X0303 4 2010-08-09 0001486957 Babcock & Wilcox Co BWC 0001492602 Cochran S Robert 13024 BALLANTYNE CORPORATE PLACE SUITE 700 CHARLOTTE NC 28277 0 1 0 0 President - TSG Common Stock 2010-08-09 5 A 0 793 0 A 7923 D Common Stock 2010-08-09 4 M 0 3100 0 A 11023 D Common Stock 2010-08-09 4 D 0 3100 23.76 D 7923 D Common Stock 321 I 401k Plan Stock Options (right to buy) 24.55 2010-08-02 5 A 0 12178 0 A 2017-03-04 Common Stock 12178 12178 D Stock Options (right to buy) 10.58 2010-08-02 5 A 0 22197 0 A 2016-03-05 Common Stock 22197 22197 D Restricted Stock Units 0 2010-08-09 5 A 0 9053 0 A 2012-03-05 Common Stock 9053 9053 D Restricted Stock Units 0 2010-08-09 5 A 0 8588 0 A 2011-03-03 Common Stock 8588 8588 D Restricted Stock Units 0 2010-08-09 5 A 0 8212 0 A 2013-03-04 Common Stock 8212 8212 D Restricted Stock Units 0 2010-08-09 5 A 0 10429 0 A 2012-03-05 Common Stock 10429 10429 D Restricted Stock Units 0 2010-08-09 5 A 0 3100 0 A 2010-08-09 Common Stock 3100 3100 D Restricted Stock Units 0 2010-08-09 4 M 0 3100 0 D 2010-08-09 Common Stock 3100 0 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. 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. Stock options vest in three equal annual installments beginning March 4, 2011. 1/3 of the stock options vested on March 5, 2010 and the remainder will vest in two equal annual installments beginning March 5, 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. RSU 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. 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. These RSUs represent the right to receive a cash payment equal to the product of that number of units that vest and the fair market value of BWC common stock on the vest date. The RSUs vested on August 9, 2010. Angela P. Winter, attorney-in-fact 2010-08-11