FOSTER WHEELER LTD
AMENDMENT TO THE MILCHOVICH EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>5
<FILENAME>b323536_ex10-11.txt
<DESCRIPTION>AMENDMENT TO THE MILCHOVICH EMPLOYMENT AGREEMENT
<TEXT>
<PAGE>

                                                                   Exhibit 10.11

                                    AMENDMENT
                                     TO THE
                              EMPLOYMENT AGREEMENT
                                     BETWEEN
                               FOSTER WHEELER LTD.
                                       AND
                              RAYMOND J. MILCHOVICH


         THIS AMENDMENT is made and entered into this 23rd day of January, 2003
to the Employment Agreement between Foster Wheeler Ltd. ("Foster Wheeler") and
Raymond J. Milchovich (the "Executive") dated October 21, 2001 (the "Employment
Agreement").

W I T N E S S E T H:
--------------------

         WHEREAS, Foster Wheeler and the Executive heretofore entered into the
Employment Agreement; and

         WHEREAS, Section 10.6 of the Employment Agreement provides that the
Employment Agreement may be amended by a written instrument executed by both
parties; and

         WHEREAS, Foster Wheeler and the Executive mutually agree to amend the
Employment Agreement as provided herein below;

         NOW, THEREFORE, Foster Wheeler and the Executive mutually agree to
amend the Employment Agreement effective as of the date first above written as
follows:

         1.  Exhibit C to the Employment Agreement shall be revised in its
             entirety to read as follows:

             REVISED EXHIBIT C

         (a) The original EXHIBIT C to this Employment Agreement shall be
             superseded in all respects by this REVISED EXHIBIT C.

             In accordance with this REVISED EXHIBIT C, as soon as practicable,
             but in no event later than February 15, 2003, the Company shall:

             (1) Terminate the current letter of credit arrangement currently
                 utilized by the Company to fund Executive's SERP benefit
                 pursuant to the original EXHIBIT C.

             (2) Prior to the termination of the current letter of credit,
                 Executive may draw under such letter of credit, in a single
                 lump sum payment, the amount


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                 of $1,082,500, less all applicable withholding taxes determined
                 by the Company, representing the SERP amount earned to date
                 pursuant to the original EXHIBIT C.

         (b) Further, in accordance with this REVISED EXHIBIT C:

                      (1) On the twenty-first day of each calendar quarter
             commencing April 21, 2003, the Executive shall be entitled to
             receive in a single lump sum payment the amount of $216,500, less
             all applicable withholding taxes as determined by the Company
             (each, an "Installment Payment"). The Executive shall be entitled
             to continue to receive the Installment Payments on a quarterly
             basis until the total gross sum of $3,247,500, (the "Full Amount")
             has been paid to the Executive. Each then current Installment
             Payment, and only the then current Installment Payment shall be
             secured by an irrevocable direct pay letter of credit issued to the
             Executive by a financial institution mutually acceptable to the
             Company and the Executive in form and substance acceptable to
             Executive and in an amount equal to the Installment Payment. On the
             twenty-first day of each calendar quarter, Executive shall be
             authorized to draw under such letter of credit the Installment
             Payment then due. Furthermore, on or before the twenty-first day of
             each calendar quarter, the Company shall cause a new letter of
             credit to be issued to the Executive in respect of the Installment
             Payment due on the twenty-first day of the next calendar quarter.
             The Company shall continue to replace each drawn letter of credit
             with a new letter of credit until the Full Amount has been paid.

                      (2) Notwithstanding paragraph (b)(1) above, upon the first
             to occur of termination of the Executive by the Company without
             Cause, termination by the Executive for Good Reason, or termination
             because of Executive's death or disability, all as defined in this
             Agreement, the amount in paragraph (a)(2), if unpaid, and the
             balance of the unpaid Full Amount in paragraph (b)(1) shall
             immediately be due and payable to the Executive in a single lump
             sum payment, and Executive may immediately draw upon the letter
             credit the Installment Payment then due.

                      (3) Notwithstanding paragraphs (a)(2) and (b)(1) above, in
             the event that Executive separates from employment with the Company
             prior to the fifth anniversary of the Effective Date of this
             Agreement by reason of termination by the Company with Cause or by
             the Executive without Good Reason, the Executive shall promptly
             repay to the Company in a single lump sum payment the gross amount
             of the payments made to the Executive by the Company pursuant to
             this REVISED EXHIBIT C. In addition, in order to secure his
             contingent repayment obligation as described herein, the Executive
             agrees to provide to the Company such collateral as the Company
             shall reasonably determine.

         IN WITNESS WHEREOF, the parties hereto hereby enter into this Amendment
as of the date first above written.


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                                                 FOSTER WHEELER LTD.

                                                 By:/s/Joseph J. Melone
                                                 ----------------------
                                                 Name:  Joseph J. Melone
                                                 Title: Deputy Chairman

                                                 /s/ Raymond J. Milchovich
                                                 -------------------------
                                                 Raymond J. Milchovich


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