0001104659-05-023727 Sample Contracts

Foster Wheeler Ltd. Management Restricted Stock Plan [Amended and Restated] Restricted Stock Award Agreement
Restricted Stock Award Agreement • May 16th, 2005 • Foster Wheeler LTD • Heavy construction other than bldg const - contractors

This Amended and Restated Restricted Stock Award Agreement supersedes the Restricted Stock Award Agreement originally entered into between you and the Company with respect to the Award in its entirety, and the Award shall hereafter be governed exclusively by this Amended and Restated Agreement, which shall be the “Agreement” for all purposes hereof. This Amended and Restated Agreement is entered into as of the original Date of Grant set forth above, and for all purposes the Award shall continue to be treated as granted on such date.

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Foster Wheeler Ltd. Management Restricted Stock Plan [Amended and Restated] Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement • May 16th, 2005 • Foster Wheeler LTD • Heavy construction other than bldg const - contractors

This Amended and Restated Restricted Stock Unit Award Agreement supersedes the Restricted Stock Unit Award Agreement originally entered into between you and the Company with respect to the Award in its entirety, and the Award shall hereafter be governed exclusively by this Amended and Restated Agreement, which shall be the “Agreement” for all purposes hereof. This Amended and Restated Agreement is entered into as of the original Date of Grant set forth above, and for all purposes the Award shall continue to be treated as granted on such date.]

FIRST AMENDMENT TO FOSTER WHEELER LTD. STOCK OPTION AGREEMENT
Stock Option Agreement • May 16th, 2005 • Foster Wheeler LTD • Heavy construction other than bldg const - contractors

The Stock Option Agreement (the “Agreement”), dated as of November 29, 2004, by and between Foster Wheeler Ltd., a Bermuda company, and , is hereby amended by agreement of the parties as follows:

FIRST AMENDMENT TO FOSTER WHEELER LTD MANAGEMENT RESTRICTED STOCK PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • May 16th, 2005 • Foster Wheeler LTD • Heavy construction other than bldg const - contractors

The Restricted Stock Unit Award Agreement (the “Agreement”), dated as of November 29, 2004, by and between Foster Wheeler Ltd., a Bermuda company, and , is hereby amended by agreement of the parties as follows:

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