FOSTER WHEELER LTD
CHANGE OF CONTROL AGREEMENT
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>8
<FILENAME>exh10-5.txt
<DESCRIPTION>CHANGE OF CONTROL AGREEMENT
<TEXT>
                                CHANGE OF CONTROL
                              EMPLOYMENT AGREEMENT



               AGREEMENT by and between Foster Wheeler US Holdings, Inc., a
Delaware corporation, which is expected to be renamed Foster Wheeler Inc., (the
"Company") and an indirect wholly-owned subsidiary of Foster Wheeler Ltd., a
Bermuda company ("Parent"), and name (the "Executive"), dated as of the 25th
day of May, 2001.

                     WHEREAS the Board of Directors of Parent (the "Board"), has
determined that it is in the best interests of Parent and its shareholders
and subsidiaries, including the Company, to assure that Parent and the Company
will have the continued dedication of the Executive, notwithstanding the
possibility, threat or occurrence of a Change of Control (as defined below). The
Board believes it is imperative to diminish the inevitable distraction of the
Executive by virtue of the personal uncertainties and risks created by a pending
or threatened Change of Control and to encourage the Executive's full attention
and dedication to the Company currently and in the event of any threatened or
pending Change of Control, and to provide the Executive with compensation and
benefits arrangements upon a Change of Control which ensure that the
compensation and benefits expectations of the Executive will be satisfied and
which are competitive with those of other corporations. Therefore, in order to
accomplish these objectives, the Board has caused the Company to enter into this
Agreement.

                     NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

               1. CERTAIN DEFINITIONS. (a) "Effective Date" shall mean the first
date during the Change of Control Period (as defined in Section 1(b)) on which a
Change of Control (as defined in Section 2) occurs. Anything in this Agreement
to the contrary notwithstanding, if a Change of Control occurs and if the
Executive's employment with the Company is terminated prior to the date on which
the Change of Control occurs, and if it is reasonably demonstrated by the
Executive that such termination of employment (i) was at the request of a third
party who has taken steps reasonably calculated to effect a Change of Control or
(ii) otherwise arose in connection with or anticipation of a Change of Control,
then for all purposes of this Agreement the "Effective Date" shall mean the date
immediately prior to the date of such termination of employment.

               (b) The "Change of Control Period" shall mean the period
commencing on the date hereof and ending on the third anniversary of the date
hereof; provided, however, that commencing on the date one year after the date
hereof, and on each annual anniversary of such date (such date and each annual
anniversary thereof shall be hereinafter referred to as the "Renewal Date"),
unless previously terminated, the Change of Control Period shall be
automatically extended so as to terminate three years from such Renewal Date,
unless at least 60 days prior to the Renewal Date the Company shall give notice
to the Executive that the Change of Control Period shall not be so extended.


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               (c) "Affiliated Company" means any company, directly or
indirectly, controlled by, controlling or under common control with Parent.

               2. CHANGE OF CONTROL. For the purpose of this Agreement, a
"Change of Control" shall mean:

               (a) The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of voting
securities of Parent where such acquisition causes such Person to own 20% or
more of the combined voting power of the then outstanding voting securities of
Parent entitled to vote generally in the election of directors (the "Outstanding
Parent Voting Securities"), provided, however, that for purposes of this
subsection (a), the following acquisitions shall not be deemed to result in a
Change of Control: (i) any acquisition directly from Parent or any corporation
or other legal entity controlled, directly or indirectly, by Parent, (ii) any
acquisition by Parent or any corporation or other legal entity controlled,
directly or indirectly, by Parent, (iii) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by Parent or any corporation or
other legal entity controlled, directly or indirectly, by Parent or (iv) any
acquisition by any corporation pursuant to a transaction that complies with
clauses (i), (ii) and (iii) of subsection (c) below; and provided, further, that
if any Person's beneficial ownership of the Outstanding Parent Voting Securities
reaches or exceeds 20% as a result of a transaction described in clause (i) or
(ii) above, and such Person subsequently acquires beneficial ownership of
additional voting securities of Parent, such subsequent acquisition shall be
treated as an acquisition that causes such Person to own 20% or more of the
Outstanding Parent Voting Securities; or

               (b) Individuals who, as of the date hereof, constitute the Board
(such individuals, the "Incumbent Board") cease for any reason to constitute at
least a majority of the Board; provided, however, that any individual becoming a
director subsequent to the date hereof whose election, or nomination for
election by Parent's shareholders, was approved by a vote of at least a majority
of the directors then comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent Board, but excluding, for
this purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or

               (c) The approval by the shareholders of Parent of a
reorganization, merger or consolidation or sale or other disposition of all or
substantially all of the assets of Parent ("Business Combination") or, if
consummation of such Business Combination is subject, at the time of such
approval by shareholders, to the consent of any government or governmental
agency, the obtaining of such consent (either explicitly or implicitly by
consummation); excluding, however, such a Business Combination pursuant to which
(i) all or substantially all of the individuals and entities who were the
beneficial owners of the Outstanding Parent Voting Securities immediately prior
to such Business Combination beneficially own, directly or indirectly, more than
60% of, respectively, the then outstanding shares of common stock and the




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combined voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a
corporation that as a result of such transaction owns Parent or all or
substantially all of Parent's assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding Parent Voting
Securities, (ii) no Person (excluding any (x) corporation owned, directly or
indirectly, by the beneficial owners of the Outstanding Parent Voting Securities
as described in clause (i) immediately preceding or (y) employee benefit plan
(or related trust) of Parent or such corporation resulting from such Business
Combination, or any of their respective subsidiaries) beneficially owns,
directly or indirectly, 20% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such Business
Combination or the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such ownership existed
prior to the Business Combination and (iii) at least a majority of the members
of the board of directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of the execution of
the initial agreement, or of the action of the Board, providing for such
Business Combination; or

               (d) approval by the shareholders of Parent of a complete
liquidation or dissolution of Parent.

