KEY EMPLOYEE SEPARATION PLAN

EXHIBIT 10.61

Plan Document

and

Summary Plan Description

of the

L. B. Foster Company

Key Employee Separation Plan

Effective December 9, 2008

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L. B. FOSTER COMPANY

KEY EMPLOYEE SEPARATION PLAN

ARTICLE 1. INTRODUCTION

1.1 Purpose. The purposes of this L. B. Foster Company Key Employee

Separation Plan is to assist the Company to retain the services of key employees

by providing eligible employees of the Company and its Affiliates with certain

severance and welfare benefits in the event their employment is involuntarily

terminated (or constructively terminated) in connection with a Change in

Control.

1.2 Term of the Plan. The Plan shall generally be effective as of the

Effective Date, but subject to amendment from time to time in accordance with

Article 7. The Plan shall continue until terminated pursuant to Article 7

hereof.

ARTICLE 2. DEFINITIONS

Except as may otherwise be specified or as the context may otherwise

require, the following terms shall have the respective meanings set forth below

whenever used herein:

(a) "Affiliate" shall mean any parent entities, affiliated Subsidiaries and/or

divisions of the Company.

(b) "Base Pay" shall mean the Participant's annual base salary rate, exclusive

of bonuses, commissions and other incentive pay, as in effect immediately

preceding the Participant's Date of Termination.

(c) "Benefit Factor" shall mean the multiple which has been assigned to each

Participant for purposes of determining the Participant's benefit under

Section 4.2(ii).

(d) "Benefit Plans" shall mean the insurance and health and welfare benefits

plans and policies to which Participant is entitled to participate.

(e) "Board" shall mean the Board of Directors of the L. B. Foster Company.

(f) "Cause" shall mean that by majority vote, the Board has determined in good

faith that any of the following has occurred:

(i) Participant's conduct, by act or omission, constitutes gross negligence or

willful misconduct in the performance of the duties and services required of

Participant;

(ii) Participant has been convicted of, or has entered a plea of guilty or nolo

contendere to, a felony, or Participant has engaged in fraudulent or

criminal activity relating to the scope of Participant's employment (whether

or not prosecuted);

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(iii) Participant's conduct, by act or omission, constitutes a material

violation of the Company's Legal and Ethical Conduct Policy Guide, as

amended from time to time;

(iv) Participant's conduct, by act or omission, constitutes a continuing or

repeated failure to perform the duties as requested in writing by the

Participant's supervisor(s) or the Board after Participant has been afforded

a reasonable opportunity (not to exceed 30 days) to cure such breach;

(v) Participant has committed a felony or lesser crime involving moral

turpitude; or

(vi) Participant's conduct constitutes a foreseeable risk that the Company

and/or its Affiliates may be brought into public disgrace or disrepute in

any material respect.

(g) "Change in Control" shall mean the first to occur, after the Effective Date,

of any of the following:

(i) any merger, consolidation or business combination in which the stockholders

of the L. B. Foster Company immediately prior to the merger, consolidation

or business combination do not own at least a majority of the outstanding

equity interests of the surviving parent entity;

(ii) the sale of all or substantially all of the L. B. Foster Company's assets

in a single transaction or a series of related transactions;

(iii) the acquisition of beneficial ownership or control (including, without

limitation, power to vote) of a majority of the outstanding common stock of

the L. B. Foster Company by any person or entity (including a "group" as

defined by or under Section 13(d)(3) of the Securities Exchange Act, but

excluding the Company, any trustee or other fiduciary holding securities

under an employee benefit plan of the Company, and any corporation owned,

directly or indirectly, by the stockholders of the Company in substantially

the same proportions as their ownership of Shares);

(iv) a contested election of directors, as a result of which or in connection

with which the persons who were directors of the L. B. Foster Company before

such election or their nominees cease to constitute a majority of L. B.

Foster's Board.

Upon the occurrence of a Change in Control as provided above, no subsequent

event or condition shall constitute a Change in Control for purposes of the Plan

with the result that there can be no more than one Change in Control hereunder.

