FOSTER
      WHEELER LTD. OMNIBUS INCENTIVE PLAN

     

    Employees’
      Restricted Stock Award Agreement

     

    


     

    
      	
              Name
                of Participant: 

               

            	
              Raymond
                J. Milchovich

            
	
              Date
                of Grant:

               

            	
              August
                11, 2006

            
	
              Number
                of Shares of common stock, $.01 par value:

               

            	
              124,470 (the
                “Restricted
                Shares”)

            


    

    


    Pursuant
      to the Foster Wheeler Ltd. Omnibus Incentive Plan (the “Plan”), a copy of which
      has been delivered to you, along with a prospectus describing the material
      terms
      of the Plan, and in accordance with the terms and conditions of the Plan and
      your agreement to such additional terms, conditions and restrictions as are
      set
      forth below, you have been granted as of the date set forth above a Restricted
      Stock Award (the “Restricted Stock Award”), meaning the right to receive common
      stock of Foster Wheeler Ltd. (the “Company”), par value of $.01 per share, on
      the terms and conditions set forth herein. Capitalized terms used but not
      defined in this Restricted Stock Award Agreement (the “Agreement”) have the
      meanings ascribed to them in the Plan.

    


    1.  Acceptance
      of Restricted Stock Award.
      Subject
      to the terms and conditions of this Agreement and the Plan (the terms of which
      are incorporated herein by reference) and effective as of the date set forth
      above, the Company hereby grants to you and you hereby accept the grant
      of one hundred twenty-four thousand four hundred seventy (124,470)
      shares of common stock of the Company (the “Restricted Stock”) on the terms and
      conditions outlined herein.

     

    2.  Shares.
      The
      “Shares” refer to the shares of common stock of the Company referenced above
      which are issued and released to you free of the vesting requirements of Section
      3 below, and to all securities received in replacement of such Shares, including
      those received as stock dividends, bonus issues, splits, subdivisions or
      consolidations, all securities received in replacement of such Shares in a
      recapitalization, amalgamation, merger, reorganization, exchange or similar
      transaction, and all new, substituted or additional securities or other property
      to which the Recipient is entitled by reason of his or her ownership of such
      Shares.

     

    3.  Vesting;
      Termination of Restricted Stock Award.

     

    (a)  General
      Vesting Rule.
      Your
      Restricted Stock will be converted to full ownership Shares only as you vest
      in
      the Restricted Stock, meaning that full ownership Shares will be recorded in
      your name on the day on which you vest in any portion of the Restricted Stock
      (hereinafter referred to as a “Vesting Date”). So long as you remain
      continuously employed by the Company or any Affiliate through such Vesting
      Date(s), and subject to the other provisions of this Section 3, the Restricted
      Stock will vest and your right to receive and retain the full ownership Shares
      will become nonforfeitable in accordance with the following
      schedule:

     

    (i)  One-third
      of the Restricted Stock shall vest on August 11, 2007; 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (ii)  Another
      one-third of the Restricted Stock shall vest on August 11, 2008;
      and

     

    (iii)  The
      remaining one-third of the Restricted Stock shall vest on August 11,
      2009.

     

    (b)  Termination
      as a Result of Death or Disability.
      In
      the
      event of your termination of employment as a result of your death or Disability
      (as defined in Section 4.2 and Section 4.3 of your Employment Agreement with
      the
      Company, dated August 11, 2006), your unvested Restricted Stock shall
      immediately become fully vested (and any restriction will lapse in full) as
      of
      the date of such termination of employment for death or Disability.


    


    (c)  Termination
      as a Result of Involuntary Termination or Voluntary Termination for Good
      Reason.
      In
      the
      event of the your termination of employment as a result of your Involuntary
      Termination (as defined in Section 2(aa) of the Plan) or your voluntary
      termination for Good Reason (as defined in Section 4.5 of your Employment
      Agreement with the Company, dated August 11, 2006), your unvested Restricted
      Stock shall immediately become fully vested (and any restriction will lapse
      in
      full) as of the date of such Involuntary Termination or voluntary termination
      for Good Reason. 

