**Termination Period:** Following your termination of employmentwith the Company and all its Affiliates, theOption may be exercised, but only as toShares that were vested on the date of suchtermination, through the Expiration Date setforth above; provided, however, the Optionmay terminate **as of an earlier date**inconnection with certain events as set forthin the Plan and in Section 5 of the OptionAgreement.     You are responsible for keeping track of theperiods during which the Option may beexercised, including those periods thatapply following your termination ofemployment with the Company and all itsAffiliates for any reason. The Company willnot provide further notice of such exerciseperiods.   **Transferability:** Unless otherwise provided in the OptionAgreement or the Plan, this Option may notbe transferred.     By your signature and the signature of the Company’s representative below, you and the Companyagree that this Option is granted under and governed by the terms and conditions of the FosterWheeler Ltd. Omnibus Incentive Plan and the Employee Nonqualified Stock Option Agreement, both ofwhich are attached and made a part of this document.     In addition, you agree and acknowledge that your rights to any Shares underlying the Optionvest only as you provide services to the Company or its Affiliates over time, that the grant of theOption is not as consideration for services you rendered to the Company or its Affiliates prior toyour Date of Grant, and that nothing in this Notice or the attached documents confers upon you anyright to continue your employment relationship with the Company or its Affiliates for any period oftime, nor does it interfere in any way with your right or the Company’s (or its Affiliates’) rightto terminate that relationship at any time, for any reason, with or without cause.             **FOSTER WHEELER LTD.**                  **Participant**   **By:** **Raymond J. Milchovich**      **Its:** **Chairman & CEO**  
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**FOSTER WHEELER LTD. OMNIBUS INCENTIVE PLAN****Employee Nonqualified Stock Option Agreement**     **1. ****Grant of Option****.**Foster Wheeler Ltd., a Bermuda company (the “Company”),hereby grants to                                          (“Optionee”), an option (the “Option”) topurchase the total number of shares of common stock (the “Shares”) subject to the Option,set forth in the Notice of Employee Nonqualified Stock Option Grant (the “Notice”), at theexercise price per Share set forth in the Notice (the “Exercise Price”), subject to theterms, definitions and provisions of the Foster Wheeler Ltd. Omnibus Incentive Plan (the“Plan”) adopted by the Company, which is incorporated in this Employee Nonqualified StockOption Agreement (the “Option Agreement”) by reference. Unless otherwise defined in thisOption Agreement, the terms used in this Option Agreement shall have the meanings defined in thePlan; *provided, however,*that the term “Shares” as defined above shall be interpreted to refer tothe specific number of shares set forth in the Notice but shall otherwise have the meaning setforth in Section 2(ww) of the Plan. This Option Agreement shall be deemed executed by the Companyand Optionee upon execution by such parties of the Notice.     **2. ****Designation of Option****.**This Option is intended to be a Nonqualified Stock Option(as defined in Section 2(bb) of the Plan).     **3. ****Exercise of Option****.**This Option shall be exercisable during its term in accordancewith the Vesting/Exercise Schedule set out in the Notice and with the provisions of Section 5 ofthis Option Agreement as follows:          (a) **Right to Exercise****.**     (i) This Option may not be exercised for a fraction of a share of common stock.     (ii) In the event of Optionee’s death, Disability (as defined in Section 2(q)of the Plan), Retirement (which for purposes of this Option Agreement is as definedin Section 2(vv) of the Plan), or other termination of employment, theexercisability of the Option is governed by Section 5 below, subject to thelimitations contained in this Section 3.     (iii) In no event may this Option be exercised after the Expiration Date of theOption as set forth in the Notice.          (b) **Method of Exercise****.**     (i) This Option shall be exercisable by delivering to the Company a writtenNotice of Exercise (containing the information described in Exhibit Ahereto, in the form attached as Exhibit A, or in any other form acceptableto the Committee) which shall state Optionee’s election to exercise the Option, thenumber of Shares in respect of which the Option is being exercised, and such otherrepresentations and agreements as to the holder’s investment intent with respect tosuch Shares as may be required by the Company pursuant to the provisions of thePlan. Such written notice shall be signed by Optionee and shall be delivered to theCompany by such means as are determined by the Committee in its discretion toconstitute adequate delivery.