               For the avoidance of doubt, neither the approval nor the
consummation of the merger of Foster Wheeler Corporation ("FWC") with and into
Foster Wheeler LLC, a Delaware limited liability company and an indirect
wholly-owned subsidiary of Parent (whereby each outstanding share of common
stock of FWC (other than those shares held by FWC or any direct or indirect
wholly-owned subsidiary of FWC) was converted into one common share of Parent),
or any restructuring transactions contemplated by or related to such merger,
shall be deemed to constitute or result in, directly or indirectly, a Change of
Control, for purposes of this Agreement.

               3. EMPLOYMENT PERIOD. The Company hereby agrees to continue the
Executive in its employ, subject to the terms and conditions of this Agreement,
for the period commencing on the Effective Date and ending on the third
anniversary of the Effective Date (the "Employment Period"). The Employment
Period shall terminate upon the Executive's termination of employment for any
reason.

               4. TERMS OF EMPLOYMENT. (a) POSITION AND DUTIES. (i) During the
Employment Period, (A) the Executive's position (including status, offices,
titles and reporting requirements), authority, duties and responsibilities shall
be at least commensurate in all material respects with the most significant of
those held, exercised and assigned at any time during the 120-day period
immediately preceding the Effective Date and (B) the Executive's services shall
be performed at the office where the Executive was employed immediately
preceding the Effective Date or at any other location less than 35 miles from
such office.

               (ii) During the Employment Period, and excluding any periods of
vacation and sick leave to which the Executive is entitled, the Executive agrees




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to devote reasonable attention and time during normal business hours to the
business and affairs of the Company and, to the extent necessary to discharge
the responsibilities assigned to the Executive hereunder, to use the Executive's
reasonable best efforts to perform faithfully and efficiently such
responsibilities. During the Employment Period it shall not be a violation of
this Agreement for the Executive to (A) serve on corporate, civic or charitable
boards or committees, (B) deliver lectures, fulfill speaking engagements or
teach at educational institutions and (C) manage personal investments, so long
as such activities do not significantly interfere with the performance of the
Executive's responsibilities as an employee of the Company in accordance with
this Agreement. It is expressly understood and agreed that to the extent that
any such activities have been conducted by the Executive prior to the Effective
Date, the continued conduct of such activities (or the conduct of activities
similar in nature and scope thereto) subsequent to the Effective Date shall not
thereafter he deemed to interfere with the performance of the Executive's
responsibilities to the Company.

               (b) COMPENSATION. (i) BASE SALARY. During the Employment Period,
the Executive shall receive an annual base salary ("Annual Base Salary"), at an
annual rate, at least equal to twelve times the highest monthly base salary paid
or payable, including any base salary which has been earned but deferred, to the
Executive by the Company and the Affiliated Companies in respect of the
twelve-month period immediately preceding the month in which the Effective Date
occurs. The Annual Base Salary shall be paid at such intervals as the Company
pays executive salaries generally. During the Employment Period, the Annual Base
Salary shall be reviewed at least annually, beginning no more than 12 months
after the last salary increase awarded to the Executive prior to the Effective
Date. Any increase in Annual Base Salary shall not serve to limit or reduce any
other obligation to the Executive under this Agreement. Annual Base Salary shall
not be reduced after any such increase and the term "Annual Base Salary" shall
refer to Annual Base Salary as so increased.

               (ii) ANNUAL AND LONG TERM BONUS. In addition to Annual Base
Salary, but subject to Section 4(b)(ix) below, the Executive shall be awarded,
for each fiscal year ending during the Employment Period, an annual bonus (the
"Annual Bonus") in cash at least equal to the Executive's highest Annual
Incentive Payment under the Annual Incentive Segment of the Company's Executive
Compensation Plan, or any comparable bonus under any successor plan, including
any bonus or portion thereof that has been earned but deferred, for the last
three full fiscal years prior to the Effective Date (or for such lesser number
of full fiscal years prior to the Effective Date for which the Executive was
eligible to earn such a bonus, and annualized in the event that the Executive
was not employed by the Company for the whole of such fiscal year) (the "Recent
Annual Bonus"). In addition, the Executive shall be awarded, for each fiscal
year during the Employment Period, a long term incentive bonus in cash at least
equal to the Executive's highest long term incentive bonus payment under the
Long Term Incentive Segment of the Company's Executive Compensation Plan, or any
comparable bonus under any successor plan including any bonus or portion thereof
that has been earned but deferred, for the last three full fiscal years prior to
the Effective Date (or for such lesser number of full fiscal years prior to the
Effective Date for which the Executive was eligible to earn such a bonus, and
annualized in the event that the Executive was not employed by the Company for
the whole of any such fiscal year) (the "Recent Long Term Bonus"). Each such



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Annual Bonus and Long Term Bonus shall be paid no later than the end of the
third month of the fiscal year next following the fiscal year for which the
Annual Bonus is awarded, unless the Executive shall elect to defer the receipt
of such Annual Bonus.

               (iii) INCENTIVE, SAVINGS AND RETIREMENT PLANS. During the
Employment Period, the Executive shall be entitled to participate in all cash
incentive, equity incentive, savings and retirement plans, practices, policies
and programs applicable generally to other peer executives of the Company and
the Affiliated Companies, but in no event shall such plans, practices, policies
and programs (taken together with the bonus payable under Section 4(b)(ii))
provide the Executive with incentive opportunities (measured with respect to
both regular and special incentive opportunities, to the extent, if any, that
such distinction is applicable), savings opportunities and retirement benefit
opportunities, in each case, less favorable, in the aggregate, than the most
favorable of those provided by the Company and the Affiliated Companies for the
Executive under such plans, practices, policies and programs as in effect at any
time during the 120-day period immediately preceding the Effective Date or if
more favorable to the Executive, those provided generally at any time after the
Effective Date to other peer executives of the Company and the Affiliated
Companies.

