FOSTER WHEELER LTD 10-K (Annual Reports) 2009-02-24

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
˛ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 26, 2008
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ............ to .............
Commission file number 001-31305
FOSTER WHEELER AG
(Exact name of registrant as specified in its charter)
S witzerland 98-0607469
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No).
Perryville Corporate Park, Clinton, New Jersey 08809-4000

(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code:

(908) 730-4000
Securities registered pursuant to Section 12(b) of the Act:
(Title of Each Class) (Name of each exchange on which registered)

Foster Wheeler AG, The NAS DAQ S tock Market LLC
Registered S hares, CHF 3.00 par value
Foster Wheeler AG, The NAS DAQ S tock Market LLC

Class A Registered S hare Purchase Warrants
Securities registered pursuant to Section 12(g) of the Act:
(Title of Each Class) (Name of each exchange on which registered)
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ˛ Yes o No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes ˛ No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. ˛ Yes o No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-
K or any amendment to this Form 10-K. ˛
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
(Check one):
Large accelerated filer ˛ Accelerated filer o Non-accelerated filer o Smaller reporting

(Do not check if a smaller reporting Company o
company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o Yes ˛ No
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately
$9,450,000,000 as of the last business day of the registrant’s most recently completed second fiscal quarter, based upon the closing sale price on the
NASDAQ Global Select M arket reported for such date. Common shares held as of such date by each officer and director and by each person who
owns 5% or more of the outstanding common shares have been excluded in that such persons may be deemed to be affiliates. This determination of
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affiliate status is not necessarily a conclusive determination for other purposes.
There were 126,416,237 of the registrant’s registered shares issued and outstanding as of February 13, 2009.
DOCUMENTS INCORPORATED BY REFERENCE:
Part III incorporates information by reference from the definitive proxy statement for the Annual General M eeting of Shareholders, which is
expected to be filed with the Securities and Exchange Commission within 120 days of the close of the registrant’s fiscal year ended December 26,
2008.
FOSTER WHEELER AG
EXPLANATORY NOTE
This Annual Report on Form 10-K is being filed pursuant to the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), by Foster Wheeler AG, a Swiss corporation, as successor to Foster Wheeler Ltd., a company
incorporated under the laws of Bermuda. Pursuant to a scheme of arrangement under Bermuda law (the “Scheme of
Arrangement”) described in Part I, Item 1, “Business — The Redomestication,” on February 9, 2009 all of the previously
outstanding common shares of Foster Wheeler Ltd. were cancelled and each holder of cancelled Foster Wheeler Ltd.
common shares received registered shares of Foster Wheeler AG (or cash in lieu of any fractional common shares). As a
result of the Scheme of Arrangement, Foster Wheeler Ltd. became a wholly-owned subsidiary of Foster Wheeler AG.
Pursuant to Rule 12g-3 under the Exchange Act, Foster Wheeler AG is filing this Annual Report on Form 10-K, which
covers the last full fiscal year of Foster Wheeler Ltd. before the succession, as the successor issuer for reporting purposes
under the Exchange Act. Certain disclosures relating specifically to Foster Wheeler AG are noted throughout this Annual
Report on Form 10-K.
INDEX
ITEM Page
PART I
1. Business 2
1A. Risk Factors 10
1B. Unresolved Staff Comments 21
2. Properties 22
3. Legal Proceedings 24
4. Submission of Matters to a Vote of Security Holders 24
PART II
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities 25
6. Selected Financial Data 28
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 30
7A. Quantitative and Qualitative Disclosures about Market Risk 72
8. Financial Statements and Supplementary Data 74
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 142
9A. Controls and Procedures 142
9B. Other Information 142
PART III
10. Directors, Executive Officers and Corporate Governance 143
11. Executive Compensation 143
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 143
13. Certain Relationships and Related Transactions, and Director Independence 144
14. Principal Accountant Fees and Services 144
PART IV
15. Exhibits and Financial Statement Schedules 145
EX-10.8: GUARANTEE FACILITY
EX-10.26: FIRST AMENDMENT TO 1995 STOCK OPTION PLAN
EX-10.29: FIRST AMENDMENT TO ANNUAL EXECUTIVE SHORT-TERM INCENTIVE PLAN
EX-10.37: FIRST AMENDMENT TO OMNIBUS INCENTIVE PLAN
EX-10.41: FORM OF EMPLOYEE NONQUALIFIED STOCK OPTION AGREEMENT
EX-10.43: FORM OF EMPLOYEE RESTRICTED STOCK UNIT AWARD AGREEMENT
EX-10.45: FORM OF DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENT
EX-10.47: FORM OF DIRECTOR RESTRICTED STOCK UNIT AGREEMENT
EX-10.76: EMPLOYMENT AGREEMENT
EX-10.77: EMPLOYMENT AGREEMENT
EX-21.0: SUBSIDIARIES
EX-23.1: CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
EX-23.2: CONSENT OF ANALYSIS, RESEARCH & PLANNING CORPORATION
EX-23.3: CONSENT OF PETERSON RISK CONSULTING LLC
EX-31.1: CERTIFICATION
This annual report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Actual results could differ materially from
those projected in the forward-looking statements as a result of the risk factors set forth in this annual report on Form 10-K.
See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Safe Harbor
Statement” for further information.
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PART I
ITEM 1. BUSINESS
General
Foster Wheeler AG was incorporated under the laws of Switzerland on November 18, 2008 and registered in the
commercial register of the Canton of Zug, Switzerland on November 25, 2008 as a wholly-owned subsidiary of Foster
Wheeler Ltd. Pursuant to a scheme of arrangement under Bermuda law, on February 9, 2009 all previously outstanding
whole common shares of Foster Wheeler Ltd. were cancelled and Foster Wheeler AG issued registered shares to the
holders of whole Foster Wheeler Ltd. common shares that were cancelled. As a result of the scheme of arrangement, the
common shareholders of Foster Wheeler Ltd. became common shareholders of Foster Wheeler AG, and Foster Wheeler Ltd.
became a wholly-owned subsidiary of Foster Wheeler AG, a holding company that owns the stock of its various subsidiary
companies. See “— The Redomestication” for more information regarding the scheme of arrangement and certain related
transactions. Except as the context otherwise requires, the terms “Foster Wheeler,” “us” and “we,” as used herein, refers to
Foster Wheeler AG and its direct and indirect subsidiaries for the period after the consummation of the scheme of
arrangement and Foster Wheeler Ltd. and its direct and indirect subsidiaries for the period before the consummation of the
scheme of arrangement. Amounts in Part I, Item 1 are presented in thousands, except for number of employees. In addition,
except as the context otherwise requires, the financial statements and other financial information included in this annual
report on Form 10-K are those of Foster Wheeler Ltd. as they relate to periods ended prior to the consummation of the
scheme of arrangement. Certain disclosures relating specifically to Foster Wheeler AG are noted throughout this annual
report on Form 10-K.
The redomestication was undertaken in order to establish a corporation more centrally located within Foster Wheeler’s
major markets, in a country with a stable and well-developed tax regime as well as a sophisticated financial and commercial
infrastructure, and to improve our ability to maintain a competitive worldwide effective corporate tax rate.
Business
We operate through two business groups: our Global Engineering and Construction Group, which we refer to as our
Global E&C Group, and our Global Power Group.
Our Global E&C Group, which operates worldwide, designs, engineers and constructs onshore and offshore upstream
oil and gas processing facilities, natural gas liquefaction facilities and receiving terminals, gas-to-liquids facilities, oil
refining, chemical and petrochemical, pharmaceutical and biotechnology facilities and related infrastructure, including power
generation and distribution facilities, and gasification facilities. Our Global E&C Group provides engineering, project
management and construction management services, and purchases equipment, materials and services from third-party
suppliers and contractors.
Our Global E&C Group is also involved in the design of facilities in new or developing market sectors, including carbon
capture and storage, solid fuel-fired integrated gasification combined-cycle power plants, coal-to-liquids, coal-to-chemicals
and biofuels. Our Global E&C Group owns one of the leading refinery residue upgrading technologies (referred to as
delayed coking) and a hydrogen production process used in oil refineries and petrochemical plants. Additionally, our Global
E&C Group has experience with, and is able to work with, a wide range of processes owned by others. Our Global E&C
Group performs environmental remediation services, together with related technical, engineering, design and regulatory
services.
Our Global E&C Group is also involved in the development, engineering, construction, ownership and operation of
power generation facilities, from conventional and renewable sources, and of waste-to-energy facilities in Europe. Our
Global E&C Group generates revenues from engineering and construction activities pursuant to contracts spanning up to
approximately four years in duration and from returns on its equity investments in various power production facilities.
Our Global Power Group designs, manufactures and erects steam generating and auxiliary equipment for electric power
generating stations and industrial facilities worldwide. Our steam generating equipment includes
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a full range of technologies, offering independent power producers, utility and industrial clients high-value technology
solutions for economically converting a wide range of fuels, including coal, lignite, petroleum coke, oil, gas, biomass and
municipal solid waste, into high quality steam and power.
Our circulating fluidized-bed steam generator technology, which we refer to as CFB, is ideally suited to burning a very
wide range of fuels, including low-quality and “waste-type” fuels, and we believe is generally recognized as one of the
cleanest burning solid-fuel technologies available on a commercial basis in the world today.
For both our CFB and pulverized coal, which we refer to as PC, steam generators, we offer supercritical once-through-
unit designs to further improve the energy efficiency and, therefore, the environmental performance of these units. Once-
through supercritical steam generators operate at higher steam pressures than traditional plants, which results in higher
efficiencies and lower emissions, including emissions of carbon dioxide, or CO2 , which is considered a greenhouse gas.
Further, for the longer term, we are actively developing Flexi-BurnTM technology for our CFB steam generators. We
believe Flexi-BurnTM technology will be an important part of an overall strategy for capturing and storing CO2 from coal
power plants. This technology will enable our CFB steam generators to operate in “oxygen-firing CO2 capture” mode. In
this mode, the CFB combustion process will produce a CO2 -rich flue gas which can then be delivered to a storage location
while avoiding the need for large, expensive and energy intensive post-combustion CO2 separation equipment.
We also design, manufacture and install auxiliary equipment, which includes steam generators for solar thermal power
plants, feedwater heaters, steam condensers and heat-recovery equipment. Our Global Power Group also offers a full line of
new and retrofit nitrogen-oxide, which we refer to as NOx, reduction systems such as selective non-catalytic and catalytic
NOx reduction systems as well as complete low-NOx combustion systems. We provide a broad range of site services
relating to these products, including construction and erection services, maintenance engineering, plant upgrading and life
extensions.
Our Global Power Group also conducts research and development in the areas of combustion, solid, fluid and gas
dynamics, heat transfer, materials and solid mechanics. In addition, our Global Power Group owns and operates
cogeneration, independent power production and waste-to-energy facilities, as well as power generation facilities for the
process and petrochemical industries. Our Global Power Group generates revenues from engineering activities, equipment
supply and construction contracts, operating activities pursuant to the long-term sale of project outputs, such as electricity
and steam, operating and maintenance agreements, royalties from licensing our technology, and generates equity income
from returns on its equity investments in several power production facilities.
In addition to these two business groups, which also represent operating segments for financial reporting purposes,
we report corporate center expenses and expenses related to certain legacy liabilities, such as asbestos, in the Corporate
and Finance Group, which we also treat as an operating segment for financial reporting purposes and which we refer to as
the C&F Group.
Please refer to Note 17 to the consolidated financial statements in this annual report on Form 10-K for a discussion of
our operating segments and geographic financial information relating to our U.S. and non-U.S. operations.
Products and Services

Our Global E&C Group’s services include:
• Consulting — Our Global E&C Group provides technical and economic analyses and study reports to owners,
investors, developers, operators and governments. These services include concept and feasibility studies, market
studies, asset assessments, product demand and supply modeling, and technology evaluations.
• Design and Engineering — Our Global E&C Group provides a broad range of engineering and design-related
services. Our design and engineering capabilities include process, civil, structural, architectural,
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mechanical, instrumentation, electrical, and health, safety and environmental management. For each project, we
identify the project requirements and then integrate and coordinate the various design elements. Other critical tasks
in the design process may include value engineering to optimize costs, risk and hazard reviews, and the assessment
of construction, maintenance and operational requirements.
• Project Management and Project Control — Our Global E&C Group offers a wide range of project management and
project control services for overseeing engineering, procurement and construction activities. These services include
estimating costs, project planning and project cost control. The provision of these services is an integral part of the
planning, design and construction phases of projects that we execute directly for clients. We also provide these
services to our clients in the role of project management or program management consultant, where we oversee, on
our client’s behalf, the execution by other contractors of all or some of the planning, design and construction phases
of a project.
• Procurement — Our procurement activities focus on those projects where we also execute the design and
engineering work. We manage the procurement of materials, subcontractors and craft labor. Often, we purchase
materials, equipment and third-party services on behalf of our client, where the client will pay for the purchased
items or services at cost and reimburse us the cost of our associated services plus a margin or fee.
• Construction/Commissioning and Start-up — Our Global E&C Group provides construction and construction
management services on a worldwide basis. Our construction, commissioning and start-up activities focus on those
projects where we have performed most of the associated design and engineering work. Depending on the project,
we may function as the primary contractor or as a subcontractor to another firm. On some projects, we function as
the construction manager, engaged by the customer to oversee another contractor’s compliance with design
specifications and contracting terms. In some instances, we have responsibility for commissioning and plant start-
up, or, where the client has responsibility for these activities, we provide experts to work as part of our client’s team.
• Operations and Maintenance — We provide project management, plant operations and maintenance services, such
as repair, renovation, predictive and preventative services and other aftermarket services. In some instances, our
contracts may require us to operate a plant, which we have designed and built, for an initial period that may vary
from a very short period to up to approximately two years.
The principal products of our Global Power Group are steam generators, commonly referred to as boilers. Our steam
generators produce steam in a range of conditions and qualities, from low-pressure saturated steam to high quality
superheated steam at either sub-critical or supercritical conditions (steam pressures above 3,600 pounds-force per square
inch absolute). The steam produced by steam generators can be used to produce electricity in power plants, to heat
buildings and in the production of many manufactured goods and products, such as paper, chemicals and food products.
Our steam generators convert the energy of a wide range of solid and liquid fuels, as well as hot process gases, into steam
and can be classified into several types: circulating fluidized-bed, pulverized coal, oil and natural gas, grate, heat recovery
steam generators and fully assembled package boilers. The two most significant elements of our product portfolio are our
CFB and PC steam generators.
Our Global Power Group’s products and services include:
• Circulating Fluidized-Bed Steam Generators — Our Global Power Group designs, manufactures and supplies steam
generators that utilize our proprietary CFB technology. We believe that CFB combustion is generally recognized as
one of the most commercially viable, fuel-flexible and clean burning ways to generate steam on a commercial basis
from coal and many other solid fuels and waste products. A CFB steam generator utilizes air nozzles on the floor and
lower side walls of its furnace to mix and fluidize the fuel particles as they burn, resulting in a very efficient
combustion and heat transfer process. The fuel and other added solid materials, such as limestone, are continuously
recycled through the furnace to maximize combustion efficiency and the capture of pollutants, such as the oxides of
sulfur, which we refer to as SOx . Due to the efficient mixing of the fuel with the air and other solid
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materials and the long period of time the fuel remains in the combustion process, the temperature of the process can
be greatly reduced below that of a conventional burning process. This has the added benefit of reducing the
formation of NOx , which is another pollutant formed during the combustion process. Due to these benefits,
additional SOx and NOx control systems are frequently not needed. The application of supercritical steam
technology to CFB technology is the latest technical development. By dramatically raising the pressure of the water
as it is converted to steam, supercritical steam technology allows the steam to absorb more heat from the
combustion process, resulting in a substantial improvement of approximately 5-15% in the efficiency of an electric
power plant. As discussed above, we are actively developing Flexi-BurnTM technology for our CFB steam
generators. We believe Flexi-BurnTM technology will be an important part of an overall strategy for capturing and
storing CO2 from coal power plants. We sell our CFB steam generators to clients worldwide.
• Pulverized Coal Steam Generators — Our Global Power Group designs, manufactures and supplies PC steam
generators. PC steam generators are commonly used in large coal-fired power plant applications. The coal is
pulverized into fine particles and injected through specially designed low NOx burners. Our PC steam generators
control NOx by utilizing advanced low-NOx combustion technology and selective catalytic reduction technology,
which we refer to as SCR. PC technology requires flue gas desulfurization equipment, which we refer to as FGD, to
be installed after the steam generator to capture SOx . We offer our PC steam generators with either conventional
sub-critical steam technology or more efficient supercritical steam technology for electric power plant applications.
We sell our PC steam generators to clients worldwide.
• Industrial Steam Generators — Our Global Power Group designs, manufactures and supplies industrial steam
generators of various types including: CFB, as described above, grate, fully assembled package, field erected oil and
gas, waste heat, and heat recovery steam generators. Depending on the steam generator type and application, our
industrial boilers are designed to burn a wide spectrum of industrial fuels from high quality oil and natural gas to
biomass and “waste type” fuels such as tires, municipal solid waste, waste wood and paper. Our industrial steam
generators are designed for ruggedness and reliability.
• Auxiliary Equipment and Aftermarket Services — Our Global Power Group also manufactures and installs auxiliary
and replacement equipment for utility power and industrial facilities, including steam generators for solar thermal
power plants, surface condensers, feed water heaters, coal pulverizers, steam generator coils and panels, biomass
gasifiers, and replacement parts. Additionally, we install NOx reduction systems manufactured by third-parties. The
NOx reduction systems include SCR equipment and low-NOx combustion systems for PC steam generators, which
significantly reduce NOx emissions from PC steam generators. Our Global Power Group also performs steam
generator modifications and provides engineered solutions for steam generators worldwide.
We provide a broad range of site services relating to these products, including construction and erection services,
maintenance engineering, plant upgrading and life extension, and plant repowering. Our Global Power Group also conducts
research and development in the areas of combustion, fluid and gas dynamics, heat transfer, materials and solid mechanics.
In addition, our Global Power Group licenses technology to a limited number of third-parties in select countries or markets.
Industries We Serve
We serve the following industries:
• Oil and gas;
• Oil refining;
• Chemical/petrochemical;
• Pharmaceutical;
• Environmental;
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• Power generation; and

• Power plant operation and maintenance.
Customers and Marketing

We market our services and products through a worldwide staff of sales and marketing personnel, through a network
of sales representatives and through partnership or joint venture arrangements with unrelated third-parties. Our businesses
are not seasonal and are not dependent on a limited group of clients. One client accounted for approximately 24%, 12% and
13% of our consolidated operating revenues (inclusive of flow-through revenues) in fiscal years 2008, 2007 and 2006,
respectively; however, the associated flow-through revenues included in these percentages accounted for approximately
20%, 9% and 11% of our consolidated operating revenues in fiscal years 2008, 2007 and 2006, respectively. No other single
client accounted for ten percent or more of our consolidated revenues in fiscal years 2008, 2007 or 2006. Representative
clients include state-owned and multinational oil and gas companies, major petrochemical, chemical, and pharmaceutical
companies, national and independent electric power generation companies, and government agencies throughout the world.
The majority of our revenues and new business originates outside of the United States.
Licenses, Patents and Trademarks

We own and license patents, trademarks and know-how, which are used in each of our business groups. The life
cycles of the patents and trademarks are of varying durations. We are not materially dependent on any particular patent or
trademark, although we depend on our ability to protect our intellectual property rights to the technologies and know-how
used in our proprietary products. As noted above, we have granted licenses to a limited number of companies in select
countries to manufacture steam generators and related equipment and certain of our other products. Our principal licensees
are located in China, India, Italy and South Korea. Recurring royalty revenues have historically ranged from approximately
$5,000 to $10,000 per year.
Unfilled Orders
We execute our contracts on lump-sum turnkey, fixed-price, target-price with incentives and cost-reimbursable bases.
Generally, contracts are awarded on the basis of price, acceptance of certain project-related risks, technical capabilities and
availability of qualified personnel, reputation for quality and ability to perform in a timely manner and safety record. On
certain contracts our clients may make a down payment at the time a contract is executed and continue to make progress
payments until the contract is completed and the work has been accepted as meeting contract guarantees. Our Global Power
Group’s products are custom designed and manufactured, and are not produced for inventory. Our Global E&C Group
frequently purchases materials, equipment, and third-party services at cost for clients on a cash neutral/reimbursable basis
when providing engineering specification or procurement services, referred to as “flow-through” amounts. “Flow-through”
amounts are recorded both as revenues and cost of operating revenues with no profit recognized. Our Global E&C Group
does not purchase materials and equipment for inventory.
We measure our unfilled orders in terms of expected future revenues. Included in future revenues are flow-through
revenues, which result when we are performing an engineering or construction contract and purchase materials, equipment
or third-party services on behalf of our customers on a reimbursable basis with no profit added to the cost of the materials,
equipment or third-party services. We also measure our unfilled orders in terms of Foster Wheeler scope, which excludes
flow-through revenues. As such, Foster Wheeler scope measures the component of backlog of unfilled orders with profit
potential and represents our services plus fees for reimbursable contracts and total selling price for lump-sum or fixed-price
contracts.
Please refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” for
a discussion of the changes in unfilled orders, both in terms of expected future revenues and Foster Wheeler scope. See
also Item 1A, “Risk Factors — Risks Related to Our Operations — Projects included in our backlog may be delayed or
cancelled, which could materially adversely affect our business, financial condition, results of operations and cash flows.”
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Use of Raw Materials

We source the materials used in our manufacturing and construction operations from both U.S. and non-U.S. based
sources. The procurement of materials, consisting mainly of steel products and manufactured items, is heavily dependent
on unrelated third-party sources. These materials are subject to timing of availability and price fluctuations, which we
monitor on a regular basis. We have access to numerous global sources and are not dependent on any single source of
supply.
Compliance with Government Regulations

We are subject to certain federal, state and local environmental, occupational health and product safety laws arising
from the countries where we operate. We also purchase materials and equipment from third-parties, and engage
subcontractors, who are also subject to these laws and regulations. We believe that all our operations are in material
compliance with those laws and we do not anticipate any material capital expenditures or material adverse effect on earnings
or cash flows as a result of complying with those laws.
Employees
The following table indicates the number of full-time, temporary and agency personnel in each of our business groups.
We believe that our relationship with our employees is satisfactory.
As of
De ce m be r 26, De ce m be r 28,
2008 2007
Global E&C Group 11,235 10,498
Global Power Group 3,419 3,278
C&F Group 75 83
Total 14,729 13,859
Competition
Many companies compete with us in the engineering and construction business. Neither we nor any other single
company has a dominant market share of the total design, engineering and construction business servicing the global
businesses previously described. Many companies also compete in the global energy business and neither we nor any
other single competitor has a dominant market share.
The vast majority of the market opportunities that we pursue are subject to a competitive tendering process, and we
believe that our target customers consider the price, acceptance of certain project-related risks, technical capabilities and
availability of qualified personnel, reputation for quality and ability to perform in a timely manner and safety record as the
primary factors in determining which qualified contractor is awarded a contract. We derive our competitive strength from
our reputation for quality of our services and products, technology, worldwide procurement capability, project management
expertise, ability to execute complex projects, professionalism, strong safety record and lengthy experience with a wide
range of services and technologies.
Companies that compete with our Global E&C Group include but are not limited to the following: Bechtel Corporation;
Chicago Bridge & Iron Company N.V.; Chiyoda Corporation; Fluor Corporation; Jacobs Engineering Group Inc.; JGC
Corporation; KBR, Inc.; McDermott International; Saipem S.p.A.; Shaw Group, Inc.; Technip; Técnicas Reunidas, SA; and
Worley Parsons Ltd. Companies that compete with our Global Power Group include but are not limited to the following:
Aker Kvaerner ASA; Alstom Power; Austrian
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Energy & Environment AG.; The Babcock & Wilcox Company; Babcock Power Inc.; Doosan-Babcock; Hitachi, Ltd.; and
Mitsubishi Heavy Industries Ltd.
Available Information
You may obtain free electronic copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K, proxy statements and all amendments to these documents at our website, www.fwc.com, under the
heading “Investor Relations” by selecting the heading “SEC Filings.” We make these documents available on our website
as soon as reasonably practicable after we electronically file them with or furnish them to the U.S. Securities and Exchange
Commission (“SEC”). The information disclosed on our website is not incorporated herein and does not form a part of this
annual report on Form 10-K.
You may also read and copy any materials that we file with or furnish to the SEC at the SEC’s Public Reference Room
located at 100 F Street NE, Washington, DC 20549. You may obtain information on the operation of the Public Reference
Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains electronic versions of our filings on its website at
www.sec.gov.
The Redomestication
The scheme of arrangement effectively changed our place of incorporation from Bermuda to the Canton of Zug,
Switzerland. The scheme of arrangement was approved by the common shareholders of Foster Wheeler Ltd. on January 27,
2009 and was sanctioned by the Supreme Court of Bermuda on January 30, 2009. On February 9, 2009, the following steps
occurred pursuant to the scheme of arrangement:
(1) all fractional common shares of Foster Wheeler Ltd. were cancelled and Foster Wheeler Ltd. paid to each
holder of fractional shares that were cancelled an amount based on the average of the high and low trading prices of
Foster Wheeler Ltd. common shares on the NASDAQ Global Select Market on February 5, 2009, the business day
immediately preceding the effectiveness of the scheme of arrangement;
(2) all previously outstanding whole common shares of Foster Wheeler Ltd. were cancelled;
(3) Foster Wheeler Ltd., acting on behalf of its shareholders, issued 1,000 common shares (which constituted all of
Foster Wheeler Ltd.’s common shares at such time) to Foster Wheeler AG;
(4) Foster Wheeler AG increased its share capital and filed amended articles of association reflecting the share
capital increase with the Swiss Commercial Register; and
(5) Foster Wheeler AG issued registered shares to the holders of whole Foster Wheeler Ltd. common shares that
were cancelled.
As a result of the scheme of arrangement, the common shareholders of Foster Wheeler Ltd. became common
shareholders of Foster Wheeler AG and Foster Wheeler Ltd. became a wholly-owned subsidiary of Foster Wheeler AG. In
connection with consummation of the scheme of arrangement:
• pursuant to the terms of the Certificate of Designation governing Foster Wheeler Ltd.’s Series B Convertible
Preferred Shares, concurrently with the issuance of registered shares to the holders of whole Foster Wheeler Ltd.
common shares, Foster Wheeler AG issued to the holders of the preferred shares the number of registered shares of
Foster Wheeler AG that such holders would have been entitled to receive had they converted their preferred shares
into common shares of Foster Wheeler Ltd. immediately prior to the effectiveness of the scheme of arrangement
(with Foster Wheeler Ltd. paying cash in lieu of any fractional common shares otherwise issuable);
• pursuant to the terms of the Warrant Agreement governing Foster Wheeler Ltd.’s Class A Warrants outstanding on
the date of the consummation of the scheme of arrangement, Foster Wheeler AG executed a supplemental warrant
agreement pursuant to which it assumed Foster Wheeler Ltd.’s
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obligations under the Warrant Agreement and agreed to issue registered shares of Foster Wheeler AG upon exercise
of such warrants in accordance with their terms; and
• Foster Wheeler AG assumed Foster Wheeler Ltd.’s existing obligations in connection with awards granted under
Foster Wheeler Ltd.’s incentive plans and other similar employee awards.
We refer to the foregoing transactions together with the steps of the scheme of arrangement as the “Redomestication.”
The fiscal year of Foster Wheeler Ltd. is the 52- or 53-week annual accounting period ending the last Friday in
December for U.S. operations and December 31 for non-U.S. operations. The fiscal year of Foster Wheeler AG ends on
December 31 of each calendar year. As a result of the Redomestication, our fiscal year for purposes of financial statement
reporting and our filing obligations with the SEC changed to that of Foster Wheeler AG. Foster Wheeler AG’s fiscal
quarters end on the last day of March, June and September.
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ITEM 1A. RISK FACTORS (amounts in thousands of dollars)

Our business is subject to a number of risks and uncertainties, including those described below. If any of these events
occur, our business could be harmed and the trading price of our securities could decline. The following discussion of risks
relating to our business should be read carefully in connection with evaluating our business and the forward-looking
statements contained in this annual report on Form 10-K. For additional information regarding forward-looking statements,
see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Safe Harbor
Statement.”
The categorization of risks set forth below is meant to help you better understand the risks facing our business and is
not intended to limit consideration of the possible effects of these risks to the listed categories. Any adverse effects related
to the risks discussed below may, and likely will, adversely affect many aspects of our business.
Risks Related to Our Operations