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The written notice shall be accompanied by payment of the Exercise Price. ThisOption shall be deemed to be exercised upon receipt by the Company of such writtennotice accompanied by payment of the Exercise Price.     (ii) As a condition to the exercise of this Option and as further set forth inArticle 20 of the Plan, Optionee agrees to make adequate provision for federal,state or other tax withholding obligations, if any, which arise upon the vesting orexercise of the Option. Optionee may satisfy withholding tax obligations througheither (a) giving instructions to a broker for the sale on the open market of asufficient number of shares of common stock of the Company to pay the applicablewithholding tax or (b) depositing with the Company an amount of funds equal to theestimated withholding tax liability. If Optionee fails to satisfy such obligationsin this regard, the Company may require that the Shares otherwise scheduled tobecome vested on any given date be forfeited.     (iii) The Company is not obligated, and will have no liability for failure, toissue or deliver any Shares upon exercise of the Option unless such issuance ordelivery would comply with the Applicable Laws (as defined in Section 2(c) of thePlan), with such compliance determined by the Company in consultation with its legalcounsel. This Option may not be exercised if the issuance of such Shares upon suchexercise or the method of payment of consideration for such shares would constitutea violation of any applicable federal or state securities or other law orregulation, including any rule under Part 221 of Title 12 of the Code of FederalRegulations as promulgated by the Federal Reserve Board, or other Applicable Laws.As a condition to the exercise of this Option, the Company may require Optionee tomake any representation and warranty to the Company as may be required by theApplicable Laws. Assuming such compliance, for income tax purposes the Shares shallbe considered transferred to Optionee on the date on which the Option is exercisedwith respect to such Shares. The Company may postpone issuing and delivering anyShares for so long as the Company reasonably determines to be necessary to satisfythe following:     (A) its completing or amending any securities registration orqualification of the Shares or its or the Optionee’s satisfying anyexemption from registration under any federal or state law, rule, orregulation;     (B) its receiving proof it considers satisfactory that a person seekingto exercise the Option after the Optionee’s death is entitled to do so;     (C) the Optionee complying with any requests for representations underthe Plan;     (D) the Optionee complying with any federal, state, or local taxwithholding obligations; and     (E) its compliance with the restrictions of Code Section 409A to theextent applicable, including any final regulations issued pursuant thereto,including the Committee’s right to amend any provision of this OptionAgreement, to the extent necessary to comply with Code Section 409A.
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     **4. ****Method of Payment****.**Payment of the Exercise Price (in US dollars) shall be by anyof the following, or a combination of the following, at the election of Optionee:          (a) cash or cashier’s check;          (b) through a cashless (broker-assisted) exercise; or          (c) a combination of paragraphs (a) and (b) immediately above.     **5. ****Termination of Relationship; Vesting Acceleration on Certain Events****.**Following thedate of the Optionee’s termination of employment for any reason (the “Termination Date”), Optioneemay exercise the Option only as set forth in the Notice and this Section 5. To the extent thatOptionee is not vested in the Shares as of his or her Termination Date, the Option shall terminateas to unvested Shares as of the Termination Date. If Optionee does not exercise this Option as tovested Shares prior to the earlier of the Expiration Date of the Option as set forth in the Noticeor the relevant dates specified below in this Section 5, the Option shall terminate in itsentirety. In no event, may the Option be exercised as to any Shares after the Expiration Date ofthe Option as set forth in the Notice.     (a) **Termination as a Result of Death or Disability****.**In the event of theOptionee’s termination of employment as a result of his or her death or Disability (asdefined in Section 2(q) of the Plan), any unvested Shares under the Option shall immediatelybecome fully vested and exercisable and all remaining Shares subject to the Option shallremain exercisable until the earlier of:     (i) the Expiration Date; or     (ii) the one (1) year anniversary of the day the Optionee terminates employmentor service due to death or Disability.In the event of the Optionee’s death, the Optionee’s beneficiary or estate may exercise thevested Shares under the Option.     (b) **Termination as a Result of Involuntary Termination or Resignation for GoodReason****.**In the event of the Optionee’s termination of employment as a result of his orher Involuntary Termination (as defined in Section 2(aa) of the Plan) or Resignation forGood Reason (as defined in Section 2(tt) of the Plan), any unvested Shares under the Optionshall immediately become fully vested and exercisable and all remaining Shares subject tothe Option shall remain exercisable until the earlier of:     (i) the Expiration Date; or     (ii) the six (6) month anniversary of the day the Optionee terminatesemployment due to an Involuntary Termination or Resignation for Good Reason;provided, however, that in the event that applicable securities law (includingSection 306 of the Sarbanes-Oxley Act), a rule or listing requirement of theprincipal stock exchange on which the Company’s Shares are listed, or the Company’sblackout or stock trading policy prohibits the Optionee from trading in Shares(collectively, a