               (iv) WELFARE BENEFIT PLANS. During the Employment Period, the
Executive and/or the Executive's family, as the case may be, shall be eligible
for participation in and shall receive all benefits under welfare benefit plans,
practices, policies and programs provided by the Company and the Affiliated
Companies (including, without limitation, medical, prescription, dental,
disability, salary continuance, employee life, group life, accidental death and
travel accident insurance plans and programs) to the extent applicable generally
to other peer executives of the Company and the Affiliated Companies, but in no
event shall such plans, practices, policies and programs provide the Executive
with benefits which are less favorable, in the aggregate, than the most
favorable of such plans, practices, policies and programs in effect for the
Executive at any time during the 120-day period immediately preceding the
Effective Date or, if more favorable to the Executive, those provided generally
at any time after the Effective Date to other peer executives of the Company and
the Affiliated Companies.

               (v) EXPENSES. During the Employment Period, the Executive shall
be entitled to receive prompt reimbursement for all reasonable expenses incurred
by the Executive in accordance with the most favorable policies, practices and
procedures of the Company and the Affiliated Companies in effect for the
Executive at any time during the 120-day period immediately preceding the
Effective Date or, if more favorable to the Executive, as in effect generally at
any time thereafter with respect to other peer executives of the Company and the
Affiliated Companies.

               (vi) FRINGE BENEFITS. During the Employment Period, the Executive
shall be entitled to fringe benefits, including, without limitation, tax and
financial planning services, payment of club dues, and, if applicable, use of an
automobile and payment of related expenses, in accordance with the most
favorable plans, practices, programs and policies of the Company and the
Affiliated Companies in effect for the Executive at any time during the 120-day
period immediately preceding the Effective Date or, if more favorable to the



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Executive, as in effect generally at any time thereafter with respect to other
peer executives of the Company and the Affiliated Companies.

               (vii) OFFICE AND SUPPORT STAFF. During the Employment Period, the
Executive shall be entitled to an office or offices of a size and with
furnishings and other appointments, and to exclusive personal secretarial and
other assistance, at least equal to the most favorable of the foregoing provided
to the Executive by the Company and the Affiliated Companies at any time during
the 120-day period immediately preceding the Effective Date or, if more
favorable to the Executive, as provided generally at any time thereafter with
respect to other peer executives of the Company and the Affiliated Companies.

               (viii) VACATION. During the Employment Period, the Executive
shall be entitled to paid vacation in accordance with the most favorable plans,
policies, programs and practices of the Company and the Affiliated Companies as
in effect for the Executive at any time during the 120-day period immediately
preceding the Effective Date or, if more favorable to the Executive, as in
effect generally at any time thereafter with respect to other peer executives of
the Company and the Affiliated Companies.

               (ix) As soon as practicable following the Effective Date, the
Executive shall receive an immediate payment in cash of the Executive's Annual
Incentive Payment under the Executive Compensation Plan for the year in which
the Change of Control takes place, based upon the Executive's Target Incentive
percentage with an Adjustment Factor of 1.0. If it is determined, after the end
of such year, that the Annual Incentive Payment (or other bonus) that is
actually earned for such year exceeds the amount paid pursuant to the preceding
sentence, the excess shall be paid to such participant in accordance with the
terms of the Plan. In addition, as soon as practicable following the Effective
Date, the Executive shall receive immediate payment in cash of a pro rata
portion of the Executive's Performance Units under the Executive Compensation
Plan for each Cycle that includes the Effective Date, based upon a Performance
Unit value equal to the highest such value paid with respect to any of the most
recent three Cycles ending before the Effective Date, and pro-rated based upon
the ratio of the number of days during the portion of the relevant Cycle that
occurs before the Effective Date to the total number of days during such Cycle.
If it is determined, after the end of the relevant Cycle, that the value of the
Performance Units for such Cycles as actually earned exceeds the amount paid
with respect thereto pursuant to the preceding sentence, the excess shall be
paid to such participant in accordance with the terms of the Plan.
Notwithstanding the foregoing, if as of the Effective Date the Executive
Compensation Plan has been amended or replaced, such that any of the foregoing
provisions are no longer applicable, the Executive shall be entitled to receive
payments with respect to the annual and long term awards thereunder for periods
that include the Effective Date on an equivalent basis (I.E., payment of the
annual awards as if target performance had been achieved, without pro-ration,
and payment of a pro-rata portion of the long term awards based upon the highest
level of achievement during the three performance periods immediately preceding
the Effective Date).

               5. TERMINATION OF EMPLOYMENT. (a) DEATH OR DISABILITY. The
Executive's employment shall terminate automatically if the Executive dies



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during the Employment Period. If the Company determines in good faith that the
Disability (as defined herein) of the Executive has occurred during the
Employment Period (pursuant to the definition of "Disability"), it may give to
the Executive written notice in accordance with Section 12(b) of its intention
to terminate the Executive's employment. In such event, the Executive's
employment with the Company shall terminate effective on the 30th day after
receipt of such notice by the Executive (the "Disability Effective Date"),
provided that, within the 30 days after such receipt, the Executive shall not
have returned to full-time performance of the Executive's duties. For purposes
of this Agreement, "Disability" shall mean the absence of the Executive from the
Executive's duties with the Company on a full-time basis for 180 consecutive
business days as a result of incapacity due to mental or physical illness which
is determined to be total and permanent by a physician selected by the Company
or its insurers and acceptable to the Executive or the Executive's legal
representative.

