Execution Copy


                           TENDER AND VOTING AGREEMENT

     This TENDER AND VOTING  AGREEMENT  (this  "Agreement")  is made and entered
into as of February 16, 2010, by and among L. B. Foster Company,  a Pennsylvania
corporation  ("Parent"),  Foster Thomas Company, a West Virginia corporation and
wholly-owned  subsidiary of Parent  ("Acquisition  Co."),  and the individual or
entity identified on Schedule A attached hereto (the "Shareholder").

     WHEREAS,  simultaneously  with the  execution  of this  Agreement,  Parent,
Acquisition Co. and Portec Rail Products, Inc., a West Virginia corporation (the
"Company"),  are entering into an Agreement and Plan of Merger,  dated as of the
date  hereof  (as  the  same  may  be  amended  or  supplemented,   the  "Merger
Agreement"),  which  provides,  among other things,  for the  acquisition of the
Company by Parent by means of a cash tender offer (the  "Offer") by  Acquisition
Co. for all  outstanding  shares of common stock,  $1.00 par value per share, of
the  Company  (the  "Company  Common  Stock") and for the  subsequent  merger of
Acquisition  Co. with and into the Company  with the Company  continuing  as the
surviving entity (the "Merger");

     WHEREAS, as of the date hereof, the Shareholder is the Beneficial Owner (as
defined  below) of the  outstanding  shares of  Company  Common  Stock set forth
opposite the Shareholder's name in Schedule A (the "Owned Shares"); and

     WHEREAS, as an inducement and a condition to Parent's and Acquisition Co.'s
willingness to enter into the Merger Agreement and incurring the obligations set
forth therein, the Shareholder has agreed to enter into this Agreement;

     NOW, THEREFORE,  in consideration of the foregoing and the mutual premises,
representations,  warranties,  covenants and agreements  contained herein and in
the Merger Agreement,  the parties hereto, intending to be legally bound hereby,
agree as follows:

     1. Certain Definitions.  (a) Capitalized terms used but not defined in this
Agreement  shall  have  the  meanings  ascribed  to  such  terms  in the  Merger
Agreement. In addition, for purposes of this Agreement:

     "Affiliate"  means, with respect to any specified  Person,  any Person that
directly,  or indirectly  through one or more  intermediaries,  controls,  or is
controlled  by, or is under  common  control  with,  the Person  specified.  For
purposes of this Agreement,  with respect to the Shareholder,  "Affiliate" shall
not include the Company or the Persons that directly,  or indirectly through one
or more intermediaries, are controlled by the Company.

     "Beneficially  Owned"  or  "Beneficial   Ownership"  with  respect  to  any
securities  means having both voting power and  investment  power (as determined
pursuant  to Rule  13d-3(a)  under  the  Exchange  Act)  over  such  securities,
including  pursuant to any agreement,  arrangement or understanding,  whether or
not in writing.  Without duplicative counting of the same securities by the same
holder,  securities  Beneficially  Owned by a Person  shall  include  securities

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Beneficially  Owned by all  Affiliates of such Person and all other Persons with
whom such Person would  constitute a "Group" within the meaning of Section 13(d)
of the Exchange Act and the rules promulgated thereunder.

     "Beneficial  Owner" with respect to any  securities  means a Person who has
Beneficial Ownership of such securities.

     "Person" means an individual,  corporation,  partnership, limited liability
company,  association,  trust or  other  entity  or  organization,  including  a
government or political subdivision or an agency or instrumentality thereof.

     "Proposed Business Combination" means the Offer, the Merger and the related
transactions contemplated by the Merger Agreement.

     "Transfer" means, with respect to a security,  the sale, transfer,  pledge,
hypothecation,  encumbrance,  assignment,  gift  or  other  disposition  of such
security or the Beneficial  Ownership  thereof (other than by operation of law),
the offer to make such a sale,  transfer,  pledge,  hypothecation,  encumbrance,
assignment, gift or other disposition,  and each option, agreement,  arrangement
or understanding,  whether or not in writing, to effect any of the foregoing. As
a verb, "Transfer" shall have a correlative meaning.

