EXHIBIT 4.34


 


Mr B Card


 


[Address]


 


31 January 2017


 


Dear Bob,


 


Appointment as Non-Executive Director


 


I am writing to set out the terms of your
proposed appointment as a non-executive director of Amec Foster Wheeler plc (the “Company”), subject to the
terms and conditions of this letter, as follows:


 


		1	Appointment.



 


		1.1	Your appointment is subject to the provisions of the Companies Act 2006, general law, the Listing,
Prospectus, Disclosure and Transparency Rules of the Financial Conduct Authority and the Articles.



 


		1.2	Your appointment will take effect on 1 March 2017. Under the Articles you will be obliged to retire
at the next AGM (which we expect to be held on 11 May 2017 but will be eligible for re-election by shareholders at that meeting.



 


		1.3	Thereafter (and despite anything to the contrary in the Articles) in line with the recommendations
of Provision B.7.1 of the UK Corporate Governance Code, you will be required to retire at each AGM. On your retirement at any such
AGM, you will be eligible for re-election unless the Board determines otherwise, typically not later than the date of notice of
any such meeting. If the Company chooses not to comply with Provision B.7.1 of the UK Corporate Governance Code, under the Articles
you will be required to retire in the third calendar year following the AGM at which you were first elected, or subsequently re-elected,
as a director by the shareholders of the Company.



 


		1.4	Subject to the terms set out in this letter and to the Articles, typically you will be expected
to serve two three-year terms, although the Board may invite you to serve for an additional period of 3 years.



 


		1.5	The Board may require you to resign at any time, subject to written notice. You are referred to
Article 76(e) of the Articles which reflects the Board’s rights in this respect.



 


		2	Committees



 


		2.1	This letter refers to your appointment as a non-executive director of the Company.








    	 



    	



    

		2.2	Your appointment to committees of the Board entails separate responsibilities as detailed in the
enclosed terms of reference of the relevant committees. It is intended that, upon appointment, you will join the Audit Committee
and Health, Safety, Security, Environmental and Ethics (HSSEE) Committee and any other key committees as may be requested from
time to time.



 


		3	Time Commitment



 


		3.1	Overall we anticipate a time commitment of around twenty (20) days per annum on average after the
induction phase, but a greater time commitment could be necessary at times, particularly when travelling on Group business or in
the case of unexpected events.



 


		3.2	This will include attendance at regular Board meetings, the AGM and other general meetings of shareholders
or any class of shareholders, separate meetings of non-executive directors (where required) led by the Chairman or the senior independent
director, one annual Board away day and at least one site visit per year, which will usually be overseas, and (subject to your
appointment) attending or chairing, as relevant, meetings of any committees of the Board to which you are appointed.



 


		3.3	In addition, you will be expected to devote appropriate preparation time ahead of each meeting
and such other time as is reasonably required to discharge your duties as a director (for example if the Company is involved in
increased activity because it is involved in a major transaction).



 


		3.4	By accepting this appointment, you confirm that you are able to allocate sufficient time to meet
the expectations of your role to the satisfaction of the Board. The agreement of the Board should be sought before accepting additional
commitments that might affect the time you are able to devote to your role as a non-executive director of the Company.



 


		4	Role and Duties



 


		4.1	General Duties



 


		4.1.1	Your duties will be those normally required of a non-executive director of a UK listed company.



 


		4.1.2	In particular, you should have regard to the Guidance on Board Effectiveness, issued by the Financial
Reporting Council in March 2011, of which an extract is included in Schedule 1 of this letter.



 


		4.1.3	All directors must take decisions objectively in the interests of the Company and not do anything
which is harmful to the Company or its business.



 


		4.1.4	All directors are expected to comply with the Company’s policies from time to time in force
including, in particular, the Company’s Code of Business Conduct.








    	 



    	



    

		5	Status of Appointment



 


			You will not be an employee of the Company or any member of the Group and this letter shall not
constitute a contract of employment. This letter sets out the only payments you will receive for performing your duties. Accordingly,
no other remuneration or benefits will be provided and, in particular, you will not participate in any of the Company’s or
Group’s remuneration or benefit programmes, arrangements, schemes or plans.



 


		6	Fees



 


		6.1	In consideration of the appointment, the Company will pay you a fee of £72,600 compromising
the standard base fee of £60,500 plus a 20% uplift that recognises the additional travelling time given your home location
and sub-paragraphs 6.2 to 6.6 below shall apply to your fee except where otherwise provided in the Articles.



 


		6.2	Your fee is inclusive of service on any Board committee but additional fees may be payable in the
event of you being asked to chair any Board committees.



 


		6.3	Your fee will accrue on a daily basis and will be paid quarterly by bank credit transfer in advance
on or about the 28th day of December for Q1, 28th March for Q2, 28th June for Q3 and 28th September for Q4 less any
UK and/or overseas tax and national insurance contributions and/or social security contributions the Company is obliged to deduct.



