0001047469-04-024155 Sample Contracts

COMMON STOCK, PREFERRED STOCK, WARRANTS AND SENIOR SECURED NOTES FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 26th, 2004 • Foster Wheeler LTD • Heavy construction other than bldg const - contractors

THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of [___________], 2004 by and among Foster Wheeler Ltd., a Bermuda company, Foster Wheeler LLC, a Delaware limited liability company, the subsidiary guarantors signatory hereto (the “Guarantors” and, together with Foster Wheeler Ltd. and Foster Wheeler LLC, the “Issuers”) and the Holders, as defined below.

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DEALER MANAGER AGREEMENT
2004 Dealer Manager Agreement • July 26th, 2004 • Foster Wheeler LTD • Heavy construction other than bldg const - contractors • New York

Foster Wheeler Ltd., a Bermuda company (the "Company"), and Foster Wheeler LLC, a Delaware limited liability company ("FW LLC"), hereby appoint Rothschild Inc. ("Rothschild") to act as exclusive dealer manager in connection with:

THIRD AMENDMENT TO THE EMPLOYMENT AGREEMENT BETWEEN FOSTER WHEELER LTD. AND RAYMOND J. MILCHOVICH
Foster Wheeler LTD • July 26th, 2004 • Heavy construction other than bldg const - contractors

THIS AMENDMENT is made and entered into this day of July, 2004 to the Employment Agreement between Foster Wheeler Ltd. ("Foster Wheeler") and Raymond J. Milchovich (the "Executive"), dated as of October 22, 2001 (the "Employment Agreement").

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