014	11/15/2015	OCP G27395302	Babcock & Wilcox Power Generation Group, Inc., Field Engineering Services	OCP	AAI
11/15/2014	11/15/2015	OCP G2739534A	Babcock & Wilcox Power Generation Group, Inc., Field Engineering Services	OCP	AAI
11/15/2014	11/15/2015	OCP G27395387	Babcock & Wilcox Power Generaton Group, Inc.	OCP	AAI
11/15/2014	11/15/2015	OCP G27395429	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Services	OCP	AAI
11/15/2014	11/15/2015	OCP G27395466	Babcock & Wilcox Power Generation Group, Inc., Field Engineering Services	OCP	AAI
11/15/2014	11/15/2015	OCP G27395508	Babcock & Wilcox Power Generation Group, Inc., Field Engineering Services	OCP	AAI

Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
11/15/2014	11/15/2015	OCP G27395545	Babcock & Wilcox Power Generation Group, Inc., Field Engineering Services	OCP	AAI
11/15/2014	11/15/2015	OCP G27395582	Babcock & Wilcox Power Generation Group, Inc., Field Engineering Services	OCP	AAI
11/15/2014	12/31/2017	OCP G27395624	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
11/15/2014	4/1/2017	OCP G27395661	B&W PGG, Inc. KVB Enertec Products Emissions Monitoring	OCP	AAI
11/15/2014	6/30/2017	OCP G27395703	Babcock & Wilcox Power Generation Group, Inc. KVB-Enertec Products and Services – Hatfield, PA	OCP	AAI
11/15/2014	7/16/2017	OCP G27395740	Babcock & Wilcox Power Generation Group, Inc. KVB-Enertec Products and Services – Hatfield, PA	OCP	AAI
11/15/2014	11/15/2015	OCP G27394796	B&W Nuclear Operations Group, Inc.	OCP	AAI
11/15/2014	11/15/2015	OCP G27394838	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Service - BWSC	OCP	AAI
11/15/2014	11/15/2015	OCP G27394875	Babcock & Wilcox Power Generation Group Field Engineering Service - BWSC	OCP	AAI
11/15/2014	11/15/2015	OCP G27394917	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Service - BWSC	OCP	AAI
11/15/2014	11/15/2015	OCP G27394954	Babcock & Wilcox Power Generation Group Field Engineering Service - BWSC	OCP	AAI
11/15/2014	11/15/2015	OCP G27394991	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
11/15/2014	11/15/2015	OCP G2739503A	Babcock & Wilcox Power Generaton Group, Inc.	OCP	AAI
11/15/2014	11/15/2015	OCP G27395077	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
11/15/2014	11/15/2015	OCP G27395119	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
11/15/2014	11/15/2015	OCP G27395156	Babcock & Wilcox Power Generaton Group, Inc.	OCP	AAI
11/15/2014	11/15/2015	OCP G27395193	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
11/15/2014	11/15/2015	OCP G27395235	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Service - BWSC	OCP	AAI
11/15/2013	8/31/2014	OCP G27395272	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
11/15/2014	11/15/2015	OCP G27395314	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Services	OCP	AAI
11/15/2014	11/15/2015	OCP G27395351	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Services	OCP	AAI
11/15/2014	11/15/2015	OCP G27395399	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI

Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
11/15/2014	11/15/2015	OCP G27395430	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Service – BWSC	OCP	AAI
11/15/2014	11/15/2015	OCP G27395478	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
11/15/2014	11/15/2015	OCP G2739551A	Babcock & Wilcox Power Generation Group, Inc. Field Engineering Service - BWSC	OCP	AAI
11/15/2014	11/15/2015	OCP G27395557	Babcock & Wilcox PGG/BWSC/RP	OCP	AAI
11/15/2014	11/15/2015	OCP G27395594	Babcock & Wilcox Power Generation Group	OCP	AAI
12/8/2014	11/15/2015	OCPG27395636	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
12/8/2014	11/15/2015	OCP G27395673	B&W PGG/GSD/FES	OCP	AAI
1/5/2015	11/15/2015	OCP G27395715	Diamond Power Specialty Company Allen-Sherman-Hoff Diamond Power Controls & Diagnostics	OCP	AAI
2/1/2015	11/15/2015	OCP G27395752	Babcock & Wilcox Power Generation Group, Inc.	OCP	AAI
1/13/2015	11/15/2015	OCP G27394802	Babcock & Wilcox PGG/BWSC/RP	OCP	AAI
3/23/2015	11/15/2015	OCP G2739484A	Babcock & Wilcox Power Generation Group	OCP	AAI
2/5/2015	11/15/2015	OCP G27394887	Diamond Power Specialty Company Allen-Sherman-Hoff Diamond Power Controls & Diagnostics	OCP	AAI
2/16/2015	11/15/2015	OCP G27394929	B&W PGG/GSD	OCP	AAI
4/15/2015	11/15/2015	OCP G27395041	Babcock & Wilcox Power Generation Group	OCP	AAI
05/01/2015	11/15/2015	OCP G27395089	Babcock & Wilcox Power Generation Group	OCP	AAI
11/15/2014	11/15/2015	OCP G27395004	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
02/826/2015	11/15/2015	OCP G27394966	Babcock & Wilcox Construction Company, Inc.	OCP	AAI
		AAI	ACE American Insurance Company
		INA	Insurance Company of North America
		IND	Indemnity Insurance Company of North America
		Cigna	Cigna Insurance Company
		INA ILL	INA Insurance Company of Illinois
		INA Ohio	INA Insurance Company of Ohio
		Alaska	Alaska Pacific Insurance Company
		Cigna - TX	Cigna Insurance Company of Texas
		Cigna - ILL	Cigna Insurance Company of Illinois
		INA _ TX	INA Insurance Company of Texas

Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
1-Apr-82	1-Apr-83	RSC 75 58 07 RSC 75 58 08 RSC 75 58 09 RSC 75 58 10 RSC 75 58 11 GLP 83 97 21 GLP 83 97 22 SCG 28 34 20 GLP 00 00 26 SCA 58 38 SCA 58 37 CAC 20 00 80	Babcock & Wilcox	Domestic General Liability and Domestic Automobile Liability and Worker’s Compensation/Employers Liability	Insurance Company of North America CIGNA Insurance Company of Texas CIGNA Insurance Company of Illinois Atlantic Employers Insurance Company Pacific Employers Insurance CIGNA Insurance Company of Ohio
1-Apr-83	1-Apr-84	RSC 065426 PEl RSC 070420 INA TX RSC 070421 PEl RSC 070422 PEl RSC 070423 PEl SCG 351742 INA GLP 351743 PEl GLP 839722 INA XCP 014414 INA GLP 000026 PEl GLP 000027 PEl SCA 005913 INA SCA 005914 INA TX CAC 200080 PEl	Babcock & Wilcox	Domestic General Liability and Domestic Automobile Liability and Worker’s Compensation/Employers Liability	Insurance Company of North America CIGNA Insurance Company of Texas CIGNA Insurance Company of Illinois Atlantic Employers Insurance Company Pacific Employers Insurance CIGNA Insurance Company of Ohio

Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
1-Apr-84	1-Apr-85	RSC 289078 PEl RSC 289362 INA TX RSC 289363 PEl RSC 289364 PEl RSC 289365 PEl RSC 939527 PEl SCG 351742 INA GLP 351743 PEl GLP 839722 INA XCP 014414 INA GLP 000026 PEl SCA 005913 INA SCA 005914 INA TX CAC 200080 PEl	Babcock & Wilcox	Domestic General Liability and Domestic Automobile Liability and Worker’s Compensation/Employers Liability	Insurance Company of North America CIGNA Insurance Company of Texas CIGNA Insurance Company of Illinois Atlantic Employers Insurance Company Pacific Employers Insurance CIGNA Insurance Company of Ohio
1-Apr-85	1-Apr-86	RSC - C1939680-0 RSC - C1939682-4 SCG - GO 511143-2 GLP - GO 519344-8 SCA - 9619 SCA - 9620	Babcock & Wilcox	Domestic General Liability and Domestic Automobile Liability and Worker’s Compensation/Employers Liability	Insurance Company of North America CIGNA Insurance Company of Texas CIGNA Insurance Company of Illinois Atlantic Employers Insurance Company Pacific Employers Insurance CIGNA Insurance Company of Ohio

Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
1-Apr-86	1-Apr-87	WC/EL RSC-C2219259-0 (All States) WC/EL RSC-C2219260-7 (TX & OK) WC/EL RSC-C2219261-9 (TLT Babcock) OCP CPO-G0511415-9 CAL SCA-010563 (All states) CAL SCA-OI0564 (Texas)	Babcock & Wilcox	Domestic General Liability and Domestic Automobile Liability and Worker’s Compensation/Employers Liability	Insurance Company of North America CIGNA Insurance Company of Texas CIGNA Insurance Company of Illinois Atlantic Employers Insurance Company Pacific Employers Insurance CIGNA Insurance Company of Ohio
1-Apr-87	1-Apr-88	RSC - C2219445-8 RSC - C2219446-A RSC - C2219463-A CPO - GO 511596-6 CGL 23777 (Canada) SCG GO 5194490 (Canada) SCA 01 09 96 SCA 01 09 97 SCA 01 09 98 CAC 39 10 25 (Canada) SCA 01 16 18 (Canada)	Babcock & Wilcox	Domestic General Liability and Domestic Automobile Liability and Worker’s Compensation/Employers Liability	Insurance Company of North America CIGNA Insurance Company of Texas CIGNA Insurance Company of Illinois Atlantic Employers Insurance Company Pacific Employers Insurance CIGNA Insurance Company of Ohio

Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
1-Apr-88	1-Apr-89	RSC C2 21 95 45-1 RSC C2 21 95 46-3 RSC C2 21 95 47-5 RSC C2 21 96 11-0 XSL GO 51 94 18-0 CGO GO 51 94 19-2 CPO GO 51 94 20-9 CGO GO 51 94 79-2 CPO GO 51 95 80-9 CGL 23 777 SCG GO S1 94 52-0 SCA 01 14 54 SCA 01 14 57 SCA 01 14 56 SCA 01 14 55 SCA 01 14 S3 SCA 01 16 19 CAC 391025	Babcock & Wilcox	Domestic General Liability and Domestic Automobile Liability and Worker’s Compensation/Employers Liability	Insurance Company of North America CIGNA Insurance Company of Texas CIGNA Insurance Company of Illinois Atlantic Employers Insurance Company Pacific Employers Insurance CIGNA Insurance Company of Ohio
1-Apr-90	1-Apr-91	CGL23777 OCP23778 CGL32656 OLT24298 OGLG13210457 CAC391025 SCA012215	Babcock & Wilcox	Domestic General Liability and Domestic Automobile Liability and Worker’s Compensation/Employers Liability	Insurance Company of North America CIGNA Insurance Company of Texas CIGNA Insurance Company of Illinois Atlantic Employers Insurance Company Pacific Employers Insurance CIGNA Insurance Company of Ohio

Effective Date	Expiration Date	Policy Number	Named Insured	Type of Policy (LOB)	Issuing Company
1-Apr-91	1-Apr-92	XSL G1 32 11 90 5 RSC C2 22 93 57-6 SCA 01 22 73	Babcock & Wilcox	Domestic General Liability and Domestic Automobile Liability and Worker’s Compensation/Employers Liability	Insurance Company of North America CIGNA Insurance Company of Texas CIGNA Insurance Company of Illinois Atlantic Employers Insurance Company Pacific Employers Insurance CIGNA Insurance Company of Ohio
1-Apr-92	1-Apr-93	CPO G1 32 12 29-6 XSL G1 32 11 90 5 CPO G1 32 48 87 SCA 01 24 38 SCA 01 24 39	Babcock & Wilcox	Domestic General Liability and Domestic Automobile Liability and Worker’s Compensation/Employers Liability	Insurance Company of North America Pacific Employers Insurance Company
1-Apr-94	1-Apr-95	CAC 39 10 25 CGL 02 37 77 OGL 02 37 78 CGL 02 42 98	Babcock & Wilcox	Domestic General Liability and Domestic Automobile Liability and Worker’s Compensation/Employers Liability	Insurance Company of North America Pacific Employers Insurance Company
1-Jan-02	31-Dec-02	WLRC43100038	BWX Technologies, Inc.	Workers’ Compensation	Pacific Employers Ins. Co.

EXHIBIT IV – REMAINCO ENTITIES

See Schedule 1.1(b) and Schedule 1.1(e) attached hereto.

No RemainCo Entity listed on Schedule 1.1(b) shall be deemed to be an “Insured”, a “Named Insured” or otherwise be deemed to be insured under any Existing Policy or Existing Insurance Agreement solely by virtue of being listed on such Schedule 1.1(b).

Schedule 1.1(b)

Designated RemainCo Entities

Reference ID	Name
2037	American Centrifuge Manufacturing, LLC
460	B&W Energy Investments, Inc.
950	B&W Fuel Company
535	B&W Fuel, Inc.
537	B&W Nuclear Service Company
960	B&W Nuclear Service Company
536	B&W Nuclear, Inc.
381	B&W Special Projects, Inc.
569	B&W Triso Corporation
573	B&W/OHM Weldon Spring, Inc.
565	Babcock & Wilcox Government Services Company
	Babcock & Wilcox Michoud Operations, LLC
	Babcock & Wilcox Modular Nuclear Energy, LLC
2007	Babcock & Wilcox Nevada, LLC
	Babcock & Wilcox Nuclear Services (U.K.) Limited
945	Babcock-Brown Boveri Reaktor GmbH
	BCE Parts Ltd.
	Burlington Niche Services Ltd.
	BWXT Hanford Company
	BWXT of Idaho, Inc.
	BWXT of Ohio, Inc.
590	BWXT Protec, Inc.
	C3 Nuclear Limited
	Columbia Basin Ventures, LLC
321	Conam Nuclear, Inc.
1914	CTR Solutions, LLC
	DM Petroleum Operations Company
961	Enserch Environmental Management Company, Inc.
461	International Disarmament Corporation
	Isotek Systems, LLC
	Nuclear Materials and Equipment Corporation
	Nuclear Production Partners, LLC
958	Olin Pantex Inc.
	Rocky Flats Technical Associates, Inc.
1980	Savannah River Alliance LLC
2008	Savannah River Tactical Services LLC
570	Triso
	Tubesolve Ltd.

Schedule 1.1(e)

RemainCo Subsidiaries

Reference ID	Name	Jurisdiction	Formation
2058	B&W NE Luxembourg SARL	Luxembourg	6/7/2012
2046	B&W Nuclear Maintenance Services, Inc.	Delaware	3/23/2011
532	Babcock & Wilcox Canada Ltd.	Ontario	6/5/1922
2049	Babcock & Wilcox Commercial Power, Inc.	Delaware	6/15/2011
2014	Babcock & Wilcox Conversion Services, LLC	Delaware	7/14/2009
2002	Babcock & Wilcox Intech, Inc.	Tennessee	7/29/1994
2048	Babcock & Wilcox International Technical Services, Inc.	Delaware	6/1/2011
380	Babcock & Wilcox Investment Company	Delaware	7/12/1990
2042	Babcock & Wilcox Modular Reactors LLC	Delaware	12/21/2010
2056	Babcock & Wilcox mPower, Inc.	Delaware	1/11/2012
2071	Babcock & Wilcox NOG Technologies, Inc.	Delaware	6/12/2013
2059	Babcock & Wilcox Nuclear Energy Europe SAS	France	7/5/2012
1967	Babcock & Wilcox Nuclear Energy, Inc.	Delaware	5/23/2007
1974	Babcock & Wilcox Nuclear Operations Group, Inc.	Delaware	11/20/2007
2035	BWSR, LLC	Delaware	5/19/2010
1961	Babcock & Wilcox Technical Services (U.K.) Limited	United Kingdom	12/19/2006
1970	Babcock & Wilcox Technical Services Clinch River, LLC	Delaware	5/16/2007
572	Babcock & Wilcox Technical Services Group, Inc.	Delaware	12/11/1991
587	Babcock & Wilcox Technical Services Savannah River Company	Delaware	9/1/1995
710	Babcock & Wilcox Technical Services Y-12, LLC	Delaware	4/20/2000
596	Babcock & Wilcox Government and Nuclear Operations, Inc.	Delaware	3/19/1997
580	BWXT Federal Services, Inc.	Delaware	10/13/1994
1576	BWXT Washington, Inc.	Delaware	9/29/2004
189	Creole Insurance Company, Ltd.	South Carolina	6/7/1973
2062	Generation mPower Canada Ltd	Saskatchewan	10/17/2012
2043	Generation mPower LLC	Delaware	12/16/2010
2009	Idaho Treatment Group, LLC	Delaware	12/22/2008
2003	Intech International, Inc.	Ontario	12/17/1997
2110	Kansas City Advanced Manufacturing, LLC	Delaware	1/27/2015
1968	Marine Mechanical Corporation	Delaware	2/3/1994
2005	NFS Holdings, Inc.	Delaware	9/25/2007

Reference ID	Name	Jurisdiction	Formation
2004	NOG-Erwin Holdings, Inc.	Delaware	7/30/2008
2006	Nuclear Fuel Services, Inc.	Delaware	9/25/2007
2029	The Babcock & Wilcox Company	Delaware	3/8/2010
3087	BWXT Foreign Holdings, LLC	Delaware	4/20/2015
	BWXT Canada Holdings Corp.	Nova Scotia

EXHIBIT V

ACE AFFILIATES

ACE American Insurance Company

ACE Fire Underwriters Insurance Company

ACE Indemnity Insurance Company

ACE Insurance Company of the Midwest

ACE Property and Casualty Insurance Company

Illinois Union Insurance Company

Indemnity Insurance Company of North America

Insurance Company of North America

Pacific Employers Insurance Company

Bankers Standard Insurance Company

Atlantic Employers Insurance Company

EXHIBIT VI –FOREIGN INSURANCE AGREEMENTS

EFFECTIVE DATE/ YEAR	PARTIES	TYPE	PROGRAMS COVERED	POLICIES COVERED
May 18, 2010	The Babcock & Wilcox Company ACE American Insurance Company	Security Agreement	As set out in the agreement	As set out in the agreement
January 1, 2012	The Babcock & Wilcox Company ACE American Insurance Company	Addendum No. 1 to Security Agreement	As set out in the addendum	As set out in the Addendum
January 1, 2013	The Babcock & Wilcox Company ACE American Insurance Company	Addendum No. 3 to Security Agreement	As set out in the addendum	As set out in the Addendum
February 22, 2013	The Babcock & Wilcox Company ACE American Insurance Company	Endorsement No. 1 to Security Agreement	As set out in the addendum	As set out in the Addendum
November 15, 2013	The Babcock & Wilcox Company ACE American Insurance Company	Addendum No. 4 to Security Agreement	As set out in the addendum	As set out in the Addendum
November 15, 2014	The Babcock & Wilcox Company ACE American Insurance Company	Addendum No. 5 to Security Agreement	As set out in the addendum	As set out in the Addendum

EXHIBIT VII –FOREIGN POLICIES

Policy	Policy Period	Issuing Company
Master Policy No. No(s). CMXD36904422, CMXD36904434 and all Locally Admitted Policies and any extension, renewal, amendment or endorsement of any such Master and Locally Admitted Policies	January 1, 2006 to January 1, 2007 and any extension or renewal thereof	ACE American Insurance Company and Affiliated and Non-Affiliated Companies
Master Policy No. No(s). CMX043528, CMX043529 and all Locally Admitted Policies and any extension, renewal, amendment or endorsement of any such Master and Locally Admitted Policies	January 1, 2007 to January 1, 2009 and any extension or renewal thereof	ACE American Insurance Company and Affiliated and Non-Affiliated Companies
Master Policy No. No(s). CMX043541, CMX043542 and all Locally Admitted Policies and any extension, renewal, amendment or endorsement of any such Master and Locally Admitted Policies	January 1, 2009 to January 1, 2010 and any extension or renewal thereof	ACE American Insurance Company and Affiliated and Non-Affiliated Companies
Master Policy No. No(s). CMX043548, CMX043549, CMX043550 and all Locally Admitted Policies and any extension, renewal, amendment or endorsement of any such Master and Locally Admitted Policies	January 1, 2010 to January 1, 2011 and any extension or renewal thereof	ACE American Insurance Company and Affiliated and Non-Affiliated Companies
Master Policy No. No(s). CSZ0318480 and all Locally Admitted Policies and any extension, renewal, amendment or endorsement of any such Master and Locally Admitted Policies	January 1, 2011 to January 1, 2012 and any extension or renewal thereof	ACE American Insurance Company and Affiliated and Non-Affiliated Companies

Policy	Policy Period	Issuing Company
Master Policy No. No(s). CSZ0318774 and all Locally Admitted Policies and any extension, renewal, amendment or endorsement of any such Master and Locally Admitted Policies	January 1, 2012 to January 1, 2013 and any extension or renewal thereof	ACE American Insurance Company and Affiliated and Non-Affiliated Companies
Master Policy No. No(s). CSZ G27174553 001and all Locally Admitted Policies and any extension, renewal, amendment or endorsement of any such Master and Locally Admitted Policies	January 1, 2013 to November 15, 2013 and any extension or renewal thereof	ACE American Insurance Company and Affiliated and Non-Affiliated Companies
Master Policy No. No(s). CSZ G27174553 002 and all Locally Admitted Policies and any extension, renewal, amendment or endorsement of any such Master and Locally Admitted Policies	November 15, 2013 to November 15, 2014 and any extension or renewal thereof	ACE American Insurance Company and Affiliated and Non-Affiliated Companies
Master Policy No. No(s). CSZ G27174553 003 and all Locally Admitted Policies and any extension, renewal, amendment or endorsement of any such Master and Locally Admitted Policies	November 15, 2014 to November 15, 2015 and any extension or renewal thereof	ACE American Insurance Company and Affiliated and Non-Affiliated Companies

EX-10.6

Exhibit 10.6

FORM OF

REINSURANCE NOVATION AND ASSUMPTION AGREEMENT

by and among

ACE American Insurance Company, acting for itself and its affiliates including, without

limitation, Pacific Employers Insurance Company;

ACE INA Insurance Company;

ACE Insurance Company;

Insurance Company of North America

and

Creole Insurance Company, Ltd.; and

Dampkraft Insurance Company

RECITALS

THIS REINSURANCE NOVATION AND ASSUMPTION AGREEMENT (the “Agreement”), is entered into and effective as of [●], 2015 (the “Effective Date”) by and among ACE American Insurance Company, individually and acting for the ACE Affiliates (in such capacities, the “Company”), Creole Insurance Company, Ltd., a South Carolina corporation (“Creole”), and Dampkraft Insurance Company, a South Carolina company (“Dampkraft”).

WHEREAS, the Company and/or the ACE Affiliates have previously entered into the Existing Reinsurance Agreements with Boudin Insurance Company , Ltd. (“Boudin”) and Creole; and

WHEREAS, in connection with a previous spin-off transaction between McDermott International, Inc. and Babcock & Wilcox Holdings, Inc. (the “Prior Divestiture”), Creole, Boudin and the ACE Affiliates entered into that certain Novation and Assumption Agreement effective as of May 18, 2010 (the “Prior Novation Agreement”); and

WHEREAS, pursuant to the Existing Reinsurance Agreements and the Prior Novation Agreement, Creole remains obligated, among other things, to reinsure the Company and/or the ACE Affiliates with regard to certain Existing Policies; and

WHEREAS, Creole, prior to the Separation, is a wholly owned Subsidiary of The Babcock & Wilcox Company (“RemainCo”); and

WHEREAS, Dampkraft, is a wholly owned Subsidiary of Babcock & Wilcox Enterprises, Inc. (“SpinCo”); and

WHEREAS, RemainCo intends to spin-off SpinCo (including Dampkraft) from RemainCo through a dividend of common stock of SpinCo to the shareholders of RemainCo (the “Separation”); and

WHEREAS, in connection with the Separation, the Parties wish to provide that Creole be the reinsurer with respect to cessions arising under the Existing Reinsurance Agreements and novated to Creole under the Prior Novation Agreement, from the operations, business, or property of RemainCo; and that Dampkraft be the reinsurer with respect to cessions arising under the Existing Reinsurance Agreements and novated to Creole under the Prior Novation Agreement, from the operations, business, or property of SpinCo, in each case whether such obligations were existing, accruing or arising before, on or after the Effective Date; and

WHEREAS, the Company, on its own behalf and on behalf of the ACE Affiliates, is willing to consent to the transfer, assumption, and novation of the matters as set forth herein, subject to the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual promises set out herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions. The following terms used herein, including in the recitals and Exhibits hereto, shall have the following meanings:

“ACE Affiliate” means each Affiliate of ACE that has issued an Existing Policy, including Pacific Employers Insurance Company, ACE INA Insurance Company, ACE Insurance Company and Insurance Company of North America.

“Affiliate” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the specified Person. For this purpose “control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through ownership of voting securities, by contract or otherwise.

“Agreement” has the meaning set forth in the recitals to this Agreement.

“ALAA” means the Assumption and Loss Allocation Agreement, dated as of the date hereof, among the Company, RemainCo, SpinCo and certain other RemainCo Entities and SpinCo Entities signatory thereto.

“Assumed-by-Dampkraft Reinsurance Agreement” means, as to any Novated-to-Creole Reinsurance Agreement after the Assumption Time and giving effect to this Agreement, all rights, duties, and obligations of Creole to and in respect of the Company under such Novated-to-Creole Reinsurance Agreement as and to the extent novated to and assumed by Dampkraft.

“Assumption Time” means midnight (New York time) on the Effective Date.

“Boudin” has the meaning set forth in the recitals to this Agreement.

“Company” has the meaning set forth in the recitals to this Agreement.

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“Company SpinCo Obligation” means any obligation of the Company or an ACE Affiliate to or for the benefit of an Insured under an Existing Policy that arises, will arise, or has arisen from the operations, business, or property of a SpinCo Entity.

“Company RemainCo Obligation” means any obligation of the Company or an ACE Affiliate to or for the benefit of an Insured under an Existing Policy that arises, will arise, or has arisen from the operations, business, or property of a RemainCo Entity.

“Creole LOC” has the meaning set forth in Section 3(a).

“Dampkraft Assumption and Novation” has the meaning set forth in Section 2(c).

“Dampkraft LOC” has the meaning set forth in Section 3(b).

“Effective Date” has the meaning set forth in the recitals to this Agreement.

“ESIS” means ESIS, Inc., an Affiliate of the Company.

“Existing Collateral” means any and all letters of credit or trust agreements outstanding as of the date hereof provided by or required to be provided by Creole under the terms of any Existing Reinsurance Agreement in order to secure obligations arising thereunder.

“Existing Policy” means each policy of general liability insurance, automobile liability insurance, or workers compensation insurance issued prior to the date hereof by the Company or an ACE Affiliate and covering one or more SpinCo Entities and/or one or more RemainCo Entities that is subject to an Existing Reinsurance Agreement.

“Existing Reinsurance Agreement” means each reinsurance agreement (whether denominated a treaty, a reinsurance policy, a reinsurance agreement, a facultative certificate, or otherwise) in which (a) Creole is the reinsurer, (b) one or more of the Company and/or ACE Affiliates is or are the reinsureds, and (c) the ceded risk includes risk under any Existing Policy. “Existing Reinsurance Agreements” shall not mean or include any Existing Security Agreements (as defined below). Exhibit II attached hereto and made a part hereof reflects the Parties’ best efforts to list all Existing Reinsurance Agreements, but the definitions in this Agreement shall control in the event of any errors or omissions on such Exhibit.

“Existing Security Agreements” shall mean and include any trust agreement, collateral agreement, pledge and security agreement or other similar contract between the Company or an ACE Affiliate and Creole which was entered into in connection with or pursuant to any Existing Reinsurance Agreement (as defined above), and which are embodied in separately-executed written instruments.

“Go-Forward Creole Obligations” means the obligations of Creole under the Wholly Retained Creole Reinsurance Agreements, in each case after giving effect to the transfers, assumptions, novations, and releases effected by this Agreement.

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“Go-Forward Dampkraft Obligations” means those obligations of Dampkraft under the Assumed-by-Dampkraft Reinsurance Agreements, in each case after giving effect to the transfers, assumptions, novations, and releases effected by this Agreement.

“Insured,” as a noun in reference to one or more insurance policies, means any Person who is insured by such policy or policies, regardless of whether such Person is designated an “Insured” or a “Named Insured” in such policy or is otherwise expressly identified therein.

“Master Separation Agreement” means a Master Separation Agreement to be entered into between RemainCo and SpinCo in connection with the Separation.

“Novated-to-Creole Reinsurance Agreement” means, the aggregate of all rights, duties, and obligations of Creole to and in respect of the Company under the Existing Reinsurance Agreements as and to the extent novated to and assumed by Creole pursuant to the Prior Novation Agreement.

“Organizational Documents” means (a) with respect to any corporation, its certificate or articles of incorporation or organization and its bylaws, (b) with respect to any limited partnership, its certificate of limited partnership and its partnership agreement, (c) with respect to any general partnership, its partnership agreement, and (d) with respect to any limited liability company, its certificate or articles of formation or organization and its operating agreement or other organizational documents.

“Parties” means the Company, Dampkraft and Creole, collectively (and each individually is a “Party”).

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, a union, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof.

“Prior Novation Agreement” has the meaning set forth in the Recitals to this Agreement.

“RemainCo” has the meaning set forth in the recitals of this Agreement.

“RemainCo Entity” means RemainCo and each of the entities listed on Exhibit III attached hereto and made a part hereof. It is acknowledged and understood that, from and after the effectiveness of the Separation, the RemainCo Entities will not be Subsidiaries or Affiliates of SpinCo or any of the other SpinCo Entities.

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

“SpinCo” has the meaning set forth in the recitals to this Agreement.

“SpinCo Entity” means SpinCo and each of the entities listed on Exhibit I attached hereto and made a part hereof. It is acknowledged and understood that, from and after the effectiveness of the Separation, the SpinCo Entities will not be Subsidiaries or Affiliates of RemainCo or any of the other RemainCo Entities.

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“Subsidiary” means, with respect to any specified Person, any corporation, partnership, limited liability company, joint venture or other organization, whether incorporated or unincorporated, of which at least a majority of the securities or interests having by the terms thereof ordinary voting power to elect at least a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such specified Person or by any one or more of its Subsidiaries, or by such specified Person and one or more of its Subsidiaries.

“Substituted Collateral” means the Creole LOC and the Dampkraft LOC.

“Wholly Retained Creole Reinsurance Agreement” means a Novated-to-Creole Reinsurance Agreement that is not an Assumed-by-Dampkraft Reinsurance Agreement

2. Assumption and Novation.

(a) Dampkraft Assumption and Novation. Notwithstanding anything in any Existing Reinsurance Agreement to the contrary, and effective as of the Assumption Time, Creole hereby transfers and assigns, and Dampkraft hereby assumes by novation, so much of each Novated-to-Creole Reinsurance Agreement as reinsures any Company SpinCo Obligation. In connection with such transfer, assignment, and novation:

(i) Dampkraft hereby agrees to observe, pay, perform, satisfy, fulfill and discharge, to the extent and in the manner required under the applicable Novated-to-Creole Reinsurance Agreement, any and all now existing and hereafter arising duties, terms, provisions, covenants, obligations and liabilities of Creole under the Novated-to-Creole Reinsurance Agreements with respect to the Company SpinCo Obligations insofar as transferred above (the “SpinCo Assumption and Novation”); and

(ii) The Company and each ACE Affiliate hereby consent to, and agree to give full force and effect to, the Dampkraft Assumption and Novation. From and after the Assumption Time, Dampkraft and not Creole shall be treated as the Company’s (or applicable ACE Affiliate’s) contractual counterparty with respect the contracts and mutual rights and obligations subject to the Dampkraft Assumption and Novation. Without limitation, the Company and each ACE Affiliate, as applicable:

a may enforce against Dampkraft its rights with respect to the Company SpinCo Obligations under the Novated-to-Creole Reinsurance Agreements to the same extent such Person could, prior to the Dampkraft Assumption and Novation, enforce such rights against Creole, and

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b shall perform for the benefit of Dampkraft any obligation with respect to the Company SpinCo Obligations under the Novated-to-Creole Reinsurance Agreements to the same extent such Person was obligated, prior to the Dampkraft Assumption and Novation, to perform such obligations for the benefit of Creole, and

c releases Creole from its obligation to observe, pay, perform, satisfy, fulfill or discharge any obligations under any Novated-to-Creole Reinsurance Agreement with respect to any Company SpinCo Obligation.

(b) No Transfer or Novation of Creole Obligations arising from RemainCo Operations. The Wholly Retained Creole Reinsurance Agreements are not novated or otherwise affected by the Dampkraft Assumption and Novation. The Assumed-by-Dampkraft Reinsurance Agreements are novated to Dampkraft as set forth above only to the extent that they reinsure Company SpinCo Obligations. To the extent that the Novated-to-Creole Reinsurance Agreements reinsure Company RemainCo Obligations, the Parties acknowledge that Creole and not Dampkraft shall continue to observe, pay, perform, satisfy, fulfill and discharge any and all now existing and hereafter arising duties, terms, provisions, covenants, obligations and liabilities of Creole as reinsurer under the Novated-to-Creole Reinsurance Agreements.

(c) No Effect on Aggregate Limits of Liability. It is understood and agreed that the aggregate liability of Creole and Dampkraft, taken together, under the Existing Reinsurance Agreements (or any of them) is not intended to be, and shall be deemed not to be, increased by implementation of this Agreement. In particular, and without limitation, to the extent that any Existing Reinsurance Agreement contains an aggregate limit of liability, that aggregate limit of liability shall, after the Assumption Time, apply as a single, joint aggregate limit of liability. Neither Creole nor Dampkraft shall have any further liability under a Novated-to-Creole Reinsurance Agreement upon actual exhaustion by payment of the single, joint aggregate limit of liability thereunder; provided, however, that each of Creole and Dampkraft agree that the Company may determine the order in which any such single, joint aggregate limit of liability may be payable by each of them under such Novated-to-Creole Reinsurance Agreement, and provided further that (x) neither Creole nor Dampkraft may refuse to pay any amount due to the Company on the basis of any claim or contention that in determining the order in which such limits are to be paid thereunder, the Company has not acted in good faith or has acted improperly, and (y) neither Creole nor Dampkraft may assert any such claim or contention as a defense to liability or payment or otherwise.

3. Collateral.

(a) Creole LOC.

(i) Creole will, within fifteen (15) days after the Effective Date, provide to the Company, as beneficiary thereof, an irrevocable letter of credit (the “Creole LOC”) in an amount of $ $1,000,176, issued in a form and by a bank or other financial institution, in each case acceptable to the Company; and/or such other forms of collateral as the Company may permit in writing from time to time. The Creole LOC shall secure the Go-Forward Creole Obligations.

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(ii) The Creole LOC shall be “evergreen,” meaning that it shall provide by its terms that it will be renewed automatically each year for an additional year unless written notice of non-renewal is received by the Company at least sixty (60) days prior to the Creole LOC’s anniversary date. If the Company permits Creole to provide collateral in a form other than the Creole LOC, Creole shall provide such collateral in an amount and form acceptable to the Company.

(iii) Creole shall continue to provide the Creole LOC (or other collateral acceptable to the Company) as security for payment of the Go-Forward Creole Obligations, until the Company determines that there is no longer any need for such collateral. If there shall be a material deterioration in the financial condition of the bank or other financial institution which has issued the Creole LOC, the Company shall have the right to require Creole to replace the Creole LOC with a new letter of credit with similar terms issued by a bank or other financial institution then acceptable to the Company.

(iv) The Company shall have the right to draw against the Creole LOC and/or other collateral solely (a) in accordance with the terms of the applicable Novated-to-Creole Reinsurance Agreement, as the case may be, and/or as required and permitted by the laws and regulations of the Commonwealth of Pennsylvania, or (b) in the event that a notice of nonrenewal is received pursuant to the evergreen clause.

(v) Annually, the Company shall review and redetermine the amount of the Go-Forward Creole Obligations and the amount of collateral security required pursuant to this Agreement. At such time, RemainCo will provide its most recent audited financial statements, interim financial statements, and any other financial information reasonably requested by the Company for the purpose of evaluating the financial condition of RemainCo. RemainCo will provide any needed increases in the amount of the Creole LOC (and/or other collateral if acceptable to the Company) within thirty (30) days of the Company’s written request for any additional required amount of the Creole LOC. The Company will effect any decreases in the amount of the Creole LOC (and/or other collateral) promptly, provided that Creole is not in breach of any of its obligations under this Agreement or the Existing Reinsurance Agreements as transferred and novated hereunder and RemainCo is not in breach of any of its obligations to the Company under the ALAA.

(b) Dampkraft LOC.

(i) Dampkraft will, within fifteen (15) days after the Effective Date, provide to the Company, as beneficiary thereof, an irrevocable letter of credit (the “Dampkraft LOC”) in an amount of $ $1,926,507, issued in a form and by a bank or other financial institution, in each case acceptable to the Company; and/or such other forms of collateral as the Company may permit in writing from time to time. The Dampkraft LOC shall secure the Go-Forward Dampkraft Obligations.

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(ii) The Dampkraft LOC shall be “evergreen,” meaning that it shall provide by its terms that it will be renewed automatically each year for an additional year unless written notice of non-renewal is received by the Company at least sixty (60) days prior to the Dampkraft LOC’s anniversary date. If the Company permits Dampkraft to provide collateral in a form other than the Dampkraft LOC, Dampkraft shall provide such collateral in an amount and form acceptable to the Company.

(iii) Dampkraft shall continue to provide the Dampkraft LOC (or other collateral acceptable to the Company) as security for payment of the Go-Forward Dampkraft Obligations, until the Company determines that there is no longer any need for such collateral. If there shall be a material deterioration in the financial condition of the bank or other financial institution which has issued the Dampkraft LOC, the Company shall have the right to require Dampkraft to replace the Dampkraft LOC with a new letter of credit with similar terms issued by a bank or other financial institution then acceptable to the Company.

(iv) The Company shall have the right to draw against the Dampkraft LOC and/or other collateral solely (a) in accordance with the terms of the applicable Novated-to-Dampkraft Reinsurance Agreement, as the case may be, and/or as required and permitted by the laws and regulations of the Commonwealth of Pennsylvania, or (b) in the event that a notice of nonrenewal is received pursuant to the evergreen clause.

(v) Annually, the Company shall review and redetermine the amount of the Go-Forward Dampkraft Obligations and the amount of collateral security required pursuant to this Agreement. At such time, SpinCo will provide its most recent audited financial statements, interim financial statements, and any other financial information reasonably requested by the Company for the purpose of evaluating the financial condition of SpinCo. Dampkraft will provide any needed increases in the amount of the Dampkraft LOC (and/or other collateral if acceptable to the Company) within thirty (30) days of the Company’s written request for any additional required amount of the Dampkraft LOC. The Company will effect any decreases in the amount of the Dampkraft LOC (and/or other collateral) promptly, provided that Dampkraft is not in breach of any of its obligations under this Agreement or the Existing Reinsurance Agreements as transferred and novated hereunder and SpinCo is not in breach of any of its obligations to the Company under the ALAA.

(c) Existing Security Agreements; Substituted Collateral. Notwithstanding anything in any Existing Reinsurance Agreement or any Existing Security Agreement to the contrary, the Company shall release the Existing Collateral (including, without limitation, providing the necessary directions to issuing banks of letters of credit, trustees of reinsurance trusts, and/or similar third parties) upon receipt of the Substituted Collateral as set forth in Section 3(a)(i) and 3(b)(i), and the Parties shall take all actions and execute any documents necessary to terminate the Existing Security Agreements.

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(d) Adjustments of Funds Withheld. To the extent that the Company has retained funds of Creole or Dampkraft as funds withheld under any Existing Reinsurance Agreement (including, without limitation, by allocating reinsurance premium or other funds of the reinsurers to claim payment funds held by ESIS), such funds shall continue to be maintained following the transactions contemplated by this Agreement. If the Company desires to effect a one-time reallocation of such funds withheld as between Creole and Dampkraft as a result of the transactions contemplated by this Agreement, it shall provide notice of such reallocation as promptly as possible after the Assumption Time, but in any event on or prior to [●], and Creole and Dampkraft shall accept the Company’s determination of the amount of such reallocation.

4. Existing Collateral. The Substituted Collateral required to be provided by Creole and Dampkraft hereunder shall, except to the extent provided otherwise in this Agreement, be subject to all of the terms and conditions applicable to the Existing Collateral pursuant to the Existing Reinsurance Agreements to the same extent that such terms and conditions applied to the Existing Collateral thereunder.

5. Allocation.

(a) Company Designations. The Company’s determination as to whether an obligation is a Go-Forward Creole Obligation or a Go-Forward Dampkraft Obligation (a “Company Designation”) shall be binding on Creole and Dampkraft, and they shall not delay, or make any deduction with respect to, their payment or other response to such obligation on account of any disagreement with such determination, provided, however, that such payment or other response shall not be construed as prejudicial to either Party in any dispute between Creole and Dampkraft with respect to any such Company Designation.

(b) Disputes. Any dispute or disagreement between Creole and Dampkraft with respect to the correctness of a Company Designation shall be resolved pursuant to Article V of the Separation Agreement; provided, that (i) the Company will not be made a party to any arbitration proceeding arising from such dispute or disagreement, but may be called as a witness; (ii) any reasonable costs incurred by the Company in respect of any such arbitration proceeding will be fully reimbursed to the Company promptly following receipt of a reimbursement demand from the Company; (iii) under no circumstances will RemainCo, SpinCo, Creole or Dampkraft, as a result of such arbitration proceeding, require the Company to return any amount received by the Company pursuant to a prior Company Designation, whether such amount was received as a result of the Company’s draw against security posted for its benefit or otherwise, and (iv) the Company shall comply with the allocation or other resolution of such dispute.

6. Billing. On and after the Effective Date, the Company will (in each case in accordance with the billing procedures set forth in the applicable Existing Reinsurance Agreement)

(a) bill Creole directly for such of the Go-Forward Creole Obligations as are then due and payable, and provide Creole with appropriate reports and accounting with respect to such obligations; and

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(b) bill Dampkraft directly for such of the Go-Forward Dampkraft Obligations as are then due and payable, and provide Dampkraft with appropriate reports and accounting with respect to such obligations.

7. Amendments. Neither this Agreement nor any provision hereof may be amended, changed, waived, discharged or terminated except by a written instrument signed by each Party.

8. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Neither this Agreement nor any right or obligation hereunder may be assigned or conveyed by any Party without the prior written consent of the other Parties, which consent shall not be unreasonably withheld.

9. No Waiver. The failure or refusal by any Party to exercise any rights granted hereunder shall not constitute a waiver of such rights or preclude the subsequent exercise thereof, and no oral communication shall be asserted as a waiver of any such rights hereunder unless such communication shall be confirmed in a writing plainly expressing an intent to waive such rights and signed by the Party against whom such waiver is asserted.

10. Counterparts. This Agreement may be executed in any number of counterparts each of which when so executed and delivered shall constitute an original, but such counterparts together shall constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by facsimile transmission shall constitute effective execution and delivery of this Agreement as to the Parties and may be used in lieu of the original Agreement for all purposes. Signatures of the Parties and other Persons signatory hereto transmitted by facsimile shall be deemed to be their original signatures for all purposes.

11. No Third Party Beneficiary. This Agreement shall not be deemed to give any right or remedy to any third party whatsoever unless otherwise specifically granted hereunder.

12. Parties’ Representations. As of the Effective Date, each of the Parties expressly represents on its own behalf: (a) it is an entity in good standing in its jurisdiction of organization; (b) it has all requisite corporate power and authority to enter into this Agreement, and to perform its obligations hereunder; (c) the execution and delivery by it of this Agreement, and the performance by it of its obligations under this Agreement, have been duly authorized by all necessary corporate or other action; (d) this Agreement, when duly executed and delivered by it, and subject to the due execution and delivery hereof by the other Parties, will be a valid and binding obligation of it, enforceable against it, its successors and permitted assigns, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equity principles; (e) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby in accordance with the respective terms and conditions hereof will not (i) violate any provision of its Organizational Documents, (ii) violate any applicable order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against it, or binding upon it, or any agreement with, or condition imposed by, any governmental or regulatory body, foreign or domestic, binding upon it as of the date hereof, or (iii) violate any agreement, contract, obligation, promise or undertaking that is legally binding and to which it is a party or by which it is bound; and (f) the signatory hereto on behalf of it is duly authorized and legally empowered to enter into this Agreement on its behalf.

10

13. Notices. Any and all notices, requests, approvals, authorizations, consents, instructions, designations and other communications that are required or permitted to be given pursuant to this Agreement shall be in writing and may be given either by personal delivery, first class prepaid post (airmail if to another country) or by internationally recognized overnight delivery service to the following address, or to such other address and recipient as such Party may have notified in accordance with the terms of this section as being its address or recipient for notification for the purposes of this Agreement:

If to the Company	ACE American Insurance Company
If to Creole:	Creole Insurance Company, Ltd.,
or any RemainCo Entity:	11525 North Community House Road Suite 600 Charlotte, NC 28277 Attention: Chief Risk Officer (with a copy to General Counsel) Telephone: [●] Facsimile: [●]
If to Dampkraft:	Dampkraft Insurance Company
or any SpinCo Entity:	13024 Ballantyne Place Suite 700 Charlotte, NC 28277 Attention: Senior Manager-Insurance (with a copy to General Counsel) Telephone: [●] Facsimile: [●]

Any notice or communication to any Person shall be deemed to be received by that Person:

(A) upon personal delivery; or

(B) upon receipt if sent by overnight mail or courier.

14. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Pennsylvania without regard to those provisions concerning conflicts of laws that would result in the application of the laws of any other jurisdiction.

11

15. Entire Agreement. THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT AMONG ALL OF THE PARTIES WITH RESPECT TO THE TRANSFERS, ASSUMPTIONS, AND NOVATIONS DESCRIBED HEREIN AND SUPERSEDES ALL OTHER PRIOR AGREEMENTS AND UNDERSTANDINGS, BOTH WRITTEN AND ORAL, WITH RESPECT TO SUCH TRANSFERS, ASSUMPTIONS, AND NOVATIONS. SOLELY FOR INTERPRETATION PURPOSES, THE PARTIES ACKNOWLEDGE THAT THIS AGREEMENT IS INTENDED TO BE READ TOGETHER WITH THE ALAA.

16. Dispute Resolution. For dispute resolution purposes as between Creole and Dampkraft, and all disputes between Creole and Dampkraft arising out of this Agreement, including without limitation as to whether a given obligation is a Go-Forward Creole Obligation or a Go-Forward Dampkraft Obligation, shall be resolved in accordance with the procedures set forth in Article V of the Separation Agreement.

As between the Company on the one hand and Creole and/or Dampkraft, on the other hand, all disputes arising hereunder shall be resolved in accordance with the arbitration provisions of the most recent Existing Reinsurance Agreement. In any such arbitration, the entity named in the applicable Company Designation shall be the party formally opposed to the Company, but the other of Creole or Dampkraft shall have right to associate effectively in the defense and/or prosecution of such arbitration.

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

18. Rules of Construction. The definitions of terms used herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified, (b) any reference herein to any law shall be construed as referring to such law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to the restrictions contained herein), (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) with respect to the determination of any time period, the word “from” means “from and including” and the word “to” means “to and including” and (f) any reference herein to Articles, Sections and Exhibits shall be construed to refer to Articles and

12

Sections of, and Exhibits to, this Agreement. No provision of this Agreement shall be interpreted or construed against any Person solely because such Person or its legal representative drafted such provision.

[Remainder of Page Intentionally Left Blank]

13

IN WITNESS WHEREOF, the Parties intending to be legally bound hereby have executed this Agreement, by their duly authorized representatives.

ACE AMERICAN INSURANCE COMPANY

By:

Name:

Title:

CREOLE INSURANCE COMPANY, LTD.

By:

Name:

Title:

DAMPKRAFT INSURANCE COMPANY

By:

Name:

Title:

Signature Page to Group II Agreement

EXHIBIT I – SPINCO ENTITIES

See Schedule 1.1(d) and Schedule 1.1(l) attached hereto. No SpinCo Entity listed on Schedule 1.1(d) shall be deemed to be an “Insured”, a “Named Insured” or otherwise be deemed to be insured under any Existing Policy or Existing Reinsurance Agreement solely by virtue of being listed on such Schedule 1.1(d).

Schedule 1.1(d)

Designated SpinCo Entities

Reference ID	Name	Jurisdiction	Formation
2058	B&W NE Luxembourg SARL	Luxembourg	6/7/2012
2046	B&W Nuclear Maintenance Services, Inc.	Delaware	3/23/2011
532	Babcock & Wilcox Canada Ltd.	Ontario	6/5/1922
2049	Babcock & Wilcox Commercial Power, Inc.	Delaware	6/15/2011
2014	Babcock & Wilcox Conversion Services, LLC	Delaware	7/14/2009
2002	Babcock & Wilcox Intech, Inc.	Tennessee	7/29/1994
2048	Babcock & Wilcox International Technical Services, Inc.	Delaware	6/1/2011
380	Babcock & Wilcox Investment Company	Delaware	7/12/1990
2042	Babcock & Wilcox Modular Reactors LLC	Delaware	12/21/2010
2056	Babcock & Wilcox mPower, Inc.	Delaware	1/11/2012
2071	Babcock & Wilcox NOG Technologies, Inc.	Delaware	6/12/2013
2059	Babcock & Wilcox Nuclear Energy Europe SAS	France	7/5/2012
1967	Babcock & Wilcox Nuclear Energy, Inc.	Delaware	5/23/2007
1974	Babcock & Wilcox Nuclear Operations Group, Inc.	Delaware	11/20/2007
2035	Babcock & Wilcox Shaw Remediation, LLC	Delaware	5/19/2010
1961	Babcock & Wilcox Technical Services (U.K.) Limited	United Kingdom	12/19/2006
1970	Babcock & Wilcox Technical Services Clinch River, LLC	Delaware	5/16/2007
572	Babcock & Wilcox Technical Services Group, Inc.	Delaware	12/11/1991
587	Babcock & Wilcox Technical Services Savannah River Company	Delaware	9/1/1995
710	Babcock & Wilcox Technical Services Y-12, LLC	Delaware	4/20/2000
596	Babcock & Wilcox Government and Nuclear Operations, Inc.	Delaware	3/19/1997
580	BWXT Federal Services, Inc.	Delaware	10/13/1994
1576	BWXT Washington, Inc.	Delaware	9/29/2004
189	Creole Insurance Company, Ltd.	South Carolina	6/7/1973
2062	Generation mPower Canada Ltd	Saskatchewan	10/17/2012
2043	Generation mPower LLC	Delaware	12/16/2010
2009	Idaho Treatment Group, LLC	Delaware	12/22/2008
2003	Intech International, Inc.	Ontario	12/17/1997
	Kansas City Advanced Manufacturing, LLC	Delaware	1/27/2015
1968	Marine Mechanical Corporation	Delaware	2/3/1994
2005	NFS Holdings, Inc.	Delaware	9/25/2007

Reference ID	Name	Jurisdiction	Formation
2004	NOG-Erwin Holdings, Inc.	Delaware	7/30/2008
2006	Nuclear Fuel Services, Inc.	Delaware	9/25/2007
2029	The Babcock & Wilcox Company	Delaware	3/8/2010
2031	Urizon Recovery Systems, LLC	Delaware	7/25/2002
1580	Washington Group BWXT Operating Services, LLC	Delaware	1/20/2004

Schedule 1.1(l)

SpinCo Subsidiaries

Reference ID	Name	Jurisdiction	Formation
	Dampkraft Insurance Company	South Carolina	4/14/2015
	Adtec AB
	Gotaverken Emission Techology AB
553	Americon Equipment Services, Inc.	Delaware	12/3/1985
554	Americon, Inc.	Delaware	3/29/1985
127	B&W de Panama, Inc.	Panama	3/5/1986
2075	B&W PGG Luxembourg Canada Holdings SARL	Luxembourg	11/21/2013
2054	B&W PGG Luxembourg Finance SARL	Luxembourg	11/15/2011
2053	B&W PGG Luxembourg Holdings SARL	Luxembourg	11/15/2011
555	Babcock & Wilcox Construction Co., Inc.	Delaware	3/29/1985
2107	Babcock & Wilcox Monterrey Finance SARL	Luxembourg	12/5/2014
2011	Babcock & Wilcox de Monterrey S.A. de C.V.	Mexico	9/16/2009
327	Babcock & Wilcox Ebensburg Power, LLC	Delaware	12/2/1986
302	Babcock & Wilcox Equity Investments, LLC	Delaware	12/10/1984
2080	Babcock & Wilcox Global Sales & Services - Chile SpA	Chile	5/19/2014
2081	Babcock & Wilcox Global Sales & Services SARL	Luxembourg	3/19/2014
2028	Babcock & Wilcox India Holdings, Inc.	Delaware	3/4/2010
598	Babcock & Wilcox India Private Limited	India	2/3/1999
126	Babcock & Wilcox International Investments Co., Inc.	Panama	10/23/1985
530	Babcock & Wilcox International Sales and Service Corporation	Delaware	9/27/1973
541	Babcock & Wilcox International, Inc.	Delaware	5/20/1981
2072	Babcock & Wilcox Power Generation Group Canada Corp.	Nova Scotia	11/27/2013
500	Babcock & Wilcox Power Generation Group, Inc.	Delaware	12/16/1977
599	Babcock & Wilcox Volund A/S	Denmark	11/22/1999
1988	Delta Power Services, LLC	Delaware	3/1/2001
766	Diamond Operating Co., Inc.	Delaware	3/1/2002
1572	Diamond Power Australia Holdings, Inc.	Delaware	9/3/2002
1984	Diamond Power Central & Eastern Europe s.r.o.	Czech Republic	3/25/2008
1573	Diamond Power China Holdings, Inc.	Delaware	9/3/2002
521	Diamond Power do Brasil Limitada	Brazil	2/13/1998
1574	Diamond Power Equity Investments, Inc.	Delaware	9/3/2002
525	Diamond Power Finland OY	Finland	3/14/1985

Reference ID	Name	Jurisdiction	Formation
504	Diamond Power Germany GmbH	Germany	10/30/2001
597	Diamond Power International, Inc.	Delaware	3/6/1997
949	Diamond Power Machine (Hubei) Co., Inc.	China	4/20/2004
1908	Diamond Power Services S.E.A. Ltd.	Thailand	2/22/2000
522	Diamond Power Specialty (Proprietary) Limited	Republic of South Africa	4/29/1998
523	Diamond Power Specialty Limited	United Kingdom	3/5/1913
524	Diamond Power Sweden AB	Sweden	3/2/1965
2079	DPS Anson, LLC	Delaware	1/15/2014
2044	DPS Berlin, LLC	Delaware	2/24/2011
1997	DPS Cadillac, LLC	Delaware	2/17/2006
1995	DPS Florida, LLC	Delaware	10/25/2005
1993	DPS Gregory, LLC	Delaware	11/10/2004
1992	DPS Mecklenburg, LLC	Delaware	9/27/2004
9999	DPS Piedmont, LLC	Delaware	6/29/2010
2082	Ebensburg Energy, LLC	Delaware	3/27/2014
967	Ebensburg Investors Limited Partnership	Pennsylvania	3/26/1992
331	Ebensburg Power Company	Pennsylvania	12/9/1986
2027	Gotaverken Milijo AB	Sweden	12/3/2003
2055	Loibl Allen-Sherman Hoff GmbH	Germany	12/16/1993
2104	MEGTEC Acquisition, LLC	Delaware	8/8/2008
2097	MEGTEC Energy & Environmental LLC	Delaware	4/22/2008
2092	MEGTEC Environmental Limited	United Kingdom	12/12/2003
2100	MEGTEC Europe Cooperatief U.A.	Netherlands	8/20/2008
2083	MEGTEC Holdings, Inc.	Delaware	8/8/2008
2089	MEGTEC IEPG BV	Netherlands
2103	MEGTEC India Holdings, LLC	Delaware	4/22/2008
2101	MEGTEC PPG BV	Netherlands	9/17/2008
2091	MEGTEC Systems AB	Sweden	8/8/1970
2095	MEGTEC Systems Amal AB	Sweden	7/17/2001
2098	MEGTEC Systems Australia, Inc.	Delaware	1/12/1999
2087	MEGTEC Systems India Private Ltd.	India	12/19/2005
2094	MEGTEC Systems Limited	United Kingdom	9/17/2008
2093	MEGTEC Systems S.A.S.	France	11/23/1974
2086	MEGTEC Systems Shanghai Ltd.	China
2096	MEGTEC Systems, Inc.	Delaware	7/7/1997
2085	MEGTEC Thermal Energy & Environmental Technology (Shanghai), LTD.	China
2088	MEGTEC TurboSonic Inc.	Ontario	7/1/2000
2099	MEGTEC TurboSonic Technologies, Inc.	Delaware	4/14/1961

Reference ID	Name	Jurisdiction	Formation
2101	MTS Asia, Inc.	Delaware	6/17/2001
2090	MTS Environmental GmbH	Germany	2/27/2008
1989	O&M Holding Company	Delaware	6/26/2008
707	P.T. Babcock & Wilcox Asia	Indonesia	8/24/2000
534	Palm Beach Resource Recovery Corporation	Florida	10/26/1984
560	Power Systems Operations, Inc.	Delaware	10/22/1985
568	Revloc Reclamation Service, Inc.	Delaware	7/2/1990
2013	Servicios de Fabricacion de Valle Soleado, S.A. de C.V.	Mexico	7/31/2009
2012	Servicios Profesionales de Valle Soleado, S.A. de C.V.	Mexico	7/31/2009
767	SOFCo - EFS Holdings LLC	Delaware	2/22/2002
595	Babcock & Wilcox Technology, Inc.	Delaware	3/6/1997
	Babcock & Wilcox Holdings, Inc.	Delaware	4/20/2015

EXHIBIT II - EXISTING REINSURANCE AGREEMENTS

Reinsurance Agreement (agreement # 22004)	Creole Insurance Company, Ltd.	Insurance Company of North America	McDermott Incorporated Et AI.	6/1/1975
Reinsurance Agreement	Creole Insurance Company, Ltd.	Insurance Company of North America		4/1/1977
Reinsurance Agreement	Creole Insurance Company, Ltd.	Insurance Company of North America		4/1/1977
Reinsurance Agreement	Creole Insurance Company, Ltd.	Insurance Company of North America	INA of Texas	4/1/1978
Reinsurance Agreement	Creole Insurance Company, Ltd.	Insurance Company of North America		4/1/1978
Reinsurance Agreement	Creole Insurance Company, Ltd.	Insurance Company of North America	INA of Texas	4/1/1979
Reinsurance Agreement	Creole Insurance Company, Ltd.	Insurance Company of North America	INA of Texas	4/1/1979
Reinsurance Agreement	Creole Insurance Company, Ltd.	Insurance Company of North America	INA of Texas	4/1/1980
Reinsurance Agreement	Creole Insurance Company, Ltd.	Insurance Company of North America	INA of Texas	4/1/1980
Reinsurance Agreement	Creole Insurance Company, Ltd.	Insurance Company of North America		4/1/1982
Addendum Number Five to Reinsurance Agreement effective 4/1/1982	Creole Insurance Company, Ltd.	Insurance Company of North America		4/1/1983
Addendum Number Six to Reinsurance Agreement effective 4/1/1982	Creole Insurance Company, Ltd.	Insurance Company of North America		4/1/1984
Addendum Number Seven to Reinsurance Agreement effective 4/1/1982	Creole Insurance Company, Ltd.	Insurance Company of North America		4/1/1985
Reinsurance Agreement	Creole Insurance Company, Ltd.	Insurance Company of North America		4/1/1986

Reinsurance Agreement	Creole Insurance Company, Ltd.	Insurance Company of North America		4/1/1987
Reinsurance Agreement	Creole Insurance Company, Ltd.	CIGNA Insurance Company		4/1/1987
Reinsurance Agreement	Creole Insurance Company, Ltd.	Insurance Company of North America		4/1/1988
Reinsurance Agreement	Creole Insurance Company, Ltd.	CIGNA Insurance Company		4/1/1988
Trust Agreement	Creole Insurance Company, Ltd.	Pacific Employers Insurance Company	Morgan Guaranty Trust Company of New York	6/24/1988
Reinsurance Agreement	Creole Insurance Company, Ltd.	Insurance Company of North America		4/1/1989
Reinsurance Agreement	Creole Insurance Company, Ltd.	Insurance Company of North America		4/1/1990
Reinsurance Agreement	Creole Insurance Company, Ltd.	Insurance Company of North America		4/1/1990
Reinsurance Agreement	Creole Insurance Company, Ltd.	CIGNA Insurance Company		4/18/1990
Reinsurance Agreement - Addendum I	Creole Insurance Company, Ltd.	CIGNA Insurance Company		4/19/1990
Reinsurance Agreement	Creole Insurance Company, Ltd.	Insurance Company of North America		4/1/1991
Reinsurance Agreement	Creole Insurance Company, Ltd.	Insurance Company of North America		4/1/1991
Reinsurance Agreement	Creole Insurance Company, Ltd.	Insurance Company of North America	Pacific Employers Insurance Company	4/1/1992
Reinsurance Agreement	Creole Insurance Company, Ltd.	Insurance Company of North America	Pacific Employers Insurance Company	4/1/1993
Reinsurance Agreement	Creole Insurance Company, Ltd.	Insurance Company of North America	Pacific Employers Insurance Company	4/1/1994
Reinsurance Agreement	Creole Insurance Company, Ltd.	CIGNA Insurance Company of Texas		4/1/1994
Workers Compensation Residual Market Assessments Captive Programs	Creole Insurance Company, Ltd.	CIGNA Insurance Company of Texas		4/1/1994

Reinsurance Agreement	Creole Insurance Company, Ltd.	CIGNA Insurance Company				4/1/1995
Agreement for Workers Compenstion Redsidual Market Assessments Captive Programs	Creole Insurance Company, Ltd.	CIGNA Insurance Company				4/1/1995
Reinsurance Agreement	Creole Insurance Company, Ltd.	CIGNA Insurance Company	Indemnity Insurance Company of North America	CIGNA Insurance Company of Canada		4/1/1995
Reinsurance Agreement	Creole Insurance Company, Ltd.	Bankers Standard Insurance Company				4/1/1995
Workers Compensation Residual Market Assessments 1995 Captive Programs	Creole Insurance Company, Ltd.	Bankers Standard Insurance Company				4/1/1995
Reinsurance Agreement	Creole Insurance Company, Ltd.	Indemnity Insurance Co. of N.A.	CIGNA Insurance Company	CIGNA Insurance Company of Canada		4/1/1995
Addendum I to Reinsurance Agreement	Creole Insurance Company, Ltd.	Indemnity Insurance Company of North America	CIGNA Insurance Company	CIGNA Insurance Company of Canada		4/1/1996
Reinsurance Agreement	Creole Insurance Company, Ltd.	Indemnity Insurance Co. of N.A.	CIGNA Insurance Company	CIGNA Insurance Company of Canada	Pacific Employers Insurance Company	4/1/1997

EXHIBIT III – REMAINCO ENTITIES

See Schedule 1.1(b) and Schedule 1.1(e) attached hereto. No RemainCo Entity listed on Schedule 1.1(b) shall be deemed to be an “Insured”, a “Named Insured” or otherwise be deemed to be insured under any Existing Policy or Existing Reinsurance Agreement solely by virtue of being listed on such Schedule 1.1(b).

Schedule 1.1(b)

Designated RemainCo Entities

Reference ID	Name
2037	American Centrifuge Manufacturing, LLC
460	B&W Energy Investments, Inc.
950	B&W Fuel Company
535	B&W Fuel, Inc.
537	B&W Nuclear Service Company
960	B&W Nuclear Service Company
536	B&W Nuclear, Inc.
381	B&W Special Projects, Inc.
569	B&W Triso Corporation
573	B&W/OHM Weldon Spring, Inc.
565	Babcock & Wilcox Government Services Company
	Babcock & Wilcox Michoud Operations, LLC
	Babcock & Wilcox Modular Nuclear Energy, LLC
2007	Babcock & Wilcox Nevada, LLC
	Babcock & Wilcox Nuclear Services (U.K.) Limited
945	Babcock-Brown Boveri Reaktor GmbH
	BCE Parts Ltd.
	Burlington Niche Services Ltd.
	BWXT Hanford Company
	BWXT of Idaho, Inc.
	BWXT of Ohio, Inc.
590	BWXT Protec, Inc.
	C3 Nuclear Limited
	Columbia Basin Ventures, LLC
321	Conam Nuclear, Inc.
1914	CTR Solutions, LLC
	DM Petroleum Operations Company
961	Enserch Environmental Management Company, Inc.
461	International Disarmament Corporation
	Isotek Systems, LLC
	Nuclear Materials and Equipment Corporation
	Nuclear Production Partners, LLC
958	Olin Pantex Inc.
	Rocky Flats Technical Associates, Inc.
1980	Savannah River Alliance LLC
2008	Savannah River Tactical Services LLC
570	Triso
	Tubesolve Ltd.

Schedule 1.1(e)

RemainCo Subsidiaries

Reference ID	Name	Jurisdiction	Formation
2058	B&W NE Luxembourg SARL	Luxembourg	6/7/2012
2046	B&W Nuclear Maintenance Services, Inc.	Delaware	3/23/2011
532	Babcock & Wilcox Canada Ltd.	Ontario	6/5/1922
2049	Babcock & Wilcox Commercial Power, Inc.	Delaware	6/15/2011
2014	Babcock & Wilcox Conversion Services, LLC	Delaware	7/14/2009
2002	Babcock & Wilcox Intech, Inc.	Tennessee	7/29/1994
2048	Babcock & Wilcox International Technical Services, Inc.	Delaware	6/1/2011
380	Babcock & Wilcox Investment Company	Delaware	7/12/1990
2042	Babcock & Wilcox Modular Reactors LLC	Delaware	12/21/2010
2056	Babcock & Wilcox mPower, Inc.	Delaware	1/11/2012
2071	Babcock & Wilcox NOG Technologies, Inc.	Delaware	6/12/2013
2059	Babcock & Wilcox Nuclear Energy Europe SAS	France	7/5/2012
1967	Babcock & Wilcox Nuclear Energy, Inc.	Delaware	5/23/2007
1974	Babcock & Wilcox Nuclear Operations Group, Inc.	Delaware	11/20/2007
2035	BWSR, LLC	Delaware	5/19/2010
1961	Babcock & Wilcox Technical Services (U.K.) Limited	United Kingdom	12/19/2006
1970	Babcock & Wilcox Technical Services Clinch River, LLC	Delaware	5/16/2007
572	Babcock & Wilcox Technical Services Group, Inc.	Delaware	12/11/1991
587	Babcock & Wilcox Technical Services Savannah River Company	Delaware	9/1/1995
710	Babcock & Wilcox Technical Services Y-12, LLC	Delaware	4/20/2000
596	Babcock & Wilcox Government and Nuclear Operations, Inc.	Delaware	3/19/1997
580	BWXT Federal Services, Inc.	Delaware	10/13/1994
1576	BWXT Washington, Inc.	Delaware	9/29/2004
189	Creole Insurance Company, Ltd.	South Carolina	6/7/1973
2062	Generation mPower Canada Ltd	Saskatchewan	10/17/2012
2043	Generation mPower LLC	Delaware	12/16/2010
2009	Idaho Treatment Group, LLC	Delaware	12/22/2008
2003	Intech International, Inc.	Ontario	12/17/1997
2110	Kansas City Advanced Manufacturing, LLC	Delaware	1/27/2015
1968	Marine Mechanical Corporation	Delaware	2/3/1994
2005	NFS Holdings, Inc.	Delaware	9/25/2007
2004	NOG-Erwin Holdings, Inc.	Delaware	7/30/2008

Reference ID	Name	Jurisdiction	Formation
2006	Nuclear Fuel Services, Inc.	Delaware	9/25/2007
2029	The Babcock & Wilcox Company	Delaware	3/8/2010
3087	BWXT Foreign Holdings LLC	Delaware	4/20/2015
	BWXT Canada Holdings Corp.	Nova Scotia

EX-10.7

Exhibit 10.7

FORM OF

NOVATION AND ASSUMPTION AGREEMENT

by and among

THE BABCOCK & WILCOX COMPANY,

a Delaware corporation,

and

BABCOCK & WILCOX ENTERPRISES, INC.,

a Delaware corporation,

and

DAMPKRAFT INSURANCE COMPANY, a South Carolina corporation

and

CREOLE INSURANCE COMPANY, a South Carolina corporation,

RECITALS

THIS NOVATION AND ASSUMPTION AGREEMENT (the “Agreement”), is entered into and effective as of                 , 2015 (the “Effective Date”) by and among THE BABCOCK & WILCOX COMPANY , a Delaware corporation (“RemainCo”), BABCOCK & WILCOX ENTERPRISES, INC., a Delaware corporation (“SpinCo”), CREOLE INSURANCE COMPANY, a South Carolina corporation (“Creole”), and DAMPKRAFT INSURANCE COMPANY, LTD., a South Carolina corporation (“Dampkraft”) and, solely with respect to Sections 2(a)(ii) and 2(c)(ii), respectively, the other RemainCo Entities signatory hereto and the other SpinCo Entities signatory hereto.

WHEREAS, Creole has issued the Existing Policies to one or more RemainCo Entities and one or more SpinCo Entities;

WHEREAS, pursuant to the Existing Policies, Creole is obligated, among other things, to pay or reimburse RemainCo Entities and/or SpinCo Entities for certain obligations;

WHEREAS, SpinCo, prior to the Separation, is a wholly owned Subsidiary of RemainCo;

WHEREAS, RemainCo intends to spin-off SpinCo from RemainCo through a dividend of common stock of SpinCo to the shareholders of RemainCo (the “Separation”);

WHEREAS, in connection with the Separation, Creole desires to transfer and Dampkraft desires to assume any Transferable Creole Policies insofar as such policies relate to SpinCo Entities;

WHEREAS, RemainCo and SpinCo are parties, together with ACE American Insurance Company and certain of its affiliates (collectively, “ACE”) to a certain Assumption and Loss Allocation Agreement (the “ALAA”) that, among other things, assists in effecting the Separation by identifying certain RemainCo Obligations and certain SpinCo Obligations and allocating liability and responsibility therefor;

WHEREAS, certain of the liabilities of RemainCo and/or SpinCo and their respective Affiliates that are insured by the Existing Policies under this Agreement are RemainCo Obligations and/or SpinCo Obligations under the ALAA, and the parties desire that the allocation of liability in this Agreement conform to that in the ALAA insofar as such overlap may exist; and

WHEREAS, each of RemainCo and SpinCo, each for itself and for its respective Subsidiaries, is willing to consent to the transfer, assumption, and novation of the matters set forth herein, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises set out herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions. The following terms used herein, including in the recitals and Exhibits hereto, shall have the following meanings:

“ACE” has the meaning set forth in the recitals to this Agreement.

“Affiliate” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the specified Person. For this purpose “control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through ownership of voting securities, by contract or otherwise.

“Agreement” has the meaning set forth in the recitals to this Agreement.

“ALAA” has the meaning set forth in the recitals to this Agreement.

“Assumption Time” means the time at which the Separation is effective on the Effective Date.

“Dampkraft Assumption and Novation” has the meaning set forth in Section 2(a)(i).

“Effective Date” has the meaning set forth in the recitals to this Agreement.

“Existing Policies” means the Transferable Creole Policies and the Wholly Retained Creole Policies.

“Insured,” as a noun in reference to one or more insurance policies, means any Person who is insured by such policy or policies, regardless of whether such Person is designated an “Insured” or a “Named Insured” in such policy or is otherwise expressly identified therein.

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“Insured SpinCo Obligation” means an obligation of Creole or Dampkraft under the Existing Policies that arises from an obligation, (a) to any insurance company that is an Obligation of a SpinCo Entity or (b) to ACE or its Affiliates that is a SpinCo Obligation under the ALAA.

“Insured RemainCo Obligation” means an obligation of Creole under the Existing Policies that arises from an obligation, (a) to any insurance company that is an Obligation of a RemainCo Entity or (b) to ACE or its Affiliates that is an RemainCo Obligation under the ALAA.

“Insurer,” as a noun in reference to one or more insurance policies, means the Person identified in such policy or policies as the insurer.

“Loss Portfolio” means (a) all of the accumulated reserves (actual and incurred but not reported) which Creole holds in respect of its liabilities (actual and contingent) under the Transferable Creole Policy, (b) the unearned premium reserve with respect to each Transferable Creole Policy, (c) the other liabilities (comprising accounts payable, accrued expenses and loss payables) and (d) an amount as agreed upon between Creole and Dampkraft with respect to a loss deterioration reserve under the Transferable Creole Policy.

“Master Separation Agreement” means a Master Separation Agreement to be entered into between RemainCo and SpinCo in connection with the Separation.

“Organizational Documents” means (a) with respect to any corporation, its certificate or articles of incorporation or organization and its bylaws, (b) with respect to any limited partnership, its certificate of limited partnership and its partnership agreement, (c) with respect to any general partnership, its partnership agreement, and (d) with respect to any limited liability company, its certificate or articles of formation or organization and its operating agreement or other organizational documents.

“Parties” means RemainCo, SpinCo, Dampkraft and Creole collectively (and each individually is a “Party”).

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, a union, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof.

“RemainCo” has the meaning set forth in the recitals to this Agreement.

“RemainCo Entity” means RemainCo and each of the entities listed on Exhibit II attached hereto and made a part hereof. It is acknowledged and understood that, from and after the effectiveness of the Separation, the RemainCo Entities will not be Subsidiaries or Affiliates of SpinCo or any of the other SpinCo Entities.

“RemainCo Obligations” shall have the meaning ascribed to such term in the ALAA and shall be interpreted under this Agreement to conform to interpretations under the ALAA.

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

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“SpinCo” has the meaning set forth in the recitals to this Agreement.

“SpinCo Entity” means SpinCo and each of the entities listed on Exhibit I attached hereto and made a part hereof. It is acknowledged and understood that, from and after the effectiveness of the Separation, the SpinCo Entities will not be Subsidiaries or Affiliates of RemainCo or any of the other RemainCo Entities.

“SpinCo Obligations” shall have the meaning ascribed to such term in the ALAA and shall be interpreted under this Agreement to conform to interpretations under the ALAA.

“Subsidiary” means, with respect to any specified Person, any corporation, partnership, limited liability company, joint venture or other organization, whether incorporated or unincorporated, of which at least a majority of the securities or interests having by the terms thereof ordinary voting power to elect at least a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such specified Person or by any one or more of its Subsidiaries, or by such specified Person and one or more of its Subsidiaries.

“Transferable Creole Policy” means each insurance policy issued prior to the date hereof by Creole on which an SpinCo Entity is named or otherwise identified as an insured (including without limitation by being within a generic description such as “Affiliates” or “Subsidiaries”).

“Transferred Dampkraft Policy” means, as to any Transferable Creole Policy after the Assumption Time and giving effect to this Agreement, the aggregate of all rights, duties, and obligations of Dampkraft with respect to the SpinCo Entities that were, prior to the Assumption Time, Insureds of Creole under such Transferable Creole Policy

“Wholly Retained Creole Policy” means an insurance policy issued by Creole to one or more RemainCo Entities (and possibly others) that is not a Transferable Creole Policy.

2. Assumption.

(a) Dampkraft Assumption and Novation. Notwithstanding anything in any Transferable Creole Policy to the contrary, and effective as of the Assumption Time, Creole hereby transfers and assigns, and Dampkraft hereby assumes by novation, (x) so much of each Transferable Creole Policy as relates to SpinCo or any SpinCo Entity as an Insured thereunder; and (y) any and all rights and obligations of Creole under any of the Existing Policies that arise from Insured SpinCo Obligations. In connection with and implementation of such transfer, assignment, and novation:

(i) Dampkraft hereby agrees to observe, pay, perform, satisfy, fulfill and discharge any and all now existing and hereafter arising duties, terms, provisions, covenants, obligations and liabilities of Creole under the Transferable Creole Policies and with respect to the Insured SpinCo Obligations, both insofar as transferred above (the “Dampkraft Assumption and Novation”); and

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(ii) Each SpinCo Entity that is a signatory hereto hereby consents to, and agrees to give full force and effect to, the Dampkraft Assumption and Novation. From and after the Assumption Time, Dampkraft and not Creole shall be treated as the applicable SpinCo Entity’s contractual counterparty with respect to the contracts and mutual rights and obligations subject to the Dampkraft Assumption and Novation. Without limitation, each SpinCo Entity:

a. may enforce against Dampkraft its rights under the Transferable Creole Policies or with respect to any Insured SpinCo Obligation to the same extent such Person could, prior to the Dampkraft Assumption and Novation, enforce such rights against Creole, and

b. shall perform for the benefit of Dampkraft any obligation under the Transferable Creole Policies or with respect to any Insured SpinCo Obligation to the same extent such Person was obligated, prior to the Dampkraft Assumption and Novation, to perform such obligations for the benefit of Creole, and

c. releases Creole from its obligation to observe, pay, perform, satisfy, fulfill or discharge any obligations under any Transferable Creole Policy or with respect to any Insured SpinCo Obligation.

(iii) With respect to each Transferable Creole Policy that is subject to the Dampkraft Assumption and Novation, the aggregate of rights, duties, and obligations set forth in subsections (a)(i) and (a)(ii) above shall be treated as the Transferred Dampkraft Policy relating to such Transferable Creole Policy.

(b) No Transfer or Novation of Insured RemainCo Obligations to SpinCo Entities. Except to the extent that the Wholly Retained Creole Policies are determined to cover Insured SpinCo Obligations notwithstanding the absence of any SpinCo Entity as an Insured thereunder, the Wholly Retained Creole Policies are not novated or otherwise affected by the Dampkraft Assumption and Novation. The Transferable Creole Policies are novated to Dampkraft as set forth above only to the extent that one or more SpinCo Entities is an insured thereunder. To the extent that RemainCo Entities are insureds under the Transferable Creole Policies, the Parties acknowledge that Creole and not Dampkraft shall continue to observe, pay, perform, satisfy, fulfill and discharge any and all now existing and hereafter arising duties, terms, provisions, covenants, obligations and liabilities of the Insurer under the Transferable Creole Policies. The Parties further acknowledge that Creole and not Dampkraft shall continue to observe, pay, perform, satisfy, fulfill and discharge any and all now existing and hereafter arising duties, terms, provisions, covenants, obligations and liabilities of the Insurer with respect to the Insured RemainCo Obligations.

(c) No Effect on Aggregate Limits of Liability. For the avoidance of doubt, it is understood and agreed that the aggregate liability of Creole and Dampkraft, taken together, is not intended to be, and shall be deemed not to be, increased by implementation of this Agreement. In particular, and without limitation, to the extent that any Transferable Creole Policy contains an aggregate limit of liability, that aggregate limit of liability shall, after the

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Assumption Time, apply as a single, joint aggregate limit of liability as between (i) the resulting Transferred Dampkraft Policy and (ii) the portions of the Transferable Creole Policy that are retained pursuant to Section 2(b) above. Disputes as to priority of claims and/or allocation of the single, joint aggregate limit of liability shall be resolved pursuant to Section 12 hereof.

(d) Transfer of Assets. In consideration of Dampkraft’s agreement to assume and discharge Creole’s obligations under each Transferable Creole Policy, Creole agrees to transfer to Dampkraft no later than [●] days after the Effective Date all of the assets, liabilities, rights and obligations comprising the aggregate value of the Loss Portfolio.

3. Amendments. Neither this Agreement nor any provision hereof may be amended, changed, waived, discharged or terminated except by a written instrument signed by each Party.

4. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Neither this Agreement nor any right or obligation hereunder may be assigned or conveyed by any Party without the prior written consent of the other Parties, which consent shall not be unreasonably withheld.

5. No Waiver. The failure or refusal by any Party to exercise any rights granted hereunder shall not constitute a waiver of such rights or preclude the subsequent exercise thereof, and no oral communication shall be asserted as a waiver of any such rights hereunder unless such communication shall be confirmed in a writing plainly expressing an intent to waive such rights and signed by the Party against whom such waiver is asserted.

6. Counterparts. This Agreement may be executed in any number of counterparts each of which when so executed and delivered shall constitute an original, but such counterparts together shall constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by facsimile or email transmission shall constitute effective execution and delivery of this Agreement as to the Parties and may be used in lieu of the original Agreement for all purposes. Signatures of the Parties and other Persons signatory hereto transmitted by facsimile or email shall be deemed to be their original signatures for all purposes.

7. No Third Party Beneficiary. This Agreement shall not be deemed to give any right or remedy to any third party whatsoever unless otherwise specifically granted hereunder.

8. Parties’ Representations. As of the Effective Date, each of the Parties expressly represents on its own behalf: (a) it is an entity in good standing in its jurisdiction of organization; (b) it has all requisite corporate power and authority to enter into this Agreement, and to perform its obligations hereunder; (c) the execution and delivery by it of this Agreement, and the performance by it of its obligations under this Agreement, have been duly authorized by all necessary corporate or other action; (d) this Agreement, when duly executed and delivered by it, and subject to the due execution and delivery hereof by the other Parties, will be a valid and binding obligation of it, enforceable against it, its successors and permitted assigns, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equity

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principles; (e) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby in accordance with the respective terms and conditions hereof will not (i) violate any provision of its Organizational Documents, (ii) violate any applicable order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against it, or binding upon it, or any agreement with, or condition imposed by, any governmental or regulatory body, foreign or domestic, binding upon it as of the date hereof, or (iii) violate any agreement, contract, obligation, promise or undertaking that is legally binding and to which it is a party or by which it is bound; and (f) the signatory hereto on behalf of it is duly authorized and legally empowered to enter into this Agreement on its behalf.

9. Notices. Any and all notices, requests, approvals, authorizations, consents, instructions, designations and other communications that are required or permitted to be given pursuant to this Agreement shall be in writing and may be given either by personal delivery, first class prepaid post (airmail if to another country) or by a recognized overnight delivery service to the following address, or to such other address and recipient as such Party may have notified in accordance with the terms of this section as being its address or recipient for notification for the purposes of this Agreement:

If to Dampkraft:	Dampkraft Insurance Company, c/o Babcock & Wilcox
or any SpinCo Entity:	Enterprises, Inc.
	13024 Ballantyne Corporate Place, Suite 700
	Charlotte, North Carolina 28277
	Attention: Senior Manager - Insurance (with copy to General Counsel)
	Telephone:	[●]
	Facsimile:	[●]
	Electronic Mail:	[●]
If to Creole:	Creole Insurance Company
or any RemainCo Entity:
	Creole Insurance Company, c/o The Babcock & Wilcox Company, Inc.
	11525 North Community House Road
	Suite 600
	Charlotte, NC 28277
	Attention:	Chief Risk Officer
		(with copy to General Counsel)
	Telephone:	[●]
	Facsimile:	[●]
	Electronic Mail:	[●]

Any notice or communication to any Person shall be deemed to be received by that Person:

(A) upon personal delivery; or

(B) upon receipt if sent by mail or overnight courier.

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10. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without regard to those provisions concerning conflicts of laws that would result in the application of the laws of any other jurisdiction.

11. Entire Agreement. THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT AMONG ALL OF THE PARTIES WITH RESPECT TO THE TRANSFERS, ASSUMPTIONS, AND NOVATIONS DESCRIBED HEREIN AND SUPERSEDES ALL OTHER PRIOR AGREEMENTS AND UNDERSTANDINGS, BOTH WRITTEN AND ORAL, WITH RESPECT TO THE SUBJECT MATTER HEREOF. SOLELY FOR INTERPRETATION PURPOSES, THE PARTIES ACKNOWLEDGE THAT THIS AGREEMENT IS INTENDED TO BE READ TOGETHER WITH THE ALAA, AND THE PARTIES FURTHER ACKNOWLEDGE THE CONTROLLING NATURE OF THE ALAA WITH RESPECT TO DISPUTE RESOLUTION, AS SET FORTH IN THE FOLLOWING PARAGRAPH.

12. Dispute Resolution. Any and all disputes arising out of this Agreement shall be resolved in accordance with the procedures set for in Section V of the Master Separation Agreement. Issues as to whether a given obligation is an Insured SpinCo Obligation or an Insured RemainCo Obligation shall be resolved as set forth in the ALAA, which resolution shall be binding for all purposes of this Agreement. Any such assertions may be made, to the extent appropriate, in connection with the dispute resolution under the ALAA but may not be made as a basis for challenging such resolution.

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

14. Rules of Construction. The definitions of terms used herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified, (b) any reference herein to any law shall be construed as referring to such law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time, (c) any reference herein to any Person shall be construed to include such Person’s

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successors and assigns (subject to the restrictions contained herein), (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) with respect to the determination of any time period, the word “from” means “from and including” and the word “to” means “to and including” and (f) any reference herein to Articles, Sections and Exhibits shall be construed to refer to Articles and Sections of, and Exhibits to, this Agreement. No provision of this Agreement shall be interpreted or construed against any Person solely because such Person or its legal representative drafted such provision.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the Parties intending to be legally bound hereby have executed this Agreement, by their duly authorized representatives.

THE BABCOCK & WILCOX COMPANY

By:

Name:

Title:

CREOLE INSURANCE COMPANY

By:

Name:

Title:

BABCOCK & WILCOX ENTERPRISES, INC.

By:

Name:

Title:

DAMPKRAFT INSURANCE COMPANY

By:

Name:

Title:

ACKNOWLEDGED AND AGREED FOR PURPOSES OF SECTION 2:

SPINCO ENTITIES:

DAMPKRAFT INSURANCE COMPANY

ADTEC AB

GOTAVERKEN EMISSION TECHNOLOGY AB

AMERICON EQUIPMENT SERVICES, INC.

AMERICON, INC.

B&W DE PANAMA, INC.

B&W PGG LUXEMBOURG CANADA HOLDINGS SARL

B&W PGG LUXEMBOURG FINANCE SARL

B&W PGG LUXEMBOURG HOLDINGS SARL

BABCOCK & WILCOX CONSTRUCTION CO., INC.

BABCOCK & WILCOX MONTERREY FINANCE SARL

BABCOCK & WILCOX DE MONTERREY S.A. DE C.V.

BABCOCK & WILCOX EBENSBURG POWER, LLC

BABCOCK & WILCOX EQUITY INVESTMENTS, LLC

By:

Name:

Title:

BABCOCK & WILCOX GLOBAL SALES & SERVICES – CHILE SPA

BABCOCK & WILCOX GLOBAL SALES & SERVICES SARL

BABCOCK & WILCOX INDIA HOLDINGS, INC.

BABCOCK & WILCOX INDIA PRIVATE LIMITED

BABCOCK & WILCOX INTERNATIONAL INVESTMENTS CO., INC.

BABCOCK & WILCOX INTERNATIONAL SALES AND SERVICE CORPORATION

BABCOCK & WILCOX INTERNATIONAL, INC.

BABCOCK & WILCOX POWER GENERATION GROUP CANADA CORP.

BABCOCK & WILCOX POWER GENERATION GROUP, INC.

BABCOCK & WILCOX VOLUND A/S

DELTA POWER SERVICES, LLC

DIAMOND OPERATING CO., INC.

DIAMOND POWER AUSTRALIA HOLDINGS, INC.

DIAMOND POWER CENTRAL & EASTERN EUROPE S.R.O.

DIAMOND POWER CHINA HOLDING, INC.

DIAMOND POWER DO BRASIL LIMITADA

By:

Name:

Title:

DIAMOND POWER EQUITY INVESTMENTS, INC.

DIAMOND POWER FINLAND OY

DIAMOND POWER GERMANY GMBH

DIAMOND POWER INTERNATIONAL, INC.

DIAMOND POWER MACHINE (HUBEI) CO., INC.

DIAMOND POWER SERVICES S.E.A. LTD.

DIAMOND POWER SPECIALTY (PROPRIETARY) LIMITED

DIAMOND POWER SPECIALTY LIMITED

DIAMOND POWER SWEDEN AB

DPS ANSON, LLC

DPS BERLIN, LLC

DPS CADILLAC, LLC

DPS FLORIDA, LLC

DPS GREGORY, LLC

DPS MECKLENBURG, LLC

DPS PIEDMONT, LLC

EBENSBURG ENERGY, LLC

EBENSBURG INVESTORS LIMITED PARTNERSHIP

By:

Name:

Title:

EBENSBURG POWER COMPANY

GOTAVERKEN MILIJO AB

LOIBL ALLEN-SHERMAN HOFF GMBH

MEGTEC ACQUISITION, LLC

MEGTEC ENERGY & ENVIRONMENTAL LLC

MEGTEC ENVIRONMENTAL LIMITED

MEGTEC EUROPE COOPERATIEF U.A.

MEGTEC HOLDINGS, INC.

MEGTEC IEPG BV

MEGTEC INDIA HOLDINGS, LLC

MEGTEC PPG BV

MEGTEC SYSTEMS AB

MEGTEC SYSTEMS AMAL AB

MEGTEC SYSTEMS AUSTRALIA, INC.

MEGTEC SYSTEMS INDIA PRIVATE LTD.

MEGTEC SYSTEMS LIMITED

MEGTEC SYSTEMS S.A.S.

MEGTEC SYSTEMS SHANGHAI LTD.

MEGTEC SYSTEMS, INC.

MEGTEC THERMAL ENERGY & ENVIRONMENTAL

TECHNOLOGY (SHANGHAI), LTD.

By:

Name:

Title:

MEGTEC TURBOSONIC INC.

MEGTEC TURBOSONIC TECHNOLOGIES, INC.

MTS ASIA, INC.

MTS ENVIRONMENTAL GMBH

O&M HOLDING COMPANY

P.T. BABCOCK & WILCOX ASIA

PALM BEACH RESOURCE RECOVERY CORPORATION

POWER SYSTEMS OPERATIONS, INC.

REVLOC RECLAMATION SERVICE, INC.

SERVICIOS DE FABRICACION DE VALLE SOLEADO, S.A. DE C.V.

SERVICIOS PROFESIONALES DE VALLE SOLEADO, S.A. DE C.V.

SOFCO – EFS HOLDINGS LLC

BABCOCK & WILCOX TECHNOLOGY, INC.

BABCOCK & WILCOX HOLDINGS, INC.

By:

Name:

Title:

EXHIBIT I – SPINCO ENTITIES

See Schedule 1.1(d) and Schedule 1.1(l) attached hereto. No SpinCo Entity listed on Schedule 1.1(d) shall be deemed to be an “Insured”, a “Named Insured” or otherwise be deemed to be insured under any Existing Policy solely by virtue of being listed on such Schedule 1.1(d).

Schedule 1.1(d)

Designated SpinCo Entities

Reference ID	Name
333	Ahahsain Hudson Heat Transfer Co. Ltd
398	Advanced Refractory Technologies, Inc.
	A.M. Lockett & Co., Limited
	Amcermet Corporation
	Applied Synergistics, Inc.
924	ASEA Babcock
235	Ash Acquisition Company
326	B & W Clarion, Inc.
574	B&W Ebensburg Pa., Inc.
383	B&W Fort Worth Power,Inc.
922	B&W Mexicana, S.A. de C.V.
9991	B&W North Branch G.P., Inc.
9990	B&W North Branch L.P., Inc.
586	B&W Saba, Inc.
591	B&W Service Company
	B&W Tubular Products Limited
212	Babcock & Wilcox Asia Investment Co., Inc.
115	Babcock & Wilcox Asia Limited
533	Babcock & Wilcox Canada Leasing Ltd.
	Babcock & Wilcox China Holdings, Inc.
215	Babcock & Wilcox China Investment Co., Inc.
	Babcock & Wilcox Denmark Holdings, LLC
594	Babcock & Wilcox do Brasil Limitada
528	Babcock & Wilcox do Brasil Participacoes Limitada
206	Babcock & Wilcox Egypt SAE
169	Babcock & Wilcox Fibras Ceramicas Limitada
557	Babcock & Wilcox Foreign Sales Corporation
175	Babcock & Wilcox Gama Kazan Teknolojisi A.S.
552	Babcock & Wilcox General Contracting Company
395	Babcock & Wilcox HRSG Company
	Babcock & Wilcox Industries, Ltd.
	Babcock & Wilcox International Construction Co., Inc.
305	Babcock & Wilcox Jonesboro Power, Inc.
	Babcock & Wilcox Refractories limited
323	Babcock & Wilcox Salt City Power, Inc.
322	Babcock & Wilcox Tracy Power, Inc.
314	Babcock & Wilcox Victorville Power, Inc:
727	Babcock & Wilcox Volund France SAS
315	Babcock PFBC, Inc.
559	Babcock Southwest Construction Corporation

Reference ID	Name
936	Babcock-Ultrapower Jonesboro
937	Babcock-Ultrapower West Enfield
951	Bailey Beijing Controls Co.,Ltd.
516	Bailey Controls Australia Pty. Limited
517	Bailey Controls International Sales & Services Company, Inc.
954	Bailey Controls Jordan for Process Controls Services, ltd.
563	Bailey Controls Sales & Service (Australia) Pty. Limited
564	Bailey Controls Sales & Services Canada Inc.
561	Bailey do Brasil lnstrumentos Industrials Limitada
114	Bailey International, Inc.
923	Bailey Japan Company Limited
542	Bailey Meter and Controls Company
	Bailey Meter Company
562	Bailey Meter Co. (Japan) Ltd.
	Bailey Meter Company Limited
	Bailey Meter GmbH
	C.C. Moore & Company Engineers
329	Clarion Energy, Inc.
328	Clarion Power Company
	Control Components France
514	Control Components Italy S.R.L.
	Control Components, Inc. (California)
	Control Components, Inc. (Delaware)
948	Control Components Japan
545	Detroit Broach & Machine Corporation
551	Diamond Blower Company Limited
	Diamond Canapower Ltd.
518	Diamond Power lmportacao e Exportacao Ltda.
144	Diamond Power Korea Inc.
526	Diamond Power Specialty (Japan) Ltd.
558	Diamond Power Specialty (Proprietary) Limited
546	Diamond Power Specialty Corporation (Delaware)
	Diamond Power Speciality Corporation (Ohio)
529	Diamond Power Specialty GmbH
	DPS Berkeley, LLC
	DPS Lowell Cogen, LLC
	DPS Michigan, LLC
	DPS Mojave, LLC
	DPS Sabine, LLC
332	Ebensburg Energy, Inc.
397	Ejendomsaktieselskabet Falkevej2
968	EPC Business Trust
919	Especialidades Termomecanicas, S.A. de C.V.

Reference ID	Name
550	Ferry-Diamond Engineering Company Limited
928	Fibras Ceramicas C.A.
509	Fibras Ceramicas, Inc.
547	Globe Steel Tubes Corporation
	Greer Land Co.
	Holmes Insulations Limited
	Ivey-Cooper Services, L.L.C.
941	lsolite Babcock Refractories Company, Ltd.
927	lsolite Eastern Union Refractories Co., Ltd.
920	KBW Gasification Systems, Inc.
512	LT Produkter i Skutskar AB
938	Maine Power Services
345	McDermott Heat Transfer Company
344	McDermott Productos Industriales de Mexico, S.A. de C.V.
946	Medidores Bailey, S.A. de C.V.
942	Morganite Ceramic Fibres Limited
943	Morganite Ceramic Fibres Pty. Limited
944	Morganite Ceramic Fibres S. A.
544	National Ecology (Alabama) Incorporated
575	National Ecology (Utah) Incorporated
	National Ecology Company
976	Nooter/Eriksen - Babcock & Wilcox, L.L.C.
933	North American CWF Partnership
9989	North Branch Power Company L.P.
971	North County Operations Associates
	North County Recycling, Inc.
1153	P. T. Heat Exchangers Indonesia
934	Palm Beach Energy Associates
	Piedmont Tool Machine Company
581	Power Systems Sunnyside Operations GP, Inc.
583	Power Systems Sunnyside Operations LP, Inc.
508	Productos de Caolin, Inc,
577	PSO Caribbean, Inc.
932	South Point CWF
556	Sunland Construction Co., Inc.
988	Sunnyside Cogeneration Associates
582	Sunnyside II, Inc.
992	Sunnyside II, L.P
303	Sunnyside Ill, Inc.
993	Sunnyside Operations Associates L.P.
571	Termobloc Industria E Comercio Ltda.
953	Thermax Babcock & Wilcox Limited
502	TLT - Babcock, Inc.
1152	W.E. Smith Hudson Pty. Ltd.

Schedule 1.1(l)

SpinCo Subsidiaries¹

Reference ID	Name	Jurisdiction	Formation
	Dampkraft Insurance Company	South Carolina	4/14/2015
	Adtec AB
	Gotaverken Emission Techology AB
553	Americon Equipment Services, Inc.	Delaware	12/3/1985
554	Americon, Inc.	Delaware	3/29/1985
127	B&W de Panama, Inc.	Panama	3/5/1986
2075	B&W PGG Luxembourg Canada Holdings SARL	Luxembourg	11/21/2013
2054	B&W PGG Luxembourg Finance SARL	Luxembourg	11/15/2011
2053	B&W PGG Luxembourg Holdings SARL	Luxembourg	11/15/2011
555	Babcock & Wilcox Construction Co., Inc.	Delaware	3/29/1985
2107	Babcock & Wilcox Monterrey Finance SARL	Luxembourg	12/5/2014
2011	Babcock & Wilcox de Monterrey S.A. de C.V.	Mexico	9/16/2009
327	Babcock & Wilcox Ebensburg Power, LLC	Delaware	12/2/1986
302	Babcock & Wilcox Equity Investments, LLC	Delaware	12/10/1984
2080	Babcock & Wilcox Global Sales & Services - Chile SpA	Chile	5/19/2014
2081	Babcock & Wilcox Global Sales & Services SARL	Luxembourg	3/19/2014
2028	Babcock & Wilcox India Holdings, Inc.	Delaware	3/4/2010
598	Babcock & Wilcox India Private Limited	India	2/3/1999
126	Babcock & Wilcox International Investments Co., Inc.	Panama	10/23/1985
530	Babcock & Wilcox International Sales and Service Corporation	Delaware	9/27/1973
541	Babcock & Wilcox International, Inc.	Delaware	5/20/1981
2072	Babcock & Wilcox Power Generation Group Canada Corp.	Nova Scotia	11/27/2013
500	Babcock & Wilcox Power Generation Group, Inc.	Delaware	12/16/1977
599	Babcock & Wilcox Volund A/S	Denmark	11/22/1999
1988	Delta Power Services, LLC	Delaware	3/1/2001
766	Diamond Operating Co., Inc.	Delaware	3/1/2002
1572	Diamond Power Australia Holdings, Inc.	Delaware	9/3/2002
1984	Diamond Power Central & Eastern Europe s.r.o.	Czech Republic	3/25/2008

¹  NTD: This schedule to be updated to include names of any entities formed for the Spin that will be within the SpinCo Group.

Reference ID	Name	Jurisdiction	Formation
1573	Diamond Power China Holdings, Inc.	Delaware	9/3/2002
521	Diamond Power do Brasil Limitada	Brazil	2/13/1998
1574	Diamond Power Equity Investments, Inc.	Delaware	9/3/2002
525	Diamond Power Finland OY	Finland	3/14/1985
504	Diamond Power Germany GmbH	Germany	10/30/2001
597	Diamond Power International, Inc.	Delaware	3/6/1997
949	Diamond Power Machine (Hubei) Co., Inc.	China	4/20/2004
1908	Diamond Power Services S.E.A. Ltd.	Thailand	2/22/2000
522	Diamond Power Specialty (Proprietary) Limited	Republic of South Africa	4/29/1998
523	Diamond Power Specialty Limited	United Kingdom	3/5/1913
524	Diamond Power Sweden AB	Sweden	3/2/1965
2079	DPS Anson, LLC	Delaware	1/15/2014
2044	DPS Berlin, LLC	Delaware	2/24/2011
1997	DPS Cadillac, LLC	Delaware	2/17/2006
1995	DPS Florida, LLC	Delaware	10/25/2005
1993	DPS Gregory, LLC	Delaware	11/10/2004
1992	DPS Mecklenburg, LLC	Delaware	9/27/2004
9999	DPS Piedmont, LLC	Delaware	6/29/2010
2082	Ebensburg Energy, LLC	Delaware	3/27/2014
967	Ebensburg Investors Limited Partnership	Pennsylvania	3/26/1992
331	Ebensburg Power Company	Pennsylvania	12/9/1986
2027	Gotaverken Milijo AB	Sweden	12/3/2003
2055	Loibl Allen-Sherman Hoff GmbH	Germany	12/16/1993
2104	MEGTEC Acquisition, LLC	Delaware	8/8/2008
2097	MEGTEC Energy & Environmental LLC	Delaware	4/22/2008
2092	MEGTEC Environmental Limited	United Kingdom	12/12/2003
2100	MEGTEC Europe Cooperatief U.A.	Netherlands	8/20/2008
2083	MEGTEC Holdings, Inc.	Delaware	8/8/2008
2089	MEGTEC IEPG BV	Netherlands
2103	MEGTEC India Holdings, LLC	Delaware	4/22/2008
2101	MEGTEC PPG BV	Netherlands	9/17/2008
2091	MEGTEC Systems AB	Sweden	8/8/1970
2095	MEGTEC Systems Amal AB	Sweden	7/17/2001
2098	MEGTEC Systems Australia, Inc.	Delaware	1/12/1999
2087	MEGTEC Systems India Private Ltd.	India	12/19/2005
2094	MEGTEC Systems Limited	United Kingdom	9/17/2008
2093	MEGTEC Systems S.A.S.	France	11/23/1974
2086	MEGTEC Systems Shanghai Ltd.	China
2096	MEGTEC Systems, Inc.	Delaware	7/7/1997

Reference ID	Name	Jurisdiction	Formation
2085	MEGTEC Thermal Energy & Environmental Technology (Shanghai), LTD.	China
2088	MEGTEC TurboSonic Inc.	Ontario	7/1/2000
2099	MEGTEC TurboSonic Technologies, Inc.	Delaware	4/14/1961
2101	MTS Asia, Inc.	Delaware	6/17/2001
2090	MTS Environmental GmbH	Germany	2/27/2008
1989	O&M Holding Company	Delaware	6/26/2008
707	P.T. Babcock & Wilcox Asia	Indonesia	8/24/2000
534	Palm Beach Resource Recovery Corporation	Florida	10/26/1984
560	Power Systems Operations, Inc.	Delaware	10/22/1985
568	Revloc Reclamation Service, Inc.	Delaware	7/2/1990
2013	Servicios de Fabricacion de Valle Soleado, S.A. de C.V.	Mexico	7/31/2009
2012	Servicios Profesionales de Valle Soleado, S.A. de C.V.	Mexico	7/31/2009
767	SOFCo - EFS Holdings LLC	Delaware	2/22/2002
595	Babcock & Wilcox Technology, Inc.	Delaware	3/6/1997
	Babcock & Wilcox Holdings, Inc.	Delaware	4/20/2015

EXHIBIT II – REMAINCO ENTITIES

See Schedule 1.1(b) and Schedule 1.1(e) attached hereto. No RemainCo Entity listed on Schedule 1.1(b) shall be deemed to be an “Insured”, a “Named Insured” or otherwise be deemed to be insured under any Existing Policy solely by virtue of being listed on such Schedule 1.1(b).

Schedule 1.1(b)

Designated RemainCo Entities

Reference ID	Name
2037	American Centrifuge Manufacturing, LLC
460	B&W Energy Investments, Inc.
950	B&W Fuel Company
535	B&W Fuel, Inc.
537	B&W Nuclear Service Company
960	B&W Nuclear Service Company
536	B&W Nuclear, Inc.
381	B&W Special Projects, Inc.
569	B&W Triso Corporation
573	B&W/OHM Weldon Spring, Inc.
565	Babcock & Wilcox Government Services Company
	Babcock & Wilcox Michoud Operations, LLC
	Babcock & Wilcox Modular Nuclear Energy, LLC
2007	Babcock & Wilcox Nevada, LLC
	Babcock & Wilcox Nuclear Services (U.K.) Limited
945	Babcock-Brown Boveri Reaktor GmbH
	BCE Parts Ltd.
	Burlington Niche Services Ltd.
	BWXT Hanford Company
	BWXT of Idaho, Inc.
	BWXT of Ohio, Inc.
590	BWXT Protec, Inc.
	C3 Nuclear Limited
	Columbia Basin Ventures, LLC
321	Conam Nuclear, Inc.
1914	CTR Solutions, LLC
	DM Petroleum Operations Company
961	Enserch Environmental Management Company, Inc.
461	International Disarmament Corporation
	Isotek Systems, LLC
	Nuclear Materials and Equipment Corporation
	Nuclear Production Partners, LLC
958	Olin Pantex Inc.
	Rocky Flats Technical Associates, Inc.
1980	Savannah River Alliance LLC
2008	Savannah River Tactical Services LLC
570	Triso
	Tubesolve Ltd.

Schedule 1.1(e)

RemainCo Subsidiaries²

Reference ID	Name	Jurisdiction	Formation
2058	B&W NE Luxembourg SARL	Luxembourg	6/7/2012
2046	B&W Nuclear Maintenance Services, Inc.	Delaware	3/23/2011
532	Babcock & Wilcox Canada Ltd.	Ontario	6/5/1922
2049	Babcock & Wilcox Commercial Power, Inc.	Delaware	6/15/2011
2014	Babcock & Wilcox Conversion Services, LLC	Delaware	7/14/2009
2002	Babcock & Wilcox Intech, Inc.	Tennessee	7/29/1994
2048	Babcock & Wilcox International Technical Services, Inc.	Delaware	6/1/2011
380	Babcock & Wilcox Investment Company	Delaware	7/12/1990
2042	Babcock & Wilcox Modular Reactors LLC	Delaware	12/21/2010
2056	Babcock & Wilcox mPower, Inc.	Delaware	1/11/2012
2071	Babcock & Wilcox NOG Technologies, Inc.	Delaware	6/12/2013
2059	Babcock & Wilcox Nuclear Energy Europe SAS	France	7/5/2012
1967	Babcock & Wilcox Nuclear Energy, Inc.	Delaware	5/23/2007
1974	Babcock & Wilcox Nuclear Operations Group, Inc.	Delaware	11/20/2007
2035	BWSR, LLC	Delaware	5/19/2010
1961	Babcock & Wilcox Technical Services (U.K.) Limited	United Kingdom	12/19/2006
1970	Babcock & Wilcox Technical Services Clinch River, LLC	Delaware	5/16/2007
572	Babcock & Wilcox Technical Services Group, Inc.	Delaware	12/11/1991
587	Babcock & Wilcox Technical Services Savannah River Company	Delaware	9/1/1995
710	Babcock & Wilcox Technical Services Y-12, LLC	Delaware	4/20/2000
596	Babcock & Wilcox Government and Nuclear Operations, Inc.	Delaware	3/19/1997
580	BWXT Federal Services, Inc.	Delaware	10/13/1994
1576	BWXT Washington, Inc.	Delaware	9/29/2004
189	Creole Insurance Company, Ltd.	South Carolina	6/7/1973
2062	Generation mPower Canada Ltd	Saskatchewan	10/17/2012
2043	Generation mPower LLC	Delaware	12/16/2010
2009	Idaho Treatment Group, LLC	Delaware	12/22/2008

²  NTD: This schedule to be updated to include names of entities formed for the Spin that will be within the RemainCo Group.

Reference ID	Name	Jurisdiction	Formation
2003	Intech International, Inc.	Ontario	12/17/1997
2110	Kansas City Advanced Manufacturing, LLC	Delaware	1/27/2015
1968	Marine Mechanical Corporation	Delaware	2/3/1994
2005	NFS Holdings, Inc.	Delaware	9/25/2007
2004	NOG-Erwin Holdings, Inc.	Delaware	7/30/2008
2006	Nuclear Fuel Services, Inc.	Delaware	9/25/2007
2029	The Babcock & Wilcox Company	Delaware	3/8/2010
3087	BWXT Foreign Holdings, LLC	Delaware	4/20/2015
	BWXT Canada Holdings Corp.	Nova Scotia

EX-10.8

Exhibit 10.8

BABCOCK & WILCOX ENTERPRISES, INC.

2015 LONG-TERM INCENTIVE PLAN

ARTICLE 1

Establishment, Objectives and Duration

1.1 Establishment of the Plan. Babcock & Wilcox Enterprises, Inc., a corporation organized and existing under the laws of the State of Delaware (hereinafter referred to as the “Company”), hereby establishes an incentive compensation plan to be known as the Babcock & Wilcox Enterprises, Inc. 2015 Long-Term Incentive Plan (hereinafter referred to as this “Plan”), as set forth in this document. This Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, and Cash Incentive Awards (each as hereinafter defined). This Plan also permits the issuance of awards in partial substitution for awards relating to the common stock of BWXT immediately prior to the spin-off of the Company by BWXT (the “Spin-off”), in accordance with the terms of an Employee Matters Agreement into which BWXT and the Company intend to enter in connection with the Spin-off (the “Employee Matters Agreement”).

1.2 Objectives. This Plan is designed to promote the success and enhance the value of the Company by linking the personal interests of Participants (as hereinafter defined) to those of the Company’s stockholders, and by providing Participants with an incentive for performance. This Plan is further intended to provide flexibility to the Company in its ability to motivate, attract and retain the employment and/or services of Participants.

1.3 Duration. This Plan shall commence on the Effective Date and shall remain in effect, subject to the right of the Board of Directors (as hereinafter defined) to amend or terminate this Plan at any time pursuant to Article 16 hereof, until all Shares (as hereinafter defined) subject to it shall have been purchased or acquired according to this Plan’s provisions; provided, however, that in no event may an Award (as hereinafter defined) be granted under this Plan on or after                 , 2025.

ARTICLE 2

Definitions

As used in this Plan, the following terms shall have the respective meanings set forth below:

2.1 “Adjusted Award” means an award that is issued under this Plan in accordance with the terms of the Employee Matters Agreement, as an adjustment to, in substitution of, or in accordance with, a stock option, stock appreciation right, share of restricted stock, restricted stock unit, performance share or deferred restricted stock unit that was granted under a BWXT Plan.

2.2 “Appreciation Right” means a right granted pursuant to Article 7 of this Plan, and will include both Free-Standing Appreciation Rights and Tandem Appreciation Rights.

2.3 “Base Price” means the price to be used as the basis for determining the Spread upon the exercise of a Free-Standing Appreciation Right or a Tandem Appreciation Right.

2.4 “Award” means a grant under this Plan of any Nonqualified Stock Option, Incentive Stock Option, Appreciation Right, Restricted Stock, Restricted Stock Unit, Cash Incentive Award, Performance Share or Performance Unit, dividend equivalents that are settled in Shares, or other award granted pursuant to Article 11 of the Plan.

2.5 “Award Agreement” means an agreement, certificate, resolution or other type or form of writing or other evidence approved by the Committee that sets forth the terms and provisions applicable to an Award granted under this Plan. An Award Agreement may be in an electronic medium, may be limited to notation on the books and records of the Company and, unless otherwise determined by the Committee, need not be signed by a representative of the Company or a Participant. With respect to Adjusted Awards, the term also includes any memorandum or summary of terms that may be specified by the Committee, together with any evidence of award under any BWXT Plan that may be referred to therein.

2.6 “Award Limitations” has the meaning ascribed to such term in Section 4.2.

2.7 “BWXT” means The Babcock & Wilcox Company, a Delaware corporation.

2.8 “BWXT Participant” means a current or former employee or officer of BWXT or any of its Subsidiaries, a current or former member of the board of directors of BWXT, or any other person who holds stock options, stock appreciation rights, shares of restricted stock, restricted stock units, deferred restricted stock units, or performance shares under a BWXT Plan as of the date immediately prior to the Distribution Date.

2.9 “BWXT Plan” means The Babcock & Wilcox Company 2010 Long-Term Incentive Plan (as amended and restated February 25, 2014) or the 2012 Babcock & Wilcox Technical Services Group, Inc. Long-Term Incentive Plan, as amended.

2.10 “Beneficial Owner” or “Beneficial Ownership” shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act.

2.11 “Board” or “Board of Directors” means the Board of Directors of the Company.

2.12 “Cash Incentive Award” means a cash award granted pursuant to Article 9 of this Plan.

2.13 “Change in Control” means, for purposes of this Plan and any Awards, unless otherwise set forth in an applicable Award Agreement by the Committee, the occurrence of any of the following:

(a) 30% Ownership Change: Any Person, other than an ERISA-regulated pension plan established by the Company, makes an acquisition of Outstanding Voting Stock and is, immediately thereafter, the beneficial owner of 30% or more of the then Outstanding Voting Stock, unless such acquisition is made directly from the Company in a transaction approved by a majority of the Incumbent Directors; or any group is formed that is the beneficial owner of 30% or more of the Outstanding Voting Stock (other than a group formation for the purpose of making an acquisition directly from the Company and approved (prior to such group formation) by a majority of the Incumbent Directors); or

(b) Board Majority Change: Individuals who are Incumbent Directors cease for any reason to constitute a majority of the members of the Board; or

(c) Major Mergers and Acquisitions: Consummation of a Business Combination unless, immediately following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Voting Stock immediately before such Business Combination beneficially own, directly or indirectly, more than 51% of the then outstanding shares of voting stock of the parent corporation resulting from such Business Combination in substantially the same relative proportions as their ownership, immediately before such Business Combination, of the Outstanding Voting Stock, (ii) if the Business Combination involves the issuance or payment by the Company of consideration to another entity or its shareholders, the total fair market value of such consideration plus the principal amount of the consolidated long-term debt of the entity or business being acquired (in each case, determined as of the date of consummation of such Business Combination by a majority of the Incumbent Directors) does not exceed 50% of the sum of the fair market value of the Outstanding Voting Stock plus the principal amount of the Company’s consolidated long-term debt (in each case, determined immediately before such consummation by a majority of the Incumbent Directors), (iii) no Person (other than any corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of the then outstanding shares of voting stock of the parent corporation resulting from such Business Combination and (iv) a majority of the members of the board of directors of the parent corporation resulting from such Business Combination were Incumbent Directors of the Company immediately before consummation of such Business Combination; or

(d) Major Asset Dispositions: Consummation of a Major Asset Disposition unless, immediately following such Major Asset Disposition, (i) individuals and entities that were beneficial owners of the Outstanding Voting Stock immediately before such Major Asset Disposition beneficially own, directly or indirectly, more than 70% of the then outstanding shares of voting stock of the Company (if it continues to exist) and of the entity that acquires the largest portion of such assets (or the entity, if any, that owns a majority of the outstanding voting stock of such acquiring entity) and (ii) a majority of the members of the Board (if it continues to exist) and of the entity that acquires the largest portion of such assets (or the entity, if any, that owns a majority of the outstanding voting stock of such acquiring entity) were Incumbent Directors of the Company immediately before consummation of such Major Asset Disposition.

For purposes of this definition of “Change in Control”,

(1) “Person” means an individual, entity or group;

(2) “group” is used as it is defined for purposes of Section 13(d)(3) of the Exchange Act;

(3) “beneficial owner” is used as it is defined for purposes of Rule 13d-3 under the Exchange Act;

(4) “Outstanding Voting Stock” means outstanding voting securities of the Company entitled to vote generally in the election of directors; and any specified percentage or portion of the Outstanding Voting Stock (or of other voting stock) is determined based on the combined voting power of such securities;

(5) “Incumbent Director” means a director of the Company (x) who was a director of the Company on the Effective Date or (y) who becomes a director after such date and whose election, or nomination for election by the Company’s shareholders, was approved by a vote of a majority of the Incumbent Directors at the time of such election or nomination, except that any such director will not be deemed an Incumbent Director if his or her initial assumption of office occurs as a result of an actual or threatened election contest or other actual or threatened solicitation of proxies by or on behalf of a Person other than the Board;

(6) “Business Combination” means:

(x) a merger or consolidation involving the Company or its stock; or

(y) an acquisition by the Company, directly or through one or more subsidiaries, of another entity or its stock or assets.

(7) “parent corporation resulting from a Business Combination” means the Company if its stock is not acquired or converted in the Business Combination and otherwise means the entity which as a result of such Business Combination owns the Company or all or substantially all the Company’s assets either directly or through one or more subsidiaries; and

(8) “Major Asset Disposition” means the sale or other disposition in one transaction or a series of related transactions of 70% or more of the assets of the Company and its subsidiaries on a consolidated basis; and any specified percentage or portion of the assets of the Company will be based on fair market value, as determined by a majority of the Incumbent Directors.

However, in no event shall a Change in Control be deemed to have occurred under this Plan with respect to a Participant if the Participant is part of a purchasing group which consummates a transaction resulting in a Change in Control. A Participant shall be deemed “part of a purchasing group” for purposes of the preceding sentence if the Participant is an equity participant in the purchasing company or group (except for: (i) passive ownership of less than three percent (3%) of the stock of the purchasing company; or (ii) ownership of equity participation in the purchasing company or group which is otherwise not significant, as determined prior to the Change in Control by a majority of the non-employee continuing directors).

2.14 “Code” means the Internal Revenue Code of 1986, as amended from time to time.

2.15 “Committee” means the Compensation Committee of the Board, or such other committee of the Board appointed by the Board to administer this Plan, as specified in Article 3 hereof; provided, however, that prior to the initial formation of the Compensation Committee of the Board, references in this Plan to the Committee (unless otherwise indicated) will be deemed to be references to the Board.

2.16 “Company” means Babcock & Wilcox Enterprises, Inc., a corporation organized and existing under the laws of the State of Delaware, and, except where the context otherwise indicates, shall include the Company’s Subsidiaries and, except with respect to the definition of “Change in Control” set forth above and the application of any defined terms used in such definition, any successor to any of such entities as provided in Article 19 hereof.

2.17 “Consultant” means a natural person who is neither an Employee nor a Director and who performs services for the Company or a Subsidiary pursuant to a contract, provided that those services are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities.

2.18 “Date of Grant” means the date specified by the Committee on which a grant of Options, Appreciation Rights, Performance Shares, Performance Units, or other awards contemplated by Article 11 of this Plan, or a grant or sale of Restricted Shares, Restricted Stock Units, or other awards contemplated by Article 11 of this Plan, will become effective (which date will not be earlier than the date on which the Committee takes action with respect thereto).