      2.    Tender of Shares.
            ----------------

     (a) The  Shareholder  hereby agrees to validly  tender (or cause the record
owner of such shares to validly tender),  pursuant to and in accordance with the
terms of the Offer,  not later than the 20th business day after  commencement of
the Offer such Shareholder's  Owned Shares. In furtherance of the foregoing,  at
the time of such tender,  the Shareholder  shall:  (i) deliver to the depositary
designated in the Offer (the  "Depositary"):  (A) a letter of  transmittal  with
respect  to the  Owned  Shares  complying  with the  terms of the  Offer;  (B) a
certificate  or  certificates  representing  such  Owned  Shares or an  "agent's
message"  (or such other  evidence,  if any, of transfer as the  Depositary  may
reasonably  request) in the case of a book-entry  transfer of any Owned  Shares;
and (C) all other documents or  instruments,  to the extent  applicable,  in the
form required to be delivered by the shareholders of the Company pursuant to the
terms of the Offer;  and/or  (ii) cause its broker or such other  Person that is
the holder of record of any Owned Shares to tender such Owned Shares pursuant to
and in accordance with the terms of the Offer and within the timeframe specified
in the first sentence of this Section 2(a). The  Shareholder  shall not withdraw
any shares  tendered  pursuant to this Section 2(a) unless this Agreement  shall
have been terminated in accordance with Section 11 below.

     (b) If the Offer is  terminated  or  withdrawn by  Acquisition  Co., or the
Merger Agreement is validly  terminated prior to the Acceptance Time, Parent and
Acquisition Co. shall promptly return,  and shall cause any depository acting on
behalf of Parent and Acquisition Co. to return, all tendered Owned Shares to the
registered holders of the Owned Shares tendered in the Offer.

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     3. No Disposition  of Owned Shares.  The  Shareholder  agrees that from and
after the date hereof, except as contemplated by this Agreement, the Shareholder
will not (as a  Shareholder,  trustee or  custodian)  (i)  Transfer  or agree to
Transfer  any of such  Shareholder's  Owned Shares or any options or warrants or
other rights held or owned by such  Shareholder to acquire  Company Common Stock
(other than any  transfer  of an option or warrant to the Company in  connection
with the  exercise  of such  option  or  warrant  by such  Shareholder)  without
Parent's prior written consent (which consent in the case of a Shareholder which
is a natural Person shall not be unreasonably withheld or delayed in the context
of a Transfer to any member of the immediate  family of such  Shareholder  or to
any trust the Beneficial  Ownership of which is held by such  Shareholder or the
members of such Shareholder's  immediate family, provided in each case that such
transferee agrees, in a form satisfactory to Parent, to be bound by the terms of
this Agreement),  or (ii) grant any proxy or  power-of-attorney  with respect to
any such Owned Shares other than pursuant to this Agreement.

     4. Agreement to Vote;  Dissenter's  Rights. The Shareholder agrees that (a)
at such time as the  Company  conducts  a  meeting  (including  any  adjournment
thereof) of or  otherwise  seeks a vote or consent of its  shareholders  for the
purpose of approving the Merger Agreement and the  transactions  contemplated by
the Merger  Agreement,  including  the Merger,  such  Shareholder  will vote, or
provide a consent with respect to, all of such Shareholder's Owned Shares which,
as of the relevant record date, such  Shareholder has the power to vote in favor
of approving  the Merger  Agreement  and the  transactions  contemplated  by the
Merger  Agreement,  including the Merger,  and (b) such Shareholder will (at any
meeting of shareholders or in connection with any consent solicitation) vote all
of such  Shareholder's  Owned Shares which, as of the relevant record date, such
Shareholder  has the  power to vote,  against,  and will  not  consent  to,  any
Alternative Transaction Proposal with a Person other than Parent and Acquisition
Co. or any action that would or is designed to delay,  prevent or frustrate  the
Proposed Business Combination.  Without limiting the foregoing, it is understood
that the  obligations  in this Section 4 shall remain  applicable  in respect of
each  meeting of  shareholders  of the  Company  duly  called for the purpose of
approving  the  Merger  Agreement  and the  transactions  contemplated  thereby,
including  the Merger,  regardless  of the  position of the  Company's  board of
directors as to the Proposed  Business  Combination at the time of such meeting.
The Shareholder hereby irrevocably and unconditionally waives, and agrees not to
assert,  exercise  or  perfect,  any and all rights he, she or it may have as to
appraisal,  dissent or any similar or related matter with respect to any of such
Shareholder's  Owned  Shares that may arise with respect to the Merger or any of
the  contemplated  transactions,  including under Sections  31D-13-1301  through
31D-13-1331 of the West Virginia Business Corporation Act.