               (b) CAUSE. The Company may terminate the Executive's employment
during the Employment Period for Cause. For purposes of this Agreement, "Cause"
shall mean:

                         (i) the willful and continued failure of the Executive
           to perform substantially the Executive's duties (as contemplated by
           Section 4(a)(1)(A)) with the Company or any Affiliated Company (other
           than any such failure resulting from incapacity due to physical or
           mental illness or following the Executive's delivery of a Notice of
           Termination for Good Reason), after a written demand for substantial
           performance is delivered to the Executive by the Board or the Chief
           Executive Officer of the Company which specifically identifies the
           manner in which the Board or Chief Executive Officer of the Company
           believes that the Executive has not substantially performed the
           Executive's duties, or

                         (ii) the willful engaging by the Executive in illegal
           conduct or gross misconduct which is materially and demonstrably
           injurious to the Company.

For purposes of this provision, no act or failure to act, on the part of the
Executive, shall be considered "willful" unless it is done, or omitted to be
done, by the Executive in bad faith or without reasonable belief that the
Executive's action or omission was in the best interests of the Company. Any
act, or failure to act, based upon authority given pursuant to a resolution duly
adopted by the Board or upon the instructions of the Chief Executive Officer of
the Company or a senior officer of the Company or based upon the advice of
counsel for the Company shall be conclusively presumed to be done, or omitted to
be done, by the Executive in good faith and in the best interests of the
Company. The cessation of employment of the Executive shall not be deemed to be
for Cause unless and until there shall have been delivered to the Executive a
copy of a resolution duly adopted by the affirmative vote of not less than
three-quarters of the entire membership of the Board (excluding the Executive,
if the Executive is a member of the Board) at a meeting of the Board called and
held for such purpose (after reasonable notice is provided to the Executive and
the Executive is given an opportunity, together with counsel for the Executive,
to be heard before the Board), finding that, in the good faith opinion of the
Board, the Executive is guilty of the conduct described in Section 4(b)(i) or
4(b)(ii), and specifying the particulars thereof in detail.



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               (c) GOOD REASON. The Executive's employment may be terminated by
the Executive for Good Reason or by the Executive voluntarily without Good
Reason. For purposes of this Agreement, "Good Reason" shall mean:

                         (i) the assignment to the Executive of any duties
           inconsistent in any respect with the Executive's position (including
           status, offices, titles and reporting requirements), authority,
           duties or responsibilities as contemplated by Section 4(a), or any
           other diminution in such position, authority, duties or
           responsibilities (whether or not occurring solely as a result of
           Parent's ceasing to be a publicly traded entity), excluding for this
           purpose an isolated, insubstantial and inadvertent action not taken
           in bad faith and which is remedied by the Company promptly after
           receipt of notice thereof given by the Executive;

                         (ii) any failure by the Company to comply with any of
           the provisions of Section 4(b), other than an isolated, insubstantial
           and inadvertent failure not occurring in bad faith and which is
           remedied by the Company promptly after receipt of notice thereof
           given by the Executive;

                         (iii) the Company's requiring the Executive (A) to be
           based at any office or location other than as provided in Section
           4(a)(i)(B), (B) to be based at a location other than the principal
           executive offices of the Company if the Executive was employed at
           such location immediately preceding the Effective Date, or (C) to
           travel on Company business to a substantially greater extent than
           required immediately prior to the Effective Date;

                         (iv)  any purported termination by the Company of the
           Executive's employment otherwise than as expressly permitted by this
           Agreement; or

                         (v) any failure by the Company to comply with and
           satisfy Section 11(c).

For purposes of this Section 5(c), any good faith determination of Good Reason
made by the Executive shall be conclusive. Anything in this Agreement to the
contrary notwithstanding, a termination by the Executive for any reason pursuant
to a Notice of Termination given during the 30-day period immediately following
the first anniversary of the Effective Date shall be deemed to be a termination
for Good Reason for all purposes of this Agreement. The Executive's mental or
physical incapacity following the occurrence of an event described above in
clauses (i) through (v) shall not affect the Executive's ability to terminate
employment for Good Reason.

               (d) NOTICE OF TERMINATION. Any termination by the Company for
Cause, or by the Executive for Good Reason, shall be communicated by Notice of
Termination to the other party hereto given in accordance with Section 12(b).
For purposes of this Agreement, a "Notice of Termination" means a written notice
which (i) indicates the specific termination provision in this Agreement relied
upon, (ii) to the extent applicable, sets forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated and (iii) if the Date of Termination
(as defined below) is other than the date of receipt of such notice, specifies
the Date of Termination (which Date of Termination shall be not more than thirty



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days after the giving of such notice). The failure by the Executive or the
Company to set forth in the Notice of Termination any fact or circumstance which
contributes to a showing of Good Reason or Cause shall not waive any right of
the Executive or the Company, respectively, hereunder or preclude the Executive
or the Company, respectively, from asserting such fact or circumstance in
enforcing the Executive's or the Company's respective rights hereunder.

               (e) DATE OF TERMINATION. "Date of Termination" means (i) if the
Executive's employment is terminated by the Company for Cause, or by the
Executive for Good Reason, the date of receipt of the Notice of Termination or
any later date specified in the Notice of Termination (which date shall not be
more than thirty days after the giving of such notice), as the case may be, (ii)
if the Executive's employment is terminated by the Company other than for Cause
or Disability, the Date of Termination shall be the date on which the Company
notifies the Executive of such termination and (iii) if the Executive's
employment is terminated by reason of death or Disability, the Date of
Termination shall be the date of death of the Executive or the Disability
Effective Date, as the case may be.

