CHANGE OF CONTROL
                              EMPLOYMENT AGREEMENT


         AGREEMENT  by  and  between  Foster  Wheeler  Corporation,  a New  York
corporation (the "Company") and ________________(the  "Executive"),  dated as of
the ____ day of _________________, 199_.

         The Board of  Directors of the Company (the  "Board"),  has  determined
that it is in the best interests of the Company and its  shareholders  to assure
that  the  Company  will  have  the  continued   dedication  of  the  Executive,
notwithstanding the possibility, threat or occurrence of a Change of Control (as
defined  below) of the Company.  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) The "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.

         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 the Company where such  acquisition  causes such Person to own 20%
or more of the combined voting power of the then outstanding  voting  securities
of the Company  entitled to vote  generally in the  election of  directors  (the
"Outstanding Company 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 the Company,  (ii) any
acquisition by the Company,  (iii) any acquisition by any employee  benefit plan
(or related  trust)  sponsored or maintained  by the Company or any  corporation
controlled by the Company 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  Company 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 the Company,
such subsequent  acquisition shall be treated as an acquisition that causes such
Person to own 20% or more of the Outstanding Company Voting Securities; or

         (b)  Individuals  who, as of the date hereof,  constitute  the Board of
Directors  of the  Company  (such  Board  of  Directors,  the  "Board"  and 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 the  Company'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  the   Company  of  a
reorganization,  merger or consolidation or sale or other  disposition of all or
substantially all of the assets of the Company  ("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 Company 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
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 the  Company  or all or
substantially all of the Company'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 Company Voting
Securities,  (ii) no Person  (excluding  any  employee  benefit plan (or related
trust)  of  the  Company  or  such  corporation  resulting  from  such  Business
Combination)  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  the  Company  of  a  complete
liquidation or dissolution of the Company.

         3.  Employment  Period.  The  Company  hereby  agrees to  continue  the
Executive in its employ, and the Executive hereby agrees to remain in the employ
of the Company  subject to the terms and conditions of this  Agreement,  for the
period  commencing on the Effective Date and ending on the third  anniversary of
such date (the "Employment Period").

         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  location  where the  Executive  was  employed  immediately
preceding the  Effective  Date or any office or location less than 35 miles from
such location.

         (ii)  During  the  Employment  Period,  and  excluding  any  periods of
    vacation and sick leave to which the  Executive is entitled,  the  Executive
    agrees 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 be
    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"),  which
shall be paid at a monthly  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  its  affiliated
companies in respect of the twelve-month period immediately  preceding the month
in which the Effective  Date occurs.  During the Employment  Period,  the Annual
Base  Salary  shall be  reviewed  no more than 12 months  after the last  salary
increase  awarded to the Executive prior to the Effective Date and thereafter at
least  annually.  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 as  utilized  in this  Agreement  shall refer to Annual Base Salary as so
increased.  As used in this Agreement,  the term  "affiliated  companies"  shall
include any company  controlled by, controlling or under common control with the
Company.

         (ii) Annual  Bonus.  In addition to Annual Base Salary,  but subject to
    Section 3(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, for the last three
    full fiscal years prior to the Effective Date  (annualized in the event that
    the  Executive  was not employed by the Company for the whole of such fiscal
    year) (the "Recent Annual  Bonus").  Each such Annual 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 incentive,
    savings and retirement plans,  practices,  policies and programs  applicable
    generally  to  other  peer  executives  of the  Company  and its  affiliated
    companies,  but,  subject to Section  3(b)(ix) below, in no event shall such
    plans, practices, policies and programs 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 its  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 its 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 its 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 its  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 its 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 its  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 its 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
    its 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 its  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 its 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 its
    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 its 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 its 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  upon the Executive's death during the
Employment  Period. If the Company  determines in good faith that the Disability
of the  Executive has occurred  during the  Employment  Period  (pursuant to the
definition of Disability set forth below),  it may give to the Executive written
notice in accordance  with Section  12(b) of this  Agreement 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  with  the  Company  or  one  of its
    affiliates  (other than any such failure  resulting  from  incapacity due to
    physical  or  mental  illness),  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  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 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 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, 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  subparagraph  (i)  or  (ii)  above,  and
specifying the particulars thereof in detail.