     5. Irrevocable  Proxy. The Shareholder  hereby revokes (and agrees to cause
to be revoked) all proxies,  if any, that it has heretofore granted with respect
to the Owned Shares.  The  Shareholder  hereby  irrevocably  appoints  Parent as
attorney-in-fact  and proxy for and on behalf of such  Shareholder,  until  this
Agreement  is  terminated,  for  and  in the  name,  place  and  stead  of  such
Shareholder, to:

     (a) attend any and all Company Shareholder Meetings;

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     (b) vote,  express  consent or dissent or issue  instructions to the record
holder to vote such Shareholder's Owned Shares in accordance with the provisions
of Section 4 at any and all Company Shareholder Meetings; and

     (c) if applicable,  grant or withhold,  or issue instructions to the record
holder to grant or withhold, in accordance with the provisions of Section 4, all
written  consents  with  respect  to the  Owned  Shares  at any and all  Company
Shareholder Meetings or otherwise.

     The Shareholder hereby affirms that the irrevocable proxy set forth in this
Section is given in connection with, and in  consideration  of, the execution of
the Merger  Agreement by Parent and Acquisition  Co., and that such  irrevocable
proxy is given to secure the performance of the duties of such Shareholder under
this  Agreement.  The  Shareholder  hereby further  affirms that the irrevocable
proxy is coupled with an interest and may under no circumstances be revoked. The
Shareholder  hereby  ratifies and  confirms  all actions  that such  irrevocable
proxyholder  may  lawfully  do or  cause  to be  done  by  virtue  hereof.  Such
irrevocable  proxy is executed and intended to be irrevocable in accordance with
the provisions of Section  31D-7-722 of the West Virginia  Business  Corporation
Act.

     6. Information and Notice. The Shareholder:  (a) consents to and authorizes
the  publication and disclosure by Parent,  Acquisition  Co. or the Company,  as
applicable,  of such  Shareholder's  identity and holdings of Owned Shares,  the
nature of such Shareholder's commitments,  arrangements and understandings under
this Agreement  (including,  for the avoidance of doubt,  the disclosure of this
Agreement) and any other information, in each case, that Parent, Acquisition Co.
or the Company, as applicable, reasonably determines is required to be disclosed
by  applicable  legal  requirements  in any  press  release,  any  of the  Offer
Documents,  the Schedule 14D-9 or any other disclosure  document (whether or not
filed  with the SEC) in  connection  with the  Offer,  the  Merger and the other
transactions  contemplated  thereby;  and (b) agrees to promptly give to Parent,
Acquisition Co. or the Company, as applicable, any information it may reasonably
require for the preparation of any such disclosure  documents.  The Shareholder:
(i)  represents  and  warrants  that none of the  information  provided by or on
behalf of such  Shareholder  pursuant to this Section 6 will,  at the time it so
provided,  contain any untrue  statement  of material  fact or omit to state any
material  fact  required to be stated  therein or necessary in order to make the
statements  therein,  in light of the circumstances  under which they were made,
not misleading;  and (ii) agrees to promptly notify Parent,  Acquisition Co. and
the Company, as applicable, of any required corrections with respect to any such
information,  if and to the extent that any such  information  shall have become
false or  misleading in any material  respect.  Notwithstanding  the  foregoing,
Parent,  Acquisition Co. and the Company shall use reasonable  efforts to inform
the  Shareholder  of  any  public  disclosure  of  such  information  about  the
Shareholder  prior to making  such  disclosure  public.  The  Shareholder  shall
consult with Parent before  issuing any press  releases or otherwise  making any
public statements with respect to the transactions contemplated hereby and shall
not issue any such  press  release  or make any  public  statement  without  the
approval of Parent,  except as may be required by applicable legal requirements.
The Shareholder shall notify Parent of any development  occurring after the date
hereof that causes, or that would reasonably be expected to cause, any breach of
any of such Shareholder's representations or warranties in this Agreement.