Our current and future lump-sum or fixed-price contracts and other shared risk contracts may result in significant losses
if costs are greater than anticipated.
Some of our contracts are fixed-price contracts and other shared-risk contracts that are inherently risky because we
agree to the selling price of the project at the time we enter into the contract. The selling price is based on estimates of the
ultimate cost of the contract and we assume substantially all of the risks associated with completing the project, as well as
the post-completion warranty obligations. Certain of these contracts are lump-sum turnkey projects where we are
responsible for all aspects of the work from engineering through construction, as well as commissioning, all for a fixed
selling price. As of December 26, 2008, our backlog included $1,381,400 attributable to lump-sum turnkey and other fixed-
price contracts, which represented 25% of our total backlog.
In addition, we assume the project’s technical risk and associated warranty obligations on all of our contracts and
projects, meaning that we must tailor products and systems to satisfy the technical requirements of a project even though,
at the time the project is awarded, we may not have previously produced such a product or system. Warranty obligations
can range from re-performance of engineering services to modification or replacement of equipment. We also assume the
risks related to revenue, cost and gross profit realized on such contracts that can vary, sometimes substantially, from the
original projections due to changes in a variety of other factors, including but not limited to:
• engineering design changes;
• unanticipated technical problems with the equipment being supplied or developed by us, which may require that we
spend our own money to remedy the problem;
• changes in the costs of components, materials or labor;
• difficulties in obtaining required governmental permits or approvals;
• changes in local laws and regulations;
• changes in local labor conditions;
• project modifications creating unanticipated costs;
• delays caused by local weather conditions; and
• our project owners’, suppliers’ or subcontractors’ failure to perform.
These risks may be exacerbated by the length of time between signing a contract and completing the project because
most lump-sum or fixed-price projects are long-term. The term of our contracts can be as long as approximately four years. In
addition, we sometimes bear the risk of delays caused by unexpected conditions or events. We are subject to penalties if
portions of the long-term fixed priced projects are not completed in accordance with agreed-upon time limits. Therefore,
significant losses can result from performing
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large, long-term projects on a fixed-price or lump-sum basis. These losses may be material, including in some cases up to or
exceeding the full contract value in certain events of non-performance, and could negatively impact our business, financial
condition, results of operations and cash flows.
We may increase the size and number of fixed-price or lump-sum turnkey contracts, sometimes in countries where or
with clients with whom we have limited previous experience.
We may bid for and enter into such contracts through partnerships or joint ventures with third-parties. This may
increase our ability and willingness to bid for increased numbers of contracts and/or increased size of contracts. In addition,
in some cases, applicable law and joint venture or other agreements may provide that each joint venture partner is jointly
and severally liable for all liabilities of the venture. Entering into these partnerships or joint ventures will expose us to credit
and performance risks of those third-party partners, which could have a negative impact on our business and our results of
operations if these parties fail to perform under the arrangements.
Failure by us to successfully defend against claims made against us by project owners, suppliers or project
subcontractors, or failure by us to recover adequately on claims made against project owners, suppliers or
subcontractors, could materially adversely affect our business, financial condition, results of operations and cash flows.
Our projects generally involve complex design and engineering, significant procurement of equipment and supplies
and construction management. We may encounter difficulties in the design or engineering, equipment and supply delivery,
schedule changes and other factors, some of which are beyond our control, that affect our ability to complete the project in
accordance with the original delivery schedule or to meet the contractual performance obligations. In addition, we generally
rely on third-party partners, equipment manufacturers and subcontractors to assist us with the completion of our contracts.
As such, claims involving project owners, suppliers and subcontractors may be brought against us and by us in connection
with our project contracts. Claims brought against us include back charges for alleged defective or incomplete work,
breaches of warranty and/or late completion of the project work and claims for cancelled projects. The claims and back
charges can involve actual damages, as well as contractually agreed upon liquidated sums. Claims brought by us against
project owners include claims for additional costs incurred in excess of current contract provisions arising out of project
delays and changes in the previously agreed scope of work. Claims between us and our suppliers, subcontractors and
vendors include claims like any of those described above. These project claims, if not resolved through negotiation, are
often subject to lengthy and expensive litigation or arbitration proceedings. Charges associated with claims could materially
adversely affect our business, financial condition, results of operations and cash flows. For further information on project
claims, please refer to Note 19, “Litigation and Uncertainties,” to the consolidated financial statements in this annual report
on Form 10-K.
Projects included in our backlog may be delayed or cancelled, which could materially adversely affect our business,
financial condition, results of operations and cash flows.
The dollar amount of backlog does not necessarily indicate future earnings related to the performance of that work.
Backlog refers to expected future revenues under signed contracts and legally binding letters of intent that we have
determined are likely to be performed. Backlog represents only business that is considered firm, although cancellations or
scope adjustments may and do occur. Because of changes in project scope and schedule, we cannot predict with certainty
when or if backlog will be performed or the associated revenue will be recognized. In addition, even where a project
proceeds as scheduled, it is possible that contracted parties may default and fail to pay amounts owed to us. Material
delays, cancellations or payment defaults could materially adversely affect our business, financial condition, results of
operations and cash flows.
Because our operations are concentrated in four particular industries, we may be adversely impacted by economic or
other developments in these industries.
We derive a significant amount of revenues from services provided to clients that are concentrated in four industries:
oil and gas, oil refining, chemical/petrochemical and power. These industries historically have been,
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and will likely continue to be, cyclical in nature. Consequently, our results of operations have fluctuated, and may continue
to fluctuate, depending on the demand for our products and services from these industries.
Unfavorable economic developments in global or regional economic growth rates or other unfavorable developments
in one or more of these industries could adversely affect our clients’ investment plans and could materially adversely affect
our business, financial condition, results of operations and cash flows. The global credit market crisis is now impacting
some of our clients’ investment plans as it affects the availability and cost of financing, as well as our clients’ own financial
strategies, which could include cash conservation. In addition, the global economic slowdown is impacting the demand for
the products our clients produce, which is causing companies to re-evaluate their investment plans for 2009.
Our results of operations and cash flows depend on new contract awards, and the selection process and timing for
performing these contracts are not entirely within our control.
A substantial portion of our revenues is derived from new contract awards of projects. It is difficult to predict whether
and when we will receive such awards due to the lengthy and complex bidding and selection process, which is affected by a
number of factors, such as market conditions, financing arrangements, governmental approvals and environmental matters.
We often compete with other general and specialty contractors, both U.S. and non-U.S., including large international
contractors and small local contractors. The strong competition in our markets requires us to maintain skilled personnel and
invest in technology, and also puts pressure on our profit margins. Because of this, we could be prevented from obtaining
contracts for which we have bid due to price, greater perceived financial strength and resources of our competitors and/or
perceived technology advantages. Alternatively, we may have to agree to lower prices and margins for contracts that we
win or we may lose a bid or decide not to pursue a contract if the profit margins are below our minimum acceptable margins
based on our risk assessment of the project conditions.
Our results of operations and cash flows can fluctuate from quarter to quarter depending on the timing of our contract
awards. In addition, certain of these contracts are subject to client financing contingencies and environmental permits, and,
as a result, we are subject to the risk that the customer will not be able to secure the necessary financing and approvals for
the project, which could result in a delay or cancellation of the proposed project and thereby reduce our revenues and
profits.
A failure by us to attract and retain key officers, qualified personnel, joint venture partners, advisors and subcontractors
could materially adversely affect our business, financial condition, results of operations and cash flows.
Our ability to attract and retain key officers, qualified engineers and other professional personnel, as well as joint
venture partners, advisors and subcontractors, will be an important factor in determining our future success. The market for
these professionals is competitive and we may not be successful in efforts to attract and retain these individuals. Failure to
attract or retain these key officers, professionals, joint venture partners, advisors and subcontractors could materially
adversely affect our business, financial condition, results of operations and cash flows.
Our worldwide operations involve risks that may limit or disrupt operations, limit repatriation of cash, increase
taxation or otherwise materially adversely affect our business, financial condition, results of operations and cash flows.
We have worldwide operations that are conducted through U.S. and non-U.S. subsidiaries, as well as through
agreements with joint venture partners. Our non-U.S. subsidiaries, which accounted for approximately 83% of our operating
revenues and a majority of our operating cash flows in the fiscal year ended December 26, 2008, have operations located in
Asia, Australia, Europe, the Middle East, South Africa and South America. Additionally, we purchase materials and
equipment on a worldwide basis and are heavily dependent on unrelated third-party non-U.S. sources for these materials
and equipment. Our worldwide
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operations are subject to risks that could materially adversely affect our business, financial condition, results of operations
and cash flows, including:
• uncertain political, legal and economic environments;
• potential incompatibility with non-U.S. joint venture partners;
• foreign currency controls and fluctuations;
• energy prices and availability;
• terrorist attacks;
• the imposition of additional governmental controls and regulations;
• war and civil disturbances;
• labor problems; and
• interruption or delays in international shipping.
Because of these risks, our worldwide operations and our execution of projects may be limited, or disrupted; our
contractual rights may not be enforced fully or at all; our non-U.S. taxation may be increased; or we may be limited in
repatriating earnings. These potential events and liabilities could materially adversely affect our business, financial
We are subject to anti-bribery laws in the countries in which we operate. Failure to comply with these laws could result
in our becoming subject to penalties and the disruption of our business activities.
Many of the countries in which we transact business have laws that restrict the offer or payment of anything of value
to government officials or other persons with the intent of gaining business or favorable government action. We are subject
to these laws in addition to being governed by the U.S. Foreign Corrupt Practices Act restricting these types of activities. In
addition to prohibiting certain bribery-related activity with foreign officials and other persons, these laws provide for
recordkeeping and reporting obligations. Our policies mandate compliance with these anti-bribery laws and we have
procedures and controls in place to monitor internal and external compliance. However, any failure by us, our
subcontractors, agents or others who work for us on our behalf to comply with these legal and regulatory obligations could
impact us in a variety of ways that include, but are not limited to, significant criminal, civil and administrative penalties. The
failure to comply with these legal and regulatory obligations could also result in the disruption of our business activities.
A change in tax laws, treaties or regulations, or their interpretation, of any country in which we operate could increase
our tax burden and otherwise adversely affect our financial condition, results of operations and cash flows.
A change in tax laws, treaties or regulations, or their interpretation, of any country in which we operate could result in a
higher tax rate on our earnings, which could result in a significant negative impact on our earnings and cash flows from
operations. We continue to assess the impact of various U.S. federal and state legislative proposals, and modifications to
existing tax treaties between the United States and other countries, that could result in a material increase in our U.S. federal
and state taxes. We cannot predict whether any specific legislation will be enacted or the terms of any such legislation.
However, if such proposals were to be enacted, or if modifications were to be made to certain existing treaties, the
consequences could have a materially adverse impact on us, including increasing our tax burden, increasing costs of our tax
compliance or otherwise adversely affecting our financial condition, results of operations and cash flows.
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Our business may be materially adversely impacted by regional, national and/or global requirements to significantly
limit or reduce greenhouse gas emissions in the future.
Greenhouse gases that result from human activities, including burning of fossil fuels, have been the focus of increased
scientific and political scrutiny and are being subjected to various legal requirements. International agreements, national
laws, state laws and various regulatory schemes limit or otherwise regulate emissions of greenhouse gases, and additional
restrictions are under consideration by different governmental entities. We derive a significant amount of revenues and
contract profits from engineering and construction services provided to clients that own and/or operate a wide range of
process plants and from the supply of our manufactured equipment to clients that own and/or operate electric power
generating plants. Additionally, we own or partially own plants that generate electricity from burning natural gas or various
types of solid fuels. These plants emit greenhouse gases as part of the process to generate electricity or other products.
Compliance with the existing greenhouse gas regulation may prove costly or difficult. It is possible that owners and
operators of existing or future process plants and electric generating plants could be subject to new or changed
environmental regulations that result in significantly limiting or reducing the amounts of greenhouse gas emissions,
increasing the cost of emitting such gases or requiring emissions allowances. The costs of controlling such emissions or
obtaining required emissions allowances could be significant. It also is possible that necessary controls or allowances may
not be available. Such regulations could negatively impact client investments in capital projects in our markets, which could
negatively impact the market for our manufactured products and certain of our services, and also could negatively affect the
operations and profitability of our own electric power plants. This could materially adversely affect our business, financial
We are subject to various environmental laws and regulations in the countries in which we operate. If we fail to comply
with these laws and regulations, we may incur significant costs and penalties that could materially adversely affect our
business, financial condition, results of operations and cash flows.
Our operations are subject to U.S., European and other laws and regulations governing the generation, management
and use of regulated materials, the discharge of materials into the environment, the remediation of environmental
contamination, or otherwise relating to environmental protection. Both our Global E&C Group and our Global Power Group
make use of and produce as wastes or byproducts substances that are considered to be hazardous under these
environmental laws and regulations. We may be subject to liabilities for environmental contamination as an owner or
operator (or former owner or operator) of a facility or as a generator of hazardous substances without regard to negligence
or fault, and we are subject to additional liabilities if we do not comply with applicable laws regulating such hazardous
substances, and, in either case, such liabilities can be substantial. These laws and regulations could expose us to liability
arising out of the conduct of current and past operations or conditions, including those associated with formerly owned or
operated properties caused by us or others, or for acts by us or others which were in compliance with all applicable laws at
the time the acts were performed. In some cases, we have assumed contractual indemnification obligations for
environmental liabilities associated with some formerly owned properties. The ongoing costs of complying with existing
environmental laws and regulations could be substantial. Additionally, we may be subject to claims alleging personal injury,
property damage or natural resource damages as a result of alleged exposure to or contamination by hazardous substances.
Changes in the environmental laws and regulations, remediation obligations, enforcement actions, stricter interpretations of
existing requirements, future discovery of contamination or claims for damages to persons, property, natural resources or
the environment could result in material costs and liabilities that we currently do not anticipate.
We may lose future business to our competitors and be unable to operate our business profitably if our patents and other
intellectual property rights do not adequately protect our proprietary products.
Our success depends significantly on our ability to protect our intellectual property rights to the technologies and
know-how used in our proprietary products. We rely on patent protection, as well as a combination of trade secret, unfair
competition and similar laws and nondisclosure, confidentiality and other contractual restrictions to protect our proprietary
technology. However, these legal means afford only limited
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protection and may not adequately protect our rights or permit us to gain or keep any competitive advantage. We also rely
on unpatented proprietary technology. We cannot provide assurance that we can meaningfully protect all our rights in our
unpatented proprietary technology, or that others will not independently develop substantially equivalent proprietary
products or processes or otherwise gain access to our unpatented proprietary technology. We also hold licenses from
third-parties that are necessary to utilize certain technologies used in the design and manufacturing of some of our
products. The loss of such licenses would prevent us from manufacturing and selling these products, which could harm our
business.
We rely on our information systems in our operations. Failure to protect these systems against security breaches could
adversely affect our business and results of operations. Additionally, if these systems fail or become unavailable for any
significant period of time, our business could be harmed.
The efficient operation of our business is dependent on computer hardware and software systems. Information
systems are vulnerable to internal and external security breaches including by computer hackers and cyber terrorists. The
unavailability of the information systems, the failure of these systems to perform as anticipated for any reason or any
significant breach of security could disrupt our business and could result in decreased performance and increased overhead
costs, causing our business and results of operations to suffer.
Risks Related to Asbestos Claims

The number and cost of our current and future asbestos claims in the United States could be substantially higher than
we have estimated and the timing of payment of claims could be sooner than we have estimated, which could materially
adversely affect our business, financial condition, results of operations and cash flows.
Some of our subsidiaries are named as defendants in numerous lawsuits and out-of-court administrative claims
pending in the United States in which the plaintiffs claim damages for alleged bodily injury or death arising from exposure to
asbestos in connection with work performed, or heat exchange devices assembled, installed and/or sold, by our
subsidiaries. We expect these subsidiaries to be named as defendants in similar suits and that claims will be brought in the
future. For purposes of our financial statements, we have estimated the indemnity and defense costs to be incurred in
resolving pending and forecasted U.S. claims through fiscal year 2023. Although we believe our estimates are reasonable,
the actual number of future claims brought against us and the cost of resolving these claims could be substantially higher
than our estimates. Some of the factors that may result in the costs of asbestos claims being higher than our current
estimates include:
• the rate at which new claims are filed;
• the number of new claimants;
• changes in the mix of diseases alleged to be suffered by the claimants, such as type of cancer, asbestosis or other
illness;
• increases in legal fees or other defense costs associated with asbestos claims;
• increases in indemnity payments;
• decreases in the proportion of claims dismissed with zero indemnity payments;
• indemnity payments being required to be made sooner than expected;
• bankruptcies of other asbestos defendants, causing a reduction in the number of available solvent defendants and
thereby increasing the number of claims and the size of demands against our subsidiaries;
• adverse jury verdicts requiring us to pay damages in amounts greater than we expect to pay in settlements;
• changes in legislative or judicial standards that make successful defense of claims against our subsidiaries more
difficult; or
• enactment of federal legislation requiring us to contribute amounts to a national settlement trust in excess of our
expected net liability, after insurance, in the tort system.
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The total liability recorded on our consolidated balance sheet as of December 26, 2008 is based on estimated indemnity
and defense costs expected to be incurred through fiscal year 2023. We believe that it is likely that there will be new claims
filed after fiscal year 2023, but in light of uncertainties inherent in long-term forecasts, we do not believe that we can
reasonably estimate the indemnity and defense costs that might be incurred after fiscal year 2023. Our forecast contemplates
that the number of new claims requiring indemnity will decline from year to year. If future claims fail to decline as we expect,
our aggregate liability for asbestos claims will be higher than estimated.
Since fiscal year-end 2004, we have worked with Analysis Research Planning Corporation, or ARPC, nationally
recognized consultants in projecting asbestos liabilities, to estimate the amount of asbestos-related indemnity and defense
costs. ARPC reviews our asbestos indemnity payments, defense costs and claims activity and compares them to our 15-
year forecast prepared at the previous year-end. Based on its review, ARPC may recommend that the assumptions used to
estimate our future asbestos liability be updated, as appropriate.
Our forecast of the number of future claims is based, in part, on a regression model, which employs the statistical
analysis of our historical claims data to generate a trend line for future claims and, in part, on an analysis of future disease
incidence. Although we believe this forecast method is reasonable, other forecast methods that attempt to estimate the
population of living persons who could claim they were exposed to asbestos at worksites where our subsidiaries performed
work or sold equipment could also be used and might project higher numbers of future claims than our forecast.
The actual number of future claims, the mix of disease types and the amounts of indemnity and defense costs may
exceed our current estimates. We update our forecasts at least annually to take into consideration recent claims experience
and other developments, such as legislation and litigation outcomes, that may affect our estimates of future asbestos-
related costs. The announcement of increases to asbestos liabilities as a result of revised forecasts, adverse jury verdicts or
other negative developments involving asbestos litigation or insurance recoveries may cause the value or trading prices of
our securities to decrease significantly. These negative developments could also negatively impact our liquidity, cause us
to default under covenants in our indebtedness, cause our credit ratings to be downgraded, restrict our access to capital
markets or otherwise materially adversely affect our business, financial condition, results of operations and cash flows.
The adequacy and timing of insurance recoveries of our asbestos-related costs in the United States is uncertain. The
failure to obtain insurance recoveries could materially adversely affect our business, financial condition, results of
operations and cash flows.
Although we believe that a significant portion of our subsidiaries’ liability and defense costs for asbestos claims will
be covered by insurance, the adequacy and timing of insurance recoveries is uncertain. Since fiscal year-end 2005, we have
worked with Peterson Risk Consulting, nationally recognized experts in the estimation of insurance recoveries, to annually
review our estimate of the value of the settled insurance asset and assist in the estimation of our unsettled asbestos-related
insurance asset.
The asset recorded on our consolidated balance sheet as of December 26, 2008 represents our best estimate of settled
and probable future insurance settlements relating to our U.S. liability for pending and estimated future asbestos claims
through fiscal year 2023. The insurance asset includes an estimate of the amount of recoveries under existing settlements
with other insurers.
Certain of our subsidiaries have entered into settlement agreements calling for certain insurers to make lump-sum
payments, as well as payments over time, for use by our subsidiaries to fund asbestos-related indemnity and defense costs
and, in certain cases, for reimbursement for portions of out-of-pocket costs that we previously have incurred. We entered
into three additional settlements in the fiscal year ended December 26, 2008 and we intend to continue to attempt to
negotiate additional settlements where achievable on a reasonable basis in order to minimize the amount of future costs that
we would be required to fund out of the cash flows generated from our operations. Unless we settle the remaining unsettled
insurance asset at amounts significantly in excess of our current estimates, it is likely that the amount of our insurance
settlements will not cover all future asbestos-related costs and we will continue to fund a portion of such future costs,
which
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will reduce our cash flows and our working capital. Additionally, certain of the settlements with insurance companies during
the past several years were for fixed dollar amounts that do not change as the liability changes. Accordingly, increases in
the asbestos liability will not result in an equal increase in the insurance asset.
Our insurance recoveries may be limited by future insolvencies among our insurers. We have not assumed recovery in
the estimate of our asbestos-related insurance asset from any of our currently insolvent insurers. Other insurers may
become insolvent in the future and our insurers may fail to reimburse amounts owed to us on a timely basis. If we fail to
realize expected insurance recoveries, or experience delays in receiving material amounts from our insurers, our business,
financial condition, results of operations and cash flows could be materially adversely affected.
A number of asbestos-related claims have been received by our subsidiaries in the United Kingdom. To date, these
claims have been covered by insurance policies and proceeds from the policies have been paid directly to the plaintiffs.
The timing and amount of asbestos claims that may be made in the future, the financial solvency of the insurers and the
amount that may be paid to resolve the claims, are uncertain. The insurance carriers’ failure to make payments due
under the policies could materially adversely affect our business, financial condition, results of operations and cash
flows.
Some of our subsidiaries in the United Kingdom have received claims alleging personal injury arising from exposure to
asbestos in connection with work performed, or heat exchange devices assembled, installed and/or sold, by our
subsidiaries. We expect these subsidiaries to be named as defendants in additional suits and claims brought in the future.
To date, insurance policies have provided coverage for substantially all of the costs incurred in connection with resolving
asbestos claims in the United Kingdom. In our consolidated balance sheet as of December 26, 2008, we have recorded U.K.
asbestos-related insurance recoveries equal to the U.K. asbestos-related liabilities, which are comprised of an estimated
liability relating to open (outstanding) claims and an estimated liability relating to future unasserted claims through fiscal
year 2023. Our ability to continue to recover under these insurance policies is dependent upon, among other things, the
timing and amount of asbestos claims that may be made in the future, the financial solvency of our insurers and the amount
that may be paid to resolve the claims. These factors could significantly limit our insurance recoveries, which could
materially adversely affect our business, financial condition, results of operations and cash flows.
Risks Related to Our Liquidity and Capital Resources

We require cash repatriations from our non-U.S. subsidiaries to meet our U.S. cash needs related to our asbestos-related
and other liabilities and corporate overhead expenses. Our ability to repatriate funds from our non-U.S. subsidiaries is
limited by a number of factors.
As a holding company, we are dependent on cash inflows from our subsidiaries in order to fund our asbestos-related
and other liabilities and corporate overhead expenses. To the extent that our U.S. subsidiaries do not generate enough cash
flows to cover our holding company payments and expenses, we are dependent on cash repatriations from our non-
U.S. subsidiaries. There can be no assurance that the forecasted non-U.S. cash repatriation will occur as our non-
U.S. subsidiaries need to keep certain amounts available for working capital purposes, to pay known liabilities, to comply
with covenants and for other general corporate purposes. The repatriation of funds may also subject those funds to
taxation. The inability to repatriate cash could negatively impact our business, financial condition, results of operations and
cash flows.
Certain of our various debt agreements impose financial covenants, which may prevent us from capitalizing on business
opportunities, which could negatively impact our business.
Our senior domestic credit agreement imposes financial covenants on us. These covenants limit our ability to incur
indebtedness, pay dividends or make other distributions, make investments and sell assets. These limitations may restrict
our ability to pursue business opportunities, which could negatively impact our business.
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We may have significant working capital requirements, which could negatively impact our business, financial
condition, and cash flows.
In some cases, we may require significant amounts of working capital to finance the purchase of materials and in the
performance of engineering, construction and other work on certain of our projects before we receive payment from our
customers. In some cases, we are contractually obligated to our customers to fund working capital on our projects.
Increases in working capital requirements could negatively impact our business, financial condition and cash flows. In
addition, we may invest some of our cash in longer-term investment opportunities, including, as described below, the
acquisition of other entities or operations, the reduction of certain liabilities such as unfunded pension liabilities and/or
repurchases of our outstanding registered shares. To the extent we use cash for such other purposes, the amount of cash
available for the working capital needs described above would be reduced.
We may invest in longer-term investment opportunities, such as the acquisition of other entities or operations in the
engineering and construction industry or power industry. Acquisitions of other entities or operations have risks that
could materially adversely affect our business, financial condition, results of operations and cash flows.
In 2008, we completed two acquisitions and have been exploring other possible acquisitions within the engineering and
construction industry to strategically complement or expand on our technical capabilities or access to new market segments.
We have also been exploring possible acquisitions within the power industry to complement our product offering. The
acquisition of companies and assets in the engineering and construction and power industries is subject to substantial
risks, including the failure to identify material problems during due diligence, the risk of over-paying for assets and the
inability to arrange financing for an acquisition as may be required or desired. Further, the integration and consolidation of
acquisitions requires substantial human, financial and other resources including management time and attention, and
ultimately, our acquisitions may not be successfully integrated and our resources may be diverted. There can be no
assurances that we will consummate any such future acquisitions, that any acquisitions we make will perform as expected or
that the returns from such acquisitions will support the investment required to acquire them or the capital expenditures
needed to develop them.
Risk Factors Related to Our Financial Reporting and Corporate Governance

If we have a material weakness in our internal control over financial reporting, our ability to report our financial
results on a timely and accurate basis may be adversely affected.
Although we had no material weaknesses as of December 26, 2008, we have reported material weaknesses in our
internal control over financial reporting in the past. There can be no assurance that we will avoid a material weakness in the
future. If we have another material weakness in our internal control over financial reporting in the future, it could adversely
impact our ability to report our financial results in a timely and accurate manner.
Our use of the percentage-of-completion accounting method could result in a reduction or elimination of previously
reported profits.
A substantial portion of our revenues is recognized using the percentage-of-completion method of accounting. Under
this method of accounting, the earnings or losses recognized on individual contracts are based on estimates of contract
revenues, costs and profitability. Revisions to estimated revenues and estimated costs can and do result in changes to
revenues, costs and profits. For further information on our revenue recognition methodology, please refer to Note 1,
“Summary of Significant Accounting Policies — Revenue Recognition on Long-Term Contracts,” to the consolidated
financial statements in this annual report on Form 10-K.
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Registered holders who acquired our shares after the Redomestication must apply for enrollment in our share register
as shareholders with voting rights in order to have voting rights; we may deny such registration under certain
circumstances.
To be able to exercise voting rights, registered holders of our shares who acquired our shares after the
Redomestication must apply to us for enrollment in our share register as shareholders with voting rights. Our board of
directors may refuse to register holders of shares as shareholders with voting rights based on certain grounds. In particular,
under our articles of association, no shareholder will be registered with voting rights for 10% or more of our share capital as
recorded in the commercial register. Only shareholders that are registered as shareholders with voting rights on the relevant
record date are permitted to participate in and vote at a general shareholders’ meeting. Registered holders who received our
shares as a result of the Redomestication are registered as shareholders with voting rights and shareholders who hold in
“street name” will be entitled to participate in and vote at a general shareholders’ meeting as a result of holding their shares
through Cede & Co.
There are provisions in our articles of association that may reduce the voting rights of our registered shares.
Our articles of association generally provide that shareholders have one vote for each registered share held by them
and are entitled to vote at all meetings of shareholders. However, our articles of association provide that shareholders
whose “controlled shares” (as defined in the articles of association) represent 10% or more of our total voting shares are
limited to voting one vote less than 10% of the total voting rights of our share capital as registered with the commercial
register. This provision is intended to prevent the possibility of our company becoming a controlled foreign corporation for
U.S. federal income tax purposes, which could have certain adverse U.S. federal income tax consequences to U.S. persons
who own (directly, indirectly or under applicable constructive ownership rules) 10% or more of our voting shares. It may
also have an anti-takeover effect by making it more difficult for a third party to acquire us without the consent of our board
of directors.
Following the Redomestication, as a result of the higher par value of our shares, we have less flexibility than we had
prior to the Redomestication with respect to certain aspects of capital management.
The par value of our shares is CHF 3.00 per share. The par value of Foster Wheeler Ltd.’s common shares was $0.01 per
share. Under Swiss law, we may not issue our shares below par value. As of February 13, 2009, the closing price of our
registered shares on the NASDAQ Global Select Market was $22.75, and CHF 3.00 was equivalent to approximately $2.58
based on a foreign exchange rate of CHF 1.1617 to $1.00 on such date. In the event we need to raise common equity capital
at a time when the trading price of our shares is below the par value of the shares, we will be unable to issue shares. In
addition, we will not be able to issue options under our various compensation and benefits plans with an exercise price
below the par value, which would limit the flexibility of our compensation arrangements.
Following the Redomestication, as a result of increased shareholder approval requirements, we have less flexibility
than we had before the Redomestication with respect to certain aspects of capital management.
Under Bermuda law, Foster Wheeler Ltd.’s directors were able to issue, without shareholder approval, any common
shares authorized in Foster Wheeler Ltd.’s memorandum of association that were not issued or reserved. Bermuda law also
provides the board of directors with substantial flexibility in establishing the terms of preferred shares. In addition, Foster
Wheeler Ltd.’s board of directors had the right, subject to statutory limitations, to declare and pay dividends on Foster
Wheeler Ltd.’s common shares without a shareholder vote. Swiss law allows our shareholders to authorize share capital that
can be issued by the board of directors without shareholder approval, but our authorization is limited to CHF 189,623,871
divided into 63,207,957 registered shares with a par value of CHF 3.00 per share and must be renewed by the shareholders
every two years. Additionally, subject to specified exceptions, including the exceptions described in our articles of
association, Swiss law grants preemptive rights to existing shareholders to subscribe for new issuances of shares and other
securities. Swiss law also does not provide as much flexibility in the various terms that can attach to different classes of
shares. For example, while the board of directors of Foster Wheeler Ltd. could authorize the issuance of preferred stock
without shareholder approval, we may not issue preferred stock without the approval of 662/3% of the votes cast and a
majority of the par value of the registered shares
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represented at a general meeting of our shareholders. Swiss law also reserves for approval by shareholders many corporate
actions over which Foster Wheeler Ltd.’s board of directors had authority. For example, dividends must be approved by
shareholders. While we do not believe that the differences between Bermuda law and Swiss law relating to our capital
management will have an adverse effect on us, we cannot assure you that situations will not arise where such flexibility
would have provided substantial benefits to our shareholders.
We are required to declare dividends in Swiss francs and any currency fluctuations between the U.S. dollar and Swiss
francs will affect the dollar value of the dividends we pay.
Under Swiss corporate law, we are required to declare dividends, including distributions through a reduction in par
value, in Swiss francs. Dividend payments will be made by our transfer agent in U.S. dollars converted at the applicable
exchange rate shortly before the payment date. As a result, shareholders will be exposed to fluctuations in the exchange rate
between the date used for purposes of calculating the CHF amount of any proposed dividend or par value reduction and
the relevant payment date, which will not be shorter than two months and could be as long as a year.
We may not be able to make distributions or repurchase shares without subjecting our shareholders to Swiss
withholding tax.
If we are not successful in our efforts to make distributions, if any, through a reduction of par value or, based on
current legislation, after January 1, 2011, pay dividends, if any, out of qualifying additional paid-in capital, then any
dividends paid by us will generally be subject to a Swiss federal withholding tax at a rate of 35%. The withholding tax must
be withheld from the gross distribution and paid to the Swiss Federal Tax Administration. A U.S. holder that qualifies for
benefits under the Convention between the United States of America and the Swiss Confederation for the Avoidance of
Double Taxation with Respect to Taxes on Income, which we refer to as the “U.S.-Swiss Treaty,” may apply for a refund of
the tax withheld in excess of the 15% treaty rate (or in excess of the 5% reduced treaty rate for qualifying corporate
shareholders with at least 10% participation in our voting stock, or for a full refund in case of qualified pension funds).
Payment of a capital distribution in the form of a par value reduction is not subject to Swiss withholding tax. However, there
can be no assurance that our shareholders will approve a reduction in par value, that we will be able to meet the other legal
requirements for a reduction in par value, or that Swiss withholding rules will not be changed in the future. In addition, over
the long term, the amount of par value available for us to use for par value reductions will be limited. If we are unable to
make a distribution through a reduction in par value or, based on current legislation, after January 1, 2011, pay a dividend
out of qualifying additional paid-in capital, we may not be able to make distributions without subjecting our shareholders to
Swiss withholding taxes.
We have anti-takeover provisions in our articles of association that may discourage a change of control.
Our articles of association contain provisions that could make it more difficult for a third-party to acquire us without
the consent of our board of directors. These provisions provide for:
• The board of directors to be divided into three classes serving staggered three-year terms. In addition, directors may
be removed from office, by the affirmative vote of the holders of two-thirds of the issued shares generally entitled to
vote. These provisions of our articles of association may delay or limit the ability of a shareholder to obtain majority
representation on the board of directors.
• Limiting the voting rights of shareholders whose “controlled shares” (as defined in the articles of association)
represent 10% or more of our total voting shares to one vote less than 10% of the total voting rights of our share
capital as registered with the Swiss commercial register.
These provisions could make it more difficult for a third-party to acquire us, even if the third-party’s offer may be
considered beneficial by many shareholders. As a result, shareholders may be limited in their ability to obtain a premium for
their shares.
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We are a Swiss company and it may be difficult for you to enforce judgments against us or our directors and executive
officers.
Foster Wheeler AG is a Swiss corporation. As a result, the rights of our shareholders are governed by Swiss law and
by our articles of association and organizational regulations. The rights of shareholders under Swiss law may differ from the
rights of shareholders of companies of other jurisdictions. A substantial portion of our assets are located outside the
United States. It may be difficult for investors to enforce in the United States judgments obtained in U.S. courts against us
or our directors based on the civil liability provisions of the U.S. securities laws. Uncertainty exists as to whether courts in
Switzerland will enforce judgments obtained in other jurisdictions, including in the United States, under the securities laws
of those jurisdictions or entertain actions in Switzerland under the securities laws of other jurisdictions.
ITEM 1B. UNRESOLVED STAFF COMMENTS

None.
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ITEM 2. PROPERTIES
The following table provides the name of each subsidiary that owns or leases materially important physical properties,
along with the location and general use of each of our properties as of December 26, 2008, and the business segment in
which each property is grouped. All or part of the listed properties may be leased or subleased to other affiliates. All
properties are in good condition and adequate for their intended use.
C om pany (Bu sin e ss S e gm e n t*) Bu ilding Le ase

an d Location Use Lan d Are a S qu are Fe e t Expire s (1)
Foster Wheeler Realty Services, Inc. (C&F)

Union Township, New Jersey Investment in undeveloped land 203.8 acres — —
Union Township, New Jersey General office & engineering 29.4 acres 294,000 2022
Union Township, New Jersey Storage and reproduction facilities 10.8 acres 30,400 —
Livingston, New Jersey Research center 6.7 acres 51,355 —
Foster Wheeler Asia Pacific Pte. Ltd. (E&C)

Singapore Office & engineering — 22,873 2009
Singapore Office & engineering — 80,039 2010
Foster Wheeler Bengal Private Limited (E&C)

Kolkata, India Office & engineering — 29,204 2017
Foster Wheeler Bimas Birlesik Insaat ve Muhendislik A.S. (E&C)

Istanbul, Turkey Office & engineering — 25,833 2010
Foster Wheeler Chile, S.A. (E&C)

Santiago, Chile Office & engineering — 16,071 2011
Foster Wheeler France S.A. (E&C)

Paris, France Office & engineering — 18,008 2011
Paris, France Office & engineering — 64,584 2013
Paris, France Warehouse — 12,109 2013
Provence, France Office & engineering — 11,517 2011
Foster Wheeler India Private Limited (E&C)

Chennai, India Office & engineering — 9,681 2010
Foster Wheeler International Corporation -Thailand Branch (E&C)

Sriracha, Thailand Office & engineering — 121,299 2009
Foster Wheeler Italiana S.p.A. (E&C)

Milan, Italy Office & engineering — 152,764 2011
Milan, Italy Office & engineering — 10,764 2012
Milan, Italy Office & engineering — 121,870(2) 2014
Foster Wheeler Limited (England) (E&C)

Glasgow, Scotland Office & engineering 2.3 acres 28,798(2) —
Reading, England Office & engineering — 76,711 2011
Reading, England Office & engineering 14.0 acres 395,521 2024
Reading, England Investment in undeveloped land 12.0 acres — —
Teesside, England Office & engineering — 18,001 2014
Foster Wheeler South Africa (PTY) Limited (E&C)

Midrand, South Africa Office & engineering — 55,294 2011
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C om pany (Bu sin e ss S e gm e n t*) Bu ilding Le ase

an d Location Use Lan d Are a S qu are Fe e t Expire s (1)
Foster Wheeler USA Corporation (E&C)
Houston, Texas Office & engineering — 74,025 2009
Houston, Texas Office & engineering — 332,000 2018
McGregor, Texas Storage facilities 15.0 acres 24,000 —
Foster Wheeler Iberia, S.A. (E&C and GPG)

Madrid, Spain Office & engineering 5.5 acres 110,000 2015
Foster Wheeler International Engineering & Consulting (Shanghai) Company Limited (E&C and GPG)
Shanghai, China Office & engineering — 50,490 2009
Foster Wheeler Energi Aktiebolag (GPG)

Norrkoping, Sweden Manufacturing & office — 38,029 2014
Foster Wheeler Energia Oy (GPG)

Varkaus, Finland Manufacturing & office 22.2 acres 366,716 —
Varkaus, Finland Office & engineering — 100,750 2031
Espoo, Finland Office & engineering — 14,639 2011
Foster Wheeler Energia Polska Sp. z o.o. (GPG)

Sosnowiec, Poland Office & engineering — 25,629 (5)
Foster Wheeler Energia, S.A. (GPG)

Tarragona, Spain Manufacturing & office 25.6 acres 77,794 —
Foster Wheeler Energy FAKOP Sp. z o.o. (GPG)

Sosnowiec, Poland Manufacturing & office 19.5 acres 293,058(3) 2089
Foster Wheeler International Trading (Shanghai) Company Limited (GPG)

Foster Wheeler Power Machinery Company Limited (GPG)

Xinhui, Guangdong, China Manufacturing 2.6 acres — (5)
Xinhui, Guangdong, China Manufacturing 3.2 acres — 2012
Xinhui, Guangdong, China Storage — 54,412 2009
Xinhui, Guangdong, China Manufacturing & office 29.2 acres 362,257(4) 2045
Foster Wheeler Power Systems, Inc. (GPG)

Camden, New Jersey Waste-to-energy plant 18.0 acres — 2015
Talcahuano, Chile Cogeneration plant-facility site 21.0 acres — 2035
Martinez, California Cogeneration plant 6.4 acres — 2020
Foster Wheeler Pyropower, Inc. (GPG)

Ridgecrest, California Office & storage facilities — 10,000 (6)
Foster Wheeler Service (Thailand) Limited (GPG)

Rayong, Thailand Manufacturing & office 3.15 acres 41,915 2017
* Designation of Business Segments: E&C - Global Engineering & Construction Group

GPG - Global Power Group
C&F - Corporate & Finance Group
(1) Represents leases in which Foster Wheeler is the lessee. Properties for which a lease expiration is not indicated are
owned.
(2) Portion or entire facility leased or subleased to third parties.
(3) 53% ownership interest.
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(4) 52% ownership interest.

