BWX Technologies, Inc. — Director's Dealing 2012

May 16, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Babcock & Wilcox Co (BWC)
CIK: 0001486957
Period of Report: 2012-05-14

Reporting Person: FEES JOHN A (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-14	Restricted Stock Units	$0	A	4351	Acquired		Common Stock (4351)	Direct

Footnotes

F1: 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.

F2: RSU's vested immediately. The reporting person elected to defer receipt of shares underlying the RSU's. In accordance with his deferral election, vested shares will be delivered to the reporting person in five annual installments beginning December 1, 2020; provided that vested shares will be delivered upon the earlier to occur of the reporting person's disability or termination of service on the Board of Directors.