2.19 “Director” means any individual who is a member of the Board of Directors; provided, however, that any member of the Board of Directors who is employed by the Company shall be considered an Employee under this Plan.

2.20 “Disability” means, unless otherwise set forth in an applicable Award Agreement by the Committee and as determined by the Committee in its sole discretion, a Participant’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months.

2.21 “Distribution Date” means the effective date of the distribution, in connection with the Spin-off, of Shares to the holders of common stock of BWXT.

2.22 “Economic Value Added” means net operating profit after tax minus the product of capital and the cost of capital.

2.23 “Effective Date” shall mean                 , 2015.

2.24 “Employee” means any person who is employed by the Company.

2.25 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, as such law, rules and regulations may be amended from time to time.

2.26 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

2.27 “Fair Market Value” of a Share shall mean, as of a particular date, (a) if Shares are listed on a national securities exchange, the closing sales price per Share on the consolidated transaction reporting system for the principal national securities exchange on which Shares are listed on that date, or, if no such sale is so reported on that date, on the last preceding date on which such a sale was so reported, (b) if Shares are not so listed but are traded on an over-the-counter market, the mean between the closing bid and asked prices for Shares on that date, or, if there are no such quotations available for that date, on the last preceding date for which such quotations are available, as reported by the National Quotation Bureau Incorporated, or (c) if no Shares are publicly traded, a value determined in good faith by the Committee, provided that such value is in compliance with the fair market value pricing rules set forth in Section 409A of the Code.

2.28 “Fiscal Year” means the year commencing January 1 and ending December 31.

2.29 “Free-Standing Appreciation Right” means an Appreciation Right granted pursuant to Article 7 of this Plan that is not granted in tandem with an Option.

2.30 “Incentive Stock Option” or “ISO” means an Option to purchase Shares granted under Article 6 hereof and which is designated as an Incentive Stock Option and is intended to meet the requirements of Code Section 422, or any successor provision.

2.31 “Nonqualified Stock Option” or “NQSO” means an option to purchase Shares granted under Article 6 hereof and which is not an Incentive Stock Option.

2.32 “Officer” means an Employee of the Company included in the definition of “Officer” under Section 16 of the Exchange Act and rules and regulations promulgated thereunder or such other Employees who are designated as “Officers” by the Board.

2.33 “Option” means an Incentive Stock Option or a Nonqualified Stock Option.

2.34 “Option Price” means the price at which a Share may be purchased by a Participant pursuant to an Option, as determined by the Committee.

2.35 “Participant” means an eligible Officer, Director, Consultant or Employee who has been selected for participation in this Plan in accordance with Section 5.2. Notwithstanding any provision of this Plan to the contrary, the term “Participant” shall also include a BWXT Participant; provided that, pursuant to Article 23, a BWXT Participant who is not otherwise eligible to be a Participant pursuant to the previous sentence of this definition may receive only Adjusted Awards.

2.36 “Performance-Based Award” means an Award (other than an Option) that is designed to qualify for the Performance-Based Exception.

2.37 “Performance-Based Exception” means the performance-based exception from the deductibility limitations of Section 162(m) of the Code.

2.38 “Performance Period” means, with respect to a Performance-Based Award, the period of time during which the performance goals specified in such Award must be met in order to determine the degree of payout and/or vesting with respect to that Performance-Based Award, and with respect to an Award that is not a Performance-Based Award, the period of time during which the performance goals specified in such Award must be met in order to determine the degree of payout and/or vesting with respect to such Award.

2.39 “Performance Share” means a bookkeeping entry that records the equivalent of one Share awarded pursuant to Article 9 of this Plan.

2.40 “Performance Unit” means a bookkeeping entry awarded pursuant to Article 9 of this Plan that records a unit equivalent to $1.00 or such other value as is determined by the Committee.

2.41 “Period of Restriction” means the period during which the transfer of Shares of Restricted Stock is limited in some way (based on the passage of time, the achievement of performance goals, or upon the occurrence of other events as determined by the Committee, in its sole discretion) as set forth in the related Award Agreement, and/or the Shares are subject to a substantial risk of forfeiture (within the meaning of Section 83 of the Code), as provided in Article 8 hereof.

2.42 “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Section 13(d) and 14(d) thereof, including a “group” (as that term is used in Section 13(d)(3) thereof).

2.43 “Restricted Stock” means Shares granted or sold pursuant to Article 8 of this Plan as to which neither the substantial risk of forfeiture (within the meaning of Section 83 of the Code) nor the prohibition on transfers has expired.

2.44 “Restricted Stock Unit” or “RSU” means a contractual promise to distribute to a Participant one Share and/or cash equal to the Fair Market Value of one Share, determined in the sole discretion of the Committee, which shall be delivered to the Participant upon satisfaction of the vesting and any other requirements set forth in the related Award Agreement.

2.45 “Retirement” shall have the meaning ascribed to such term by the Committee, as set forth in the applicable Award Agreement.

2.46 “Shares” means the common stock, par value $         per share, of the Company.

2.47 “Spread” means the excess of the Fair Market Value per Share on the date when an Appreciation Right is exercised over the Option Price or Base Price provided for in the related Option or Free-Standing Appreciation Right, respectively.

2.48 “Subsidiary” means any corporation, partnership, joint venture, affiliate or other entity in which the Company has a majority voting interest; provided, however, that for purposes of determining whether any person may be a Participant for purposes of any grant of Incentive Stock Options, “Subsidiary” means any corporation in which at the time the Company owns or controls, directly or indirectly, more than 50 percent of the total combined voting power represented by all classes of stock issued by such corporation.

2.49 “Tandem Appreciation Right” means an Appreciation Right granted pursuant to Article 7 of this Plan that is granted in tandem with an Option.

2.50 “Vesting Period” means the period during which an Award granted hereunder is subject to a service or performance-related restriction, as set forth in the related Award Agreement.

ARTICLE 3

Administration

3.1 The Committee. This Plan shall be administered by the Committee or, prior to the initial formation of such Committee, the Board, each as constituted from time to time. The members of the Committee shall be appointed from time to time by, and shall serve at the discretion of, the Board of Directors. The Committee, after its initial formation, shall be composed of not less than three members of the Board, each of whom shall (a) meet all applicable independence requirements of the New York Stock Exchange, or if the Shares are not traded on the New York Stock Exchange, the principal national securities exchange on which the Shares are traded, (b) be a “non-employee director” within the meaning of Rule 16b-3 and (c) be an “outside director” within the meaning of Section 162(m) of the Code. The Committee may from time to time delegate all or any part of its authority under this Plan to any subcommittee thereof. To the extent of any such delegation, references in this Plan to the Committee will be deemed to be references to such subcommittee.

3.2 Authority of the Committee. Except as limited by law or by the Articles of Incorporation or By-Laws of the Company (each as amended from time to time), the Committee shall have full and exclusive power and authority to take all actions specifically contemplated by this Plan or that are necessary or appropriate in connection with the administration hereof and shall also have full and exclusive power and authority to interpret this Plan and to adopt such rules, regulations and guidelines for carrying out this Plan as the Committee may deem necessary or proper. The Committee shall have full power and sole discretion to: select Officers, Directors, Consultants, Employees and BWXT Participants who shall be granted Awards under this Plan; determine the sizes and types of Awards (including Adjusted Awards); determine the time when Awards are to be granted and any conditions that must be satisfied before an Award is granted; determine the terms and conditions of Awards in a manner consistent with this Plan; determine whether the conditions for earning an Award have been met and whether a Performance-Based Award will be paid at the end of an applicable performance period; determine the guidelines and/or procedures for the payment or exercise of Awards; and determine whether a Performance-Based Award should qualify, regardless of its amount, as deductible in its entirety for federal income tax purposes, including whether a Performance-Based Award granted to an Officer should qualify as performance-based compensation. The Committee may, in its sole discretion, accelerate the vesting or exercisability of an Award, eliminate or make less restrictive any restrictions contained in an Award, waive any restriction or other provision of this Plan or any Award or otherwise amend or modify any Award in any manner that is either (a) not adverse to

the Participant to whom such Award was granted or (b) consented to in writing by such Participant, and (c) consistent with the requirements of Section 11.2, Section 11.3 and Section 409A of the Code, if applicable. The Committee may correct any defect or supply any omission or reconcile any inconsistency in this Plan or in any Award in the manner and to the extent the Committee deems necessary or desirable to further this Plan’s objectives. Further, the Committee shall make all other determinations that may be necessary or advisable for the administration of this Plan. As permitted by law and the terms of this Plan, the Committee may delegate its authority as identified herein.

3.3 Delegation of Authority. To the extent permitted under applicable law, the Committee may delegate to the Chief Executive Officer and to other senior officers of the Company its duties under this Plan pursuant to such conditions or limitations as the Committee may establish; provided, however, that (a) the Committee may not delegate any authority to grant Awards to an Employee who is an officer, director or more than 10% beneficial owner of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, as determined by the Committee in accordance with Section 16 of the Exchange Act, or any person subject to Section 162(m) of the Code, (b) the resolution providing for such authorization to grant Awards sets forth the total number of Shares such officer(s) may grant and the terms of any Award that such officer(s) may grant, and (c) the officer(s) shall report periodically to the Committee regarding the nature and scope of the Awards granted pursuant to the authority delegated.

3.4 Decisions Binding. All determinations and decisions made by the Committee pursuant to the provisions of this Plan and all related orders and resolutions of the Committee shall be final, conclusive and binding on all persons concerned, including the Company, its stockholders, Officers, Directors, Employees, Consultants, Participants and their estates and beneficiaries. No member of the Committee shall be liable for any such action or determination made in good faith. In addition, the Committee is authorized to take any action it determines in its sole discretion to be appropriate subject only to the express limitations contained in this Plan, and no authorization in any provision of this Plan is intended or may be deemed to constitute a limitation on the authority of the Committee.

3.5 Non-U.S. Participants. In order to facilitate the making of any grant or combination of grants under this Plan, the Committee may provide for such special terms for awards to Participants who are foreign nationals or who are employed by the Company or any Subsidiary outside of the United States of America or who provide services to the Company under an agreement with a foreign nation or agency, as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Committee may approve such supplements to or amendments, restatements or alternative versions of this Plan (including, without limitation, sub-plans) as it may consider necessary or appropriate for such purposes, without thereby affecting the terms of this Plan as in effect for any other purpose, and the Secretary or other appropriate officer of the Company may certify any such document as having been approved and adopted in the same manner as this Plan. No such special terms, supplements, amendments or restatements, however, will include any provisions that are inconsistent with the terms of this Plan as then in effect unless this Plan could have been amended to eliminate such inconsistency without further approval by the shareholders of the Company.

ARTICLE 4

Shares Subject to this Plan

4.1 Number of Shares Available for Grants of Awards. Subject to adjustment as provided in Section 4.4 hereof, there are reserved for Awards under this Plan                 (                ) Shares. Shares subject to Awards under this Plan that are cancelled, forfeited, terminated or expire unexercised, or are settled in cash, in whole or in part, shall immediately become available for the granting of Awards under this Plan to the extent of such cancellation, forfeiture, termination, expiration or cash settlement. Additionally, the Committee may from time to time adopt and observe such procedures concerning the counting of Shares against this Plan maximum as it may deem appropriate, provided that notwithstanding anything to the contrary contained herein, the following Shares will not be added to the aggregate number of Shares available for Awards under this Section 4.1: (a) Shares tendered or otherwise used in payment of the Option Price of an Option, (b) Shares withheld or otherwise used by the Company to satisfy a tax withholding obligation, (c) Shares subject to an Appreciation Right that are not actually issued in connection with its Shares settlement on exercise thereof, and (d) Shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Options. The Shares reserved for issuance under this Section 4.1 may be Shares of original issuance or Shares held in treasury, or a combination thereof.

4.2 Limits on Grants in Any Fiscal Year. The following rules (“Award Limitations”) shall apply to grants of Awards under this Plan:

(a) Option and Appreciation Rights. The maximum aggregate number of Shares issuable pursuant to Awards of Options and/or Appreciation Rights that may be granted in any one Fiscal Year of the Company to any one Participant shall be                 (                ).

(b) Restricted Stock and Restricted Stock Units. The maximum aggregate number of Shares subject to Performance-Based Awards of Restricted Stock and RSUs that may be granted in any one Fiscal Year to any one Participant shall be                 (                ).

(c) Performance Shares. The maximum aggregate number of Shares subject to Performance-Based Awards of Performance Shares that may be granted in any one Fiscal Year to any one Participant shall be                 (                ).

(d) Performance Units. The maximum aggregate cash payout with respect to Performance-Based Awards of Performance Units granted in any one Fiscal Year to any one Participant shall be $        , with such cash value determined as of the Date of Grant.

(e) Cash Incentive Awards. The maximum aggregate cash payout with respect to Performance-Based Awards of Cash Incentive Awards granted in any one Fiscal Year to any one Participant shall be $        .

(f) Other Awards. The maximum aggregate cash payout with respect to Performance-Based Awards of other awards payable in cash under Article 11 granted in any one Fiscal Year to any one Participant shall be $        , with such cash value determined as of the Date of Grant.

4.3 Limit on Incentive Stock Options. Notwithstanding anything in this Article 4 or elsewhere in this Plan to the contrary and subject to adjustment as provided in Section 4.4, the maximum aggregate number of Shares actually issued pursuant to the exercise of Awards of Incentive Stock Options shall be                 (                ).

4.4 Adjustments in Authorized Shares. The existence of outstanding Awards shall not affect in any manner the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the capital stock of the Company or its business or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock (whether or not such issue is prior to, on a parity with or junior to the Shares) or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business or any other corporate act or proceeding of any kind, whether or not of a character similar to that of the acts or proceedings enumerated above.

If there shall be any change in the Shares of the Company or the capitalization of the Company through merger, consolidation, reorganization, recapitalization, stock dividend, stock split, reverse stock split, split-up, spin-off, combination of shares, exchange of shares, dividend in kind or other like change in capital structure or distribution (other than normal cash dividends) to stockholders of the Company, the Committee, in its sole discretion, in order to prevent dilution or enlargement of Participants’ rights under this Plan, shall adjust, in such manner as it deems equitable and that complies with Section 409A of the Code, as applicable, the number and kind of Shares that may be granted as Awards under this Plan, the number and kind of Shares subject to outstanding Awards, the exercise or other price applicable to outstanding Awards, the Awards Limitations (to the extent that such adjustment would not cause any Option intended to qualify as an Incentive Stock Option to fail to so qualify), the Fair Market Value of the Shares and other value determinations and other terms applicable to outstanding Awards; provided, however, that the number of Shares subject to any Award shall always be a whole number. In the event of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation, the Committee shall be authorized, in its sole discretion, to: (a) grant or assume Awards by means of substitution of new Awards, as appropriate, for previously granted Awards or to assume previously granted Awards as part of such adjustment; (b) make provision, prior to the transaction, for the acceleration of the vesting and exercisability of, or lapse of restrictions with respect to, Awards and the termination of Options that remain unexercised at the time of such transaction; (c) provide for the acceleration of the vesting and exercisability of Options and the cancellation thereof in exchange for such payment as the Committee, in its sole discretion, determines is a reasonable approximation of the value thereof; (d) cancel any Awards and direct the Company to deliver to the Participants who are the holders of such Awards cash in an amount that the Committee shall determine in its sole discretion is equal to the fair market value of such Awards as of the date of such event, which, in the case of any Option or Appreciation Right, shall be the amount equal to the excess of the Fair Market Value of a Share as of such date over the per-share exercise price for such Option or Base Price for such Appreciation Right (for

the avoidance of doubt, if such exercise price or Base Price is less than such Fair Market Value, the Option or Appreciation Right may be canceled for no consideration); or (e) cancel Awards that are Options or Appreciation Rights and give the Participants who are the holders of such Awards notice and opportunity to exercise prior to such cancellation. Moreover, in the event of any such transaction or event or in the event of a Change in Control, the Committee shall provide in substitution for any or all outstanding Awards under this Plan such alternative consideration (including cash), if any, as it, in good faith, shall determine to be equitable in the circumstances and shall require in connection therewith the surrender of all awards so replaced in a manner that complies with Section 409A of the Code.

ARTICLE 5

Eligibility and Participation

5.1 Eligibility. Persons eligible to participate in this Plan include all Officers, Directors, Employees, Consultants and, only with respect to Adjusted Awards, BWXT Participants, as determined in the sole discretion of the Committee.

5.2 Actual Participation. Subject to the provisions of this Plan, the Committee may, from time to time, select from all Officers, Directors, Employees, Consultants, and BWXT Participants, those to whom Awards (or Adjusted Awards) shall be granted and shall determine the nature and amount of each Award. No Officer, Director, Employee or Consultant shall have the right to be selected for participation in this Plan, or, having been so selected, to be selected to receive a future award.

ARTICLE 6

Options

6.1 Grant of Options. Subject to the terms and provisions of this Plan, Options may be granted to Participants in such number, upon such terms, at any time, and from time to time, as shall be determined by the Committee; provided, however, that ISOs may be awarded only to Employees who meet the definition of “employees” under Section 3401(c) of the Code. Subject to the terms of this Plan, the Committee shall have discretion in determining the number of Shares subject to Options granted to each Participant.

6.2 Option Award Agreement. Each Option grant shall be evidenced by an Award Agreement that shall specify the Option Price, the duration of the Option, the number of Shares to which the Option pertains (subject to the limitations set forth in Article 4 of this Plan), and such other provisions as the Committee shall determine that are not inconsistent with the terms of this Plan. The Award Agreement also shall specify whether the Option is intended to be an ISO or an NQSO (provided that, in the absence of such specification, the Option shall be an NQSO).

6.3 Option Price. The Option Price for each grant of an Option under this Plan shall be as determined by the Committee; provided, however, that, subject to any subsequent adjustment that may be made pursuant to the provisions of Section 4.4 hereof, the Option Price shall be not less than one hundred percent (100%) of the Fair Market Value of a Share on the Date of Grant (except with respect to Adjusted Awards or awards under Article 22 of this Plan). Except as otherwise provided in Section 4.4 hereof, without prior stockholder approval, no repricing of Options awarded under this Plan shall be permitted such that the terms of outstanding Options may not be amended to reduce the Option Price; further, except as otherwise provided in Section 4.4 hereof, without prior stockholder approval, Options may not be replaced or regranted through cancellation, in exchange for cash or other Awards, or if the effect of the replacement or regrant would be to reduce the Option Price of the Options or would constitute a repricing under generally accepted accounting principles in the United States (as applicable to the Company’s public reporting).

6.4 Duration of Options. Subject to any earlier expiration that may be effected pursuant to the provisions of Section 4.4 hereof, each Option shall expire at such time as the Committee shall determine at the time of grant; provided, however, that an Option shall not be exercisable later than the tenth (10th) anniversary date of its grant.

6.5 Exercise of Options. Options granted under this Plan shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance approve, which need not be the same for each grant or for each Participant, and may provide that such Options be exercised early, including in the event of the retirement, death or disability of a Participant; provided, however, that in the event of a Change in Control, a grant of an Option (excluding an Option that is an Adjusted Award) may only provide for the earlier exercise of such Option where either (a) within a specified period the Participant is involuntarily terminated for reasons other than for cause or terminates his or her employment for good reason or (b) such Option is not assumed or converted into replacement awards in a manner described in the Award Agreement. The exercise of an Option will result in the cancellation on a share-for-share basis of any Tandem Appreciation Right authorized under Article 7 of this Plan.

6.6 Payment. (a) Any Option granted under this Article 6 shall be exercised by the delivery of a notice of exercise to the Company in the manner prescribed in the related Award Agreement, setting forth the number of Shares with respect to which the Option is to be exercised, and either (i) accompanied by full payment of the Option Price for the Shares issuable on such exercise or (ii) exercised in a manner that is in accordance with applicable law and the “cashless exercise” procedures (if any) approved by the Committee involving a broker or dealer.

(b) The Option Price upon exercise of any Option shall be payable to the Company in full: (i) in cash or by check acceptable to the Company or by wire transfer of immediately available funds; (ii) by tendering previously acquired Shares owned by the Participants having a value at the time of exercise equal to the total Option Price; (iii) subject to any conditions or limitations established by the Committee, by the Company’s withholding of Shares otherwise issuable upon exercise of an Option pursuant to a “net exercise” arrangement; (iv) by a combination of such methods of payment; or (v) any other method approved by the Committee, in its sole discretion.

(c) Subject to any governing rules or regulations, as soon as practicable after receipt of a notification of exercise and full payment, the Company shall deliver to the Participant, in the Participant’s name, Share certificates in an appropriate amount based upon the number of Shares purchased under the Option.

6.7 Restrictions on Share Transferability. The Committee may impose such restrictions on any Shares acquired pursuant to the exercise of an Option granted under this Plan as it may deem advisable, including, without limitation, restrictions under applicable U.S. federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, and under any blue sky or state securities laws applicable to such Shares.

6.8 Termination of Employment, Service or Directorship. Each Option Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the Option following termination of the Participant’s employment, service or directorship with the Company and/or its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, shall be included in each Award Agreement entered into with a Participant with respect to an Option Award, need not be uniform among all Options granted pursuant to this Article 6 and may reflect distinctions based on the reasons for termination.

6.9 Transferability of Options.

(a) Incentive Stock Options. No ISO granted under this Plan may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code or Title I of ERISA, or the regulations thereunder. Further, all ISOs granted to a Participant under this Plan shall be exercisable during his or her lifetime only by such Participant.

(b) Nonqualified Stock Options. Except as otherwise provided in a Participant’s Award Agreement, NQSOs granted under this Plan may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code or Title I of ERISA, or the regulations thereunder. Further, except as otherwise provided in a Participant’s Award Agreement, all NQSOs granted to a Participant under this Plan shall be exercisable during his or her lifetime only by such Participant.

6.10 No Dividend Rights. Options granted under this Plan may not provide for any dividend or dividend equivalents thereon.

6.11 Deferred Payment. To the extent permitted by law, any grant may provide for deferred payment of the Option Price from the proceeds of sale through a bank or broker on a date satisfactory to the Company of some or all of the shares to which such exercise relates.

6.12 Performance Goals. Any grant of Options may specify performance goals that must be achieved as a condition to the exercise of such Options.

ARTICLE 7

Appreciation Rights

7.1 Grant of Appreciation Rights. Subject to the terms and provisions of this Plan, the Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting (a) to any Optionee, of Tandem Appreciation Rights in respect of Options granted hereunder, and (b) to any Participant, of Free-Standing Appreciation Rights. A Tandem Appreciation Right will be a right of the Optionee, exercisable by surrender of the related Option, to receive from the Company an amount determined by the Committee, which will be expressed as a percentage of the Spread (not exceeding 100 percent) at the time of exercise. Tandem Appreciation Rights may be granted at any time prior to the exercise or termination of the related Options; provided, however, that a Tandem Appreciation Right awarded in relation to an Incentive Stock Option must be granted concurrently with such Incentive Stock Option. A Free-Standing Appreciation Right will be a right of the Participant to receive from the Company an amount determined by the Committee, which will be expressed as a percentage of the Spread (not exceeding 100 percent) at the time of exercise.

7.2 Appreciation Rights Award Agreement. Each Appreciation Right grant shall be evidenced by an Award Agreement that shall specify the Base Price (if applicable), the duration of the Appreciation Right, identify the related Options (if applicable), and such other provisions as the Committee shall determine that are not inconsistent with the terms of this Plan.

7.3 Payment. Each grant of Appreciation Rights may specify that the amount payable on exercise of an Appreciation Right (a) will be paid by the Company in cash, Shares or any combination thereof and (b) may not exceed a maximum specified by the Committee at the Date of Grant.

7.4 Waiting Period and Exercisability. Any grant of Appreciation Rights may specify waiting periods before exercise and permissible exercise dates or periods. Furthermore, each grant may specify the period or periods of continuous service by the Participant with the Company or any Subsidiary that is necessary before the Appreciation Rights or installments thereof will become exercisable. Moreover, any grant of Appreciation Rights may provide that such Appreciation Rights be exercised early, including in the event of the retirement, death or disability of a Participant; provided, however, that in the event of a Change in Control, a grant of Appreciation Rights (excluding Appreciation Rights that are an Adjusted Award) may only provide for the earlier exercise of such Appreciation Rights where either (a) within a specified period the Participant is involuntarily terminated for reasons other than for cause or terminates his or her employment for good reason or (b) such Appreciation Rights are not assumed or converted into replacement awards in a manner described in the Award Agreement.

7.5 Performance Goals. Any grant of Appreciation Rights may specify performance goals that must be achieved as a condition of the exercise of such Appreciation Rights.

7.6 Termination of Employment, Service or Directorship. Each Appreciation Rights Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the Appreciation Rights following termination of the Participant’s employment, service

or directorship with the Company and/or its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, shall be included in each Award Agreement entered into with a Participant with respect to an Appreciation Rights Award, need not be uniform among all Appreciation Rights granted pursuant to this Article 7 and may reflect distinctions based on the reasons for termination.

7.7 Tandem Appreciation Rights. Any grant of Tandem Appreciation Rights will provide that such Tandem Appreciation Rights may be exercised only at a time when the related Option is also exercisable and at a time when the Spread is positive, and by surrender of the related Option for cancellation. Successive grants of Tandem Appreciation Rights may be made to the same Participant regardless of whether any Tandem Appreciation Rights previously granted to the Participant remain unexercised.

7.8 No Dividend Rights. Appreciation Rights granted under this Plan may not provide for any dividends or dividend equivalents thereon.

7.9 Transferability. Except as otherwise provided in a Participant’s Award Agreement, Appreciation Rights granted under this Plan may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code or Title I of ERISA, or the regulations thereunder. Further, except as otherwise provided in a Participant’s Award Agreement, all Appreciation Rights granted to a Participant under this Plan shall be exercisable during his or her lifetime only by such Participant.

7.10 Free-Standing Appreciation Rights. These terms apply only to Free-Standing Appreciation Rights:

(a) Base Price. Each grant will specify in respect of each Free-Standing Appreciation Right a Base Price, which (except with respect to awards under Article 22 of this Plan) may not be less than the Fair Market Value per Share on the Date of Grant. Except as otherwise provided in Section 4.4 hereof, without prior stockholder approval, no repricing of Appreciation Rights awarded under this Plan shall be permitted such that the terms of outstanding Appreciation Rights may not be amended to reduce the Base Price; further, except as otherwise provided in Section 4.4 hereof, without prior stockholder approval, Appreciation Rights may not be replaced or regranted through cancellation, in exchange for cash or other Awards, or if the effect of the replacement or regrant would be to reduce the Base Price of the Appreciation Rights or would constitute a repricing under generally accepted accounting principles in the United States (as applicable to the Company’s public reporting).

(b) Duration. No Free-Standing Appreciation Right granted under this Plan may be exercised more than 10 years from the Date of Grant.

ARTICLE 8

Restricted Stock

8.1 Grant of Restricted Stock. Subject to the terms and provisions of this Plan, the Committee at any time, and from time to time, may grant or sell Shares as Restricted Stock (“Shares of Restricted Stock”) to Participants in such amounts as the Committee shall determine.

8.2 Restricted Stock Award Agreement. Each Award of Restricted Stock shall be evidenced by an Award Agreement that shall specify the Period of Restriction, the number of Shares of Restricted Stock granted or to be sold, and such other provisions as the Committee shall determine.

8.3 Transferability. Except as provided in the Participant’s related Award Agreement and/or this Article 8, the Shares of Restricted Stock granted or sold to a Participant under this Plan may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated until the end of the applicable Period of Restriction established by the Committee and specified in the related Award Agreement entered into with that Participant, or upon earlier satisfaction of any other conditions, as specified by the Committee in its sole discretion and set forth in the Award Agreement. During the applicable Period of Restriction, all rights with respect to the Restricted Stock granted to a Participant under this Plan shall be available during his or her lifetime only to such Participant. Any attempted assignment of Restricted Stock in violation of this Section 8.3 shall be null and void.

8.4 Other Restrictions. (a) The Committee may impose such other conditions and/or restrictions on any Shares of Restricted Stock granted pursuant to this Plan as it may deem advisable, including, without limitation, a requirement that Participants pay a stipulated purchase price for each Share of Restricted Stock, restrictions based upon the achievement of specific performance goals, time-based restrictions on vesting following the attainment of the performance goals and/or restrictions under applicable U.S. federal or state securities laws. Further, a grant or sale of Shares of Restricted Stock may provide for earlier termination of restrictions, including in the event of the retirement, death or disability of a Participant; provided, however, that in the event of a Change in Control, a grant or sale of Shares of Restricted Stock (excluding Shares of Restricted Stock that are an Adjusted Award) may only provide for the earlier termination of restrictions where either (i) within a specified period the Participant is involuntarily terminated for reasons other than for cause or terminates his or her employment for good reason or (ii) such Shares of Restricted Stock are not assumed or converted into replacement awards in a manner described in the Award Agreement.

(b) Unless otherwise directed by the Committee, (i) all certificates representing Shares of Restricted Stock will be held in custody by the Company until all restrictions thereon will have lapsed, together with a stock power or powers executed by the Participant in whose name such certificates are registered, endorsed in blank and covering such shares or (ii) all Shares of Restricted Stock will be held at the Company’s transfer agent in book entry form with appropriate restrictions relating to the transfer of such Shares of Restricted Stock.

8.5 Removal of Restrictions. Except as otherwise provided in this Article 8, Shares of Restricted Stock covered by each Restricted Stock Award made under this Plan shall become freely transferable by the Participant after all conditions and restrictions applicable to such Shares have been satisfied or have lapsed.

8.6 Voting Rights. To the extent permitted by the Committee or required by law, Participants holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares during the applicable Period of Restriction.

8.7 Dividends. During the applicable Period of Restriction, Participants holding Shares of Restricted Stock granted or sold hereunder shall, unless the Committee otherwise determines, be credited with cash dividends paid with respect to the Shares, in a manner determined by the Committee in its sole discretion. The Committee may apply any restrictions to the dividends that it deems appropriate; provided, however, that dividends or other distributions on Shares of Restricted Stock that lapse as a result of the achievement of performance goals will be deferred until and paid contingent upon the achievement of the applicable performance goals.

8.8 Termination of Employment, Service or Directorship. Each Restricted Stock Award Agreement shall set forth the extent to which the Participant shall have the right to receive unvested Shares of Restricted Stock following termination of the Participant’s employment, service or directorship with the Company and/or its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, shall be included in each Award Agreement entered into with a Participant with respect to Shares of Restricted Stock, need not be uniform among all Shares of Restricted Stock granted pursuant to this Article 8 and may reflect distinctions based on the reasons for termination.

ARTICLE 9

Performance Units, Performance Shares and Cash Incentive Awards

9.1 Grant of Performance Units, Performance Shares and Cash Incentive Awards. Subject to the terms of this Plan, Performance Units, Performance Shares and Cash Incentive Awards may be granted to Participants in such amounts and upon such terms, and at any time and from time to time, as shall be determined by the Committee.

9.2 Award Agreement. Each Award of Performance Units, Performance Shares or Cash Incentive Award shall be evidenced by an Award Agreement that shall specify the Performance Period, the number of Performance Units or Performance Shares or amount of Cash Incentive Award granted, and such other provisions as the Committee shall determine. Further, the Performance Period may be subject to earlier lapse or modification, including in the event of retirement, death or disability of a Participant; provided, however, that in the event of a Change in Control, the Performance Period for such Performance Units, Performance Shares or Cash Incentive Award (excluding an award that is an Adjusted Award) may be subject to earlier lapse or modification only where either (a) within a specified period the Participant is involuntarily terminated for reasons other than for cause or terminates his or her employment for good reason or (b) such Performance Units, Performance Shares or Cash Incentive Awards are not assumed or converted into replacement awards in a manner described in the Award Agreement; further

provided, that no such adjustment will be made in the case of a Performance-Based Award (other than in connection with the death or disability of the Participant or a Change in Control) where such action would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code. In such event, the Award Agreement will specify the time and terms of delivery.

9.3 Value of Performance Units, Performance Shares and Cash Incentive Awards. Each Performance Unit shall have an initial value that is established by the Committee at the time of grant. Each Performance Share shall have an initial value equal to one hundred percent (100%) of the Fair Market Value of a Share on the date of grant. The Committee shall set performance goals in its discretion that, depending on the extent to which they are met, will determine the number and/or value of Performance Units, Performance Shares or Cash Incentive Awards which will be paid out to the Participant.

9.4 Earning of Performance Units, Performance Shares and Cash Incentive Awards. Subject to the terms of this Plan, after the applicable Performance Period has ended, the holder of Performance Units, Performance Shares or Cash Incentive Awards shall be entitled to receive payment of the number and value of Performance Units, Performance Shares or Cash Incentive Awards earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance goals have been achieved.

9.5 Form and Timing of Payment of Performance Units, Performance Shares and Cash Incentive Awards. Subject to the provisions of Article 13 hereof or as otherwise determined by the Committee in the Award Agreement, payment of earned Performance Units, Performance Shares or Cash Incentive Awards to a Participant shall be made no later than March 15 following the end of the calendar year in which such Performance Units, Performance Shares or Cash Incentive Awards vest, or as soon as administratively practicable thereafter if payment is delayed due to unforeseeable events. Subject to the terms of this Plan, the Committee, in its sole discretion, may pay earned Performance Units or Performance Shares in the form of cash or in Shares (or in a combination thereof) that have an aggregate Fair Market Value equal to the value of the earned Performance Units or Performance Shares at the close of the applicable Performance Period. Any Shares issued or transferred to a Participant for this purpose may be granted subject to any restrictions that are deemed appropriate by the Committee.

9.6 Termination of Employment, Service or Directorship. Each Award Agreement providing for a Performance Unit, Performance Share or Cash Incentive Award shall set forth the extent to which the Participant shall have the right to receive a payout of cash or Shares with respect to unvested Performance Units, Performance Shares or Cash Incentive Award following termination of the Participant’s employment, service or directorship with the Company and/or its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with the Participant, need not be uniform among all Awards of Performance Units, Performance Shares or Cash Incentive Awards granted pursuant to this Article 9 and may reflect distinctions based on the reasons for termination.

9.7 Transferability. Except as otherwise provided in a Participant’s related Award Agreement, Performance Units, Performance Shares and Cash Incentive Awards may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by

the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code or Title I of ERISA, or the regulations thereunder. Further, except as otherwise provided in a Participant’s related Award Agreement, a Participant’s rights with respect to Performance Units, Performance Shares or Cash Incentive Awards granted to that Participant under this Plan shall be exercisable during the Participant’s lifetime only by the Participant. Any attempted assignment of Performance Units, Performance Shares or Cash Incentive Award in violation of this Section 9.7 shall be null and void.

9.8 Voting Rights and Dividends. During the applicable Vesting Period, Participants holding Performance Units or Performance Shares shall not have voting rights with respect to the Shares underlying such units or shares. During the applicable Vesting Period, Participants holding Performance Units or Performance Shares granted hereunder shall, unless the Committee otherwise determines, be credited with dividend equivalents, in the form of cash or additional Performance Units or Performance Shares (as determined by the Committee in its sole discretion), if a cash dividend is paid with respect to the Shares. The extent to which dividend equivalents shall be credited shall be determined in the sole discretion of the Committee. Such dividend equivalents shall be subject to a Vesting Period equal to the remaining Vesting Period of the Performance Units or Performance Shares with respect to which the dividend equivalents are paid. Dividend equivalents credited with respect to Performance Units or Performance Shares that do not vest shall be forfeited.

ARTICLE 10

Restricted Stock Units

10.1 Grant of RSUs. Subject to the terms and provisions of this Plan, the Committee at any time, and from time to time, may grant or sell RSUs to eligible Participants in such amounts as the Committee shall determine.

10.2 RSU Award Agreement. Each RSU Award to a Participant shall be evidenced by an RSU Award Agreement entered into with that Participant, which shall specify the Vesting Period, the number of RSUs granted, the time and manner of payment for earned RSUs, and such other provisions as the Committee shall determine in its sole discretion. Further, any grant or sale of Restricted Stock Units may provide for the early termination of restrictions, including in the event of retirement, death or disability of a Participant; provided, however, that in the event of a Change of Control, a grant or sale of Restricted Stock Units (excluding Restricted Stock Units that are an Adjusted Award) may provide for the earlier termination of restrictions only where either (a) within a specified period the Participant is involuntarily terminated for reasons other than for cause or terminates his or her employment for good reason or (b) such Restricted Stock Units are not assumed or converted into replacement awards in a manner described in the Award Agreement; further provided, that no award of Restricted Stock Units intended to be a Performance-Based Award will provide for such early lapse or modification of the Restriction Period (other than in connection with the death or disability of the Participant or a Change in Control) to the extent such provisions would cause such award to fail to be a Performance-Based Award.

10.3 Transferability. Except as provided in a Participant’s related Award Agreement, RSUs granted hereunder may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code or Title I of ERISA, or the regulations thereunder. Further, except as otherwise provided in a Participant’s related Award Agreement, a Participant’s rights with respect to an RSU Award granted to that Participant under this Plan shall be available during his or her lifetime only to such Participant. Any attempted assignment of an RSU Award in violation of this Section 10.3 shall be null and void.

10.4 Form and Timing of Delivery. If a Participant’s RSU Award Agreement provides for payment in cash, payment equal to the Fair Market Value of the Shares underlying the RSU Award, calculated as of the last day of the applicable Vesting Period, shall be made in a single lump-sum payment. If a Participant’s RSU Award Agreement provides for payment in Shares, the Shares underlying the RSU Award shall be delivered to the Participant. Subject to the provisions of Article 13 hereof or as otherwise determined by the Committee in the Award Agreement, such payment of cash or Shares shall be made no later than March 15 following the end of the calendar year during which the RSU Award vests, or as soon as practicable thereafter if payment is delayed due to unforeseeable events. Such delivered Shares shall be freely transferable by the Participant.

10.5 Voting Rights and Dividends. During the applicable Vesting Period, Participants holding RSUs shall not have voting rights with respect to the Shares underlying such RSUs. During the applicable Vesting Period, Participants holding RSUs granted hereunder shall, unless the Committee otherwise determines, be credited with dividend equivalents, in the form of cash or additional RSUs (as determined by the Committee in its sole discretion), if a cash dividend is paid with respect to the Shares. The extent to which dividend equivalents shall be credited shall be determined in the sole discretion of the Committee. Such dividend equivalents shall be subject to a Vesting Period equal to the remaining Vesting Period of the RSUs with respect to which the dividend equivalents are paid. Dividend equivalents credited with respect to Performance Units/Shares that do not vest shall be forfeited.

10.6 Termination of Employment, Service or Directorship. Each RSU Award Agreement shall set forth the extent to which the applicable Participant shall have the right to receive a payout of cash or Shares with respect to unvested RSUs following termination of the Participant’s employment, service or directorship with the Company and/or its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, shall be included in each Award Agreement entered into with a Participant with respect to RSUs, need not be uniform among all RSUs granted pursuant to this Article 10 and may reflect distinctions based on the reasons for termination.

ARTICLE 11

Other Awards

11.1 Grant of Other Awards. Subject to applicable law and the limit set forth in Article 3 of this Plan, the Committee may grant to any Participant such other awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or

related to, Shares or factors that may influence the value of such shares, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into Shares, purchase rights for Shares, awards with value and payment contingent upon performance of the Company or specified Subsidiaries, affiliates or other business units thereof or any other factors designated by the Committee, and awards valued by reference to the book value of the Shares or the value of securities of, or the performance of specified Subsidiaries or affiliates or other business units of the Company. The Committee will determine the terms and conditions of such awards. Shares delivered pursuant to an award in the nature of a purchase right granted under this Article 11 will be purchased for such consideration, paid for at such time, by such methods, and in such forms, including, without limitation, Shares, other awards, notes or other property, as the Committee determines.

11.2 Tandem Awards. Cash awards, as an element of, or supplement to, any other award granted under this Plan, may also be granted pursuant to this Article 11.

11.3 Shares as Bonus. The Committee may grant Shares as a bonus, or may grant other awards in lieu of obligations of the Company or a Subsidiary to pay cash or deliver other property under this Plan or under other plans or compensatory arrangements, subject to such terms as will be determined by the Committee in a manner that complies with Section 409A of the Code.

11.4 Early Terminations. Any grant of an award under this Article 11 may provide for the early vesting or termination of restrictions, including in the event of retirement, death or disability of a Participant; provided, however, that in the event of a Change in Control, any grant of an award under this Article 11 (excluding an award that is an Adjusted Award) may provide for the earlier termination of restrictions on such award only where either (a) within a specified period the Participant is involuntarily terminated for reasons other than for cause or terminates his or her employment for good reason or (b) such award granted under this Article 11 is not assumed or converted into replacement awards in a manner described in the Award Agreement; further provided, that no award granted under this Article 11 that is intended to be a Performance-Based Award will provide for such early lapse or modification (other than in connection with the death or disability of the Participant or a Change in Control) to the extent such provisions would cause such award to fail to be a Performance-Based Award. In such event, the Award Agreement will specify the time and terms of delivery.

ARTICLE 12

Performance Measures

12.1 Performance Measures. Unless and until the Committee proposes and stockholders approve a change in the general performance measures set forth in this Article 12, the attainment of which may determine the degree of payout and/or vesting with respect to Awards which are designed to qualify for the Performance-Based Exception, the performance measure(s) to be used for purposes of such Performance-Based Awards shall be chosen from among the following alternatives:

(a) Cash Flow (including operating cash flow and free cash flow);

(b) Cash Flow Return on Capital;

(c) Cash Flow Return on Assets;

(d) Cash Flow Return on Equity;

(e) Net Income;

(f) Return on Capital;

(g) Return on Invested Capital;

(h) Return on Assets;

(i) Return on Equity;

(j) Share Price;

(k) Earnings Per Share (basic or diluted);

(l) Earnings Before Interest and Taxes;

(m) Earnings Before Interest, Taxes, Depreciation and Amortization;

(n) Total and Relative Shareholder Return;

(o) Operating Income;

(p) Return on Net Assets;

(q) Gross or Operating Margins;

(r) Safety; and

(s) Economic Value Added or EVA.

Subject to the terms of this Plan, each of these measures may be described in terms of Company-wide objectives or objectives that are related to the performance of the individual Participant or of one or more of the Subsidiaries, divisions, departments, regions, functions or other organizational units within the Company or its Subsidiaries. Each of these measures may be made relative to the performance of other companies or subsidiaries, divisions, departments, regions, functions or other organizational units within such other companies, and may be made relative to an index or one or more of the performance objectives themselves. Furthermore, in the case of a Performance-Based Award, each performance measure will be objectively determinable to the extent required under Section 162(m) of the Code, and, unless otherwise determined by the Committee and to the extent consistent with Section 162(m) of the Code, may include or exclude specified research and development expenses, acquisition costs, operating expenses from acquired businesses or corporate transactions, and such other unusual or [infrequent] items as defined by the Committee in its sole discretion and as identified on the Date of Grant.

Notwithstanding the foregoing, with respect to an Adjusted Award, performance measures shall mean any performance objectives defined in the applicable Award Agreement.

12.2 Adjustments. The Committee shall have the sole discretion to adjust determinations of the degree of attainment of the pre-established performance goals; provided, however, that, except in connection with a Change in Control, a Performance-Based Award may not be adjusted in a manner that would result in the Award no longer qualifying for the Performance-Based Exception. The Committee shall retain the discretion to adjust such Awards downward.

12.3 Compliance with Code Section 162(m). In the event that applicable tax and/or securities laws or regulations change to permit Committee discretion to alter the governing performance measures without obtaining stockholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining stockholder approval; provided that after such change or changes the Award continues to qualify for the Performance-Based Exception. In addition, in the event that the Committee determines that it is advisable to grant Awards that will not qualify for the Performance-Based Exception, the Committee may make such grants without satisfying the requirements of Section 162(m) of the Code and the regulations issued thereunder. Any performance-based Awards granted to Officers or Directors that are not intended to qualify as qualified performance-based compensation under Section 162(m) of the Code shall be based on achievement of such performance measure(s) and be subject to such terms, conditions and restrictions as the Committee shall determine.

ARTICLE 13

Deferrals

The Committee may, in its sole discretion, permit selected Participants to elect to defer payment of some or all types of Awards, or may provide for the deferral of an Award in an Award Agreement; provided, however, that the timing of any such election and payment of any such deferral shall be specified in the Award Agreement and shall conform to the requirements of Section 409A(a)(2), (3) and (4) of the Code and the regulations and rulings issued thereunder. Any deferred payment, whether elected by a Participant or specified in an Award Agreement or by the Committee, may be forfeited if and to the extent that the applicable Award Agreement so provides.

ARTICLE 14

Rights of Employees, Directors and Consultants

14.1 Employment or Service. Nothing in this Plan shall interfere with or limit in any way the right of the Company to terminate any Participant’s employment or service at any time, nor confer upon any Participant any right to continue in the employ or service of the Company.

14.2 No Contract of Employment. Neither an Award nor any benefits arising under this Plan shall constitute part of a Participant’s employment contract with the Company or any Subsidiary, and accordingly, subject to the provisions of Article 16 hereof, this Plan and the benefits hereunder may be terminated at any time in the sole and exclusive discretion of the Board without giving rise to liability on the part of the Company or any Subsidiary for severance payments.

14.3 Transfers Between Participating Entities. For purposes of this Plan, a transfer of a Participant’s employment between the Company and a Subsidiary, or between Subsidiaries, shall not be deemed to be a termination of employment. Upon such a transfer, subject to the terms of this Plan, the Committee may make such adjustments to outstanding Awards as it deems appropriate to reflect the change in reporting relationships.

ARTICLE 15

Change in Control

The treatment of outstanding Awards upon the occurrence of a Change in Control, unless otherwise specifically prohibited under applicable laws, or by the rules and regulations of any governing governmental agencies or national securities exchanges, shall be determined in the sole discretion of the Committee in accordance with the terms of this Plan and shall be described in the Award Agreements and need not be uniform among all Participants or Awards granted pursuant to this Plan.

ARTICLE 16

Amendment, Modification and Termination

16.1 Amendment, Modification, and Termination. The Board may at any time and from time to time, alter, amend, suspend or terminate this Plan in whole or in part; provided, however, that stockholder approval shall be required for any amendment that materially alters the terms of this Plan or is otherwise required by applicable legal requirements. No amendment or alteration that would adversely affect the rights of any Participant under any Award previously granted to such Participant shall be made without the consent of such Participant. Notwithstanding anything in this Plan to the contrary, Participant consent shall not be required for any amendment to Article 20 hereof or otherwise that is deemed necessary or appropriate by the Company to ensure compliance with the Dodd-Frank Wall Street Reform and Consumer Protection Act or Section 10D of the Exchange Act, or any rules or regulations promulgated thereunder.

16.2 Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. If permitted by Section 409A of the Code and Section 162(m) of the Code and subject to Sections 4.4 and 6.3 of this Plan, the Committee may make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 4.4 hereof) affecting the Company or the financial statements of the Company or in recognition of changes in applicable laws, regulations or accounting principles, whenever the Committee determines that such adjustments are appropriate.

ARTICLE 17

Withholding

The Company shall have the right to deduct applicable taxes from any Award payment and withhold, at the time of delivery or vesting of cash or Shares under this Plan, or at the time applicable law otherwise requires, an appropriate amount of cash or number of Shares or a combination thereof for payment of taxes required by law or to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for withholding of such taxes. The Committee may permit withholding to be satisfied by the transfer to the Company of Shares theretofore owned by the holder of the Award with respect to which withholding is required. If Shares are used to satisfy tax withholding, such Shares shall be valued at their fair market value on the date when the tax withholding is required to be made and the value withheld shall not exceed the minimum amount of taxes required to be withheld.

ARTICLE 18

Indemnification

Each person who is or shall have been a member of the Committee, or of the Board, or an officer of the Company to whom the Committee has delegated authority in accordance with Article 3 hereof, shall be indemnified and held harmless by the Company against and from: (a) any loss, cost, liability, or expense that may be imposed upon or reasonable incurred by him or her in connection with or resulting from any claim, action, suit or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under this Plan, except for any such action or failure to act that constitutes willful misconduct on the part of such person or as to which any applicable statute prohibits the Company from providing indemnification; and (b) any and all amounts paid by him or her in settlement of any claim, action, suit or proceeding as to which indemnification is provided pursuant to clause (a) of this sentence, with the Company’s approval, or paid by him or her in satisfaction of any judgment or award in any such action, suit or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall be in addition to any other rights of indemnification to which such persons may be entitled under the Company’s Articles of Incorporation or By-Laws (each, as amended from time to time), as a matter of law, or otherwise.

ARTICLE 19

Successors

All obligations of the Company under this Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the direct or indirect result of a merger, consolidation, purchase of all or substantially all of the business and/or assets of the Company or other transaction.

ARTICLE 20

Clawback Provisions

The ability of the Company and/or the Board to forfeit Awards granted or recover Awards paid under this Plan, unless otherwise specifically prohibited under applicable laws, or by the rules and regulations of any governing governmental agencies or national securities exchanges, may be determined in the sole discretion of the Committee and described in the Award Agreements and need not be uniform among all Participants or Awards granted pursuant to this Plan.

ARTICLE 21

General Provisions

21.1 Restrictions and Legends. No Shares or other form of payment shall be issued or transferred with respect to any Award unless the Company shall be satisfied that such issuance or transfer will be in compliance with applicable U.S. federal and state securities laws. The Committee may require each person receiving Shares pursuant to an Award under this Plan to represent to and agree with the Company in writing that the Participant is acquiring the Shares for investment without a view to distribution thereof. Any certificates evidencing Shares delivered under this Plan (to the extent that such Shares are so evidenced) may be subject to such stop-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any securities exchange or transaction reporting system upon which the Shares are then listed or to which they are admitted for quotation and any applicable U.S. federal or state securities law. In addition to any other legend required by this Plan, any certificates for such Shares may include any legend that the Committee deems appropriate to reflect any restrictions on transfer of such Shares.

21.2 Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine, the plural shall include the singular and the singular shall include the plural.

21.3 Severability. If any provision of this Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Plan, and this Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

21.4 Requirements of Law. The granting of Awards and the issuance of Shares under this Plan shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

21.5 Uncertificated Shares. To the extent that this Plan provides for issuance of certificates to reflect the transfer of Shares, the transfer of such Shares may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the rules of any stock exchange or transaction reporting system on which the Shares are listed or to which the Shares are admitted for quotation.

21.6 Unfunded Plan. Insofar as this Plan provides for Awards of cash, Shares or rights thereto, it will be unfunded. Although the Company may establish bookkeeping accounts with respect to Participants who are entitled to cash, Shares or rights thereto under this Plan, it will use any such accounts merely as a bookkeeping convenience. Participants shall have no right, title or interest whatsoever in or to any investments that the Company may make to aid it in meeting its obligations under this Plan. Nothing contained in this Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any Participant, beneficiary, legal representative or any other person. To the extent that any person acquires a right to receive payments from the Company under this Plan, such right shall be no greater than the right of an unsecured general creditor of the Company. All payments to be made hereunder shall be paid from the general funds of the Company and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts, except as expressly set forth in this Plan. This Plan is not intended to be subject to ERISA.

21.7 No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to this Plan or any Award. The Committee shall determine whether cash, Awards or other property shall be delivered or paid in lieu of fractional Shares or whether such fractional Shares or any rights thereto shall be forfeited or otherwise eliminated.

21.8 Governing Law. This Plan and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by mandatory provisions of the Code or the securities laws of the United States, will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any conflicts of laws provisions thereof that would result in the application of the laws of any other jurisdiction.

21.9 Compliance with Code Section 409A. (a) To the extent applicable, it is intended that this Plan and any grant made hereunder comply with or be exempt from the provisions of Section 409A of the Code. This Plan and any grants made hereunder shall be administered and interpreted in a manner consistent with this intent. Any reference in this Plan to Section 409A of the Code will also include any regulations or any other formal guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.

(b) Neither a Participant nor any of a Participant’s creditors or beneficiaries will have the right to subject any deferred compensation (within the meaning of Section 409A of the Code) payable under this Plan and grants hereunder to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A of the Code, any deferred compensation (within the meaning of Section 409A of the Code) payable to a Participant or for a Participant’s benefit under this Plan and grants hereunder may not be reduced by, or offset against, any amount owing by a Participant to the Company or any of its Subsidiaries.

(c) If, at the time of a Participant’s separation from service (within the meaning of Section 409A of the Code), (i) the Participant will be a specified employee (within the meaning of Section 409A of the Code and using the identification methodology selected by the Company from time to time) and (ii) the Company makes a

good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A of the Code) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it, without interest, on the first business day of the seventh month after such separation from service.

(d) Notwithstanding any provision of this Plan and grants hereunder to the contrary, in light of the uncertainty with respect to the proper application of Section 409A of the Code, the Company reserves the right to make amendments to this Plan and grants hereunder as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A of the Code. In any case, a Participant will be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on a Participant or for a Participant’s account in connection with this Plan and grants hereunder (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any of its affiliates will have any obligation to indemnify or otherwise hold a Participant harmless from any or all of such taxes or penalties.

ARTICLE 22

Stock-Based Awards in Substitution for Options or Awards Granted by Other Company

Notwithstanding anything in this Plan to the contrary:

(a) Awards may be granted under this Plan in substitution for or in conversion of, or in connection with an assumption of, stock options, stock appreciation rights, restricted stock, restricted stock units or other stock or stock-based awards held by awardees of an entity engaging in a corporate acquisition or merger transaction with the Company or any Subsidiary. Any conversion, substitution or assumption will be effective as of the close of the merger or acquisition, and, to the extent applicable, will be conducted in a manner that complies with Section 409A of the Code. The awards so granted may reflect the original terms of the awards being assumed or substituted or converted for and need not comply with other specific terms of this Plan, and may account for Shares substituted for the securities covered by the original awards and the number of shares subject to the original awards, as well as any exercise or purchase prices applicable to the original awards, adjusted to account for differences in stock prices in connection with the transaction.

(b) In the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary merges has shares available under a pre-existing plan previously approved by stockholders and not adopted in contemplation of such acquisition or merger, the shares available for grant pursuant to the terms of such plan (as adjusted, to the extent appropriate, to reflect such acquisition or merger) may be used for awards made after such acquisition or merger under the Plan; provided, however, that awards using such available shares may not be made after the date awards or grants could have been made under the terms of the pre-existing plan absent the acquisition or merger, and may only be made to individuals who were not employees or directors of the Company or any Subsidiary prior to such acquisition or merger.

(c) Any Common Shares that are issued or transferred by, or that are subject to any awards that are granted by, or become obligations of, the Company under Sections 22(a) or 22(b) above will not reduce the Shares available for issuance or transfer under the Plan or otherwise count against the limits contained in Article 4 of the Plan. In addition, no Shares that are issued or transferred by, or that are subject to any awards that are granted by, or become obligations of, the Company under Sections 22(a) or 22(b) above will be added to the aggregate plan limit contained in Article 4 of the Plan.

ARTICLE 23

BWXT Awards

The Company is authorized to issue Adjusted Awards to BWXT Participants in connection with the adjustment and replacement by BWXT of certain stock options, stock appreciation rights, restricted shares, restricted stock units, deferred shares, and performance shares previously granted by BWXT. Notwithstanding any other provision of this Plan to the contrary, the number of Shares to be subject to an Adjusted Award and the other terms and conditions of each Adjusted Award, including option exercise price, as applicable, shall be determined by the Committee, all in accordance with the terms of the Employee Matters Agreement.

EX-10.9

Exhibit 10.9

FORM OF

BABCOCK & WILCOX ENTERPRISES, INC.

EXECUTIVE INCENTIVE COMPENSATION PLAN

Effective as of             , 2015

Table of Contents

ARTICLE 1 – PURPOSE	1
ARTICLE 2 – DEFINITIONS	1
(a) Affiliated Company	1
(b) Award Opportunity	1
(c) Board	1
(d) Code	1
(e) Committee	1
(f) Company	1
(g) Consolidated Balance Sheet	1
(h) Consolidated Financial Statements	1
(i) Covered Employee	2
(j) Economic Value Added	2
(k) Employee	2
(l) Equity	2
(m) Final Award	2
(n) Participant	2
(o) Plan	2
(p) Qualified Performance-Based Award	2
(q) Salary	2
(r) Subsidiary	2
(s) Target Incentive Award	2
ARTICLE 3 – UNFUNDED STATUS OF THE PLAN	2
ARTICLE 4 – ADMINISTRATION OF THE PLAN	3
ARTICLE 5 – ELIGIBILITY AND PARTICIPATION	3
ARTICLE 6 – AWARD DETERMINATION	3
(a) Performance Measures and Performance Goals	3
(b) Award Opportunities	4
(c) Adjustment of Performance Goals and Award Opportunities	4
(d) Final Award Determinations	4

i

(e) Award Limit	5
(f) Threshold Levels of Performance	5
ARTICLE 7 – PAYMENT OF AWARDS	5
ARTICLE 8 – QUALIFIED PERFORMANCE-BASED AWARDS	5
(a) Applicability of Article 8	5
(b) Establishment of Award Opportunities	5
(c) Components of Award Opportunities	6
(d) No Adjustment of Performance Goals or Award Opportunities	6
ARTICLE 9 – LIMITATIONS	7
ARTICLE 10 – CLAWBACK PROVISIONS	7
ARTICLE 11 – AMENDMENT, SUSPENSION, TERMINATION, OR ALTERATION OF THE PLAN	8
ARTICLE 12 – COMMENCEMENT OF AWARDS	8

ii

Article 1 – Purpose

The purpose of the plan is to make provision for the payment of supplemental compensation to managerial and other key Employees who contribute materially to the success of the Company or one or more of its Subsidiary or Affiliated Companies, thereby affording them an incentive for and a means of participating in that success.

Article 2 – Definitions

For the purpose of the Plan, the following definitions shall be applicable:

(a) Affiliated Company. Any corporation, joint venture, or other legal entity in which Babcock & Wilcox Enterprises, Inc. , directly or indirectly, through one or more Subsidiaries, owns less than fifty percent (50%) but at least twenty percent (20%) of its voting control.

(b) Award Opportunity. The various levels of incentive award payouts which a Participant may earn under the Plan, as established by the Committee pursuant to Sections 6(a), 6(b) and 8(b) herein.

(c) Board. The Board of Directors of Babcock & Wilcox Enterprises, Inc.

(d) Code. “Code” means the Internal Revenue Code of 1986, as amended.

(e) Committee. “Committee” means the Compensation Committee of the Board of Directors. The Committee shall be constituted so as to permit the Program to comply with the exemptive provisions of Section 16 of the Securities Exchange Act of 1934, and the rules promulgated thereunder, and the rules and regulations approved by national securities exchanges.

(f) Company. “Company” means The Babcock & Wilcox Enterprises, Inc., a Delaware corporation (or any successor thereto).

(g) Consolidated Balance Sheet With respect to each fiscal year of the Company, the Consolidated Balance Sheet included in the Company’s Consolidated Financial Statements for such year, as certified by the Company’s independent public accountants, and set forth in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission.

(h) Consolidated Financial Statements. With respect to each fiscal year of the Company, the Company’s Consolidated Balance Sheet and Consolidated Statement of Income and Retained Earnings for such year.

1

(i) Covered Employee. A Participant who is one of the group of “covered employees,” as defined in the Regulations promulgated under Code Section 162(m)(3) or who the Committee determines is likely to become one of the group of “covered employees” as defined under Code Section 162(m).

(j) Economic Value Added. Economic Value Added, with respect to each fiscal year of the Company, is defined as net operating profit after tax minus the product of capital and the cost of capital.

(k) Employee. Any person who is regularly employed by the Company or any of its Subsidiary or Affiliated Companies on a full-time salaried basis, including any Employee who also is an officer or director of the Company or of any of its Subsidiary or Affiliated Companies.

(l) Equity. Total stockholders’ equity as reported in the Company’s Consolidated Balance Sheet.

(m) Final Award. The actual award earned during a plan year by a Participant, as determined by the Committee following the end of a plan year; provided Participant is still an Employee when payment is to be made pursuant to Article 7 herein.

(n) Participant. An Employee who has received an Award Opportunity.

(o) Plan. The Executive Incentive Compensation Plan of Babcock & Wilcox Enterprises, Inc.

(p) Qualified Performance-Based Award. An award or portion of an award granted to a Covered Employee that is intended to satisfy the requirements for “qualified performance-based compensation” under Code Section 162(m).

(q) Salary. The annual basic compensation earned during a plan year (including any portion which may have been deferred).

(r) Subsidiary. Any corporation, joint venture or other legal entity in which the Company, directly or indirectly, owns more than fifty percent (50%) of its voting control.

(s) Target Incentive Award. The award to be paid to Participants when the Company meets “targeted” performance results, as established by the Committee.

Article 3 – Unfunded Status of the Plan

(a) Each Final Award shall be paid from the general funds of the Participant’s employer. The entire expense of administering the Plan shall be borne by the Company.

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(b) No special or separate funds shall be established, or other segregation of assets made to execute payment of Final Awards. No Employee, or other person, shall have, under any circumstances, any interest whatsoever, vested or contingent, in any particular property or asset of the Company or any Subsidiary or Affiliated Company by virtue of any Final Award.

Article 4 – Administration of the Plan

Full power and authority to construe, interpret and administer the Plan shall be vested in the Committee. A determination by the Committee in carrying out or administering the Plan shall be final and binding for all purposes and upon all interested persons, their heirs, and personal representative(s). Except as prohibited by applicable law or limited by Article 8 herein, the Committee may delegate to the Chief Executive Officer and to executive officers of the Company its duties under this Plan pursuant to such conditions or limitations as the Committee may establish.

Article 5 – Eligibility and Participation

All Employees are eligible for participation in the Plan. Actual participation in the Plan shall be based upon recommendations by the Chief Executive Officer of the Company, subject to approval by the Committee. The Chief Executive Officer of the Company shall automatically participate in the Plan.

Article 6 – Award Determination

(a) Performance Measures and Performance Goals.

For each plan year, the Committee shall select performance measures and shall establish performance goals for that plan year. Except as provided in Article 8 herein, the performance measures may be based on any combination of corporate, segment, group, subsidiary, divisional, and/or individual goals.

For each plan year, the Committee shall establish ranges of performance goals which will correspond to various levels of Award Opportunities. Each performance goal range shall include a level of performance at which one hundred percent (100%) of the Target Incentive Award shall be earned. In addition, each range shall include levels of performance above and below the one hundred percent (100%) performance level.

After the performance goals are established, the Committee will align the achievement of the performance goals with the Award Opportunities (as described in Article 6(b) herein), such that the level of achievement of the pre-established performance goals at the end of the plan year will determine the Final Awards. Except as

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provided in Article 8 herein, the Committee shall have the authority to exercise subjective discretion in the determination of Final Awards, and the authority to delegate the ability to exercise subjective discretion in this respect.

(b) Award Opportunities.

For each plan year, the Committee shall establish, in writing, Award Opportunities which correspond to various levels of achievement of the pre-established performance goals. The established Award Opportunities shall vary in relation to the job classification of each Participant.

(c) Adjustment of Performance Goals and Award Opportunities.

Once established, performance goals normally shall not be changed during the plan year. However, except as provided in Article 8 herein, if the Committee determines that external changes or other unanticipated business conditions have materially affected the fairness of the goals, then the Committee may approve appropriate adjustments to the performance goals (either up or down) during the plan year as such goals apply to the Award Opportunities of specified Participants. In addition, the Committee shall have the authority to reduce or eliminate the Final Award determinations, based upon any objective or subjective criteria it deems appropriate.

Notwithstanding any other provision of this Plan, in the event of any change in Corporate capitalization, such as a stock split, or a corporate transaction, such as any merger, consolidation, separation, including a spin-off, or other distribution of stock or property of the Company, any reorganization (whether or not such reorganization comes within the definition of such term in Code Section 368), or any partial or complete liquidation of the Company, an adjustment shall be made in the Award Opportunities and/or the performance measures or performance goals related to then-current performance periods, as may be determined to be appropriate and equitable by the Committee, in its sole discretion, to prevent dilution or enlargement of rights; provided, however, that subject to Article 8 herein, no such adjustment shall be made to a Qualified Performance-Based Award where such action would cause the award to no longer qualify for the exception for “qualified performance-based compensation” under Code Section 162(m).

(d) Final Award Determinations.

At the end of each plan year, Final Awards shall be computed for each Participant as determined by the Committee. Subject to the terms of Article 8 herein, Final Award amounts may vary above or below the Target Incentive Award, based on the level of achievement of the pre-established corporate, segment, group, divisional, and/or individual performance goals.

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(e) Award Limit.

The Committee may establish guidelines governing the maximum Final Awards that may be earned by Participants (either in the aggregate, by Employee class, or among individual Participants) in each plan year. The guidelines may be expressed as a percentage of goals or financial measures, or such other measures as the Committee shall from time to time determine; provided, however, that the maximum payout with respect to a Final Award payable to any one Participant in connection with performance in any one plan year shall be three million dollars ($3,000,000).

(f) Threshold Levels of Performance.

The Committee may establish minimum levels of performance goal achievement, below which no payouts of Final Awards shall be made to any Participant.

Article 7 – Payment of Awards

Each and every Final Award shall be payable in a lump sum no later than the March 15 following the end of the Plan year during which the award is earned, or as soon as administratively practicable thereafter in the event payment is delayed due to unforeseeable events.

Article 8 – Qualified Performance-Based Awards

(a) Applicability of Article 8.

The provisions of this Article 8 shall apply only to Qualified Performance-Based Awards. Qualified Performance-Based Awards include only those awards that are designated by the Committee as Qualified Performance-Based Awards. In the event of any inconsistencies between this Article 8 and the other Plan provisions as they pertain to Qualified Performance-Based Awards, the provisions of this Article 8 shall control.

(b) Establishment of Award Opportunities.

Except as provided for by the Committee at the time a Qualified Performance Based Award is made, Qualified Performance-Based Awards shall be established as a function of the Covered Employee’s base Salary. As specified by the Committee at the time the Qualified Performance-Based Award is made, base Salary for this purpose may be stated as a percentage of the base Salary of a Covered Employee at the time the performance measures are established, at the time the Final Award is paid or during the plan year. For each plan year, the Committee shall establish, in writing, various levels of Final Awards which will be paid with respect to specified levels of attainment of the pre-established performance goals.

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(c) Components of Award Opportunities.

Each Qualified Performance-Based Award shall be based on: (a) the Covered Employee’s Target Incentive Award; (b) the potential Final Awards corresponding to various levels of achievement of the pre-established performance goals, as established by the Committee; and (c) Company, segment, group, subsidiary or division performance in relation to the pre-established performance goals. Performance measures which may serve as determinants of Qualified Performance-Based Awards shall be limited to Cash Flow (Operating Cash Flow and Free Cash Flow), Cash Flow Return on Capital, Cash Flow Return on Assets, Cash Flow Return on Equity, Earnings Per Share (basic or diluted), Net Income, Operating Income, Return on Assets, Return on Capital, Return on Equity, Return on Invested Capital, Safety, Share Price, Total and Relative Shareholder Return and Economic Value Added. At the time the performance measures are established, the Committee, in a manner consistent with Code Section 162(m), may specify that such performance measures shall be adjusted to exclude any negative impact caused by research and development expenses, acquisition costs, operating expenses from acquired businesses or corporate transactions, changes in accounting principles and such other unusual, nonrecurring or extraordinary items specified by the Committee in its sole discretion. The Committee shall have the right through discretionary downward adjustments to exclude the positive impact of the aforementioned items and occurrences.

(d) No Adjustment of Performance Goals or Award Opportunities.

In the case of Qualified Performance-Based Awards, each Covered Employee’s Final Award shall be based exclusively on the Award Opportunity levels established by the Committee at the time the Qualified Performance-Based Award is made. In addition, performance goals shall not be changed following their establishment where such action would cause the award to no longer qualify for the exception for “qualified performance-based compensation” under Code Section 162(m), and no payout shall be made when the minimum performance goals are not met or exceeded. The Committee, however, shall have the discretion to decrease or eliminate the amount of the Final Award otherwise payable on account of a Qualified Performance-Based Award. Notwithstanding the above, in the event that changes in the tax law are made to Code Section 162(m) to permit greater flexibility with respect to any Qualified Performance-Based Award available under the Plan, the Committee, subject to Article 11, may make such adjustments it deems appropriate, provided that after such adjustment the award would continue to satisfy the requirement for “qualified performance-based compensation” under Code Section 162(m).

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Article 9 – Limitations

(a) No person shall at any time have any right to a payment hereunder for any fiscal year, and no person shall have authority to enter into an agreement for the making of an Award Opportunity or payment of a Final Award or to make any representation or guarantee with respect thereto.

(b) An employee receiving an Award Opportunity shall have no rights in respect of such Award Opportunity, except the right to receive payments, subject to the conditions herein, of such Award Opportunity, which right may not be assigned or transferred except by will or by the laws of descent and distribution.

(c) Neither the action of the Company in establishing the Plan, nor any action taken by the Committee under the Plan, nor any provision of the Plan shall be construed as giving to any person the right to be retained in the employ of the Company or any of its Subsidiary or Affiliated Companies.

Article 10 – Clawback Provisions

(a) For any Award Opportunity established under this Plan in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the U.S. federal securities laws as a result of fraud (a “Restatement”), the Company will have the right to recover from each current or former Participant who the Board reasonably determines knowingly engaged in the fraud (the “Subject Participant”) who earned a Final Award during the three-year period preceding the date on which the Board or the Company, as applicable, determines the Company is required to prepare the Restatement (the “Three-Year Period”) the amount of such Final Award in excess of what would have been earned by the current or former Subject Participant under the Restatement.

(b) In the event a Restatement is required, the Board, based upon a recommendation by the Committee, will (1) review each current and former Subject Participant’s Final Awards earned under this Plan during the Three-Year Period and (2) in accordance with Article 10 hereof, with respect to each current and former Subject Participant, will take reasonable action to seek recovery of the amount of such Final Awards in excess of what would have been earned by the current or former Subject Participant under the Restatement (but in no event more than the total amount of such Awards), as such excess amount is reasonably determined by the Board, in compliance with Section 409A of the Code. There shall be no duplication of recovery under Article 10 hereof and any of 15 U.S.C. Section 7243 (Section 304 of The Sarbanes-Oxley Act of 2002) and Section 10D of the Securities Exchange Act of 1934 (the “Exchange Act”).

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Article 11 – Amendment, Suspension, Termination, or Alteration of the Plan

The Board may, at any time or from time to time, amend, suspend, terminate or alter the Plan, in whole or in part, but it may not thereby affect adversely rights of Participants, their spouses, children, and personal representative(s) with respect to Final Awards previously made. Notwithstanding anything in this Plan to the contrary, the Board may make any amendment to Article 10 hereof that is deemed necessary or appropriate by the Company to ensure compliance with the Dodd-Frank Wall Street Reform and Consumer Protection Act or Section 10D of the Exchange Act, or any rules or regulations promulgated thereunder.

Article 12 – Commencement of Awards

The Company’s fiscal year ending December 31, 2015 shall be the first fiscal year with respect to which Award Opportunities may be made under the Plan.

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EX-10.10

Exhibit 10.10

FORM OF

BABCOCK & WILCOX ENTERPRISES, INC.

MANAGEMENT INCENTIVE COMPENSATION PLAN

Effective as of             , 2015

TABLE OF CONTENTS

	Page
ARTICLE 1 – PURPOSE		1
ARTICLE 2 – DEFINITIONS		1
ARTICLE 3 – UNFUNDED STATUS OF THE PLAN		2
ARTICLE 4 – ADMINISTRATION OF THE PLAN		2
ARTICLE 5 – ELIGIBILITY AND PARTICIPATION		2
ARTICLE 6 – AWARD DETERMINATION		3
ARTICLE 7 – PAYMENT OF AWARDS		4
ARTICLE 8 – LIMITATIONS		4
ARTICLE 9 – AMENDMENT, SUSPENSION, TERMINATION OR ALTERATION OF THE PLAN		5
ARTICLE 10 – COMMENCEMENT OF AWARDS		5

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ARTICLE 1 – PURPOSE

The Purpose of the Plan is to make provision for the payment of supplemental compensation to managerial and other key Employees who contribute materially to the success of the Company or one or more of its Subsidiary or Affiliated Companies, thereby affording them an incentive for and a means of participating in that success.

ARTICLE 2 – DEFINITIONS

For the purpose of the Plan, the following definitions shall be applicable:

(a) Affiliated Company. Any corporation, joint venture, or other legal entity in which Babcock & Wilcox Enterprises, Inc., directly or indirectly, through one or more Subsidiaries, owns less than fifty percent (50%) but at least twenty percent (20%) of its voting control.

(b) Award Opportunity. The various levels of incentive award payouts which a Participant may earn under the Plan, as established by the Committee or its designee pursuant to Sections 6(a) and 6(b) herein.

(c) Board. The Board of Directors of the Company.

(d) Committee. “Committee” means the Compensation Committee of the Board of Directors.

(e) Company. “Company” means Babcock & Wilcox Enterprises, Inc., a Delaware corporation (or any successor thereto) and its subsidiaries and affiliates.

(f) Designee. “Designee” means the Chief Human Resources Officer of the Company.

(g) Employee. Any person who is regularly employed by the Company or any of its Subsidiary or Affiliated Companies on a full-time salaried basis.

(h) Final Award. The actual award earned during a plan year by a Participant, as determined by the Committee or its Designee following the end of a plan year; provided the Participant is still an Employee when payment is to be made pursuant to Article 7 hereof.

(i) Participant. An Employee who has been selected to participate in the Plan in Accordance with Section 5(a) received an Award.

(j) Plan. Babcock & Wilcox Enterprises, Inc. Management Incentive Compensation Plan.

(k) Subsidiary. Any corporation, joint venture or other legal entity that the Company, directly or indirectly, owns more than fifty percent (50%) of its voting control.

(l) Target Incentive Award. The award to be paid to Participants when the Company meets “targeted” performance results, as established by the Committee or its Designee.

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ARTICLE 3 – UNFUNDED STATUS OF THE PLAN

(a) Each Final Award shall be paid from the general funds of the Participant’s employer. The entire expense of administering the Plan shall be borne by the Company.

(b) No special or separate funds shall be established, or other segregation of assets made to execute payment of Final Awards. No Employee, or other person, shall have, under any circumstances, any interest whatsoever, vested or contingent, in any particular property or asset of the Company or any Subsidiary or Affiliated Company by virtue of any Final Award.

ARTICLE 4 – ADMINISTRATION OF THE PLAN

Full power and authority to construe, interpret, and administer the Plan shall be vested in the Committee. A determination by the Committee in carrying out or administering the Plan shall be final and binding for all purposes and upon all interested persons, their heirs, and personal representative(s). Except as prohibited by applicable law, the Committee may delegate to a Designee its duties under this Plan pursuant to such conditions or limitations as the Committee may establish.

ARTICLE 5 – ELIGIBILITY AND PARTICIPATION

(a) All Employees are eligible for participation in the Plan. Actual participation in the Plan shall be determined by the Committee, or its Designee, based upon recommendations by the operating unit President with respect to Employees of the operating groups and the Chief Executive Officer of the Company or his designee with respect to corporate Employees.

(b) An Employee who becomes eligible after the beginning of a plan year may be permitted to participate in the Plan for that plan year. Such situations may include, but are not limited to (i) new hires, (ii) when an Employee is promoted from a position which did not meet the eligibility criteria, or (iii) when an Employee is transferred from an affiliate which does not participate in the Plan. Actual participation in the initial plan year of eligibility for any of the aforementioned Employees shall be determined by the Committee or its Designee, based upon recommendations by the operating group President with respect to Employees of the operating groups and the Chief Executive Officer of the Company with respect to corporate Employees.

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ARTICLE 6 – AWARD DETERMINATION

(a) For each plan year, the applicable business unit President with respect to its Employees and the Chief Executive Officer of the Company or his designee with respect to corporate Employees (“Responsible Person”) shall select performance measures and shall establish performance goals for that plan year. The performance measures may be based on any combination of corporate, segment, operating group, divisional and/or individual goals.

For each plan year, there shall be established ranges of performance goals which will correspond to various levels of Award Opportunities. Each performance goal range shall include a level of performance at which one hundred percent (100%) of the Target Incentive Award shall be earned. In addition, each range shall include levels of performance above and below the one hundred percent (100%) performance level.

After the performance goals are established, the Responsible Person will align the achievement of the performance goals with the Award Opportunities (as described in Article 6(b) herein), such that the level of achievement of the pre-established performance goals at the end of the plan year will determine the Final Awards. The Committee or its Designee shall have the authority to exercise subjective discretion in the determination of Final Awards, and the authority to delegate the ability to exercise subjective discretion in this respect.

(b) For each plan year, the Committee or its Designee(s) shall establish, in writing, Award Opportunities which correspond to various levels of achievement of the pre-established performance goals. The established Award Opportunities shall vary in relation to the job classification of each Participant.

(c) Once established, performance goals normally shall not be changed during the plan year. However, if the Committee or its Designee(s) determines that external changes or other unanticipated business conditions have materially affected the fairness of the goals, than it may approve appropriate adjustments to the performance goals (either up or down) during the plan year as such goals apply to the Award Opportunities of specified Participants. In addition, the Committee or its Designee(s) shall have the authority to reduce or eliminate the Final Award determinations, based upon any objective or subjective criteria it deems appropriate.

Notwithstanding any other provision of this Plan, in the event of any change in Corporate capitalization, such as a stock split, or a Corporate transaction, such as any merger, consolidation, separation, including a spin-off, or other distribution of stock or property of the Company, any reorganization (whether or not such reorganization comes within the definition of such term in Code Section 368), or any partial or complete liquidation of the Company, such adjustment shall be made in the Award Opportunities and/or the performance measures or performance goals related to then-current performance periods, as may be determined to be appropriate and equitable by the Committee, in its sole discretion, to prevent dilution or enlargement of rights.

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(d) At the end of each plan year, Final Awards shall be computed for each Participant as determined by the Responsible Person. Final Award amounts may vary above or below the Target Incentive Award, based on the level of achievement of the pre-established corporate, segment, group, divisional and/or individual performance goals.

(e) The Committee or its Designee may establish guidelines governing the maximum Final Awards that may be earned by Participants (either in the Aggregate, by Employee class, or among individual participants) in each plan year. The guidelines may be expressed as a percentage of goals or financial measures, or such other measures as the Committee or its Designee shall from time to time determine.

(f) The Committee or its Designee may establish minimum levels of performance goal achievement, below which no payouts of Final Awards shall be made to any Participant.

ARTICLE 7 – PAYMENT OF AWARDS

Each and every Final Award shall be payable in a lump sum as soon as administratively practicable following the determination that a Final Award is payable under the Plan, but in no event later than the March 15 following the end of the plan year during which the award is earned, or as soon as administratively possible thereafter in the event payment is delayed due to unforeseeable circumstances.

ARTICLE 8 – LIMITATIONS

(a) No person shall at any time have any right to a payment hereunder for any fiscal year, and no person shall have authority to enter into an agreement for the making of an Award Opportunity or payment of a Final Award or to make any representation or guarantee with respect thereto.

(b) An employee receiving an Award Opportunity shall have no rights in respect of such Award Opportunity, except the right to receive payments, subject to the conditions herein, or such Award Opportunity, which right may not be assigned or transferred except by will or by the laws of descent and distribution.

(c) Neither the action of the Company in establishing the Plan, nor any action taken by the Committee its Designee or any Responsible Person under the Plan, nor any provision of the Plan shall be construed as giving to any person the right to be retained in the employ of the Company or any of its Subsidiary or Affiliated Companies.

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ARTICLE 9 – AMENDMENT, SUSPENSION, TERMINATION OR ALTERATION OF THE PLAN

The Board may, at anytime or from time to time, amend, suspend, terminate or alter the Plan, in whole or in part, but it may not thereby affect adversely rights of Participants, their spouses, children, and personal representative(s) with respect to Final Awards previously made.

ARTICLE 10 – COMMENCEMENT OF AWARDS

The Company’s fiscal year ending December 31, 2015 shall be the first fiscal year with respect to which Awards may be made under the Plan.

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EX-10.11

Exhibit 10.11

Form of

Supplemental Executive Retirement Plan

of Babcock & Wilcox Enterprises, Inc.

Effective June 1, 2015

ARTICLE I

Purpose

1.1 Purpose of Plan. The purpose of this Supplemental Executive Retirement Plan of Babcock & Wilcox Enterprises, Inc. (the “Plan”) is to advance the interests of Babcock & Wilcox Enterprises, Inc., its subsidiaries and affiliates by providing certain deferred compensation opportunities for directors and officers as well as retirement benefits for officers that will attract and retain highly qualified directors and key employees accountable for the successful conduct of its business.

1.2 ERISA Status. The Plan is governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). It has been designed to qualify for certain exemptions under Title I of ERISA that apply to plans that are unfunded and maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees. The Plan is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and regulations and rulings issued thereunder, to the extent applicable.

1.3 Effective Date. The effective date of this Plan is June 1, 2015.

ARTICLE II

Definitions and Construction

Definitions. Where the following words and phrases appear in the Plan, they shall have the respective meanings set forth below, unless their context clearly indicates to the contrary.

2.1 Account. Collectively, means the Participant’s Company Account and the Participant’s Deferral Account.

2.2 Account Value. At any given time, the sum of all amounts credited to the Participant’s Account, adjusted for any income, gain or loss and any payments attributable to such account. The opening Account Value (and the opening value of the Company Account and Defferral Account described in Sections 5.1 and 5.2, respectively) on the Effective Date of a Participant who was a participant in the Predecessor Plan on the day before the Effective Date (a “Predecessor Plan Participant”) shall be equal to his account value in the Predecessor Plan determined as of the close of business on the last business day immediately preceding the Effective Date.

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2.3 Beneficiary. Each person designated by a Participant, on a form provided by the Company for this purpose, to receive the Participant’s distribution under Article VI in the event of the Participant’s death prior to receiving complete payment of his Account. In order to be effective under this Plan, any form designating a Beneficiary must be delivered to the Committee before the Participant’s death. In the absence of such an effective designation of a Beneficiary, “Beneficiary” means the Participant’s spouse, or if there is no spouse on the date of the Participant’s death, the Participant’s estate, or heirs at law if there is no administration of the Participant’s estate.

2.4 Board. The Board of Directors of The Babcock & Wilcox Company or the board of directors of a company that is a successor to the Company.

2.5 Bonus. Any bonus paid to a Participant under any plan, policy or program of the Company providing for the payment of annual bonuses to employees or any extraordinary payment paid to a Participant if such payment is designated by the Committee to be a Bonus for purposes of this Plan. Bonus shall not include any compensation under the 2010 Long-Term Incentive Plan of The Babcock & Wilcox Company and any successor plan thereto.

2.6 Cause. Cause means:

(a) the willful and continued failure of a Participant to perform substantially his duties with the Company (occasioned by reason other than physical or mental illness or disability) after a written demand for substantial performance is delivered to such Participant by the Committee or the Chief Executive Officer of the Company which specifically identifies the manner in which the Committee or the Chief Executive Officer believes that such Participant has not substantially performed his duties, after which such Participant shall have thirty (30) days to defend or remedy such failure to substantially perform his duties;

(b) the willful engaging by a Participant in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company; or

(c) the conviction of a Participant with no further possibility of appeal or, or plea of nolo contendere by such Participant to, any felony or crime of falsehood.

The cessation of employment of a Participant in connection with circumstances described in subparagraph (a) and (b) above shall not be deemed to be for “Cause” unless and until there shall have been delivered to such Participant a

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copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Committee at a meeting of such Committee called and held for such purpose (after reasonable notice is provided to the Participant and the Participant is given an opportunity to be heard before the Committee), finding that, in the good faith opinion of the Committee, the Participant is guilty of the conduct described in subparagraph (a) or (b) above, and specifying the particulars thereof in detail.

2.7 Change in Control. A Change in Control will be deemed to have occurred for purposes of this Plan on the occurrence of any of the following:

(a) 30% Ownership Change: Any Person, other than an ERISA-regulated pension plan established by the Company, makes an acquisition of Outstanding Voting Stock and is, immediately thereafter, the beneficial owner of 30% or more of the then Outstanding Voting Stock, unless such acquisition is made directly from the Company in a transaction approved by a majority of the Incumbent Directors; or any group is formed that is the beneficial owner of 30% or more of the Outstanding Voting Stock (other than a group formation for the purpose of making an acquisition directly from the Company and approved (prior to such group formation) by a majority of the Incumbent Directors); or

(b) Board Majority Change: Individuals who are Incumbent Directors cease for any reason to constitute a majority of the members of the Board; or

(c) Major Mergers and Acquisitions: Consummation of a Business Combination unless, immediately following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Voting Stock immediately before such Business Combination beneficially own, directly or indirectly, more than 51% of the then outstanding shares of voting stock of the parent corporation resulting from such Business Combination in substantially the same relative proportions as their ownership, immediately before such Business Combination, of the Outstanding Voting Stock, (ii) if the Business Combination involves the issuance or payment by the Company of consideration to another entity or its shareholders, the total fair market value of such consideration plus the principal amount of the consolidated long-term debt of the entity or business being acquired (in each case, determined as of the date of consummation of such Business Combination by a majority of the Incumbent Directors) does not exceed 50% of the sum of the fair market value of the Outstanding Voting Stock plus the principal amount of the Company’s consolidated long-term debt (in each case, determined immediately before such consummation by a majority of the Incumbent Directors), (iii) no Person (other than any corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of the then outstanding shares of voting stock of the parent corporation resulting from such Business Combination and (iv) a majority

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of the members of the board of directors of the parent corporation resulting from such Business Combination were Incumbent Directors of the Company immediately before consummation of such Business Combination; or

(d) Major Asset Dispositions: Consummation of a Major Asset Disposition unless, immediately following such Major Asset Disposition, (i) individuals and entities that were beneficial owners of the Outstanding Voting Stock immediately before such Major Asset Disposition beneficially own, directly or indirectly, more than 70% of the then outstanding shares of voting stock of the Company (if it continues to exist) and of the entity that acquires the largest portion of such assets (or the entity, if any, that owns a majority of the outstanding voting stock of such acquiring entity) and (ii) a majority of the members of the Board (if it continues to exist) and of the entity that acquires the largest portion of such assets (or the entity, if any, that owns a majority of the outstanding voting stock of such acquiring entity) were Incumbent Directors of the Company immediately before consummation of such Major Asset Disposition.

For purposes of this definition of “Change in Control”,

(1) “Person” means an individual, entity or group;

(2) “group” is used as it is defined for purposes of Section 13(d)(3) of the Exchange Act;

(3) “beneficial owner” is used as it is defined for purposes of Rule 13d-3 under the Exchange Act;

(4) “Outstanding Voting Stock” means outstanding voting securities of the Company entitled to vote generally in the election of directors; and any specified percentage or portion of the Outstanding Voting Stock (or of other voting stock) is determined based on the combined voting power of such securities;

(5) “Incumbent Director” means a director of the Company (x) who was a director of the Company on the effective date of this Agreement or (y) who becomes a director after such date and whose election, or nomination for election by the Company’s shareholders, was approved by a vote of a majority of the Incumbent Directors at the time of such election or nomination, except that any such director will not be deemed an Incumbent Director if his or her initial assumption of office occurs as a result of an actual or threatened election contest or other actual or threatened solicitation of proxies by or on behalf of a Person other than the Board;

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(6) “election contest” is used as it is defined for purposes of Rule 14a-11 under the Exchange Act;

(7) “Business Combination” means

(x) a merger or consolidation involving the Company or its stock or

(y) an acquisition by the Company, directly or through one or more subsidiaries, of another entity or its stock or assets;

(8) “parent corporation resulting from a Business Combination” means the Company if its stock is not acquired or converted in the Business Combination and otherwise means the entity which as a result of such Business Combination owns the Company or all or substantially all the Company’s assets either directly or through one or more subsidiaries; and

(9) “Major Asset Disposition” means the sale or other disposition in one transaction or a series of related transactions of 70% or more of the assets of the Company and its subsidiaries on a consolidated basis; and any specified percentage or portion of the assets of the Company will be based on fair market value, as determined by a majority of the Incumbent Directors.

However, in no event shall a Change in Control be deemed to have occurred under this Plan with respect to a Participant if the Participant is part of a purchasing group which consummates a transaction resulting in a Change in Control. A Participant shall be deemed “part of a purchasing group” for purposes of the preceding sentence if the Participant is an equity participant in the purchasing company or group (except for: (i) passive ownership of less than three percent (3%) of the stock of the purchasing company; or (ii) ownership of equity participation in the purchasing company or group which is otherwise not significant, as determined prior to the Change in Control by a majority of the non-employee continuing directors). In no event shall the spinoff of The Company by The Babcock & Wilcox Company constitute a Change in Control hereunder.

2.8 Code. The Internal Revenue Code of 1986, as amended.

2.9 Committee. The Compensation Committee of the Board, or such other administrative committee that is appointed by the Board to administer the Plan.

2.10 Company. Babcock & Wilcox Enterprises, Inc. and except where the context clearly indicates otherwise, shall include the Company’s subsidiaries and affiliates, as well as any successor to any such entities.

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2.11 Company Account. The notional account maintained by the Committee reflecting each Participant’s Company Contributions, together with any income, gain or loss and any payments attributable to such account.

2.12 Company Contribution. The total contributions credited to a Participant’s Company Account for each Plan Year pursuant to the provisions of Section 4.1 or 4.2.

2.13 Compensation. In the case of Participants who are Eligible Employees, the salary, wages and other cash remuneration received by a Participant during any Plan Year or in respect of employment with the Company, including any contributions made to a plan described in Sections 125, 132(f) or 401(k) of the Code pursuant to a salary reduction agreement entered into between a Participant and the Company and Bonuses, and amounts, if any, deferred by the Participant under this Plan or the Company’s Defined Contribution Restoration Plan, but excluding cash payments under any Long-Term Incentive Plan of the Company or The Babcock & Wilcox Company and any successor plan(s) thereto and other additional remuneration in any form. In the case of a Participant who is a Director and not an employee of the Company, the annual retainer and fees received by the Participant during any Plan Year.

2.14 Deemed Investments. With respect to any Account, the hypothetical investment options with respect to which such Account is deemed to be invested in for purposes of determining the value of such Account under this Plan, as selected from time to time by the Committee in its discretion.

2.15 Deferral Account. The notional account maintained by the Committee reflecting each Participant’s Deferral Contributions, together with any income, gain or loss and any payments attributable to such amount.

2.16 Deferral Contribution. The Compensation deferred by a Participant pursuant to Section 4.3 and credited to a Participant’s Deferral Account pursuant to Section 4.3.

2.17 Director. Any individual who is a member of the Board; provided, however, that any member of the Board who is employed by the Company shall be considered an Eligible Employee under the Plan and not a Director (except for purposes of Section 2.6).

2.18 Disabled. A Participant will be considered Disabled if the Committee determines in its sole discretion that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months.

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2.19 Eligible Employee. The Company’s CEO and any officers of the Company and its subsidiaries and affiliates.

2.20 ERISA. The Employee Retirement Income Security Act of 1974, as amended.

2.21 Exchange Act. The Securities Exchange Act of 1934, as amended.

2.22 Participant. An Eligible Employee who has been selected by the Committee as a Participant in the Plan or a Director until such Eligible Employee or Director ceases to be a Participant in accordance with Article III of the Plan.

2.23 Plan Year. The twelve-consecutive month period commencing January 1 of each year.

2.24 Predecessor Plan. The Babcock & Wilcox Company Supplemental Executive Retirement Plan, as amended and in effect on May 31, 2015.

2.25 Retirement. Retirement means, in the case of an employee of the Company, Separation from Service with the Company on or after the first day of the calendar month coincident with or following the Participant’s attainment of the age of 65.

2.26 Separation from Service. If the Participant is an employee of the Company, a Separation from Service occurs on the date such Participant dies, retires or otherwise has a termination of employment with the Company. A termination of employment occurs on the date after which the Participant and the Company reasonably anticipate that no further services will be performed by the Participant or that the level of bona fide services reasonably anticipated to be performed after such date will permanently decrease to 49% or less of the average level of bona fide services provided in the immediately preceding thirty-six months.

If the Participant is a Director who is not an employee of the Company, a Separation from Service occurs on the date such Participant ceases to be a Director, provided that as of such date the Participant and the Company reasonably anticipate that no further services will be performed by the Participant or that the level of bona fide services reasonably anticipated to be performed after such date will permanently decrease to 49% or less of the average level of bona fide services provided in the immediately preceding thirty-six months.

2.27 Specified Person. Specified Person shall have the meaning set forth in Code Section 409A(a)(2)(B)(i) and regulations and ruling promulgated thereunder.

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2.28 Unforeseeable Emergency. A severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s Beneficiary, or the Participant’s dependent (as defined in Section 409A of the Code); loss of the Participant’s property due to casualty; or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. Whether a Participant is faced with an Unforeseeable Emergency is to be determined by the Committee in its sole discretion, based on the relevant facts and circumstances of each case. In any case, a distribution on account of Unforeseeable Emergency may not exceed the amount necessary to relieve the emergency, plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent that the emergency may be relieved through reimbursement or compensation from insurance or otherwise, by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship, or by cessation of deferrals under the Plan.

2.29 Vested Account. The sum of the Participant’s vested Company Account and the Participant’s Deferral Account.

2.30 Vested Percentage. The percentage as to which a Participant is vested in his or her Company Account as determined under Sections 5.4 and 5.5.

2.31 Years of Participation. The sum of whole Plan Years of participation in the Plan as an active employee in continuous employment or as a Director in continuous service, excluding fractional years. With respect to Eligible Employees who became Participants as of June 1, 2015 and were participants in the Predecessor Plan on May 29, 2015, Years of Participation in the Plan shall be determined by including periods of participation in the Predecessor Plan as an active employee.

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ARTICLE III

Participation

The Committee, in its sole discretion, shall select and notify in writing those Eligible Employees of the Company who shall participate in the Plan or a portion thereof. An Eligible Employee who has been selected by the Committee as a Participant shall begin participation in the Plan effective on the date specified by the Committee. Each Director shall begin participation in the Plan on the Effective Date or the date he becomes a Director, whichever is later. Participation shall continue until (a) the Participant’s Separation from Service, or (b) if the Participant is an employee of the Company, the date the Committee notifies him that he is no longer eligible to participate in the Plan, if earlier. A Participant who ceases to participate in the Plan pursuant to Clause (b) of the preceding sentence shall be treated as if he had terminated employment with the Company but (i) his benefit, if any, payable upon Separation from Service shall not be payable until after his actual Separation from Service, and (ii) his Vested Account shall be adjusted as provided in Article V. An Eligible Employee who is rehired by the Company following his Separation from Service shall become a Participant only if such Eligible Employee is again selected to participate in the Plan by the Committee. A Director who again becomes a member of the Board following his Separation from Service shall automatically resume participation in the Plan on the first day of the following Plan Year.

ARTICLE IV

Contributions

4.1 Annual Company Contribution. As of the first day of each Plan Year, the Company shall declare a contribution percentage, which may be zero, for the Company Account of each Participant who is an Eligible Employee. The contribution percentage declared for a Participant may, but need not be, the same as the contribution percentage declared for other Participants. Company Contributions shall be credited as a bookkeeping entry as of the first day of the Plan Year or at other such times as determined by the Committee to each Participant’s Company Account, in an amount equal to the contribution percentage declared for the Participant multiplied by the Participant’s Compensation received during the prior Plan Year.

4.2 Discretionary Company Contribution. The Committee may in its sole discretion at any time make an extraordinary contribution to the Company Account of any Participant.

4.3 Participant Deferrals. For any Plan Year, the Committee may, in its sole discretion, allow a Participant to elect to defer the payment by the Company of any whole percentage (or dollar amount) of his annual base salary, retainers and fees that would otherwise be paid during such Plan Year and/or of any whole percentage (or dollar

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amount) of any Bonus earned during such Plan Year, and instead have such amounts credited as a bookkeeping entry to his Deferral Account. The Compensation otherwise payable to a Participant shall be reduced by the amount the Participant elected to have contributed to the Participant’s Deferral Account, which shall be a Deferral Contribution.

4.4 Participant Elections. Unless a different time is established by the Committee for a particular deferral election, prior to the first day of each Plan Year, each Participant shall file a written election with the Committee specifying (i) the type(s) and amount(s) of Compensation that he wishes to defer pursuant to Section 4.3, if Deferral Contributions are permitted by the Committee for the relevant Plan Year, (ii) the payment date or payment commencement date pertaining to the portion of his Vested Account that is attributable to contributions made in the relevant Plan Year, and (iii) the form of payment of the portion of his Vested Account that is attributable to contributions made in the relevant Plan Year. Such election with respect to any Plan Year must be filed with the Committee no later than the last day of the immediately preceding Plan Year; provided however, that an election made by a new Participant who is first eligible to participate in the Plan may be made no later than the 30^th day following the date on which he is initially eligible to participate in the Plan but only with respect to Compensation earned after the effective date of such election. If Deferral Contributions are permitted, (a) a Participant who is an Eligible Employee may elect to defer up to 50% of his annual salary and/or up to 100% of any Bonus earned in any Plan Year, and (b) a Director may elect to defer up to 100% of his annual retainer and fees earned in any Plan Year.

Except as set forth in Section 6.3, a Participant shall not be permitted to change his election with respect to the timing or form of payment and any election made hereunder shall not apply with respect to prior Plan Years. Failure to make a timely Deferral Contribution election will result in no Deferral Contributions for the relevant Plan Year. If a Participant fails to make a timely election specifying time and form of payment, payment of the portion of the Participant’s Vested Account that is attributable to contributions made in the relevant Plan Year shall be paid in accordance with Section 6.4.

Participant elections made with respect to the portion of a Participant’s Account attributable to contributions to the Predecessor Plan prior to the Effective Date shall continue in full force and effect.

4.5 Suspension of Deferral Contributions. Except as provided below, an election to make Deferral Contributions in a Plan Year shall be irrevocable on the last day of the immediately preceding Plan Year. To the extent expressly permitted under Code Section 409A and regulations and rulings issued thereunder, a Participant’s deferral election shall be suspended during any unpaid leave of absence granted in accordance with Company policies; provided, however that such deferral election shall become fully operative as of the first day of the payroll period commencing coincident with or next following the Participant’s return to active employment following termination of the approved unpaid leave in the Plan Year to which the Participant’s deferral pertains. In the event of an Unforeseeable Emergency, a Participant shall suspend deferrals in order to relieve the emergency, provided that the deferrals must be suspended for the entire

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remainder of the applicable Plan Year. In the event of a Disability, the Participant may suspend deferrals by the later of the end of the taxable year of the Company in which the Disability arises, or the 15^th of the third month following the date that the Disability arises.

ARTICLE V

Accounts

5.1 Company Accounts. The Committee shall establish and maintain an individual bookkeeping account for each Participant, which shall be the Participant’s Company Account. A separate “Company Sub Account” may be maintained for each Participant for each Plan Year in respect of which Company Contributions are credited under the Plan for the benefit of the Participant. The Committee shall credit the amount of each Company Contribution made on behalf of a Participant to such Participant’s Company Account pursuant to Section 4.1 and 4.2. The Committee shall further debit and/or credit the Participant’s Company Account with any income, gain or loss based upon the performance of the Deemed Investments selected by the participant and any payments attributable to such account on a daily basis, or at such other times as it shall determine appropriate. The sole purpose of the Participant’s Company Account is to record and reflect the Company’s Plan obligations related to Company Contributions to each Participant under the Plan. The Company shall not be required to segregate any of its assets with respect to Plan obligations nor shall any provision of the Plan be construed as constituting such segregation.

5.2 Deferral Accounts. The Committee shall establish and maintain an individual bookkeeping account for each Participant, which shall be the Participant’s Deferral Account. A separate “Deferral Sub Account” may be maintained for each Participant for each Plan Year in respect of which Deferral Contributions are credited under the Plan for the benefit of the Participant. The Committee shall credit the amount of each Deferral Contribution made on behalf of a Participant to such Participant’s Deferral Account as soon as administratively feasible following the applicable deferral. The Committee shall further debit and/or credit the Participant’s Deferral Account with any income, gain or loss based upon the performance of the Deemed Investments selected by the Participant and any payments attributable to such Account on a daily basis, or at such other times as it shall determine appropriate. The sole purpose of the Participant’s Deferral Account is to record and reflect the Company’s Plan obligations related to Deferral Contributions of each Participant under the Plan. The Company shall not be required to segregate any of its assets with respect to Plan obligations, nor shall any provision of the Plan be construed as constituting such segregation.

5.3 Hypothetical Accruals to the Account. In accordance with procedures established by the Committee and subject to this Section 5.3, each Participant may designate the Deemed Investments with respect to which his or her Account shall be deemed to be invested. If a Participant fails to make a proper designation, then his

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Account shall be deemed to be invested in the Deemed Investments designated by the Committee in its sole discretion. A Participant may change such designation with respect to future Company and Deferral Contributions, as well as amounts, already credited to his Account in accordance with procedures established by the Committee. A copy of any available prospectus or other disclosure materials for each of the Deemed Investments shall be made available to each Participant upon request. The Committee shall determine from time to time each of the Deemed Investments made available under the Plan and may change any such determinations at any time. Nothing herein shall obligate the Company to invest any part of its assets in any of the investment vehicles serving as the Deemed Investments.

5.4 Vesting of Company Account. A Participant’s vested percentage with respect to the Participant’s Company Account, adjusted by any income, gain or loss and any payments attributable thereto, shall be the lesser of i) twenty percent times the Participant’s Years of Participation, and ii) 100%. Except as provided in Section 5.5, upon Separation from Service or cessation of Plan participation, whichever is earlier, a Participant shall forfeit all amounts credited to his Account other than his Vested Account value determined as of the close of business coincident with or next following the date of such Separation from Service or cessation of Plan participation, as applicable, provided, however, that amounts not so forfeited shall continue to be debited and credited in accordance with Section 5.3 from and after Separation from Service.

5.5 Accelerated Vesting. The vesting provisions in Section 5.4 notwithstanding, each Participant shall have a Vested Percentage of 100% for his entire Account upon the soonest of the following to occur during the Participant’s employment with the Company: (i) the date of Separation from Service as a result of the Participant’s death or disability or termination by the Company for any reason other than Cause, (ii) the Participant’s Disability, (iii) the Participant’s Retirement (if the Participant is not a Director), (iv) the date a Change in Control occurs, or (v) under such other circumstances as the Committee may determine in its sole discretion. Each Participant who was a participant in the McDermott International, Inc. Supplemental Executive Retirement Plan (the “MII SERP”) on December 31, 2008 shall have a vested percentage of 100% with respect to amounts allocated to his Account that are attributable to amounts allocated to his MII SERP Account as of December 31, 2008 and future gains and losses thereon.

5.6 Vesting of Deferral Account. A Participant’s Vested Percentage with regard to his Deferral Account shall at all times be 100%.

5.7 Nature and Source of Payments. The obligation to make distributions under this Plan with respect to each Participant and any Beneficiary in accordance with the terms of this Plan shall constitute a liability of the entity within the Company which employed the Participant or for whom the Participant rendered services when the obligation was accrued, and no other entity shall have such obligation and any failure by a particular entity to live up to its obligation under this Plan shall have no effect on any other entity. All distributions payable hereunder shall be made from the general assets of

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the Company, and nothing herein shall be deemed to create a trust of any kind between the Company and any Participant or other person. No special or separate fund shall be established nor shall any other segregation of assets be made to assure that distributions will be made under this Plan. No Participant or Beneficiary shall have any interest in any particular asset of the Company by virtue of the existence of this Plan. Each Participant and Beneficiary shall, with respect to his rights and benefits under this Plan (including Accounts), be an unsecured general creditor of the Company.

5.8 Statements to Participants. Periodically as determined by the Committee, but not less frequently than annually, the Committee shall transmit to each Participant a written statement regarding the Participant’s Account for the period beginning on the date following the effective date of the preceding statement and ending on the effective date of the current statement.

ARTICLE VI

Payment of Benefits

6.1 Occasions for Distributions. The Company shall distribute a Participant’s Vested Account following the events and in the manner set forth in this Article VI. A Participant’s Vested Account shall be debited in the amount of any distribution made from the Account as of the date of the distribution. The occasions for distributions shall be (i) the Participant’s Separation From Service, including upon Retirement (if the Participant is not a Director) or death, (ii) Disability, (iii) the occurrence of an Unforeseeable Emergency, or (iv) the completion of fixed period of deferral.

6.2 Distribution Elections. A Participant shall elect the time and form of payment of his Vested Account in the manner set forth in Section 4.4. A Participant who fails to timely file a distribution election for a Plan Year shall be deemed to have elected to receive the portion of his Vested Account attributable to the relevant Plan Year in a single lump sum payment within 30 days after his Separation from Service, or on the first day of the seventh month following his Separation from Service if he is a Specified Person as of the date of the Separation from Service. If a Participant’s Vested Account is less than $50,000, it will be distributed in a single lump sum distribution irrespective of any election to the contrary.

6.3 Change of Former Timing of Payments. A Participant may make a subsequent election no later than twelve months prior to the date that he would be eligible to receive a distribution under the Plan, to change the timing and form of payment of the distribution; provided, however, that the payment, or first payment in the case of a series of payments, under the subsequent election shall be deferred to a date that is at least five (5) years after the date the Participant would have been eligible to receive, or begin receiving, the distribution under the prior election. To be effective, any such election must be in writing timely and received by the Committee, and cannot be effective for at least twelve months after the date on which the election is made. The requirement in this

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Section 6.3 that the first payment with respect to which any election thereunder applies must be deferred for at least five (5) years shall not apply to a payment on account of the Participant’s death, Disability or in the event of an Unforeseeable Emergency.

6.4 Distribution on Account of Separation from Service or Disability. Subject to Section 6.8, upon a Participant’s Disability or Separation from Service, the Company shall distribute, or begin distributing, to the Participant (or the Participant’s Beneficiary) the Participant’s Vested Account. Such distribution(s) shall be in the form specified on the distribution election form(s) filed with the Committee that covers the relevant Vested Account.

6.5 Continuation of Hypothetical Accruals to the Vested Account After Commencement of Distributions. If any Vested Account of a Participant is to be distributed in a form other than a lump sum, then such Vested Account shall continue to be adjusted for hypothetical income, gain or loss and any payment or distributions attributable to the Vested Account as described in Section 5.1, and 5.2, until the entire Vested Account has been distributed.

6.6 Unforeseeable Emergency Distribution. In the event that the Committee, upon the written request of a Participant, determines in its sole discretion that such Participant has incurred an Unforeseeable Emergency, as defined in Section 2.28, such Participant may be entitled to receive a distribution of part or all of the Participant’s Vested Account, in an amount not to exceed the lesser of (a) the amount determined by the Committee under Section 2.28, or (b) the value of such Participant’s Vested Account at the time of the emergency. Such amount shall be paid in a single lump sum payment as soon as administratively practicable after the Committee has made its determination with respect to the availability and amount of such distribution; provided, however, that the payment shall not be made after the later of the end of the taxable year of the Company in which the Unforeseeable Emergency arises or the 15^th day of the third month following the date of the occurrence of the Unforeseeable Emergency. If a Participant’s Account is deemed to be invested in more than one Deemed Investment, such distribution shall be made pro rata from each of such Deemed Investments. For purposes of the foregoing, such distribution shall be made from the Participant’s Account beginning with the oldest Account in the following order: First, such amount shall be debited from the Participant’s Deferral Account, and second, from the Participant’s Company Account (subject to forfeitures with respect to the non-vested portion of the Company Account utilized for such distribution).

6.7 Distribution on Account of Completion of a Fixed Deferral Period. At the time of a Participant’s election to participate in the Plan, the Participant may elect to receive the Distribution of a Participant’s Vested Account (established only in respect of the relevant Plan Year), or any applicable Vested Plan Year Company Sub-Account or Plan Year Deferral Sub-Account on the completion of a fixed deferral period elected by the Participant on forms provided by the Committee.

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6.8 Limitation on Distributions to Certain Key Employees. Notwithstanding any other provision of the Plan to the contrary, to the extent that a Participant is a Specified Person and the Participant’s distribution is on account of Separation from Service, distributions may not be made before the date which is six months after the date of the Separation from Service. Payments to which the Participant would otherwise be entitled during the six-month period described above shall be delayed and paid in a lump sum on the first day of the seventh month after the date of his Separation from Service.

ARTICLE VII

Committee

7.1 Authority. The Committee has full and absolute discretion in the exercise of each and every aspect of the rights, power, authority and duties retained or granted it under the Plan, including without limitation, the authority to determine all facts, to interpret this Plan, to apply the terms of this Plan to the facts determined, to make decisions based upon those facts and to make any and all other decisions required of it by this Plan, such as the right to benefits, the correct amount and form of benefits, the determination of any appeal, the review and correction of the actions of any prior administrative committee, and the other rights, powers, authority and duties specified in this Article and elsewhere in this Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in this Plan or any agreement or document related to this Plan in the manner and to the extent the Committee deems necessary or appropriate. Notwithstanding any provision of law, or any explicit ruling or implicit provision of this document, any action taken, or finding, interpretation, ruling or decision made by the Committee in the exercise of any of its rights, powers, authority or duties under this Plan shall be final and conclusive as to all parties, including without limitation all Participants, former Participants and beneficiaries, regardless of whether the Committee or one or more if its members may have an actual or potential conflict of interest with respect to the subject matter of the action, finding, interpretation, ruling or decision. No final action, finding, interpretation, ruling or decision of the Committee shall be subject to de novo review in any judicial proceeding. No final action, finding, interpretation, ruling or decision of the Committee may be set aside unless it is held to have been arbitrary and capricious by a final judgment of a court having jurisdiction with respect to the issue. To the extent Plan distributions are payable in a form other than a single lump sum (e.g., installments), the Committee shall determine the methodology for computing such payments.

7.2 Delegation of Authority. The Committee may delegate any of its powers or responsibilities to one or more members of the Committee or any other person or entity.

7.3 Procedures. The Committee may establish procedures to conduct its operations and to carry out its rights and duties under the Plan. Committee decisions may be made by majority action. The Committee may act by written consent.

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7.4 Compensation and Expenses. The members of the Committee shall serve without compensation for their services, but all expenses of the Committee and all other expense incurred in administering the Plan shall be paid by the Company.

7.5 Indemnification. The Company shall indemnify the members of the Committee and/or any of their delegates against the reasonable expenses, including attorney’s fees, actually and appropriately incurred by them in connection with the defense of any action, suit or proceeding, or in connection with any appeal thereto, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) and against all amounts paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in a suit of final adjudication that such Committee member is liable for fraud, deliberate dishonesty or willful misconduct in the performance of his duties; provided that within 60 days after the institution of any such action, suit or proceeding a Committee member has offered in writing to allow the Company, at its own expense, to handle and defend any such action, suit or proceeding.

ARTICLE VIII

Amendment and Termination

The Company retains the power to amend the Plan or to terminate the Plan at any time by action of the Board. No such amendment or termination shall adversely affect any Participant or Beneficiary with respect to his right to receive a benefit in accordance with Article VI, determined as of the later of the date that the Plan amendment or termination is adopted or the date such Plan amendment or termination is effective, unless the affected Participant or Beneficiary consents to such amendment or termination. No amendment or termination of this Plan shall be made in a manner that results in noncompliance with the requirements of Code Section 409A, to the extent applicable.

ARTICLE IX

Miscellaneous

9.1 Plan Does Not Confer Right to Be a Director or Employee. Nothing contained in this Plan shall be deemed to give any Participant the right to be retained in the employment or directorship of the Company, to interfere with the rights of the Company to discharge any Participant at any time or to interfere with a Participant’s right to terminate his employment or directorship at any time.

9.2 Nonalienation and Nonassignment. Except for debts owed the Company by a Participant or Beneficiary in accordance with Section 9.5, no amounts payable or to

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become payable under the Plan to a Participant or Beneficiary shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, whether voluntary, involuntary, by operation of law or otherwise, and any attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same by a Participant or Beneficiary prior to distribution as herein provided shall be null and void.

9.3 Tax Withholding. The Company shall have the right to deduct from any payments to a Participant or Beneficiary under the Plan any taxes required by law to be withheld with respect to such payments. In addition, the Company shall have the right to deduct from any Participant’s base salary or other compensation any applicable employment taxes or other required withholdings with respect to a Participant.

9.4 FICA Withholding/Employee Deferrals/Company Contributions. If the Participant is an employee of the Company, for each payroll period, the Company shall withhold from that portion of the Participant’s Compensation that is not being deferred under this Plan, the Participant’s share of FICA and other applicable taxes that are required to be withheld with respect to (i) Employee Deferrals, and (ii) Company Contributions as they vest and become subject to such FICA withholding. To the extent that there are insufficient funds to satisfy all applicable tax withholding requirements in a timely manner, the Company reserves the right to reduce the Participant’s Employee Deferrals, as required to provide available funds for applicable tax withholding requirements. To the extent there are still insufficient funds to satisfy all such applicable tax withholding requirements, the Participant shall timely remit cash funds to the Company sufficient to cover such withholding requirements.

9.5 Setoffs. As a condition to the receipt of any benefits hereunder, the Committee, in its sole discretion, may require a Participant or Beneficiary to first execute a written authorization, in the form established by the Committee, authorizing the Company to offset from the benefits otherwise due hereunder any and all amounts, debts or other obligations, incurred in the ordinary course of the service relationship, owed to the Company by the Participant. Where such written authorization has been so executed by a Participant, benefits hereunder shall be reduced accordingly. The Committee shall have full discretion to determine the application of such offset and the manner in which such offset will reduce benefits under the Plan; provided, however, that the amount offset in any one taxable year does not exceed $5,000 and the offset is taken at the same time and in the same amount as the debt otherwise would have been due from the Participant, but only at the time that an amount is otherwise payable to a Participant under the Plan.

9.6 Number and Gender. Wherever appropriate herein, words used in the singular shall be considered to include the plural and words used in the plural shall be considered to include the singular. The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender.

9.7 Headings. The headings of Articles and Sections herein are included solely for convenience, and if there is any conflict between such headings and the text of the Plan, the text shall control.

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9.8 Applicable Law. Except to the extent preempted by federal law, the terms and provisions of the Plan shall be construed in accordance with the laws of the State of Delaware, without regard to the application of any conflicts of law.

9.9 Successors. All obligations under the Plan shall be binding upon the Company and any successors and assigns, in accordance with its terms, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or other transaction, involving all or substantially all of the business and/or assets of the Company.

9.10 Claims Procedure. The Committee shall have sole discretionary authority with regard to the adjudication of any claims made under the Plan. All claims for benefits under the Plan shall be submitted in writing, shall be signed by the claimant and shall be considered filed on the date the claim is received by the Committee. In the event a claim is denied, in whole or in part, the claims procedures set forth below shall be applicable.

Upon the filing of a claim as above provided and in the event the claim is denied, in whole or in part, the Committee shall within ninety (90) days, (forty five (45) days for disability related claims,) provide the claimant with a written statement which shall be delivered or mailed to the claimant to his last known address, which statement shall contain the following:

(a) the specific reason or reasons for the denial of benefits;

(b) a specific reference to the pertinent provisions of the Plan upon which the denial is based;

(c) a description of any additional material or information necessary for the claimant to perfect his claim for benefits and an explanation of why such material and information is necessary; and

(d) an explanation of the review procedure provided below.

If special circumstances require additional time for processing the claim, the Committee shall advise the claimant prior to the end of the initial ninety (90) day or forty-five (45) day period, setting forth the reasons for the delay and the approximate date the Committee expects to render its decision. Any such extension shall not exceed ninety (90) days, or thirty (30) days for disability related claims.

Within ninety (90) days after receipt of the written notice of denial of a claim as provided above, a claimant or his authorized representative may request a review of the denial upon written application to the Committee, may review pertinent documents and may submit issues and comments in writing to the Committee. Within sixty (60) days (or forty-five days in the case of a disability related claim) after receipt of a written request

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for review, or within one hundred and twenty (120) days (or ninety days for disability related claims) in the event of special circumstances which require an extension of time for processing such application for review, the Committee shall notify the claimant of its decision by delivery or by Certified or Registered Mail to his last known address. The decision of the Committee shall be in writing and shall include the specific reasons for the decision and specific references to the pertinent provisions of the Plan on which such decision is based. The Committee shall advise the claimant prior to the end of the initial sixty (60) day or forty-five day period, as applicable, if additional time is needed to process such application for review. The decision of the Committee shall be final and conclusive.

9.11 Claims/Disputes. Any dispute or claim arising out of this Plan or the breach thereof, which is not settled under the Plan’s administrative claims procedure and which is pursued beyond such claims procedure, shall be brought in Federal District Court, in Harris County, Texas.

9.12 Conduct Injurious to the Company. Notwithstanding anything in the Plan to the contrary, any and all benefits otherwise payable to any Participant hereunder, except to the extent of any prior distributions under the Plan, shall be forever forfeited if it is determined by the Committee, in its sole discretion, that such Participant has engaged in conduct injurious to the Company, including but not limited to the following:

(a) dishonesty while in the employ of the Company or while serving as a Director;

(b) imparting, disclosing or appropriating proprietary information for himself or to or for any other person, firm, corporation, association or entity for any reason or purpose whatsoever, except if required by law or at the Company’s direction;

(c) performing any act or engaging in any course of conduct which has or may reasonably have the effect of demeaning the name or business reputation of the Company; or

(d) providing goods or services to or becoming an employee, owner, officer, agent, consultant, advisor or director of any firm or person in any geographic area which competes with the Company in any phase of any of the business lines or services offered by the Company as of the Participant’s Retirement Date or the date the Participant ceases to be a Director.

9.13 Compliance with Code Section 409A. The Plan is intended to meet the requirements of Section 409A of the Code in order to avoid any adverse tax consequences resulting from any failure to comply with Section 409A of the Code and, as a result, the Plan shall be operated in a manner consistent with such compliance. Except to the extent expressly set forth in the Plan, the Participant (and/or the Participant’s Beneficiary, as applicable) shall have no right to dictate the taxable year in which any payment hereunder that is subject to Section 409A of the Code should be paid.