(5) Lease facilities on a month-to-month basis with no contractual termination date.
(6) Foster Wheeler Pyropower, Inc. provided notice to terminate the lease in February 2009.
ITEM 3. LEGAL PROCEEDINGS

For information on asbestos claims and other material litigation affecting us, see Item 1A, “Risk Factors,” Item 7,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations — Application of Critical
Accounting Estimates” and Note 19, “Litigation and Uncertainties,” to our consolidated financial statements in this annual
report on Form 10-K.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of our security holders during the quarter ended December 26, 2008.
At a special court-ordered meeting of common shareholders held on January 27, 2009, the common shareholders of
Foster Wheeler Ltd. approved a scheme of arrangement under Bermuda law, which is described in Item 1, “Business — The
Redomestication,” as well as a related proposal to adjourn the meeting to a later date had there been insufficient votes to
approve the scheme of arrangement. The voting results of the special court-ordered meeting of common shareholders were
as follows:
Brok e r
For Again st Abste n tion s Non -Vote s
Approval of scheme of arrangement
— Number of shareholders casting votes 904 128 44 0
— Number of shares cast 79,315,915 667,631 388,638 0
Approval of motion to adjourn 70,777,260 9,228,222 366,702 0
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
As a result of the Redomestication described in Item 1, “Business — The Redomestication,” on February 9, 2009 Foster
Wheeler AG became the parent company of our group of companies and its registered shares were listed on the NASDAQ
Global Select Market under the symbol “FWLT,” the same symbol under which Foster Wheeler Ltd. common shares were
previously listed. The share information below relates to sales prices of Foster Wheeler Ltd. common shares prior to the
Redomestication.
On January 8, 2008, the shareholders of Foster Wheeler Ltd. approved an increase in its authorized share capital at a
shareholders meeting which was necessary in order to effect a two-for-one stock split of Foster Wheeler Ltd.’s common
shares in the form of a stock dividend to Foster Wheeler Ltd.’s common shareholders in the ratio of one additional Foster
Wheeler Ltd. common share in respect of each common share outstanding. As a result of these capital alterations, all
references to common share prices, share capital, the number of shares, stock options, restricted awards, per share amounts,
cash dividends, and any other reference to shares in this annual report on Form 10-K, unless otherwise noted, have been
adjusted to reflect the stock split on a retroactive basis.
On November 29, 2004, the Foster Wheeler Ltd. shareholders approved a series of capital alterations including the
consolidation of Foster Wheeler Ltd.’s authorized common share capital at a ratio of one-for-twenty and a reduction in the
par value of Foster Wheeler Ltd.’s common shares and preferred shares. As a result of these capital alterations, all
references to common share prices, share capital, the number of shares, stock options, restricted awards, per share amounts,
cash dividends, and any other reference to shares in this annual report on Form 10-K, unless otherwise noted, have been
adjusted to reflect such capital alterations on a retroactive basis.
The following chart lists the quarterly high and low sales prices of Foster Wheeler Ltd.’s common shares on the
NASDAQ Global Select Market during our fiscal years 2008 and 2007.
Fiscal Q u arte rs En de d
March 28, Ju n e 27, S e pte m be r 26, De ce m be r 26,
2008 2008 2008 2008
Common share prices:
High $ 85.65 $ 79.97 $ 75.00 $ 36.57
Low $ 46.05 $ 55.86 $ 33.10 $ 13.86
March 30, Ju n e 29, S e pte m be r 28, De ce m be r 28,
2007 2007 2007 2007
Common share prices:
High $ 29.80 $ 55.19 $ 68.40 $ 84.24
Low $ 23.25 $ 28.97 $ 42.17 $ 63.24
We had 2,858 shareholders of record and 126,416,237 registered shares outstanding as of February 13, 2009.
We have not declared or paid a cash dividend since July 2001 and we do not have any plans to declare or pay any cash
dividends. Our current domestic senior credit agreement contains limitations on our ability to pay cash dividends.
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Performance Graph
The stock performance graph below shows how an initial investment of $100 in the common shares of Foster Wheeler
Ltd. would have compared over a five-year period with an equal investment in (1) the S&P 500 Index and (2) industry peer
group index that consists of several peer companies (referred to as the “Peer Group”) as defined below.
Comparision of Cumulative Total Return
(PERFORMANCE GRAPH)
In the preparation of the line graph, we used the following assumptions: (i) $100 was invested in each of the common
shares of Foster Wheeler Ltd., the S&P 500 Index and the Peer Group on December 26, 2003, (ii) dividends, if any, were
reinvested, and (iii) the investments were weighted on the basis of market capitalization.
Fiscal Ye ars En de d
De ce m be r 26, De ce m be r 31, De ce m be r 30, De ce m be r 29, De ce m be r 28, De ce m be r 26,
2003 2004 2005 2006 2007 2008
Foster Wheeler Ltd. $ 100.00 $ 70.85 $ 164.20 $ 246.16 $ 697.63 $ 209.29
S&P 500 Index 100.00 112.50 118.03 136.67 145.18 87.77
Peer Group(1) 100.00 129.64 198.21 241.70 487.76 177.87
(1) The following companies comprise the Peer Group: Chicago Bridge & Iron Company N.V., Fluor Corporation, Jacobs
Engineering Group Inc., KBR, Inc., McDermott International, Inc. and Shaw Group, Inc. The Peer Group consists of
companies that were compiled by us for benchmarking the performance of our common shares.
Recent Sales of Unregistered Securities

Foster Wheeler AG was incorporated in Switzerland as a wholly-owned subsidiary of Foster Wheeler Ltd. on
November 25, 2008. In connection with the incorporation, Foster Wheeler Ltd. purchased 33,334 registered shares, par value
CHF 3.00 per share, of Foster Wheeler AG on such date for an aggregate purchase price of CHF 100,002 (approximately
$82,373.95 at the exchange rate in effect as of November 25, 2008). No underwriting commissions or discounts were paid
with respect to the sale of these shares. The sale was made in reliance on Section 4(2) of the Securities Act of 1933, as
amended, as a transaction by an issuer not involving a public offering.
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Issuer Purchases of Equity Securities (amounts in thousands of dollars, except share data and per share amounts)
On September 12, 2008, we announced a share repurchase program pursuant to which we were authorized to
repurchase up to $750,000 of the outstanding common shares of Foster Wheeler Ltd. Prior to the completion of the
Redomestication, Foster Wheeler Ltd., as sole shareholder of Foster Wheeler AG, approved a share repurchase program
pursuant to which Foster Wheeler AG is authorized to repurchase up to $264,773 of its outstanding registered shares and
designate the repurchased shares for cancellation. The amount authorized for repurchase of registered shares under the
Foster Wheeler AG program is equal to the amount that remained available for repurchases under the Foster Wheeler Ltd.
program as of February 9, 2009, the date of the completion of the Redomestication. The Foster Wheeler AG program
replaces the Foster Wheeler Ltd. program, and no further repurchases will be made under the Foster Wheeler Ltd. program.
The following table provides information with respect to common share purchases during the fiscal fourth quarter of 2008.
Approxim ate Dollar

Total Num be r of Value of S h are s
S h are s Purchase d as that May Ye t Be
Part of Pu blicly Purchase d Un de r
Total Num be r of Ave rage Price Paid An n ou n ce d Plans or the Plans or
Fiscal Mon th S h are s Purchase d(1) pe r S h are Program s Program s
September 27, 2008 through
October 24, 2008 9,233,394 $ 31.19 9,233,394
October 25, 2008 through
November 21, 2008 — — —
November 22, 2008 through
December 26, 2008 7,579,577 19.43 7,579,577
Total 16,812,971 $ 25.89 16,812,971(2) $ 264,773
(1) During the fiscal fourth quarter of 2008, we repurchased an aggregate of 16,812,971 common shares of Foster Wheeler
Ltd. in open market transactions pursuant to the repurchase program that was publicly announced on September 12,
2008 and which authorizes us to repurchase up to $750,000 of our outstanding common shares. The Foster Wheeler AG
repurchase program, which replaced the Foster Wheeler Ltd. program as of February 9, 2009 (as described above), has
no expiration date and may be suspended for periods or discontinued at any time. We did not repurchase any Foster
Wheeler Ltd. common shares other than through our publicly announced repurchase program.
(2) As of December 26, 2008, an aggregate of 18,098,519 shares were purchased for a total of $485,227 since the inception of
the repurchase program announced on September 12, 2008.
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ITEM 6. SELECTED FINANCIAL DATA
FOSTER WHEELER LTD.

COMPARATIVE FINANCIAL STATISTICS
(amounts in thousands of dollars, except share data and per share amounts)
De ce m be r 26, De ce m be r 28, De ce m be r 29, De ce m be r 30, De ce m be r 31,
2008 2007 2006 2005 2004
S tatement of Operations Data:
Operating revenues $ 6,854,290 $ 5,107,243 $ 3,495,048 $ 2,199,955 $ 2,661,324
Income/(loss) before income taxes 623,648(1) 530,294(3) 343,693(4) (70,181)(5) (232,172)(6)
Provision for income taxes (97,028)(2) (136,420) (81,709) (39,568) (53,122)
Net income/(loss) $ 526,620 $ 393,874 $ 261,984 $ (109,749) $ (285,294)
Earnings/(loss) per common share:(7)
Basic $ 3.73 $ 2.78 $ 1.82(8) $ (1.18) $ (28.92)
Diluted $ 3.68 $ 2.72 $ 1.72(8) $ (1.18) $ (28.92)
Shares outstanding:(7)
Weighted-average number of
common shares outstanding for
basic earnings/(loss) per common
share 141,149,590 141,661,046 132,996,384 93,140,176 9,864,740
Effect of dilutive securities 1,954,440 3,087,176 8,221,592 * *
Weighted-average number of
common shares outstanding for
diluted earnings/(loss) per
common share 143,104,030 144,748,222 141,217,976 93,140,176 9,864,740
As of
De ce m be r 26, De ce m be r 28, De ce m be r 29, De ce m be r 30, De ce m be r 31,
2008 2007 2006 2005 2004
Balance S heet Data:
Current assets $ 1,790,186 $ 2,044,383 $ 1,389,628 $ 851,523 $ 1,039,458
Current liabilities 1,488,614 1,523,773 1,247,603 997,564 1,251,581
Working capital 301,572 520,610 142,025 (146,041) (212,123)
Land, buildings and equipment, net 383,209 337,485 302,488 258,672 280,305
Total assets 3,011,254 3,248,988 2,565,549 1,894,706 2,177,699
Long-term debt (including current
installments) 217,364 205,346 202,969 315,412 570,073
Total temporary equity 7,586 2,728 983 — —
Total shareholders’ equity/(deficit) 392,562 571,041 62,727 (341,158) (525,565)
Other Data:
Unfilled orders (in terms of future
revenues), end of year $ 5,504,400 $ 9,420,400 $ 5,431,400 $ 3,692,300 $ 2,048,100
New orders booked (in terms of future
revenues) 4,056,000 8,882,800 4,892,200 4,163,000 2,437,100
(1) Includes in fiscal year 2008: a charge of $9,000 in our Global Power Group primarily for severance-related
postemployment benefits in accordance with Statement of Financial Accounting Standards, or SFAS, 112, “Employers’
Accounting for Postemployment Benefits an amendment of FASB Statements No. 5 and 43”; and a net charge of $6,600
on the revaluation of our asbestos liability and related asset resulting primarily
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from increased asbestos defense costs projected through year-end 2023 of $42,700, partially offset by gains of $36,100
on the settlement of coverage litigation with certain insurance carriers.
(2) Includes in fiscal year 2008: a benefit of $24,100 related to the net impact of deferred tax valuation allowance adjustments
at two of our non-U.S. subsidiaries.
(3) Includes in fiscal year 2007: gains of $13,500 on the settlement of coverage litigation with certain asbestos insurance
carriers; and a charge of $7,400 on the revaluation of our asbestos liability and related asset resulting primarily from
increased asbestos defense costs projected through year-end 2022 and from our rolling 15 year asbestos liability
estimate.
(4) Includes in fiscal year 2006: net asbestos-related gains of $115,700 primarily from the settlement of coverage litigation
with certain asbestos insurance carriers; a charge of $15,600 on the revaluation of our asbestos liability and related
asset resulting primarily from increased asbestos defense costs projected through year-end 2021 and from our rolling
15 year asbestos liability estimate; an aggregate charge of $15,000 in conjunction with the voluntary termination of our
prior domestic senior credit agreement; and a net charge of $12,500 in conjunction with the debt reduction initiatives
completed in April and May 2006.
(5) Includes in fiscal year 2005: a charge of $113,700 on the revaluation of our asbestos liability and related asset; credit
agreement costs associated with our prior domestic senior credit facility of $3,500; and an aggregate charge of $58,300
recorded in conjunction with the exchange offers for our trust preferred securities and our senior notes due 2011, which
we refer to as our 2011 senior notes.
(6) Includes in fiscal year 2004: a gain of $19,200 on the sales of minority equity interests in special-purpose companies
established to develop power plant projects in Europe; a loss of $3,300 on the sale of 10% of our equity interest in a
waste-to-energy project in Italy; a charge of $75,800 on the revaluation of asbestos related asset as a result of an
adverse court decision in asbestos coverage allocation litigation; a net gain of $15,200 on the settlement of coverage
litigation with certain asbestos insurance carriers; restructuring and credit agreement costs of $17,200; a net charge of
$175,100 recorded in conjunction with the 2004 equity-for-debt exchange; and charges for severance cost of $5,700.
(7) Amounts give retroactive effect to the two-for-one stock split that was effective January 22, 2008 and the one-for-
twenty reverse stock split that was effective November 29, 2004.
(8) As described further in Note 13 to the consolidated financial statements in this annual report on Form 10-K, we
completed two common share purchase warrant offer transactions in January 2006. The fair value of the additional
shares issued as part of the warrant offer transactions reduced net income attributable to our common shareholders
when calculating earnings/(loss) per common share. The fair value of the additional shares issued was $19,445.
* The impact of potentially dilutive securities such as outstanding stock options, warrants to purchase common shares,
and the non-vested portion of restricted common shares and restricted common share units were not included in the
calculation of diluted loss per common share in loss periods due to their antidilutive effect.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS (amounts in thousands of dollars, except share data and per share amounts)
The following is management’s discussion and analysis of certain significant factors that have affected our financial
condition and results of operations for the periods indicated below. This discussion and analysis should be read in
conjunction with our consolidated financial statements and notes thereto included in this annual report on Form 10-K.
Safe Harbor Statement

This management’s discussion and analysis of financial condition and results of operations, other sections of this
annual report on Form 10-K and other reports and oral statements made by our representatives from time to time may
contain forward-looking statements that are based on our assumptions, expectations and projections about Foster Wheeler
AG and the various industries within which we operate. These include statements regarding our expectations about
revenues (including as expressed by our backlog), our liquidity, the outcome of litigation and legal proceedings and
recoveries from customers for claims, and the costs of current and future asbestos claims and the amount and timing of
related insurance recoveries. Such forward-looking statements by their nature involve a degree of risk and uncertainty. We
caution that a variety of factors, including but not limited to the factors described under Item 1A, “Risk Factors” and the
following, could cause business conditions and our results to differ materially from what is contained in forward-looking
statements:
• benefits, effects or results of our redomestication;
• changes in the rate of economic growth in the United States and other major international economies;
• changes in investment by the oil and gas, oil refining, chemical/petrochemical and power industries;
• changes in the financial condition of our customers;
• changes in regulatory environments;
• changes in project design or schedules;
• contract cancellations;
• changes in our estimates of costs to complete projects;
• changes in trade, monetary and fiscal policies worldwide;
• compliance with laws and regulations relating to our global operations;
• currency fluctuations;
• war and/or terrorist attacks on facilities either owned by us or where equipment or services are or may be provided
by us;
• interruptions to shipping lanes or other methods of transit;
• outcomes of pending and future litigation, including litigation regarding our liability for damages and insurance
coverage for asbestos exposure;
• protection and validity of our patents and other intellectual property rights;
• increasing competition by non-U.S. and U.S. companies;
• compliance with our debt covenants;
• recoverability of claims against our customers and others by us and claims by third parties against us; and
• changes in estimates used in our critical accounting policies.
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Other factors and assumptions not identified above were also involved in the formation of these forward-looking
statements and the failure of such other assumptions to be realized, as well as other factors, may also cause actual results to
differ materially from those projected. Most of these factors are difficult to predict accurately and are generally beyond our
control. You should consider the areas of risk described above in connection with any forward-looking statements that may
be made by us.
In addition, this management’s discussion and analysis of financial condition and results of operations contains
several statements regarding current and future general global economic conditions. These statements are based on our
compilation of economic data and analyses from a variety of external sources. While we believe these statements to be
reasonably accurate, global economic conditions are difficult to analyze and predict and are subject to significant
uncertainty and as a result, these statements may prove to be wrong.
We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information,
future events or otherwise. You are advised, however, to consult any additional disclosures we make in proxy statements,
quarterly reports on Form 10-Q, annual reports on Form 10-K and current reports on Form 8-K filed with the Securities and
Exchange Commission.
Overview
We operate through two business groups — the Global Engineering & Construction Group, which we refer to as our
Global E&C Group, and our Global Power Group. In addition to these two business groups, we also report corporate center
expenses and expenses related to certain legacy liabilities, such as asbestos, in the Corporate and Finance Group, which we
refer to as the C&F Group.
Since fiscal year 2007, we have been exploring acquisitions within the engineering and construction industry to
strategically complement or expand on our technical capabilities or access to new market segments. During fiscal year 2008,
we acquired a U.S.-based biopharmaceutical engineering company as part of our strategy to enhance our positioning in the
pharmaceutical marketplace, especially in the U.S., and we acquired the majority of the assets and work force of an
engineering design company, with an engineering center in Kolkata, India, which provides engineering services to the
petrochemical, refining, upstream oil and gas and power industries. We are also exploring acquisitions within the power
industry to complement our product offering. However, there is no assurance that we will consummate acquisitions in the
future.
Subsequent to the fiscal year ended December 26, 2008, at a special court-ordered meeting of common shareholders
held on January 27, 2009, the common shareholders of Foster Wheeler Ltd. approved a scheme of arrangement under
Bermuda law. On February 9, 2009, after receipt of the approval of the scheme of arrangement by the Supreme Court of
Bermuda and the satisfaction of certain other conditions, the transactions contemplated by the scheme of arrangement were
effected. Pursuant to the scheme of arrangement, among other things, all previously outstanding whole common shares of
Foster Wheeler Ltd. were cancelled and the common shareholders of Foster Wheeler Ltd. became common shareholders of
Foster Wheeler AG, and Foster Wheeler Ltd. became a wholly-owned subsidiary of Foster Wheeler AG, a holding company
that owns the stock of its various subsidiary companies. The steps of the scheme of arrangement together with certain
related transactions, which are collectively referred to as the “Redomestication,” effectively changed our place of
incorporation from Bermuda to the Canton of Zug, Switzerland. Please refer to Item 1, “Business — Redomestication,” and
to Note 21 to the consolidated financial statements in this annual report on Form 10-K for further information related to the
Redomestication including summary pro forma financial information as of December 26, 2008.
Fiscal Year 2008 Results
We earned record net income in fiscal year 2008, driven primarily by strong operating performance from both our Global
E&C Group and our Global Power Group. During fiscal year 2008, we reported net income of
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$526,600 compared to net income of $393,900 in fiscal year 2007. The increase in net income in fiscal year 2008, compared to
fiscal year 2007, resulted primarily from the following:
• Increased contract profit of $151,300 mainly driven by the increased volume of operating revenues, excluding flow-
through revenues which do not impact contract profit. See “— Results of Operations-Operating Revenues” below
for a more detailed discussion of flow-through revenues. Additionally, the contract profit increase included the net
impact of the following:
• A $7,500 commitment fee received in fiscal year 2008 for a contract that our Global Power Group was not awarded.
• The net impact to contract profit for charges of $6,700 and $30,000 in fiscal years 2008 and 2007, respectively, on a
legacy project in our Global Power Group. Please refer to Note 19 to the consolidated financial statements in this
annual report on Form 10-K for further information on this legacy project.
• A $9,600 increase in fiscal year 2007 for the contract profit portion of the favorable resolution of project claims,
described below.
• Income earned in tax jurisdictions with tax rates lower than the U.S. statutory rate, which contributed to an
approximate fourteen-percentage point reduction in the effective tax rate for fiscal year 2008.
• A net valuation allowance decrease consisting primarily of a reversal of our valuation allowance on deferred tax
assets in one of our non-U.S. subsidiaries and a decrease in our valuation allowance because we recognized
earnings in jurisdictions where we continue to maintain a full valuation allowance partially offset by the
establishment of a valuation allowance on deferred tax assets in another of our non-U.S. subsidiaries. Total changes
in our valuation allowance contributed to an approximate six-percentage point reduction in the effective tax rate for
fiscal year 2008.
These increases were partially offset by the following:
• A net asbestos-related provision of $6,600 in our C&F Group in fiscal year 2008 on the revaluation of our asbestos
liability and related asset resulting primarily from increased asbestos defense costs projected through year-end 2023
of $42,700 offset by gains of $36,100 on the settlement of coverage litigation with certain insurance carriers.
• A charge of $9,000 in our Global Power Group primarily for severance-related postemployment benefits in
accordance with Statement of Financial Accounting Standards, or SFAS, No. 112, “Employers’ Accounting for
Postemployment Benefits an amendment of FASB Statements No. 5 and 43.” The severance charge results from our
efforts to right-size our power business to match anticipated market conditions in fiscal year 2009. The $9,000 charge
decreased contract profit by $6,600, increased selling, general and administrative expenses by $2,100 and increased
other deductions, net by $300.
• An increase in selling, general and administrative expenses of $37,600 in fiscal year 2008, compared to fiscal year
2007, inclusive of $2,100 of severance-related charges described above.
• A net asbestos-related gain of $6,100 in our C&F Group in fiscal year 2007, related to gains of $13,500 on the
settlement of coverage litigation with certain asbestos insurance carriers and a charge of $7,400 on the revaluation of
our asbestos liability and related asset.
• A $14,400 gain in our Global Power Group related to favorable resolution of project claims in fiscal year 2007. The
$14,400 gain increased contract profit by $9,600 and interest income by $4,000 and reduced other deductions, net by
$800.
Additional highlights included the following:
• Our consolidated operating revenues increased 34% to $6,854,300 in fiscal year 2008, as compared to $5,107,200 in
fiscal year 2007. The increase in operating revenues in fiscal year 2008 reflects increased flow-through revenues of
$1,376,400 and greater business activity in both our Global E&C Group and our Global Power Group.
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• We generated net cash from operating activities of $428,900.

• Our consolidated new orders, measured in terms of future revenues, were $4,056,000 in fiscal year 2008, as compared
to $8,882,800 in fiscal year 2007.
• Our consolidated backlog of unfilled orders, measured in future revenues, as of December 26, 2008 was $5,504,400, as
compared to $9,420,400 as of December 28, 2007.
• Our consolidated backlog, measured in terms of Foster Wheeler scope (as defined in the section entitled
“— Backlog and New Orders” within this Item 7), as of December 26, 2008 was $2,539,300, as compared to $3,294,600
as of December 28, 2007.
Challenges and Drivers
Our primary operating focus continues to be booking quality new business and executing our contracts well. The
global markets in which we operate are largely dependent on overall economic growth and the resultant demand for oil and
gas, electric power, petrochemicals and refined products.
In our Global E&C business, long-term demand is forecasted to be strong for the end products produced by our
clients, and is expected to continue to stimulate investment by our clients in new and expanded plants. Therefore, attracting
and retaining qualified technical personnel to execute the existing backlog of unfilled orders and future bookings will
continue to be a management priority. Equally important is ensuring that we maintain an appropriate management
infrastructure to integrate and manage the technical personnel. We believe the primary drivers and constraints in our Global
E&C market are: global economic growth, our clients’ long-term view of oil and natural gas prices and end product demand,
and scope and timing of client investments. See “— Results of Operations-Business Segments-Global E&C Group-Overview
of Segment” below for an additional discussion of the challenges and drivers that impact our Global E&C Group, including
our view of the current global economic outlook.
In our Global Power Group business, we believe the primary drivers and constraints in the global steam generator
market are: economic growth, power plant price inflation, concern related to greenhouse gas emissions, entry into new
geographic markets, impact of environmental regulation, and capacity constraints of electricity markets. These drivers differ
across world regions, countries and provinces. See “— Results of Operations-Business Segments-Global Power Group-
Overview of Segment” below for an additional discussion of the challenges and drivers that impact our Global Power Group,
including our view of the current global economic outlook.
New Orders
The Global E&C Group’s new orders, measured in future revenues, decreased to $2,707,500 in fiscal year 2008, as
compared to $6,874,600 in fiscal year 2007. These new orders are inclusive of estimated flow-through revenues, as defined
below, of $604,600 and $4,723,800 for fiscal years 2008 and 2007, respectively.
The Global Power Group’s new orders decreased to $1,348,500 in fiscal year 2008, as compared to $2,008,200 in fiscal
year 2007. Our new orders in fiscal year 2008 were impacted by the delays we have seen in some of the power markets that
we serve.
The challenges and drivers for each of our Global E&C Group and our Global Power Group are discussed in more detail
in the section entitled “— Business Segments,” within this Item 7.
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Results of Operations:
Operating Revenues:
De ce m be r 26, De ce m be r 28, De ce m be r 29,
2008 2007 2006
Amount $ 6,854,290 $ 5,107,243 $ 3,495,048
$ Change 1,747,047 1,612,195
% Change 34.2% 46.1%
The composition of our operating revenues varies from period to period based on the portfolio of contracts in
execution during any given period. Our operating revenues are therefore dependent on our portfolio of contracts, the
strength of the various geographic markets and industries we serve and our ability to address those markets and industries.
The geographic dispersion of our consolidated operating revenues for fiscal years 2008, 2007 and 2006 based upon
where the project is being executed, were as follows:
2008 vs 2007 2007 vs 2006
2008 2007 $ C h an ge % C h an ge 2006 $ C h an ge % C h an ge
Asia $1,575,383 $ 964,006 $ 611,377 63% $ 412,984 $ 551,022 133%
Australasia* 1,745,039 709,073 1,035,966 146% 616,700 92,373 15%
Europe 1,451,670 1,329,971 121,699 9% 997,440 332,531 33%
Middle East 858,592 1,006,287 (147,695) (15)% 470,746 535,541 114%
North America 1,056,209 957,294 98,915 10% 876,655 80,639 9%
South America 167,397 140,612 26,785 19% 120,523 20,089 17%
Total $6,854,290 $5,107,243 $1,747,047 34% $3,495,048 $1,612,195 46%
* Australasia primarily represents Australia, New Zealand, and the Pacific islands.
Fiscal Year 2008 vs. Fiscal Year 2007

The increase in operating revenues in fiscal year 2008, compared to fiscal year 2007, was driven by our Global E&C
Group, which experienced an operating revenue increase of $1,466,000, representing 84% of the consolidated operating
revenue increase. The operating revenue increase is the result of our Global E&C Group’s success in meeting the strong
market demand in the oil and gas, petrochemical and refining industries that stimulated investment by our customers. In
fiscal year 2008, our Global E&C Group operating revenues from these three industries increased by $1,622,500 while
operating revenues from the other industries we serve declined by $156,500. Please refer to the section entitled
“— Business Segments,” within this Item 7 for a discussion of our view of the outlook for the oil and gas, petrochemical
and refining industries.
Our Global E&C Group’s operating revenues in fiscal year 2008 included $2,914,100 of flow-through revenues. Flow-
through revenues increased by $1,377,000 from fiscal year 2007, representing 94% of the increase in our Global E&C Group’s
operating revenues and 79% of the increase in consolidated operating revenues. Flow-through revenues and costs result
when we purchase materials, equipment or third-party services on behalf of our customer on a reimbursable basis with no
profit on the materials, equipment or third-party services and where we have the overall responsibility as the contractor for
the engineering specifications and procurement or procurement services for the materials, equipment or third-party services
included in flow through costs. Flow-through revenues and costs do not impact contract profit or net earnings.
Our Global Power Group, which predominantly serves the power generation industry, contributed $281,100, or 16%, to
the increase in consolidated operating revenues in fiscal year 2008. The increase in operating revenues in our Global Power
Group was primarily attributable to the execution of projects located in Europe, North America and South America.
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Please refer to the section entitled “— Business Segments,” within this Item 7 for further information.