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“Blackout”) during any portion of the six-month exercise period, then therunning of such six-month exercise period shall be suspended until the first date onwhich the Blackout is lifted by the Company as it relates to the Optionee, or in theopinion of the Company’s legal counsel or legal compliance officer, the Blackout nolonger applies, but in no event shall such Option be exercisable after theExpiration Date.     (c) **Termination as a Result of Retirement****.**In the event of the Optionee’stermination of employment as a result of his or her Retirement, the vesting of the Optionshall accelerate such that Optionee shall be vested in and able to exercise the Option as ofthe Termination Date as to that number of Shares subject to the Option that equals theproduct of:     (i) the total number of Shares subject to the Option, ***times***     (ii) a ratio, the numerator of which is the total number of months ofemployment from May 15, 2008 to the end of the month in which the date oftermination due to Retirement occurs, and the denominator of which is thirty-oneand one-half (31.5), rounded to the nearest whole number; ***less***     (iii) the total number of Shares in which you have previously vested prior toyour date of Retirement.The remaining portion of the unvested and unexercisable Option which is not accelerated forvesting purposes shall be immediately forfeited.***Example******:***The following example is included merely for demonstrativepurposes.Ann is granted 1,000 Options on May 15, 2008. She will vest in her Options asfollows: (1) 333 Options on December 31, 2008, (2) 333 Options on December 31,2009, and (3) 334 Options on December 31, 2010. Ann subsequently announces herRetirement effective June 1, 2009.As of June 1, 2009, Ann will immediately vest in additional Shares underlying theunvested Options equal to the amount of 111 (equal to 1,000 Options ***multiplied by***14months of employment ***divided by***31.5 ***reduced by***333 Shares previously vested).All vested Shares subject to the Option (including those Shares under the Option whichbecome immediately vested and exercisable pursuant to this paragraph (c)) shall remainexercisable until the earlier of:     (A) the Expiration Date; or     (B) the thirty-sixth (36) month anniversary of the day the Optioneeterminates employment due to Retirement.The unvested portion of the Option shall be immediately forfeited.     (d) **Termination for Cause****.**In the event the Optionee’s employment isterminated for Cause (as defined in Section 2(i) of the Plan), all unvested Shares under theOption and all unexercised, vested Shares under the Option shall expire immediately, be
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forfeited and considered null and void, and the provisions of Section 9 of this OptionAgreement shall control.     (e) **Termination — General****.**In the event of the Optionee’s termination ofemployment other than as a result of Optionee’s death, Disability (as defined in Section2(q) of the Plan), Involuntary Termination (as defined in Section 2(aa) of the Plan),Resignation for Good Reason (as defined in Section 2(tt) of the Plan), Retirement, or Cause(as defined in Section 2(i) of the Plan), Optionee may, to the extent he or she is otherwisevested in the Option at the Termination Date, exercise such Options and such Options shallremain exercisable until the earlier of:     (i) the Expiration Date; or     (ii) the date which is thirty (30) days after the day the Optionee terminatesemployment for reasons other than as a result of Optionee’s death, Disability (asdefined in Section 2(q) of the Plan), Involuntary Termination (as defined in Section2(aa) of the Plan), Resignation for Good Reason (as defined in Section 2(tt) of thePlan), Retirement, or Cause (as defined in Section 2(i) of the Plan); provided,however, that in the event of a Blackout during any portion of the 30-day exerciseperiod, then the running of such 30-day exercise period shall be suspended until thefirst date on which the Blackout is lifted by the Company as it relates to theOptionee, or in the opinion of the Company’s legal counsel or legal complianceofficer, the Blackout no longer applies, but in no event shall such Option beexercisable after the Expiration Date.The unvested portion of the Option shall be immediately forfeited.     (f) **Change in Control Acceleration****.**In the event of a Change in Control (asdefined in Section 2(j) of the Plan) which closes on a date prior to an Optionee’stermination of employment, any unvested Shares under the Option shall immediately becomefully vested and exercisable and all remaining Shares subject to the Option shall remainexercisable through their Expiration Date, effective as of immediately prior to consummationof the Change in Control. Notwithstanding the foregoing, to the extent that an employment,change in control or other agreement or arrangement with the Company or an Affiliateprovides benefits of greater value upon a Change in Control that those provided in thisparagraph (f), the rights set forth in such other agreement shall supersede the provisionsof this paragraph (f). Comparatively, to the extent that an employment, change in controlor other agreement or arrangement with the Company or an Affiliate provides benefits oflesser value upon a Change in Control that those provided in this paragraph (f), the rightsset forth in this paragraph (f) shall supersede the provisions of such other agreement.     (g) **Other Termination Events****.**Notwithstanding anything to the contrarycontained in this Option Agreement, the Option will terminate and expire immediately uponthe occurrence of the circumstances set forth in Section 11.2 of the Plan, and theprovisions of Section 9 of the Option Agreement shall control.     **6. ****Relation of Other Agreement(s) to Option****.**As an express condition to acceptance ofthis Option, subject to the special exception provided under Section 5(f) of this Option Agreement(which governs a Change in Control situation), you agree that:
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     (a) Except to the extent you are or subsequently become a party to a written service orother agreement with the Company (such agreement(s), which for the avoidance of doubt, donot include any agreements entered into with Affiliates or Subsidiaries of the Company) (the“Other Agreement”), the only vesting and lapse of forfeiture restriction provisions thatgovern the Option under this Option Agreement are set forth in Section 5 of this OptionAgreement;     (b) To the extent that the vesting and lapse of forfeiture restriction provisions ofthis Option Agreement or the Plan’s terms are inconsistent with an Other Agreement, theprovisions of your Other Agreement shall govern and control, subject to the specialexception provided under Section 5(f) of this Option Agreement (which governs a Change inControl situation); and     (c) Except as expressly provided in paragraph (b) above, the terms of any OtherAgreement shall in no way alter or amend, or provide additional rights or benefits, underthe Option governed by this Option Agreement.     **7. ****Non-Transferability of Option****.**This Option may not be transferred in any mannerotherwise than by will or by the laws of descent or distribution and may be exercised during thelifetime of Optionee only by him or her. The terms of this Option shall be binding upon theexecutors, administrators, heirs, successors and assigns of Optionee.     **8. ****Changes in Company’s Capital Structure****.**Subject to any required action by theCompany’s Board and stockholders, as may be determined to be appropriate and equitable by theCommittee, to prevent dilution or enlargement of rights, the Committee shall:     (a) adjust proportionately the number of Shares covered by the Option and the ExercisePrice for any increase or decrease in the number of issued and outstanding shares of commonstock resulting from a subdivision or combination of such shares or the payment of a stockdividend or any other increase or decrease in the number of such outstanding shares ofcommon stock of the Company effected without the receipt of consideration by the Company;and     (b) if the Company is a participating corporation in any merger or consolidation andprovided the Option is not terminated upon consummation of such merger or consolidation,modify such Option to pertain to and apply to the securities or other property to which aholder of the number of shares subject to the unexercised portion of this Option would havebeen entitled upon such consummation.Notwithstanding anything to the contrary, such adjustments by the Committee shall be final, bindingand conclusive.     **9. ****Forfeiture Events****.**Upon the occurrence of any of the events set forth in Section11.2 of the Plan (a “Forfeiture Event”), Optionee, without any further action by the Company orOptionee, shall forfeit, as of the first day of any such Forfeiture Event:     (a) all right, title and interest to this Option;     (b) any Shares issued upon exercise of the Option then owned by theOptionee;
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and          (c) any and all profits realized by the Optionee, on an after-tax basis, pursuant toany sales or transfer of any Shares previously subject to the Option within the six (6)month period prior to the date of such Forfeiture Event.Additionally, the Company shall have the right to issue a stop transfer order and other appropriateinstructions to its transfer agent with respect to this Option and the Shares, and the Companyfurther shall be entitled to reimbursement from the Optionee of any fees and expenses (includingattorneys’ fees) incurred by or on behalf of the Company in enforcing the Company’s rights underthis Section 9. By accepting this Option Grant, the Optionee hereby consents to a deduction fromany amounts the Company owes to Optionee from time to time (including amounts owed to the Optioneeas compensation as well as any other amounts owed to Optionee by the Company), to the extent of anyamounts that the Optionee owes to the Company under this Section 9. Whether or not the Companyelects to make any set-off in whole or in part, if the Company does not recover by means of set-offthe full amount the Optionee owes to the Company, calculated as set forth above, the Optioneeagrees to pay immediately the unpaid balance to the Company.     **10. ****US Tax Consequences****.