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9.14 No Guarantee of Tax Consequences. None of the Board, officers or employees of the Company, the Company or any affiliate of the Company makes any commitment or guarantee that any federal, state or local tax treatment will apply or be available to any individual or person participating hereunder or eligible to participate hereunder.

9.15 Entire Agreement. This Plan document constitutes the entire Plan governing the Company and the Participant with respect to the subject matters hereof and supercedes all prior written and oral and all contemporaneous written and oral agreements and understandings, with respect to the subject matters hereof. This Plan may not be changed orally, but only by an amendment in writing signed by the Company, subject to the provisions in this Plan regarding amendments thereto.

IN WITNESS WHEREOF, the Company has caused this Plan to be executed by its duly authorized officer, effective as provided herein.

Babcock & Wilcox Enterprises, Inc.
By:
Title:	Chief Executive Officer
Date:

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EX-10.12

Exhibit 10.12

Form of

Babcock & Wilcox Enterprises, Inc.

Defined Contribution Restoration Plan

Effective June 1, 2015

ARTICLE I

Purpose

1.1 Purpose of Plan. The purpose of the Babcock & Wilcox Enterprises, Inc. Defined Contribution Restoration Plan (the “Plan”) is to restore the benefits provided to participants in the B&W Thrift Plan that are precluded by the application of Sections 401(a)(17) and 415(c) of the Internal Revenue Code of 1986, as amended.

1.2 ERISA Status. The Plan is governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). It has been designed to qualify for certain exemptions under Title I of ERISA that apply to plans that are unfunded and maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees. The Plan is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and regulations and rulings issued thereunder, to the extent applicable.

1.3 Effective Date. The Plan has been adopted on             ,     , 2015, and shall become effective on June 1, 2015 (the “Effective Date”).

ARTICLE II

Definitions and Construction

Definitions. Where the following words and phrases appear in the Plan, they shall have the respective meanings set forth below, unless their context clearly indicates to the contrary. Capitalized terms used in this Plan that are not defined below shall have the same meaning assigned to them in the Thrift Plan.

2.1 Account. Collectively, means the Participant’s Company Matching Account, Company Service Based Account and Deferral Account.

2.2 Account Value. At any given time, the sum of all amounts credited to the Participant’s Account, adjusted for any income, gain or loss and any payments attributable to such account. The opening Account Value on the Effective Date of a Participant who was a participant in the Predecessor Plan on the day before the Effective Date (a “Predecessor Plan Participant”) shall be equal to his account value in the Predecessor Plan determined as of the close of business on the last business day immediately preceding the Effective Date.

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2.3 Beneficiary. Each person designated by a Participant, on a form provided by the Company for this purpose, to receive the Participant’s distribution under Article VI in the event of the Participant’s death prior to receiving complete payment of his Account. In order to be effective under this Plan, any form designating a Beneficiary must be delivered to the Committee before the Participant’s death. In the absence of such an effective designation of a Beneficiary, “Beneficiary” means the Participant’s spouse, or if there is no spouse on the date of the Participant’s death, the Participant’s estate, or heirs at law if there is no administration of the Participant’s estate.

2.4 Board. The Board of Directors of Babcock & Wilcox Enterprises, Inc. or the board of directors of a company that is a successor to the Company.

2.5 Cause. Cause means:

(a) the willful and continued failure of a Participant to perform substantially his duties with the Company (occasioned by reason other than physical or mental illness or disability) after a written demand for substantial performance is delivered to such Participant by the Committee or the Chief Executive Officer of the Company which specifically identifies the manner in which the Committee or the Chief Executive Officer believes that such Participant has not substantially performed his duties, after which such Participant shall have thirty (30) days to defend or remedy such failure to substantially perform his duties;

(b) the willful engaging by a Participant in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company; or

(c) the conviction of a Participant with no further possibility of appeal, or plea of nolo contendere by such Participant to, any felony or crime of falsehood.

The cessation of employment of a Participant in connection with circumstances described in subparagraph (a) and (b) above shall not be deemed to be for “Cause” unless and until there shall have been delivered to such Participant a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Committee at a meeting of such Committee called and held for such purpose (after reasonable notice is provided to the Participant and the Participant is given an opportunity to be heard before the Committee), finding that, in the good faith opinion of the Committee, the Participant is guilty of the conduct described in subparagraph (a) or (b) above, and specifying the particulars thereof in detail.

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2.6 Change in Control. A Change in Control will be deemed to have occurred for purposes of this Plan on the occurrence of any of the following:

(a) 30% Ownership Change: Any Person, other than an ERISA-regulated pension plan established by the Company, makes an acquisition of Outstanding Voting Stock and is, immediately thereafter, the beneficial owner of 30% or more of the then Outstanding Voting Stock, unless such acquisition is made directly from the Company in a transaction approved by a majority of the Incumbent Directors; or any group is formed that is the beneficial owner of 30% or more of the Outstanding Voting Stock (other than a group formation for the purpose of making an acquisition directly from the Company and approved (prior to such group formation) by a majority of the Incumbent Directors); or

(b) Board Majority Change: Individuals who are Incumbent Directors cease for any reason to constitute a majority of the members of the Board; or

(c) Major Mergers and Acquisitions: Consummation of a Business Combination unless, immediately following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Voting Stock immediately before such Business Combination beneficially own, directly or indirectly, more than 51% of the then outstanding shares of voting stock of the parent corporation resulting from such Business Combination in substantially the same relative proportions as their ownership, immediately before such Business Combination, of the Outstanding Voting Stock, (ii) if the Business Combination involves the issuance or payment by the Company of consideration to another entity or its shareholders, the total fair market value of such consideration plus the principal amount of the consolidated long-term debt of the entity or business being acquired (in each case, determined as of the date of consummation of such Business Combination by a majority of the Incumbent Directors) does not exceed 50% of the sum of the fair market value of the Outstanding Voting Stock plus the principal amount of the Company’s consolidated long-term debt (in each case, determined immediately before such consummation by a majority of the Incumbent Directors), (iii) no Person (other than any corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of the then outstanding shares of voting stock of the parent corporation resulting from such Business Combination and (iv) a majority of the members of the board of directors of the parent corporation resulting from such Business Combination were Incumbent Directors of the Company immediately before consummation of such Business Combination; or

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(d) Major Asset Dispositions: Consummation of a Major Asset Disposition unless, immediately following such Major Asset Disposition, (i) individuals and entities that were beneficial owners of the Outstanding Voting Stock immediately before such Major Asset Disposition beneficially own, directly or indirectly, more than 70% of the then outstanding shares of voting stock of the Company (if it continues to exist) and of the entity that acquires the largest portion of such assets (or the entity, if any, that owns a majority of the outstanding voting stock of such acquiring entity) and (ii) a majority of the members of the Board (if it continues to exist) and of the entity that acquires the largest portion of such assets (or the entity, if any, that owns a majority of the outstanding voting stock of such acquiring entity) were Incumbent Directors of the Company immediately before consummation of such Major Asset Disposition.

For purposes of this definition of “Change in Control”,

(1) “Person” means an individual, entity or group;

(2) “group” is used as it is defined for purposes of Section 13(d)(3) of the Exchange Act;

(3) “beneficial owner” is used as it is defined for purposes of Rule 13d-3 under the Exchange Act;

(4) “Outstanding Voting Stock” means outstanding voting securities of the Company entitled to vote generally in the election of directors; and any specified percentage or portion of the Outstanding Voting Stock (or of other voting stock) is determined based on the combined voting power of such securities;

(5) “Incumbent Director” means a director of the Company (x) who was a director of the Company on the effective date of this Agreement or (y) who becomes a director after such date and whose election, or nomination for election by the Company’s shareholders, was approved by a vote of a majority of the Incumbent Directors at the time of such election or nomination, except that any such director will not be deemed an Incumbent Director if his initial assumption of office occurs as a result of an actual or threatened election contest or other actual or threatened solicitation of proxies by or on behalf of a Person other than the Board;

(6) “election contest” is used as it is defined for purposes of Rule 14a-11 under the Exchange Act;

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(7) “Business Combination” means

(x) a merger or consolidation involving the Company or its stock or

(y) an acquisition by the Company, directly or through one or more subsidiaries, of another entity or its stock or assets;

(8) “parent corporation resulting from a Business Combination” means the Company if its stock is not acquired or converted in the Business Combination and otherwise means the entity which as a result of such Business Combination owns the Company or all or substantially all the Company’s assets either directly or through one or more subsidiaries; and

(9) “Major Asset Disposition” means the sale or other disposition in one transaction or a series of related transactions of 70% or more of the assets of the Company and its subsidiaries on a consolidated basis; and any specified percentage or portion of the assets of the Company will be based on fair market value, as determined by a majority of the Incumbent Directors.

However, in no event shall a Change in Control be deemed to have occurred under this Plan with respect to a Participant if the Participant is part of a purchasing group which consummates a transaction resulting in a Change in Control. A Participant shall be deemed “part of a purchasing group” for purposes of the preceding sentence if the Participant is an equity participant in the purchasing company or group (except for: (i) passive ownership of less than three percent (3%) of the stock of the purchasing company; or (ii) ownership of equity participation in the purchasing company or group which is otherwise not significant, as determined prior to the Change in Control by a majority of the non-employee continuing directors). In no event shall the spinoff of the Company by The Babcock & Wilcox Company constitute a Change in Control hereunder.

2.7 Code. The Internal Revenue Code of 1986, as amended.

2.8 Committee. The Compensation Committee of the Board, or such other administrative committee that is appointed by the Board to administer the Plan.

2.9 Company. Babcock & Wilcox Enterprises, Inc. and except where the context clearly indicates otherwise, shall include the Company’s subsidiaries and affiliates, as well as any successor to any such entities.

2.10 Company Matching Account. The notional account maintained under the Plan reflecting each Participant’s Company Matching Contributions, together with any income, gain or loss and any payments attributable to such account.

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2.11 Company Matching Contribution. The total contributions credited to a Participant’s Company Matching Account for each Plan Year pursuant to the provisions of Section 4.3.

2.12 Company Service Based Account. The notional account maintained under the Plan reflecting each Participant’s Company Service Based Contributions, together with any income, gain or loss and any payments attributable to such account.

2.13 Company Service Based Contribution. The total contributions credited to a Participant’s Company Service Based Account for each Plan Year pursuant to the provisions of Section 4.1.

2.14 Compensation. The excess of (a) over (b), where

(a) equals the salary, wages and other cash remuneration received by a Participant during any Plan Year in respect of employment with the Company, including any contributions made to a plan described in Sections 125, 132(f) or 401(k) of the Code pursuant to a salary reduction agreement entered into between a Participant and the Company and amounts, if any, deferred by the Participant under this Plan and the Supplemental Executive Retirement Plan of The Babcock & Wilcox Company, overtime pay, incentive pay based on units of production, commissions and expatriate pay, but excluding bonuses, other special or supplemental compensation, severance pay, Company contributions to, and any withdrawals or distributions from this or any other plan of deferred compensation, amounts for or in lieu of reimbursement for expenses and other additional remuneration in any form; and

(b) equals the Basic Compensation (as defined in the Thrift Plan) received by such Participant during that Plan Year, but including amounts, if any, deferred by the Participant under this Plan and the Supplemental Executive Retirement Plan of the Company to the extent such deferral causes the Participant’s Basic Compensation to be below the applicable Code Section 401(a)(17) limit.

2.15 Deemed Investments. With respect to any Account, the hypothetical investment options with respect to which such Account is deemed to be invested in for purposes of determining the value of such Account under this Plan, as selected from time to time by the Committee in its discretion.

2.16 Deferral Account. The notional account maintained by the Committee reflecting each Participant’s Deferral Contributions, together with any income, gain or loss and any payments attributable to such amount.

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2.17 Deferral Contribution. The Compensation deferred by a Participant and credited to his Deferral Account pursuant to Section 4.2.

2.18 Disabled. A Participant will be considered Disabled if the Committee determines in its sole discretion that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months.

2.19 Eligible Employee. An “eligible employee” as defined in the Thrift Plan whose Basic Compensation in a Plan Year exceeds the applicable Code Section 401(a)(17) compensation limit, or would exceed such limit but for elective deferrals made under this Plan or the Supplemental Executive Retirement Plan of the Company.

2.20 ERISA. The Employee Retirement Income Security Act of 1974, as amended.

2.21 Exchange Act. The Securities Exchange Act of 1934, as amended.

2.22 Participant. An Eligible Employee who has become a participant in the Plan in accordance with Article III and for whom an Account is maintained.

2.23 Period of Service. A Participant’s Period of Service that is taken into account for purposes of determining his vested account balance under the Thrift Plan.

2.24 Plan Year. The twelve-consecutive month period commencing on January 1 of each calendar year.

2.25 Predecessor Plan. The Babcock & Wilcox Company Defined Contribution Restoration Plan, as amended and in effect on May 31, 2015.

2.26 Retirement. Retirement means, in the case of an employee of the Company, Separation from Service with the Company on or after the first day of the calendar month coincident with or following the Participant’s attainment of the age of 65.

2.27 Separation from Service. A Separation from Service occurs on the date a Participant dies, retires or otherwise has a termination of employment with the Company. A termination of employment occurs on the date after which the Participant and the Company reasonably anticipate that no further services will be performed by the Participant or that the level of

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bona fide services reasonably anticipated to be performed after such date will permanently decrease to 49% or less of the average level of bona fide services provided in the immediately preceding thirty-six months.

2.28 Thrift Plan. The B&W Thrift Plan, as it may be amended from time to time and any successor plan thereto.

2.29 Unforeseeable Emergency. A severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s Beneficiary, or the Participant’s dependent (as defined in Section 409A of the Code); loss of the Participant’s property due to casualty; or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. Whether a Participant is faced with an Unforeseeable Emergency is to be determined by the Committee in its sole discretion, based on the relevant facts and circumstances of each case. In any case, a distribution on account of Unforeseeable Emergency may not exceed the amount necessary to relieve the emergency, plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent that the emergency may be relieved through reimbursement or compensation from insurance or otherwise, by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship, or by cessation of deferrals under the Plan.

2.30 Vested Account. The aggregate of the Participant’s vested Company Matching Account, Company Service Based Account and Deferral Account, determined in accordance Sections 5.3 and 5.4.

2.31 Years of Service. The number of a Participant’s Years of Service taken into account for purposes of determining the amount of his Service-Based Contribution under the Thrift Plan.

ARTICLE III

Participation

3.1 Current Employees.

(a) Service-Based Contribution Participants. Each Eligible Employee who is a Service-Based Contribution Participant in the Thrift Plan and is employed by the Company on the Effective Date shall become a Participant on the Effective Date.

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(b) Other Thrift Plan Participants. Each other Eligible Employee who is employed by the Company on the Effective Date shall become a Participant as of the Effective Date or the first day of any subsequent Plan Year by electing to make Deferral Contributions in accordance with Section 4.4.

3.2 Newly Eligible Employees.

(a) Service-Based Contribution Participants. Each Eligible Employee who is hired or rehired by the Company after the Effective Date and is a Service-Based Contribution Participant in the Thrift Plan shall become a Participant on his date of hire or rehire, as applicable.

(b) Other Thrift Plan Participants. Each other Eligible Employee who is hired or rehired by the Company after the Effective Date shall become a Participant by electing to make Deferral Contributions in accordance with Section 4.4. within the 30 day period beginning on his date of hire or rehire, effective as of such election date, or as of the first day of any subsequent Plan Year by electing to make Deferral Contributions in accordance with Section 4.4.

(c) Mid-Year Compensation Increases. Each other Employee who becomes an Eligible Employee during a Plan Year due to an increase in pay shall become a Participant on the first day of the following Plan Year or any subsequent Plan Year by electing to make Deferral Contributions in accordance with Section 4.4.

ARTICLE IV

Contributions

4.1 Company Service Based Contribution. Each Participant who is a Service-Based Contribution Participant in the Thrift Plan shall be credited with a Company Service Based Contribution each payroll period equal to the percentage of his Compensation determined in accordance with the following table:

Years of Service	Contribution Percentage
Up to 5		3	%
5 up to 10		4	%
10 up to 15		5	%
15 up to 20		6	%
20 up to 25		7	%
25 or more		8	%

In addition, each such Participant who is precluded from receiving the full amount of Service-Based Contributions otherwise provided under the Thrift Plan in a Plan Year by the application of Code Section 415(c) shall be credited with a Company

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Service Based Contribution for such Plan Year equal to the excess of the amount of Service-Based Contributions that would have been made to the Participant’s Thrift Plan account without the application of Code Section 415(c) for the Plan Year over the amount of Service-Based Contributions actually made to such Participant’s Thrift Plan account for the Plan Year. Company Service Based Contributions shall be credited as a bookkeeping entry to such Participant’s Company Service Based Account.

4.2 Participant Deferrals. For any Plan Year, a Participant who has elected to make Elective Deferral Contributions and/or Employee Contributions under the Thrift Plan may elect to defer the payment by the Company of a portion of his annual Compensation otherwise to be paid during such Plan Year and instead have such amounts credited as a bookkeeping entry to his Deferral Account. The Compensation otherwise payable to a Participant shall be reduced by the amount the Participant elected to have contributed to his Deferral Account, which shall be a Deferral Contribution. The amount of such Deferral Contribution in a Plan Year shall be equal to the Participant’s Compensation multiplied by the percentage of his Thrift Plan Elective Deferral Contribution election and/or Employee Contribution election(s) as in effect on the date he files his written deferral election in accordance with Section 4.4.

In addition, each such Participant whose actual Elective Deferral Contributions and/or Employee Contributions elected under the Thrift Plan in a Plan Year are limited by the application of Code Section 415(c) may elect to defer the payment by the Company of the portion of his Basic Compensation for such Plan Year equal to the excess of the amount of Elective Deferral Contributions and/or Employee Contributions that would have been made to the Participant’s Thrift Plan account without the application of Code Section 415(c) for the Plan Year over the amount of Elective Deferral Contributions and/or Employee Contributions actually made to such Participant’s Thrift Plan account for the Plan Year. Any such Deferral Contributions shall be credited as a bookkeeping entry to such Participant’s Deferral Account.

4.3 Company Matching Contributions. For any Plan Year, a Participant who has elected to make Deferral Contributions in accordance with Section 4.2 shall be credited with a Company Matching Contribution equal to 50% of such Deferral Contribution, up to a maximum Company Matching Contribution of 3% of Compensation.

In addition, each such Participant who is precluded from receiving the full amount of Employer Matching Contributions otherwise provided under the Thrift Plan in a Plan Year by the application of Code Section 415(c) shall be credited with a Company Matching Contribution for such Plan Year equal to the excess of the amount of Employer Matching Contributions that would have been made to the Participant’s Thrift Plan account without the application of Code Section 415(c) for the Plan Year over the amount of Employer Matching Contributions actually made to such Participant’s Thrift Plan account for the Plan Year. Company Matching Contributions shall be credited as a bookkeeping entry to such Participant’s Company Matching Account.

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4.4 Participant Elections. Unless a different time is established by the Committee for a particular deferral election, prior to the first day of each Plan Year, each Participant shall file a written election with the Committee specifying (i) whether and in what amount Deferral Contributions will be made in the relevant Plan Year, (ii) the payment date or payment commencement date pertaining to the portion of his Vested Account that is attributable to contributions made in the relevant Plan Year, for each distribution event described in Section 6.1 and (iii) the form of payment of the portion of his Vested Account that is attributable to contributions made in the relevant Plan Year for each distribution event described in Section 6.1. Such election with respect to any Plan Year must be filed with the Committee no later than the last day of the immediately preceding Plan Year; provided however, that an election made by a new Participant who is first eligible to participate in the Plan may be made no later than the 30^th day following the date on which he is initially eligible to participate in the Plan but only with respect to Compensation earned after the effective date of such election.

Except as set forth in Section 6.3, a Participant shall not be permitted to change his election with respect to the timing or form of payment and any election made hereunder shall not apply with respect to prior Plan Years. Failure to make a timely Deferral Contribution election will result in no Deferral Contributions for the relevant Plan Year. If a Participant fails to make a timely election specifying time and form of payment, payment of the portion of the Participant’s Vested Account that is attributable to contributions made in the relevant Plan Year shall be paid in accordance with Section 6.4.

4.5 Suspension of Deferral Contributions. Except as provided below, an election to make Deferral Contributions in a Plan Year shall be irrevocable on the last day of the immediately preceding Plan Year. To the extent expressly permitted under Code Section 409A and regulations and rulings issued thereunder, a Participant’s deferral election shall be suspended during any unpaid leave of absence granted in accordance with Company policies; provided, however that such deferral election shall become fully operative as of the first day of the payroll period commencing on or next following the Participant’s return to active employment following termination of the approved unpaid leave in the Plan Year to which the Participant’s deferral pertains. In the event of an Unforeseeable Emergency, a Participant shall suspend deferrals in order to relieve the emergency, provided that the deferrals must be suspended for the entire remainder of the applicable Plan Year. In the event of a Disability, the Participant may suspend deferrals by the later of the end of the taxable year of the Company in which the Disability arises, or the 15^th of the third month following the date that the Disability arises.

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ARTICLE V

Accounts

5.1 Plan Accounts. The Committee shall establish and maintain an individual bookkeeping account for each Participant, which shall be the Participant’s Account. A separate “Sub Account” may be maintained for each Participant for each Plan Year in respect of which contributions are credited under the Plan for the benefit of the Participant. The Committee shall credit the amount of each Deferral Contribution, Company Matching Contribution and/or Company Service Based Contribution made on behalf of a Participant to such Participant’s Account as soon as administratively feasible following the applicable payroll period. The Committee shall further debit and/or credit the Participant’s Account with any income, gain or loss based upon the performance of the Deemed Investments selected by the Participant and any payments attributable to such Account on a daily basis, or at such other times as it shall determine appropriate. The sole purpose of the Participant’s Account is to record and reflect the Company’s Plan obligations related to the Deferral Contributions, Company Matching Contributions and/or Company Service Based Contributions of each Participant under the Plan. The Company shall not be required to segregate any of its assets with respect to Plan obligations, nor shall any provision of the Plan be construed as constituting such segregation.

5.2 Hypothetical Accruals to the Account. In accordance with procedures established by the Committee and subject to this Section 5.2, each Participant may designate the Deemed Investments with respect to which his Account shall be deemed to be invested. If a Participant fails to make a proper designation, then his Account shall be deemed to be invested in the Deemed Investments designated by the Committee in its sole discretion. A Participant may change such designation with respect to future contributions, as well as amounts, already credited to his Account in accordance with procedures established by the Committee. A copy of any available prospectus or other disclosure materials for each of the Deemed Investments shall be made available to each Participant. The Committee shall determine from time to time each of the Deemed Investments available under the Plan and may change any such determinations at any time. Nothing herein shall obligate the Company to invest any part of its assets in any of the investment vehicles serving as the Deemed Investments.

5.3 Vesting of Account. A Participant shall have a 100% vested interest in the value of his Deferral Contribution Account at all times. A Participant shall have a 100% vested interest in the value of his Company Matching Account and Company Service Based Account upon completion of a three (3) year Period of Service. Except as provided in Section 5.4, upon Separation from Service a Participant shall forfeit all amounts credited to his Account other than his Vested Account value determined as of the close of business on the date of such Separation from Service, provided, however, that amounts not so forfeited shall continue to be debited and credited in accordance with Section 5.2 from and after Separation from Service.

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5.4 Accelerated Vesting. The vesting provisions in Section 5.3 notwithstanding, each Participant shall have a 100% vested interest in his entire Account upon the soonest of the following to occur during the Participant’s employment with the Company: (i) the date of Separation from Service as a result of the Participant’s death or disability or termination by the Company for any reason other than Cause, (ii) the Participant’s Disability, (iii) the Participant’s Retirement, (iv) the date a Change in Control occurs, or (v) under such other circumstances as the Committee may determine in its sole discretion.

5.5 Nature and Source of Payments. The obligation to make distributions under this Plan with respect to each Participant and any Beneficiary in accordance with the terms of this Plan shall constitute a liability of the entity within the Company which employed the Participant or for whom the Participant rendered services when the obligation was accrued, and no other entity shall have such obligation and any failure by a particular entity to live up to its obligation under this Plan shall have no effect on any other entity. All distributions payable hereunder shall be made from the general assets of the Company, and nothing herein shall be deemed to create a trust of any kind between the Company and any Participant or other person. No special or separate fund shall be established nor shall any other segregation of assets be made to assure that distributions will be made under this Plan. No Participant or Beneficiary shall have any interest in any particular asset of the Company by virtue of the existence of this Plan. Each Participant and Beneficiary shall, with respect to his rights and benefits under this Plan (including Accounts), be an unsecured general creditor of the Company.

5.6 Statements to Participants. Periodically as determined by the Committee, but not less frequently than annually, the Committee shall transmit to each Participant a written statement regarding the Participant’s Account for the period beginning on the date following the effective date of the preceding statement and ending on the effective date of the current statement.

ARTICLE VI

Payment of Benefits

6.1 Distribution Events. The Company shall distribute, or begin distributing a Participant’s Vested Account following the first to occur of the events and in the manner set forth in this Article VI. A Participant’s Vested Account shall be debited in the amount of any distribution made from the Account as of the date of the distribution. The distribution events shall be (i) the Participant’s Separation from Service, including upon Retirement or death, (ii) Disability, (iii) the occurrence of an Unforeseeable Emergency, or (iv) the completion of any specified period of deferral.

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6.2 Distribution Elections. A Participant shall elect the time and form of payment of his Vested Account in the manner set forth in Section 4.4. A Participant who fails to timely file a distribution election for a Plan Year shall be deemed to have elected to receive the portion of his Vested Account attributable to the relevant Plan Year in a single lump sum payment on the earliest to occur of (i) the first day of the seventh month following his Separation from Service, (ii) death, or (iii) Disability If a Participant’s Vested Account is less than $50,000, or if distribution is on account of Disability or death, the Vested Account will be distributed in a single lump sum distribution irrespective of any election to the contrary. In no event shall a distribution to a Participant on account of Separation from Service commence prior to the first day of the seventh month following Separation from Service.

6.3 Change of Former Timing of Payments. A Participant may make a subsequent election no later than twelve months prior to the date that he would be eligible to receive a distribution under the Plan, to change the timing and form of payment of the distribution; provided, however, that the payment, or first payment in the case of a series of payments, under the subsequent election shall be deferred to a date that is at least five (5) years after the date the Participant would have been eligible to receive, or begin receiving, the distribution under the prior election. To be effective, any such election must be in writing timely and received by the Committee, and cannot be effective for at least twelve months after the date on which the election is made. The requirement in this Section 6.3 that the first payment with respect to which any election thereunder applies must be deferred for at least five (5) years shall not apply to a payment on account of the Participant’s death, Disability or in the event of an Unforeseeable Emergency.

6.4 Continuation of Hypothetical Accruals to the Vested Account After Commencement of Distributions. If any Vested Account of a Participant is to be distributed in a form other than a lump sum, then such Vested Account shall continue to be adjusted for hypothetical income, gain or loss and any payment or distributions attributable to the Vested Account as described in Section 5.1, and 5.2, until the entire Vested Account has been distributed.

6.5 Unforeseeable Emergency Distribution. In the event that the Committee, upon the written request of a Participant, determines in its sole discretion that such Participant has incurred an Unforeseeable Emergency, as defined in Section 2.29, such Participant may be entitled to receive a distribution of part or all of the Participant’s Vested Account, in an amount not to exceed the lesser of (a) the amount determined by the Committee under Section 2.29, or (b) the value of such Participant’s Vested Account at the time of the emergency. Such amount shall be paid in a single lump sum payment as soon as administratively practicable after the Committee has made its determination with respect to the availability and amount of such distribution; provided, however, that the payment shall not be made after the later of the end of the taxable year of the Company in which the Unforeseeable Emergency arises or the 15^th day of the third month following the date of the occurrence of the Unforeseeable Emergency. If a Participant’s Account is deemed to be invested in more than one Deemed Investment, such distribution

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shall be made pro rata from each of such Deemed Investments. For purposes of the foregoing, such distribution shall be made from the Participant’s Account beginning with the oldest Account in the following order: First, such amount shall be debited from the Participant’s Deferral Account, second, from the Participant’s Company Matching Account and third from the Participant’s Company Service Based Account (subject to forfeitures with respect to the non-vested portion of the Company Matching Account and/or Company Service Based Account utilized for such distribution).

ARTICLE VII

Committee

7.1 Authority. The Committee has full and absolute discretion in the exercise of each and every aspect of the rights, power, authority and duties retained or granted it under the Plan, including without limitation, the authority to determine all facts, to interpret this Plan, to apply the terms of this Plan to the facts determined, to make decisions based upon those facts and to make any and all other decisions required of it by this Plan, such as the right to benefits, the correct amount and form of benefits, the determination of any appeal, the review and correction of the actions of any prior administrative committee, and the other rights, powers, authority and duties specified in this Article and elsewhere in this Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in this Plan or any agreement or document related to this Plan in the manner and to the extent the Committee deems necessary or appropriate. Notwithstanding any provision of law, or any explicit ruling or implicit provision of this document, any action taken, or finding, interpretation, ruling or decision made by the Committee in the exercise of any of its rights, powers, authority or duties under this Plan shall be final and conclusive as to all parties, including without limitation all Participants, former Participants and beneficiaries, regardless of whether the Committee or one or more if its members may have an actual or potential conflict of interest with respect to the subject matter of the action, finding, interpretation, ruling or decision. No final action, finding, interpretation, ruling or decision of the Committee shall be subject to de novo review in any judicial proceeding. No final action, finding, interpretation, ruling or decision of the Committee may be set aside unless it is held to have been arbitrary and capricious by a final judgment of a court having jurisdiction with respect to the issue. To the extent Plan distributions are payable in a form other than a single lump sum (e.g., installments), the Committee shall determine the methodology for computing such payments.

7.2 Delegation of Authority. The Committee may delegate any of its powers or responsibilities to one or more members of the Committee or any other person or entity.

7.3 Procedures. The Committee may establish procedures to conduct its operations and to carry out its rights and duties under the Plan. Committee decisions may be made by majority action. The Committee may act by written consent.

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7.4 Compensation and Expenses. The members of the Committee shall serve without compensation for their services, but all expenses of the Committee and all other expense incurred in administering the Plan shall be paid by the Company.

7.5 Indemnification. The Company shall indemnify the members of the Committee and/or any person to whom the Committee has delegated authority in accordance with Section 7.2 hereof against the reasonable expenses, including attorney’s fees, actually and appropriately incurred by them in connection with the defense of any action, suit or proceeding, or in connection with any appeal thereto, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) and against all amounts paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in a suit of final adjudication that such Committee member is liable for fraud, deliberate dishonesty or willful misconduct in the performance of his duties or as to which any applicable statute prohibits the Company from providing indemnification; provided that within 60 days after the institution of any such action, suit or proceeding a Committee member or delegate, as applicable, has offered in writing to allow the Company, at its own expense, to handle and defend any such action, suit or proceeding. Notwithstanding the foregoing, the failure of any Committee member or delegate to give such notice shall not relieve the Company of its obligations under this Section 7.5, except to the extent that the Company is actually prejudiced by such failure to give notice.

The foregoing right of indemnification shall be in addition to any other rights of indemnification to which such persons may be entitled under the Company’s Certificate of Incorporation or By-Laws (each, as amended from time to time), as a matter of law, or otherwise.

ARTICLE VIII

Amendment and Termination

The Company retains the right to amend the Plan or to terminate the Plan at any time by action of the Board. No such amendment or termination shall adversely affect any Participant or Beneficiary with respect to his right to receive a benefit in accordance with Article VI, determined as of the later of the date that the Plan amendment or termination is adopted or the date such Plan amendment or termination is effective, unless the affected Participant or Beneficiary consents to such amendment or termination. No amendment or termination of this Plan shall be made in a manner that results in noncompliance with the requirements of Code Section 409A, to the extent applicable.

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ARTICLE IX

Miscellaneous

9.1 Plan Does Not Confer Right to Employment. Nothing contained in this Plan shall be deemed to give any Participant the right to be retained in the employment of the Company, to interfere with the rights of the Company to discharge any Participant at any time or to interfere with a Participant’s right to terminate his employment at any time.

9.2 Nonalienation and Nonassignment. Except for debts owed the Company by a Participant or Beneficiary in accordance with Section 9.5, no amounts payable or to become payable under the Plan to a Participant or Beneficiary shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, whether voluntary, involuntary, by operation of law or otherwise, and any attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same by a Participant or Beneficiary prior to distribution as herein provided shall be null and void.

9.3 Tax Withholding. The Company shall have the right to deduct from any payments to a Participant or Beneficiary under the Plan any taxes required by law to be withheld with respect to such payments. In addition, the Company shall have the right to deduct from any Participant’s base salary or other compensation any applicable employment taxes or other required withholdings with respect to a Participant.

9.4 FICA Withholding/Employee Deferrals/Company Contributions. If the Participant is an employee of the Company, for each payroll period, the Company shall withhold from that portion of the Participant’s Compensation that is not being deferred under this Plan, the Participant’s share of FICA and other applicable taxes that are required to be withheld with respect to (i) Employee Deferrals, (ii) Company Matching Contributions and (iii) Company Service Based Contributions as they vest and become subject to such FICA withholding. To the extent that there are insufficient funds to satisfy all applicable tax withholding requirements in a timely manner, the Company reserves the right to reduce the Participant’s Employee Deferrals, as required to provide available funds for applicable tax withholding requirements. To the extent there are still insufficient funds to satisfy all such applicable tax withholding requirements, the Participant shall timely remit cash funds to the Company sufficient to cover such withholding requirements.

9.5 Setoffs. As a condition to the receipt of any benefits hereunder, the Committee, in its sole discretion, may require a Participant or Beneficiary to first execute a written authorization, in the form established by the Committee, authorizing the Company to offset from the benefits otherwise due hereunder any and all amounts, debts or other obligations, incurred in the ordinary course of the service relationship, owed to the Company by the Participant. Where such written authorization has been so executed by a Participant, benefits hereunder shall be reduced accordingly. The Committee shall have full discretion to determine the application of such offset and the manner in which such offset will reduce benefits under the Plan; provided, however, that the amount offset

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in any one taxable year does not exceed $5,000 and the offset is taken at the same time and in the same amount as the debt otherwise would have been due from the Participant, but only at the time that an amount is otherwise payable to a Participant under the Plan.

9.6 Number and Gender. Wherever appropriate herein, words used in the singular shall be considered to include the plural and words used in the plural shall be considered to include the singular. The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender unless the context plainly requires otherwise.

9.7 Headings. The headings of Articles and Sections herein are included solely for convenience, and if there is any conflict between such headings and the text of the Plan, the text shall control.

9.8 Applicable Law. Except to the extent preempted by federal law, the terms and provisions of the Plan shall be construed in accordance with the laws of the State of Delaware, without regard to the application of any conflicts of law.

9.9 Successors. All obligations under the Plan shall be binding upon the Company and any successors and assigns, in accordance with its terms, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or other transaction, involving all or substantially all of the business and/or assets of the Company.

9.10 Claims Procedure. The Committee shall have sole discretionary authority with regard to the adjudication of any claims made under the Plan. All claims for benefits under the Plan shall be submitted in writing, shall be signed by the claimant and shall be considered filed on the date the claim is received by the Committee. In the event a claim is denied, in whole or in part, the claims procedures set forth below shall be applicable.

Upon the filing of a claim as above provided and in the event the claim is denied, in whole or in part, the Committee shall within ninety (90) days, (forty five (45) days for disability related claims,) provide the claimant with a written statement which shall be delivered or mailed to the claimant to his last known address, which statement shall contain the following:

(a) the specific reason or reasons for the denial of benefits;

(b) a specific reference to the pertinent provisions of the Plan upon which the denial is based;

(c) a description of any additional material or information necessary for the claimant to perfect his claim for benefits and an explanation of why such material and information is necessary; and

(d) an explanation of the review procedure provided below.

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If special circumstances require additional time for processing the claim, the Committee shall advise the claimant prior to the end of the initial ninety (90) day or forty-five (45) day period, setting forth the reasons for the delay and the approximate date the Committee expects to render its decision. Any such extension shall not exceed ninety (90) days, or thirty (30) days for disability related claims.

Within ninety (90) days after receipt of the written notice of denial of a claim as provided above, a claimant or his authorized representative may request a review of the denial upon written application to the Committee, may review pertinent documents and may submit issues and comments in writing to the Committee. Within sixty (60) days (or forty-five days in the case of a disability related claim) after receipt of a written request for review, or within one hundred and twenty (120) days (or ninety days for disability related claims) in the event of special circumstances which require an extension of time for processing such application for review, the Committee shall notify the claimant of its decision by delivery or by Certified or Registered Mail to his last known address. The decision of the Committee shall be in writing and shall include the specific reasons for the decision and specific references to the pertinent provisions of the Plan on which such decision is based. The Committee shall advise the claimant prior to the end of the initial sixty (60) day or forty-five (45) day period, as applicable, if additional time is needed to process such application for review. The decision of the Committee shall be final and conclusive.

9.11 Claims/Disputes. Any dispute or claim arising out of this Plan or the breach thereof, which is not settled under the Plan’s administrative claims procedure and which is pursued beyond such claims procedure, shall be brought in Federal District Court, in Mecklenburg County, North Carolina.

9.12 Conduct Injurious to the Company. Notwithstanding anything in the Plan to the contrary, any and all benefits otherwise payable to any Participant hereunder attributable to Company Matching Contributions and Company Service Based Contributions, except to the extent of any prior distributions under the Plan, shall be forever forfeited if it is determined by the Committee, in its sole discretion, that such Participant has engaged in conduct injurious to the Company, including but not limited to the following:

(a) dishonesty while in the employ of the Company or while serving as a Director;

(b) imparting, disclosing or appropriating proprietary information for himself or to or for any other person, firm, corporation, association or entity for any reason or purpose whatsoever, except if required by law or at the Company’s direction;

(c) performing any act or engaging in any course of conduct which has or may reasonably have the effect of demeaning the name or business reputation of the Company; or

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(d) providing goods or services to or becoming an employee, owner, officer, agent, consultant, advisor or director of any firm or person in any geographic area which competes with the Company in any phase of any of the business lines or services offered by the Company as of the Participant’s Retirement Date or the date the Participant ceases to be a Director.

9.13 Compliance with Code Section 409A. The Plan is intended to meet the requirements of Section 409A of the Code in order to avoid any adverse tax consequences resulting from any failure to comply with Section 409A of the Code and, as a result, the Plan shall be operated in a manner consistent with such compliance. Except to the extent expressly set forth in the Plan, the Participant (and/or the Participant’s Beneficiary, as applicable) shall have no right to dictate the taxable year in which any payment hereunder that is subject to Section 409A of the Code should be paid.

9.14 No Guarantee of Tax Consequences. None of the Board, officers or employees of the Company, the Company or any affiliate of the Company makes any commitment or guarantee that any federal, state or local tax treatment will apply or be available to any individual or person participating hereunder or eligible to participate hereunder.

9.15 Entire Agreement. This Plan document constitutes the entire Plan governing the Company and the Participant with respect to the subject matters hereof and supercedes all prior written and oral and all contemporaneous written and oral agreements and understandings, with respect to the subject matters hereof. This Plan may not be changed orally, but only by an amendment in writing signed by the Company, subject to the provisions in this Plan regarding amendments thereto.

IN WITNESS WHEREOF, the Company has caused this Plan to be executed by its duly authorized officer, effective as provided herein.

BABCOCK & WILCOX ENTERPRISES, INC.
By:
Title:	Chief Executive Officer
Date:

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EX-10.13

Exhibit 10.13

FORM OF

DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT

This Director and Officer Indemnification Agreement, dated as of the     day of 20    (this “Agreement”), is made by and between Babcock & Wilcox Enterprises, Inc., a Delaware corporation (the “Company”), and [insert name of director or officer] (“Indemnitee”).

RECITALS:

A. Section 141 of the Delaware General Corporation Law provides that the business and affairs of a corporation shall be managed by or under the direction of its board of directors.

B. Pursuant to Sections 141 and 142 of the Delaware General Corporation Law, significant authority with respect to the management of the Company has been delegated to the officers of the Company.

C. By virtue of the managerial prerogatives vested in the directors and officers of a Delaware corporation, directors and officers act as fiduciaries of the corporation and its stockholders.

D. Thus, it is critically important to the Company and its stockholders that the Company be able to attract and retain the most capable persons reasonably available to serve as directors and officers of the Company.

E. In recognition of the need for corporations to be able to induce capable and responsible persons to accept positions in corporate management, Delaware law authorizes (and in some instances requires) corporations to indemnify their directors and officers, and further authorizes corporations to purchase and maintain insurance for the benefit of their directors and officers.

F. The Delaware courts have recognized that indemnification by a corporation serves the dual policies of (1) allowing corporate officials to resist unjustified lawsuits, secure in the knowledge that, if vindicated, the corporation will bear the expense of litigation and (2) encouraging capable women and men to serve as corporate directors and officers, secure in the knowledge that the corporation will absorb the costs of defending their honesty and integrity.

G. Delaware law also authorizes a corporation to pay in advance of the final disposition of an action, suit or proceeding the expenses incurred by a director or officer in the defense thereof, and any such right to the advancement of expenses may be made separate and distinct from any right to indemnification and need not be subject to the satisfaction of any standard of conduct or otherwise affected by the merits of any claims against the director or officer.

H. Recent federal legislation and rules adopted by the Securities and Exchange Commission and the national securities exchanges have imposed additional disclosure and corporate governance obligations on directors and officers of public companies and have exposed such directors and officers to new and substantially broadened civil liabilities.

I. These legislative and regulatory initiatives have also exposed directors and officers of public companies to a significantly greater risk of criminal proceedings, with attendant defense costs and potential criminal fines and penalties.

J. The authority of a corporation to indemnify and advance the costs of defense to its directors and officers applies to criminal proceedings as well as to civil, administrative and investigative proceedings.

K. Indemnitee is a director or officer of the Company and his or her willingness to serve in such capacity is predicated, in substantial part, upon the Company’s willingness to indemnify him or her in accordance with the principles reflected above, to the fullest extent permitted by the laws of the state of Delaware, and upon the other undertakings set forth in this Agreement.

L. Therefore, in recognition of the need to provide Indemnitee with substantial protection against personal liability, in order to procure Indemnitee’s continued service as a director or officer of the Company and to enhance Indemnitee’s ability to serve the Company in an effective manner, and in order to provide such protection pursuant to express contract rights (intended to be enforceable irrespective of, among other things, any amendment to the Company’s certificate of incorporation or bylaws (collectively, the “Constituent Documents”), any change in the composition of the Company’s Board of Directors (the “Board”) or any change-in-control or business combination transaction relating to the Company), the Company wishes to provide in this Agreement for the indemnification of and the advancement of Expenses (as defined in Section 1(e)) to Indemnitee as set forth in this Agreement and for the continued coverage of Indemnitee under the Company’s directors’ and officers’ liability insurance policies.

M. In light of the considerations referred to in the preceding recitals, it is the Company’s intention and desire that the provisions of this Agreement be construed liberally, subject to their express terms, to maximize the protections to be provided to Indemnitee hereunder.

AGREEMENT:

NOW, THEREFORE, the parties hereby agree as follows:

1. Certain Definitions. In addition to terms defined elsewhere herein, the following terms have the following meanings when used in this Agreement with initial capital letters:

(a) “Claim” means (i) any threatened, asserted, pending or completed claim, demand, action, suit or proceeding, whether civil, criminal, administrative, arbitrative, investigative or other, and whether made pursuant to federal, state or other law; and (ii) any threatened, pending or completed inquiry or investigation, whether made, instituted or conducted by or at the behest of the Company or any other person, including any federal, state or other court or governmental entity or agency and any committee or other representative of any corporate constituency, that Indemnitee determines might lead to the institution of any such claim, demand, action, suit or proceeding.

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(b) “Controlled Affiliate” means any corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, that is directly or indirectly controlled by the Company. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity or enterprise, whether through the ownership of voting securities, through other voting rights, by contract or otherwise; provided that direct or indirect beneficial ownership of capital stock or other interests in an entity or enterprise entitling the holder to cast 20% or more of the total number of votes generally entitled to be cast in the election of directors (or persons performing comparable functions) of such entity or enterprise shall be deemed to constitute control for purposes of this definition.

(c) “Disinterested Director” means a director of the Company who is not and was not a party to the Claim in respect of which indemnification is sought by Indemnitee.

(d) “ERISA Losses” means any taxes, penalties or other liabilities under the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended.

(e) “Expenses” means attorneys’ and experts’ fees and expenses and all other costs and expenses paid or payable in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in (including on appeal), any Claim.

(f) “Incumbent Directors” means the individuals who, as of the date hereof, are members of the Board and any individual becoming a member of the Board subsequent to the date hereof whose election, nomination for election by the Company’s stockholders, or appointment, was approved by a vote of at least two-thirds of the then Incumbent Directors (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination); provided, however, that an individual shall not be an Incumbent Director if such individual’s election or appointment to the Board occurs as a result of an actual or threatened election contest (as described in Rule 14a-12(c) of the Securities Exchange Act of 1934, as amended) with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.

(g) “Indemnifiable Claim” means any Claim based upon, arising out of or resulting from (i) any actual, alleged or suspected act or failure to act by Indemnitee in his or her capacity as a director, officer, employee or agent of the Company or as a director, officer, employee, member, manager, trustee or agent of any other corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit (including any employee benefit plan or related trust), as to which Indemnitee is or was serving at the request of the Company as a director, officer, employee, member, manager, trustee or agent, (ii) any actual, alleged or suspected act or failure to act by Indemnitee in respect of any business, transaction, communication, filing, disclosure or other activity of the Company or any other entity or enterprise referred to in clause (i) of this sentence, or (iii) Indemnitee’s status as a current or former director, officer, employee or agent of the Company or as a current or former director, officer, employee, member, manager, trustee or agent of the Company or any other

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entity or enterprise referred to in clause (i) of this sentence or any actual, alleged or suspected act or failure to act by Indemnitee in connection with any obligation or restriction imposed upon Indemnitee by reason of such status. In addition to any service at the actual request of the Company, for purposes of this Agreement, Indemnitee shall be deemed to be serving or to have served at the request of the Company as a director, officer, employee, member, manager, trustee or agent of another entity or enterprise if Indemnitee is or was serving as a director, officer, employee, member, manager, trustee or agent of such entity or enterprise and (i) such entity or enterprise is or at the time of such service was a Controlled Affiliate, (ii) such entity or enterprise is or at the time of such service was an employee benefit plan (or related trust) sponsored or maintained by the Company or a Controlled Affiliate, or (iii) the Company or a Controlled Affiliate directly or indirectly caused or authorized Indemnitee to be nominated, elected, appointed, designated, employed, engaged or selected to serve in such capacity.

(h) “Indemnifiable Losses” means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

(i) “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company (or any Subsidiary) or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other named (or, as to a threatened matter, reasonably likely to be named) party to the Indemnifiable Claim giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

(j) “Losses” means any and all Expenses, damages, losses, liabilities, judgments, fines, penalties (whether civil, criminal or other), ERISA Losses and amounts paid in settlement, including all interest, assessments and other charges paid or payable in connection with or in respect of any of the foregoing.

(k) “Subsidiary” means an entity in which the Company directly or indirectly beneficially owns 50% or more of the outstanding Voting Stock.

(l) “Voting Stock” means securities entitled to vote generally in the election of directors (or similar governing bodies).

2. Indemnification Obligation. Subject to Section 8, the Company shall indemnify, defend and hold harmless Indemnitee, to the fullest extent permitted or required by the laws of the State of Delaware in effect on the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted or required indemnification, against any and all Indemnifiable Claims and Indemnifiable Losses; provided, however, that (a) except for compulsory counterclaims or as provided in Sections 4 and 21, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Claim and (b) no repeal or

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amendment of any law of the State of Delaware shall in any way diminish or adversely affect the rights of Indemnitee pursuant to this Agreement in respect of any occurrence or matter arising prior to any such repeal or amendment.

3. Advancement of Expenses. Indemnitee shall have the right to advancement by the Company prior to the final disposition of any Indemnifiable Claim of any and all Expenses relating to, arising out of or resulting from any Indemnifiable Claim paid or incurred by Indemnitee or which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct and is not conditioned upon any prior determination that Indemnitee is entitled to indemnification under this Agreement with respect to the Indemnifiable Claim or the absence of any prior determination to the contrary. Without limiting the generality or effect of the foregoing, within five business days after any request by Indemnitee, the Company shall, in accordance with such request (but without duplication), (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses; provided that Indemnitee shall repay, without interest any amounts actually advanced to Indemnitee that, at the final disposition of the Indemnifiable Claim to which the advance related, were in excess of amounts paid or payable by Indemnitee in respect of Expenses relating to, arising out of or resulting from such Indemnifiable Claim. In connection with any such payment, advancement or reimbursement, if delivery of an undertaking is a legally required condition precedent to such payment, advance or reimbursement, Indemnitee shall execute and deliver to the Company an undertaking in the form attached hereto as Exhibit A (subject to Indemnitee filling in the blanks therein and selecting from among the bracketed alternatives therein), which need not be secured and shall be accepted by the Company without reference to Indemnitee’s ability to repay the Expenses. In no event shall Indemnitee’s right to the payment, advancement or reimbursement of Expenses pursuant to this Section 3 be conditioned upon any undertaking that is less favorable to Indemnitee than, or that is in addition to, the undertaking set forth in Exhibit A.

4. Indemnification for Additional Expenses. Without limiting the generality or effect of the foregoing, the Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request, any and all Expenses paid or incurred by Indemnitee or which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee in connection with any Claim made, instituted or conducted by Indemnitee, in each case to the fullest extent permitted or required by the laws of the State of Delaware in effect on the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted or required indemnification, reimbursement or advancement of such Expenses, for (a) indemnification or payment, advancement or reimbursement of Expenses by the Company under any provision of this Agreement, or under any other agreement or provision of the Constituent Documents now or hereafter in effect relating to Indemnifiable Claims, and/or (b) recovery under any directors’ and officers’ liability insurance policies maintained by the Company; provided, however, that Indemnitee shall return, without interest, any such advance of Expenses (or portion thereof) which remains unspent at the final disposition of the Claim to which the advance related.

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5. Contribution. To the fullest extent permissible under applicable law in effect on the date hereof or as such law may from time to time hereafter be amended to increase the scope of permitted or required indemnification, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the payment of any and all Indemnifiable Claims or Indemnifiable Losses, in such proportion as is fair and reasonable in light of all of the circumstances in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Indemnifiable Claim or Indemnifiable Loss and/or (ii) the relative fault of the Company (and its other directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s); provided that such contribution shall not be required where it is determined, pursuant to a final disposition of such Indemnifiable Claim or Indemnifiable Loss in accordance with Section 8, that Indemnitee is not entitled to indemnification by the Company with respect to such Indemnifiable Claim or Indemnifiable Loss.

6. Partial Indemnity. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Indemnifiable Loss, but not for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

7. Procedure for Notification. To obtain indemnification under this Agreement in respect of an Indemnifiable Claim or Indemnifiable Loss, Indemnitee shall submit to the Company a written request therefor, including a brief description (based upon information then available to Indemnitee) of such Indemnifiable Claim or Indemnifiable Loss. If, at the time of the receipt of such request, the Company has directors’ and officers’ liability insurance in effect under which coverage for such Indemnifiable Claim or Indemnifiable Loss is potentially available, the Company shall give prompt written notice of such Indemnifiable Claim or Indemnifiable Loss to the applicable insurers in accordance with the procedures set forth in the applicable policies. The Company shall provide to Indemnitee a copy of such notice delivered to the applicable insurers, and copies of all subsequent correspondence between the Company and such insurers regarding the Indemnifiable Claim or Indemnifiable Loss, in each case substantially concurrently with the delivery or receipt thereof by the Company. The failure by Indemnitee to timely notify the Company of any Indemnifiable Claim or Indemnifiable Loss shall not relieve the Company from any liability hereunder unless, and only to the extent that, the Company did not otherwise learn of such Indemnifiable Claim or Indemnifiable Loss and such failure results in forfeiture by the Company of substantial defenses, rights or insurance coverage.

8. Determination of Right to Indemnification.

(a) To the extent that Indemnitee shall have been successful on the merits or otherwise in defense of any Indemnifiable Claim or any portion thereof or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee shall be indemnified against Indemnifiable Losses relating to, arising out of or resulting from such Indemnifiable Claim in accordance with Section 2 and no Standard of Conduct Determination (as defined in Section 8(b)) shall be required with respect to such Indemnifiable Claim.

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(b) To the extent that the provisions of Section 8(a) are inapplicable to an Indemnifiable Claim that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition precedent to indemnification of Indemnitee hereunder against Indemnifiable Losses relating to, arising out of or resulting from such Indemnifiable Claim (a “Standard of Conduct Determination”) shall be made as follows: (i) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (ii) if such Disinterested Directors so direct, by a majority vote of a committee of Disinterested Directors designated by a majority vote of all Disinterested Directors, or (iii) if there are no such Disinterested Directors or if Indemnitee so requests, by Independent Counsel, selected by the Indemnitee and approved by the Board (such approval not to be unreasonably withheld, delayed or conditioned), in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee; provided, however, that if at the time of any Standard of Conduct Determination Indemnitee is neither a director nor an officer of the Company, such Standard of Conduct Determination may be made by or in the manner specified by the Board, any duly authorized committee of the Board or any duly authorized officer of the Company (unless Indemnitee requests that such Standard of Conduct Determination be made by Independent Counsel, in which case such Standard of Conduct Determination shall be made by Independent Counsel). Indemnitee will cooperate with the person or persons making such Standard of Conduct Determination, including providing to such person or persons, upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request, any and all costs and expenses (including attorneys’ and experts’ fees and expenses) incurred by Indemnitee in so cooperating with the person or persons making such Standard of Conduct Determination.

(c) The Company shall use its reasonable best efforts to cause any Standard of Conduct Determination required under Section 8(b) to be made as promptly as practicable. If (i) the person or persons empowered or selected under Section 8 to make the Standard of Conduct Determination shall not have made a determination within 30 days after the later of (A) receipt by the Company of written notice from Indemnitee advising the Company of the final disposition of the applicable Indemnifiable Claim (the date of such receipt being the “Notification Date”) and (B) the selection of an Independent Counsel, if such determination is to be made by Independent Counsel, and (ii) Indemnitee shall have fulfilled his or her obligations set forth in the second sentence of Section 8(b), then Indemnitee shall be deemed to have satisfied the applicable standard of conduct; provided that such 30-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person or persons making such determination in good faith requires such additional time for the obtaining or evaluation or documentation and/or information relating thereto.

(d) If (i) Indemnitee shall be entitled to indemnification hereunder against any Indemnifiable Losses pursuant to Section 8(a), (ii) no determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law is a legally required condition precedent to indemnification of Indemnitee hereunder against any Indemnifiable Losses, or (iii) Indemnitee has been determined or deemed pursuant to Section 8(b) or (c) to have satisfied any applicable standard of conduct under Delaware law which is a legally required condition precedent to indemnification of Indemnitee hereunder against any Indemnifiable Losses, then the

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Company shall pay to Indemnitee, within five business days after the later of (x) the Notification Date in respect of the Indemnifiable Claim or portion thereof to which such Indemnifiable Losses are related, out of which such Indemnifiable Losses arose or from which such Indemnifiable Losses resulted and (y) the earliest date on which the applicable criterion specified in clause (i), (ii) or (iii) above shall have been satisfied, an amount equal to the amount of such Indemnifiable Losses.

9. Presumption of Entitlement.

(a) In making a determination of whether Indemnitee has been successful on the merits or otherwise in defense of any Indemnifiable Claim or any portion thereof or in defense of any issue or matter therein, the Company acknowledges that a resolution, disposition or outcome short of dismissal or final judgment, including outcomes that permit Indemnitee to avoid expense, delay, embarrassment, injury to reputation, distraction, disruption or uncertainty, may constitute such success. In the event that any Indemnifiable Claim or any portion thereof or issue or matter therein is resolved or disposed of in any manner other than by adverse judgment against Indemnitee (including any resolution or disposition thereof by means of settlement with or without payment of money or other consideration), it shall be presumed that Indemnitee has been successful on the merits or otherwise in defense of such Indemnifiable Claim or portion thereof or issue or matter therein. The Company may overcome such presumption only by its adducing clear and convincing evidence to the contrary.

(b) In making any Standard of Conduct Determination, the person or persons making such determination shall presume that Indemnitee has satisfied the applicable standard of conduct, and the Company may overcome such presumption only by its adducing clear and convincing evidence to the contrary. Any Standard of Conduct Determination that is adverse to Indemnitee may be challenged by Indemnitee in the Court of Chancery of the State of Delaware. No determination by the Company (including by its directors or any Independent Counsel) that Indemnitee has not satisfied any applicable standard of conduct shall be a defense to any Claim by Indemnitee for indemnification or reimbursement or advance payment of Expenses by the Company hereunder or create a presumption that Indemnitee has not met any applicable standard of conduct.

(c) Without limiting the generality or effect of Section 9(b), (i) to the extent that any Indemnifiable Claim relates to any entity or enterprise (other than the Company) referred to in clause (i) of the first sentence of the definition of “Indemnifiable Claim,” Indemnitee shall be deemed to have satisfied the applicable standard of conduct if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the interests of such entity or enterprise (or the owners or beneficiaries thereof, including in the case of any employee benefit plan the participants and beneficiaries thereof) and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful, and (ii) in all cases, any belief of Indemnitee that is based on the records or books of account of the Company, including financial statements, or on information supplied to Indemnitee by the directors or officers of the Company in the course of their duties, or on the advice of legal counsel for the Company, the Board, any committee of the Board or any director, or on information or records given or reports made to the Company, the Board, any committee of the Board or any director by an independent certified public accountant or by an appraiser or other expert selected by or on behalf of the Company, the Board, any committee of the Board or any director shall be deemed to be reasonable.

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10. No Adverse Presumption. For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, will not create a presumption that Indemnitee did not meet any applicable standard of conduct or that indemnification hereunder is otherwise not permitted.

11. Non-Exclusivity. Pursuant to Article VI of the Company’s bylaws, the Indemnitee has certain indemnification rights. The rights provided to the Indemnitee under this Agreement will supplement and be in addition to the rights provided by Article VI of the Company’s bylaws and any other rights Indemnitee may have under the Constituent Documents, or the substantive laws of the Company’s jurisdiction of incorporation, any other contract or otherwise (collectively, “Other Indemnity Provisions”) as provided for by Section 6.11 of the Company’s bylaws; provided, however, that (a) to the extent that Indemnitee otherwise would have any greater right to indemnification under any Other Indemnity Provision, Indemnitee will be deemed to have such greater right hereunder and (b) to the extent that any change is made to any Other Indemnity Provision which permits any greater right to indemnification than that provided under this Agreement as of the date hereof, Indemnitee will be deemed to have such greater right hereunder. The Company will not adopt any amendment to any of the Constituent Documents the effect of which would be to deny, diminish or encumber Indemnitee’s right to indemnification under this Agreement or any Other Indemnity Provision.

12. Liability Insurance and Funding. For the duration of Indemnitee’s service as a director and/or officer of the Company, and thereafter for so long as Indemnitee shall be subject to any pending or possible Indemnifiable Claim, the Company shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to cause to be maintained in effect policies of directors’ and officers’ liability insurance providing coverage for directors and/or officers of the Company that is at least substantially comparable in scope and amount to that provided by the Company’s current policies of directors’ and officers’ liability insurance. The Company shall provide Indemnitee with a copy of all directors’ and officers’ liability insurance applications, binders, policies, declarations, endorsements and other related materials, and shall provide Indemnitee with a reasonable opportunity to review and comment on the same. Without limiting the generality or effect of the two immediately preceding sentences, the Company shall not discontinue or significantly reduce the scope or amount of coverage from one policy period to the next (i) without the prior approval thereof by a majority vote of the Incumbent Directors, even if less than a quorum, or (ii) if at the time that any such discontinuation or significant reduction in the scope or amount of coverage is proposed there are no Incumbent Directors, without the prior written consent of Indemnitee (which consent shall not be unreasonably withheld or delayed). In all policies of directors’ and officers’ liability insurance obtained by the Company, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s directors and officers most favorably insured by such policy. The Company may, but shall not be required to, create a trust fund, grant a security interest or use other means, including a letter of credit, to ensure the payment of such amounts as may be necessary to satisfy its obligations to indemnify and advance expenses pursuant to this Agreement.

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13. Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the related rights of recovery of Indemnitee against other persons or entities (other than Indemnitee’s successors), including any entity or enterprise referred to in clause (i) of the definition of “Indemnifiable Claim” in Section 1(g). Indemnitee shall execute all papers reasonably required to evidence such rights (all of Indemnitee’s reasonable Expenses, including attorneys’ fees and charges, related thereto to be reimbursed by or, at the option of Indemnitee, advanced by the Company).

14. No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment to Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has otherwise actually received payment (net of any Expenses incurred in connection therewith and any repayment by Indemnitee made with respect thereto) under any insurance policy, the Constituent Documents and Other Indemnity Provisions or otherwise (including from any entity or enterprise referred to in clause (i) of the definition of “Indemnifiable Claim” in Section 1(g)) in respect of such Indemnifiable Losses otherwise indemnifiable hereunder.

15. Defense of Claims. The Company shall be entitled to participate in the defense of any Indemnifiable Claim or to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee; provided that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, or (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without the Company’s prior written consent. The Company shall not, without the prior written consent of Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim to which Indemnitee is, or could have been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

16. Successors and Binding Agreement.

(a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the

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Company and any successor to the Company, including any person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company.

(b) This Agreement shall inure to the benefit of and be enforceable by Indemnitee’s personal or legal representatives, executors, administrators, heirs, distributees, legatees and other successors.

(c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 16(a) and 16(b). Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by Indemnitee’s will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 16(c), the Company shall have no liability to pay any amount so attempted to be assigned or transferred.

17. Notices. For all purposes of this Agreement, all communications, including notices, consents, requests or approvals, required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when hand delivered or dispatched by electronic facsimile transmission (with receipt thereof orally confirmed), or five business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid or one business day after having been sent for next-day delivery by a nationally recognized overnight courier service, addressed to the Company (to the attention of the Secretary of the Company) and to Indemnitee at the applicable address shown on the signature page hereto, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of changes of address will be effective only upon receipt.

18. Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by and construed in accordance with the substantive laws of the State of Delaware, without giving effect to the principles of conflict of laws of such State. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the Chancery Court of the State of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be brought only in the Chancery Court of the State of Delaware.

19. Validity. If any provision of this Agreement or the application of any provision hereof to any person or circumstance is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person or circumstance shall not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal shall be reformed to the extent, and only to the extent, necessary to make it enforceable, valid or legal. In the event that any court or other adjudicative body shall decline to reform any provision of this Agreement held to be invalid, unenforceable or otherwise illegal as contemplated by the immediately preceding sentence, the parties thereto shall take all such action

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as may be necessary or appropriate to replace the provision so held to be invalid, unenforceable or otherwise illegal with one or more alternative provisions that effectuate the purpose and intent of the original provisions of this Agreement as fully as possible without being invalid, unenforceable or otherwise illegal.

20. Miscellaneous. No provision of this Agreement may be waived, modified or discharged unless such waiver, modification or discharge is agreed to in writing signed by Indemnitee and the Company. No waiver by either party hereto at any time of any breach by the other party hereto or compliance with any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, expressed or implied with respect to the subject matter hereof have been made by either party that are not set forth expressly in this Agreement.

21. Legal Fees and Expenses; Interest.

(a) It is the intent of the Company that Indemnitee not be required to incur legal fees and or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise, including any Standard of Conduct Determination, because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. Accordingly, without limiting the generality or effect of any other provision hereof, if it should appear to Indemnitee that the Company has failed to comply with any of its obligations under this Agreement (including its obligations under Section 3) or in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, the Company irrevocably authorizes Indemnitee from time to time to retain counsel of Indemnitee’s choice, at the expense of the Company as hereafter provided, to advise and represent Indemnitee in connection with any such interpretation, enforcement or defense, including the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to Indemnitee’s entering into an attorney-client relationship with such counsel, and in that connection the Company and Indemnitee agree that a confidential relationship shall exist between Indemnitee and such counsel. The Company will pay and be solely financially responsible for any and all attorneys’ and related fees and expenses incurred by Indemnitee in connection with any of the foregoing to the fullest extent permitted or required by the laws of the State of Delaware in effect on the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted or required payment of such fees and expenses.

(b) Any amount due to Indemnitee under this Agreement that is not paid by the Company by the date on which it is due will accrue interest at the maximum legal rate under Delaware law from the date on which such amount is due to the date on which such amount is paid to Indemnitee.

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22. Certain Interpretive Matters. Unless the context of this Agreement otherwise requires, (a) “it” or “its” or words of any gender include each other gender, (b) words using the singular or plural number also include the plural or singular number, respectively, (c) the terms “hereof,” “herein,” “hereby” and derivative or similar words refer to this entire Agreement, (d) the terms “ “Section” or “Exhibit” refer to the specified Section or Exhibit of or to this Agreement, (e) the terms “include,” “includes” and “including” will be deemed to be followed by the words “without limitation” (whether or not so expressed), and (f) the word “or” is disjunctive but not exclusive. Whenever this Agreement refers to a number of days, such number will refer to calendar days unless business days are specified and whenever action must be taken (including the giving of notice or the delivery of documents) under this Agreement during a certain period of time or by a particular date that ends or occurs on a non-business day, then such period or date will be extended until the immediately following business day. As used herein, “business day” means any day other than Saturday, Sunday or a United States federal holiday.

23. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together shall constitute one and the same agreement.

[Signatures Appear on Following Page]

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IN WITNESS WHEREOF, Indemnitee has executed and the Company has caused its duly authorized representative to execute this Agreement as of the date first above written.

BABCOCK & WILCOX ENTERPRISES, INC.
13024 Ballantyne Corporate Place, Suite 700
Charlotte, NC 28277
By:
Name:	E. James Ferland
Title:	Chairman, President and Chief Executive Officer
INDEMNITEE
[Insert street address]
[Insert City, State and Country]
[Insert Indemnitee’s Name]

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EXHIBIT A

UNDERTAKING

This Undertaking is submitted pursuant to the Director and Officer Indemnification Agreement, dated as of                  ,         (the “Indemnification Agreement”), between Babcock & Wilcox Enterprises, Inc., a Delaware corporation (the “Company”), and the undersigned. Capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in the Indemnification Agreement.

The undersigned hereby requests [payment], [advancement], [reimbursement] by the Company of Expenses which the undersigned [has incurred] [reasonably expects to incur] in connection with                     (the “Indemnifiable Claim”).

The undersigned hereby undertakes to repay the [payment], [advancement], [reimbursement] of Expenses made by the Company to or on behalf of the undersigned in response to the foregoing request if it is determined, following the final disposition of the Indemnifiable Claim and in accordance with Section 8 of the Indemnification Agreement, that the undersigned is not entitled to indemnification by the Company under the Indemnification Agreement with respect to the Indemnifiable Claim.

IN WITNESS WHEREOF, the undersigned has executed this Undertaking as of this     day of             ,     .

[Indemnitee]

EX-10.14

Exhibit 10.14

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on November 5, 2014 by and among The Babcock & Wilcox Company, a Delaware limited liability company (“B&W”), Babcock & Wilcox Power Generation Group, Inc., a wholly owned subsidiary of B&W (the “Company”), and E. James Ferland (the “Executive” and, together with the Company, the “Parties”), effective as of the Effective Date (as defined below).

WHEREAS, the Executive is currently serving as President and Chief Executive Officer of B&W; and

WHEREAS, B&W, with the prior approval of the Board of Directors of B&W, plans to engage in a transaction that results in the sale or other disposition of all or substantially all of the operations of either of its subsidiaries, BWX Technologies, Inc. (“BWXT”) or the Company (each of BWXT and the Company, an “Operating Sub” and, together, the “Operating Subs”), whether by sale of the capital stock or assets of one or both of the Operating Subs, spinoff of one or both of the Operating Subs or otherwise (a “Restructuring Transaction”), with the effective date of the consummation of the spinoff or split off (i.e., the date shares of the Operating Sub subject to the spinoff or split off are first distributed to the Company’s stockholders) or sale (i.e., the closing date for the sale) that results in the completion of the Restructuring Transaction being referred to herein as the “Effective Date”; provided, however, that the sale or disposition of less than 100% of the assets or stock of an Operating Sub shall not be considered a sale or other disposition of substantially all of the operations of such Operating Sub unless it is a sale or other disposition of at least 80% of the stock or assets of such Operating Sub; and

WHEREAS, in connection with the Restructuring Transaction, and subject to the consummation thereof, the B&W and the Company desire to enter into this Agreement, effective on the Effective Date, pursuant to which the Company shall employ the Executive as its Chief Executive Officer (“CEO”) on the terms and conditions and for the consideration hereinafter set forth, and the Executive desires to be employed by the Company on such terms and conditions and for such consideration.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Effectiveness of Agreement. Term.

(a) Effectiveness of Agreement. This Agreement shall become effective on the Effective Date. This Agreement shall become null and void ab initio, and neither the Company nor the Executive shall have any rights or obligations hereunder, if the Effective Date for a Restructuring Transaction has not occurred prior to the earliest of (i) a determination by the Board that a Restructuring Transaction shall not occur and (ii) December 31, 2015.

(b) Term. Upon occurrence of the Effective Date, the Company hereby agrees to employ the Executive, and the Executive hereby agrees to serve the Company in the positions set forth below, subject to the terms and conditions of this Agreement, for the period

commencing on the Effective Date and ending on the first (1st) anniversary thereof (the “Initial Employment Period”), and shall automatically continue after the end of the Initial Employment Period for additional, consecutive one (1)-year periods (each, an “Extension Period”) unless (i) either party notifies the other party in writing not less than ninety (90) days prior to the end of the Initial Employment Period or the end of an Extension Period of its election not to extend the Executive’s employment hereunder, in which case this Agreement and the Executive’s employment hereunder shall end on the last day of the Initial Employment Period or the last day of the applicable Extension Period, as applicable, or (ii) the Agreement is otherwise terminated earlier in accordance with Section 3 (any such period of employment of the Executive with the Company, the “Employment Period”).

2. Terms of Employment.

(a) Position and Duties. (i) During the Employment Period, the Executive shall serve the Company as its CEO and shall perform customary and appropriate duties for the Company as may be reasonably assigned to the Executive from time to time by the Board of Directors of the Company (the “Board”). The Executive shall report to the Board. The Executive’s primary office will be in the Charlotte, North Carolina metropolitan area, and the Executive will be expected to travel as reasonably required in order to perform his duties. The location of the Executive’s primary office may be changed by the mutual consent of the Board and the Executive. The Executive shall be a member of the Board and shall be appointed Chairman of the Board, and during the Employment Period the Executive shall, without compensation other than that herein provided, serve and continue to serve, if and when elected and re-elected, as a member and Chairman of the Board.

(ii) During the Employment Period, the Executive agrees to devote substantially all of his attention and time during normal business hours to the business and affairs of the Company, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, and to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period, the Executive shall not be permitted to participate or invest in or manage any for-profit business activity or venture not arising in connection with the performance of his duties pursuant to this Agreement; provided, however, that it shall not be a violation of this Agreement for the Executive to (A) with the prior written approval of the Board, serve on the boards of directors of for-profit companies, and (B) serve on civic or charitable boards or committees, deliver lectures, fulfill speaking engagements, or teach at educational institutions and manage personal investments, so long as, in the case of activities described in the preceding clauses (A) and (B), (x) such activities do not interfere with the performance of the Executive’s responsibilities in accordance with this Agreement or otherwise create a conflict of interest or breach of this Agreement, and (y) the Executive complies with applicable provisions of the Company’s policies and procedures regarding such matters, if any.

(b) Compensation. (i) Base Salary. During the Initial Employment Period, the Executive shall receive a base salary in an annualized amount equal to the Executive’s annualized base salary in effect immediately prior to the Effective Date (the “Annual Base Salary”). Following the end of the Initial Employment Period, for any Extension Periods, the Executive’s Annual Base Salary shall be reviewed at least annually by the Board (or the

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compensation committee thereof) pursuant to its normal review policies for senior executives and may be adjusted as determined thereby; provided that any such adjustment following the first such adjustment may only be to increase the Annual Base Salary. The Annual Base Salary shall be payable in accordance with the Company’s payroll policies in effect from time to time.

(ii) Annual Bonus. For each fiscal year or portion of a fiscal year of the Company (each, a “Fiscal Year”) during the Employment Period, the Executive shall be eligible to be awarded an annual incentive bonus pursuant to an annual incentive bonus plan established by the Company for the purpose of paying annual cash incentives to its senior executives (the “Annual Bonus”). For the first Fiscal Year and, if applicable, any portion of any other Fiscal Year which commences within the Initial Employment Period, the target Annual Bonus and maximum Annual Bonus shall be equal to the Executive’s target Annual Bonus or maximum Annual Bonus, as applicable, in effect immediately prior to the Effective Date. Following the end of the Initial Employment Period, the Board (or the compensation committee thereof) will review the Executive’s target and maximum Annual Bonus pursuant to its normal review policies for senior executives, and may adjust one or both of them as determined thereby; provided that any such adjustment following the first such adjustment may only be to increase the Executive’s target or maximum Annual Bonus. Each Annual Bonus shall be based upon the attainment of performance metrics determined by the Board (or a committee thereof) in consultation with the Executive. Each Annual Bonus shall be paid on the date on which annual bonuses are paid to senior executives of the Company generally, but not later than March 15 following the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

(iii) Equity Awards. The Executive shall be eligible to receive equity-based incentive compensation awards in respect of Fiscal Years which commence on or following the Effective Date. The number and type of equity-based incentive compensation awards granted to the Executive, the frequency of grant, and the terms of such equity awards regarding vesting, payment, effect of termination of employment under various circumstances and otherwise shall be established by the Board (or the compensation committee thereof), taking into account the advice of a nationally-known independent compensation consultant and benchmarking of equity-based incentive compensation awards granted to the chief executive officers of peer companies of the Company.

(iv) Health and Other Benefits. During the Employment Period, the Executive (and the Executive’s family) shall be eligible for participation in, and receive benefits under, health plans, practices, policies and programs, and other employee benefit arrangements, provided by the Company to the same extent as provided generally to other senior executives of the Company during the Employment Period. The Company reserves the right to amend or cancel any such plan, practice, policy, program or arrangement in its sole discretion, subject to the terms thereof and applicable law.

(v) Fringe Benefits. During the Employment Period, the Executive shall be entitled to fringe benefits in accordance with the plans, practices, programs and policies of the Company in effect for other senior executives of the Company from time to time. The Company reserves the right to amend or cancel any such plan, practice, policy or program in its sole discretion, subject to the terms of such plan, practice, policy or program and applicable law.

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(vi) Vacation. During the Employment Period, the Executive shall be entitled to receive a number of weeks of paid vacation per year equal to the number of weeks of annual paid vacation the Executive was entitled to immediately prior to the Effective Date.

(vii) Indemnification. During and following the Employment Period, the Company shall fully indemnify the Executive for any liability to the fullest extent applicable to any other member of the Board or officer of the Company. In addition, the Company agrees to continue and maintain, at the Company’s sole expense, a directors’ and officers’ liability insurance policy covering the Executive both during and, while potential liability exists, after the Employment Period that is no less favorable than the policy covering Board members and senior officers of the Company from time to time.

(viii) Expenses. The Company shall reimburse the Executive for any reasonable travel and entertainment expenses incurred by the Executive in connection with the performance of the Executive’s services under this Agreement, subject and pursuant to the Company’s reimbursement policies, if any, as in effect from time to time; provided, however, that in all circumstances the Executive shall document or substantiate such expenses to the reasonable satisfaction of the Company; and provided further, that all reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code to the extent that such reimbursements are subject to Section 409A of the Code, including, where applicable, the requirements that (A) any reimbursement is for expenses incurred during the Employment Period, (B) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (C) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (D) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit.

3. Termination of Employment.

(a) Death or Disability. The Executive’s employment and the Employment Period shall terminate automatically upon the Executive’s death during the Employment Period. If the Disability (as defined below) of the Executive has occurred during the Employment Period, the Company may provide the Executive with written notice in accordance with Section 3(d) of this Agreement of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the thirtieth (30th) calendar day after receipt of such notice by the Executive (the “Disability Effective Date”), provided that within thirty (30) calendar days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties. For purposes of this Agreement, “Disability” shall mean circumstances which would qualify the Executive for long term disability benefits under the Company’s long term disability plan, whether or not the Executive is covered under such plan.

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(b) Cause. The Company may terminate the Executive’s employment during the Employment Period either with or without Cause. For purposes of this Agreement, “Cause” shall mean, as reasonably determined by the Board:

(i) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or an affiliate (occasioned by reason other than physical or mental illness or disability of the Executive) after a written demand for substantial performance is delivered to the Executive by the Board which specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties, after which the Executive shall have thirty (30) days to defend or remedy such failure to substantially perform his duties;

(ii) the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company; or

(iii) the conviction of the Executive with no further possibility of appeal for, or plea of guilty or nolo contendere by the Executive to any felony.

The cessation of the Executive’s employment under clauses (i) and (ii) above shall not be deemed to be for “Cause” unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and he is given an opportunity, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail.

(c) Good Reason. The Executive’s employment may be terminated during the Employment Period by the Executive for Good Reason or by the Executive voluntarily without Good Reason. “Good Reason” means the occurrence of any one of the following events without the prior written consent of the Executive:

(i) a material diminution in the duties or responsibilities of the Executive to the Company from those applicable on and immediately following the Effective Date;

(ii) a material breach of this Agreement by the Company, including without limitation Section 2(b);

(iii) the failure by the Company to continue in effect any compensation plan in which the Executive participates immediately before to the Effective Date which is material to the Executive’s total compensation, unless a comparable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue the Executive’s participation therein (or in such substitute or alternative plan) on a basis not materially less favorable than existed immediately before the Effective Date, unless the action by the Company applies to all similarly situated employees;

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(iv) the failure by the Company to continue to provide the Executive with material benefits in the aggregate that are substantially similar to those enjoyed by the Executive under any of the Company’s (or its affiliates’) pension, savings, life insurance, medical, health and accident, or disability plans in which the Executive was participating immediately before the Effective Date if such benefits are material to the Executive’s total compensation, the taking of any other action by the Company which would directly or indirectly materially reduce any of such benefits or deprive the Executive of any fringe benefit enjoyed by the Executive immediately prior to the Effective Date if such fringe benefit is material to the Executive’s total compensation, unless the action by the Company applies to all similarly situated employees; or

(v) a change in the location of the Executive’s principal place of employment with the Company by more than 50 miles from the location where the Executive was principally employed immediately before the Effective Date without the Executive’s consent;

provided, however, that the actions in each of (i), (ii), (iii), (iv) and (v) above will not be considered Good Reason unless the Executive describes the basis for the events, circumstances, or conditions alleged by the Executive to constitute grounds for Good Reason in reasonable detail in a Notice of Termination (as defined below) provided to the Company in writing within sixty (60) calendar days following the Executive’s knowledge of such events, circumstances, or conditions alleged to constitute Good Reason, and the Company has failed to cure such events, circumstances, or conditions within thirty (30) calendar days following its receipt of such Notice of Termination (and if the Company does effect a cure within that period, such Notice of Termination shall be ineffective). Unless the Executive gives the Company notice within sixty (60) calendar days following the Executive first becoming aware of any event, circumstance, or condition that would constitute Good Reason, such event will cease to be an event, circumstance, or condition constituting Good Reason.

(d) Notice of Termination. Any termination of employment by the Company or the Executive shall be communicated by a Notice of Termination (as defined below) to the other party hereto given in accordance with Section 13(e) of this Agreement. For purposes of this Agreement, a “Notice of Termination” shall mean a written notice that (i) indicates the termination provision in this Agreement relied upon and (ii) specifies the Date of Termination (as defined below) if such date is other than the date of receipt of such notice. The failure by the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Cause shall not waive any right of the Company or the Executive, respectively, hereunder or preclude the Company or the Executive, respectively, from asserting such fact or circumstance in enforcing the Company’s or the Executive’s rights hereunder.

(e) Date of Termination. “Date of Termination” shall mean (i) if the Executive’s employment is terminated by the Company for Cause or other than for Cause or death or Disability, the date of receipt of the Notice of Termination or any later date specified therein (which date shall not be more than thirty (30) calendar days after the giving of such notice), (ii) if the Executive’s employment is terminated by reason of death or by the Company for Disability, the date of death of the Executive or the Disability Effective Date, as the case may be, (iii) if the Executive resigns with or without Good Reason, thirty (30) calendar days from the

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date of the Company’s receipt of the Notice of Termination, or such other date as is mutually agreed by the Company and the Executive (subject to the Company’s right to cure in the case of a resignation for Good Reason) and (iv) if the Executive’s employment ceases at the end of the Initial Employment Period or an Extension Period following either the Executive or the Company giving the other a notice of nonrenewal in accordance with Section 1(b), the last day of the Initial Employment Period or Extension Period, as applicable. Notwithstanding the foregoing, in no event shall the Date of Termination occur until the Executive experiences a “separation from service” within the meaning of Section 409A of the Code and, notwithstanding anything contained herein to the contrary, the date on which such separation from service takes place shall be the “Date of Termination.”

4. Obligations of the Company upon Termination.

(a) By the Company Other Than for Cause, Death or Disability; By the Executive for Good Reason; Non-Renewal. Subject to Section 5 of this Agreement, if, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause, death or Disability, or if the Executive resigns with Good Reason, or if the Executive’s employment ceases at the end of the Initial Employment Period or an Extension Period following either the Executive or the Company giving the other a notice of nonrenewal in accordance with Section 1(b), the Executive will be entitled to the following benefits; provided that the benefits described in Sections 4(a)(ii), (iii), (iv), (v) and (vii) shall only be paid or provided if the Executive executes a waiver and release prepared by the Company, which releases the Company and its affiliates, directors, officers and other customary persons from any claim or liability arising out of or related to the Executive’s employment with or termination of employment from the Company or any of its affiliates (except for amounts to which the Executive is legally entitled pursuant to employee benefit plans, the Executive’s right to enforce this Agreement and rights to insurance coverage or indemnification) (the “Release”), which Release is not revoked within the time period provided therein, and the executed Release is delivered to the Company within forty-five (45) days following the Date of Termination:

(i) a lump sum payment within sixty (60) days following the Date of Termination equal to the aggregate of the following amounts: (A) the Executive’s Annual Base Salary and vacation pay accrued through the Date of Termination; (B) any Annual Bonus earned for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs (other than any portion of such Annual Bonus that was previously deferred, which portion shall instead be paid in accordance with the applicable deferral election); and (C) the Executive’s business expenses that have not been reimbursed by the Company as of the Date of Termination and were incurred by the Executive prior to the Date of Termination in accordance with the applicable Company policy, in the case of each of clauses (A), (B), and (C), to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”);

(ii) a payment equal to the sum of the Executive’s Annual Base Salary and target Annual Bonus, in each case determined as the greater of that in effect immediately prior to the Date of Termination or that in effect immediately prior to the Effective Date, payable in a lump sum in cash on the sixtieth (60th) day following the Date of Termination;

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(iii) An Annual Bonus for the Fiscal Year in which the Date of Termination occurs, equal to (A) the amount which the Executive would have earned had he remained employed through the payment date of such Annual Bonus, based on actual achievement of the applicable performance metrics for the applicable Fiscal year, and (B) such amount then prorated based on the number of days Executive was employed during the Fiscal Year in the which the Date of Termination occurs, paid at the same time as would have been the case had such termination not occurred, but in no event later than March 15 of the fiscal year following the fiscal year in which the Covered Termination occurs (the “Pro-Rata Bonus”).

(iv) a fully vested and non-forfeitable interest in the Executive’s account balance in The Babcock & Wilcox Company Defined Contribution Restoration Plan and any successor thereto maintained by the Company, The Babcock & Wilcox Company Supplemental Executive Retirement Plan and any successor thereto maintained by the Company, and any other supplemental executive retirement plan maintained by B&W or the Company, and payable in accordance with the terms thereof;

(v) notwithstanding anything contained in the applicable equity plan or any individual grant agreements issued thereunder applicable to the Executive, but in all cases subject to any adjustments which may be made to equity compensation awards generally as of the Effective Date as a result of the Restructuring Transaction, upon the Date of Termination :

(A) all unvested equity compensation awards granted by B&W to the Executive on or prior to December 31, 2014 that the Executive holds as of immediately prior to the Date of Termination (“Pre-2015 Equity Awards”), shall vest in full, and, in the case of restricted stock or restricted stock units shall be settled within sixty (60) days after the Date of Termination; provided that (i) any such B&W equity compensation award which is performance-based will be settled only with respect to the number of shares earned based on achievement of actual performance through the applicable performance period, which settlement will occur at the same time as if the termination of employment had not occurred, (ii) any such B&W equity compensation award which is subject to Section 409A of the Code will be paid on a date earlier than is provided in the applicable award agreement to the extent necessary to avoid the imposition of tax penalties pursuant to Code Section 409A and (iii) for the avoidance of doubt, any Pre-2015 Equity Award that is a vested stock option that Executive holds as of the date of his Covered Termination (including for this purpose any such stock option which vests as a result of this provision) shall remain exercisable through the expiration of the original term of such stock option; and

(B) other than as described in the immediately following clause (C), all unvested equity compensation awards granted by B&W or the Company to the Executive on or after January 1, 2015 that the Executive holds as of

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immediately prior to the Date of Termination shall vest on a pro-rata basis, with the portion of such equity awards that shall become vested hereunder equal to the product of (x) a fraction, the numerator of which is equal to the number of days in the performance or service period applicable to such award during which the Executive was employed by the Company (including B&W as its predecessor entity, as applicable), and the denominator of which is the total number of days in such performance or service period and (y) the total number of shares of common stock subject to such performance- or service-vesting award to which the Executive would have become entitled to under such award; and in the case of such equity awards which are restricted stock or restricted stock units shall be settled within sixty (60) days after the Date of Termination; provided that (i) any such B&W equity compensation award which is performance-based will be settled only with respect to the pro-rata number of shares earned based on achievement of actual performance through the applicable performance period, which settlement will occur at the same time as if the termination of employment had not occurred, and (ii) any such B&W equity compensation award which is subject to Section 409A of the Code will be paid on a date earlier than is provided in the applicable award agreement to the extent necessary to avoid the imposition of tax penalties pursuant to Code Section 409A; and

(C) notwithstanding anything set forth above or in the Restructuring Transaction Retention Agreement by and among the Parties, dated as of November 5, 2014 (the “Retention Agreement”), the “Retention Incentive Grant” (as defined in the Retention Agreement), to the extent not vested on the Date of Termination, shall vest in full and be settled within sixty (60) days after the Date of Termination; and

(D) any equity compensation award issued by the Company to the Executive in respect of a B&W equity compensation award held by the Executive immediately prior to the completion of the Restructuring Transaction and as a result of the Restructuring Transaction, shall become vested to the same extent and in the same manner as the corresponding B&W equity compensation award pursuant to each of the immediately preceding clauses (A), (B) and (C), as applicable; and

(E) the benefits described in the immediately preceding clauses (A), (B), (C) and (D) shall be hereinafter referred to as the “Equity Acceleration Benefits”.

(vi) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or that the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).

(vii) a payment equal to three (3) times the full annual cost of coverage for medical, dental and vision benefits covering Executive and his covered dependents

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for the year in which the Date of Termination occurs, payable in a lump sum on the sixtieth (60th) day following the Date of Termination (such payment shall hereinafter be referred to as the “Health Care Benefit”).

Notwithstanding the foregoing provisions of Section 4, in the event that the Executive is a “specified employee” (within the meaning of Section 409A of the Code and with such classification to be determined in accordance with the methodology established by the applicable employer), amounts and benefits (other than the Accrued Obligations) that are deferred compensation (within the meaning of Section 409A of the Code) that would otherwise be payable or provided under Section 4(a)(i) during the six (6)-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed cash payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”), on the first business day which is more than six (6) months following the Date of Termination, or the Executive’s earlier death or “disability” (defined, for this purpose, in accordance with Section 409A of the Code).

(b) Death. If the Executive’s employment is terminated by reason of the Executive’s death during the Employment Period, this Agreement shall terminate without further obligations to the Executive’s legal representatives under this Agreement, other than payment of the Accrued Obligations, the Equity Acceleration Benefits, the Pro-Rata Bonus, the Other Benefits and the Health Care Benefit. The Accrued Obligations and the Health Care Benefit shall be paid to the Executive’s estate or beneficiary, as applicable, in a lump sum in cash within thirty (30) calendar days following the Date of Termination. The term “Other Benefits” as utilized in this Section 4(b) shall include death benefits as in effect on the date of the Executive’s death with respect to senior executives of the Company.

(c) Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment Period, the Company shall provide the Executive with the Accrued Obligations, the Equity Acceleration Benefits, the Pro-Rata Bonus, the Other Benefits and the Health Care Benefit. The Accrued Obligations and the Health Care Benefit shall be paid to the Executive in a lump sum in cash within thirty (30) calendar days following the Date of Termination. The term “Other Benefits” as utilized in this Section 4(c) shall include short-term and long-term disability benefits as in effect on the date of the Executive’s Disability with respect to senior executives of the Company.

(d) Cause; By the Executive Other Than for Good Reason. If the Executive’s employment shall be terminated by the Company for Cause, or the Executive’s employment shall be terminated by the Executive other than for Good Reason (other than at the end of the Initial Employment Period or an Extension Period following the Executive giving the Company a notice of nonrenewal in accordance with Section 1(b)), during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to provide the Executive with the Accrued Obligations and the Other Benefits; provided, however, that if the Executive’s employment shall be terminated for Cause, the term “Accrued Obligations” shall not be deemed to include the Executive’s unpaid Annual Bonus, if any, for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs. The Accrued Obligations shall be paid to the Executive in a lump sum in cash within thirty (30) calendar days following the Date of Termination.

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(e) Change in Control. The Change in Control Agreement by and among the Executive and B&W, dated as of November 8, 2013 and as amended effective as of November 5, 2014 by the Restructuring Transaction Retention Agreement between B&W and the Executive, dated as of November 5, 2014 (the “Change in Control Agreement”), as assumed by the Company in connection with the Restructuring Transaction, shall continue in full force and effect on and following the Effective Date, and shall govern in lieu of this Agreement in respect of a termination of the Executive’s employment which is a “Covered Termination” (as defined in the Change in Control Agreement).

(f) Non-exclusivity of Rights. Except as specifically provided herein, nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any plan, program, policy or practice provided by the Company and for which the Executive qualifies pursuant to its terms, nor shall anything herein limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company or any of its affiliated companies. Amounts that are vested benefits or that the Executive is otherwise entitled to receive pursuant to the terms of any plan, program, policy or practice of or any contract or agreement with the Company or any of its affiliated companies at or subsequent to the Date of Termination shall be payable in accordance with such plan, program, policy or practice or contract or agreement except as explicitly modified by this Agreement.

5. No Mitigation; No Offset. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, and such amounts shall not be reduced, regardless of whether the Executive obtains other employment.

6. Confidential Information and Intellectual Property Rights.

(a) Confidentiality and Non-Disclosure. The Executive acknowledges that pursuant to this Agreement, the Company agrees to provide to him Confidential Information (as defined below) and has previously provided him other such Confidential Information. In return for this and other consideration, provided under this Agreement, the Executive agrees that he will not, while employed by the Company or any affiliate and thereafter, disclose or make available to any other person or entity, or use for his own personal gain, any Confidential Information, except for such disclosures as required in the performance of his duties hereunder as may otherwise be required by law or legal process (in which case the Executive shall notify the Company of such legal or judicial proceeding as soon as practicable following his receipt of notice of such a proceeding, and permit the Company to seek to protect its interests and information).

(b) Return of Property. The Executive agrees that at the time of leaving his or her employ with the Company or an affiliate, he will deliver to the Company (and will not keep in his possession, recreate or deliver to anyone else) all Confidential Information as well as all other devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, customer or client lists or information, or any other documents or property (including all reproductions of the aforementioned items) belonging to the Company or any of its affiliates, regardless of whether such items were prepared by the Executive.

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(c) Definition of Confidential Information. “Confidential Information” means any and all information, data and knowledge that has been created, discovered, developed or otherwise become known to the Company or any of its affiliates or in which property rights have been assigned or otherwise conveyed to the Company or any of its affiliates, which information, data or knowledge has commercial value in the business in which the Company or any of its affiliates or ventures is engaged, except such information, data or knowledge as is or becomes known to the public without violation of the terms of this Agreement. By way of illustration, but not limitation, Confidential Information includes business trade secrets, secrets concerning the Company’s or any of its affiliate’s plans and strategies, nonpublic information concerning material market opportunities, technical trade secrets, processes, formulas, know-how, improvements, discoveries, developments, designs, inventions, techniques, marketing plans, manuals, records of research, reports, memoranda, computer software, strategies, forecasts, new products, unpublished financial information, projections, licenses, prices, costs, and employee, customer and supplier lists.

7. Non-Competition/Non-Solicitation.

(a) Non-Solicitation of Employees and Customers. For consideration provided under this Agreement including, but not limited to, the Company’s agreement to provide the Executive with Confidential Information, the Executive agrees that while employed by the Company or an affiliate and for twenty-four (24) months following a termination of the Executive’s employment for any reason, he shall not, without the prior written consent of the General Counsel of the Company, directly or indirectly, (i) hire or induce, entice or solicit (or attempt to induce, entice or solicit) any employee of the Company or any of its affiliates or ventures to leave the employment of the Company or any of its affiliates or ventures or (ii) solicit or attempt to solicit, in a manner competitive with the business of the Company, the business of any customer or acquisition prospect of the Company or any of its affiliates or ventures with whom the Executive had any actual contact or Confidential Information about while employed by the Company or an affiliate.

(b) Non-Competition. Additionally, for consideration provided under this Agreement including, but not limited to, the Company’s agreement to provide the Executive with Confidential Information, the Executive agrees that while employed by the Company or an affiliate and for twenty-four (24) months following a termination of the Executive’s employment for any reason, he will not, without the prior written consent of the General Counsel of the Company, acting alone or in conjunction with others, either directly or indirectly, engage in any business that is in competition with the Company or an affiliate or accept employment with or render services to such a business as an officer, agent, employee, independent contractor or consultant, or otherwise engage in activities that are in competition with the Company or an Affiliate. Notwithstanding the foregoing, the provisions of this Section 7(b) shall not be violated by the Executive being employed by, associating with or otherwise providing services to a subsidiary, division or unit of any entity where such entity has a subsidiary, division or unit (other than the subsidiary, division or unit with which the Executive is employed, associated with or otherwise provides services to) which is engaged in a business competitive with the Company so long as the Executive does not provide services or advice, with or without specific compensation, to the subsidiary, division or unit engaged in such competitive business.

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(c) Certain Limitations. The restrictions contained in this Section 8 are limited to areas or territories within the United States or in any foreign country where the Company or an affiliate engages (or has definite plans to engage) in operations or the marketing of its products or services at the time of the Executive’s termination.

(d) Consideration. The Executive acknowledges that these restrictive covenants under this Agreement, for which the Executive received valuable consideration from the Company as provided in this Agreement including, but not limited to, the Company’s agreement to provide the Executive with Confidential Information, are ancillary to otherwise enforceable provisions of this Agreement, that the consideration provided by the Company gives rise to the interest of each of the Company in restraining the Executive from competing and that the restrictive covenants are designed to enforce the Executive’s consideration or return promises under this Agreement. Additionally, the Executive acknowledges that these restrictive covenants contain limitations as to time, geographical area, and scope of activity to be restrained that are reasonable and do not impose a greater restraint than is necessary to protect the goodwill or other legitimate business interests of the Company, including, but not limited to, the Company’s need to protect its Confidential Information.

8. Successors. The Executive’s right to receive payments or benefits under this Agreement will not be assignable or transferable, whether by pledge, creation of a security interest or otherwise, whether voluntary, involuntary, by operation of law or otherwise, other than a transfer by will or by the laws of descent or distribution, and in the event of any attempted assignment or transfer contrary to this Section 9 the Company will have no liability to pay any amount so attempted to be assigned or transferred. This Agreement inures to the benefit of and is enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. On or prior to the Effective Date, B&W shall assign this Agreement to PGG, and shall cause PGG to assume this Agreement and all obligations of the employer hereunder; provided that B&W shall remain obligated in respect of the treatment of B&W equity compensation awards as described in Section 4.

9. Executive Representations. The Executive hereby warrants that he has the full authority to execute and enter into this Agreement and that his execution of this Agreement and commencement and performance of employment with the Company shall not contravene any obligations he may have to any prior employer. The Executive represents and warrants that he has disclosed to the Company all provisions in any agreements with his current and previous employers, if any, that purport to restrict his activities following employment with each such employer and that he is subject to no agreement or restriction that would limit his ability to execute and deliver this Agreement or serve in the capacities and fully perform the services contemplated herein.

10. Recoupment.

(a) In the event of a restatement of the Company’s consolidated financial statements that reduces previously reported net income or increases previously reported net loss, the Executive shall repay to the Company any portion of any bonus and other compensation received by the Executive, the grant of which was tied to the achievement of one or more specific financial targets, with respect to the period for which such financial statements are or

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will be restated, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof). In the event the Company is entitled to recoupment under this Section 11, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup hereunder, the Executive acknowledges and agrees that the Company shall have the right to (i) deduct the amount to be recouped hereunder from the compensation or other payments due to the Executive from the Company, or (ii) to take any other appropriate action to recoup such payments.

(b) The Executive acknowledges that the Company does not waive its right to seek recoupment of any bonuses and payments as described under this Section 11 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed by both the Company and the Executive.

(c) The rights contained in this Section 11 shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under the Dodd-Frank Wall Street Reform and Consumer Protection Act and any other Company recoupment policy or other agreement or arrangement with the Executive.

11. Section 280G of the Code. Pursuant to Section 4(e), Section 3 of the Change in Control Agreement shall govern in lieu of this Section 11 in respect of a termination of the Executive’s employment which is a “Covered Termination” (as defined in the Change in Control Agreement). Otherwise, with respect to any amount or benefit under this Agreement, including with respect to any other termination, notwithstanding anything in this Agreement to the contrary, if any amount or benefit to be paid or provided under this Agreement would be an “Excess Parachute Payment,” within the meaning of Section 280G of the Code, or any successor provision thereto, but for the application of this sentence, then the payments and benefits identified in the last sentence of this Section 11 to be paid or provided under this Agreement will be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an Excess Parachute Payment; provided, however, that no such reduction shall be made if it is not thereby possible to eliminate all Excess Parachute Payments under this Agreement; provided, however, that the foregoing reduction will be made only if and to the extent that such reduction would result in an increase in the aggregate payment and benefits to be provided, determined on an after-tax basis (taking into account the excise tax imposed pursuant to Section 4999 of the Code, or any successor provision thereto, any tax imposed by any comparable provision of state law, and any applicable federal, state and local income and employment taxes). Whether requested by Executive or the Company, the determination of whether any reduction in such payments or benefits to be provided under this Agreement or otherwise is required pursuant to the preceding sentence will be made at the expense of the Company by the Company’s independent accountants. The fact that Executive’s right to payments or benefits may be reduced by reason of the limitations contained in this Section 11 will not of itself limit or otherwise affect any other rights of the Executive other than pursuant to this Agreement. In the event that any payment or benefit

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intended to be provided under this Agreement or otherwise is required to be reduced pursuant to this Section 11, the Company will reduce the Executive’s payment and/or benefits, to the extent required, in the following order: (i) the lump sum payment provided under Section 4(a)(ii); (ii) the accelerated vesting of equity-based awards described in Section 4(a)(iii)(C) (including the corresponding Company equity-based awards, pursuant to Section 4(a)(iii)(D)); (iii) the accelerated vesting of equity-based awards described in Section 4(a)(iii)(A) (including the corresponding Company equity-based awards, pursuant to Section 4(a)(iii)(D)); and (iv) the accelerated vesting of equity-based awards described in Section 4(a)(iii)(B) (including the corresponding Company equity-based awards, pursuant to Section 4(a)(iii)(D)).

12. Miscellaneous.

(a) Governing Law. The validity, interpretation, construction and performance of this Agreement will be governed by and construed in accordance with the substantive laws of the State of Delaware, but without giving effect to the principles of conflict of laws of such State.

(b) Headings. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.

(c) Amendment. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(d) Merger. From and after the Effective Date, this Agreement shall supersede and replace any other written or oral employment agreement or understanding between the parties with respect to the subject matter hereof in effect immediately prior to the execution of this Agreement.

(e) Notices. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive:	E. James Ferland
If to the Company:	Babcock & Wilcox Power Generation Group, Inc.
	13024 Ballantyne Corporate Place
	Charlotte, NC 28277
	ATTENTION: General Counsel

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

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(f) Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(g) Withholding of Amounts. The Company may withhold from any amounts payable under this Agreement such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(h) No Waiver. The Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

(i) Survivability. Any provision of this Agreement that by its terms continues after the expiration of the Employment Period or the termination of the Executive’s employment shall survive in accordance with its terms.

(j) Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. The Company and the Executive mutually intend to structure the payments and benefits described in this Agreement, and the Executive’s other compensation, to be exempt from or to comply with the requirements of Section 409A of the Code to the extent applicable. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of the any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive’s estate within thirty (30) calendar days after the date of the Executive’s death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least ten (10) calendar days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive’s remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date). The Company may, in consultation with the Executive, modify this Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of this Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code.

[Remainder of page left intentionally blank]

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IN WITNESS WHEREOF, the Parties hereby execute this Agreement as of the day and year first above written.

THE BABCOCK & WILCOX COMPANY
	By:	/s/ Stephen G. Hanks
	Name:	Stephen G. Hanks
	Title:	Lead Independent Director
BABCOCK & WILCOX POWER GENERATION GROUP, INC.
	By:	/s/ James D. Canafax
	Name:	James D. Canafax
	Title:	Member, Board of Directors
		/s/ E. James Ferland
		E. JAMES FERLAND

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EX-10.15

Exhibit 10.15

FORM OF

RESTRUCTURING TRANSACTION RETENTION AGREEMENT

This Restructuring Transaction Retention Agreement (“Agreement”) is by and between The Babcock & Wilcox Company and                      (“Executive”), dated as of November 5, 2014 (the “Agreement Date”).

If the Company (as defined in Exhibit A to this Agreement), with the prior approval of the Board of Directors of the Company, engages in a transaction that results in the sale or other disposition of all or substantially all of the operations of either of its Subsidiaries, BWX Technologies, Inc. (“BWXT”) or Babcock & Wilcox Power Generation Group, Inc. (“PGG”, and each of BWXT and PGG, an “Operating Sub” and, together, the “Operating Subs”), whether by sale of the capital stock or assets of one or both of the Operating Subs, spinoff of one or both of the Operating Subs or otherwise (a “Restructuring Transaction”) with a Spin Effective Date (as defined in Exhibit A to this Agreement) that occurs prior to January 1, 2016, Executive shall be entitled to the Retention Incentive Grant (as defined below) under the circumstances set out below. In addition, if Executive’s employment is terminated under certain circumstances set out below prior to, on or following the Spin Effective Date, Executive will be entitled to the severance compensation and benefits set out below. The sale or disposition of less than 100% of the assets or stock of an Operating Sub shall not be considered a sale or other disposition of substantially all of the operations of such Operating Sub unless it is a sale or other disposition of at least 80% of the stock or assets of such Operating Sub. Terms that are capitalized (but not otherwise defined herein) are used as defined in Exhibit A to this Agreement.

The Company and Executive agree as follows:

1. RETENTION INCENTIVE GRANT: On such date as the Company sets the record date for the Restructuring Transaction, if Executive’s employment with the Company has not been terminated prior to such date, then the Company shall cause Executive to be granted either whole shares of restricted common stock of the Company (“Company Shares”) or restricted stock units covering Company Shares under the Company’s 2010 Long-Term Incentive Plan, as amended and restated February 25, 2014 (the “Retention Incentive Grant”), as follows:

(a) Number of Shares. The dollar amount of the Retention Incentive Grant will be equal to the product of (x) 1 and (y) the sum of Executive’s (1) Salary plus (2) the product of (A) the Salary and (B) the Target Bonus Percentage (such amount, the “Grant Date Value”¹). The number of Company Shares to be granted as the Retention Incentive Grant shall equal, rounded down to the nearest whole number of shares that is divisible by three (3): (i) the Grant Date Value, divided by (ii) the closing price of one Company Share, as applicable, on the third trading day following the third quarter release of earnings of the Company.

¹  The Grant Date Values in the agreements for Jenny Apker and J. Andre Hall are expressed as $600,000 and $217,500, respectively, rather than as a formula.

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(b) Vesting. Except as provided in Section 1(c) below, if, and only if, Executive remains continuously employed with the Company through the relevant vesting date, the Retention Incentive Grant will vest as follows: one-third (1/3rd) shall vest on the thirtieth (30th) day following the Spin Effective Date and two-thirds (2/3rd) shall vest on the first anniversary of the Spin Effective Date.

(c) Death or Disability. The Retention Incentive Grant shall vest in full upon Executive’s death or date of Separation from Service due to Disability that occurs prior to any vesting date described in Section 1(b); provided that Executive remains continuously employed with the Company through the date of death or date of Separation from Service due to Disability.

2. SEVERANCE BENEFITS: If Executive experiences a Covered Termination, he will be entitled to the payments and benefits set forth below; provided that the benefits described in Sections 2(b), (c), (d), (e) and (f) shall only be payable if Executive executes a waiver and release prepared by the Company, which releases the Company and its affiliates, directors, officers and other customary persons from any claim or liability arising out of or related to Executive’s employment with or termination of employment from the Company or any of its affiliates (except for amounts to which Executive is legally entitled pursuant to employee benefit plans, Executive’s right to enforce this Agreement and rights to insurance coverage or indemnification), and 12-month post-employment nondisparagement and noncompetition covenants (the “Release”), which Release is not revoked within the time period provided therein, and the executed Release is delivered to the Company no later than forty-five (45) days after the Covered Termination.

(a) Accrued Benefits. The Accrued Benefits, payable within sixty (60) days after the Covered Termination, or such earlier time as may be required by applicable law.

(b) SERP and Restoration Plan. As of the Covered Termination, a fully vested and non-forfeitable interest in Executive’s account balance in the SERP and the Restoration Plan, payable in accordance with the terms of SERP or the Restoration Plan, as applicable.

(c) Unvested Equity Awards. As of the Covered Termination, unless otherwise settled in accordance with the provisions of Section 4 of this Agreement and/or the plans and agreements referred to therein, a fully vested and non-forfeitable interest in any outstanding unvested equity awards granted on Company Shares on or prior to December 31, 2014 (the “Equity Awards”) (excluding for the avoidance of doubt the Retention Incentive Grant), to be vested and, in the case of restricted stock and restricted stock units, settled within the 60^th day after the Covered Termination; provided that no such Equity Award that is subject to Code Section 409A will be paid on a date earlier than is provided in the applicable Equity Award agreement to the extent necessary to avoid the

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imposition of tax penalties pursuant to Code Section 409A; and provided further that, subject to any adjustment(s) which may be made to the Equity Awards as of the Spin Effective Date as a result of the Restructuring Transaction (including without limitation pursuant to the applicable plan or award agreement pursuant to which the Equity Awards were granted, and/or the Company’s employee matters agreement executed in connection with the Restructuring Transaction), (i) any performance-based Equity Awards shall be settled assuming a target rate of performance applicable to such award, but (ii) any performance-based Equity Awards which at the time of grant had been designated as “performance-based compensation” within the meaning of Code Section 162(m) will be settled only with respect to the number of Company Shares earned based on achievement of actual performance through the applicable performance period, which settlement will occur at the same time as if the Covered Termination had not occurred. For the avoidance of doubt, any Equity Awards that are vested (including as a result of the foregoing provision) options to purchase Company Shares that Executive holds as of the date of his Covered Termination will remain exercisable through the expiration of the original term of such option.

(d) Severance Payment Based on Salary. An amount equal to 2 times the sum of Executive’s (x) Salary plus (y) the product of (1) Salary and (2) Target Bonus Percentage, paid in a lump sum in cash within sixty (60) days after the Covered Termination.

(e) Severance Payment Based on Bonus.

(1) Covered Termination Performance Year. An amount equal to the product of (A) Salary and (B) the Applicable Bonus Percentage, with the product of (A) and (B) prorated based on the number of days Executive was employed during the bonus year in which Executive’s Covered Termination occurs, paid in a lump sum in cash within sixty (60) days after the Covered Termination; but if the Covered Termination occurs in calendar year 2014 or 2016, such payment may be made not later than March 15 of the calendar year following the year in which the Covered Termination occurs.

(2) Prior Performance Year. If a bonus for the prior calendar year has not been paid under the Bonus Plan as of Executive’s Covered Termination, then Executive will be entitled to the actual amount of the bonus determined under the Bonus Plan for such prior calendar year (such amount to be determined without the exercise of any downward discretion), paid in a lump sum in cash at the same time such bonus is paid to other Bonus Plan participants.

(f) Health Care Benefits. An amount equal to three (3) times the full annual cost of coverage for medical, dental and vision benefits covering

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Executive and his covered dependents for the year in which Executive’s Covered Termination occurs, paid in a lump sum in cash within sixty (60) days after the Covered Termination.

In no event shall the benefits provided for in Sections 2(a), (d), (e) and (f) above or any payment provided for in (c) above that is not subject to Code Section 409A be paid later than March 15th of the calendar year immediately following the calendar year in which Executive’s Covered Termination occurs. For the avoidance of doubt, in the event of a Covered Termination, in no event shall Executive be eligible for or entitled to any other severance payments or benefits under any other severance plan, program or policy maintained by the Company or any of its Affiliates.

3. LIMITATION ON PAYMENTS AND BENEFITS: Subject to Section 4(a) of this Agreement, notwithstanding any provision of this Agreement to the contrary, if any amount or benefit to be paid or provided under this Agreement would be an “Excess Parachute Payment,” within the meaning of Section 280G of the Code, or any successor provision thereto, but for the application of this sentence, then the payments and benefits identified in the last sentence of this Section 3 to be paid or provided under this Agreement will be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an Excess Parachute Payment; provided, however, that no such reduction shall be made if it is not thereby possible to eliminate all Excess Parachute Payments under this Agreement; provided, however, that the foregoing reduction will be made only if and to the extent that such reduction would result in an increase in the aggregate payment and benefits to be provided, determined on an after-tax basis (taking into account the excise tax imposed pursuant to Section 4999 of the Code, or any successor provision thereto, any tax imposed by any comparable provision of state law, and any applicable federal, state and local income and employment taxes). Whether requested by Executive or the Company, the determination of whether any reduction in such payments or benefits to be provided under this Agreement or otherwise is required pursuant to the preceding sentence will be made at the expense of the Company by the Company’s independent accountants. The fact that Executive’s right to payments or benefits may be reduced by reason of the limitations contained in this Section 3 will not of itself limit or otherwise affect any other rights of Executive other than pursuant to this Agreement. In the event that any payment or benefit intended to be provided under this Agreement or otherwise is required to be reduced pursuant to this Section 3, the Company will reduce Executive’s payment and/or benefits, to the extent required, in the following order: (i) the lump sum payment provided under Section 2(d); (ii) the lump sum payment provided under Section 2(e)(1); (iii) the lump sum payment related to Health Care Benefits provided under Section 2(f); and (iv) the accelerated vesting of equity-based awards described in Section 2(c).

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4. CHANGE IN CONTROL:

(a) Executive Subject to Change in Control Agreement. In the event of a Change in Control, if Executive is party to a Change in Control Agreement with the Company, then, Executive’s Change in Control Agreement shall govern in lieu of this Agreement; in no event will Executive receive duplicate severance payments pursuant to Section 2 of this Agreement and Executive’s Change in Control Agreement, if any. In the event of a Change in Control, any Retention Incentive Grant that is outstanding and unvested at the time of a Covered Termination shall be immediately vested in full pursuant to Section 2(c) of the Change in Control Agreement upon the Covered Termination (as defined under the Change in Control Agreement).

(b) Executive Not Subject to Change in Control Agreement. In the event of a Change in Control, if Executive is not a party to a Change in Control Agreement with the Company, Executive shall continue to be covered under the provisions of this Agreement upon a Covered Termination, except any benefits Executive may be entitled to with respect to any equity-based compensation (including any Equity Awards) will be determined in accordance with the applicable plans and award agreements. In the event of any conflict between the terms of any such plans or award agreement and Section 2(c) of this Agreement, the terms of such plan or award agreement shall control. Notwithstanding the foregoing, in the event of a Change in Control, any Retention Incentive Grant that is outstanding and unvested shall be immediately vested in full upon Executive’s Covered Termination hereunder.

5. INTERNAL REVENUE CODE 409A:

(a) Compliance. It is the intent of the parties that the provisions of this Agreement either comply with Code Section 409A and the Treasury regulations and guidance issued thereunder or that one or more elements of compensation or benefits be exempt from Code Section 409A. Accordingly, the parties intend that this Agreement be interpreted and operated in a manner consistent with such requirements in order to avoid the application of penalty taxes under Code Section 409A to the extent reasonably practicable. The Company shall neither cause nor permit: (i) any payment, benefit or consideration to be substituted for a benefit that is payable under this Agreement if such action would result in the failure of any amount that is subject to Code Section 409A to comply with the applicable requirements of Code Section 409A; or (ii) any adjustments to any equity interest to be made in a manner that would result in the equity interest’s becoming subject to Code Section 409A unless, after such adjustment, the equity interest is in compliance with the requirements of Code Section 409A to the extent applicable. A Covered Termination shall constitute an “involuntary separation from service” for purposes of Code Section 409A.

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(b) Waiting Period for Specified Employees. Notwithstanding any provision of this Agreement to the contrary, if Executive is a “Specified Employee” (as that term is defined in Code Section 409A) as of Executive’s Covered Termination, then any amounts or benefits which are payable under this Agreement upon Executive’s “Separation from Service” (within the meaning of Code Section 409A), which are subject to the provisions of Code Section 409A and not otherwise exempt under Code Section 409A, and would otherwise be payable during the first six-month period following such Separation from Service, shall be paid on the first business day that (i) is at least six months after the date after Executive’s Covered Termination or (ii) follows Executive’s date of death, if earlier (the “Waiting Period”). The benefits in Sections 2(a), (d), (e) and (f) and certain of the benefits in Section 2(c) are intended to be exempt from Code Section 409A under the “short-term deferral exemption” and thus the Waiting Period is not intended to apply to such benefits.

6. CONFIDENTIALITY AND NON-DISCLOSURE: Executive acknowledges that pursuant to this Agreement, the Company agrees to provide to him Confidential Information and has previously provided him other such Confidential Information. In return for this and other consideration, provided under this Agreement, Executive agrees that he will not, while employed by the Company or any Affiliate and thereafter, disclose or make available to any other person or entity, or use for his own personal gain, any Confidential Information, except for such disclosures as required in the performance of his duties hereunder as may otherwise be required by law or legal process (in which case Executive shall notify the Company of such legal or judicial proceeding as soon as practicable following his receipt of notice of such a proceeding, and permit the Company to seek to protect its interests and information).

7. RETURN OF PROPERTY: Executive agrees that at the time of leaving his or her employ with the Company or an Affiliate, he will deliver to the Company (and will not keep in his possession, recreate or deliver to anyone else) all Confidential Information as well as all other devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, customer or client lists or information, or any other documents or property (including all reproductions of the aforementioned items) belonging to the Company or any of its Affiliates, regardless of whether such items were prepared by Executive.

8. NON-SOLICITATION:

(a) For consideration provided under this Agreement, including, but not limited to the Company’s agreement to provide Executive with Confidential Information regarding the Company and its respective

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businesses, Executive agrees that while employed by the Company or an Affiliate and for twelve (12) months following a Separation from Service during the term of this Agreement he shall not, without the prior written consent of the General Counsel of the Company, directly or indirectly, (i) hire or induce, entice or solicit (or attempt to induce, entice or solicit) any employee of the Company or any of its Affiliates or ventures to leave the employment of the Company or any of its Affiliates or ventures or (ii) solicit or attempt to solicit the business of any customer or acquisition prospect of the Company or any of its Affiliates or ventures with whom Executive had any actual contact or Confidential Information about while employed by the Company or an Affiliate.

(b) The restrictions contained in Section 8(a) are limited to areas or territories within the United States or in any foreign country where the Company or an Affiliate engages (or has definite plans to engage) in operations or the marketing of its products or services at the time of Executive’s Separation from Service.

(c) Executive acknowledges that these restrictive covenants under this Agreement, for which Executive received valuable consideration from the Company as provided in this Agreement, including, but not limited to the Company’s agreement to provide Executive with Confidential Information regarding the Company and its respective businesses, are ancillary to otherwise enforceable provisions of this Agreement, that the consideration provided by the Company gives rise to the interest of each of the Company in restraining Executive from competing and that the restrictive covenants are designed to enforce Executive’s consideration or return promises under this Agreement. Additionally, Executive acknowledges that these restrictive covenants contain limitations as to time, geographical area and scope of activity to be restrained that are reasonable and do not impose a greater restraint than is necessary to protect the goodwill or other legitimate business interests of the Company, including, but not limited to, the Company’s need to protect its Confidential Information.

9. NOTICES: For purposes of this Agreement, notices and all other communications must be in writing and will be deemed to have been given when personally delivered or when mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to Company:	The Babcock & Wilcox Company
	13024 Ballantyne Corporate Place, Ste. 700
	Charlotte, NC 28277
	ATTENTION: General Counsel

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If to Executive: Executive, at Executive’s most recent address on file with the Company

or to such other address as either party may furnish to the other in writing in accordance with this Section.

10. APPLICABLE LAW: The validity, interpretation, construction and performance of this Agreement will be governed by and construed in accordance with the substantive laws of the State of Delaware, but without giving effect to the principles of conflict of laws of such State.

11. SEVERABILITY: If any provision of this Agreement is determined to be invalid or unenforceable, then the invalidity or unenforceability of that provision will not affect the validity or enforceability of any other provision of this Agreement and all other provisions will remain in full force and effect.

