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 service 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****Director 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 Director 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 Director 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) or other termination of service, the exercisability of the Option isgoverned by Section 5 below, subject to the limitations 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. The written notice shall be accompanied by payment ofthe Exercise Price. This
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Option shall be deemed to be exercised upon receipt by the Company of suchwritten notice accompanied by payment of the Exercise Price.     (ii) 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; and     (D) 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.     **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 service for any reason (the “Termination Date”),Optionee may exercise the Option only as set forth in the Notice and this Section 5. To the extentthat Optionee is not vested in the Shares as of his or her Termination Date, the Option shallterminate as to unvested Shares as of the Termination Date. If Optionee does not exercise thisOption as to vested
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Shares prior to the earlier of the Expiration Date of the Option as set forth in the Notice orthe relevant dates specified below in this Section 5, the Option shall terminate in its entirety.In no event, may the Option be exercised as to any Shares after the Expiration Date of the Optionas set forth in the Notice.     (a) **Termination as a Result of Death or Disability****.**In the event of theOptionee’s termination of service as a result of his or her death or Disability (as definedin Section 2(q) of the Plan) on or after January 31, 2008, any unvested Shares under theOption shall immediately become fully vested and exercisable and all remaining Sharessubject to the Option shall remain exercisable until the earlier of:     (i) the Expiration Date; or     (ii) the one (1) year anniversary of the day the Optionee terminates servicedue 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 for Cause****.**In the event the Optionee’s service is terminatedfor Cause (as defined in Section 2(i) of the Plan), all unvested Shares under the Option andall unexercised, vested Shares under the Option shall expire immediately, be forfeited andconsidered null and void, and the provisions of Section 9 of this Agreement shall control.     (c) **Termination — General****.**In the event of the Optionee’s termination ofservice other than as a result of Optionee’s death, Disability (as defined in Section 2(q)of the Plan) or Cause (as defined in Section 2(i) of the Plan) on or after January 31, 2008,the vesting of the Option shall accelerate such that Optionee shall be vested in and able toexercise the Option as of the Termination Date as to that number of Shares subject to theOption that equals the product 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 of servicefrom May 6, 2008 to the end of the month in which the date of termination of serviceoccurs, and the denominator of which is eight (8), rounded to the nearest wholenumber.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, a director, is granted 1,000 Options on May 15, 2008. She will vest 100% inher Options on December 31, 2008. Ann subsequently announces her termination ofservice effective July 1, 2008.
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As of July 1, 2008, Ann will immediately vest in Shares underlying the unvestedOptions equal to the amount of 375 (equal to 1,000 Options ***multiplied by***3 (*i.e.*, 3months of service from May 6, 2008) ***divided by***8.All Shares under the Option which become immediately vested and exercisable pursuant to thisparagraph (c) shall remain exercisable until the earlier of:     (A) the Expiration Date; or     (B) the date which is thirty (30) days after the day the Optioneeterminates service for reasons other than as a result of Optionee’s death,Disability (as defined in Section 2(q) of the Plan) or Cause (as defined inSection 2(i) of the Plan); provided, however, that in the event thatapplicable securities law (including Section 306 of the Sarbanes-Oxley Act),a rule or listing requirement of the principal stock exchange on which theCompany’s Shares are listed, or the Company’s blackout or stock tradingpolicy prohibits the Optionee from trading in Shares (collectively, a“Blackout”) during any portion of the 30-day exercise period, then therunning of such 30-day exercise period shall be suspended until the firstdate 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 legalcompliance officer, the Blackout no longer applies, but in no event shallsuch Option be exercisable after the Expiration Date.     (d) **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 service but on or after January 31, 2008, any unvested Shares under theOption shall immediately become fully vested and exercisable and all remaining Sharessubject to the Option shall remain exercisable through their Expiration Date, effective asof immediately prior to consummation of the Change in Control. Notwithstanding theforegoing, to the extent that a service, change in control or other agreement or arrangementwith the Company or an Affiliate provides benefits of greater value upon a Change in Controlthat those provided in this paragraph (d), the rights set forth in such other agreementshall supersede the provisions of this paragraph (d). Comparatively, to the extent that aservice, change in control or other agreement or arrangement with the Company or anAffiliate provides benefits of lesser value upon a Change in Control that those provided inthis paragraph (d), the rights set forth in this paragraph (d) shall supersede theprovisions of such other agreement.     (e) **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 this 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(d) 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 Agreement or the Plan’s terms are inconsistent with an Other Agreement, the provisionsof your Other Agreement shall govern and control, subject to the special exception providedunder Section 5(d) of this Option Agreement (which governs a Change in Control 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;
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     (b) any Shares issued upon exercise of the Option then owned by the Optionee; 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 Sharesissued upon exercise of this Option are held for at least one year, any gain realized ondisposition of those Shares will be treated as long-term capital gain for federal income taxpurposes.     **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 provides, or most recently provided, his or her primary services to the Company.     **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,
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processing and transfer of personal data. However, the Optionee understands that his or herfailure to provide such consent may affect his or her ability to participate in the Plan. TheOptionee understands that the Company may hold certain personal information about the Optionee,including his or her name, social security number (or other tax identification number), salary,nationality, position title, position evaluation rating along with details of all past awards andcurrent awards outstanding under the Plan, for the purpose of managing and administering the Plan(the “Data”). The Company, or its Affiliates, will transfer Data amongst themselves as necessaryfor the purpose of implementation, administration and management of the Plan. The Company and/orany of it Affiliates may further transfer Data to any third parties assisting the Company in theimplementation, administration and management of the Plan. These various recipients of Data may belocated elsewhere throughout the world. The Optionee authorizes these various recipients of Datato receive, possess, use, retain and transfer the Data, in electronic or other form, for thepurposes of implementing, administering and managing the Plan, including any required transfer ofsuch Data as may be required for the subsequent holding of Shares subject to the Option on theOptionee’s behalf by a broker or other third party with whom the Optionee may elect to deposit anyShares subject to the Option acquired pursuant to the Plan. The Optionee understands that he orshe may, at any time, review Data with respect to the Optionee and require any necessary amendmentsto such Data. The Optionee also understands that he or she may withdraw the consents to use Dataherein by notifying the Company in writing; however, the Optionee understands that by withdrawinghis or her consents to use Data, the Optionee may affect his or her ability to participate in thePlan.     **14. ****Service Matters****.**The award of this Option does not form part of your entitlementto remuneration or benefits in terms of your services to the Company. Your terms and conditions ofservice are not affected or changed in any way by this Option or by the terms of the Plan or thisOption Agreement. No provision of this Agreement or of the Option granted hereunder shall give theOptionee any right to continue in the service of the Company or any Affiliate, create any inferenceas to the length of service of the Optionee, affect the right of the Company or any Affiliate toterminate the service of the Optionee, with or without Cause (as defined in Section 2(i) of thePlan), or give the Optionee any right to participate in any employee welfare or benefit plan orother program (other than the Plan) of the Company or any Affiliate. Optionee acknowledges andagrees (by executing this Agreement) that the granting of Options under this Agreement are made ona fully discretionary basis by the Company and that this Agreement does not lead to a vested rightto further Option awards in the future. Further, the Options set forth in this Agreementconstitute a non-recurrent benefit and the terms of this Agreement are only applicable to theOptions distributed pursuant to this 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 national insurance orsocial security contributions arising on the grant of the Option, vesting of the Shares orthe exercise of the Option.     (b) **Applicable if you are a UK person****:**Where any obligation to pay income taxor national insurance contributions or social security contributions (any such obligation or
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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 exemptionunder Applicable Law;
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     (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**