EX-10.1: CONSULTING AGREEMENT

Exhibit 10.1

CONSULTING AGREEMENT

     This Consulting Agreement (hereinafter the “Agreement”), is entered into and effective as of September 1, 2007, between JOHN T. La DUC (hereinafter “Consultant”) and FOSTER WHEELER INC., a Delaware corporation (collectively with its direct and indirect parents, subsidiaries and affiliates, the “Company” or “FW”).

     WHEREAS, Consultant retired as an employee of Foster Wheeler Inc effective August 13, 2007; and

     WHEREAS, FW desires to retain Consultant to provide certain services to FW as specified herein; and

     WHEREAS, Consultant is able to provide said services and desires to provide the same to FW, its affiliates, and its representatives on the terms and conditions set forth herein.

     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in further consideration of the following mutual promises, covenants and undertakings, the parties agree as follows:

	1.		Term. The term of this Agreement shall commence as of September 1, 2007 and shall continue in effect through February 29, 2008. Termination of this Agreement, except for cause, before February 29, 2008, may occur only by mutual consent or the death or permanent and total disability of Consultant as a result of bodily injury, disease or mental disorder. This Agreement may be renewed for such term, and upon such terms and conditions, as the parties may agree in a further writing.
	2.		Consulting Services.

2.1. Consultant shall perform non-exclusive consulting services for FW primarily in the nature of the services provided when consultant was Executive Vice President & Chief Financial Officer of FW, which employment ended on August 13, 2007. A listing of subject areas in which FW and Consultant have agreed that Consultant will provide services to the Company is attached to this Agreement and incorporated herein by reference.

2.2. Any additional services by Consultant beyond those referenced in Article 2.1 above shall be performed by Consultant only as agreed between Consultant and FW’s CFO.

2.3. Consultant shall at all times act in accordance with his own best judgment, experience and expertise as an independent Consultant. Consultant shall routinely communicate the status and progress of the services being performed by Consultant to FW’s CFO.

2.4 Consultant may perform consulting services and/or serve on boards of directors for persons other than FW so long as such other services do not present a conflict of interest for Consultant. Consultant shall advise FW if he enters into

any agreements to perform consulting services for any other entity or has agreed to serve on the board of directors of any other entity. Consultant will arrange his schedule and other work to ensure that FW work remains the primary priority for Consultant’s time. Should Consultant request a waiver of any potential conflict with respect to either other services or time, FW will not unreasonably withhold its consent to such waiver.

3.

Fees and Reimbursements/Invoices.

     3.1. Consultant’s compensation will be as follows:

     3.1.1. A base fee of $14,400 per month (“Base Fee”), exclusive of expenses, for which Consultant will provide up to 36 hours of services. The Consultant’s mere travel time (i.e. time when Consultant is traveling, but not also performing other types of work) will be counted at one-half the number of hours spent so traveling, and there will be no premium for weekend or holiday work.

     3.1.2. Monthly hours worked in excess of 36, up to a maximum of 104 (“Additional Fee”), exclusive of expenses, will be billed at $400 per hour, subject to the same terms and conditions for travel, weekend and holiday work as provided in Article 3.1.1. In the absence of a written agreement signed by Consultant and FW, Consultant shall neither work, nor be paid for, more than 104 hours per month.

     3.2. Consultant’s compensation and expense reimbursement shall be paid as follows:

     3.2.1 Beginning in September 2007 and each month thereafter during the term of the Agreement, Consultant’s Base Fee will be paid automatically in advance by FW by wire transfer monthly on the first business day between the first and fifth day of the month.

     3.2.2 Beginning in October 2007 and each month thereafter during the term of the Agreement, by the fifth day of the month, Consultant will provide an invoice for the previous month that provides a summary of time and activities as to the Base Fee, and a reasonably detailed description of services and time, rounded up to the nearest tenth of the hour, for any Additional Fee earned during the previous month. Consultant will also submit a reasonably detailed schedule of expenses for reimbursement including receipts. Bills and receipts may be submitted electronically.

     3.2.3 Statements for services and requests for expense reimbursement shall be submitted to

Foster Wheeler, Inc.
Attn: Franco Baseotto, Executive Vice President and CFO
Perryville Corporate Park
Clinton, NJ 08809-4000
Fax: (908) 730-5300
E-mail : franco_baseotto@fwc.com

     3.2.4 FW will promptly review the statements submitted with respect to the Additional Fee and requests for expense reimbursement, and will pay all undisputed Additional Fee and expense reimbursement amounts within 15 days of FW’s receipt of such statement. Questions regarding any Additional Fee and/or expenses will be addressed promptly with a view toward reaching an agreement, and payment for any questioned Additional Fee and/or expense amounts will be paid on the later of 15 days after the statement was received or 10 days after the questions are resolved. As to the Base Fee, FW may request additional information concerning the content of the Base Fee description and time but may not withhold payment of the Base Fee.