12. WITHHOLDING OF TAXES: The Company may withhold from any payments under this Agreement all federal, state, local or other taxes as may be required pursuant to any law or governmental regulation or ruling. Executive acknowledges that other than the Company’s obligation to withhold and remit applicable income and/or employment taxes and pay its share of any applicable payroll taxes, Executive is solely responsible for any and all taxes, interest and penalties that may be imposed with respect to the payments and benefits provided under this Agreement.

13. NO ASSIGNMENT; SUCCESSORS: Executive’s right to receive payments or benefits under this Agreement will not be assignable or transferable, whether by pledge, creation of a security interest or otherwise, whether voluntary, involuntary, by operation of law or otherwise, other than a transfer by will or by the laws of descent or distribution, and in the event of any attempted assignment or transfer contrary to this Section 13 the Company will have no liability to pay any amount so attempted to be assigned or transferred. This Agreement inures to the benefit of and is enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

This Agreement is binding upon and inures to the benefit of the Company and its successors and assigns (including, without limitation, any company into or with which the Company may merge or consolidate and any Successor); and to the extent necessary, the Company may assign its obligations under this Agreement to Executive’s employer upon the occurrence of the Restructuring Transaction.

14. NUMBER AND GENDER: Wherever appropriate herein, words used in the singular will include the plural, the plural will include the singular, and the masculine gender will include the feminine gender.

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15. CONFLICTS: This Agreement constitutes the entire understanding of the parties with respect to its subject matter and supersedes any other agreement or other understanding, whether oral or written, express or implied, between them concerning, related to or otherwise in connection with, the subject matter hereof; provided that if Executive is a party to a Change in Control Agreement, the Change in Control Agreement shall apply in accordance with its terms as described herein.

16. AMENDMENT AND WAIVER: No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Executive and such officer as may be specifically designated by the Board. No waiver by any party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of this Agreement to be performed by any other party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

17. COUNTERPARTS: This Agreement may be executed in several counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same instrument.

18. TERM: This Agreement shall become effective on the Agreement Date and shall terminate on the earliest of: (a) December 31, 2015, but if the Spin Effective Date occurs prior to January 1, 2016, then the first anniversary of the Spin Effective Date; (b) the date a determination is made by the Board that a Restructuring Transaction will not occur; and (c) the date on which Executive’s employment with the Company and all Affiliates is terminated; provided that the terms of this Agreement which must survive the termination of this Agreement in order to be effectuated (including the provisions of Sections 1, 2, 6, 7 and 8) will in all events survive.

[Signatures on next page]

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THE BABCOCK & WILCOX COMPANY
By:
Name:	E. James Ferland
Title:	President and Chief Executive Officer
EXECUTIVE
By:
Name:	EMPLOYEE

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EXHIBIT A

DEFINITIONS

The following terms have the meanings set forth below.

“Accrued Benefits” shall mean:

i. Any portion of Executive’s Salary earned through the date of the Covered Termination and not yet paid;

ii. Reimbursement for any and all amounts advanced in connection with Executive’s employment for reasonable and necessary expenses incurred by Executive through the date of the Covered Termination in accordance with the Company’s policies and procedures on reimbursement of expenses;

iii. Any earned vacation pay not theretofore used or paid in accordance with the Company’s policy for payment of earned and unused vacation time;

iv. If executive participates in the Company’s financial planning services through AYCO on the date of the Covered Termination, such services through AYCO will continue until the earlier of June 30 of the calendar year following the calendar year in which a Covered Termination occurs or the date such program terminates for all similarly situated employees; and

v. All other payments and benefits to which Executive may be entitled under the terms of any applicable compensation arrangement or benefit plan or program of the Company that do not specify the time of distribution; provided that Accrued Benefits shall not include any entitlement to severance under any severance plan or policy of the Company.

“Affiliate” means an Affiliate of the Company within the meaning of Rule 12b-2 promulgated under Section 12 of the Exchange Act.

“Applicable Bonus Percentage” means: (i) if the Covered Termination occurs in calendar year 2014 or 2016, the percentage applicable to Executive to determine Executive’s actual bonus due under the applicable Bonus Plan in respect of such year and (ii) if the Covered Termination occurs in calendar year 2015, the Target Bonus Percentage for such year.

“Board” means the Board of Directors of the Company.

“Bonus Plan” means the Company’s Executive Incentive Compensation Plan or the Company’s Management Incentive Compensation Plan, as applicable to Executive, or any successor plan thereto.

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“Cause” means

(i) the willful and continued failure of Executive to perform substantially Executive’s duties with the Company or an Affiliate (occasioned by reason other than physical or mental illness or disability of Executive) after a written demand for substantial performance is delivered to Executive by the Compensation Committee of the Board or the Chief Executive Officer of the Company which specifically identifies the manner in which the Compensation Committee of the Board or the Chief Executive Officer believes that Executive has not substantially performed his duties, after which Executive shall have thirty days to defend or remedy such failure to substantially perform his duties;

(ii) the willful engaging by Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company; or

(iii) the conviction of Executive with no further possibility of appeal for, or plea of guilty or nolo contendere by Executive to, any felony.

The cessation of employment of Executive under subparagraph (i) and (ii) above shall not be deemed to be for “Cause” unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Compensation Committee of the Board of Directors of the Company at a meeting of such Committee called and held for such purpose (after reasonable notice is provided to Executive and he is given an opportunity, together with his counsel, to be heard before such Committee), finding that, in the good faith opinion of such Committee, Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail.

A “Change in Control” will be deemed to have occurred upon the occurrence of any of the following:

(a) 30% Ownership Change: Any Person, other than an ERISA-regulated pension plan established by the Company or an Affiliate, makes an acquisition of Outstanding Voting Stock and is, immediately thereafter, the beneficial owner of 30% or more of the then Outstanding Voting Stock, unless such acquisition is made directly from the Company in a transaction approved by a majority of the Incumbent Directors; or any group is formed that is the beneficial owner of 30% or more of the Outstanding Voting Stock (other than a group formation for the purpose of making an acquisition directly from the Company and approved (prior to such group formation) by a majority of the Incumbent Directors); or

(b) Board Majority Change: Individuals who are Incumbent Directors cease for any reason to constitute a majority of the members of the Board; or

(c) Major Mergers and Acquisitions: Consummation of a Business Combination unless, immediately following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Voting Stock immediately before such Business Combination

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beneficially own, directly or indirectly, more than 51% of the then outstanding shares of voting stock of the parent corporation resulting from such Business Combination in substantially the same relative proportions as their ownership, immediately before such Business Combination, of the Outstanding Voting Stock, (ii) if the Business Combination involves the issuance or payment by the Company of consideration to another entity or its shareholders, the total fair market value of such consideration plus the principal amount of the consolidated long-term debt of the entity or business being acquired (in each case, determined as of the date of consummation of such Business Combination by a majority of the Incumbent Directors) does not exceed 50% of the sum of the fair market value of the Outstanding Voting Stock plus the principal amount of the Company’s consolidated long-term debt (in each case, determined immediately before such consummation by a majority of the Incumbent Directors), (iii) no Person (other than any corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of the then outstanding shares of voting stock of the parent corporation resulting from such Business Combination and (iv) a majority of the members of the board of directors of the parent corporation resulting from such Business Combination were Incumbent Directors of the Company immediately before consummation of such Business Combination; or

(d) Major Asset Dispositions: Consummation of a Major Asset Disposition unless, immediately following such Major Asset Disposition, (i) individuals and entities that were beneficial owners of the Outstanding Voting Stock immediately before such Major Asset Disposition beneficially own, directly or indirectly, more than 70% of the then outstanding shares of voting stock of the Company (if it continues to exist) and of the entity that acquires the largest portion of such assets (or the entity, if any, that owns a majority of the outstanding voting stock of such acquiring entity) and (ii) a majority of the members of the Board (if it continues to exist) and of the entity that acquires the largest portion of such assets (or the entity, if any, that owns a majority of the outstanding voting stock of such acquiring entity) were Incumbent Directors of the Company immediately before consummation of such Major Asset Disposition.

For purposes of the definition of a “Change in Control”,

(1) “Person” means an individual, entity or group;

(2) “group” is used as it is defined for purposes of Section 13(d)(3) of the Exchange Act;

(3) “beneficial owner” is used as it is defined for purposes of Rule 13d-3 under the Exchange Act;

(4) “Outstanding Voting Stock” means outstanding voting securities of the Company entitled to vote generally in the election of directors; and any specified percentage or portion of the Outstanding Voting Stock (or of other voting stock) is determined based on the combined voting power of such securities;

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(5) “Incumbent Director” means a director of the Company (x) who was a director of the Company on the effective date of this Agreement or (y) who becomes a director after such date and whose election, or nomination for election by the Company’s shareholders, was approved by a vote of a majority of the Incumbent Directors at the time of such election or nomination, except that any such director will not be deemed an Incumbent Director if his or her initial assumption of office occurs as a result of an actual or threatened election contest or other actual or threatened solicitation of proxies by or on behalf of a Person other than the Board;

(6) “election contest” is used as it is defined for purposes of Rule 14a-11 under the Exchange Act;

(7) “Business Combination” means

(x) a merger or consolidation involving the Company or its stock or

(y) an acquisition by the Company, directly or through one or more Subsidiaries, of another entity or its stock or assets;

(8) “parent corporation resulting from a Business Combination” means the Company if its stock is not acquired or converted in the Business Combination and otherwise means the entity which as a result of such Business Combination owns the Company or all or substantially all the Company’s assets either directly or through one or more Subsidiaries; and

(9) “Major Asset Disposition” means the sale or other disposition in one transaction or a series of related transactions of 70% or more of the assets of the Company and its Subsidiaries on a consolidated basis; and any specified percentage or portion of the assets of the Company will be based on fair market value, as determined by a majority of the Incumbent Directors.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company” means The Babcock & Wilcox Company and any Successors, including, following a Restructuring Transaction, BWXT or PGG, as applicable.

“Confidential Information” means any and all information, data and knowledge that has been created, discovered, developed or otherwise become known to the Company or any of its Affiliates or in which property rights have been assigned or otherwise conveyed to the Company or any of its Affiliates, which information, data or knowledge has commercial value in the business in which the Company or any of its Affiliates or ventures is engaged, except such information, data or knowledge as is or becomes known to the public without violation of the

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terms of this Agreement. By way of illustration, but not limitation, Confidential Information includes business trade secrets, secrets concerning the Company’s or any of its Affiliate’s plans and strategies, nonpublic information concerning material market opportunities, technical trade secrets, processes, formulas, know-how, improvements, discoveries, developments, designs, inventions, techniques, marketing plans, manuals, records of research, reports, memoranda, computer software, strategies, forecasts, new products, unpublished financial information, projections, licenses, prices, costs, and employee, customer and supplier lists.

“Covered Termination” means, prior to the first anniversary of the Spin Effective Date of a Restructuring Transaction occurring during the term of this Agreement, there occurs a termination of Executive’s employment (such that Executive ceases to be employed by the Company or an Affiliate) that is a “Separation from Service” (as defined in Code Section 409A and the Treasury regulations and guidance issued thereunder) (i) by the Company or an Affiliate for a reason other than Cause or other than Executive’s Disability or (ii) by Executive for Good Reason.

“Disability” means circumstances which would qualify Executive for long term disability benefits under the Company’s Long Term Disability Plan, whether or not Executive is covered under such plan.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Good Reason” means any one or more of the following events which occurs prior to the first anniversary of the Spin Effective Date of a Restructuring Transaction:

(a) a material diminution in the duties or responsibilities of Executive from those applicable immediately before the Agreement Date; [prior to the Spin Effective Date, a material diminution in the duties or responsibilities of Executive from those applicable immediately before the Agreement Date, but on and after the Spin Effective Date, a material diminution in the duties or responsibilities of Executive from those applicable immediately after the Spin Effective Date;]² but, for the avoidance of doubt, if Executive has a position with either the Company or a Successor and, in either case, the employer is publicly traded, a material diminution in position, authority, duties or responsibilities will not have occurred if Employee has a position, authority, duties and responsibilities substantially the same as those attendant to Employee’s position with the Company immediately prior to the Agreement Date (notwithstanding that the business operations of the Company or such Successor may be smaller or less complex);

(b) a material reduction in Executive’s annual Salary as in effect immediately before the Agreement Date or as the same may be increased from time to time thereafter; [prior to the Spin Effective Date, a material reduction in Executive’s annual rate of base salary as of the Agreement Date, but on and after the Spin Effective Date, a material reduction in Executive’s annual rate of base salary as of the Spin Effective Date, as the same may be increased from time to time thereafter;]³

²  Only the agreement for Ms. Jenny Apker contains the language in brackets.

³  Only the agreement for Ms. Jenny Apker contain the language in brackets.

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(c) the failure by the Company to continue in effect any compensation plan in which Executive participates immediately before the Agreement Date which is material to Executive’s total compensation, unless a comparable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue Executive’s participation therein (or in such substitute or alternative plan) on a basis not materially less favorable than existed immediately before the Agreement Date, unless the action by the Company applies to all similarly situated employees;

(d) the failure by the Company to continue to provide Executive with material benefits in the aggregate that are substantially similar to those enjoyed by Executive under any of the Company’s (or its Affiliates’) pension, savings, life insurance, medical, health and accident, or disability plans in which Executive was participating immediately before the Agreement Date if such benefits are material to Executive’s total compensation, the taking of any other action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Executive of any fringe benefit enjoyed by Executive at the time of the Agreement Date if such fringe benefit is material to Executive’s total compensation, unless the action by the Company applies to all similarly situated employees; or

(e) a change in the location of Executive’s principal place of employment with the Company by more than 50 miles from the location where Executive was principally employed as of the Agreement Date without Executive’s consent.

If any of the events described above occurs prior to the first anniversary of a Restructuring Transaction (an “Event”), Executive shall give the Company written notice (the “Executive Notice”) within 60 days following Executive’s knowledge of an Event that Executive intends to terminate employment as a result. The Company shall have 30 days following receipt of the Executive Notice in which to cure the Event. If the Company does not take such action within that time, the Event shall constitute Good Reason. If Executive does not provide the Executive Notice within 60 days as required above, then the Event shall not constitute Good Reason, and thereafter, for purposes of determining whether Executive has Good Reason, Executive’s terms and conditions of employment after the occurrence of the Event shall be substituted for those terms and conditions of Executive’s employment in effect immediately prior to the date of this Agreement.

“Restoration Plan” means The Babcock & Wilcox Company Defined Contribution Restoration Plan, or any similar plan offered by a Successor, as in effect on the Covered Termination.

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“Salary” means Executive’s annual rate of base salary: (a) for purposes of Section 1, as in effect on the record date of the Restructuring Transaction; and (b) for purposes of Section 2, as in effect immediately before the Covered Termination or, if higher, in effect immediately before the first Event constituting Good Reason.

“SERP” means The Babcock & Wilcox Company Supplemental Executive Retirement Plan, or any supplemental executive retirement plan offered by a Successor, as in effect on the date of the Covered Termination.

“Spin Effective Date” means, with respect to a Restructuring Transaction, the effective date of date of the consummation of the spinoff or split off (i.e., the date shares of the Subsidiary subject to the spinoff or split off are first distributed to the Company’s stockholders) or sale (i.e., the closing date for the sale) that results in the completion of the Restructuring Transaction.

“Subsidiary” means every corporation, limited liability company, partnership or other entity of which 50% or more of the total combined voting power of all classes of voting securities or other equity interests is owned, directly or indirectly, by The Babcock and Wilcox Company or, upon and following a Restructuring Transaction, by the Successor.

“Successor” means an entity that has acquired the Company or an Operating Sub in a Change in Control, or an Operating Sub that is sold off or spun off to the stockholders of the Company in a Restructuring Transaction.

“Target Bonus Percentage” means the percentage applicable to Executive to determine Executive’s target incentive award opportunity under the Bonus Plan applicable to Executive: (a) for purposes of Section 1, as in effect for the bonus year in which the Restructuring Transaction occurs; and (b) for purposes of Section 2, as in effect immediately before the Covered Termination or, if higher, immediately before the first Event constituting Good Reason.

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EX-10.16

Exhibit 10.16

RESTRUCTURING TRANSACTION RETENTION AGREEMENT

This Restructuring Transaction Retention Agreement (“Agreement”) is by and between The Babcock & Wilcox Company and James Ferland (“Executive”), dated as of November 5, 2014 (the “Agreement Date”).

If the Company (as defined in Exhibit A to this Agreement), with the prior approval of the Board of Directors of the Company, engages in a transaction that results in the sale or other disposition of all or substantially all of the operations of either of its Subsidiaries, BWX Technologies, Inc. (“BWXT”) or Babcock & Wilcox Power Generation Group, Inc., (“PGG”, and each of BWXT and PGG, an “Operating Sub” and, together, the “Operating Subs”), whether by sale of the capital stock or assets of one or both of the Operating Subs, spinoff of one or both of the Operating Subs or otherwise (a “Restructuring Transaction”), with a Spin Effective Date (as defined in Exhibit A to this Agreement) that occurs prior to January 1, 2016, Executive shall be entitled to each of the Retention Incentive Grant and Special Cash Retention Award (each as defined below) under the circumstances set out below. In addition, if Executive’s employment is terminated under certain circumstances set out below prior to the Spin Effective Date, Executive will be entitled to the severance compensation and benefits set out below. The sale or disposition of less than 100% of the assets or stock of an Operating Sub shall not be considered a sale or other disposition of substantially all of the operations of such Operating Sub, unless it is a sale or other disposition of at least 80% of the stock or assets of such Operating Sub. As of the date hereof, The Babcock & Wilcox Company, PGG and Executive also have entered into an Employment Agreement, to be effective as of the Spin Effective Date, which provides for Executive’s employment by PGG on and after the Spin Effective Date (the “Employment Agreement”) which, in certain circumstances described below, supersedes this Agreement on and following the Spin Effective Date. Reference is also made herein to the Change in Control Agreement between Executive and the Company, dated November 8, 2013 (the “Change in Control Agreement”) which, in certain circumstances described below, supersedes this Agreement on and following a Change in Control (as defined in Exhibit A to this Agreement). Terms that are capitalized (but not otherwise defined herein) are used as defined in Exhibit A to this Agreement.

The Company and Executive agree as follows:

1. CASH RETENTION AWARD: Executive is hereby granted a cash retention award (the “Cash Retention Award”) as follows:

(a) Amount of Cash Retention Award. The amount of the Cash Retention Award shall be equal to the product of (x) two (2) and (y) the sum of Executive’s annual rate of base salary in effect as of the Agreement Date, plus Executive’s target incentive award opportunity under the Bonus Plan for the bonus year in which the Agreement Date occurs.

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(b) Vesting and Payment. Except as provided in Sections 1(c), (d) and (e) below, if, and only if, Executive remains continuously employed with the Company through the relevant vesting dates, fifty percent (50%) of the Cash Retention Award shall vest and be paid on the second anniversary of the Spin Effective Date, and the remaining fifty percent (50%) of the Cash Retention Award shall vest and be paid on the third anniversary of the Spin Effective Date.

(c) Death or Disability. Any unpaid portion of the Cash Retention Award shall vest and be paid in full upon Executive’s death or Disability provided that Executive remains continuously employed by the Company through the date of death or last date of employment due to Disability.

(d) Covered Termination under this Agreement; Certain Terminations of Employment under the Employment Agreement. Fifty percent (50%) of the Cash Retention Award shall vest and be immediately paid upon the date of Executive’s Separation from Service if: (i) prior to the Spin Effective Date, such Separation from Service is under circumstances pursuant to which Executive is entitled to receive severance payments under Section 3 of this Agreement; and (ii) on or after the Spin Effective Date and prior to the third anniversary thereof, such Separation from Service is under circumstances pursuant to which Executive is entitled to receive severance payments under Section 4(a) of the Employment Agreement (other than in a case of a non-renewal of the Employment Agreement by Executive pursuant to the provisions of Section 1(b) of the Employment Agreement) (in each such case of clauses (i) and (ii), subject to Executive’s satisfaction of any conditions to receive such severance payments provided in the applicable document).

(e) Change in Control. Any unpaid portion of the Cash Retention Award shall vest and be paid immediately upon a Change in Control which occurs on or following the Spin Effective Date.

2. RETENTION INCENTIVE GRANT: On such date as the Company sets the record date for the Restructuring Transaction, if Executive’s employment with the Company has not been terminated prior to such date, then the Company shall cause Executive to be granted either whole shares of restricted common stock of the Company (“Company Shares”) or restricted stock units covering Company Shares under the Company’s 2010 Long-Term Incentive Plan, as amended and restated February 25, 2014 (the “Retention Incentive Grant”), as follows:

(a) Number of Shares. The number of Company Shares granted as the Retention Incentive Grant shall equal, rounded down to the nearest whole number of shares that is divisible by three (3), (x) the product of (A) 1.5 and (B) the sum of Executive’s annual rate of base salary in effect as of the Agreement Date, plus Executive’s target incentive award opportunity under the Bonus Plan for the bonus year in which the Restructuring

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Transaction occurs, divided by (y) the closing price of one Company Share, as applicable, on the third trading day following the third quarter release of earnings of the Company.

(b) Vesting. Except as provided in Section 2(c) below, or in any employment or other agreement between the Company or an Operating Sub and Executive (including without limitation the Change in Control Agreement), if, and only if, Executive remains continuously employed with the Company through the relevant vesting date, the Retention Incentive Grant will vest as follows: one-third (1/3^rd) shall vest on the thirtieth (30^th) day following the Spin Effective Date and the remaining two-thirds (2/3^rds) shall vest on the first anniversary of the Spin Effective Date.

(c) Death or Disability. The Retention Incentive Grant shall vest in full upon Executive’s death or date of Separation from Service due to Disability that occurs prior to any vesting date described in Section 2(b); provided that Executive remains continuously employed by the Company through the date of death or date of Separation from Service due to Disability.

3. SEVERANCE BENEFITS: If Executive experiences a Covered Termination prior to the Spin Effective Date, he will be entitled to the payments and benefits set forth below; provided that the benefits described in Sections 3(b), (c), (d), (e) and (f) shall only be payable if Executive executes a waiver and release prepared by the Company, which releases the Company and its affiliates, directors, officers and other customary persons from any claim or liability arising out of or related to Executive’s employment with or termination of employment from the Company or any of its affiliates (except for amounts to which Executive is legally entitled pursuant to employee benefit plans, Executive’s right to enforce this Agreement and rights to insurance coverage or indemnification), and which contains a nondisparagement covenant (the “Release”), which Release is not revoked within the time period provided therein, and the executed Release is delivered to the Company no later than forty-five (45) days after the Covered Termination.

(a) Accrued Benefits. The Accrued Benefits, payable within sixty (60) days after the Covered Termination, or such earlier time as may be required by applicable law.

(b) SERP and Restoration Plan. As of the Covered Termination, a fully vested and non-forfeitable interest in Executive’s account balance in the SERP and the Restoration Plan, payable in accordance with the terms of SERP or the Restoration Plan, as applicable.

(c) Unvested Equity Awards. As of the Covered Termination, a fully vested and non-forfeitable interest in any outstanding unvested equity awards granted on Company Shares on or prior to December 31, 2014 (the “Equity Awards”) (excluding for the avoidance of doubt the Retention

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Incentive Grant), to be vested and in the case of restricted stock and restricted stock units settled within the 60^th day after the Covered Termination; provided that no such Equity Award that is subject to Code Section 409A will be paid on a date earlier than is provided in the applicable Equity Award agreement to the extent necessary to avoid the imposition of tax penalties pursuant to Code Section 409A; and provided further that, subject to any adjustment(s) which may be made to the Equity Awards as of the Spin Effective Date as a result of the Restructuring Transaction (including without limitation pursuant to the applicable plan or award agreement pursuant to which the Equity Awards were granted, and/or the Company’s employee matters agreement executed in connection with the Restructuring Transaction), any performance-based Equity Awards shall be settled only with respect to the number of Company Shares earned based on achievement of actual performance through the applicable performance period, which settlement shall occur at the same time as if the Covered Termination had not occurred. For the avoidance of doubt, any Equity Award that is a vested stock option that Executive holds as of the date of the his Covered Termination (including for this purpose any such stock option which vests as a result of the preceding sentence) will remain exercisable through the expiration of the original term of such stock option.

(d) Severance Payment Based on Salary. An amount equal to the product of (x) 2.5 and (y) the sum of Executive’s (1) Salary plus (2) the product of (A) the Target Bonus Percentage and (B) Salary, with such total amount paid in a lump sum in cash within sixty (60) days after the Covered Termination.

(e) Severance Payment Based on Bonus.

(1) Covered Termination Performance Year. An amount equal to the product of (A) Executive’s Salary and (B) the Applicable Bonus Percentage, with the product of (A) and (B) prorated based on the number of days Executive was employed during the bonus year in which Executive’s Covered Termination occurs, paid in a lump sum in cash within sixty (60) days after the Covered Termination; provided that if the Covered Termination occurs in calendar year 2014, such payment shall be made at the same time as would have been the case had the Covered Termination not occurred.

(2) Prior Performance Year. If a bonus for the prior calendar year has not been paid under the Bonus Plan as of Executive’s Covered Termination, then Executive will be entitled to the actual amount of the bonus determined under the Bonus Plan for such prior calendar year (such amount to be determined without the exercise of any downward discretion), paid in a lump sum in cash at the same time such bonus is paid to other Bonus Plan participants.

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(f) Health Care Benefits. An amount equal to three (3) times the full annual cost of coverage for medical, dental and vision benefits covering Executive and his covered dependents for the year in which Executive’s Covered Termination occurs, paid in a lump sum in cash within sixty (60) days after the Covered Termination.

In no event shall the benefits provided for in Sections 3(a), (d), (e) and (f) above, or any payment provided for in (c) above that is not subject to Code Section 409A, be paid later than March 15th of the calendar year immediately following the calendar year in which Executive’s Covered Termination occurs. For the avoidance of doubt, in no event shall Executive be entitled to any severance benefits under the Company executive severance plan if Executive is entitled to severance benefits hereunder.

4. CHANGE IN CONTROL AGREEMENT: In the event of a Change in Control, Executive’s Change in Control Agreement, as amended by the following sentence, shall govern in lieu of this Agreement. Effective as of the Agreement Date, Section 2(d) of the Change in Control Agreement shall be deleted in its entirety and replaced with the following new provision (with defined terms in the new provision except as set forth therein having the meaning as set forth in the Change in Control Agreement):

“Severance Payment Based on Salary. An amount equal to one (1) times the sum of (i) Salary and (ii) Executive’s target award under the EICP for the year in which the Covered Termination occurs, in a lump sum in cash within sixty (60) days after the Covered Termination, provided that in the event of a Covered Termination occurring prior to record date of the Restructuring Transaction (as such term is defined in the Restructuring Transaction Retention Agreement entered into between the Company and Executive, dated as of November 5, 2014), such multiple shall be two-and-one-half (2 ¹⁄₂) instead of one (1).”

; provided, however, that, if a Spin Effective Date does not occur prior to January 1, 2016, the foregoing amendment shall be of no further force and effect, and the Change in Control Agreement shall continue in effect without regard to such amendment.

For the avoidance of doubt, in no event shall Executive receive duplicate severance payments or benefits pursuant to Section 3 of this Agreement and Executive’s Change in Control Agreement (or pursuant to the Employment Agreement); provided that (i) Executive shall be entitled to the benefit provided in Section 1(e) of this Agreement, to the extent applicable and (ii) any Retention Incentive Grant that is outstanding and unvested shall be immediately vested in full pursuant to Section 2(c) of the Change in Control Agreement upon a Covered Termination (as defined under the Change in Control Agreement).

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5. INTERNAL REVENUE CODE 409A:

(a) Compliance. It is the intent of the parties that the provisions of this Agreement either comply with Code Section 409A and the Treasury regulations and guidance issued thereunder or that one or more elements of compensation or benefits be exempt from Code Section 409A. Accordingly, the parties intend that this Agreement be interpreted and operated in a manner consistent with such requirements in order to avoid the application of penalty taxes under Code Section 409A to the extent reasonably practicable. The Company shall neither cause nor permit: (i) any payment, benefit or consideration to be substituted for a benefit that is payable under this Agreement if such action would result in the failure of any amount that is subject to Code Section 409A to comply with the applicable requirements of Code Section 409A; or (ii) any adjustments to any equity interest to be made in a manner that would result in the equity interest’s becoming subject to Code Section 409A unless, after such adjustment, the equity interest is in compliance with the requirements of Code Section 409A to the extent applicable. A Covered Termination shall constitute an “involuntary separation from service” for purposes of Code Section 409A.

(b) Waiting Period for Specified Employees. Notwithstanding any provision of this Agreement to the contrary, if Executive is a “Specified Employee” (as that term is defined in Code Section 409A) as of Executive’s Covered Termination, then any amounts or benefits which are payable under this Agreement upon Executive’s “Separation from Service” (within the meaning of Code Section 409A), which are subject to the provisions of Code Section 409A and not otherwise exempt under Code Section 409A, and would otherwise be payable during the first six-month period following such Separation from Service, shall be paid on the first business day that (i) is at least six months after the date after Executive’s Covered Termination or (ii) follows Executive’s date of death, if earlier (the “Waiting Period”). The benefits in Sections 3(a), (d), (e) and (f) and certain of the benefits in Section 3(c) are intended to be exempt from Code Section 409A under the “short-term deferral exemption” and thus the Waiting Period is not intended to apply to such benefits.

6. CONFIDENTIALITY AND NON-DISCLOSURE: Executive acknowledges that pursuant to this Agreement, the Company agrees to provide to him Confidential Information and has previously provided him other such Confidential Information. In return for this and other consideration, provided under this Agreement, Executive agrees that he will not, while employed by the Company or any Affiliate and thereafter, disclose or make available to any other person or entity, or use for his own personal gain, any Confidential Information, except for such disclosures as required in the performance of his duties hereunder as may otherwise be required by law or legal process (in which case Executive shall notify the Company of such legal or judicial proceeding as soon as practicable following his receipt of notice of such a proceeding, and permit the Company to seek to protect its interests and information).

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7. RETURN OF PROPERTY: Executive agrees that at the time of leaving his or her employ with the Company or an Affiliate, he will deliver to the Company (and will not keep in his possession, recreate or deliver to anyone else) all Confidential Information as well as all other devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, customer or client lists or information, or any other documents or property (including all reproductions of the aforementioned items) belonging to the Company or any of its Affiliates, regardless of whether such items were prepared by Executive.

8. NON-SOLICITATION AND NON-COMPETITION:

(a) For consideration provided under this Agreement, including, but not limited to the Company’s agreement to provide Executive with Confidential Information regarding the Company and its respective businesses, Executive agrees that while employed by the Company or an Affiliate and for twenty-four (24) months following any Separation from Service during the term of this Agreement he shall not, without the prior written consent of the General Counsel of the Company, directly or indirectly, (i) hire or induce, entice or solicit (or attempt to induce, entice or solicit) any employee of the Company or any of its Affiliates or ventures to leave the employment of the Company or any of its Affiliates or ventures or (ii) solicit or attempt to solicit, in a manner competitive with the business of the Company, the business of any customer or acquisition prospect of the Company or any of its Affiliates or ventures with whom Executive had any actual contact or Confidential Information about while employed by the Company or an Affiliate.

(b) Additionally, for consideration provided under this Agreement, including, but not limited to the Company’s agreement to provide Executive with Confidential Information regarding the Company and its respective businesses, Executive agrees that while employed by the Company or an Affiliate and for twenty-four (24) months following any Separation from Service during the term of this Agreement he will not, without the prior written consent of the General Counsel of the Company, acting alone or in conjunction with others, either directly or indirectly, engage in any business that is in competition with the Company or an Affiliate or accept employment with or render services to such a business as an officer, agent, employee, independent contractor or consultant, or otherwise engage in activities that are in competition with the Company or an Affiliate. Notwithstanding the foregoing, the provisions of this Section 8(b) shall not be violated by Executive being employed by, associating with or otherwise providing services to a subsidiary, division or unit of any entity where such entity has a subsidiary, division or unit (other than the

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subsidiary, division or unit with which Executive is employed, associated with or otherwise provides services to) which is engaged in a business competitive with the Company so long as Executive does not provide services or advice, with or without specific compensation, to the subsidiary, division or unit engaged in such competitive business.

(c) After a termination of employment, the restrictions contained in this Section 8 are limited to areas or territories within the United States or in any foreign country where the Company or an Affiliate engages (or has definite plans to engage) in operations or the marketing of its products or services at the time of a termination of employment.

(d) Executive acknowledges that these restrictive covenants under this Agreement, for which Executive received valuable consideration from the Company as provided in this Agreement, including, but not limited to the Company’s agreement to provide Executive with Confidential Information regarding the Company and its respective businesses, are ancillary to otherwise enforceable provisions of this Agreement, that the consideration provided by the Company gives rise to the interest of each of the Company in restraining Executive from competing and that the restrictive covenants are designed to enforce Executive’s consideration or return promises under this Agreement. Additionally, Executive acknowledges that these restrictive covenants contain limitations as to time, geographical area, and scope of activity to be restrained that are reasonable and do not impose a greater restraint than is necessary to protect the goodwill or other legitimate business interests of the Company, including, but not limited to, the Company’s need to protect its Confidential Information.

9. NOTICES: For purposes of this Agreement, notices and all other communications must be in writing and will be deemed to have been given when personally delivered or when mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to Company:	The Babcock & Wilcox Company
	13024 Ballantyne Corporate Place, Ste. 700
	Charlotte, NC 28277
	ATTENTION: General Counsel
If to Executive:	E. James Ferland

or to such other address as either party may furnish to the other in writing in accordance with this Section.

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10. APPLICABLE LAW: The validity, interpretation, construction and performance of this Agreement will be governed by and construed in accordance with the substantive laws of the State of Delaware, but without giving effect to the principles of conflict of laws of such State.

11. SEVERABILITY: If any provision of this Agreement is determined to be invalid or unenforceable, then the invalidity or unenforceability of that provision will not affect the validity or enforceability of any other provision of this Agreement and all other provisions will remain in full force and effect.

12. WITHHOLDING OF TAXES: The Company may withhold from any payments under this Agreement all federal, state, local or other taxes as may be required pursuant to any law or governmental regulation or ruling. Executive acknowledges that other than the Company’s obligation to withhold and remit applicable income and/or employment taxes and pay its share of any applicable payroll taxes, Executive is solely responsible for any and all taxes, interest and penalties that may be imposed with respect to the payments and benefits provided under this Agreement.

13. NO ASSIGNMENT; SUCCESSORS: Executive’s right to receive payments or benefits under this Agreement will not be assignable or transferable, whether by pledge, creation of a security interest or otherwise, whether voluntary, involuntary, by operation of law or otherwise, other than a transfer by will or by the laws of descent or distribution, and in the event of any attempted assignment or transfer contrary to this Section 13 the Company will have no liability to pay any amount so attempted to be assigned or transferred. This Agreement inures to the benefit of and is enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

This Agreement is binding upon and inures to the benefit of the Company and its successors and assigns (including, without limitation, any company into or with which the Company may merge or consolidate and any Successor); and to the extent necessary, the Company may assign its obligations under this Agreement to Executive’s employer upon the occurrence of the Restructuring Transaction.

14. NUMBER AND GENDER: Wherever appropriate herein, words used in the singular will include the plural, the plural will include the singular, and the masculine gender will include the feminine gender.

15. CONFLICTS: This Agreement constitutes the entire understanding of the parties with respect to its subject matter and supersedes any other agreement or other understanding, whether oral or written, express or implied, between them concerning, related to or otherwise in connection with, the subject matter hereof; provided that the Change in Control Agreement and the Employment Agreement shall apply in accordance with their terms as described in herein.

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16. AMENDMENT AND WAIVER: No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Executive and such officer as may be specifically designated by the Board. No waiver by any party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of this Agreement to be performed by any other party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

17. COUNTERPARTS: This Agreement may be executed in several counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same instrument.

18. TERM: This Agreement shall become effective on the Agreement Date and shall end on the earliest to occur of: (a) December 31, 2015, provided that if the Spin Effective Date occurs prior to January 1, 2016, the third anniversary date of the Spin Effective Date; (b) the date a determination is made by the Board that a Restructuring Transaction will not occur; and (c) the date on which Executive’s employment with the Company is terminated; provided that terms of this Agreement which must survive the termination of this Agreement in order to be effectuated (including the provisions of Sections 1, 3, 4, 6, 7 and 8) will in all events survive. For the avoidance of doubt, Section 3 shall become ineffective on the Spin Effective Date if Executive does not experience a Covered Termination prior to the Spin Effective Date.

[Signatures on next page]

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THE BABCOCK & WILCOX COMPANY
By:	/s/ Stephen G. Hanks
Name:	Stephen G. Hanks
Title:	Lead Independent Director
EXECUTIVE
By:	/s/ James Ferland
Name:	James Ferland

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EXHIBIT A

DEFINITIONS

The following terms have the meanings set forth below.

“Accrued Benefits” shall mean:

i. Any portion of Executive’s Salary earned through the date of the Covered Termination and not yet paid;

ii. Reimbursement for any and all amounts advanced in connection with Executive’s employment for reasonable and necessary expenses incurred by Executive through the date of the Covered Termination in accordance with the Company’s policies and procedures on reimbursement of expenses;

iii. Any earned vacation pay not theretofore used or paid in accordance with the Company’s policy for payment of earned and unused vacation time;

iv. If executive participates in the Company’s financial planning services through AYCO on the date of the Covered Termination, such services through AYCO will continue until the earlier of June 30 of the calendar year following the calendar year in which a Covered Termination occurs or the date such program terminates for all similarly situated employees; and

v. All other payments and benefits to which Executive may be entitled under the terms of any applicable compensation arrangement or benefit plan or program of the Company that do not specify the time of distribution; provided that Accrued Benefits shall not include any entitlement to severance under any severance plan or policy of the Company.

“Affiliate” means an Affiliate of the Company within the meaning of Rule 12b-2 promulgated under Section 12 of the Exchange Act.

“Applicable Bonus Percentage” means: (i) if the Covered Termination occurs in calendar year 2014, the percentage applicable to Executive to determine Executive’s actual bonus due under the applicable Bonus Plan in respect of such year and (ii) if the Covered Termination occurs in calendar year 2015, the Target Bonus Percentage for such year.

“Board” means the Board of Directors of the Company.

“Bonus Plan” means the Company’s Executive Incentive Compensation Plan or any successor plan thereto.

“Cause” means

(i) the willful and continued failure of Executive to perform substantially Executive’s duties with the Company or an Affiliate (occasioned by reason other than physical

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or mental illness or disability of Executive) after a written demand for substantial performance is delivered to Executive by the Board which specifically identifies the manner in which the Board believes that Executive has not substantially performed his duties, after which Executive shall have thirty days to defend or remedy such failure to substantially perform his duties;

(ii) the willful engaging by Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company; or

(iii) the conviction of Executive with no further possibility of appeal for, or plea of guilty or nolo contendere by Executive to, any felony.

The cessation of employment of Executive under subparagraph (i) and (ii) above shall not be deemed to be for “Cause” unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of Board of Directors of the Company at a meeting of the Board called and held for such purpose (after reasonable notice is provided to Executive and he is given an opportunity, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of such Board, Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail.

A “Change in Control” shall have the same meaning as in the Change in Control Agreement.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company” means The Babcock & Wilcox Company and any Successors, including, following a Restructuring Transaction, BWXT or PGG, as applicable.

“Confidential Information” means any and all information, data and knowledge that has been created, discovered, developed or otherwise become known to the Company or any of its Affiliates or in which property rights have been assigned or otherwise conveyed to the Company or any of its Affiliates, which information, data or knowledge has commercial value in the business in which the Company or any of its Affiliates or ventures is engaged, except such information, data or knowledge as is or becomes known to the public without violation of the terms of this Agreement. By way of illustration, but not limitation, Confidential Information includes business trade secrets, secrets concerning the Company’s or any of its Affiliate’s plans and strategies, nonpublic information concerning material market opportunities, technical trade secrets, processes, formulas, know-how, improvements, discoveries, developments, designs, inventions, techniques, marketing plans, manuals, records of research, reports, memoranda, computer software, strategies, forecasts, new products, unpublished financial information, projections, licenses, prices, costs, and employee, customer and supplier lists.

“Covered Termination” means, prior to the Spin Effective Date of a Restructuring Transaction occurring during the term of this Agreement, there occurs a termination of Executive’s employment (such that Executive ceases to be employed by the Company or an Affiliate) that is a “Separation from Service” (as defined in Code Section 409A and the Treasury regulations and guidance issued thereunder) (i) by the Company or an Affiliate for a reason other than Cause or Executive’s death or Disability or (ii) by Executive for Good Reason.

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“Disability” means circumstances which would qualify Executive for long term disability benefits under the Company’s Long Term Disability Plan, whether or not Executive is covered under such plan.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Good Reason” means any one or more of the following events:

(a) a material diminution in the duties or responsibilities of Executive from those applicable immediately before the Agreement Date;

(b) a reduction in Executive’s annual Salary or Target Bonus Percentage, in either such case as in effect immediately before the Agreement Date, but as the same may be increased (but not decreased) from time to time;

(c) the failure by the Company to continue in effect any compensation plan in which Executive participates immediately before the Agreement Date which is material to Executive’s total compensation, unless a comparable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue Executive’s participation therein (or in such substitute or alternative plan) on a basis not materially less favorable than existed immediately before the Agreement Date, unless the action by the Company applies to all similarly situated employees;

(d) the failure by the Company to continue to provide Executive with material benefits in the aggregate that are substantially similar to those enjoyed by Executive under any of the Company’s (or its Affiliates’) pension, savings, life insurance, medical, health and accident, or disability plans in which Executive was participating immediately before the Agreement Date if such benefits are material to Executive’s total compensation, the taking of any other action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Executive of any fringe benefit enjoyed by Executive at the time of the Agreement Date if such fringe benefit is material to Executive’s total compensation, unless the action by the Company applies to all similarly situated employees; or

(e) a change in the location of Executive’s principal place of employment with the Company by more than 50 miles from the location where Executive was principally employed as of the Agreement Date without Executive’s consent.

If any of the events described above occurs (an “Event”), Executive shall give the Company written notice (the “Executive Notice”) within 60 days following Executive’s knowledge of an Event that Executive intends to terminate employment as a result. The Company shall have 30

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days following receipt of Executive Notice in which to cure the Event. If the Company does not take such action within that time, the Event shall constitute Good Reason. If Executive does not provide Executive Notice within 60 days as required above, then the Event shall not constitute Good Reason, and thereafter, for purposes of determining whether Executive has Good Reason, Executive’s terms and conditions of employment after the occurrence of the Event shall be substituted for those terms and conditions of Executive’s employment in effect immediately prior to the date of this Agreement.

“Restoration Plan” means The Babcock & Wilcox Company Defined Contribution Restoration Plan, or any similar plan offered by a Successor, as in effect as of the Covered Termination.

“Salary” means Executive’s annual rate of base salary as in effect immediately before the Covered Termination or, if higher, in effect immediately before the first Event constituting Good Reason.

“SERP” means The Babcock & Wilcox Company Supplemental Executive Retirement Plan, or any supplemental executive retirement plan offered by a Successor, as in effect as of the Covered Termination.

“Spin Effective Date” means, with respect to a Restructuring Transaction, the effective date of date of the consummation of the spinoff or split off (i.e., the date shares of the Subsidiary subject to the spinoff or split off are first distributed to the Company’s stockholders) or sale (i.e., the closing date for the sale) that results in the completion of the Restructuring Transaction.

“Subsidiary” means every corporation, limited liability company, partnership or other entity of which 50% or more of the total combined voting power of all classes of voting securities or other equity interests is owned, directly or indirectly, by The Babcock and Wilcox Company or, upon and following a Restructuring Transaction, by the Successor.

“Successor” means an entity that has acquired the Company or an Operating Sub in a Change in Control, or an Operating Sub that is sold off or spun off to the stockholders of the Company in a Restructuring Transaction.

“Target Bonus Percentage” means the percentage applicable to Executive to determine Executive’s target incentive award opportunity under the Bonus Plan applicable to Executive in effect immediately before the Covered Termination or, if higher, in effect immediately before the first Event constituting Good Reason.

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EX-10.17

Exhibit 10.17

RESTRUCTURING TRANSACTION SEVERANCE AGREEMENT

This Restructuring Transaction Severance Agreement (“Agreement”) is by and between The Babcock & Wilcox Company and J. Randall Data (“Executive”), dated as of November 5, 2014 (the “Agreement Date”).

The Company (as defined in Exhibit A to this Agreement), with the prior approval of the Board of Directors of the Company, may engage in a transaction that results in the sale or other disposition of all or substantially all of the operations of either of its Subsidiaries, BWX Technologies, Inc. (“BWXT”) or Babcock & Wilcox Power Generation Group, Inc. (“PGG”, and each of BWXT and PGG, an “Operating Sub” and, together, the “Operating Subs”), whether by sale of the capital stock or assets of one or both of the Operating Subs, spinoff of one or both of the Operating Subs or otherwise (a “Restructuring Transaction”) with a Spin Effective Date (as defined in Exhibit A to this Agreement) to occur prior to January 1, 2016. If Executive’s employment is terminated under certain circumstances set out below prior to, on or following the Spin Effective Date, Executive will be entitled to the severance compensation and benefits set out below. The sale or disposition of less than 100% of the assets or stock of an Operating Sub shall not be considered a sale or other disposition of substantially all of the operations of such Operating Sub unless it is a sale or other disposition of at least 80% of the stock or assets of such Operating Sub. Terms that are capitalized (but not otherwise defined herein) are used as defined in Exhibit A to this Agreement.

The Company and Executive agree as follows:

1. SEVERANCE BENEFITS: If Executive experiences a Covered Termination, he will be entitled to the payments and benefits set forth below; provided that the benefits described in Sections 1(b), (c), (d), (e) and (f) shall only be payable if Executive executes a waiver and release in the form attached hereto as Exhibit B, which releases the Company and its affiliates, directors, officers and other customary persons from any claim or liability arising out of or related to Executive’s employment with or termination of employment from the Company or any of its affiliates (except for amounts to which Executive is legally entitled pursuant to employee benefit plans, Executive’s right to enforce this Agreement and rights to insurance coverage or indemnification), and 12-month post-employment nondisparagement and noncompetition covenants (the “Release”), which Release is not revoked within the time period provided therein, and the executed Release is delivered to the Company no later than forty-five (45) days after the Covered Termination.

(a) Accrued Benefits. The Accrued Benefits, payable within sixty (60) days after the Covered Termination, or such earlier time as may be required by applicable law.

(b) SERP and Restoration Plan. As of the Covered Termination, a fully vested and non-forfeitable interest in Executive’s account balance in the SERP and the Restoration Plan, payable in accordance with the terms of SERP or the Restoration Plan, as applicable.

(c) Unvested Equity Awards. As of the Covered Termination, unless otherwise settled in accordance with the provisions of Section 3 of this Agreement and/or the plans and agreements referred to therein, a fully vested and non-forfeitable interest in any outstanding unvested equity awards granted on shares of common stock of the Company (“Company Shares”) on or prior to December 31, 2014 (the “Equity Awards”), to be vested and, in the case of restricted stock and restricted stock units, settled within the 60^th day after the Covered Termination; provided that no such Equity Award that is subject to Code Section 409A will be paid on a date earlier than is provided in the applicable Equity Award agreement to the extent necessary to avoid the imposition of tax penalties pursuant to Code Section 409A; and provided further that, subject to any adjustment(s) which may be made to the Equity Awards as of the Spin Effective Date as a result of the Restructuring Transaction (including without limitation pursuant to the applicable plan or award agreement pursuant to which the Equity Awards were granted, and/or the Company’s employee matters agreement executed in connection with the Restructuring Transaction), (i) any performance-based Equity Awards shall be settled assuming a target rate of performance applicable to such award, but (ii) any performance-based Equity Awards which at the time of grant had been designated as “performance-based compensation” within the meaning of Code Section 162(m) will be settled only with respect to the number of Company Shares earned based on achievement of actual performance through the applicable performance period, which settlement will occur at the same time as if the Covered Termination had not occurred. For the avoidance of doubt, any Equity Awards that are vested (including as a result of the foregoing provision) options to purchase Company Shares that Executive holds as of the date of his Covered Termination will remain exercisable through the expiration of the original term of such option.

(d) Severance Payment Based on Salary. An amount equal to two times the sum of Executive’s (x) Salary plus (y) the product of (1) Salary and (2) Target Bonus Percentage, paid in a lump sum in cash within sixty (60) days after the Covered Termination.

(e) Severance Payment Based on Bonus.

(1) Covered Termination Performance Year. An amount equal to the product of (A) Salary and (B) the Applicable Bonus Percentage, with the product of (A) and (B) prorated based on the number of days Executive was employed during the bonus year in which Executive’s Covered Termination occurs, paid in a lump sum in

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cash within sixty (60) days after the Covered Termination; but if the Covered Termination occurs in calendar year 2014 or 2016, such payment may be made not later than March 15 of the calendar year following the year in which the Covered Termination occurs.

(2) Prior Performance Year. If a bonus for the prior calendar year has not been paid under the Bonus Plan as of Executive’s Covered Termination, then Executive will be entitled to the actual amount of the bonus determined under the Bonus Plan for such prior calendar year (such amount to be determined without the exercise of any downward discretion), paid in a lump sum in cash at the same time such bonus is paid to other Bonus Plan participants.

(f) Health Care Benefits. An amount equal to three (3) times the full annual cost of COBRA continuation coverage for the medical, dental and vision benefits elected by Executive for himself and his eligible dependents for the year in which Executive’s Covered Termination occurs, paid in a lump sum in cash within sixty (60) days after the Covered Termination.

In no event shall the benefits provided for in Sections 1(a), (d), (e) and (f) above or any payment provided for in (c) above that is not subject to Code Section 409A be paid later than March 15th of the calendar year immediately following the calendar year in which Executive’s Covered Termination occurs. For the avoidance of doubt, in the event of a Covered Termination, in no event shall Executive be eligible for or entitled to any other severance payments or benefits under any other severance plan, program or policy maintained by the Company or any of its Affiliates. The Company agrees that it will not terminate the employment of Executive for a reason other than Cause prior to August 1, 2015. In the event Executive’s employment is not terminated prior to December 31, 2015, his employment will automatically be terminated on December 31, 2015 and he will be entitled to the payments and benefits provided in this Section 1.

2. LIMITATION ON PAYMENTS AND BENEFITS: Subject to Section 3(a) of this Agreement, notwithstanding any provision of this Agreement to the contrary, if any amount or benefit to be paid or provided under this Agreement would be an “Excess Parachute Payment,” within the meaning of Section 280G of the Code, or any successor provision thereto, but for the application of this sentence, then the payments and benefits identified in the last sentence of this Section 2 to be paid or provided under this Agreement will be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an Excess Parachute Payment; provided, however, that no such reduction shall be made if it is not thereby possible to eliminate all Excess Parachute Payments under this Agreement; provided, however, that the foregoing reduction will be made only if and to the extent that such reduction would result in an increase in the aggregate payment and benefits to be provided, determined on an after-tax basis (taking into account the excise tax imposed pursuant to Section 4999 of the Code, or any successor

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provision thereto, any tax imposed by any comparable provision of state law, and any applicable federal, state and local income and employment taxes). Whether requested by Executive or the Company, the determination of whether any reduction in such payments or benefits to be provided under this Agreement or otherwise is required pursuant to the preceding sentence will be made at the expense of the Company by the Company’s independent accountants. The fact that Executive’s right to payments or benefits may be reduced by reason of the limitations contained in this Section 2 will not of itself limit or otherwise affect any other rights of Executive other than pursuant to this Agreement. In the event that any payment or benefit intended to be provided under this Agreement or otherwise is required to be reduced pursuant to this Section 2, the Company will reduce Executive’s payment and/or benefits, to the extent required, in the following order: (i) the lump sum payment provided under Section 1(d); (ii) the lump sum payment provided under Section 1(e)(1); (iii) the lump sum payment related to Health Care Benefits provided under Section 1(f); and (iv) the accelerated vesting of equity-based awards described in Section 1(c).

3. CHANGE IN CONTROL:

(a) Executive Subject to Change in Control Agreement. In the event of a Change in Control, if Executive is party to a Change in Control Agreement with the Company, then, Executive’s Change in Control Agreement shall govern in lieu of this Agreement; in no event will Executive receive duplicate severance payments pursuant to Section 1 of this Agreement and Executive’s Change in Control Agreement, if any.

(b) Executive Not Subject to Change in Control Agreement. In the event of a Change in Control, if Executive is not a party to a Change in Control Agreement with the Company, Executive shall continue to be covered under the provisions of this Agreement upon a Covered Termination, except any benefits Executive may be entitled to with respect to any equity-based compensation (including any Equity Awards) will be determined in accordance with the applicable plans and award agreements. In the event of any conflict between the terms of any such plans or award agreement and Section 1(c) of this Agreement, the terms of such plan or award agreement shall control.

4. INTERNAL REVENUE CODE 409A:

(a) Compliance. It is the intent of the parties that the provisions of this Agreement either comply with Code Section 409A and the Treasury regulations and guidance issued thereunder or that one or more elements of compensation or benefits be exempt from Code Section 409A. Accordingly, the parties intend that this Agreement be interpreted and operated in a manner consistent with such requirements in order to avoid the application of penalty taxes under Code Section 409A to the extent reasonably practicable. The Company shall neither cause nor permit: (i) any payment, benefit or consideration to be substituted for a benefit that is

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payable under this Agreement if such action would result in the failure of any amount that is subject to Code Section 409A to comply with the applicable requirements of Code Section 409A; or (ii) any adjustments to any equity interest to be made in a manner that would result in the equity interest’s becoming subject to Code Section 409A unless, after such adjustment, the equity interest is in compliance with the requirements of Code Section 409A to the extent applicable. A Covered Termination shall constitute an “involuntary separation from service” for purposes of Code Section 409A.

(b) Waiting Period for Specified Employees. Notwithstanding any provision of this Agreement to the contrary, if Executive is a “Specified Employee” (as that term is defined in Code Section 409A) as of Executive’s Covered Termination, then any amounts or benefits which are payable under this Agreement upon Executive’s “Separation from Service” (within the meaning of Code Section 409A), which are subject to the provisions of Code Section 409A and not otherwise exempt under Code Section 409A, and would otherwise be payable during the first six-month period following such Separation from Service, shall be paid on the first business day that (i) is at least six months after the date after Executive’s Covered Termination or (ii) follows Executive’s date of death, if earlier (the “Waiting Period”). The benefits in Sections 1(a), (d), (e) and (f) and certain of the benefits in Section 1(c) are intended to be exempt from Code Section 409A under the “short-term deferral exemption” and thus the Waiting Period is not intended to apply to such benefits.

5. CONFIDENTIALITY AND NON-DISCLOSURE: Executive acknowledges that pursuant to this Agreement, the Company agrees to provide to him Confidential Information and has previously provided him other such Confidential Information. In return for this and other consideration, provided under this Agreement, Executive agrees that he will not, while employed by the Company or any Affiliate and thereafter, disclose or make available to any other person or entity, or use for his own personal gain, any Confidential Information, except for such disclosures as required in the performance of his duties hereunder as may otherwise be required by law or legal process (in which case Executive shall notify the Company of such legal or judicial proceeding as soon as practicable following his receipt of notice of such a proceeding, and permit the Company to seek to protect its interests and information).

6. RETURN OF PROPERTY: Executive agrees that at the time of leaving his or her employ with the Company or an Affiliate, he will deliver to the Company (and will not keep in his possession, recreate or deliver to anyone else) all Confidential Information as well as all other devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, customer or client lists or information, or any other documents or property (including all reproductions of the aforementioned items) belonging to the Company or any of its Affiliates, regardless of whether such items were prepared by Executive.

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7. NON-SOLICITATION :

(a) For consideration provided under this Agreement, including, but not limited to the Company’s agreement to provide Executive with Confidential Information regarding the Company and its respective businesses, Executive agrees that while employed by the Company or an Affiliate and for twelve (12) months following a Separation from Service during the term of this Agreement he shall not, without the prior written consent of the General Counsel of the Company, directly or indirectly, (i) hire or induce, entice or solicit (or attempt to induce, entice or solicit) any employee of the Company or any of its Affiliates or ventures to leave the employment of the Company or any of its Affiliates or ventures or (ii) solicit or attempt to solicit the business of any customer or acquisition prospect of the Company or any of its Affiliates or ventures with whom Executive had any actual contact or Confidential Information about while employed by the Company or an Affiliate.

(b) The restrictions contained in Section 7(a) are limited to areas or territories within the United States or in any foreign country where the Company or an Affiliate engages (or has definite plans to engage) in operations or the marketing of its products or services at the time of Executive’s Separation from Service.

(c) Executive acknowledges that these restrictive covenants under this Agreement, for which Executive received valuable consideration from the Company as provided in this Agreement, including, but not limited to the Company’s agreement to provide Executive with Confidential Information regarding the Company and its respective businesses, are ancillary to otherwise enforceable provisions of this Agreement, that the consideration provided by the Company gives rise to the interest of each of the Company in restraining Executive from competing and that the restrictive covenants are designed to enforce Executive’s consideration or return promises under this Agreement. Additionally, Executive acknowledges that these restrictive covenants contain limitations as to time, geographical area and scope of activity to be restrained that are reasonable and do not impose a greater restraint than is necessary to protect the goodwill or other legitimate business interests of the Company, including, but not limited to, the Company’s need to protect its Confidential Information.

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8. NOTICES: For purposes of this Agreement, notices and all other communications must be in writing and will be deemed to have been given when personally delivered or when mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to Company:	The Babcock & Wilcox Company
	13024 Ballantyne Corporate Place, Ste. 700
	Charlotte, NC 28277
	ATTENTION: General Counsel
If to Executive:	Executive, at Executive’s most recent address on file with the Company

or to such other address as either party may furnish to the other in writing in accordance with this Section.

9. APPLICABLE LAW: The validity, interpretation, construction and performance of this Agreement will be governed by and construed in accordance with the substantive laws of the State of Delaware, but without giving effect to the principles of conflict of laws of such State.

10. SEVERABILITY: If any provision of this Agreement is determined to be invalid or unenforceable, then the invalidity or unenforceability of that provision will not affect the validity or enforceability of any other provision of this Agreement and all other provisions will remain in full force and effect.

11. WITHHOLDING OF TAXES: The Company may withhold from any payments under this Agreement all federal, state, local or other taxes as may be required pursuant to any law or governmental regulation or ruling. Executive acknowledges that other than the Company’s obligation to withhold and remit applicable income and/or employment taxes and pay its share of any applicable payroll taxes, Executive is solely responsible for any and all taxes, interest and penalties that may be imposed with respect to the payments and benefits provided under this Agreement.

12. NO ASSIGNMENT; SUCCESSORS: Executive’s right to receive payments or benefits under this Agreement will not be assignable or transferable, whether by pledge, creation of a security interest or otherwise, whether voluntary, involuntary, by operation of law or otherwise, other than a transfer by will or by the laws of descent or distribution, and in the event of any attempted assignment or transfer contrary to this Section 12 the Company will have no liability to pay any amount so attempted to be assigned or transferred. This Agreement inures to the benefit of and is enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

This Agreement is binding upon and inures to the benefit of the Company and its successors and assigns (including, without limitation, any company into or with which the Company may merge or consolidate and any Successor); and to the extent necessary, the Company may assign its obligations under this Agreement to Executive’s employer upon the occurrence of the Restructuring Transaction.

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13. NUMBER AND GENDER: Wherever appropriate herein, words used in the singular will include the plural, the plural will include the singular, and the masculine gender will include the feminine gender.

14. CONFLICTS: This Agreement constitutes the entire understanding of the parties with respect to its subject matter and supersedes any other agreement or other understanding, whether oral or written, express or implied, between them concerning, related to or otherwise in connection with, the subject matter hereof; provided that if Executive is a party to a Change in Control Agreement, the Change in Control Agreement shall apply in accordance with its terms as described herein.

15. AMENDMENT AND WAIVER: No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Executive and such officer as may be specifically designated by the Board. No waiver by any party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of this Agreement to be performed by any other party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

16. COUNTERPARTS: This Agreement may be executed in several counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same instrument.

17. TERM: This Agreement shall become effective on the Agreement Date and shall terminate on the earliest of: (a) December 31, 2015, but if the Spin Effective Date occurs prior to January 1, 2016, then the first anniversary of the Spin Effective Date; (b) the date a determination is made by the Board that a Restructuring Transaction will not occur; and (c) the date on which Executive’s employment with the Company and all Affiliates is terminated; provided that the terms of this Agreement which must survive the termination of this Agreement in order to be effectuated (including the provisions of Sections 1, 5, 6 and 7) will in all events survive.

[Signatures on next page]

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THE BABCOCK & WILCOX COMPANY
By:	/s/ E. James Ferland
Name:	E. James Ferland
Title:	President and Chief Executive Officer
EXECUTIVE
By:	/s/ J. Randall Data
Name:	J. Randall Data

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EXHIBIT A

DEFINITIONS

The following terms have the meanings set forth below.

“Accrued Benefits” shall mean:

i. Any portion of Executive’s Salary earned through the date of the Covered Termination and not yet paid;

ii. Reimbursement for any and all amounts advanced in connection with Executive’s employment for reasonable and necessary expenses incurred by Executive through the date of the Covered Termination in accordance with the Company’s policies and procedures on reimbursement of expenses;

iii. Any earned vacation pay not theretofore used or paid in accordance with the Company’s policy for payment of earned and unused vacation time; and

iv. If executive participates in the Company’s financial planning services through AYCO on the date of the Covered Termination, such services through AYCO will continue until the earlier of June 30, 2017 or the date such program terminates for all similarly situated employees; and

v. All other payments and benefits to which Executive may be entitled under the terms of any applicable compensation arrangement or benefit plan or program of the Company that do not specify the time of distribution; provided that Accrued Benefits shall not include any entitlement to severance under any severance plan or policy of the Company.

“Affiliate” means an Affiliate of the Company within the meaning of Rule 12b-2 promulgated under Section 12 of the Exchange Act.

“Applicable Bonus Percentage” means: (i) if the Covered Termination occurs in calendar year 2014 or 2016, the percentage applicable to Executive to determine Executive’s actual bonus due under the applicable Bonus Plan in respect of such year and (ii) if the Covered Termination occurs in calendar year 2015, the Target Bonus Percentage for such year.

“Board” means the Board of Directors of the Company.

“Bonus Plan” means the Company’s Executive Incentive Compensation Plan or the Company’s Management Incentive Compensation Plan, as applicable to Executive, or any successor plan thereto.

“Cause” means

(i) the willful and continued failure of Executive to perform substantially Executive’s duties with the Company or an Affiliate (occasioned by reason other than physical

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or mental illness or disability of Executive) after a written demand for substantial performance is delivered to Executive by the Compensation Committee of the Board or the Chief Executive Officer of the Company which specifically identifies the manner in which the Compensation Committee of the Board or the Chief Executive Officer believes that Executive has not substantially performed his duties, after which Executive shall have thirty days to defend or remedy such failure to substantially perform his duties;

(ii) the willful engaging by Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company; or

(iii) the conviction of Executive with no further possibility of appeal for, or plea of guilty or nolo contendere by Executive to, any felony.

The cessation of employment of Executive under subparagraph (i) and (ii) above shall not be deemed to be for “Cause” unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Compensation Committee of the Board of Directors of the Company at a meeting of such Committee called and held for such purpose (after reasonable notice is provided to Executive and he is given an opportunity, together with his counsel, to be heard before such Committee), finding that, in the good faith opinion of such Committee, Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail.

A “Change in Control” will be deemed to have occurred upon the occurrence of any of the following:

(a) 30% Ownership Change: Any Person, other than an ERISA-regulated pension plan established by the Company or an Affiliate, makes an acquisition of Outstanding Voting Stock and is, immediately thereafter, the beneficial owner of 30% or more of the then Outstanding Voting Stock, unless such acquisition is made directly from the Company in a transaction approved by a majority of the Incumbent Directors; or any group is formed that is the beneficial owner of 30% or more of the Outstanding Voting Stock (other than a group formation for the purpose of making an acquisition directly from the Company and approved (prior to such group formation) by a majority of the Incumbent Directors); or

(b) Board Majority Change: Individuals who are Incumbent Directors cease for any reason to constitute a majority of the members of the Board; or

(c) Major Mergers and Acquisitions: Consummation of a Business Combination unless, immediately following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Voting Stock immediately before such Business Combination beneficially own, directly or indirectly, more than 51% of the then outstanding shares of voting stock of the parent corporation resulting from such Business

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Combination in substantially the same relative proportions as their ownership, immediately before such Business Combination, of the Outstanding Voting Stock, (ii) if the Business Combination involves the issuance or payment by the Company of consideration to another entity or its shareholders, the total fair market value of such consideration plus the principal amount of the consolidated long-term debt of the entity or business being acquired (in each case, determined as of the date of consummation of such Business Combination by a majority of the Incumbent Directors) does not exceed 50% of the sum of the fair market value of the Outstanding Voting Stock plus the principal amount of the Company’s consolidated long-term debt (in each case, determined immediately before such consummation by a majority of the Incumbent Directors), (iii) no Person (other than any corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of the then outstanding shares of voting stock of the parent corporation resulting from such Business Combination and (iv) a majority of the members of the board of directors of the parent corporation resulting from such Business Combination were Incumbent Directors of the Company immediately before consummation of such Business Combination; or

(d) Major Asset Dispositions: Consummation of a Major Asset Disposition unless, immediately following such Major Asset Disposition, (i) individuals and entities that were beneficial owners of the Outstanding Voting Stock immediately before such Major Asset Disposition beneficially own, directly or indirectly, more than 70% of the then outstanding shares of voting stock of the Company (if it continues to exist) and of the entity that acquires the largest portion of such assets (or the entity, if any, that owns a majority of the outstanding voting stock of such acquiring entity) and (ii) a majority of the members of the Board (if it continues to exist) and of the entity that acquires the largest portion of such assets (or the entity, if any, that owns a majority of the outstanding voting stock of such acquiring entity) were Incumbent Directors of the Company immediately before consummation of such Major Asset Disposition.

For purposes of the definition of a “Change in Control”,

(1) “Person” means an individual, entity or group;

(2) “group” is used as it is defined for purposes of Section 13(d)(3) of the Exchange Act;

(3) “beneficial owner” is used as it is defined for purposes of Rule 13d-3 under the Exchange Act;

(4) “Outstanding Voting Stock” means outstanding voting securities of the Company entitled to vote generally in the election of directors; and any specified percentage or portion of the Outstanding Voting Stock (or of other voting stock) is determined based on the combined voting power of such securities;

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(5) “Incumbent Director” means a director of the Company (x) who was a director of the Company on the effective date of this Agreement or (y) who becomes a director after such date and whose election, or nomination for election by the Company’s shareholders, was approved by a vote of a majority of the Incumbent Directors at the time of such election or nomination, except that any such director will not be deemed an Incumbent Director if his or her initial assumption of office occurs as a result of an actual or threatened election contest or other actual or threatened solicitation of proxies by or on behalf of a Person other than the Board;

(6) “election contest” is used as it is defined for purposes of Rule 14a-11 under the Exchange Act;

(7) “Business Combination” means

(x) a merger or consolidation involving the Company or its stock or

(y) an acquisition by the Company, directly or through one or more Subsidiaries, of another entity or its stock or assets;

(8) “parent corporation resulting from a Business Combination” means the Company if its stock is not acquired or converted in the Business Combination and otherwise means the entity which as a result of such Business Combination owns the Company or all or substantially all the Company’s assets either directly or through one or more Subsidiaries; and

(9) “Major Asset Disposition” means the sale or other disposition in one transaction or a series of related transactions of 70% or more of the assets of the Company and its Subsidiaries on a consolidated basis; and any specified percentage or portion of the assets of the Company will be based on fair market value, as determined by a majority of the Incumbent Directors.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company” means The Babcock & Wilcox Company and any Successors, including, following a Restructuring Transaction, BWXT or PGG, as applicable.

“Confidential Information” means any and all information, data and knowledge that has been created, discovered, developed or otherwise become known to the Company or any of its Affiliates or in which property rights have been assigned or otherwise conveyed to the Company or any of its Affiliates, which information, data or knowledge has commercial value in the business in which the Company or any of its Affiliates or ventures is engaged, except such information, data or knowledge as is or becomes known to the public without violation of the terms of this Agreement. By way of illustration, but not limitation, Confidential Information includes business trade secrets, secrets concerning the Company’s or any of its Affiliate’s plans and strategies, nonpublic information concerning material market opportunities, technical trade

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secrets, processes, formulas, know-how, improvements, discoveries, developments, designs, inventions, techniques, marketing plans, manuals, records of research, reports, memoranda, computer software, strategies, forecasts, new products, unpublished financial information, projections, licenses, prices, costs, and employee, customer and supplier lists.

“Covered Termination” means, prior to the first anniversary of the Spin Effective Date of a Restructuring Transaction occurring during the term of this Agreement, there occurs a termination of Executive’s employment (such that Executive ceases to be employed by the Company or an Affiliate) that is a “Separation from Service” (as defined in Code Section 409A and the Treasury regulations and guidance issued thereunder) (i) by the Company or an Affiliate for a reason other than Cause or other than Executive’s Disability or (ii) by Executive for Good Reason.

“Disability” means circumstances which would qualify Executive for long term disability benefits under the Company’s Long Term Disability Plan, whether or not Executive is covered under such plan.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Good Reason” means any one or more of the following events which occurs prior to the first anniversary of the Spin Effective Date of a Restructuring Transaction:

(a) a material diminution in the duties or responsibilities of Executive from those applicable immediately before the Agreement Date, but for the avoidance of doubt, if Executive has a position with either the Company or a Successor and, in either case, the employer is publicly traded, a material diminution in position, authority, duties or responsibilities will not have occurred if Employee has a position, authority, duties and responsibilities substantially the same as those attendant to Employee’s position with the Company immediately prior to the Agreement Date (notwithstanding that the business operations of the Company or such Successor may be smaller or less complex);

(b) a material reduction in Executive’s annual Salary as in effect immediately before the Agreement Date or as the same may be increased from time to time thereafter;

(c) the failure by the Company to continue in effect any compensation plan in which Executive participates immediately before the Agreement Date which is material to Executive’s total compensation, unless a comparable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue Executive’s participation therein (or in such substitute or alternative plan) on a basis not materially less favorable than existed immediately before the Agreement Date, unless the action by the Company applies to all similarly situated employees;

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(d) the failure by the Company to continue to provide Executive with material benefits in the aggregate that are substantially similar to those enjoyed by Executive under any of the Company’s (or its Affiliates’) pension, savings, life insurance, medical, health and accident, or disability plans in which Executive was participating immediately before the Agreement Date if such benefits are material to Executive’s total compensation, the taking of any other action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Executive of any fringe benefit enjoyed by Executive at the time of the Agreement Date if such fringe benefit is material to Executive’s total compensation, unless the action by the Company applies to all similarly situated employees; or

(e) a change in the location of Executive’s principal place of employment with the Company by more than 50 miles from the location where Executive was principally employed as of the Agreement Date without Executive’s consent.

If any of the events described above occurs prior to the first anniversary of a Restructuring Transaction (an “Event”), Executive shall give the Company written notice (the “Executive Notice”) within 60 days following Executive’s knowledge of an Event that Executive intends to terminate employment as a result. The Company shall have 30 days following receipt of the Executive Notice in which to cure the Event. If the Company does not take such action within that time, the Event shall constitute Good Reason. If Executive does not provide the Executive Notice within 60 days as required above, then the Event shall not constitute Good Reason, and thereafter, for purposes of determining whether Executive has Good Reason, Executive’s terms and conditions of employment after the occurrence of the Event shall be substituted for those terms and conditions of Executive’s employment in effect immediately prior to the date of this Agreement.

“Restoration Plan” means The Babcock & Wilcox Company Defined Contribution Restoration Plan, or any similar plan offered by a Successor, as in effect on the Covered Termination.

“Salary” means Executive’s annual rate of base salary as in effect immediately before the Covered Termination or, if higher, in effect immediately before the first Event constituting Good Reason.

“SERP” means The Babcock & Wilcox Company Supplemental Executive Retirement Plan, or any supplemental executive retirement plan offered by a Successor, as in effect on the date of the Covered Termination.

“Spin Effective Date” means, with respect to a Restructuring Transaction, the effective date of date of the consummation of the spinoff or split off (i.e., the date shares of the Subsidiary subject to the spinoff or split off are first distributed to the Company’s stockholders) or sale (i.e., the closing date for the sale) that results in the completion of the Restructuring Transaction.

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“Subsidiary” means every corporation, limited liability company, partnership or other entity of which 50% or more of the total combined voting power of all classes of voting securities or other equity interests is owned, directly or indirectly, by The Babcock and Wilcox Company or, upon and following a Restructuring Transaction, by the Successor.

“Successor” means an entity that has acquired the Company or an Operating Sub in a Change in Control, or an Operating Sub that is sold off or spun off to the stockholders of the Company in a Restructuring Transaction.

“Target Bonus Percentage” means the percentage applicable to Executive to determine Executive’s target incentive award opportunity under the Bonus Plan applicable to Executive as in effect immediately before the Covered Termination or, if higher, immediately before the first Event constituting Good Reason.

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EXHIBIT B

Separation and General Release Agreement

This Separation and General Release Agreement (the “Agreement”) is entered into by and between, and shall inure to the benefit of and be binding upon, J. Randall Data (“Executive”) and The Babcock & Wilcox Company, a Delaware corporation (the “Company”).

RECITALS:

1. Reference is made to the Severance Agreement, dated November     , 2014 (the “Severance Agreement”), by and between the Company and Executive, which is incorporated herein by reference.

2. Execution and delivery of this Agreement by Executive is a condition to Executive’s right to receive certain payments and benefits under the Severance Agreement.

3. Capitalized terms used and not defined herein shall have the meanings given to them in the Severance Agreement.

In consideration of the mutual promises and obligations set forth herein and in the Severance Agreement, the adequacy of which is hereby expressly acknowledged, Executive and the Company hereby agree as follows:

(a) Executive hereby unconditionally and irrevocably releases and forever discharges, to the fullest extent applicable law permits, the Releasees, as defined below, from any and every action, cause of action, complaint, claim, demand, legal right, compensation, obligation, damages (including consequential, exemplary and punitive damages), liability, cost and/or expense (including attorney’s fees) that he has, may have or may be entitled to from or against the Releasees, whether legal, equitable or administrative, in any forum or jurisdiction, whether known or unknown, foreseen or unforeseen, matured or unmatured, which arises directly or indirectly out of, or is based on or related in any way to Executive’s employment with or termination of employment from the Company, its predecessors, successors and assigns and past, present and future Affiliates, subsidiaries, divisions and parent corporations, including, without limitation, any such matter arising from the negligence, gross negligence or willful misconduct of the Releasees (together, the “Released Claims”); provided, however, that this release does not apply to any claims solely and specifically (i) arising after the date this Agreement is executed, (ii) for indemnification (including, without limitation, under the Company’s organizational documents or insurance policies) arising in connection with an action instituted by a third party

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against the Company, its Affiliates or Executive in his capacity as an employee or a former officer or director of the Company or its Affiliates (it being agreed by the Company that Executive shall continue to be entitled to such indemnification in respect of the period prior to the date his employment with the Company is terminated), (iii) arising from any breach or failure to perform the Severance Agreement, or (iv) that cannot be waived by law. For the sake of clarity, this Paragraph (a) shall not operate to deny Executive of any rights to coverage under the Company’s directors and officers liability insurance policy, as in effect from time to time, to which he would otherwise be entitled. The term “Releasees” means the Company, its predecessors, successors and assigns and past, present and future Affiliates, subsidiaries, divisions and parent corporations and all their respective past, present and future officers, directors, shareholders, employee benefit plan administrators, employees and agents, individually and in their respective capacities.

(b) The parties intend this release to cover any and all Released Claims, whether arising under any employment contract (express or implied), policies, procedures or practices of any of the Releasees, and/or by any acts or omissions of any of the Releasees’ agents or employees or former agents or employees and/or whether arising under any state or federal statute, including but not limited to state employment discrimination laws, all federal discrimination laws, the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), the Employee Retirement Income Security Act of 1974, as amended, all local laws and ordinances and/or common law, without exception. As such, it is expressly acknowledged and agreed that this release is a general release, representing a full and complete disposition and satisfaction of all of the Releasees’ real or alleged waivable legal obligations to Executive as to the matters in Paragraph (a) above, with the specific exceptions noted above.

(c) The release set forth in Paragraph (a) includes a release of any claims Executive may have under the ADEA against the Releasees that may have existed on or prior to the date Executive signs this Agreement. The ADEA is a federal statute that prohibits discrimination on the basis of age. By signing this Agreement, Executive understands that he is waiving any and all claims arising under the ADEA that Executive may have against the Releasees up to the date Executive signs this Agreement. Executive understands that any claims under the ADEA that may arise after he signs this Agreement are not waived. Executive acknowledges that he is receiving consideration for the waiver of any and all claims under the ADEA in addition to anything of value to which he is already entitled.

(d) Executive expressly agrees that neither he nor any person acting on his behalf will file or permit to be filed any action for legal or equitable relief against the Releasees involving any matter related in any way to his employment with, or termination from employment with the Company, its predecessors, successors, assigns and past, present and future Affiliates, subsidiaries, divisions and parent corporations, including the matters covered by the Released Claims. In the event that such an action is filed, Executive agrees that the Releasees are entitled to legal and equitable remedies against him, including an award of attorney’s fees. However, it is expressly understood and agreed that the foregoing two sentences shall not apply to any charge filed by Executive with the Equal Employment Opportunity Commission, any action for a claim arising after the date this Agreement is executed, any action for indemnification arising in connection with an action instituted by a third party against the Company, its Affiliates or Executive in his capacity as an employee or former officer or director

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of the Company or its Affiliates or any action filed by Executive that is narrowly limited to seeking a determination as to the validity of the release provisions of this Agreement or to enforce the terms of the Severance Agreement. Should Executive file a charge with the Equal Employment Opportunity Commission or should any governmental entity, agency, or commission file a charge, action, complaint or lawsuit against any of the Releasees based on any Released Claim, Executive agrees not to seek or accept any resulting relief whatsoever.

(e) Executive acknowledges that the Company and/or its Affiliates or Ventures have previously provided him with Confidential Information and may provide him with Confidential Information and that the unauthorized disclosure of such Confidential Information will result in irreparable harm to the Company and/or its Affiliates or Ventures. Executive shall not disclose or make available to any other person or entity, or use for his own personal gain, any Confidential Information. For purposes of this Agreement, the term “Venture” means an entity in which the Company or an Affiliate has a management or voting interest.

(f) Executive represents that he has delivered to the Company (and has not kept in his possession, recreated or delivered to anyone else) all Confidential Information as well as all other devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, customer or client lists or information, or any other documents or property, in whatever medium stored (including all reproductions of the aforementioned items) belonging to the Company or any of its Affiliates or Ventures, regardless of whether such items were prepared by Executive, and any credit cards, keys, access cards, calling cards, computer equipment and software, telephone, facsimile or other property of the Company, or any Affiliate or Venture.

(g) In consideration of the payments and promises provided under the Severance Agreement, the sufficiency of which is expressly acknowledged, Executive agrees that for the twelve (12)-month period following the date of his Separation from Service he will not, without the prior written consent of the Company (which consent may be granted or withheld in the Company’s sole discretion), acting alone or in conjunction with others, either directly or indirectly, engage in any Business for a Competitor, or accept employment with or render services at a comparable level of responsibility to a Competitor with respect to such Business as an officer, agent, employee, independent contractor or consultant (whether serving in such capacity directly to the subject company or through an Affiliate or Venture of such company), or otherwise engage in activities for a Competitor related to the Business that are in competition with the Company or an Affiliate or a Venture. For purposes of this Agreement, the term “Business” shall mean any business related to the engineering, design, servicing and manufacture of steam generating equipment (including waste to energy), emission and air pollution control systems, boiler cleaning systems, ash handling systems, and aftermarket, operation and construction project services related to such technologies for electric utilities, municipalities, EPC contractors, architect engineers, independent power producers, international trading firms, electric power cooperatives and state electricity boards. The term “Competitor” shall mean Alstom, Hamon Corporation, Mitsubishi Hitachi Power Systems, FosterWheeler, AMEC (with respect to its acquisition of FosterWheeler), Weelabrator Technologies, IHI Corporation, Babcock Power, Inc., Doosan, General Electric (with respect to its acquisition of Alstom), Clyde Bergemann, L&T MHI Boilers Pvt, Ltd., Hitachi Zosen, Harbin Boiler Co., Ltd., Dongfang/DEC, Shanghai Boiler Works, and any of their respective Affiliates or Ventures

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engaged in the Business. Executive may request the consent of the Company to engage in an activity otherwise prohibited by this Agreement, in writing addressed to the General Counsel of PGG. A response to any such request shall be delivered to Executive within a reasonable period of time, but in no event later than thirty (30) business days following receipt of such a request. The foregoing restrictions of this Paragraph (g) shall not apply to the ownership by Executive of the shares of a company the stock of which is traded either on a national or regional stock exchange where Executive and any related party owns less than 5% (five percent) of the company.

(h) In consideration of the payments and promises provided under the Severance Agreement, the sufficiency of which is expressly acknowledged, Executive agrees that for the twelve (12)-month period following the date of his termination of employment with the Company he will not perform any act, engage in any conduct or course of action or make or publish any adverse or untrue or misleading statement which has or may reasonably have the effect of demeaning the name or business reputation of the Company, the Releasees, an Affiliate or a Venture or which adversely affects or may reasonably be expected to adversely affect the best interests (economic or otherwise) of the Company, the Releasees, an Affiliate or a Venture. Likewise, in consideration of the promises provided under the Severance Agreement, the sufficiency of which is expressly acknowledged, the Company agrees that for the twelve (12)-month period following the date of Executive’s termination of employment with the Company, its Chief Executive Officer and elected Vice Presidents will not perform any act, engage in any conduct or course of action or make or publish any adverse or untrue or misleading statement which has or may reasonably have the effect of demeaning the name or business reputation of Executive or knowingly permit any other employee of the Company to do so.

(i) The restrictions contained in Paragraphs (g) and (h) above are geographically limited to areas or territories within the United States or in any foreign country where the Company or an Affiliate or a Venture engages (or has definite plans to engage) in operations or the marketing of its products or services on the date of the Separation from Service .

(j) Executive acknowledges that he has received valuable consideration from the Company as provided in the Severance Agreement for the covenants and undertakings set forth above, that the consideration provided by the Company gives rise to an interest of the Company and its Affiliates and Ventures in restraining Executive from engaging in the conduct described in Paragraphs (e), (f), (g) or (h) of this Agreement and that the restrictive covenants and undertakings are designed to enforce Executive’s consideration or return promises under this Agreement. Additionally, Executive acknowledges that the restrictive covenants contain limitations as to time, geographical area, and scope of activity to be restrained that are reasonable and do not impose a greater restraint than is necessary to protect the Company’s relationship with its customers, goodwill or other legitimate business interests of the Company and its Affiliates and Ventures, including, but not limited to, the Company’s and its Affiliates’ and Ventures’ need to protect their Confidential Information. The Company may notify any person or entity employing or contracting with Executive or evidencing an intention of employing or contracting with Executive of the existence and provisions of this Agreement.

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(k) In the event the Company determines in good faith that Executive has breached any term of Paragraph (g) or (h) or of this Agreement or Section 5 or Section 7(a) of the Severance Agreement, in addition to any other remedies at law or in equity the Company may have available to it, it is agreed that the Company shall be entitled, upon application to any court of competent jurisdiction, to a temporary restraining order or preliminary injunction (without the necessity of (i) proving irreparable harm, (ii) establishing that monetary damages are inadequate, or (iii) posting any bond with respect thereto) against Executive prohibiting such breach or attempted or threatened breach by proving only the existence of such breach or attempted or threatened breach. Nothing in this Agreement or the Severance Agreement shall be construed as a waiver of any forfeiture provisions in the Restoration Plan, the SERP or the Restoration of Retirement Income Plan for Certain Participants in the Retirement Plan for Employees of Babcock & Wilcox Commercial Operations (the “Excess Plan”).

(l) Executive and the Company agree and acknowledge that this Agreement together with the Severance Agreement contains and comprises the entire agreement and understanding between the parties, that no other representation, promise, covenant or agreement of any kind whatsoever has been made to cause any party to execute this Agreement, and that all agreements and understandings between the parties are embodied and expressed in this Agreement and the Severance Agreement. The parties also agree that the terms of this Agreement shall not be amended or changed except in writing and signed by Executive and a duly authorized agent of the Company. The parties further agree that this Agreement together with the Severance Agreement shall be binding on and inure to the benefit of Executive, the Company, the Company’s successors, assigns, the Releasees, the Affiliates and the Ventures, each as defined in this Agreement. Any other agreements or understandings between the parties, whether written or oral, are hereby null and void.

(m) Applicable Law. The validity, interpretation, construction and performance of this Agreement together with the Severance Agreement will be governed by and construed in accordance with the substantive laws of the State of Delaware, but without giving effect to the principles of conflict of laws of such State.

(n) Exhibit C contains information that is required to be given to you under the Older Worker’s Benefit Protection Act. Each employee of the Company or its Affiliates who has entered into a Tier 1 or Tier 2 Restructuring Transaction Severance Agreement is eligible for the enhanced severance benefits described in Section 1 of his or her Severance Agreement (the “Eligible Employees”). Each such Eligible Employee who has a Covered Termination on or before Executive’s date of Separation from Service is now entitled to receive enhanced severance benefits in exchange for a release of claims. Exhibit C provides the job titles and ages of the Eligible Employees who are and are not now entitled to receive enhanced severance benefits in exchange for a release of claims.

(o) Executive acknowledges that he had at least forty-five (45) calendar days from the date this Agreement was first presented to him to consider this Agreement. By signing this Agreement, Executive agrees that the Company advised him in writing to consult with an attorney. Executive can only accept this Agreement by executing it during the forty-five (45) day

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period beginning on the date of the Separation from Service (the “Acceptance Period”) and delivering it to the attention of the Company General Counsel at 13024 Ballantyne Corporate Place, Suite 700, Charlotte, NC 28277 prior to 5:00 pm, Eastern Time, on the last day of the Acceptance Period. Executive has seven (7) calendar days following the date upon which he executes this Agreement within which to revoke this Agreement (“Revocation Period”) by delivering a written notice of his revocation to the attention of the Company General Counsel at 13024 Ballantyne Corporate Place, Suite 700, Charlotte, NC 28277 prior to the end of the Revocation Period. This Agreement does not become effective or enforceable until the Revocation Period has expired and Executive has not revoked this Agreement.

(p) Executive represents and warrants that as of the date of his execution of this Agreement he has no knowledge of any unlawful activity by himself, the Company, the Releasees, the Affiliates or the Ventures.

(q) Miscellaneous Provisions.

(i) Executive hereby resigns from all other director and officer positions held with the Company and any other appointed or elected positions he may hold with the Company and its Affiliates and Ventures, effective on the date of his termination of employment with the Company.

(ii) Failure on the part of the Company or Executive at any time to insist on strict compliance by the other party with any provisions of this Agreement shall not constitute a waiver of either party’s obligations in respect thereof, or of either party’s right hereunder to require strict compliance therewith in the future.

(iii) The obligations set forth in this Agreement are severable and divisible, and the unenforceability of any clause or portion thereof shall not affect the enforceability of the remainder of such clause or of any other obligation contained herein.

I HAVE READ THE FOREGOING RELEASE AGREEMENT, FULLY UNDERSTAND IT AND HAVE VOLUNTARILY EXECUTED IT ON THE DATE WRITTEN BELOW, SIGNIFYING THEREBY MY ASSENT TO, AND WILLINGNESS TO BE BOUND BY ITS TERMS:

Date: November 5, 2014	By:	/s/ J. Randall Data
		J. Randall Data

- 22 -

EX-10.20

Exhibit 10.20

FORM OF

BABCOCK & WILCOX

ENTERPRISES, INC.

EXECUTIVE SEVERANCE PLAN

Effective as of June 1, 2015

Table of Contents

				Page
PREAMBLE					1
ARTICLE	1	-	PARTICIPATION OF OTHER EMPLOYERS		2
	1.1	-	Designation of Participating Employers		2
	1.2	-	Obligations of Participating Employers		2
	1.3	-	Withdrawal of a Participating Employer		2
ARTICLE	2	-	ELIGIBILITY, PARTICIPATION AND BENEFITS		2
	2.1	-	Eligibility		2
	2.2	-	Participation		2
	2.3	-	Severance Benefits		3
ARTICLE	3	-	FUNDING THE PLAN		4
	3.1	-	Funding Policy		4
	3.2	-	Contributions		4
ARTICLE	4	-	PLAN ADMINISTRATION		4
	4.1	-	Plan Administrator		4
	4.2	-	Powers and Duties of the Plan Administrator		4
	4.3	-	Allocation and Delegation of Responsibility		5
	4.4	-	Reliance by Plan Sponsor		5
	4.5	-	Indemnification		5
	4.6	-	Claims Procedure		5
ARTICLE	5	-	AMENDMENT AND TERMINATION		6
	5.1	-	Amendment		6
	5.2	-	Termination		6
ARTICLE	6	-	GENERAL PROVISIONS		7
	6.1	-	Action by Plan Sponsor		7
	6.2	-	Recovery of Overpayments		7
	6.3	-	Data		7
	6.4	-	Headings		7
	6.5	-	Construction and Controlling Law		7
	6.6	-	No Waiver or Estoppel		7
	6.7	-	Severability		8
APPENDIX	A	-	PARTICIPATING EMPLOYERS		9

PREAMBLE

The Babcock & Wilcox Enterprises, Inc. Executive Severance Plan (the “Plan”) has been established by The Babcock & Wilcox Company (the “Plan Sponsor”) effective June 1, 2015 (the “Effective Date”).

The Plan is governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). It has been designed to qualify for certain exemptions under Title I of ERISA that apply to plans that are unfunded and maintained primarily for the purpose of providing benefits for a select group of management or highly compensated employees. The plan is intended to qualify for certain exemptions from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) for short term deferrals and separation pay plans.

The first Plan Year shall be a short Plan Year beginning on the Effective Date and ending on December 31, 2015. Thereafter, the Plan Year shall be the twelve (12) month period beginning on January 1 and ending on December 31 of each calendar year.

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ARTICLE 1

PARTICIPATION OF OTHER EMPLOYERS

1.1 Designation of Participating Employers

The Plan Sponsor may designate other participating subsidiary and/or affiliated companies from time to time to participate in the Plan (the “Participating Employers”). Such designation may include a limitation as to the classes or groups of employees of such subsidiary or affiliated corporation that may participate in the Plan. The name of each Participating Employer that has adopted the Plan shall be recorded on Appendix A hereto, as may be revised from time to time.

1.2 Obligations of Participating Employers

The Plan Sponsor and any subsidiary or affiliated company which has been designated as a Participating Employer shall have the obligation to fund the benefits provided to its own employees, and no other Participating Employer shall have such obligation. Any failure by the Plan Sponsor or any Participating Employer to meet its obligation under the Plan in such respect shall have no effect on any other Participating Employer.

1.3 Withdrawal of a Participating Employer

Any Participating Employer may withdraw from the Plan at any time without affecting any other Participating Employer. The Plan Sponsor may in its absolute discretion terminate any Participating Employer’s participation in the Plan at any time.

ARTICLE 2

ELIGIBILITY, PARTICIPATION AND BENEFITS

2.1 Eligibility

Each employee of the Plan Sponsor or a Participating Employer who has been elected to the office of vice president or president of the Plan Sponsor or a Participating Employer shall be eligible to participate in the Plan (an “Eligible Employee”).

2.2 Participation

Each Eligible Employee whose compensation is reviewed and approved by the Compensation Committee of the Board of Directors of the Plan Sponsor (the “Committee”) shall be a “Participant”. Participation in the Plan shall begin on the date the Eligible Employee is notified in writing of his participation and shall continue until the earliest of the following:

(a) The date he is notified, in writing, that he is no longer a Participant in the Plan;

(b) The date he is no longer employed by the Plan Sponsor or any Participating Employer; or

(c) The date the Plan terminates.

2

2.3 Severance Benefits

A Participant whose employment is terminated by the Plan Sponsor or a Participating Employer for reasons other than “Cause” shall be entitled to the benefits set forth below, provided he has signed an agreement that is no longer subject to revocation prepared by the Plan Sponsor which is a general release of the Plan Sponsor, and its affiliates, directors, officers and other customary persons from any claim or liability arising out of or related to his employment with or termination of employment from the Plan Sponsor or a Participating Employer, as applicable, and shall include Participant non-compete, nondisclosure, non-disparagement and non-solicitation covenants.

(a) A lump sum amount, in cash, as soon as administratively practicable after the Participant’s date of termination of employment (but in no event later than March 15 following the year in which the termination occurs) equal to 52 weeks base salary as in effect on the date of termination.

(b) A lump sum amount, in cash, equal to the “Applicable Premium” for nine months of “Continuation Coverage” in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended and regulations and rulings issued thereunder (“COBRA”) for the medical, dental and/or vision benefits in effect for the Participant and his Qualified Beneficiaries on the date of termination. Such payment shall be made as soon as administratively practicable following the Participant’s date of termination of employment (but in no event later than March 15 following the year in which the termination occurs.)

(c) Access to employer-paid outplacement services for the twelve (12) month period beginning on the later of the Participant’s date of termination or the expiration of the release agreement revocation period.

(d) If the Participant is entitled to Continuation Coverage under an employer-sponsored group health plan as a result of his termination of employment, the “Maximum Required Period” for such continuation coverage for the Participant and his Qualified Beneficiaries shall be extended from 18 months to 24 months.

For purposes of this Section 2.3, “Applicable Premium”, “Continuation Coverage”, “Qualified Beneficiary” and “Maximum Coverage Period” shall have the meanings ascribed to such terms under COBRA, and “Cause” shall mean (i) the willful and continued failure of the Participant to perform substantially his duties with the Company (occasioned by reason other than physical or mental illness or disability of Employee) after a written demand for substantial performance is delivered to him by the Compensation Committee of the Board of Directors of the Plan Sponsor or the Chief Executive Officer of the Plan Sponsor which specifically identifies the manner in which the Compensation Committee of the Board of Directors or the Chief Executive Officer believes that the Participant has not substantially performed his duties, after which the Participant shall have thirty days to defend or remedy such failure to substantially perform his duties; (ii) the willful engaging by Employee in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company; or (iii) the conviction of Employee with no further possibility of appeal, or plea of guilty or nolo contendere by Employee to any felony.

The cessation of employment of the Participant under clause (i) and (ii) above shall not be deemed to be for “Cause” unless and until there shall have been delivered to the Participant a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Compensation Committee of the Board of Directors of the Plan

3

Sponsor at a meeting of such Committee called and held for such purpose (after reasonable notice is provided to the Participant and he is given an opportunity, together with his counsel, to be heard before such Committee), finding that, in the good faith opinion of such Committee, the Participant is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail.

ARTICLE 3

FUNDING THE PLAN

3.1 Funding Policy

The Plan Sponsor shall fund the Plan in a manner consistent with the provisions of ERISA and such other laws and regulations as may be applicable, to the end that benefits payable under this Plan shall be funded on a lawful and sound basis. However, to the extent permitted by governing law, the Plan Sponsor shall be free to determine the funding method of the Plan.

3.2 Contributions

The Plan is an unfunded plan. Benefits under the Plan shall be paid solely from the general assets of the Plan Sponsor and other Participating Employers. No contributions shall be made by employees.

ARTICLE 4

PLAN ADMINISTRATION

4.1 Plan Administrator

The Company is the Plan Administrator and a “named fiduciary” of the Plan for purposes of ERISA, and shall control and manage the operation and administration of the Plan.

4.2 Powers and Duties of the Plan Administrator

The Plan Administrator or its designee shall have the sole and exclusive discretionary authority to interpret the Plan and to make factual determinations regarding any and all matters arising hereunder, including but not limited to, the right to determine eligibility for benefits, to construe the terms of the Plan, to remedy possible ambiguities, inconsistencies or omissions and to establish rules for the administration of the Plan and the transaction of its business. The Plan Administrator shall exercise such others powers and perform such other duties as it, in its discretion, may deem necessary, desirable, advisable or proper for the supervision and administration of the Plan. Any decision by the Plan Administrator shall be final and binding upon all parties.

4

4.3 Allocation and Delegation of Responsibility

The Plan Administrator shall have the authority to delegate to any person any fiduciary responsibility under the Plan. Any person may serve in more than one fiduciary capacity with respect to the Plan. The Plan Administrator may also appoint and delegate to one or more individuals the power and duty to handle the non-fiduciary administrative functions of the Plan. The Plan Administrator may employ counsel and agents as well as such clerical and accounting services as it may require in carrying out the provisions of the Plan or complying with the requirements of ERISA or other federal law. Any person or firm so employed may be a person or firm then, theretofore or thereafter serving the Plan Sponsor or any Participating Employer in any capacity.

4.4 Reliance by Plan Sponsor

To the extent permitted by law, the Plan Sponsor, the Plan Administrator and any person to whom the Plan Administrator may delegate any duty or power in connection with administering the Plan and the officers and directors of the Plan Sponsor shall be entitled to rely conclusively upon, and shall be fully protected in any action taken or suffered by them in good faith in the reliance upon, any benefit plan consultant, counsel, accountant, investment manager, other specialist or other person selected by the Plan Sponsor or the Plan Administrator, or in reliance upon any tables, valuations, certificates, opinions or reports which shall be furnished by any of them. Further, to the extent permitted by law, neither the Plan Sponsor and the officers or directors thereof, nor the Plan Administrator and any person referred to in Section 4.3 shall be liable for any neglect, omission or wrongdoing of any other person.

4.5 Indemnification

To the extent not covered by insurance, or if there is a failure to provide full insurance coverage for any reason, the Plan Sponsor agrees to indemnify and hold all directors, officers and employees of the Plan Sponsor and of any Participating Employer harmless against any and all claims and causes of action by or on behalf of any and all parties whomsoever, and all losses therefrom, including without limitation, costs of defense and attorneys’ fees, based upon or arising out of any act or omission relating to, or in connection with the Plan, including the negligent act or omission to act on the part of such directors, officers and employees, other than losses resulting from such persons’ fraud or willful misconduct.

4.6 Claims Procedure

The Committee shall have sole discretionary authority with regard to the adjudication of any claims made under the Plan. All claims for benefits under the Plan shall be submitted in writing, shall be signed by the claimant and shall be considered filed on the date the claim is received by the Committee. In the event a claim is denied, in whole or in part, the claims procedures set forth below shall be applicable.

Upon the filing of a claim as above provided and in the event the claim is denied, in whole or in part, the Committee shall within ninety (90) days, (forty five (45) days for disability related claims,) provide the claimant with a written statement which shall be delivered or mailed to the claimant to his last known address, which statement shall contain the following:

(a) the specific reason or reasons for the denial of benefits;

(b) a specific reference to the pertinent provisions of the Plan upon which the denial is based;

(c) a description of any additional material or information necessary for the claimant to perfect his claim for benefits and an explanation of why such material and information is necessary; and

5

(d) an explanation of the review procedure provided below.

If special circumstances require additional time for processing the claim, the Committee shall advise the claimant prior to the end of the initial ninety (90) day or forty-five (45) day period, setting forth the reasons for the delay and the approximate date the Committee expects to render its decision. Any such extension shall not exceed ninety (90) days, or thirty (30) days for disability related claims.

Within ninety (90) days after receipt of the written notice of denial of a claim as provided above, a claimant or his authorized representative may request a review of the denial upon written application to the Committee, may review pertinent documents and may submit issues and comments in writing to the Committee. Within sixty (60) days (or forty-five days in the case of a disability related claim) after receipt of a written request for review, or within one hundred and twenty (120) days (or ninety days for disability related claims) in the event of special circumstances which require an extension of time for processing such application for review, the Committee shall notify the claimant of its decision by delivery or by Certified or Registered Mail to his last known address. The decision of the Committee shall be in writing and shall include the specific reasons for the decision and specific references to the pertinent provisions of the Plan on which such decision is based. The Committee shall advise the claimant prior to the end of the initial sixty (60) day or forty-five (45) day period, as applicable, if additional time is needed to process such application for review. The decision of the Committee shall be final and conclusive.

ARTICLE 5

AMENDMENT AND TERMINATION

5.1 Amendment

Notwithstanding any provision of any other communication, either oral or written, made by the Plan Sponsor, the Plan Administrator, a Participating Employer or any other individual or entity, the Plan Sponsor reserves the right at any time and from time to time, including retroactively if deemed necessary or appropriate, to modify or amend, in whole or in part, any or all of the provisions of the Plan.

The participation in the Plan of subsidiary or affiliated companies shall not limit the powers of the Plan Sponsor to amend the Plan, and any amendment to the Plan adopted by the Plan Sponsor shall be binding upon all Participating Employers.

5.2 Termination

Notwithstanding any provision of any other communication, either oral or written, made by the Plan Sponsor, the Plan Administrator, a Participating Employer or any other individual or entity, the Plan Sponsor reserves the right to terminate the Plan at anytime. Any amendment or termination of the Plan shall be effective at such date as the Plan Sponsor shall determine. No amendment or termination shall, except as required or permitted by law, affect benefits payable to Plan participants prior to the date of amendment or termination.

6

ARTICLE 6

GENERAL PROVISIONS

6.1 Action by the Plan Sponsor

Any action required to be taken by the Plan Sponsor shall be by resolution of the board of directors of the Plan Sponsor, and any action required to be taken by any Participating Employer shall be by resolution of its board of directors or other governing body, or by written instrument executed by persons or groups of persons empowered by its governing body to take such action.

6.2 Recovery of Overpayments

In the event that a Plan participant is erroneously paid a benefit to which he is not entitled under the Plan, the Plan Administrator reserves the right to collect any such overpayment from the participant.

6.3 Data

Each person entitled to benefits under the Plan must furnish to the Plan Administrator or its designee such documents, evidence or other information as the Plan Administrator or its designee deems necessary or desirable for the purpose of administering the Plan or to protect the Plan. The Plan Administrator shall be entitled to rely on representations made by eligible employees with respect to personal facts unless it actually knows such representations are false.

6.4 Headings

The headings of the Plan are inserted for convenience and reference only and shall have no effect upon the meaning of the provisions of the Plan.

6.5 Construction and Controlling Law

For purposes of the Plan, the masculine shall include the feminine, the singular shall include the plural, and the plural shall include the singular, in all cases where such a construction would be appropriate. The Plan shall be construed, regulated and administered in accordance with ERISA and the Code, and to the extent not preempted by federal law, in accordance with the laws of the State of North Carolina. Any dispute or claim arising out of this Plan which is not settled under the Plan’s administrative claims procedure and which is pursued beyond such claims procedure, shall be brought in Federal District Court, in Mecklenburg County, North Carolina.

6.6 No Waiver or Estoppel

No term, condition or provision of the Plan shall be deemed to have been waived, and there shall be no estoppels against the enforcement of any provision of the Plan, except by written instrument of the party charged with such waiver or estoppels. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

7

6.7 Severability

In case any provision of the Plan is held to be illegal, invalid, or unenforceable for any reason, such illegal, invalid, or unenforceable provision shall not affect the remaining provisions of the Plan, but the Plan shall be construed and enforced as if such illegal, invalid, or unenforceable provision had not been included herein.

IN WITNESS WHEREOF, the Plan Sponsor has caused a duly authorized officer to execute this Plan this     day of             , 2015, effective as of June 1, 2015.

ATTEST:	BABCOCK & WILCOX ENTERRISES, INC.
Assistant Secretary	E. James Ferland
	President and Chief Executive Office

8

APPENDIX A

Participating Employers

Effective as of June 1, 2015, the following are the Participating Employers:

• Babcock & Wilcox Construction Co., Inc.

• Babcock & Wilcox Power Generation Group, Inc.

• Diamond Power International, Inc.

• MEGTEC Systems, Inc.

• Babcock & Wilcox Power Generation Group Canada Corp.

• Americon Equipment Services, Inc.

• Americon, Inc.

• Delta Power Services, LLC

• Palm Beach Resource Recovery Corporation

• Power Systems Operations, Inc.

9

EX-99.1

Exhibit 99.1

The Harris Building

13024 Ballantyne Corporate Place

Suite 700

Charlotte, NC 28277

                    , 2015

To Stockholders of Babcock & Wilcox Enterprises, Inc.:

I am pleased to inform you that, on                     , 2015, the board of directors of The Babcock & Wilcox Company (the “Company”) approved the separation of its Power Generation business from its Government and Nuclear Operations business into two publicly traded companies through a spin-off. After the spin-off, the Power Generation business will be called Babcock & Wilcox Enterprises, Inc. and the Company will change its name to BWX Technologies, Inc. For ease of reference, the Power Generation business will be referred to in this letter and in the enclosed information statement as “New B&W.”

As a result of the spin-off, Company stockholders will receive              share of New B&W common stock for every              shares of the Company’s common stock held as of 5:00 p.m. New York City time on                     , 2015, the record date. The distribution of New B&W shares is expected to occur on                     , 2015. Stockholder approval of the spin-off is not required, and you do not need to take any action to receive your shares of New B&W common stock in the spin-off. You do not need to pay any consideration or surrender or exchange your shares of Company common stock. The shares you will receive in the spin-off, which is subject to several conditions, will be issued in book-entry form only, which means that no physical stock certificates representing interests in New B&W will be issued. A book-entry account statement reflecting your ownership of shares of New B&W common stock will be mailed to you, or your brokerage account will be credited for the shares on or about                     , 2015.

Following the spin-off, we will continue to be a leading technology-based provider of advanced fossil and renewable power generation equipment with a broad suite of new build boiler and environmental products, and will continue to provide one of the most comprehensive platforms of aftermarket services to a large global installed base of power generation facilities. In addition, we will be a leading provider of technology and services in the growing market for industrial environmental systems. Across all our capabilities, we will continue to specialize in engineering, manufacturing, procurement, and erection of equipment and technology for a large and global customer base.

We believe that our strengths, including our leading market position and recurring aftermarket services business in the global power generation market, established platform in the global industrial environmental market, proven track record of success and innovation, global diversified client base, demonstrated success with large and complex projects and experienced management and engineering team, position us well for continued success.

Our strategy as an independent company will focus on four important areas:

• enhancing our operating model and asset base to optimize our approach to profitable organic growth and enhanced free cash flow across our range of global markets;

• pursuing growth opportunities in the international power generation market by expanding our market and operational presence in regions around the world where we expect continued demand growth for our traditional and new, renewable technology and services;

• seeking and executing additional strategic acquisitions that focus on expanding our existing capabilities as well as entering adjacent markets; and

• maintaining our commitment to safety and exceeding our customer expectations.

We are very excited about our prospects and believe that, as an independent company, we will deliver enhanced shareholder value through a more targeted and effective focus on our operations and growth strategies.

We intend to list our common stock on the New York Stock Exchange under the symbol “BW.” We thank you in advance for your support as a holder of New B&W common stock, and I invite you to learn more about New B&W by reviewing the enclosed information statement.

Sincerely,

E. James Ferland

Chairman and Chief Executive Officer

Information contained herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended.

Subject to Completion, dated May 6, 2015.

INFORMATION STATEMENT

Babcock & Wilcox Enterprises, Inc.

Common Stock

(par value $0.01 per share)

This information statement is being furnished in connection with the separation of and distribution by The Babcock & Wilcox Company of its Power Generation business. The Power Generation business will be spun off through a pro rata distribution to holders of Company common stock. Concurrent with the spin-off, the Power Generation business will be called Babcock & Wilcox Enterprises, Inc. and the Company will change its name to BWX Technologies, Inc. For ease of reference, the Power Generation business will be referred to in this information statement as “New B&W.” As of the date of this information statement, the Company owns all of New B&W’s outstanding common stock.

On                     , 2015, after consultation with financial and other advisors, the Company’s board of directors approved the distribution of 100% of the Company’s interest in New B&W. You, as a holder of Company common stock, will be entitled to receive              share of New B&W common stock for every              shares of Company common stock held as of 5:00 p.m., New York City time, on the record date,                     , 2015. The distribution date for the spin-off will be                     , 2015.

You will not be required to pay any cash or other consideration for the shares of New B&W common stock that will be distributed to you or to surrender or exchange your shares of Company common stock in order to receive shares of New B&W common stock in the spin-off. The distribution will not affect the number of shares of Company common stock that you hold. No approval by Company stockholders of the spin-off is required or being sought. You are not being asked for a proxy and you are requested not to send a proxy.

As discussed under “The Spin-Off—Trading of Company Common Stock After the Record Date and Prior to the Distribution,” if you sell your shares of Company common stock in the “regular way” market after the record date and on or prior to the distribution date, you also will be selling your right to receive shares of New B&W common stock in connection with the spin-off. You are encouraged to consult with your financial advisor regarding the specific implications of selling your shares of Company common stock on or prior to the distribution date.

There is no current trading market for our common stock. However, we expect that a limited market, commonly known as a “when-issued” trading market, for New B&W common stock will begin prior to the distribution date on or about                     , 2015 and will continue up to and including the distribution date, and we expect that “regular way” trading of New B&W common stock will begin the first day of trading following the distribution date. We intend to list New B&W common stock on the New York Stock Exchange under the symbol “BW.”

In reviewing this information statement, you should carefully consider the matters described under the caption “Risk Factors” beginning on page 13.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this information statement is truthful or complete. Any representation to the contrary is a criminal offense.

This information statement does not constitute an offer to sell or the solicitation of an offer to buy any securities.

The Company first mailed this information statement to its stockholders on or about                     , 2015.

The date of this information statement is                     , 2015.

TABLE OF CONTENTS

Page

QUESTIONS AND ANSWERS ABOUT THE SPIN-OFF	1
SUMMARY	6

SUMMARY HISTORICAL AND UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION	11
RISK FACTORS	13
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION	30
THE SPIN-OFF	32
CAPITALIZATION	43
DIVIDEND POLICY	44
SELECTED HISTORICAL COMBINED FINANCIAL INFORMATION	45
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	47
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	64
BUSINESS	66
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	77
RELATIONSHIP WITH THE COMPANY AFTER THE SPIN-OFF	78
MANAGEMENT	83
EXECUTIVE COMPENSATION	88

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	127
DESCRIPTION OF CAPITAL STOCK	128
INDEMNIFICATION OF DIRECTORS AND OFFICERS	133
WHERE YOU CAN FIND MORE INFORMATION	135
INDEX TO COMBINED FINANCIAL STATEMENTS	F-1

Unless we otherwise state or the context otherwise indicates, all references in this information statement to “New B&W,” “we,” “our,” “ours” or “us” mean Babcock & Wilcox Enterprises, Inc. and its subsidiaries as of the distribution date, and all references to the “Company” mean The Babcock & Wilcox Company and its subsidiaries for all periods prior to the spin-off and following the spin-off. In connection with the spin-off, the Company will change its name to BWX Technologies, Inc.

The transaction in which New B&W will be separated from the Company and become an independent, publicly traded company is referred to in this information statement alternatively as the “distribution” or the “spin-off.”

This information statement is being furnished solely to provide information to Company stockholders who will receive shares of New B&W common stock in connection with the spin-off. It is not provided as an inducement or encouragement to buy or sell any securities. This information statement describes our business, the relationship between the Company and us, and how the spin-off affects the Company and its stockholders, and provides other information to assist you in evaluating the benefits and risks of holding or disposing of our common stock that you will receive in the spin-off. You should be aware of the material risks relating to the spin-off, our business and ownership of our common stock, which are described under the heading “Risk Factors.” You should not assume that the information contained in this information statement is accurate as of any date other than the date set forth on the front cover. Changes to the information contained in this information statement may occur after that date, and we undertake no obligation to update the information contained in this information statement, unless we are required by applicable securities laws and regulations to do so.

-i-

QUESTIONS AND ANSWERS ABOUT THE SPIN-OFF

Q: What is the spin-off?

A: The spin-off is the method by which New B&W will separate from the Company. The spin-off involves the Company’s pro rata distribution to its stockholders of all the shares of our common stock. Following the spin-off, we will be a separate, publicly traded company, and the Company will not retain any ownership interest in New B&W. You do not have to pay any consideration or give up any of your shares of Company common stock to receive shares of our common stock in the spin-off.

Q: Why is the Company separating New B&W from the Company’s business?

A: The Company’s board and management believe the benefits of the spin-off will include: (1) the flexibility to allocate resources and deploy capital internally in a manner consistent with the strategic priorities of each business, (2) increased opportunities to pursue external growth strategies as independent companies, (3) the ability to attract an investor base suited to the particular operational and financial characteristics of each company, and (4) greater management focus on the distinct businesses of power generation and government and nuclear operations.

Q: What is New B&W?

A: New B&W is a Delaware corporation that will consist of the Company’s Power Generation business following the spin-off. This business represents the Company’s Power Generation segment combined with related captive insurance operations. The Company’s Power Generation segment comprises the operations of Babcock & Wilcox Power Generation Group, Inc. and its subsidiaries, except for subsidiaries associated with the Company’s Nuclear Energy segment that will be transferred to the Company before the spin-off.

Q: Who will manage New B&W after the spin-off?

A: We will be led by E. James Ferland, who will be our Chairman and Chief Executive Officer (prior to the spin-off, the Company’s President and Chief Executive Officer). The rest of our management team includes Jenny L. Apker, our Senior Vice President and Chief Financial Officer (prior to the spin-off, the Company’s Vice President, Treasurer and Investor Relations), Mark A. Carano, Senior Vice President, Treasurer and Corporate Development (prior to the spin-off, the Company’s Senior Vice President and Chief Corporate Development Officer), Elias Gedeon, our Senior Vice President and Chief Business Development Officer (prior to the spin-off, the Company’s Senior Vice President and Chief Business Development Officer), and J. André Hall, our Senior Vice President, General Counsel and Corporate Secretary (prior to the spin-off, the Company’s Assistant General Counsel, Transactions and Compliance). We will also benefit from the knowledge, experience and skills of our board of directors. For more information regarding our management team and our board of directors following the spin-off, see “Management.”

Q: What is being distributed in the spin-off?

A: The Company will distribute              share of New B&W common stock for every              shares of Company common stock outstanding as of the record date for the spin-off. Approximately              million shares of our common stock will be distributed in the spin-off, based upon the number of shares of Company common stock outstanding on                     , 2015. The shares of our common stock to be distributed by the Company and any replacement incentive awards granted in connection with the spin-off will constitute all of the issued and outstanding shares of our common stock. For more information on the shares being distributed in the spin-off, see “Description of Capital Stock.”

Q: What is the record date for the spin-off, and when will the spin-off occur?

A: The record date is                     , 2015, and ownership is determined as of 5:00 p.m. New York City time on that date. Shares of New B&W common stock will be distributed on                     , 2015, which we refer to as the distribution date.

Q: As a holder of shares of Company common stock as of the record date, what do I have to do to participate in the spin-off?

A: Nothing, although you are urged to read this document carefully. You will receive                  share of New B&W common stock for every              shares of Company common stock held as of the record date and retained through the distribution date. You may also participate in the spin-off if you purchase Company common stock in the “regular way” market after the record date and retain your Company shares through the distribution date. See “The Spin-Off—Trading of Company Common Stock After the Record Date and Prior to the Distribution.”

Q: If I sell my shares of Company common stock before or on the distribution date, will I still be entitled to receive New B&W shares in the spin-off?

A: If you sell your shares of Company common stock prior to or on the distribution date, you may also be selling your right to receive shares of New B&W common stock. See “The Spin-Off—Trading of Company Common Stock After the Record Date and Prior to the Distribution.” You are encouraged to consult with your financial advisor regarding the specific implications of selling your Company common stock prior to or on the distribution date.

Q: How will fractional shares be treated in the spin-off?

A: Any fractional share of our common stock otherwise issuable to you will be sold on your behalf, and you will receive a cash payment with respect to that fractional share. For an explanation of how the cash payments for fractional shares will be determined, see “The Spin-Off—Treatment of Fractional Shares.”

Q: Will the spin-off affect the number of shares and trading price of Company common stock I currently hold?

A: The number of shares of Company common stock held by a stockholder will be unchanged. The market value of each Company share, however, will decline to reflect the impact of the spin-off because the trading price will no longer reflect the value of the combined businesses. We cannot provide you with any guarantees as to the price at which shares of the Company or New B&W common stock will trade following the spin-off.

Q: Will my shares of Company common stock continue to trade on a stock market?

A: Yes, shares of Company common stock will continue to be listed on the New York Stock Exchange under the new ticker symbol “BWXT” following the completion of the spin-off.

Q: What are the U.S. federal income tax consequences of the distribution of our shares of common stock to U.S. stockholders?

A: The Company intends to obtain an opinion of counsel, substantially to the effect that, for U.S. federal income tax purposes, the spin-off will qualify under Section 355 of the Internal Revenue Code of 1986, as amended (the “Code”), and certain transactions related to the spin-off will qualify under Sections 355 and/or 368 of the Code. The tax opinion will be subject to certain qualifications and limitations.

Assuming the spin-off so qualifies, for U.S. federal income tax purposes, no gain or loss will be recognized by you, and no amount will be included in your taxable income (other than with respect to cash received in lieu of fractional shares), as a result of the spin-off. The material U.S. federal income tax consequences of the spin-off are described in more detail under “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-Off.”

Q: How will I determine the tax basis I will have in the shares of stock I receive in the spin-off?

A: Generally, your aggregate basis in the stock you hold in the Company and the shares of our common stock received in the spin-off will equal the aggregate basis of Company common stock held by you immediately before the spin-off. This aggregate basis should be allocated between your Company common stock and our common stock you receive in the spin-off in proportion to the relative fair market value of each immediately after the distribution. You should consult your tax advisor about how this allocation will work in your situation (including a situation where you have purchased Company shares at different times or for different amounts)

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and regarding any particular consequences of the spin-off to you, including the application of state, local, and foreign tax laws. The material U.S. federal income tax consequences of the spin-off are described in more detail under “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-Off.”