The increase in operating revenues in fiscal year 2007, compared to fiscal year 2006, was driven by our Global E&C
Group, which experienced an operating revenues increase of $1,462,200, representing 91% of the consolidated operating
revenues increase. In fiscal year 2007, our Global E&C Group’s operating revenues increase was driven by the oil and gas,
petrochemical and refining industries, the operating revenues from which increased by $1,554,400, while operating revenues
from the other industries experienced a slight decline.
Our Global E&C Group’s operating revenues in fiscal year 2007 included $1,537,100 of flow-through revenues, an
increase in flow-through revenues of $848,300 from fiscal year 2006, representing 58% of the increase in our Global E&C
Group’s operating revenues and 53% of the increase in consolidated operating revenues.
Our Global Power Group contributed $150,000, or 9%, to the increase in consolidated operating revenues in fiscal year
2007. The increase in operating revenues in our Global Power Group was primarily attributable to the execution of projects
located in Europe and Asia.
Contract Profit:
2008 2007 2006
Amount $ 895,646 $ 744,321 $ 507,787
$ Change 151,325 236,534
% Change 20.3% 46.6%
Contract profit is computed as operating revenues less cost of operating revenues. “Flow-through” amounts are
recorded both as operating revenues and cost of operating revenues with no contract profit. Contract profit margins are
computed as contract profit divided by operating revenues. Flow-through revenues reduce the contract profit margin
calculation as they are included in operating revenues without any corresponding impact on contract profit. As a result, we
analyze our contract profit margins excluding the impact of flow-through revenues as we believe that this is a more accurate
measure of our operating performance.

The increase in contract profit in fiscal year 2008, compared to fiscal year 2007, resulted primarily from the net impact of
the following:
• Our Global E&C Group experienced increased contract profit mainly driven by the increased volume of operating
revenues. Additionally, our Global E&C Group experienced increased contract profit margins, excluding the impact
on contract profit margins of flow-through revenues.
• Our Global Power Group experienced increased volume of operating revenues and markedly increased contract profit
margins in fiscal year 2008, as compared to fiscal year 2007, excluding the items noted below, which impacted
contract profit of our Global Power Group.
• A $7,500 increase in contract profit for a commitment fee received in fiscal year 2008 for a contract that our Global
Power Group was not awarded.
• A $6,600 decrease in contract profit for severance-related postemployment benefits in accordance with SFAS
No. 112.
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annual report on Form 10-K for further information.
• A $9,600 increase in contract profit for a gain in fiscal year 2007 related to the favorable resolution of project claims
in our Global Power Group.

The increase in contract profit in fiscal year 2007, compared to fiscal year 2006, resulted primarily from the net impact of
the following:
• Our Global E&C Group experienced increased contract profit mainly driven by the increased volume of operating
revenues. Additionally, our Global E&C Group experienced increased contract profit margins, excluding the impact
on contract profit margins of flow-through revenues.
• Our Global Power Group experienced increased volume of operating revenues and increased contract profit margins
in fiscal year 2007, as compared to fiscal year 2006, excluding the items noted below, which impacted contract profit
of our Global Power Group.
• A $9,600 increase in contract profit for a gain in fiscal year 2007 related to the favorable resolution of project claims
in our Global Power Group.
Selling, General and Administrative (SG&A) Expenses:
2008 2007 2006
Amount $ 283,883 $ 246,237 $ 225,330
$ Change 37,646 20,907
% Change 15.3% 9.3%
SG&A expenses include the costs associated with general management, sales pursuit, including proposal expenses,
and research and development costs.

The increase in SG&A expenses in fiscal year 2008, compared to fiscal year 2007, results from increases in sales pursuit
costs of $17,200, general overhead costs of $17,700, research and development costs of $700 and severance-related
postemployment benefits in accordance with SFAS No. 112 in our Global Power Group of $2,100. The increase in general
overhead costs was primarily attributable to the increased volume of business in fiscal year 2008, which drove an increase in
the number of non-technical support staff and related costs. The general overhead costs increase also includes charges
related to the settlement of pension obligations for certain former employees of $900. Please refer to Note 8 to the
consolidated financial statements included in this annual report on Form 10-K for further information.

The increase in SG&A expenses in fiscal year 2007, compared to fiscal year 2006, results from increases in sales pursuit
costs of $10,300, general overhead costs of $7,400 and research and development costs of $3,200. The increase in SG&A
expenses in fiscal year 2007, compared to fiscal year 2006, was primarily
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attributable to the increased volume of business in fiscal year 2007, which drove an increase in the number of non-technical
support staff and related costs.
Other Income, net:
2008 2007 2006
Amount $ 53,001 $ 61,410 $ 48,610
$ Change (8,409) 12,800
% Change (13.7)% 26.3%
Fiscal Year 2008

Other income, net in fiscal year 2008 consisted primarily of $33,400 in equity earnings generated from our ownership
interests in build, own and operate projects in Italy and Chile (as described further in Note 5 to the consolidated financial
statements in this annual report on Form 10-K), a $9,600 gain recognized at our Camden, New Jersey waste-to-energy facility
from the State of New Jersey’s payment on the project’s debt and a $1,700 gain from an insurance settlement. Our share of
equity earnings in certain of our projects in Italy were favorably impacted by $5,700, of which $3,400 related to reporting
periods prior to fiscal year 2008, as a result of a regulatory ruling enacted during fiscal year 2008 that provides for
reimbursement of costs associated with emission rights. Our share of equity earnings in certain of our projects in Italy were
unfavorably impacted by $4,900, as a result of a change in tax rates as it relates to those projects. In addition, our share of
equity earnings in our project in Chile increased by $1,600 due to an increase in electric tariff rates when compared to the
fiscal year 2007 average electric tariff rates.
The decrease in other income, net in fiscal year 2008, compared to fiscal year 2007, primarily results from a $6,600 gain
on a real estate investment in fiscal year 2007.
Fiscal Year 2007

interests, in build, own, and operate projects in Italy and Chile (as described further in Note 5 to the consolidated financial
statements in this annual report on Form 10-K), a $6,600 gain on a real estate investment and a $9,400 gain recognized at our
Camden, New Jersey waste-to-energy facility from the State of New Jersey’s payment on the project’s debt.
Fiscal Year 2006

interests, in build, own and operate projects in Italy and Chile (as described further in Note 5 to the consolidated financial
statements in this annual report on Form 10-K), a $1,000 gain on the sale of a previously closed manufacturing facility in
Dansville, New York and a $9,200 gain recognized at our Camden, New Jersey waste-to-energy facility from the State of New
Jersey’s payment on the project’s debt. In the third quarter of 2006, the majority owners of certain of the Italian projects
sold their interests to another third-party. Prior to this sale, our equity in the net earnings of these projects was reported on
a pretax basis in other income, net and the associated taxes were reported in the provision for income taxes because we and
the other partners elected pass-through taxation treatment of the projects under local law. As a direct result of the
ownership change arising from the sale, the subject entities were precluded from electing pass-through taxation treatment.
As a result, commencing in fiscal year 2006, our equity in the after-tax earnings of these projects is reported in other income,
net. This change reduced other income, net and the provision for taxes by $8,600 in fiscal year 2006.
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Other Deductions, net:
2008 2007 2006
Amount $ 54,382 $ 45,540 $ 45,453
$ Change 8,842 87
% Change 19.4% 0.2%
Fiscal Year 2008

Other deductions, net in fiscal year 2008 consisted primarily of $23,100 of legal fees, $16,500 of net foreign exchange
losses, $4,300 of bank fees, a $4,200 provision for dispute resolution and environmental remediation costs, $1,500 of
consulting fees and $1,400 of fees related to our Redomestication (see “— Overview” above for an additional discussion of
our Redomestication), partially offset by a net $(2,400) reduction in tax penalties, which includes $(5,000) of previously
accrued tax penalties which were ultimately not assessed. Net foreign exchange losses include the net amount of
transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other
than the functional currency of our subsidiaries. Fiscal year 2008 net foreign exchange losses primarily resulted from the
sharp decline in the value of the British pound relative to the U.S. dollar.
Fiscal Year 2007

Other deductions, net in fiscal year 2007 consisted primarily of $3,600 of bank fees, $20,500 of legal fees, $800 of
consulting fees, $2,600 of foreign exchange losses, $1,500 of tax penalties and accrued penalties on unrecognized tax
benefits and a $10,100 provision for dispute resolution and environmental remediation costs.
Fiscal Year 2006

Other deductions, net in fiscal year 2006 consisted primarily of $7,200 of bank fees, $17,300 of legal fees, $4,800 of
consulting fees, $1,700 of foreign exchange losses, a $6,400 provision for dispute resolution and environmental remediation
costs and a $4,100 charge for tax penalties, partially offset by $(1,300) of bad debt recovery.
Interest Income:
2008 2007 2006
Amount $ 44,743 $ 35,627 $ 15,119
$ Change 9,116 20,508
% Change 25.6% 135.6%

The increase in interest income in fiscal year 2008, compared to fiscal year 2007, was driven primarily by higher average
cash and cash equivalents balances, partially offset by lower interest rates and investment yields.

The increase in interest income in fiscal year 2007, compared to fiscal year 2006, was driven primarily by higher average
cash and cash equivalents balance with additional benefits from higher interest rates and investment yields.
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Interest Expense:
2008 2007 2006
Amount $ 17,621 $ 19,855 $ 24,944
$ Change (2,234) (5,089)
% Change (11.3)% (20.4)%

The decrease in interest expense in fiscal year 2008, compared to fiscal year 2007, resulted primarily from the reduction
of our debt on our Camden, New Jersey waste-to-energy facility (as discussed above) and acquisition of our Robbins 1999C
bonds in October 2008 (please refer to Note 7 to the consolidated financial statements in this annual report on Form 10-K for
more information), partially offset by an increase in interest expense resulting from the increased borrowings under our FW
Power S.r.l. special-purpose limited recourse project debt as we continue construction of the electric power generating wind
farm projects in Italy.

The decrease in interest expense in fiscal year 2007, compared to fiscal year 2006, resulted from the benefits of our debt
reduction initiatives completed in the second quarter of 2006.
Please refer to Note 6 to the consolidated financial statements in this annual report on Form 10-K for more information.
Minority Interest in Income of Consolidated Affiliates:
2008 2007 2006
Amount $ 7,249 $ 5,577 $ 4,789
$ Change 1,672 788
% Change 30.0% 16.5%

Minority interest in income of consolidated affiliates represents third-party ownership interests in the results of our
Global Power Group’s Martinez, California gas-fired cogeneration facility and our manufacturing facilities in Poland and the
People’s Republic of China. The change in minority interest in income of consolidated affiliates is based upon changes in
the underlying earnings of the subsidiaries. The increase in minority interest in income of consolidated affiliates in the fiscal
year 2008, compared to fiscal year 2007, primarily resulted from a reallocation of income between us and our minority partner
in our Martinez, California facility partially offset by decreased earnings mainly driven by higher natural gas pricing with an
incremental benefit from increased electricity sales.

The increase in minority interest in income of consolidated affiliates for 2007 was primarily driven by higher plant
availability in 2007 at the Martinez facility. This facility was shut down for two repair outages during 2006.
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Net Asbestos-Related (Provision)/Gain:
2008 2007 2006
Amount $ (6,607) $ 6,145 $ 100,131
$ Change (12,752) (93,986)
% Change (207.5)% (93.9)%
Fiscal Year 2008

In fiscal year 2008, the net asbestos-related provision resulted from an expense of $42,700 on the revaluation of our
asbestos liability and related asset resulting primarily from increased asbestos defense costs projected through year-end
2023, partially offset by a gain of $36,100 associated with settlement agreements that our subsidiaries reached with certain
insurance carriers.
Fiscal Year 2007

In fiscal year 2007, the net asbestos-related gain resulted from a gain of $13,500 associated with settlement agreements
that our subsidiaries reached with four insurers, partially offset by a net charge of $7,400 on the revaluation of our asbestos
liability and related asset resulting primarily from increased asbestos defense costs projected through year-end 2022 and
from our rolling 15 year asbestos liability estimate.
Fiscal Year 2006

In fiscal year 2006, the net asbestos-related gain resulted from a gain of $96,200 associated with settlement agreements
that our subsidiaries reached with four insurers and a gain of $19,500 on our successful appeal of a New York state trial
court decision that previously had held that New York, rather than New Jersey, law applies in the coverage litigation with
our subsidiaries’ insurers, partially offset by an expense of $15,600 on the revaluation of our asbestos liability and related
asset resulting primarily from increased asbestos defense costs projected through year-end 2021 and from our rolling
15 year asbestos liability estimate.
Please refer to Note 19 to the consolidated financial statements in this annual report on Form 10-K for more information.
Prior Domestic Senior Credit Agreement Fees and Expenses:
2008 2007 2006
Amount $ — $ — $ 14,955
$ Change — (14,955)
% Change — (100.0)%
Fiscal Year 2006

Our prior domestic senior credit agreement fees and expenses resulted from the voluntary replacement of our prior
domestic senior credit agreement with a new domestic senior credit agreement in October 2006. We were required to pay a
prepayment fee of $5,000 as a result of the early termination of our prior agreement along with $500 in other termination fees
and expenses. The early termination also resulted in the impairment of $9,500 of unamortized fees and expenses paid in 2005
associated with this agreement. In total, we recorded a charge of $15,000 in fiscal year 2006 in connection with the
termination of our prior domestic senior credit agreement.
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Loss on Debt Reduction Initiatives:
2008 2007 2006
Amount $ — $ — $ 12,483
$ Change — (12,483)
% Change — (100.0)%
Fiscal Year 2006

The loss on debt reduction initiatives in fiscal year 2006 resulted from the debt reduction activities completed in the
second quarter of 2006. The charge to income reflects a loss of $8,200 on the exchange transaction for our 2011 senior notes
resulting primarily from the difference between the fair market value of the common shares issued and the carrying value of
our 2011 senior notes exchanged, a loss of $3,900 on the redemption of our 2011 senior notes resulting primarily from a
make-whole premium payment, and a loss of $200 on the redemptions of our trust preferred securities and our convertible
notes resulting primarily from the write-off of deferred charges. The loss on the debt reduction initiatives for fiscal 2006 was
offset by an improvement in shareholders’ equity/(deficit) of $58,800, resulting from the issuance of our common shares.
Provision for Income Taxes:
2008 2007 2006
Amount $ 97,028 $ 136,420 $ 81,709
$ Change (39,392) 54,711
% Change (28.9)% 67.0%
Our effective tax rate can fluctuate significantly from period to period and may differ significantly from the U.S. federal
statutory rate as a result of income taxed in various non-U.S. jurisdictions with rates different from the U.S. statutory rate
and also as a result of our inability to recognize a tax benefit for losses generated by certain unprofitable operations. In
addition, SFAS No. 109, “Accounting for Income Taxes,” requires us to reduce our deferred tax benefits by a valuation
allowance when, based upon available evidence, it is more likely than not that the tax benefit of losses (or other deferred tax
assets) will not be realized in the future. In periods when operating units subject to a valuation allowance generate pretax
earnings, the corresponding reduction in the valuation allowance favorably impacts our effective tax rate. Our effective tax
rate is, therefore, dependent on the location and amount of our taxable earnings and the effects of changes in valuation
allowances.
Fiscal Year 2008

Our effective tax rate for fiscal year 2008 was lower than the U.S. statutory rate of 35% due principally to the impact of
the following:
approximate fourteen-percentage point reduction in the effective tax rate for fiscal year 2008; and
• A valuation allowance decrease consisting of a reversal of our valuation allowance on deferred tax assets in one of
our non-U.S. subsidiaries and a decrease in our valuation allowance because we recognized earnings in jurisdictions
where we continue to maintain a full valuation allowance.
These factors which reduce the effective tax rate were partially offset by the establishment of a valuation allowance on
deferred tax assets in another of our non-U.S. subsidiaries and our inability to recognize a tax benefit for losses subject to
valuation allowance in certain other jurisdictions and other permanent differences. Total changes in our valuation allowance
contributed to an approximate six-percentage point reduction in the effective tax rate for fiscal year 2008.
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Fiscal Year 2007

the following:
approximate ten-percentage point reduction in the effective tax rate for fiscal year 2007; and
• A valuation allowance decrease which contributed to an approximate two-percentage point reduction in the effective
tax rate for fiscal year 2007. A decrease in our valuation allowance occurred in the fiscal year ended December 28,
2007 because we recognized earnings in jurisdictions where we continue to maintain a full valuation allowance.
These variances were partially offset by losses in certain other jurisdictions for which no benefit is recognized (a
valuation allowance is established) and other permanent differences.
Fiscal Year 2006

the following:
approximate nine-percentage point reduction in the effective tax rate for fiscal year 2006; and
• A valuation allowance decrease which contributed to an approximate four-percentage point reduction in the
effective tax rate for fiscal year 2006. A decrease in our valuation allowance occurred in the fiscal year ended
December 29, 2006 because we recognized earnings in jurisdictions where we continue to maintain a full valuation
allowance.
These variances were partially offset by losses in certain other jurisdictions for which no benefit is recognized (a
valuation allowance is established) and other permanent differences.
We monitor the jurisdictions for which valuation allowances against deferred tax assets were established in previous
years. On a quarterly basis we evaluate the need for the valuation allowances against deferred tax assets in those
jurisdictions. Such evaluation includes a review of all available evidence, both positive and negative, in determining
whether a valuation allowance is necessary. If our trend for positive earnings continues in those jurisdictions where we
have recorded a valuation allowance (primarily the United States), we may conclude that a valuation allowance is no longer
needed.
For statutory purposes, the majority of the U.S. federal tax benefits, against which valuation allowances have been
established, do not expire until fiscal year 2024 and beyond, based on current tax laws.
EBITDA:
2008 2007 2006
Amount $ 686,067 $ 591,840 $ 399,514
$ Change 94,227 192,326
% Change 15.9% 48.1%

The improvement in EBITDA for fiscal year 2008, compared to fiscal year 2007, resulted primarily from the following:
• Increased contract profit in both our Global E&C Group and our Global Power Group mainly driven by the increased
volume of operating revenues and an incremental benefit from increased contract profit margins in both our Global
E&C Group and our Global Power Group, excluding the impact on contract
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profit margins of flow-through revenues. Please refer to the section entitled “— Contract Profit” above for further
discussion on contract profit and contract profit margins and the impact of flow-through revenues on the contract
profit margin calculation.
• An increase in our share of equity earnings in certain of our Global E&C Group’s projects in Italy of $5,700 in fiscal
year 2008, of which $3,400 related to reporting periods prior to the fiscal year 2008, as a result of a recently enacted
regulatory ruling that provides for reimbursement of costs associated with emission rights.
• A $7,500 increase in contract profit as a result of a commitment fee received in fiscal year 2008 for a contract that our
Global Power Group was not awarded.
• An increase of $1,600 in our share of equity earnings from one of our Global Power Group’s equity interest
investments during fiscal year 2008, due to the impact of an increase in electric tariff rates in Chile when compared to
the fiscal year 2007 average electric tariff rates.
• A $16,500 net foreign exchange loss which primarily resulted from the sharp decline in the value of the British pound
relative to the U.S. dollar.
• A net asbestos-related provision of $6,600 in our C&F Group in fiscal year 2008, on the revaluation of our asbestos
liability and related asset resulting primarily from increased asbestos defense costs projected through year-end 2023
of $42,700 offset by gains of $36,100 on the settlement of coverage litigation with certain insurance carriers. Please
refer to the above section entitled “— Net Asbestos-Related (Provision)/Gain,” within this Item 7 for further
information.
• A net asbestos-related gain of $6,100 in our C&F Group in fiscal year 2007, related to gains of $13,500 on the
settlement of coverage litigation with certain asbestos insurance carriers and a charge of $7,400 on the revaluation of
our asbestos liability and related asset. Please refer to the above section entitled “— Net Asbestos-Related
(Provision)/Gain,” within this Item 7 for further information.
• A decrease in our share of equity earnings in certain of our Global E&C Group’s projects in Italy of $4,900 during
fiscal year 2008, as a result of a change in tax rates as it relates to those projects.
accordance with SFAS No. 112. The $9,000 charge decreased contract profit by $6,600, increased SG&A expenses by
$2,100 and increased other deductions, net by $300.
• An increase in SG&A expenses of $37,600 in fiscal year 2008, compared to fiscal year 2007, inclusive of $2,100 of
severance-related charges described above.
• A $2,200 impairment charge in our Global E&C Group in fiscal year 2008 related to a 15% owned investment in a
power project development in Italy carried at cost.
$800.
See the individual segment explanations below for additional details.
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The improvement in EBITDA for fiscal year 2007, compared to fiscal year 2006, resulted primarily from the following:
• Increased volumes of business, strong operating performance, and sustained margins by our Global E&C Group and
our Global Power Group. Please refer to the section entitled “— Contract Profit” above for further discussion on
contract profit margins.
$800.
• An aggregate charge of $15,000 in fiscal year 2006 in conjunction with the voluntary termination of our prior
domestic senior credit agreement and a net charge of $12,500 in conjunction with the debt reduction initiatives
completed in April and May 2006.
• A net asbestos-related gain of $6,100 in our C&F Group in fiscal year 2007 as compared to a net asbestos-related
gain of $100,100 in fiscal year 2006. Please refer to the above section entitled “— Net Asbestos-Related
(Provision)/Gain,” within this Item 7 for further information.
• A net impact of $5,000 to contract profit related to charges of $30,000 and $25,000 in fiscal years 2007 and 2006,
respectively, on a legacy project in our Global Power Group. Please refer to Note 19 to the consolidated financial
statements in this annual report on Form 10-K for further information.
EBITDA is a supplemental financial measure not defined in generally accepted accounting principles, or GAAP. We
define EBITDA as income before interest expense, income taxes, depreciation and amortization. We have presented
EBITDA because we believe it is an important supplemental measure of operating performance. EBITDA, after adjustment
for certain unusual and infrequent items specifically excluded in the terms of our current and prior senior credit agreements,
is used for certain covenants under our current and prior senior credit agreements. We believe that the line item on the
consolidated statements of operations and comprehensive income entitled “net income” is the most directly comparable
GAAP financial measure to EBITDA. Since EBITDA is not a measure of performance calculated in accordance with GAAP,
it should not be considered in isolation of, or as a substitute for, net income as an indicator of operating performance or any
other GAAP financial measure. EBITDA, as calculated by us, may not be comparable to similarly titled measures employed
by other companies. In addition, this measure does not necessarily represent funds available for discretionary use and is
not necessarily a measure of our ability to fund our cash needs. As EBITDA excludes certain financial information that is
included in net income, users of this financial information should consider the type of events and transactions that are
excluded. Our non-GAAP performance measure, EBITDA, has certain material limitations as follows:
• It does not include interest expense. Because we have borrowed money to finance some of our operations, interest is
a necessary and ongoing part of our costs and has assisted us in generating revenue. Therefore, any measure that
excludes interest expense has material limitations;
• It does not include taxes. Because the payment of taxes is a necessary and ongoing part of our operations, any
measure that excludes taxes has material limitations; and
• It does not include depreciation and amortization. Because we must utilize property, plant and equipment and
intangible assets in order to generate revenues in our operations, depreciation and amortization are necessary and
ongoing costs of our operations. Therefore, any measure that excludes depreciation and amortization has material
limitations.
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A reconciliation of EBITDA to net income is shown below.
Global Global C &F

Total E&C Group Powe r Group Group(1)
Fiscal Year Ended December 26, 2008
EBITDA(2) $ 686,067 $ 535,602 $ 239,508 $(89,043)
Less: Interest expense (17,621)
Less: Depreciation and amortization (44,798)
Income before income taxes 623,648
Provision for income taxes (97,028)
Net income $ 526,620
EBITDA(3) $ 591,840 $ 505,647 $ 139,177 $(52,984)
EBITDA(4) $ 399,514 $ 323,297 $ 95,039 $(18,822)
(1) Includes general corporate income and expense, our captive insurance operation and the elimination of transactions and
balances related to intercompany interest.
(2) Includes in fiscal year 2008: increased/(decreased) contract profit of $26,700 from the regular re-evaluation of final
estimated contract profits*: $46,300 in our Global E&C Group and $(19,600) in our Global Power Group; a charge of
$9,000 in our Global Power Group primarily for severance-related postemployment benefits in accordance with
SFAS No. 112; and a net charge of $6,600 in our C&F Group on the revaluation of our asbestos liability and related asset
resulting primarily from increased asbestos defense costs projected through year-end 2023 of $42,700, partially offset by
gains of $36,100 on the settlement of coverage litigation with certain insurance carriers.
estimated contract profits*: $54,500 in our Global E&C Group and $(19,400) in our Global Power Group; gains of $13,500
in our C&F Group on the settlement of coverage litigation with certain asbestos insurance carriers; and a charge of
$7,400 in our C&F Group on the revaluation of our asbestos liability and related asset resulting primarily from increased
asbestos defense costs projected through year-end 2022 and from our rolling 15 year asbestos liability estimate.
(4) Includes in fiscal year 2006: (decreased)/increased contract profit of $(5,700) from the regular re-evaluation of final
estimated contract profits*: $14,700 in our Global E&C Group and $(20,400) in our Global Power Group; net asbestos-
related gains of $115,700 in our C&F Group primarily from the settlement of coverage litigation with certain asbestos
insurance carriers; a charge of $15,600 in our C&F Group on the revaluation of our asbestos liability and related asset
resulting primarily from increased asbestos defense costs projected through year-end 2021 and from our rolling 15 year
asbestos liability estimate; an aggregate charge of $15,000 in our C&F Group in conjunction with the voluntary
termination of our prior
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domestic senior credit agreement; and a net charge of $12,500 in our C&F Group in conjunction with the debt reduction
initiatives completed in April and May 2006.
* Please refer to “Revenue Recognition on Long-Term Contracts” in Note 1 to the consolidated financial statements in
this annual report on Form 10-K for further information regarding changes in our final estimated contract profits.
The accounting policies of our business segments are the same as those described in our summary of significant
accounting policies. The only significant intersegment transactions relate to interest on intercompany balances. We
account for interest on those arrangements as if they were third-party transactions — i.e. at current market rates, and we
include the elimination of that activity in the results of the C&F Group.
Business Segments
EBITDA, as discussed and defined above, is the primary measure of operating performance used by our chief
operating decision maker.
Global E&C Group
2008 2007 2006
Operating revenues $ 5,147,227 $ 3,681,259 $ 2,219,104
$ Change 1,465,968 1,462,155
% Change 39.8% 65.9%
EBITDA $ 535,602 $ 505,647 $ 323,297
$ Change 29,955 182,350
% Change 5.9% 56.4%
Results
The geographic dispersion of our Global E&C Group’s operating revenues for fiscal years 2008, 2007 and 2006 based
upon where the project is being executed, were as follows:
2008 vs 2007 2007 vs 2006
2008 2007 $ Change % Change 2006 $ Change % Change
Asia $1,398,295 $ 800,110 $ 598,185 75% $ 317,413 $ 482,697 152%

Australasia* 1,731,781 704,121 1,027,660 146% 615,784 88,337 14%
Europe 847,788 851,961 (4,173) (0)% 618,129 233,832 38%
Middle East 857,944 1,001,193 (143,249) (14)% 467,294 533,899 114%
North America 276,796 253,952 22,844 9% 137,346 116,606 85%
South America 34,623 69,922 (35,299) (50)% 63,138 6,784 11%
Total $5,147,227 $3,681,259 $1,465,968 40% $2,219,104 $1,462,155 66%
Please refer to the section entitled, “— Overview of Segment” below for our view of the market outlook for Global E&C
Group.

The increase in operating revenues in fiscal year 2008, as compared to fiscal year 2007, reflected increased volumes of
work and flow-through revenues as a result of our Global E&C Group’s success in meeting the strong market demand in the
oil and gas, petrochemical and refining industries that stimulated investment by our customers. In fiscal year 2008, our
Global E&C Group’s operating revenues from these
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three industries increased by $1,622,500, while operating revenues from the other industries we serve declined by $156,500.
Please refer to the section entitled, “— Overview of Segment” below for our view of the outlook for the oil and gas,
petrochemical and refining industries.
Our Global E&C Group’s operating revenues in fiscal year 2008 included $2,914,100 of flow-through revenues. Flow-
through revenues increased by $1,377,000 from fiscal year 2007, representing 94% of the increase in our Global E&C Group’s
operating revenues. As previously discussed, flow-through revenues and costs do not impact contract profit or net
earnings.
The increase in our Global E&C Group’s EBITDA in fiscal year 2008, as compared to fiscal year 2007, resulted primarily
from the following:
• Increased contract profit in our Global E&C Group mainly driven by the increased volume of operating revenues, and
an incremental benefit from increased contract profit margins, excluding the impact on contract profit margins of
flow-through revenues. Please refer to the section entitled “— Contract Profit” above for further discussion on
contract profit and contract profit margins.
• Increased volumes of business due to the strength of the industries served and sustained demand for our products
and services in the geographic markets served. This demand is discussed further in the section “— Overview of
Segment” below.
• An increase in our share of equity earnings in certain of our Global E&C Group’s projects in Italy of $5,700 during
the fiscal year 2008, of which $3,400 related to reporting periods prior to the fiscal year 2008, as a result of a
regulatory ruling enacted during fiscal year 2008 that provides for reimbursement of costs associated with emission
rights.
These increases were offset in part by the following:
• A $14,800 net foreign exchange loss which primarily resulted from the sharp decline in the value of the British pound
relative to the U.S. dollar.
• A decrease in our share of equity earnings in certain of our Global E&C Group’s projects in Italy of $4,900 during
fiscal year 2008, as a result of a change in tax rates as it relates to those projects.
• A $2,200 impairment charge in our Global E&C Group in fiscal year 2008 related to a 15% owned investment in a
power project development in Italy carried at cost.
We increased our direct technical manpower, which includes agency workforce, by 2.7% in fiscal year 2008, primarily in
our Asian, North American and United Kingdom offices, to continue to address growing market opportunities. The
continued increase in operational capacity, meaning the available man-hours that can be applied to projects, enabled our
Global E&C Group to address the increased level of market demand during fiscal year 2008, allowing us to increase our
volume of work and the associated operating revenues.

The increase in operating revenues in fiscal year 2007, compared to fiscal year 2006, reflected increased volumes of
work at all of our Global E&C Group operating units. In fiscal year 2007, Global E&C Group operating revenues from the oil
and gas, petrochemical and refinery industries increased by $1,554,400 while operating revenues from the other industries
we served declined by $92,200.
Our Global E&C Group’s operating revenues in fiscal year 2007 included $1,537,100 of flow-through revenues, an
increase in flow-through revenues of $848,300 from fiscal year 2006, representing 58% of the increase in Global E&C Group
operating revenues in the period.
The increase in EBITDA in fiscal year 2007, compared to fiscal year 2006, resulted primarily from the increased volumes
of work at our Global E&C Group operating units. The Global E&C Group experienced sustained margins, excluding the
impact on margins of flow-through revenues, compared to fiscal year 2006,
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which caused the increased volumes of work to result in a corresponding increase in EBITDA. We increased our direct
technical manpower, which includes agency workforce, by 21% in fiscal year 2007, primarily in our Asian, North American
and United Kingdom offices, to continue to address growing market opportunities.
Overview of Segment
generation and distribution facilities, and gasification facilities. Our Global E&C Group is also involved in the design of
facilities in new or developing market sectors, including carbon capture and storage, solid fuel-fired integrated gasification
combined-cycle power plants, coal-to-liquids, coal-to-chemicals and biofuels. Our Global E&C Group generates revenues
from engineering, procurement, construction and project management activities pursuant to contracts spanning up to
Our Global E&C Group owns one of the leading technologies (delayed coking) used in refinery residue upgrading and
a hydrogen production process used in oil refineries and petrochemical plants. Additionally, our Global E&C Group has
experience with, and is able to work with, a wide range of processes owned by others.
The current weakness in the global economy has caused many of our E&C clients to reevaluate the size, timing and
scope of their capital spending plans in relation to the kinds of energy and petrochemical projects in which we specialize.
The drop in oil and natural gas prices and, to a lesser extent, credit concerns among certain clients, have contributed to this
uncertain market tone. As a result, the environment for prospective projects has become somewhat less favorable than it
was in fiscal year 2007 and earlier in fiscal year 2008. Specifically, the market in late fiscal year 2008 and early fiscal year 2009
has been characterized by instances of postponement or cancellation of our prospects; resizing of prospective projects to
make them more economically viable; intensified competition among E&C contractors; and pricing pressure. While such
factors may be pronounced in fiscal year 2009, we believe world demand for energy will continue to grow over the long term
and that clients will continue to invest in new and upgraded capacity to meet that demand. In that regard, we have been
successful in continuing to book contracts for front-end engineering work, which is frequently the precursor to additional
significant contractual work for engineering, procurement and construction. Moreover, we have continued to be successful
in booking contracts of varying types and sizes in our key end markets. Our success in this regard is a reflection of our
technical expertise, our long-term relationships with clients, and our selective approach in pursuit of new prospects where
we believe we have significant differentiators.
Global Power Group
2008 2007 2006
$ Change 281,079 150,040
% Change 19.7% 11.8%
EBITDA $ 239,508 $ 139,177 $ 95,039
$ Change 100,331 44,138
% Change 72.1% 46.4%
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Results
The geographic dispersion of our Global Power Group’s operating revenues for fiscal years 2008, 2007 and 2006 based
upon where the project is being executed, were as follows:
2008 vs 2007 2007 vs 2006
2008 2007 $ Change % Change 2006 $ Change % Change
Asia $ 177,088 $ 163,896 $ 13,192 8% $ 95,571 $ 68,325 71%

Australasia* 13,258 4,952 8,306 168% 916 4,036 441%
Europe 603,882 478,010 125,872 26% 379,311 98,699 26%
Middle East 648 5,094 (4,446) (87)% 3,452 1,642 48%
North America 779,413 703,342 76,071 11% 739,309 (35,967) (5)%
South America 132,774 70,690 62,084 88% 57,385 13,305 23%
Total $1,707,063 $1,425,984 $281,079 20% $1,275,944 $150,040 12%
Please refer to the section entitled, “— Overview of Segment” below for our view of the market outlook for our Global
Power Group.