               6. OBLIGATIONS OF THE COMPANY UPON TERMINATION. (a) GOOD REASON;
OTHER THAN FOR CAUSE, DEATH OR DISABILITY. If, during the Employment Period, the
Company terminates the Executive's employment other than for Cause or Disability
or the Executive terminates employment for Good Reason:

                         (i) the Company shall pay to the Executive in a lump
           sum in cash within 30 days after the Date of Termination the
           aggregate of the following amounts:

                               (A) the sum of (1) the Executive's Annual Base
                     Salary through the Date of Termination to the extent not
                     theretofore paid, (2) the product of (x) the higher of (I)
                     the Recent Annual Bonus and (II) the Annual Bonus paid or
                     payable, including any bonus or portion thereof which has
                     been earned but deferred (and annualized for any fiscal
                     year consisting of less than twelve full months or during
                     which the Executive was employed for less than twelve full
                     months), for the most recently completed fiscal year during
                     the Employment Period, if any (such higher amount being
                     referred to as the "Highest Annual Bonus") and (y) a
                     fraction, the numerator of which is the number of days in
                     the current fiscal year through the Date of Termination,
                     and the denominator of which is 365 and (3) any
                     compensation previously deferred by the Executive (together
                     with any accrued interest or earnings thereon) and any
                     accrued vacation pay, in each case, to the extent not
                     theretofore paid (the sum of the amounts described in
                     subclauses (1), (2) and (3), (the "Accrued Obligations");

                               (B) the amount equal to the product of (1) three
                     and (2) the sum of (x) the Executive's Annual Base Salary,
                     (y) the Highest Annual Bonus and (z) the higher of (A) the
                     Recent Long Term Bonus and (B) the amount of the
                     Executive's long term incentive bonus payment under the



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                     Long Term Incentive Segment of the Company's Executive
                     Compensation Plan, or any comparable bonus under any
                     successor plan, most recently paid to the Executive during
                     the Employment Period;

                               (C) an amount equal to the excess of (a) the
                     actuarial equivalent of the benefit under the Company's
                     qualified defined benefit retirement plan (the "Retirement
                     Plan") (utilizing actuarial assumptions no less favorable
                     to the Executive than those in effect under the Retirement
                     Plan immediately prior to the Effective Date) and any
                     excess or supplemental retirement plan in which the
                     Executive participates (together, the "SERP") which the
                     Executive would receive if the Executive's employment
                     continued for three years after the Date of Termination
                     assuming for this purpose that all accrued benefits are
                     fully vested, and, assuming that the Executive's
                     compensation in each of the three years is that required by
                     Sections 4(b)(i) and 4(b)(ii), over (b) the actuarial
                     equivalent of the Executive's actual benefit (paid or
                     payable), if any, under the Retirement Plan and the SERP as
                     of the Date of Termination plus amounts, if any, that the
                     Executive would have contributed under the Retirement Plan
                     and the SERP during such three-year period; and

                               (D) payment for any shares of restricted common
                     shares issued under the Company's, Parent's or an
                     Affiliated Company's Management and Sales Incentive Plan or
                     any other plan (whether or not vested), to the extent such
                     shares are tendered to the Company, Parent or an Affiliated
                     Company, as applicable, by the Executive within 20 days
                     after the Date of Termination, at a price per share equal
                     to the highest of (i) the market price on the New York
                     Stock Exchange of a common share of Parent at the close of
                     business on the date of such tender, (ii) the highest price
                     paid for a common share of Parent in any Change of Control
                     transaction occurring on or after the Effective Date, or
                     (iii) the market price on the New York Stock Exchange of a
                     common share of Parent at the close of business on the date
                     of any such Change of Control transaction;

                         (ii) for five years after the Executive's Date of
           Termination, or such longer period as may be provided by the terms of
           the appropriate plan, program, practice or policy, the Company shall
           continue benefits to the Executive and/or the Executive's family at
           least equal to those which would have been provided to them in
           accordance with the plans, programs, practices and policies described
           in Section 4(b)(iv) of this Agreement if the Executive's employment
           had not been terminated or, if more favorable to the Executive, as in
           effect generally at any time thereafter with respect to other peer
           executives of the Company and the Affiliated Companies and their
           families, provided, however, that if the Executive becomes reemployed
           with another employer and is eligible to receive medical or other
           welfare benefits under another employer provided plan, the medical
           and other welfare benefits described herein shall be secondary to
           those provided under such other plan during such applicable period of
           eligibility. For purposes of determining eligibility (but not the
           time of commencement of benefits) of the Executive for retiree
           benefits pursuant to such plans, practices, programs and policies,
           the Executive shall be considered to have remained employed until the



                                      -10-
<PAGE>

           fifth anniversary of the Date of Termination and to have retired on
           such fifth anniversary;

                         (iii) the Company shall, at its sole expense as
           incurred, provide the Executive with outplacement services the scope
           and provider of which shall be selected by the Executive in the
           Executive's sole discretion; and

                         (iv) to the extent not theretofore paid or provided,
           the Company shall timely pay or provide to the Executive any other
           amounts or benefits required to be paid or provided or which the
           Executive is eligible to receive under any plan, program, policy or
           practice or contract or agreement of the Company and the Affiliated
           Companies (such other amounts and benefits shall be hereinafter
           referred to as the "Other Benefits").

               (b) DEATH. If the Executive's employment is terminated by reason
of the Executive's death during the Employment Period, the Company shall provide
the Executive's estate or beneficiaries with the Accrued Obligations and the
timely payment or delivery of the Other Benefits, and shall have no other
severance obligations under this Agreement. The Accrued Obligations shall be
paid to the Executive's estate or beneficiary, as applicable, in a lump sum in
cash within 30 days of the Date of Termination. With respect to the provision of
Other Benefits, the term "Other Benefits" as utilized in this Section 6(b) shall
include, without limitation, and the Executive's estate and/or beneficiaries
shall be entitled to receive, benefits at least equal to the most favorable
benefits provided by the Company and the Affiliated Companies to the estates and
beneficiaries of peer executives of the Company and the Affiliated Companies
under such plans, programs, practices and policies relating to death benefits,
if any, as in effect with respect to other peer executives and their
beneficiaries at any time during the 120-day period immediately preceding the
Effective Date or, it more favorable to the Executive's estate and/or the
Executive's beneficiaries, as in effect on the date of the Executive's death
with respect to other peer executives of the Company and the Affiliated
Companies and their beneficiaries.