Q: Is the spin-off tax free to non-U.S. stockholders?

A: Non-U.S. stockholders will generally not be subject to U.S. tax on the spin-off. However, non-U.S. stockholders may be subject to tax on the spin-off in jurisdictions outside the U.S. The foregoing is for general information purposes and does not constitute tax advice. Stockholders should consult their own tax advisors regarding the particular consequences of the spin-off to them.

Q: Will I receive a stock certificate for New B&W shares distributed as a result of the spin-off?

A: Registered holders of Company common stock who are entitled to participate in the spin-off will receive a book-entry account statement reflecting their ownership of New B&W common stock. For additional information, registered stockholders in the United States should contact the Company’s transfer agent, Computershare Trust Company, N.A., at 1-800-446-2617, or through its website at www.computershare.com. Stockholders from outside the United States may call 781-575-2723. See “The Spin-Off—When and How You Will Receive New B&W Shares.”

Q: What if I hold my shares through a broker, bank or other nominee?

A: Company stockholders who hold their shares through a broker, bank or other nominee will have their brokerage account credited with shares of New B&W common stock. For additional information, those stockholders should contact their broker or bank directly.

Q: What are the conditions to the spin-off?

A: The spin-off is subject to a number of conditions, including, among others, (1) the receipt of an opinion of counsel, substantially to the effect that, for U.S. federal income tax purposes, the spin-off will qualify under Section 355 of the Code and certain transactions related to the spin-off will qualify under Sections 355 and/or 368 of the Code and (2) the SEC declaring effective the registration statement of which this information statement forms a part. However, even if all of the conditions have been satisfied, the Company may amend, modify or abandon any and all terms of the distribution and the related transactions at any time prior to the distribution date. In the event that the Company’s board of directors waives a material condition or amends, modifies or abandons the spin-off, the Company will notify its stockholders in a manner reasonably calculated to inform them of such modifications with a press release, Current Report on Form 8-K or other means. The Company is not aware of any circumstances under which the spin-off would be abandoned. For additional information regarding the conditions to the spin-off, see “The Spin-Off—Spin-Off Conditions and Termination.”

Q: Will New B&W incur any debt prior to or at the time of the spin-off?

A: We intend to enter into a new revolving credit facility prior to or at the time of the spin-off. We do not currently anticipate borrowing any amounts under the new revolving credit facility prior to or at the time of the spin-off, but we do expect to have outstanding letters of credit issued under this new facility at the time of the spin-off. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

Q: Are there risks to owning shares of New B&W common stock?

A: Yes. New B&W’s business is subject both to general and specific business risks relating to its operations. In addition, the spin-off involves specific risks, including risks relating to New B&W being an independent, publicly traded company. See “Risk Factors.”

Q: Does New B&W plan to pay cash dividends?

A: No. We do not currently plan to pay a regular dividend on our common stock following the spin-off. The declaration and amount of future dividends, if any, will be determined by our board of directors and will depend on our financial condition, earnings, capital requirements, financial covenants, industry practice and other factors our board of directors deems relevant. See “Dividend Policy.”

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Q: Will New B&W common stock trade on a stock market?

A: Currently, there is no public market for our common stock. We intend to list our common stock on the New York Stock Exchange under the symbol “BW.” We anticipate that limited trading in shares of New B&W common stock will begin on a “when-issued” basis shortly before the record date and will continue up to and including through the distribution date and that “regular-way” trading in shares of New B&W common stock will begin on the first trading day following the distribution date. The “when-issued” trading market will be a market for shares of New B&W common stock that will be distributed to Company stockholders on the distribution date. If you owned shares of Company common stock at the close of business on the record date, you would be entitled to shares of our common stock distributed pursuant to the spin-off. You may trade this entitlement to shares of New B&W common stock, without the shares of Company common stock you own, on the “when-issued” market.

We cannot predict the trading prices for our common stock before, on or after the distribution date.

Q: What will happen to Company stock options, restricted stock units, deferred stock units and performance shares?

A: We currently expect that, subject to approval of the compensation committee of the Company’s board of directors, equity-based compensation awards will generally be treated as follows:

• Each outstanding option to purchase shares of Company common stock that is granted during 2015 prior to the distribution date to an officer or employee of the Company who will remain an officer or employee of the Company and will not become an officer or employee of New B&W in connection with the spin-off will be replaced with an adjusted option to purchase Company common stock. Each of those adjusted options will reflect adjustments that will be generally intended to preserve the intrinsic value of the original option and the ratio of the exercise price to the fair market value of the stock subject to the option. To the extent the options being adjusted are vested, the adjusted options will also be vested.

• Each outstanding option to purchase shares of Company common stock that is granted during 2015 prior to the distribution date to a person who is or will become an officer or employee of New B&W in connection with the spin-off will be replaced with substitute options to purchase shares of New B&W common stock. Each of those substitute options will have terms that will be generally intended to preserve the intrinsic value of the original option and the ratio of the exercise price to the fair market value of the stock subject to the option. To the extent the options being replaced are vested, the substitute options will also be vested.

• Each outstanding option to purchase shares of Company common stock that was granted prior to 2015 will be replaced with both an adjusted Company stock option and a substitute New B&W stock option. Both options, when combined, will have terms that will be generally intended to preserve the intrinsic value of the original option and the ratio of the exercise price to the fair market value of the stock subject to the option. To the extent the options being replaced are vested, the substitute options will also be vested.

• Company restricted stock unit awards granted during 2015 prior to the distribution date to officers or employees of the Company who will remain officers or employees of the Company and will not become directors, officers or employees of New B&W in connection with the spin-off will be replaced with adjusted Company awards, each of which will generally preserve the value of the original award.

• Company restricted stock unit awards granted during 2015 prior to the distribution date to persons who are or will become officers or employees of New B&W in connection with the spin-off will be converted into substitute New B&W awards, each of which will generally preserve the value of the original award.

• Outstanding Company restricted stock unit awards granted prior to 2015, any restricted stock unit awards granted to the Company’s directors prior to the distribution date that have been deferred by such directors, if any, and any Company restricted stock awards granted pursuant to retention agreements entered into with certain employees of the Company in contemplation of the spin-off, will be replaced with

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both (1) adjusted Company awards and (2) substitute New B&W awards, which, when combined, will generally preserve the value of the original award.

• Outstanding Company performance share awards granted prior to 2015 will generally be converted into unvested rights to receive the value of deemed target performance in unrestricted shares of Company common stock and New B&W common stock, in each case with the same vesting terms as the original awards.

For additional information on the treatment of Company equity-based compensation awards, see “The Spin-Off—Treatment of Stock-Based Awards.”

Q: What will the relationship between the Company and New B&W be following the spin-off?

A: After the spin-off, the Company will not own any shares of New B&W common stock, and each of the Company and New B&W will be an independent, publicly traded company with its own management team and board of directors. However, in connection with the spin-off, we will enter into a number of agreements with the Company that will govern the spin-off and allocate responsibilities for obligations arising before and after the spin-off, including, among others, obligations relating to our employees and taxes. See “Relationship with the Company After the Spin-Off.”

Q: Will I have appraisal rights in connection with the spin-off?

A: No. Holders of shares of Company common stock are not entitled to appraisal rights in connection with the spin-off.

Q: Who is the transfer agent for your common stock?

A: Computershare Trust Company, N.A.

            250 Royall Street

            Canton, Massachusetts 02021-1011

Q: Who is the distribution agent for the spin-off?

A: Computershare Trust Company, N.A.

            250 Royall Street

            Canton, Massachusetts 02021-1011

Q: Whom can I contact for more information?

A: If you have questions relating to the mechanics of the distribution of New B&W shares, you should contact the distribution agent:

Computershare Trust Company, N.A.

250 Royall Street

Canton, Massachusetts 02021-1011

Telephone: 1-800-446-2617

Before the spin-off, if you have questions relating to the spin-off, you should contact the Company’s Corporate Secretary at:

The Babcock & Wilcox Company

The Harris Building

13024 Ballantyne Corporate Place, Suite 700

Charlotte, North Carolina 28277

Attention: Corporate Secretary

Telephone: 704-625-4910

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SUMMARY

The following is a summary of some of the information contained in this information statement. It does not contain all the details concerning us or the spin-off, including information that may be important to you. We urge you to read this entire document carefully, including the risk factors, the historical combined financial statements and the notes to those financial statements.

Unless the context requires otherwise or we specifically indicate otherwise, the terms “New B&W,” “we,” “our,” “ours” and “us” refer to Babcock & Wilcox Enterprises, Inc., a company incorporated under the laws of the state of Delaware, and its subsidiaries as of the distribution date; and the term the “Company” refers to The Babcock & Wilcox Company, a company incorporated under the laws of the State of Delaware, and its subsidiaries prior to the spin-off and following the spin-off. In connection with the spin-off, the Company will change its name to BWX Technologies, Inc.

We describe in this information statement the business to be held by us after the spin-off as if it were our business for all historical periods described. However, we are an entity that will not have independently conducted any operations before the spin-off. References in this document to our historical assets, liabilities, products, business or activities generally refer to the historical assets, liabilities, products, business or activities of the New B&W business as it was conducted as part of the Company before the spin-off and excludes the assets and liabilities of subsidiaries of Babcock & Wilcox Power Generation Group, Inc. (“PGG OpCo”) associated with the Company’s Nuclear Energy segment that will be transferred to the Company before the spin-off. The historical combined financial results as part of the Company contained in this information statement may not be indicative of our financial results in the future as an independent company or reflect what our financial results would have been had we been an independent company during the periods presented.

Except as otherwise indicated or unless the context otherwise requires, the information included in this information statement assumes the completion of the separation of New B&W from the Company and the related distribution of our common stock.

Our Company

We are currently a wholly owned subsidiary of the Company. The Company is a successor to a business founded in 1867, which was acquired by McDermott International, Inc. (“MII”) in 1978. In July 2010, MII spun-off the businesses that comprised its then Power Generation and Government Operations segments into the Company. Our assets and business will consist of those that the Company reports as its Power Generation segment in its financial statements combined with related captive insurance operations. Prior to the spin-off, PGG OpCo will transfer the assets and liabilities associated with the Company’s Nuclear Energy segment to the Company. Following the spin-off, we will be an independent, publicly traded company that operates the Company’s Power Generation business. The Company will not retain any ownership interest in us.

New B&W will be a leading technology-based provider of advanced fossil and renewable power generation equipment with a broad suite of boiler products and environmental systems. In addition, we will provide one of the most comprehensive platforms of aftermarket services to a large global installed base of power generation facilities. Finally, we will be a leading provider of technology and services in the growing market for industrial environmental systems. Across all our capabilities, we specialize in engineering, manufacturing, procurement, and erection of equipment and technology across a large and global customer base.

New B&W will operate in three reportable segments: Global Power, Global Services and Industrial Environmental. Through our Global Power segment, we engineer, manufacture, procure, construct and commission steam generating and environmental systems and other related equipment. Through our Global Services segment, we provide a comprehensive mix of aftermarket products and services to support peak efficiency and availability of steam generating and associated environmental and auxiliary equipment. Our global installed base represents more than 300,000 MW of equivalent steam-generating capacity in more than 800 facilities in over 90 countries. We also provide aftermarket services for installed units delivered by other original equipment suppliers. Through our Industrial Environmental segment, we design, engineer and manufacture products including oxidizers, solvent and distillation systems, wet and dry electrostatic precipitators, scrubbers and heat recovery systems. This segment is comprised of the operations of MEGTEC Holdings, Inc. and its subsidiaries (“MEGTEC”), which we acquired on June 20, 2014.

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We participate in the ownership of a variety of entities with third parties, primarily through corporations, limited liability companies and partnerships, which we refer to as “joint ventures.” As of December 31, 2014, we employed approximately 6,000 people worldwide, not including approximately 2,500 joint venture employees.

We have a number of competitive strengths that we believe position us for continued success in our markets. They include:

• Leading Market Position in the Global Power Generation Market: We are a proven leader and brand in the design, engineering, manufacture, supply, construction and maintenance of steam generating and environmental control systems for power generation providers worldwide.

• Recurring Global Aftermarket Services Revenues in the Power Generation Market: We provide a comprehensive mix of aftermarket products, services and technical solutions to a large global installed base for our and our competitors’ power generation and industrial plants globally.

• Established Platform in the Global Industrial Environmental Market: We are a leading provider of technology and services in the highly fragmented and growing market for industrial environmental systems.

• Proven Track Record of Success and Innovation: We have served the global power generation industry for over 145 years and have a rich legacy of advanced technology development for the power generation and industrial markets.

• Global, Diversified Client Base: We have a broad customer base, consisting of a wide range of utilities, independent power producers and industrial companies globally.

• Demonstrated Success with Large and Complex Projects: We have demonstrated success in executing large delivered and erected projects, both at new power plants and as retrofits at existing facilities.

• Experienced Management and Engineering Team: Our senior management team has broad power and industrial market experience and is supported by a strong operating management team, which possesses extensive operational and managerial experience.

Our strategy as an independent company will focus on four important areas:

• Optimize Our Business to Align with the Market Opportunity: We will continue enhancing our operating model and asset base to optimize our approach to profitable organic growth and enhanced free cash flow across our range of global markets.

• Pursue Growth Opportunities in the International Power Generation Market: We will continue to pursue growth opportunities in the international power generation market by expanding our marketing and operational presence in regions around the world where we expect continued demand growth and increased need for new plant aftermarket services for both fossil and renewable (waste to energy and biomass) power generation.

• Continue Disciplined Acquisition Program with Successful Integration: Our management team has demonstrated its ability to identify business acquisition opportunities, consummate acquisitions and integrate acquired businesses effectively.

• Maintain our Commitment to Safety: We value the health and safety of all employees and seek to provide a workplace that is free of accidents and injuries.

In connection with the spin-off, we and the Company are entering into agreements, including a master separation agreement, a tax sharing agreement and an employee matters agreement, under which we and the Company will, among other things, indemnify each other against certain liabilities arising from our respective businesses. See “Relationship with the Company After the Spin-Off—Agreements Between the Company and Us.”

The address of our principal executive offices is The Harris Building, 13024 Ballantyne Corporate Place, Suite 700, Charlotte, NC 28277. Our main telephone number is (704) 625-4900.

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Summary of the Spin-Off

The following is a brief summary of the terms of the spin-off. Please see “The Spin-Off” for a more detailed description of the matters described below.

Distributing company The Company. After the distribution, the Company will not retain any shares of our common stock.

Distributed company New B&W, which is currently a wholly owned subsidiary of the Company. Prior to the distribution, PGG OpCo will transfer the assets and liabilities associated with the Company’s Nuclear Energy segment to the Company. After the distribution, New B&W will be an independent, publicly traded company that operates the Company’s Power Generation business.

Distribution ratio Each holder of Company common stock will receive              share of our common stock for every              shares of Company common stock held on the record date. Approximately          million shares of our common stock will be distributed in the spin-off, based upon the number of shares of Company common stock outstanding on                     , 2015. The shares of our common stock to be distributed by the Company, together with the replacement incentive awards granted in connection with the spin-off, will constitute all of the issued and outstanding shares of our common stock. For more information on the shares being distributed in the spin-off, see “Description of Capital Stock.”

Fractional shares The transfer agent identified below will aggregate fractional shares into whole shares and sell them on behalf of stockholders in the open market at prevailing market prices and distribute the proceeds pro rata to each Company stockholder who otherwise would have been entitled to receive a fractional share in the spin-off. You will not be entitled to any interest on the amount of payment made to you in lieu of a fractional share. See “The Spin-Off—Treatment of Fractional Shares.”

Distribution procedures On or about the distribution date, the distribution agent identified below will distribute the shares of our common stock to be distributed by crediting those shares to book-entry accounts established by the transfer agent for persons who were stockholders of the Company as of 5:00 p.m., New York City time, on the record date. Shares of New B&W common stock will be issued only in book-entry form. No paper stock certificates will be issued. You will not be required to make any payment or surrender or exchange your shares of Company common stock or take any other action to receive your shares of our common stock. However, as discussed below, if you sell shares of Company common stock in the “regular way” market after the record date and prior to or on the distribution date, you will be selling your right to receive the associated shares of our common stock in the spin-off. Registered stockholders will receive additional information from the transfer agent shortly after the distribution date. Beneficial stockholders will receive information from their brokerage firms.

Distribution agent, transfer agent Computershare Trust Company, N.A.

and registrar for our shares of

common stock

Record date 5:00 p.m., New York City time, on                     , 2015.

Distribution date                     , 2015.

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Trading prior to or on the distribution date It is anticipated that, beginning shortly before the record date, the Company’s shares will trade in two markets on the New York Stock Exchange, a “regular way” market and an “ex-distribution” market. Investors will be able to purchase Company shares without the right to receive shares of our common stock in the “ex-distribution” market for Company common stock. Any holder of Company common stock who sells Company shares in the “regular way” market after the record date and on or before the distribution date will also be selling the right to receive shares of our common stock in the spin-off. You are encouraged to consult with your financial advisor regarding the specific implications of selling Company common stock prior to or on the distribution date.

Assets and liabilities of the distributed company Before the distribution date, we and the Company will enter into a master separation agreement that will contain the key provisions relating to the separation of our business from the Company and the distribution of our shares of common stock. The master separation agreement will identify the assets to be transferred, liabilities to be assumed and contracts to be assigned either to us by the Company or by us to the Company in the spin-off and will describe when and how these transfers, assumptions and assignments will occur. See “Relationship with the Company After the Spin-Off—Agreements Between the Company and Us—Master Separation Agreement.”

Relationship with the Company after the spin-off Before the distribution date, we and the Company will enter into agreements to define various continuing relationships between the Company and us in various contexts. In particular, we will enter into transition services agreements under which we and the Company will provide each other with transition services on an interim basis. We and the Company will also enter into an agreement providing for the sharing of taxes incurred before and after the distribution, various indemnification rights with respect to tax matters and restrictions to preserve the tax-free status of the distribution to the Company. See “Relationship with the Company After the Spin-Off—Agreements Between the Company and Us.”

Indemnities Under the terms of the tax sharing agreement we will enter into in connection with the spin-off, the Company will generally be responsible for any taxes imposed on the Company and its subsidiaries or us or our subsidiaries in the event that certain transactions related to the spin-off were to fail to qualify for tax-free treatment. However, if these transactions were to fail to qualify for tax-free treatment because of actions or failures to act by us, we would be responsible for all such taxes. Please see “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-Off.” Please see also “Relationship with the Company After the Spin-Off—Agreements Between the Company and Us—Tax Sharing Agreement.” Under the master separation agreement we will enter into in connection with the spin-off, we will also indemnify the Company and its remaining subsidiaries against various claims and liabilities relating to the past operation of our business. Please see “Relationship with the Company After the Spin-Off—Agreements Between the Company and Us—Master Separation Agreement.”

U.S. federal income tax consequences The Company expects to obtain an opinion of counsel substantially to the effect that, for U.S. federal income tax purposes, the spin-off will qualify under Section 355 of the Code and certain transactions related to the spin-off will qualify under Sections 355 and/or 368 of the Code. The material

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United States federal income tax consequences of the spin-off are described in more detail under “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-Off.”

Conditions to the spin-off We expect that the spin-off will be completed on                     , 2015, provided that the conditions set forth under the caption “The Spin-Off—Spin-Off Conditions and Termination” have been satisfied in the Company’s sole and absolute discretion. However, even if all of the conditions have been satisfied, the Company may amend, modify or abandon any and all terms of the distribution and the related transactions at any time prior to the distribution date. The Company is not aware of any circumstances under which the spin-off would be abandoned.

Reasons for the spin-off The Company’s board and management believe the benefits of the spin-off include: (1) the flexibility to allocate resources and deploy capital internally in a manner consistent with the strategic priorities of each business, (2) increased opportunities to pursue external growth strategies as independent companies, (3) the ability to attract an investor base suited to the particular operational and financial characteristics of each company, and (4) greater management focus on the distinct businesses of power generation and government and nuclear operations. For more information, see “The Spin-Off—Reasons for the Spin-Off.”

Stock exchange listing Currently there is no public market for our common stock. We intend to list our common stock on the New York Stock Exchange, or the NYSE, under the symbol “BW.” We anticipate that trading will commence on a “when-issued” basis shortly before the record date. “When-issued” trading refers to a transaction made conditionally because the security has been authorized but not yet issued. On the first trading day following the distribution date, “when-issued” trading in respect of our common stock will end and “regular way” trading will begin. “Regular way” trading refers to trading after a security has been issued and typically involves a transaction that settles on the third full business day following the date of the transaction. We cannot predict the trading prices for our common stock following the spin-off. In addition, following the spin-off, Company common stock will remain outstanding and will continue to trade on the NYSE. We also cannot predict the trading prices for Company common stock following the spin-off.

Risk factors You should review the risks relating to the spin-off, our industry and our business and ownership of our common stock described in “Risk Factors.”

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SUMMARY HISTORICAL AND UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

The following table presents summary historical and unaudited pro forma combined financial information. We derived the statement of operations information for each of the years ended December 31, 2014, 2013 and 2012 and the balance sheet information as of December 31, 2014 and 2013 from the audited combined financial statements included in this information statement. We derived the balance sheet information as of December 31, 2012 from the unaudited combined financial statements not included in this information statement.

The summary unaudited pro forma combined financial information for the years ended December 31, 2014, 2013 and 2012 has been prepared to reflect the transfer of the assets and liabilities associated with the Company’s Nuclear Energy segment to the Company. The unaudited pro forma combined statement of operations data presented for the years ended December 31, 2014, 2013 and 2012, assumes the transfer of the assets and liabilities associated with the Company’s Nuclear Energy segment to the Company occurred on January 1, 2012. The unaudited pro forma combined balance sheet data assumes the transfer of the assets and liabilities associated with the Company’s Nuclear Energy segment to the Company occurred on December 31, 2012. The assumptions used and pro forma adjustments derived from such assumptions are based on currently available information and we believe such assumptions are reasonable.

The unaudited pro forma combined financial information is not necessarily indicative of our results of operations or financial condition had the transfer of the assets and liabilities associated with the Company’s Nuclear Energy segment to the Company been completed on the dates assumed. They may not reflect the results of operations or financial condition that would have resulted had we been operating as an independent, publicly traded company during such periods.

You should read the summary historical and unaudited pro forma combined financial information in conjunction with the combined financial statements and the accompanying notes, the unaudited pro forma combined financial statements and the accompanying notes, “Selected Historical Combined Financial Information,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in this information statement. The financial information presented below is not necessarily indicative of our future performance or what our financial position and results of operations would have been had we operated as an independent public company during the periods presented.

	Pro Forma Year Ended December 31,						Year Ended December 31,
	2014		2013		2012		2014		2013		2012
Statement of Operations Information:
Revenues	$	1,486,029	$	1,767,650	$	1,785,959	$	1,589,719	$	1,921,163	$	2,039,100
Costs and expenses		1,527,379		1,565,969		1,640,965		1,655,915		1,684,376		1,850,616
Equity in income of investees		8,681		18,387		17,402		8,681		18,387		17,402
Operating income (loss)		(32,669)		220,068		162,396		(57,515)		255,174		205,886
Other income (expense)		1,358		2,258		(1,143)		1,823		1,847		(669)
Income (loss) before provision for (benefit from) income taxes		(31,311)		222,326		161,253		(55,692)		257,021		205,217
Provision for (benefit from) income taxes		(23,361)		74,544		54,179		(29,528)		82,206		64,323
Net income (loss) attributable to The Power Generation Operations of The Babcock & Wilcox Company	$	(8,315)	$	147,493	$	106,933	$	(26,529)	$	174,526	$	140,753
Earnings Per Share Data:
Basic	$		$		$		$		$		$
Diluted	$		$		$		$		$		$
Weighted average common stock outstanding:
Basic
Diluted
Non-GAAP Data:
Adjusted net income attributable to The Power Generation Operations of The Babcock & Wilcox Company (1)	$	68,492	$	99,460	$	113,470	$	64,851	$	116,620	$	149,851
Adjusted diluted earnings per common share (1)
Other Data:
Depreciation and amortization	$	32,156	$	25,420	$	19,877	$	36,454	$	29,726	$	23,857
Capital expenditures		15,338		13,819		18,540		17,204		16,563		25,074

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	Pro Forma Year Ended December 31,						Year Ended December 31,
	2014		2013		2012		2014		2013		2012
Balance Sheet Information:
Working capital	$	364,572	$	235,929	$	116,525	$	366,604	$	231,275	$	115,045
Total assets		1,437,800		1,219,628		1,288,419		1,522,806		1,296,469		1,419,651
Notes payable and current maturities of long-term debt		3,215		4,671		4,062		3,215		4,671		4,062
Long-term debt		-		225		430		-		225		430
Other Data:
Backlog	$	2,246,668	$	2,072,132	$	2,483,046	$	2,480,177	$	2,173,350	$	2,680,292

(1) Adjusted net income and adjusted diluted earnings per common share are defined as net income and diluted earnings per common share adjusted to exclude actuarial gains and losses on pension and post-retirement plans and special charges for restructuring activities. We present adjusted net income and adjusted diluted earnings per common share, which are not prepared in accordance with GAAP, because we believe they provide meaningful insight into operational performance. Additionally, we believe that when considered together with the GAAP results and the reconciliation to net income and diluted earnings per common share, these non-GAAP measures provide a more complete understanding of our business than could be obtained absent this disclosure. We use adjusted net income and adjusted diluted earnings per common share, together with financial measures prepared in accordance with GAAP, such as net income and diluted earnings per common share, to assess our historical and prospective operating performance and to enhance our understanding of our core operating performance. Additionally, we are presenting these measures because we believe they are useful in (a) helping investors facilitate comparisons of our operating results with prior periods and (b) assisting investors in understanding our ongoing operations and our operating performance. We are providing these non-GAAP measures to supplement the results provided in accordance with GAAP and they should not be considered superior to, or as substitutes for, the comparable GAAP results.

The following table provides a reconciliation of net income and diluted earnings per share to adjusted net income and adjusted diluted earnings per common share:

	Pro Forma Year Ended December 31,								Year Ended December 31,
	2014			2013			2012		2014			2013			2012
	(in thousands)
Net income attributable to The Power Generation Operations of The Babcock & Wilcox Company	$	(8,315	)	$	147,493		$	106,933		$  (26,529	)	$	174,526		$	140,753
Actuarial (gains) losses on our pension and post-retirement plans		63,857			(60,248	)		6,537		71,121			(76,064	)		9,098
Special charges for restructuring activities		12,950			12,215			-		20,259			18,158			-
Adjusted net income attributable to The Power Generation Operations of The Babcock & Wilcox Company	$	68,492		$	99,460		$	113,470	$	64,851		$	116,620		$	149,851
Diluted earnings per common share
Actuarial (gains) losses on our pension and postretirement plans	$			$			$		$			$			$
Special charges for restructuring activities
Adjusted diluted earnings per common share	$			$			$		$			$			$

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RISK FACTORS

You should carefully consider each of the following risks and all of the other information contained in this information statement. Some of these risks relate principally to our spin-off from the Company, while others relate principally to our business and the industry in which we operate or to the securities markets generally and ownership of our common stock.

If any of these risks develop into actual events, our business, financial condition, results of operations or cash flows could be materially adversely affected by any of these risks, and, as a result, the trading price of our common stock could decline.

Risks Relating to Our Industry and Our Business

We derive substantial revenues from electric power generating companies and other steam-using industries, with demand for our products and services depending on spending in these historically cyclical industries. Additionally, recent legislative and regulatory developments relating to clean air legislation are impacting plans for spending on coal-fired power plants within the United States and elsewhere.

The demand for power generation products and services depends primarily on the spending of electric power generating companies and other steam-using industries and expenditures by original equipment manufacturers. These expenditures are influenced by such factors as:

• prices for electricity, along with the cost of production and distribution;

• prices for natural resources such as coal and natural gas;

• demand for electricity and other end products of steam-generating facilities;

• availability of other sources of electricity or other end products;

• requirements of environmental legislation and regulations, including potential requirements applicable to carbon dioxide emissions;

• impact of potential regional, state, national and/or global requirements to significantly limit or reduce greenhouse gas emissions in the future;

• level of capacity utilization and associated operations and maintenance expenditures of power generating companies and other steam-using facilities;

• requirements for maintenance and upkeep at operating power plants and other steam-using facilities to combat the accumulated effects of wear and tear;

• ability of electric generating companies and other steam users to raise capital; and

• relative prices of fuels used in boilers, compared to prices for fuels used in gas turbines and other alternative forms of generation.

A material decline in spending by electric power generating companies and other steam-using industries over a sustained period of time could materially and adversely affect the demand for our power generation products and services and, therefore, our financial condition, results of operations and cash flows. Coal-fired power plants have been scrutinized by environmental groups and government regulators over the emissions of potentially harmful pollutants. The recent economic environment and uncertainty concerning new environmental legislation or replacement rules or regulations in the US and elsewhere has caused many of our major customers, principally electric utilities, to delay making substantial expenditures for new plants, as well as upgrades to existing power plants.

Demand for our products and services is vulnerable to economic downturns and industry conditions.

Demand for our products and services has been, and we expect that demand will continue to be, subject to significant fluctuations due to a variety of factors beyond our control, including economic and industry conditions. These factors include, but are not limited to: the cyclical nature of our industry, inflation, geopolitical

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issues, the availability and cost of credit, volatile oil and natural gas prices, low business and consumer confidence, high unemployment and energy conservation measures.

Unfavorable economic conditions may lead customers to delay, curtail or cancel proposed or existing projects, which may decrease the overall demand for our products and services and adversely affect our results of operations.

In addition, our customers may find it more difficult to raise capital in the future due to limitations on the availability of credit, increases in interest rates and other factors affecting the federal, municipal and corporate credit markets. Also, our customers may demand more favorable pricing terms and find it increasingly difficult to timely pay invoices for our products and services, which would impact our future cash flows and liquidity. Inflation or significant changes in interest rates could reduce the demand for our products and services. Any inability to timely collect our invoices may lead to an increase in our accounts receivable and potentially to increased write-offs of uncollectible invoices. If the economy weakens, or customer spending declines, then our backlog, revenues, net income and overall financial condition could deteriorate.

Our backlog is subject to unexpected adjustments and cancellations and may not be a reliable indicator of future revenues or earnings.

There can be no assurance that the revenues projected in our backlog will be realized or, if realized, will result in profits. Because of project cancellations or changes in project scope and schedule, we cannot predict with certainty when or if backlog will be performed. In addition, even where a project proceeds as scheduled, it is possible that contracted parties may default and fail to pay amounts owed to us or poor project performance could increase the cost associated with a project. Delays, suspensions, cancellations, payment defaults, scope changes and poor project execution could materially reduce or eliminate the revenues and profits that we actually realize from projects in backlog.

Reductions in our backlog due to cancellation or modification by a customer or for other reasons may adversely affect, potentially to a material extent, the revenues and earnings we actually receive from contracts included in our backlog. Many of the contracts in our backlog provide for cancellation fees in the event customers cancel projects. These cancellation fees usually provide for reimbursement of our out-of-pocket costs, revenues for work performed prior to cancellation and a varying percentage of the profits we would have realized had the contract been completed. However, we typically have no contractual right upon cancellation to the total revenues reflected in our backlog. Projects may remain in our backlog for extended periods of time. If we experience significant project terminations, suspensions or scope adjustments to contracts reflected in our backlog, our financial condition, results of operations and cash flows may be adversely impacted.

We are subject to risks associated with contractual pricing in our industry, including the risk that, if our actual costs exceed the costs we estimate on our fixed-price contracts, our profitability will decline, and we may suffer losses.

We are engaged in a highly competitive industry, and we have priced a number of our projects on a fixed-price basis. Our actual costs could exceed our projections. We attempt to cover the increased costs of anticipated changes in labor, material and service costs of long-term contracts, either through estimates of cost increases, which are reflected in the original contract price, or through price escalation clauses. Despite these attempts, however, the cost and gross profit we realize on a fixed-price contract could vary materially from the estimated amounts because of supplier, contractor and subcontractor performance, changes in job conditions, variations in labor and equipment productivity and increases in the cost of labor and raw materials, particularly steel, over the term of the contract. These variations and the risks generally inherent in our industry may result in actual revenues or costs being different from those we originally estimated and may result in reduced profitability or losses on projects. Some of these risks include:

• difficulties encountered on our large-scale projects related to the procurement of materials or due to schedule disruptions, equipment performance failures, unforeseen site conditions, rejection clauses in customer contracts or other factors that may result in additional costs to us, reductions in revenue, claims or disputes;

• our inability to obtain compensation for additional work we perform or expenses we incur as a result of our customers providing deficient design or engineering information or equipment or materials;

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• requirements to pay liquidated damages upon our failure to meet schedule or performance requirements of our contracts; and

• difficulties in engaging third-party subcontractors, equipment manufacturers or materials suppliers or failures by third-party subcontractors, equipment manufacturers or materials suppliers to perform could result in project delays and cause us to incur additional costs.

Changes in our effective tax rate and tax positions may vary.

We are subject to income taxes in the United States and numerous foreign jurisdictions. A change in tax laws, treaties or regulations, or their interpretation, in any country in which we operate could result in a higher tax rate on our earnings, which could have a material impact on our earnings and cash flows from operations. In addition, significant judgment is required in determining our worldwide provision for income taxes. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain, and we are regularly subject to audit by tax authorities. Although we believe that our tax estimates and tax positions are reasonable, they could be materially affected by many factors including the final outcome of tax audits and related litigation, the introduction of new tax accounting standards, legislation, regulations and related interpretations, our global mix of earnings, the realizability of deferred tax assets and changes in uncertain tax positions. A significant increase in our tax rate could have a material adverse effect on our profitability and liquidity.

Our business could be negatively impacted by security threats, including physical and cybersecurity threats, and other disruptions.

We face various security threats, including cyber threats, threats to the physical security of our facilities and infrastructure, and threats from terrorist acts, as well as the potential for business disruptions associated with these threats. Although we utilize a combination of tailored and industry standard security measures and technology to monitor and mitigate these threats, we cannot guarantee that these measures and technology will be sufficient to prevent security threats from materializing.

We have been, and will likely continue to be, subject to cyber-based attacks and other attempts to threaten our information technology systems, including attempts to gain unauthorized access to our proprietary information and attacks from computer hackers, viruses, malicious code and other security problems. From time to time, we experience system interruptions and delays; however, prior cyber-based attacks directed at us have not had a material adverse impact on our results of operations. Due to the evolving nature of these security threats, however, the impact of any future incident cannot be predicted.

The costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by other means. Occurrence of any of these events could adversely affect our internal operations, the services we provide to customers, the value of our investment in research and development efforts and other intellectual property, our future financial results, our reputation or our stock price.

In addition, from time to time we may replace and/or upgrade current financial, human resources and other information technology systems. These activities subject us to inherent costs and risks associated with replacing and updating these systems, including potential disruption of our internal control structure, substantial capital expenditures, demands on management time and other risks of delays or difficulties in transitioning to new systems or of integrating new systems into our current systems. Our systems implementations and upgrades may not result in productivity improvements at the levels anticipated, or at all. In addition, the implementation of new technology systems may cause disruptions in our business operations. Such disruption and any other information technology system disruptions, and our ability to mitigate those disruptions, if not anticipated and appropriately mitigated, could have a material adverse effect on us.

We rely on intellectual property law and confidentiality agreements to protect our intellectual property. We also rely on intellectual property we license from third parties. Our failure to protect our intellectual property rights, or our inability to obtain or renew licenses to use intellectual property of third parties, could adversely affect our business.

Our success depends, in part, on our ability to protect our proprietary information and other intellectual property. Our intellectual property could be stolen, challenged, invalidated, circumvented or rendered unenforceable. In addition, effective intellectual property protection may be limited or unavailable in some foreign countries where we operate.

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Our failure to protect our intellectual property rights may result in the loss of valuable technologies or adversely affect our competitive business position. We rely significantly on proprietary technology, information, processes and know-how that are not subject to patent or copyright protection. We seek to protect this information through trade secret or confidentiality agreements with our employees, consultants, subcontractors or other parties, as well as through other security measures. These agreements and security measures may be inadequate to deter or prevent misappropriation of our confidential information. In the event of an infringement of our intellectual property rights, a breach of a confidentiality agreement or divulgence of proprietary information, we may not have adequate legal remedies to protect our intellectual property. Litigation to determine the scope of intellectual property rights, even if ultimately successful, could be costly and could divert management’s attention away from other aspects of our business. In addition, our trade secrets may otherwise become known or be independently developed by competitors.

In some instances, we have augmented our technology base by licensing the proprietary intellectual property of third parties. In the future, we may not be able to obtain necessary licenses on commercially reasonable terms, which could have a material adverse effect on our operations.

Our use of the percentage-of-completion method of accounting could result in volatility in our results of operations.

We generally recognize revenues and profits under our long-term contracts on a percentage-of-completion basis. Accordingly, we review contract price and cost estimates regularly as the work progresses and reflect adjustments proportionate to the percentage of completion in income in the period when we revise those estimates. To the extent these adjustments result in a reduction or an elimination of previously reported profits with respect to a project, we would recognize a charge against current earnings, which could be material. Our current estimates of our contract costs and the profitability of our long-term projects, although reasonably reliable when made, could change as a result of the uncertainties associated with these types of contracts, and if adjustments to overall contract costs are significant, the reductions or reversals of previously recorded revenue and profits could be material in future periods.

Maintaining adequate bonding and letter of credit capacity is necessary for us to successfully bid on and win various contracts.

In line with industry practice, we are often required to post standby letters of credit and surety bonds to support contractual obligations to customers as well as other obligations. These letters of credit and bonds generally indemnify customers should we fail to perform our obligations under the applicable contracts. If a letter of credit or bond is required for a particular project and we are unable to obtain it due to insufficient liquidity or other reasons, we will not be able to pursue that project. We utilize bonding facilities, but, as is typically the case, the issuance of bonds under each of those facilities is at the surety’s sole discretion. Moreover, due to events that affect the insurance and bonding and credit markets generally, bonding and letters of credit may be more difficult to obtain in the future or may only be available at significant additional cost. There can be no assurance that letters of credit or bonds will continue to be available to us on reasonable terms. Our inability to obtain adequate letters of credit and bonding and, as a result, to bid on new work could have a material adverse effect on our business, financial condition and results of operations. As of December 31, 2014, after giving effect to the distribution, we would have had $206.0 million in letters of credit and bank guarantees and $435.2 million in surety bonds outstanding.

Our credit facility could restrict our operations.

We expect the terms of our credit agreement to impose various restrictions and covenants on us that could have adverse consequences, including:

• limiting our flexibility in planning for, or reacting to, changes in our business or economic, regulatory and industry conditions;

• limiting our ability to invest in joint ventures or acquire other companies;

• limiting our ability to pay dividends to our stockholders; and

• limiting our ability to borrow additional funds.

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Our business strategy includes acquisitions to support our growth. Acquisitions of other businesses can create risks and uncertainties.

We intend to pursue growth through the acquisition of businesses or assets that we believe will enable us to strengthen our existing businesses and expand into adjacent industries and regions. We may be unable to continue this growth strategy if we cannot identify suitable businesses or assets, reach agreement on potential strategic acquisitions on acceptable terms or for other reasons. Moreover, business acquisitions involve risks, including:

• difficulties relating to the assimilation of personnel, services and systems of an acquired business and the assimilation of marketing and other operational capabilities;

• challenges resulting from unanticipated changes in customer relationships after the acquisition;

• additional financial and accounting challenges and complexities in areas such as tax planning, treasury management, financial reporting and internal controls;

• assumption of liabilities of an acquired business, including liabilities that were unknown at the time the acquisition transaction was negotiated;

• diversion of management’s attention from day-to-day operations;

• failure to realize anticipated benefits, such as cost savings and revenue enhancements;

• potentially substantial transaction costs associated with business combinations; and

• potential impairment of goodwill or other intangible assets resulting from the overpayment for an acquisition.

Acquisitions may be funded by the issuance of additional equity or debt financing, which may not be available on attractive terms. Our ability to secure such financing will depend in part on prevailing capital market conditions, as well as conditions in our business and operating results. Moreover, to the extent an acquisition transaction financed by non-equity consideration results in goodwill, it will reduce our tangible net worth, which might have an adverse effect on potential credit and bonding capacity.

Additionally, an acquisition may bring us into businesses we have not previously conducted and expose us to additional business risks that are different than those we have historically experienced.

Our business strategy also includes development and commercialization of new technologies to support our growth, which requires significant investment and involves various risks and uncertainties. These new technologies may not achieve desired commercial or financial results.

Our future growth will depend on our ability to continue to innovate by developing and commercializing new product and service offerings. Investments in new technologies involve varying degrees of uncertainties and risk. Commercial success depends on many factors, including the levels of innovation, the development costs and the availability of capital resources to fund those costs, the levels of competition from others developing similar or other competing technologies, our ability to obtain or maintain government permits or certifications, the effectiveness of production, distribution and marketing efforts, and the costs to customers to deploy and provide support for the new technologies. We may not achieve significant revenue from new product and service investments for a number of years, if at all. Moreover, new products and services may not be profitable, and, even if they are profitable, our operating margins from new products and services may not be as high as the margins we have experienced historically. In addition, new technologies may not be patentable and, as a result, we may face increased competition.

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Our operations are subject to operating risks, which could expose us to potentially significant professional liability, product liability, warranty and other claims. Our insurance coverage may be inadequate to cover all of our significant risks or our insurers may deny coverage of material losses we incur, which could adversely affect our profitability and overall financial condition.

We engineer, construct and perform services in large industrial facilities where accidents or system failures can have significant consequences. Risks inherent in our operations include:

• accidents resulting in injury or the loss of life or property;

• environmental or toxic tort claims, including delayed manifestation claims for personal injury or loss of life;

• pollution or other environmental mishaps;

• adverse weather conditions;

• mechanical failures;

• property losses;

• business interruption due to political action in foreign countries or other reasons; and

• labor stoppages.

Any accident or failure at a site where we have provided products or services could result in significant professional liability, product liability, warranty and other claims against us, regardless of whether our products or services caused the incident. We have been, and in the future we may be, named as defendants in lawsuits asserting large claims as a result of litigation arising from events such as those listed above.

We endeavor to identify and obtain in established markets insurance agreements to cover significant risks and liabilities. Insurance against some of the risks inherent in our operations is either unavailable or available only at rates or on terms that we consider uneconomical. Also, catastrophic events customarily result in decreased coverage limits, more limited coverage, additional exclusions in coverage, increased premium costs and increased deductibles and self-insured retentions. Risks that we have frequently found difficult to cost-effectively insure against include, but are not limited to, business interruption, property losses from wind, flood and earthquake events, war and confiscation or seizure of property in some areas of the world, pollution liability, liabilities related to occupational health exposures (including asbestos), professional liability/errors and omissions coverage, the failure, misuse or unavailability of our information systems, the failure of security measures designed to protect our information systems from security breaches, and liability related to risk of loss of our work in progress and customer-owned materials in our care, custody and control. Depending on competitive conditions and other factors, we endeavor to obtain contractual protection against uninsured risks from our customers. When obtained, such contractual indemnification protection may not be as broad as we desire or may not be supported by adequate insurance maintained by the customer. Such insurance or contractual indemnity protection may not be sufficient or effective under all circumstances or against all hazards to which we may be subject. A successful claim for which we are not insured or for which we are underinsured could have a material adverse effect on us. Additionally, disputes with insurance carriers over coverage may affect the timing of cash flows and, if litigation with the carrier becomes necessary, an outcome unfavorable to us may have a material adverse effect on our results of operations.

We are subject to government regulations that may adversely affect our future operations.

Many aspects of our operations and properties are affected by political developments and are subject to both domestic and foreign governmental regulations, including those relating to:

• constructing and manufacturing power generation products;

• currency conversions and repatriation;

• clean air and other environmental protection legislation;

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• taxation of foreign earnings and earnings of expatriate personnel;

• transactions in or with foreign countries or officials; and

• use of local employees and suppliers.

In addition, a substantial portion of the demand for our products and services is from electric power generating companies and other steam-using customers. The demand for power generation products and services can be influenced by governmental legislation setting requirements for utilities related to operations, emissions and environmental impacts. The legislative process is unpredictable and includes a platform that continuously seeks to increase the restrictions on power producers. Potential legislation limiting emissions from power plants, including carbon dioxide, could affect our markets and the demand for our products and services related to power generation.

We cannot determine the extent to which our future operations and earnings may be affected by new legislation, new regulations or changes in existing regulations.

Regulations related to “conflict minerals” may force us to incur additional expenses, may make our supply chain more complex and may result in damage to our reputation with customers.

On August 22, 2012, under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), the SEC adopted new requirements for companies that use minerals and metals, known as conflict minerals, in their products, whether or not these products are manufactured by third parties. Under these requirements, companies that are subject to the rules conduct due diligence and disclose and report whether or not such minerals originate from the Democratic Republic of Congo and adjoining countries. The implementation of these new requirements could adversely affect the sourcing, availability and pricing of minerals used in the manufacture of components incorporated in our products. In addition, we will incur additional costs to comply with the disclosure requirements, including costs related to determining the source of any of the relevant minerals and metals used in our products. Since our supply chain is complex, we may not be able to sufficiently verify the origins for these minerals and metals used in our products through the diligence procedures that we implement, which may harm our reputation. In such event, we may also face difficulties in satisfying customers who require that the components of our products either may not originate from the Democratic Republic of Congo and adjoining countries or must be certified as conflict free.

Our business requires us to obtain, and to comply with, national, state and local government permits and approvals.

Our business is required to obtain, and to comply with, national, state and local government permits and approvals. Any of these permits or approvals may be subject to denial, revocation or modification under various circumstances. Failure to obtain or comply with the conditions of permits or approvals may adversely affect our operations by temporarily suspending our activities or curtailing our work and may subject us to penalties and other sanctions. Although existing licenses are routinely renewed by various regulators, renewal could be denied or jeopardized by various factors, including:

• failure to comply with environmental and safety laws and regulations or permit conditions;

• local community, political or other opposition;

• executive action; and

• legislative action.

In addition, if new environmental legislation or regulations are enacted or implemented, or existing laws or regulations are amended or are interpreted or enforced differently, we may be required to obtain additional operating permits or approvals. Our inability to obtain, and to comply with, the permits and approvals required for our business could have a material adverse effect on us.

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Our operations involve the handling, transportation and disposal of hazardous materials, and environmental laws and regulations and civil liability for contamination of the environment or related personal injuries may result in increases in our operating costs and capital expenditures and decreases in our earnings and cash flows.

Our operations involve the handling, transportation and disposal of hazardous materials. Failure to properly handle these materials could pose a health risk to humans or wildlife and could cause personal injury and property damage (including environmental contamination). If an accident were to occur, its severity could be significantly affected by the volume of the materials and the speed of corrective action taken by emergency response personnel, as well as other factors beyond our control, such as weather and wind conditions. Actions taken in response to an accident could result in significant costs.

Governmental requirements relating to the protection of the environment, including solid waste management, air quality, water quality and cleanup of contaminated sites, have had a substantial impact on our operations. These requirements are complex and subject to frequent change. In some cases, they can impose liability for the entire cost of cleanup on any responsible party without regard to negligence or fault and impose liability on us for the conduct of others or conditions others have caused, or for our acts that complied with all applicable requirements when we performed them. Our compliance with amended, new or more stringent requirements, stricter interpretations of existing requirements or the future discovery of contamination may require us to make material expenditures or subject us to liabilities that we currently do not anticipate. Such expenditures and liabilities may adversely affect our business, financial condition, results of operations and cash flows. In addition, some of our operations and the operations of predecessor owners of some of our properties have exposed us to civil claims by third parties for liability resulting from alleged contamination of the environment or personal injuries caused by releases of hazardous substances into the environment.

In our contracts, we seek to protect ourselves from liability associated with accidents, but there can be no assurance that such contractual limitations on liability will be effective in all cases or that our or our customers’ insurance will cover all the liabilities we have assumed under those contracts. The costs of defending against a claim arising out of a contamination incident or precautionary evacuation, and any damages awarded as a result of such a claim, could adversely affect our results of operations and financial condition.

We maintain insurance coverage as part of our overall risk management strategy and due to requirements to maintain specific coverage in our financing agreements and in many of our contracts. These policies do not protect us against all liabilities associated with accidents or for unrelated claims. In addition, comparable insurance may not continue to be available to us in the future at acceptable prices, or at all.

We conduct a portion of our operations through joint venture entities, over which we may have limited ability to influence.

We currently have equity interests in several significant joint ventures, which contributed $8.7 million, $18.4 million and $17.4 million to equity in income of investees for the years ended December 31, 2014, 2013 and 2012, respectively, and may enter into additional joint venture arrangements in the future. Our influence over some of these entities may be limited. Even in those joint ventures over which we do exercise significant influence, we are often required to consider the interests of our joint venture partners in connection with major decisions concerning the operations of the joint ventures. In any case, differences in views among the joint venture participants may result in delayed decisions or disputes. We also cannot control the actions of our joint venture participants. We sometimes have joint and several liabilities with our joint venture partners under the applicable contracts for joint venture projects and we cannot be certain that our partners will be able to satisfy any potential liability that could arise. These factors could potentially harm the business and operations of a joint venture and, in turn, our business and operations.

Operating through joint ventures in which we are minority holders results in us having limited control over many decisions made with respect to business practices, projects and internal controls relating to projects. These joint ventures may not be subject to the same requirements regarding internal controls and internal control over financial reporting that we follow. As a result, internal control problems may arise with respect to the joint ventures that could adversely affect our ability to respond to requests or contractual obligations to customers or to meet the internal control requirements to which we are otherwise subject.

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In addition, our arrangements involving joint ventures may restrict us from gaining access to the cash flows or assets of these entities. In some cases, our joint ventures have governmentally imposed restrictions on their abilities to transfer funds to us.

If our co-venturers fail to perform their contractual obligations on a project or if we fail to coordinate effectively with our co-venturers, we could be exposed to legal liability, loss of reputation and reduced profit on the project.

We often perform projects jointly with third parties. For example, we enter into contracting consortia and other contractual arrangements to bid for and perform jointly on large projects. Success on these joint projects depends in part on whether our co-venturers fulfill their contractual obligations satisfactorily. If any one or more of these third parties fail to perform their contractual obligations satisfactorily, we may be required to make additional investments and provide added services in order to compensate for that failure. If we are unable to adequately address any such performance issues, then our customer may exercise its right to terminate a joint project, exposing us to legal liability, loss of reputation and reduced profit.

Our collaborative arrangements also involve risks that participating parties may disagree on business decisions and strategies. These disagreements could result in delays, additional costs and risks of litigation. Our inability to successfully maintain existing collaborative relationships or enter into new collaborative arrangements could have a material adverse effect on our results of operations.

We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act.

The U.S. Foreign Corrupt Practices Act (the “FCPA”) generally prohibits companies and their intermediaries from making improper payments to non-U.S. officials. Our training program and policies mandate compliance with the FCPA. We operate in some parts of the world that have experienced governmental corruption to some degree, and, in some circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices. If we are found to be liable for violations of the FCPA (either due to our own acts or our inadvertence, or due to the acts or inadvertence of others, including employees of our joint ventures), we could suffer from civil and criminal penalties or other sanctions.

We may not be able to compete successfully against current and future competitors.

Some of our competitors or potential competitors have greater financial or other resources than we have and in some cases are government supported. Our operations may be adversely affected if our current competitors or new market entrants introduce new products or services with better features, performance, prices or other characteristics than those of our products and services. Furthermore, we operate in industries where capital investment is critical. We may not be able to obtain as much purchasing and borrowing leverage and access to capital for investment as other public companies, which may impair our ability to compete against competitors or potential competitors.

The loss of the services of one or more of our key personnel, or our failure to attract, assimilate and retain trained personnel in the future, could disrupt our operations and result in loss of revenues.

Our success depends on the continued active participation of our executive officers and key operating personnel. The unexpected loss of the services of any one of these persons could adversely affect our operations.

Our operations require the services of employees having the technical training and experience necessary to obtain the proper operational results. As such, our operations depend, to a considerable extent, on the continuing availability of such personnel. If we should suffer any material loss of personnel to competitors, retirement or other reasons, or be unable to employ additional or replacement personnel with the requisite level of training and experience to adequately operate our business, our operations could be adversely affected. While we believe our wage rates are competitive and our relationships with our employees are satisfactory, a significant increase in the wages paid by other employers could result in a reduction in our workforce, increases in wage rates, or both. Additionally, we have announced plans to freeze pension plan benefit accruals at the end of 2015 and to complete the spin-off by mid-summer 2015, which could also result in incremental turnover in our workforce. If any of these events occurred for a significant period of time, our financial condition, results of operations and cash flows could be adversely impacted.

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Negotiations with labor unions and possible work stoppages and other labor problems could divert management’s attention and disrupt operations. In addition, new collective bargaining agreements or amendments to agreements could increase our labor costs and operating expenses.

A significant number of our employees are members of labor unions. If we are unable to negotiate acceptable new contracts with our unions from time to time, we could experience strikes or other work stoppages by the affected employees. If any such strikes or other work stoppages were to occur, we could experience a significant disruption of operations. In addition, negotiations with unions could divert management attention. New union contracts could result in increased operating costs, as a result of higher wages or benefit expenses, for both union and nonunion employees. If nonunion employees were to unionize, we would experience higher ongoing labor costs.

Pension and medical expenses associated with our retirement benefit plans may fluctuate significantly depending on changes in actuarial assumptions, future market performance of plan assets, future trends in health care costs and legislative or other regulatory actions.

A substantial portion of our current and retired employee population is covered by pension and postretirement benefit plans, the costs and funding requirements of which depend on our various assumptions, including estimates of rates of return on benefit-related assets, discount rates for future payment obligations, rates of future cost growth, mortality assumptions and trends for future costs. Variances from these estimates could have a material adverse effect on us. In addition, our policy to recognize these variances annually through mark to market accounting could result in volatility in our results of operations, which could be material. Funding requirements for benefit obligations of our pension and postretirement benefit plans also are subject to legislative and other government regulatory actions. As of December 31, 2014, after giving effect to the distribution, our defined benefit pension and postretirement benefit plans would have been underfunded by approximately $287.9 million.

Our international operations are subject to political, economic and other uncertainties not generally encountered in our domestic operations.

We derive a substantial portion of our revenues and equity in income of investees from international operations, and we intend to continue to expand our international operations and customer base as part of our growth strategy. After giving effect to the distribution, our revenues derived from operations located outside of the United States represented 27%, 27% and 24% of total revenues for the years ended December 31, 2014, 2013 and 2012, respectively. Operating in international markets requires significant resources and management attention and subjects us to political, economic and regulatory risks that are not generally encountered in our U.S. operations. These include:

• risks of war, terrorism and civil unrest;

• expropriation, confiscation or nationalization of our assets;

• renegotiation or nullification of our existing contracts;

• changing political conditions and changing laws and policies affecting trade and investment;

• overlap of different tax structures; and

• risk of changes in foreign currency exchange rates.

Various foreign jurisdictions have laws limiting the right and ability of foreign subsidiaries and joint ventures to pay dividends and remit earnings to affiliated companies. Our international operations sometimes face the additional risks of fluctuating currency values, hard currency shortages and controls of foreign currency exchange. If we continue to expand our business globally, our success will depend, in part, on our ability to anticipate and effectively manage these and other risks. These and other factors may have a material impact on our international operations or its business as a whole.

Natural disasters or other events beyond our control could adversely impact our business.

Natural disasters, such as earthquakes, tsunamis, hurricanes, floods, tornados, or other events could adversely impact demand for or supply of our products. In addition, natural disasters could also cause disruption to our facilities, systems or projects, which could interrupt operational processes and performance on our contracts

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and adversely impact our ability to manufacture our products and provide services and support to our customers. We operate facilities in areas of the world that are exposed to natural disasters, such as, but not limited to, hurricanes, floods and tornados.

War, other armed conflicts or terrorist attacks could have a material adverse effect on our business.

War, terrorist attacks and unrest have caused and may continue to cause instability in the world’s financial and commercial markets and have significantly increased political and economic instability in some of the geographic areas in which we operate. Threats of war or other armed conflict may cause further disruption to financial and commercial markets. In addition, continued unrest could lead to acts of terrorism in the United States or elsewhere, and acts of terrorism could be directed against companies such as ours. Also, acts of terrorism and threats of armed conflicts in or around various areas in which we operate could limit or disrupt our markets and operations, including disruptions from evacuation of personnel, cancellation of contracts or the loss of personnel or assets. Armed conflicts, terrorism and their effects on us or our markets may significantly affect our business and results of operations in the future.

Risks Relating to the Spin-Off

We may be unable to achieve some or all of the benefits that we expect to achieve from our separation from the Company.

As an independent public company, we believe that we will be able to more effectively focus on our operations and growth strategies than we could as a segment of the Company. However, by separating from the Company there is a risk that our results of operations and cash flows may be susceptible to greater volatility due to fluctuations in our business levels and other factors that may adversely affect our operating and financial performance. In addition, as a segment of the Company, we have enjoyed benefits from the Company’s financial resources. As a result of the fact that the Company’s other operations will no longer be available to offset any volatility in our results of operations and cash flows and the Company’s financial and other resources will no longer be available to us, we may not be able to achieve some or all of the benefits that we expect to achieve as an independent public company. In addition, we expect to incur one-time transaction costs of approximately $         (the Company is expected to bear substantially all of the $         of estimated one-time transaction costs to effectuate the spin-off) and additional ongoing costs of approximately $         related to the transition to becoming an independent public company and replacing the services provided by the Company.

Our historical audited combined financial information is not necessarily indicative of our future financial condition, future results of operations or future cash flows nor does it reflect what our financial condition, results of operations or cash flows would have been as an independent public company during the periods presented.

The historical audited combined financial information we have included in this information statement does not necessarily reflect what our financial condition, results of operations or cash flows would have been as an independent public company during the periods presented and is not necessarily indicative of our future financial condition, future results of operations or future cash flows. This is primarily a result of the following factors:

• the historical audited combined financial results reflect allocations of expenses for services historically provided by the Company, and those allocations may be different than the comparable expenses we would have incurred as an independent company;

• our cost of debt and other capitalization may be different from that reflected in our historical audited combined financial statements;

• the historical audited combined financial information does not reflect the changes that will occur in our cost structure, management, financing arrangements and business operations as a result of our separation from the Company, including the costs related to being an independent company; and

• the historical audited combined financial information does not reflect the effects of some of the liabilities that will be assumed by New B&W and does reflect the effects of some of the assets that will be transferred to, and liabilities that will be assumed by, the Company, including the assets and liabilities associated with the Company’s Nuclear Energy segment that are currently part of New B&W and will be transferred to the Company prior to the spin-off.

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Please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the historical combined financial statements and the notes to those statements and the unaudited pro forma combined financial statements and the notes to those statements included in this information statement.

We have no history operating as an independent public company, we may encounter difficulties in making the changes necessary to operate as an independent public company, and we may incur greater costs as an independent public company.

We have historically used the Company’s infrastructure to support our business functions, including the following functions:

• accounting and financial reporting;

• information technology and communications;

• legal;

• human resources and employee benefits;

• procurement and supply chain management;

• tax administration; and

• treasury and corporate finance.

Following the spin-off, we will no longer have access to the Company’s infrastructure, and we will need to establish our own. We expect to incur costs in 2015 to establish the necessary infrastructure to enable us to establish these business functions. We currently pay the Company for these services on a cost-allocation basis. Following the spin-off, the Company will continue to provide some of these services to us on a transitional basis, pursuant to transition services agreements we will enter into with the Company. For more information regarding the transition services agreements, see “Relationship with the Company After the Spin-Off—Agreements Between the Company and Us—Transition Services Agreements.” At the end of this transition period, we will need to perform these functions ourselves or hire third parties to perform these functions on our behalf. The costs associated with performing or outsourcing these functions may exceed those charged by the Company when we were part of the Company or during the transition period. A significant increase in the costs of performing or outsourcing these functions could adversely affect our business, financial condition, results of operations and cash flows.

Our accounting and other management systems and resources may not be adequately prepared to meet the financial reporting and other requirements to which we will be subject following the spin-off and may strain our resources.

Our financial results are currently included within the consolidated results of the Company, and we believe that our reporting and control systems are appropriate for those of a subsidiary of a public company. However, prior to the spin-off, we were not directly subject to reporting and other requirements of the Securities Exchange Act of 1934, which we refer to as the Exchange Act. As a result of the spin-off, we will be directly subject to reporting and other obligations under the Exchange Act, including the requirements of Section 404 of the Sarbanes-Oxley Act of 2002. These reporting and other obligations will place significant demands on our management and administrative and operational resources, including accounting resources.

To comply with these requirements, we anticipate that we will need to upgrade our systems, including information technology, implement additional financial and management controls, reporting systems and procedures and hire additional accounting and finance staff. We expect to incur additional annual expenses related to these steps, and those expenses may be significant. If we are unable to upgrade our financial and management controls, reporting systems, information technology and procedures in a timely and effective fashion, our ability to comply with our financial reporting requirements and other rules that apply to reporting companies under the Exchange Act could be impaired. Any failure to achieve and maintain effective internal controls could have an adverse effect on our business, financial condition, results of operations and cash flows.

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We will be subject to continuing contingent liabilities of the Company following the spin-off.

After the spin-off, there will be several significant areas where the liabilities of the Company may become our obligations. For example, under the Code and the related rules and regulations, each corporation that was a member of the Company consolidated tax reporting group during any taxable period or portion of any taxable period ending on or before the completion of the spin-off is jointly and severally liable for the federal income tax liability of the entire consolidated tax reporting group for that taxable period. We will enter into a tax sharing agreement with the Company in connection with the spin-off that allocates the responsibility for prior period taxes of the Company consolidated tax reporting group between us and the Company and its subsidiaries. See “Relationship with the Company After the Spin-Off—Agreements Between the Company and Us—Tax Sharing Agreement.” However, if the Company were unable to pay, we could be required to pay the entire amount of such taxes. Other provisions of law establish similar liability for other matters, including laws governing tax-qualified pension plans as well as other contingent liabilities. The other contingent liabilities include personal injury claims or environmental liabilities related to the Company’s historical nuclear operations. For example, the Company has agreed to indemnify us for personal injury claims and environmental liabilities associated with radioactive materials related to the operation, remediation, and/or decommissioning of two former nuclear fuel processing facilities located in the Borough of Apollo and Parks Township. To the extent insurance providers and third party indemnitors do not cover those liabilities, and the Company was unable to pay, we could be required to pay for them. See “Business—Governmental Regulations and Environmental Matters” and “Business—Legal Proceedings.”

The spin-off could result in substantial tax liability.

The spin-off is conditioned on the Company’s receipt of an opinion of counsel, in form and substance satisfactory to the Company, substantially to the effect that, for U.S. federal income tax purposes, the spin-off will qualify under Section 355 of the Code and certain transactions related to the spin-off will qualify under Sections 355 and/or 368 of the Code. The opinion will rely on, among other things, various assumptions and representations as to factual matters made by the Company and us which, if inaccurate or incomplete in any material respect, would jeopardize the conclusions reached by such counsel in its opinion. The opinion will not be binding on the IRS or the courts, and there can be no assurance that the IRS or the courts will not challenge the conclusions stated in the opinion or that any such challenge would not prevail.

Neither we nor the Company are aware of any facts or circumstances that would cause the assumptions or representations that will be relied on in the opinion to be inaccurate or incomplete in any material respect. If, notwithstanding receipt of the opinion, the spin-off were determined not to qualify under Section 355 of the Code, each U.S. holder of Company common stock who receives shares of our common stock in the spin-off would generally be treated as receiving a taxable distribution of property in an amount equal to the fair market value of the shares of our common stock received. That distribution would be taxable to each such stockholder as a dividend to the extent of the Company’s current and accumulated earnings and profits. For each such stockholder, any amount that exceeded the Company’s earnings and profits would be treated first as a non-taxable return of capital to the extent of such stockholder’s tax basis in its shares of Company common stock with any remaining amount being taxed as a capital gain. In addition, if certain related preparatory transactions were to fail to qualify for tax-free treatment, they would be treated as taxable asset sales and/or distributions. See “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-Off.”

Under the terms of the tax sharing agreement we will enter into in connection with the spin-off, the Company will generally be responsible for any taxes imposed on us or the Company and its subsidiaries in the event that the spin-off and/or certain related preparatory transactions were to fail to qualify for tax-free treatment. However, if the spin-off and/or certain related preparatory transactions were to fail to qualify for tax-free treatment because of actions or failures to act by us, we would be responsible for all such taxes. If we are liable for taxes under the tax sharing agreement, that liability could have a material adverse effect on us. See “Relationship with the Company After the Spin-Off—Agreements Between the Company and Us—Tax Sharing Agreement.”

Potential liabilities associated with obligations under the tax sharing agreement cannot be precisely quantified at this time.

Under the terms of the tax sharing agreement we will enter into in connection with the spin-off, we will generally be responsible for all taxes attributable to us or any of our subsidiaries, whether accruing before, on or

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after the date of the spin-off. The Company will generally agree to be responsible for all taxes imposed on us or the Company and its subsidiaries in the event the spin-off and/or certain related preparatory transactions were to fail to qualify for tax-free treatment. However, if the spin-off and/or certain related preparatory transactions were to fail to qualify for tax-free treatment because of actions or failures to act by us, we would be responsible for all such taxes. Our liabilities under the tax sharing agreement could have a material adverse effect on us. At this time, we cannot precisely quantify the amount of liabilities we may have under the tax sharing agreement and there can be no assurances as to their final amounts. For a more detailed discussion, see “Relationship with the Company After the Spin-Off—Agreements Between the Company and Us—Tax Sharing Agreement.”

Under some circumstances, we could be liable for any resulting adverse tax consequences from engaging in significant strategic or capital raising transactions.

Even if the spin-off otherwise qualifies as a tax-free distribution under section 355 of the Code, the spin-off and certain related transactions may result in significant U.S. federal income tax liabilities to us under Section 355(e) and other applicable provisions of the Code if 50% or more of the Company’s stock or our stock (in each case, by vote or value) is treated as having been acquired, directly or indirectly, by one or more persons as part of a plan (or series of related transactions) that includes the spin-off. Any acquisitions of Company stock or our stock (or similar acquisitions), or any understanding, arrangement or substantial negotiations regarding such an acquisition of Company stock or our stock (or similar acquisitions), within two years before or after the spin-off are subject to special scrutiny. The process for determining whether an acquisition triggering those provisions has occurred is complex, inherently factual and subject to interpretation of the facts and circumstances of a particular case.

Under the terms of the tax sharing agreement we will enter into in connection with the spin-off, the Company will generally be liable for any such tax liabilities. However, we will be required to indemnify the Company against any such tax liabilities that result from actions taken or failures to act by us. See “Relationship with the Company After the Spin-Off—Agreements Between the Company and Us—Tax Sharing Agreement.” As a result of these rules and contractual provisions, we may be unable to engage in strategic or capital raising transactions that our stockholders might consider favorable, or to structure potential transactions in the manner most favorable to us, without certain adverse tax consequences.

Potential indemnification liabilities to the Company pursuant to the master separation agreement could materially adversely affect New B&W.

The master separation agreement with the Company will provide for, among other things, the principal corporate transactions required to effect the spin-off, certain conditions to the spin-off and provisions governing the relationship between New B&W and the Company with respect to and resulting from the spin-off. For a description of the master separation agreement, see “Relationship with the Company After the Spin-Off—Agreements Between the Company and Us—Master Separation Agreement.” Among other things, the master separation agreement provides for indemnification obligations designed to make New B&W financially responsible for substantially all liabilities that may exist relating to our business activities, whether incurred prior to or after the spin-off, as well as those obligations of the Company assumed by us pursuant to the master separation agreement. If we are required to indemnify the Company under the circumstances set forth in the master separation agreement, we may be subject to substantial liabilities.

In connection with our separation from the Company, the Company will indemnify us for certain liabilities. However, there can be no assurance that the indemnity will be sufficient to insure us against the full amount of such liabilities, or that the Company’s ability to satisfy its indemnification obligation will not be impaired in the future.

Pursuant to the master separation agreement, the Company will agree to indemnify us for certain liabilities. However, third parties could seek to hold us responsible for any of the liabilities that the Company will agree to retain, and there can be no assurance that the indemnity from the Company will be sufficient to protect us against the full amount of such liabilities, or that the Company will be able to fully satisfy its indemnification obligations. Moreover, even if we ultimately succeed in recovering from the Company any amounts for which we are held liable, we may be temporarily required to bear these losses.

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The terms of our separation from the Company and the related agreements will be determined in the context of a related-party transaction, and thus may not be comparable to terms that would be obtained in a transaction between unaffiliated parties.

Transactions and agreements to be entered into with the Company on or before the closing of the spin-off present conflicts between our interests and those of the Company. These transactions and agreements include the following:

• agreements related to the separation of our business from the Company that will provide for, among other things, the assumption by us of liabilities related to our business or subsidiaries, the assumption by the Company of liabilities unrelated to our business, our respective rights, responsibilities and obligations with respect to taxes and tax benefits and the terms of our various interim and ongoing relationships, as described under “Relationship with the Company After the Spin-Off—Agreements Between the Company and Us”; and

• administrative support services provided by the Company to us, as well as by us to the Company, and other transactions with the Company, as described under “Relationship with the Company After the Spin-Off—Agreements Between the Company and Us—Transition Services Agreements.”

Because the terms of our separation from the Company and these agreements are being entered into in the context of a related-party transaction, these terms may not be comparable to terms that would be obtained in a transaction between unaffiliated parties. We may not be able to resolve potential conflicts, and even if we do, the resolutions may be less favorable than if we were dealing with an unaffiliated third party. See “Relationship with the Company After the Spin-Off—Agreements Between the Company and Us.”

Several members of our board and management may have conflicts of interest because of their ownership of shares of common stock of the Company.

Several members of our board and management own shares of common stock of the Company and/or options to purchase common stock of the Company because of their current or prior relationships with the Company. In addition,             of the current members of our board of directors were members of the Company’s board of directors. This share ownership by these             directors could create, or appear to create, potential conflicts of interest when our directors and executive officers are faced with decisions that could have different implications for New B&W and the Company. See “Management.”

Risks Relating to Ownership of Our Common Stock

Because there has not been any public market for our common stock, the market price and trading volume of our common stock may be volatile and you may not be able to resell your shares of our common stock at or above the initial market price of our common stock following the spin-off.

Prior to the spin-off, there will have been no trading market for our common stock. We cannot assure you that an active trading market will develop or be sustained for our common stock after the spin-off, nor can we predict the prices at which our common stock will trade after the spin-off. The market price of our common stock could fluctuate significantly due to a number of factors, many of which are beyond our control, including:

• fluctuations in our quarterly or annual earnings results or those of other companies in our industry;

• failures of our operating results to meet the estimates of securities analysts or the expectations of our stockholders or changes by securities analysts in their estimates of our future earnings;

• announcements by us or our customers, suppliers or competitors;

• the depth and liquidity of the market for New B&W common stock;

• changes in laws or regulations that adversely affect our industry or us;

• changes in accounting standards, policies, guidance, interpretations or principles;

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• general economic, industry and stock market conditions;

• future sales of our common stock by our stockholders;

• future issuances of our common stock by us;

• our ability to pay dividends in the future; and

• the other factors described in these “Risk Factors” and other parts of this information statement.

Substantial sales of our common stock could cause our stock price to decline and issuances by us may dilute your ownership in New B&W.

Any sales of substantial amounts of our common stock in the public market after the spin-off, or the perception that these sales might occur, could lower the market price of our common stock and impede our ability to raise capital through the issuance of equity securities. It is possible that some Company stockholders, including possibly some of the Company’s largest stockholders, will sell the shares of our common stock they receive in the spin-off for various reasons. For example, such investors may not believe that our business profile or level of market capitalization as an independent company fits their investment objectives. Further, if we were to issue additional equity securities to raise additional capital, your ownership interest in New B&W will be diluted and the value of your investment may be reduced.

A large number of shares of our common stock are or will be eligible for future sale, which may cause the market price for our common stock to decline.

Upon completion of the spin-off, we will have an aggregate of approximately         million shares of common stock outstanding. Virtually all of those shares will be freely tradable without restriction or registration under the Securities Act. We are unable to predict whether large amounts of our common stock will be sold in the open market following the spin-off. We are also unable to predict whether a sufficient number of buyers would be in the market at that time. Some Company stockholders may be required to sell the shares of common stock of us that they receive in the spin-off. In addition, it is possible that other Company stockholders will sell the shares of common stock of us that they receive in the spin-off for various reasons. For example, such stockholders may not believe that our business profile, level of market capitalization or capital distribution policies as an independent company fits their investment objectives. We can provide no assurance that there will be sufficient new buying interest to offset the potential sales of our common stock. In addition, index or other funds currently holding shares of Company common stock may be required to sell the shares of our common stock they receive in the spin-off. Accordingly, our common stock could experience a high level of volatility immediately following the spin-off and, as a result, the price of our shares of common stock could be adversely affected.

We have no plans to pay regular dividends on our common stock, so you may not receive funds without selling your shares of our common stock.

We have no current intent to pay a regular dividend. Our board of directors will determine the payment of future dividends on our common stock, if any, and the amount of any dividends in light of applicable law, contractual restrictions limiting our ability to pay dividends, our earnings and cash flows, our capital requirements, our financial condition, and other factors our board of directors deems relevant. Accordingly, you may have to sell some or all of your shares of our common stock in order to generate cash flow from your investment.

Provisions in our corporate documents and Delaware law could delay or prevent a change in control of New B&W, even if that change may be considered beneficial by some stockholders.

The existence of some provisions of our certificate of incorporation and bylaws and Delaware law could discourage, delay or prevent a change in control of New B&W that a stockholder may consider favorable.

In addition, following the spin-off, we will be subject to Section 203 of the Delaware General Corporation Law, which may have an anti-takeover effect with respect to transactions not approved in advance by our board of directors, including discouraging takeover attempts that might result in a premium over the market price for shares of our common stock.

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We believe these provisions protect our stockholders from coercive or otherwise unfair takeover tactics by requiring potential acquirors to negotiate with our board of directors and by providing our board of directors with more time to assess any acquisition proposal, and are not intended to make New B&W immune from takeovers. However, these provisions apply even if the offer may be considered beneficial by some stockholders and could delay or prevent an acquisition that our board of directors determines is not in the best interests of New B&W and our stockholders. See “Description of Capital Stock—Anti-Takeover Effects of Provisions of our Certificate of Incorporation and Bylaws.”

We may issue preferred stock that could dilute the voting power or reduce the value of our common stock.

Upon the spin-off, our certificate of incorporation could authorize us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designation, powers, preferences and relative, participating, optional and other special rights, including preferences over our common stock respecting dividends and distributions, as our board of directors generally may determine. The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of our common stock. For example, we could grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we could assign to holders of preferred stock could affect the residual value of the common stock. See “Description of Capital Stock—Preferred Stock.”

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

This information statement includes forward-looking statements. You can identify our forward-looking statements by words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “plan,” “predict,” “project,” “seek,” “target,” “could,” “may,” “should” or “would” or other similar expressions that convey the uncertainty of future events or outcomes. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements contained in this information statement.

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

• the expected benefits of the spin-off;

• our business strategy;

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

• anticipated levels of demand for our products and services;

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

• our beliefs regarding the timing and effects on our business of environmental and tax legislation, rules and regulations;

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

• expectations regarding the acquisition or divestiture of assets and businesses;

• our ability to obtain appropriate insurance and indemnities;

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

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

• the effective date and expected impact of accounting pronouncements.

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

• the highly competitive nature of our businesses;

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

• general developments in the industries in which we are involved;

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

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

• changes in our effective tax rate and tax positions;

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

• our ability to protect our intellectual property and renew licenses to use intellectual property of third parties;

• our use of the percentage-of-completion method of accounting;

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

• the risks associated with integrating businesses we acquire;

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

• the operating risks normally incident to our lines of business, including professional liability, product liability, warranty and other claims against us;

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

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

• changes in, and liabilities relating to, existing or future environmental regulatory matters;

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

• potential violations of the Foreign Corrupt Practices Act;

• our ability to successfully compete with current and future competitors;

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

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

• changes in pension and medical expenses associated with our retirement benefit programs;

• social, political, competitive and economic situations in foreign countries where we do business or seek new business;

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

• the other risks described in this information statement.

We believe the items we have outlined above are important factors that could cause estimates in our financial statements to differ materially from actual results and those expressed in the forward-looking statements made in this information statement. We have discussed many of these factors in more detail elsewhere in this information statement. These factors are not necessarily all the factors that could affect us. Unpredictable or unanticipated factors we have not discussed in this information statement could also have material adverse effects on actual results of matters that are the subject of our forward-looking statements. Neither we nor the Company undertake any obligation to update the forward-looking statements included in this information statement to reflect events or circumstances after the date of this information statement, unless we are required by applicable securities laws and regulations to do so. We advise our security holders that they should (1) be aware that factors not referred to above could affect the accuracy of our forward-looking statements and (2) use caution and common sense when considering our forward-looking statements.

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THE SPIN-OFF

General

On November 5, 2014, the Company announced that it was separating its Power Generation business from its Government and Nuclear Operations business, subject to, among other things, the conditions described below under “—Spin-Off Conditions and Termination.” The separation will be accomplished through the spin-off of all of the common stock of New B&W to stockholders of the Company.

New B&W is currently a wholly owned subsidiary of the Company. Prior to the distribution, PGG OpCo will transfer the assets and liabilities associated with the Company’s Nuclear Energy segment to the Company. The Company will then distribute on a pro rata basis 100% of our outstanding common stock to the Company’s stockholders on                 , 2015, the distribution date. As a result of the spin-off, each holder of Company common stock as of 5:00 p.m., New York City time, on                 , 2015, the record date, will be entitled to:

• receive                  share of our common stock for every                  shares of Company common stock owned by such holder; and

• retain such holder’s shares of Company common stock.

The actual number of shares to be distributed will be determined based on the number of shares of Company common stock outstanding as of the record date and will be reduced to the extent that cash payments are to be made in lieu of the issuance of fractional shares of New B&W. The exact number of shares of New B&W common stock to be distributed will be calculated on the record date. The Company’s board of directors, with input from its financial advisor, will consider the appropriate liquidity and trading levels for New B&W when determining the distribution ratio for the spin-off. The shares of New B&W common stock to be distributed by the Company will constitute all of the issued and outstanding shares of New B&W common stock immediately prior to the distribution.

Company stockholders will not be required to pay for shares of New B&W common stock received in the spin-off or to surrender or exchange shares of Company common stock in order to receive New B&W common stock or to take any other action in connection with the spin-off. No vote of Company stockholders will be required or sought in connection with the spin-off, and Company stockholders will have no appraisal rights in connection with the spin-off.

Background of the Spin-Off

The Company’s board of directors and senior management regularly review the Company’s prospects, business plan and strategic alternatives.

As part of this process, at a regularly scheduled meeting on August 4-5, 2014, the Company’s board of directors reviewed the Company’s prospects and potential strategic alternatives, and directed Company management, with the assistance of the Company’s financial and legal advisors, to more fully evaluate the Company’s strategic alternatives for consideration by the board at its annual strategic planning meeting scheduled for September 8-9, 2014.

At its September 8-9, 2014 strategic planning meeting, the Company’s board of directors, with the input of the Company’s financial and legal advisors, engaged in a wide-ranging review of the Company’s business plan and prospects, as well as strategic alternatives that were available to the Company, including continuing the Company’s current operations under its existing capital structure; acquisitions, joint ventures and other potential inorganic growth possibilities; the return of cash to stockholders, including through a potential recapitalization; the sale of one or both of the Company’s businesses; the spin-off of or split-off of one of its businesses and a business combination or other possible strategic transaction. It was the consensus of the Company’s board that the Company’s management, with the assistance of the Company’s financial and legal advisors, should continue to focus on the Company’s strategic alternatives for further consideration at a meeting of the board of the Company scheduled for September 27, 2014.

The Company’s board of directors met on September 27, 2014 to continue its consideration of the Company’s prospects and strategic alternatives. Representatives of the Company’s financial and legal advisors

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participated in the meeting. While no decision was made to pursue any particular option, following a thorough review of the strategic alternatives that the Company’s management, based in part on input from the Company’s financial and legal advisors, believed to be reasonably available, it was the consensus of the Company’s board that the Company should focus its analysis on the possible separation of the Company’s Power Generation and Government and Nuclear Operations businesses into two separate publicly traded companies to enhance stockholder value.

Company management, with assistance from the Company’s financial and legal advisors continued to evaluate the possible separation of the Company’s Power Generation and Government Nuclear Operations businesses into two separate publicly traded companies over the next five weeks, focusing on possible capital structures, management, the division of assets and liabilities and tax, legal, regulatory and other issues that would be involved in a separation of the Company’s businesses.

The Company’s board of directors met on October 31, 2014 to review the possible separation and the additional analyses undertaken by the Company’s management and the Company’s financial and legal advisors since the September 27th meeting. Following extensive discussion, the Company’s board authorized the Company’s management to pursue the possible separation, subject to various conditions, including the effectiveness of SEC registration, regulatory approval and final approval by the Company’s board.

Reasons for the Spin-Off

Factors Supporting the Spin-Off: In determining to pursue a spin-off, the Company’s board of directors and management concluded that the spin-off could be reasonably expected to increase stockholder value by improving the operating performance of the two businesses based on four key factors:

• increased flexibility to allocate resources and deploy capital internally in a manner consistent with the strategic priorities of each business;

• increased opportunities to pursue external growth strategies as independent companies;

• enhanced ability to attract an investor base suited to the particular operational and financial characteristics of each company; and

• greater management focus on the distinct businesses of Power Generation and Government and Nuclear Operations.

The Company’s board and management believe these benefits will provide both companies with the following:

• Improved positioning for each company to accelerate growth: Each company is expected to be better positioned to accelerate growth as a separate, publicly traded company as compared to the current consolidated company structure. New B&W believes that opportunities for growth will result from its ability to focus on and implement its distinct corporate strategy, take advantage of available market opportunities on a more timely basis, reinvest its cash flows within its business as its board of directors and management deem appropriate and develop stronger and broader relationships with its customers.

As part of a consolidated company, each company’s growth initiatives had to be evaluated in terms of available funding, resources, prioritization and time permitted for review and approval as part of the consolidated company. The businesses of the Company and New B&W have typically operated autonomously as business segments of the Company. However, due to the different characteristics of the Company and New B&W businesses, neither company has had the ability to reinvest its cash flows in internal growth as may have been desirable for its business on a stand-alone basis. Finally, so long as the Company and New B&W were consolidated, part of the strategy of the Company was to maintain a balance between its businesses and not become overly concentrated in any particular business. However, this strategy adversely affected the ability of each company to pursue its own growth initiatives to their full potential.

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• More efficient allocation of capital: As discussed above, as part of the consolidated company, the Company’s board of directors had to evaluate the Company and New B&W together when determining the allocation of capital resources. In addition, the consolidated company maintained an appropriate level of liquidity for the operating characteristics of the combined business. As a result, the flexibility of each company to invest capital in its business in a time and manner as its separate strategy would dictate was necessarily affected. The Company believes that the separation of the Power Generation and Government and Nuclear Operations businesses will enable a more efficient allocation of capital by providing each separate company’s board of directors and management the ability to reinvest that company’s free cash flow, utilize its capital resources and access the capital markets, if needed, in a manner consistent with the needs of that specific company, rather than the needs of the consolidated company, and that this more efficient allocation of capital can be reasonably expected to provide the separated companies with greater flexibility to pursue their strategic initiatives.

• Establishment of distinct publicly traded stock “currencies” to facilitate future acquisitions: As separate companies, the Company believes each company’s stock can also serve as a more attractive acquisition “currency” to potential acquisition targets than the existing Company common stock. In the case of an acquisition of a business in which part of the consideration is to be paid in stock, the Company believes that the existing investors in the acquisition target company would generally prefer to receive stock of another company in the same sector as the target, rather than stock of an integrated company that has exposure to other sectors that they may not prefer or as to which they may not have sufficient familiarity to remain as long-term investors.

• Sharpened management focus and strategic vision and closer alignment of management incentives with stockholder value creation: The Company believes that each company has different business strategies and offers significantly different business opportunities for growth. The Company believes that the spin-off should therefore enable the management team of each company to improve its focus on its strategic priorities and make business and operational decisions that are in the best interest of its operations, taking into consideration the different challenges and opportunities and different financial profiles and capital needs pertinent to its business. As separate companies, each will be able to independently prioritize the allocation of resources and capital in support of its business strategies. As a consolidated company, our projects had to be evaluated together with other investment opportunities within the Company. As separate companies, each of the Company and New B&W will no longer have to compete for investment capital with the other, and each will be in a position to better pursue a growth strategy to optimize its own operations. The two businesses will also be better able to compete through quicker decision making, more efficient deployment of capital and corporate resources and enhanced responsiveness to market demands.

• Finally, the Company believes that the separation of the two businesses through the spin-off will allow each company to provide incentive compensation to its key employees in the form of equity-based incentive compensation that is more closely aligned with the performance of each business. By separating the two companies, management of each company should be in an improved position to attract employees with the correct skill set, to motivate them appropriately and to retain them for the long-term.

Risks and Considerations Relating to the Spin Off: In determining whether to approve the spin-off, the Company’s board of directors also considered various risks and other considerations involved, including:

• potential increased costs for each company to operate as a separate stand-alone public company, including, among others, the costs to create separate accounting, legal, senior management and tax teams and other duplicated costs that we estimate could range from $             million to $             million of incremental costs for New B&W to replace services previously provided by the Company as well as other stand-alone costs;

• potential loss of joint purchasing power;

• potential disruptions to management’s attention and to the business as a result of the spin-off;

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• tax limitations placed on New B&W as a result of the spin-off;

• risks of being unable to achieve the benefits expected to be achieved by the spin-off;

• the risk that the spin-off might not be completed;

• costs of the spin-off, including the loss of certain synergies associated with being part of a larger organization that cannot be quantified;

• the risk that the trading price of a share of Company common stock after the spin-off plus the trading price of the                  share of New B&W common stock distributed for every                  shares of Company common stock will, in the aggregate, be less than the trading price of a share of Company common stock before the spin-off; and

• potential for higher borrowing costs.

See “Risk Factors – Risks Relating to the Spin-Off” for additional information.

The factors discussed above as supporting the decision of the Company’s board of directors were determined to outweigh the countervailing risks and other considerations. The foregoing discussion of the reasons for the determination of the board to approve the spin-off is not meant to be exhaustive, but addresses the material factors considered by board. In view of the wide variety of factors considered by the board in connection with its evaluation of the spin-off and the complexity of these matters, the board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. Rather, the board made its determination and recommendation based on the totality of the information presented to it, and the judgment of individual members of the board may have been influenced to a greater or lesser degree by different factors.

Results of the Spin-Off

After the spin-off, we will be an independent public company. Immediately following the spin-off, we expect that approximately             million shares of our common stock will be issued and outstanding, based on the distribution of             share of our common stock for every             shares of Company common stock outstanding and the number of shares of Company common stock outstanding on                     , 2015. The actual number of shares of our common stock to be distributed will be determined based on the number of shares of Company common stock outstanding as of the record date. We also expect to have approximately             stockholders of record, based on the number of stockholders of record of Company common stock on                     , 2015.

We and the Company will be parties to a number of agreements that will govern the spin-off and our future relationship. For a more detailed description of these agreements, please see “Relationship with the Company After the Spin-Off—Agreements Between the Company and Us.”

You will not be required to make any payment for the shares of New B&W common stock you receive, nor will you be required to surrender or exchange your shares of Company common stock or take any other action in order to receive the shares of New B&W common stock to which you are entitled. The spin-off will not affect the number of outstanding shares of Company common stock or any rights of Company stockholders, although it will affect the market value of the outstanding Company common stock.

Manner of Effecting the Spin-Off

The general terms and conditions relating to the spin-off will be set forth in a master separation agreement between the Company and us. For a description of the terms of that agreement, see “Relationship with the Company After the Spin-Off—Agreements Between the Company and Us—Master Separation Agreement.” Under the master separation agreement, the spin-off will be completed on the distribution date. As a result of the spin-off, each Company stockholder will be entitled to receive             share of our common stock for every             shares of Company common stock owned on the record date. As discussed under “—Trading of Company Common Stock After the Record Date and Prior to the Distribution,” if a holder of record of Company common stock sells those shares in the “regular way” market after the record date and on or prior to the distribution date, that stockholder also will be selling the right to receive shares of our common stock in the distribution. The

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distribution will be made in book-entry form. For registered Company stockholders, our transfer agent will credit their shares of our common stock to book-entry accounts established to hold their shares of our common stock. Book-entry refers to a method of recording stock ownership in our records in which no physical certificates are issued. For stockholders who own Company common stock through a bank or brokerage firm, their shares of our common stock will be credited to their accounts by the bank or broker. See “—When and How You Will Receive New B&W Shares” below. Each share of our common stock that is distributed will be validly issued, fully paid and nonassessable. Holders of shares of our common stock will not be entitled to preemptive rights. See “Description of Capital Stock.”

When and How You Will Receive New B&W Shares

On the distribution date, the Company will release its shares of New B&W common stock for distribution by Computershare Trust Company, N.A., the distribution agent. The distribution agent will cause the shares of New B&W common stock to which you are entitled to be registered in your name or in the “street name” of your bank or brokerage firm.

“Street Name” Holders. Many Company stockholders hold Company common stock through an account with a bank or brokerage firm. If this applies to you, that bank or brokerage firm is the registered holder that holds the shares on your behalf. For stockholders who hold their shares of Company common stock in an account with a bank or brokerage firm, the New B&W common stock distributed to you will be registered in the “street name” of your bank or broker, who in turn will electronically credit your account with the New B&W shares that you are entitled to receive in the distribution. We anticipate that banks and brokers will generally credit their customers’ accounts with New B&W common stock on or shortly after the distribution date. We encourage you to contact your bank or broker if you have any questions regarding the mechanics of having shares of New B&W common stock credited to your account.

Registered Holders. If you are the registered holder of shares of Company common stock and hold your shares of Company common stock either in physical form or in book-entry form, the shares of New B&W common stock distributed to you will be registered in your name and you will become the holder of record of that number of shares of New B&W common stock. Our distribution agent will send you a statement reflecting your ownership of our common stock.

Direct Registration System. As part of the spin-off, we will be adopting a direct registration system for book-entry share registration and transfer of our common stock. The shares of our common stock to be distributed in the spin-off will be distributed as uncertificated shares registered in book-entry form through the direct registration system. No certificates representing your shares will be mailed to you in connection with the spin-off. Under the direct registration system, instead of receiving stock certificates, you will receive a statement reflecting your ownership interest in our shares. Contact information for our transfer agent and registrar is provided under “Questions and Answers About the Spin-Off.” The distribution agent will begin mailing book-entry account statements reflecting your ownership of shares promptly after the distribution date. You can obtain more information regarding the direct registration system by contacting our transfer agent and registrar.

Treatment of Fractional Shares

The transfer agent will not deliver any fractional shares of our common stock in connection with the spin-off. Instead, the transfer agent will aggregate all fractional shares and sell them on behalf of those holders who otherwise would be entitled to receive a fractional share. We anticipate that these sales will occur as soon as practicable after the distribution date. Those holders will then receive a cash payment in the form of a check in an amount equal to their pro rata share of the total net proceeds of those sales. We expect that checks will generally be distributed to stockholders within one to two weeks after the distribution date. Broker selling expenses in connection with these sales will be paid by the Company.

It is expected that all fractional shares held in street name will be aggregated and sold by brokers or other nominees according to their standard procedures. You should contact your broker or other nominee for additional details.

None of the Company, New B&W or the transfer agent will guarantee any minimum sale price for the fractional shares of our common stock. Neither we nor the Company will pay any interest on the proceeds from the

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sale of fractional shares. The receipt of cash in lieu of fractional shares will generally be taxable to the recipient stockholders. See “—Material U.S. Federal Income Tax Consequences of the Spin-Off.”

Market for Our Common Stock

There is currently no public market for our common stock. A condition to the spin-off is the listing on the NYSE of our common stock. We intend to list our common stock on the NYSE under the symbol “BW.” We anticipate that trading of our common stock will commence on a “when-issued” basis shortly before the record date. When-issued trading refers to a sale or purchase made conditionally because the security has been authorized but not yet issued. On the first trading day following the distribution date, when-issued trading with respect to our common stock will end and “regular way” trading will begin. Regular way trading refers to trading after a security has been issued and typically involves a transaction that settles on the third full business day following the date of the transaction. Neither we nor the Company can assure you as to the trading price of our common stock after the spin-off or as to whether the trading price of a share of Company common stock after the spin-off plus the trading price of the             share of our common stock distributed for every             shares of Company common stock will not, in the aggregate, be less than the trading price of a share of Company common stock before the spin-off. The trading price of our common stock is likely to fluctuate significantly, particularly until an orderly market develops. See “Risk Factors—Risks Relating to Ownership of Our Common Stock.” In addition, we cannot predict any change that may occur in the trading price of the Company’s common stock as a result of the spin-off.

Trading of Company Common Stock After the Record Date and Prior to the Distribution

Beginning on or shortly before the record date and through the distribution date, there will be two concurrent markets in which to trade Company common stock: a “regular way” market and an “ex-distribution” market. Shares of Company common stock that trade in the “regular way” market will trade with an entitlement to shares of our common stock distributed in connection with the spin-off. Shares that trade in the “ex-distribution” market will trade without an entitlement to shares of our common stock distributed in connection with the spin-off. Therefore, if you owned shares of Company common stock at 5:00 p.m., New York City time, on the record date and sell those shares in the “regular way” market on or prior to the distribution date, you also will be selling your right to receive the shares of our common stock that would have been distributed to you in connection with the spin-off. If you sell those shares of Company common stock in the “ex-distribution” market prior to or on the distribution date, you will still receive the shares of our common stock that were to be distributed to you in connection with the spin-off as a result of your ownership of the shares of Company common stock.

We expect to have approximately             million shares of our common stock outstanding immediately after the spin-off, based upon the number of shares of Company common stock outstanding on                     , 2015. The shares of our common stock distributed to Company stockholders will be freely transferable, except for shares received by persons who may be deemed to be our “affiliates” under the Securities Act. Persons who may be deemed to be our affiliates after the spin-off generally include individuals or entities that control, are controlled by, or are under common control with us, and may include some or all of our directors and executive officers. Our affiliates will be permitted to sell their shares of New B&W common stock only pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act, such as the exemption afforded by Rule 144.

Treatment of Stock-Based Awards

In connection with the spin-off, we currently expect that, subject to the approval of the compensation committee of the Company’s board of directors, the Company’s outstanding equity-based compensation awards will generally be treated as follows:

• Each outstanding option to purchase shares of Company common stock that is granted during 2015 prior to the distribution date to an officer or employee of the Company who will remain an officer or employee of the Company and will not become an officer or employee of New B&W in connection with the spin-off will be replaced with an adjusted option to purchase Company common stock. Each of those adjusted options will reflect adjustments that will be generally intended to preserve the intrinsic value of the original option and the ratio of the exercise price to the fair market value of the stock subject to the option by adjusting the number of shares purchasable and the exercise price, by

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reference to the volume-weighted-average trading price of the Company common stock trading “regular way” on the distribution date and the simple average of the volume-weighted-average trading price of the Company common stock on each of the first three trading days following the distribution date. The replacement options will generally be made subject to the same terms and conditions as the options being replaced. To the extent the options being replaced are vested, the replacement options will also be vested.

• Each outstanding option to purchase shares of Company common stock that is granted during 2015 prior to the distribution date to a person who is or will become an officer or employee of New B&W in connection with the spin-off will be replaced with substitute options to purchase shares of New B&W common stock. Each of those substitute options will have terms that will be generally intended to preserve the intrinsic value of the original option and the ratio of the exercise price to the fair market value of the stock subject to the option by adjusting the number of shares purchasable and the exercise price, by reference to the volume-weighted-average trading price of the Company common stock trading “regular way” on the distribution date and the simple average of the volume-weighted-average trading price of the New B&W common stock on each of the first three trading days following the distribution date. The substitute options will generally be made subject to the same terms and conditions as the options being replaced. To the extent the options being replaced are vested, the substitute options will also be vested.

• Each outstanding option to purchase shares of Company common stock that was granted prior to 2015 will be replaced with both an adjusted Company stock option and a substitute New B&W stock option. Both options, when combined, will have terms that will be generally intended to preserve the intrinsic value of the original option and the ratio of the exercise price to the fair market value of the stock subject to the option, by reference to the ratio of             share of New B&W common stock being distributed for every             shares of Company common stock in the spin-off, the volume-weighted-average trading price of the Company common stock trading “regular way” on the distribution date and the simple average of the volume-weighted-average trading price of the Company common stock and New B&W common stock on each of the first three trading days following the distribution date. Both the replacement and the substitute options will generally be made subject to the same terms and conditions as the original options.

• Company restricted stock unit awards granted during 2015 prior to the distribution date to officers or employees of the Company who will remain officers or employees of the Company and will not become officers or employees of New B&W in connection with the spin-off will be replaced with adjusted Company awards, each of which will generally preserve the value of the original award. The adjusted awards will generally be made subject to the same terms and conditions as the awards being replaced.

• Company restricted stock unit awards granted during 2015 prior to the distribution date to persons who are or will become officers or employees of New B&W in connection with the spin-off will be converted into substitute New B&W awards, each of which will generally preserve the value of the original award. The adjusted awards will generally be made subject to the same terms and conditions as the awards being replaced.

• Outstanding Company restricted stock unit awards granted prior to 2015, any restricted stock unit awards granted to the Company’s directors prior to the distribution date that have been deferred by such directors, if any, and any Company restricted stock awards granted pursuant to retention agreements entered into with certain employees of the Company in contemplation of the spin-off, will be replaced with both (1) adjusted Company awards and (2) substitute New B&W awards, which will be determined by reference to the ratio of             share of New B&W common stock being distributed for every             shares of Company common stock in the spin-off and which, when combined, will generally preserve the value of the original award. The adjusted awards will generally be made subject to the same terms and conditions as the awards being replaced.

• Outstanding Company performance share awards granted prior to 2015 will generally be converted into unvested rights to receive the value of deemed target performance in unrestricted shares of a

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combination of Company common stock and New B&W common stock, determined by reference to the ratio of             share of New B&W common stock being distributed for every             shares of Company common stock in the spin-off, in each case with the same vesting terms as the original awards.

Any former employees of the Company or New B&W who hold outstanding stock options, restricted stock units, deferred stock units or performance shares that are unvested will have their stock options, restricted stock units, deferred stock units or performance shares similarly adjusted or replaced as a result of the spin-off.

In the case of adjusting Company options or granting substitute New B&W options, the conversion formula may result in fractional shares or fractional cents. Any fractional shares subject to adjusted Company options and substitute New B&W options will be disregarded, and the number of shares subject to such options will be rounded down to the next lower whole number of shares. The exercise price for such options will be rounded up to the next higher whole cent.

Spin-Off Conditions and Termination

We expect that the spin-off will be completed on                     , 2015, provided that, among other things:

• the Company’s board of directors will not have withdrawn its authorization and approval regarding (1) any transfer of assets and assumption of liabilities contemplated by the master separation agreement and any related agreement and (2) the distribution;

• the Company’s board of directors will have declared the distribution of all of our outstanding shares of common stock to Company stockholders as of the record date who did not transfer their right to receive shares of our common stock in connection with the spin-off;

• the SEC has declared effective our registration statement on Form 10, of which this information statement is a part, under the Exchange Act, with no stop order in effect with respect to the Form 10, and this information statement shall have been mailed to the Company’s stockholders;

• the actions and filings necessary under securities and blue sky laws of the states of the United States and any comparable laws under any foreign jurisdictions have been taken and become effective;

• no order, injunction, decree or regulation issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the spin-off is in effect;

• our common stock has been approved for listing on the New York Stock Exchange, subject to official notice of issuance;

• regulatory review by the Nuclear Regulatory Commission has been completed;

• the Company has received an opinion from its tax counsel regarding the tax treatment of the spin-off as of the distribution date (see “—Material U.S. Federal Income Tax Consequences of the Spin-Off” for more information regarding the opinion of tax counsel);

• each of the ancillary agreements related to the spin-off shall have been entered into before the spin-off and shall not have been materially breached by any party thereto; and

• no other events or developments have occurred that, in the judgment of the board of directors of the Company, in its sole and absolute discretion, would result in the spin-off having a material adverse effect on the Company or its stockholders.

We and the Company received written confirmation from the Nuclear Regulatory Commission on March 17, 2015 that the spin-off and related steps constitute neither a direct nor indirect transfer of control of any Nuclear Regulatory Commission License. Consequently, other than administrative matters relating to name change amendments, which do not involve any consent process by the Nuclear Regulatory Commission, the

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Nuclear Regulatory Commission regulatory review has been completed. The Company may waive one or more of these conditions in its sole and absolute discretion, and the determination by the Company regarding the satisfaction of these conditions will be conclusive. The fulfillment of these conditions will not create any obligation on the Company’s part to effect the distribution, and the Company has reserved the right to amend, modify or abandon any and all terms of the distribution and the related transactions at any time prior to the distribution date. The Company is not aware of any circumstances under which the spin-off would be abandoned.

Material U.S. Federal Income Tax Consequences of the Spin-Off

The following is a summary of material U.S. federal income tax consequences relating to the spin-off. This summary is based on the Code, related U.S. Treasury regulations, and interpretations of the Code and the U.S. Treasury regulations by the courts and the IRS, in effect as of the date of this information statement, and all of which are subject to change, possibly with retroactive effect. This summary does not discuss all the tax considerations that may be relevant to Company stockholders in light of their particular circumstances, nor does it address the consequences to Company stockholders subject to special treatment under the U.S. federal income tax laws (such as non-U.S. persons, insurance companies, dealers or brokers in securities or currencies, tax-exempt organizations, financial institutions, mutual funds, pass-through entities and investors in such entities, holders who hold their shares as a hedge or as part of a hedging, straddle, conversion, synthetic security, integrated investment or other risk-reduction transaction or who are subject to alternative minimum tax or holders who acquired their shares upon the exercise of employee stock options or otherwise as compensation). In addition, this summary does not address the U.S. federal income tax consequences to those Company stockholders who do not hold their Company common stock as a capital asset. Finally, this summary does not address any state, local or foreign tax consequences.

COMPANY STOCKHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS CONCERNING THE U.S. FEDERAL, STATE AND LOCAL AND FOREIGN TAX CONSEQUENCES OF THE SPIN-OFF TO THEM.

The spin-off is conditioned on the receipt of an opinion from counsel substantially to the effect that (1) the spin-off will qualify under Section 355 of the Code and certain transactions related to the spin-off will qualify under Sections 355 and/or 368 of the Code, and (2) the spin-off and certain related transactions will qualify for tax-free treatment to the Company and to us.

Assuming the spin-off and such related transactions meet the condition described above:

• the spin-off and certain related transactions generally will not result in any U.S. taxable income, gain or loss to the Company or to us;

• no gain or loss will be recognized by (and no amount will be included in the taxable income of) Company stockholders on their receipt of shares of our common stock in the spin-off;

• the holding period of shares of our common stock received by each Company stockholder will include the holding period at the time of the spin-off for the Company common stock on which the spin-off is made;

• the tax basis of the Company common stock held by each Company stockholder immediately before the spin-off will be allocated between that Company common stock and our common stock received, including any fractional share of our stock deemed received in the spin-off, in proportion to the relative fair market value of each on the date of the spin-off; and

• a Company stockholder who receives cash for a fractional share of our common stock will generally recognize capital gain or loss measured by the difference between the amount of cash received and the basis of the fractional share interest in our common stock to which the stockholder would otherwise be entitled.

U.S. Treasury Regulations also generally provide that if a Company stockholder holds different blocks of Company common stock (generally shares of Company common stock purchased or acquired on different dates or at different prices), the aggregate basis for each block of Company common stock purchased or acquired on the

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same date and at the same price will be allocated, to the greatest extent possible, between the shares of our common stock received in the spin-off in respect of such block of Company common stock and such block of Company common stock, in proportion to their respective fair market values, and the holding period of the shares of our common stock received in the spin-off in respect of such block of Company common stock will include the holding period of such block of Company common stock. If a Company stockholder is not able to identify which particular shares of our common stock are received in the spin-off with respect to a particular block of Company common stock, for purposes of applying the rules described above, the stockholder may designate which shares of our common stock are received in the spin-off in respect of a particular block of Company common stock, provided that such designation is consistent with the terms of the spin-off. Holders of Company common stock are urged to consult their own tax advisors regarding the application of these rules to their particular circumstances.

The Company has made it a condition to the spin-off that the Company obtain an opinion of counsel substantially to the effect that (1) the spin-off will qualify under Section 355 of the Code and certain transactions related to the spin-off will qualify under Sections 355 and/or 368 of the Code, and (2) the spin-off and certain related transactions will qualify for tax-free treatment to the Company and to us. The opinion will be based on, among other things, certain assumptions and representations made by the Company and us, which if incorrect or inaccurate in any material respect would jeopardize the conclusions reached by counsel in its opinion. The opinion will not be binding on the IRS or the courts and will be subject to other qualifications and limitations.

Notwithstanding receipt by the Company of the opinion of counsel, the IRS could assert that the spin-off and/or certain related transactions do not qualify for tax-free treatment for U.S. federal income tax purposes. If the IRS were successful in making such an assertion, we and our initial public stockholders could be subject to significant U.S. federal income tax liability. In general, (1) with respect to the spin-off, our initial public stockholders could be treated as if they had received a taxable distribution from the Company in an amount equal to the fair market value of our common stock that was distributed to them and (2) certain related transactions could be treated as taxable sales and/or distributions. For example, even if the spin-off were otherwise to qualify under Section 355 of the Code, the spin-off and certain related transactions may be taxable to the Company (but not to our initial stockholders) under Section 355(e) of the Code, if the spin-off were later deemed to be part of a plan (or series of related transactions) pursuant to which one or more persons acquire, directly or indirectly, stock representing a 50% or greater interest in the Company or us. For this purpose, any acquisitions of Company common stock or of our common stock within the period beginning two years before the spin-off and ending two years after the spin-off are presumed to be part of such a plan, although we or the Company may be able to rebut that presumption.

In connection with the spin-off, we and the Company will enter into a tax sharing agreement pursuant to which we will agree to be responsible for certain liabilities and obligations following the spin-off. Under the terms of the tax sharing agreement, in the event that the spin-off or certain transactions related to the spin-off were to fail to qualify for tax-free treatment, the Company would generally be responsible for all of the tax imposed on us or the Company and its subsidiaries resulting from such failure. However, if these transactions were to fail to qualify for tax-free treatment because of actions or failures to act by us, we could be responsible for all such tax. See “Relationship with the Company After the Spin-Off—Agreements Between the Company and Us—Tax Sharing Agreement.”

Under U.S. Treasury regulations, each Company stockholder who, immediately before the distribution, owns at least 5% of the total outstanding common stock of the Company must attach to such stockholder’s U.S. federal income tax return for the year in which the spin-off occurs a statement setting forth certain information relating to the spin-off. In addition, all stockholders are required to retain permanent records relating to the amount, basis and fair market value of our stock which they receive and to make those records available to the IRS on request of the IRS.

THE FOREGOING IS A SUMMARY OF MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE SPIN-OFF UNDER CURRENT LAW AND IS FOR GENERAL INFORMATION ONLY. THE FOREGOING DOES NOT PURPORT TO ADDRESS ALL U.S. FEDERAL INCOME TAX CONSEQUENCES OR TAX CONSEQUENCES THAT MAY ARISE UNDER THE TAX LAWS OF OTHER JURISDICTIONS OR THAT MAY APPLY TO PARTICULAR CATEGORIES OF STOCKHOLDERS. EACH COMPANY STOCKHOLDER SHOULD CONSULT ITS OWN TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES OF THE SPIN-OFF TO SUCH STOCKHOLDER, INCLUDING THE APPLICATION OF U.S. FEDERAL, STATE, LOCAL

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AND FOREIGN TAX LAWS, AND THE EFFECT OF POSSIBLE CHANGES IN TAX LAWS THAT MAY AFFECT THE TAX CONSEQUENCES DESCRIBED ABOVE.

Reason for Furnishing this Information Statement

This information statement is being furnished solely to provide information to Company stockholders who will receive shares of New B&W common stock in the spin-off. It is not to be construed as an inducement or encouragement to buy or sell any of our securities or any Company securities. We believe that the information contained in this information statement is accurate as of the date set forth on the front cover. Changes may occur after that date and neither the Company nor we undertake any obligation to update the information, except to the extent applicable securities laws or regulations require us to do so.

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CAPITALIZATION

The following table sets forth capitalization (1) on a historical basis as of December 31, 2014, and (2) on a pro forma basis to reflect the transfer of the assets and liabilities associated with the Company’s Nuclear Energy segment to the Company. This table should be read in conjunction with “Selected Historical Combined Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the combined financial statements and corresponding notes and the unaudited pro forma combined financial statements and corresponding notes included elsewhere in this information statement.

	December 31, 2014 (in thousands)
	Historical		Pro Forma
Long-term debt (including current portion)	$	3,215	$	3,215
Stockholders’ equity
Preferred stock, $0.01 par value;             shares authorized pro forma; no shares issued and outstanding pro forma		—		—
Common stock, $0.01 par value;             shares authorized pro forma;             shares issued and outstanding pro forma		—		(1)
Capital in excess of par value		—
Parent/stockholder equity		693,688		668,815(2)
Total capitalization	$	696,903	$	672,030

(1) Represents the expected distribution of approximately             million shares of our common stock to holders of Company common stock based on the number of shares of Company common stock outstanding on                     , 2015.

(2) Represents parent/stockholder equity excluding the Nuclear Energy segment. Prior to the distribution, the assets and liabilities associated with New B&W’s Nuclear Energy segment will be transferred to the Company. See the unaudited pro forma combined balance sheets and corresponding notes included elsewhere in this information statement for additional information regarding the assumptions and estimates used in the pro forma adjustments.

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DIVIDEND POLICY

We do not currently plan to pay a regular dividend on our common stock following the spin-off. The declaration of any future cash dividends and, if declared, the amount of any such dividends, will be subject to our financial condition, earnings, capital requirements, financial covenants and other contractual restrictions and to the discretion of our board of directors. Our board of directors may take into account such matters as general business conditions, industry practice, our financial condition and performance, our future prospects, our cash needs and capital investment plans, income tax consequences, applicable law and such other factors as our board of directors may deem relevant.

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SELECTED HISTORICAL COMBINED FINANCIAL INFORMATION

The following table presents selected historical combined financial information. We derived the statement of operations information for each of the years ended December 31, 2014, 2013 and 2012 and the balance sheet information as of December 31, 2014 and 2013 from the audited combined financial statements included in this information statement and the balance sheet information as of December 31, 2012 from the unaudited combined financial statements not included in this information statement. We derived the statement of operations and balance sheet information for the years ended December 31, 2011 and 2010 from the unaudited combined financial statements not included in this information statement. The selected historical combined financial information does not reflect the transfer of assets and liabilities associated with the Company’s Nuclear Energy segment to the Company in connection with the spin-off. See “Summary Historical and Unaudited Pro Forma Combined Financial Information.”

You should read the selected historical combined financial information in conjunction with the “Summary Historical and Unaudited Pro Forma Combined Financial Information,” the combined financial statements and the accompanying notes, the unaudited pro forma combined financial statements and the accompanying notes, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this information statement. The financial information may not be indicative of our future performance and does not necessarily reflect what our financial position and results of operations would have been had we operated as an independent public company during the periods presented.

	Year Ended December 31,
	2014		2013		2012		2011		2010
Statement of Operations Information:		(in thousands)
Revenues	$	1,589,719	$	1,921,163	$	2,039,100	$	1,785,274	$	1,599,841
Costs and expenses		1,655,915		1,684,376		1,850,616		1,714,769		1,483,638
Equity in income of investees		8,681		18,387		17,402		24,616		31,949
Operating income (loss)		(57,515)		255,174		205,886		95,121		148,152
Other income (expense)		1,823		1,847		(669)		414		(20,667)
Income (loss) before provision for (benefit from) income taxes		(55,692)		257,021		205,217		95,535		127,485
Provision for (benefit from) income taxes		(29,528)		82,206		64,323		36,577		44,414
Net income (loss) attributable to The Power Generation Operations of The Babcock & Wilcox Company	$	(26,529)	$	174,526	$	140,753	$	58,732	$	82,894
Earnings Per Share Data:
Basic	$		$		$		$		$
Diluted	$		$		$		$		$
Weighted average common stock outstanding:
Basic
Diluted
Non-GAAP Data:
Adjusted net income attributable to The Power Generation Operations of The Babcock & Wilcox Company (1)	$	64,851	$	116,620	$	149,851	$	138,605	$	125,282
Adjusted diluted earnings per common share (1)
Other Data:
Depreciation and amortization	$	36,454	$	29,726	$	23,857	$	21,115	$	23,865
Capital expenditures		17,204		16,563		25,074		15,427		13,770
Balance Sheet Information:
Working capital	$	366,604	$	231,275	$	115,045	$	397,678	$	274,982
Total assets		1,522,806		1,296,469		1,419,651		1,656,990		1,449,754
Notes payable and current maturities of long-term debt		3,215		4,671		4,062		4,653		4,791
Long-term debt		-		225		430		633		855
Other Data:
Backlog	$	2,480,177	$	2,173,350	$	2,680,292	$	2,248,080	$	1,925,200

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(1) Adjusted net income and adjusted diluted earnings per common share are defined as net income and diluted earnings per common share adjusted to exclude actuarial gains and losses on pension and post-retirement plans and special charges for restructuring activities. We present adjusted net income and adjusted diluted earnings per common share, which are not prepared in accordance with GAAP, because we believe they provide meaningful insight into operational performance. Additionally, we believe that when considered together with the GAAP results and the reconciliation to net income and diluted earnings per common share, these non-GAAP measures provide a more complete understanding of our business than could be obtained absent this disclosure. We use adjusted net income and adjusted diluted earnings per common share, together with financial measures prepared in accordance with GAAP, such as net income and diluted earnings per common share, to assess our historical and prospective operating performance and to enhance our understanding of our core operating performance. Additionally, we are presenting these measures because we believe they are useful in (a) helping investors facilitate comparisons of our operating results with prior periods and (b) assisting investors in understanding our ongoing operations and our operating performance. We are providing these non-GAAP measures to supplement the results provided in accordance with GAAP and they should not be considered superior to, or as substitutes for, the comparable GAAP results.

The following table provides a reconciliation of net income and diluted earnings per common share to adjusted net income and adjusted diluted earnings per common share:

	Year Ended December 31,
	2014			2013		2012		2011		2010
	(in thousands)
Net income (loss) attributable to The Power Generation Operations of The Babcock & Wilcox Company	$	(26,529	)	$	174,526	$	140,753	$	58,732	$	82,894
Actuarial (gains) losses on our pension and post-retirement plans		71,121			(76,064)		9,098		79,873		42,388
Special charges for restructuring activities		20,259			18,158		-		-		-
Adjusted net income attributable to The Power Generation Operations of The Babcock & Wilcox Company	$	64,851		$	116,620	$	149,851	$	138,605	$	125,282
Diluted earnings per common share	$			$		$		$		$
Actuarial (gains) losses on our pension and postretirement plans
Special charges for restructuring activities
Adjusted diluted earnings per common share	$			$		$		$		$

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with “Selected Historical Combined Financial Information,” and the historical and pro forma financial statements and accompanying notes appearing in this information statement. This discussion and analysis presents the results of operations of the primary operating subsidiary of our Power Generation business, Babcock & Wilcox Power Generation Group, Inc. (“PGG OpCo”), and its subsidiaries, combined with related captive insurance operations and the subsidiaries associated with the Company’s Nuclear Energy segment that will be transferred to the Company before the spin-off. This discussion and analysis contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under “Risk Factors” and elsewhere in this information statement. See “Cautionary Statement Concerning Forward-Looking Information.” Unless the context requires otherwise or we specifically indicate otherwise, when used in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, the terms “New B&W,” “we,” “our,” “ours” and “us” refer to Babcock & Wilcox Enterprises, Inc. and its subsidiaries as of the distribution date.

Spin-off

On November 5, 2014, the Company announced that its board of directors approved a plan to separate its Power Generation business from the Company, creating a newly independent, publicly traded company. The spin-off is expected to be tax-free to both the Company and our stockholders. We expect the spin-off to be completed by mid-summer 2015, provided that the conditions set forth under the caption “The Spin-Off–Spin-Off Conditions and Termination” have been satisfied in the Company’s sole and absolute discretion.

We are currently a wholly owned subsidiary of the Company. Prior to the spin-off, PGG OpCo will transfer the assets and liabilities associated with the Company’s Nuclear Energy segment to the Company. In connection with the spin-off, the Company will transfer to us all the assets and generally all the liabilities relating to the Company’s Power Generation business. Company stockholders will not be required to pay for shares of our common stock received in the spin-off or to surrender or exchange shares of common stock of the Company in order to receive shares of our common stock or to take any other action in connection with the spin-off.

General

We are a leading technology-based provider of advanced fossil and renewable power generation equipment that includes a broad suite of boiler products and environmental systems and related services for power and industrial uses. We specialize in engineering, manufacturing, procurement, and erection of equipment and technology used in the power generation industry and various other industries, and the provision of related services. Our overall activity depends significantly on the capital expenditures and operations and maintenance expenditures of global electric power generating companies, other steam-using industries and industrial facilities with environmental compliance needs.

Our strategy is to continue to seek opportunities to optimize our profitability within all our markets through an operating model that is designed to be strategically efficient and cost competitive; to expand international offerings through increased marketing and operational presence in regions around the world where we expect continued demand growth and increased need for services; and to seek partnering arrangements and acquisitions to expand our market presence and capabilities. On June 20, 2014, we completed the acquisition of MEGTEC Holdings, Inc. (“MEGTEC”). MEGTEC designs, engineers, manufactures and services air pollution control systems and coating / drying equipment for a variety of industrial applications and is expected to complement our existing environmental products and solutions offerings. MEGTEC comprises our Industrial Environmental segment.

