0001193125-10-252094 Sample Contracts

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • November 8th, 2010 • Babcock & Wilcox Co • Engines & turbines • Delaware

This Change in Control Agreement (“Agreement”) is by and among The Babcock & Wilcox Company (the “Company”), [EMPLOYER SUBSIDIARY] (the “Employer”), and [NAME] (“Executive”).

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AMENDMENT NO. 2 TO EMPLOYEE MATTERS AGREEMENT
Employee Matters Agreement • November 8th, 2010 • Babcock & Wilcox Co • Engines & turbines • Texas

THIS AMENDMENT NO. 2 TO EMPLOYEE MATTERS AGREEMENT dated as of August 10, 2010 (this “Amendment”) is among McDermott International, Inc., a Panamanian corporation (“MII”), McDermott Investments, LLC, a Delaware limited liability company (“MI”), The Babcock & Wilcox Company, a Delaware corporation (“B&W”), and Babcock & Wilcox Investment Company, a Delaware corporation (“BWICO” and, together with MII, MI and B&W, the “Parties”).

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