(h) "COBRA" means the Consolidated Omnibus Budget Reconciliation Act of 1985, as

amended.

(i) "COBRA Continuation Period" shall mean the continuation period for medical

and dental insurance to be provided under the terms of this Plan which shall

commence on the first day of the calendar month following the month in which

the Date of Termination falls.

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(j) "Code" shall mean the Internal Revenue Code of 1986, as amended.

(k) "Committee" shall mean the Compensation Committee of the Board, or any

successor committee designated by the Board.

(l) "Company" shall mean the L. B. Foster Company, a Pennsylvania corporation,

and its parent entities, Subsidiaries and Affiliates as may employ

Participant from time to time; provided that a Subsidiary which ceases to

be, directly or indirectly, through one or more intermediaries, controlling,

controlled by or under common control with the L. B. Foster Company prior to

a Change in Control (other than in connection with and as an integral part

of a series of transactions resulting in a Change in Control) shall,

automatically and without any further action, cease to be (or be a part of)

the Company and its Affiliates for purposes hereof.

(m) "Covered Change in Control Termination" shall mean, with respect to a

Participant, if, during the 90-day period immediately preceding a Change in

Control, or on or within the two-year period immediately following a Change

in Control, the occurrence of an Involuntary Termination Associated with a

Change in Control.

(n) "Date of Termination" shall mean the date on which a Covered Change in

Control Termination occurs.

(o) "Disability" shall mean the Participant's physical or mental incapacity,

with reasonable accommodation, to perform his or her usual duties with such

condition likely to remain continuously and permanently as determined by the

Company.

(p) "Effective Date" shall mean December 9, 2008.

(q) "Good Reason" shall mean the Participant's Separation from Service by the

Participant as a result of the occurrence, without the Participant's written

consent, of one of the following events:

(i) A material reduction in the Participant's annual

Base Pay (unless such reduction relates to an across-the-board

reduction similarly affecting Participant and all or substantially all

other executives of the Company and its Affiliates);

(ii) The Company makes or causes to be made a

material adverse change in the Participant's position, authority,

duties or responsibilities which results in a significant diminution in

the Participant's position, authority, duties or responsibilities,

excluding any change made in connection with (A) a reassignment to a

New Job Position, or (B) a termination of Participant's employment with

the Company for Disability, Cause, death, or temporarily as a result of

Participant's incapacity or other absence for an extended period;

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(iii) A relocation of the Company's principal place

of business, or of Participant's own office as assigned to Participant

by the Company to a location that increases Participant's normal work

commute by more than 50 miles; or

(iv) Any other action by the Company that

constitutes a material breach of the employment agreement, if any,

under which Participant's services are to be performed.

In order for Participant to terminate for Good Reason, (A) the Company

must be notified by Participant in writing within 90 days of the event

constituting Good Reason, (B) the event must remain uncorrected by the

Company for 30 days following such notice (the "Notice Period"), and

(C) such termination must occur within 60 days after the expiration of

the Notice Period.

(r) "Involuntary Termination Associated With a Change in Control" means the

Participant's Separation from Service in connection with a Change in

Control: (i) by the Company and any Affiliate for any reason other than (A)

Cause, (B) the Participant's death, or (C) the Participant's Disability; or

(ii) on account of Good Reason by the Participant.

(s) "New Job Position" shall mean a change in the Participant's position,

authority, duties or responsibilities with the Company or any Affiliate due

to the Participant's demonstrated inadequate or unsatisfactory performance,

provided the Participant had been notified of such inadequate performance

and had been given at least 30 days to cure such inadequate performance.

(t) "Notice of Termination" shall mean a notice given by the Company or

Participant, as applicable, which shall indicate the specific termination

provision in the Plan relied upon and shall set forth in reasonable detail

the facts and circumstances claimed to provide a basis for termination of

the Participant's employment under the provisions so indicated.

(u) "Participant" shall have the meaning ascribed by Article 3.