Following the spin-off, we will operate in three reportable segments: Global Power, Global Services and Industrial Environmental. The historical audited financial statements currently have a fourth segment, Nuclear Energy, which will be distributed to the Company before the spin-off.

Overview – Global Power

Our Global Power segment represents our worldwide new build boiler and environmental products businesses. Through this segment, we engineer, manufacture, procure, construct and commission steam

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generating and environmental systems and other related equipment. Our boilers are designed for utility and industrial applications, fired with fossil and renewable fuels and include advanced supercritical boilers, subcritical boilers, fluidized bed boilers, biomass-fired boilers, waste-to-energy boilers, chemical recovery boilers, industrial power boilers, package boilers, heat recovery steam generators, waste heat boilers and solar thermal power systems. Our environmental systems offer air pollution control products and related equipment for the treatment of nitrogen oxides, sulfur dioxide, fine particulate, mercury, acid gases and other hazardous air emissions and include wet and dry flue gas desulfurization systems, catalytic and non-catalytic nitrogen oxides reduction systems, low nitrogen oxides burners and overfire air systems, fabric filter baghouses, wet and dry electrostatic precipitators, mercury control systems and dry sorbent injection for acid gas mitigation. Our customers consist of a wide range of utilities, independent power producers and industrial companies globally. This segment’s activity is dependent on the capital expenditures and operations and maintenance expenditures of global electric power generating companies and other steam-using industries with environmental compliance needs.

We see opportunities for growth in revenues in this segment relating to a variety of factors including the following:

• emerging international markets needing state-of-the-art technology for fossil power generation and environmental systems;

• a global need for renewable and carbon neutral power applications requiring steam generation and environmental control technologies to enable beneficial use of municipal waste and biomass;

• industrial products such as heat recovery and steam generators, and natural gas and oil fired package boilers due to lower fuel prices; and

• increasing environmental regulation.

Globally, efforts to reduce the environmental impact of burning fossil fuels may create opportunities for us as existing generating capacity is replaced with cleaner technologies. We are actively researching, developing and deploying a range of products to serve this opportunity, including lower-carbon technologies that enable clean use of fossil fuels, such as ultra-supercritical boilers; carbon-neutral technologies, such as biomass-fueled boilers and gasifiers; gas-fired package boiler technologies; and select carbon dioxide capture technologies.

For the year ended December 31, 2014, we generated revenues of $471.9 million in this segment. Revenues were substantially lower than the $712.5 million generated for the year ended December 31, 2013 as projects related to the previously enacted environmental rules and regulations, such as the Cross State Air Pollution Rule, neared completion. We expect the growth in backlog at December 31, 2014, which relates primarily to recent international coal boiler and renewable bookings, will provide revenue growth in this segment.

Overview – Global Services

Our Global Services segment provides a comprehensive mix of aftermarket products and services to support peak efficiency and availability of steam generating and associated environmental and auxiliary equipment for power generation. Our products and services include replacement parts, field technical services, retrofit and upgrade projects, fuel switching and repowering projects, construction and maintenance services, start-up and commissioning, training programs and plant operations and maintenance for our full complement of boiler, environmental and auxiliary equipment. We deliver these aftermarket products and services to a large installed base for our and our competitors’ power generation and industrial plants globally through our extensive network of regionally located service centers, technical support personnel, and global sourcing capabilities. Our customers consist of a wide range of utilities, independent power producers and industrial companies globally. This segment’s activity is dependent on the demand for electricity and ultimately the capacity utilization and associated operations and maintenance expenditures of power generating companies and other steam-using industries.

We see opportunities for growth and margin expansion in this segment relating to a variety of factors including the following:

• repositioning our infrastructure to meet the substantial recurring aftermarket products and services opportunity with a strategically efficient and cost competitive operating model;

• continued customer investment in their existing power plants, particularly in North America, to enhance utilization and operating efficiency levels, improve reliability and extend the useful life of their existing plants;

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• leveraging our relationship network of strategic partners, particularly in North America, to expand our market opportunity to supply aftermarket parts and services to installed units delivered by other original equipment suppliers; and

• targeted repositioning of our global sales network in strategic countries to serve the aftermarket refurbishment and maintenance of existing facilities outside North America.

For the year ended December 31, 2014, we generated revenues of $908.7 million in this segment. We expect that our large installed base of power generation equipment will provide a solid foundation for a recurring revenue stream.

Overview – Industrial Environmental

Our Industrial Environmental segment provides environmental products and services to numerous industrial end markets through MEGTEC, which the Company acquired on June 20, 2014. Through this segment, we design, engineer and manufacture products including oxidizers, solvent and distillation systems, wet electrostatic precipitators, scrubbers and heat recovery systems. The segment also provides specialized industrial process systems, coating lines and equipment. Our suite of technologies for pollution abatement include systems that control volatile organic compounds and air toxics, particulate, nitrogen oxides and acid gas air emissions from industrial processes. We serve a diverse set of industrial end markets with a current emphasis on the chemical, pharmaceutical, energy storage, packaging, and automotive markets. This segment’s activity is dependent primarily on the capacity utilization of operating industrial plants and an increased emphasis on environmental emissions globally across a broad range of industries and markets.

We see opportunities for growth in revenues in this segment relating to a variety of factors. Our new equipment customers purchase equipment as part of major capacity expansions, to replace existing equipment, or in response to regulatory initiatives. Additionally, our significant installed base provides a consistent and recurring aftermarket stream of parts, retrofits and services. Economic recovery, particularly in the United States, as well as major investments in global chemical markets have strengthened demand for MEGTEC equipment, while tightening environmental regulations in China, India and developing countries are creating new opportunities. We foresee long-term trends toward increased environmental controls for industrial manufacturers around the world. Finally, we will continue to seek acquisitions to expand our market presence and technology offerings.

For the year ended December 31, 2014, the MEGTEC acquisition, which was completed on June 20, 2014, generated revenues of $105.4 million in this segment.

Overview – Nuclear Energy

This segment will not be part of our continuing operations as we will transfer the assets and liabilities associated with this segment to the Company in connection with the spin-off. The Nuclear Energy segment supplies commercial nuclear steam generators and components to nuclear utility customers. This segment has supplied the nuclear industry with more than 1,300 large, heavy components worldwide. This segment is the only heavy nuclear component, N-Stamp certified manufacturer in North America. The Nuclear Energy segment fabricates pressure vessels, reactors, steam generators, heat exchangers and other auxiliary equipment. This segment also provides specialized engineering services that include structural component design, 3-D thermal-hydraulic engineering analysis, weld and robotic process development and metallurgy and materials engineering. In addition, this segment offers services for nuclear steam generators and balance of plant equipment, as well as nondestructive examination and tooling/repair solutions for other plant systems and components.

For the year ended December 31, 2014, we generated revenues of $103.7 million in this segment. Revenues decreased substantially from the $153.5 million and $253.1 million generated for the years ended December 31, 2013 and 2012, respectively. The 2014 decrease primarily relates to the completion of a replacement steam generator contract that contributed substantially to revenues in 2013 and 2012. We expect revenues for this segment in the near future to be largely driven by nuclear services outage and inspection projects.

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Global Competitiveness Initiative and Other Restructuring Activities

Prior to contemplating the spin-off, the Company launched the Global Competitiveness Initiative (“GCI”) in the third quarter of 2012 to enhance competitiveness, better position the Company for growth, and improve profitability. A wide range of cost reduction activities were identified, including operational and functional efficiency improvements, organizational design changes and manufacturing optimization, many of which focused on New B&W. Savings from these initiatives have been phased in since 2012, and once fully executed, the Company expects annual savings to total at least $75 million, with approximately two thirds attributable to New B&W. The majority of the expected annual savings are from efficiency improvements that were completed in 2013 and 2014. The balance of the cost savings relates to manufacturing initiatives that are expected to be completed in 2015. In order to achieve these savings, we expect to incur total restructuring charges (cash and non-cash) of approximately $45 to $50 million. We incurred $3.3 million and $26.3 million of costs associated with GCI for the years ended December 31, 2014 and 2013, respectively.

We are also targeting additional structural change initiatives that we expect, in conjunction with our GCI initiatives, to drive further margin improvement in our Global Power, Global Services and Nuclear Energy segments. We expect to incur total restructuring charges (cash and noncash), as well as produce annual savings once these additional initiatives are fully implemented, in the range of $35 million to $50 million. We incurred $26.7 million of costs associated with these additional initiatives for the year ended December 31, 2014.

The cost savings from these programs are expected to make our offerings more cost-competitive through both direct and overhead cost reductions, allowing us to more aggressively pursue new business opportunities and other initiatives to increase stockholder value.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe the following are our most critical accounting policies that we apply in the preparation of our financial statements. These policies require our most difficult, subjective and complex judgments, often as a result of the need to make estimates of matters that are inherently uncertain.

Contracts and Revenue Recognition. We determine the appropriate accounting method for each of our long-term contracts before work on the project begins. We generally recognize contract revenues and related costs on a percentage-of-completion method for individual contracts or combinations of contracts based on a cost-to-cost method, as applicable to the product or activity involved. We recognize estimated contract revenue and resulting income based on costs incurred to date as a percentage of total estimated costs. Certain costs may be excluded from the cost-to-cost method of measuring progress, such as significant costs for materials and major third-party subcontractors, if it appears that such exclusion would result in a more meaningful measurement of actual contract progress and resulting periodic allocation of income. For all contracts, if a current estimate of total contract cost indicates a loss on a contract, the projected loss is recognized in full when determined. It is possible that current estimates could materially change for various reasons, including, but not limited to, fluctuations in forecasted labor productivity or steel and other raw material prices. We routinely review estimates related to our contracts, and revisions to profitability are reflected in the quarterly and annual earnings we report. In the years ended December 31, 2014, 2013 and 2012, we recognized net favorable changes in estimate related to long-term contracts accounted for on the percentage-of-completion basis that increased operating income by approximately $36.4 million, $4.3 million and $64.0 million, respectively. The 2014 and 2013 amounts include contract losses totaling $11.6 million and $35.6 million, respectively, for additional estimated costs to complete our Berlin Station project. This project is a 75 MW biomass boiler project in Berlin, New Hampshire that experienced schedule delays and related cost overruns. This is in addition to approximately $16.9 million of contract losses recorded on this project in 2012. The customer certified that we achieved substantial completion on the project effective July 19, 2014. See Note 10 to the audited combined financial statements for legal proceedings associated with this matter. The 2012 amount also includes $13.8 million of project improvements on a new build capital project in our Global Power segment due to better than expected performance.

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For parts orders and certain aftermarket services activities, we recognize revenues as goods are delivered and work is performed.

Although we continually strive to improve our ability to estimate our contract costs and profitability, adjustments to overall contract costs due to unforeseen events could be significant in future periods. We recognize claims for extra work or for changes in scope of work in contract revenues, to the extent of costs incurred, when we believe collection is probable and can be reasonably estimated. We recognize income from contract change orders or claims when formally agreed with the customer. We regularly assess the collectability of contract revenues and receivables from customers.

Property, Plant and Equipment. We carry our property, plant and equipment at depreciated cost, reduced by provisions to recognize economic impairment when we determine impairment has occurred. Property, plant and equipment amounts are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset, or asset group, may not be recoverable. An impairment loss would be recognized when the carrying amount of an asset exceeds the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition. The amount of the impairment loss to be recorded is calculated by the excess of the asset carrying value over its fair value. Fair value is generally determined using a discounted cash flow analysis. Our estimates of cash flow may differ from actual cash flow due to, among other things, technological changes, economic conditions or changes in operating performance. Any changes in such factors may negatively affect our business and result in future asset impairments.

We depreciate our property, plant and equipment using the straight-line method over estimated economic useful lives, which typically range from three to twelve years for machinery and equipment and up to forty years for buildings. We expense the costs of maintenance, repairs and renewals, which do not materially prolong the useful life of an asset, as we incur them.

Investments in Unconsolidated Affiliates. We use the equity method of accounting for affiliates in which our investment ownership ranges from 20% to 50%, unless significant economic or governance considerations indicate that we are unable to exert significant influence, in which case the cost method is used. The equity method is also used for affiliates in which our investment ownership is greater than 50% but we do not have a controlling interest. Currently, all of our material investments in affiliates that are not included in our combined results are recorded using the equity method. Affiliates in which our investment ownership is less than 20% and where we are unable to exert significant influence are carried at cost.

Self-Insurance. Prior to the spin-off, coverage has been provided from a wholly owned insurance subsidiary of the Company that provides employer’s liability, general and automotive liability and workers’ compensation insurance and, from time to time, builder’s risk insurance within certain limits to us. After the completion of the spin-off, we will obtain similar coverage from a wholly owned insurance subsidiary of New B&W. We may also have business reasons in the future to self-insure other risks that we cannot or do not wish to transfer to outside insurance companies. When estimating our self-insurance liabilities, we consider a number of factors, including historical claims experience and trend lines, projected growth patterns, inflation and exposure forecasts. The assumptions we make with respect to each of these factors represent our judgment as to the most probable cumulative impact of each factor on our future obligations. Our calculation of self-insurance liabilities requires us to apply judgment to estimate the ultimate cost to settle reported claims and claims incurred but not yet reported as of the balance sheet date. We engage the services of an actuarial firm to assist us in the calculation of our liabilities for self-insurance. While the actual outcome of insured claims could differ significantly from estimated amounts, these loss estimates and accruals recorded in our financial statements for claims have historically been reasonable in light of the actual amount of claims paid. Provisions for exposure to self-insurance claims and the related payments of claims have historically not had a material adverse impact on our combined financial position, results of operations and cash flows, and we do not expect these provisions to have a material impact on our self-insurance programs in the future.

Pension Plans and Postretirement Benefits. We utilize actuarial and other assumptions in calculating the cost and benefit obligations of our pension and postretirement benefits. The assumptions utilized in the determination of our benefit cost and obligations include assumptions regarding discount rates, expected returns on plan assets, mortality and health care cost trends. The assumptions utilized represent our best estimates based on historical experience and other factors.

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Actual experience that differs from these assumptions or future changes in assumptions will affect our recognized benefit obligations and related costs. We immediately recognize net actuarial gains and losses into earnings in the fourth quarter of each year, or as interim remeasurements are required, as a component of net periodic benefit cost. Net actuarial gains and losses occur when actual experience differs from any of the various assumptions used to value our pension and postretirement benefit plans or when assumptions, which are revisited annually through our update of our actuarial valuations, change due to current market conditions or underlying demographic changes. The primary factors contributing to net actuarial gains and losses are changes in the discount rate used to value the obligations as of the measurement date each year, the difference between the actual return on plan assets and the expected return on plan assets and changes in health care cost trends. The effect of changes in the discount rate and expected rate of return on plan assets in combination with the actual return on plan assets can result in significant changes in our estimated pension and postretirement benefit cost and our combined financial condition. Additionally, in the current year, we adjusted our mortality assumption to reflect mortality improvements identified by the Society of Actuaries, adjusted for our experience. The impact of the change in this assumption caused a $46.9 million increase in our pension liability.

The following sensitivity analysis shows the impact of a 25 basis point change in the assumed discount rate, return on assets, and health care cost trend rate on our pension and postretirement benefit plan obligations and expense for the year ended December 31, 2014:

	.25% Increase		.25% Decrease
Pension Plans	(in millions)
Discount Rate:
Effect on ongoing net periodic benefit cost (1)	$	0.6	$	(0.6)
Effect on project benefit obligation		(43.6)		46.0
Return on Assets:
Effect on ongoing net periodic benefit cost	$	(2.8)	$	2.8
Postretirement Plans
Discount Rate:
Effect on ongoing net periodic benefit cost (1)	$	-	$	-
Effect on project benefit obligation		(0.4)		0.4
Health Care Cost Trend Rate:
Effect on ongoing net periodic benefit cost	$	-	$	-
Effect on project benefit obligation		-		-

(1) Excludes effect of annual mark-to-market adjustment.

Loss Contingencies. We estimate liabilities for loss contingencies when it is probable that a liability has been incurred and the amount of loss is reasonably estimable. We provide disclosure when there is a reasonable possibility that the ultimate loss will exceed the recorded provision or if such probable loss is not reasonably estimable. We are currently involved in some significant litigation. See Note 10 to the audited combined financial statements included in this information statement for a discussion of this litigation. We have accrued our estimates of the probable losses associated with these matters. However, our losses are typically resolved over long periods of time and are often difficult to estimate due to the possibility of multiple actions by third parties. Therefore, it is possible that future earnings could be affected by changes in our estimates related to these matters.

Goodwill. Each year, we evaluate goodwill at each reporting unit to assess recoverability, and impairments, if any, are recognized in earnings. We perform a qualitative analysis when we believe that there is sufficient excess fair value over carrying value based on our most recent quantitative assessment, adjusted for relevant facts and circumstances that could affect fair value. Deterioration in macroeconomic, industry and market conditions, cost factors, overall financial performance, share price decline or entity and reporting unit specific events could cause us to believe a qualitative test is no longer appropriate.

When we determine that it is appropriate to test goodwill for impairment utilizing a quantitative test, the first step of the test compares the fair value of a reporting unit to its carrying amount, including goodwill. We utilize both the income and market valuation approaches to provide inputs into the estimate of the fair value of our reporting units, which would be considered by market participants.

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Under the income valuation approach, we employ a discounted cash flow model to estimate the fair value of each reporting unit. This model requires the use of significant estimates and assumptions regarding future revenues, costs, margins, capital expenditures, changes in working capital, terminal year growth rate and cost of capital. Our cash flow models are based on our forecasted results for the applicable reporting units. Actual results could differ materially from our projections. Some assumptions, such as future revenues, costs and changes in working capital are company driven and could be affected by a loss of one or more significant contracts or customers; failure to control costs on certain contracts; or a decline in demand based on changing economic, industry or regulatory conditions. Changes in external market conditions may affect certain other assumptions, such as the cost of capital. Market conditions can be volatile and are outside of our control.

Under the market valuation approach, we employ the guideline publicly traded company method, which indicates the fair value of the equity of each reporting unit by comparing it to publicly traded companies in similar lines of business. After identifying and selecting guideline companies, we analyze their business and financial profiles for relative similarity. Factors such as size, growth, risk and profitability are analyzed and compared to each of our reporting units. Assumptions include the selection of our peer companies and use of market multiples, which could deteriorate or increase based on the profitability of our competitors and performance of their stock, which is often dependent on the performance of the stock market and general economy as a whole.

Adverse changes in these assumptions utilized within the first step of our impairment test could cause a reduction or elimination of excess fair value over carrying value, resulting in potential recognition of impairment. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of the impairment loss, if any. The second step compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill.

We completed our annual review of goodwill for each of our reporting units for the year ended December 31, 2014, which indicated that we had no impairment of goodwill. The fair value of our reporting units was substantially in excess of carrying value.

Income Taxes. Income tax expense for federal, foreign, state and local income taxes is calculated on pre-tax income based on current tax law and includes the cumulative effect of any changes in tax rates from those used previously in determining deferred tax assets and liabilities. We are included in the U.S. federal and certain state tax returns filed by the Company. We compute the provision for such income taxes on a separate tax return basis as if we filed our own tax returns. We deem the amounts that we would have paid or received from the Internal Revenue Service and certain state jurisdictions had we not been a member of the Company’s consolidated tax group to be immediately settled with the Company. We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. We assess deferred taxes and the adequacy of the valuation allowance on a quarterly basis. In the ordinary course of business there is inherent uncertainty in quantifying our income tax positions. We assess our income tax positions and record tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances, and information available at the reporting date. For those tax positions where it is more likely than not that a tax benefit will be sustained, we have recorded the largest amount of tax benefit with a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, no tax benefit has been recognized in the financial statements. We record interest and penalties (net of any applicable tax benefit) related to income taxes as a component of provision for income taxes on our combined statements of operations.

Warranty. We accrue estimated expense included in cost of operations on our combined statements of operations to satisfy contractual warranty requirements when we recognize the associated revenue on the related contracts. In addition, we record specific provisions or reductions when we expect the actual warranty costs to significantly differ from the accrued estimates. Factors that impact our estimate of warranty costs include prior history of warranty claims and our estimates of future costs of materials and labor. Such changes could have a material effect on our combined financial condition, results of operations and cash flows.

Stock-Based Compensation. We account for stock-based compensation in accordance with FASB Topic Compensation – Stock Compensation. Under the fair value recognition provisions of this statement, the cost of employee services received in exchange for an award of equity instruments is measured at the grant date based on the fair value of the award. Stock-based compensation expense is recognized on a straight-line basis

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over the requisite service periods of the awards, which is generally equivalent to the vesting term. We use a Black-Scholes model to determine the fair value of certain share-based awards, such as stock options. For performance shares or units granted in the year ended December 31, 2014 that contain a Relative Total Shareholder Return vesting criteria, we utilize a Monte-Carlo simulation to determine the grant date fair value, which determines the probability of satisfying the market condition included in the award. The determination of the fair value of a share-based payment award using an option-pricing model requires the input of highly subjective assumptions, such as the expected life of the award and stock price volatility.

Business Combinations. We account for acquisitions in accordance with FASB Topic Business Combinations. This topic broadens the fair value measurements and recognition of assets acquired, liabilities assumed and interests transferred as a result of business combinations. It also provides disclosure requirements to assist users of the financial statements in evaluating the nature and financial effects of business combinations.

RESULTS OF OPERATIONS – YEARS ENDED DECEMBER 31, 2014, 2013 and 2012

Selected financial highlights are presented in the table below:

	Year Ended December 31,
	2014		2013		2012
	(In thousands)
REVENUES:
Global Power	$	471,929	$	712,461	$	780,682
Global Services		908,682		1,055,189		1,005,277
Industrial Environmental		105,418		-		-
Nuclear Energy		103,690		153,513		253,141
	$	1,589,719	$	1,921,163	$	2,039,100
Gross Profit:
Global Power	$	94,647	$	126,275	$	177,670
Global Services		193,629		225,434		220,877
Industrial Environmental		24,961		-		-
Nuclear Energy		10,667		48,466		73,249
	$	323,904	$	400,175	$	471,796
Selling, General and Administrative		(229,191)		(228,149)		(241,333)
Research and Development		(18,747)		(22,882)		(26,018)
Losses (Gains) on Asset Disposal and Impairments, net		(1,087)		(1,153)		(3,276)
Equity in Income of Investees		8,681		18,387		17,402
Special Charges for Restructuring Activities		(30,025)		(26,346)		-
Mark to Market Adjustment		(111,050)		115,142		(12,685)
Total Operating Income (Loss)	$	(57,515)	$	255,174	$	205,886

Combined Results of Operations

Year Ended December 31, 2014 vs. 2013

Combined revenues decreased 17.3%, or $331.5 million, to $1,589.7 million in the year ended December 31, 2014 compared to $1,921.2 million for the corresponding period in 2013 due primarily to decreases in revenues from our Global Power, Global Services and Nuclear Energy segments of $240.6 million, $146.5 million and $49.8 million, respectively. The MEGTEC acquisition, which was completed on June 20, 2014, contributed $105.4 million of revenues for the year ended December 31, 2014.

Combined operating income decreased $312.7 million to a loss of $57.5 million in the year ended December 31, 2014 from $255.2 million for the corresponding period in 2013. Operating income includes actuarial gains and losses (“MTM charges”) related to our pension and postretirement plans, which reflected a fourth

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quarter non-cash gain (loss) of $(111.1) million and $115.1 million in 2014 and 2013, respectively. In addition, operating income for the years ended December 31, 2014 and 2013 includes special charges for restructuring activities totaling $30.0 million and $26.3 million, respectively. Excluding MTM charges and restructuring charges, operating income decreased $82.8 million for the year ended December 31, 2014 compared to 2013. Gross profit in our Global Power, Global Services and Nuclear Energy segments declined $31.7 million, $31.8 million and $37.8 million, respectively. This decrease was partially offset by increased gross profit due to the MEGTEC acquisition which contributed $25.0 million for the year ended December 31, 2014 and a $4.1 million decline in research and development expense for the 2014 period as compared to 2013.

Year Ended December 31, 2013 vs. 2012

Combined revenues decreased 5.8%, or $117.9 million, to $1,921.2 million in the year ended December 31, 2013 compared to $2,039.1 million for the corresponding period in 2012 due primarily to decreases in revenues from our Global Power and Nuclear Energy segments of $68.2 million and $99.6 million, respectively, partially offset by increased revenues in our Global Services segment totaling $49.9 million.

Combined operating income increased $49.3 million to $255.2 million in the year ended December 31, 2013 from $205.9 million for the corresponding period in 2012. Operating income includes MTM charge which reflected a non-cash gain (loss) of $115.1 million and $(12.7) million in 2013 and 2012, respectively. In addition, operating income for the year ended December 31, 2013 includes special charges for restructuring activities totaling $26.3 million. Excluding MTM charges and restructuring charges, operating income decreased $52.2 million for the year ended December 31, 2013 compared to 2012. Gross profit in our Global Power and Nuclear Energy segments declined $51.4 million and $24.7 million, respectively. These decreases was partially offset by increased gross profit in our Global Services segment totaling $4.5 million and a $13.2 million decline in selling, general and administrative expenses for the 2013 period as compared to 2012.

Global Power

	Year Ended December 31,							Year Ended December 31,
	2014		2013		$ Change			2013		2012		$ Change
Revenues	$	471,929	$	712,461	$	(240,532	)	$	712,461	$	780,682	$	(68,221	)
Gross Profit		94,647		126,275		(31,628	)		126,275		177,670		(51,395	)
% of Revenues		20.1%		17.7%					17.7%		22.8%

Year Ended December 31, 2014 vs. 2013

Revenues decreased 33.8%, or $240.6 million, to $471.9 million in the year ended December 31, 2014, compared to $712.5 million in 2013. Our new build environmental activities contributed to $139.2 million of this decrease, which was principally driven by lower levels of engineering, procurement and construction activities as projects related to the previously enacted environmental rules and regulations near completion and uncertainties continue regarding the ultimate outcome of environmental regulations. Additionally, our new build steam generation activities contributed to a $101.4 million decline in revenues due to a lower level of activity on our Berlin Station project, as well as other renewable energy projects.

Gross profit decreased $31.7 million to $94.6 million in the year ended December 31, 2014 compared to $126.3 million in the corresponding 2013 period, primarily due to the decreased revenues discussed above. This decline was partially offset due to the recording of a lower loss provision of $11.6 million on the Berlin Station project as compared to the prior year period provision of $35.6 million which had a favorable impact on gross profit as a percentage of revenues of 2.5% for the year ended December 31, 2014 when compared to the corresponding 2013 period.

Year Ended December 31, 2013 vs. 2012

Revenues decreased 8.7%, or $68.2 million, to $712.5 million in the year ended December 31, 2013, compared to $780.7 million in 2012. Our new build steam generation activities contributed $43.8 million of this decrease, which was primarily due to a lower level of activity on renewable energy and industrial boiler projects. Additionally, our new build environmental activities contributed to $24.4 million of this decrease, which was

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primarily attributable to lower levels of engineering, procurement and construction activities as projects related to the previously enacted environmental rules and regulations near completion and uncertainties continued regarding the ultimate outcome of environmental regulations.

Gross profit decreased $51.4 million to $126.3 million in the year ended December 31, 2013 compared to $177.7 million in 2012, primarily due to the decreased revenues discussed above, as well as contract losses totaling $35.6 million recorded for additional estimated costs to complete the Berlin Station project that was experiencing unforeseen worksite conditions and fuel specification issues. These losses are in addition to $16.9 million of contract losses recorded for this project during the fourth quarter of 2012. The change in the Berlin Station project losses resulted in an unfavorable impact on gross profit as a percentage of revenues of 2.8% in the year ended December 31, 2013 when compared to 2012. Additionally, gross margins were lower as compared to the 2012 period due to more competitive profit margins, as well as a lower level of project improvements.

Global Services

	Year Ended December 31,							Year Ended December 31,
	2014		2013		$ Change			2013		2012		$ Change
Revenues	$	908,682	$	1,055,189	$	(146,507	)	$	1,055,189	$	1,005,277	$	49,912
Gross Profit		193,629		225,434		(31,805	)		225,434		220,877		4,557
% of Revenues		21.3%		21.4%					21.4%		22.0%

Year Ended December 31, 2014 vs. 2013

Revenues decreased 13.9%, or $146.5 million, to $908.7 million in the year ended December 31, 2014, compared to $1,055.2 million in the corresponding 2013 period. This decrease was primarily attributable to lower service project revenues due mainly to a large boiler retrofit project that was completed in 2013 and a decrease in construction services environmental project revenues.

Gross profit decreased $31.8 million to $193.6 million in the year ended December 31, 2014 compared to $225.4 million in the corresponding 2013 period, primarily due to the decrease in revenues discussed above.

Year Ended December 31, 2013 vs. 2012

Revenues increased 5.0%, or $49.9 million, to $1,055.2 million in the year ended December 31, 2013, compared to $1,005.3 million in 2012. This increase was primarily attributable to increased construction activities on a boiler retrofit project and maintenance services, partially offset by decreased environmental retrofit activity.

Gross profit increased $4.5 million to $225.4 million in the year ended December 31, 2013 compared to $220.9 million in 2012, primarily due to the increased revenues discussed above, partially offset by more competitive gross margins. Additionally, the gross profit margin percentage was impacted by the relative mix of revenue activities with a larger amount of construction and maintenance services revenues.

Industrial Environmental

	Year Ended December 31,						Year Ended December 31,
	2014		2013		$ Change		2013		2012		$ Change
Revenues	$	105,418	$	-	$	105,418	$	-	$	-	$	-
Gross Profit		24,961		-		24,961		-		-		-
% of Revenues		23.7%		-				-		-

Year Ended December 31, 2014 vs. 2013

The segment contains the operating results of MEGTEC which was acquired on June 20, 2014. Revenues and gross profit contributed by this segment totaled $105.4 million and $25.0 million for the year ended December 31, 2014, respectively.

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Nuclear Energy

	Year Ended December 31,							Year Ended December 31,
	2014		2013		$ Change			2013		2012		$ Change
Revenues	$	103,690	$	153,513	$	(49,823	)	$	153,513	$	253,141	$	(99,628	)
Gross Profit		10,667		48,466		(37,799	)		48,466		73,249		(24,783	)
% of Revenues		10.3%		31.6%					31.6%		28.9%

Year Ended December 31, 2014 vs. 2013

Revenues decreased 32.4%, or $49.8 million, to $103.7 million in the year ended December 31, 2014 compared to $153.5 million in the corresponding period of 2013. This decrease is primarily attributable to a decrease in revenues from our nuclear equipment business totaling $42.1 million largely due to the completion of a replacement steam generator contract that was ongoing in the prior year period.

Gross profit decreased $37.8 million to $10.7 million in the year ended December 31, 2014 compared to $48.5 million in the corresponding period of 2013, primarily attributable to a $15.3 million charge resulting from an adverse jury verdict in a lawsuit involving commercial nuclear contracts. The adverse jury verdict resulted in a negative impact on segment gross profit as a percentage of revenues of 14.8% in the year ended December 31, 2014. We also experienced lower gross profit from our nuclear equipment business related to the decrease in revenues noted above. In addition, during the year ended December 31, 2013, we recognized $7.1 million of warranty improvements associated with favorable warranty experience which had a favorable impact on gross profit as a percentage of revenues of 4.6% in the year ended December 31, 2013.

Year Ended December 31, 2013 vs. 2012

Revenues decreased 39.4%, or $99.6 million, to $153.5 million in the year ended December 31, 2013 compared to $253.1 million in the corresponding period of 2012. The decrease in revenues is primarily attributable to decreased activity in our nuclear services and nuclear equipment businesses associated with the completion of several large contracts that were ongoing in the prior period.

Gross profit decreased $24.7 million to $48.5 million in the year ended December 31, 2013 compared to $73.2 million in the corresponding period of 2012. This decrease is primarily attributable to the decline in revenues noted above. These decreases were partially offset by $7.1 million of favorable warranty experience compared to the corresponding period of 2012 which had a favorable impact on gross profit as a percentage of revenues of 4.6% in the year ended December 31, 2013.

Selling, General and Administrative

Selling, general and administrative expenses incurred for the year ended December 31, 2014 were $229.2 million and were relatively unchanged from the 2013 period which totaled $228.1 million. Cost savings from GCI restructuring initiatives were offset by $17.5 million of selling, general and administrative expenses associated with the MEGTEC business that was acquired on June 20, 2014. Selling, general and administrative expenses decreased $13.2 million to $228.1 million for the year ended December 31, 2013, as compared to $241.3 million for the corresponding period in 2012 due to the impact of GCI restructuring initiatives which reduced overhead expenses as compared to the prior year.

Research and Development

Research and development expenses relate to the development and improvement of new and existing products and equipment, as well as conceptual and engineering evaluation for translation into practical applications. These expenses were $18.7 million, $22.9 million and $26.0 million for the years ended December 31, 2014, 2013 and 2012, respectively.

Gain (Loss) on Asset Disposal and Impairment

We experienced losses on asset disposals and impairments, net totaling $1.1 million, $1.2 million and $3.3 million during the years ended December 31, 2014, 2013 and 2012, respectively, primarily as the result of impairment charges due to the cancellation of certain operations and maintenance services contracts.

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Equity in Income of Investees

Equity in income of investees decreased $9.7 million to $8.7 million for the year ended December 31, 2014, as compared to $18.4 million for the corresponding period in 2013 primarily due to adverse market conditions in China and Australia, new facility costs in India and the near completion of a U.S. environmental project joint venture that generated more operating income in the corresponding period in 2013.

Equity in income of investees increased $1.0 million to $18.4 million for the year ended December 31, 2013, as compared to $17.4 million for the corresponding period in 2012 due primarily to income earned from a newly formed project joint venture to engineer, procure and construct an environmental control system.

Special Charges for Restructuring Activities

Special charges for restructuring activities increased $3.7 million to $30.0 million in the year ended December 31, 2014, as compared to $26.3 million in 2013, due to charges associated with our margin improvement program, offset by a decline in charges related to our GCI initiative as this initiative nears completion.

Mark to Market Adjustment

We immediately recognize actuarial gains (losses) for our pension and postretirement plans into earnings as a component of net periodic benefit cost. The effect of this adjustment on operating income was $(111.1) million in 2014, as compared to $115.1 million in 2013, mainly related to a $46.9 million loss recognized on the adoption of a new mortality assumption and a decline in discount rates, offset by actual return on assets that exceeded expected return.

The effect of the mark to market adjustment on operating income was $115.1 million in 2013, as compared to $(12.7) million in 2012, mainly related to an increase in interest rates and actual return on assets that exceeded our expected return.

Provision for Income Taxes

	Year Ended December 31,						Year Ended December 31,
	2014		2013		$ Change		2013		2012		$ Change
Income from Continuing Operations before Provision for Income Taxes	$	(55,692)	$	257,021	$	(312,713)	$	257,021	$	205,217	$	51,804
Income Tax Provision		(29,528)		82,206		(111,734)		82,206		64,323		17,883
Effective Tax Rate		53.0%		32.0%				32.0%		31.3%

We operate in numerous countries that have statutory tax rates below that of the United States federal statutory rate of 35%. The most significant of these foreign operations are located in Canada, Denmark and the United Kingdom with effective tax rates of approximately 26%, 25% and 22%, respectively. Income (loss) before provision for income taxes generated in the United States and foreign locations for the years ended December 31, 2014, 2013 and 2012 is presented in the table below.

	Year Ended December 31,
	2014			2013		2012
	(In thousands)
U.S.	$	(64,084	)	$	135,967	$	109,958
Other than U.S.		8,392			121,054		95,259
Income (loss) before provision for (benefit from) income taxes	$	(55,692	)	$	257,021	$	205,217

For the year ended December 31, 2014, our provision for income taxes decreased $111.7 million to $(29.5) million, while income before provision for income taxes decreased $312.7 million to $(55.7) million. Our effective tax rate increased 21.0% to 53.0% for 2014. The change in our effective tax rate is primarily related to the receipt of a favorable ruling from the Internal Revenue Service that enabled us to amend prior year U.S. income

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tax returns to exclude distributions of several of our foreign joint ventures from domestic taxable income resulting in an increase in the effective tax rate as the 2014 period was in a loss position. In addition, the significant decrease in income before provision for income taxes attributable to our mark to market pension adjustments had an effect on the overall jurisdictional mix of our pre-tax earnings in 2014 as compared to 2013.

For the year ended December 31, 2013, our provision for income taxes increased $17.9 million to $82.2 million, while income before provision for income taxes increased $51.8 million to $257.0 million. Our effective tax rate increased 0.7% to 32.0% for 2013. Differences in the components of our effective tax rate in 2013 as compared to 2012 were primarily attributable to an unfavorable mix of foreign earnings offset by the benefit of the American Taxpayer Relief Act of 2012, enacted on January 2, 2013 which retroactively extended the U.S. research and development tax credit for two years.

ADJUSTED NON-GAAP RESULTS OF OPERATIONS

In the results of operations discussion above, we have disclosed operating income changes excluding MTM charges and special charges for restructuring activities which have been recorded in accordance with generally accepted accounting principles. Additionally, elsewhere in this information statement we present adjusted net income and adjusted diluted earnings per common share. Adjusted net income and adjusted diluted earnings per common share are defined as net income and diluted earnings per common share adjusted to exclude actuarial gains and losses on pension and postretirement plans and special charges for restructuring activities. We present these non-GAAP measures, which are not prepared in accordance with GAAP, because we believe they provide meaningful insight into operational performance and our segment operating performance. Additionally, we believe that when considered together with the GAAP results and the reconciliation to net income and diluted earnings per share, these non-GAAP measures provide a more complete understanding of our business than could be obtained absent this disclosure. We use these non-GAAP measures, together with financial measures prepared in accordance with GAAP, such as net income and diluted earnings per share, to assess our historical and prospective operating performance and to enhance our understanding of our core operating performance. Additionally, we are presenting these measures because we believe they are useful in (a) helping investors facilitate comparisons of our operating results with prior periods and (b) assisting investors in understanding our ongoing operations and our operating performance. We are providing these non-GAAP measures to supplement the results provided in accordance with GAAP and they should not be considered superior to, or as substitutes for, the comparable GAAP results.

EFFECTS OF INFLATION AND CHANGING PRICES

Our financial statements are prepared in accordance with generally accepted accounting principles in the United States, using historical U.S. dollar accounting (“historical cost”). Statements based on historical cost, however, do not adequately reflect the cumulative effect of increasing costs and changes in the purchasing power of the U.S. dollar, especially during times of significant and continued inflation.

In order to minimize the negative impact of inflation on our operations, we attempt to cover the increased cost of anticipated changes in labor, material and service costs, either through an estimate of those changes, which we reflect in the original price, or through price escalation clauses in our contracts. However, there can be no assurance we will be able to cover all changes in cost using this strategy.

LIQUIDITY AND CAPITAL RESOURCES

Pre-Spin-off Liquidity and Capital Resources

Historically, the Company has provided financing, cash management and other treasury services to us. Domestically, we participated in a centralized cash management program administered by the Company resulting in minor domestic cash balances in our combined balance sheets. Cash transferred to and from the Company has historically been assumed to be immediately settled. Upon completion of the spin-off, we will maintain separate cash management and financing functions from the Company for our operations.

Our unrestricted cash and investments at December 31, 2014 and December 31, 2013 totaled approximately $221.3 million and $207.8 million, respectively, which largely represents our international cash

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balances. Additionally, the Company had $828.1 million available for borrowings under its Credit Agreement (as defined below) as of December 31, 2014. Financing provided by the Company for the year ended December 31, 2014 totaled $213.1 million, largely to fund the acquisition of MEGTEC, as well as working capital needs.

Company Credit Facility

On June 24, 2014, the Company entered into a Second Amended and Restated Credit Agreement (the “Credit Agreement”) with a syndicate of lenders and letter of credit issuers, and Bank of America, N.A., as administrative agent, which amended and restated the former credit agreement. The Credit Agreement provides for revolving credit borrowings and issuances of letters of credit in an aggregate amount of up to $1.0 billion and a term loan facility of up to $300 million. The Credit Agreement is scheduled to mature on June 24, 2019. The proceeds of the Credit Agreement are available to us for the issuance of letters of credit, working capital needs and other general corporate purposes. The Credit Agreement includes provisions that allow for additional financial institutions to become lenders, or for any existing lender to increase its commitment thereunder, subject to an aggregate maximum of $400 million for all incremental term loan, revolving credit borrowings and letter of credit commitments. Outstanding letters of credit issued under the Credit Agreement on our behalf totaled $112.8 million at December 31, 2014.

The Credit Agreement is guaranteed by substantially all of the Company’s wholly owned domestic subsidiaries, including the wholly owned domestic subsidiaries of New B&W. Obligations under the Credit Agreement are secured by first-priority liens on certain assets owned by the Company and certain of the guarantors (including the wholly owned domestic subsidiaries of B&W PGG). If the corporate rating of the Company and its subsidiaries from Moody’s is Baa3 or better (with a stable outlook or better), the corporate family rating of the Company and its subsidiaries from S&P is BBB- or better (with a stable outlook or better), and other conditions are met, the liens securing obligations under the Credit Agreement will be released, subject to reinstatement upon the terms set forth in the Credit Agreement.

Post-Spin-off Liquidity and Capital Resources

Following the spin-off, our primary sources of liquidity will be cash on hand provided from operating activities, and amounts anticipated to be available under our new revolving credit facility. Our long-term contracts are generally structured to limit cash flow exposure by billing, based on contract milestones in advance of incurring cash outflows. Particularly for larger contracts, this results in cash generation at the beginning of the contract and cash outflow at the end of the contract as the work is completed. The increase in backlog at December 31, 2014 from recent international coal boiler and renewable bookings is expected to result in cash generation from working capital as these new projects begin and advance billings are received. The majority of our customers are well capitalized utilities and governments for which we have a history of minimal accounts receivable write offs. We do not currently have any significant concerns with our ability to bill and collect amounts from our customers associated with our long-term contracts. Further, contractual terms and conditions are consistent with industry standards and past practices. At the time of the spin-off, we anticipate entering into a new revolving credit facility that will replace our participation in the Company’s credit agreement described above. The expected credit facility will include a $600 million revolving credit feature that will be available for working capital, letters of credit and other liquidity requirements after the spin-off. The credit facility is expected to be secured by substantially all of our domestic assets and 65% of the equity of our foreign subsidiaries. Interest and fees will depend on our leverage ratio with commitment fees ranging from             % to             % and interest rates ranging from LIBOR plus             % to LIBOR plus             %.

We expect our current sources of cash to be sufficient to meet our liquidity needs for at least the next twelve months.

Other Financing Arrangements

Prior to the spin-off, certain of our subsidiaries have credit arrangements with various commercial banks and other financial institutions for the issuance of letters of credit and bank guarantees in association with contracting activity. The aggregate value of all such letters of credit and bank guarantees as of December 31, 2014 was $101.5 million.

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We have posted surety bonds to support contractual obligations to customers relating to certain projects. We utilize bonding facilities to support such obligations, but the issuance of bonds under those facilities is typically at the surety’s discretion. Although there can be no assurance that we will maintain our surety bonding capacity, we believe our current capacity is more than adequate to support our existing project requirements for the next twelve months. In addition, these bonds generally indemnify customers should we fail to perform our obligations under the applicable contracts. Certain of our subsidiaries, have jointly executed general agreements of indemnity in favor of surety underwriters relating to surety bonds those underwriters issue in support of some of our contracting activity. As of December 31, 2014, bonds issued and outstanding under these arrangements in support of contracts totaled approximately $435.3 million.

Following the spin-off, we expect our subsidiaries to continue to enter into these types of credit and surety arrangements.

OTHER

Foreign Operations

Included in our total unrestricted cash and cash equivalents at December 31, 2014 and December 31, 2013 is approximately $195.2 million and $194.0 million or 89% and 98%, respectively, related to foreign operations and subsidiaries. In general, these resources are not available to fund our U.S. operations unless the funds are repatriated to the U.S., which would expose us to taxes we presently have not accrued in our results of operations. We presently have no plans to repatriate these funds to the U.S. in a taxable manner as the liquidity generated by our U.S. operations, along with other sources of cash, is sufficient to meet the cash requirements of our U.S. operations.

Cash, Cash Equivalents, Restricted Cash and Investments

December 31, 2014 compared to December 31, 2013

In aggregate, our cash and cash equivalents, restricted cash and cash equivalents and investments increased by approximately $20.7 million to $253.2 million at December 31, 2014 from $232.5 million at December 31, 2013, primarily due to cash generated by in our international operations. At December 31, 2014, we had restricted cash and cash equivalents totaling $31.8 million, $3.7 million of which was held in restricted foreign cash accounts and $28.1 million of which was held to meet reinsurance reserve requirements of our captive insurer. At December 31, 2014, we had investments with a fair value of $2.3 million. Our investment portfolio consists primarily of investments in asset-backed securities and collateralized mortgage obligations and highly liquid money market instruments. See discussion above in “Pre-Spin-off Liquidity and Capital Resources” related to domestic cash pooling with the Company.

Our working capital increased by approximately $135.3 million to $366.6 million at December 31, 2014 from $231.3 million at December 31, 2013, attributable primarily to the changes in net contracts in progress and advance billings on contracts associated with the decline in contract activity. Our long-term contracts are generally structured to limit cash flow risk by billing in advance of incurring cash outflows. Particularly for larger contracts, this results in cash generation at the beginning of the contract and cash outflow at the end of the contract as the work is completed. Our working capital increased, using cash, in 2014 and 2013 as our backlog projects related to previously enacted environmental rules and regulations, such as the Cross State Air Pollution Rule, neared completion at a pace that exceeded new bookings for the period. However, the increase in backlog at December 31, 2014 from recent international coal boiler and renewable bookings is expected to generate cash from operating activities as these new projects begin and advance billings are received.

Year Ended December 31, 2014 compared to Year Ended December 31, 2013

Our net cash used in operating activities was approximately $28.7 million for the year ended December 31, 2014 compared to cash used in operating activities of $7.3 million in the year ended December 31, 2013. This increase in cash used in operating activities was primarily attributable to reduced earnings and the timing of collection of accounts receivable, which is subject to project milestone billings.

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Our net cash used in investing activities increased by $131.0 million to approximately $149.6 million in the year ended December 31, 2014 compared to $18.6 million in the year ended December 31, 2013. This increase in cash used in investing activities was primarily attributable to the acquisition of MEGTEC.

Our net cash flow provided by financing activities increased $164.1 million to approximately $211.7 million in the year ended December 31, 2014 compared to $47.6 million in the year ended December 31, 2013. This increase in cash provided by financing activities was primarily attributable to increased financing provided by the Company.

December 31, 2013 compared to December 31, 2012

In aggregate, our cash and cash equivalents, restricted cash and cash equivalents and investments increased by approximately $12.9 million to $232.5 million at December 31, 2013 from $219.6 million at December 31, 2012, primarily due to cash generated by our international operations.

Our working capital increased by approximately $116.3 million to $231.3 million at December 31, 2013 from $115.0 million at December 31, 2012, attributable primarily to the changes in net contracts in progress and advance billings on contracts.

Year Ended December 31, 2013 compared to Year Ended December 31, 2012

Our net cash used in operating activities was approximately $7.3 million in the year ended December 31, 2013 compared to cash provided by operating activities of $58.2 million in the year ended December 31, 2012. This decrease was primarily attributable to changes in net contracts in progress and advance billings due to timing of project billings, partially offset by lower pension contributions.

Our net cash used in investing activities decreased by $82.5 million to approximately $18.6 million in the year ended December 31, 2013 compared to $101.1 million in the year ended December 31, 2012. This decrease in net cash used in investing activities was primarily attributable to a decline in net purchases and sales of available-for-sale securities during the period due to the transfer of investments to the Company.

Our net cash flow provided by financing activities increased by $230.4 million to $47.6 million in the year ended December 31, 2013 compared to $182.8 million of net cash flow used in financing activities in the year ended December 31, 2012. This increase in net cash provided by financing activities was primarily attributable to net transfer activity with the Company.

Off-Balance Sheet Arrangements

In the year ended December 31, 2014, we issued a letter of credit with a four year term totaling approximately $10 million in support of a bank loan borrowed by Thermax Babcock & Wilcox Energy Solutions Private Limited (“TBWES”). TBWES is an unconsolidated affiliate and the letter of credit can be drawn if TBWES defaults on the loan. We recognized the fair value of this guarantee totaling $1.7 million in other liabilities on our combined balance sheet at December 31, 2014 with an associated increase to our investments in unconsolidated affiliates.

CONTRACTUAL OBLIGATIONS

Our cash requirements as of December 31, 2014 under current contractual obligations were as follows:

	Total		Less than     1 Year		1-3       Years		3-5       Years		After     5 Years
	(In thousands)
Long-term debt principal(1)	$	3,215	$	3,215	$	—	$	—	$	—
Lease payments	$	15,534	$	5,522	$	5,991	$	2,800	$	1,221

(1) Interest payments on these borrowings as of December 31, 2014 are not significant.

We expect cash requirements totaling approximately $15.8 million for contributions to our pension plans in 2015. In addition, we anticipate cash requirements totaling approximately $5.3 million for contributions to our other postretirement benefit plans in 2015.

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Our contingent commitments under letters of credit, bank guarantees and surety bonds outstanding at December 31, 2014 expire as follows:

Total	Less than           1 Year		1-3         Years		3-5 Years		Thereafter
(In thousands)
$        649,568	$	98,907	$	459,345	$	88,437	$	2,879

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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our exposure to market risk from changes in interest rates relates primarily to our cash equivalents and our investment portfolio, which primarily consists of investments in U.S. Government obligations and highly liquid money market instruments denominated in U.S. dollars. We are averse to principal loss and seek to ensure the safety and preservation of our invested funds by limiting default risk, market risk and reinvestment risk. Our investments are classified as available-for-sale.

We have no material future earnings or cash flow exposures from changes in interest rates on our long-term debt obligations.

We have operations in many foreign locations, and, as a result, our financial results could be significantly affected by factors such as changes in foreign currency exchange (“FX”) rates or weak economic conditions in those foreign markets. In order to manage the risks associated with FX rate fluctuations, we attempt to hedge those risks with FX derivative instruments. Historically, we have hedged those risks with FX forward contracts. We do not enter into speculative derivative positions.

Interest Rate Sensitivity

The following tables provide information about our financial instruments that are sensitive to changes in interest rates. The tables present principal cash flows and related weighted-average interest rates by expected maturity dates.

	Principal Amount by Expected Maturity (In thousands)
At December 31, 2014:															Fair Value at December 31, 2014
	Years Ending December 31,
	2015		2016		2017		2018		2019		Thereafter		Total
Investments	$	1,997		—		—		—		—	$	308	$	2,305	$	2,263
Average Interest Rate		0.2%		—		—		—		—		2.6%		—		—
Long-term Debt	$	3,215		—		—		—		—		—	$	3,215	$	3,219
Average Interest Rate		6.3%		—		—		—		—		—		—		—
At December 31, 2013:															Fair Value at December 31, 2013
	Years Ending December 31,
	2014		2015		2016		2017		2018		Thereafter		Total
Investments	$	8,951	$	—		—		—		—	$	393	$	9,344	$	9,305
Average Interest Rate		0.2%		—		—		—		—		2.3%		—		—
Long-term Debt	$	4,671	$	225		—		—		—		—	$	4,896	$	4,917
Average Interest Rate		6.3%		0.5%		—		—		—		—		—		—

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Exchange Rate Sensitivity

The following table provides information about our FX forward contracts outstanding at December 31, 2014 and presents such information in U.S. dollar equivalents. The table presents notional amounts and related weighted-average FX rates by expected (contractual) maturity dates and constitutes a forward-looking statement. These notional amounts generally are used to calculate the contractual payments to be exchanged under the contract. The average contractual FX rates are expressed using market convention, which is dependent on the currencies being bought and sold under the forward contract.

Forward Contracts to Purchase Foreign Currencies in U.S. Dollars (in thousands)
Foreign Currency	Year Ending   December 31, 2015		Fair Value at   December 31, 2014			Average Contractual   Exchange Rate
British Pound Sterling	$	3,835	$	(233)			1.6452
British Pound Sterling (selling Euros)	$	2,788	$	89			0.8131
Canadian Dollars	$	32,513	$	(2,655)			1.0805
Chinese Renminbi	$	1,695	$	(28)			6.2681
Euros	$	721	$	(30)			1.2666
Euros (selling British Pound Sterling)	$	1,474	$	(21)			0.7952
Swedish Krona (selling Danish Krona)	$	1,309	$	(62)			1.2253
U.S. Dollars (selling British Pound Sterling)	$	276	$	13			1.6240
U.S. Dollars (selling Canadian Dollars)	$	7,482	$	541			1.0909
U.S. Dollars (selling Danish Krona)	$	6,557	$	27			6.0999
U.S. Dollars (selling Euro)	$	511	$	46			1.3272
Foreign Currency	Year Ending December 31, 2016		Fair Value at December 31, 2014			Average Contractual Exchange Rate
Canadian Dollars	$	15,085	$	(743	)		1.1180

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BUSINESS

Overview

New B&W is currently a wholly owned subsidiary of the Company. The Company is a successor to a business founded in 1867, which was acquired by McDermott International, Inc. (“MII”) in 1978. In July 2010, MII spun-off the businesses that comprised its then Power Generation and Government Operations segments into the Company. New B&W’s assets and business will consist of those that the Company reports as its Power Generation segment in its financial statements combined with related captive insurance operations. Prior to the spin-off, PGG OpCo will transfer the assets and liabilities associated with the Company’s Nuclear Energy segment to the Company. Following the spin-off, New B&W will be an independent, publicly traded company that operates the Company’s Power Generation business. The Company will not retain any ownership interest in New B&W.

New B&W is a leading technology-based provider of advanced fossil and renewable power generation equipment that includes a broad suite of boiler products and environmental systems, and services for power and industrial uses. We specialize in engineering, manufacturing, procurement, and erection of equipment and technology used in the power generation industry and various other industries, and the provision of related services, including:

• high pressure equipment for energy conversion, such as boilers fueled by coal, oil, bitumen, natural gas, renewables including municipal solid waste and biomass fuels;

• environmental control systems for both power generation and industrial applications to incinerate, filter, capture, recover and/or purify air, liquid and vapor-phase effluents from a variety of power generation and manufacturing processes;

• aftermarket support for the global installed base of operating plants with a wide variety of products and technical services including replacement parts, retrofit and upgrade capabilities, field engineering, construction, inspection, operations and maintenance, condition assessment and other technical support; and

• engineered-to-order services, products and systems for energy conversion worldwide and related auxiliary equipment, such as burners, pulverizers, soot blowers and ash and material handling systems; and

• design and manufacture of ovens and dryers, specialized coating lines and material handling systems for energy storage, membranes, digital printing and other advanced manufacturing processes.

New B&W will operate in three reportable segments: Global Power, Global Services and Industrial Environmental. Through our Global Power segment, we engineer, manufacture, procure, construct and commission boilers fueled by fossil fuels and renewables in addition to environmental systems and related auxiliary equipment primarily to steam generating customers globally. Through our Global Services segment, we provide aftermarket products and services to steam generating utilities worldwide and numerous industrial customers globally. We have supplied the boilers for approximately 35% of the coal-fired electric generating capacity in the United States. We also provide aftermarket services for global installed units delivered by other original equipment suppliers. Through our Industrial Environmental segment, we provide a range of environmental technology and services to numerous industrial end markets globally. We established the operations constituting this segment through our June 20, 2014 acquisition of MEGTEC.

Our overall activity depends significantly on the capital expenditures and operations and maintenance expenditures of global electric power generating companies, other steam-using industries and industrial facilities with environmental compliance needs. Several factors influence these expenditures, including:

• prices for electricity, along with the cost of production and distribution including the cost of fuel within the United States or internationally;

• demand for electricity and other end products of steam-generating facilities;

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• requirements for environmental improvements;

• impact of potential U.S. and international requirements to significantly limit or reduce greenhouse gas emissions in the future;

• environmental policies which include waste to energy or biomass as options to meet legislative requirements and clean energy portfolio standards;

• level of capacity utilization at operating power plants, and other industrial uses of steam production;

• requirements for maintenance and upkeep at operating power plants to combat the accumulated effects of usage; and

• ability of electric power generating companies and other steam users to raise capital.

Customer demand is heavily affected by the variations in our customers’ business cycles and by the overall economies and energy and environmental policies of the countries in which they operate.

Our Competitive Strengths

Leading Market Position in the Global Power Generation Market

We are a proven leader and brand in the design, engineering, manufacture, supply, construction and maintenance of steam generating and environmental control systems for power generation providers worldwide. We serve our markets and customers through a global, low cost footprint of engineering and manufacturing assets and joint ventures including our joint venture with Thermax Ltd in India and our joint venture with Beijing Jingcheng Machinery Electric Holding Company Ltd in China. As of December 31, 2014, our power generation systems and equipment have provided for more than 300,000 MW of steam generating capacity in more than 800 facilities in over 90 countries. In recognition of our capabilities, we have received numerous industry awards including the “2013 Plant of the Year” for American Electric Power’s John W. Turk, Jr. Ultra Super Critical Plant by Power Engineering magazine.

Recurring Global Aftermarket Services Business in Power Generation Market

We provide a comprehensive mix of aftermarket products, services and technical solutions to a large installed base for our and our competitors’ power generation and industrial plants globally. We deliver these products and services through our extensive network of regionally located service centers, technical support personnel, and global sourcing capabilities. Combined with our priority on delivering responsive and competitive customer service and solutions, this consistently results in capturing leading market share that generates stable and recurring revenues. In addition, the long term customer relationships that result from this recurring business position us favorably for new capital project opportunities and growth of our global aftermarket installed base.

Established Platform in the Global Industrial Environmental Market

We are a leading provider of technology and services in the highly fragmented and growing market for industrial environmental systems. We offer our industrial customer base a complete end-to-end solution of air pollution equipment, including engineering and project management services, procurement and fabrication, construction and installation, aftermarket support and parts and services. The products and services provide a range of sustainability-focused benefits, including air pollution abatement, carbon management, energy storage and recovery, and environmental compliance to prevent and/or treat waste and pollution.

Proven Track Record of Success and Innovation

We have served the global power generation industry for over 145 years and have a rich legacy of advanced technology development for the power generation and industrial markets. This technology leadership is supported by thousands of patents worldwide. We have invested in advanced technologies, through both research and development and our knowledge-centered technical professionals, to meet the challenge of growing power generation demand for energy sources that are lower pollutant emitting sources, or sources that have lower carbon footprints including: technologies for the development of higher efficiency coal-utilization systems to reduce emissions and technologies to enable a greater use of waste-to-energy and biomass fuels for power generation.

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Global, Diversified Client Base

We have a broad customer base, consisting of a wide range of utilities, independent power producers and industrial companies globally. Our customers represent some of the largest utility and industrial manufacturing companies worldwide. We believe we have the resources and capabilities to meet the needs of our customers as they upgrade and expand and to support our recurring service and maintenance business. The global diversity of our operations and customer base provides us with multiple growth opportunities in our core markets. As of December 31, 2014, we had a diversified customer base of more than 12,000 customers across the power generation and industrial markets.

Demonstrated Success with Large and Complex Projects

We have demonstrated success in executing large delivered and erected projects, both at new power plants and as retrofits at existing facilities. Since 2000, we have erected more than 142 major pieces of equipment at units with electric generating capacity exceeding 56,000 MW. For those customers who purchase our combined design build offering, we utilize proven project execution processes and provide single-point accountability for our scope throughout the execution of the project. Leveraging our engineer-to-construct design experience early in the life of a project optimizes constructability, resulting in lower costs and improved certainty of schedule. Our successful experience with modular fabrication and assembly can increase safety, improve quality, reduce field labor costs and shorten project span time.

Experienced Management and Engineering Team

Our senior management team has broad power and industrial market experience. Our senior management team is supported by a strong operating management team, which possesses extensive operational and managerial experience. Our workforce includes engineers, designers, and project managers whose significant specialized industry experience and technical expertise enables them to develop solutions that will best meet the needs of our customers. The experience and stability of our management, operating and engineering teams have been crucial to our growth, developing and maintaining customer relationships, and sustaining market share.

Our Business Strategies

Optimize Our Business to Align with the Market Opportunity

We plan to continue enhancing our operating model and asset base to optimize our approach to profitable organic growth and enhanced free cash flow across our range of global markets. In mature markets like North America, we see continued demand for refurbishment and maintenance of aging plants, which, in addition to the requirements of increasing environmental regulation, is being driven by the desire of power producers to reduce operating costs, enhance operating efficiency, improve reliability and extend the useful lives of their existing plants. Significant opportunity exists to serve this more mature market with an infrastructure designed to meet the substantial recurring aftermarket and targeted capital projects with a strategically efficient and cost competitive operating model.

Pursue Growth Opportunities in the International Power Generation Market

We will continue to pursue growth opportunities in the international power generation market by expanding our marketing and operational presence in regions around the world where we expect continued demand growth and increased need for aftermarket services for both fossil and renewable (waste to energy and biomass) power generation. We believe significant growth opportunities exist as a result of many factors, including economic growth, particularly in emerging economies, where we expect demand for new power generation capacity to continue to rise as economic development continues; and continued development of environmental regulation globally, which we expect to continue to drive demand for cleaner power generation technologies, as well as environmental systems and other devices that abate emissions from existing plants.

Continue Disciplined Acquisition Program with Successful Integration

Our management team has demonstrated its ability to identify business acquisition opportunities, consummate acquisitions and integrate acquired businesses effectively. We will continue to seek and execute additional strategic acquisitions that focus on expanding our existing capabilities as well as entering into new,

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adjacent markets. In June 2014, we purchased MEGTEC for $142.8 million, net of cash acquired, which expanded our product and services offerings in new industrial end markets. We plan to augment organic growth opportunities for MEGTEC’s current portfolio with acquisitions to expand our suite of technologies, with a focus on key abatement technologies, to establish additional channels to market and to extend our geographic footprint.

Maintain our Commitment to Safety

We value the health and safety of all employees and seek to provide a workplace that is free of accidents and injuries. Through our safety processes, we are dedicated to preventing accidents and their associated costs by averting, eliminating or mitigating unsafe acts and conditions, and by responding properly to emergency situations. A safe work environment benefits our employees, our customers and our business partners and is a key element to our future success.

Segment Description

After the spin-off, we will operate in three reportable segments. Currently, we have a fourth segment, our Nuclear Energy segment. This segment supplies commercial nuclear steam generators and components to nuclear utility customers. In connection with the spin-off, we will transfer the assets and liabilities associated with this segment to the Company. After the spin-off, our three segments will be as follows:

Global Power

Our Global Power segment represents our worldwide new build boiler and environmental products businesses that serve large steam generating and industrial customers. The segment provides a full suite of product and service offerings including engineering, procurement, manufacturing, construction and commissioning. Our boilers include utility boilers and industrial boilers fired with coal, oil and natural gas as well as renewables including biomass and municipal solid waste. Our boiler products include advanced supercritical boilers, subcritical boilers, fluidized bed boilers, biomass-fired boilers, waste-to-energy boilers, chemical recovery boilers, industrial power boilers, package boilers, heat recovery steam generators, waste heat boilers and solar thermal power systems.

Our environmental systems offerings include air pollution control products and related equipment for the treatment of nitrogen oxides, sulfur dioxide, fine particulate, mercury, acid gases and other hazardous air emissions, including carbon dioxide capture and sequestration technologies, wet and dry flue gas desulfurization systems, catalytic and non-catalytic nitrogen oxides reduction systems, low nitrogen oxides burners and overfire air systems, fabric filter baghouses, wet and dry electrostatic precipitators, mercury control systems and dry sorbent injection for acid gas mitigation.

We also receive license fees and royalty payments through licensing agreements on our proprietary technologies.

Global Services

Our Global Services segment provides a comprehensive mix of aftermarket products and services to support peak efficiency and availability of steam generating and associated environmental and auxiliary equipment, serving large steam generating utility and industrial customers globally. Our products and services include replacement parts, field technical services, retrofit and upgrade projects, fuel switching and repowering projects, construction and maintenance services, start-up and commissioning, training programs and plant operations and maintenance for our full complement of boiler, environmental and auxiliary equipment. Our auxiliary equipment includes boiler cleaning equipment and material handling equipment.

Industrial Environmental

Our Industrial Environmental segment represents our environmental products and services business serving numerous industrial end markets such as the chemical, pharmaceutical, energy storage, packaging, and automotive markets. The segment designs, engineers and manufactures products including oxidizers, solvent and distillation systems, wet and dry electrostatic precipitators, scrubbers and heat recovery systems. The segment also provides specialized industrial process systems and equipment.

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Acquisitions and Joint Ventures

We are currently exploring growth strategies across our segments through acquisitions to expand and complement our existing business. As we pursue these opportunities, we expect they would be funded by cash on hand and/or external financing including debt, equity or some combination thereof.

Acquisitions

In June 2014, we completed the acquisition of MEGTEC for $142.8 million, net of cash acquired. MEGTEC designs, engineers, manufactures and services air pollution control systems and coating / drying equipment for a variety of industrial applications and complements environmental products and solutions offerings.

In November 2011, we acquired Anlagenbau und Fördertechnik Arthur Loibl GmbH (“Loibl”), a German-based manufacturer of material handling equipment for $24.2 million. Loibl expands the products, services and global reach of our Allen-Sherman-Hoff business, which is one of the world’s leading suppliers of ash handling solutions for the power generation and other industries.

In April 2010, we acquired the assets of the electrostatic precipitator aftermarket and emissions monitoring business units of GE Energy, a division of General Electric Company, for approximately $21.4 million. This acquisition includes GE Energy’s electrostatic precipitator replacement parts and mechanical components product lines, performance-enhancing hardware, controls and software, remote diagnostics equipment and emissions monitoring products and services. These products and services are used by a wide variety of power generation and industrial customers to monitor and control particulates and other emissions from power plants, factories and other facilities.

In January 2010, we acquired the net assets of Gõtaverken Miljõ AB, a flue gas cleaning and energy recovery company based in Gothenburg, Sweden for approximately $8.6 million.

Joint Ventures

We participate in the ownership of a variety of entities with third parties, primarily through corporations, limited liability companies and partnerships, which we refer to as “joint ventures.” We enter into joint ventures primarily for specific market access and to enhance our manufacturing, design and global production operations as well as reduce operating and financial risk profiles. We generally account for our investments in joint ventures under the equity method of accounting. Our unconsolidated joint ventures are described below.

• Halley & Mellowes Pty. Ltd. (“HMA”). Diamond Power International, Inc., one of our wholly owned subsidiaries, owns an interest in this Australian company, which was formed in 1984. HMA manufactures, sells and services a wide range of capital plant equipment to a diverse range of industries. These include the mining, processing, materials handling, water management, power generation, and oil and gas industries. HMA offers complete service, from equipment selection to installation to commissioning and maintenance, with offices and service facilities located in and serving Australia, New Zealand, Indonesia and South Africa.

• Babcock & Wilcox Beijing Company, Ltd. We own equal interests in this entity with Beijing Jingcheng Machinery Electric Holding Company, Ltd. Babcock & Wilcox Beijing Company, Ltd. was formed in 1986 and is located in Beijing, China. Its main activities are the design, manufacture, production and sale of various power plant and industrial boilers. This entity expands our markets internationally and provides additional capacity to our boiler products.

• Thermax Babcock & Wilcox Energy Solutions Private Limited. In June 2010, one of our subsidiaries and Thermax Ltd., a boiler manufacturer based in India, formed a joint venture to build subcritical and highly efficient supercritical boilers and pulverizers for the Indian utility boiler market. We have licensed to the joint venture our technology for subcritical boilers 300 MW and larger, highly efficient supercritical boilers and coal pulverizers. In 2013, the joint venture finalized construction of a facility in India designed to produce parts for up to 3,000 MW of utility boiler capacity per year.

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• BWM Ottumwa Environmental Partners. Through our subsidiary Babcock & Wilcox Construction Co., Inc., we formed BWM Ottumwa Environmental Partners, a joint venture with Burns & McDonnell Engineering Company, Inc., to engineer, procure, and construct environmental control systems for the Ottumwa Generating Station. This project is nearing completion.

Backlog

Backlog represents the dollar amount of revenue we expect to recognize in the future from contracts awarded and in progress. Not all of our expected revenue from a contract award is recorded in backlog for a variety of reasons, including that some projects are awarded and completed within the same fiscal period.

Backlog is not a measure defined by generally accepted accounting principles. It is possible that our methodology for determining backlog may not be comparable to methods used by other companies. Backlog may not be indicative of future operating results, and projects in our backlog may be cancelled, modified or otherwise altered by customers.

We generally include expected revenue from contracts in our backlog when we receive written confirmation from our customers authorizing the performance of work and committing the customer to payment for work performed. Accordingly, we exclude from backlog orders or arrangements that have been awarded but that we have not been authorized to begin performance.

After giving effect to the distribution, our backlog at December 31, 2014 and 2013 was as follows:

	December 31,				December 31,
	2014				2013
	(Unaudited)
	(Dollars in millions)
Global Power	$	946	42	%	$	891	43%
Global Services		1,229	55	%		1,181	57%
Industrial Environmental		72	3	%		–	–%
Total Backlog	$	2,247	100	%	$	2,072	100%

We do not include the value of our unconsolidated joint venture contracts in backlog. See Note 3 to the audited combined financial statements included in this information statement for financial information on our equity method investments.

Of the December 31, 2014 backlog above, we expect to recognize revenues as follows:

	2015		2016		Thereafter		Total
	(Unaudited)
	(In approximate millions)
Global Power	$	482	$	316	$	148	$	946
Global Services		445		122		662		1,229
Industrial Environmental		63		7		2		72
Total Backlog	$	990	$	445	$	812	$	2,247

Competition

With more than 145 years of experience and having supplied more than 300,000 MW of equivalent steam-generating capacity in more than 800 facilities in over 90 countries and some of the world’s largest and most efficient steam-generating systems, we have a competitive advantage in our experience and technical capability to reliably convert a wide range of fuels to steam. Our strong, installed base in North America also yields competitive advantages in the Global Services segment, although this segment of the market is highly competitive and price sensitive. We compete with a number of domestic and foreign-based companies specializing in steam generating systems technology, equipment and services, including Alstom S.A., Doosan Babcock, Babcock Power, Inc., Foster Wheeler AG., and Hitachi, Ltd.; a variety of engineering and construction companies with respect to the installation of steam-generating systems; a number of additional companies in the markets for

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environmental control equipment and related specialized industrial equipment; and other suppliers of replacement parts, repair and alteration services and other services required to retrofit and maintain existing steam systems. The primary bases of competition are price, technical capabilities, quality, timeliness of performance, breadth of products and services and willingness to accept project risks.

Foreign Operations

Our Canadian operations serve the Canadian electric utility, industrial power and oil production markets. Our operations in Denmark provide comprehensive services to companies in the waste-to-energy sector of the power generation market, primarily in eastern and western Europe. Our joint ventures in China and India primarily serve the power generation needs of their local domestic and other utility markets. The functional currency of these entities is not the U.S. dollar, and as a result, we are subject to exchange rate fluctuations that impact our financial position, results of operations and cash flows. After giving effect to the distribution, our revenues and operating income (which excludes the MTM adjustment and special charges for restructuring activities that are accounted for at the combined level) derived from operations located outside of the United States, as well as the approximate percentages of our total combined revenues and operating income, respectively, for each of the last three years were as follows (dollars in thousands):

	Revenues			Operating Income
	Amount		Percent of Total   Combined	Amount		Percent of Total   Combined
Year ended December 31, 2014	$	400,070	27 %	$	27,242	32 %
Year ended December 31, 2013	$	485,854	27 %	$	62,901	44 %
Year ended December 31, 2012	$	435,512	24 %	$	48,867	28 %

Our revenues exclude revenues attributable to our joint ventures accounted for under the equity method of accounting, while our operating income includes results from joint ventures accounted for under the equity method.

For additional information on the geographic distribution of our revenues, see Note 16 to the audited combined financial statements included in this information statement.

Raw Materials and Suppliers

Our operations use raw materials such as carbon and alloy steels in various forms and components and accessories for assembly, which are available from numerous sources. We generally purchase these raw materials and components as needed for individual contracts. We do not depend on a single source of supply for any significant raw materials.

Although shortages of some raw materials have existed from time to time, no serious shortage exists at the present time.

Employees

At December 31, 2014, we employed approximately 6,000 persons worldwide, not including 2,500 joint venture employees. We consider our relationships with our employees to be satisfactory.

Patents and Technology Licenses

We currently hold a large number of U.S. and foreign patents and have patent applications pending. We have acquired patents and technology licenses and granted technology licenses to others when we have considered it advantageous for us to do so. Although in the aggregate our patents and licenses are important to us, we do not regard any single patent or license or group of related patents or licenses as critical or essential to our business as a whole. In general, we depend on our technological capabilities and the application of know-how, rather than patents and licenses, in the conduct of our various businesses.

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Research and Development Activities

Our research and development activities are related to the development and improvement of new and existing products and equipment, as well as conceptual and engineering evaluation for translation into practical applications. We charge to research and development cost the costs of research and development unrelated to specific contracts as incurred. After giving effect to the distribution, research and development activities totaled $18.5 million, $21.0 million and $23.0 million in the years ended December 31, 2014, 2013 and 2012, respectively.

Hazard Risks and Insurance

Our operations present risks of injury to or death of people, loss of or damage to property and damage to the environment. We have created loss control systems to assist us in the identification and treatment of the hazard risks presented by our operations, and we endeavor to make sure these systems are effective.

As loss control measures will not always be successful, we seek to establish various means of funding losses and liability related to incidents or occurrences. We primarily seek to do this through contractual protections, including waivers of consequential damages, indemnities, caps on liability, liquidated damage provisions, and access to the insurance of other parties. We also procure insurance and/or establish funded or unfunded reserves and after the spin-off, will operate our own captive insurance company. However, none of these methods will eliminate all risks.

Depending on competitive conditions, the nature of the work, industry custom and other factors, we may not be successful in obtaining adequate contractual protection from our customers and other parties against losses and liabilities arising out of or related to the performance of our work. The scope of the protection may be limited, may be subject to conditions and may not be supported by adequate insurance or other means of financing. In addition, we sometimes have difficulty enforcing our contractual rights with others following a material loss.

Similarly, insurance for certain potential losses or liabilities may not be available or may only be available at a cost or on terms we consider not to be economical. Insurers frequently react to market losses by ceasing to write or severely limiting coverage for certain exposures. Risks that we have frequently found difficult to cost-effectively insure against include, but are not limited to, business interruption, property losses from wind, flood and earthquake events, war and confiscation or seizure of property in some areas of the world, pollution liability, liabilities related to occupational health exposures (including asbestos), liability related to our executives participating in the management of certain outside entities, professional liability/errors and omissions coverage, the failure, misuse or unavailability of our information systems, the failure of security measures designed to protect our information systems from security breaches and liability related to risk of loss of our work in progress and customer-owned materials in our care, custody and control. In cases where we place insurance, we are subject to the credit worthiness of the relevant insurer(s), the available limits of the coverage, our retention under the relevant policy, exclusions in the policy and gaps in coverage.

Upon completion of the spin-off, our wholly owned captive insurance subsidiary will provide workers’ compensation, employer’s liability, commercial general liability and automotive liability insurance to support our operations. We may also have business reasons in the future to have our insurance subsidiary accept other risks which we cannot or do not wish to transfer to outside insurance companies. These risks may be considerable in any given year or cumulatively. Our insurance subsidiary has not provided significant amounts of insurance to unrelated parties. Claims as a result of our operations could adversely impact the ability of our insurance subsidiary to respond to all claims presented.

Additionally, upon the February 22, 2006 effectiveness of the settlement relating to the Chapter 11 proceedings involving several of our subsidiaries, most of our subsidiaries contributed substantial insurance rights to the asbestos personal injury trust, including rights to (1) certain pre-1979 primary and excess insurance coverages and (2) certain of our 1979-1986 excess insurance coverage. These insurance rights provided coverage for, among other things, asbestos and other personal injury claims, subject to the terms and conditions of the policies. The contribution of these insurance rights was made in exchange for the agreement on the part of the representatives of the asbestos claimants, including the representative of future claimants, to the entry of a permanent injunction, pursuant to Section 524(g) of the U.S. Bankruptcy Code, to channel to the asbestos trust all asbestos-related claims against our subsidiaries and former subsidiaries arising out of, resulting from or attributable to their operations, and the implementation of related releases and indemnification provisions

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protecting those subsidiaries and their affiliates from future liability for such claims. Although we are not aware of any significant, unresolved claims against our subsidiaries and former subsidiaries that are not subject to the channeling injunction and that relate to the periods during which such excess insurance coverage related, with the contribution of these insurance rights to the asbestos personal injury trust, it is possible that we could have underinsured or uninsured exposure for non-derivative asbestos claims or other personal injury or other claims that would have been insured under these coverages had the insurance rights not been contributed to the asbestos personal injury trust.

Governmental Regulations and Environmental Matters

General

Many aspects of our operations and properties are affected by political developments and are subject to both domestic and foreign governmental regulations, including those relating to:

• constructing and equipping electric power and other steam-generating facilities;

• workplace health and safety;

• currency conversions and repatriation;

• taxation of foreign earnings and earnings of expatriate personnel; and

• protecting the environment.

We are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses and certificates with respect to our operations. The kinds of permits, licenses and certificates required in our operations depend upon a number of factors. We are not aware of any material noncompliance and believe our operations and certifications are currently in compliance with all relevant permits, licenses and certifications.

We cannot determine the extent to which new legislation, new regulations or changes in existing laws or regulations may affect our future operations.

Environmental

Our operations and properties are subject to a wide variety of increasingly complex and stringent foreign, federal, state and local environmental laws and regulations, including those governing discharges into the air and water, the handling and disposal of solid and hazardous wastes, the remediation of soil and groundwater contaminated by hazardous substances and the health and safety of employees. Sanctions for noncompliance may include revocation of permits, corrective action orders, administrative or civil penalties and criminal prosecution. Some environmental laws provide for strict, joint and several liability for remediation of spills and other releases of hazardous substances, as well as damage to natural resources. In addition, companies may be subject to claims alleging personal injury or property damage as a result of alleged exposure to hazardous substances. Such laws and regulations may also expose us to liability for the conduct of or conditions caused by others or for our acts that were in compliance with all applicable laws at the time such acts were performed.

These laws and regulations include the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (“CERCLA”), the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act and similar laws that provide for responses to, and liability for, releases of hazardous substances into the environment. These laws and regulations also include similar foreign, state or local counterparts to these federal laws, which regulate air emissions, water discharges, hazardous substances and waste and require public disclosure related to the use of various hazardous substances. Our operations are also governed by laws and regulations relating to workplace safety and worker health, including the U.S. Occupational Safety and Health Act and regulations promulgated thereunder.

We cannot predict all of the environmental requirements or circumstances that will exist in the future but anticipate that environmental control and protection standards will become increasingly stringent and costly. Based on our experience to date, we do not currently anticipate any material adverse effect on our business or financial condition as a result of future compliance with existing environmental laws and regulations. However, future

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events, such as changes in existing laws and regulations or their interpretation, more vigorous enforcement policies of regulatory agencies or stricter or different interpretations of existing laws and regulations, may require additional expenditures by us, which may be material. Accordingly, we can provide no assurance that we will not incur significant environmental compliance costs in the future.

We have been identified as a potentially responsible party at various cleanup sites under CERCLA. CERCLA and other environmental laws can impose liability for the entire cost of cleanup on any of the potentially responsible parties, regardless of fault or the lawfulness of the original conduct. Generally, however, where there are multiple responsible parties, a final allocation of costs is made based on the amount and type of wastes disposed of by each party and the number of financially viable parties, although this may not be the case with respect to any particular site. We have not been determined to be a major contributor of wastes to any of these sites. On the basis of our relative contribution of waste to each site, we expect our share of the ultimate liability for the various sites will not have a material adverse effect on our combined financial condition, results of operations or cash flows in any given year.

The demand for power generation services and products can be influenced by state and federal governmental legislation setting requirements for utilities related to operations, emissions and environmental impacts. The legislative process is unpredictable and includes a platform that continuously seeks to increase the restrictions on power producers. Potential legislation limiting emissions from power plants, including carbon dioxide, could affect our markets and the demand for our products and services.

Properties

Following the spin-off, our properties will consist of the following:

Business Segment and Location	Principal Use	Owned/Leased (Lease Expiration)
Global Power / Global Services
Barberton, Ohio	Manufacturing facility / administrative office	Owned(1)
West Point, Mississippi	Manufacturing facility	Owned(1)
Lancaster, Ohio	Manufacturing facility	Owned(1)
Copley, Ohio	Warehouse / service center	Owned(1)
Esbjerg, Denmark	Manufacturing facility	Owned
Dumbarton, Scotland	Manufacturing facility	Owned
Straubing, Germany	Manufacturing facility	Leased (2021)
Guadalupe, NL, Mexico	Manufacturing facility	Leased (2024)
Melville, Saskatchewan, Canada	Manufacturing facility	Owned
Jingshan, Hubei, China	Manufacturing facility	Owned
Industrial Environmental
De Pere, Wisconsin	Manufacturing facility / administrative office	Owned(1)
Shanghai, China	Manufacturing facility	Owned
Corporate
Charlotte, North Carolina	Administrative office	Leased (2019)

(1) These properties are encumbered by liens under the Existing Credit Agreement.

Legal Proceedings

PGG OpCo has been named as a defendant, along with Babcock & Wilcox Technical Services Group, Inc., formerly known as B&W Nuclear Environmental Services, Inc. (“TSG”) and Atlantic Richfield Company (“ARCO”), in 16 lawsuits filed the United States District Court for the Western District of Pennsylvania since January 2010, however, the most recently filed lawsuit was dismissed in March 2015. Excluding this recently dismissed lawsuit, the lawsuits presently involve a total of approximately 93 primary claimants, who have alleged, among other things, personal injuries and property damage as a result of alleged releases of radioactive material relating to the operation, remediation, and/or decommissioning of two former nuclear fuel processing facilities located in the Borough of Apollo and Parks Township, Pennsylvania (collectively, the “Apollo and Parks

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Litigation”). Those facilities previously were owned by Nuclear Materials and Equipment Company, a former subsidiary of ARCO (“NUMEC”), which was acquired by PGG OpCo. The plaintiffs in the Apollo and Parks Litigation seek compensatory and punitive damages. At the time of ARCO’s sale of NUMEC stock to PGG OpCo, PGG OpCo received an indemnity and hold harmless agreement from ARCO with respect to claims and liabilities arising prior to or as a result of conduct or events predating the acquisition. Moreover, in connection with the spin-off, the Company has agreed to indemnify and hold New B&W and its affiliates harmless with respect to claims and liabilities arising from the Apollo and Parks Litigation to the extent that such claims and liabilities are not covered by the ARCO indemnity or available insurance. Insurance coverage, the ARCO indemnity and/or the Company indemnity currently provide coverage for the claims alleged in the Apollo and Parks Litigation, although no assurance can be given that insurance and/or the indemnities will be available or sufficient in the event of liability, if any.

For information on our other legal proceedings, see Note 10 to the audited combined financial statements.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In connection with the spin-off, we will enter into several agreements with the Company to define our ongoing relationship with the Company after the spin-off. These agreements, among other things, will allocate responsibility for obligations arising before and after the distribution date, including, among others, obligations relating to our employees, various transition services and taxes. For more information about those agreements and our historical relationship with the Company, see “Relationship with the Company After the Spin-Off.”

Related Person Transactions Policies and Procedures

We expect that our Audit and Finance Committee will adopt a policy, which will be made available on our website, that will require all employees (including our Named Executive Officers) who have, or whose immediate family members have, any direct or indirect financial or other participation in any business that competes with, supplies goods or services to, or is a customer of ours, to disclose to us and receive written approval from our Corporate Ethics and Compliance department prior to transacting such business. We refer to any such transaction as a related person transaction.

Our employees are expected to make reasoned and impartial decisions in the workplace. As a result, approval of certain business will be denied if we believe that the employee’s interest in such business could influence decisions relative to our business, or have the potential to adversely affect our business or the objective performance of the employee’s work.

Our Corporate Ethics and Compliance department will implement our Code of Business Conduct and related policies and the Audit and Finance Committee of our Board will be responsible for overseeing our Ethics and Compliance Program, including compliance with our Code of Business Conduct. Our Code of Business Conduct provides that all employees (including Named Executive Officers) must ensure that business decisions they make and actions they take on behalf of New B&W are not influenced by personal considerations or personal relationships and will require appropriate disclosures of potential conflicts of interest.

Additionally, our Governance Committee will be responsible for reviewing the professional occupations and associations of the members of our board of directors. Our Audit and Finance Committee will review transactions between New B&W and other companies with which the members of our board of directors are affiliated.

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RELATIONSHIP WITH THE COMPANY AFTER THE SPIN-OFF

Historical Relationship with the Company

We are currently a wholly owned subsidiary of the Company. We were incorporated in Delaware on January 13, 2015. In conjunction with the spin-off, the Company will transfer to us generally all the assets and generally all the liabilities relating to its Power Generation business, which the Company intends to separate from its Government and Nuclear Operations business. In the ordinary course of our business, we have received various services provided by the Company, including accounting, treasury, tax, legal, risk management, human resources, information technology and other services. Our historical financial statements include allocations by the Company of a portion of its overhead costs related to those services. These cost allocations have been determined on a basis that we and the Company consider to be reasonable reflections of the use of those services.

The Company’s Distribution of Our Stock

The Company will be our sole stockholder until completion of the spin-off. In the spin-off, the Company is distributing its entire equity interest in us to its stockholders in a transaction that is intended to be tax-free to the Company and its U.S. stockholders. The spin-off will be subject to a number of conditions, some of which are more fully described above under “The Spin-Off—Spin-Off Conditions and Termination.”

Agreements Between the Company and Us

In the discussion that follows, we have described the material provisions of agreements we will enter into with the Company in connection with the spin-off. The description of those agreements is not complete and is qualified by reference to the terms of the agreements, the forms of which will be filed as exhibits to the registration statement on Form 10 of which this information statement is a part. We encourage you to read the full text of those agreements. Those agreements were developed under the oversight of the board of directors of the Company. Because the terms of our separation from the Company and these agreements are being entered into in the context of a related-party transaction, these terms may not be comparable to terms that would be obtained in a transaction between unaffiliated parties. The terms of the agreements described below have not yet been finalized; changes, some of which may be material, may be made prior to the spin-off.

Master Separation Agreement

The master separation agreement between the Company and us governs the separation of our business from the Company, the subsequent distribution of our shares to Company stockholders and other matters related to the Company’s relationship with us.

The Separation. To effect the separation, the Company will effect a series of transactions that will cause us to own generally all of the assets of our business as described in this information statement (which assets may include stock or other equity interests of Company subsidiaries). We will also succeed to, and intend to agree to perform and fulfill, the liabilities described below. In particular, the master separation agreement generally is expected to provide that, upon completion of the separation:

• we will directly or indirectly hold:

• all of the assets owned by the Company or any of its subsidiaries which are reflected on our most recent pro forma combined balance sheet set forth in this information statement, or subsequently-acquired or created assets that would have been reflected on a pro forma balance sheet dated as of the time of the spin-off, and

• all other assets held by us, the Company, or any of our respective subsidiaries used primarily in or that primarily relate to our business on or prior to the distribution date, subject to certain exceptions;

• we will be subject to:

• all outstanding liabilities reflected on our most recent pro forma combined balance sheet set forth in this information statement, or subsequently-incurred or accrued liabilities that would have been reflected on a pro forma balance sheet dated as of the time of the spin-off,

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• liabilities we have assumed under the master separation agreement, including, generally, any liability arising primarily out of our assets or the operation of our business and a percentage of certain liabilities shared with the Company, and other ancillary agreements.

The master separation agreement provides that assets or liabilities that cannot legally be transferred or assumed prior to the spin-off will be transferred or assumed as soon as practicable following receipt of all necessary consents of third parties and regulatory approvals. In any such case, the master separation agreement provides that the party retaining such assets or liabilities will hold the assets in trust for the use and benefit of, or retain the liabilities for the account of, the party entitled to the assets or liabilities (at the expense of that party), until the transfer or assumption can be completed. The party retaining the assets or liabilities will also take any action reasonably requested by the other party in order to place the other party in the same position as would have existed if the transfer or assumption had been completed.

Except as set forth in the master separation agreement, no party is making any representation or warranty as to the companies’ business, assets or liabilities transferred or assumed as a part of the separation and any assets that may be transferred will be transferred on an “as is, where is” basis. As a result, we and the Company each have agreed to bear the economic and legal risks that any conveyances of assets are insufficient to vest good and marketable title to such capital stock or assets, as the case may be, in the party who should have title under the master separation agreement. The master separation agreement also provides that the spin-off is subject to the conditions described under “The Spin-Off—Spin-Off Conditions and Termination.”

Surety Instruments and Guarantees. The master separation agreement requires that we and the Company use our commercially reasonable efforts to terminate (or have us or one of our subsidiaries substituted for the Company, or the Company or one of its subsidiaries substituted for us, as applicable, under) all existing guarantees by one party of obligations relating to the business of the other party. We also have agreed with the Company that we will use our commercially reasonable efforts and the Company will use its commercially reasonable efforts to replace surety instruments issued by third parties for the account of the Company or any of its subsidiaries or us but on behalf of the others’ business. In the event we or the Company are unable to terminate any such guarantees, or replace existing surety instruments, we or the Company will indemnify the other for any claims or losses pursuant to these instruments.

Insurance. The master separation agreement provides that, to the extent permitted by the terms of the applicable policy, we and our directors, officers and employees and the Company, its directors, officers and employees will continue to have (as successors-in-interest) all rights that we and they had immediately prior to the spin-off, with respect to events that occurred prior to the spin-off under any New B&W or Company insurance policy with a third-party carrier. Neither New B&W nor the Company will have any liability if any insurance policy is terminated, is not renewed or extended, or is insufficient or unavailable. In addition, the Company is required to use commercially reasonable efforts to maintain certain “tail coverage.”

Access to Information. Subject to applicable confidentiality provisions and other restrictions, we and the Company will each give each other any information in our possession that the requesting party reasonably needs (1) to comply with requirements imposed on the requesting party by a governmental authority, (2) for use in any proceeding or to satisfy audit, accounting, claims, regulatory, litigation or other similar requirements, (3) to comply with its obligations under the master separation agreement, other ancillary agreements or third party agreements or (4) for any other significant business need as mutually determined in good faith by the parties.

Indemnification and Release. In general, under the master separation agreement, we have agreed to indemnify the Company against certain liabilities to the extent relating to, arising out of or resulting from:

• our failure to discharge any of our liabilities;

• our failure to perform any of our agreements with the Company;

• the operation of our business, whether before or after the spin-off;

• any untrue statement or alleged untrue statement of a material fact or material omission or alleged material omission in the registration statement of which this information statement is a part, other than certain information relating to the Company; and

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• a percentage of certain liabilities that are to be shared with the Company.

In general, under the master separation agreement, the Company has agreed to indemnify us against certain liabilities from third-party claims to the extent relating to, arising out of or resulting from:

• the failure of the Company to discharge any liability of the Company;

• the failure of the Company to perform any agreement of the Company with us;

• any untrue statement or alleged untrue statement of a material fact or material omission or alleged material omission in the registration statement of which this information statement is part, only for certain information relating to the Company;

• the use by the Company of the New B&W name or similar name in any corporate name or in any of their respective business or operations; and

• a percentage of certain liabilities that are to be shared with us

Under the master separation agreement, we generally release the Company and its successors and assigns, and the Company generally releases us and our successors and assigns, from any liabilities between us or our subsidiaries on the one hand, and the Company or its subsidiaries on the other hand, arising from acts or events occurring on or before the spin-off, including acts or events occurring in connection with the separation or distribution. This release will include the release of intercompany payables between the Company and us. The general release does not apply to obligations under the master separation agreement or any ancillary agreement, to specified ongoing contractual arrangements or to matters where the serving of such release would result in the release of any third parties.

Noncompetition. Under the master separation agreement, we generally agree not to engage in the Company’s core business for five years in certain territories. The Company also agrees not to engage in our core business for five years in certain territories.

Termination. The master separation agreement provides that it may be terminated at any time before the spin-off by the Company in its sole discretion.

Tax Sharing Agreement

Before the distribution date, we will enter into a tax sharing agreement with the Company that will govern the respective rights, responsibilities and obligations of the Company and its subsidiaries and us with respect to taxes and tax benefits, the filing of tax returns, the control of audits and other tax matters. References in this summary description of the tax sharing agreement to the terms “tax” or “taxes” mean taxes as well as any interest, penalties, additions to tax or additional amounts in respect of such taxes.

The results of U.S. operations of the Company and/or certain of its subsidiaries are currently reflected in our consolidated return for U.S. federal income tax purposes and/or certain consolidated, combined and unitary returns for state, local and foreign tax purposes. However, for periods (or portions thereof) beginning after the transaction in which we are separated from the Company and its subsidiaries, we generally will not join with the Company and its subsidiaries in the filing of any federal, state, local or foreign consolidated, combined or unitary tax returns.

THIS SUMMARY IS QUALIFIED BY REFERENCE TO THE FULL TEXT OF THE TAX SHARING AGREEMENT, A FORM OF WHICH WILL BE FILED AS AN EXHIBIT TO THE REGISTRATION STATEMENT ON FORM 10 OF WHICH THIS INFORMATION STATEMENT IS A PART.

IP Matters Agreements

In connection with the spin-off, we will enter into agreements with the Company regarding (1) the post spin-off allocation of ownership of intellectual property between the Company on the one hand and us on the other hand and (2) the licensing of certain intellectual property, including know-how, patents, software and copyrights.

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All ownership transfers and licenses will be made on an “as is, where is” basis, consistent with the approach taken in the master separation agreement. With respect to allocating ownership of intellectual property, we will assign to the Company all of our right, title and interest in and to certain specified intellectual property and the Company will assign to us all of its right, title and interest in and to certain specified intellectual property. We will retain exclusive ownership of such intellectual property and all other intellectual property we own. We will retain all rights in our trademarks, provided that we agree to permit the Company to register trademarks associated with its new corporate name and to refrain from taking any actions to challenge those trademarks.

With respect to licenses of intellectual property, the Company will license to us, rights to utilize the intellectual property currently used in our business that we do not otherwise own and additional specified intellectual property rights. We will license to the Company rights to utilize the intellectual property currently used in the Company’s business that it does not otherwise own and additional specified intellectual property rights. We and the Company will also grant to one another licenses to utilize certain shared intellectual property assets, including shared historical materials. All of the foregoing licenses will be granted on a perpetual royalty-free basis and will be exclusive in favor of the Company in the field of the Company’s core business and in favor of us in the field of our core business, which will be specifically defined in the relevant agreements.

Employee Matters Agreement

On or before the distribution date, we and the Company will enter into an employee matters agreement, which will provide that each of the Company and New B&W will have responsibility for its own employees and compensation plans. The agreement will contain provisions concerning benefit protection for Company employees, treatment of holders of Company stock options, restricted stock units, deferred stock units and performance shares, and cooperation between us and the Company in the sharing of employee information and maintenance of confidentiality.

Treatment of Retirement, Health and Welfare Plans. In general, our employees currently participate in various retirement, health and welfare, and other employee benefit plans. Following the spin-off, we anticipate that our employees will generally continue to participate in the same plans or will participate in similar plans and arrangements that we will establish and maintain. Pursuant to the employee matters agreement, effective as of June 1, 2015, we and the Company will each retain responsibility for our respective employees and benefit and compensation plans.

Treatment of Stock-Based Awards. The employee matters agreement will also provide for the adjustments and replacement awards to be made with respect to options to purchase shares of Company common stock, restricted stock units, deferred stock units and performance shares, as described under “The Spin-Off—Treatment of Stock-Based Awards.”

Transition Services Agreements

On or before the distribution date, we and the Company will enter into transition services agreements under which we and the Company will provide and/or make available various administrative services and assets to each other, for specified periods beginning on the distribution date.

The services the Company expects to provide us include:

• tax services;

• accounting services;

• records management services;

• human resources services;

• utility services;

• legal services; and

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• information technology services.

The services we expect to provide to the Company include:

• tax services;

• accounting services;

• records management services;

• human resources services; and

• information technology services.

In consideration for such services, we and the Company will each pay fees to the other for the services provided, and those fees will generally be in amounts intended to allow the party providing services to recover all of its direct and indirect costs incurred in providing those services.

The personnel performing services under the transition services agreements will be employees and/or independent contractors of the party providing the service and will not be under the direction or control of the party to whom the service is being provided.

The transition services agreements will also contain customary mutual indemnification provisions.

Any extension or renewal of services under any transition services agreement beyond the period specified with respect to such service will be subject to the mutual agreement of the Company and us.

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MANAGEMENT

Directors and Executive Officers

Under Delaware law, the business and affairs of New B&W will be managed under the direction of its board of directors. The New B&W certificate of incorporation and bylaws provide that the number of directors may be fixed by the board from time to time. As of the distribution date, the board of directors of New B&W is expected to consist of the individuals listed below (with their ages as of December 31, 2014). The present principal occupation or employment and five-year employment history of each individual (other than Mr. Ferland, our Chairman and Chief Executive Officer, whose employment history is included under the list of our executive officers below) follows the list below.

Name	Age
E. James Ferland		48

The directors named above who serve as directors of the Company are expected to resign from the Company’s board of directors upon completion of the spin-off.

The individuals listed below (with their ages as of December 31, 2014) are expected to be executive officers of New B&W as of the distribution date. The business address of each of the individuals listed below is c/o Babcock & Wilcox Enterprises, Inc., The Harris Building, 13024 Ballantyne Corporate Place, Suite 700, Charlotte, North Carolina 28277. The present principal occupation or employment and five-year employment history of each individual follows the list below. We expect these individuals will resign from their respective positions with the Company upon completion of the spin-off. Mr. Data is expected to leave New B&W after the spin-off following a transition period.

Name	Age	Position
E. James Ferland	48	Chairman and Chief Executive Officer
Jenny L. Apker	57	Senior Vice President and Chief Financial Officer
Mark A. Carano	45	Senior Vice President, Corporate Development and Treasurer
J. Randall Data	49	Senior Advisor to the Chief Executive Officer
Elias Gedeon	55	Senior Vice President and Chief Business Development Officer
J. André Hall	49	Senior Vice President, General Counsel and Corporate Secretary

E. James Ferland will serve as our Chairman and Chief Executive Officer following the spin-off. Prior to the spin-off, Mr. Ferland was the Company’s President and Chief Executive Officer since April 2012. Prior to joining the Company, Mr. Ferland served as President of the Americas division for Westinghouse Electric Company, LLC, a nuclear energy company and group company of Toshiba Corporation, from 2010 through March 2012. From 2007 to 2010, Mr. Ferland worked for PNM Resources, Inc., a holding company of utilities providing electricity and energy products and services, where he held positions as Senior Vice President of Utility Operations and Senior Vice President of Energy Resources. Previously, Mr. Ferland held various senior management and engineering positions at Westinghouse Electric Company, Louisiana Energy Services/URENCO, Duke Engineering and Services, Carolina Power & Light and General Dynamics. Mr. Ferland has also served on the board of directors of Actuant Corporation since August 2014.

Mr. Ferland is an experienced executive with a utility leadership background that includes both regulated and merchant operations. He has led organizations that generate power (coal, nuclear, gas, renewables), transmit power and trade power. He also has extensive supplier leadership experience in commercial nuclear power, manufacturing, engineering and field services. With more than 24 years of senior management and engineering experience in diversified industries, he brings valuable perspectives to all industries in which we operate.

Jenny L. Apker will serve as our Chief Financial Officer following the spin-off. Prior to the spin-off, Ms. Apker served as the Company’s Vice President, Treasurer and Investor Relations since August 2012 and, prior to that time, served as the Company’s Vice President and Treasurer since joining the Company in June 2010. Previously, Ms. Apker served as Vice President and Treasurer with Dex One Corporation (formerly R.H. Donnelley Corporation), a marketing services company, from May 2003 until June 2010.

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Mark A. Carano will serve as our Senior Vice President, Corporate Development and Treasurer following the spin-off. Prior to the spin-off, Mr. Carano served as Senior Vice President and Chief Corporate Development Officer of the Company since August 2013. Prior to joining the Company in June 2013, Mr. Carano served as a Managing Director in the Investment Banking Group of Bank of America Merrill Lynch since 2006. Mr. Carano also previously held positions with the Investment Banking Group of Deutsche Bank.

J. Randall Data has served as President and Chief Operating Officer of Babcock & Wilcox Power Generation Group, Inc. (“PGG OpCo”), New B&W’s principal operating subsidiary providing boilers, environmental equipment and related services to the power generation industry and other industries, since April 2012, and for a transition period following the spin-off will serve as a senior advisor to the Chief Executive Officer. Mr. Data previously served as Vice President and General Manager of PGG OpCo’s Fossil Power Division from November 2008 until April 2012.

Elias Gedeon will serve as our Senior Vice President and Chief Business Development Officer following the spin-off. Mr. Gedeon currently serves as the Company’s Senior Vice President and Chief Business Development Officer, a position he has held since joining the Company in May 2014. Mr. Gedeon has more than 30 years of experience in the power generation industry and has held various sales, operations and P&L leadership positions in the U.S. and overseas. He joined the Company from Alstom Power, Inc., a subsidiary of energy and transport manufacturer Alstom, where he served as Vice President, Global Sales and Marketing – Boiler Group since 2009 and previously as Vice President of Sales, Americas. Prior to joining Alstom, Mr. Gedeon served in sales and operations roles of increasing responsibility with Foster Wheeler Power Group, Inc., including Executive Vice President, Global Sales & Marketing.

J. André Hall will serve as our Senior Vice President, General Counsel and Corporate Secretary following the spin-off. Mr. Hall joined the Company in August 2013 and has served as Assistant General Counsel, Transactions and Compliance since that time. Prior to joining the Company, Mr. Hall served in various roles of increasing responsibility with Goodrich Corporation, an aerospace manufacturing company, most recently as Vice President of Business Conduct and Chief Ethics Officer from October 2009 until July 2012 when it was acquired by United Technologies Corporation. For the five years prior to becoming Chief Ethics Officer, Mr. Hall served as the segment general counsel for one of Goodrich Corporation’s multibillion dollar operating segments.

Board of Directors

As of the distribution date, we expect that our board of         directors will consist of directors. The New York Stock Exchange requires that a majority of our board of directors qualify as “independent” according to the rules and regulations of the SEC and the New York Stock Exchange. We intend to comply with those requirements.

Committees of Our Board of Directors

Upon completion of the spin-off, the committees of our board of directors are expected to consist of an Audit and Finance Committee, a Governance Committee and a Compensation Committee.

Each of the Audit and Finance, Governance and Compensation Committees will be comprised entirely of independent non-management directors. Our board of directors will adopt a written charter for each committee, which will be posted on our website prior to the distribution date. The expected members of the committees are identified in the following table.

	Board Committee
Director	Audit and Finance	Compensation	Governance

We expect that             will be the chairman of the Audit and Finance Committee;         will be the chairman of the Compensation Committee; and         will be the chairman of the Governance Committee.

Audit and Finance Committee. The Audit and Finance Committee’s role will be financial oversight. Our management will be responsible for preparing financial statements, and our independent registered public accounting firm will be responsible for auditing those financial statements. The Audit and Finance Committee will

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not be providing any expert or special assurance as to our financial statements or any professional certification as to the independent registered public accounting firm’s work.

The Audit and Finance Committee will be directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. The committee, among other things, will also review and discuss our audited financial statements with management and the independent registered public accounting firm.

Our Audit and Finance Committee will also have primary oversight responsibility for our compliance and ethics program.

Our board has determined that             qualifies as an “audit committee financial expert” within the definition established by the SEC.

Compensation Committee. The Compensation Committee will have overall responsibility for our officer compensation plans, policies and programs and will have the authority to engage and terminate any compensation consultant or other advisors to assist the committee in the discharge of its responsibilities. Please see the “Executive Compensation—Compensation Discussion and Analysis” for information about our executive officer compensation.

Governance Committee. The Governance Committee, in addition to other matters, will recommend to our board of directors: (1) the qualifications, term limits and nomination and election procedures relating to our directors; (2) nominees for election to our board of directors; and (3) compensation of non-management directors.

The Governance Committee has determined that a candidate for election to our board of directors must meet specific minimum qualifications. The Governance Committee considers each candidate’s:

• record of integrity and ethics in his/her personal and professional life;

• record of professional accomplishment in his/her field;

• preparedness to represent the best interests of our stockholders;

• personal, financial or professional interest in any competitor of ours; and

• preparedness to participate fully in board activities, including active membership on at least one board committee and attendance at, and active participation in, meetings of the board and the committee(s) of which he or she is a member, and lack of other personal or professional commitments that would, in the Governance Committee’s sole judgment, interfere with or limit his or her ability to do so.

In addition, the Governance Committee also considers it desirable that candidates possess the following qualities or skills:

• each candidate should contribute positively to the collaborative culture among board members; and

• each candidate should possess professional and personal experiences and expertise relevant to our businesses and industries.

While New B&W will not have a specific policy addressing board diversity, the board recognizes the benefits of a diversified board and believes that any search for potential director candidates should consider diversity as to gender, ethnic background and personal and professional experiences.

The Governance Committee will solicit ideas for possible candidates from a number of sources—including members of the board, our senior level executives and individuals personally known to the members of the board.

Any stockholder may nominate one or more persons for election as one of our directors at an annual meeting of stockholders if the stockholder complies with the notice, information and consent provisions contained in our bylaws.

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The Governance Committee will consider candidates identified through the processes described above and will evaluate each of them, including incumbents, based on the same criteria. The Governance Committee will also take into account the contributions of incumbent directors as board members and the benefits to us arising from their experience on the board. Although the Governance Committee will consider candidates identified by stockholders, the Governance Committee has sole discretion whether to recommend those candidates to the board.

In conjunction with the Compensation Committee, the Governance Committee will oversee the annual evaluation of our Chief Executive Officer.

Director Compensation

Our nonemployee directors will receive compensation for their service on the board. We expect the cash compensation for our nonemployee directors will consist of the following:

• an annual retainer of $        paid in quarterly installments and prorated for partial terms; and

• a fee of $        for each board meeting personally attended ($        if attended by telephone) after the eighth board meeting held in the twelve months following our annual meeting of stockholders and $        for each committee meeting personally attended ($        if attended by telephone).

We expect the chairs of board committees and the Lead Director will receive additional annual retainers as follows (pro-rated for partial terms):

• the chair of the Audit and Finance Committee: $        ;

• the chair of the Compensation Committee: $        ;

• the chair of the Governance Committee: $        ; and

• the Lead Director: $        .

In addition, we also expect our non-management directors will receive annual stock-based awards with a value of $        , subject to future adjustments as the Governance Committee and our board of directors may approve.

Our non-management directors will also be reimbursed for any expenses associated with attending board or committee meetings.

Executive Compensation

Our executive compensation program is described in “Executive Compensation—Compensation Discussion and Analysis.”

Compensation Policies and Practices and Risk

The Company’s Compensation Committee has concluded that risks arising from the Company’s compensation policies and practices for the Company employees (including our employees) are not reasonably likely to have a materially adverse effect on the Company. In reaching this conclusion, the Company’s Compensation Committee considered the policies and practices in the following paragraph.

The Company’s Compensation Committee regularly reviewed the design of the Company’s significant compensation programs with the assistance of its compensation consultant. We believe the Company’s compensation programs work to retain and to motivate the Company’s employees at appropriate levels of business risk, which risks are generally mitigated through some of the following features:

• Reasonable and Balanced Compensation Programs — Using the elements of total direct compensation, the Company’s Compensation Committee seeks to provide compensation opportunities for employees targeted at or near the median compensation of comparable positions in

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the Company’s market. As a result, we believe the total direct compensation of employees provides reasonable compensation opportunities with an appropriate mix of cash and equity, annual and longer-term incentives, and performance metrics.

• Emphasis on Long-Term Incentive Over Annual Incentive Compensation — Long-term incentive compensation, to the extent awarded, typically makes up a larger percentage of an employee’s target total direct compensation than annual incentive compensation. Incentive compensation helps drive performance and align the interests of employees with those of stockholders. By tying a significant portion of total direct compensation to long-term incentives typically over a three-year period, the Company promotes longer-term perspectives regarding company performance.

• Long-Term Incentive Compensation Subject to Forfeiture for Bad Acts — The Company’s Compensation Committee may terminate any outstanding stock award if the recipient (1) is convicted of a misdemeanor involving fraud, dishonesty or moral turpitude or a felony, or (2) engages in conduct that adversely affects or may reasonably be expected to adversely affect the business reputation or economic interests of the Company.

• Most Annual and Long-Term Incentive Compensation Subject to Clawbacks — Since 2011, the Company’s incentive compensation awards have included provisions allowing the Company to recover excess amounts paid to individuals who knowingly engaged in a fraud resulting in a restatement.

• Linear and Capped Incentive Compensation Payouts — The Company’s Compensation Committee establishes financial performance goals that are used to plot a linear payout formula for annual and long-term incentive compensation to avoid an over-emphasis on short-term decision making. The maximum payout for both the annual and long-term incentive compensation is capped at 200% percent of target.

• Use of Multiple and Appropriate Performance Measures — The Company uses multiple performance measures to avoid having compensation opportunities overly weighted toward the performance result of a single measure. In general, the Company’s incentive programs are based on a mix of financial, safety and individual goals. Historically, the Company’s principal financial performance measures have been based on operating income, return on invested capital and earnings per share. In 2014 the Company also added relative total shareholder return as an additional performance measure for its performance restricted stock units. See “The Spin-off—Treatment of Stock-Based Awards” for information on how these performance restricted stock units will be treated in connection with the spin-off. The Company is in the process of evaluating performance measures for 2015. Operating income and return on invested capital maintain the focus on operational performance while earnings per share maintains a focus on longer-term metrics that help drive stockholder value.

• Stock Ownership Guidelines — The Company’s executive officers and directors are subject to stock ownership guidelines, which help to promote longer-term perspectives and align the interests of our executive officers and directors with those of our stockholders.

We expect that the New B&W Compensation Committee will establish similar policies and practices.

Compensation Committee Interlocks and Insider Participation

None of our executive officers have served as members of a compensation committee (or if no committee performs that function, the board of directors) of any other entity that has an executive officer serving as a member of our board of directors.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The following Compensation Discussion and Analysis, or CD&A, provides information relevant to understanding the 2014 compensation of our executive officers identified in the Summary Compensation Table below under the caption “Compensation of Executive Officers,” whom we refer to as our Named Executives. The following discussion also contains statements regarding future individual and company performance targets and goals. These targets and goals are disclosed in the limited context of the Company’s compensation programs and should not be understood to be statements of management’s expectations or estimates of results or other guidance. We caution investors not to apply these statements to other contexts.

Executive Summary

New B&W is currently a wholly owned subsidiary of the Company. Following the spin-off, New B&W will own the subsidiaries that currently conduct the operations of the Company’s Power Generation business. Our executive compensation program has been designed by the Compensation Committee of the Company’s Board of Directors, which for purposes of this CD&A we will refer to as the Compensation Committee. Historically, including during 2014, the Company’s senior management, which included members of New B&W’s senior management, has supported the Compensation Committee in administering the compensation matters related to our Named Executives. Following the spin-off, our executive compensation program will be administered by the Compensation Committee of New B&W’s Board of Directors (the “New B&W Compensation Committee”). The responsibilities of the New B&W Compensation Committee are described in “Management–Committees of Our Board of Directors” on the preceding pages.

For purposes of this CD&A, we refer to the following persons as our Named Executives, with their expected titles with New B&W following the spin-off in parentheses:

• E. James Ferland, President and Chief Executive Officer of the Company (Chief Executive Officer of New B&W and Chairman of its Board of Directors)

• Jenny L. Apker, Vice President, Treasurer and Investor Relations of the Company (Senior Vice President and Chief Financial Officer of New B&W)

• Mark A. Carano, Senior Vice President and Chief Corporate Development Officer (Senior Vice President, Corporate Development and Treasurer of New B&W)

• Elias Gedeon, Senior Vice President and Chief Business Development Officer of the Company (same position with New B&W)

• J. Randall Data, Senior Advisor to the Chief Executive Officer (formerly President & Chief Operating Officer, Babcock & Wilcox Power Generation Group, Inc.)

All 2014 executive compensation decisions for our Named Executives prior to the spinoff were or will be made or overseen by the Company’s Compensation Committee. Additionally, all 2014 executive compensation information reflects compensation earned at the Company for each of New B&W’s Named Executives based on their respective roles with the Company during 2014. Executive compensation decisions following the spinoff will be made by the New B&W Compensation Committee. We currently anticipate that, except as otherwise described in this CD&A, compensation programs for our Named Executives immediately following the distribution date will be similar to the programs currently utilized by the Company for its executive officers.

This CD&A provides detailed information and analysis regarding the compensation of our Named Executives as reported in the Summary Compensation Table and other tables located in the “Compensation of Executive Officers” section on the following pages. Following this summary, this CD&A is divided into three sections:

Section 1: Compensation Structure. In this section, we review the Company’s compensation philosophy, elements and processes.

Section 2: Compensation Analysis. In this section, we review the three elements of a Named Executive’s total direct compensation: annual base salary, annual incentive compensation and long-term incentive compensation.

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Section 3: Other Benefits and Practices. In this section, we review perquisites, post-employment arrangements and other compensation-related practices.

Highlights of 2014 Executive Compensation

The chart below shows the target total direct compensation of our Named Executives, relative to their primary benchmark (survey median) and, for Mr. Ferland, secondary benchmark (proxy median). No proxy data was identified for Ms. Apker and Messrs. Carano, Data and Gedeon with respect to their positions with the Company.

The 2014 compensation reported for each Named Executive is based on his or her position with the Company in 2014, and therefore does not reflect any promotional increases that he or she may receive upon appointment to his or her new position at New B&W.

2014 Target Total Direct Compensation Summary

Named Executive	Target Total Direct Compensation (TDC)		2014 TDC Survey Median		2014 TDC Proxy Median		% Difference from Survey Median	% Difference from Proxy Median
E. James Ferland	$	6,087,500	$	6,098,000	$	7,086,000	0%	-14%
Jenny L. Apker	$	634,161	$	497,000		–	28%	–
Elias Gedeon	$	900,000	$	889,768		–	1%	–
Mark A. Carano	$	1,079,500	$	1,074,000		–	1%	–
J. Randall Data	$	1,080,250	$	1,237,000		–	-13%	–

The following events and characteristics highlight the Company’s 2014 executive compensation program:

Strong Stockholder Support for Executive Compensation Program – Over 96% of the votes cast at the Company’s 2014 annual stockholders meeting on executive compensation were cast in favor of the Company’s executive compensation program. The Company applied the same compensation principles used in prior year compensation decisions to determine the amount and type of executive compensation for 2014.

Emphasis on Incentive- and Performance-Based Compensation – As a result of the Company’s compensation philosophy, there was an emphasis on annual and long-term incentive compensation when setting target total direct compensation. Annual incentive compensation was cash-based while long-term incentive compensation was stock-based issued in the form of performance restricted stock units (50%), stock options (25%) and time-vested restricted stock units (25%). 100% of the annual incentive compensation and 75% of the target value of long-term incentive compensation were performance-based. As a result, performance-based compensation represented approximately 67% of New B&W’s Chief Executive Officer’s target total direct compensation and 61% of New B&W’s other Named Executives’ average target total direct compensation in 2014. See “-Elements of Executive Compensation” for more information on the elements of total direct compensation.

Updates to the Company’s Custom Peer Group – For 2014 compensation purposes, the Compensation Committee approved changes to the custom peer group it used as a secondary benchmark for determining executive compensation. These changes included the removal of two companies, General Dynamics Corporation and Raytheon Company, that the Compensation Committee determined were no longer appropriate to include due to their relatively high revenues and/or market capitalization. See “–Proxy Data – Custom Peer Group” for more information on benchmarking and the Company’s custom peer group.

Reasonable Pay and Governance Practices

The Compensation Committee adheres and we expect New B&W’s Compensation Committee to adhere to the following practices and policies for Named Executive compensation:

• Use of multiple performance metrics for annual incentive compensation (see “–Annual Incentive Compensation”) and long-term incentive compensation (see “–Long Term Incentive Compensation”);

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• Dividend equivalents attach to restricted stock units, but are subject to the applicable vesting conditions and do not attach to stock options;

• No repricing of stock options without stockholder approval;

• Limited perquisites and tax reimbursements (see “–Other Benefits and Post-Employment Compensation”);

• No tax reimbursements on change in control benefits;

• Clawback and forfeiture provisions in annual and long-term incentive compensation;

• General prohibition from engaging in hedging transactions; and

• Stock ownership guidelines (see “–Other Compensation Policies/Practices”).

Section 1 – Compensation Structure

Philosophy and Objectives of Executive Compensation

The Compensation Committee seeks to provide reasonable and competitive compensation to executives through programs structured to:

• attract and retain well-qualified executives;

• incent and reward short- and long-term financial and other company performance, as well as individual contributions; and

• align the interests of executives with those of stockholders.

The Compensation Committee also subscribes to a “pay-for-performance” philosophy when designing executive compensation. This means a substantial portion of an executive’s target compensation should be “at risk” and performance-based where the value of one or more elements of compensation is tied to the achievement of financial and/or other measures the Company considers important drivers in the creation of stockholder value. Stock options are granted with an exercise price equal to 100% of the fair market value of the Company’s common stock on the date of grant. As a result, an option’s value is based exclusively on improvements in stock price from the price on the date of grant. For that reason, the Company considers stock options to be performance-based.

Elements of Executive Compensation

To support the compensation philosophy and objectives, the Company’s executive compensation program consists of the key elements identified in the chart below.