The increase in our Global Power Group’s EBITDA in fiscal year 2008, as compared to fiscal year 2007, resulted
primarily in the following:
• Increased volumes of business executed during the period. Refer to the section “— Overview of Segment” below for
a discussion of the strength of the industries served and demand for our products and services.
• Our Global Power Group experienced improved contract profit margins in fiscal year 2008, as compared to fiscal year
2007, excluding the items noted below, which impacted contract profit of our Global Power Group.
• A $7,500 increase in contract profit as a result of a commitment fee received in fiscal year 2008 for a contract that our
Global Power Group was not awarded.
• An increase in our share of equity earnings, from one of our Global Power Group’s equity interest investments, of
approximately $1,600 during fiscal year 2008, due to the impact of an increase in electric tariff rates in Chile when
compared to the fiscal year 2007 average electric tariff rates.
accordance with SFAS No. 112. The severance charge results from our efforts to right-size our power business to
match anticipated market conditions in fiscal year 2009. The $9,000 charge decreased contract profit by $6,600,
increased SG&A expenses by $2,100 and increased other deductions, net by $300.
• A $2,200 net foreign exchange loss in fiscal year 2008.
• EBITDA in fiscal year 2007 includes a $14,400 gain related to favorable resolution of project claims, which increased
contract profit by $9,600 and interest income by $4,000 and reduced other deductions, net by $800.
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Our Global Power Group experienced higher levels of EBITDA in fiscal year 2007, compared to fiscal year 2006,
primarily as a result of the following:
• Increased volumes of business, sustained demand for our products and services, and increased margins on our
contracts executed in North America, Europe and China by our Global Power Group.
• EBITDA in fiscal year 2007 included a $14,400 gain related to favorable resolution of project claims, which increased
contract profit by $9,600 and interest income by $4,000 and reduced other deductions, net by $800.
• A net charge of $5,000 to contract profit related to charges of $30,000 and $25,000 in fiscal years 2007 and 2006,
respectively, on a legacy project in our Global Power Group. Please refer to Note 19 to the consolidated financial
statements in this annual report on Form 10-K for further information.
Overview of Segment
Our Global Power Group designs, manufactures and erects steam generators for electric power generating stations,
district heating plants and industrial facilities worldwide. Our competitive differentiation in serving this market is the ability
of our products to efficiently burn a wide range of fuels, singularly or in combination. In particular, our CFB steam
generators are able to burn coal grades of varying quality, as well as petroleum coke, lignite, municipal waste, waste wood,
biomass, and numerous other materials. Among these fuel sources, coal is the most widely used, and thus the market
drivers and constraints associated with coal strongly affect the steam generator market and our Global Power Group’s
business. Additionally, our Global Power Group designs, manufactures and erects auxiliary equipment for electric power
generating stations and industrial facilities worldwide and owns and/or operates several cogeneration, independent power
production and waste-to-energy facilities, as well as power generation facilities for the process and petrochemical
industries.
Our Global Power Group’s new order activity, in terms of dollars, was unfavorably affected by several trends in fiscal
year 2008 and early fiscal year 2009. Weakness in the global economy reduced the near-term growth in demand for
electricity. In addition, political and environmental sensitivity regarding coal-fired boilers caused a number of our Global
Power Group’s prospective projects to be postponed or cancelled in fiscal year 2008 as clients experienced difficulty in
obtaining required environmental permits or decided to wait for additional clarity in state and federal regulations. This
environmental concern has been especially pronounced in the United States and Western Europe and is linked to the view
that solid-fuel-fired steam generators contribute to global warming through the discharge of greenhouse gas emissions into
the atmosphere. Credit concerns among certain clients also contributed to the slowed pace of new contract awards in fiscal
year 2008. Finally, the recent sharp decline in natural gas prices increased the attractiveness of that fuel, in relation to coal,
for the generation of electricity. We believe that a combination of these factors will result in continued weak demand for
new solid-fuel steam generators in fiscal year 2009. Longer-term, we believe that world demand for electrical energy will
continue to grow and that solid-fuel-fired steam generators will continue to fill a significant portion of this incremental
generating capacity. The fuel-flexibility of our CFB steam generators enables them to burn a variety of fuels other than coal
and to produce carbon-neutral electricity when fired by biomass. In addition, our steam generators can be designed to
incorporate supercritical technology, which significantly improves efficiency and reduces emissions. We are also
developing Flexi-BurnT M technology that will enable steam generators to operate in a carbon capture environment.
Liquidity and Capital Resources

Fiscal Year 2008 Activities
During fiscal year 2008, we generated $428,900 from cash flows from operating activities, we used cash flows for
several strategic initiatives totaling $554,700 and we experienced a reduction in cash and cash equivalents of $109,600 due
to the effect of exchange rate changes on our cash and cash equivalents, primarily as a result of the sharp decline in the
value of the British pound relative to the U.S. dollar. Together, those were the primary drivers of our decrease in cash and
cash equivalents of $275,400 during fiscal year 2008.
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Our strategic initiatives were focused on the future growth of our business and reduction of the number of outstanding
common shares. Our strategic initiatives included FW Power S.r.l. wind farm construction capital expenditures, acquisition
of businesses and the repurchase and retirement of our common shares under our share repurchase program as described in
the section entitled “— Outlook” below.
The following are the significant increases and decreases in cash and cash equivalents that occurred during the fiscal
year ended December 26, 2008. These cash flows activities are further discussed in the below sections.
C ash Flows Im pact

Incre ase /(De cre ase )
Cash flows from operating activities $ 428,926
Strategic uses of cash and cash equivalents:
Repurchase and retirement of common shares(1) (485,589)
FW Power S.r.l. wind farm construction(2) (54,299)
Acquisition of businesses, net of cash acquired(2) (14,856)
Strategic uses of cash flows (554,744)
Other activities, net (39,944)
Effect of exchange rate changes on cash and cash equivalents (109,619)
Decrease in cash and cash equivalents $ (275,381)
(1) See below section entitled “— Cash Flows from Financing Activities” for more information.
(2) See below section entitled “— Cash Flows from Investing Activities” for more information.
Our cash and cash equivalents, short-term investments and restricted cash balances were:
As of
2008 2007 $ C h an ge % C h an ge
Cash and cash equivalents $ 773,163 $ 1,048,544 $(275,381) (26.3)%
Short-term Investments 2,448 — 2,448 N/M
Restricted cash 22,737 20,937 1,800 8.6%
Total $ 798,348 $ 1,069,481 $(271,133) (25.4)%
N/M — not meaningful.

Of the $798,300 total of cash and cash equivalents, short-term investments and restricted cash as of December 26, 2008,
$646,000 was held by our non-U.S. subsidiaries.
Please refer to Note 1 to the consolidated financial statements in this annual report on Form 10-K for additional details
on cash and cash equivalents, short term investments and restricted cash balances.
Cash Flows from Operating Activities:

2008 2007 2006
Amount $ 428,926 $ 428,315 $ 264,959
$ Change $ 611 $ 163,356
% Change 0.1% 61.7%
Net cash provided by operations in fiscal year 2008 was positively impacted by our strong operating performance
which resulted in an increase in net income of $132,700, and a net increase in cash flows of $35,800 from insurance
settlements in excess of liability indemnity payments and defense costs (net proceeds
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of $16,800 versus funding of $19,000 in fiscal years 2008 and 2007, respectively), partially offset by a net increase in cash
used for mandatory and discretionary contributions to our U.S. and non-U.S. pension plans of $25,300 (payments of
$105,600 and $80,300 in fiscal years 2008 and 2007, respectively, which included discretionary contributions of $62,500 and
$45,000 in fiscal years 2008 and 2007, respectively) and a net reduction in cash flows of $113,600 to fund an increase in
working capital (net cash outflow for working capital increase of $55,000 versus net cash inflow generated from a reduction
in working capital of $58,600 in fiscal years 2008 and 2007, respectively).
The increase in cash provided by operations of $163,300 in fiscal year 2007, compared to fiscal year 2006, results
primarily from an increase in net income of $131,900 and cash provided by a reduction in working capital of $58,600 in fiscal
year 2007 versus cash provided by a reduction in working capital of $19,700 in fiscal year 2006 (net positive impact on cash
flow of $38,900).
Our working capital varies from period to period depending on the mix, stage of completion and commercial terms and
conditions of our contracts. Working capital in our Global E&C Group tends to rise as the workload of reimbursable
contracts increases since services are rendered prior to billing clients while working capital tends to decrease in our Global
Power Group when the workload increases as cash tends to be received prior to ordering materials and equipment.
The change in working capital in fiscal year 2008, compared to fiscal year 2007, reflects an increase in working capital
generated by the increase in workload experienced by our Global E&C Group, partially offset by a decrease in working
capital generated by the increase in workload experienced by our Global Power Group. As more fully described below in
“— Outlook,” we believe our existing cash balances and forecasted net cash provided from operating activities will be
sufficient to fund our operations throughout the next 12 months. Our ability to further increase our cash flows from
operating activities in future periods will depend in large part on the demand for our products and services and our
operating performance in the future. Please refer to the sections entitled “— Global E&C Group-Overview of Segment” and
“— Global Power Group-Overview of Segment” above for our view of the outlook for each of our business segments.
Cash Flows from Investing Activities:

2008 2007 2006
Amount $ (128,584) $ (45,961) $ (25,555)
$ Change $ (82,623) $ (20,406)
% Change 179.8% 79.9%
The net cash used in investing activities in fiscal year 2008 is attributable primarily to capital expenditures of $103,900
(which included $54,300 of expenditures in FW Power S.r.l. as we continue construction of the electric power generating
wind farm projects in Italy), $14,900 for acquisitions, a $7,600 increase in investments in and advances to unconsolidated
affiliates and an increase in restricted cash of $2,800 primarily driven by an increase in debt service reserve funds for FW
Power S.r.l. Please refer to Note 2 to the consolidated financial statements in this annual report on Form 10-K for additional
details on cash balances.
The net cash used in investing activities in fiscal year 2007 is attributable primarily to capital expenditures of $51,300
(which included $13,800 of expenditures in FW Power S.r.l., related to the construction of the electric power generating wind
farm projects in Italy), an increase in restricted cash of $900 primarily driven by an increase in funds received from
customers which are restricted for use on specific projects and an increase in debt service reserve funds for FW Power S.r.l.,
a $1,500 payment to purchase a Finnish company that owns patented coal flow measuring technology and a $4,800 payment
made in September 2007 related to the FW Power acquisition from 2006, partially offset by a $6,300 return of investment from
our unconsolidated affiliates and proceeds from the sale of assets of $7,600.
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The cash used in investing activities in fiscal year 2006 was attributable primarily to capital expenditures of $30,300 and
a $6,600 increase in investments in and advances to unconsolidated affiliates, partially offset by a decrease in restricted
cash of $8,900 and proceeds from the sale of assets of $1,900.
The capital expenditures in each of the fiscal years related primarily to project construction (including the FW Power
S.r.l. electric power generating wind farm projects in Italy noted above), leasehold improvements, information technology
equipment and office equipment. The increase in capital expenditures over the three year period has been driven primarily
by our Global E&C Group, with particular increases driven by operations in Italy and the United States. Our Global Power
Group capital expenditure increase over the three year period was driven primarily by our China and European operations.
For further information on capital expenditures by segment, please see Note 17 to the consolidated financial statements in
this annual report on Form 10-K.
Cash Flows from Financing Activities:

2008 2007 2006
Amount $ (466,104) $ 35,069 $ (828)
$ Change $ (501,173) $ 35,897
% Change (1429.1)% N/M
N/M — not meaningful

The net cash used in financing activities in fiscal year 2008 is attributable primarily to $485,600 (which includes
commissions of $400) used to repurchase and retire Foster Wheeler Ltd. common shares associated with the share
repurchase program described below, distributions by us to minority third-party ownership interests of $9,600 and
repayment of long-term debt and capital lease obligations of $28,700, which includes $19,000 of cash to acquire our 1999C
Robbins Bonds (as defined in Note 7 to the consolidated financial statements in this annual report on Form 10-K), partially
offset by proceeds from the issuance of short-term debt and project debt of $54,600 and cash provided from exercises of
stock options of $2,800.
The net cash provided by financing activities in fiscal year 2007 is attributable primarily to cash provided from
exercises of stock options and warrants and proceeds from the issuance of special-purpose limited recourse project debt by
FW Power S.r.l., partially offset by the repayment of debt and capital lease obligations.
The net cash provided by financing activities in fiscal year 2006 is attributable primarily to cash provided from
exercises of stock options and warrants, partially offset by the reduction in debt, including our 2011 senior notes, and
capital lease obligations and the payment of deferred financing costs in conjunction with our senior credit agreement.
Outlook
Our liquidity forecasts cover, among other analyses, existing cash balances, cash flows from operations, cash
repatriations from non-U.S. subsidiaries, working capital needs, unused credit line availability and claim recoveries and
proceeds from asset sales, if any. These forecasts extend over a rolling 12-month period. Based on these forecasts, we
believe our existing cash balances and forecasted net cash provided by operating activities will be sufficient to fund our
operations throughout the next 12 months. Based on these forecasts, our primary cash needs will be to fund working
capital, capital expenditures, asbestos liability indemnity and defense costs, acquisitions and up to $264,800 for the
remaining portion of our $750,000 share repurchase program described below. The majority of our cash balances are
invested in short-term interest bearing accounts with maturities of less than three months. We continue to consider
investing some of our cash in longer-term investment opportunities, including the acquisition of other entities or operations
in the engineering and construction industry or power industry and/or the reduction of certain liabilities such as unfunded
pension liabilities.
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We have performed an evaluation of our credit exposure in response to the current global credit market crisis. The
evaluation included analysis of counterparty credit exposure, in general, and specifically related to cash and cash
equivalents, bonding and bank guarantees, forward currency contracts, pension assets, insurance assets and clients. We
believe that we are well diversified and third-party credit exposure should not expose us to material downside risks. We will
continue to closely monitor the global liquidity and credit market crisis and continue to take appropriate actions, as
necessary, to limit our exposure.
It is customary in the industries in which we operate to provide standby letters of credit, bank guarantees or
performance bonds in favor of clients to secure obligations under contracts. We believe that we will have sufficient letter of
credit capacity from existing facilities throughout the next 12 months.
Our U.S. operating entities do not generate sufficient cash flows to fund our obligations related to corporate overhead
expenses and asbestos-related liabilities or to fund the acquisition of our shares under our share repurchase program
described below. Consequently, we require cash repatriations from our non-U.S. subsidiaries in the normal course of our
operations to meet our U.S. cash needs and have successfully repatriated cash for many years. We believe that we can
repatriate the required amount of cash from our non-U.S. subsidiaries and we continue to have access to the revolving
credit portion of our domestic senior credit facility, if needed.
During the fourth fiscal quarter of 2008, we repatriated cash totaling approximately $384,000 from our non-
U.S. subsidiaries primarily to fund our share repurchase program, which is described below.
We had net cash inflows of $16,800 as a result of insurance settlement proceeds in excess of the asbestos liability
indemnity payments and defense costs during fiscal year 2008. We expect to fund a total of $26,500 of the asbestos liability
indemnity and defense costs from our cash flows in fiscal year 2009, net of the cash expected to be received from existing
insurance settlements. This estimate assumes no additional settlements with insurance companies or elections by us to
fund additional payments. As we continue to collect cash from insurance settlements and assuming no increase in our
asbestos-related insurance liability or any future insurance settlements, the asbestos-related insurance receivable recorded
on our balance sheet will continue to decrease.
During fiscal year 2008, we spent €36,900 (approximately $54,300 at the average exchange rate for fiscal year 2008) in
FW Power S.r.l. and we anticipate spending €16,300 (approximately $22,900 at the exchange rate as of December 26, 2008) in
fiscal year 2009 as we continue construction of the electric power generating wind farm projects in Italy. We have secured
total borrowing capacity under the FW Power S.r.l. credit facilities of €75,400 (approximately $105,700 at the exchange rate as
of December 26, 2008).
We have a senior credit agreement which provides for a facility of $450,000 and includes a provision which permits
future incremental increases of up to $100,000 in total availability under the facility. We had $273,500 and $245,800 of letters
of credit outstanding under our domestic senior credit agreement as of December 26, 2008 and December 28, 2007,
respectively. The letter of credit fees now range from 1.50% to 1.60%, excluding a fronting fee of 0.125% per annum. We do
not intend to borrow under our domestic senior revolving credit facility during fiscal year 2009. A portion of the letters of
credit issued under the domestic senior credit agreement have performance pricing that is decreased (or increased) as a
result of improvements (or reductions) in the credit rating assigned to the domestic senior credit agreement by Moody’s
Investors Service and/or Standard & Poor’s. However, this performance pricing is not expected to materially impact our
liquidity or capital resources in fiscal year 2009.
We are not required to make any mandatory contributions to our U.S. pension plans in fiscal year 2009. We expect to
make mandatory contributions totaling approximately $24,700 to our non-U.S. pension plans in fiscal year 2009.
On September 12, 2008, we announced a share repurchase program pursuant to which we were authorized to
repurchase up to $750,000 of Foster Wheeler Ltd.’s outstanding common shares. In connection with the Redomestication
described in Item 1, “Business — The Redomestication,” Foster Wheeler AG adopted a share repurchase program pursuant
to which it is authorized to repurchase up to $264,800 of its outstanding registered shares and designate the repurchased
shares for cancellation. The amount authorized for repurchase
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of registered shares under the Foster Wheeler AG program is equal to the amount that remained available for repurchases
under the Foster Wheeler Ltd. program as of February 9, 2009, the date of the completion of the Redomestication. The
Foster Wheeler AG program replaces the Foster Wheeler Ltd. program, and no further repurchases will be made under the
Foster Wheeler Ltd. program. Any repurchases will be made at our discretion in the open market or in privately negotiated
transactions in compliance with applicable securities laws and other legal requirements and will depend on a variety of
factors, including market conditions, share price and other factors. The program does not obligate us to acquire any
particular number of shares. The program has no expiration date and may be suspended or discontinued at any time. Any
repurchases made pursuant to the share repurchase program will be funded using our cash on hand. Please refer to Part I,
Item 5, for a description of the common shares purchased pursuant to the Foster Wheeler Ltd. program in the fiscal quarter
ended December 26, 2008. Cumulatively through February 24, 2009, we have repurchased 18,098,519 shares for an aggregate
cost of approximately $485,600 (which includes commissions of $400). We have executed the repurchases in accordance
with 10b5-1 repurchase plans as well as other open market purchases. The 10b5-1 repurchase plans allow us to purchase
shares at times when we may not otherwise do so due to regulatory or internal restrictions. Purchases under the 10b5-1
repurchase plans are based on parameters set forth in the plans.
Effective September 29, 2008, we and the requisite lenders under our domestic senior credit agreement amended the
domestic senior credit agreement to (1) allow us to use cash of up to $750,000 to repurchase our outstanding common
shares under our share repurchase program, subject to certain conditions, and (2) increase the aggregate amount of
permissible capital expenditures from $40,000 to $80,000 for fiscal year 2008 and $70,000 for fiscal years thereafter, subject to
certain adjustments that have been reflected in the domestic senior credit agreement since its original execution in
September 2006, including, among other items, an exclusion related to capital expenditures that are financed by special-
purpose project debt. Please refer to Note 7 to the consolidated financial statements in this annual report on Form 10-K for a
detailed listing of our special-purpose project debt.
On December 18, 2008, Foster Wheeler AG, Foster Wheeler Ltd., certain of Foster Wheeler Ltd.’s subsidiaries and BNP
Paribas, as Administrative Agent, entered into an additional amendment of our domestic senior credit agreement. The
amendment includes a consent of the lenders under the credit agreement to the Redomestication. In addition, the
amendment reflects the addition of Foster Wheeler AG as a guarantor of the obligations under the credit agreement and
reflects changes relating to Foster Wheeler AG becoming the ultimate parent of Foster Wheeler Ltd. and its subsidiaries
upon completion of the Redomestication. The amendment became effective upon consummation of the Redomestication on
February 9, 2009.
We have not declared or paid a cash dividend since July 2001 and we do not have any plans to declare or pay any cash
dividends. Our current credit agreement contains limitations on cash dividend payments as well as other restricted
payments.
Off-Balance Sheet Arrangements

We own several noncontrolling equity interests in power projects in Chile and Italy. Certain of the projects have third-
party debt that is not consolidated in our balance sheet. We have also issued certain guarantees for the Chilean project.
Please refer to Note 5 to the consolidated financial statements in this annual report on Form 10-K for further information
related to these projects.
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Contractual Obligations
We have contractual obligations comprised of long-term debt, non-cancelable operating lease commitments, purchase
commitments, capital lease commitments and pension funding requirements. Our expected cash flows related to contractual
obligations outstanding as of December 26, 2008 are as follows:
Le ss th an More than
Total 1 Ye ar 1-3 Ye ars 3-5 Ye ars 5 Ye ars
Long-term debt:
Principal $ 151,600 $ 23,200 $ 42,500 $ 19,900 $ 66,000
Interest 50,300 10,000 14,100 9,800 16,400
Non-cancelable operating lease commitments 361,900 52,100 79,500 57,200 173,100
Purchase commitments 2,952,900 2,878,700 72,800 1,400 —
Capital lease obligations:
Principal 65,800 1,100 2,900 4,000 57,800
Interest 68,700 7,300 13,600 12,400 35,400
Pension funding requirements — U.S.(1) 88,000 — 40,900 47,100 —
Pension funding requirements — non-U.S.(1) 121,700 24,700 49,100 47,900 —
Total contractual cash obligations $3,860,900 $2,997,100 $ 315,400 $ 199,700 $ 348,700
(1) Funding requirements are expected to extend beyond five years; however, data for contribution requirements beyond
five years are not yet available. These projections assume we do not make any discretionary contributions.
The table above does not include payments of our asbestos-related liabilities as we cannot reasonably predict the
timing of the net cash outflows associated with this liability beyond 2009. We expect to fund $26,500 of our asbestos
liability indemnity and defense costs from our cash flows in fiscal year 2009 net of the cash expected to be received from
existing insurance settlements. Please refer to Note 19 to the consolidated financial statements in this annual report on
Form 10-K for more information.
The table above does not include payments relating to our uncertain tax positions as we cannot reasonably predict the
timing of the net cash outflows associated with this liability beyond 2009. We expect to pay $5,700 relating to our uncertain
tax provisions (including interest and penalties) from our cash flows in fiscal year 2009. Our total liability (including accrued
interest and penalties) is $70,300 as of December 26, 2008. Please refer to Note 15 to the consolidated financial statements in
this annual report on Form 10-K for more information.
In certain instances in the normal course of business, we have provided security for contract performance consisting
of standby letters of credit, bank guarantees and surety bonds. As of December 26, 2008, such commitments and their
period of expiration are as follows:
More than
Total Le ss th an 1 Ye ar 1-3 Ye ars 3-5 Ye ars 5 Ye ars
Bank issued letters of credit and guarantees $884,600 $ 388,400 $ 323,300 $ 88,500 $ 84,400
Surety bonds 29,900 — — 29,900 —
Total commitments $914,500 $ 388,400 $ 323,300 $ 118,400 $ 84,400
Please refer to Note 9 to the consolidated financial statements in this annual report on Form 10-K for a discussion of
guarantees.
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Backlog and New Orders

The backlog of unfilled orders includes amounts based on signed contracts as well as agreed letters of intent, which
we have determined are legally binding and likely to proceed. Although backlog represents only business that is considered
likely to be performed, cancellations or scope adjustments may and do occur. The elapsed time from the award of a contract
to completion of performance may be up to approximately four years. The dollar amount of backlog is not necessarily
indicative of our future earnings related to the performance of such work due to factors outside our control, such as
changes in project schedules, scope adjustments or project cancellations. We cannot predict with certainty the portion of
backlog to be performed in a given year. Backlog is adjusted quarterly to reflect project cancellations, deferrals, revised
project scope and cost, and sales of subsidiaries, if any.
Backlog measured in Foster Wheeler scope reflects the dollar value of backlog excluding third-party costs incurred by
us on a reimbursable basis as agent or principal, which we refer to as flow-through costs. Foster Wheeler scope measures
the component of backlog with profit potential and corresponds to our services plus fees for reimbursable contracts and
total selling price for fixed-price or lump-sum contracts.
Global Global
E&C Group Powe r Group Total
NEW ORDERS (FUTURE REVENUES) BY PROJECT LOCATION:
Fiscal Year Ended December 26, 2008:
North America $ 352,500 $ 571,000 $ 923,500
South America 153,200 134,300 287,500
Europe 981,000 512,800 1,493,800
Asia 665,100 117,500 782,600
Middle East 216,400 100 216,500
Australasia and other 339,300 12,800 352,100
Total $ 2,707,500 $ 1,348,500 $4,056,000
North America $ 212,300 $ 1,028,500 $1,240,800
South America 30,100 144,100 174,200
Europe 845,400 649,600 1,495,000
Asia 1,468,500 172,800 1,641,300
Middle East 437,700 5,300 443,000
Australasia and other 3,880,600 7,900 3,888,500
Total $ 6,874,600 $ 2,008,200 $8,882,800
North America $ 287,000 $ 755,400 $1,042,400
South America 11,200 85,900 97,100
Europe 735,300 268,500 1,003,800
Asia 1,307,200 83,700 1,390,900
Middle East 1,043,800 1,600 1,045,400
Total $ 3,695,300 $ 1,196,900 $4,892,200
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Global Global
NEW ORDERS (FUTURE REVENUES) BY INDUSTRY:
Power generation $ 43,500 $ 1,212,100 $1,255,600
Oil refining 1,523,300 — 1,523,300
Pharmaceutical 110,400 — 110,400
Oil and gas 457,200 — 457,200
Chemical/petrochemical 516,100 — 516,100
Power plant operation and maintenance — 136,400 136,400
Environmental 24,000 — 24,000
Other, net of eliminations 33,000 — 33,000
Total $ 2,707,500 $ 1,348,500 $4,056,000
Oil refining 1,218,400 — 1,218,400
Oil and gas 4,082,100 — 4,082,100
Chemical/petrochemical 1,356,000 — 1,356,000
Total $ 6,874,600 $ 2,008,200 $8,882,800
Oil refining 1,342,200 — 1,342,200
Oil and gas 444,500 — 444,500
Total $ 3,695,300 $ 1,196,900 $4,892,200
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Global Global
BACKLOG (FUTURE REVENUES) BY CONTRACT TYPE:
As of December 26, 2008:
Lump-sum turnkey $ 10,100 $ 260,900 $ 271,000
Other fixed-price 338,400 772,000 1,110,400
Reimbursable 3,981,200 153,600 4,134,800
Eliminations (2,900) (8,900) (11,800)
Total $ 4,326,800 $ 1,177,600 $5,504,400
Lump-sum turnkey $ 66,500 $ 434,700 $ 501,200
Reimbursable 7,289,700 191,200 7,480,900
Eliminations (5,100) (5,800) (10,900)
Total $ 7,822,000 $ 1,598,400 $9,420,400
Lump-sum turnkey $ 194,000 $ 256,100 $ 450,100
Reimbursable 3,886,600 37,500 3,924,100
Eliminations (33,700) (1,300) (35,000)
Total $ 4,501,500 $ 929,900 $5,431,400
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Global Global
BACKLOG (FUTURE REVENUES) BY PROJECT LOCATION:
North America $ 212,600 $ 518,800 $ 731,400
South America 139,900 130,500 270,400
Europe 672,100 436,900 1,109,000
Asia 1,140,000 87,400 1,227,400
Middle East 341,900 100 342,000
Total $ 4,326,800 $ 1,177,600 $5,504,400
North America $ 150,900 $ 742,900 $ 893,800
South America 26,200 132,800 159,000
Europe 610,700 580,000 1,190,700
Asia 2,014,200 137,700 2,151,900
Middle East 1,051,900 600 1,052,500
Total $ 7,822,000 $ 1,598,400 $9,420,400
North America $ 205,600 $ 459,700 $ 665,300
South America 55,700 49,200 104,900
Europe 599,800 338,700 938,500
Asia 1,269,200 80,000 1,349,200
Middle East 1,592,300 800 1,593,100
Total $ 4,501,500 $ 929,900 $5,431,400
The foreign currency translation impact on backlog resulted in year-over-year (decreases)/increases of $(1,050,000),
$275,100 and $486,600 as of December 26, 2008, December 28, 2007 and December 29, 2006, respectively.
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Global Global
BACKLOG (FUTURE REVENUES) BY INDUSTRY:
Oil refining 1,497,100 — 1,497,100
Oil and gas 1,872,700 — 1,872,700
Chemical/petrochemical 856,400 — 856,400
Total $ 4,326,800 $ 1,177,600 $5,504,400
Foster Wheeler scope in backlog $ 1,374,500 $ 1,164,800 $2,539,300
E&C man-hours in backlog (in thousands) 12,600 12,600
Oil refining 1,633,100 — 1,633,100
Oil and gas 4,078,600 — 4,078,600
Total $ 7,822,000 $ 1,598,400 $9,420,400
Foster Wheeler scope in backlog $ 1,709,100 $ 1,585,500 $3,294,600
Power generation $ 122,000 $ 812,200 $ 934,200
Oil refining 1,736,400 — 1,736,400
Oil and gas 901,700 — 901,700
Other, net of eliminations (3,100) — (3,100)
Total $ 4,501,500 $ 929,900 $5,431,400
Foster Wheeler scope in backlog $ 1,611,500 $ 916,700 $2,528,200
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Inflation
The effect of inflation on our financial results is minimal. Although a majority of our revenues are realized under long-
term contracts, the selling prices of such contracts, established for deliveries in the future, generally reflect estimated costs
to complete the projects in these future periods. In addition, many of our projects are reimbursable at actual cost plus a fee,
while some of the fixed-price contracts provide for price adjustments through escalation clauses.
Application of Critical Accounting Estimates