               (c) DISABILITY. If the Executive's employment is terminated by
reason of the Executive's Disability during the Employment Period, the Company
shall provide the Executive with the Accrued Obligations and the timely payment
or delivery of the Other Benefits, and shall have no other severance obligations
under this Agreement. The Accrued Obligations shall be paid to the Executive in
a lump sum in cash within 30 days of the Date of Termination. With respect to
the provision of Other Benefits, the term "Other Benefits" as utilized in this
Section 6(c) shall include, and the Executive shall be entitled after the
Disability Effective Date to receive, disability and other benefits at least
equal to the most favorable of those generally provided by the Company and the
Affiliated Companies to disabled executives and/or their families in accordance
with such plans, programs, practices and policies relating to disability, if
any, as in effect generally with respect to other peer executives and their
families at any time during the 120-day period immediately preceding the
Effective Date or, if more favorable to the Executive and/or the Executive's
family, as in effect at any time thereafter generally with respect to other peer
executives of the Company and the Affiliated Companies and their families.




                                      -11-
<PAGE>


               (d) CAUSE; OTHER THAN FOR GOOD REASON. If the Executive's
employment is terminated for Cause during the Employment Period, the Company
shall provide to the Executive (x) the Executive's Annual Base Salary through
the Date of Termination, (y) the amount of any compensation previously deferred
by the Executive, and (z) Other Benefits, in each case to the extent theretofore
unpaid, and shall have no other severance obligations under this Agreement. If
the Executive voluntarily terminates employment during the Employment Period,
excluding a termination for Good Reason, the Company shall provide to the
Executive the Accrued Obligations and the timely payment or delivery of Other
Benefits, and shall have no other severance obligations under this Agreement. In
such case, all Accrued Obligations shall be paid to the Executive in a lump sum
in cash within 30 days of the Date of Termination.

               7. NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall
prevent or limit the Executive's continuing or future participation in any plan,
program, policy or practice provided by the Company or the Affiliated Companies
and for which the Executive may qualify, nor, subject to Section 12(f), shall
anything herein limit or otherwise affect such rights as the Executive may have
under any other contract or agreement with the Company or the Affiliated
Companies. Amounts which are vested benefits or which the Executive is otherwise
entitled to receive under any plan, policy, practice or program of or any
contract or agreement with the Company or any of the Affiliated Companies at or
subsequent to the Date of Termination shall be payable in accordance with such
plan, policy, practice or program or contract or agreement except as explicitly
modified by this Agreement. Notwithstanding the foregoing, if the Executive
receives payments and benefits pursuant to Section 6(a) of this Agreement, the
Executive shall not be entitled to any severance pay or benefits under any
severance plan, program or policy of the Company and the Affiliated Companies,
unless specifically provided therein in a specific reference to this Agreement.

               8. FULL SETTLEMENT. The Company's obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action which the Company may have against the
Executive or others. In no event shall the Executive be obligated to seek other
employment or take any other action by way of mitigation of the amounts payable
to the Executive under any of the provisions of this Agreement and such amounts
shall not be reduced whether or not the Executive obtains other employment. The
Company agrees to pay as incurred (within ten days following the Company's
receipt of an invoice from the Executive), to the full extent permitted by law,
all legal fees and expenses which the Executive may reasonably incur as a result
of any contest (regardless of the outcome thereof) by the Company, the Executive
or others of the validity or enforceability of, or liability under, any
provision of this Agreement or any guarantee of performance thereof (including
as a result of any contest by the Executive about the amount of any payment
pursuant to this Agreement), plus in each case interest on any delayed payment
at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the
Internal Revenue Code of 1986, as amended (the "Code").



                                      -12-
<PAGE>


               9. CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY.

               (a) Anything in this Agreement to the contrary notwithstanding,
in the event it shall be determined that any Payment would be subject to the
Excise Tax, then the Executive shall be entitled to receive an additional
payment (a "Gross-Up Payment") in an amount such that after payment by the
Executive of all taxes (and any interest or penalties imposed with respect to
such taxes), including, without limitation, any income taxes (and any interest
and penalties imposed with respect thereto) and Excise Tax imposed upon the
Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal
to the Excise Tax imposed upon the Payments.

               (b) Subject to the provisions of Section 9(c), all determinations
required to be made under this Section 9, including whether and when a Gross-Up
Payment is required and the amount of such Gross-Up Payment and the assumptions
to be utilized in arriving at such determination, shall be made by
PricewaterhouseCoopers LLP or such other nationally recognized certified public
accounting firm as may be designated by the Executive (the "Accounting Firm").
The Accounting Firm shall provide detailed supporting calculations both to the
Company and the Executive within 15 business days of the receipt of notice from
the Executive that there has been a Payment, or such earlier time as is
requested by the Company. In the event that the Accounting Firm is serving as
accountant or auditor for the individual, entity or group effecting the Change
of Control, the Executive may appoint another nationally recognized accounting
firm to make the determinations required hereunder (which accounting firm shall
then be referred to as the Accounting Firm hereunder). All fees and expenses of
the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment,
as determined pursuant to this Section 9, shall be paid by the Company to the
Executive within five days of the receipt of the Accounting Firm's
determination. Any determination by the Accounting Firm shall be binding upon
the Company and the Executive. As a result of the uncertainty in the application
of Section 4999 of the Code at the time of the initial determination by the
Accounting Firm hereunder, it is possible that Gross-Up Payments which will not
have been made by the Company should have been made ("Underpayment"), consistent
with the calculations required to be made hereunder. In the event that the
Company exhausts its remedies pursuant to Section 9(c) and the Executive
thereafter is required to make a payment of any Excise Tax, the Accounting Firm
shall determine the amount of the Underpayment that has occurred and any such
Underpayment shall be promptly paid by the Company to or for the benefit of the
Executive.