(v) "Plan" shall mean this L. B. Foster Company Key Employee Separation Plan, as

it may be amended from time to time in accordance with Article 7.

(w) "Plan Administrator" shall have the meaning ascribed by Article 12.

(x) "Release" shall have the meaning ascribed by Section 4.3.

(y) "Securities Exchange Act" shall mean the Securities Exchange Act of 1934, as

amended.

(z) "Separation from Service" shall mean a Participant's termination of

employment with the Company (including all persons treated as a single

employer under Section 414(b) and 414(c) of the Code) that constitutes a

"separation from service" within the meaning of Section 409A of the Code.

For purposes hereof, the determination of controlled group members shall be

made pursuant to the provisions of Section 414(b) and 414(c) of the Code;

provided that the language "at least 50 percent" shall be used instead of

"at least 80 percent" in each place it appears in Section 1563(a)(1), (2)

and (3) of the Code and Treas. Reg. ss. 1.414(c)-2; provided, further, where

legitimate business reasons exist (within the meaning of Treas. Reg. ss.

1.409A-1(h)(3)), the language "at least 20 percent" shall be used instead of

"at least 80 percent" in each place it appears. Whether a Participant has

Separated from Service will be determined based on all of the facts and

circumstances and in accordance with the guidance issued under Section 409A

of the Code.

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(aa) "Six Month Payment Date" means the six (6) month anniversary of the Date of

Termination.

(bb) "Stock" shall mean the common stock, par value $.01 per share, of L. B.

Foster.

(cc) "Subsidiary" shall mean any Company controlled entity.

ARTICLE 3. PARTICIPATION

3.1 Employees of the Company or any Affiliate who are determined by the

Committee, as provided in Article 5, to be responsible for the continued growth,

development and future financial success of the Company shall be eligible to

participate in the Plan. Any such employee selected to participate in the Plan

shall be referred to herein as "Participant". The initial Participants and their

respective Benefit Factors and Service Periods shall be selected and approved by

the Committee. The Committee, in its discretion, may add Participants to the

Plan and assign and approve for each of them their respective Benefit Factors

and Service Periods, from time to time, and shall periodically review and update

the list of Participants.

3.2 Notwithstanding the foregoing and subject to Section 7.2, the

Committee may terminate a Participant's participation in the Plan at any time,

in its sole and absolute discretion. Subject to Section 7.2, a termination of

Participant's employment with the Company and any Affiliate except under the

circumstances described in Section 4.1, shall automatically, with no further act

on the part of the Company or any Affiliate, terminate any right of such

Participant to participate, or receive any benefits under, this Plan.

ARTICLE 4. BENEFITS

4.1 Compensation and Benefits. Subject to Participant's execution of the Release

as provided in Section 4.3, in the event a Covered Change in Control

Termination occurs with respect to a Participant, the Company shall pay and

provide to the Participant:

(a) (i) any Base Pay earned, accrued or owing to him or her

through the Date of Termination, (ii) any individual bonuses or individual

incentive compensation not yet paid, but due and payable under the Company's

and/or its Affiliates' plans for years prior to the year of Participant's

termination of employment, (iii) reimburse Participant for all reasonable and

customary expenses incurred by Participant in performing services for the

Company prior to the Date of Termination, and (iv) payment equal to the amount

of accrued, but unused, vacation time.

(b) A lump sum cash payment equal to the applicable Benefit

Factor multiplied by: (i) Participant's Base Pay in effect as of the Date of

Termination; plus (ii) the average of the Participant's annual cash bonuses paid

or due and payable under the L.B. Foster Company Executive Annual Incentive

Compensation Plan, or any successor executive annual bonus plan thereto, for the

three full calendar years preceding the year in which the Date of Termination

occurs or, if greater, the three full calendar years ended before the Change in

Control (or, in each case, such lesser period for which annual cash bonuses were

paid or due and payable to the Participant).

