0001193125-12-089188 Sample Contracts

Contract
2012 Restricted Stock Unit Grant Agreement • February 29th, 2012 • Babcock & Wilcox Co • Engines & turbines

Effective [insert date] (the “Date of Grant”), the Compensation Committee of the Board of Directors (the “Committee”) of The Babcock & Wilcox Company (“B&W”) awarded you a grant of restricted stock units (“RSUs”) under the 2010 Long-Term Incentive Plan of B&W, as amended and restated February 22, 2011 (the “Plan”). The provisions of the Plan are incorporated herein by reference.

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Contract
2012 Stock Option Grant Agreement • February 29th, 2012 • Babcock & Wilcox Co • Engines & turbines

Effective [insert date] (the “Date of Grant”), the Compensation Committee of the Board of Directors (the “Committee”) of The Babcock & Wilcox Company (“B&W”) selected you to receive a grant of Non-Qualified Stock Options (the “Options”) under the 2010 Long-Term Incentive Plan of The Babcock & Wilcox Company, as amended and restated February 22, 2011 (the “Plan”). The provisions of the Plan are incorporated herein by reference.

Contract
2012 Performance Share Grant Agreement • February 29th, 2012 • Babcock & Wilcox Co • Engines & turbines

Effective [insert date] (the “Date of Grant”), the Compensation Committee of the Board of Directors (the “Committee”) of The Babcock & Wilcox Company ( “B&W”) awarded you a grant of performance shares (“Performance Shares”) under the 2010 Long-Term Incentive Plan of B&W, as amended and restated February 22, 2011 (the “Plan”). The provisions of the Plan are incorporated herein by reference.

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