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     7. Additional  Stock. The Shareholder  agrees that any additional shares of
Company  Common Stock or securities  convertible  into Company Common Stock over
which it acquires  Beneficial  Ownership,  whether  pursuant  to existing  stock
option  agreements,  warrants or  otherwise,  shall  become  Owned Shares and be
subject to the provisions of this Agreement.

      8.    No Solicitation.
            ---------------

     (a) Shareholder  will not, in its capacity as a shareholder of the Company,
and will use its reasonable best efforts to ensure that its investment  bankers,
attorneys,  accountants,  agents  or  other  advisors  or  representatives  (the
"Shareholder Representatives") will not, directly or indirectly, take any action
with  respect  to any  Alternative  Transaction  Proposal  that the  Company  is
prohibited from taking under Section 5.3 of the Merger Agreement; provided that,
in the event the  Company  takes  permissible  action  under  Section 5.3 of the
Merger Agreement, the Shareholder will be entitled to participate in all actions
that the Company is or would be entitled to take under Section 5.3 of the Merger
Agreement so long as such actions are taken in compliance with such Section 5.3.

     (b)  Shareholder  will  cease  and  cause  to be  terminated  all  existing
discussions or negotiations  conducted by Shareholder or at Shareholder's behest
with respect to any Alternative Transaction Proposal (other than with Parent and
Acquisition Co.).


     9.  Representations,  Warranties  and  Covenants of the  Shareholders.  The
Shareholder  hereby  represents  and warrants  to, and agrees  with,  Parent and
Acquisition Co. as follows:

     (a) If such  Shareholder is not a natural Person,  (i) such  Shareholder is
duly organized and validly  existing under its  jurisdiction of formation,  (ii)
such Shareholder has full corporate,  limited liability company,  partnership or
trust power and  authority to execute and deliver this  Agreement and to perform
its obligations hereunder, and (iii) the execution,  delivery and performance by
such  Shareholder of this Agreement and the  consummation by such Shareholder of
the transactions  contemplated hereby have been duly authorized by all necessary
corporate, limited liability company, partnership or trust action on the part of
such  Shareholder.  If such  Shareholder is a natural Person,  he or she (or the
representative  or fiduciary  signing on his or her behalf,  as applicable)  has
full legal  capacity,  right and authority to execute and deliver this Agreement
and to perform his or her obligations hereunder.

     (b) This Agreement has been duly and validly executed and delivered by such
Shareholder  and  constitutes  a valid,  legal  and  binding  agreement  of such
Shareholder,  enforceable against such Shareholder in accordance with its terms,
except as enforceability  may be limited by applicable  bankruptcy,  insolvency,
reorganization,  moratorium,  fraudulent  transfer  and similar  laws of general
applicability  relating to or affecting  creditors'  rights or by general equity
principles.

