X0306 4 2013-09-10 0001486957 Babcock & Wilcox Co BWC 0001199539 FEES JOHN A 13024 BALLANTYNE CORPORATE PLACE SUITE 700 CHARLOTTE NC 28277 1 0 0 0 Dividend Equivalent Rights 2013-09-10 4 A 0 29.04 0 A Common Stock 29.04 60.92 D The dividend equivalent rights accrued on three restricted stock unit grants of which the reporting person has elected to defer receipt of the shares underlying the RSU's. Each RSU and DER represent a contingent right to receive one share of BWC common stock. In accordance with the deferral election, the DERs will be delivered to the reporting person proportionately with the RSU's to which they relate. John A. Fees, by Angela P. Winter, attorney-in-fact 2013-09-11