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(c) To the extent permitted by applicable law and the Benefit

Plans, the Company shall maintain Participant's paid coverage for medical,

dental and vision insurance (through the payment of Participant's COBRA

premiums) until the earlier to occur of: (i) Participant obtaining the age of

65, (ii) the date Participant is provided by another employer benefits

substantially comparable to the benefits provided by the Benefit Plans (which

Participant must provide prompt notice with respect thereto to the Company), or

(iii) the expiration of the COBRA Continuation Period. During the applicable

period of coverage described in the foregoing sentence, Participant shall be

entitled to benefits, on substantially the same basis as would have otherwise

been provided had Participant not been terminated and the Company will have no

obligation to pay any benefits to, or premiums on behalf of, Participant after

such period ends. To the extent that such benefits are available under the

Benefit Plans and Participant had such coverage immediately prior to termination

of employment, such continuation of benefits for Participant shall also cover

Participant's dependents for so long as Participant is receiving such benefits

under this Section 4.1(c). The COBRA Continuation Period for medical, dental and

vision insurance under this Section 4.1(c) shall be deemed to run concurrent

with the continuation period federally mandated by COBRA (generally 18 months),

or any other legally mandated and applicable federal, state, or local coverage

period for benefits provided to terminated employees under the health care

plan(s).

(d) A lump sum cash payment of $15,000 in order to cover the

cost of outplacement assistance services for Participant and other expenses

associated with seeking another employment position.

(e) All payments to be made pursuant to this Section 4.1 shall

be made, in lump sum, no later than 60 days after the Date of Termination;

provided, however, that all benefits due under Section 4.1(c) shall be provided

as specified thereunder, and all payments due under Section 4.1(a)(ii) shall be

paid no later than the time provided for under the applicable plan or

arrangement in accordance with the applicable plan or arrangement terms.

4.2 Vesting of Equity. With respect to any equity awards or grants made by the

Company or any Affiliate to a Participant under any applicable plan, program

or agreement, upon a termination of Participant's employment with the

Company and any Affiliate pursuant to Section 4.1, the Participant's rights

to any such awards will continue to be governed by and subject to the terms

and conditions of the applicable plan, program or agreement, and related

award agreement, if any.

4.3 Release. Notwithstanding any other provision of the Plan to the contrary, no

payment or benefit otherwise provided for under or by virtue of this Article

4 of the Plan shall be paid or otherwise made available unless and until the

Participant executes and does not revoke (no later than 45 days after the

Company has provided estimates to the Participant relating to the payments

to be made under the Plan) a general release, non-disparagement and

non-competition agreement, in a form provided by the Company and

substantially as attached as Exhibit A hereto (the "Release"); provided,

however, the Company reserves the right to require a different or modified

form of release if necessary under then applicable law to effectuate the

intent of a full general release to the greatest extent permitted by law.

The Company shall provide written notice to the Participant of the

obligation to provide a signed Release. If the Company determines that the

Participant has not fully complied with any of the terms of the Release, the

Company and any Affiliate may withhold benefits described in this Article 4

of the Plan not yet in pay status or discontinue the payment of such

benefits and may require the Participant, by providing written notice of

such repayment obligation to the Participant, to repay any portion or such

benefits already received under the Plan. If the Company notifies a

Participant that repayment of all or any portion of the benefits received

under the Plan is required, such amounts shall be repaid within 30 calendar

days of the date written notice is sent. Any remedy under this Section 4.3

shall be in addition to, and not in place of, any other remedy, including

injunctive relief, that the Company and any Affiliate may have.

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4.4 WARN. Notwithstanding any other provision of the Plan to the contrary, to

the extent permitted by the Worker Adjustment and Retraining Notification

Act ("WARN"), any benefit payable hereunder to a Participant as a

consequence of the Participant's Covered Change in Control Termination shall

be reduced by any amounts required to be paid under Section 2104 of WARN to

such Participant in connection with such termination.

