FIRST SUPPLEMENTAL INDENTURE

         FIRST  SUPPLEMENTAL  INDENTURE,  dated as of  February  20,  2002 (this
"Supplemental Indenture"), between Foster Wheeler Ltd., a company duly organized
and existing  under the laws of Bermuda (the  "Company")  and BNY Midwest  Trust
Company,  an Illinois banking  corporation,  not in its individual  capacity but
solely as Trustee (the  "Trustee").  All  capitalized  terms used herein and not
otherwise  defined shall have the meaning provided in the Indenture  referred to
below.

                                    RECITALS:

         WHEREAS, the Company,  Foster Wheeler LLC, a Delaware limited liability
company, as the guarantor, and the Trustee are parties to an Indenture, dated as
May 31, 2001 (the "Indenture");

         WHEREAS,  Section  7.1(h) of the  Indenture  provides that the Company,
when  authorized  by a Board  Resolution,  and the Trustee may jointly amend the
Indenture and the Securities  without the consent of any Holder of Securities to
cure any ambiguity,  to correct or supplement any provision therein which may be
inconsistent with any other provision  therein or which is otherwise  defective,
or to make any other  provisions  with respect to matters or  questions  arising
under the  Indenture  which the Company and the  Trustee may deem  necessary  or
desirable  and  which  shall  not be  inconsistent  with the  provisions  of the
Indenture,  so long as such action  does not,  in the good faith  opinion of the
Board of Directors of the Company (as evidenced by a Board  Resolution)  and the
Trustee,  adversely  affect the  interests of the Holders of  Securities  in any
material respect;


<PAGE>

         WHEREAS,  the Company proposes to correct a defect in Section 4.1(d) of
the Indenture; and

         WHEREAS, all actions by the Company necessary to make this Supplemental
Indenture a valid agreement of the Company,  in accordance with its terms, and a
valid amendment of, and supplement to, the Indenture have been done.

         NOW THEREFORE, it is agreed as follows:

                                    ARTICLE I
                                    ---------

                                    AMENDMENT
                                    ---------

         Section  1.01.  Section  4.1(d) of the  Indenture is hereby  amended by
deleting it in its entirety, and replacing it with the following Section 4.1(d):

                           "(d) the Company or the Guarantor fails to make any
                  payment (of principal or interest (regardless of amount) in
                  respect of any Indebtedness aggregating $15,000,000 or more,
                  when and as the same shall become due and payable (beyond any
                  applicable grace period expressly set forth in the governing
                  documents), unless such Indebtedness is discharged; or any
                  event or condition occurs that results in any such
                  Indebtedness becoming due prior to its scheduled maturity,
                  unless such acceleration is waived, cured, rescinded or
                  annulled, and such failure or such event or condition shall
                  continue for a period of 30 days after written notice of such
                  failure shall have been given to the Company by the Trustee or
                  to the Company and the Trustee by the Holders of at least 25%
                  in aggregate principal amount of the Outstanding Securities;
                  or"




                                   ARTICLE II
                                   ----------

                                  MISCELLANEOUS
                                  -------------

         Section 2.01. This  Supplemental  Indenture is limited as specified and
shall not constitute a modification, acceptance or waiver of any other provision
of the Indenture.



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<PAGE>

         Section 2.02. This Supplemental Indenture may be executed in any number
of  counterparts,  each of which  shall be an  original,  but all of which shall
together constitute one and the same instrument.

         Section  2.03.  This  Supplemental  Indenture  shall be governed by and
construed in accordance with the laws of the State of New York.

         Section  2.04.  The  recitals  contained  herein  shall be taken as the
statements  of the Company  and not of the  Trustee  and the Trustee  assumes no
responsibility  for the correctness  thereof and makes no  representations as to
the validity or sufficiency of this Supplemental Indenture.

         Section 2.05. Upon the execution of this  Supplemental  Indenture,  the
Indenture and the Securities  theretofore  issued shall be deemed to be modified
and amended in accordance  with this  Supplemental  Indenture and the respective
rights,  limitation  of rights,  obligations,  duties and  immunities  under the
Indenture of the Company and the Trustee and the Holders of the Securities shall
thereafter  be  determined,  exercised  and enforced  thereunder  subject in all
respects to such modifications and amendments,  and all the terms and conditions
of this  Supplemental  Indenture  shall be and be deemed to be part of the terms
and  conditions of the Indenture and the Securities  theretofore  issued for any
and all purposes.

         Section 2.06. This Supplemental Indenture shall become effective on the
date first above  written upon receipt of the  executed  counterparts  from each
party to this Supplemental Indenture.

         Section  2.07.  INDEMNITY.  The  Company  shall  indemnify  the Trustee
against any and all claims by the Holders  arising out of or in connection  with
its execution and delivery of this


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<PAGE>

Supplemental  Indenture,  except  any such  loss,  liability,  claim,  damage or
expense as determined by a court of competent  jurisdiction  to have been caused
by the  negligence  or bad faith of the  Trustee.  The Trustee  shall notify the
Company  promptly of any claim for which it may seek  indemnity.  Failure by the
Trustee  to so  notify  the  Company  shall  not  relieve  the  Company  of  its
obligations hereunder.  The Company shall defend the claim and the Trustee shall
cooperate in the defense.  The Trustee may have separate counsel and the Company
shall pay the reasonable fees and expenses of such counsel. The Company need not
pay for any  settlement  made without its consent,  which  consent  shall not be
unreasonably withheld or delayed.

         Section  2.08.  SUCCESSORS.  All  agreements  of the  Company  in  this
Supplemental Indenture shall bind its successors.  All agreements of the Trustee
in this Supplemental Indenture shall bind its successors.

         Section 2.09. SEVERABILITY.  In case any provision in this Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality and
enforceability  of the remaining  provisions shall not in any way be affected or
impaired thereby.

         Section  2.10.  HEADINGS.  The headings of the Articles and Sections of
this Supplemental Indenture have been inserted for convenience of reference only
and are not to be considered part of this Supplemental Indenture and shall in no
way modify or restrict any of the terms or provisions hereof.




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<PAGE>


         IN WITNESS  WHEREOF,  the parties hereto have caused this  Supplemental
Indenture to be duly executed as of the date first above written.



                                        FOSTER WHEELER LTD.



                                        By: /s/ Gilles A. Renaud
                                            ------------------------------------
                                            Name:   Gilles A. Renaud
                                            Title:  Senior Vice President and
                                            Chief Financial Officer


                                        BNY MIDWEST TRUST COMPANY, as Trustee



                                        By: /s/ C. Potter
                                            ------------------------------------
                                            Name:   C. Potter
                                            Title:  Assistant Vice President




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