    


    (d)  Termination
      as a Result of Retirement.
      In
      the
      event of your termination of employment as a result of your Retirement (as
      defined in Section 2(vv) of the Plan), the vesting of your Restricted Stock
      shall accelerate (and any restriction will lapse in full) such that you shall
      be
      vested in your Restricted Stock as of the date of your termination of employment
      due to Retirement as to that number of Shares that equals the product
      of:

    


    (i)  the
      total
      number of shares of Restricted Stock, times
      

     

    (ii)  a
      ratio,
      the numerator of which is the total number of months of employment from the
      date
      your Restricted Stock was granted to the end of the month in which the date
      or
      termination due to Retirement occurs, and the denominator of which is the total
      number of months in the vesting schedule as set forth in paragraph (a)
      immediately above. 

     

    The
      unvested portion of your Restricted Stock shall be immediately forfeited.


     

    (e)  Termination
      for Cause.
      In
      the
      event your employment is terminated for Cause (as defined in Section 4.4 of
      your
      Employment Agreement with the Company, dated August 11, 2006), your unvested
      Restricted Stock shall expire immediately, be forfeited and considered null
      and
      void.

     

    (f)  Termination
      -- General.
      In
      the
      event of your termination of employment other than as a result of your death,
      Disability (as defined in Section 4.2 and Section 4.3 of your Employment
      Agreement with the Company, dated August 11, 2006), Involuntary Termination
      (as
      defined in Section 2(aa) of the Plan), voluntary termination for Good Reason
      (as
      defined in Section 4.5 of your Employment Agreement with the Company, dated
      August 11, 2006), Retirement (as defined in Section 2(vv) of the Plan) or
      Cause (as defined in Section 4.4 of your Employment Agreement with the Company,
      dated August 11, 2006), your unvested Restricted Stock shall expire immediately,
      be forfeited and considered null and void.

     

    
      
        
        

      

      
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    (g)  Change
      in Control Acceleration.
      In
      the
      event of a Change in Control (as defined in Section 4.6.2 of your Employment
      Agreement with the Company, dated August 11, 2006) which closes on a date
      prior to your termination of employment, your unvested Restricted Stock shall
      immediately become fully vested (and any restriction will lapse in full),
      effective as of immediately prior to consummation of the Change in Control.
      

     

    4.  Share
      Certificates.
      Share
      certificates (the “Certificate”) evidencing the conversion of Restricted Stock
      into Shares will be issued only at your request and the Shares will be issued
      and registered in your name as of the Vesting Date (such date being the end
      of
      the “Restricted Period”) on the register of shareholders of the Company (through
      its transfer agent). If the Shares are to be issued in certificated form, then
      subject to Section 7 of this Agreement, Certificates representing the Shares
      will be delivered to you as soon as practicable after the end of the applicable
      Restricted Period.

     

    5.  Changes
      in Company’s Capital Structure.
      Subject
      to any required action by the Company’s Board and stockholders, as may be
      determined to be appropriate and equitable by the Committee, to prevent dilution
      or enlargement of rights, the Committee may:

     

    (a)  adjust
      proportionately the number of shares of Restricted Stock for any increase or
      decrease in the number of issued and outstanding shares of common stock
      resulting from a subdivision or combination of such shares or the payment of
      a
      stock dividend or any other increase or decrease in the number of such
      outstanding shares of common 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 and
      provided the Restricted Stock is not terminated upon consummation of such merger
      or consolidation, modify such Restricted Stock to pertain to and apply to the
      securities or other property to which a holder of the number of shares of
      Restricted Stock would have been entitled upon such consummation. 

     

    Notwithstanding
      anything to the contrary, such adjustments by the Committee shall be final,
      binding and conclusive. 

     

    6.  Dividends.
      While
      you
      hold Restricted Stock, you will be entitled to receive cash payments equal
      to
      any cash dividends and other distributions paid with respect to a corresponding
      number of Shares.

