X0303 4 2011-05-12 0001486957 Babcock & Wilcox Co BWC 0001199539 FEES JOHN A 13024 BALLANTYNE CORPORATE PLACE SUITE 700 CHARLOTTE NC 28277 1 0 0 0 Restricted Stock Units 0 2011-05-12 4 A 0 3780 0 A Common Stock 3780 3780 D Grant of restricted stock units pursuant to the Amended and Restated 2010 Long-Term Incentive Plan of The Babcock & Wilcox Company. Each restricted stock unit represents a contingent right to receive one share of BWC common stock. RSU's vested immediately. The reporting person elected to defer receipt of shares underlying the RSUs. In accordance with his deferral election, vested shares will be delivered to the reporting person in five annual installments beginning December 1, 2020; provided that vested shares will be delivered in a lump sum upon the earlier to occur of the reporting person's disability or termination of service on the Board of Directors. Angela P. Winter, attorney-in-fact 2011-05-16