0001125282-05-005797 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • November 9th, 2005 • Foster Wheeler LTD • Heavy construction other than bldg const - contractors • New Jersey

EMPLOYMENT AGREEMENT (this “Agreement”) dated as of October 10, 2005, between FOSTER WHEELER LTD., a Bermuda company (the “Company”), and Peter J. Ganz (the “Executive”).

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Foster Wheeler Ltd. Restricted Stock Award Agreement
Restricted Stock Award Agreement • November 9th, 2005 • Foster Wheeler LTD • Heavy construction other than bldg const - contractors

In consideration of your employment with the Company, you have been issued as of the date set forth above the Restricted Shares, meaning Common Shares of Foster Wheeler Ltd., a Bermuda company (the “Company”), on the terms and conditions set forth herein. Although the Restricted Shares are not granted pursuant to the Foster Wheeler Ltd. Management Restricted Stock Plan (the “Plan”), this Restricted Stock Award Agreement (the “Agreement”) shall be interpreted as if the Restricted Shares had been granted pursuant to the Plan (including any subsequent amendments thereto to the same extent that such amendments would be applicable to shares granted pursuant to the Plan). The terms of the Plan are incorporated herein by this reference, except as such terms may be specifically altered by the terms of this Agreement, and all references to the Plan contained herein shall be construed as if the Restricted Shares had been granted pursuant to the Plan. Capitalized terms used but not defined herein

CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control Employment Agreement • November 9th, 2005 • Foster Wheeler LTD • Heavy construction other than bldg const - contractors • New Jersey

AGREEMENT by and between Foster Wheeler Inc., (the “Company”) and an indirect wholly-owned subsidiary of Foster Wheeler Ltd., a Bermuda company (“Parent”), and Peter J. Ganz(the “Executive”), dated as of the 10th day of October, 2005.

CORPORATE GUARANTEE FOSTER WHEELER LIMITED and others and THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND as Security Trustee
Foster Wheeler LTD • November 9th, 2005 • Heavy construction other than bldg const - contractors

IMPORTANT NOTICE: We recommend that you consult your solicitor or other independent legal adviser before executing this document.

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