               (c) The Executive shall notify the Company in writing of any
claim by the Internal Revenue Service that, if successful, would require the
payment by the Company of the Gross-Up Payment. Such notification shall be given
as soon as practicable but no later than ten business days after the Executive
is informed in writing of such claim. The Executive shall apprise the Company of
the nature of such claim and the date on which such claim is requested to be
paid. The Executive shall not pay such claim prior to the expiration of the
30-day period following the date on which the Executive gives such notice to the
Company (or such shorter period ending on the date that any payment of taxes
with respect to such claim is due). If the Company notifies the Executive in
writing prior to the expiration of such period that the Company desires to
contest such claim, the Executive shall:



                                      -13-
<PAGE>


                    (i) give the Company any information reasonably requested by
               the Company relating to such claim,

                    (ii) take such action in connection with contesting such
               claim as the Company shall reasonably request in writing from
               time to time, including, without limitation, accepting legal
               representation with respect to such claim by an attorney
               reasonably selected by the Company,

                    (iii) cooperate with the Company in good faith in order
               effectively to contest such claim, and

                    (iv) permit the Company to participate in any proceedings
               relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold the Executive harmless, on an
after-tax basis, for any Excise Tax or income tax (including interest and
penalties) imposed as a result of such representation and payment of costs and
expenses. Without limitation on the foregoing provisions of this Section 9(c),
the Company shall control all proceedings taken in connection with such contest
and, at its sole discretion, may pursue or forgo any and all administrative
appeals, proceedings, hearings and conferences with the applicable taxing
authority in respect of such claim and may, at its sole discretion, either
direct the Executive to pay the tax claimed and sue for a refund or contest the
claim in any permissible manner, and the Executive agrees to prosecute such
contest to a determination before any administrative tribunal, in a court of
initial jurisdiction and in one or more appellate courts, as the Company shall
determine; provided, however, that if the Company directs the Executive to pay
such claim and sue for a refund, the Company shall advance the amount of such
payment to the Executive, on an interest-free basis and shall indemnify and hold
the Executive harmless, on an after-tax basis, from any Excise Tax or income tax
(including interest or penalties) imposed with respect to such advance or with
respect to any imputed income in connection with such advance; and PROVIDED,
FURTHER, that any extension of the statute of limitations relating to payment of
taxes for the taxable year of the Executive with respect to which such contested
amount is claimed to be due is limited solely to such contested amount.
Furthermore, the Company's control of the contest shall be limited to issues
with respect to which the Gross-Up Payment would be payable hereunder and the
Executive shall be entitled to settle or contest, as the case may be, any other
issue raised by the Internal Revenue Service or any other taxing authority.

               (d) If, after the receipt by the Executive of an amount advanced
by the Company pursuant to Section 9(c), the Executive becomes entitled to
receive any refund with respect to such claim, the Executive shall (subject to
the Company's complying with the requirements of Section 9(c)) promptly pay to
the Company the amount of such refund (together with any interest paid or
credited thereon after taxes applicable thereto). If, after the receipt by the
Executive of an amount advanced by the Company pursuant to Section 9(c), a
determination is made that the Executive shall not be entitled to any refund



                                      -14-
<PAGE>

with respect to such claim and the Company does not notify the Executive in
writing of its intent to contest such denial of refund prior to the expiration
of 30 days after such determination, then such advance shall be forgiven and
shall not be required to be repaid and the amount of such advance shall offset,
to the extent thereof, the amount of Gross-Up Payment required to be paid.

               (e) Notwithstanding any other provision of this Section 9, the
Company may, in its sole discretion, withhold and pay over to the Internal
Revenue Service or any other applicable taxing authority, for the benefit of the
Executive, all or any portion of the Gross-Up Payment, and the Executive hereby
consents to such withholding.

               (f) DEFINITIONS. The following terms shall have the following
meanings for purposes of this Section 9.

                         (i) "Excise Tax" shall mean the excise tax imposed by
           Section 4999 of the Code, together with any interest or penalties
           imposed with respect to such excise tax.

                         (ii) The "Net After-Tax Amount" of a Payment shall mean
           the Value of a Payment net of all taxes imposed on the Executive with
           respect thereto under Sections 1 and 4999 of the Code and applicable
           state and local law, determined by applying the highest marginal
           rates that are expected to apply to the Executive's taxable income
           for the taxable year in which the Payment is made.

                         (iii) "Parachute Value" of a Payment shall mean the
           present value as of the date of the change of control for purposes of
           Section 280G of the Code of the portion of such Payment that
           constitutes a "parachute payment" under Section 280G(b)(2), as
           determined by the Accounting Firm for purposes of determining whether
           and to what extent the Excise Tax will apply to such Payment.

                         (iv) A "Payment" shall mean any payment or distribution
           in the nature of compensation (within the meaning of Section
           280G(b)(2) of the Code) to or for the benefit of the Executive,
           whether paid or payable pursuant to this Agreement or otherwise.

                         (v) The "Safe Harbor Amount" means the maximum
           Parachute Value of all Payments that the Executive can receive
           without any Payments being subject to the Excise Tax.

                         (vi) "Value" of a Payment shall mean the economic
           present value of a Payment as of the date of the change of control
           for purposes of Section 280G of the Code, as determined by the
           Accounting Firm using the discount rate required by Section
           280G(d)(4) of the Code.

