Prepared and filed by St Ives Burrups





Exhibit
10.22

CHANGE OF CONTROL
EMPLOYMENT AGREEMENT   

AGREEMENT by and between Foster Wheeler
    Inc., (the “Company”)
  and an indirect wholly-owned subsidiary of Foster Wheeler Ltd., a Bermuda company
  (“Parent”), and Steven I. Weinstein (the “Executive”),
  dated as of September 10, 2002.
  WHEREAS the Board of Directors of Parent
          (the “Board”), has determined that it is in the best interests
          of Parent and its shareholders and subsidiaries, including the Company,
          to assure that Parent and the Company will have the continued dedication
          of the Executive, notwithstanding the possibility, threat or occurrence
          of a Change of Control (as defined below). 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) “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.

      (c) “Affiliated Company” means
          any company, directly or indirectly, controlled by, controlling or
          under common control with Parent.









  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 Parent where such acquisition causes
  such Person to own 20% or more of the combined voting power of the then outstanding
  voting securities of Parent entitled to vote generally in the election of directors
  (the “Outstanding Parent 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 Parent or any corporation or other legal entity controlled, directly or
  indirectly, by Parent, (ii) any acquisition by Parent or any corporation or
  other legal entity controlled, directly or indirectly, by Parent, (iii) any
  acquisition by any employee benefit plan (or related trust) sponsored or maintained
  by Parent or any corporation or other legal entity controlled, directly or
  indirectly, by Parent 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 Parent 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 Parent, such
  subsequent acquisition shall be treated as an acquisition that causes such
  Person to own 20% or more of the Outstanding Parent Voting Securities; or 
  (b) Individuals who, as of the date hereof,
          constitute the Board (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 Parent’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
          Parent of a reorganization, merger or consolidation or sale or other
          disposition of all or substantially all of the assets of Parent (“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 Parent 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 Parent or all or substantially all of Parent’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 Parent Voting Securities, (ii)
          no Person (excluding any (x) corporation owned, directly or indirectly,
          by the beneficial owners of the Outstanding Parent Voting Securities
          as described in clause (i) immediately preceding or (y) employee benefit
          plan (or related trust) of Parent or such corporation resulting from
          such Business Combination, or any of their respective subsidiaries)
          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


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  (d) approval by the
      shareholders of Parent of a complete liquidation or dissolution of Parent.



For the
    avoidance of doubt, neither the approval nor the consummation of the merger
    of Foster Wheeler Corporation (“FWC”)
  with and into Foster Wheeler LLC, a Delaware limited liability company and
  an indirect wholly-owned subsidiary of Parent (whereby each outstanding share
  of common stock of FWC (other than those shares held by FWC or any direct or
  indirect wholly-owned subsidiary of FWC) was converted into one common share
  of Parent), or any restructuring transactions contemplated by or related to
  such merger, shall be deemed to constitute or result in, directly or indirectly,
  a Change of Control, for purposes of this Agreement.

  3. Employment Period. The Company
          hereby agrees to continue the Executive in its employ, subject to the
          terms and conditions of this Agreement, for the period commencing on
          the Effective Date and ending on the third anniversary of the Effective
          Date (the “Employment Period”). The Employment Period shall
          terminate upon the Executive’s termination of employment for
          any reason.




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

  (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
          he deemed to interfere with the performance of the Executive’s
          responsibilities to the Company.



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  (b) Compensation.  



(i) Base Salary. During the
    Employment Period, the Executive shall receive an annual base salary (“Annual Base Salary”),
  at an annual 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 the Affiliated Companies in respect
  of the twelve-month period immediately preceding the month in which the Effective
  Date occurs. The Annual Base Salary shall be paid at such intervals as the
  Company pays executive salaries generally. During the Employment Period, the
  Annual Base Salary shall be reviewed at least annually, beginning no more than
  12 months after the last salary increase awarded to the Executive prior to
  the Effective Date. 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” shall refer to Annual Base Salary as so increased. 
  (ii) Bonus. In addition to Annual
          Base Salary, but subject to Section 4(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 Award under the Foster
          Wheeler Annual Incentive Plan for 2002 and Subsequent Years, or any
          comparable bonus under any successor plan, including any bonus or portion
          thereof that has been earned but deferred, for the last three full
          fiscal years prior to the Effective Date (or for such lesser number
          of full fiscal years prior to the Effective Date for which the Executive
          was eligible to earn such a bonus, and 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 cash incentive, equity incentive, savings and
            retirement plans, practices, policies and programs applicable generally
            to other peer executives of the Company and the Affiliated Companies,
            but in no event shall such plans, practices, policies and programs
            (taken together with the bonus payable under Section 4(b)(ii)) 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 the 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 the Affiliated Companies.


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(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 the 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 the 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 the 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 the 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 the Affiliated Companies.

        (vi) Fringe Benefits. During the
            Employment Period, the Executive shall be entitled to perquisites
            and fringe benefits, including, without limitation, tax, financial
            and estate planning services, payment of club dues, use of an automobile
            and payment of related expenses, facsimile machine, annual physical
            exam, and relocation assistance, in accordance with the most favorable
            plans, practices, programs and policies of the Company and the 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 the 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 the 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 the Affiliated
            Companies.