     

    7.  Tax
      Withholding Obligations.
      As
      a
      condition to receipt of the Restricted Stock and the Shares, you acknowledge
      your obligation with respect to any tax or similar withholding obligations
      that
      may arise in connection with receipt or vesting of the Restricted Stock and/or
      receipt of the full ownership Shares. The Company or its representative will
      have the right to take such action as may be necessary, in the Committee’s
      discretion, to satisfy the obligations outlined in this Section 7. You further
      agree that the Company will have the right to deduct or cause to be deducted
      from your current remuneration any federal, state, local, foreign or other
      taxes, if any, required by law to be withheld or paid with respect to such
      event. If you fail to satisfy such obligations in this regard, the Company
      may
      require that the Shares otherwise scheduled to become vested on any given date
      be forfeited. In addition, you agree that the Company will have the right (but
      not the obligation) to require you to tender for cancellation that number of
      Shares, pursuant to which the Restricted Stock vested, having a Fair Market
      Value (as defined in Section 2(u) of the Plan) equal to the aggregate amount
      of
      the withholding obligation and that such tendering for cancellation shall be
      effected by the Company’s repurchasing from you that number of Shares having
      such aggregate value, which amount will be applied against the withholding
      obligations. You understand that the Company’s rights to ensure satisfaction of
      applicable withholding obligations with respect to the Restricted Stock and
      the
      Shares, either through your tendering for cancellation or sale of the Shares
      themselves, or through other sources of funds that may be available to you,
      may
      require planning on your part, in advance of the expected Vesting Date(s)
      specified in Section 3 above. The Company may also, in lieu of or in addition
      to
      the foregoing, at its sole discretion, require you to deposit with the Company
      an amount of cash sufficient to meet the withholding requirements. The Company
      will not deliver any of the full ownership Shares until and unless you have
      made
      the deposit required herein or otherwise made proper provision for all
      applicable tax and similar withholding obligations.

     

    
      
        
        

      

      
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    8.  Tax
      Consequences.
      Below
      is
      a brief summary as of the date of this Restricted Stock Award of certain United
      States federal tax consequences of the award of the Restricted Stock Award
      and
      disposition of the Shares under the laws in effect as of the date of grant.
      THIS
      SUMMARY IS INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.
      PARTICIPANT SHOULD CONSULT A TAX ADVISER BEFORE VESTING IN THIS RESTRICTED
      STOCK
      AWARD OR DISPOSING OF THE SHARES. There
      may
      be a regular federal (and state) income tax liability when the Restricted Stock
      vests on the Vesting Date(s). You will be treated as having received
      compensation income (taxable at ordinary income tax rates) equal to the current
      Fair Market Value of the Shares on the date of vesting (i.e.,
      when
      the forfeiture provisions lapse). If Shares issued upon vesting of this
      Restricted Stock Award are held for at least one year, any gain realized on
      disposition of those Shares will be treated as long-term capital gain for
      federal income tax purposes. You are obligated as a condition of receiving
      this
      Restricted Stock Award to satisfy any applicable withholding obligations that
      apply thereto.

     

    9.  Effect
      of Agreement.
      You
      acknowledge receipt of a copy of the Plan and represent that you are familiar
      with the terms and provisions thereof (and have had an opportunity to consult
      counsel regarding the Restricted Stock terms), and hereby accept this Restricted
      Stock Award and agree to be bound by its contractual terms as set forth herein
      and in the Plan. You hereby agree to accept as binding, conclusive and final
      all
      decisions and interpretations of the Committee regarding any questions relating
      to the Restricted Stock. In the event of a conflict between the terms and
      provisions of the Plan and the terms and provisions of this Agreement, the
      Plan
      terms and provisions shall prevail; provided, however, in accordance with
      Section 3.3.2 of your Employment Agreement with the Company, dated August 11,
      2006, in the event of any inconsistency between this Agreement, the Plan and
      the
      terms of your Employment Agreement with the Company, dated August 11, 2006,
      your
      Employment Agreement with the Company, dated August 11, 2006, shall govern
      and
      control. 

     

    10.  Restriction
      on Transferability.
      Until
      vesting of the Restricted Stock and issuance to you of the full ownership
      Shares, the Restricted Stock may not be sold, transferred, pledged, assigned
      or
      otherwise alienated at any time. Any attempt to do so contrary to the provisions
      hereof shall be null and void. Notwithstanding the above and subject to Section
      12 below, distribution can be made pursuant to will, the laws of descent and
      distribution, intra-family transfer instruments or to an inter vivos
      trust.

     

    
      
        
        

      

      
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    11.  Rights
      as Shareholder.
      You
      will
      have voting rights as a shareholder of the Company with respect to the
      Restricted Stock prior to the date on which you are issued the full ownership
      Shares following vesting thereof. Upon issuance of the full ownership Shares,
      you will obtain all other rights as a shareholder of the Company.