 


		6.4	Your fee(s) will be subject to an annual review by the Board, with the next review due on 1 January
2018.



 


		6.5	If for a reason related to your illness, disability or injury, you are unable to carry out your
duties, payment of any fee(s) during any period of incapacity will be at the discretion of the Board.



 


		6.6	Any specific and additional services rendered by you to the Company will be remunerated on the
basis to be agreed by the Board at the time such services are commissioned.



 


		7	Reimbursement of Expenses



 


		7.1	The Company will reimburse you in accordance with the Articles and any expenses procedures from
time to time in force for any reasonable expenses properly incurred in performing your duties, which will include overseas air
travel at up to business class in respect of meetings which you are required to attend pursuant to clause 3.1. All expenses must
be properly documented.








    	 



    	



    

		8	Independent status



 


		8.1	The Board has determined you to be independent upon joining the Company according to provision
B.1.1 of the UK Corporate Governance Code. As an independent director it is important that you remain independent in character
and judgement.



 


		8.2	You are required to inform the Company Secretary of any circumstances which are likely to affect,
or could appear to affect, your judgement and therefore your status as an independent director.



 


		9	Outside Interests



 


		9.1	It is accepted and acknowledged that you have business interests other than those of the Company.
As a condition to your appointment commencing you are required to declare any such directorships, appointments and interests to
the Board in writing and by accepting this appointment you confirm that you have complied with this condition.



 


		9.2	If you take on any additional interests or become aware of any potential conflicts of interests,
these must be disclosed to the Board as soon as they arise or become known to you.



 


		9.3	If at any time you are considering taking on any additional interests which might give rise to
a conflict of interest with the Group you must first discuss the matter with the Board and, if necessary, obtain its consent. Before
doing so, it may be advisable to discuss the matter directly with the Chairman and the Chief Executive.



 


		10	Confidentiality



 


		10.1	You will not use or disclose to any person, firm or organisation (except as required by law or
to carry out your duties under this letter) any trade secrets, knowhow, business information or other private or confidential information
relating to the business, finances or affairs of the Company or Group, or any customer of the Company or Group, or any other information
provided to you on the basis that it is confidential. You will use your best endeavours to prevent the unauthorised use or disclosure
of any such information. This restriction will continue to apply after your appointment ends without limit in time but will not
apply to information which becomes public, unless through unauthorised disclosure by you. After your appointment ends you will
return all documents and information (whether written, visual or electronic) under your control which belong to the Company or
Group.



 


		10.2	Paragraph 10.1 will apply (with the necessary amendments) to confidential information of each company
in the Group and of any other persons. At the Company’s request, you will enter into a separate agreement or undertaking
with any such company and such other persons in the same terms as paragraph 10.1 with any necessary amendments.








    	 



    	



    

		11	Induction and training



 


		11.1	Immediately after your appointment to the Board, the Company will provide a comprehensive, formal
and tailored induction. We will also arrange for site visits and meetings with key senior management and the Company’s auditors
and other relevant key external advisors. We will also offer to major shareholders the opportunity to meet you.



 


		11.2	In compliance with the Company’s obligations under the UK Corporate Governance Code the Chairman
will meet with you regularly to discuss and agree your training and development needs. The Company Secretary and Group HR Director
are available to assist in identifying appropriate means for meeting agreed needs.



 


		12	Review process



 


The performance of individual directors
and the whole Board and its committees is evaluated annually. If, in the interim, there are any matters which cause you concern
about your role you should discuss them with the Chairman as soon as is appropriate.


 


		13	Directors’ Liability Indemnity and Insurance



 


		13.1	You are entitled to the benefit of the indemnity against directors’ liability (subject to
any restrictions imposed by law or agreed amongst the shareholders of the Company), a draft of which is enclosed with this letter.



 


		13.2	The Company has directors’ and officers’ liability insurance and currently
intends to maintain such cover for the full term of your appointment.



 


		14	Independent professional advice



 


Occasions may arise when you consider
that you need professional advice in the furtherance of your duties as a director and it may be appropriate for you to consult
independent advisers at the Company’s expense. The Company will reimburse the full cost of expenditure reasonably incurred
in accordance with and subject to the terms of the Company’s policy. You are invited to discuss any proposed engagement with
the Company Secretary in advance.


 


		15	Disclosure and Dealings in Shares



 


		15.1	Under the Companies Act 2006, where a director of a company is in any way, directly or indirectly,
interested in a proposed transaction or arrangement with the Company or one that has been entered into by the Company, he or she
must declare the nature and extent of that interest. You may give any such notice at a meeting of the directors, in writing or
by general notice.








    	 



    	



    

		15.2	During the continuance of your appointment you will be expected to comply (and to procure that
your spouse and dependant children comply) where relevant with any rule of law or regulation of any competent authority or of the
Company from time to time in force in relation to dealings in shares, debentures and other securities of the Company and unpublished
price sensitive information affecting the shares, debentures and other securities of the Company.