     (c) Such  Shareholder is the sole  Beneficial  Owner of such  Shareholder's
Owned Shares, other than those Owned Shares Beneficially Owned by a family trust
or child of such  Shareholder.  Such  Shareholder has the sole right to vote, or
cause  to  be  voted,  and  to  dispose,  or  cause  the  disposition,  of  such
Shareholder's  Owned  Shares and there  exist no  limitations  on its ability to
exercise such right.  The Shareholder  has good and marketable  title (which may

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include holding in nominee or "street" name) to all of such Shareholder's  Owned
Shares  (other than those Owned Shares  Beneficially  Owned by a family trust or
child of such  Shareholder),  free and clear of all liens (other than as created
by this  Agreement and  restrictions  on Transfer  under  applicable  securities
laws).  The Owned  Shares  constitute  all of the  capital  stock of the Company
Beneficially Owned by such Shareholder.

     (d)  Neither  the  execution  nor  delivery  of  this   Agreement  by  such
Shareholder nor the Shareholder's  consummation of the transactions contemplated
hereby will  conflict  with,  result in any violation of or constitute a default
under (i) any mortgage, bond, indenture,  agreement, instrument or obligation to
which such  Shareholder  is a party or by which such  Shareholder  or any of the
Owned  Shares is bound,  (ii) such  Shareholder's  constituent  documents if the
Shareholder is not a natural  person,  or (iii) any judgment,  decree,  order or
material law or regulation of any governmental agency or authority in the United
States by which such Shareholder is bound.

     (e) Such Shareholder  understands and acknowledges  that each of Parent and
Acquisition  Co. is entering  into the Merger  Agreement  in reliance  upon such
Shareholder's execution, delivery and performance of this Agreement.

     10.  Representations  and Warranties of Parent and  Acquisition  Co. Parent
represents and warrants to the Shareholder as follows:

     (a) Parent is a corporation  duly organized,  validly  existing and in good
standing under the laws of the  Commonwealth of Pennsylvania  with all requisite
corporate power and authority to own, operate and lease its properties, to carry
on its business as now being  conducted,  and to enter into this  Agreement  and
perform its obligations hereunder.

     (b) Parent owns all of the issued and outstanding shares of Acquisition Co.
Acquisition Co. is a corporation  duly organized,  validly  existing and in good
standing  under  the laws of the  State  of West  Virginia  with  all  requisite
corporate  power to enter  into  this  Agreement  and  perform  its  obligations
hereunder.

     (c) Each of Parent and  Acquisition  Co. has taken all necessary  corporate
action  to  approve  this  Agreement  and  the  performance  of its  obligations
hereunder.  This  Agreement has been duly and validly  executed and delivered by
each of Parent and Acquisition  Co. and  constitutes a valid,  legal and binding
agreement  of each of Parent  and  Acquisition  Co.,  respectively,  enforceable
against each of Parent and Acquisition Co. in accordance with its terms,  except
as  enforceability  may  be  limited  by  applicable   bankruptcy,   insolvency,
reorganization,  moratorium,  fraudulent  transfer  and similar  laws of general
applicability  relating to or affecting  creditors'  rights or by general equity
principles.

     (d) Neither the  execution  nor  delivery  of this  Agreement  by Parent or
Acquisition  Co.  nor  Parent's  or  Acquisition   Co.'s   consummation  of  the
transactions contemplated hereby will conflict with, result in any violation of,
or constitute a default under, the Articles of Incorporation or Bylaws of Parent
or Acquisition Co. or any agreement, mortgage, indenture, license, permit, lease

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or other instrument  material to Parent and its subsidiaries taken as a whole or
any  judgment,  decree,  order,  or  any  material  law  or  regulation  of  any
governmental  agency or authority in the United States by which Parent or any of
its subsidiaries is bound.