     

    12.  Designation
      of Beneficiaries.
      You
      may,
      in accordance with procedures established by the Committee, designate one or
      more beneficiaries to receive all or part of any Shares to be distributed to
      you
      hereunder on vesting of the Restricted Stock in the case of your death, and
      you
      may change or revoke such designation at any time. In the event of your death,
      any Shares distributable hereunder that are subject to such a designation (to
      the extent such a designation is enforceable under the Applicable Laws (as
      defined in Section 2(c) of the Plan)) will be distributed to such beneficiary
      or
      beneficiaries in accordance with this Agreement. Any other Shares distributable
      will be distributed to your estate. If there is any question as to the legal
      right of any beneficiary to receive a distribution hereunder, the amount in
      question will be paid over to your estate, in which event neither the Company
      nor any affiliate of the Company will have any further liability to anyone
      with
      respect to such amount.

     

    13.  Amendment
      of Restricted Stock Award.
      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 your rights
      under this Agreement without your consent.

     

    14.  Governing
      Law.
      The
      laws
      of the state of New Jersey, without giving effect to principles of conflicts
      of
      law, will apply to the Plan, this Restricted Stock Award and this Agreement.
      The
      Company agrees, and you agree as a condition to acceptance of the Restricted
      Stock Award, to submit to the jurisdiction of the courts located in the
      jurisdiction in which you are employed, or were most recently employed, by
      the
      Company.

     

    15.  Severability.
      In the
      event that any provision of this Agreement shall be held illegal or invalid
      for
      any reason, the illegality or invalidity shall not affect the remaining parts
      of
      this Agreement, and this Agreement shall be construed and enforced as if the
      illegal or invalid provision had not been included.

     

    16.  Waiver;
      Cumulative Rights.
      The
      failure or delay of either party to require performance by the other party
      of
      any provision hereof shall not affect its right to require performance of such
      provision unless and until such performance has been waived in writing. Each
      and
      every right hereunder is cumulative and may be exercised in part or in whole
      from time to time.

     

    17.  Representations.
      As
      a
      condition to your receipt of this Restricted Stock Award and the full ownership
      Shares to be issued upon vesting thereof, you represent and warrant the
      following: 

     

    (a)  You
      are
      aware of the Company’s business affairs and financial condition and have
      acquired sufficient information about the Company to reach an informed and
      knowledgeable decision to accept this Restricted Stock Award; 

     

    (b)  You
      are
      accepting the Restricted Stock Award and the full ownership Shares upon vesting
      thereof for investment only for your 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); 

     

    
      
        
        

      

      
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    (c)  You
      understand that neither Restricted Stock Awards nor the full ownership Shares
      have been registered in all State jurisdictions within the United States, and
      that the exemption(s) from registration relied upon 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 upon
      vesting of this Restricted Stock Award without registration of such resale
      in
      relevant State jurisdictions, the Company may require you to furnish the Company
      with an opinion of counsel acceptable to the Company that you may sell or
      transfer such Shares pursuant to an available exemption under Applicable Law;
      

     

    (e)  You
      understand that the Company is under no obligation to assist you in this process
      by registering the Shares in any jurisdiction or by ensuring that an exemption
      from registration is available; and 

     

    (f)  You
      further agree that as a condition to vesting of the Restricted Stock, the
      Company may require you to furnish contemporaneously dated representations
      similar to those set forth in this Section 17.

     

    By
      your
      signature below, you indicate your acceptance of the terms of this Restricted
      Stock Award, and acknowledge that you have received copies of the Plan and
      the
      Prospectus, in each case as currently in effect. By signing this Agreement,
      you
      acknowledge that your personal information regarding participation in the Plan
      and information necessary to determine and pay, if applicable, benefits under
      the Plan must be shared with other entities, including companies related to
      the
      Company and persons responsible for certain acts in the administration of the
      Plan. By signing this Agreement, you consent to such transmission of personal
      data as the Company believes is appropriate to administer the Plan.

     

    Accepted
      and Agreed to by Participant:
      ______________________________________________________

    Raymond
      J. Milchovich

     

    Acknowledged
      and Agreed to by Company:   
      __________________________________________________

     

    By:
      Joseph J. Melone

    Its:
      Deputy Chairman

     

    
      
        
        

      

      
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