X0303 4 2010-08-09 0001486957 Babcock & Wilcox Co BWC 0001444483 Bethards Brandon C. 13024 BALLANTYNE CORPORATE PLACE SUITE 700 CHARLOTTE NC 28277 1 1 0 0 President and CEO Common Stock 2010-08-09 5 A 0 1354 0 A 40524 D Common Stock 2010-08-09 5 A 0 17912 0 A 58436 D Common Stock 2010-08-09 4 A 0 39607 0 A 98043 D Common Stock 2010-08-09 4 M 0 9758 0 A 107801 D Common Stock 2010-08-09 4 F 0 4117 23.76 D 103684 D Common Stock 2010-08-09 4 M 0 9672 0 A 113356 D Common Stock 2010-08-09 4 F 0 4081 23.76 D 109275 D Common Stock 270 I 401K Plan Stock Options (right to buy) 10.58 2010-08-02 5 A 0 48328 0 A 2016-03-05 Common Stock 48328 48328 D Stock Options (right to buy) 24.55 2010-08-02 5 A 0 75496 0 A 2017-03-04 Common Stock 75496 75496 D Restricted Stock Units 0 2010-08-09 5 A 0 29567 0 A 2012-03-05 Common Stock 29567 29567 D Restricted Stock Units 0 2010-08-09 5 A 0 14654 0 A 2011-03-03 Common Stock 14654 14654 D Restricted Stock Units 0 2010-08-09 5 A 0 50915 0 A 2013-03-04 Common Stock 50915 50915 D Restricted Stock Units 0 2010-08-09 5 A 0 25543 0 A 2012-03-05 Common Stock 25543 25543 D Restricted Stock Units 0 2010-08-09 4 M 0 9758 0 D 2012-03-05 Common Stock 9758 19809 D Restricted Stock Units 0 2010-08-09 4 M 0 9672 0 D 2011-03-03 Common Stock 9672 4982 D Grant of restricted stock received in connection with the pro-rata distribution of BWC common stock from McDermott International, Inc. ("MII") (the "Spin-off") and converted from MII restricted stock held by the Reporting Person as of the Spin-off. Includes shares of BWC common stock acquired in the spin-off. Grant of restricted stock pursuant to Restructuring Transaction Retention Agreement with Reporting Person. Based on number of units held in the BWC Thrift Plan and the fair market value of BWC common stock as of August 9, 2010. Grant of stock options received in connection with the Spin-off and converted from MII stock options held by the Reporting Person as of the Spin-off. The options will vest in two equal annual installments beginning March 5, 2011. Stock options vest in three equal annual installments beginning March 4, 2011. Grant of restricted stock units received in connection with the Spin-off and converted from MII performance shares held by the Reporting Person as of the Spin-off. RSUs represent the right to receive one share of BWC common stock for each unit that vests. 100% of the RSUs vest on March 5, 2012. 100% of the RSUs vest on March 3, 2011. Grant of restricted stock units received in connection with the Spin-off and converted from MII restricted stock units held by the Reporting Person as of the Spin-off. RSUs represent the right to receive one share of BWC common stock for each unit that vests. RSUs vest in three equal annual installments beginning March 4, 2011. RSUs vest in two equal annual installments beginning March 5, 2011. In accordance with the terms of the award, a portion of the RSUs were subject to accelerated vesting. Angela P. Winter, attorney-in-fact 2010-08-11