FOSTER L B CO
EXHIBIT 10.46
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>EXHIBIT 10.46
<TEXT>



                               L.B. FOSTER COMPANY

                                STANDARD PRACTICE
                                 HUMAN RESOURCES
                              COMPANY VEHICLE PLAN


                              DATE: October 1, 2000
                          STANDARD PRACTICE NO: SP-P-10
                            SUPERSEDES: SP-P-10 dated
                                  March 1, 1999


         1.       GENERAL POLICY

                  It is the  policy  of the L.B.  Foster  Company  to  provide a
                  leased vehicle  and/or car allowance to employees  holding one
                  of the following positions:

         Chairman and President;
         Corporate officer;
         District  sales manager or product  manager with a job level of 12
           or above;
         Other  manager with a job level of 15 or above;
         Outside sales person or sales manager with a job level  between
           6 and 10 or;
         An employee  who drives  12,000 business miles annually.

                  The  Company  intends to  establish  a leased  vehicle  safety
                  committee and the members of the committee will be responsible
                  for  establishing  an initial  driver  training  program and a
                  retraining and/or refresher training for long term employees.

         2.       PURPOSE

                  The purpose of this  program is to  establish  procedures  for
                  complying with appropriate  safety regulations and to minimize
                  L.B. Foster's accident frequency and severity.  The Company is
                  100% committed to this policy and procedure.

                  To provide a competitive  environment  in the area of employee
                  benefits  to  attract  and  retain  qualified   personnel  for
                  eligible  management and sales positions and to reduce Company
                  expenses through the Leased Vehicle Plan by avoiding  personal
                  automobile  mileage  reimbursement  for high business  mileage
                  use.

<PAGE>


                                                                  SP-P-10
                                                                  Page 2
         3.       ELIGIBILITY
                   Monthly employee
                  Class:Group:Policy:deduction:


                  A Chairman & CEO $800.00 monthly car allowance N/A  or
                  President & COO to purchase or lease a vehicle
                  based on criteria listed in 3A

                  B Corporate Officers $700.00 monthly car allowance      N/A
                  to purchase or lease a vehicle based
                  on criteria listed in 3A

                  C  Sales Managers $500.00 monthly car allowance      N/A
                     and product managers to purchase or lease a vehicle
                     with a job level of 12 andbased on criteria listed in 3A.
                     above and other managers
                     with a job level of 15 and
                     above who drive less than
                     12,000 business miles annually

                  D  Sales Managers Employees may select from $65.00 and
                  product managers  the following standard equipped
                           with a job level of 12 and vehicles  through the L.B.
                           Foster above and other  managers lease program : with
                           a job  level of 15  andDodge  Intrepid  ES above  who
                           drive  more   Oldsmobile   Intrigue  GL  than  12,000
                           business Pontiac Grand Prix miles annually

                  E        Outside  sales  personnel,  Employees may select from
                           $50.00  and sales  managers  the  following  standard
                           equipped  with a job level between  vehicles  through
                           the  L.B.  Foster 6 and 10;  other  lease  program  :
                           participants   who  drive  Chevrolet   Malibu  12,000
                           business  miles Ford  Taurus SE  annually  Oldsmobile
                           Alero

<PAGE>



                                                                        SP-P-10
                                                                         Page 3

                  At the driver's  discretion,  automobile  options may be added
                  and are available at the invoice prices quoted at the time the
                  order is placed.  The only options  which a driver may add are
                  the options  available  for the make and models  offered under
                  the leased vehicle  program.  The cost for driver paid options
                  must be paid by the employee to the leasing  company (prior to
                  placing  the order with the  manufacturer)  through  the Human
                  Resources Department. The driver shall also be responsible for
                  any and all State Tax attributable to the options.  Should the
                  driver fail to reimburse  the Company for the sales tax within
                  60 days following the initial request for payment, such amount
                  will be deducted from the employee's pay check.

                  Should a 4 wheel drive  vehicle be required  due to the nature
                  or terrain of the driver's territory a special order form will
                  be provided by the Human Resources Department and will require
                  approval by the President. The only options which a driver may
                  add are the options  available for the make and models offered
                  on the special order form.

                  The 4 wheel drive vechile will be as follows:
                    Ford Escape
                  The  employee  monthly  contributions  for the 4  wheel  drive
                  vehicle will based on the class D or E deductions.


                  A. Employees who receive car allowance must purchase/lease
                  a vehicle based
                  on the following guidelines:

                           1)       All vehicles must be 4 door vehicles.

                           2)       No vehicle which is classified as a
                                    convertible is allowed.

                           3)       No after market paint or decals are allowed.

                           4) No vehicle  may be  retained  beyond 5 model years
                              old or 75,000 miles, whichever comes first.

                           5)       No spoilers are allowed.

                  As you select  the  vehicle  to  purchase/lease  with the L.B.
                  Foster  car  allowance,   it  is  incumbent  upon  you  as  an
                  officer/manager  of the  company to select a  make/model  that
                  represents  the  company in a  favorable  manner  when you are
                  engaged in L.B. Foster business.

