X0303 4 2011-03-04 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 2011-03-04 4 M 0 25166 24.55 A 130458 D Common Stock 2011-03-04 4 S 0 25166 D 105292 D Common Stock 2011-03-04 4 M 0 16971 0 A 122263 D Common Stock 2011-03-04 4 F 0 5507 34.55 D 116756 D Common Stock 2011-03-05 4 M 0 17029 0 A 133785 D Common Stock 2011-03-05 4 F 0 7228 34.55 D 126557 D Common Stock 2011-03-05 4 M 0 13074 0 A 139631 D Common Stock 2011-03-05 4 F 0 5549 34.55 D 134082 D Common Stock 2011-03-07 4 M 0 24164 10.58 A 158246 D Common Stock 2011-03-07 4 S 0 24164 D 134082 D Common Stock 374 I 401k Plan Stock Options (right to buy) 24.55 2011-03-04 4 M 0 25166 0 D 2017-03-04 Common Stock 25166 50330 D Restricted Stock Units 0 2011-03-04 4 M 0 16971 0 D 2013-03-04 Common Stock 16971 33944 D Restricted Stock Units 0 2011-03-04 4 A 0 26241 0 A 2014-03-04 Common Stock 26241 26241 D Stock Options (right to buy) 34.55 2011-03-04 4 A 0 82911 0 A 2018-03-04 Common Stock 82911 82911 D Restricted Stock Units 0 2011-03-05 4 M 0 17029 0 D 2012-03-05 Common Stock 17029 8514 D Restricted Stock Units 0 2011-03-05 4 M 0 13074 0 D 2012-03-05 Common Stock 13074 6735 D Stock Options (right to buy) 10.58 2011-03-07 4 M 0 24164 0 D 2016-03-05 Common Stock 24164 24164 D 25,166 shares sold on March 4, 2011 as follows: 10,620 @ $34.55; 2,204 @ $34.5505; 5,000 @ $34.5511; 942 @ $34.5521; 1,100 @ $34.5591; 1,410 @ $34.56; 390 @ $34.5626; 500 @ $34.5685; 700 @ $34.57; 800 @ $34.58; 100 @ $34.59; 400 @ $34.5962; 800 @ $34.60; 200 @ 35.00. 24,164 shares sold on March 7, 2011 as follows: 2,500 @ $34.3052; 3,002 @ $34.3073; 5,251 @ $34.3531; 700 @ $34.3943; 200 @ $34.3975; 200 @ $34.40; 600 @ $34.41; 200 @ $34.42; 1,600 @ $34.4537; 600 @ $34.52; 2,511 @ $34.60; 500 @ $34.6040; 600 @ $34.6050; 1,800 @ $34.6061; 300 @ $34.61; 400 @ $34.6150; 500 @ $34.62; 100 @ $34.63; 1,300 @ $34.6323; 1,100 @ $34.65; 200 @ $34.66. 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. Stock options vest in three equal annual installments beginning March 4, 2011. Each restricted stock unit represents a contingent right to receive one share of BWC common stock. RSUs vest in three equal annual installments beginning March 4, 2011. 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. RSUs vest in three equal annual installments beginning March 4, 2012. Grant of stock options pursuant to the Amended and Restated 2010 Long-Term Incentive Plan of The Babcock & Wilcox Company. Stock options vest in three equal annual installments beginning March 4, 2012. 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. 100% of the RSUs vest on March 5, 2012. Stock options vest in two equal annual installments beginning March 5, 2011. Angela P. Winter, attorney-in-fact 2011-03-08