               10. CONFIDENTIAL INFORMATION. The Executive shall hold in a
fiduciary capacity for the benefit of the Company all secret or confidential
information, knowledge or data relating to the Company, Parent or the Affiliated
Companies, and their respective businesses, which information, knowledge or data
shall have been obtained by the Executive during the Executive's employment by



                                      -15-
<PAGE>

the Company, Parent or the Affiliated Companies and which information, knowledge
or data shall not be or become public knowledge (other than by acts by the
Executive or representatives of the Executive in violation of this Agreement).
After termination of the Executive's employment with the Company, the Executive
shall not, without the prior written consent of the Company or as may otherwise
be required by law or legal process, communicate or divulge any such
information, knowledge or data to anyone other than the Company and those
persons designated by the Company. In no event shall an asserted violation of
the provisions of this Section 10 constitute a basis for deferring or
withholding any amounts otherwise payable to the Executive under this Agreement.

               11. SUCCESSORS. (a) This Agreement is personal to the Executive
and without the prior written consent of the Company shall not be assignable by
the Executive otherwise than by will or the laws of descent and distribution.
This Agreement shall inure to the benefit of and be enforceable by the
Executive's legal representatives.

               (b) This Agreement shall inure to the benefit of and be binding
upon the Company and its successors and assigns. Except as provided in Sections
11(c), and 11(d), without the prior written consent of the Executive this
Agreement shall not be assignable by the Company.

               (c) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. As used in this Agreement, "Company" shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise. In consideration of entering into this Agreement, as of the
date hereof, the Agreement by and between FWC, the predecessor of Parent, and
the Executive, dated as of March 1, 2001 shall be mutually canceled without any
payments, penalties or costs being incurred by either party thereto. The parties
hereto understand and agree that, as of the date hereof, Foster Wheeler LLC and
Foster Wheeler International Holdings, Inc., indirect wholly-owned subsidiaries
of Parent, shall have executed an agreement to unconditionally guarantee the
Company's performance of its obligations under this Agreement, and Parent shall
have executed an agreement to (i) perform the obligations of Parent under this
Agreement and (ii) as of and after the Effective Time, unconditionally guarantee
the performance of the obligations of Foster Wheeler LLC and Foster Wheeler
International Holdings, Inc. under this Agreement. For purposes of this
Agreement, and notwithstanding any other provisions of this Agreement to the
contrary, the performance of the Company's obligations hereunder by Foster
Wheeler LLC, Foster Wheeler International Holdings, Inc., Parent or any
Affiliated Company shall be deemed to be performance by the Company of such
obligations.

               (d) Notwithstanding any other provision of this Agreement: (i) in
the event that the Company ceases to be an Affiliated Company at any time before
the Effective Date, and immediately thereafter the Executive is an employee of
Parent or any other entity that remains an Affiliated Company (a "Continuing



                                      -16-
<PAGE>

Affiliate"), then Parent shall assume this Agreement, or cause it to be assumed
by a Continuing Affiliate, and from and after such assumption, the Company shall
have no further obligations hereunder and references herein to the "Company"
shall be deemed to refer to the entity that so assumes this Agreement; and (ii)
in the event that the Company ceases to be an Affiliated Company at any time
before the Effective Date, and immediately thereafter the Executive is not an
employee of Parent or any Continuing Affiliate, then this Agreement shall
immediately terminate and be of no further force or effect.

               12. MISCELLANEOUS. (a) This Agreement shall be governed by and
construed in accordance with the laws of the State of New Jersey, without
reference to principles of conflict of laws. The captions of this Agreement are
not part of the provisions hereof and shall have no force or effect. This
Agreement may not be amended or modified otherwise than by a written agreement
executed by the parties hereto or their respective successors and legal
representatives.

               (b) All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:

                     IF TO THE EXECUTIVE:
                     -------------------

                             Name
                             Address
                             Address 2
                             City State ZipCode


                     IF TO THE COMPANY:
                     -----------------

                               Foster Wheeler US Holdings, Inc.
                               Perryville Corporate Park
                               Clinton, New Jersey  08809-4000

                               Attention:  General Counsel

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

               (c) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.

               (d) The Company may withhold from any amounts payable under this
Agreement such United States federal, state, local or foreign taxes as shall be
required to be withheld pursuant to any applicable law or regulation.



                                      -17-
<PAGE>


               (e) The Executive's or the Company's failure to insist upon
strict compliance with any provision of this Agreement or the failure to assert
any right the Executive or the Company may have hereunder, including, without
limitation, the right of the Executive to terminate employment for Good Reason
pursuant to Sections 5(c)(i) through 5(c)(v), shall not be deemed to be a waiver
of such provision or right or any other provision or right of this Agreement.

               (f) The Executive and the Company acknowledge that, except as may
otherwise be provided under any other written agreement between the Executive
and the Company, the employment of the Executive by the Company is "at will"
and, subject to Sections 1(a), and 11(d), prior to the Effective Date, the
Executive's employment may be terminated by either the Executive or the Company
at any time prior to the Effective Date, in which case the Executive shall have
no further rights under this Agreement. From and after the Effective Date except
as specifically provided herein, this Agreement shall supersede any other
agreement between the parties with respect to the subject matter hereof.

                     IN WITNESS WHEREOF, the Executive has hereunto set the
Executive's hand and, pursuant to the authorization from the Board, the Company
has caused this Agreement to be executed in its name on its behalf, all as of
the day and year first above written.



                                            ------------------------------------
                                                           Name


                                            FOSTER WHEELER US HOLDINGS, INC.


                                            By
                                              ----------------------------------



                                      -18-
<PAGE>





</TEXT>
</DOCUMENT>
