0001047469-04-029806 Sample Contracts

AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • September 28th, 2004 • Foster Wheeler LTD • Heavy construction other than bldg const - contractors • New York

AMENDMENT NO. 1 (this "Amendment"), dated as of September 23, 2004, to the Rights Agreement, dated as of May 21, 2001 (the "Original Agreement"), is made and entered into by and among Foster Wheeler Ltd., a Bermuda company (the "Company") and Mellon Investor Services LLC (formerly Chase Mellon Shareholders Services, L.L.C.), a New Jersey limited liability company as rights agent (the "Rights Agent"). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Original Agreement.

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