     11.  Termination.  This  Agreement,  and all rights and  obligations of the
parties  hereunder  shall terminate upon the earliest of: (i) the Effective Time
of the Merger,  (ii) as to the rights and obligations  associated with any Owned
Shares under Section 2 hereof,  the  acceptance for payment of such Owned Shares
by Parent  or  Acquisition  Co. in the  Offer,  (iii)  the  termination  of this
Agreement by written notice from Parent to the Shareholder, (iv) the termination
of the Offer by Parent or Acquisition Co., or (v) the date upon which the Merger
Agreement is terminated  in accordance  with its terms without the Merger having
been  consummated  or (vi) the Merger  Agreement  shall have been  terminated by
Company pursuant to Section 8.1(g) or 8.1(h) of the Merger Agreement;  provided,
however,  that: (A) Section 12(a) and 12(e) shall survive such termination;  and
(B) no such  termination  shall  relieve or release the  Shareholder,  Parent or
Acquisition  Co. from any  obligations or liabilities  arising out of his or its
breach of this Agreement prior to its termination.

      12.    Miscellaneous.
             -------------

     (a) Costs and Expenses. Except as otherwise provided in this Agreement, all
costs  and  expenses   incurred  in  connection  with  this  Agreement  and  the
transactions  contemplated  hereby  shall be paid by the  party  incurring  such
expenses.

     (b) Execution in  Counterparts.  For the  convenience of the parties,  this
Agreement and any  amendments,  supplements,  waivers and  modifications  may be
executed in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same document.

     (c)  Assignment.  This Agreement and all of the provisions  hereof shall be
binding  upon and inure to the  benefit  of the  parties  and  their  respective
successors, personal or legal representatives, executors, administrators, heirs,
distributees,  devisees,  legatees  and  permitted  assigns,  but  neither  this
Agreement nor any of the rights,  interests or  obligations  hereunder  shall be
assigned by any party (whether by operation of law or otherwise), in whole or in
part,  without the prior written  consent of the other parties;  provided,  that
Parent or  Acquisition  Co. may assign any or all rights under this Agreement to
any subsidiary of Parent, and Acquisition Co. may assign any or all rights under
this Agreement to Parent or to another subsidiary of Parent.

     (d)  Amendments and Waivers.  This  Agreement may not be amended,  changed,
supplemented, or otherwise modified or terminated, except upon the execution and
delivery of a written agreement executed by the parties hereto;  provided,  that
each of Parent and Acquisition Co. may waive  compliance by the Shareholder with
any  representation,  agreement or condition  otherwise  required to be complied
with by any other party under this Agreement or release the Shareholder from its
obligations  under  this  Agreement,  but any such  waiver or  release  shall be
effective only if in a writing executed by Parent and Acquisition Co.

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     (e) Notices. Any notice or other communication  required or permitted to be
delivered  to any party  under this  Agreement  shall be in writing and shall be
deemed properly  delivered,  given and received:  (i) if delivered by hand, when
delivered;  (ii) if sent  via  facsimile  with  confirmation  of  receipt,  when
transmitted  and  receipt  is  confirmed;  (iii)  if  sent by  electronic  mail,
telegram,  cablegram or other electronic  transmission,  upon delivery;  (iv) if
sent by registered,  certified or first class mail, the third business day after
being  sent;  and (v) if sent  by  overnight  delivery  via a  national  courier
service,  one  business  day after  being  sent in each case to the  address  or
facsimile telephone number set forth beneath the name of such party below (or to
such  other  address or  facsimile  telephone  number as such  party  shall have
specified in a written notice given to the other parties hereto):

         If to Parent or
          Acquisition Co.:         L. B. Foster Company
                                   415 Holiday Drive
                                   Pittsburgh, PA 15220
                                   Attention:  David L. Voltz,
                                   Vice President and General Counsel
                                   fax:  412-928-7891

         With a copy to:           Buchanan Ingersoll & Rooney PC
                                   One Oxford Centre
                                   301 Grant Street, 20th Floor
                                   Pittsburgh, Pennsylvania 15219
                                   Attention:  Lewis U. Davis, Esq.
                                   Fax:  (412) 562-1041



         If to Shareholder:        at the address shown on Schedule A hereto.

