BWX Technologies, Inc. — Director's Dealing 2011

May 16, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Babcock & Wilcox Co (BWC)
CIK: 0001486957
Period of Report: 2011-05-12

Reporting Person: HANKS STEPHEN G (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-12	Common Stock	M	3780	—	Acquired	9158	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-12	Restricted Stock Units	$0	A	3780	Acquired	2011-05-12	Common Stock (3780)	Direct
2011-05-12	Restricted Stock Units	$0	M	3780	Disposed	2011-05-12	Common Stock (3780)	Direct

Footnotes

F1: Includes shares of BWC common stock acquired in the pro-rata distribution of BWC common stock from McDermott International, Inc.

F2: 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.

F3: 100% of the RSUs vest immediately.