3.3 If this Agreement is terminated before its expiration date as a result of Consultant’s death or disability, FW shall pay Consultant or his estate any Additional Fees that he earned prior to his death or disability, but shall have no further obligation pursuant to Article 3 of this Agreement. If this Agreement is terminated before its expiration date for “Cause,” FW shall have no further obligation pursuant to Article 3 of this Agreement. For the purposes of this Agreement, “Cause” shall have the same meaning as in the Employment Agreement (as defined in Article 4 of this Agreement). If FW otherwise terminates this Agreement before its expiration date, FW shall remain liable for the Base Fees otherwise due through the expiration date, but shall have no further obligation pursuant to Article 3 of this Agreement.

4.

No Employee Benefits. Consultant and FW agree that Consultant (including his employees and agents) shall not be entitled to participate in any employee benefit plans or arrangements or fringe benefit plans or programs or payroll practice maintained or contributed to by FW or its affiliates for their employees as a result of providing consulting services or otherwise with relation to this Agreement, provided, however, it is understood that Consultant may be entitled to certain benefits related to his April 14, 2004 employment agreement with Foster Wheeler Ltd., as amended, (“Employment Agreement”) and his retirement from FW, which entitlement shall not be affected by this Agreement. Consultant hereby waives any and all claims to any Company sponsored benefits related to his provision of consulting services or otherwise with relation to this Agreement even if Consultant (including his employees and agents) at a later date is determined or adjudged to be a common law or statutory employee of the Company as a result of performing the consulting services under this Agreement. Accordingly, there

will be no withholdings from the compensation described in Articles 2 and 3 above.

5.

Nature of Relationship.

5.1. It is expressly acknowledged and agreed that, in performing any consulting services pursuant to this Agreement, Consultant shall be an independent contractor to FW and Consultant shall not be considered as having employee or agent status with respect to FW or any of its subsidiaries or affiliates for any purpose. Accordingly, FW shall not supervise, control or direct the manner or means by which Consultant performs the consulting services, and Consultant shall have no authority to contractually bind FW without FW’s express written consent.

5.2. Consultant shall be solely responsible for payment of all Federal, state and local taxes arising out of or imposed on Consultant as a result of Consultant’s performance of the consulting services or receipt of the compensation described in Articles 2 and 3 above, including by way of illustration but not limitation, Federal, state and local income taxes, Social Security taxes or social insurance obligations and any other taxes or business license fees required to be paid by Consultant by applicable law. FW shall not carry workers’ compensation insurance or any health or accident insurance to cover Consultant nor pay any amounts on account of Consultant for purposes of Social Security or social insurance, unemployment insurance, or Federal, state or local withholding and employment taxes, and shall not provide any other contributions or benefits on account of the Consultant which might be required or customary in connection with an employer-employee relationship.

5.3. Consultant agrees to indemnify and hold harmless FW and its subsidiaries and affiliates, and their respective directors, officers and employees (“FW Indemnified Parties”), from and against any taxes, penalties, interest, liabilities, costs or expenses (including, without limitation, reasonable attorney’s fees and disbursements) incurred by FW Indemnified Parties arising out of or related to Consultant’s material breach of his obligations under Article 5.2 hereof. Consultant agrees to reimburse FW and its subsidiaries and affiliates for any amounts that the Internal Revenue Service and/or any state or local tax authority claims should have been withheld by FW from monies paid to Consultant in accordance with this Agreement or as a result of the reclassification of Consultant as an employee of FW or its subsidiaries or affiliates or a determination that FW or any of its subsidiaries or affiliates shall be considered the employer of Consultant for any purpose.

6.

Indemnity. The Company agrees to the provisions of Annex 1 hereto which provide for indemnification by the Company of Consultant. Such indemnification is an integral part of this Agreement and the terms thereof are incorporated by reference as if fully stated herein. The Consultant shall indemnify and hold harmless FW Indemnified Parties from and against any Losses (as defined in Annex 1 hereto) directly or indirectly related to Consultant’s breach of this

Agreement, or gross negligence, willful misconduct, bad faith or fraud in conjunction with the Consulting Services to be provided under this Agreement; provided, however, that the Consultant shall not be required to indemnify a FW Indemnified Party for such Losses unless and until it is finally judicially determined by a court of competent jurisdiction that such Losses arose primarily because of the gross negligence, willful misconduct, bad faith or fraud of Consultant.