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First Amendment to the
FOSTER WHEELER INC.
1995 Stock Option Plan
(As Amended and Restated as of September 24,
2002)
WHEREAS,
Foster Wheeler Inc. (the “Company”) sponsors and
maintains the 1995 Stock Option Plan of Foster Wheeler Inc. (as
amended and restated as of September 24, 2002) (the
“Plan”); and
WHEREAS,
the final regulations issued under Internal Revenue Code
Section 409A are effective as of January 1, 2008 and
require written compliance by January 1, 2009; and
WHEREAS,
the Company has reserved the right, in its sole discretion but
subject to the approval of the Board of Directors of Foster Wheeler
Ltd. (the “Parent Board”), to amend the Plan at any
time.
NOW,
THEREFORE, by virtue and in exercise of the power reserved to
the Company under the Plan and subject to the approval of the
Parent Board, the Plan is hereby amended as follows:
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1.
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By
revising the last paragraph of Section 5(h) of the Plan in its
entirety to read as follows:
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For
purposes of the Plan, “Change in Control Price” means
the higher of (i) the highest reported sales price, regular way, of
a Common Share in any transaction reported on the New York Stock
Exchang
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