The consolidated financial statements are presented in accordance with accounting principles generally accepted in
the United States of America. Management and the Audit Committee of the Board of Directors approve the critical
accounting policies.
Highlighted below are the accounting policies that we consider significant to the understanding and operations of our
business as well as key estimates that are used in implementing the policies.
Revenue Recognition
Revenues and profits on long-term contracts are recorded under the percentage-of-completion method.
Progress towards completion on fixed price contracts is measured based on physical completion of individual tasks for
all contracts with a value of $5,000 or greater. For contracts with a value less than $5,000, progress toward completion is
measured based on the ratio of costs incurred to total estimated contract costs (the cost-to-cost method).
Progress towards completion on cost-reimbursable contracts is measured based on the ratio of quantities expended to
total forecasted quantities, typically man-hours. Incentives are also recognized on a percentage-of-completion basis when
the realization of an incentive is assessed as probable. We include flow-through costs consisting of materials, equipment or
subcontractor services as both operating revenues and cost of operating revenues on cost-reimbursable contracts when we
have overall responsibility as the contractor for the engineering specifications and procurement or procurement services for
such costs. There is no contract profit impact of flow-through costs as they are included in both operating revenues and
cost of operating revenues.
Contracts in process are stated at cost, increased for profits recorded on the completed effort or decreased for
estimated losses, less billings to the customer and progress payments on uncompleted contracts.
We have numerous contracts that are in various stages of completion. Such contracts require estimates to determine
the extent of revenue and profit recognition. We rely extensively on estimates to forecast quantities of labor (man-hours),
materials and equipment, the costs for those quantities (including exchange rates), and the schedule to execute the scope of
work including allowances for weather, labor and civil unrest. Many of these estimates cannot be based on historical data,
as most contracts are unique, specifically designed facilities. In determining the revenues, we must estimate the percentage-
of-completion, the likelihood that the client will pay for the work performed, and the cash to be received net of any taxes
ultimately due or withheld in the country where the work is performed. Projects are reviewed on an individual basis and the
estimates used are tailored to the specific circumstances. In establishing these estimates, we exercise significant judgment,
and all possible risks cannot be specifically quantified.
The percentage-of-completion method requires that adjustments or re-evaluations to estimated project revenues and
costs, including estimated claim recoveries, be recognized on a project-to-date cumulative basis, as changes to the
estimates are identified. Revisions to project estimates are made as additional information becomes known, including
information that becomes available subsequent to the date of the consolidated financial statements up through the date
such consolidated financial statements are filed with the Securities and Exchange Commission. If the final estimated profit to
complete a long-term contract indicates a loss, provision is made immediately for the total loss anticipated. Profits are
accrued throughout the life of the project based on the percentage-of-completion. The project life cycle, including project-
specific warranty commitments, can be up to approximately six years in duration.
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The actual project results can be significantly different from the estimated results. When adjustments are identified
near or at the end of a project, the full impact of the change in estimate is recognized as a change in the profit on the
contract in that period. This can result in a material impact on our results for a single reporting period. We review all of our
material contracts on a monthly basis and revise our estimates as appropriate for developments such as earning project
incentive bonuses, incurring or expecting to incur contractual liquidated damages for performance or schedule issues,
providing services and purchasing third-party materials and equipment at costs differing from those previously estimated
and testing completed facilities, which, in turn, eliminates or confirms completion and warranty-related costs. Project
incentives are recognized when it is probable they will be earned. Project incentives are frequently tied to cost, schedule
and/or safety targets and, therefore, tend to be earned late in a project’s life cycle.
Changes in estimated final contract revenues and costs can either increase or decrease the final estimated contract
profit. In the period in which a change in estimate is recognized, the cumulative impact of that change is recorded based on
progress achieved through the period of change. There were 33, 38, and 29 separate projects that had final estimated
contract profit revisions whose impact on contract profit exceeded $1,000 in fiscal years 2008, 2007, and 2006, respectively.
The changes in final estimated contract profits resulted in a net increase/(decrease) of $26,700, $35,100, and $(5,700) to
reported contract profit for fiscal years 2008, 2007, and 2006, respectively, relating to the revaluation of work performed on
contracts in prior periods. The impact on contract profit is measured as of the beginning of each fiscal year and represents
the incremental contract profit or loss that would have been recorded in prior periods had we been able to recognize in
those periods the impact of the current period changes in final estimated profits.
Asbestos
Some of our U.S. and U.K. subsidiaries are defendants in numerous asbestos-related lawsuits and out-of-court informal
claims pending in the United States and the United Kingdom. Plaintiffs claim damages for personal injury alleged to have
arisen from exposure to or use of asbestos in connection with work allegedly performed by our subsidiaries during the
1970s and earlier. The calculation of asbestos-related liabilities and assets involves the use of estimates as discussed below.
We believe the most critical assumptions within our asbestos liability estimate are the number of future mesothelioma
claims to be filed against us, the number of mesothelioma claims that ultimately will require payment from us or our insurers,
and the indemnity payments required to resolve those mesothelioma claims.
United States
As of December 26, 2008, we had recorded total liabilities of $385,300 comprised of an estimated liability of $158,000
relating to open (outstanding) claims being valued and an estimated liability of $227,300 relating to future unasserted claims
through year-end 2023. Of the total, $64,500 is recorded in accrued expenses and $320,800 is recorded in asbestos-related
liability on the consolidated balance sheet.
Since year-end 2004, we have worked with Analysis Research Planning Corporation, or ARPC, nationally recognized
consultants in projecting asbestos liabilities, to estimate the amount of asbestos-related indemnity and defense costs at
year-end for the next 15 years. Based on its review of fiscal year 2008 activity, ARPC recommended that the assumptions
used to estimate our future asbestos liability be updated as of fiscal year-end 2008. Accordingly, we developed a revised
estimate of our aggregate indemnity and defense costs through fiscal year 2023 considering the advice of ARPC. In fiscal
year 2008, we revalued our liability for asbestos indemnity and defense costs through fiscal year 2023 to $385,300, which
brought our liability to a level consistent with ARPC’s reasonable best estimate. In connection with updating our estimated
asbestos liability and related asset, we recorded a charge of $42,700 in fiscal year 2008 resulting primarily from increased
asbestos defense costs projected through year-end 2023.
Our liability estimate is based upon the following information and/or assumptions: number of open claims, forecasted
number of future claims, estimated average cost per claim by disease type — mesothelioma, lung cancer, and non-
malignancies — and the breakdown of known and future claims into disease type — mesothelioma, lung cancer or non-
malignancies. The total estimated liability, which has not been discounted
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for the time value of money, includes both the estimate of forecasted indemnity amounts and forecasted defense costs.
Total defense costs and indemnity liability payments are estimated to be incurred through fiscal year 2023, during which
period the incidence of new claims is forecasted to decrease each year. We believe that it is likely that there will be new
claims filed after fiscal year 2023, but in light of uncertainties inherent in long-term forecasts, we do not believe that we can
reasonably estimate the indemnity and defense costs that might be incurred after fiscal year 2023. Historically, defense
costs have represented approximately 30% of total defense and indemnity costs. Through December 26, 2008, cumulative
indemnity costs paid, prior to insurance recoveries, were approximately $658,000 and total defense costs paid were
approximately $286,300.
As of December 26, 2008, we had recorded assets of $284,800, which represents our best estimate of actual and
probable insurance recoveries relating to our liability for pending and estimated future asbestos claims through fiscal year
2023; $38,200 of this asset is recorded within accounts and notes receivable-other, and $246,600 is recorded as asbestos-
related insurance recovery receivable on the consolidated balance sheet. The asbestos-related asset recorded within
accounts and notes receivable-other as of December 26, 2008 reflects amounts due in the next 12 months under executed
settlement agreements with insurers and does not include any estimate for future settlements. The recorded asbestos-
related insurance recovery receivable includes an estimate of recoveries from insurers in the unsettled insurance coverage
litigation referred to below based upon the application of New Jersey law to certain insurance coverage issues and
assumptions relating to cost allocation and other factors as well as an estimate of the amount of recoveries under existing
settlements with other insurers. Such amounts have not been discounted for the time value of money.
Since fiscal year-end 2005, we have worked with Peterson Risk Consulting, nationally recognized experts in the
estimation of insurance recoveries, to review our estimate of the value of the settled insurance asset and assist in the
estimation of our unsettled asbestos insurance asset. Based on insurance policy data, historical claim data, future liability
estimates including the expected timing of payments and allocation methodology assumptions we provided them, Peterson
Risk Consulting provided an analysis of the unsettled insurance asset as of December 26, 2008. We utilized that analysis to
determine our estimate of the value of the unsettled insurance asset as of December 26, 2008.
As of December 26, 2008, we estimated the value of our unsettled asbestos insurance asset related to ongoing
litigation in New York state court with our subsidiaries’ insurers at $24,800. The litigation relates to the amounts of
insurance coverage available for asbestos-related claims and the proper allocation of the coverage among our subsidiaries’
various insurers and our subsidiaries as self-insurers. We believe that any amounts that our subsidiaries might be allocated
as self-insurer would be immaterial.
An adverse outcome in the pending insurance litigation described above could limit our remaining insurance
recoveries and result in a reduction in our insurance asset. However, a favorable outcome in all or part of the litigation could
increase remaining insurance recoveries above our current estimate. If we prevail in whole or in part in the litigation, we will
re-value our asset relating to remaining available insurance recoveries based on the asbestos liability estimated at that time.
We have considered the asbestos litigation and the financial viability and legal obligations of our subsidiaries’
insurance carriers and believe that, except for those insurers that have become insolvent for which a reserve has been
provided, the insurers or their guarantors will continue to reimburse a significant portion of claims and defense costs
relating to asbestos litigation. The overall historic average combined indemnity and defense cost per resolved claim through
December 26, 2008 has been approximately $2.7. The average cost per resolved claim is increasing and we believe will
continue to increase in the future.
We plan to update our forecasts periodically to take into consideration our experience and other considerations to
update our estimate of future costs and expected insurance recoveries. The estimate of the liabilities and assets related to
asbestos claims and recoveries is subject to a number of uncertainties that may result in significant changes in the current
estimates. Among these are uncertainties as to the ultimate number and type of claims filed, the amounts of claim costs, the
impact of bankruptcies of other companies with asbestos claims, uncertainties surrounding the litigation process from
jurisdiction to jurisdiction and from case to case, as well as potential legislative changes. Increases in the number of claims
filed or costs to resolve
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those claims could cause us to increase further the estimates of the costs associated with asbestos claims and could have a
material adverse effect on our financial condition, results of operations and cash flows.
The following chart reflects the sensitivities in the fiscal year 2008 consolidated financial statements associated with a
change in certain estimates used in relation to the U.S. asbestos-related liabilities.
Approxim ate C h an ge
C h an ge s (In cre ase or De cre ase ) in Assu m ption: in Liability
One-percentage point change in the inflation rate related to the indemnity and defense costs $ 21,900
Twenty-five percent change in average indemnity settlement amount 59,800
Twenty-five percent change in forecasted number of new claims 56,900
Based on the fiscal year-end 2008 liability estimate, an increase of 25% in the average per claim indemnity settlement
amount would increase the liability by $59,800 as described above and the impact on expense would be dependent upon
available additional insurance recoveries. Assuming no change to the assumptions currently used to estimate our insurance
asset, this increase would result in a charge in the statement of operations in the range of approximately 70% to 80% of the
increase in the liability. Long-term cash flows would ultimately change by the same amount. Should there be an increase in
the estimated liability in excess of this 25%, the percentage of that increase that would be expected to be funded by
additional insurance recoveries will decline.
Our subsidiaries have been effective in managing the asbestos litigation, in part, because our subsidiaries: (1) have
access to historical project documents and other business records going back more than 50 years, allowing them to defend
themselves by determining if the claimants were present at the location of the alleged asbestos exposure and, if so, the
timing and extent of their presence; (2) maintain good records on insurance policies and have identified and validated
policies issued since 1952; and (3) have consistently and vigorously defended these claims which has resulted in dismissal
of claims that are without merit or settlement of meritorious claims at amounts that are considered reasonable.
United Kingdom
As of December 26, 2008, we had recorded total liabilities of $37,800 comprised of an estimated liability relating to open
(outstanding) claims of $8,400 and an estimated liability relating to future unasserted claims through fiscal year 2023 of
$29,400. Of the total, $2,800 was recorded in accrued expenses and $35,000 was recorded in asbestos-related liability on the
consolidated balance sheet. An asset in an equal amount was recorded for the expected U.K. asbestos-related insurance
recoveries, of which $2,800 was recorded in accounts and notes receivable-other and $35,000 was recorded as asbestos-
related insurance recovery receivable on the consolidated balance sheet. The liability estimates are based on a U.K. House
of Lords judgment that pleural plaque claims do not amount to a compensable injury and accordingly, we have reduced our
liability assessment. If this ruling was reversed by legislation, the asbestos liability and related asset recorded in the U.K.
would be approximately $51,500.
Defined Benefit Pension and Other Postretirement Benefit Plans

We have defined benefit pension plans in the United States, the United Kingdom, Canada, France, and Finland and we
have other postretirement benefit plans for health care and life insurance benefits in the United States and Canada. The
U.S. plans, which are frozen to new entrants and additional benefit accruals, and the Canadian, Finnish and French plans,
are non-contributory. The U.K. plan, which is closed to new entrants, is contributory. Additionally, one of our subsidiaries
in the United States also has a benefit plan which provides coverage for an employee’s beneficiary upon the death of the
employee. This plan has been closed to new entrants since 1988.
We adopted the provisions of SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other
Postretirement Plans, an amendment of FASB Statements 87, 88, 106, and 132(R),” on December 29, 2006, the last day of
fiscal year 2006. SFAS No. 158 requires us to recognize the funded status of each of our defined benefit pension and other
postretirement benefit plans on the consolidated balance sheet. SFAS No. 158
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also requires us to recognize any gains or losses, which are not recognized as a component of annual service cost, as a
component of comprehensive income, net of tax. Upon adoption of SFAS No. 158, we recorded net actuarial losses, prior
service cost/(credits) and a net transition asset as a net charge to accumulated other comprehensive loss on the
consolidated balance sheet. Please refer to Note 8 of the consolidated financial statements in this annual report on Form 10-
K for more information.
The calculations of defined benefit pension and other postretirement benefit liabilities, annual service cost and cash
contributions required, rely heavily on estimates about future events often extending decades into the future. We are
responsible for establishing the assumptions used for the estimates, which include:
• The discount rate used to calculate the present value of future obligations;
• The expected long-term rate of return on plan assets;
• The expected rate of annual salary increases;
• The selection of the actuarial mortality tables;
• The annual healthcare cost trend rate (only for the other postretirement benefit plans); and
• The annual inflation rate.
We utilize our business judgment in establishing the estimates used in the calculations of our defined benefit pension
and other postretirement benefit liabilities, annual service cost and cash contributions. These estimates are updated on an
annual basis or more frequently upon the occurrence of significant events. The estimates can vary significantly from the
actual results and we cannot provide any assurance that the estimates used to calculate the defined benefit pension and
postretirement benefit liabilities included herein will approximate actual results. The volatility between the assumptions and
actual results can be significant.
The following table summarizes the estimates used for our defined benefit pension plans for fiscal years 2008, 2007, and
2006:
De ce m be r 26, 2008 De ce m be r 28, 2007 De ce m be r 29, 2006
Un ite d Un ite d Un ite d Un ite d Un ite d Un ite d
S tate s Kingdom O the r S tate s Kingdom O the r S tate s Kingdom O the r
Weighted-average
assumptions — net
periodic benefit cost:
Discount rate 6.31% 5.74% 5.24% 5.81% 5.14% 4.50% 5.45% 4.86% 4.60%
Long-term rate of return 7.90% 6.86% 7.00% 8.00% 6.94% 7.50% 8.00% 6.84% 7.50%
Salary growth N/A 4.28% 3.10% N/A 3.83% 2.35% N/A 3.84% 3.21%
Weighted-average
assumptions —
projected benefit
obligations:
Discount rate 6.23% 6.21% 6.39% 6.31% 5.72% 5.30%
Salary growth N/A 3.53% 3.17% N/A 4.12% 3.47%
N/A — Not applicable as plan is frozen and future salary levels do not affect benefits payable.
The discount rate is developed using a market-based approach that matches our projected benefit payments to a spot
yield curve of high-quality corporate bonds. Changes in the discount rate from period-to-period were generally due to
changes in long-term interest rates.
The expected long-term rate of return on plan assets is developed using a weighted-average methodology, blending
the expected returns on each class of investment in the plans’ portfolios. The expected returns by asset class are developed
considering both past performance and future considerations.
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The following tables reflect the sensitivities in the consolidated financial statements associated with a change in
certain estimates used in relation to the United States and the United Kingdom defined benefit pension plans. Each of the
sensitivities below reflects an evaluation of the change based solely on a change in that particular estimate.
Approxim ate Incre ase (De cre ase )
Im pact on 2009
Im pact on Liabilitie s Be n e fit C ost
U.S. Pension Plans:
One-tenth of a percentage point increase in the discount rate $ (3,037) $ 19
One-tenth of a percentage point decrease in the discount rate 3,065 (22)
One-tenth of a percentage point increase in the expected return on plan assets — (217)
One-tenth of a percentage point decrease in the expected return on plan assets — 217
U.K. Pension Plans:
One-tenth of a percentage point increase in the discount rate $ (8,896) $ (1,289)
One-tenth of a percentage point decrease in the discount rate 8,896 1,302
One-tenth of a percentage point increase in the expected return on plan assets — (656)
One-tenth of a percentage point decrease in the expected return on plan assets — 656
As of December 26, 2008, our defined benefit pension plans had net actuarial losses of $467,700, which were recognized
in accumulated other comprehensive loss on the consolidated balance sheet. The net actuarial losses reflect differences
between expected and actual plan experience and changes in actuarial assumptions, all of which occurred over time. These
net actuarial losses, to the extent not offset by future actuarial gains, will result in increases in our future pension costs
depending on several factors, including whether such losses exceed the corridor in which losses are not amortized. The net
actuarial losses outside the corridor are amortized over the expected remaining service periods of active participants for the
non-U.S. plans (9 years for the U.K. plans, 11 years for the Canadian plan and 19 years for the Finnish plan) and average life
expectancy of participants for the U.S. plans (approximately 26 years) since benefits are frozen. In addition, our defined
benefit pension plans had prior service costs of $68,500, which were recognized in accumulated other comprehensive loss
on the consolidated balance sheet as of December 26, 2008. The prior service costs are amortized over schedules
established at the date of each plan change (9 years for the U.K. plans). The estimated net actuarial loss and prior service
cost that will be amortized from accumulated other comprehensive loss into net periodic benefit cost over the next fiscal
year are $20,300 and $7,300, respectively.
A one-tenth of a percentage point decrease in the funding rates, used for calculating future funding requirements to
the U.S. plans through 2013, would increase aggregate contributions over the next five years by approximately $1,400, while
an increase by one-tenth of a percentage point would decrease aggregate contributions by approximately $14,300.
A one-tenth of a percentage point decrease in the funding rates, used for calculating future funding requirements to
the U.K. plans through 2013, would increase aggregate contributions over the next five years by approximately $5,800, while
an increase by one-tenth of a percentage point would decrease aggregate contributions by approximately $4,500.
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The following table summarizes the estimates used for our other postretirement benefit plans for fiscal years 2008, 2007,
and 2006:
2008 2007 2006
Weighted-average assumptions — net periodic postretirement
benefit cost:
Discount rate 6.23% 5.73% 5.39%
Weighted-average assumptions — accumulated postretirement
benefit obligation:
Discount rate 6.28% 6.20%
The discount rate is developed using a market-based approach that matches our projected benefit payments to a spot
yield curve of high-quality corporate bonds. Changes in the discount rate from period-to-period were generally due to
changes in long-term interest rates.
As of December 26, 2008, our other postretirement benefit plans had net actuarial losses of $14,200, which were
recognized in accumulated other comprehensive loss on the consolidated balance sheet. The net actuarial losses outside
the corridor are amortized over the average life expectancy of inactive participants (17 years) because benefits are frozen. In
addition, our other postretirement benefit plans had prior service credits of $37,300, which were recognized in accumulated
other comprehensive loss on the consolidated balance sheet as of December 26, 2008. The prior service credits are
amortized over schedules established at the date of each plan change (9 years). The estimated net actuarial loss and prior
service credit that will be amortized from accumulated other comprehensive loss into net periodic postretirement benefit cost
over the next fiscal year are $1,000 and $4,600, respectively.
Share-Based Compensation Plans

Our share-based compensation plans include both restricted awards and stock option awards. Effective December 31,
2005, the first day of fiscal 2006, we adopted the fair value provisions of SFAS No. 123R, “Share-Based Payment,” using the
modified prospective transition method. Under this method, we recognize share-based compensation expense for (i) all
share-based payments granted prior to, but not yet vested as of, December 31, 2005, based on the grant date fair value
originally estimated in accordance with the provisions of SFAS No. 123, and (ii) all future share-based payment awards
based on the grant date fair value estimated in accordance with the provisions of SFAS No. 123R.
Compensation cost for our share-based plans of $15,800, $7,100 and $16,500 was charged against income for fiscal
years 2008, 2007 and 2006, respectively. The related income tax benefit recognized in the consolidated statements of
operations and comprehensive income was $300, $200 and $300 for fiscal years 2008, 2007 and 2006, respectively. We
received $2,800, $18,100 and $17,600 in cash from option exercises under our share-based compensation plans for fiscal
years 2008, 2007 and 2006, respectively.
As of December 26, 2008, there was $20,800 and $21,800 of total unrecognized compensation cost related to stock
options and restricted awards, respectively. Those costs are expected to be recognized over a weighted-average period of
approximately 30 months.
We estimate the fair value of each option award on the date of grant using the Black-Scholes option valuation model,
which incorporates assumptions regarding a number of complex and subjective variables. We then recognize the fair value
of each option as compensation cost ratably using the straight-line attribution method over the service period (generally the
vesting period). The Black-Scholes model incorporates the following assumptions:
• Expected volatility — we estimate the volatility of our common share price at the date of grant using historical
volatility adjusted for periods of unusual stock price activity.
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• Expected term — we estimate the expected term of options using the “simplified” method, as outlined in Staff
Accounting Bulletin No. 107, “Share-Based Payment.”
• Risk-free interest rate — we estimate the risk-free interest rate using the U.S. Treasury yield curve for periods equal
to the expected term of the options in effect at the time of grant.
• Dividends — we use an expected dividend yield of zero because we have not declared or paid a cash dividend since
July 2001 and we do not have any plans to declare or pay any cash dividends.
We estimate pre-vesting forfeitures at the time of grant using a combination of historical data and demographic
characteristics, and we revise those estimates in subsequent periods if actual forfeitures differ from those estimates. We
record share-based compensation expense only for those awards that are expected to vest.
If factors change and we employ different assumptions in the application of SFAS No. 123R in future periods, the
compensation expense that we record under SFAS No. 123R for future awards may differ significantly from what we have
recorded in the current period. There is a high degree of subjectivity involved in selecting the option pricing model
assumptions used to estimate share-based compensation expense under SFAS No. 123R. Option pricing models were
developed for use in estimating the value of traded options that have no vesting or hedging restrictions, are fully
transferable and do not cause dilution. Because our share-based payments have characteristics significantly different from
those of freely traded options, and because changes in the subjective input assumptions can materially affect our estimates
of fair value, existing valuation models may not provide reliable measures of the fair value of our share-based compensation.
Consequently, there is a risk that our estimates of the fair value of our share-based compensation awards on the grant dates
may bear little resemblance to the actual value realized upon the exercise, expiration or forfeiture of those share-based
payments in the future. Stock options may expire worthless or otherwise result in zero intrinsic value compared to the fair
value originally estimated on the grant date and reported in the consolidated financial statements. Alternatively, value may
be realized from these instruments that are significantly in excess of the fair value originally estimated on the grant date and
reported in the consolidated financial statements.
There are significant differences among valuation models. This may result in a lack of comparability with other
companies that use different models, methods and assumptions. There is also a possibility that we will adopt different
valuation models in the future. This may result in a lack of consistency in future periods and may materially affect the fair
value estimate of share-based payments.
Goodwill and Intangible Assets

At least annually, we evaluate goodwill for potential impairment, as prescribed by SFAS No. 142, “Goodwill and Other
Intangible Assets.” We test for impairment at the reporting unit level as defined in SFAS No. 142. This test is a two-step
process. The first step of the goodwill impairment test, used to identify potential impairment, compares the fair value of the
reporting unit with its carrying amount, including goodwill. If the fair value, which is estimated based on future cash flows,
exceeds the carrying amount, goodwill is not considered impaired. If the carrying amount exceeds the fair value, the second
step must be performed to measure the amount of the impairment loss, if any. The second step compares the implied fair
value of the reporting unit’s goodwill with the carrying amount of that goodwill. In the fourth quarter of each year, we
evaluate goodwill at each reporting unit to assess recoverability, and impairments, if any, are recognized in earnings. An
impairment loss would be recognized in an amount equal to the excess of the carrying amount of the goodwill over the
implied fair value of the goodwill. SFAS No. 142 also requires that intangible assets with determinable useful lives be
amortized over their respective estimated useful lives and reviewed for impairment in accordance with SFAS No. 144,
“Accounting for the Impairment or Disposal of Long-Lived Assets.”
Goodwill of $50,900 and intangible assets of $12,300 relate to our Global Power Group’s European operations that have
experienced a number of performance related issues. Should the performance of this unit deteriorate in the future, it is
possible that these amounts could become impaired requiring a write-down of the
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carrying values. In fiscal year 2008, the evaluation indicated that no adjustment to the carrying value of goodwill or
intangible assets of our Global Power Group’s European operations was required.
In fiscal year 2007, we recorded a goodwill impairment charge of $2,400 based on discounted cash flows in connection
with the decision to wind down the operations of one of our U.S. reporting units.
Income Taxes
Deferred tax assets/liabilities are established for the difference between the financial reporting and income tax basis of
assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets are reduced by a
valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates
on the date of enactment.
For statutory purposes, the majority of the deferred tax assets for which a valuation allowance is provided as of
December 26, 2008 do not begin to expire until 2024 or later, based on the current tax laws. We have a valuation allowance of
$318,700 recorded as of December 26, 2008.
In June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an
interpretation of FASB Statement No. 109 (FIN 48)”, which addresses the determination of whether tax benefits claimed or
expected to be claimed on a tax return should be recorded in the financial statements. We adopted the provisions of FIN 48
on December 30, 2006, the first day of fiscal year 2007. Under FIN 48, we recognize the tax benefit from an uncertain tax
position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities,
based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position
are based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.
FIN 48 also provides guidance on the derecognition of the benefit of an uncertain tax position, classification of the
unrecognized tax benefits in the balance sheet, accounting for and classification of interest and penalties on income tax
uncertainties, accounting in interim periods and disclosures.
Our subsidiaries file income tax returns in numerous tax jurisdictions, including the United States, several U.S. states
and numerous non-U.S. jurisdictions around the world. Tax returns are also filed in jurisdictions where our subsidiaries
execute project-related work. The statute of limitations varies by the various jurisdictions in which we operate. Because of
the number of jurisdictions in which we file tax returns, in any given year the statute of limitations in certain jurisdictions
may expire without examination within the 12-month period from the balance sheet date. As a result, we expect recurring
changes in unrecognized tax benefits due to the expiration of the statute of limitations, none of which are expected to be
individually significant. With few exceptions, we are no longer subject to U.S. (including federal, state and local) or non-
U.S. income tax examinations by tax authorities for years before fiscal year 2003.
During fiscal year 2008, we settled a tax audit in the Asia Pacific region which resulted in a $3,200 reduction of
unrecognized tax benefits and a corresponding reduction in the provision for income taxes. A number of tax years are also
under audit by the relevant state and non-U.S. tax authorities. We anticipate that several of these audits may be concluded
in the foreseeable future, including in fiscal year 2009. Based on the status of these audits, it is reasonably possible that the
conclusion of the audits may result in a reduction of unrecognized tax benefits. However, it is not possible to estimate the
impact of this change at this time.
As a result of the adoption of FIN 48, we recognized a $4,400 reduction in the opening balance of our shareholders’
equity as of December 30, 2006. This resulted from changes in the amount of tax benefits recognized related to uncertain tax
positions and the accrual of interest and penalties.
As of December 26, 2008, we had $48,700 of unrecognized tax benefits, of which $48,400 would, if recognized, affect our
effective tax rate, before existing valuation allowance considerations.
We recognize interest accrued on the unrecognized tax benefits in interest expense and penalties on the unrecognized
tax benefits in other deductions, net on our consolidated statement of operations. We recorded net interest expense and net
penalties totaling $(1,200) and $2,700, in fiscal years 2008 and 2007, respectively, of which the net penalties in fiscal year
2008 is net of $5,000 of previously accrued tax penalties which were
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ultimately not assessed. As of December 26, 2008, $21,500 was accrued for the payment of interest and penalties.
Accounting Developments
In September 2006, the Financial Accounting Standards Board, or FASB, issued SFAS No. 157, “Fair Value
Measurements.” SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted
accounting principles, and expands disclosures about fair value measurements. The standard is effective for financial assets
and liabilities, as well as for any other assets and liabilities that are required to be measured at fair value on a recurring basis,
in financial statements for fiscal years beginning after November 15, 2007. In February 2008, the FASB issued a partial one-
year deferral of SFAS No. 157 for nonfinancial assets and liabilities that are only subject to fair value measurement on a
nonrecurring basis. We have elected to defer the application of SFAS No. 157 for our nonfinancial assets and liabilities
measured at fair value on a nonrecurring basis until the fiscal year beginning December 27, 2008, and are in the process of
assessing its impact on our financial position and results of operations related to such assets and liabilities. Our financial
assets and liabilities that are recorded at fair value consist primarily of the assets or liabilities arising from derivative
financial instruments. The adoption of SFAS No. 157 did not have a material effect on our financial position or results of
operations.
In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations.” SFAS No. 141R replaces
SFAS No. 141, “Business Combinations” and changes the accounting treatment for business acquisitions. SFAS No. 141R
requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities
assumed in the transaction and establishes the acquisition-date fair value as the measurement objective for all assets
acquired and liabilities assumed in a business combination. Certain provisions of this standard will, among other things,
impact the determination of acquisition-date fair value of consideration paid in a business combination (including
contingent consideration); exclude transaction costs from acquisition accounting; and change accounting practices for
acquired contingencies, acquisition-related restructuring costs, in-process research and development, indemnification
assets, and tax benefits. Most of the provisions of SFAS No. 141R apply prospectively to business combinations for which
the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008.
Early adoption is not permitted. Based on the acquisitions we have completed in the past, the adoption of SFAS No. 141R
will not have a material impact on our financial position and results of operations. If, in the future, we make material
acquisitions SFAS No. 141R may have a material impact on our financial position and results of operations.
In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements —
an amendment of ARB No. 51.” SFAS No. 160 amends the accounting and reporting standards for the noncontrolling
interest in a subsidiary (often referred to as “minority interest”) and for the deconsolidation of a subsidiary. Under
SFAS No. 160, the noncontrolling interest in a subsidiary is reported as equity in the parent company’s consolidated
financial statements. SFAS No. 160 also requires that the parent company’s consolidated statement of operations include
both the parent and noncontrolling interest share of the subsidiary’s statement of operations. Formerly, the noncontrolling
interest share was shown as a reduction of income on the parent’s consolidated statement of operations. SFAS No. 160 is
effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008.
SFAS No. 160 is to be applied prospectively as of the beginning of the fiscal year in which this statement is initially applied;
however, presentation and disclosure requirements shall be applied retrospectively for all periods presented. Upon our
adoption of SFAS No. 160 as of the beginning of fiscal year 2009, we will (i) reclassify our minority interest liability to a
separate section entitled “noncontrolling interests” within total equity on our consolidated balance sheet, which will
increase total equity by $28,700, $31,800 and $29,900 as of December 26, 2008, December 28, 2007 and December 29, 2006,
respectively; (ii) remove minority interest expense from the determination of total net income on our consolidated statement
of operations, which will increase total net income by $7,200, $5,600 and $4,800 for the fiscal years ended December 26, 2008,
December 28, 2007 and December 29, 2006, respectively; (iii) include minority interest expense in the determination of net
income attributable to Foster Wheeler AG (as successor parent to Foster Wheeler Ltd. — please see Note 21 to the
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consolidated financial statements in this annual report on Form 10-K for further information related to the Redomestication)
and earnings per registered share, formerly earnings per common share in the consolidated financial statements of Foster
Wheeler Ltd., on the consolidated statement of operations, which will correspond to the net income and earnings per
common share figures previously reported.
In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities.”
SFAS No. 161 requires enhanced disclosures to enable investors to better understand the effects of derivative instruments
and hedging activities on an entity’s financial position, financial performance and cash flows. SFAS No. 161 changes the
disclosure requirements about the location and amounts of derivative instruments in an entity’s financial statements, how
derivative instruments and related hedged items are accounted for under SFAS No. 133, and how derivative instruments and
related hedged items affect the company’s financial position, financial performance and cash flows. Additionally,
SFAS No. 161 requires disclosure of the fair values of derivative instruments and their gains and losses in a tabular format.
SFAS No. 161 also requires more information about an entity’s liquidity by requiring disclosure of derivative features that
are credit risk-related. Finally, SFAS No. 161 requires cross-referencing within footnotes to enable financial statement users
to locate important information about derivative instruments. SFAS No. 161 is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. We are currently
assessing the impact that SFAS No. 161 may have on our financial statement disclosures.
In December 2008, the FASB issued FASB Staff Position No. FSP FAS 132(R)-1, “Employers’ Disclosures about
Postretirement Benefit Plan Assets” (FSP FAS 132(R)-1). FSP FAS 132(R)-1 will expand the disclosures regarding
investments held by employer-sponsored defined benefit pension plans and other postretirement plans, with the purpose of
providing additional information related to the valuation methodologies for these assets similar to the valuation
methodologies defined in SFAS No. 157. Additionally, FSP FAS 132(R)-1 will require disclosures on how investment
allocation decisions are made as well as significant concentrations of risk within plan assets. FSP FAS 132(R)-1 is effective
for financial statements issued for fiscal years ending after December 15, 2009. We will amend our disclosures accordingly in
our 2009 consolidated financial statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