4.5 Termination of Employment on Account of Disability, Cause or Death.

Notwithstanding anything in this Plan to the contrary, if the Participant's

employment with the Company and any Affiliate terminates on account of

Disability, Cause or because of his or her death, the Participant shall not

be considered to have terminated employment under Section 4.1 of this Plan

and shall not receive benefits pursuant to this Article 4 of the Plan.

Notwithstanding, the Participant shall be entitled to receive disability

benefits under any disability program then maintained by the Company or any

Affiliate that covers the Participant as provided under the terms of such

disability program.

ARTICLE 5. ADMINISTRATION

5.1 The Plan shall be administered by the Committee. The Committee shall have

the full and absolute power, authority and sole discretion to construe,

interpret and administer the Plan, to make factual determinations, to

correct deficiencies therein, and to supply omissions, including resolving

any ambiguity or uncertainty arising under or existing in the terms and

provisions of the Plan, which determinations shall be final, conclusive, and

binding on the Company, its Affiliates, the Participant and any and all

interested parties.

5.2 The Committee may delegate any and all of its powers and responsibilities

hereunder to other persons by formal resolution filed with, and accepted by,

the Board. Any such delegation may be rescinded at any time by written

notice from the Committee to the person to whom delegation is made.

5.3 The Committee shall have the full and absolute authority to employ and rely

on such legal counsel, actuaries and accountants (which may also be those of

the Company and its Affiliates), and other agents, designees and delegatees,

as it may deem advisable to assist in the administration of the Plan.

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5.4 Payments to be made under this Plan are intended to be excepted from

coverage under Section 409A of the Code and the regulations promulgated

thereunder and shall be construed accordingly. Notwithstanding any provision

of this Plan to the contrary, if any benefit provided under this Plan is

subject to the provisions of Section 409A of the Code and the regulations

issued thereunder (and not excepted therefrom), the provisions of the Plan

shall be administered, interpreted and construed in a manner necessary to

comply with Section 409A of the Code, the regulations issued thereunder (or

disregarded to the extent such provision cannot be so administered,

interpreted, or construed). Accordingly, if a Participant is a "specified

employee for purposes of Section 409A" (as such term is defined in Section

409A of the Code, and determined in accordance with the procedures

established by the Company) and a payment subject to Section 409A of the

Code to the Participant is due upon Separation from Service, such payment

shall be delayed for a period of six (6) months after the date the

Participant Separates from Service (or, if earlier, the death of the

Participant). The Company reserves the right to accelerate, delay or modify

distributions to the extent permitted under Section 409A of the Code, the

regulations and other binding guidance promulgated thereunder.

ARTICLE 6. PARACHUTE TAX PROVISIONS

6.1 The provisions of this Article 6 shall apply notwithstanding anything in

this Plan to the contrary. In the event that it shall be determined that any

payment or distribution to or for the benefit of the Participant, whether

paid or payable or distributed or distributable pursuant to the terms of

this Plan or otherwise (a "Payment"), would constitute an "excess parachute

payment" within the meaning of Section 280G of the Code, the Company and its

Affiliates will apply a limitation on the Payment amount as specified in

Section 6.2.

6.2 The aggregate present value of the Payments under Article 4 of this Plan

("Plan Payments") shall be reduced (but not below zero) to the Reduced

Amount. The "Reduced Amount" shall be an amount expressed in present value

which maximizes the aggregate present value of Plan Payments without causing

any Payment to be subject to the limitation of deduction under Section 280G

of the Code. For purposes of this Article 6, "present value" shall be

determined in accordance with Section 280G(d)(4) of the Code.

6.3 Except as set forth in the next sentence, all determinations to be made

under this Article 6 shall be made by the nationally recognized independent

public accounting firm used by the Company immediately prior to the Change

in Control ("Accounting Firm"), which Accounting Firm shall provide its

determinations and any supporting calculations to the Company and the

Participant within ten (10) days of the Participant's Date of Termination;

provided, however, that, in the event the Accounting Firm will not or cannot

make such a determination, the Company and its Affiliates shall select such

other appropriate firm to make such determination. The value of the

Participant's non-competition covenant under Section 4 of the Release shall

be determined by independent appraisal by a nationally-recognized business

valuation firm, and a portion of the Plan Payments shall, to the extent of

that appraised value, be specifically allocated as reasonable compensation

for such non-competition covenant and shall not be treated as a parachute

payment.

