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EXHIBIT A
 Foster Wheeler Annual Executive
 Short-term Incentive Plan




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Table of Contents
 Article 1.
    
    Introduction
    
    11.01
    
    Establishment and Applicability of Plan
    
    11.02
    
    Effective Date and Term
    
    11.03
    
    Governing Provisions
    
    1Article 2.
    
    Definitions
    
    12.01
    
    Base Pay
    
    12.02
    
    Board
    
    22.03
    
    CEO
    
    22.04
    
    Committee
    
    22.05
    
    Company
    
    22.06
    
    Disabled
    
    22.07
    
    Leave of Absence
    
    22.08
    
    Participant
    
    22.09
    
    Plan
    
    22.10
    
    Senior Executive
    
    22.11
    
    Short-Term Incentive Target Percentage Opportunity
    
    3Article 3.
    
    Participation and Eligibility
    
    33.01
    
    Eligibility for Participation
    
    33.02
    
    Partial Year Eligibility
    
    3Article 4.
    
    Annual Incentive Award
    
    34.01
    
    Annual Incentive Award
    
    34.02
    
    Approval Process
    
    4Article 5.
    
    Plan Administration
    
    45.01
    
    Committee
    
    45.02
    
    Guarantees
    
    45.03
    
    Governance
    
    45.04
    
    Repayment of Overpayments
    
    4Article 6.
    
    Miscellaneous
    
    56.01
    
    Plan Changes
    
    56.02
    
    Participant Covenants
    
    56.03
    
    Assignments
    
    56.04
    
    No Contract
    
    56.05
    
    Superseding Provisions
    
    56.06
    
    Prevailing Law
    
    66.07
    
    Indemnification of Committee and Board
    
    66.08
    
    No Prior Right of Award
    
    6
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FOSTER WHEELER ANNUAL EXECUTIVE
SHORT-TERM INCENTIVE PLAN
(As Amended and Restated Effective January 1, 2006)
 Article 1.
Introduction
 1.01
    
    Establishment and Applicability of Plan.Foster Wheeler Ltd. (the Company) established the Foster Wheeler Annual Executive
Short-Term Incentive Plan (the Plan) effective January 1, 2002. The objectives of the
Plan are to provide the Company with a vehicle through which it may award short-term
incentive compensation to eligible Senior Executives (as defined in Section 2.10 of this
Plan) of the Company as determined by the Chairman, President and Chief Executive Officer of
the Company (the CEO) and the Compensation Committee (the Committee) of the Board of
Directors of the Company (the Board).Only Senior Executives are eligible for a short-term incentive compensation award under this
Plan. Management retains its usual authority and discretion regarding short-term incentive
compensation for other officers, employees, and consultants of the Company and its
affiliates.1.02
    
    Effective Date and Term.The Plan originally became effective January 1, 2002. Unless superseded or terminated, the
Plan, as amended from time to time, will continue in effect during subsequent calendar
years. This plan is a successor plan to and supersedes in all respects the incentive
compensation provisions of the Executive Compensation Plan of the Company (which Executive
Compensation Plan was first approved by the Board on January 1, 1988 and amended from time
to time until the adoption of the present Plan).1.03
    
    Governing Provisions.For each full or partial year that the Plan is effective, the provisions applicable to each
Participant shall consist of (i) the Plan document set forth herein and (ii) written
determinations by the CEO and the Committee regarding the Participants short-term incentive
compensation.
 Article 2.
Definitions
 2.01
    
    Base Pay.Base Pay shall mean the Participants base salary rate generally in effect during the
calendar year for which an award of short-term incentive compensation, if any, is made.




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2.02
    
    Board.Board shall mean the Board of Directors of the Company.2.03
    
    CEO.CEO shall mean the Chairman, President and Chief Executive Officer of the Company.2.04
    
    Committee.Committee shall mean the Compensation Committee of the Board.2.05
    
    Company.Company shall mean Foster Wheeler Ltd.2.06
    
    Disabled.Disabled shall mean a Participants being physically or mentally unable to perform the
material duties of the Participants position for a continuous period of 18 months.2.07
    
    Leave of AbsenceLeave of Absence shall mean an approved leave of absence from the Company which qualifies
under the Family Medical Leave Act of 1993, as amended, or any other approved leave of
absence accepted as such by the Committee.2.08
    