         With a copy to:           Luse Gorman Pomerenk & Schick, P.C.
                                   5335 Wisconsin Ave., N.W.
                                   Suite 780
                                   Washington, D.C. 20015
                                   Attention: Alan Schick, Esq.
                                   Fax: (202) 362-2902



     (f)  Inadequate  Remedy  at  Law;  Specific  Performance.  The  Shareholder
acknowledges  and  agrees  that in the event of any  breach  of this  Agreement,
Parent would be irreparably and  immediately  harmed and could not be made whole
by monetary damages.  It is accordingly  agreed with respect to any provision of
this  Agreement  that (i)  Shareholder  will waive,  in any action for  specific
performance,  the defense of adequacy of a remedy at law,  and (ii) Parent shall
be entitled,  in addition to any other remedy to which it may be entitled at law
or in equity, to compel specific performance of this Agreement.

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     (g) Cumulative Rights, Powers and Remedies. All rights, powers and remedies
provided under this Agreement or otherwise available in respect hereof at law or
in equity  shall be  cumulative  and not  alternative,  and the  exercise of any
thereof by any party shall not preclude the  simultaneous  or later  exercise of
any other such right,  power or remedy by such  party.  The failure of any party
hereto to exercise any right,  power or remedy  provided under this Agreement or
otherwise  available  in respect  hereof at law or in equity,  or to insist upon
compliance  by any other party hereto with its  obligations  hereunder,  and any
custom or practice of the parties at variance with the terms  hereof,  shall not
constitute  a waiver by such  party of its right to  exercise  any such or other
right, power or remedy or to demand such compliance.

     (h) Entire Agreement; No Third Party Beneficiaries.  This Agreement,  along
with the specific references to the Merger Agreement,  constitutes the complete,
final and exclusive agreement among the parties and supersedes any and all prior
agreements and  understandings,  written or oral,  among the parties  heretofore
made with  respect to the  subject  matter  hereof.  Nothing in this  Agreement,
express or implied,  is intended  to or shall  confer upon any other  Person any
rights, benefits or remedies of any nature whatsoever under or by reason of this
Agreement.

     (i) Governing Law; Jurisdiction and Venue. This Agreement shall be governed
by,  and  construed  in  accordance  with,  the  laws  of  the  Commonwealth  of
Pennsylvania,   regardless  of  any   conflicts-of-law   principles   (it  being
understood,  however, that with respect to any matters of corporate law required
to be  governed  by the laws of the  State of West  Virginia,  such  laws  shall
apply).  In any action  between or among any of the  parties  arising  out of or
relating  to this  Agreement  or any of the  transactions  contemplated  by this
Agreement  and the Merger  Agreement:  (a) each of the parties  irrevocably  and
unconditionally  consents and submits to the exclusive jurisdiction and venue of
the state and federal courts located in the Western District of the Commonwealth
of  Pennsylvania  (and  agrees not to commence  any such  action  except in such
courts) and  irrevocably and  unconditionally  waives and agrees not to plead or
claim in any such  court  that any such  action  brought  in such court has been
brought in an inconvenient forum; (b) if any such action is commenced in a state
court,  then, subject to applicable Law, no party shall object to the removal of
such  action  to any  federal  court  located  in the  Western  District  of the
Commonwealth of Pennsylvania;  and (c) each of the parties irrevocably  consents
to service of process by first-class  certified mail, return receipt  requested,
postage  prepaid,  to the  address at which  such party is to receive  notice in
accordance  with  Section  12(e)  hereof.   EACH  PARTY  ACKNOWLEDGES  THAT  ANY
CONTROVERSY   WHICH  MAY  ARISE  UNDER  THIS  AGREEMENT  IS  LIKELY  TO  INVOLVE
COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION  ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED  TRANSACTIONS.  EACH PARTY
ACKNOWLEDGES,  AGREES  AND  CERTIFIES  THAT:  (A) NO  REPRESENTATIVE,  AGENT  OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,  EXPRESSLY OR OTHERWISE,  THAT SUCH
OTHER  PARTY  WOULD,  IN THE  EVENT  OF  LITIGATION,  SEEK TO  PREVENT  OR DELAY
ENFORCEMENT OF EITHER OF SUCH WAIVERS; (B) IT UNDERSTANDS AND HAS CONSIDERED THE

                                       9
<page>
IMPLICATIONS OF SUCH WAIVERS; (C) IT MAKES SUCH WAIVERS VOLUNTARILY;  AND (D) IT
HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 12(i).