         4.       ELIGIBLE DRIVERS

                  Except in emergencies,  driving of the leased vehicle shall be
                  limited to employee and the employee's  spouse over the age of
                  twenty-five (25).

<PAGE>




                                                                    SP-P-10
                                                                     Page 4
          5.      RESPONSIBILITY

                  A.       Plan Participants

                                            1. It shall be the responsibility of
                                    each employee to monitor and report odometer
                                    readings as of each  November 1st and on the
                                    date his/her vehicle is replaced to validate
                                    the  personal  mileage   assumption.   These
                                    odometer  readings are to be turned into the
                                    Payroll  Department during the first week of
                                    November on the Company Automobile  Odometer
                                    Form (attachment SP-P-10.1).

                                            2.  If  a  form  is  not   received,
                                    mileage  will be reported  at 100%  personal
                                    and reported as such on the employee's  W-2.
                                    It  shall  be  the  responsibility  of  each
                                    employee to maintain records documenting all
                                    business  and  personal   mileage  usage  in
                                    accordance with record keeping  requirements
                                    which may, from time to time, be required by
                                    the Internal Revenue Service, and to
                                    note   this   on  the   Company   Automobile
                                    Odometer   Form
                                    (attachment SP-P-10.1).

                           3.       The driver is responsible for operating the
                                    vehicle in a safe manner.  The use of seat
                                    belts is mandatory for the driver and all
                                    passengers.  The use of alcohol or drugs is
                                    prohibited while
                                    operating a motor vehicle.

                           4. If any  driver  of a  company  leased  vehicle  is
                           issued a citation  for a DUI the  individual  will be
                           suspended  from the use of such  vehicle  for one (1)
                           year.   If  any  employee  is  issued  a  second  DUI
                           citation,  the privilege of a company  leased vehicle
                           will be removed permanently.

                           5. All employees receiving a car allowance must show
                           proof of insurance annually by submitting a copy of
                           insurance document to Human
                           Resources. This must be done in January.

                           6. Leased vehicle participants are required to adhere
                           to the maintenance schedule under the leased vehicle
                           maintenance program.

                           7. All participant's under this program shall be
                             required to execute SP-P-10.3 on an annual basis.

                  B.       Accounting and Payroll Departments

                                    It  shall  be  the   responsibility  of  the
                           Accounting  and Payroll  Departments  to maintain and
                           verify  the  records  of  all  Leased   Vehicle  Plan
                           participants  with  regard  to  payroll   deductions,
                           individual taxability calculations and W-2 reporting.


                                                                     SP-P-10
                                                                      Page 5

                  C.       Human Resources Department

                                            1. It shall be the responsibility of
                                    the Human  Resources  Department  to monitor
                                    the fleet of Company  leased  automobiles in
                                    service,  to provide lease values, to ensure
                                    that the  appropriate  forms are provided to
                                    each  driver,  and to acquire and dispose of
                                    all Company leased automobiles.

                          2.   The Vice  President,  Human Resources shall be
                           responsible for the  interpretation  and
                           application  of the  provisions of the Leased Vehicle
                           Plan.

                           3.   The   Human   Resources   Department   shall  be
                           responsible   for   obtaining  an   application   and
                           completing  a reference  check on all new hires which
                           will include  obtaining a motor vehicle record on all
                           new  hires.  The  Human  Resources  Department  shall
                           obtain a copy of the new hire's drivers license prior
                           to authorizing the use of a company vehicle.

                           4. The Human Resources Department shall be
                           responsible for
                           obtaining a motor vehicle record on each leased
                           vehicle driver annually.

                           5. The Human Resources Department shall review motor
                              vehicle reports at time of hire and no less than
                              annually thereafter in accordance with
                              SP-P-10.2.  Any driver found not in compliance
                              with    SP-P-10.2     shall
                             immediately be suspended from driving a
                             company vehicle.

              6.       The Human Resources Department and the Risk Manager will
                       be responsible for investigating all accidents.


         6.       PRACTICE

A.   Pursuant to the Tax Reform Act of 1984, the value of the personal use of an
     employer provided  automobile must be included in the employee's income and
     subjected to withholding tax.

B.   The annual lease value of an  automobile  shall be based on its fair market
     value as determined  through the Black Book New Car Invoice  Guide,  or for
     vehicles with lease dates beginning in 1998 and  thereafter,  valued on the
     manufacture's invoice price plus 4%.

C.   The percentage of personal usage of the annual lease value shall  represent
     an additional non-cash item which shall be included as employee income.

<PAGE>


                                                                       SP-P-10
                                                                       Page 6

D.   The annual lease value shall include all  maintenance and insurance but not
     fuel.

E.   Fuel shall be valued at $0.055 cents per personal mile driven for employees
     driving company leased vehicles.

F.   The driver of a company leased  vehicle is to use the fuel and  maintenance
     card to charge fuel, maintenance,  and repair expenses.  Those expenses not
     charged through this program shall be reimbursed through the Weekly Expense
     Report. For body damage and repairs refer to 10(C).