Element		Description / Characteristics	Primary Objective(s)
Total Direct Compensation	Base Salary	•      Annual fixed cash compensation	•      Attract and retain qualified talent
	Annual Incentive	•      Annual variable cash compensation •      Based on a mix of company, safety and individual goals	•      Incent/reward short-term performance •      Promote retention and pay-for- performance
	Long-Term Incentive	•      Long-term (typically three years) variable stock-based compensation •      Mix of performance and time-vested awards	•      Incent/reward long-term performance •      Align interest of executive with stockholders •      Promote retention and pay-for- performance
Other Benefits and Post-Employment Compensation		•      Defined contribution and limited defined benefit plans •      Limited perquisites •      Change-in-control agreements and severance plan	•      Promote retention

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The Compensation Committee does not set a specific target allocation among the elements of total direct compensation; however, long-term incentive compensation typically represents the largest single element of target total direct compensation and performance-based compensation constitutes the bulk of a Named Executive’s target total direct compensation, as demonstrated in the chart below.

Determining Named Executive Compensation

Compensation Decisions. The Compensation Committee establishes the target total direct compensation of executives and administers other benefit programs. In connection with that process, it receives support from an outside compensation consultant and management.

Outside Consultant. The Compensation Committee engages Hay Group, Inc. (“Hay Group”) as its outside compensation consultant. Hay Group provides the Compensation Committee with information and advice on the design, structure and level of executive and director compensation and attends Compensation Committee meetings, including executive sessions. Hay Group works with management on various matters for which the Compensation Committee is responsible; however, the Compensation Committee, not management, directs and oversees the retention and activities of Hay Group.

Management. The Company’s Human Resources department, in consultation with the Compensation Committee chair and Hay Group, prepares information and materials for the Compensation Committee relevant to matters under consideration by the committee, including market data provided by Hay Group and recommendations of the Company’s Chief Executive Officer regarding compensation of the other executives. The Compensation Committee works directly with Hay Group on the Company’s Chief Executive Officer’s compensation. The Company’s Chief Executive Officer and senior Human Resources personnel attend committee meetings and, as requested by the Compensation Committee, participate in deliberations on executive compensation (except in respect to their own compensation). No member of the Company’s management attends executive sessions of the Compensation Committee, unless at the direction of the committee.

Stockholder Vote on Executive Compensation. Stockholders have the opportunity to cast an annual advisory vote on the compensation of the Company’s Named Executives. At the Company’s 2014 annual meeting of stockholders, over 96% of the votes cast at that meeting on the executive compensation proposal were voted in favor of the Company’s executive compensation. The Compensation Committee believes the result of that vote affirms stockholders’ support of the Company’s philosophy and approach to executive compensation. Accordingly, although target total direct compensation was set before the advisory vote was held, no changes were made to 2014 compensation as a result of the vote.

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Target Median Compensation. The Compensation Committee believes compensation is competitive at or near the median compensation paid for comparable positions. Accordingly, the Compensation Committee seeks to set target compensation for each element of total direct compensation at approximately +/-15% of the median compensation determined through benchmarking. In this CD&A, compensation within this +/-15% range is referred to as “median range”. The Compensation Committee may adjust target compensation, including setting it outside the median range, to account for a Named Executive’s performance, tenure, experience, internal equity and other factors or situations that are not typically captured by looking at standard market data and practices that the Compensation Committee may deem relevant to the appropriateness and/or competitiveness of the compensation of a Named Executive. The compensation actually earned by a Named Executive, however, may be outside the median range targeted, depending on the achievement of performance goals, fluctuations in the Company’s stock price and/or satisfaction of vesting conditions.

Benchmarking. To identify median compensation for use in setting annual base salary, target annual incentive and target long-term incentive compensation, the Compensation Committee engages in “benchmarking” – a practice of reviewing the compensation of comparable positions at other companies as a reference point for compensation decisions for our Named Executives. The specific performance measures and goals used in performance-based compensation are designed for the principal purpose of supporting goals and strategies specific to us and/or driving the creation of shareholder value, and, as a result, are not generally benchmarked.

During the Compensation Committee’s annual review of executive compensation, Hay Group provided the Compensation Committee with an analysis comparing prior year executive target compensation to compensation for comparable positions at the 25^th, 50^th (median) and 75^th percentiles using Hay Group survey data and, as applicable, data from public company proxy statements.

Survey Data. Hay Group’s Industrial Executive Compensation Survey served as the Compensation Committee’s primary benchmark for executive compensation in 2014. This survey represented Hay Group’s proprietary annual compensation survey tracking 2013 executive compensation from over 300 general industry organizations. Hay Group adjusted the compensation of the applicable survey group to bring it current. They also adjusted the data using regression analysis based on revenues to account for the size of the Company’s operations relative to the organizations comprising the survey. The component companies comprising the 2013 Hay Group survey are determined by Hay Group without input from the Compensation Committee.

Proxy Data. As a supplement to the survey data, the Compensation Committee also reviewed the compensation of similarly situated executives from a custom peer group. The custom peer group used for 2014 executive compensation consisted of 16 companies with whom the Company competes for executive talent from the engineering and construction, aerospace and defense, heavy electrical equipment and industrial machinery industries. In 2013, the Compensation Committee approved changes to the Company’s custom peer group, including removing two companies with higher revenue and/or market capitalization relative to the Company and the other companies in the Company’s custom peer group. This updated custom peer group consisted of the companies listed at the end of this CD&A.

Compensation information from this group represented the actual, non-regressed 2012 compensation reported in 2013 publicly available Securities and Exchange Commission filings. This compensation information was generally higher than the compensation for comparable positions reported by the survey data. Additionally, with only 16 companies, the proxy data represented information from a limited sample size, particularly for executive positions other than chief executive officer and chief financial officer. Because the Company competes with the custom peer companies for executive talent, the Compensation Committee reviewed the applicable proxy data when setting target compensation for our Named Executives; however, the proxy data was not weighted in the determination of median compensation, except to the extent any of the Company’s custom peer companies were also a component company in Hay Group’s Industrial Executive Compensation Survey. Accordingly, unless otherwise indicated, references in this CD&A to “median” or “median range” are references to survey data.

Section 2 – Compensation Analysis

2014 Target Total Direct Compensation Overview

The chart below shows the 2014 target total direct compensation for each Named Executive. The 2014 target total direct compensation for each of our Named Executives was within the survey range applicable to the

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executive in their respective positions with the Company, except in the case of Ms. Apker. The Compensation Committee set Ms. Apker’s target total direct compensation outside the survey range to account for the value of her role within the Company’s senior management team, which was not otherwise reflected in the survey data.

In November 2014, the Company entered into retention agreements with certain of our senior executives, including Ms. Apker, and Messrs. Ferland, Carano and Gedeon to promote management focus on completing the proposed spin-off and continuity in the leadership of the Company and New B&W. In addition, the Company and New B&W entered into an employment agreement with Mr. Ferland in connection with his expected appointment as Chief Executive Officer of New B&W upon completion of the proposed spin-off and a severance agreement with Mr. Data in connection his expected departure from New B&W following the spin-off. Except as indicated, discussions on the following pages regarding the elements of 2014 total direct compensation do not reflect the compensation provided in these retention, employment and severance arrangements, which are discussed separately. See “–Spin-off Retention, Employment and Severance Arrangements” for more information on these arrangements.

The target total direct compensation reported for each Named Executive is based on their position with the Company in 2014, and therefore does not reflect any promotional increases that he or she may receive upon appointment to his or her position at New B&W.

2014 Target Total Direct Compensation

Named Executive	Annual Base Salary		Annual Incentive		Long-Term Incentive		Target Total Direct Compensation
E. James Ferland	$	950,000	$	937,500	$	4,200,000	$	6,087,500
Jenny L. Apker	$	290,000	$	129,161	$	215,000	$	634,161
Elias Gedeon(1)	$	375,000	$	225,000	$	300,000	$	900,000
Mark A. Carano	$	410,000	$	244,500	$	425,000	$	1,079,500
J. Randall Data	$	365,000	$	215,250	$	500,000	$	1,080,250

⁽¹⁾ To aid in the comparison to our other Named Executives, Mr. Gedeon’s target total direct compensation excludes the value of a one-time sign-on bonus he received in connection with joining the Company in May 2014 and the Annual Incentive Amount reported for Mr. Gedeon is based on his full year base salary. His actual 2014 annual incentive pay-out was pro-rated from the date he commenced employment with the Company on May 1, 2014.

Annual Base Salary

In February 2014, the Compensation Committee approved the base salaries (other than for Mr. Gedeon) indicated in the table below, effective April 1, 2014. The Compensation Committee approved Mr. Gedeon’s base salary in May 2014 in connection with him commencing employment with the Company.

2014 Annual Base Salary

Named Executive	2013 Salary		2014 Salary		Survey Median		% Variance from Median (Survey)			Median (Proxy)
Mr. Ferland	$	900,000	$	950,000	$	1,022,000		-7	%	$	1,050,000
Ms. Apker	$	278,100	$	290,000	$	251,000		16	%		–
Mr. Gedeon		N/A	$	375,000	$	351,687		7	%		–
Mr. Carano	$	400,000	$	410,000	$	395,000		4	%		–
Mr. Data	$	340,000	$	365,000	$	411,000		-11	%		–

The base salaries for Ms. Apker and Messrs. Ferland, Carano, Gedeon and Data were set within or near the median range applicable to their respective positions.

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Annual Incentive Compensation

Overview and Design. The Company pays annual incentives to drive the achievement of key business results and to recognize individuals based on their contributions to those results. The Compensation Committee administers annual incentive compensation for our Named Executives through the Company’s Executive Incentive Compensation Plan (“EICP”). The EICP is a cash-based incentive plan that was previously approved by Company stockholders. The 2014 EICP design contained the following principal elements, which were unchanged from 2013:

Performance Measure		Target   Weighting	Payout   Range
	Financial •      Operating Income •      Return on Invested Capital	70% •      45% •      25%	0-200%
	Safety	10%
Individual		20%

The amount paid under the EICP for 2014 can be illustrated by the following formula:

Earnings from Salary        x        Target %        x        Total Payout % (0 – 200%)

Summary of EICP Payments. The total payout percentage represents the combined results of applicable financial, individual and safety performance. To prioritize financial results, however, financial performance determined the maximum amount each Named Executive could earn under the EICP in 2014. A Named Executive would earn less than the maximum amount if he or she did not meet applicable individual performance and safety goals. The following table indicates the maximum amount eligible to be earned by our Named Executives and the actual amounts paid under the EICP for 2014 after factoring in individual and safety results.

Named Executive	2014 Earnings from Salary	x	Target   Percentage	x	Weighted   Financial   Performance   Percentage	=	Eligible    Amount		Actual Payout   for 2014   Performance
Mr. Ferland	$937,500		100%		133.64%		$	1,252,875	$	1,090,031
Ms. Apker	$287,025		45%		133.64%		$	172,611	$	162,252
Mr. Gedeon(1)	$250,000		60%		133.64%		$	200,460	$	184,425
Mr. Carano	$407,500		60%		133.64%		$	326,750	$	313,669
Mr. Data	$358,750		60%		108.21%		$	232,922	$	214,281

  (1) Mr. Gedeon’s 2014 annual incentive pay-out was pro-rated from the date of his May 1, 2014 start date.

Analysis of Target Percentage. The Compensation Committee set the target percentages indicated in the table above in February 2014 (May 2014 in the case of Mr. Gedeon). The following table shows the 2014 target annual incentive compensation for each Named Executive based on the executive’s target percentage and projected 2014 earnings from salary, relative to his or her benchmark.

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2014 Target Annual Incentive Compensation

Named   Executive	EICP Target(1)		Median (Survey)		% Variance from Median   (Survey)	Median (Proxy)
Mr. Ferland	$	937,500	$	1,070,000	-12%	$	1,193,000
Ms. Apker	$	129,161	$	112,000	15%		N/A
Mr. Gedeon	$	225,000	$	186,394	21%		N/A
Mr. Carano	$	244,500	$	227,000	8%		N/A
Mr. Data	$	215,250	$	280,000	-23%		N/A

  (1) Each Named Executive’s EICP target compensation was based on his or her projected earnings from salary during 2014. Accordingly, changes in annual base salary during 2014 would cause the actual annual incentive compensation payout at target performance for those Named Executives to differ from the executive’s EICP target indicated above. Mr. Gedeon’s target EICP was based on his full-year base salary, although his actual pay-out was pro-rated from the date he commenced employment with the Company on May 1, 2014.

With the exception of Messrs. Gedeon and Data, 2014 target annual compensation of each Named Executive was within the median range of the applicable benchmark. With respect to Mr. Gedeon, the Compensation Committee set his initial 2014 EICP target percentage at the same percentage as most of the Company’s other Senior Vice Presidents for internal equity purposes. Mr. Data’s target percentage was set at the same level as the Company’s other group presidents for internal equity purposes.

Analysis of Financial Goals and Weighted Financial Performance Percentage. In February 2014, the Compensation Committee established threshold, target and maximum goals for each financial measure used in annual incentive compensation. The results of these financial goals were combined to determine the Weighted Financial Performance Percentage. For Ms. Apker and Messrs. Ferland, Carano and Gedeon, the 2014 EICP financial goals consisted of the following components and target weightings (the target weightings are expressed as a percentage of the 70% attributable to financial goals at target):

• consolidated operating income (45%); and

• consolidated return on invested capital (25%).

For Mr. Data, the 2014 EICP financial goals consisted of the following components and target weightings (expressed as a percentage of the 70% attributable to financial goals at target):

• consolidated operating income (25%);

• applicable business unit operating income (20%); and

• consolidated return on invested capital (25%).

The Compensation Committee uses both operating income and return on invested capital as performance measures to help maintain a balanced focus on income statement and balance sheet performance. Operating income is a measure of profitability, which the Compensation Committee expects to be a primary driver of stock price while also promoting accountability of management decisions within the Company’s operations. Use of return on invested capital is intended to maximize the utilization of company assets.

The 2014 results attained for each financial performance measure applicable to our Named Executives are shown in the following tables:

Financial Performance Results for Ms. Apker and Messrs. Ferland, Carano and Gedeon

Company Operating Income (139% x 45/70)	89.36%
Company ROIC (124% x 25/70)	44.29%
Weighted Financial Performance Percentage	133.64%

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Financial Performance Results for Mr. Data

Company Operating Income (139% x 25/70)	49.64%
Babcock & Wilcox Power Generation Group, Inc. Operating Income (50% x 20/70)	14.28%
Company ROIC (124% x 25/70)	44.29%
Weighted Financial Performance Percentage	108.21%

No annual incentive compensation is paid if financial performance is below threshold and to help mitigate risks associated with incentive compensation, the annual incentive payout is capped at 200% of target compensation. Additionally, regardless of the level of performance achieved, the Compensation Committee retains the right to decrease the amount of annual incentive compensation payable in its discretion.

The 2014 target consolidated operating income goal of $318 million was set based on internal projections for the year. The target goal was allocated among Company segments, including corporate and Power Generation ($140.2 million). Threshold and maximum goals were set at 80% and 120% of target operating income, respectively. Return on invested capital (“ROIC”) is a ratio measure of the Company’s net income in relation to its invested capital. The Compensation Committee set a target ROIC goal of 13% based on internal projections of Company management for 2014 financial performance. The Compensation Committee then set threshold and maximum goals at +/-2% increments from target ROIC. At the time the Compensation Committee established the 2014 financial goals, it designed the 2014 annual incentive plan to exclude from actual financial results the effect of certain pre-established items that it believed would not reflect operating performance, including (1) expenses associated with restructuring activity or asset acquisitions or dispositions, (2) pension accounting mark-to-market losses, (3) losses in respect of legal proceedings, (4) acquisition related amortization and (5) certain other unusual or non-recurring items.

For 2014 annual incentive compensation purposes our consolidated operating income was $343.1 million. In accordance with our 2014 EICP design, this amount included a net upward adjustment from our 2014 GAAP operating income result, largely to adjust for the effect of a mark-to-market pension accounting loss, as well as restructuring charges, acquisition and divestiture activity and other non-recurring or unusual items that had the potential to create a mis-alignment between our annual incentive program and long-term operating objectives, or otherwise may not have accurately reflected management’s 2014 operating performance. For 2014, we produced a return on invested capital of 13.5% after taking into consideration the adjustments discussed above.

The Company’s Power Generation segment produced GAAP operating income of $98.6 million, which was used in the calculation of Mr. Data’s annual incentive compensation for 2014.

Analysis of Safety Goals and Individual Performance. The Company’s annual incentive compensation program also included three safety related goals for 2014 (weighted 40%, 40% and 20%, respectively): Total Recordable Incident Rate (which measures the rate of recordable workplace injuries) (“TRIR”), Days Away, Restricted or Transferred (“DART”) and EHS Business Plans (which requires each operating entity to outline and define critical activities to be undertaken during the calendar year to continuously improve performance). The Compensation Committee selected DART as a new safety goal in 2014 to provide a more holistic picture of safety incidents than the previous safety goal, Lost Time Incident Rate, which tended to be limited to more severe incidents. The Compensation Committee also implemented a safety goal “circuit breaker” again in 2014, which capped each Named Executive’s safety goal at the target amount if TRIR met or exceeded the 2014 goal but did not improve on 2013 results. The 2014 safety goals for Ms. Apker and Messrs. Ferland, Carano and Gedeon related to consolidated results for the three safety measures for the Company. The 2014 safety goals for Mr. Data related to the results applicable to the Company’s Power Generation segment, which he oversees.

Each Named Executive’s target annual incentive award was weighted 20% on his or her individual performance in 2014. This performance component allows the Chief Executive Officer (or the Compensation Committee, in the case of Mr. Ferland) to differentiate incentive pay-outs among our Named Executives by exercising negative discretion on the target amount of each Named Executive’s individual performance component, based on the assessment of each Named Executive’s individual performance during 2014.

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Final 2014 Annual Incentive Payment. Based on the Weighted Financial Performance Percentage, Ms. Apker and Messrs. Ferland, Carano and Gedeon were eligible to earn 133.64% of their respective target EICP award and Mr. Data was eligible to earn 108.21% of his target EICP award, each subject to safety and individual performance. Safety performance represented 10% of a Named Executive’s target EICP and individual performance represented 20%. Based on the financial results attained by the Company in 2014, each Named Executive was eligible to earn the following percentages of target EICP for safety and individual performance.

Named   Executive	Eligible Target EICP Award Percentage (a)	Eligible Safety Percentage [(a) x 10%]	Eligible Individual Percentage [(a) x 20%]
Mr. Ferland	133.64%	13.36%	26.73%
Ms. Apker	133.64%	13.36%	26.73%
Mr. Gedeon	133.64%	13.36%	26.73%
Mr. Carano	133.64%	13.36%	26.73%
Mr. Data	108.21%	10.82%	21.64%

The following chart depicts the level of attainment of each Named Executive’s applicable safety and individual goals in 2014 and the resulting percentage of overall target EICP earned after combining the safety and individual performance attained with each Named Executive’s weighted financial performance results. For Ms. Apker and Messrs. Ferland, Carano and Gedeon, the weighted financial performance result was 93.55% (70% x 133.64%) and for Mr. Data, the weighted financial performance result was 75.75% (70% x 108.21%).

Named Executive	% of Target Performance Attained		% of Target EICP Earned
	Safety	Individual
Mr. Ferland	2.67%	20.05%	116%
Ms. Apker	2.67%	29.40%	126%
Mr. Gedeon	2.67%	26.73%	123%
Mr. Carano	2.67%	32.07%	128%
Mr. Data	2.16%	21.64%	100%

Long-Term Incentive Compensation

Analysis of 2014 Target Long-Term Incentive Awards. In determining the type and mix of stock granted to our Named Executives, the Compensation Committee seeks to maintain a strong correlation between pay and performance while promoting retention of key employees.

The Compensation Committee allocated 2014 long-term incentive compensation (other than the retention awards for our Named Executives discussed on the following pages) as follows:

• 50% performance restricted stock units of the Company;

• 25% stock options of the Company; and

• 25% time-vested restricted stock units of the Company.

2014 performance restricted stock units vest between 0% and 200% of the amount of initial shares granted depending 40% on the level of cumulative diluted earnings per share, 40% on average return on invested capital and 20% on relative total shareholder return attained between January 1, 2014 and December 31, 2016 (the “Performance Period”). The Compensation Committee believes that over the long-term, there is a high degree of correlation between earnings per share and stock price. Accordingly, the Compensation Committee uses earnings per share in long-term stock-based compensation to more closely align Company goals with stockholder interests. In 2014 the Company also added relative total shareholder return as a performance metric to promote

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management focus on Company performance relative to peer companies in the industries in which the Company operates. This performance metric compares the Company’s total shareholder return over the Performance Period to that of the companies in the Company’s custom peer group. By using different performance measures than in the annual incentive compensation program, the Compensation Committee reduces the incentive to focus on a single metric at the expense of others, thereby helping to mitigate risk related to incentive compensation. Finally, like annual incentive compensation, including return on invested capital helps promote focus on asset utilization.

For each performance measure, results at the threshold, target and maximum goals produce vesting at 50%, 100% and 200%, respectively, of the initial performance restricted stock units granted. Vesting for performance results between threshold and target or target and maximum is determined by linear interpolation. No amount will vest with respect to any performance measure unless at least threshold results are attained. The Compensation Committee set target and maximum goals based on the sum of non-GAAP earnings per share estimates for each year of the Performance Period. To complement and leverage financial results that may be achieved under the annual incentive compensation element, the estimates were derived from the operating income target goal used in 2014 annual incentive compensation and assumed operating income growth rates of 10% and 15% for target and maximum goals, respectively. The threshold goal was set at 80% of the cumulative earnings per share target goal, consistent with the structure of annual incentive compensation. The Compensation Committee set threshold, target and maximum goals for average return on invested capital at 11.5%, 13.5% and 15.5%, which the Compensation Committee determined to be appropriate based on management’s projections of the Company’s financial results during the Performance Period. With respect to the relative total shareholder return performance metric, the Compensation Committee set threshold performance at the 25^th percentile of the Company’s custom peer group, target performance at the 50^th percentile, and maximum performance at 75^th percentile of the Company’s custom peer group.

Stock options and restricted stock units of the Company generally vest ratably over three years, other than the equity awards to be granted pursuant to the retention agreements discussed on the following pages. For more information regarding the 2014 performance restricted stock units, restricted stock units and stock options, see the Grants of Plan-Based Awards table under “Compensation of Executive Officers” below and disclosures under “Compensation of Executive Officers – Estimated Future Payouts Under Equity Incentive Plan Awards.” For information on how equity awards will be treated in connection with the spin-off, see “The Spin-Off – Treatment of Stock-Based Awards.”

Value of 2014 Target Long-Term Incentive Compensation. The following table shows the 2014 target long-term incentive compensation for each Named Executive relative to his or her benchmark.

2014 Target Long-Term Incentive Compensation

Named Executive	Target Value(1)		Median (Survey)		% Median (Survey)			Median (Proxy)
Mr. Ferland	$	4,200,000	$	4,006,000		5	%	$	4,843,000
Ms. Apker	$	215,000	$	134,000		60	%		N/A
Mr. Gedeon	$	300,000	$	319,239		-6	%		N/A
Mr. Carano	$	425,000	$	452,000		-6	%		N/A
Mr. Data	$	500,000	$	546,000		-8	%		N/A

(1) The value of the target long-term incentive compensation represents the nominal value used to determine the number of shares, units or stock options granted as long-term compensation, rather than the grant date fair value computed for financial reporting purposes in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC 718”). For a discussion of the grant date fair values, see “Summary Compensation Table” in “Executive Compensation” below.

The Compensation Committee set Mr. Ferland’s target long-term incentive compensation at a value it determined appropriate relative to the median long-term incentive compensation applicable to him. The target compensation for each of Messrs. Ferland, Carano, Gedeon and Data aligned with the median range. The Compensation Committee set Ms. Apker’s target long-term incentive compensation in consideration of the value of her role within the Company’s senior management team, which was not otherwise reflected in the survey data for her position.

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Sizing Long-Term Incentive Compensation. When granting stock, the Compensation Committee targets a dollar value, rather than a number of shares, units or options. The number of restricted stock units, stock options and initial performance restricted stock units granted can be expressed through the following formula:

target value ($) / stock valuation ($)

The target value was set by the Compensation Committee as previously discussed. The stock valuation was determined by Hay Group based on the closing price of the Company’s common stock on the New York Stock Exchange on the date of grant. For restricted stock units and performance restricted stock units, Hay Group adjusted the closing price to reflect the conditions of the stock grants, such as the vesting conditions and transfer restrictions. For stock options, Hay Group used a Black-Scholes model to determine valuation. To ensure that restricted stock units and stock options vest in equal installments during the three-year vesting term, the number of shares calculated was rounded to the nearest multiple of three. The chart below summarizes the stock valuations used to grant long-term incentive awards to our Named Executives in 2014. The closing price of the Company’s stock was $32.69 on March 3, 2014.

March 3, 2014 Awards	Stock Valuation
Performance Restricted Stock Units	$31.16
Restricted Stock Units	$30.71
Stock Options	$  5.70

Because FASB ASC 718 does not calculate grant date fair values for financial reporting purposes using the same valuation, the target values of long-term incentive compensation may differ from the grant date fair values reported in the Summary Compensation Table and Grants of Plan Based Awards table.

Spin-off Retention, Employment and Severance Arrangements

In connection with the proposed spin-off of New B&W, on November 5, 2014 the Company entered into retention agreements with Ms. Apker and Messrs. Ferland, Carano and Gedeon (the “retention agreements”) and a severance agreement with Mr. Data (the “Data severance agreement”) to promote leadership continuity through the spin-off and to retain management for New B&W who possess experience with New B&W’s business. The retention agreements entitle each of Ms. Apker and Messrs. Ferland, Carano and Gedeon to a one-time grant of either restricted B&W common stock or restricted stock units (the “retention stock award”) under the Company’s long term incentive plan on the date the Company sets the record date for the spin-off. Each retention stock award will vest one-third on the 30th day following the effective date of the restructuring transaction and two-thirds on the first anniversary of the effective date of a restructuring transaction (as defined in the agreements and which includes the proposed spin-off), so long as the applicable Named Executive remains continuously employed through the applicable vesting date. Mr. Ferland’s retention agreement also provides him with a one-time cash retention award equal to two times the sum of Mr. Ferland’s salary in effect on the date of his retention agreement plus his 2014 target bonus under the EICP, 50% of which would be paid on each of the second and third anniversaries of the effective date of a restructuring transaction, if Mr. Ferland remains continuously employed with New B&W at each such date.

The retention agreements and the Data severance agreement generally provide for certain severance benefits and payments if the applicable Named Executive’s employment is terminated prior to or after the effective date of a restructuring transaction by the Company without “cause” or by the Named Executive for “good reason,” (each as defined in the retention agreements and the severance agreement) prior to (a) the effective date of a restructuring transaction in the case of Mr. Ferland, and (b) the first anniversary of the effective date of a restructuring transaction for our other Named Executives. Under the retention agreements and Data severance agreement, if a “change in control” (as defined under the retention agreements, the Data severance agreement and Mr. Ferland’s change in control agreement, as applicable) occurs at a time when the retention or severance agreement, as applicable, is in effect, and the executive is a party to a change in control agreement with the Company (or any successor entity) (a “change in control agreement”), then the Named Executive will only be entitled to the change in control severance protections contained in his or her respective change in control agreement (in the case of Mr. Ferland, except as modified under his retention agreement as described below), and not also his or her retention agreement or severance agreement, as applicable.

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Mr. Ferland’s retention agreement modifies his previously executed change in control agreement as follows: (1) after November 5, 2014 but before the effective date of a restructuring transaction, the cash severance multiple that is applied to a base salary and target bonus formula under the change in control agreement is reduced from 2.99 times to 2.5 times; (2) upon the effective date of a restructuring transaction, this cash severance multiple is further reduced from 2.5 times to 1.0 times; but if the effective date of a restructuring transaction does not occur by January 1, 2016, Mr. Ferland’s change in control agreement will continue in effect without regard to these modifications.

On November 5, 2014 the Company and New B&W also entered into an employment agreement with Mr. Ferland in connection with his anticipated appointment as Chief Executive Officer of New B&W which will become effective on the date the spin-off becomes effective. The employment agreement generally provides for a one-year term commencing on the effective date of the restructuring transaction and automatically renews for successive one-year terms unless either party provides prior written notice of nonrenewal 90 days before the end of the then-current term.

For more information on the retention agreements and the Data severance agreement, see “Executive Compensation – Potential Payments Upon Termination or Change in Control” on the following pages.

Section 3: Other Benefits And Practices

Other Benefits and Post-Employment Compensation

Other Benefits and Perquisites

Subject to applicable eligibility rules, our Named Executives receive all of the benefits offered to other Company employees generally, including medical and other health and welfare benefits and participation in Company qualified defined contribution and defined benefit plans. Our Named Executives receive additional limited perquisites, which the Company provides to attract and retain key personnel.

The Company provides the following perquisites to our Named Executives: relocation and temporary housing assistance, annual physicals, tax and financial planning services, reimbursement of limited expenses in connection with a spouse accompanying them on business travel and other miscellaneous items. The Compensation Committee believes the personal benefits offered to our Named Executives are reasonable and appropriate. The Company also provides our Named Executives with limited tax assistance with respect to relocation and the reimbursement of limited spousal expenses discussed above. For relocation, the Company provides tax assistance to Named Executives on the same basis provided to other employees receiving relocation assistance.

For a description of the values and valuation methodology associated with perquisites provided in 2014, see the notes and narratives to the Summary Compensation Table under “Compensation of Executive Officers” below.

Retirement Benefits

Overview.    The Company provides retirement benefits through a combination of (a) qualified and non-qualified defined benefit pension plans (the “Pension Plans”), (b) qualified and non-qualified defined contribution retirement plans (the “Thrift Plans”), and (c) a supplemental non-qualified defined contribution executive retirement plan. Due to the volatility, cost and complexity associated with defined benefit plans and evolving employee preferences, the Company has taken steps over the past several years to shift away from traditional defined benefit plans toward defined contribution plans.

The Company began transitioning to defined contribution plans in 2006 when the Company closed the Pension Plans to new and unvested salaried employees and froze benefit accruals for existing salaried participants with less than five years of credited service. In 2012, the Company announced that all benefit accruals for salaried employees still accruing benefits under the Pension Plans would be frozen. To provide a period of transition, those benefit accruals will be frozen effective December 31, 2015. In lieu of future defined benefit plan accruals under those plans, the Company provides additional cash contributions to eligible employees’ Thrift Plan account (the “Service-Based Thrift Contribution”), discussed below.

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Pension Plans.    As a result of the recent changes in eligibility requirements, none of our Named Executives other than Mr. Data participate in the Pension Plans. Mr. Data participates in the qualified and non-qualified excess retirement plans for commercial operations. The excess plan covers a small group of highly compensated employees whose ultimate benefits under the qualified Pension Plans are reduced by Internal Revenue Code (“IRC”) limits on the amount of benefits which may be provided, and on the amount of compensation which may be taken into account in computing benefits. Benefits under the non-qualified excess plan in which our Named Executives participate are paid from the general assets of the Company. See the “Pension Benefits” table under “Compensation of Executive Officers” below for more information regarding the Pension Plans.

Thrift Plans.    The Company maintains two primary defined contribution retirement plans: (a) a broad-based, qualified 401(k) plan (the “401(k) Plan”) and (b) a non-qualified restoration plan (the “Restoration Plan”). The 401(k) Plan consists of the following three principal components:

• Employee Contributions – Eligible employees may contribute from 1% to 25% of pay (subject to IRC limits).

• Company Matching Contributions – The Company matches 50% of the first 6% of an eligible employee’s contributions. Company matching contributions are made in Company common stock.

• Service-Based Thrift Contributions – Eligible employees receive a cash contribution to their 401(k) Plan account of an amount between 3% and 8% of the employee’s base pay plus overtime pay (excluding bonuses, other special or supplemental pay, severance pay reimbursement for expense or other additional pay in any other form) based on their length of service.

All of our Named Executives participated in the 401(k) Plan in 2014 and Ms. Apker and Messrs. Ferland, Carano and Gedeon, who are not eligible to participate in the Pension Plans, received the Service-Based Thrift Contribution.

Effective January 1, 2012, the Compensation Committee established the Restoration Plan to (1) more closely align the Company’s executive retirement plans with general market practices as indicated by Hay Group benefit data, (2) ensure the competitiveness of retirement benefits for executives who are not eligible to participant in the Pension Plans, and (3) mirror the dual qualified and non-qualified plan design of the Pension Plans. The Restoration Plan seeks to restore benefits provided by the 401(k) Plan that are precluded by IRC limits on eligible compensation ($260,000 in 2014). The Restoration Plan contains the same principal components as the 401(k) Plan:

• Employee Contributions – Eligible employees may defer up to 25% of pay in excess of the IRC compensation limit.

• Company Matching Contributions – The Company matches 50% of the first 6% of employees’ contributions.

• Service-Based Thrift Contributions – Eligible employees receive a cash contribution to their Restoration Plan account of an amount between 3% and 8% of the employee’s eligible compensation in excess of the IRC limit based on their length of service.

All of our Named Executives participated in the Restoration Plan in 2014. The Company’s obligations under the Restoration Plan are unfunded and plan benefits are payable from the general assets of the company.

Supplemental Plans.    The Company also maintains a supplemental executive retirement plan (the “SERP”) through which the Company provides annual contributions to participants’ notional accounts. The SERP also provides participants with additional opportunities to defer the payment of certain compensation earned from the Company.

Under SERP eligibility guidelines adopted by the Compensation Committee in 2013, executives are generally eligible to make contributions to their SERP accounts when they become a “reporting person” for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or an executive with direct responsibility over operations. However, executives must have completed at least one year of service with the

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Company or one of the Company’s subsidiaries to be eligible for Company contributions to their SERP accounts. Based on these guidelines, Ms. Apker and Messrs. Ferland and Data were eligible for Company contributions to their SERP accounts in 2014. Mr. Carano and Mr. Gedeon have not yet met the requirements for eligibility for Company contributions under the guidelines.

See the “Nonqualified Deferred Compensation” table and accompanying narrative under “Compensation of Executive Officers” below for more information about the Restoration Plan and SERP.

Severance Arrangements

Babcock & Wilcox Severance Plan.    The Company has traditionally maintained a broad-based severance plan to provide a measure of financial assistance to eligible employees who are involuntarily terminated in connection with a permanent reduction in force. In 2012, in consultation with Hay Group, the Compensation Committee approved the replacement of the Company’s broad-based plan with a new modified plan and approved a new executive severance plan. For our Named Executives, however, the severance benefits payable under our Named Executive’s retention agreements (or severance agreement in the case of Mr. Data) are in lieu of any benefits payable under the Company’s executive severance plan. See “Compensation of Executive Officers – Potential Payments Upon Termination or Change In Control” below for more information on the retention and severance agreements with our Named Executives.

Change-in-Control Agreements.    The Compensation Committee has offered change-in-control agreements to executives, including Named Executives, since 2010 and in 2013 approved certain immaterial clarifying modifications to the Company’s change in control agreements. The Company believes change-in-control agreements protect stockholders’ interests by serving to:

• attract and retain top-quality executive management;

• assure both present and future continuity of executive management in the event of a threatened or actual change in control; and

• ensure the objective focus of executive management in the evaluation of any change-in-control opportunities.

The Company’s change-in-control agreements contain what is commonly referred to as a “double trigger,” that is, they provide benefits only upon a qualified termination of the executive within one year following a change in control. Stock awards, however, are subject to separate agreements, which vest outstanding stock immediately on the occurrence of a change in control, regardless of whether there is a subsequent termination of employment. Additionally, the change-in-control agreements do not provide any tax gross-up on the benefits following a qualified termination. Instead, the change-in-control agreements contain a “modified cutback” provision, which acts to reduce the benefits payable to an executive to the extent necessary so that no excise tax would be imposed on the benefits paid, but only if doing so would result in the executive retaining a larger after-tax amount. The provision was included with the intent of benefiting the Company by seeking to preserve the tax deductibility of the benefits paid under the agreement, without compromising the objectives for which the agreement was approved.

See the “Potential Payments Upon Termination or Change in Control” tables under “Compensation of Executive Officers” below and the accompanying disclosures for more information regarding the change-in-control agreements with our Named Executives, events considered to be change-in-control events and other plans and arrangements that have different trigger mechanisms relating to a change in control.

Other Compensation Policies / Practices

Stock Ownership Guidelines.    The Company maintains stock ownership guidelines for executives and non-management directors. These guidelines establish minimum stock ownership levels of two to five times annual base salary for executives, and five times annual base retainer for non-management directors. The ownership multiple applicable to our Named Executives are:

• Mr. Ferland – Five (5)

• Ms. Apker – Two (2)

• Other Named Executives – Three (3)

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Directors and executives have five years to achieve their respective minimum ownership levels. The Governance Committee of the Company annually reviews the compliance with these guidelines and has discretion to waive or modify the stock ownership guidelines for directors and executives. No executive or director is authorized to sell any shares of Company common stock (other than to satisfy applicable tax obligations resulting from a transaction involving such stock or to cover the exercise price of stock options) unless they have met their respective guideline.

Timing of Stock Awards.    To avoid timing stock awards ahead of the release of material nonpublic information, the Compensation Committee generally approves the annual stock option and other stock awards effective as of the third day following the filing of the Company’s annual report on Form 10-K or quarterly report on Form 10-Q with the Securities and Exchange Commission. The Company has followed this practice for all long-term incentive compensation grants to Named Executives since the Company’s spin-off from McDermott, subject to certain exceptions.

Hedging, Pledging and Short Sale Policies.    The Company also maintains a policy that prohibits all directors, officers and employees from trading in puts, calls or other options on Company common stock and otherwise engaging in hedging transactions that are designed to hedge or offset any decrease in the market value of Company common stock. The directors, officers and employees are also prohibited from pledging Company securities and engaging in short sales of Company securities.

Clawbacks.    Since 2011, incentive compensation awards include provisions allowing the Company to recover excess amounts paid to individuals who knowingly engaged in a fraud resulting in a restatement.

Proxy Data – Custom Peer Group

AECOM Technology Corporation	Hubbell Inc.	Rockwell Collins, Inc.
Chicago Bridge & Iron Company	Huntington Ingalls Industries	Scana Corporation
Curtiss-Wright Corporation	Jacobs Engineering Group, Inc.	SPX Corporation
Fluor Corporation	KBR, Inc.	URS Corporation
Flowserve Corporation	L-3 Communications Holdings Inc.
Foster Wheeler AG	MasTec, Inc.

Compensation of Executive Officers

The following table summarizes the 2014 compensation of our Chief Executive Officer, Chief Financial Officer and three highest paid executive officers other than the CEO and CFO during 2014. We refer to these persons as our Named Executives and the principle positions given for each Named Executive are their expected titles at New B&W. All of the information included in these tables reflects compensation earned by the individuals for service with the Company. All references in the following tables to stock relate to awards of stock granted by the Company.

Such amounts do not necessarily reflect the compensation such persons will receive following the spin-off because historical compensation was determined by the Company and future compensation levels will be determined based on the compensation policies, programs and procedures to be established by the compensation committee of New B&W.

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Summary Compensation Table

Name and Principal Position	Year	Salary(1)	Bonus(2)		Stock Awards(3)		Option Awards(3)		Non-Equity Incentive Plan Compensation(4)		Change in Pension Value and Nonqualified Deferred Compensation Earnings(5)		All Other Compensation(6)		Total
E. James Ferland, Chief Executive Officer	2014	$937,500	$	—	$	3,320,748	$	1,299,160	$	1,090,031		N/A	$	252,219	$	6,899,658
Jenny L. Apker, Senior Vice President and Chief Financial Officer	2014	$287,025	$	—	$	169,923	$	66,496	$	162,252		N/A	$	39,344	$	725,040
Elias Gedeon, Senior Vice President & Chief Business Development Officer	2014	$250,000	$	200,000	$	237,184	$	90,678	$	184,425		N/A	$	507,956	$	1,470,243
Mark A. Carano, Senior Vice President, Corporate Development & Treasurer	2014	$407,500	$	—	$	335,955	$	131,468	$	313,669		N/A	$	48,075	$	1,236,667
J. Randall Data, Senior Advisor to the CEO (Former President and Chief Operating Officer)	2014	$358,750	$	—	$	395,320	$	154,670	$	214,281	$	586,290	$	78,887	$	1,788,198

(1) See “Salary” below for a discussion of the amounts reported in this column.

(2) See “Bonus” below for a discussion of the amounts reported in this column.

(3) See “Stock and Option Awards” below for a discussion of the amounts included in this column.

(4) See “Non-Equity Incentive Plan Compensation” below for a discussion of the amounts included in this column.

(5) See “Change in Pension Value and Nonqualified Deferred Compensation Earnings” below for a discussion of the amounts included in this column.

(6) See “All Other Compensation” below for a discussion of the amounts included in this column.

Salary.    Amounts reported in the “Salary” column above include amounts that have been deferred under qualified and non-qualified deferred compensation plans. The 2014 salary paid to Mr. Gedeon represents the amount of salary paid from the date he commenced employment with the Company on May 1, 2014.

Bonus.    The amount reported in the “Bonus” column for Mr. Gedeon represents a sign-on incentive bonus received in connection with commencing employment with the Company.

Stock and Option Awards.    The amounts reported in the “Stock Awards” and “Option Awards” columns for each Named Executive represent the aggregate grant date fair value of all stock and option awards granted to the Named Executives in 2014 computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718, excluding the effect of estimated forfeitures. For a discussion of the valuation assumptions used in determining the grant date fair values, see Note 9 to the combined financial statements included in this Information Statement.

The amounts reported in the “Stock Awards” column include the grant date fair values of restricted stock units and performance restricted stock units awarded to our Named Executives in 2014. The values for performance restricted stock units are based on our Named Executives attaining target performance levels, which was determined to be the probable outcome at the time of grant. Assuming the maximum performance levels were probable, the grant date fair

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values of each Named Executive’s performance restricted stock units would be as follows: $3,965,127 for Mr. Ferland; $202,946 for Ms. Apker; $283,202 for Mr. Gedeon; $401,185 Mr. Carano and $472,031 for Mr. Data. See the “Grants of Plan-Based Awards” table for more information regarding the stock and option awards granted to the Named Executives in 2014.

Non-Equity Incentive Plan Compensation.    The amounts reported in the “Non-Equity Incentive Plan Compensation” column are attributable to the annual incentive awards earned under the Company’s EICP. See the “Grants of Plan-Based Awards” table for more information regarding the annual incentive awards earned in 2014.

Change in Pension Value and Nonqualified Deferred Compensation Earnings.    The amounts reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column represent the changes in actuarial present values of the accumulated benefits under defined benefit plans, determined by comparing the prior completed fiscal year end amount to the covered fiscal year end amount. The discount rate applicable to the Pension Plans was 4.8%, 4.1% and 4.8% at December 31, 2013, 2012 and 2011, respectively. Reductions in the discount rate, among other factors, result in an increase in the present value of the pension benefits.

All Other Compensation.    The amounts reported for 2014 in the “All Other Compensation” column are attributable to the following:

All Other Compensation

	Mr. Ferland		Ms. Apker		Mr. Gedeon		Mr. Carano		Mr. Data
SERP Contribution	$	89,188	$	20,656	$	—	$	—	$	20,334
Thrift Plan Contributions	$	15,600	$	14,299	$	13,594	$	15,413	$	6,963
Restoration Plan Contributions	$	38,275	$	—	$	—	$	7,825	$	2,506
Tax Reimbursements	$	1,547	$	652	$	84,297	$	688	$	—
Dividend Equivalents	$	89,401	$	3,737	$	2,198	$	6,259	$	9,765
Perquisites	$	18,208	$	—	$	407,867	$	17,890	$	39,319

SERP Contribution.    See the “Nonqualified Deferred Compensation” table for more information regarding these amounts and the SERP.

Thrift Plan Contributions and Restoration Plan Contributions.    The amounts reported in these columns represent the total amount of matching and service-based contributions made to each Named Executive under the Company’s Thrift Plan and Restoration Plan, respectively. Under the Company’s Thrift Plan, the Company will match 50% of an employee’s contributions, up to 6%. Under the Company’s Restoration Plan, the Company will match 50% of the first 6% of an employee’s deferral contributions. For information regarding the Company’s Thrift Plan and Restoration Plan matching contributions and service-based contributions, see “Compensation Discussion and Analysis – Other Benefits and Practices – Retirement Benefits” above.

Tax Reimbursements.    The tax reimbursements reported for Ms. Apker and Messrs. Ferland and Carano were provided for income imputed to each of them as a result of their spouse attending a company event. The tax reimbursement reported for Mr. Gedeon was provided for income imputed to him as a result of his relocation from Connecticut to North Carolina.

Dividend Equivalents.    The amounts listed in this column for each Named Executive represent the value of dividend equivalents credited to their unvested restricted stock unit and performance restricted stock unit awards in 2014. The amounts reported for Messrs. Ferland, Carano and Data also includes the value of dividend equivalents credited to vested restricted stock units that they have elected to defer pursuant to the terms of the 2010 Long Term Incentive Plan of The Babcock & Wilcox Company as amended and restated February 25, 2014 (the “2010 LTIP”). Each dividend equivalent is equal to $0.10 per share of common stock underlying the unvested or deferred restricted stock unit for dividends paid to shareholders of the Company during 2014. Dividend equivalents credited to unvested restricted stock units are subject to the same vesting period as the restricted

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stock units with respect to which the dividend equivalents are paid. Dividend equivalents credited to deferred restricted stock units are subject to the same deferral period as the restricted stock units with respect to which the dividend equivalents are paid.

Perquisites.    Perquisites and other personal benefits received by a Named Executive are not included if their aggregate value does not exceed $10,000. The values of the perquisites and other personal benefits reported for our Named Executives in 2014 are as follows:

• The $18,208 reported for Mr. Ferland is primarily attributable to financial planning, as well as an annual physical and costs associated with his spouse accompanying him on Company business.

• The $407,867 reported for Mr. Gedeon is attributable to an annual physical and $405,587 of costs associated with his relocation from Connecticut to North Carolina.

• The $17,890 reported for Mr. Carano is primarily attributable to financial planning, as well as an annual physical and costs associated with his spouse accompanying him on Company business.

• The $39,319 reported for Mr. Data is attributable to financial planning and $25,176 of costs associated with temporary housing while on special assignment at the Company’s headquarters in Charlotte, North Carolina.

The Company calculates all perquisites and personal benefits based on the incremental cost the Company incurs to provide such benefits. Relocation expenses include costs paid to the employee and to third parties for the benefit of the employee, without regard to whether those costs are deductible to the employee. However, the Company excludes any payments by the Company to the third party that manages the relocation program, which would have been incurred without the employee’s relocation and therefore are not “incremental.” For annual physicals, the Company computes incremental cost based on the actual cost incurred by the Company for the physical. For financial planning services, the Company computes incremental cost based on the sum of (1) the actual cost incurred by the Company for the financial planning service for the applicable Named Executive and (2) a pro-rated portion of the fee paid to the third party firm that provides the financial planning services.

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Grants of Plan-Based Awards

The following table provides additional information on stock awards and equity and non-equity incentive plan awards made to our Named Executives during the year ended December 31, 2014.

					Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)			Estimated Future Payouts Under Equity Incentive Plan Awards(2)			All Other Stock Awards: Number of Shares of Stock or Units(3)	All Other Option Awards: Number of Securities Underlying Options(4)	Exercise or Base Price of Option Awards	Grant Date Fair Value of Stock and Option Awards(5)
Name	Grant Date		Committee Action Date		Threshold	Target	Maximum	Threshold (#)	Target (#)	Maximum   (#)
Mr. Ferland
		02/25/14		02/25/14	$468,750	$937,500	$1,875,000
		03/03/14		02/25/14				33,693	67,386	134,772					$2,202,848
		03/03/14		02/25/14							34,197				$1,117,900
		03/03/14		02/25/14								184,278	$32.69		$1,299,160
Ms. Apker
		02/25/14		02/25/14	$64,581	$129,161	$258,323
		03/03/14		02/25/14				1,725	3,449	6,898					$112,748
		03/03/14		02/25/14							1,749				$  57,175
		03/03/14		02/25/14								9,432	$32.69		$  66,496
Mr. Gedeon
		05/08/14		05/08/14	$75,000	$150,000	$300,000
		05/15/14		05/08/14				2,430	4,859	9,718					$157,334
		05/15/14		05/08/14							2,466				$  79,849
		05/15/14		05/08/14								13,290	$32.38		$  90,678
Mr. Carano
		02/25/14		02/25/14	$122,250	$244,500	$489,000
		03/03/14		02/25/14				3,409	6,818	13,636					$222,880
		03/03/14		02/25/14							3,459				$113,075
		03/03/14		02/25/14								18,648	$32.69		$131,468
Mr. Data
		02/25/14		02/25/14	$107,625	$215,250	$430,500
		03/03/14		02/25/14				4,011	8,022	16,044					$262,239
		03/03/14		02/25/14							4,071				$133,081
		03/03/14		02/25/14								21,939	$32.69		$154,670

(1) Amounts shown represent the range of potential payouts under the Company’s annual incentive compensation plan. See “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” below for a discussion of the amounts included in this column. The actual amounts paid to our Named Executives are included in the Non-Equity Incentive Plan Compensation column of the “Summary Compensation Table” above.

(2) See “Estimated Future Payouts Under Equity Incentive Plan Awards” below for a discussion of the amounts included in this column.

(3) Amounts shown represent shares of Company common stock underlying restricted stock units. See “All Other Stock Awards” below for a discussion of the amounts included in this column.

(4) Amounts shown represent the number of shares of Company common stock underlying stock options. See “All Other Option Awards” below for a discussion of the amounts included in this column.

(5) See “Grant Date Fair Value of Stock and Option Awards” below for a discussion of the amounts included in this column.

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Estimated Future Payouts Under Non-Equity Incentive Plan Awards

The amounts shown in this column reflect the threshold, target and maximum pay opportunities for each Named Executive under the EICP for 2014. Generally, EICP payout depends on three principal factors: (1) the Company’s financial performance, (2) the Named Executive’s target percentage, and (3) the Named Executive’s earnings from base salary. For 2014, the target percentage for each Named Executive was as follows:

Named Executive	Target Percentage (% of Salary)
Mr. Ferland		100%
Ms. Apker		45%
Mr. Gedeon		60%
Mr. Carano		60%
Mr. Data		60%

The amounts reflected in the “target” column of the “Grants of Plan Based Awards” table represent the value of the payout opportunity under the EICP at target financial performance levels. This amount was calculated by multiplying the Named Executive’s target percentage by the amount of base salary earned by each Named Executive in 2014.

The amounts shown in the “maximum” column represent the maximum payout opportunity in 2014, which for all Named Executives was 200% of the target amount. The amounts shown in the “threshold” column represent the minimum payout opportunity in 2014 assuming threshold financial performance, which for all Named Executives was 50% of the target amount. If threshold financial performance is not achieved, no amount is paid under EICP.

All threshold, target and maximum amounts reported in the table above assume that the Compensation Committee exercises no discretion over the annual incentive compensation award ultimately paid.

See “—Compensation Discussion and Analysis—Compensation Analysis—Annual Incentive Compensation” on the previous pages for more information about the 2014 EICP awards and performance goals.

Estimated Future Payouts Under Equity Incentive Plan Awards

The amounts shown reflect the threshold, target and maximum payout opportunities of performance restricted stock units granted in 2014 under the 2010 LTIP. Each grant represents a right to receive one share of Company common stock if performance targets are met. Upon vesting, the performance restricted stock units are converted into shares of Company common stock. The amount of performance restricted stock units that vest, if any, is determined based (1) 40% on the average annual return on invested capital during the three-year performance period, (2) 40% on the Company’s cumulative earnings per share during the same period, and (3) 20% on relative total shareholder return compared to the companies in the Company’s custom peer group. The amounts shown in the “target” column represent the number of performance shares that will vest, which is 100% of the amount granted, if the target levels of average annual return on invested capital, cumulative diluted earnings per share and relative total shareholder return are attained. The amounts shown in the “maximum” column represent the number of performance shares that will vest, which is 200% of the amount granted, if the maximum level of average annual return on invested capital, cumulative earnings per share and relative total shareholder return are attained. The amounts shown in the “threshold” column represent the minimum number of performance shares that will vest, which is 50% of the amount granted, if the threshold level of average annual return on invested capital, cumulative earnings per share and relative total shareholder return are attained. No amount of performance shares will vest if the levels of all three such performance metrics are less than the threshold performance level. See “—Compensation Discussion and Analysis—Compensation Analysis—Long-Term Incentive Compensation” above for more information regarding the 2014 performance shares and “The Spin-Off—Treatment of Stock-Based Awards” for a description of how the Company’s performance shares will be treated in connection with the spin-off.

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All Other Stock Awards

The amounts shown reflect 2014 grants of restricted stock units under the Company’s 2010 LTIP. Each restricted stock unit represents the right to receive one share of Company common stock and is generally scheduled to vest one-third each year. Upon vesting, the restricted stock units are converted into shares of Company common stock. The Company withholds a portion of these shares to satisfy the minimum statutory withholding tax for each Named Executive due on vesting. See “—Compensation Discussion and Analysis—Compensation Analysis—Long-Term Incentive Compensation” for more information regarding the 2014 restricted stock units and “The Spin-Off—Treatment of Stock-Based Awards” for a description of how the Company’s restricted stock units will be treated in connection with the spin-off.

All Other Option Awards

The amounts shown reflect 2014 grants of stock options under the Company’s 2010 LTIP. Each option represents the right to purchase one share of B&W common stock at the exercise price. Options generally expire seven years from the date of grant. The stock options are generally scheduled to vest and become exercisable one-third each year. See “—Compensation Discussion and Analysis—Compensation Analysis—Long-Term Incentive Compensation” above for more information regarding the 2014 stock options and “The Spin-Off—Treatment of Stock-Based Awards” for a description of how the options to purchase the Company’s stock will be treated in connection with the spin-off.

Grant Date Fair Value of Stock and Option Awards

The amounts included in the “Grant Date Fair Value of Stock and Option Awards” column for each Named Executive represent the full grant date fair values of the equity awards computed in accordance with FASB ASC Topic 718. Under FASB ASC Topic 718, the fair value of equity awards is determined using the closing price of the Company’s common stock on the date of grant for restricted stock units and performance restricted stock units, and an option-pricing model for stock options. A Black-Scholes option-pricing model was used for determining the grant date fair value of stock options granted to our Named Executives. The determination of the fair value of an award on the date of grant using an option-pricing model requires various assumptions, such as the expected life of the award and stock price volatility. For more information regarding the compensation expense related to the awards, and a discussion of valuation assumptions utilized in option pricing, see the information set forth under the heading “Company Stock Options” in Note 9, “Stock-Based Compensation,” to the combined financial statements included in this information statement.

The amounts reported in the “Grant Date Fair Value of Stock and Option Awards” column for restricted stock unit and performance restricted stock unit awards do not factor in the value of dividend equivalents credited to each unvested restricted stock unit as a result of dividends on stock declared by the Company in 2014. For more information on the value of dividend equivalents credited to our Named Executives’ unvested restricted stock unit and performance restricted stock unit awards, See “All Other Compensation” under the “Summary Compensation Table”. The amounts reported in this column for performance restricted stock units reflect the grant date fair value of these awards based upon the probable outcome of the conditions of such awards.

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Outstanding Equity Awards at Fiscal Year-End

The following Outstanding Equity Awards at Fiscal Year-End table summarizes the equity awards the Company has made to our Named Executives that were outstanding as of December 31, 2014.

			Option Awards							Stock Awards
Name	Grant Date(1)		Number of Securities Underlying Unexercised Options Exercisable	Number of Securities Underlying Unexercised Options Unexercisable			Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options	Option Exercise Price	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested	Market Value of Shares or Units of Stock That Have Not Vested(2)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2)
Mr. Ferland
Stock Options		04/19/12	60,190		30,095	(3)	—	$23.42	04/19/19
Stock Options		04/19/12	24,288		48,576	(4)	—	$23.42	04/19/19
Stock Options		03/04/13	51,115		102,230	(5)	—	$26.80	03/04/20
Stock Options		03/03/14	—		184,278	(6)	—	$32.69	03/03/21
RSU		04/19/12								11,364(3)		$344,329
RSU		04/19/12								37,660(4)		$1,141,098
RSU		03/04/13								21,852(5)		$662,116
RSU		03/03/14								34,197(6)		$1,036,169
Performance Shares		04/19/12											36,595(7)		$1,108,829
Performance RSU		03/04/13											33,079(8)		$1,002,294
Performance RSU		03/03/14											33,693(9)		$1,020,898
Ms. Apker
Stock Options		08/12/10	6,255		0	(10)	—	$22.39	08/12/17
Stock Options		03/04/11	3,768		0	(11)	—	$34.55	03/04/18
Stock Options		03/05/12	2,766		1,383	(3)	—	$26.59	03/05/19
Stock Options		03/04/13	2,633		5,266	(5)	—	$26.80	03/04/20
Stock Options		03/03/14	—		9,432	(6)	—	$32.69	03/03/21
RSU		03/05/12								535(3)		$16,211
RSU		03/04/13								1,126(5)		$34,118
RSU		03/03/14								1,749(6)		$52,995
Performance Shares		03/05/12											1,738(7)		$52,611
Performance RSU		03/04/13											1,704(8)		$51,631
Performance RSU		03/03/14											1,725(9)		$52,268
Mr. Gedeon
Stock Options		05/15/14	—		13,290	(12)	—	$32.38	05/15/21
RSU		05/15/14								2,466(12)		$74,720
Performance RSU		05/15/14											2,430(9)		$73,629
Mr. Carano
Stock Options		06/12/13	7,427		14,854	(13)	—	$29.80	06/12/20
Stock Options		03/03/14	—		18,648	(6)	—	$32.69	03/03/21
RSU		06/12/13								6,352(13)		$192,466
RSU		03/03/14								3,459(6)		$104,808
Performance RSU		03/03/14											3,409(9)		$103,293
Mr. Data
Stock Options		03/04/10	8,696		0	(14)	—	$24.55	03/04/17
Stock Options		03/04/11	7,788		0	(11)	—	$34.55	03/04/18
Stock Options		03/05/12	6,902		3,451	(3)	—	$26.59	03/05/19
Stock Options		03/04/13	6,970		13,940	(5)	—	$26.80	03/04/20
Stock Options		03/03/14	—		21,939	(6)	—	$32.69	03/03/21
RSU		03/05/12								1,335(3)		$40,451
RSU		03/04/13								2,980(5)		$90,294
RSU		03/03/14								4,071(6)		$123,351
Performance Shares		03/05/12											4,337(7)		$131,411
Performance RSU		03/04/13											4,511(8)		$136,683
Performance RSU		03/03/14											4,011(9)		$121,533

(1) The dates presented in this column represent the date the awards were granted (a) by the Company’s former parent company, McDermott International, Inc., prior to July 2010 (the “McDermott 2010 Awards”) and (b) by the Company for all other awards. The McDermott 2010 Awards were converted to equity in the Company in connection with the Company’s spin-off from McDermott International Inc. in 2010 (the “McDermott spin-off”) with new grant dates of August 2, 2010 for stock options. However, when the McDermott 2010 Awards were converted to equity in the Company, they remained subject to the same general vesting schedule. Therefore, to assist in understanding the vesting dates associated with the McDermott 2010 Awards, we are presenting the original grant dates prior to the McDermott spin-off.

(2) Market values in these columns are based on the closing price of Company common stock as of December 31, 2014 ($30.30), as reported on the New York Stock Exchange.

(3) These stock options and restricted stock units vested on March 5, 2015. See “Vesting of Restricted Stock Units” below for a discussion of the vesting schedules for Company restricted stock units.

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(4) One-half of these stock options and restricted stock units vested on March 5, 2015 and the remaining one-half will vest on March 5, 2016. See “The Spinoff – Treatment of Stock-Based Awards” for a description of how the Company’s restricted stock units and options to purchase Company common stock will be treated in connection with the spin-off.

(5) One-half of these stock options and restricted stock units vested on March 4, 2015 and the remaining one-half will vest on March 4, 2016.

(6) One-third of these stock options and restricted stock units vested on March 3, 2015 and an additional one-third will vest on each of March 3, 2016 and 2017.

(7) These performance shares represent the right to receive one share of Company common stock for each performance share that vests. The number and value of performance shares that vest depend upon the attainment of specified performance goals. The number and value of performance shares reported are based on achieving threshold performance levels. These performance shares were generally scheduled to vest 100% on March 5, 2015, however no shares vested as a result of the threshold performance levels not being achieved. See “The Spinoff—Treatment of Stock-Based Awards” for a description of how the Company’s performance shares and performance restricted stock units will be treated in connection with the spin-off.

(8) These performance shares represent the right to receive one share of Company common stock for each performance share that vests. The number and value of performance shares that vest depend upon the attainment of specified performance goals. The number and value of performance shares reported are based on achieving threshold performance levels. These performance shares are generally scheduled to vest 100% on March 4, 2016.

(9) These performance shares represent the right to receive one share of Company common stock for each performance share that vests. The number and value of performance shares that vest depend upon the attainment of specified performance goals. The number and value of performance shares reported are based on achieving threshold performance levels. These performance shares are generally scheduled to vest 100% on March 3, 2017.

(10) These stock options vested on August 12, 2013.

(11) These stock options vested on March 4, 2014.

(12) One-third of these stock options and restricted stock units vest on May 15, 2015 and an additional one-third will vest on each of May 15, 2016 and 2017.

(13) One-half of these stock options and restricted stock units vest on June 12, 2015 and the remaining one-half will vest on June 12, 2016.

(14) These stock options vested on March 4, 2013.

Vesting of Restricted Stock Units

Except as noted below, restricted stock units generally vest one-third each year. In addition, the restricted stock units awarded in 2012 and 2013 are subject to an additional accelerated vesting schedule if the Named Executive is at least 60 years old and has at least 10 years of service with the Company prior to the third anniversary of the applicable grant date (“Retirement Eligibility”). The 2014 restricted stock unit awards do not contain such an accelerated vesting schedule. For all 2012 and 2013 restricted stock unit awards, the accelerated vesting schedule provides that (1) 25% of the then unvested restricted stock units will vest on the date the Named Executive attains Retirement Eligibility on or after the first anniversary of the grant date, and (2) 50% of the then unvested restricted stock units vest on the date the Named Executive attains Retirement Eligibility on or after the second anniversary of the grant date. None of our Named Executives have attained Retirement Eligibility as of December 31, 2014. As a result, the 2012 and 2013 restricted stock units for our Named Executives were not eligible for accelerated vesting. See “Potential Payments Upon Termination or Change In Control” for more information on potential payments upon retirement and other events.

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Option Exercises and Stock Vested

The following Option Exercises and Stock Vested table provides additional information about the value realized by our Named Executives on exercises of Company option awards and vesting of Company stock awards during the year ended December 31, 2014.

	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting
Mr. Ferland		—		—		41,120	$	1,358,913
Ms. Apker		—		—		4,925	$	162,266
Mr. Gedeon		—		—		—		—
Mr. Carano		—		—		3,176	$	102,235
Mr. Data(1)		15,854	$	350,168		10,733	$	353,651

(1) $49,066 of the amount reported in the “Stock Awards – Value Realized on Vesting” column represents the realized value of 1,490 restricted stock units that Mr. Data has elected to defer pursuant to the terms of the Company’s 2010 LTIP. See the “Non-Qualified Deferred Compensation” table below for more information on the deferral of stock awards.

Option Awards.   Each stock option exercise reported in the “Option Exercises and Stock Vested” table was affected as a simultaneous exercise and sale. For all exercise and sales reported above, the value realized on exercise was calculated based on the difference between the exercise price of the stock option and the price at which the shares were sold.

Stock Awards.   For each Named Executive, the amounts reported in the number of shares acquired on vesting column in the table above represent the aggregate number of shares of Company common stock acquired by the Named Executive in connection with restricted stock units awarded under the 2010 LTIP that vested in 2014. The amounts reported in the value realized on vesting column were calculated by multiplying the number of shares acquired on the date of vesting by the closing price of Company common stock on the date of vesting.

The number of shares acquired in connection with the vesting of restricted stock units includes shares withheld by the Company in the amounts and for the Named Executives reported below to satisfy the minimum statutory withholding tax due on vesting.

Name	Shares Withheld on Vesting of Restricted Stock Units
Mr. Ferland	15,199
Ms. Apker	1,722
Mr. Gedeon	—
Mr. Carano	1,052
Mr. Data	3,270

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Pension Benefits

The following Pension Benefits table shows the present value of accumulated benefits payable to each of our Named Executives under the qualified and nonqualified pension plans.

Name	Plan Name	Number of Years Credited Service		Present Value of Accumulated Benefit		Payments During 2014
Mr. Ferland	N/A		N/A		N/A	N/A
Ms. Apker	N/A		N/A		N/A	N/A
Mr. Gedeon	N/A		N/A		N/A	N/A
Mr. Carano	N/A		N/A		N/A	N/A
Mr. Data	B&W Commercial Operations Qualified Retirement Plan B&W Commercial Operations Excess Plan		26.917 26.917	$ $	1,503,809 725,317	— —

Overview of Qualified Plans.  The Company maintains retirement plans that are funded by trusts and cover certain eligible regular full-time employees, described below in the section entitled “Participation and Eligibility.” Mr. Data participates in the Retirement Plan for Employees of Babcock & Wilcox Commercial Operations (the “Qualified Plan”) for the benefit of eligible employees of the Company and the Company’s Power Generation and Nuclear Energy segments.

Due to the date of employment of Ms. Apker and Messrs. Ferland, Gedeon, and Carano, they are not eligible to participate in the Company’s defined benefit plans. For more information on how the Company’s retirement plans will generally be treated in connection with the spin-off, see “Relationship with the Company After the Spin-off–Employee Matters Agreement.”

Participation and Eligibility.  Generally, salaried employees over the age of 21 years, who were hired before April 1, 2001, participate in the retirement plans.

• For salaried participants hired before April 1, 2001, benefit accruals will be frozen as of December 31, 2015. Beginning January 1, 2016, affected employees will receive a service-based cash contribution to their Thrift Plan account.

• For salaried participants hired on or after April 1, 2001, benefit accruals were frozen as of March 31, 2006, subject to cost of living adjustments. Beginning January 1, 2016, the cost of living adjustments will be discontinued. Affected employees receive a service-based cash contribution to their Thrift Plan account.

Benefits.  For eligible Named Executives, benefits under the Qualified Plan are based on years of credited service and final average cash compensation (including bonuses).

The present value of accumulated benefits reflected in the Pension Benefit table above is based on a 4.0% discount rate at December 31, 2014 and the RP2014 mortality table projected with the MP2014 mortality improvement scale. The discount rate applicable to the pension plans at December 31, 2013 and December 31, 2012 was 4.8% and 4.1%, respectively. Reductions in the discount rate, among other factors, result in an increase in the present value of the pension benefits.

Retirement and Early Retirement.  Under the Qualified Plan, normal retirement is age 65. The normal form of payment is a single-life annuity or a 50% joint and survivor annuity, depending on the employee’s marital status when payments are scheduled to begin. Early retirement eligibility and benefits under the Qualified Plan depends on the employee’s date of hire. Employees hired before April 1, 1998, including Mr. Data, are eligible for early retirement if the employee has completed at least 15 years of credited service and attained the age of 50. Early retirement benefits are based on the same formula as normal retirement, but the pension benefit is not reduced to reflect early commencement of payment if the sum of the employee’s age and years of service equals 75 or greater at the date benefits commence; otherwise the pension benefit is reduced by 4% times the difference between 75 and the participant’s age plus service.

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Overview of Nonqualified Plans.  To the extent benefits payable under the Company’s qualified plans are limited by Section 415(b) or 401(a)(17) of the Internal Revenue Code, pension benefits will be paid directly by the Company’s applicable subsidiaries under the terms of unfunded excess benefit plans (the “Excess Plans”) maintained by them. Mr. Data participates in the Excess Plan for certain employees of Babcock & Wilcox Commercial Operations.

Nonqualified Deferred Compensation

The following Nonqualified Deferred Compensation table summarizes our Named Executives’ compensation under the nonqualified defined contribution plans.

Name	Plan Name	Executive Contributions in 2014		Company Contributions in 2014		Aggregate Earnings in 2014		Aggregate Withdrawals/ Distributions		Aggregate Balance at 12/31/14
Mr. Ferland	SERP Restoration Plan	$	—   38,275	$ $	89,188 38,275	$ $	7,435   11,093		— —	$ $	96,623     222,632
Ms. Apker	SERP Restoration Plan		— —	$	20,656 —	$ $	5,289 46		— —	$ $	74,232   684
Mr. Gedeon(1)	SERP Restoration Plan		— —		N/A N/A		N/A N/A		— —		N/A   N/A
Mr. Carano(1)	SERP Restoration Plan	$	— 7,825	$	N/A 7,825	$	N/A 225		— —	$	N/A   15,875
Mr. Data	SERP Restoration Plan	$	— 5,013	$ $	20,334 2,506	$ $	4,057 1,248		— —	$ $	96,134   25,752

(1) No information is provided for Messrs. Gedeon and Carano because neither executive deferred cash compensation or was eligible to receive Company contributions under the SERP for 2014.

SERP.  The Company’s SERP is an unfunded, nonqualified defined contribution plan through which the Company provides annual contributions to a participant’s notional account, which is referred to as a participant’s company account. Participants include officers selected by the Compensation Committee. Benefits under the SERP are based on the participating officer’s vested percentage in his or her notional account balance at the time of distribution. An officer generally vests in his or her company SERP account 20% for each year of participation in their respective company account, subject to accelerated vesting for death, disability, termination by the company without cause, retirement or on a change in control.

For 2014, participants could elect to defer the payment of certain compensation earned from the Company. Under the SERP, any amounts deferred by a participant are maintained in a notional account separate from the account into which the Company makes annual contributions. This separate account is referred to as a participant’s deferral account. Participants are 100% vested in their deferral accounts at all times.

Restoration Plan.  The Company’s Restoration Plan is an unfunded, nonqualified defined contribution plan through which the Company provides annual contributions to each participant’s notional accounts, which are referred to as a participant’s company matching account and company service-based account. Participants include the Named Executives and other employees of the Company whose base salary exceeds certain compensation limits imposed by the Internal Revenue Code. Benefits under the Restoration Plan are based on a participant’s vested percentage in his or her notional account balance at the time of distribution. Each participant generally vests 100% in his or her company matching account and company service-based account upon completing three years of service with the Company, subject to accelerated vesting for death, disability, termination by the company without cause, retirement or on a change in control.

Participants in the Company’s Restoration Plan may elect to defer the payment of certain compensation earned from the Company or its subsidiaries that is in excess of limits imposed by the Internal Revenue Code. As with the Company’s SERP, any amounts deferred by a participant in the Restoration Plan are reflected in a notional deferral account that is separate from the participant’s company matching and service-based accounts. Participants are 100% vested in their deferral accounts at all times.

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Executive Contributions in 2014.  Under the Company’s SERP, an officer selected by the Compensation Committee may elect to defer up to 50% of his or her annual salary and/or up to 100% of any bonus earned in any plan year and a member of the Board may elect to defer up to 100% of his or her retainers and fees earned in any plan year. Although participants were permitted to contribute all or a portion of their 2014 EICP bonuses to their SERP accounts, the amounts reported in this table as “Executive Contributions in 2014” do not include any contributions of any 2014 EICP awards because EICP awards earned in 2014 are not paid until 2015. Amounts reported in this column for each Named Executive are reported as “Salary” for each Named Executive in the Summary Compensation Table above.

All of our Named Executives other than Ms. Apker elected to contribute to their Restoration Plan deferral accounts in 2014. The Company’s Restoration Plan allows participants to defer a percentage of their base salary in excess of the Internal Revenue Code Section 401(a)(17) compensation limit, and receive company matching contributions with respect to those deferrals.

Company Contributions in 2014.  The Company makes annual notional contributions to participating employees’ SERP company accounts equal to a percentage of the employee’s prior-year compensation, as determined by the Compensation Committee. Under the terms of the SERP, the contribution percentage may not be the same for all participants. Additionally, the Compensation Committee may approve a discretionary contribution to a participant’s account at any time.

For 2014, the contributions reported in the table above for the SERP reflect notional contributions made by the Company to each participating Named Executive’s company account. The Company’s 2014 contributions equaled 5% of the Named Executives’ base salaries and EICP awards paid in 2013. All 2014 contributions are included in the Summary Compensation Table above as “All Other Compensation.”

Under the Company’s Restoration Plan, the Company makes notional matching and serviced-based contributions to eligible participants’ company matching account and serviced-based account, respectively. Any Restoration Plan participants who have elected to make deferral contributions under the Restoration Plan are credited with a Company matching contribution equal to 50% of the first 6% of their deferral contribution. For each participant in the Restoration Plan who is not eligible to participate in the Company’s pension plans, the Company also makes a cash service-based contribution to the participant’s company service-based account. The amount of this service-based contribution is based on a percentage of the participant’s eligible compensation in excess of the Internal Revenue Code limit and ranges between 3% and 8%, depending on the participant’s years of service. This service-based contribution is made regardless of whether the participant has elected to make deferral contributions under the Company’s Restoration Plan. All 2014 company contributions are included in the “Summary Compensation Table” above as “All Other Compensation.”

Aggregate Earnings in 2014.  The amounts reported in this column for the SERP and Restoration Plan represent hypothetical amounts of earnings or losses and dividends credited during 2014 on all accounts for each Named Executive under the Company’s SERP and Restoration Plan. Under these plans, each participant elects to have his or her notional accounts hypothetically invested in one or more of the investment funds designated by the Compensation Committee. Each participant’s notional accounts are credited and debited to reflect gains and losses on the hypothetical investments. These gains and losses are not reported as compensation in the Summary Compensation Table.

Aggregate Balance at December 31, 2014.  The aggregate balance of a participating officer’s notional SERP account consists of contributions made by the Company to the officer’s company account, deferrals by the officer to his or her deferral account and hypothetical credited gains or losses on those accounts. The aggregate balance of a participating officer’s notional Restoration Plan Account consists of contributions made by the Company to the officer’s company matching account and company service-based account, deferrals by the officer to his or her deferral account, and hypothetical gains or losses on those accounts. The balances shown represent the accumulated account values (including gains and losses) for each Named Executive as of December 31, 2014. Ms. Apker was 60% vested in her SERP balance and Messrs. Ferland and Data were 20% and 80% vested, respectively, in their SERP balances as shown above. Ms. Apker and Mr. Data were each 100% vested in their Restoration Plan balance as shown above.

Deferred Stock Under 2010 LTIP.  Under the terms of the 2010 LTIP, the Compensation Committee has the discretion to permit selected participants to defer all or a portion of their stock and option awards. Participants,

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including our Named Executives, were permitted to make deferral elections on their 2014 time and performance vested restricted stock unit awards. Messrs. Ferland, Data and Carano were the only Named Executives to make deferral elections on their 2014 awards.

Potential Payments Upon Termination or Change in Control

The following tables show potential payments to our Named Executives under existing contracts, agreements, plans or arrangements, whether written or unwritten, for various scenarios under which a payment would be due in the event of a change in control or termination of employment of our Named Executives, assuming a December 31, 2014 termination date. Where applicable, the amounts listed below use the closing price of the Company’s common stock of $30.30 (as reported on the NYSE) as of December 31, 2014. These tables do not reflect amounts that would be payable to the Named Executives pursuant to benefits or awards that are already vested.

Except as otherwise indicated, amounts reported in the below tables for stock options, restricted stock units and performance shares/RSUs represent the value of unvested and accelerated shares or units, as applicable, calculated by:

• for stock options: multiplying the number of accelerated options by the difference between the exercise price and $30.30 (the closing price of the Company’s common stock on December 31, 2014); and

• for restricted stock units, performance shares and performance restricted stock units: multiplying the number of accelerated shares or units by $30.30 (the closing price of the Company’s common stock on December 31, 2014).

Estimated Value of Benefits to Be Received Upon Involuntary Termination Without Cause

The following table shows the estimated value of payments and other benefits due the Named Executives assuming their involuntary termination without cause as of December 31, 2014. In the event of a Named Executive’s termination with cause, none of these payments and other benefits would be due.

	Mr. Ferland		Ms. Apker		Mr. Gedeon		Mr. Carano		Mr. Data
Severance Payments	$	4,750,000	$	841,000	$	1,200,000	$	1,312,000	$	1,168,000
Cash Retention Award	$	1,900,000		—		—		—		—
Benefits Payment	$	51,974	$	38,016	$	57,374	$	51,444	$	52,473
EICP	$	1,090,031	$	162,252	$	184,425	$	313,669	$	214,281
Financial Planning	$	6,048		—		—	$	6,048	$	6,048
Supplemental Executive Retirement Plan (SERP)	$	77,299	$	29,693		—		—	$	19,827
Restoration Plan	$	111,297		—		—	$	7,937		—
Stock Options (unvested and accelerated)	$	899,061	$	23,562		—	$	7,427	$	61,593
Restricted Stock Units (unvested and accelerated)	$	3,183,712	$	103,323	$	74,720	$	297,273	$	254,096
Performance Shares/RSUs (unvested and unforfeited)	$	6,264,010	$	313,090	$	147,228	$	206,585	$	779,225
Tax Reimbursements		—		—		—		—		—
Total	$	18,333,432	$	1,510,936	$	1,663,747	$	2,202,383	$	2,555,543

Severance Payment.  The severance payments reported for each Named Executive represent a lump-sum cash payment equal to 2 times (2.5 times for Mr. Ferland) the sum of the Named Executive’s annual base salary and target bonus amount as in effect on the date of termination. This is the amount that would be payable

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pursuant to the Restructuring Transaction Retention Agreements that the Company entered into with each of Ms. Apker and Messrs. Ferland, Carano and Gedeon (the “retention agreements”), and the Restructuring Transaction Severance Agreement that the Company entered into with Mr. Data (the “Data severance agreement” and, collectively with the retention agreements, the “retention and severance agreements”) on or about November 5, 2014 in connection with the Company’s announcement of its plans to pursue the spin-off. The retention and severance agreements generally provide certain severance payments and benefits in the event that the Named Executive’s employment with the Company or one of its subsidiaries or a successor company is terminated prior to: (a) in the case of Mr. Ferland, the effective date of the proposed spin-off or certain other events described in the retention and severance agreements (each a “restructuring transaction”); and (b) for all other Named Executives, the first anniversary of the effective date of a restructuring transaction, either by the employer company for any reason other than “cause” or “disability” or by the Named Executive for “good reason” Under the retention and severance agreements, “cause” means:

• the willful and continued failure of the executive to perform substantially his or her duties (occasioned by reason other than physical or mental illness or disability) after a written demand for substantial performance is delivered to the participant by the compensation committee or the chief executive officer, which specifically identifies the manner in which the compensation committee or the chief executive officer believes that the participant has not substantially performed his or her duties, after which the participant will have 30 days to defend or remedy such failure to substantially perform his or her duties;

• the willful engaging by a participant in illegal conduct or gross misconduct, which is materially and demonstrably injurious to the Company; or

• the conviction of a participant with no further possibility of appeal, or plea of nolo contendere by the participant to, any felony or crime of falsehood.

Except as set forth on the following pages, the severance payments and benefits payable to our Named Executives are in lieu of any severance payments or benefits payable under any other severance plan, benefit or program of the Company, including the Company’s Executive Severance Plan. Receipt of severance benefits under the retention and severance agreements is subject to the Named Executive executing a general release of claims and agreeing to certain non-compete, nondisclosure and other restrictive covenants.

Cash Retention Award.  Mr. Ferland’s retention agreement provides a one-time cash retention award equal to two times the sum of Mr. Ferland’s salary in effect on the date of his retention agreement plus his 2014 target bonus under the EICP, 50% of which would be paid on each of the second and third anniversaries of a restructuring transaction if Mr. Ferland remains continuously employed with New B&W at each such date. If Mr. Ferland’s employment is terminated by the Company without cause (among other reasons) as of December 31, 2014, Mr. Ferland would become immediately vested in 50% of his cash retention award.

Benefits Payment.  Upon a termination for any reason other than cause under the retention and severance agreements, each Named Executive would also be entitled to a lump-sum payment equal to three times the full annual cost of coverage (COBRA continuation coverage in the case of Mr. Data) for the medical, dental and/or vision benefits in effect for the applicable Named Executive and his or her qualified beneficiaries as of the date of termination. This payment is subject to the same conditions described above for severance payments under the retention and severance agreements. The amounts reported for all Named Executives other than Mr. Data were determined by multiplying the annual cost of 2014 medical, dental and/or vision benefits for the Named Executive and his or her qualified beneficiaries by three. For Mr. Data, the amount reported was determined by multiplying the annual cost of his 2014 medical, dental and/or vision benefits for him and his qualified beneficiaries by 102%, and then by three.

EICP.  Upon a termination for any reason other than cause under the retention and severance agreements, each Named Executive would be entitled to the amount of his or her annual incentive award earned in 2014 under the EICP based on a December 31, 2014 termination date, contingent on the participant executing a general release of claims and restrictive covenants as described above.

Financial Planning.  If the Named Executive is terminated for any reason other than cause and he or she participated in the Company’s financial planning services as of December 31, 2014, the retention and severance agreements provide financial planning benefits until June 30^th of the year following the year in which the

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termination without cause occurred, so long as the services are not earlier terminated for all similarly situated employees. All Named Executives except for Ms. Apker and Mr. Gedeon participated in the financial planning benefit during 2014. The amounts reported in this column represent two times the most recent quarterly fee paid by the Company for the applicable Named Executive to receive such benefits.

SERP.  Pursuant to the retention and severance agreements, a Named Executive’s company account in the SERP becomes fully vested on, among other events, the date of the executive’s termination for any reason other than cause. Ms. Apker was 60% vested in her company account as of December 31, 2014 and Messrs. Ferland and Data were 20% and 80% vested, respectively, in their respective company accounts as of the same date. Accordingly, 40%, 80% and 20%, respectively, of the amount in their company accounts would be subject to accelerated vesting upon their termination without cause. Messrs. Carano and Gedeon were not participants in the SERP during 2014.

Restoration Plan.  The retention and severance agreements provide that a Named Executive’s company matching account and company service-based account become fully vested on, among other events, the date of the Named Executive’s termination for any reason other than cause. Ms. Apker and Mr. Data were each 100% vested in their Restoration Plan accounts as of December 31, 2014. Messrs. Ferland, Carano and Gedeon were 0% vested in their company matching accounts and company service-based accounts as of December 31, 2014. Accordingly, 100% of the amounts in their company matching accounts and company service-based accounts would be subject to accelerated vesting upon their termination without cause.

Equity Awards. The retention and severance agreements generally provide that all outstanding and unvested equity awards granted to our Named Executives prior to December 31, 2014 will become fully vested upon, among other events, termination for reasons other than cause, except that no such award that is subject to Internal Revenue Code Section 409A will be paid on a date earlier than is provided in the applicable award agreement to the extent necessary to avoid the imposition of tax penalties pursuant to Code Section 409A.

The stock option amounts reported for each Named Executive do not include the value of unvested and accelerated stock options granted during 2014. We omitted the 2014 stock option awards from the table above because the exercise price of our 2014 stock option awards exceeded the closing price of our common stock as of December 31, 2014, resulting in a net loss for those options.

Estimated Value of Benefits to Be Received Upon Voluntary Termination

No payments or other benefits would be due to our Named Executives assuming their voluntary termination as of December 31, 2014 (except for accrued but unpaid compensation) unless the Named Executives voluntarily terminated their employment for “good reason” as defined under their applicable retention and severance agreements. “Good reason” means:

• a material diminution in the duties or responsibilities of the Named Executive from those applicable immediately before the agreement date; but, in the case of all Named Executives other than Mr. Ferland, if the Named Executive has a position with either the Company or a successor company and, in either case, the employer is publicly traded, a material diminution in position, authority, duties or responsibilities will not have occurred if the Named Executive has a position, authority, duties and responsibilities substantially the same as those attendant to the Named Executive’s position with the Company immediately prior to the agreement date (notwithstanding that the business operations of the Company or such successor may be smaller or less complex);

• a material reduction in Named Executive’s annual salary as in effect immediately before the agreement date or as the same may be increased from time to time thereafter;

• the failure by the Company to continue in effect any compensation plan in which the Named Executive participates immediately before the agreement date which is material to the Named Executive’s total compensation, unless a comparable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue the Named Executive’s participation therein (or in such substitute or alternative plan) on a basis not materially less favorable than existed immediately before the agreement date, unless the action by the Company applies to all similarly situated employees;

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• the failure by the Company to continue to provide the Named Executive with material benefits in the aggregate that are substantially similar to those enjoyed by the Named Executive under any of the Company’s (or its Affiliates’) pension, savings, life insurance, medical, health and accident, or disability plans in which the Named Executive was participating immediately before the agreement date if such benefits are material to Named Executive’s total compensation, the taking of any other action by the Company which would directly or indirectly materially reduce any of such benefits or deprive the Named Executive of any fringe benefit enjoyed by him or her at the time of the agreement date if such fringe benefit is material to the Named Executive’s total compensation, unless the action by the Company applies to all similarly situated employees; or

• a change in the location of the Named Executive’s principal place of employment with the Company by more than 50 miles from the location where the Named Executive was principally employed as of the agreement date without the Named Executive’s consent.

The following table shows the estimated value of payments and other benefits due the Named Executives assuming their termination of employment for good reason under the retention and severance agreements as of December 31, 2014.

	Mr. Ferland		Ms. Apker		Mr. Gedeon		Mr. Carano		Mr. Data
Severance Payments	$	4,750,000	$	841,000	$	1,200,000	$	1,312,000	$	1,168,000
Cash Retention Award	$	1,900,000		—		—		—		—
Benefits Payment	$	51,974	$	38,016	$	57,374	$	51,444	$	52,473
EICP	$	1,090,031	$	162,252	$	184,425	$	313,669	$	214,281
Financial Planning	$	6,048		—		—	$	6,048	$	6,048
Supplemental Executive Retirement Plan (SERP)	$	77,299	$	29,693		—		—	$	19,827
Restoration Plan	$	11,297		—		—	$	7,937		—
Stock Options (unvested and accelerated)	$	899,061	$	23,562		—	$	7,427	$	61,593
Restricted Stock Units (unvested and accelerated)	$	3,183,712	$	103,323	$	74,720	$	297,273	$	254,096
Performance Shares/RSUs (unvested and unforfeited)	$	6,264,010	$	313,090	$	147,228	$	206,585	$	779,225
Tax Reimbursements		—		—		—		—		—
Total	$	18,333,432	$	1,510,936	$	1,663,747	$	2,202,383	$	2,555,543

Severance Payment.  The severance payments reported for each Named Executive represent a lump-sum cash payment equal to two times (2.5 times for Mr. Ferland) the sum of the Named Executive’s annual base salary and target bonus amount as in effect on the date of termination, which would have been payable pursuant to his or her applicable retention or severance agreement if he or she resigns for “good reason.”

Cash Retention Award.  Mr. Ferland’s retention agreement provides for a one-time cash retention award equal to two times the sum of Mr. Ferland’s salary in effect on the date of his retention agreement plus his 2014 target bonus under the EICP, 50% of which would be paid on each of the second and third anniversaries of a restructuring transaction if Mr. Ferland remains continuously employed with New B&W at each such date. If Mr. Ferland terminates his employment for good reason as of December 31, 2014, Mr. Ferland will become immediately vested in 50% of his cash retention award.

Benefits Payment.  Upon termination by the Named Executive for “good reason” under the retention and severance agreements, each Named Executive would also be entitled to a lump-sum payment equal to three times the full annual cost of coverage (COBRA continuation coverage in the case of Mr. Data) for the medical, dental and/or vision benefits in effect for the applicable Named Executive and his or her qualified beneficiaries as of the date of termination. This payment is subject to the same conditions described above for severance payments under the retention and severance agreements. The amounts reported for all Named Executives other than Mr. Data were determined by multiplying the annual cost of 2014 medical, dental and/or vision benefits for the Named Executive and his or her qualified beneficiaries by three. For Mr. Data, the amount reported was determined by multiplying the annual cost of his 2014 medical, dental and/or vision benefits for him and his qualified beneficiaries by 102%, and then by three.

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EICP.  Upon a termination by a Named Executive for good reason under the retention and severance agreements, each Named Executive would be entitled to the amount of his or her annual incentive award earned in 2014 under the EICP based on a December 31, 2014 termination date, contingent on the participant executing a general release of claims and restrictive covenants as described above.

Financial Planning.  If the Named Executive terminates his or her employment for good reason under his or her retention or severance agreement and he or she participated in the Company’s financial planning services as of December 31, 2014, he or she would be entitled to financial planning benefits until June 30^th of the year following the year in which the termination for good reason occurred, so long as the services are not earlier terminated for all similarly situated employees. All Named Executives except for Ms. Apker and Mr. Gedeon participated in financial planning benefit during 2014. The amounts reported in this column represent two times the most recent quarterly fee paid by the Company for the applicable Named Executive to receive such benefits.

SERP.  Pursuant to the retention and severance agreements, a Named Executive’s company account in the SERP becomes fully vested on, among other events, the date of the executive’s termination for good reason. Ms. Apker was 60% vested in her company account as of December 31, 2014 and Messrs. Ferland and Data were 20% and 80% vested, respectively, in their respective company accounts as of the same date. Accordingly, 40%, 80% and 20%, respectively, of the amount in their company accounts would be subject to accelerated vesting upon their termination for good reason. Messrs. Carano and Gedeon were not participants in the SERP during 2014.

Restoration Plan.  The retention and severance agreements provide that a Named Executive’s company matching account and company service-based account become fully vested on, among other events, the date the Named Executive terminates his or her employment for good reason. Ms. Apker and Mr. Data were each 100% vested in their Restoration Plan accounts as of December 31, 2014. Messrs. Ferland, Carano and Gedeon were 0% vested in their company matching accounts and company service-based accounts as of December 31, 2014. Accordingly, 100% of the amounts in their company matching accounts and company service-based accounts would be subject to accelerated vesting upon their termination of employment for good reason.

Equity Awards.  The retention and severance agreements generally provide that all outstanding and unvested equity awards granted to our Named Executives prior to December 31, 2014 will become fully vested upon, among other events, their termination of employment for good reason, except that no such award that is subject to Internal Revenue Code Section 409A will be paid on a date earlier than is provided in the applicable award agreement to the extent necessary to avoid the imposition of tax penalties pursuant to Code Section 409A.

The stock option amounts reported for each Named Executive do not include the value of unvested and accelerated stock options granted during 2014. We omitted the 2014 stock option awards from the table above because the exercise price of our 2014 stock option awards exceeded the closing price of our common stock as of December 31, 2014, resulting in a net loss for those options.

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Estimated Value of Benefits to Be Received Upon Termination Due to Death or Disability

The following table shows the value of payments and other benefits due to the Named Executives assuming the termination of their employment by reason of death or disability as of December 31, 2014.

	Mr. Ferland		Ms. Apker		Mr. Gedeon		Mr. Carano		Mr. Data
Severance Payments(1)	$	950,000	$	290,000	$	375,000	$	820,000	$	365,000
Cash Retention Award	$	3,800,000		—		—		—		—
COBRA Payments(1)	$	13,253	$	9,694	$	14,630	$	13,118	$	13,118
Outplacement Services(1)	$	6,750	$	6,750	$	6,750	$	6,750	$	6,750
EICP		—		—		—		—		—
Financial Planning	$	14,143		—		—	$	14,143	$	14,143
Supplemental Executive Retirement Plan (SERP)	$	77,299	$	29,693		—		—	$	19,827
Restoration Plan	$	111,297		—		—	$	7,937		—
Stock Options (unvested and accelerated)	$	899,061	$	23,512		—	$	7,427	$	61,593
Restricted Stock Units (unvested and accelerated)	$	3,183,712	$	103,323	$	74,720	$	297,273	$	254,096
Performance Shares/RSUs (unvested and unforfeited)	$	6,264,010	$	313,090	$	147,228	$	206,585	$	779,225
Total	$	15,319,525	$	776,062	$	618,328	$	1,373,233	$	1,513,752

⁽¹⁾  These benefits would not be payable in the event of a Named Executive’s death.

Severance Payment. The severance payments reported for each Named Executive represent lump-sum cash payments equal to 52 weeks base salary as in effect on the date of termination. This is the amount that would have been payable under The Babcock & Wilcox Executive Severance Plan dated November 5, 2012 (the “Executive Severance Plan”). Through this plan, eligible employees are entitled to receive specified severance benefits, including the severance payment reported, in the event their employment is terminated due to a termination by the Company by reason of a Named Executive being unable to perform his or her duties due to their physical or mental illness or disability. The Executive Severance Plan generally provides for benefits in the event a Named Executive is terminated by the Company for reasons other than “cause.” “Cause” is defined to exclude instances where an eligible employee is unable to perform his or her duties by reason of his or her physical or mental illness or disability.

Cash Retention Award.  Mr. Ferland’s retention agreement provides for a one-time cash retention award equal to two times the sum of Mr. Ferland’s salary in effect on the date of his retention agreement plus his 2014 target bonus under the EICP, 50% of which would be paid on each of the second and third anniversaries of a restructuring transaction if Mr. Ferland remains continuously employed with New B&W at each such date. Any unvested portion of the cash retention award is payable in full upon Mr. Ferland’s death or “disability” so long as he remains continuously employed by the Company through the date of death or last date of employment due to “disability.” Under the terms of Mr. Ferland’s retention agreement, “disability” means the circumstances that would qualify for long term disability under the Company’s long term disability plan. The disability plan defines “disability” to generally mean that, due to sickness, pregnancy or accidental injury, an employee is receiving “appropriate care” and “treatment from a doctor” (each as defined in the long term disability plan) on a continuing basis, and during the employee’s “elimination period” (as defined in the disability plan) and the next 24 month period, the employee is unable to earn more than 80% of his or her predisability earnings or indexed predisability earnings at his or her occupation for any employer in his or her local economy; or after the 24 month period, the employee is unable to earn more than 60% of his or her indexed predisability earnings from any employer in his or her local economy, and which provides the employee with substantially the same earning capacity as the employee’s former earning capacity prior to the start of his or her disability.

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COBRA Payments.  Upon a termination by the Company for any reason other than cause under our Executive Severance Plan, each Named Executive would be entitled to a lump-sum payment equal to nine months of COBRA premiums for the medical, dental and/or vision benefits in effect for the Named Executive and his or her qualified beneficiaries as of the date of termination. The amounts reported were determined by multiplying the annual cost of 2014 medical, dental and/or vision benefits for the Named Executive and his or her qualified beneficiaries by 102%, and then multiplying the product by three-fourths. Our Executive Severance Plan also provides for extended availability of COBRA coverage from 18 to 24 months.

Outplacement Services.  Each Named Executive would be entitled to 12 months of employer-paid outplacement services under our Executive Severance Plan following his or her termination by the Company for reasons other than cause. The amounts reported represent the per-person cost our company would incur to engage our third-party service provider for 12 months of executive outplacement services.

Financial Planning.  Under the terms of the agreement with our financial planning service provider, each Named Executive is entitled to financial planning benefits for one year following his or her long-term disability, among other events, so long as the agreement has not been earlier terminated. The amounts reported in this column represent the amount the Company paid for financial planning services for the Named Executive to receive such benefits in 2014.

SERP.  Under the terms of the SERP, an executive’s company account fully vests on, among other events, the executive’s death or disability. Ms. Apker was 60% vested in her company account as of December 31, 2014 and Messrs. Ferland and Data were 20% and 80% vested, respectively, in their respective company accounts as of the same date. Accordingly, 40%, 80% and 20%, respectively, of the amount in their company accounts would be subject to accelerated vesting upon their termination due to death or disability. Messrs. Carano and Gedeon were not participants in the SERP during 2014.

Restoration Plan.  Under our Restoration Plan, an executive’s company matching account and company service-based account become fully vested on, among other events, the date of the executive’s death or disability. Ms. Apker and Mr. Data were each 100% vested in their Restoration Plan accounts as of December 31, 2014. Messrs. Ferland, Carano and Gedeon were 0% vested in their company matching accounts and company service-based accounts as of December 31, 2014. Accordingly, 100% of the amounts in their company matching accounts and company service-based accounts would be subject to accelerated vesting upon their termination of employment due to death or disability.

Equity Awards.  Under the terms of the awards outstanding for each Named Executive as of December 31, 2014, all unvested stock awards become vested and all unvested option awards become vested and exercisable in the event the applicable Named Executive’s employment terminates by reason of his or her death or disability. Additionally, the retention agreements with Ms. Apker and Messrs. Ferland, Carano and Gedeon generally provide that the retention equity award granted pursuant to the terms of the retention agreement becomes fully vested upon, among other events, their termination of employment due to the Named Executive’s death or disability, so long as the Named Executive remained continuously employed by the Company through the date of death or the date of separation from service due to disability.

The stock option amounts reported for each Named Executive do not include the value of unvested and accelerated stock options granted during 2014. We omitted the 2014 stock option awards from the table above because the exercise price of our 2014 stock option awards exceeded the closing price of our common stock as of December 31, 2014, resulting in a net loss for those options.

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Estimated Value of Benefits to Be Received Upon Change in Control

The following table shows the estimated value of payments and other benefits due the Named Executives assuming a change in control and termination as of December 31, 2014.

	Mr. Ferland		Ms. Apker		Mr. Gedeon		Mr. Carano		Mr. Data
Severance Payments	$	4,750,000	$	841,000	$	1,200,000	$	1,312,000	$	1,168,000
EICP	$	950,000	$	130,500	$	151,027	$	246,000	$	219,000
Financial Planning	$	14,143		—		—	$	14,143	$	14,143
Supplemental Executive Retirement Plan (SERP)	$	77,299	$	29,093		—		—	$	19,827
Restoration Plan	$	111,297		—		—	$	7,937		—
Benefits	$	51,974	$	38,016	$	57,374	$	51,444	$	51,444
Stock Options (unvested and accelerated)	$	899,061	$	23,562		—	$	7,427	$	61,593
Restricted Stock Units (unvested and accelerated)	$	3,183,712	$	103,323	$	74,720	$	297,273	$	254,096
Performance Shares (unvested and accelerated)	$	6,264,010	$	313,090	$	147,228	$	206,585	$	779,225
Tax Reimbursements		—		—		—		—		—
Total	$	16,301,496	$	1,478,584	$	1,630,349	$	2,142,809	$	2,567,328

The Company has change in control agreements with various officers, including each of our Named Executives. With the exception of Mr. Ferland, the retention and severance agreements generally provide that in the event of a change in control (which generally means the same as it does under the Company’s change-in-control agreements), the Named Executive’s change-in-control agreement with the Company will control. This is also generally true for Mr. Ferland, except that his retention agreement modified his change-in-control agreement to reduce the multiplier of his severance payment based on salary from 2.99 to 2.5 prior to the effective date of a restructuring transaction, which had not occurred as of December 31, 2014.

Generally, under the Company’s change-in-control agreements, if a Named Executive is terminated within one year following a change in control either (1) by the company for any reason other than cause or death or disability; or (2) by the Named Executive for good reason, the Named Executive is entitled to receive:

• accelerated vesting in the executive’s SERP account;

• accelerated vesting in any outstanding equity awards;

• a cash severance payment;

• a prorated target EICP payment;

• payment of the prior year’s EICP payment, if unpaid at termination; and

• a cash payment for health benefits coverage.

In addition to these payments, the Named Executive would be entitled to various accrued benefits earned through the date of termination, such as earned but unpaid salary and earned but unused vacation and reimbursements.

Under the Company’s change in control agreements, a “change in control” will be deemed to have occurred on the occurrence of any of the following:

• Any person, other than an ERISA-regulated pension plan established by the Company or its affiliates makes an acquisition of outstanding voting stock and is, immediately thereafter, the beneficial owner of 30% or more of the then outstanding voting stock, unless such acquisition is made directly from

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the Company in a transaction approved by a majority of the incumbent directors; or any group is formed that is the beneficial owner of 30% or more of the outstanding voting stock (other than a group formation for the purpose of making an acquisition directly from the Company and approved (prior to such group formation) by a majority of the incumbent directors);

• individuals who are incumbent directors cease for any reason to constitute a majority of the members of the board of directors;

• consummation of a business combination unless, immediately following such business combination, (i) all or substantially all of the individuals and entities that were the beneficial owners of the outstanding voting stock immediately before such business combination beneficially own, directly or indirectly, more than 51% of the then outstanding shares of voting stock of the parent corporation resulting from such business combination in substantially the same relative proportions as their ownership, immediately before such business combination, of the outstanding voting stock, (ii) if the business combination involves the issuance or payment by the Company of consideration to another entity or its stockholders, the total fair market value of such consideration plus the principal amount of the consolidated long-term debt of the entity or business being acquired (in each case, determined as of the date of consummation of such business combination by a majority of the incumbent directors) does not exceed 50% of the sum of the fair market value of the outstanding voting stock plus the principal amount of the Company’s consolidated long-term debt (in each case, determined immediately before such consummation by a majority of the incumbent directors), (iii) no person (other than any corporation resulting from such business combination) beneficially owns, directly or indirectly, 30% or more of the then outstanding shares of voting stock of the parent corporation resulting from such business combination and (iv) a majority of the members of the board of directors of the parent corporation resulting from such business combination were incumbent directors of the Company immediately before consummation of such business combination; or

• consummation of a major asset disposition unless, immediately following such major asset disposition, (i) individuals and entities that were beneficial owners of the outstanding voting stock immediately before such major asset disposition beneficially own, directly or indirectly, more than 70% of the then outstanding shares of voting stock (if it continues to exist) and of the entity that acquires the largest portion of such assets (or the entity, if any, that owns a majority of the outstanding voting stock of such acquiring entity) and (ii) a majority of the members of the board of directors (if it continues to exist) and of the entity that acquires the largest portion of such assets (or the entity, if any, that owns a majority of the outstanding voting stock of such acquiring entity) were incumbent directors of the Company immediately before consummation of such major asset disposition.

Severance Payment.  The severance payment made to each Named Executive, with the exception of Mr. Ferland, in connection with a change in control is a cash payment equal to two times the sum of (1) the executive’s annual base salary prior to termination and (2) the same annual base salary multiplied by the executive’s target annual incentive compensation percentage for the year in which the termination occurs. As modified by his retention agreement, the severance payment made to Mr. Ferland in connection with a change in control is a cash payment equal to two and a half times the sum of (1) his annual base salary prior to termination and (2) the same annual base salary multiplied by his target EICP percentage for the year in which the termination occurs. Assuming a termination as of December 31, 2014, the severance payment under a change in control would have been calculated based on the following:

• Mr. Ferland: $950,000 base salary and $950,000 target annual incentive compensation (100% of his annual base salary);

• Ms. Apker: $290,000 base salary and $130,500 target annual incentive compensation (45% of her annual base salary);

• Mr. Gedeon: $375,000 base salary and $225,000 target annual incentive compensation (60% of his annual base salary); and

• Mr. Carano: $410,000 base salary and $246,000 target annual incentive compensation (60% of his annual base salary); and

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• Mr. Data: $365,000 base salary and $219,000 target annual incentive compensation (60% of his annual base salary); and

EICP Payment.  Depending on the timing of the termination relative to the payment of an EICP award, the applicable executive could receive up to two EICP payments in connection with termination resulting from a change in control, as follows:

• If an EICP award for the year prior to termination is paid to other EICP participants after the date of the executive’s termination, the executive would be entitled to receive the actual amount of the award determined under the EICP for such prior year (without the exercise of any downward discretion). The 2013 EICP awards were paid before December 31, 2014. As a result, no payment would have been due to our Named Executives in this respect.

• The executive would be entitled to a prorated target EICP payment equal to the product of the Named Executive’s annual base salary and EICP target percentage, with the product prorated based on the number of days the Named Executive was employed during the year in which the termination occurs. Based on a December 31, 2014 termination, each Named Executive other than Mr. Gedeon would have been entitled to an EICP payment equal to 100% of his or her 2014 target EICP, as in effect immediately prior to the date of termination. Based on a December 31, 2014 termination, Mr. Gedeon would have been entitled to an EICP payment equal to 67% of his 2014 target EICP.

Financial Planning.  Under the terms of the agreement with the Company’s financial planning service provider, each Named Executive is entitled to financial planning benefits for one year following a change in control, so long as the agreement has not been earlier terminated. The amounts reported in this column represent the fee that would be required to be paid for each such Named Executive to receive such benefits. “Change of control” is not defined under the agreement.

SERP.  Under the terms of the Company’s SERP, an executive’s company account becomes fully vested on, among other events, the date a change in control occurs. Ms. Apker was 60% vested in her company account as of December 31, 2014 and Messrs. Ferland and Data were 20% and 80% vested, respectively, in their respective company accounts as of the same date. Accordingly, 40%, 80% and 20%, respectively, of the amount in their company accounts would be subject to accelerated vesting upon their termination for good reason. Messrs. Carano and Gedeon were not participants in the SERP during 2014. Under the SERP, a “change in control” occurs under the same circumstances described above with respect to the change-in-control agreements.

Restoration Plan.  Under the Company’s Restoration Plan, an executive’s company matching account and company service-based account become fully vested on, among other events, the date a change in control occurs Ms. Apker and Mr. Data were each 100% vested in their Restoration Plan accounts as of December 31, 2014. Messrs. Ferland, Carano and Gedeon were 0% vested in their company matching accounts and company service-based accounts as of December 31, 2014. Accordingly, 100% of the amounts in their company matching accounts and company service-based accounts would be subject to accelerated vesting upon their termination of employment following a change of control. “Change in control” has a substantially similar meaning under the Company’s Restoration Plan as it does under the Company’s change in control agreements, except that a participant in the Company’s Restoration Plan is excluded from accelerated vesting if the participant is part of a purchasing group that consummates a transaction that qualifies as a change of control under the Restoration Plan.

Benefits.  The amounts reported represent three times the full annual cost of coverage for medical, dental and vision benefits provided to the Named Executive and their covered dependents for the year ended December 31, 2014.

Tax Reimbursements.  The agreements do not provide any tax reimbursement on the benefits. Instead, the agreements contain a “modified cutback” provision, which acts to reduce the benefits payable to a Named Executive to the extent necessary so that no excise tax would be imposed on the benefits paid, but only if doing so would result in the Named Executive retaining a larger after-tax amount.

Equity Awards.  Under the terms of the awards outstanding, all unvested stock and option awards would become vested on a change in control, regardless of whether there is a subsequent termination of employment. Under the Company’s 2010 LTIP, a “change in control” occurs under the same circumstances described above

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with respect to the Company’s change-in-control agreements. See “Equity Awards” under the “Estimated Value of Benefits to Be Received Upon Termination Due to Death or Disability” table above for more information regarding the amounts reported for stock option awards, which information is also applicable to the “Estimated Value of Benefits to Be Received Upon Change in Control” table above.

The stock option amounts reported for each Named Executive do not include the value of unvested and accelerated stock options granted during 2014. We omitted the 2014 stock option awards from the table above because the exercise price of our 2014 stock option awards exceeded the closing price of our common stock as of December 31, 2014, resulting in a net loss for those options.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Before the spin-off, all of the outstanding shares of our common stock are and will be owned beneficially and of record by the Company. The following table sets forth information with respect to the expected beneficial ownership of our common stock immediately following completion of the spin-off by:

• each stockholder who is expected following the spin-off to beneficially own more than 5% of our common stock;

• each executive officer named in the Summary Compensation Table;

• each of our directors; and

• all of our executive officers and directors as a group.

We have based the percentage of class amounts set forth below on each indicated person’s beneficial ownership of Company common stock as of                     , 2015, unless we indicate some other basis for the share amounts, and based on the distribution of             share of our common stock for every             shares of Company common stock outstanding. To the extent our directors and executive officers own unrestricted shares of Company common stock at the time of the spin-off, they will participate in the distribution of shares of common stock in the spin-off on the same terms as other holders of Company common stock. Following the spin-off, we will have an aggregate of approximately             million shares of common stock outstanding, based on approximately             million shares of Company common stock outstanding on             , 2015. The number of shares beneficially owned by each stockholder, director or officer is determined according to the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. The mailing address for each of the directors and executive officers is The Harris Building, 13024 Ballantyne Corporate Place, Suite 700, Charlotte, NC 28277.

Information regarding beneficial ownership of our common stock will be provided in an amendment to this information statement.

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DESCRIPTION OF CAPITAL STOCK

Introduction

In the discussion that follows, we have summarized selected provisions of our certificate of incorporation and bylaws relating to our capital stock. This summary is not complete. This discussion is qualified in its entirety by reference to our certificate of incorporation and bylaws. You should read the provisions of our certificate of incorporation and bylaws as currently in effect for provisions that may be important to you. We will file copies of those documents with the SEC, and they will be incorporated by reference as exhibits to the registration statement on Form 10 of which this information statement forms a part. See “Where You Can Find More Information.”

Authorized Capital Stock

Our authorized capital stock consists of:

• 200,000,000 shares of common stock; and

• 20,000,000 shares of preferred stock, issuable in series.

Each authorized share of common stock has a par value of $0.01. The authorized shares of preferred stock have a par value of $0.01 per share. Immediately following the spin-off, we expect that approximately          million shares of our common stock will be outstanding, based on the distribution of             share of our common stock for every             shares of Company common stock outstanding and the anticipated number of shares of Company common stock outstanding as of the record date. The actual number of shares of our common stock to be distributed in the spin-off will be determined based on the actual number of shares of Company common stock outstanding as of the record date. Immediately following the spin-off, no shares of our preferred stock will be issued and outstanding.

Common Stock

Each share of our common stock entitles its holder to one vote in the election of each director and on all other matters voted on generally by our stockholders, other than any matter that (1) solely relates to the terms of any outstanding series of preferred stock or the number of shares of that series and (2) does not affect the number of authorized shares of preferred stock or the powers, privileges and rights pertaining to the common stock. No share of our common stock affords any cumulative voting rights. This means that the holders of a majority of the voting power of the shares voting for the election of directors can elect all directors to be elected if they choose to do so. Our board of directors may grant holders of preferred stock, in the resolutions creating the series of preferred stock, the right to vote on the election of directors or any questions affecting New B&W.

Holders of our common stock will be entitled to dividends in such amounts and at such times as our board of directors in its discretion may declare out of funds legally available for the payment of dividends. We currently intend to retain our entire available discretionary cash flow to finance the growth, development and expansion of our business and do not anticipate paying any cash dividends on the common stock in the foreseeable future. Any future dividends will be paid at the discretion of our board of directors after taking into account various factors, including:

• general business conditions;

• industry practice;

• our financial condition and performance;

• our future prospects;

• our cash needs and capital investment plans;

• our obligations to holders of any preferred stock we may issue;

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• income tax consequences; and

• the restrictions Delaware and other applicable laws and our contractual arrangements then impose.

If we liquidate or dissolve our business, the holders of our common stock will share ratably in all our assets that are available for distribution to our stockholders after our creditors are paid in full and the holders of all series of our outstanding preferred stock, if any, receive their liquidation preferences in full.

Our common stock has no preemptive rights and is not convertible or redeemable or entitled to the benefits of any sinking or repurchase fund. All shares of common stock to be distributed in connection with the spin-off will be fully paid and nonassessable.

We intend to list our common stock on the New York Stock Exchange under the symbol “BW.”

The transfer agent and registrar for our common stock is Computershare Trust Company, N.A.

Preferred Stock

At the direction of our board of directors, without any action by the holders of our common stock, we may issue one or more series of preferred stock from time to time. Our board of directors can determine the number of shares of each series of preferred stock, the designation, powers, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions applicable to any of those rights, including dividend rights, voting rights, conversion or exchange rights, terms of redemption and liquidation preferences, of each series.

Undesignated preferred stock may enable our board of directors to render more difficult or to discourage an attempt to obtain control of New B&W by means of a tender offer, proxy contest, merger or otherwise, and thereby to protect the continuity of our management. The issuance of shares of preferred stock may adversely affect the rights of our common stockholders. For example, any preferred stock issued may rank senior to the common stock as to dividend rights, liquidation preference or both, may have full or limited voting rights and may be convertible into shares of common stock. As a result, the issuance of shares of preferred stock, or the issuance of rights to purchase shares of preferred stock, may discourage an unsolicited acquisition proposal or bids for our common stock or may otherwise adversely affect the market price of our common stock or any existing preferred stock.

Limitation on Directors’ Liability

Delaware law authorizes Delaware corporations to limit or eliminate the personal liability of their directors to them and their stockholders for monetary damages for breach of a director’s fiduciary duty of care. The duty of care requires that, when acting on behalf of the corporation, directors must exercise an informed business judgment based on all material information reasonably available to them. Absent the limitations Delaware law authorizes, directors of Delaware corporations are accountable to those corporations and their stockholders for monetary damages for conduct constituting gross negligence in the exercise of their duty of care. Delaware law enables Delaware corporations to limit available relief to equitable remedies such as injunction or rescission. Our certificate of incorporation limits the liability of our directors to us and our stockholders to the fullest extent Delaware law permits. Specifically, no director will be personally liable for monetary damages for any breach of the director’s fiduciary duty as a director, except for liability:

• for any breach of the director’s duty of loyalty to us or our stockholders;

• for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

• for unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the General Corporation Law of the State of Delaware; and

• for any transaction from which the director derived an improper personal benefit.

This provision could have the effect of reducing the likelihood of derivative litigation against our directors and may discourage or deter our stockholders or management from bringing a lawsuit against our directors for

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breach of their duty of care, even though such an action, if successful, might otherwise have benefited us and our stockholders. Our bylaws provide indemnification to our officers and directors and other specified persons with respect to their conduct in various capacities. See “Indemnification of Directors and Officers.”

Statutory Business Combination Provision

As a Delaware corporation, we are subject to Section 203 of the General Corporation Law of the State of Delaware. In general, Section 203 prevents an “interested stockholder,” which is defined generally as a person owning 15% or more of a Delaware corporation’s outstanding voting stock or any affiliate or associate of that person, from engaging in a broad range of “business combinations” with the corporation for three years following the date that person became an interested stockholder unless:

• before that person became an interested stockholder, the board of directors of the corporation approved the transaction in which that person became an interested stockholder or approved the business combination;

• on completion of the transaction that resulted in that person’s becoming an interested stockholder, that person owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, other than stock held by (1) directors who are also officers of the corporation or (2) any employee stock plan that does not provide employees with the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

• following the transaction in which that person became an interested stockholder, both the board of directors of the corporation and the holders of at least two-thirds of the outstanding voting stock of the corporation not owned by that person approve the business combination.

Under Section 203, the restrictions described above also do not apply to specific business combinations proposed by an interested stockholder following the announcement or notification of designated extraordinary transactions involving the corporation and a person who had not been an interested stockholder during the previous three years or who became an interested stockholder with the approval of a majority of the corporation’s directors, if a majority of the directors who were directors prior to any person’s becoming an interested stockholder during the previous three years, or were recommended for election or elected to succeed those directors by a majority of those directors, approve or do not oppose that extraordinary transaction.

Anti-Takeover Effects of Provisions of our Certificate of Incorporation and Bylaws

Some of the provisions of our certificate of incorporation and bylaws discussed below may have the effect, either alone or in combination with Section 203 of the General Corporation Law of the State of Delaware, of making more difficult or discouraging a tender offer, proxy contest, merger or other takeover attempt that our board of directors opposes but that a stockholder might consider to be in its best interest.

We expect our certificate of incorporation to provide that our stockholders may act only at an annual or special meeting of stockholders and may not act by written consent. We expect our bylaws to provide that only a majority of our board of directors or the chairman of our board of directors may call a special meeting of our board of directors or our stockholders.

We expect our certificate of incorporation to provide for a classified board of directors. We expect our board of directors to be divided into three classes, with the directors of each class as nearly equal in number as possible. At each annual meeting of our stockholders, the term of a different class of our directors will expire. As a result, we contemplate that our stockholders will elect approximately one-third of our board of directors each year. This system of electing and removing directors may discourage a third party from making a tender offer or otherwise attempting to obtain control of us, because it generally makes it more difficult for stockholders to replace a majority of the directors.

We expect our certificate of incorporation to provide that the number of directors will be fixed exclusively by, and may be increased or decreased exclusively by, our board of directors from time to time, but will not be less than three. We expect our certificate of incorporation to provide that directors may be removed only with cause or upon a board determination (as such terms are defined in our certificate of incorporation) and, in either case, by a vote of at least 80% of the voting power of our outstanding voting stock. A vacancy on our board of directors may

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be filled by a vote of a majority of the directors in office, and a director appointed to fill a vacancy serves for the remainder of the term of the class of directors in which the vacancy occurred. These provisions will prevent our stockholders from removing incumbent directors without cause and filling the resulting vacancies with their own nominees.

We expect our bylaws to contain advance notice and other procedural requirements that apply to stockholder nominations of persons for election to our board of directors at any annual or special meeting of stockholders and to stockholder proposals that stockholders take any other action at any annual meeting. In the case of any annual meeting, we expect a stockholder proposing to nominate a person for election to our board of directors or proposing that any other action be taken will have to give our Corporate Secretary written notice of the proposal not less than 90 days and not more than 120 days before the anniversary of the date of the immediately preceding annual meeting of stockholders. We expect these stockholder proposal deadlines to be subject to exceptions if the pending annual meeting date is more than 30 days prior to or more than 30 days after the anniversary of the immediately preceding annual meeting. If the chairman of our board of directors or a majority of our board of directors calls a special meeting of stockholders for the election of directors, a stockholder proposing to nominate a person for that election will have to give our Corporate Secretary written notice of the proposal not earlier than 120 days prior to that special meeting and not later than the last to occur of (1) 90 days prior to that special meeting or (2) the 10th day following the day we publicly disclose the date of the special meeting. Our bylaws prescribe specific information that any such stockholder notice must contain. These advance notice provisions may have the effect of precluding a contest for the election of our directors or the consideration of stockholder proposals if the proper procedures are not followed, and of discouraging or deterring a third party from conducting a solicitation of proxies to elect its own slate of directors or to approve its own proposal, without regard to whether consideration of those nominees or proposals might be harmful or beneficial to us and our stockholders.

We expect our certificate of incorporation to provide that our stockholders may adopt, amend and repeal our bylaws at any regular or special meeting of stockholders by a vote of at least 80% of the voting power of our outstanding voting stock, provided the notice of intention to adopt, amend or repeal the bylaws has been included in the notice of that meeting. We expect our certificate of incorporation to also confer on our board of directors the power to adopt, amend or repeal our bylaws with the affirmative vote of a majority of the directors then in office.