    Participant.Participant shall mean an employee designated as described in Sections 3.01 and 3.02.2.09
    
    Plan.Plan shall mean the Foster Wheeler Annual Executive Short-Term Incentive Plan, as set
forth herein and as amended from time to time.2.10
    
    Senior Executive.Senior Executive shall mean those persons defined as such in the Foster Wheeler Ltd.
Compensation Committee Charter and such other senior executives whom the CEO may designate
from time-to-time as being covered by the Plan; provided, however, that in all cases, all
officers (as the term is defined in Rule 16a-1 of the Securities Exchange Act) of the
Company and all named executive officers (as the term is defined in 17 CFR 229.402) of the
Company shall be deemed to be Senior Executives for the purposes of this Plan.2.11
    
    Short-Term Incentive Target Percentage OpportunityShort-Term Incentive Target Percentage Opportunity shall mean the target opportunity or
similar number set forth in employment agreements or otherwise
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established by the CEO, Committee, and/or Board and used as part of the calculation of
bonuses, short-term incentives, or annual incentives (which bonuses and incentives can vary,
in the CEOs and Committees discretion, from year to year and can incorporate the effect of
factors including, but not limited to, market comparability data, Base Pay, and
performance-based adjustments).
 Article 3.
Participation and Eligibility
 3.01
    
    Eligibility for Participation.Each Senior Executive of the Company or any affiliate of the Company who is designated by
name or title by the CEO as eligible for a calendar year shall be a Participant for that
calendar year. Except as noted in Section 3.02 below, in order to participate in the Plan,
the Senior Executive must have been a full-time employee of the Company as of January 1 of
any calendar year with respect to which a short-term incentive compensation award is made.
A Participant in this Plan in any given year is ineligible for participation in any other
short-term incentive compensation plan or program within the Company or its affiliated
companies for that year.3.02
    
    Partial Year Eligibility.In addition, Senior Executives hired after January 1, and individuals who otherwise are not
active full-time Senior Executives for the entire calendar year due to death, Disability, or
Leave of Absence, shall also be Participants for that calendar year. Generally, the
Participants described in this Section 3.02 will be eligible to receive an annual short-term
incentive compensation award proportionate to their period of active service for the subject
calendar year. For the avoidance of doubt, the CEO and Committee have the absolute
discretion to make or withhold any award to any person who was a Participant or Senior
Executive at any point during a given year so long as such award is made pursuant to the
procedures set forth elsewhere in this Plan.
 Article 4.
Annual Short-Term Incentive Award
 4.01
    
    Annual Short-Term Incentive Award.Subject to the other provisions of the Plan, the annual short-term incentive awards, if any,
payable to a Participant for a calendar year shall be recommended by the CEO. Within a
reasonable time after the end of each calendar year, the CEO shall set forth in writing (i)
the Participants eligible for awards; (ii) the amount of the award (by individual or class
of individuals and stated as a dollar amount or a percentage of Base Pay); and (iii) any
factors that should be considered by the Committee in connection therewith. The awards
recommended by the CEO shall only be paid to the extent they are approved pursuant to
Section 4.02.4.02
    
    Approval Process.
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The CEOs recommendation shall be considered by the Committee. The Committee may approve
the recommendation with respect to any or all Participants, approve a different amount of
award for any or all Participants or deny an award to any or all Participants. In no event
may the amount of an award be based upon a calculation of more than two times the
Participants Short-Term Incentive Target Percentage Opportunity; provided, however, that,
for the avoidance of doubt, the foregoing is not intended to limit the CEOs or the
Committees discretion to adjust the amount of an award upward or downward based upon other
appropriate factors including, among other things, company, business group, or operating
unit performance. To the extent an award has been approved, it shall be paid as directed by
the Committee.
 Article 5.
Plan Administration
 5.01
    
    Committee.Subject to the terms hereof, the Committee shall have authority to control and manage the
operation and administration of the Plan, including all rights and powers necessary or
convenient to the carrying out of its functions hereunder, whether or not such rights and
powers are specifically enumerated herein. The Committee may, in its discretion, delegate
any of its authority with regard to the administration of the Plan, or any portion of the
Plan, to any entity, officer or committee, with or without Committee oversight, and, in such
case, references to the Committee shall be deemed to refer to the delegatee.5.02
    