     (j) Severability. If any term, provision, covenant or restriction contained
in this Agreement is held by a court or a federal or state regulatory  agency of
competent  jurisdiction to be invalid,  void or unenforceable  under any rule of
law in any  particular  respect  or  under  any  particular  circumstances,  the
remainder of the terms,  provisions and covenants and restrictions  contained in
this  Agreement  shall  remain in full force and effect,  and shall in no way be
affected,  impaired or  invalidated.  If any  provision of this  Agreement is so
broad as to be  unenforceable,  the provision shall be interpreted to be only so
broad as is enforceable.

     (k)  Interpretation.  The section  and  paragraph  captions  herein are for
convenience  of reference  only, do not  constitute  part of this  Agreement and
shall not be deemed to limit or otherwise  affect any of the provisions  hereof.
The words "include,"  "includes," and "including" shall be deemed to be followed
by "without  limitation"  whether or not they are in fact followed by such words
or words of like import.


     13. Shareholder Capacity.  Neither the Shareholder executing this Agreement
nor any partner,  member,  employee or Affiliate of such  Shareholder  who is or
becomes  during the term hereof a director  or officer of the Company  makes any
agreement or  understanding  herein in his or her capacity as such a director or
officer,  and this  Agreement  does not bind any  partner,  member,  employee or
Affiliate of such Shareholder in such person's capacity as a director or officer
of  the  Company.  The  Shareholder  executes  this  Agreement  solely  in  such
Shareholder's  capacity as the owner of record  and/or  Beneficial  Owner of the
Owned  Shares or as having the power to vote or dispose of the Owned  Shares and
nothing herein  (including in Section 4) shall limit or affect any actions taken
or omitted to be taken by such Shareholder,  or any partner, member, employee or
Affiliate of such Shareholder,  in his or her capacity as an officer or director
of the  Company  (including,  for the  avoidance  of  doubt,  any  action in the
discharge  of  fiduciary  duties in  compliance  with  Section 5.3 of the Merger
Agreement);  provided, that nothing in this Section 13 shall be deemed to permit
such  Shareholder to take any action on behalf of the Company that is prohibited
by the Merger Agreement.

      14. Further Assurances. From time to time, at Parent's or Acquisition
Co.'s request and without further consideration, the Shareholder shall execute
and deliver such additional documents and take all such further lawful action as
may be necessary or desirable to consummate and make effective, in the most
expeditious manner practicable, the transactions contemplated by this Agreement.

                  [Remainder of page intentionally left blank]


                                       10


<PAGE>





         [Shareholders' Signature Pages to Shareholder Tender Agreement]

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed as of the day and year first above written.


                                            [NAME OF SHAREHOLDER]


                                            By:_________________________________

                                                Name:__________________________

                                                Title:__________________________





<PAGE>


 [Parent's and Acquisition Co.`s Signature Page to Tender and Voting Agreement]




                                     PARENT:

                                     L. B. FOSTER COMPANY


                                     By:
                                         ---------------------------------------

                                           Its: ________________________________



                                     ACQUISITION CO.:

                                     FOSTER THOMAS COMPANY


                                     By:
                                         ---------------------------------------

                                              Its: _____________________________



<PAGE>


                                   SCHEDULE A

                                   SHAREHOLDER

 NAME               ADDRESS/FAX #                NUMBER            PERCENTAGE
                                                 OF SHARES        OF OWNERSHIP
-----------       --------------------        --------------     --------------







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