         (c) Good Reason.  The  Executive's  employment may be terminated by the
Executive for 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) of this  Agreement,  or any other action by the
    Company which results in a diminution in such position, authority, duties or
    responsibilities,  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) of this Agreement,  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 to be based at any office
    or  location  other than as  provided  in Section  4(a)(i)(B)  hereof or the
    Company's  requiring  the  Executive  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)
    of this Agreement.

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 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.

         (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) of this
Agreement.  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 termination date (which date shall be not more than thirty
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 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  therein,  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  shall  terminate  the  Executive's  employment  other than for Cause or
Disability or the Executive shall terminate 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 clauses  (1),  (2), and (3)
         shall be hereinafter referred to as the "Accrued Obligations"); and

              (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 highest  long-term  bonus  amount paid under the  Executive
         Compensation Plan (or any successor  thereto) for any of the three most
         recent performance cycles ending before the Effective Date; and

              (C) an amount equal to the  difference  between (a) the  actuarial
         equivalent  of the benefit  (utilizing  actuarial  assumptions  no less
         favorable to the  Executive  than those in effect  under the  Company's
         qualified  defined  benefit  retirement  plan (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 Section 4(b)(i) and Section 4(b)(ii), and (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  stock  issued under the
         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 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 share of Company stock at the close of
         business on the date of such tender,  (ii) the highest price paid for a
         share of Company stock 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 share  of  Company  stock  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 its 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 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 its 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,  this Agreement shall terminate
without further obligations to the Executive's legal  representatives under this
Agreement,  other than for payment of Accrued Obligations and the timely payment
or  provision  of  Other  Benefits.  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  affiliated  companies  to the estates and
beneficiaries  of peer executives of the Company and such  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, if 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 its  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, this Agreement shall
terminate without further  obligations to the Executive,  other than for payment
of Accrued  Obligations  and the timely payment or provision of Other  Benefits.
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 its  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 its affiliated companies and their families.

         (d) Cause;  Other than for Good Reason.  If the Executive's  employment
shall be terminated for Cause during the Employment Period, this Agreement shall
terminate without further obligations to the Executive other than the obligation
to pay to the  Executive  (x)  the  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. If the Executive voluntarily terminates employment during the Employment
Period,  excluding a termination for Good Reason, this Agreement shall terminate
without further obligations to the Executive, other than for Accrued Obligations
and the timely payment or provision of Other Benefits. 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 any of its  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 contract or  agreement  with the Company or any of
its  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 its
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.

         8. Full  Settlement;  Legal Fees. 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,  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").

         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 or  distribution  by the  Company to or for the benefit of the
Executive  (whether paid or payable or distributed or distributable  pursuant to
the terms of this Agreement or otherwise,  but determined  without regard to any
additional  payments  required  under  this  Section 9) (a  "Payment")  would be
subject to the excise tax imposed by Section 4999 of the Code or any interest or
penalties  are incurred by the  Executive  with respect to such excise tax (such
excise tax,  together  with any such  interest and  penalties,  are  hereinafter
collectively  referred  to as 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 (including 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 Coopers &
Lybrand or such other certified  public  accounting firm as may be designated by
the Executive (the "Accounting  Firm") which 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 shall 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 and 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 it 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 it desires to contest such claim, the Executive shall:

         (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 with respect thereto) 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  option,  may  pursue or forgo any and all
administrative  appeals,  proceedings,  hearings and conferences with the taxing
authority  in respect of such claim and may, at its sole option,  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 with respect  thereto) imposed with respect to
such advance or with respect to any imputed income with respect to such advance;
and further  provided 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 a 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 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.

         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 or any of its  affiliated  companies,
and their respective businesses, which shall have been obtained by the Executive
during  the  Executive's  employment  by the  Company  or any of its  affiliated
companies and which 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
designated by it. 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.

         (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.

         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]


         If to the Company:

            Foster Wheeler Corporation
            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 Federal, state, local or foreign taxes as shall be required to be
withheld pursuant to any applicable law or regulation.

         (e) The  Executive's  or the  Company's  failure to insist  upon strict
compliance with any provision hereof or any other 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 Section  5(c)(i)-(v) of this  Agreement,
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, 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 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 its Board of Directors,  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 OF EXECUTIVE OFFICER]



                                                     FOSTER WHEELER CORPORATION


                                                   By___________________________