X0303 4 2011-03-04 0001486957 Babcock & Wilcox Co BWC 0001199539 FEES JOHN A 13024 BALLANTYNE CORPORATE PLACE SUITE 700 CHARLOTTE NC 28277 1 0 0 0 Common Stock 2011-03-04 4 M 0 98572 10.58 A 154749 D Common Stock 2011-03-04 4 S 0 60000 D 94749 D Common Stock 8897 I 401k Plan Stock Options (right to buy) 10.58 2011-03-04 4 M 0 98572 10.58 D 2010-08-02 2016-03-05 Common Stock 98572 0 D 60,000 shares sold on March 4, 2011 as follows: 500 @ $34.38, 200 @ $34.385, 200 @ $34.40, 200 @ $34.4175, 200 @ $34.42, 786 @ $34.43, 200 @ $34.44, 400 @ $34.4475, 200 @ $34.46, 200 @ $34.47, 200 @ $34.48, 200 @ $34.495, 100 @ $34.50, 100 @ $34.505, 800 @ $34.51, 600 @ $34.515, 204 @ $34.5202, 800 @ $34.525, 1,225 @ $34.53, 200 @ $34.5388, 700 @ $34.54, 375 @ $34.542, 200 @ $34.5425, 600 @ $34.545, 510 @ $34.55, 200 @ $34.555, 290 @ $34.5552, 731 @ $34.56, 300 @ $34.565, 600 @ $34.57, 200 @ $34.5725, 600 @ $34.58, 400 @ $34.585, 400 @ $34.59, 300 @ $34.5967, 273 @ $34.60, 200 @ $34.6025, 1,300 @ $34.61, 282 @ $34.6182, 118 @ $34.62, 200 @ $34.635, 400 @ $34.6375, 335 @ $34.64, 100 @ $34.645, 500 @ $34.65, 300 @ $34.665, 379 @ $34.6664, 100 @ $34.675, 400 @ $34.68, 100 @ $34.71, 200 @ $34.72, 107 @ $34.7207, 500 @ $34.73, 400 @ $34.735, 300 @ $34.7367, 800 @ 34.7394, 1,025 @ $34.74, 1,146 @ $34.75, 300 @ $34.76, 100 @ $34.765, 1,100 @ $34.77, 100 @ $34.78, 800 @ $34.79. Continuation from Footnote 1: 838 @ $34.80, 100 @ $34.815, 200 @ $34.82, 300 @ $34.835, 500 @ $34.84, 99 @ $34,85, 2,500 @ $34.86, 100 @ $34.87, 300 @ $34,.88, 600 @ $34.89, 17,405 @ $34.8961, 1,200 @ $34.905, 300 @ $34.91, 14 @ $34.92, 700 @ $34.94, 100 @ $34.95, 500 @ $34.98, 600 @ $34.995, 1,500 @ $35.00, 400 @ $35.01, 3 @ $35.03, 200 @ $35.08, 300 @ $35.085, 1,700 @ $35.09, 100 @ $35.095, 800 @ $35.10, 200 @ $35.12, 450 @ $35.13, 1,305 @ $35.14, 600 @ $35.16, 300 @ $35.17 . Based on number of units held in the BWC Thrift Plan and the fair market value of BWC common stock as of March 4, 2011. Angela P. Winter, attorney-in-fact 2011-03-08