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6.4 All of the fees and expenses of the Accounting Firm in performing the

determinations referred to in this Article 6 shall be borne solely by the

Company and its Affiliates.

ARTICLE 7. AMENDMENT AND TERMINATION

7.1 Subject to Section 7.2, the Committee shall have the right in its discretion

at any time to amend the Plan in any respect or to terminate the Plan prior

to a Change in Control for any reason.

7.2 Notwithstanding any other provision of the Plan to the contrary, the Plan

(including, without limitation, this Section 7.2) as applied to any

particular Participant may not be amended or terminated at any time within

the 90 day period immediately prior to, on or after the occurrence of a

Change in Control in any manner adverse to the interests of such

Participant, without the express written consent of such Participant, except

in the event (a) of a termination of Participant's employment with the

Company and its Affiliates under the circumstances described in Section 4.5

and/or (b) the Committee determines to amend the Plan in order to conform

the provisions of the Plan with Section 409A of the Code, the regulations

issued thereunder or an exception thereto, regardless of whether such

modification, amendment, or termination of the Plan shall adversely affect

the rights of a Participant under the Plan; and/or (c) of the Company's

material noncompliance with any financial reporting requirement under the

securities laws or other applicable law whereby the Company is required to

prepare an accounting restatement applicable to any financial reporting

period; and/or (d) a deterioration in the financial condition, revenues or

profitability of the Company.

ARTICLE 8. EMPLOYMENT RIGHTS

Nothing expressed or implied in this Plan will create any right or duty

on the part of the Company, any Affiliate or the Participant to have the

Participant remain in the employment of the Company or any Affiliate.

ARTICLE 9. MISCELLANEOUS

9.1 (a) The Company and its Affiliates shall require any successor (whether

direct or indirect, by purchase, merger, consolidation or otherwise) to all

or substantially all of the business or assets of the Company and its

Affiliates (taken as a whole) expressly to assume and agree to perform under

the terms of the Plan in the same manner and to the same extent that the

Company and its Affiliates would be required to perform it if no such

succession had taken place (provided that such a requirement to perform

which arises by operation of law shall be deemed to satisfy the requirements

for such an express assumption and agreement), and in such event the Company

and its Affiliates (as constituted prior to such succession) shall have no

further obligation under or with respect to the Plan. Failure of the Company

and its Affiliates to obtain such assumption and agreement with respect to

any particular Participant prior to the effectiveness of any such succession

shall be a breach of the terms of the Plan with respect to such Participant

and shall constitute Good Reason for purposes of this Plan. Effective upon a

transfer or assignment of this Plan, the term "Company" shall mean any

successor to the Company's business or assets as aforesaid which assumes and

agrees (or is otherwise required) to perform the Plan. Nothing in this

Section 9.1(a) shall be deemed to cause any event or condition which would

otherwise constitute a Change in Control not to constitute a Change in

Control.

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(b) To the maximum extent permitted by law, the right of any

Participant or other person to any amount under the Plan may not be subject to

voluntary or involuntary anticipation, alienation, sale, transfer, assignment,

pledge, encumbrance, attachment or garnishment by creditors of the Participant

or such other person.

(c) The terms of the Plan shall inure to the benefit of and be

enforceable by the personal or legal representatives, executors, administrators,

successors, heirs, distributees, devisees and legatees of each Participant. If a

Participant shall die while an amount would still be payable to the Participant

hereunder if he or she had continued to live, all such amounts, unless otherwise

provided herein, shall be paid in accordance with the terms of the Plan to the

Participant's devisee, legatee or other designee or, if there is no such

designee, their estate.

9.2 Except as expressly provided in Article 4, Parti