G.   Employees  who receive a car allowance  will be reimbursed  via the Company
     expense  report at the per mile rate  established  by the IRS (2000 rate is
     $0.325 cents).

H.   Monthly  deductions for Company  automobiles  shall be  reclassified on the
     employee pay stub as federal withholding tax.

I.   The dollar value of the Company automobile personal use benefit will appear
     as additional earnings on the employee pay stub and W-2.


         7.       TRANSFER

The  transfer of any  Company  provided  automobile  between  employees  must be
     authorized by the Human Resources Department.

         8.       REPLACEMENT

A.   Company leased vehicles shall be eligible for replacement  after fifty (50)
     months of service or 60,000 miles, whichever comes first.

B.   Automobiles  ready for  replacement may be purchased for 75% of the current
     Automotive Market Report (AMR) "clean" value,  adjusted  proportionally for
     any amount originally paid by the driver,  plus any transfer taxes or other
     costs.

C.   The automobile may be purchased by the original assigned driver or a member
     of his/her  immediate  family only  (spouse  and  children).  The  original
     assigned  driver is not  authorized to purchase the vehicle  merely for the
     purpose of selling the vehicle for profit to another individual.

D.   Other  employees  may  submit  sealed  bids for no less than 75% of the AMR
     "clean"  value  should the  original  assigned  driver  refuse the purchase
     opportunity. The highest bidder will be awarded the purchase.

<PAGE>



                                                                     SP-P-10
                                                                      Page 7

Notwithstanding,  the bids of  participants  in the Company  Leased Vehicle Plan
     will be considered  only if no other employee bids for the vehicle.  In the
     event that there is more than one bidder,  and the highest bidder purchased
     a  Company  leased  vehicle  within  a period  of  twelve  months  prior to
     submission  of the bid,  then the next  highest  bidder will be awarded the
     vehicle.

E.   Automobiles  not purchased by employees (for use by the employee or his/her
     family) will be disposed of by the Human Resources Department.

F.   An employee who purchases an automobile  under this standard  practice must
     provide  proof of ownership for one year  following  the  purchase.  If the
     employee  is unable to provide  proof of  ownership  for one year then such
     employee  will be required to pay the  Company the  difference  between the
     purchase  price and the Fair Market Value of the automobile at the time the
     car was  purchased.  The  employee  will be required to pay the Company the
     difference  within 30 days or such  amount will be  deducted  from  his/her
     paycheck.


         9.       TERMINATION

A.   At the  Company's  option,  terminating  employees may be authorized by the
     President or Vice  President - Human  Resources to purchase  their assigned
     vehicle for themselves or members of their immediate  family for 85% of the
     current  AMR  "clean"  value,   adjusted   proportionally  for  any  amount
     originally paid by the driver, plus any transfer taxes or other costs.

B.   The immediate  supervisor of a terminated employee shall be responsible for
     ensuring that the terminated  employee deposits the leased vehicle and keys
     at the  Company  facility  prior  to or on the day of  termination.  If the
     employee wishes to purchase the automobile, he/she shall take possession of
     the car only when the sale has been finalized.

C.   The Human  Resources  Department  shall be responsible  for authorizing the
     purchase price and release of the automobile to the terminated employee who
     has elected to purchase the vehicle.

         10.      ACCIDENT/LOSS RESPONSIBILITY/INSURANCE

A.   Personal  property  The  Corporate  Vehicle  Insurance  Plan does not cover
     personal articles. Employees must secure their own insurance in the form of
     a homeowner's policy attachment or specific policy to cover such articles.

<PAGE>



                                                                      SP-P-10
                                                                       Page 8

B.   Company property Samples, literature,  equipment, and supplies which are in
     the direct  possession of an employee  shall be the  responsibility  of the
     employee if lost, stolen, or damaged.

C.   Accident and loss reports All  accidents  regardless  of fault or amount of
     damage and property  losses must be reported  immediately to the employee's
     manager and the Insurance  Department by personal contact and by use of the
     Preliminary  Property  Loss Report.  Refer to SP-F-1.5  for the  automobile
     accident claim procedures and SP-F-1.6 for reporting property loss.



         11.      TRAFFIC VIOLATIONS

It   shall be the  responsibility of the employee assigned the leased vehicle at
     the time of the traffic  violation to pay any  incurred  traffic or parking
     tickets  and/or  fines.  Should the employee  fail to reimburse the Company
     (for any delinquent  ticket) within 60 days following  notification  of the
     amount due, such amount will be deducted from the employee's paycheck.

The  maximum allowable points per assigned leased vehicle participant will be as
     reflected on SP-P-10.2.  Any participant,  or driver, of any Company leased
     or owned vehicle shall be prohibited from driving a Company vehicle if such
     employee's points exceed 60.







         Prepared by:                                Approved by:

         /s/Monica Iurlano                           /s/Lee B. Foster
         -------------------------                   -------------------------
         Monica Iurlano                              Lee B. Foster II
         Vice President - Human Resources            Chairman & CEO


</TEXT>
</DOCUMENT>