    Guarantees.The CEO, with the approval of the Committee, may authorize award guarantees, for up to one
year, for any new Plan Participant. Each proposed guarantee will be decided on an
individual basis taking into account such factors as the Committee deems relevant.5.03
    
    Governance.The Committee shall have sole and exclusive authority to construe and interpret the Plan,
decide all questions of fact and questions of eligibility and determine the amount, manner
and time of payment of any short-term incentive payment hereunder, which shall be final and
binding.5.04
    
    Repayment of Overpayments.
 (a)
    
    If the Company discovers that it inadvertently overpaid a Participant or former
Participant with respect to any portion of a short-term incentive compensation award,
the Participant agrees to repay the overpayment amount to the Company within 30 days of
a written request. If the Participant or former Participant does not make such
repayment within 30 days, and has not provided the Committee with clear and specific
evidence (as determined by the Committee in its discretion) establishing his or her
entitlement to the amount the Company considers to have been overpaid, the Company can
recover such overpayment by offsetting the overpayment amount against any money that
might then or later be due from the Company to the Participant or
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former Participant, including money that is or becomes due as wages, base pay or
short-term incentive compensation to the Participant or former Participant.(b)
    
    The Companys right under this section to recover overpayments through offset
is not the exclusive means by which it may pursue recovery of said overpayment. In
addition to or in lieu of offset, the Company may also pursue ordinary collection
efforts or legal action against the Participant or former Participant.
 Article 6.
Miscellaneous
 6.01
    
    Plan Changes.The Company reserves the right to modify or amend the Plan, at any time, and from time to
time, by action of the Board. The Company, through the Board, also reserves the right to
terminate the Plan at any time. Neither amendment nor termination of the Plan may adversely
affect any short-term incentive payments fully awarded and approved pursuant to Article 4
before the amendment or termination effective date, and any such short-term incentive
payment will be paid notwithstanding the amendment or termination of the Plan.6.02
    
    Participant Covenants.If a Participant fails to adhere to his/her material obligations to
the Company, including, but not limited to his/her restrictive
covenant obligations, the CEO and the Committee, jointly and
severally, shall have the right to either revoke or amend the
Participants participation, and his or her entitlement to short-term
incentive compensation payments (including fully awarded and approved
short-term incentive compensation payments), as they deem appropriate
in their sole discretion.6.03
    
    Assignments.No Participant may sell, assign, transfer, discount or pledge as
collateral for a loan or otherwise anticipate the right to any
distribution under this Plan.6.04
    
    No Contract.This Plan does not constitute a contract of employment with the Company for a specified
term.6.05
    
    Superseding Provisions.The Plan supersedes any previous short-term incentive compensation plans affecting the
Participant for the term covered by the Plan.There are no oral agreements or understandings between the Company and any Participant
affecting or relating to the Plan which are not referenced herein. No alteration,
modification or change of the Plan shall be effective unless approved in writing by the
Committee.
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6.06
    
    Prevailing Law.The Plan shall be construed and enforced in accordance with the laws of the State of New
Jersey, without giving effect to its conflict of laws provisions. The Plan is not subject
to the provisions of the Employee Retirement Income Security Act of 1974, as amended.6.07
    
    Indemnification of Committee and Board.In additions to such other rights of indemnification as they may have, the members of the
Committee and the Board shall be indemnified by the Company against all costs and expenses
reasonably incurred by them in connection with any action, suit or proceeding to which they
or any of them may be a party by reason of any action taken or failure to act under or in
connection with the Plan or any award granted pursuant hereto, and against all amounts paid
by them in settlement thereof (provided such settlement is approved by legal counsel
selected by the Company) or paid by them in satisfaction of any judgment in any such action,
suit or proceeding, except a judgment based upon a finding of bad faith, provided that upon
institution of any such action, suit or proceeding, the Committee or Board member desiring
indemnification shall give the Company an opportunity, at its own expense, to handle and
defend the same.6.08
    
    No Prior Right of Award.Nothing in the Plan shall be deemed to give any officer or employee, or his or her legal
representative or assigns or any other person or entity claiming under or through him or
her, any contractual right to a bonus or short-term incentive compensation award or
otherwise to participate in the benefits of the Plan, and in all cases, each short-term
incentive compensation award shall be subject to the approval and discretion of the CEO and
the Committee.
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