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(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 the 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 the 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 Award under the Foster Wheeler
        Annual Incentive Plan for 2002 and Subsequent Years for the year in which
        the Change of Control takes place equal to the Annual Incentive Award
        the Executive received (if any) for the calendar year immediately preceding
        the year in which the Change of Control took place. If it is determined,
        after the end of such year, that the Annual Incentive Award (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.



5. Termination of
      Employment.


  (a) Death or Disability.
        The Executive’s employment shall terminate automatically if the Executive
        dies during the Employment Period. If the Company determines in good faith
        that the Disability (as defined herein) of the Executive has occurred during
        the Employment Period (pursuant to the definition of “Disability”),
        it may give to the Executive written notice in accordance with Section 12(b)
        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 (as contemplated by Section 4(a)(1)(A)) with the Company or any Affiliated
    Company (other than any such failure resulting from incapacity due to physical
    or mental illness or following the Executive’s delivery of a Notice
    of Termination for Good Reason), 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 of the Company believes that the Executive has
    not substantially performed the Executive’s duties, or

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(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
    of the Company 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 (excluding
    the Executive, if the Executive is a member 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 for the Executive, 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 Section 4(b)(i) or 4(b)(ii), and specifying the particulars
    thereof in detail.

(c) Good Reason.
    The Executive’s employment may be terminated by the Executive for Good
    Reason or by the Executive voluntarily without 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), or any other diminution in such position,
    authority, duties or responsibilities (whether or not occurring solely as a
    result of Parent’s ceasing to be a publicly traded entity), 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), 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 (A) to be based at any office or location other than as provided
          in Section 4(a)(i)(B), (B) to be based at a location other than the
          principal executive offices of the Company if the Executive was employed
          at such location immediately preceding the Effective Date, or (C) 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


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(v) any failure by the
    Company to comply with and satisfy Section 11(c).

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 pursuant to
    a Notice of Termination given 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. The Executive’s
    mental or physical incapacity following the occurrence of an event described
    above in clauses (i) through (v) shall not affect the Executive’s ability
    to terminate employment for Good Reason.

(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). 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 Date of Termination (which Date of Termination
  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
  respective 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 in the Notice of Termination (which date shall not
            be more than thirty days after the giving of such notice), 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 terminates the Executive’s employment other
        than for Cause or Disability or the Executive terminates 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
      or (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 subclauses (1), (2) and (3), (the “Accrued Obligations”);



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(B) the amount equal to the product
      of (1) three and (2) the sum of (x) the Executive’s Annual Base Salary
      and (y) the Highest Annual Bonus;

    (C) an amount equal to the excess of (a)
          the actuarial equivalent of the benefit under the Company’s qualified
          defined benefit retirement plan (the “Retirement Plan”)
          (utilizing actuarial assumptions no less favorable to the Executive
          than those in effect under 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 Sections 4(b)(i) and 4(b)(ii), over (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
          common shares issued under the Company’s, Parent’s or an
          Affiliated 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, Parent or an Affiliated Company, as applicable, 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 common share of Parent at the close of business
          on the date of such tender, (ii) the highest price paid for a common
          share of Parent 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 common share of Parent 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 the 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;



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(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 the 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, the Company shall provide the Executive’s estate or beneficiaries
  with the Accrued Obligations and the timely payment or delivery of the Other
  Benefits, and shall have no other severance obligations under this Agreement.
  The 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 the Affiliated
  Companies to the estates and beneficiaries of peer executives of the Company
  and the 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, it 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 the 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, the Company shall provide the Executive
          with the Accrued Obligations and the timely payment or delivery of
          the Other Benefits, and shall have no other severance obligations under
          this Agreement. The 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 the 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 the Affiliated Companies
          and their families.



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  (d) Cause; Other
        than for Good Reason. If the Executive’s employment is terminated
        for Cause during the Employment Period, the Company shall provide to the
        Executive (x) the Executive’s 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, and shall have no other severance obligations under
        this Agreement.
        If the Executive voluntarily terminates employment during the Employment
        Period, excluding a termination for Good Reason, the Company shall provide
        to the Executive the Accrued Obligations and the timely payment or delivery
        of Other Benefits, and shall have no other severance obligations under
        this Agreement. 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 the 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 other contract or agreement with the Company
  or the 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 the 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. Notwithstanding the foregoing, if
  the Executive receives payments and benefits pursuant to Section 6(a) of this
  Agreement, the Executive shall not be entitled to any severance pay or benefits
  under any severance plan, program or policy of the Company and the Affiliated
  Companies, unless specifically provided therein in a specific reference to
  this Agreement. 
  8. Full Settlement. 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 (within
            ten days following the Company’s receipt of an invoice from
            the Executive), 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”).