As discussed above under “—Preferred Stock,” we expect our certificate of incorporation to authorize our board of directors, without the approval of our stockholders, to provide for the issuance of all or any shares of our preferred stock in one or more series and to determine the designation, powers, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions applicable to any of those rights, including dividend rights, voting rights, conversion or exchange rights, terms of redemption and liquidation preferences, of each series. The issuance of shares of our preferred stock or rights to purchase shares of our preferred stock could discourage an unsolicited acquisition proposal. In addition, under some circumstances, the issuance of preferred stock could adversely affect the voting power of our common stockholders.

In addition to the purposes described above, these provisions of our certificate of incorporation and bylaws could also be intended to increase the bargaining leverage of our board of directors, on behalf of our stockholders, in any future negotiations concerning a potential change of control of New B&W. Our board of directors has observed that certain tactics that bidders employ in making unsolicited bids for control of a corporation, including hostile tender offers and proxy contests, have become relatively common in modern takeover practice. Our board of directors considers those tactics to be disruptive and potentially contrary to the overall best interests of its stockholders. In particular, bidders may use these tactics in conjunction with an attempt to acquire a corporation at an unfairly low price. In some cases, a bidder will make an offer for less than all the outstanding capital stock of the target company, potentially leaving stockholders with the alternatives of partially liquidating their investment at a time that may be disadvantageous to them or retaining an investment in the target company under substantially different management with objectives that may not be the same as the new controlling stockholder. The concentration of control in New B&W that could result from such an offer could deprive our remaining stockholders of the benefits of listing on the New York Stock Exchange and public reporting under the Exchange Act.

While our board of directors does not intend to foreclose or discourage reasonable merger or acquisition proposals, it believes that value for our stockholders can be enhanced by encouraging would-be acquirers to

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forego hostile or coercive tender offers and negotiate terms that are fair to all stockholders with our board of directors. Our board of directors believes that the provisions described above will (1) discourage disruptive tactics and takeover attempts at unfair prices or on terms that do not provide all stockholders with the opportunity to sell their stock at a fair price and (2) encourage third parties who may seek to acquire control of New B&W to initiate such an acquisition through negotiations directly with our board of directors. Our board of directors also believes these provisions will help give it the time necessary to evaluate unsolicited offers, as well as appropriate alternatives, in a manner that assures fair treatment of our stockholders. Our board of directors recognizes that a takeover might in some circumstances be beneficial to some or all of our stockholders, but, nevertheless, believes that the benefits of seeking to protect its ability to negotiate with the proponent of an unfriendly or unsolicited proposal to take over or restructure New B&W outweigh the disadvantages of discouraging those proposals.

Sale of Unregistered Securities

On January 13, 2015, we issued 1,000 shares of our common stock to the Company in connection with our formation pursuant to Section 4(2) of the Securities Act. We did not register the issuance of these shares under the Securities Act because such issuance did not constitute a public offering.

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INDEMNIFICATION OF DIRECTORS AND OFFICERS

Delaware Law

Section 145 of the General Corporation Law of the State of Delaware provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses including attorney’s fees, judgments, fines and amounts paid in settlement in connection with various actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation, such as a derivative action), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of any actions by or in the right of the corporation, except that indemnification only extends to expenses, including attorneys’ fees, incurred in connection with the defense or settlement of such actions, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s certificate of incorporation, bylaws, agreement, a vote of stockholders or disinterested directors or otherwise.

Our Certificate of Incorporation and Bylaws

Our certificate of incorporation provides that a director of the corporation will not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duties as a director, except for liability (a) for any breach of that director’s duty of loyalty to us or our stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the General Corporation Law of the State of Delaware, as the same exists or as the provision hereafter may be amended, supplemented or replaced, or (d) for any transactions from which that director derived an improper personal benefit.

Our bylaws provide that we will indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person or a person for whom such person is the legal representative, is or was a director or officer of us or, while a director or officer of us, is or was serving at our request as a director, officer, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust or other enterprise, including service with respect to employee benefit plans, against all liability and losses suffered and expenses (including attorneys’ fees) incurred by such person in connection with such action, suit or proceeding. Our bylaws also provide that we will pay the expenses incurred by a director or officer in defending any such proceeding in advance of its final disposition, subject to such person providing us with specified undertakings. Notwithstanding the foregoing, our bylaws provide that we will be required to indemnify or make advances to a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by our board of directors. These rights are not exclusive of any other right that any person may have or may acquire under any statute, provision of our certificate of incorporation, bylaws, agreement, vote of stockholders or disinterested directors or otherwise. No amendment, modification or repeal of those provisions will in any way adversely affect any right or protection under those provisions of any person in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

Our bylaws also permit us to secure and maintain insurance on behalf of any of our directors, officers, employees or agents and each person who is, or was, serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, limited liability company, trust or other enterprise for any liability asserted against and incurred by such person in any such capacity. We intend to obtain directors’ and officers’ liability insurance providing coverage to our directors and officers.

Director and Officer Indemnification Agreements

We intend to enter into indemnification agreements with each of our directors and executive officers that will require us to indemnify such persons to the fullest extent permitted by Delaware law, from claims and losses arising from their service to us (other than certain claims brought by the indemnified party against us or any of our officers and directors). The agreements also are expected to provide each indemnified person with expense

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advancement to the extent the expenses arise from, or might reasonably be expected to arise from, an indemnifiable claim and are expected to contain additional terms meant to facilitate a determination of the indemnified person’s entitlement to such benefits. Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses including attorneys’ fees, judgments, fines and amounts paid in settlement in connection with various actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation, such as a derivative action), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of any actions by or in the right of the corporation, except that indemnification only extends to expenses, including attorneys’ fees, incurred in connection with the defense or settlement of such actions, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s certificate of incorporation, bylaws, agreement, a vote of stockholders or disinterested directors or otherwise.

Our certificate of incorporation provides that we will indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person or a person for whom such person is the legal representative, is or was a director or officer of us or, while a director or officer of us, is or was serving at our request as a director, officer, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust or other enterprise, including service with respect to employee benefit plans, against all liability and losses suffered and expenses (including attorneys’ fees) incurred by such person in connection with such action, suit or proceeding. Our certificate of incorporation also provides that we will pay the expenses incurred by a director or officer in defending any such proceeding in advance of its final disposition, subject to such person providing us with specified undertakings. Notwithstanding the foregoing, our certificate of incorporation provides that we will be required to indemnify or make advances to a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by our board of directors. These rights are not exclusive of any other right that any person may have or may acquire under any statute, provision of our certificate of incorporation, bylaws, agreement, vote of stockholders or disinterested directors or otherwise. No amendment, modification or repeal of those provisions will in any way adversely affect any right or protection under those provisions of any person in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

Our certificate of incorporation also permits us to secure and maintain insurance on behalf of any of our directors, officers, employees or agents and each person who is, or was, serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, limited liability company, trust or other enterprise for any liability asserted against and incurred by such person in any such capacity. We intend to obtain directors’ and officers’ liability insurance providing coverage to our directors and officers.

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WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form 10 under the Exchange Act relating to the common stock being distributed in the spin-off. This information statement forms a part of that registration statement but does not contain all of the information set forth in the registration statement and the exhibits and schedules to the registration statement. For further information relating to us and the shares of our common stock, reference is made to the registration statement, including its exhibits and schedules. Statements made in this information statement relating to any contract or other document are not necessarily complete and you should refer to the exhibits attached to the registration statement for copies of the actual contract or document. You may review a copy of the registration statement, including its exhibits and schedules, at the SEC’s Public Reference Room, located at 100 F Street, NE, Washington, D.C. 20549 or on the SEC’s website at http://www.sec.gov. You may obtain a copy of the registration statement from the SEC’s Public Reference Room upon payment of prescribed fees. Please call the SEC at (800) SEC-0330 for further information on the operation of the Public Reference Room.

As a result of the spin-off, we will become subject to the information and reporting requirements of the Exchange Act and, in accordance with the Exchange Act, we will file periodic reports, proxy statements and other information with the SEC. Those periodic reports, proxy statements and other information will be available for inspection and copying at the SEC’s Public Reference Room and the SEC’s website at http://www.sec.gov.

We intend to furnish holders of our common stock with annual reports containing combined financial statements prepared in accordance with U.S. generally accepted accounting principles and audited and reported on, with an opinion expressed, by an independent registered public accounting firm.

We plan to make available free of charge on our website, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports as soon as reasonably practicable after we electronically file or furnish such materials to the SEC. All of these documents will be made available free of charge on our website,                     . The information on our website is not, and will not be deemed to be, a part of this information statement or incorporated into any other filings we make with the SEC.

No person is authorized to give any information or to make any representations with respect to the matters described in this information statement other than those contained in this information statement or in the documents incorporated by reference in this information statement and, if given or made, such information or representation must not be relied upon as having been authorized by us or the Company. Neither the delivery of this information statement nor consummation of the spin-off will, under any circumstances, create any implication that there has been no change in our affairs or those of the Company since the date of this information statement, or that the information in this information statement is correct as of any time after its date.

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INDEX TO COMBINED FINANCIAL STATEMENTS

	Page    Number
Combined financial statements for The Power Generation Operations of The Babcock & Wilcox Company for the years ended December 31, 2014, 2013 and 2012.
Report of Independent Registered Public Accounting Firm	F-2
Combined Balance Sheets – December 31, 2014 and 2013	F-3
Combined Statements of Operations for the Years Ended December 31, 2014, 2013 and 2012	F-5
Combined Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2014, 2013 and 2012	F-6
Combined Statements of Parent Equity for the Years Ended December 31, 2014, 2013 and 2012	F-7
Combined Statements of Cash Flows for the Years Ended December 31, 2014, 2013 and 2012	F-8
Notes to Combined Financial Statements	F-9
Unaudited Pro Forma Combined financial statements for The Power Generation Operations of The Babcock & Wilcox Company for the years ended December 31, 2014, 2013 and 2012.
Introduction	F-45
Unaudited Pro Forma Combined Balance Sheet – December 31, 2014	F-46
Unaudited Pro Forma Combined Statements of Operations for the Years Ended December 31, 2014, 2013 and 2012	F-48

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of The Babcock & Wilcox Company:

Charlotte, North Carolina

We have audited the accompanying combined balance sheets of the Power Generation Operations of The Babcock & Wilcox Company (the “Company”) which consists of Babcock & Wilcox Power Generation Group, Inc. and the related captive insurance operations as of December 31, 2014 and 2013, and the related combined statements of operations, comprehensive income (loss), parent equity and cash flows for each of the three years in the period ended December 31, 2014. These combined financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these combined financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such combined financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2014 and 2013 and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2014, in conformity with accounting principles generally accepted in the United States of America.

As described in Note 1, the accompanying combined financial statements have been derived from the consolidated financial statements and accounting records of The Babcock & Wilcox Company. The combined financial statements also include expense allocations for certain corporate functions historically provided by The Babcock & Wilcox Company. These allocations may not be reflective of the actual expense that would have been incurred had the Company operated as a separate entity apart from The Babcock & Wilcox Company. Included in Note 8 to the combined financial statements is a summary of transactions with related parties.

/S/ DELOITTE & TOUCHE LLP

Charlotte, North Carolina

March 16, 2015 (April 17, 2015, as to Note 10 related to ARPA)

F-2

THE POWER GENERATION OPERATIONS OF THE BABCOCK & WILCOX COMPANY

COMBINED BALANCE SHEETS

	December 31,
	2014		2013
	(In thousands)
ASSETS
Current Assets:
Cash and cash equivalents		$       219,085		$       198,478
Restricted cash and cash equivalents		31,816		24,737
Investments		1,997		8,951
Accounts receivable – trade, net		279,497		247,638
Accounts receivable – other		37,558		31,959
Contracts in progress		130,704		86,078
Inventories		100,017		102,353
Deferred income taxes		36,649		30,813
Other current assets		17,371		18,745
Total Current Assets		854,694		749,752
Property, Plant and Equipment		422,047		440,366
Less accumulated depreciation		263,089		277,302
Net Property, Plant and Equipment		158,958		163,064
Investments		266		354
Goodwill		219,332		114,685
Deferred Income Taxes		117,485		89,026
Investments in Unconsolidated Affiliates		109,248		144,475
Intangible Assets		51,626		19,506
Other Assets		11,197		15,607
TOTAL		$    1,522,806		$    1,296,469

See accompanying notes to combined financial statements.

F-3

THE POWER GENERATION OPERATIONS OF THE BABCOCK & WILCOX COMPANY

COMBINED BALANCE SHEETS

	December 31,
	2014		2013
	(In thousands)
LIABILITIES AND PARENT EQUITY
Current Liabilities:
Notes payable and current maturities of long-term debt		$           3,215		$           4,671
Accounts payable		168,560		167,421
Accrued employee benefits		47,359		52,912
Advance billings on contracts		153,573		210,755
Accrued warranty expense		43,204		45,544
Accrued liabilities – other		72,179		37,174
Total Current Liabilities		488,090		518,477
Long-term Debt		-		225
Accumulated Postretirement Benefit Obligation		36,182		35,668
Pension Liability		260,846		169,226
Other Liabilities		44,000		40,988
Commitments and Contingencies (Note 10)
Parent Equity:
Parent Equity		692,661		530,961
Noncontrolling interest		1,027		924
Total Parent Equity		693,688		531,885
TOTAL		$    1,522,806		$    1,296,469

See accompanying notes to combined financial statements.

F-4

THE POWER GENERATION OPERATIONS OF THE BABCOCK & WILCOX COMPANY

COMBINED STATEMENTS OF OPERATIONS

	Year Ended December 31,
	2014			2013			2012
	(In thousands)
Revenues		$    1,589,719			$    1,921,163			$    2,039,100
Costs and Expenses:
Cost of operations		1,364,357			1,426,889			1,573,391
Research and development costs		18,747			22,882			26,018
Losses (Gains) on asset disposals and impairments, net		1,087			1,153			3,276
Selling, general and administrative expenses		241,699			207,106			247,931
Special charges for restructuring activities		30,025			26,346			-
Total Costs and Expenses		1,655,915			1,684,376			1,850,616
Equity in Income of Investees		8,681			18,387			17,402
Operating Income (Loss)		(57,515	)		255,174			205,886
Other Income (Expense):
Interest income		1,170			1,527			1,451
Interest expense		(503	)		(471	)		(567)
Other – net		1,156			791			(1,553)
Total Other Income (Expense):		1,823			1,847			(669)
Income (Loss) before Provision for (Benefit from) Income Taxes		(55,692	)		257,021			205,217
Provision for (Benefit from) Income Taxes		(29,528	)		82,206			64,323
Net Income (Loss)		$       (26,164	)		$       174,815			$       140,894
Net Income Attributable to Noncontrolling Interest		(365	)		(289	)		(141)
Net Income (Loss) Attributable to The Power Generation Operations of The Babcock & Wilcox Company		$       (26,529	)		$       174,526			$       140,753

See accompanying notes to combined financial statements.

F-5

THE POWER GENERATION OPERATIONS OF THE BABCOCK & WILCOX COMPANY

COMBINED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

	Year Ended December 31,
	2014		2013		2012
	(In thousands)
Net Income (Loss)		$  (26,164)		$  174,815		$  140,894
Other Comprehensive Income (Loss):
Currency translation adjustments		(26,895)		(2,528)		4,288
Derivative financial instruments:
Unrealized gains (losses) arising during the period, net of tax benefit (provision) of $824, $1,518 and $(622), respectively		(2,360)		(4,418)		1,409
Reclassification adjustment for (gains) losses included in net income, net of tax (benefit) provision of $(559), $(973) and $704, respectively		1,610		2,942		(2,023)
Benefit obligations:
Unrecognized losses arising during the period, net of tax benefit of $0, $0 and $159, respectively		-		-		(267)
Amortization of benefit plan costs, net of tax benefit of $(1,006), $(368) and $(576), respectively		2,645		742		1,157
Investments:
Unrealized gains arising during the period, net of tax (provision) benefit of $(3), $13 and $0, respectively		6		59		58
Reclassification adjustment for gains included in net income, net of tax provision of $5, $0 and $0, respectively		(8)		-		(17)
Other Comprehensive Income (Loss)		(25,002)		(3,203)		4,605
Total Comprehensive Income (Loss)		(51,166)		171,612		145,499
Comprehensive Income Attributable to Noncontrolling Interest		(328)		(255)		(152)
Comprehensive Income (Loss) Attributable to The Power Generation Operations of The Babcock & Wilcox Company		$  (51,494)		$  171,357		$  145,347

See accompanying notes to combined financial statements.

F-6

THE POWER GENERATION OPERATIONS OF THE BABCOCK & WILCOX COMPANY

COMBINED STATEMENTS OF PARENT EQUITY

	Accumulated Other Comprehensive Income (Loss)			Parent Equity			Noncontrolling Interest			Total Parent Equity
	(In thousands)
Balance December 31, 2011		$            33,909			$          467,535			$               737			$          502,181
Net income		-			140,753			141			140,894
Net transfers to parent		-			(335,005	)		-			(335,005)
Defined benefit obligations		890			-			-			890
Available-for-sale investments		41			-			-			41
Currency translation adjustments		4,277			-			11			4,288
Derivative financial instruments		(614	)		-			-			(614)
Stock-based compensation		-			376			-			376
Distributions to noncontrolling interests		-			-			(106	)		(106)
Balance December 31, 2012		$            38,503			$          273,659			$               783			$          312,945
Net income		-			174,526			289			174,815
Net transfers from parent		-			47,281			-			47,281
Defined benefit obligations		742			-			-			742
Available-for-sale investments		59			-			-			59
Currency translation adjustments		(2,494	)		-			(34	)		(2,528)
Derivative financial instruments		(1,476	)		-			-			(1,476)
Stock-based compensation		-			161			-			161
Distributions to noncontrolling interests		-			-			(114	)		(114)
Balance December 31, 2013		$            35,334			$          495,627			$               924			$          531,885
Net income (loss)		-			(26,529	)		365			(26,164)
Net transfers from parent		-			213,086			-			213,086
Defined benefit obligations		2,645			-			-			2,645
Available-for-sale investments		(2	)		-			-			(2)
Currency translation adjustments		(26,858	)		-			(37	)		(26,895)
Derivative financial instruments		(750	)		-			-			(750)
Stock-based compensation		-			108			-			108
Distributions to noncontrolling interests		-			-			(225	)		(225)
Balance December 31, 2014		$            10,369			$          682,292			$            1,027			$          693,688

See accompanying notes to combined financial statements.

F-7

THE POWER GENERATION OPERATIONS OF THE BABCOCK & WILCOX COMPANY

COMBINED STATEMENTS OF CASH FLOWS

	Year Ended December 31,
	2014			2013			2012
	(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)		$    (26,164	)		$    174,815			$    140,894
Non-cash items included in net income:
Depreciation and amortization		36,454			29,726			23,857
Income of equity method investees, net of dividends		8,726			1,995			(8,401)
Losses (gains) on asset disposals and impairments		8,304			1,153			3,276
Provision for (benefit from) deferred taxes		(39,384	)		43,061			45,774
Recognition of (gains) losses for pension and postretirement plans		112,033			(114,096	)		14,378
Excess tax benefits from stock-based compensation		(96	)		(172	)		(606)
Changes in assets and liabilities, net of effects from acquisitions:
Accounts receivable		(19,520	)		33,767			(24,803)
Accounts payable		(7,758	)		(16,381	)		41,660
Contracts in progress and advance billings on contracts		(110,419	)		(106,395	)		(21,948)
Inventories		2,959			11,264			(10,697)
Income taxes		4,225			1,213			(7,911)
Accrued and other current liabilities		19,933			(30,253	)		(18,850)
Pension liability, accrued postretirement benefit obligation and employee benefits		(27,003	)		(43,680	)		(95,610)
Other, net		9,038			6,662			(22,818)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		(28,672	)		(7,321	)		58,195
CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease (increase) in restricted cash and cash equivalents		(7,079	)		13,199			14,951
Purchases of property, plant and equipment		(17,204	)		(16,563	)		(25,074)
Acquisition of businesses, net of cash acquired		(127,703	)		-			-
Purchase of intangible assets		(722	)		-			-
Purchases of available-for-sale securities		(5,532	)		(13,811	)		(266,232)
Sales and maturities of available-for-sale securities		12,578			4,939			181,210
Proceeds from asset disposals		993			535			170
Investment in equity method investees		(4,900	)		(6,884	)		(6,172)
NET CASH USED IN INVESTING ACTIVITIES		(149,569	)		(18,585	)		(101,147)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of short-term borrowing and long-term debt		(4,539	)		(212	)		(4,644)
Borrowings under short-term arrangements		2,967			484			3,815
Net transfers (to) from parent		213,086			47,281			(182,442)
Excess tax benefits from stock-based compensation		96			172			606
Other		90			(114	)		(106)
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES		211,700			47,611			(182,771)
EFFECTS OF EXCHANGE RATE CHANGES ON CASH		(12,852	)		(4,495	)		2,813
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		20,607			17,210			(222,910)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		198,478			181,268			404,178
CASH AND CASH EQUIVALENTS AT END OF PERIOD		$    219,085			$    198,478			$    181,268
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Income taxes (net of refunds)		$        8,206			$      18,135			$      10,900
SCHEDULE OF NON-CASH INVESTING ACTIVITY:
Accrued capital expenditures included in accounts payable		$        1,680			$         2,607			$        1,395
Transfer of investments to Parent		$                 -			$                  -			$    152,563

See accompanying notes to combined financial statements.

F-8

THE POWER GENERATION OPERATIONS OF THE BABCOCK & WILCOX COMPANY

NOTES TO COMBINED FINANCIAL STATEMENTS

NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

On November 5, 2014, The Babcock & Wilcox Company (the “Company”) announced that its Board of Directors approved pursuing the separation of its Power Generation business from its Government and Nuclear Operations business into two independent, publicly traded companies to be effected through a tax-free spin-off transaction. These financial statements represent Babcock & Wilcox Power Generation Group, Inc. historical financial statements combined with related captive insurance operations which will be contributed by the Company in conjunction with the planned spin-off (“B&W PGG”). In addition to the assets and liabilities used in managing and operating the Power Generation segment of the Company, B&W PGG contains certain assets and liabilities of the Company’s Nuclear Energy segment that will be transferred to the Company before the spin-off.

We have presented the combined financial statements of B&W PGG in U.S. dollars in accordance with accounting principles generally accepted in the United States (“GAAP”). We use the equity method to account for investments in entities that we do not control, but over which we have the ability to exercise significant influence. We generally refer to these entities as “joint ventures.” We have eliminated all intercompany transactions and accounts. We present the notes to our combined financial statements on the basis of continuing operations, unless otherwise stated. We have evaluated subsequent events through March 16, 2015 and April 17, 2015 (the date of issuance of this report).

The combined results of operations, financial position and cash flows reflected in the accompanying combined financial statements may not be indicative of the future performance of the combined operations and do not necessarily reflect what the combined results of operations, financial position and cash flows would have been had B&W PGG operated as an independent public company during the periods presented, including changes in its operations and capitalization as a result of the separation and distribution from the Company.

Certain corporate and general and administrative expenses, including those related to executive management, tax, accounting, legal, information technology, treasury services, and certain employee benefits, have been allocated to reflect all costs of doing business related to these operations in the financial statements, including expenses incurred by related entities on our behalf. The majority of these allocations of management and support services costs are based on specific identification methods such as direct usage and level of effort. The remainder are allocated on the basis of a three-factor formula that considered proportional revenue generated, payroll and fixed assets. Management believes such allocations are reasonable. However, the associated expenses reflected in the accompanying combined statements of operations may not be indicative of the actual expenses that would have been incurred had B&W PGG been operating as an independent public company for the periods presented. Following the separation and distribution from the Company, we will perform these functions using internal resources or purchased services, certain of which may be provided by the Company during a transitional period pursuant to a transition services agreement. Refer to Note 8 for a detailed description of transactions with other affiliates of the Company.

In presenting the combined financial statements, management makes estimates and assumptions that affect the amounts reported and related disclosures. Estimates, by their nature, are based on judgment and available information. Accordingly, actual results could differ from those estimates.

Unless the context otherwise indicates, “we,” “us,” “our” and “B&W PGG” mean The Power Generation Operations of The Babcock & Wilcox Company.

Business Segments

We have four reportable segments: Global Power, Global Services, Industrial Environmental and Nuclear Energy. The Nuclear Energy segment will be transferred to the Company before the spin-off. For financial information about our segments, see Note 16 to our combined financial statements included in this report.

Our reportable segments are further described as follows:

• Our Global Power segment represents our worldwide new build boiler and environmental products operations. Through this segment, we engineer, manufacture, procure, construct and commission steam

F-9

generating and environmental systems and other related equipment. Our boilers are designed for utility and industrial applications, fired with fossil and renewable fuels and include advanced supercritical boilers, subcritical boilers, fluidized bed boilers, biomass-fired boilers, waste-to-energy boilers, chemical recovery boilers, industrial power boilers, package boilers, heat recovery steam generators, waste heat boilers and solar thermal power systems. Our environmental systems offer air pollution control systems and related equipment for the treatment of nitrogen oxides, sulfur dioxide, fine particulate, mercury, acid gases and other hazardous air emissions and include wet and dry flue gas desulfurization systems, catalytic and non-catalytic nitrogen oxides reduction systems, low nitrogen oxides burners and overfire air systems, fabric filter baghouses, wet and dry electrostatic precipitators, mercury control systems and dry sorbent injection for acid gas mitigation. Our customers consist of a wide range of utilities, independent power producers and industrial companies globally.

• Our Global Services segment provides a comprehensive mix of aftermarket products and services to support peak efficiency and availability of steam generating and associated environmental and auxiliary equipment for power generation. Our products and services include replacement parts, field technical services, retrofit and upgrade projects, fuel switching and repowering projects, construction and maintenance services, start-up and commissioning, training programs and plant operations and maintenance for our full complement of boiler, environmental and auxiliary equipment. We deliver these aftermarket products and services to a large installed base for our and our competitors’ power generation and industrial plants globally through our extensive network of regionally located service centers, technical support personnel, and global sourcing capabilities. Our customers consist of a wide range of utilities, independent power producers and industrial companies globally.

• Our Industrial Environmental segment provides environmental products and services to numerous industrial end markets through MEGTEC Holdings, Inc. (“MEGTEC”), which we acquired on June 20, 2014. Through this segment, we design, engineer and manufacture products including oxidizers, solvent and distillation systems, wet and dry electrostatic precipitators, scrubbers and heat recovery systems. The segment also provides specialized industrial process systems, coating lines and equipment. Our suite of technologies for pollution abatement include systems that control volatile organic compounds and air toxics, particulate, nitrogen oxides and acid gas air emissions from industrial processes. We serve a diverse set of industrial end markets with a current emphasis on the chemical, pharmaceutical, energy storage, packaging and automotive markets.

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

Use of Estimates

We use estimates and assumptions to prepare our financial statements in conformity with GAAP. Some of our more significant estimates include our estimate of costs to complete long-term construction contracts, estimates of costs to be incurred to satisfy contractual warranty requirements, estimates of the value of acquired intangible assets and estimates we make in selecting assumptions related to the valuations of our pension and postretirement plans, including the selection of our discount rates, mortality and expected rates of return on our pension plan assets. These estimates and assumptions affect the amounts we report in our financial statements and accompanying notes. Our actual results could differ from these estimates. Variances could result in a material effect on our financial condition and results of operations in future periods.

Investments

Our investments, primarily highly liquid money-market instruments and mortgage-backed securities, are classified as available-for-sale and are carried at fair value, with the unrealized gains and losses, net of tax,

F-10

reported as a component of accumulated other comprehensive income. We classify investments available for current operations in the combined balance sheets as current assets, while we classify investments held for long-term purposes as noncurrent assets. We adjust the amortized cost of debt securities for amortization of premiums and accretion of discounts to maturity. That amortization is included in interest income. We include realized gains and losses on our investments in other – net in our combined statements of operations. The cost of securities sold is based on the specific identification method. We include interest on securities in interest income.

Foreign Currency Translation

We translate assets and liabilities of our foreign operations into U.S. dollars at current exchange rates, and we translate income statement items at average exchange rates for the periods presented. We record adjustments resulting from the translation of foreign currency financial statements as a component of accumulated other comprehensive income. We report foreign currency transaction gains and losses in income. We have included in other – net transaction gains (losses) of $1.9 million, $0.5 million and $(0.6) million for the years ended December 31, 2014, 2013 and 2012, respectively.

Contracts and Revenue Recognition

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

For parts orders and certain aftermarket services activities, we recognize revenues as goods are delivered and work is performed.

Variations from estimated contract performance could result in material adjustments to operating results for any fiscal quarter or year. We include claims for extra work or changes in scope of work to the extent of costs incurred in contract revenues when we believe collection is probable. At December 31, 2014 and 2013, we recognized accrued claims totaling $8.2 million.

In the year ended December 31, 2014, we recorded a contract loss totaling approximately $11.6 million for additional estimated costs to complete our Global Power segment’s Berlin Station project. These losses are in addition to contract losses recorded on this project of $35.6 million and $16.9 million in 2013 and 2012, respectively. We previously asserted that substantial completion had been achieved on this project in early 2014 and that any further delays to complete this project were the result of the customer’s failure to supply fuel complying with the contract specifications. The customer certified that we achieved substantial completion on the project effective July 19, 2014, following which we believe the customer has no further claims for liquidated damages associated with the delays. See Note 10 for legal proceedings associated with this matter. In addition, in the year ended December 31, 2012 we recognized $13.8 million of project improvements on a new build capital project in our Global Power segment due to better than expected performance.

F-11

Components of our contracts in progress and advance billings on contracts included in our combined balance sheets are as follows:

	December 31,
	2014		2013
	(In thousands)
Included in Contracts in Progress:
Costs incurred less costs of revenue recognized	$	35,126	$	19,360
Revenues recognized less billings to customers		95,578		66,718
Contracts In Progress	$	130,704	$	86,078
Included in Advance Billings on Contracts:
Billings to customers less revenues recognized	$	149,450	$	201,254
Costs incurred less costs of revenue recognized		4,123		9,501
Advance Billings on Contracts	$	153,573	$	210,755

Retainages on contracts are as follows:

	December 31,
	2014		2013
	(In thousands)
Retainages expected to be collected within one year	$	19,978	$	36,746
Retainages expected to be collected after one year		7,360		11,387
Total retainages	$	27,338	$	48,133

We have included retainages expected to be collected in 2015 in accounts receivable – trade, net. Retainages expected to be collected after one year are included in other assets. Of the long-term retainages at December 31, 2014, we anticipate collecting $1.2 million in 2016, $4.7 million in 2017 and $1.5 million in 2018.

Comprehensive Income

The components of accumulated other comprehensive income included in parent equity are as follows:

	December 31,
	2014			2013
	(In thousands)
Currency translation adjustments	$	11,551		$	38,409
Net unrealized loss on available-for-sale investments		(27	)		(25	)
Net unrealized gain (loss) on derivative financial instruments		(123	)		627
Unrecognized prior service cost on benefit obligations		(1,032	)		(3,677	)
Accumulated other comprehensive income	$	10,369		$	35,334

F-12

The amounts reclassified out of accumulated other comprehensive income by component and the affected combined statements of operations line items are as follows:

	Year ended December 31,
	2014			2013			2012
Accumulated Other Comprehensive Income Component Recognized	(In thousands)									Line Item Presented
Realized (losses) gains on derivative financial instruments	$	620		$	(1,885	)	$	(1,082	)	Revenues
		(2,793	)		(2,174	)		3,833		Cost of operations
		4			144			(24	)	Other-net
		(2,169	)		(3,915	)		2,727		Total before tax
		559			973			(704	)	Provision for Income Taxes
	$	(1,610	)	$	(2,942	)	$	2,023		Net Income
Amortization of prior service cost on benefit obligations	$	(1,856	)	$	(913	)	$	(1,370	)	Cost of operations
		(1,795	)		(197	)		(363	)	Selling, general and administrative expenses
		(3,651	)		(1,110	)		(1,733	)	Total before tax
		1,006			368			576		Provision for Income Taxes
	$	(2,645	)	$	(742	)	$	(1,157	)	Net Income
Realized gains on investments	$	13		$	-		$	17		Other-net
		(5	)		-			-		Provision for Income Taxes
	$	8		$	-		$	17		Net Income
Total reclassification for the period	$	(4,247	)	$	(3,684	)	$	883

Warranty Expense

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

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

	Year Ended December 31,
	2014			2013			2012
	(In thousands)
Balance at beginning of period	$	45,544		$	72,601		$	85,932
Additions		14,033			17,258			20,919
Acquisition of MEGTEC		4,693			-			-
Expirations and other changes		(4,981	)		(23,391	)		(23,340	)
Payments		(14,787	)		(20,243	)		(11,394	)
Translation and other		(1,298	)		(681	)		484
Balance at end of period	$	43,204		$	45,544		$	72,601

F-13

Pension Plans and Postretirement Benefits

We sponsor various defined benefit pension and postretirement plans covering certain employees of our U.S. and international subsidiaries. We utilize actuarial valuations to calculate the cost and benefit obligations of our pension and postretirement benefits. The actuarial valuations utilize significant assumptions in the determination of our benefit cost and obligations, including assumptions regarding discount rates, expected returns on plan assets, mortality and health care cost trends. We determine our discount rate based on a review of published financial data and discussions with our actuary regarding rates of return on high-quality, fixed-income investments currently available and expected to be available during the period to maturity of our pension and postretirement plan obligations. The expected rate of return on plan assets assumption is based on capital market assumptions of the long-term expected returns for the investment mix of assets currently in the portfolio. The expected rate of return on plan assets is determined to be the weighted average of the nominal returns based on the weightings of the classes within the total asset portfolio. Expected health care cost trends represent expected annual rates of change in the cost of health care benefits and are estimated based on analysis of health care cost inflation. For the year ended December 31, 2014, we adjusted the mortality assumption for our domestic plans to reflect mortality improvements identified by the Society of Actuaries, adjusted for our experience.

The components of benefit cost related to service cost, interest cost, expected return on plan assets and prior service cost amortization are recorded on a quarterly basis based on actuarial assumptions. In the fourth quarter of each year or as interim remeasurements are required, we immediately recognize net actuarial gains and losses into earnings as a component of net periodic benefit cost. Recognized net actuarial gains and losses consist primarily of our reported actuarial gains and losses and the difference between the actual return on plan assets and the expected return on plan assets.

We recognize the funded status of each plan as either an asset or a liability in the combined balance sheets. The funded status is the difference between the fair value of plan assets and the present value of its benefit obligation, determined on a plan-by-plan basis. Our pension plan assets can include assets that are difficult to value. See Note 15 for a detailed description of our plan assets.

Research and Development

Our research and development activities are related to the development and improvement of new and existing products and equipment, as well as conceptual and engineering evaluation for translation into practical applications. We charge the costs of research and development unrelated to specific contracts as incurred. Research and development activities totaled $18.7 million, $22.9 million and $26.0 million in the years ended December 31, 2014, 2013 and 2012, respectively.

Income Taxes

Income tax expense for federal, foreign, state and local income taxes are calculated on pre-tax income based on current tax law and includes the cumulative effect of any changes in tax rates from those used previously in determining deferred tax assets and liabilities. We are included in the U.S. federal and certain state tax returns filed by the Company. We compute the provision for such income taxes on a separate tax return basis as if we filed our own tax returns. We deem the amounts that we would have paid or received from the Internal Revenue Service and certain state jurisdictions had we not been a member of the Company’s consolidated tax group to be immediately settled with the Company. We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. We assess deferred taxes and the adequacy of the valuation allowance on a quarterly basis. In the ordinary course of business there is inherent uncertainty in quantifying our income tax positions. We assess our income tax positions and record tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances, and information available at the reporting date. For those tax positions where it is more likely than not that a tax benefit will be sustained, we have recorded the largest amount of tax benefit with a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, no tax benefit has been recognized in the financial statements. We record interest and penalties (net of any applicable tax benefit) related to income taxes as a component of provision for income taxes on our combined statements of operations.

F-14

Inventories

We carry our inventories at the lower of cost or market. We determine cost principally on the first-in, first-out basis, except for certain materials inventories for which we use the last-in, first-out (“LIFO”) method. We determined the cost of approximately 21% of our total inventories using the LIFO method at December 31, 2014 and 20% at December 31, 2013, and our total LIFO reserve at December 31, 2014 and 2013 was approximately $7.9 million and $7.7 million, respectively. Inventories are summarized below:

	December 31,
	2014		2013
	(In thousands)
Raw Materials and Supplies	$	72,910	$	74,750
Work in Progress		9,831		10,872
Finished Goods		17,276		16,731
Total Inventories	$	100,017	$	102,353

Property, Plant and Equipment

We carry our property, plant and equipment at depreciated cost, less any impairment provisions.

We depreciate our property, plant and equipment using the straight-line method over estimated economic useful lives which typically range from three to twelve years for machinery and equipment and up to forty years for buildings. Our depreciation expense was $26.3 million, $25.2 million and $18.8 million for the years ended December 31, 2014, 2013 and 2012, respectively.

We expense the costs of maintenance, repairs and renewals that do not materially prolong the useful life of an asset as we incur them.

Property, plant and equipment is stated at cost and is set forth below:

	December 31,
	2014		2013
	(In thousands)
Land	$	7,303	$	3,977
Buildings		131,365		138,407
Machinery and equipment		269,207		288,214
Property under construction		14,172		9,768
		422,047		440,366
Less accumulated depreciation		263,089		277,302
Net Property, Plant and Equipment	$	158,958	$	163,064

Goodwill

Goodwill represents the excess of the cost of our acquired businesses over the fair value of the net assets acquired. We perform testing of goodwill for impairment annually. We may elect to perform a qualitative test when we believe that there is sufficient excess fair value over carrying value based on our most recent quantitative assessment, adjusted for relevant events and circumstances that could affect fair value during the current year. If we conclude based on this assessment that it is more likely than not that the reporting unit is not impaired, we do not perform a quantitative impairment test. In all other circumstances, we utilize a two-step quantitative impairment test to identify potential goodwill impairment and measure the amount of any goodwill impairment. The first step of the test compares the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of the impairment loss, if any. The second step compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill.

F-15

The following summarizes the changes in the carrying amount of goodwill:

	Global Power			Global Services			Industrial Environmental		Nuclear Energy		Total
	(In thousands)
Balance at December 31, 2012	$	38,930		$	64,772		$	-	$	10,055	$	113,757
Currency translation adjustments and other		353			575			-		-		928
Balance at December 31, 2013	$	39,283		$	65,347		$	-	$	10,055	$	114,685
Acquisition of MEGTEC (Note 2)		-			-			108,800		-		108,800
Currency translation adjustments and other		(1,292	)		(2,861	)		-		-		(4,153	)
Balance at December 31, 2014	$	37,991		$	62,486		$	108,800	$	10,055	$	219,332

Intangible Assets

Intangible assets are recognized at fair value when acquired. Intangible assets with definite lives are amortized to operating expense using the straight-line method over their estimated useful lives and tested for impairment when events or changes in circumstances indicate that its carrying amount may not be recoverable. Intangible assets with indefinite lives are not amortized and are subject to annual impairment testing. We test indefinite lived intangible assets for impairment by quantitatively determining the fair value of the indefinite lived intangible asset and comparing the fair value of the intangible assets to its carrying amount. If the carrying amount of the intangible assets exceeds its fair value, we recognize impairment for the amount of the difference. Our intangible assets are as follows:

	Year Ended December 31,
	2014			2013			2012
	(In thousands)
Amortized intangible assets:
Gross cost:
Customer relationships	$	37,449		$	15,293		$	16,554
Unpatented technology		5,472			3,422			3,422
Patented technology		2,521			2,521			2,521
Tradename		10,657			4,285			4,285
Acquired backlog		10,600			-			2,979
All other		7,565			7,551			7,302
Total	$	74,264		$	33,072		$	37,063
Accumulated amortization:
Customer relationships	$	(9,230	)	$	(6,728	)	$	(5,431	)
Unpatented technology		(1,492	)		(1,685	)		(1,332	)
Patented technology		(1,122	)		(806	)		(683	)
Tradename		(2,439	)		(1,858	)		(1,488	)
Acquired backlog		(5,300	)		-			(1,457	)
All other		(4,360	)		(3,794	)		(3,855	)
Total	$	(23,943	)	$	(14,871	)	$	(14,246)
Net amortized intangible assets	$	50,321		$	18,201		$	22,817
Unamortized intangible assets:
Trademarks and trade names	$	1,305		$	1,305		$	1,305

F-16

The following summarizes the changes in the carrying amount of intangible assets:

	Year Ended December 31,
	2014			2013			2012
	(In thousands)
Balance at beginning of period	$	19,506		$	24,122		$	33,511
Business acquisitions and adjustments		44,972			-			(1,735)
Amortization expense		(10,160	)		(4,574	)		(5,044)
Impairment charge		(1,730	)		(1,260	)		(3,216)
Currency translation adjustment and other		(962	)		1,218			606
Balance at end of period	$	51,626		$	19,506		$	24,122

We recognized impairment charges totaling $1.7 million, $1.3 million and $3.2 million in the years ended December 31, 2014, 2013 and 2012, respectively, related to the cancellation of operations and maintenance services contracts and the sale of a subsidiary.

Estimated amortization expense for the next five fiscal years is as follows (in thousands):

Year Ending December 31,	Amount
2015	$	11,741
2016	$	6,386
2017	$	6,293
2018	$	5,847
2019	$	5,699

Cash and Cash Equivalents and Restricted Cash

Our cash equivalents are highly liquid investments, with maturities of three months or less when we purchase them.

We record cash and cash equivalents as restricted when we are unable to freely use such cash and cash equivalents for our general operating purposes. At December 31, 2014, we had restricted cash and cash equivalents totaling $31.8 million, $3.7 million of which was held in restricted foreign cash accounts and $28.1 million of which was held to meet reinsurance reserve requirements of our captive insurer.

Derivative Financial Instruments

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

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

F-17

Self-Insurance

We are self-insured primarily through a wholly owned insurance subsidiary of the Company that provides employer’s liability, general and automotive liability and workers’ compensation insurance and, from time to time, builder’s risk insurance (within certain limits) to our companies. Included in other liabilities on our combined balance sheets are reserves for self-insurance totaling $25.3 million and $29.3 million at December 31, 2014 and 2013, respectively. The reduction in 2014 was primarily attributable to a change in estimate based on historical loss experience recognized in cost of operations in our combined statements of operations.

Loss Contingencies

We estimate liabilities for loss contingencies when it is probable that a liability has been incurred and the amount of loss is reasonably estimable. We provide disclosure when there is a reasonable possibility that the ultimate loss will exceed the recorded provision or if such probable loss is not reasonably estimable. We are currently involved in some significant litigation, as discussed in Note 10. Our losses are typically resolved over long periods of time and are often difficult to assess and estimate due to, among other reasons, the possibility of multiple actions by third parties; the attribution of damages, if any, among multiple defendants; plaintiffs, in most cases involving personal injury claims, do not specify the amount of damages claimed; the discovery process may take multiple years to complete; during the litigation process, it is common to have multiple complex unresolved procedural and substantive issues; the potential availability of insurance and indemnity coverages; the wide-ranging outcomes reached in similar cases, including the variety of damages awarded; the likelihood of settlements for de minimus amounts prior to trial; the likelihood of success at trial; and the likelihood of success on appeal. Consequently, it is possible future earnings could be affected by changes in our assessments of the probability that a loss has been incurred in a material pending litigation against us and/or changes in our estimates related to such matters.

Stock-Based Compensation

We expense stock-based compensation in accordance with Financial Accounting Standards Board (“FASB”) Topic Compensation – Stock Compensation. Under this topic, the fair value of equity-classified awards, such as restricted stock, performance shares and stock options, is determined on the date of grant and is not remeasured. Grant date fair values for restricted stock, restricted stock units, performance shares and performance units are determined using the closing price of our common stock on the date of grant. Grant date fair values for stock options are determined using a Black-Scholes option-pricing model (“Black-Scholes”). For performance shares or units granted in the year ended December 31, 2014 that contain a Relative Total Shareholder Return vesting criteria, we utilize a Monte Carlo simulation to determine the grant date fair value, which determines the probability of satisfying the market condition included in the award. The determination of the fair value of a share-based payment award using an option-pricing model requires the input of significant assumptions, such as the expected life of the award and stock price volatility.

Under the provisions of this FASB topic, we recognize expense, net of an estimated forfeiture rate, for all share-based awards granted on a straight-line basis over the requisite service periods of the awards, which is generally equivalent to the vesting term. This topic requires compensation expense to be recognized, net of an estimate for forfeitures, such that compensation expense is recorded only for those awards expected to vest. We review the estimate for forfeitures periodically and record any adjustments deemed necessary for each reporting period. If our actual forfeiture rate is materially different from our estimate, the stock-based compensation expense could be significantly different from what we have recorded in the current period.

Additionally, this FASB topic amended FASB Topic Statement of Cash Flows to require excess tax benefits to be reported as a financing cash flow, rather than as a reduction of taxes paid. These excess tax benefits result from tax deductions in excess of the cumulative compensation expense recognized for options exercised and other equity-classified awards.

See Note 9 for a further discussion of stock-based compensation.

F-18

New Accounting Standards

In May 2014, the FASB issued Revenue from Contracts with Customers, which supersedes the revenue recognition requirements in the Topic Revenue Recognition and most industry specific guidance. The core principle of this guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. This update is effective in 2017 and early adoption is not permitted. The update may be adopted either retrospectively to each prior period or as a cumulative-effect adjustment on the date of adoption. We are currently evaluating the impact of the adoption of this standard on our financial statements.

In August 2014, the FASB issued an update to the Topic Presentation of Financial Statements. This update requires an entity to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. If there is substantial doubt about an entity’s ability to continue as a going concern, certain disclosures are required. This update will be effective for us in 2017. We do not expect the adoption of this update to have a material impact on our financial statements.

NOTE 2 – BUSINESS ACQUISITIONS

MEGTEC Acquisition

On June 20, 2014, we acquired the outstanding stock of industrial processes solutions provider MEGTEC for $142.8 million, net of cash acquired. MEGTEC designs, engineers, manufactures and services air pollution control systems and coating/drying equipment for a variety of industrial applications and complements our environmental products and solutions offerings that serves utility markets.

The purchase price of the acquisition has been allocated among assets acquired and liabilities assumed at preliminary estimates of fair value based on information currently available with the excess purchase price recorded as goodwill. Our preliminary purchase price allocation, as follows, is subject to change upon receipt of additional information and completion of further analysis, including, but not limited to, finalization of long-lived and intangible asset valuations:

	MEGTEC
	(in thousands)
Cash and cash equivalents	$	14,232
Accounts receivable		23,054
Inventories		5,395
Other current assets		9,200
Property, plant and equipment		5,090
Goodwill		108,800
Intangible assets		44,250
Total assets acquired	$	210,021
Accounts payable		13,402
Advance billings on contracts		11,144
Accrued liabilities – other		18,089
Pension liability		5,041
Deferred income taxes		5,202
Other liabilities		130
Total liabilities assumed	$	53,008
Net assets acquired	$	157,013
Cash and cash equivalents acquired		14,232
Net assets acquired, net of unrestricted cash acquired	$	142,781
Amount of tax deductible goodwill	$	34,583

F-19

The preliminary intangible assets included above consist of the following (dollar amounts in thousands):

	Amount		Amortization Period
Customer relationships	$	24,400	7 years
Backlog	$	10,600	1 year
Trade names / trademarks	$	6,000	15 years
Developed technology	$	3,250	10 years

Our combined financial statements for the year ended December 31, 2014 includes $105.4 million of revenues and $3.3 million of net income related to MEGTEC operations occurring from the acquisition date to December 31, 2014. Additionally, the following unaudited pro forma financial information presents our results of operations for the years ended December 31, 2014 and 2013 had the acquisition of MEGTEC occurred on January 1, 2013. The unaudited pro forma financial information below is not intended to represent or be indicative of our actual combined results had we completed the acquisition at January 1, 2013. This information is presented for comparative purposes only and should not be taken as representative of our future combined results of operations.

	Year Ended December 31,
	2014		2013
Revenues	$	1,670,051	$	2,097,553
Net Income (Loss) Attributable to The Power Generation Operations of The Babcock & Wilcox Company	$	(19,442)	$	171,869

The unaudited pro forma results include the following pre-tax adjustments to the historical results presented above:

• Increase (decrease) in amortization expense related to timing of amortization of the fair value of identifiable intangible assets acquired of approximately $(3.9) million and $12.6 million for the years ended December 31, 2014 and 2013, respectively.

• Elimination of historical interest expense of approximately $0.9 million and $2.4 million for the years ended December 31, 2014 and 2013, respectively.

• Elimination of $13.4 million in acquisition related costs recognized in the year ended December 31, 2014 that are not expected to be recurring.

Ebensburg Acquisition

On May 21, 2014, we acquired the remaining outstanding interest in Ebensburg Power Company for a purchase price of $1.3 million. As part of the transaction, we acquired cash of $16.4 million and property, plant and equipment with a fair value of $16.1 million.

NOTE 3 – EQUITY METHOD INVESTMENTS

We have investments in entities that we account for using the equity method. The undistributed earnings of our equity method investees were $76.0 million and $98.3 million at December 31, 2014 and 2013, respectively.

F-20

Summarized below is combined balance sheet and income statement information for investments accounted for under the equity method:

	December 31,
	2014		2013
	(In thousands)
Current assets	$	528,950	$	502,954
Noncurrent assets		181,517		252,430
Total Assets	$	710,467	$	755,384
Current liabilities	$	403,484	$	401,813
Noncurrent liabilities		97,419		72,742
Owners’ equity		209,564		280,829
Total Liabilities and Owners’ Equity	$	710,467	$	755,384

	Year Ended December 31,
	2014		2013		2012
	(In thousands)
Revenues	$	645,481	$	592,755	$	501,058
Gross profit	$	85,378	$	97,226	$	108,314
Income before provision for income taxes	$	22,909	$	39,033	$	42,625
Provision for income taxes		6,159		8,603		8,496
Net Income	$	16,750	$	30,430	$	34,129

Our investment in equity method investees was $4.8 million more than our underlying equity in net assets of those investees based on stated ownership percentages at December 31, 2014. These differences were primarily related to the timing of distribution of dividends and various adjustments under GAAP.

The provision for income taxes is based on the tax laws and rates in the countries in which our investees operate. The taxation regimes vary not only by their nominal rates, but also by the allowability of deductions, credits and other benefits. For some of our U.S. investees, U.S. income taxes are the responsibility of the respective owners.

A reconciliation of net income per combined income statement information of our investees to equity in income of investees per our combined statements of operations follows:

	Year Ended December 31,
	2014		2013		2012
	(In thousands)
Equity income based on stated ownership percentages	$	8,563	$	15,280	$	17,117
All other adjustments due to amortization of basis differences, timing of GAAP adjustments and other adjustments		118		3,107		285
Equity in income of investees	$	8,681	$	18,387	$	17,402

Our transactions with unconsolidated affiliates were as follows:

	Year Ended December 31,
	2014		2013		2012
	(In thousands)
Sales to	$	70,566	$	70,793	$	53,310
Purchases from	$	5,623	$	4,646	$	1,814
Dividends received	$	17,407	$	20,382	$	9,001
Capital contributions, net of returns	$	4,900	$	6,884	$	6,172

Our accounts receivable-other includes receivables from these unconsolidated affiliates of $7.0 million and $6.7 million at December 31, 2014 and 2013, respectively.

F-21

NOTE 4 – SPECIAL CHARGES FOR RESTRUCTURING ACTIVITIES

Global Competitiveness Initiative

In the year ended December 31, 2013, the Company announced the Global Competitiveness Initiative (“GCI”) to enhance competitiveness, better position it for growth, and improve profitability. In conjunction with GCI, during the year ended December 31, 2014, we incurred $0.2 million of expenses related to employee termination benefits and $3.1 million of expenses related to facility consolidation. During the year ended December 31, 2013, we reduced our workforce and initiated other actions, resulting in $18.8 million of expenses related to employee termination benefits, $0.2 million of expenses related to consulting and GCI administrative costs, and $7.3 million of expenses related to facility consolidation.

Other Restructuring Actions

In the first quarter of 2014, we announced a margin improvement program aimed at structural changes in our operating model. In the year ended December 31, 2014, we incurred $26.7 million of expenses related to this project, including $12.8 million of expenses related to employee termination benefits, $3.1 million of expenses related to consulting and administrative costs and $10.8 million of expenses related to facility consolidation.

Restructuring Liabilities

An analysis of our restructuring liabilities for the years ended December 31, 2014 and 2013 follows:

	Year Ended December 31,
	2014			2013
	(In thousands)
Liability balance at the beginning of the period	$	8,923		$	-
Special charges for restructuring activities(1)		19,911			22,897
Payments		(19,965	)		(13,974	)
Translation and other		(366	)		-
Liability balance at the end of the period	$	8,503		$	8,923

(1) Excludes non-cash charges related to fixed asset impairments and accelerated depreciation of $10.1 million and $3.4 million for the years ended December 31, 2014 and 2013, respectively, which did not impact the restructuring liability.

At December 31, 2014, unpaid restructuring charges totaled $7.8 million for employee termination benefits and $0.7 million related to consulting and administrative costs.

NOTE 5 – INCOME TAXES

We are subject to U.S. federal income tax and income tax of multiple state and international jurisdictions. We are included in the U.S. federal and certain state tax returns filed by the Company. We compute the provision for such income taxes on a separate tax return basis as if we filed our own tax returns. We deem the amounts that we would have paid or received from the Internal Revenue Service and certain state jurisdictions had we not been a member of the Company’s consolidated tax group to be immediately settled with the Company. We provide for income taxes based on the tax laws and rates in the jurisdictions in which we conduct our operations. These jurisdictions may have regimes of taxation that vary with respect to nominal rates and with respect to the basis on which these rates are applied. This variation, along with the changes in our mix of income within these jurisdictions, can contribute to shifts in our effective tax rate from period to period.

The Statute of Limitations is closed for 2009 and prior U.S. federal income tax return years. We are currently under audit by various domestic and foreign taxing authorities. With few exceptions, we do not have any returns under examination for years prior to 2009.

F-22

We apply the provisions of FASB Topic Income Taxes regarding the treatment of uncertain tax positions. A reconciliation of unrecognized tax benefits follows:

	Year Ended December 31,
	2014			2013			2012
	(In thousands)
Balance at beginning of period	$	1,478		$	1,492		$	2,092
Increases based on tax positions taken in the current year		213			-			679
Increases based on tax positions taken in the prior years		2,730			276			65
Decreases based on tax positions taken in the prior years		(99	)		(290	)		-
Decreases due to settlements with tax authorities		(350	)		-			(1,101	)
Decreases due to lapse of applicable statute of limitation		-			-			(243	)
Balance at end of period	$	3,972		$	1,478		$	1,492

The $4.0 million balance of unrecognized tax benefits in other liabilities in our combined balance sheet at December 31, 2014 would reduce our effective tax rate if recognized.

We recognize interest and penalties related to unrecognized tax benefits in our provision for income taxes. During the year ended December 31, 2014, we recorded an increase in our accruals of $0.2 million, resulting in recorded liabilities of approximately $0.3 million for the payment of tax-related interest and penalties. At December 31, 2013 and 2012, our recorded liabilities for the payment of tax-related interest and penalties totaled approximately $0.1 million.

Deferred income taxes reflect the net tax effects of temporary differences between the financial and tax bases of assets and liabilities. Significant components of deferred tax assets and liabilities as of December 31, 2014 and 2013 were as follows:

	December 31,
	2014			2013
	(In thousands)
Deferred tax assets:
Pension liability	$	98,349		$	59,190
Accrued warranty expense		12,537			14,259
Accrued vacation pay		4,635			4,383
Accrued liabilities for self-insurance (including postretirement health care benefits)		17,979			17,535
Accrued liabilities for executive and employee incentive compensation		5,099			12,620
Investments in joint ventures and affiliated companies		7,472			4,667
Long-term contracts		6,622			10,521
Foreign net operating loss carryforward		13,931			12,539
State tax net operating loss carryforward		14,617			16,021
Foreign tax credit carryforward		2,959			-
Other		15,664			5,673
Total deferred tax assets		199,864			157,408
Valuation allowance for deferred tax assets		(9,216	)		(6,980	)
Deferred tax assets		190,648			150,428
Deferred tax liabilities:
Property, plant and equipment		7,143			6,833
Long-term contracts		27,707			27,628
Intangibles		8,484			1,991
Undistributed Foreign Earnings		500			1,603
Goodwill		5,955			5,532
Other		3,345			3,146
Total deferred tax liabilities		53,134			46,733
Net deferred tax assets	$	137,514		$	103,695

F-23

Income (loss) before provision for income taxes was as follows:

	Year Ended December 31,
	2014			2013		2012
	(In thousands)
U.S.	$	(64,084	)	$	135,967	$	109,958
Other than U.S.		8,392			121,054		95,259
Income (loss) before provision for (benefit from) income taxes	$	(55,692	)	$	257,021	$	205,217

The provision for income taxes consisted of:

	Year Ended December 31,
	2014			2013		2012
	(In thousands)
Current:
U.S. – federal		$            1,834			$        21,956		$          5,913
U.S. – state and local		1,544			3,053		1,344
Other than U.S.		6,478			14,136		11,292
Total current		9,856			39,145		18,549
Deferred:
U.S. – Federal		(32,910	)		26,648		32,952
U.S. – State and local		(572	)		3,354		3,787
Other than U.S.		(5,902	)		13,059		9,035
Total deferred (benefit) provision		(39,384	)		43,061		45,774
Provision for (benefit from) income taxes		$        (29,528	)		$        82,206		$        64,323

The following is a reconciliation of the U.S. statutory federal tax rate (35%) to the combined effective tax rate:

	Year Ended December 31,
	2014			2013			2012
U.S. federal statutory rate		35.0	%		35.0	%		35.0	%
State and local income taxes		2.7			3.2			2.7
Foreign rate differential		7.6			(4.6	)		(5.6	)
Tax credits		5.0			(3.3	)		(3.4	)
Dividends and deemed dividends from affiliates		3.8			2.7			2.7
Valuation allowances		(4.0	)		(1.1	)		-
Uncertain tax positions		(4.4	)		0.1			(0.5	)
Non-deductible expenses		(1.6	)		0.4			0.5
Manufacturing deduction		7.6			(0.3	)		(0.8	)
Other		1.3			(0.1	)		0.7
Effective tax rate		53.0	%		32.0	%		31.3	%

At December 31, 2014, we had a valuation allowance of $9.2 million for deferred tax assets, which we expect cannot be realized through carrybacks, future reversals of existing taxable temporary differences and our estimate of future taxable income. We believe that our remaining deferred tax assets are more likely than not realizable through carrybacks, future reversals of existing taxable temporary differences and our estimate of future taxable income. Any changes to our estimated valuation allowance could be material to our combined financial statements.

F-24

The following is an analysis of our valuation allowance for deferred tax assets:

	Beginning Balance			Charged to Costs and Expenses			Charged to Other Accounts		Deductions (Release of Allowance)		Ending Balance
	(In thousands)
Year Ended December 31, 2014	$	(6,980	)		(2,236	)		-		-	$	(9,216	)
Year Ended December 31, 2013	$	(9,709	)		-			-		2,729	$	(6,980	)
Year Ended December 31, 2012	$	(9,744	)		-			-		35	$	(9,709	)

We have foreign net operating loss benefits of $11.1 million available to offset future taxable income in foreign jurisdictions. Of the foreign net operating loss benefits, $0.9 million is scheduled to expire in 2017 to 2033. The remaining net operating loss benefits have unlimited lives.

We have state net operating loss benefits of $14.6 million available to offset future taxable income in various states. Our state net operating loss carryforwards begin to expire in 2015. We are carrying a valuation allowance of $9.2 million against the deferred tax asset related to the state loss carryforwards.

We would be subject to withholding taxes if we were to distribute earnings from certain foreign subsidiaries. For the year ended December 31, 2014, the undistributed earnings of these subsidiaries were $347.1 million. Unrecognized deferred income tax liabilities, including withholding taxes, of approximately $44.1 million would be payable upon distribution of these earnings. We have provided tax of $0.6 million on earnings we intend to remit. All other earnings are considered permanently reinvested.

NOTE 6 – LONG-TERM DEBT AND NOTES PAYABLE

	December 31,
	2014			2013
	(In thousands)
Long-term debt consists of:
Secured Debt:
Various notes payable	$	-		$	444
Other		-			3
		-			447
Less: Amounts due within one year		-			222
Long-term debt	$	-		$	225
Notes payable and current maturities of long-term debt consist of:
Short-term lines of credit	$	3,215		$	4,449
Current maturities of long-term debt		-			222
Total	$	3,215		$	4,671
Interest rate on short-term borrowing		6.3	%		6.6	%

Our short-term lines of credit represent borrowings by one of our subsidiaries. We have included this amount in notes payable and current maturities of long-term debt on our combined balance sheets. This facility is renewable annually and the interest rate associated with this line of credit was 6.3% per annum at December 31, 2014.

Credit Facility

On June 24, 2014, the Company entered into a Second Amended and Restated Credit Agreement (the “Credit Agreement”) with a syndicate of lenders and letter of credit issuers, and Bank of America, N.A., as administrative agent, which amended and restated the former credit agreement. The Credit Agreement provides for revolving credit borrowings and issuances of letters of credit in an aggregate amount of up to $1.0 billion and a term loan facility of up to $300 million. The Credit Agreement is scheduled to mature on June 24, 2019. The

F-25

proceeds of the Credit Agreement are available to us for the issuance of letters of credit, working capital needs and other general corporate purposes. The Credit Agreement includes provisions that allow for additional financial institutions to become lenders, or for any existing lender to increase its commitment thereunder, subject to an aggregate maximum of $400 million for all incremental term loan, revolving credit borrowings and letter of credit commitments. Outstanding letters of credit issued under the Credit Agreement for us totaled $112.8 million at December 31, 2014.

The Credit Agreement is guaranteed by substantially all of the Company’s wholly owned domestic subsidiaries, including the wholly-owned domestic subsidiaries of B&W PGG. Obligations under the Credit Agreement are secured by first-priority liens on certain assets owned by the Company and certain of the guarantors (including the wholly-owned domestic subsidiaries of B&W PGG). If the corporate rating of the Company and its subsidiaries from Moody’s is Baa3 or better (with a stable outlook or better), the corporate family rating of the Company and its subsidiaries from Standard & Poor’s is BBB- or better (with a stable outlook or better), and other conditions are met, the liens securing obligations under the Credit Agreement will be released, subject to reinstatement upon the terms set forth in the Credit Agreement.

Other Arrangements

We have credit arrangements with various commercial banks and other financial institutions for the issuance of letters of credit and bank guarantees in association with contracting activity. The aggregate value of all such letters of credit and bank guarantees as of December 31, 2014 was $101.5 million.

The Company and certain of our subsidiaries have jointly executed general agreements of indemnity in favor of surety underwriters relating to surety bonds those underwriters issue in support of some of our contracting activity. As of December 31, 2014, bonds issued and outstanding under these arrangements in support of our contracts totaled approximately $435.3 million.

NOTE 7 – PENSION PLANS AND POSTRETIREMENT BENEFITS

We have historically provided defined benefit retirement benefits to domestic employees under the Retirement Plan for Employees of Babcock & Wilcox Commercial Operations (the “Company Plan”), a noncontributory plan. As of 2006, the Company Plan was closed to new salaried plan entrants. In October 2012, we notified employees that, effective December 31, 2015, benefit accruals for those salaried employees covered by, and continuing to accrue service and salary adjusted benefits under the Company Plan will cease. Furthermore, effective January 1, 2016, we will make service-based, cash contributions to a defined contribution plan for those employees impacted by the plan freeze.

Effective January 1, 2012, a defined contribution component was adopted applicable to Babcock & Wilcox Canada, Ltd. (the “Canadian Plans”). Any employee with less than two years of continuous service as of December 31, 2011 was required to enroll in the defined contribution component of the Canadian Plans as of January 1, 2012 or upon completion of the six months of continuous service, whichever is later. These and future employees will not be eligible to enroll in the defined benefit component of the Canadian Plans. Additionally, during the third quarter of 2014, benefit accruals under certain hourly Canadian pension plans were ceased with an effective date of January 1, 2015. This amendment to the Canada Plans is reflected as a curtailment in 2014.

We do not provide retirement benefits to certain non-resident alien employees of foreign subsidiaries. Retirement benefits for salaried employees who accrue benefits in a defined benefit plan are based on final average compensation and years of service, while benefits for hourly paid employees are based on a flat benefit rate and years of service. Our funding policy is to fund the plans as recommended by the respective plan actuaries and in accordance with the Employee Retirement Income Security Act of 1974, as amended, or other applicable law. Funding provisions under the Pension Protection Act accelerate funding requirements to ensure full funding of benefits accrued.

We make available other benefits which include postretirement health care and life insurance benefits to certain salaried and union retirees based on their union contracts, and on a limited basis, to future retirees.

F-26

Obligations and Funded Status

	Pension Benefits Year Ended December 31,						Other Benefits Year Ended December 31,
	2014			2013			2014			2013
	(In thousands)
Change in benefit obligation:
Benefit obligation at beginning of period	$	1,295,228		$	1,419,185		$	42,349		$	50,782
Service cost		18,630			23,597			244			284
Interest cost		59,755			56,811			1,357			1,342
Plan participants’ contributions		175			188			777			551
Curtailments		772			-			-			-
Amendments		(1,048	)		-			-			-
Settlements		(23,339	)		(21,862	)		-			-
Acquisitions / transfers		4,426			6,516			-			-
Actuarial loss (gain)		178,196			(103,277	)		2,248			(4,101	)
Foreign currency exchange rate changes		(20,709	)		(17,465	)		(691	)		(655	)
Benefits paid		(74,952	)		(68,465	)		(4,894	)		(5,854	)
Benefit obligation at end of period	$	1,437,134		$	1,295,228		$	41,390		$	42,349
Change in plan assets:
Fair value of plan assets at beginning of period	$	1,125,412		$	1,092,124		$	-		$	-
Actual return on plan assets		145,867			84,536			-			-
Plan participants’ contributions		175			188			777			551
Contributions		22,861			48,253			4,117			5,303
Settlements		(23,339	)		(21,862	)		-			-
Transfers		(178	)		4,899			-			-
Foreign currency exchange rate changes		(19,183	)		(14,261	)		-			-
Benefits paid		(74,952	)		(68,465	)		(4,894	)		(5,854	)
Fair value of plan assets at the end of period		1,176,663			1,125,412			-			-
Funded status	$	(260,471	)	$	(169,816	)	$	(41,390	)	$	(42,349	)
Amounts recognized in the balance sheet consist of:
Accrued employee benefits	$	(1,450	)	$	(1,277	)	$	(5,208	)	$	(6,681	)
Accumulated postretirement benefit obligation		-			-			(36,182	)		(35,668	)
Pension liability		(260,704	)		(168,696	)		-			-
Prepaid pension		1,683			157			-			-
Accrued benefit liability, net	$	(260,471	)	$	(169,816	)	$	(41,390	)	$	(42,349	)
Amount recognized in accumulated comprehensive income (before taxes):
Prior service cost	$	2,212		$	5,803		$	57		$	117
Supplemental information:
Plans with accumulated benefit obligation in excess of plan assets
Projected benefit obligation	$	1,317,199		$	1,158,502		$	-		$	-
Accumulated benefit obligation	$	1,309,270		$	1,147,122		$	41,390		$	42,349
Fair value of plan assets	$	1,055,044		$	991,596		$	-		$	-
Plans with plan assets in excess of accumulated benefit obligation
Projected benefit obligation	$	119,935		$	136,726		$	-		$	-
Accumulated benefit obligation	$	117,503		$	132,221		$	-		$	-
Fair value of plan assets	$	121,619		$	133,816		$	-		$	-

F-27

	Pension Benefits Year Ended December 31,									Other Benefits Year Ended December 31,
	2014			2013			2012			2014		2013			2012
	(In thousands)
Components of net periodic benefit cost:
Service cost	$	18,630		$	23,597		$	23,629		$	244	$	284		$	332
Interest cost		59,755			56,811			62,528			1,357		1,342			1,871
Expected return on plan assets		(74,266	)		(74,888	)		(69,014	)		-		-			-
Amortization of prior service cost		872			1,036			1,657			60		74			76
Recognized net actuarial loss (gain)		108,854			(111,105	)		9,865			2,247		(4,101	)		2,780
Net periodic benefit cost (income)	$	113,845		$	(104,549	)	$	28,665		$	3,908	$	(2,401	)	$	5,059

Recognized net actuarial loss (gain) consists primarily of our reported actuarial loss (gain), curtailments, and the difference between the actual return on plan assets and the expected return on plan assets. Additionally, we adjusted our mortality assumption in the year ended December 31, 2014, resulting in a $46.9 million increase in our pension liability. As disclosed in Note 16, we have excluded the recognized net actuarial loss (gain) from our reportable segments and such amount has been reflected in Note 16 as the Mark to Market Adjustment in the reconciliation of reportable segment income to combined operating income. The recognized net actuarial loss (gain) and the affected combined statements of operations line items are as follows:

	Year Ended December 31,
	2014		2013		2012
	(In thousands)
Cost of operations	$	98,542	$	(94,099)	$	6,087
Selling, general and administrative expenses		12,508		(21,043)		6,598
Other – net		51		(64)		(40	)
Total	$	111,101	$	(115,206)	$	12,645

Additional Information

In the current fiscal year, we have recognized expense (income) in other comprehensive income as components of net periodic benefit cost approximately $0.9 million and $0.1 million for our pension benefits and other benefits, respectively. In the next fiscal year, we expect to recognize expense (income) in other comprehensive income as components of net periodic benefit cost approximately $0.4 million and $0.1 million for our pension benefits and other benefits, respectively.

Assumptions

	Pension Benefits				Other Benefits
	2014		2013		2014		2013
Weighted average assumptions used to determine net periodic benefit obligations at December 31:
Discount rate		3.96%		4.79%		3.45%		3.63%
Rate of compensation increase		2.63%		2.62%		-		-
Weighted average assumptions used to determine net periodic benefit cost for the years ended December 31:
Discount rate		4.79%		4.08%		3.63%		2.95%
Expected return on plan assets		6.82%		6.92%		-		-
Rate of compensation increase		2.62%		2.64%		-		-

The expected rate of return on plan assets assumption is based on the long-term expected returns for the investment mix of assets currently in the portfolio. In setting this rate, we use a building-block approach. Historic real return trends for the various asset classes in the plan’s portfolio are combined with anticipated future market conditions to estimate the real rate of return for each class. These rates are then adjusted for anticipated future

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inflation to determine estimated nominal rates of return for each class. The expected rate of return on plan assets is determined to be the weighted average of the nominal returns based on the weightings of the classes within the total asset portfolio. We are using an expected return on plan assets assumption of 7.2% for the majority of our existing pension plan assets (approximately 80% of our total pension assets at December 31, 2014). As of December 31, 2014, our existing other benefit plans are unfunded.

	2014		2013
Assumed health-care cost trend rates at December 31
Health-care cost trend rate assumed for next year		7.5%		8.0%
Rates to which the cost trend rate is assumed to decline (ultimate trend rate)		4.5%		4.5%
Year that the rate reaches ultimate trend rate		2021		2021

Assumed health-care cost trend rates have a significant effect on the amounts we report for our health-care plan. A one-percentage-point change in our assumed health-care cost trend rates would have the following effects:

	One-Percentage- Point Increase		One-Percentage- Point Decrease
	(In thousands)
Effect on total of service and interest cost	$	66	$	(57)
Effect on postretirement benefit obligation	$	974	$	(916)

Investment Goals

General

The overall investment strategy of the pension trusts is to achieve long-term growth of principal, while avoiding excessive risk and to minimize the probability of loss of principal over the long term. The specific investment goals that have been set for the pension trusts in the aggregate are (1) to ensure that plan liabilities are met when due and (2) to achieve an investment return on trust assets consistent with a reasonable level of risk.

Allocations to each asset class for both domestic and foreign plans are reviewed periodically and rebalanced, if appropriate, to assure the continued relevance of the goals, objectives and strategies. The pension trusts for both our domestic and foreign plans employ a professional investment advisor and a number of professional investment managers whose individual benchmarks are, in the aggregate, consistent with the plan’s overall investment objectives. The goals of each investment manager are (1) to meet (in the case of passive accounts) or exceed (for actively managed accounts) the benchmark selected and agreed upon by the manager and the trust and (2) to display an overall level of risk in its portfolio that is consistent with the risk associated with the agreed upon benchmark.

The investment performance of total portfolios, as well as asset class components, is periodically measured against commonly accepted benchmarks, including the individual investment manager benchmarks. In evaluating investment manager performance, consideration is also given to personnel, strategy, research capabilities, organizational and business matters, adherence to discipline and other qualitative factors that may impact the ability to achieve desired investment results.

Domestic Plans

We sponsor the Retirement Plan for Employees of Babcock & Wilcox Commercial Operations domestic defined benefit plan. The assets of this plan are commingled for investment purposes with the Company’s other sponsored domestic defined benefit plans and held by the Trustee in The Babcock & Wilcox Company Master Trust (the “Master Trust”). For the years ended December 31, 2014 and 2013, the investment return on domestic plan assets of the Master Trust (net of deductions for management fees) was approximately 14% and 7%, respectively.

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The following is a summary of the asset allocations for the Master Trust at December 31, 2014 and 2013 by asset category:

	2014		2013
Asset Category:
Fixed Income (excluding U. S. Government Securities)		38%		30%
Commingled and Mutual Funds		33%		36%
U.S. Government Securities		15%		18%
Equity Securities		7%		7%
Partnerships with Security Holdings		5%		6%
Real Estate		1%		1%
Other		1%		2%
Total		100%		100%

The target allocation for 2015 for the domestic plans, by asset class, is as follows:

Asset Class:
Fixed Income	55%
Equities	45%

Foreign Plans

We sponsor various plans through certain of our foreign subsidiaries. These plans are the Canadian Plans and the Diamond Power Specialty Limited Retirement Benefits Plan (the “Diamond UK Plan”).

The weighted average asset allocation of this plan at December 31, 2014 and 2013 by asset category was as follows:

	2014		2013
Asset Category:
Equity Securities and Commingled Mutual Funds		55%		58%
Fixed Income		43%		39%
Other		2%		3%
Total		100%		100%

The target allocation for 2015 for the foreign plans, by asset class, is as follows:

	Canadian Plans		Diamond UK Plan
Asset Class:
U. S. Equity		17%		12%
Global Equity		38%		15%
Fixed Income		45%		73%

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Fair Value

See Note 15 for a detailed description of fair value measurements and the hierarchy established for valuation inputs. The following is a summary of total investments for our plans measured at fair value at December 31, 2014:

	12/31/14		Level 1		Level 2		Level 3
	(In thousands)
Pension and Other Benefits:
Fixed Income	$	454,743	$	-	$	454,743	$	-
Equities		63,109		63,109		-		-
Commingled and Mutual Funds		438,054		4,665		433,389		-
U.S. Government Securities		144,609		137,783		6,826		-
Partnerships with Security Holdings		49,884		-		-		49,884
Real Estate		2,177		-		-		2,177
Cash and Accrued Items		24,087		19,295		4,792		-
Total Assets	$	1,176,663	$	224,852	$	899,750	$	52,061

The following is a summary of total investments for our plans measured at fair value at December 31, 2013:

	12/31/13		Level 1		Level 2		Level 3
	(In thousands)
Pension and Other Benefits:
Fixed Income	$	360,807	$	-	$	360,807	$	-
Equities		65,695		65,695		-		-
Commingled and Mutual Funds		456,535		4,221		452,314		-
U.S. Government Securities		161,567		161,567		-		-
Partnerships with Security Holdings		53,510		-		-		53,510
Real Estate		2,847		-		-		2,847
Cash and Accrued Items		24,451		16,373		8,078		-
Total Assets	$	1,125,412	$	247,856	$	821,199	$	56,357

The following is a summary of the changes in the Plans’ Level 3 instruments measured on a recurring basis for the years ended December 31, 2014 and 2013:

	Year ended December 31,
	2014		2013
	(In thousands)
Balance at beginning of period	$	56,357	$	58,229
Issuances and acquisitions		4,634		2,737
Dispositions		(16,629)		(13,837)
Realized gain		11,210		8,279
Unrealized gain		(3,511)		949
Balance at end of period	$	52,061	$	56,357

Our Level 3 instruments include assets with no market price but rather calculations of net asset values per share or its equivalent. When appropriate, we adjust these net asset values for contributions and distributions, if any, made during the period beginning on the latest net asset value valuation date and ending on our measurement date. We also consider available market data, relevant index returns, preliminary estimates from our investees and other data obtained through research and consultation with third party advisors in determining the fair value of our Level 3 instruments.

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Cash Flows

	Domestic Plans				Foreign Plans
	Pension Benefits		Other Benefits		Pension Benefits		Other Benefits
	(In thousands)
Expected employer contributions to trusts of defined benefit plans:
2015	$	-		N/A	$	14,408		N/A
Expected benefit payments:
2015	$	63,637	$	4,774	$	10,538	$	513
2016		65,936		4,348		10,832		501
2017		68,002		4,053		11,144		519
2018		69,751		3,768		11,536		544
2019		71,070		3,465		11,909		545
2020-2024		365,021		11,831		64,854		2,873

Defined Contribution Plans

Our employees participate in the Babcock & Wilcox Company Supplemental Executive Retirement Plan (the “SERP Plan”), which is a defined contribution plan. We recorded expense related to the SERP Plan of approximately $0.1 million, $0.2 million and $0.2 million in the years ended December 31, 2014, 2013 and 2012, respectively.

Our employees also participate in The Babcock & Wilcox Company Thrift Plan (the “Thrift Plan”), which generally provides for matching employer contributions of 50% of participants’ contributions up to 6% of compensation. These matching employer contributions are typically made in shares of Company common stock. We also provide service-based cash contributions under the Thrift Plan to employees not accruing benefits under our defined benefit plans. Amounts charged to expense for employer contributions under the Thrift Plan totaled approximately $7.4 million, $7.5 million and $7.9 million in the years ended December 31, 2014, 2013 and 2012, respectively.

Effective January 1, 2012, a defined contribution component was added to those Canadian Plans previously offering defined benefits to salaried employees. As of January 1, 2012, we made cash, service-based contributions under this arrangement. The amount charged to expense for employer contributions was approximately $0.6 million, $0.6 million and $0.5 million in the years ended December 31, 2014, 2013 and 2012, respectively.

Multiemployer Plans

One of our domestic subsidiaries contributes to various multiemployer plans. The plans generally provide defined benefits to substantially all unionized workers in this subsidiary.

The following table summarizes our contributions to multiemployer plans for the years covered by this report:

		Pension Protection Act Zone Zone Status		FIP/RP Status Pending/ Implemented	Contributions						Surcharge Imposed	Expiration Date Of Collective Bargaining Agreement
					2014		2013		2012
Pension Fund	EIN/PIN	2013	2012		(in millions)
Boilermaker-Blacksmith National Pension Trust	48-6168020/ 001	Yellow	Yellow	Yes		$ 16.0		$  19.0		$  18.9	No	Described Below
All Other						4.6		11.9		5.3
						$ 20.6		$  30.9		$  24.2

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The Boilermaker-Blacksmith National Pension Trust (the “Boilermaker Plan”) is, by plan, the only significant contribution of our total contributions to these funds. Our collective bargaining agreements with the Boilermaker Plan are under a National Maintenance Agreement platform which is evergreen in terms of expiration. However, the agreement allows for termination by either party with a 90-day written notice. Our contributions to the Boilermaker Plan constitute less than 5% of total contributions to the plan. All other contributions expense for all periods included in this report represents multiple amounts to various plans that, individually, are deemed to be insignificant.

NOTE 8 – RELATED PARTY TRANSACTIONS

We are a party to transactions with subsidiaries, divisions and controlled joint ventures of the Company and other Company subsidiaries in the normal course of operations. These transactions include the following:

	Year Ended December 31,
	2014		2013		2012
	(In thousands)
Sales	$	5,586	$	36,876	$	6,974
Corporate administrative expense	$	73,329	$	76,739	$	77,837

Guarantees

As of December 31, 2014, the Company has outstanding performance guarantees for various projects executed by us. These projects are all in the normal course of business. These guarantees total $2,421.4 million and range in expiration dates from 2015 to 2040. The master separation agreement requires that we and the Company use our commercially reasonable efforts to terminate all existing guarantees by one party of obligations relating to the business of the other party, including financial, performance and other guarantee obligations.

Investments

In the year ended December 31, 2012, the Company implemented an amended policy of managing and pooling cash for its domestic subsidiaries. As a result of this policy, $152.6 million of investments previously held by us were transferred to the Company.

Net Transfers to Parent

Net transfers (to) from parent represents the change in the Company’s historical investment in us. It primarily includes the net effect of cost allocations from transactions with the Company, sales to the Company and net transfers of cash and assets to the Company, as follows:

	Year Ended December 31,
	2014			2013			2012
	(In thousands)
Sales to the Company		$       (5,586	)		$    (36,876	)		$        (6,974	)
Corporate administrative expense		73,329			76,739			77,837
Income tax allocation		3,378			21,956			5,913
Acquisition of business, net of cash acquired		127,704			-			-
Transfer of investments to the Company		-			-			(152,563	)
Cash pooling and general financing activities		14,261			(14,538	)		(259,218	)
Net transfers (to) from Parent		$    213,086			$     47,281			$    (335,005	)

NOTE 9 – STOCK-BASED COMPENSATION

At December 31, 2014, certain of our officers and employees participated in benefits plans of the Company, which involve the issuance of Company common stock as described below.

2010 Long-Term Incentive Plan of The Babcock & Wilcox Company

The Company established the 2010 Long-Term Incentive Plan of The Babcock & Wilcox Company (the “Plan”) allowing members of the Board of Directors, executive officers, key employees and consultants eligibility to

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participate in the Plan. The Compensation Committee of the Company’s Board of Directors selects the participants for the Plan. The Plan provides for a number of forms of stock-based compensation, including incentive and non-qualified stock options, restricted stock, restricted stock units, performance shares and performance units, subject to satisfaction of specific performance goals. Options to purchase shares are granted at not less than 100% of the fair market value closing price on the date of grant, become exercisable at such time or times as determined when granted and expire not more than seven years after the date of grant.

In the event of a change in control of the Company, the terms of the awards under the Plan contain provisions that may cause restrictions to lapse and accelerate the exercisability of outstanding options.

The total stock-based compensation expense for the years ended December 31, 2014, 2013 and 2012 totaled $1.5 million, $2.6 million and $3.8 million, respectively, with associated tax benefit for the years ended December 31, 2014, 2013 and 2012 totaling $0.5 million, $1.0 million and $1.4 million, respectively.

At December 31, 2014, total unrecognized estimated compensation expense related to nonvested awards was $3.1 million, net of estimated tax benefits of $1.9 million. The total gross unrecognized estimated compensation expense of $5.0 million is expected to be recognized over a weighted-average period of 1.9 years.

Company Stock Options

The fair value of each option grant was estimated at the date of grant using Black-Scholes, with the following weighted-average assumptions:

	Year Ended December 31,
	2014		2013		2012
Risk-free interest rate		0.97%		0.56%		0.65%
Expected volatility		.30		.33		.36
Expected life of the option in years		3.76		3.93		3.98
Expected dividend yield		1.22%		1.19%		0%

The risk-free interest rate is based on the implied yield on a U.S. Treasury zero-coupon issue with a remaining term equal to the expected life of the option. The expected volatility is based on implied volatility from publicly traded options on Company common stock, historical volatility of the price of Company common stock and other factors. The expected life of the option is based on observed historical patterns. The expected dividend yield is based on the projected annual dividend payment per share divided by the stock price at the date of grant. This amount was zero prior to 2013 because the Company did not expect to pay dividends at the grant dates for those stock options awarded.

The following table summarizes the stock option activity for the year ended December 31, 2014 (share data in thousands):

	Number of Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value (in millions)
Outstanding at beginning of period		401			$  26.39
Transferred		(8	)		28.20
Granted		206			32.66
Exercised		(73	)		20.82
Cancelled/expired/forfeited		(13	)		30.91
Outstanding at end of period		513			$  29.55		4.9 Years		$        1.2
Exercisable at end of period		198			$  28.05		3.4 Years		$        0.8

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The aggregate intrinsic value included in the table above represents the total pretax intrinsic value that would have been received by the option holders had all option holders exercised their options on December 31, 2014. The intrinsic value is calculated as the total number of option shares multiplied by the difference between the closing price of Company common stock on the last trading day of the period and the exercise price of the options. This amount changes based on the price of Company common stock.

The weighted-average fair value of the stock options granted in the years ended December 31, 2014, 2013 and 2012 was $7.03, $6.07 and $7.57, respectively.

During the years ended December 31, 2014, 2013 and 2012, the total intrinsic value of stock options exercised was $0.9 million, $1.0 million and $0.7 million, respectively. The actual tax benefits realized related to the stock options exercised during the year ended December 31, 2014 were $0.3 million.

Company Performance Shares

Nonvested performance shares as of December 31, 2014 and changes during the year ended December 31, 2014 were as follows (share data in thousands):

	Number of Shares			Weighted- Average Grant Date Fair Value
Nonvested at beginning of period		164		$	30.23
Adjustment to assumed vesting percentage		(60	)		29.42
Transferred		(4	)		28.80
Granted		74			32.66
Vested		(57	)		34.45
Cancelled/forfeited		(6	)		28.82
Nonvested at end of period		111		$	30.64

For performance shares granted prior to 2014, the actual number of shares in which each participant vests is dependent upon achievement of certain Return on Invested Capital and Diluted Earnings Per Share targets over three-year performance periods. With respect to performance shares granted during 2014, the actual number of shares in which each participant vests is dependent upon those same targets as well as an additional Relative Total Shareholder Return target comparing B&W stock price performance to that of a custom peer group, over a three-year performance period. The number of shares in which participants can vest ranges from zero to 200% of the initial performance shares granted, to be determined upon completion of the three-year performance period. The nonvested shares at the end of the period in the table above assumes weighted-average vesting of 58%.

The actual tax benefits realized related to the performance shares vested during the year ended December 31, 2014 were $0.7 million.

Company Restricted Stock Units

Nonvested Company restricted stock units as of December 31, 2014 and changes during the year ended December 31, 2014 were as follows (share data in thousands):

	Number of Shares			Weighted- Average Grant Date Fair Value
Nonvested at beginning of period		54		$	27.43
Transferred		(1	)		27.77
Granted		38			32.66
Vested		(25	)		28.19
Cancelled/forfeited		(2	)		29.80
Nonvested at end of period		64		$	30.16

The actual tax benefits realized related to the restricted stock units vested during the year ended December 31, 2014 were $0.3 million.

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NOTE 10 – COMMITMENTS AND CONTINGENCIES

Investigations and Litigation

Berlin Station

Our subsidiary, Babcock & Wilcox Construction Co., Inc. (“BWCC”), is currently in a dispute with a customer in connection with a 75MW biomass-energy power plant that BWCC designed and built in Berlin, New Hampshire. The dispute primarily concerns material claims by BWCC against its customer for contract changes relating to schedule delays, delay costs, extra work, withheld payments, improper draws on letters of credit and withheld contract-retention amounts. The customer has made nine partial draws totaling approximately $11.0 million under letters of credit that were outstanding in connection with the project. These draws correspond to a total of approximately $11.9 million in alleged liquidated damages for delay (“Delay LDs”) on the project.

Following the customer’s denial of BWCC’s change order request relating to schedule delays, delay costs and extra work incurred up to that time, on January 16, 2014, BWCC filed suit against the customer in the Court of Common Pleas, Summit County, Ohio, Case No. 2014 01 0208, seeking damages in excess of $37 million (the “Ohio suit”). On or about January 30, 2014, BWCC’s customer filed suit against BWCC in the Superior Court of Coos County, New Hampshire, Case No. 214-2014-CV-14 alleging breach of contract and seeking unspecified amounts (the “New Hampshire suit”), which was subsequently transferred to the New Hampshire business court. On June 26, 2014, the Ohio suit was dismissed on jurisdictional and forum non conveniens grounds. On August 29, 2014, BWCC filed its Answer, Affirmative Defenses and Counterclaim in the New Hampshire suit seeking recovery of damages incurred to date of at least $66 million in connection with all matters currently in dispute.

There is a risk that the customer will attempt to call all or part of the remaining $21.9 million of letters of credit during the pendency of this matter. We believe any such call would be wrongful and entitle us to return of the funds and other damages. We have made provisions in our financial statements as disclosed in Note 1 for Delay LDs called to date against the letters of credit and have not recorded offsetting claims revenue related to these calls in our financial statements.

We believe BWCC has sound legal and factual bases for its claims. BWCC intends to aggressively pursue recovery on its claims, including recovery of the wrongful calls against BWCC’s letters of credit. However, it is premature to predict the outcome of this matter. The litigation could be lengthy, and if BWCC’s customer were to prevail completely or substantially in this matter, the outcome could have a material adverse effect on our financial statements.

ARPA

On February 28, 2014, Arkansas River Power Authority (“ARPA”) filed suit against Babcock & Wilcox Power Generation Group, Inc. (“PGG OpCo”) in the United States District Court for the District of Colorado (Case No. 14-cv-00638-CMA-NYW) alleging breach of contract, negligence, fraud and other claims arising out of PGG OpCo’s delivery of a circulating fluidized bed (“CFB”) boiler and related equipment used in the Lamar Repowering Project pursuant to a 2005 contract.

In 2009, PGG OpCo informed ARPA that the boiler would require a selective non-catalytic reduction system in order to achieve contractual emissions guarantees, which PGG OpCo supplied in 2010. PGG OpCo recommended additional modifications in 2011 and 2012 to ensure the boiler would meet contractual emissions guarantees; however, ARPA has not installed all of the recommended modifications. ARPA has not announced whether it intends to complete and commission the Lamar plant.

On April 16, 2014, PGG OpCo filed an Answer asserting numerous defenses, including waiver, prevention of performance and failure to mitigate damages and Counterclaims alleging bad faith, breach of contract and unjust enrichment. ARPA filed an Answer to the Counterclaims on May 7, 2014. The District Court granted leave for ARPA to amend its Complaint, and ARPA’s First Amended Complaint was accepted on March 20, 2015. PGG OpCo filed its Answer to the First Amended Complaint on April 1, 2015. Discovery is ongoing and a trial date has not been set.

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We believe that ARPA has asserted damages theories that are highly speculative and without legal or economic support as a litigation tactic. We also believe most of the alleged damages are expressly waived and/or capped in enforceable provisions of the 2005 contract. We cannot estimate the possible loss at this time. However, in addition to establishing other relevant sub-caps and including an explicit waiver of a broad range of damages, including consequential damages, the 2005 contract provides an overall cap of liability at the original contract price of approximately $20.5 million. ARPA has alleged various theories of possible liability and damages that would lead to vastly different measures of damages, making it impracticable to estimate a range of possible outcomes; however, ARPA’s damage claims total approximately $170 million. PGG OpCo does not believe it is probable that ARPA will be successful in any of its claims. PGG OpCo believes it has strong defenses and intends to aggressively defend this matter and pursue its counterclaims. However, if ARPA were to prevail on all or any significant portion of its claims in this matter, the outcome could have a material adverse effect on our financial condition.

Other Litigation and Settlements

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

The case was filed August 26, 2011 in the Circuit Court for the City of Lynchburg, Commonwealth of Virginia and alleged that the Company Parties owed royalties on certain commercial nuclear contracts performed by the Company and certain of its subsidiaries since 2004. As a result of the jury’s decision and notwithstanding the on-going evaluation of post-trial remedies, we have made provisions in our financial statements for $15 million of the jury award that relates to our Nuclear Energy segment.

Additionally, due to the nature of our business, we are, from time to time, involved in routine litigation or subject to disputes or claims related to our business activities, including, among other things:

• performance- or warranty-related matters under our customer and supplier contracts and other business arrangements; and

• workers’ compensation claims, premises liability claims and other claims.

Based upon our prior experience, we do not expect that any of these other litigation proceedings, disputes and claims will have a material adverse effect on our combined financial condition, results of operations or cash flows.

Operating Leases

Future minimum payments required under operating leases that have initial or remaining noncancellable lease terms in excess of one year at December 31, 2014 are as follows (in thousands):

Fiscal Year Ending December 31,	Amount
2015	$	5,522
2016	$	3,387
2017	$	2,604
2018	$	1,600
2019	$	1,200
Thereafter	$	1,221

Total rental expense for the years ended December 31, 2014, 2013 and 2012 was $6.9 million, $6.3 million and $6.6 million, respectively. These expense amounts include contingent rentals and are net of sublease income, neither of which is material.

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NOTE 11 – RISKS AND UNCERTAINTIES

Percentage-of-Completion Accounting

As of December 31, 2014, in accordance with the percentage-of-completion method of accounting, we have provided for our estimated costs to complete all of our ongoing contracts. However, it is possible that current estimates could change due to unforeseen events, which could result in adjustments to overall contract costs. The risk on fixed-priced contracts is that revenue from the customer does not cover increases in our costs. It is possible that current estimates could materially change for various reasons, including, but not limited to, fluctuations in forecasted labor productivity or steel and other raw material prices. Increases in costs on our fixed-price contracts could have a material adverse impact on our combined financial condition, results of operations and cash flows. Alternatively, reductions in overall contract costs at completion could materially improve our combined financial condition, results of operations and cash flows.

Insurance

Upon the February 22, 2006 effectiveness of the settlement relating to the Chapter 11 proceedings involving several of our subsidiaries, most of our subsidiaries contributed substantial insurance rights to the asbestos personal injury trust, including rights to (1) certain pre-1979 primary and excess insurance coverages and (2) certain of our 1979-1986 excess insurance coverage. These insurance rights provided coverage for, among other things, asbestos and other personal injury claims, subject to the terms and conditions of the policies. The contribution of these insurance rights was made in exchange for the agreement on the part of the representatives of the asbestos claimants, including the representative of future claimants, to the entry of a permanent injunction, pursuant to Section 524(g) of the U.S. Bankruptcy Code, to channel to the asbestos trust all asbestos-related claims against our subsidiaries and former subsidiaries arising out of, resulting from or attributable to their operations, and the implementation of related releases and indemnification provisions protecting those subsidiaries and their affiliates from future liability for such claims. Although we are not aware of any significant, unresolved claims against our subsidiaries and former subsidiaries that are not subject to the channeling injunction and that relate to the periods during which such excess insurance coverage related, with the contribution of these insurance rights to the asbestos personal injury trust, it is possible that we could have underinsured or uninsured exposure for non-derivative asbestos claims or other personal injury or other claims that would have been insured under these coverages had the insurance rights not been contributed to the asbestos personal injury trust.

NOTE 12 – FINANCIAL INSTRUMENTS WITH CONCENTRATIONS OF CREDIT RISK

Our principal businesses are the construction and supply of fossil-fuel and nuclear steam generating equipment to the electric power generation industry. Our customers are principally the electric power generation industry (including government-owned utilities and independent power producers) and other process industries. These concentrations of customers may impact our overall exposure to credit risk, either positively or negatively, in that our customers may be similarly affected by changes in economic or other conditions. However, none of our customers individually make up more than 10% of our revenues in any given year. In addition, we and many of our customers operate worldwide and are therefore exposed to risks associated with the economic and political forces of various countries and geographic areas. See Note 16 for additional information about our operations in different geographic areas.

We believe that our provision for possible losses on uncollectible accounts receivable is adequate for our credit loss exposure. At December 31, 2014 and 2013, the allowance for possible losses that we deducted from accounts receivable – trade on the accompanying combined balance sheets was $6.3 million and $3.5 million, respectively.

F-38

NOTE 13 – INVESTMENTS

The following is a summary of our available-for-sale securities at December 31, 2014:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
	(In thousands)
Commercial paper	$	1,997	$	-	$	-		$	1,997
Asset-backed securities and collateralized mortgage obligations		308		-		(42	)		266
Total	$	2,305	$	-	$	(42	)	$	2,263

The following is a summary of our available-for-sale securities at December 31, 2013:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
	(In thousands)
U.S. Government and agency securities	$	2,498	$	-	$	-		$	2,498
Commercial paper		6,452		1		-			6,453
Asset-backed securities and collateralized mortgage obligations		393		7		(46	)		354
Total	$	9,343	$	8	$	(46	)	$	9,305

Proceeds, gross realized gains and gross realized losses on sales of available-for-sale securities were as follows:

	Proceeds		Gross Realized Gains		Gross Realized Losses
	(In thousands)
Year Ended December 31, 2014	$	12,578	$	15	$	(2	)
Year Ended December 31, 2013	$	4,939	$	-	$	-
Year Ended December 31, 2012	$	181,210	$	17	$	-

NOTE 14 – DERIVATIVE FINANCIAL INSTRUMENTS

We have designated all of our FX forward contracts that qualify for hedge accounting as cash flow hedges. The hedged risk is the risk of changes in functional-currency-equivalent cash flows attributable to changes in FX spot rates of forecasted transactions related to long-term contracts. We exclude from our assessment of effectiveness the portion of the fair value of the FX forward contracts attributable to the difference between FX spot rates and FX forward rates. At December 31, 2014, we had deferred approximately $0.1 million of net losses on these derivative financial instruments in accumulated other comprehensive income. Assuming market conditions continue, we expect to recognize substantially all of this amount in the next twelve months.

At December 31, 2014, our derivative financial instruments consisted of FX forward contracts. The notional value of our FX forward contracts totaled $74.2 million at December 31, 2014, with maturities extending to December 2016. These instruments consist primarily of contracts to purchase or sell Canadian Dollars. We are exposed to credit-related losses in the event of nonperformance by counterparties to derivative financial instruments. We attempt to mitigate this risk by using major financial institutions with high credit ratings. The counterparties to all of our FX forward contracts are financial institutions included in our credit facility. Our hedge counterparties have the benefit of the same collateral arrangements and covenants as described under our credit facility.

F-39

The following tables summarize our derivative financial instruments at December 31, 2014 and 2013:

	Asset and Liability Derivatives
	December 31,
	2014		2013
	(In thousands)
Derivatives Designated as Hedges:
Foreign Exchange Contracts:
Location
Accounts receivable-other	$	541	$	1,139
Other assets	$	-	$	94
Accounts payable	$	2,744	$	581
Other liabilities	$	743	$	603
Derivatives Not Designated as Hedges:
Foreign Exchange Contracts:
Location
Accounts receivable-other	$	176	$	464
Other assets	$	-	$	50
Accounts payable	$	284	$	10

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

	December 31,
	2014			2013
	(In thousands)
Derivatives Designated as Hedges:
Cash Flow Hedges:
Foreign Exchange Contracts:
Amount of loss recognized in other comprehensive income	$	(3,184	)	$	(5,936	)
Gain (loss) reclassified from accumulated other comprehensive income into earnings: effective portion
Location
Revenues	$	620		$	(1,885	)
Cost of operations	$	(2,793	)	$	(2,174	)
Other-net	$	4		$	144
Loss recognized in income: portion excluded from effectiveness testing
Location
Other-net	$	(104	)	$	(349	)
Derivatives Not Designated as Hedges:
Forward Contracts:
Gain (loss) recognized in income
Location
Other-net	$	(184	)	$	96

NOTE 15 – FAIR VALUE MEASUREMENTS

FASB Topic Fair Value Measurements and Disclosures defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. This topic also sets forth the disclosure requirements regarding fair value and establishes a hierarchy for valuation inputs that emphasizes the use of observable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy established by this topic is as follows:

• Level 1 – inputs are based upon quoted prices for identical instruments traded in active markets.

• Level 2 – inputs are based upon quoted prices for similar instruments in active markets, quoted prices for similar or identical instruments in inactive markets and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets and liabilities.

F-40

• Level 3 – inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models and similar valuation techniques.

The following sections describe the valuation methodologies we use to measure the fair values of our available-for-sale securities, derivatives and other financial instruments.

Available-for-Sale-Securities

Investments primarily include money-market funds and mortgage-backed securities. In general, and where applicable, we principally use a composite of observable prices and quoted prices in active markets for identical assets or liabilities to determine fair value. This pricing methodology applies to our Level 1 and Level 2 investments. Based on our analysis of these investments, we believe that none of our available-for-sale securities were other than temporarily impaired at December 31, 2014.

Fair Value Measurements

The following is a summary of our available-for-sale securities measured at fair value at December 31, 2014:

	12/31/14		Level 1		Level 2		Level 3
	(In thousands)
Commercial paper	$	1,997	$	-	$	1,997	$	-
Asset-backed securities and collateralized mortgage obligations		266		-		266		-
Total	$	2,263	$	-	$	2,263	$	-

The following is a summary of our available-for-sale securities measured at fair value at December 31, 2013:

	12/31/13		Level 1		Level 2		Level 3
	(In thousands)
U.S. Government and agency securities	$	2,498	$	2,498	$	-	$	-
Commercial paper		6,453		-		6,453		-
Asset-backed securities and collateralized mortgage obligations		354		-		354		-
Total	$	9,305	$	2,498	$	6,807	$	-

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

Derivatives

Level 2 derivative assets and liabilities currently consist of FX forward contracts. Where applicable, the value of these derivative assets and liabilities is computed by discounting the projected future cash flow amounts to present value using market-based observable inputs, including FX forward and spot rates, interest rates and counterparty performance risk adjustments. At December 31, 2014 and 2013, we had forward contracts outstanding to purchase or sell foreign currencies, primarily Canadian Dollars, with a total fair value of $(3.1) million and $0.6 million, respectively.

Other Financial Instruments

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

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

F-41

Long- and short-term debt. We base the fair values of debt instruments on quoted market prices. Where quoted prices are not available, we base the fair values on the present value of future cash flows discounted at estimated borrowing rates for similar debt instruments or on estimated prices based on current yields for debt issues of similar quality and terms. The fair value of our debt instruments approximated their carrying value at December 31, 2014 and December 31, 2013.

Guarantee. In the year ended December 31, 2014, we issued a letter of credit with a four year term totaling approximately $10 million in support of a bank loan borrowed by Thermax Babcock & Wilcox Energy Solutions Private Limited (“TBWES”). TBWES is an unconsolidated affiliate and the letter of credit can be drawn if TBWES defaults on the loan. We recognized the fair value of this guarantee totaling $1.7 million in other liabilities on our combined balance sheet at December 31, 2014 with an associated increase to our investments in unconsolidated affiliates.

NOTE 16 – SEGMENT REPORTING

The operations of our segments are managed based on product offerings. Reportable segments operating performance is assessed based on gross profit, excluding special charges for restructuring activities and mark to market adjustments related to our pension and postretirement benefit plans. Segment results have been prepared utilizing the same accounting policies as the combined financial statements. Our reportable segments are Global Power, Global Services, Industrial Environmental and Nuclear Energy as described in Note 1.

1. Information about Operations:

	Year Ended December 31,
	2014			2013			2012
	(In thousands)
REVENUES:
Global Power	$	471,929		$	712,461		$	780,682
Global Services		908,682			1,055,189			1,005,277
Industrial Environmental		105,418			-			-
Nuclear Energy		103,690			153,513			253,141
	$	1,589,719		$	1,921,163		$	2,039,100
GROSS PROFIT:
Global Power	$	94,647		$	126,275		$	177,670
Global Services		193,629			225,434			220,877
Industrial Environmental		24,961			-			-
Nuclear Energy		10,667			48,466			73,249
	$	323,904		$	400,175		$	471,796
Selling, General and Administrative		(229,191	)		(228,149	)		(241,333	)
Research and Development		(18,747	)		(22,882	)		(26,018	)
Losses (Gains) on Asset Disposal and Impairments, net		(1,087	)		(1,153	)		(3,276	)
Equity in Income of Investees		8,681			18,387			17,402
Special Charges for Restructuring Activities		(30,025	)		(26,346	)		-
Mark to Market Adjustment		(111,050	)		115,142			(12,685	)
Total Operating Income (Loss)	$	(57,515	)	$	255,174		$	205,886
Other Income (Expense):
Interest income		1,170			1,527			1,451
Interest expense		(503	)		(471	)		(567	)
Other – net		1,156			791			(1,553	)
Total Other Income (Expense)		1,823			1,847			(669	)
Income before Provision for Income Taxes	$	(55,692	)	$	257,021		$	205,217

F-42

2. Information about our Product and Service Lines:

	Year Ended December 31,
	2014		2013		2012
	(In thousands)
REVENUES:
Global Power:
New build environmental equipment	$	171,175	$	310,327	$	334,692
New build steam generation systems		300,754		402,134		445,990
		471,929		712,461		780,682
Global Services:
Parts and technical services		311,294		304,597		301,593
Projects		286,094		406,196		369,092
Construction services		242,295		279,997		265,894
Operations and maintenance		68,999		64,399		68,698
		908,682		1,055,189		1,005,277
Industrial Environmental:
Environmental Solutions		48,938		-		-
Engineered Equipment		21,190		-		-
Aftermarket Services		35,290		-		-
		105,418		-		-
Nuclear Energy:
Nuclear Services		62,336		70,064		119,130
Nuclear Equipment		41,354		83,449		134,011
		103,690		153,513		253,141
	$	1,589,719	$	1,921,163	$	2,039,100

3. Information about our Operations in Different Geographic Areas:

	Year Ended December 31,
	2014		2013		2012
	(In thousands)
REVENUES(1):
United States	$	976,039	$	1,244,060	$	1,364,434
Canada		193,504		313,807		288,201
Denmark		65,436		56,336		18,504
United Kingdom		61,972		20,042		6,653
China		59,841		58,775		45,830
Sweden		29,786		37,823		101,688
Dominican Republic		27,399		473		687
Germany		22,792		22,869		34,364
Chile		15,686		9,240		11,582
Colombia		8,037		44,622		1,163
Argentina		3,100		5,737		23,529
All Other Countries		126,127		107,379		142,465
	$	1,589,719	$	1,921,163	$	2,039,100

⁽¹⁾  We allocate geographic revenues based on the location of the customer’s operations.

F-43

NET PROPERTY, PLANT AND EQUIPMENT:
United States	$	88,611	$	83,656	$	89,524
Canada		27,480		38,738		45,402
China		12,356		10,980		7,926
Mexico		12,106		8,312		8,302
United Kingdom		8,638		9,414		9,714
Denmark		6,963		8,715		8,565
Germany		1,536		2,060		2,284
All Other Countries		1,268		1,189		1,381
	$	158,958	$	163,064	$	173,098

F-44

THE POWER GENERATION OPERATIONS OF THE BABCOCK & WILCOX COMPANY

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma combined balance sheet as of December 31, 2014 and the unaudited pro forma combined statements of operations for the years ended December 31, 2014, 2013 and 2012 are based on a combined reporting entity comprised of the assets and liabilities used in managing and operating the Power Generation business combined with related captive insurance operations which will be contributed by the Company in conjunction with the planned spin-off. The summary unaudited pro forma combined financial information has been prepared to reflect the transfer of the assets and liabilities associated with the Company’s Nuclear Energy segment that are currently part of B&W PGG to the Company. See “Summary Historical and Unaudited Pro Forma Combined Financial Information.” These unaudited pro forma combined financial statements should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the combined financial statements and the accompanying notes included in this information statement.

The unaudited pro forma combined statements of operations for the years ended December 31, 2014, 2013 and 2012 reflect our results as if the separation and related transaction described above had occurred as of January 1, 2012. The unaudited pro forma combined balance sheet as of December 31, 2014 reflect our results as if the separation and related transactions described above had occurred as of such date.

The unaudited pro forma combined financial statements set forth below are based on available information and assumptions that we believe are factually supportable. The information has been prepared on a combined basis using historical results of operations and bases of assets and liabilities of B&W PGG and includes intercompany allocations of expenses. The costs to operate our business as an independent public entity may exceed the historical allocations of expenses related to areas that include, but are not limited to, litigation and other legal matters, compliance with the Sarbanes-Oxley Act and other corporate governance matters, insurance and claims management and the related cost of insurance, as well as general overall purchasing power. We estimate that B&W PGG will incur incremental costs that will range from $             million to $             million to replace services previously provided by the Company as well as other stand-alone costs, such as costs to create separate accounting, legal, senior management and tax teams. These amounts are in addition to the amounts currently included in the 2014 unaudited pro forma combined financial statements. Due to the scope and complexity of these activities, the amount and timing of these incremental costs could vary and, therefore, are not included in the unaudited pro forma combined financial statements. The unaudited pro forma combined financial statements do not reflect any pro forma adjustments related to the transition services agreements and other agreements that will be entered into in connection with the spin-off because the difference is immaterial between the estimated costs and the allocated costs to New B&W for those services included in New B&W’s historical financial statements. The unaudited pro forma combined financial statements also do not reflect any significant changes that may occur after the spin-off in our financing plans and cost structure, including expenditures related to our growth initiatives.

The unaudited pro forma financial statements are not necessarily indicative of our future performance or what our results of operations and financial position would have been if we had operated as an independent public company during the periods presented or if the transactions reflected in the pro forma adjustments had actually occurred as of the dates assumed.

F-45

THE POWER GENERATION OPERATIONS OF THE BABCOCK & WILCOX COMPANY

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

AS OF DECEMBER 31, 2014

			Pro Forma			B&W PGG
	B&W PGG		Adjustments(1)			Pro Forma
	(In thousands)
ASSETS
Current Assets:
Cash and cash equivalents	$	219,085	$	(426	)	$	218,659
Restricted cash and cash equivalents		31,816		-			31,816
Investments		1,997		-			1,997
Accounts receivable – trade, net		279,497		(14,041	)		265,456
Accounts receivable – other		37,558		(1,411	)		36,147
Contracts in progress		130,704		(22,953	)		107,751
Inventories		100,017		(1,306	)		98,711
Deferred income taxes		36,649		(48	)		36,601
Other current assets		17,371		(5,992	)		11,379
Total Current Assets		854,694		(46,177	)		808,517
Property, Plant and Equipment		422,047		(86,285	)		335,762
Less accumulated depreciation		263,089		(62,564	)		200,525
Net Property, Plant and Equipment		158,958		(23,721	)		135,237
Investments		266		-			266
Goodwill		219,332		(10,055	)		209,277
Deferred Income Taxes		117,485		(2,375	)		115,110
Investments in Unconsolidated Affiliates		109,248		-			109,248
Intangible Assets		51,626		(980	)		50,646
Other Assets		11,197		(1,698	)		9,499
TOTAL	$	1,522,806		$    (85,006	)	$	1,437,800

(1) Reflects the transfer of the assets and liabilities associated with the Company’s Canadian Nuclear Energy segment that are currently part of B&W PGG to the Company.

F-46

THE POWER GENERATION OPERATIONS OF THE BABCOCK & WILCOX COMPANY

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

AS OF DECEMBER 31, 2014

			Pro Forma			B&W PGG
	B&W PGG		Adjustments(1)			Pro Forma
	(In thousands)
LIABILITIES AND PARENT EQUITY
Current Liabilities:
Notes payable and current maturities of long-term debt	$	3,215	$	-		$	3,215
Accounts payable		168,560		(7,954	)		160,606
Accrued employee benefits		47,359		(7,895	)		39,464
Advance billings on contracts		153,573		(5,475	)		148,098
Accrued warranty expense		43,204		(5,469	)		37,735
Accrued liabilities – other		72,179		(17,352	)		54,827
Total Current Liabilities		488,090		(44,145	)		443,945
Long-term Debt		-		-			-
Accumulated Postretirement Benefit Obligation		36,182		(7,835	)		28,347
Pension Liability		260,846		(7,082	)		253,764
Other Liabilities		44,000		(1,071	)		42,929
Commitments and Contingencies (Note 10)
Parent Equity:
Parent Equity		692,661		(24,873	)		667,788
Noncontrolling interest		1,027		-			1,027
Total Parent Equity		693,688		(24,873	)		668,815
TOTAL	$	1,522,806	$	(85,006	)	$	1,437,800

(1) Reflects the transfer of the assets and liabilities associated with the Company’s Canadian Nuclear Energy segment that are currently part of B&W PGG to the Company.

F-47

THE POWER GENERATION OPERATIONS OF THE BABCOCK & WILCOX COMPANY

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2014

				Pro Forma			B&W PGG
	B&W PGG			Adjustments(1)			Pro Forma
	(In thousands)
Revenues	$	1,589,719		$	(103,690	)	$	1,486,029
Costs and Expenses:
Cost of operations		1,364,357			(97,360	)		1,266,997
Research and development costs		18,747			(264	)		18,483
Losses (Gains) on asset disposals and impairments, net		1,087			665			1,752
Selling, general and administrative expenses		241,699			(21,735	)		219,964
Special charges for restructuring activities		30,025			(9,842	)		20,183
Total Costs and Expenses		1,655,915			(128,536	)		1,527,379
Equity in Income of Investees		8,681			-			8,681
Operating Income (Loss)		(57,515	)		24,846			(32,669)
Other Income (Expense):
Interest income		1,170			(110	)		1,060
Interest expense		(503	)		11			(492)
Other – net		1,156			(366	)		790
Total Other Income (Expense):		1,823			(465	)		1,358
Income (Loss) before Provision for (Benefit from) Income Taxes		(55,692	)		24,381			(31,311)
Provision for (Benefit from) Income Taxes		(29,528	)		6,167			(23,361)
Net Income (Loss) from Continuing Operations	$	(26,164	)	$	18,214		$	(7,950)
Net Income Attributable to Noncontrolling Interest		(365	)		-			(365)
Net Income (Loss) from Continuing Operations Attributable to The Power Generation Operations of The Babcock & Wilcox Company	$	(26,529	)	$	18,214		$	(8,315)
Earnings per Common Share:
Basic:
Net Income Attributable to the Power Generation
Operations of The Babcock & Wilcox Company	$			$			$
Diluted:
Net Income Attributable to the Power Generation
Operations of The Babcock & Wilcox Company	$			$			$
Shares used in the computation of earnings per share:
Basic
Diluted

(1) Reflects the transfer of the assets and liabilities associated with the Company’s Canadian Nuclear Energy segment that are currently part of B&W PGG to the Company.

.

F-48

THE POWER GENERATION OPERATIONS OF THE BABCOCK & WILCOX COMPANY

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2013

				Pro Forma			B&W PGG
	B&W PGG			Adjustments(1)			Pro Forma
	(In thousands)
Revenues	$	1,921,163		$	(153,513)		$	1,767,650
Costs and Expenses:
Cost of operations		1,426,889			(95,719	)		1,331,170
Research and development costs		22,882			(1,839	)		21,043
Losses (Gains) on asset disposals and impairments, net		1,153			28			1,181
Selling, general and administrative expenses		207,106			(12,874	)		194,232
Special charges for restructuring activities		26,346			(8,003	)		18,343
Total Costs and Expenses		1,684,376			(118,407	)		1,565,969
Equity in Income of Investees		18,387			-			18,387
Operating Income		255,174			(35,106	)		220,068
Other Income (Expense):
Interest income		1,527			(251	)		1,276
Interest expense		(471	)		9			(462)
Other – net		791			653			1,444
Total Other Income (Expense):		1,847			411			2,258
Income before Provision for Income Taxes		257,021			(34,695	)		222,326
Provision for Income Taxes		82,206			(7,662	)		74,544
Net Income from Continuing Operations	$	174,815		$	(27,033	)	$	147,782
Net Income Attributable to Noncontrolling Interest		(289	)		-			(289)
Net Income from Continuing Operations Attributable to The Power Generation Operations of The Babcock & Wilcox Company	$	174,526		$	(27,033	)	$	147,493
Earnings per Common Share:
Basic:
Net Income Attributable to the Power Generation
Operations of The Babcock & Wilcox Company	$			$			$
Diluted:
Net Income Attributable to the Power Generation
Operations of The Babcock & Wilcox Company	$			$			$
Shares used in the computation of earnings per share:
Basic
Diluted

(1) Reflects the transfer of the assets and liabilities associated with the Company’s Canadian Nuclear Energy segment that are currently part of B&W PGG to the Company.

F-49

THE POWER GENERATION OPERATIONS OF THE BABCOCK & WILCOX COMPANY

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2012

				Pro Forma			B&W PGG
	B&W PGG			Adjustments(1)			Pro Forma
	(In thousands)
Revenues	$	2,039,100		$	(253,141	)	$	1,785,959
Costs and Expenses:
Cost of operations		1,573,391			(181,362	)		1,392,029
Research and development costs		26,018			(3,066	)		22,952
Losses (Gains) on asset disposals and impairments, net		3,276			-			3,276
Selling, general and administrative expenses		247,931			(25,223	)		222,708
Special charges for restructuring activities		-			-			-
Total Costs and Expenses		1,850,616			(209,651	)		1,640,965
Equity in Income of Investees		17,402			-			17,402
Operating Income		205,886			(43,490	)		162,396
Other Income (Expense):
Interest income		1,451			(37	)		1,414
Interest expense		(567	)		4			(563)
Other – net		(1,553	)		(441	)		(1,994)
Total Other Income (Expense):		(669	)		(474	)		(1,143)
Income before Provision for Income Taxes		205,217			(43,964	)		161,253
Provision for Income Taxes		64,323			(10,144	)		54,179
Net Income from Continuing Operations	$	140,894		$	(33,820	)	$	107,074
Net Income Attributable to Noncontrolling Interest		(141	)		-			(141)
Net Income from Continuing Operations Attributable to The Power Generation Operations of The Babcock & Wilcox Company	$	140,753		$	(33,820	)	$	106,933
Earnings per Common Share:
Basic:
Net Income Attributable to the Power Generation
Operations of The Babcock & Wilcox Company	$			$			$
Diluted:
Net Income Attributable to the Power Generation
Operations of The Babcock & Wilcox Company	$			$			$
Shares used in the computation of earnings per share:
Basic
Diluted

(1) Reflects the transfer of the assets and liabilities associated with the Company’s Canadian Nuclear Energy segment that are currently part of B&W PGG to the Company.

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