 


		15.3	The Company currently has no share ownership requirements for non-executive directors.



 


		16	Companies House formalities



 


Form APO1, prescribed by the Companies
Act 2006, has to be filed at Companies House. We will make the necessary arrangements using the information you have provided.


 


		17	Termination



 


		17.1	You may resign from your position as a director at any time and, should you wish to do so, we will
pay your fees and any expenses due to you up to the date on which your appointment terminates.



 


		17.2	Continuation of your appointment after retirement from office required under this letter or under
the Articles is contingent on satisfactory performance and on your re-election, as and when required, whether under the Articles
or otherwise. You will not be entitled to compensation (or payment in lieu of notice) if you are not re-elected by shareholders
following any such retirement but the Company will pay your fees and any expenses due to you up to the date of such retirement.



 


		17.3	Your appointment may also be terminated in accordance with the provisions of the Articles.



 


		18	Data protection



 


		18.1	For the purposes of the Data Protection Act 1998 (the “Act”) you consent to the holding,
processing and disclosure of personal data (including sensitive data within the meaning of the Act) provided by you to the Company
for all purposes relating to the performance of your role as a non-executive director, including for staff records, management
of health and performance issues and for payment purposes, including, where necessary, transferring information a country or territory
outside the EEA.



 


		18.2	You acknowledge that during your service you will have access to personal data and sensitive personal
data relating to employees, customers and other individuals held and controlled by the Company. You agree to comply with the terms
of the Act in relation to such data and to abide by the Company’s data protection policy issued from time to time.



 








    	 



    	



    
		19	Definitions



 


In this letter:


 


		19.1	“AGM” means the Company’s Annual General Meeting of shareholders;



 


		19.2	“Board” means the board of directors of the Company;



 


		19.3	“Articles” means the Company’s Articles of Association from time to time in force;



 


		19.4	“Group” means the Company and any subsidiary or subsidiary undertaking or holding company
(as defined in the Companies Acts 2006) of the Company and any subsidiary or subsidiary undertaking or holding company of any subsidiary
or subsidiary undertaking or holding company of the Company; and



 


		19.5	“Listing Rules” means the listing rules made by the Financial Conduct Authority in
exercise of its functions as competent authority pursuant to Part VI of the Financial Services and Markets Act 2000.



 


		20	Governing Law



 


This agreement and any non-contractual
obligations arising out of or in connection with it is governed by and will be interpreted in accordance with the laws of England
and Wales. Each of the parties submits to the exclusive jurisdiction of the Courts of England and Wales as regards any claim or
matter arising under the Agreement.


 


Please acknowledge receipt
and acceptance of the above terms by signing and returning the enclosed copy of this letter.


 


Yours sincerely


 


/s/ JOHN CONNOLLY




 


Chairman


 


For and on behalf of Amec Foster Wheeler
plc


 


I hereby acknowledge receipt of and accept
the terms set out in this letter


 


Signed: /s/ BOB CARD


 


Dated: 31 January 2017







    	 



    	



    

Schedule 1




Guidance for Non-Executive Directors




(extracted from the March 2011 FRC Guidance on Board Effectiveness)





 


A non-executive director should, on appointment,
devote time to a comprehensive, formal and tailored induction which should extend beyond the boardroom. Initiatives such as partnering
a non-executive director with an executive board member may speed up the process of him or her acquiring an understanding of the
main areas of business activity, especially areas involving significant risk. The director should expect to visit, and talk with,
senior and middle managers in these areas.


 


Non-executive directors should devote time
to developing and refreshing their knowledge and skills, including those of communication, to ensure that they continue to make
a positive contribution to the board. Being well-informed about the company, and having a strong command of the issues relevant
to the business, will generate the respect of the other directors.


 


Non-executive directors need to make sufficient
time available to discharge their responsibilities effectively. The letter of appointment should state the minimum time that the
non-executive director will be required to spend on the company’s business, and seek the individual’s confirmation
that he or she can devote that amount of time to the role, consistent with other commitments. The letter should also indicate the
possibility of additional time commitment when the company is undergoing a period of particularly increased activity, such as an
acquisition or takeover, or as a result of some major difficultly with one or more of its operations.


 


Non-executive directors have a responsibility
to uphold high standards of integrity and probity. They should support the chairman and executive directors in instilling the appropriate
culture, values and behaviours in the boardroom and beyond.


 


Non-executive directors should insist on
receiving high-quality information sufficiently in advance so that there can be thorough consideration of the issues prior to,
and informed debate and challenge at, board meetings. High-quality information is that which is appropriate for making decisions
on the issue at hand – it should be accurate, clear, comprehensive, up-to-date and timely; contain a summary of the contents
of any paper; and inform the director of what is expected of him or her on that issue.


 


Non-executive directors should take into
account the views of shareholders and other stakeholders, because these views may provide different perspectives on the company
and its performance.