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  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 would be subject to 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 (and 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 PricewaterhouseCoopers LLP
          or such other nationally recognized certified public accounting firm
          as may be designated by the Executive (the “Accounting Firm”).
          The Accounting Firm 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 may
          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. The Executive 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 the Executive 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 the Company desires to contest such claim, the Executive shall:



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

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(e) Notwithstanding any other provision of this
  Section 9, the Company may, in its sole discretion, withhold and pay over to
  the Internal Revenue Service or any other applicable taxing authority, for
  the benefit of the Executive, all or any portion of the Gross-Up Payment, and
  the Executive hereby consents to such withholding.
    
  (f) Definitions. The following terms shall
        have the following meanings for purposes of this Section 9.



  (i) “Excise Tax” shall
      mean the excise tax imposed by Section 4999 of the Code, together with
      any interest or penalties
    imposed with respect to such excise tax. 
    (ii) The “Net After-Tax Amount” of
          a Payment shall mean the Value of a Payment net of all taxes imposed
          on the Executive with respect thereto under Sections 1 and 4999 of
          the Code and applicable state and local law, determined by applying
          the highest marginal rates that are expected to apply to the Executive’s
          taxable income for the taxable year in which the Payment is made.

      (iii) “Parachute Value” of a
          Payment shall mean the present value as of the date of the change of
          control for purposes of Section 280G of the Code of the portion of
          such Payment that constitutes a “parachute payment” under
          Section 280G(b)(2), as determined by the Accounting Firm for purposes
          of determining whether and to what extent the Excise Tax will apply
          to such Payment.

      (iv) A “Payment” shall mean
          any payment or distribution in the nature of compensation (within the
          meaning of Section 280G(b)(2) of the Code) to or for the benefit of
          the Executive, whether paid or payable pursuant to this Agreement or
          otherwise.

      (v) The “Safe Harbor Amount” means
          the maximum Parachute Value of all Payments that the Executive can
          receive without any Payments being subject to the Excise Tax.

      (vi) “Value” of a Payment shall
          mean the economic present value of a Payment as of the date of the
          change of control for purposes of Section 280G of the Code, as determined
          by the Accounting Firm using the discount rate required by Section
          280G(d)(4) of the Code.  




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, Parent or the Affiliated Companies, and
      their respective businesses, which information, knowledge or data shall
      have been obtained by the Executive during the Executive’s employment
      by the Company, Parent or the Affiliated Companies and which information,
      knowledge or data 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 persons designated by the Company. 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.

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  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.
          Except as provided in Sections 11(c), and 11(d), without the prior
          written consent of the Executive this Agreement shall not be assignable
          by the Company.

      (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. The parties hereto understand and agree
          that, as of the date hereof, Foster Wheeler LLC and Foster Wheeler
          International Holdings, Inc., indirect wholly-owned subsidiaries of
          Parent, shall have executed an agreement to unconditionally guarantee
          the Company’s performance of its obligations under this Agreement,
          and Parent shall have executed an agreement to (i) perform the obligations
          of Parent under this Agreement and (ii) as of and after the Effective
          Date, unconditionally guarantee the performance of the obligations
          of Foster Wheeler LLC and Foster Wheeler International Holdings, Inc.
          under this Agreement. For purposes of this Agreement, and notwithstanding
          any other provisions of this Agreement to the contrary, the performance
          of the Company’s obligations hereunder by Foster Wheeler LLC,
          Foster Wheeler International Holdings, Inc., Parent or any Affiliated
          Company shall be deemed to be performance by the Company of such obligations.

      (d) Notwithstanding any other provision
          of this Agreement: (i) in the event that the Company ceases to be an
          Affiliated Company at any time before the Effective Date, and immediately
          thereafter the Executive is an employee of Parent or any other entity
          that remains an Affiliated Company (a “Continuing Affiliate”),
          then Parent shall assume this Agreement, or cause it to be assumed
          by a Continuing Affiliate, and from and after such assumption, the
          Company shall have no further obligations hereunder and references
          herein to the “Company” shall be deemed to refer to the
          entity that so assumes this Agreement; and (ii) in the event that the
          Company ceases to be an Affiliated Company at any time before the Effective
          Date, and immediately thereafter the Executive is not an employee of
          Parent or any Continuing Affiliate, then this Agreement shall immediately
          terminate and be of no further force or effect.


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  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:



Steven
    I. Weinstein

  
  10 Spring Lake Drive

  
    Far Hills, NJ 07931

  




  If to the Company:



Foster Wheeler Inc.

  
  Perryville Corporate Park

  Clinton,
      NJ 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 United States 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 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 Sections 5(c)(i)
        through 5(c)(v), shall not be deemed to be a waiver of such provision
        or right or any other provision or right of this Agreement.


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(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, subject to
    Sections 1(a), and 11(d), 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
    except as specifically provided herein, 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 the Board, 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.

        

        




/s/ Steven I. Weinstein

  Steven I. Weinstein

  

  

  FOSTER WHEELER INC.

  

  

  By /s/ Raymond J. Milchovich

      Raymond J. Milchovich

      Chairman, President and

      Chief Executive Officer



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