EX-10.26





Exhibit 10.26


First Amendment to the

FOSTER WHEELER INC.

1995 Stock Option Plan

(As Amended and Restated as of September 24, 2002)




     WHEREAS, Foster Wheeler Inc. (the “Company”) sponsors and maintains the 1995 Stock Option Plan
of Foster Wheeler Inc. (as amended and restated as of September 24, 2002) (the “Plan”); and



     WHEREAS, the final regulations issued under Internal Revenue Code Section 409A are effective
as of January 1, 2008 and require written compliance by January 1, 2009; and



     WHEREAS, the Company has reserved the right, in its sole discretion but subject to the
approval of the Board of Directors of Foster Wheeler Ltd. (the “Parent Board”), to amend the Plan
at any time.



     NOW, THEREFORE, by virtue and in exercise of the power reserved to the Company under the Plan
and subject to the approval of the Parent Board, the Plan is hereby amended as follows:




	 	1.	 	By revising the last paragraph of Section 5(h) of the Plan in its entirety to
read as follows:
	 
	 	 	 	For purposes of the Plan, “Change in Control Price” means the higher of (i)
the highest reported sales price, regular way, of a Common Share in any
transaction reported on the New York Stock Exchange Composite Tape or other
national exchange on which such shares are listed during the 60-day period
prior to and including the date of a Change of Control, or (ii) if the
Change of Control is the result of a tender or exchange offer or a Business
Combination, the highest price per Common Share paid in such tender or
exchange offer or Business Combination; provided, however, that (x) in the
case of an option which (A) is held by an optionee who is an officer or
director of the Company or Parent and is subject to Section 16(b) of the
Exchange Act and (B) was granted within 240 days of the Change of Control,
the Change of Control Price for such option shall be the fair market value
of the Common Shares on the date such option is exercised or deemed
exercised; (y) in the case of an ISO option, the Change of Control Price
shall be in all cases the fair market value of the Common Shares on the date
such option is exercised; and (z) with the consent of the optionee, in the
case of an option granted to a U.S. taxpayer which vests after December 31,
2004, the fair market value of the Common Shares on the date the option is
exercised or deemed exercised. To the extent that the consideration paid in
any such transaction described above consists in whole or in part of
securities or other non-cash





 








 





	 	 	 	consideration, the value of such securities or other non-cash consideration
shall be determined in the sole discretion of the Company Board.
	 
	 	2.	 	Except as provided above, the Plan shall remain in full force and effect.





     IN WITNESS WHEREOF, the Company has caused this First Amendment to the Plan to be executed on
the date this First Amendment was approved by the Parent Board, i.e., May 6, 2008.



	 	 	 	 	 	 	 
	 	 	FOSTER WHEELER INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Raymond J. Milchovich	 	 
	 

	 	Name:
	 	 

Raymond J. Milchovich
	 	 
	 

	 	Title:
	 	Chairman and Chief Executive Officer	 	 







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