**Below is a brief summary as of the date of this Option ofcertain United States federal tax consequences of exercise of this nonqualified stock option anddisposition of the Shares under the laws in effect as of the Date of Grant. **THIS SUMMARY ISINCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT A TAXADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.**There may be a regular federal(and state) income tax liability upon your exercise of the Option. You will be treated as havingreceived compensation income (taxable at ordinary income tax rates) equal to the excess, if any, ofthe Fair Market Value of the Shares on the date of exercise over the Exercise Price. If you are anEmployee (as defined in Section 2(s) of the Plan), the Company will be required to withhold fromyour compensation or collect from you and pay to the applicable taxing authorities an amount ofincome and employment taxes equal to a percentage of this compensation income at the time ofexercise. If Shares issued upon exercise of this Option are held for at least one year, any gainrealized on disposition of those Shares will be treated as long-term capital gain for federalincome tax purposes. You are obligated as a condition of exercise of this Option to satisfy anyapplicable withholding tax obligations that apply thereto.     **11. ****Effect of Agreement****.**Optionee acknowledges receipt of a copy of the Plan andrepresents that he or she is familiar with the terms and provisions thereof (and has had anopportunity to consult counsel regarding the Option terms), and hereby accepts this Option andagrees to be bound by its contractual terms as set forth herein and in the Plan. Optionee herebyagrees to accept as binding, conclusive and final all decisions and interpretations of theCommittee (as defined in Section 2(m) of the Plan) regarding any questions relating to the Option.In the event of a conflict between the terms and provisions of the Plan and the terms andprovisions of the Notice and this Option Agreement, the Plan terms and provisions shall prevail.     **12. ****Governing Law****.**The laws of the state of New Jersey, without giving effect toprinciples of conflicts of law, will apply to the Plan, to the Option and the Option Agreement(including the Notice). The Company agrees, and Optionee agrees as a condition to acceptance ofthe Option, to submit to the jurisdiction of the courts located in the jurisdiction in which theOptionee is employed, or was most recently employed, by the Company.
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     **13. ****Data Protection****.**Optionee acknowledges and agrees (by executing this OptionAgreement) to the collection, use, processing and transfer of certain personal data as described inthis Section 13. The Optionee understands that he or she is not obliged to consent to suchcollection, use, processing and transfer of personal data. However, the Optionee understands thathis or her failure to provide such consent may affect his or her ability to participate in thePlan. The Optionee understands that the Company may hold certain personal information about theOptionee, including his or her name, social security number (or other tax identification number),salary, nationality, job title, position evaluation rating along with details of all past awardsand current awards outstanding under the Plan, for the purpose of managing and administering thePlan (the “Data”). The Company, or its Affiliates, will transfer Data amongst themselves asnecessary for the purpose of implementation, administration and management of the Plan. TheCompany and/or any of it Affiliates may further transfer Data to any third parties assisting theCompany in the implementation, administration and management of the Plan. These various recipientsof Data may be located in elsewhere throughout the world. The Optionee authorizes these variousrecipients of Data to receive, possess, use, retain and transfer the Data, in electronic or otherform, for the purposes of implementing, administering and managing the Plan, including any requiredtransfer of such Data as may be required for the subsequent holding of Shares subject to the Optionon the Optionee’s behalf by a broker or other third party with whom the Optionee may elect todeposit any Shares subject to the Option acquired pursuant to the Plan. The Optionee understandsthat he or she may, at any time, review Data with respect to the Optionee and require any necessaryamendments to such Data. The Optionee also understands that he or she may withdraw the consents touse Data herein by notifying the Company in writing; however, the Optionee understands that bywithdrawing his or her consents to use Data, the Optionee may affect his or her ability toparticipate in the Plan.     **14. ****Employment Matters****.**The award of this Option does not form part of yourentitlement to remuneration or benefits in terms of your employment with your employer. Your termsand conditions of employment are not affected or changed in any way by this Option or by the termsof the Plan or this Option Agreement. No provision of this Option Agreement or of the Optiongranted hereunder shall give the Optionee any right to continue in the service or employ of theCompany or any Affiliate, create any inference as to the length of employment or service of theOptionee, affect the right of the Company or any Affiliate to terminate the employment or serviceof the Optionee, with or without Cause (as defined in Section 2(i) of the Plan), or give theOptionee any right to participate in any employee welfare or benefit plan or other program (otherthan the Plan) of the Company or any Affiliate. Optionee acknowledges and agrees (by executingthis Option Agreement) that the granting of Options under this Option Agreement are made on a fullydiscretionary basis by the Company and that this Option Agreement does not lead to a vested rightto further Option awards in the future. Further, the Options set forth in this Option Agreementconstitute a non-recurrent benefit and the terms of this Option Agreement are only applicable tothe Options distributed pursuant to this Option Agreement.     **15. ****Tax Provisions Applicable to Non-US Persons****.**This Section 15 shall apply to youif you are resident in and/or subject to the laws of a country other than the United States at thetime of grant of this Option and during the period in which you hold this Option or the Sharesissued pursuant thereto.          (a) **Applicable if you are not a US person (including as to UK persons)****:**Youhereby agree to indemnify and keep indemnified the Company and any Affiliate from andagainst any liability for, or obligation to pay, income tax and employer’s and/or employee’snational insurance or social security contributions arising on the grant of the Option,vesting
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of the Shares or the exercise of the Option.          (b) **Applicable if you are a UK person****:**Where any obligation to pay income taxor employee’s national insurance contributions or social security contributions (any suchobligation or contribution, a “Tax Liability”) arises, the Company or any Affiliate mayrecover from you an amount of money sufficient to meet the Tax Liability by any of thefollowing arrangements:               (i) deduction from salary or other payments due to you; or               (ii) withholding from the issuance to you of that number of Shares (otherwiseto be acquired by you on exercise of the Option) whose aggregate Fair Market Valueon the date of exercise is, so far as possible, equal to but neither less than normore than the amount of Tax Liability.     **16. ****Severability**. In the event that any provision of this Option Agreement shall beheld illegal or invalid for any reason, the illegality or invalidity shall not affect the remainingparts of this Option Agreement, and this Option Agreement shall be construed and enforced as if theillegal or invalid provision had not been included.     **17. ****Waiver; Cumulative Rights****.**The failure or delay of either party to requireperformance by the other party of any provision hereof shall not affect its right to requireperformance of such provision unless and until such performance has been waived in writing. Eachand every right hereunder is cumulative and may be exercised in part or in whole from time to time.     **18. ****Amendment of Nonqualified Stock Option****.**The Committee may at any time amend,alter, suspend or discontinue the Plan, but no amendment, alteration, suspension or discontinuation(other than as explicitly permitted under the Plan) shall be made that would adversely affect yourrights under this Option Agreement without your consent.     **19. ****Representations****.**As a condition to your receipt of this Option, you represent andwarrant the following:          (a) You are aware of the Company’s business affairs and financial condition and haveacquired sufficient information about the Company to reach an informed and knowledgeabledecision to accept this Option;          (b) You are acquiring the Option and the Shares subject thereto for investment only foryour own account, and not with a view, or for resale in connection with, any “distribution”thereof under Applicable Law (as defined in Section 2(c) of the Plan);          (c) You understand that neither Option nor the Shares have been registered in all Statejurisdictions within the United States, and that the exemption(s) from registration reliedupon may depend upon your investment intent as set forth above;          (d) You further understand that prior to any resale by you of the Shares acquired uponexercise of this Option without registration of such resale in relevant State jurisdictions,the Company may require you to furnish the Company with an opinion of counsel acceptable tothe Company that you may sell or transfer such Shares pursuant to an available exemption
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under Applicable Law;          (e) You understand that the Company is under no obligation to assist you in thisprocess by registering the Shares in any jurisdiction or by ensuring that an exemption fromregistration is available; and          (f) You further agree that as a condition to exercise of this Option, the Company mayrequire you to furnish contemporaneously dated representations similar to those set forth inthis Section 19.
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**EXHIBIT A****FOSTER WHEELER LTD. OMNIBUS INCENTIVE PLAN****Employee’s Notice of Exercise of Nonqualified Stock Option**   **To:** **Foster Wheeler Ltd.****Attn:** **Stock Option Administrator****Subject:** **Notice of Intention to Exercise Stock Option**     This is official notice that the undersigned (“Optionee”) intends to exercise Optionee’soption to purchase                      Common Shares of Foster Wheeler Ltd., under and pursuant to theCompany’s Omnibus Incentive Plan and the Option Agreement dated                    : **Date of Exercise:** **Number of Shares:** **Exercise Price:** **Method of Payment of Exercise Price:** **Social Security Number:** The Shares should be issued as follows: **Name:** **Address:** **Signed:** **Date:**