(amounts in thousands of dollars)
Interest Rate Risk — We are exposed to changes in interest rates should we need to borrow under our domestic
senior credit agreement (there were no such borrowings as of December 26, 2008 and, based on current operating plans and
cash flow forecasts, none are expected in fiscal year 2009) and, to a limited extent, under our variable rate special-purpose
limited recourse project debt for any portion of the debt for which we have not entered into a fixed rate swap agreement. If
average market rates are 100-basis points higher in the next twelve months, our interest expense for such period of time
would increase, and our income before income taxes would decrease, by approximately $400. This amount has been
determined by considering the impact of the hypothetical interest rates on our variable rate borrowings as of December 26,
2008 and does not reflect the impact of interest rate changes on outstanding debt held by certain of our equity interests
since such debt is not consolidated on our balance sheet.
Foreign Currency Risk — We operate on a worldwide basis with substantial operations in Europe that subject us to
translation risk on the Euro and British pound. As part of our policies we do not hedge translation risk exposure. All
significant activities of our non-U.S. affiliates are recorded in their functional currency, which is typically the country of
domicile of the affiliate. While this mitigates the potential impact of earnings fluctuations as a result of changes in foreign
currency exchange rates, our affiliates do enter into transactions through the normal course of operations in currencies
other than their functional currency. We seek to minimize the resulting exposure to foreign currency fluctuations by
matching the revenues and expenses in the same currency for our long-term contracts.
We further mitigate these foreign currency exposures through the use of foreign currency forward exchange contracts
to hedge the exposed item, such as anticipated purchases or revenues, back to their
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functional currency. We utilize all such financial instruments solely for hedging, and our company policy prohibits the
speculative use of such instruments. However, for financial reporting purposes, these contracts are generally not accounted
for as hedges. Please refer to Note 16 to the consolidated financial statements in this annual report on Form 10-K for further
information. If the counterparties to these contracts fail to perform under the settlement terms of the financial instruments,
we could be subject to foreign currency exposure. To minimize this risk, we enter into these financial instruments with
financial institutions that are primarily rated “BBB+” or better by Standard & Poor’s (or the equivalent by other recognized
credit rating agencies).
At December 26, 2008, our primary foreign currency forward exchange contracts are set forth below:
He dge d Fore ign Notional Am ou n t of Notional Am ou n t of

C u rre n cy Exposure Forward Bu y C on tracts Forward S e ll C on tracts
C u rre n cy He dge d Fu n ction al (in e qu ivale n t (in e qu ivale n t (in e qu ivale n t
(bou gh t or sold forward) C u rre n cy U.S . dollars) U.S . dollars) U.S . dollars)
Euro British pound $ 770 $ — $ 770
Canadian dollar 1,168 1,168 —
Chilean peso 1,051 — 1,051
Chinese renminbi 1,523 — 1,523
Australian dollar British pound 12,717 — 12,717
British pound Singapore dollar 2,488 — 2,488
Thai baht 131 131 —
Canadian dollar Euro 4,714 4,714 —
Chinese renminbi U.S. dollar 108,712 108,712 —
Polish zloty Euro 71,112 71,112 —
South African rand British pound 3,407 — 3,407
U.S. dollar British pound 113,103 3,254 109,849
Chinese renminbi 22,297 — 22,297
Euro 33,138 14,293 18,845
Total $ 376,331 $ 203,384 $ 172,947
The notional amount provides one measure of the transaction volume outstanding as of year-end. Amounts ultimately
realized upon final settlement of these financial instruments, along with the gains and losses on the underlying exposures
within our long-term contracts, will depend on actual market exchange rates during the remaining life of the instruments. The
contracts mature between fiscal years 2009 and 2011. Increases in fair value of the currencies sold forward result in losses
while increases in the fair value of the currencies bought forward result in gains. The contracts have been established by
various international subsidiaries to sell a variety of currencies and receive their respective functional currency or other
currencies for which they have payment obligations to third-parties. Please refer to Note 16 to the consolidated financial
statements in this annual report on Form 10-K for further information regarding derivative financial instruments.
73
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Financial Statements
Page
Report of Independent Registered Public Accounting Firm 75
Consolidated Statement of Operations 76
Consolidated Balance Sheet 77
Consolidated Statement of Changes in Shareholders’ Equity 78
Consolidated Statement of Comprehensive Income 79
Consolidated Statement of Cash Flows 80
Notes to Consolidated Financial Statements 82
Financial Statement Schedule 141
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Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Foster Wheeler AG:

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material
respects, the financial position of Foster Wheeler Ltd. and its subsidiaries (“the Company”) at December 26, 2008 and
December 28, 2007, and the results of their operations and their cash flows for each of the three fiscal years in the period
ended December 26, 2008 in conformity with accounting principles generally accepted in the United States of America. In
addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material
respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also
in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of
December 26, 2008, based on criteria established in Internal Control — Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these
financial statements and the financial statement schedule, for maintaining effective internal control over financial reporting
and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on
Internal Control Over Financial Reporting appearing under Item 9A of the Company’s Form 10-K. Our responsibility is to
express opinions on these financial statements, on the financial statement schedule, and on the Company’s internal control
over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits
to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether
effective internal control over financial reporting was maintained in all material respects. Our audits of the financial
statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates made by management, and evaluating the
overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included
performing such other procedures as considered necessary in the circumstances. We believe that our audits provide a
reasonable basis for our opinions.
As discussed in Note 8 to the consolidated financial statements, the Company changed the manner in which it
accounts for pension and other postretirement benefits in fiscal year 2006. As discussed in Note 1 and Note 15 to the
consolidated financial statements, the Company changed the manner in which it accounts for uncertain tax positions in
fiscal year 2007.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and
procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
/s/ PRICEWATERHOUSECOOPERS LLP

PricewaterhouseCoopers LLP
Florham Park, New Jersey
February 24, 2009
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FOSTER WHEELER LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands of dollars, except per share amounts)
2008 2007 2006
Cost of operating revenues (5,958,644) (4,362,922) (2,987,261)
Contract profit 895,646 744,321 507,787
Selling, general and administrative expenses (283,883) (246,237) (225,330)
Other income, net 53,001 61,410 48,610
Other deductions, net (54,382) (45,540) (45,453)
Interest income 44,743 35,627 15,119
Interest expense (17,621) (19,855) (24,944)
Minority interest in income of consolidated affiliates (7,249) (5,577) (4,789)
Net asbestos-related (provision)/gain (6,607) 6,145 100,131
Prior domestic senior credit agreement fees and expenses — — (14,955)
Loss on debt reduction initiatives — — (12,483)
Income before income taxes 623,648 530,294 343,693
Provision for income taxes (97,028) (136,420) (81,709)
Net income $ 526,620 $ 393,874 $ 261,984
Earnings per common share (see Note 1):
Basic $ 3.73 $ 2.78 $ 1.82
Diluted $ 3.68 $ 2.72 $ 1.72
See notes to consolidated financial statements.
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CONSOLIDATED BALANCE SHEET
(in thousands of dollars, except share data and per share amounts)
2008 2007
AS S ETS
C u rre n t Asse ts:
Cash and cash equivalents $ 773,163 $ 1,048,544
Short-term investments 2,448 —
Accounts and notes receivable, net:
T rade 608,994 580,883
Other 95,633 98,708
Contracts in process 241,135 239,737
P repaid, deferred and refundable income taxes 31,667 36,532
Other current assets 37,146 39,979
T otal current assets 1,790,186 2,044,383
Land, buildings and equipment, net 383,209 337,485
Restricted cash 22,737 20,937
Notes and accounts receivable — long-term 1,788 2,941
Investments in and advances to unconsolidated affiliates 210,776 198,346
Goodwill 62,165 53,345
Other intangible assets, net 59,874 61,190
Asbestos-related insurance recovery receivable 281,540 324,588
Other assets 82,223 93,737
Deferred income taxes 116,756 112,036
TO TAL ASS ETS $ 3,011,254 $ 3,248,988
LIABILITIES , TEMPO RARY EQ UITY AND S HAREHO LDERS ’ EQ UITY

C u rre n t Liabilitie s:
Current installments on long-term debt $ 24,375 $ 19,368
Accounts payable 365,347 372,531
Accrued expenses 303,813 331,814
Billings in excess of costs and estimated earnings on uncompleted contracts 750,233 744,236
Income taxes payable 44,846 55,824
T otal current liabilities 1,488,614 1,523,773
Long-term debt 192,989 185,978
Deferred income taxes 66,114 81,008
P ension, postretirement and other employee benefits 320,959 290,741
Asbestos-related liability 355,779 376,803
Other long-term liabilities 157,933 185,143
Minority interest 28,718 31,773
Commitments and contingencies
TO TAL LIABILITIES 2,611,106 2,675,219
Te m porary Equ ity:
Non-vested share-based compensation awards subject to redemption 7,586 2,728
TO TAL TEMPO RARY EQ UITY 7,586 2,728
S h are h olde rs’ Equ ity:
P referred shares:
$0.01 par value; authorized: December 26, 2008 — 901,135 shares and December 28, 2007 —
901,943 shares; issued and outstanding: December 26, 2008 — 1,079 shares and December 28,
2007 — 1,887 shares — —
Common shares:
$0.01 par value; authorized: December 26, 2008 — 296,007,818 shares and December 28, 2007 —
296,007,011 shares; issued and outstanding: December 26, 2008 - 126,177,611 shares and
December 28, 2007 — 143,877,804 shares 1,262 1,439
P aid-in capital 914,063 1,385,311
Accumulated deficit (27,975) (554,595)
Accumulated other comprehensive loss (494,788) (261,114)
TO TAL SHAREHO LDERS ’ EQ UITY 392,562 571,041
TO TAL LIABILITIES , TEMPO RARY EQ UITY AND S HAREHO LDERS ’ EQ UITY $ 3,011,254 $ 3,248,988
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CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
(in thousands of dollars, except share data)
Fiscal Years Ended
December 26, December 28, December 29,
2008 2007 2006
Shares Amount Shares Amount Shares Amount
Preferred Shares:
Balance at beginning of year 1,887 $ — 3,658 $ — 4,195 $ —
Preferred shares converted into common shares (808) — (1,771) — (537) —
Balance at end of year 1,079 $ — 1,887 $ — 3,658 $ —
Common Shares:
Balance at beginning of year 143,877,804 $ 1,439 138,182,948 $ 1,382 114,924,524 $ 1,150
Retirement of common shares purchased under common share repurchase
program (18,098,519) (181) — — — —
Issuance of common shares upon exercise of common share purchase
warrants 88,762 1 1,801,798 18 16,888,556 169
Issuance of common shares upon equity-for-debt exchanges — — — — 2,555,800 26
Issuance of common shares upon exercise of stock options 142,038 1 2,976,020 30 3,046,430 30
Issuance of common shares related to restricted awards 62,486 1 686,818 7 701,614 7
Cancellation of common shares upon forfeiture of restricted awards — — — — (4,952) —
Issuance of common shares upon conversion of preferred shares 105,040 1 230,220 2 70,976 —
Balance at end of year 126,177,611 $ 1,262 143,877,804 $ 1,439 138,182,948 $ 1,382
Paid-in Capital:
Balance at beginning of year $ 1,385,311 $ 1,348,800 $ 1,186,943
Retirement of common shares purchased under common share repurchase
program (485,408) — —
Issuance of common shares upon exercise of common share purchase
warrants 413 8,430 75,514
Issuance of common shares upon equity-for-debt exchanges — — 58,737
Issuance of common shares upon exercise of stock options 2,790 18,046 17,565
Issuance of common shares related to restricted awards (1) (7) (7)
Share-based compensation expense-stock options and restricted awards 10,909 5,350 15,491
Excess tax benefit related to share-based compensation 50 4,694 2,915
Reclassification of unearned compensation balance upon adoption of
SFAS No. 123R — — (8,358)
Issuance of common shares upon conversion of preferred shares (1) (2) —
Balance at end of year $ 914,063 $ 1,385,311 $ 1,348,800
Accumulated Deficit:
Balance at beginning of year $ (554,595) $ (944,113) $ (1,206,097)
Cumulative effect of adoption of FIN 48 — (4,356) —
Balance at beginning of year, as adjusted (554,595) (948,469) (1,206,097)
Net income for the year 526,620 393,874 261,984
Balance at end of year $ (27,975) $ (554,595) $ (944,113)
Accumulated Other Comprehensive Loss:
Balance at beginning of year $ (261,114) $ (343,342) $ (314,796)
Foreign currency translation adjustments (68,747) 31,939 31,612
Net (losses)/gains on derivative instruments designated as cash flow
hedges (net of tax benefit/(provision): 2008 — $3,280; 2007 —
$(432); 2006 — $(203)) (8,645) 1,331 342
Defined benefit pension and other postretirement plans:
Adjustment resulting from the adoption of SFAS No. 158 (net of tax
benefit: 2006 — $54,364) — — (100,587)
Pension and other postretirement benefits (net of tax benefit/
(provision): 2008 — $8,278; 2007 — $(12,635); 2006 —
$(4,674)) (156,282) 48,958 40,087
Balance at end of year $ (494,788) $ (261,114) $ (343,342)
Unearned Compensation:
Balance at beginning of year $ — $ — $ (8,358)
Reclassification of unearned compensation balance upon adoption of
SFAS No. 123R — — 8,358
Balance at end of year $ — $ — $ —
Total Shareholders’ Equity $ 392,562 $ 571,041 $ 62,727
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(in thousands of dollars)
2008 2007 2006
Net income $ 526,620 $ 393,874 $ 261,984
Foreign currency translation adjustments (68,747) 31,939 31,612
Net (losses)/gains on derivative instruments designated as cash flow
hedges (net of tax benefit/(provision): 2008 — $3,280; 2007 —
$(432); 2006 — $(203)) (8,645) 1,331 342
Pension and other postretirement benefits (net of tax benefit/
(provision): 2008 — $8,278; 2007 — $(12,635); 2006 — $(4,674)) (156,282) 48,958 40,087
Comprehensive income $ 292,946 $ 476,102 $ 334,025
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CONSOLIDATED STATEMENT OF CASH FLOWS
2008 2007 2006
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 526,620 $ 393,874 $ 261,984
Adjustments to reconcile net income to cash flows from operating
activities:
Depreciation and amortization 44,798 41,691 30,877
Net asbestos-related provision/(gains) 42,727 7,374 (66,603)
Loss on debt reduction initiatives — — 5,206
Prior domestic senior credit agreement fees and expenses — — 9,488
Share-based compensation expense-stock options and restricted
awards 15,766 7,095 16,474
Excess tax benefit related to share-based compensation (50) (4,694) (2,796)
Deferred tax (benefit)/provision (35,060) 31,937 14,302
Loss/(gain) on sale of assets 1,107 (7,657) (1,464)
Equity in the net earnings of partially-owned affiliates, net of
dividends (10,352) (18,897) (7,837)
Other noncash items (2,302) (669) (3,257)
Changes in assets and liabilities:
Increase in receivables (105,591) (83,930) (225,158)
Net change in contracts in process and billings in excess of costs
and estimated earnings on uncompleted contracts 15,817 25,833 177,350
Increase in accounts payable and accrued expenses 35,509 123,968 39,908
(Decrease)/increase in income taxes payable (778) (7,295) 27,614
Decrease in pension, postretirement and other employee benefits (89,364) (48,403) (17,707)
Net change in asbestos-related assets and liabilities (19,362) (32,559) (27,017)
Net change in other assets and liabilities 9,441 647 33,595
Net cash provided by operating activities 428,926 428,315 264,959
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of businesses, net of cash acquired (14,856) (6,319) 457
Change in restricted cash (2,800) (856) 8,940
Capital expenditures (103,965) (51,295) (30,293)
Proceeds from sale of assets 831 7,567 1,914
Investments in and advances to unconsolidated affiliates (7,620) (1,382) (6,573)
Return of investment from unconsolidated affiliates 2,330 6,324 —
Increase in short-term investments (2,504) — —
Net cash used in investing activities (128,584) (45,961) (25,555)
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CONSOLIDATED STATEMENT OF CASH FLOWS

(Continued)
2008 2007 2006
CASH FLOWS FROM FINANCING ACTIVITIES
Repurchase and retirement of common shares (485,589) — —
Distributions to minority third-party ownership interests (9,625) (5,179) (3,248)
Proceeds from common share purchase warrant exercises 414 8,448 75,683
Proceeds from stock option exercises 2,791 18,076 17,595
Excess tax benefit related to share-based compensation 50 4,694 2,796
Payment of deferred financing costs — — (5,710)
Proceeds from issuance of short-term debt 3,658 — —
Proceeds from issuance of long-term debt 50,939 15,628 2,138
Repayment of long-term debt and capital lease obligations (28,742) (6,598) (90,082)
Net cash (used in)/provided by financing activities (466,104) 35,069 (828)
Effect of exchange rate changes on cash and cash equivalents (109,619) 20,234 21,642
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (275,381) 437,657 260,218
Cash and cash equivalents at beginning of year 1,048,544 610,887 350,669
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 773,163 $ 1,048,544 $ 610,887
Cash paid during the year for:
Interest (net of amount capitalized) $ 13,436 $ 13,384 $ 25,102
Income taxes $ 130,147 $ 111,279 $ 38,611
NON-CASH FINANCING ACTIVITIES

In April 2006, 2,555,800 common shares were exchanged for $50,000 of aggregate principal amount of 2011 senior notes. See
Note 6 for information regarding the equity-for-debt exchange.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies

Basis of Presentation — The consolidated financial statements include the financial position of Foster Wheeler Ltd., a
Bermuda corporation, and its subsidiaries at December 26, 2008 and December 28, 2007, and the results of their operations
and their cash flows for fiscal years 2008, 2007 and 2006.
Subsequent to the fiscal year ended December 26, 2008, at a special court-ordered meeting of common shareholders
held on January 27, 2009, the common shareholders of Foster Wheeler Ltd. approved a scheme of arrangement under
Bermuda law. On February 9, 2009, after receipt of the approval of the scheme of arrangement by the Supreme Court of
Bermuda and the satisfaction of certain other conditions, the transactions contemplated by the scheme of arrangement were
effected. Pursuant to the scheme of arrangement, among other things, all previously outstanding whole common shares of
Foster Wheeler Ltd. were cancelled and the common shareholders of Foster Wheeler Ltd. became common shareholders of
Foster Wheeler AG, a Swiss corporation, and Foster Wheeler Ltd. became a wholly-owned subsidiary of Foster Wheeler
AG, a holding company that owns the stock of its various subsidiary companies. The steps of the scheme of arrangement
together with certain related transactions, which are collectively referred to throughout the Notes to the consolidated
financial statements as the “Redomestication,” effectively changed our place of incorporation from Bermuda to the Canton
of Zug, Switzerland. Please see Note 21 for further information related to the Redomestication including summary pro forma
financial information as of December 26, 2008.
Principles of Consolidation — The consolidated financial statements include the accounts of Foster Wheeler Ltd. and
all significant U.S. and non-U.S. subsidiaries as well as certain entities in which we have a controlling interest. Intercompany
transactions and balances have been eliminated.
Our fiscal year is the 52- or 53-week annual accounting period ending the last Friday in December for U.S. operations
and December 31 for non-U.S. operations. For U.S. operations, fiscal years 2008, 2007 and 2006 included 52 weeks. See
Note 21 for further information related to the Redomestication.
Capital Alterations — See above “— Basis of Presentation” and Note 21 for further information related to the
Redomestication.
On January 8, 2008, our shareholders approved an increase in our authorized share capital at a special general meeting
of common shareholders. The increase in authorized share capital was necessary in order to effect a two-for-one stock split
of our common shares which was approved by our Board of Directors on November 6, 2007. The stock split was effected on
January 22, 2008 in the form of a stock dividend to common shareholders of record at the close of business on January 8,
2008 in the ratio of one additional Foster Wheeler Ltd. common share in respect of each common share outstanding. As a
result, all references to share capital, the number of shares, stock options, restricted awards, per share amounts, cash
dividends, and any other reference to shares in the consolidated financial statements, unless otherwise noted, have been
adjusted to reflect the stock split on a retroactive basis.
Use of Estimates — The preparation of financial statements in conformity with accounting principles generally
accepted in the United States of America requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statements and revenues and expenses during the periods
reported. Actual results could differ from those estimates. Changes in estimates are reflected in the periods in which they
become known. Significant estimates are used when accounting for long-term contracts including estimates of total costs
and customer and vendor claims, employee benefit plan obligations, share-based compensation plans, uncertain tax
positions and deferred taxes, and asbestos liabilities and expected recoveries, among others.
Revenue Recognition on Long-Term Contracts — Revenues and profits on long-term contracts are recorded under the
percentage-of-completion method.
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1. Summary of Significant Accounting Policies — (Continued)
Progress towards completion on fixed price contracts is measured based on physical completion of individual tasks for
all contracts with a value of $5,000 or greater. For contracts with a value less than $5,000, progress toward completion is
measured based on the ratio of costs incurred to total estimated contract costs (the cost-to-cost method).
Progress towards completion on cost-reimbursable contracts is measured based on the ratio of quantities expended to
total forecasted quantities, typically man-hours. Incentives are also recognized on a percentage-of-completion basis when
the realization of an incentive is assessed as probable. We include flow-through costs consisting of materials, equipment or
subcontractor services as both operating revenues and cost of operating revenues on cost-reimbursable contracts when we
have overall responsibility as the contractor for the engineering specifications and procurement or procurement services for
such costs. There is no contract profit impact of flow-through costs as they are included in both operating revenues and
cost of operating revenues.
Contracts in process are stated at cost, increased for profits recorded on the completed effort or decreased for
estimated losses, less billings to the customer and progress payments on uncompleted contracts.
At any point, we have numerous contracts in progress, all of which are at various stages of completion. Accounting
for revenues and profits on long-term contracts requires estimates of total estimated contract costs and estimates of
progress toward completion to determine the extent of revenue and profit recognition. These estimates may be revised as
additional information becomes available or as specific project circumstances change. We review all of our material
contracts on a monthly basis and revise our estimates as appropriate for developments such as earning project incentive
bonuses, incurring or expecting to incur contractual liquidated damages for performance or schedule issues, providing
services and purchasing third-party materials and equipment at costs differing from those previously estimated and testing
completed facilities, which, in turn, eliminates or confirms completion and warranty-related costs. Project incentives are
recognized when it is probable they will be earned. Project incentives are frequently tied to cost, schedule and/or safety
targets and, therefore, tend to be earned late in a project’s life cycle.
Changes in estimated final contract revenues and costs can either increase or decrease the final estimated contract
profit. In the period in which a change in estimate is recognized, the cumulative impact of that change is recorded based on
progress achieved through the period of change. There were 33, 38 and 29 separate projects that had final estimated
contract profit revisions whose impact on contract profit exceeded $1,000 in fiscal years 2008, 2007 and 2006, respectively.
The changes in final estimated contract profits resulted in a net increase/(decrease) of $26,720, $35,150 and $(5,670) to
reported contract profit for fiscal years 2008, 2007 and 2006, respectively, relating to the revaluation of work performed on
contracts in prior periods. Please see Note 17 for further information related to changes in final estimated contract profits.
Claims are amounts in excess of the agreed contract price (or amounts not included in the original contract price) that
we seek to collect from customers or others for delays, errors in specifications and designs, contract terminations, disputed
or unapproved change orders as to both scope and price or other causes of unanticipated additional costs. We record
claims in accordance with paragraph 65 of Statement of Position (“SOP”) 81-1, “Accounting for Performance of
Construction-Type and Certain Production-Type Contracts”, which states that recognition of amounts as additional
contract revenue related to claims is appropriate only if it is probable that the claims will result in additional contract
revenue and if the amount can be reliably estimated. Under SOP 81-1, those two requirements are satisfied by the existence
of all of the following conditions: the contract or other evidence provides a legal basis for the claim; additional costs are
caused by circumstances that were unforeseen at the contract date and are not the result of deficiencies in our performance;
costs associated with the claim are identifiable or otherwise determinable and are reasonable in view of the work performed;
and the evidence supporting the claim is objective and verifiable. If such
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requirements are met, revenue from a claim may be recorded only to the extent that contract costs relating to the claim have
been incurred. Costs attributable to claims are treated as costs of contract performance as incurred and are recorded in
contracts in process. As of December 26, 2008, our consolidated financial statements assumed recovery of commercial
claims of $11,200, of which all was expended. As of December 28, 2007, our consolidated financial statements assumed
recovery of commercial claims of $22,200, of which $3,700 was yet to be expended.
In certain circumstances, we may defer pre-contract costs when it is probable that these costs will be recovered under a
future contract. Such deferred costs would then be included in contract costs upon execution of the anticipated contract.
We had no deferred pre-contract costs as of December 26, 2008 or December 28, 2007.
Certain special-purpose subsidiaries in our global power business group are reimbursed by customers for their costs,
including amounts related to principal repayments of non-recourse project debt, for building and operating certain facilities
over the lives of the corresponding service contracts.
Cash and Cash Equivalents — Cash and cash equivalents include highly liquid short-term investments with original
maturities of three months or less. Cash and cash equivalents of $622,907 and $800,036 were maintained by our non-
U.S. subsidiaries as of December 26, 2008 and December 28, 2007, respectively. These subsidiaries require a portion of these
funds to support their liquidity and working capital needs, as well as to comply with required minimum capitalization and
contractual restrictions. Accordingly, a portion of these funds may not be readily available for repatriation to U.S. entities.
Short-Term Investments — Short-term investments primarily consist of deposits with maturities in excess of three
months but less than one year. Short-term investments are carried at cost which approximates fair value.
Trade Accounts Receivable — Trade accounts receivable represent amounts billed to customers. In accordance with
terms under our long-term contracts, our customers may withhold certain percentages of such billings until completion and
acceptance of the work performed. Final payments of all such amounts withheld might not be received within a one-year
period. In conformity with industry practice, however, the full amount of accounts receivable, including such amounts
withheld, are included in current assets on the consolidated balance sheet.
Trade accounts receivable are continually evaluated for collectibility. Provisions are established on a project-specific
basis when there is an issue associated with the client’s ability to make payments or there are circumstances where the
client is not making payment due to contractual issues.
Contracts in Process and Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts — Under
long-term contracts, amounts recorded in contracts in process and billings in excess of costs and estimated earnings on
uncompleted contracts may not be realized or paid, respectively, within a one-year period. In conformity with industry
practice, however, the full amount of contracts in process and billings in excess of costs and estimated earnings on
uncompleted contracts is included in current assets and current liabilities on the consolidated balance sheet, respectively.
Inventories — Inventories, principally materials and supplies, are stated at the lower of cost or market, determined
primarily on the average-cost method. We had inventories of $15,142 and $15,861 as of December 26, 2008 and December 28,
2007, respectively. Such amounts are recorded within other current assets on the consolidated balance sheet.
Land, Buildings and Equipment — Depreciation is computed on a straight-line basis using estimated lives ranging
from 10 to 50 years for buildings and from 3 to 35 years for equipment. Expenditures for maintenance
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and repairs are charged to expense as incurred. Renewals and betterments are capitalized. Upon retirement or other
disposition of fixed assets, the cost and related accumulated depreciation are removed from the accounts and the resulting
gains or losses, if any, are reflected in earnings.
Restricted Cash — The following table details the restricted cash held:
De ce m be r 26, 2008 De ce m be r 28, 2007
Non -U.S. U.S . Total Non -U.S. U.S . Total
Held by special-purpose entities and restricted for
debt service payments $ 14,493 $ 286 $14,779 $ 5,766 $ 257 $ 6,023
Held to collateralize letters of credit and bank
guarantees 670 — 670 6,800 — 6,800
Client dedicated accounts 5,531 1,757 7,288 6,787 1,327 8,114
Total $ 20,694 $2,043 $22,737 $ 19,353 $1,584 $20,937
Investments in and Advances to Unconsolidated Affiliates — We use the equity method of accounting for affiliates in
which our investment ownership ranges from 20% to 50% unless significant economic or governance considerations
indicate that we are unable to exert significant influence in which case the cost method is used. The equity method is also
used for affiliates in which our investment ownership is greater than 50% but we do not have a controlling interest.
Currently, all of our significant investments in affiliates that are not consolidated are recorded using the equity method.
Affiliates in which our investment ownership is less than 20% and where we are unable to exert significant influence are
carried at cost.
Intangible Assets — Intangible assets consist principally of goodwill, trademarks and patents. Goodwill is allocated to
our reporting units on a relative fair value basis at the time of the original purchase price allocation. Patents and trademarks
are amortized on a straight-line basis over periods of 3 to 40 years. Customer relationships and backlog are amortized on a
straight-line basis over periods of 1 to 12 years.
We test goodwill for impairment at the reporting unit level as defined in Statement of Financial Accounting Standards
(“SFAS”) No. 142, “Goodwill and Other Intangible Assets.” This test is a two-step process. The first step of the goodwill
impairment test, used to identify potential impairment, compares the fair value of the reporting unit with its carrying amount,
including goodwill. If the fair value, which is estimated based on discounted future cash flows, exceeds the carrying
amount, goodwill is not considered impaired. If the carrying amount exceeds the fair value, the second step must be
performed to measure the amount of the impairment loss, if any. The second step compares the implied fair value of the
reporting unit’s goodwill with the carrying amount of that goodwill. In the fourth quarter of each fiscal year, we evaluate
goodwill at each reporting unit to assess recoverability, and impairments, if any, are recognized in earnings. An impairment
loss would be recognized in an amount equal to the excess of the carrying amount of the goodwill over the implied fair value
of the goodwill. SFAS No. 142 also requires that intangible assets with determinable useful lives be amortized over their
respective estimated useful lives and reviewed for impairment in accordance with SFAS No. 144, “Accounting for the
Impairment or Disposal of Long-Lived Assets.”
In July 2008, we acquired the majority of the assets and work force of an engineering design company that has an
engineering center in Kolkata, India. In conjunction with the acquisition, we recorded $6,610 of goodwill and $330 of
identifiable intangible assets. Please see Note 2 for further information related to this acquisition.
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In February 2008, we acquired a biopharmaceutical engineering company that is based in Philadelphia, Pennsylvania. In
conjunction with the acquisition, we recorded $5,523 of goodwill and $3,600 of identifiable intangible assets. Please see
Note 2 for further information related to this acquisition.
We had total net goodwill of $62,165 and $53,345, as of December 26, 2008 and December 28, 2007, respectively. Of the
$62,165 of goodwill as of December 26, 2008, $50,876 is related to our global power business group and $11,289 is related to
our global engineering and construction group. The increase in goodwill of $8,820 resulted from an increase of $12,133
related to acquisitions and $(3,313) from changes in foreign currency exchange rates. In fiscal year 2008, the fair value of all
reporting units exceeded the carrying amounts. In fiscal year 2007, the fair value of all reporting units exceeded the carrying
amounts except for a U.S. reporting unit, where a goodwill impairment charge of $2,401 was recorded related to winding
down of certain operations.
We had total unamortized identifiable intangible assets of $59,874 and $61,190 as of December 26, 2008 and
December 28, 2007, respectively. Of the $59,874 of identifiable intangible assets as of December 26, 2008, $56,743 is related to
our global power business group and $3,131 is related to our global engineering and construction business group. The
following table details amounts relating to our identifiable intangible assets:
Gross Ne t Gross Ne t
C arrying Accum u late d C arrying C arrying Accum u late d C arrying
Am ou n t Am ortiz ation Am ou n t Am ou n t Am ortiz ation Am ou n t
Patents $ 39,180 $ (23,024) $ 16,156 $ 39,375 $ (21,026) $ 18,349
Trademarks 63,347 (22,543) 40,804 63,344 (20,503) 42,841
Customer relationships and backlog 3,592 (678) 2,914 — — —
Total $ 106,119 $ (46,245) $ 59,874 $ 102,719 $ (41,529) $ 61,190
Amortization expense related to identifiable intangible assets, which is recorded within cost of operating revenues on
the consolidated statement of operations, totaled $4,716, $3,649 and $3,581 for fiscal years 2008, 2007 and 2006, respectively.
Amortization expense is expected to be approximately $4,600 in fiscal year 2009 and approximately $4,300 in each of the fiscal
years 2010 through 2013.
Income Taxes — Deferred tax assets/liabilities are established for the difference between the financial reporting and
income tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets are
reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not
be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of
enactment.
We do not make a provision for U.S. federal income taxes on non-U.S. subsidiary earnings if we expect such earnings
to be permanently reinvested outside the United States. Unremitted earnings of non-U.S. subsidiaries, that have been, or are
intended to be, permanently reinvested (and for which no federal income tax has been provided) aggregated $197,352 as of
December 26, 2008. It is not practicable to estimate the additional tax that would be incurred, if any, if these amounts were
repatriated.
In June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48, “Accounting
for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109 (FIN 48)”, which addresses the
determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial
statements. Under FIN 48, we recognize the tax benefit from an uncertain
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tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities,
based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position
are based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.
FIN 48 also provides guidance on the derecognition of the benefit of an uncertain tax position, classification of the
unrecognized tax benefits in the balance sheet, accounting for and classification of interest and penalties on income tax
uncertainties, accounting in interim periods and disclosures.
tax benefits in other deductions, net on our consolidated statement of operations.
Foreign Currency — The functional currency of our non-U.S. operations is the local currency of their country of
domicile. Assets and liabilities of our non-U.S. subsidiaries are translated into U.S. dollars at period-end exchange rates with
the resulting translation adjustment recorded as a separate component within accumulated other comprehensive loss.
Income and expense accounts and cash flows are translated at weighted-average exchange rates for the period. Transaction
gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the
functional currency are included in other deductions, net on our consolidated statement of operations. The net balance of
our foreign currency transaction gains and losses for fiscal years 2008, 2007 and 2006 were as follows:
2008 2007 2006
Net foreign currency transaction losses $ (16,543) $ (2,640) $ (1,719)
Net foreign currency transaction losses, net of tax $ (10,753) $ (1,716) $ (1,117)
Interest Rate Risk — We use interest rate swap contracts to manage interest rate risk associated with some of our
variable rate special-purpose limited recourse project debt. Certain of our affiliates in which we have an equity interest also
use interest rate swap contracts to manage interest rate risk associated with their limited recourse project debt. Upon
entering into the swap contracts, we designate the interest rate swaps as cash flow hedges in accordance with
SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” We assess at inception, and on an
ongoing basis, whether the interest rate swaps are highly effective in offsetting changes in the cash flows of the project
debt. Consequently, we record the fair value of our interest rate swap contracts in our consolidated balance sheet at each
balance sheet date. Changes in the fair value of the interest rate swap contracts are recorded as a component of
comprehensive income on our consolidated statement of comprehensive income. As of December 26, 2008 and
December 28, 2007, we had net (losses)/gains on the swap contracts of $(6,972) and $1,673, respectively, which were
recorded net of tax benefit/(provision) of $2,645 and $(635), respectively, and were included in accumulated other
comprehensive loss on the consolidated balance sheet.
Fair Value Measurements — During the fiscal year 2008, we adopted SFAS No. 157, “Fair Value Measurements.”
SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting
principles, and expands disclosures about fair value measurements. The standard is effective for financial assets and
liabilities, as well as for any other assets and liabilities that are required to be measured at fair value on a recurring basis. In
February 2008, the FASB issued a partial one-year deferral of SFAS No. 157 for nonfinancial assets and liabilities that are
only subject to fair value measurement on a nonrecurring basis. We have elected to defer the application of SFAS No. 157
for our nonfinancial assets and liabilities measured at fair value on a nonrecurring basis until the fiscal year beginning
December 27, 2008.
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Our financial assets and liabilities that are recorded at fair value consist primarily of the assets or liabilities arising from
derivative financial instruments.
SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date. We utilize market data or assumptions that we
believe market participants would use in pricing the asset or liability, including assumptions about risk and the risks
inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally
unobservable.
SFAS No. 157 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy
gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest
priority to unobservable inputs. The three levels of the fair value hierarchy defined by SFAS No. 157 are as follows:
• Level 1: Quoted prices are available in active markets for identical assets or liabilities as of the reporting date.
• Level 2: Pricing inputs are other than quoted prices in active markets included in Level 1, which may include quoted
prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are
not active or model-derived valuations whose inputs are observable or whose significant value drivers are
observable, either directly or indirectly through market corroboration, for substantially the full term of the financial
instrument. Level 2 instruments are valued based on pricing inputs as of the reporting date.
• Level 3: Pricing inputs include significant inputs that are generally less observable from objective sources. These
inputs may be used with internally developed methodologies that result in management’s best estimate of fair value
from the perspective of a market participant.
We maintain a foreign currency risk-management strategy that uses foreign currency forward contracts to protect us
from unanticipated fluctuations in cash flows that may arise from volatility in currency exchange rates. We also use interest
rate swap contracts to manage interest rate risk associated with some of our variable rate debt. The foreign currency forward
contracts and interest rate swap contracts are valued using broker quotations, or market transactions in either the listed or
over-the-counter markets. As such, these derivative instruments are classified within level 2.
The following table sets forth our financial assets and liabilities that were accounted for at fair value on a recurring
basis as of December 26, 2008:
De ce m be r 26,
2008
Assets:
Foreign currency forward contracts $ 3,883
Liabilities:
Foreign currency forward contracts 21,711
Interest rate swap contracts 9,617
External Legal Fees — We incurred external legal fees, including those related to project claims, of $23,100, $20,504
and $17,328 for fiscal years 2008, 2007 and 2006, respectively, which are recorded in other deductions, net on our
consolidated statement of operations. Legal fees, except those associated with our asbestos-related liability, are expensed
as incurred.
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Restrictions on Shareholders’ Dividends — We have not declared or paid a cash dividend since July 2001 and we do
not have any plans to declare or pay any cash dividends. Our current credit agreement contains limitations on cash
dividend payments.
Retirement of Common Shares under Common Share Repurchase Program — On September 12, 2008, we announced
a share repurchase program pursuant to which our Board of Directors authorized the repurchase of up to $750,000 of our
outstanding common shares. In connection with the Redomestication, Foster Wheeler AG adopted a share repurchase
program pursuant to which it is authorized to repurchase up to $264,800 of its outstanding registered shares and designate
the repurchased shares for cancellation. The amount authorized for repurchase of registered shares under the Foster
Wheeler AG program is equal to the amount that remained available for repurchases under the Foster Wheeler Ltd. program
as of February 9, 2009, the date of the completion of the Redomestication. The Foster Wheeler AG program replaces the
Foster Wheeler Ltd. program, and no further repurchases will be made under the Foster Wheeler Ltd. program. Any
repurchases will be made at our discretion in the open market or in privately negotiated transactions in compliance with
applicable securities laws and other legal requirements and will depend on a variety of factors, including market conditions,
share price and other factors. The program does not obligate us to acquire any particular number of common shares. The
program has no expiration date and may be suspended or discontinued at any time.
All common shares acquired under our common share repurchase program are immediately retired upon purchase. The
common share value, on the consolidated balance sheet, is reduced for the par value of the retired common shares. Paid-in
capital, on the consolidated balance sheet, is reduced for the excess of fair value and related fees paid above par value for
the common shares acquired.
Common shares retired under the common share repurchase program reduce the weighted-average number of common
shares outstanding during the reporting period when calculating earnings per common share, as described below.
Earnings per Common Share — Basic and diluted earnings per common share are computed using net income
attributable to common shareholders rather than total net income. As described further in Note 13, we completed two
common share purchase warrant offer transactions in January 2006, which increased the number of common shares
delivered upon the exercise of our Class A and Class B warrants during the offer period. We issued 747,896 additional
common shares as a result of the warrant offers. Since the warrant holders were not necessarily common shareholders prior
to the warrant offers, the issuance of the additional shares was not considered a pro rata common share dividend to
common shareholders. Rather, the fair value of the additional shares was treated as a preferential distribution to a sub-set of
common shareholders. Accordingly, we were required to reduce net income attributable to the common shareholders by the
fair value of the additional common shares when calculating earnings per common share for fiscal year 2006. The fair value
of the additional shares issued was $19,445, which was determined using the common share price at the time of issuance of
the shares.
Basic earnings per common share is computed by dividing net income attributable to common shareholders by the
weighted-average number of common shares outstanding during the reporting period, excluding non-vested restricted
shares of 82,980, 165,960 and 659,262 as of December 26, 2008, December 28, 2007 and December 29, 2006, respectively.
Restricted shares and restricted share units (collectively, “restricted awards”) are included in the weighted-average number
of common shares outstanding when such restricted awards vest.
Diluted earnings per common share is computed by dividing net income attributable to common shareholders by the
combination of the weighted-average number of common shares outstanding during the
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reporting period and the impact of dilutive securities, if any, such as outstanding stock options, warrants to purchase
common shares and the non-vested portion of restricted awards to the extent such securities are dilutive.
In profitable periods, outstanding stock options and warrants have a dilutive effect under the treasury stock method
when the average common share price for the period exceeds the assumed proceeds from the exercise of the warrant or
option. The assumed proceeds include the exercise price, compensation cost, if any, for future service that has not yet been
recognized in the consolidated statement of operations, and any tax benefits that would be recorded in paid-in capital when
the option or warrant is exercised. Under the treasury stock method, the assumed proceeds are assumed to be used to
repurchase common shares in the current period. The dilutive impact of the non-vested portion of restricted awards is
determined using the treasury stock method, but the proceeds include only the unrecognized compensation cost and tax
benefits as assumed proceeds.
The computations of basic and diluted earnings per common share were as follows:
2008 2007 2006
Net income $ 526,620 $ 393,874 $ 261,984
Fair value of additional shares issued as part of warrant offers — — (19,445)
Net income attributable to common shareholders $ 526,620 $ 393,874 $ 242,539
Basic earnings per common share:
Weighted-average number of common shares outstanding for basic
earnings per common share 141,149,590 141,661,046 132,996,384
Basic earnings per common share $ 3.73 $ 2.78 $ 1.82
Diluted earnings per common share:
Weighted-average number of common shares outstanding for basic
earnings per common share 141,149,590 141,661,046 132,996,384
Effect of dilutive securities:
Options to purchase common shares 1,228,170 1,082,254 2,997,096
Warrants to purchase common shares 574,591 1,790,072 3,443,376
Non-vested portion of restricted awards 151,679 214,850 1,781,120
Weighted-average number of common shares outstanding for
diluted earnings per common share 143,104,030 144,748,222 141,217,976
Diluted earnings per common share $ 3.68 $ 2.72 $ 1.72
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The following table summarizes the common share equivalent of potentially dilutive securities that have been excluded
from the denominator used in the calculation of diluted earnings per common share due to their antidilutive effect:
2008 2007 2006
Common shares issuable under outstanding options not included in
the computation of diluted earnings per common share because the
assumed proceeds were greater than our average common share
price for the period 522,566 347,698 1,372,582
Share-Based Compensation Plans — Our share-based compensation plans are described in Note 12. We adopted the
provisions of SFAS No. 123R, “Share-Based Payment,” on December 31, 2005, the first day of fiscal year 2006, using the
modified prospective transition method. Under this method, share-based compensation expense recognized in the
consolidated statement of operations for fiscal years 2008, 2007 and 2006 includes compensation expense for all share-based
payments granted prior to, but not yet vested as of, December 31, 2005, based on the grant date fair value originally
estimated in accordance with the provisions of SFAS No. 123, “Accounting for Stock-Based Compensation.” We recognize
compensation expense for all share-based payment awards granted after December 30, 2005 based on the grant date fair
value estimated in accordance with the provisions of SFAS No. 123R.
We estimate the fair value of each option award on the date of grant using the Black-Scholes option valuation model.
We then recognize the grant date fair value of each option as compensation expense ratably using the straight-line
attribution method over the service period (generally the vesting period). The Black-Scholes model incorporates the
following assumptions:
• Expected volatility — we estimate the volatility of our common share price at the date of grant using historical
volatility adjusted for periods of unusual stock price activity.
• Expected term — we estimate the expected term using the “simplified” method, as outlined in Staff Accounting
Bulletin No. 107, “Share-Based Payment.”
• Risk-free interest rate — we estimate the risk-free interest rate using the U.S. Treasury yield curve for periods equal
to the expected term of the options in effect at the time of grant.
• Dividends — we use an expected dividend yield of zero because we have not declared or paid a cash dividend since
July 2001 and we do not have any plans to declare or pay any cash dividends.
We used the following weighted-average assumptions to estimate the fair value of the options granted for the periods
indicated:
2008 2007 2006
Expected volatility 57% 44% 44%
Expected term 3.6 years 3.5 years 4.1 years
Risk-free interest rate 1.88% 3.63% 4.81%
Expected dividend yield 0% 0% 0%
We estimate the fair value of restricted awards using the market price of our common shares on the date of grant. We
then recognize the fair value of each restricted award as compensation cost ratably using the straight-line attribution
method over the service period (generally the vesting period).
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We estimate pre-vesting forfeitures at the time of grant using a combination of historical data and demographic
characteristics, and we revise those estimates in subsequent periods if actual forfeitures differ from those estimates. We
record share-based compensation expense only for those awards that are expected to vest.
Recent Accounting Developments — In September 2006, the FASB, issued SFAS No. 157, “Fair Value Measurements.”
SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting
principles, and expands disclosures about fair value measurements. The standard is effective for financial assets and
liabilities, as well as for any other assets and liabilities that are required to be measured at fair value on a recurring basis, in
financial statements for fiscal years beginning after November 15, 2007. In February 2008, the FASB issued a partial one-
year deferral of SFAS No. 157 for nonfinancial assets and liabilities that are only subject to fair value measurement on a
nonrecurring basis. We have elected to defer the application of SFAS No. 157 for our nonfinancial assets and liabilities
measured at fair value on a nonrecurring basis until the fiscal year beginning December 27, 2008, and are in the process of
assessing its impact on our financial position and results of operations related to such assets and liabilities. Our financial
assets and liabilities that are recorded at fair value consist primarily of the assets or liabilities arising from derivative
financial instruments. The adoption of SFAS No. 157 did not have a material effect on our financial position or results of
operations.
In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations.” SFAS No. 141R replaces
SFAS No. 141, “Business Combinations” and changes the accounting treatment for business acquisitions. SFAS No. 141R
requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities
assumed in the transaction and establishes the acquisition-date fair value as the measurement objective for all assets
acquired and liabilities assumed in a business combination. Certain provisions of this standard will, among other things,
impact the determination of acquisition-date fair value of consideration paid in a business combination (including
contingent consideration); exclude transaction costs from acquisition accounting; and change accounting practices for
acquired contingencies, acquisition-related restructuring costs, in-process research and development, indemnification
assets and tax benefits. Most of the provisions of SFAS No. 141R apply prospectively to business combinations for which
the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008.
Early adoption is not permitted. Based on the acquisitions we have completed in the past, the adoption of SFAS No. 141R
will not have a material impact on our financial position and results of operations. If, in the future, we make material
acquisitions SFAS No. 141R may have a material impact on our financial position and results of operations.
In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements —
an amendment of ARB No. 51.” SFAS No. 160 amends the accounting and reporting standards for the noncontrolling
interest in a subsidiary (often referred to as “minority interest”) and for the deconsolidation of a subsidiary. Under
SFAS No. 160, the noncontrolling interest in a subsidiary is reported as equity in the parent company’s consolidated
financial statements. SFAS No. 160 also requires that the parent company’s consolidated statement of operations include
both the parent and noncontrolling interest share of the subsidiary’s statement of operations. Formerly, the noncontrolling
interest share was shown as a reduction of income on the parent’s consolidated statement of operations. SFAS No. 160 is
effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008.
SFAS No. 160 is to be applied prospectively as of the beginning of the fiscal year in which this statement is initially applied;
however, presentation and disclosure requirements shall be applied retrospectively for all periods presented. Upon our
adoption of SFAS No. 160 as of the beginning of fiscal year 2009, we will (i) reclassify our minority interest liability to a
separate section entitled “noncontrolling interests” within total equity on our consolidated balance sheet, which will
increase total equity by $28,700, $31,800 and $29,900 as of December 26, 2008,
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December 28, 2007 and December 29, 2006, respectively; (ii) remove minority interest expense from the determination of total
net income on our consolidated statement of operations, which will increase total net income by $7,200, $5,600 and $4,800
for the fiscal years ended December 26, 2008, December 28, 2007 and December 29, 2006, respectively; (iii) include minority
interest expense in the determination of net income attributable to Foster Wheeler AG (as successor parent to Foster
Wheeler Ltd. — please see Note 21 for further information related to the Redomestication) and earnings per registered
share, formerly earnings per common share in the consolidated financial statements of Foster Wheeler Ltd., on the
consolidated statement of operations, which will correspond to the net income and earnings per common share figures
previously reported.
In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities.”
SFAS No. 161 requires enhanced disclosures to enable investors to better understand the effects of derivative instruments
and hedging activities on an entity’s financial position, financial performance and cash flows. SFAS No. 161 changes the
disclosure requirements about the location and amounts of derivative instruments in an entity’s financial statements, how
derivative instruments and related hedged items are accounted for under SFAS No. 133, and how derivative instruments and
related hedged items affect the company’s financial position, financial performance and cash flows. Additionally,
SFAS No. 161 requires disclosure of the fair values of derivative instruments and their gains and losses in a tabular format.
SFAS No. 161 also requires more information about an entity’s liquidity by requiring disclosure of derivative features that
are credit risk-related. Finally, SFAS No. 161 requires cross-referencing within the footnotes to enable financial statement
users to locate important information about derivative instruments. SFAS No. 161 is effective for financial statements issued
for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. We are currently
assessing the impact that SFAS No. 161 may have on our financial statement disclosures.
In December 2008, the FASB issued FASB Staff Position No. FSP-FAS 132(R)-1, “Employers’ Disclosures about
Postretirement Benefit Plan Assets” (FSP FAS 132(R)-1). FSP FAS 132(R)-1 will expand the disclosures regarding
investments held by employer-sponsored defined benefit pension plans and other postretirement plans, with the purpose of
providing additional information related to the valuation methodologies for these assets similar to the valuation
methodologies defined in SFAS No. 157. Additionally, FSP FAS 132(R)-1 will require disclosures on how investment
allocation decisions are made as well as significant concentrations of risk within plan assets. FSP FAS 132(R)-1 is effective
for financial statements issued for fiscal years ending after December 15, 2009. We will amend our disclosures accordingly in
our 2009 consolidated financial statements.
2. Business Combinations
In July 2008, we acquired the majority of the assets and work force of an engineering design company for $6,500, plus
up to $1,500 to be paid if certain performance milestones are met over the following two years. This company, which has an
engineering center in Kolkata, India, provides engineering services to the petrochemical, refining, upstream oil and gas, and
power industries. The purchase price allocation and pro forma information for this acquisition were not material to our
consolidated financial statements. This company’s financial results are included within our global engineering and
construction business segment.
In February 2008, we acquired all of the outstanding capital stock of a biopharmaceutical engineering company, based
in Philadelphia, Pennsylvania, for $8,545 plus up to $3,638 to be paid over the following three years if certain conditions are
met, plus up to an additional $8,700 to be paid if certain performance milestones are met over the following three years. This
company provides design, engineering, manufacture, installation, validation and startup/commissioning services to the life
sciences industry. The purchase price allocation and
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2. Business Combinations — (Continued)
pro forma information for this acquisition were not material to our consolidated financial statements. This company’s
financial results are included within our global engineering and construction business segment.
In February 2007, we purchased the stock of a Finnish company that owns patented coal flow measuring technology.
The purchase price, net of cash acquired was €1,112 (approximately $1,473 at the exchange rate in effect at the time of the
acquisition). The purchase price allocation and pro forma financial information for this acquisition were not material to our
consolidated financial statements. This company’s financial results are included within our global power business segment.
In February 2009, we entered into an agreement to acquire substantially all the assets of the offshore engineering
division of OPE Holdings Ltd., a Canadian company that is listed on the TSX Venture Exchange and which we refer to as
OPE, for a purchase price of $9,000. The purchase price may be increased by $500 if OPE meets certain performance targets
during the first year after the closing date. In addition, we have the right to acquire OPE’s interest in OPE Malaysia for a
period of 90 days from closing for an exercise price of $2,000. The acquisition is subject to certain customary closing
conditions, including approval of OPE’s shareholders and the TSX Venture Exchange. This company will be included within
our global engineering and construction business segment.
3. Accounts and Notes Receivable
The following table shows the components of trade accounts and notes receivable:
2008 2007
From long-term contracts:
Amounts billed due within one year $ 539,423 $ 548,290
Billed retention:
Estimated to be due in:
2008 — 16,557
2009 60,204 4,141
2010 13,140 19,749
2011 8,902 2,068
2012 — 1,000
Total billed retention 82,246 43,515
Total receivables from long-term contracts 621,669 591,805
Other trade accounts and notes receivable 1,169 1,476
Trade accounts and notes receivable, gross 622,838 593,281
Less: allowance for doubtful accounts (13,844) (12,398)
Trade accounts and notes receivable, net $ 608,994 $ 580,883
The following table shows the components of other accounts and notes receivable, net:
2008 2007
Asbestos insurance receivable $ 41,012 $ 50,076
Foreign refundable value-added tax 30,412 25,071
Other 24,209 23,561
Other accounts and notes receivable, net $ 95,633 $ 98,708
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4. Land, Buildings and Equipment

Land, buildings and equipment are stated at cost and are set forth below:
2008 2007
Land and land improvements $ 27,842 $ 25,548
Buildings 153,689 154,753
Furniture, fixtures and equipment 528,095 541,091
Construction in progress 64,064 13,007
Land, buildings and equipment, gross 773,690 734,399
Less: accumulated depreciation (390,481) (396,914)
Land, buildings and equipment, net $ 383,209 $ 337,485
Depreciation expense for fiscal years 2008, 2007 and 2006 was $39,271, $34,576 and $26,191, respectively.
We own certain office and manufacturing facilities in Finland that contain asbestos. We are required to remove the
asbestos from such facilities if such facilities are significantly renovated or demolished. At present, there are no plans to
undertake a major renovation that would require the removal of the asbestos or the demolition of the facilities. We do not
have sufficient information to estimate the fair value of the asset retirement obligation because the settlement date or the
range of potential settlement dates has not been specified and information is not currently available to apply an expected
present value technique. We will recognize a liability in the period in which sufficient information is available to reasonably
estimate the fair value of the asset retirement obligation.
5. Equity Interests
We own a noncontrolling equity interest in two electric power generation projects, one waste-to-energy project and
one wind farm project in Italy and in a refinery/electric power generation project in Chile. We also own a 50% noncontrolling
equity interest in an Italian project which generates earnings from royalty payments linked to the price of natural gas. The
two electric power generation projects in Italy are each 42% owned by us, the waste-to-energy project is 39% owned by us
and the wind farm project is 50% owned by us. The project in Chile is 85% owned by us; however, we do not have a
controlling interest in the Chilean project as a result of participating rights held by the minority shareholder. We account for
these investments in Italy and Chile under the equity method. The following is summarized financial information for these
entities (each as a whole) in which we have an equity interest:
Italian C h ile an Italian C h ile an
Proje cts Proje ct Proje cts Proje ct
Balance Sheet Data :
Current assets $288,387 $ 66,991 $294,482 $ 49,353
Other assets (primarily buildings and equipment) 618,083 137,007 656,796 146,665
Current liabilities 63,227 26,319 72,009 21,044
Other liabilities (primarily long-term debt) 535,954 70,950 576,545 81,696
Net assets 307,289 106,729 302,724 93,278
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5. Equity Interests — (Continued)
Italian C h ile an Italian C h ile an Italian C h ile an
Proje cts Proje ct Proje cts Proje ct Proje cts Proje ct
Income Statement Data:
Total revenues $439,455 $ 88,586 $319,611 $ 70,427 $304,786 $ 43,462
Gross profit 95,492 53,161 75,549 42,234 72,070 21,198
Income before income taxes 69,208 47,445 56,917 35,391 69,096 15,012
Net earnings 29,028 39,379 45,684 30,258 41,365 16,025
Our share of equity in the net earnings of these partially-owned affiliates, which is recorded within other income, net on
the consolidated statement of operations, totaled $33,905, $36,445 and $26,640 for fiscal years 2008, 2007 and 2006,
respectively.
Our investment in these equity affiliates, which is recorded within investments in and advances to unconsolidated
affiliates on the consolidated balance sheet, totaled $200,352 and $190,887 as of December 26, 2008 and December 28, 2007,
respectively. Distributions of $24,452, $23,784 and $18,149 were received during fiscal years 2008, 2007 and 2006,
respectively.
We have guaranteed certain performance obligations of the Chilean project. We have a contingent obligation, which is
measured annually based on the operating results of the Chilean project for the preceding year. We did not have a current
payment obligation under this guarantee as of December 26, 2008.
We also have guaranteed the obligations of our subsidiary under the Chilean project’s operations and maintenance
agreement. The guarantee is limited to $20,000 over the life of the operations and maintenance agreement, which extends
through 2016. No amounts have ever been paid under the guarantee.
In addition, we have provided a $10,000 debt service reserve letter of credit to cover debt service payments in the event
that the Chilean project does not generate sufficient cash flows to make such payments. We are required to maintain the
debt service reserve letter of credit during the term of the Chilean project’s debt, which matures in 2014. As of December 26,
2008, no amounts have been drawn under this letter of credit.
Under the Chilean project’s operations and maintenance agreement, our subsidiary provides services for the
management, operation and maintenance of the refinery/electric power generation facility. Our fees for these services were
$9,312, $8,309 and $8,276 for fiscal years 2008, 2007 and 2006, respectively, and were recorded in operating revenues on our
consolidated statement of operations. We had a receivable from our partially-owned affiliate in Chile of $12,615 and $6,168
recorded in trade accounts and notes receivable, net on the consolidated balance sheet as of December 26, 2008 and
December 28, 2007, respectively.
Our share of the undistributed retained earnings of our equity investees amounted to $107,271 and $87,206 as of
December 26, 2008 and December 28, 2007, respectively.
6. Equity-for-Debt Exchanges
In April 2006, we consummated an offer to exchange 2,555,800 of our common shares for $50,000 of outstanding
aggregate principal amount of our 2011 senior notes. The exchange reduced the carrying value of our 2011 senior notes by
$51,648, representing the aggregate principal amount plus the corresponding premium and improved our shareholders’
equity by $50,567. The exchange resulted in a $58,763 increase in common stock and paid-in capital, which was partially
offset by an $8,196 charge to income. The pretax charge, which was substantially non-cash, related primarily to the
difference between the carrying value of the 2011 senior notes, including unpaid accrued interest, and the market price of
the common shares on the closing date of the exchange.
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7. Long-term Debt
The following table shows the components of our long-term debt:
C u rre n t Lon g-te rm Total C u rre n t Lon g-te rm Total
Capital Lease Obligations $ 1,147 $ 64,641 $ 65,788 $ 1,318 $ 67,095 $ 68,413
Special-Purpose Limited Recourse Project Debt:
Camden County Energy Recovery Associates 9,914 21,865 31,779 9,648 31,779 41,427
FW Power S.r.l. 4,562 88,750 93,312 — 45,041 45,041
Energia Holdings, LLC 4,675 16,426 21,101 4,144 21,101 25,245
Subordinated Robbins Facility Exit Funding
Obligations:
1999C Bonds at 7.25% interest, due October 15,
2009 19 — 19 18 19 37
2024 — 1,283 1,283 — 20,491 20,491
1999D Accretion Bonds at 7% interest, due
October 15, 2009 307 — 307 — 286 286
Intermediate Term Loans in China at 7.02% interest — — — 4,107 — 4,107
Term Loan in China at 6.57% interest,due
December 29, 2008 3,654 — 3,654 — — —
Other 97 24 121 133 166 299
Total $ 24,375 $ 192,989 $217,364 $ 19,368 $ 185,978 $205,346
Domestic Senior Credit Agreement — In October 2006, we executed a five-year domestic senior credit agreement to be
used for our U.S. and non-U.S. operations. The senior credit agreement, as amended, provides for a facility of $450,000, and
includes a provision which permits future incremental increases of up to $100,000 in total availability under the facility. We
can issue up to $450,000 under the letter of credit facility. A portion of the letters of credit issued under the domestic senior
credit agreement have performance pricing that is decreased (or increased) as a result of improvements (or reductions) in the
credit rating of the domestic senior credit agreement as reported by Moody’s Investors Service and/or Standard & Poor’s
(“S&P”). We also have the option to use up to $100,000 of the $450,000 for revolving borrowings at a rate equal to adjusted
LIBOR plus 1.50%, subject also to the performance pricing noted above. As a result of the improvement in our S&P credit
rating in March 2007, we achieved the lowest possible pricing under the performance pricing provisions of our domestic
senior credit agreement. We have maintained our performance pricing through our subsequent credit rating changes.
Effective September 29, 2008, we and the requisite lenders under our domestic senior credit agreement amended the
domestic senior credit agreement to (1) allow us to use cash of up to $750,000 to repurchase our outstanding common
shares under our common share repurchase program, subject to certain conditions, and (2) increase the aggregate amount
of permissible capital expenditures from $40,000 to $80,000 for fiscal year 2008 and $70,000 for fiscal years thereafter, subject
to certain adjustments that have been reflected in the domestic senior credit agreement since its original execution in
September 2006, including, among other items, an exclusion related to capital expenditures that are financed by special-
purpose project debt.
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7. Long-term Debt — (Continued)
On December 18, 2008, Foster Wheeler AG, Foster Wheeler Ltd., certain of Foster Wheeler Ltd.’s subsidiaries and BNP
Paribas, as Administrative Agent, entered into an amendment of our domestic senior credit agreement. The amendment
includes a consent of the lenders under the credit agreement to the Redomestication. In addition, the amendment reflects
the addition of Foster Wheeler AG as a guarantor of the obligations under the credit agreement and reflects changes
relating to Foster Wheeler AG becoming the ultimate parent of Foster Wheeler Ltd. and its subsidiaries upon completion of
the Redomestication. The amendment became effective upon consummation of the Redomestication on February 9, 2009.
We paid $5,710 in fees and expenses in conjunction with the execution of our domestic senior credit agreement in the
fourth quarter of fiscal year 2006. Such fees and expenses are being amortized to expense over the five-year term of the
agreement, commencing in the fourth quarter of fiscal year 2006.
The assets and/or stock of certain of our U.S. and non-U.S. subsidiaries collateralize our obligations under our
domestic senior credit agreement. Our domestic senior credit agreement contains various customary restrictive covenants
that generally limit our ability to, among other things, incur additional indebtedness or guarantees, create liens or other
encumbrances on property, sell or transfer certain property and thereafter rent or lease such property for substantially the
same purposes as the property sold or transferred, enter into a merger or similar transaction, make investments, declare
dividends or make other restricted payments, enter into agreements with affiliates that are not on an arms’ length basis,
enter into any agreement that limits our ability to create liens or the ability of a subsidiary to pay dividends, engage in any
new lines of business, with respect to Foster Wheeler Ltd., change Foster Wheeler Ltd.’s fiscal year or, with respect to
Foster Wheeler Ltd. and one of our holding company subsidiaries, directly acquire ownership of the operating assets used
to conduct any business.
In addition, our domestic senior credit agreement contains financial covenants requiring us not to exceed a total
leverage ratio, which compares total indebtedness to EBITDA, and to maintain a minimum interest coverage ratio, which
compares EBITDA to interest expense. All such terms are defined in our domestic senior credit agreement. We must be in
compliance with the total leverage ratio at all times, while the interest coverage ratio is measured quarterly. We are in
compliance with all financial covenants and other provisions of our domestic senior credit agreement.
We had $273,463 and $245,765 of letters of credit outstanding under this agreement as of December 26, 2008 and
December 28, 2007, respectively. The letter of credit fees ranged from 1.50% to 1.60% of the outstanding amount, excluding
a fronting fee of 0.125% per annum. There were no funded borrowings under this agreement as of December 26, 2008 and
December 28, 2007.
Prior Domestic Senior Credit Agreement — In March 2005, we entered into a five-year $250,000 senior credit
agreement to be used for our U.S. and non-U.S. operations. We voluntarily replaced this senior credit agreement in October
2006. In fiscal year 2006, we recorded a charge of $14,955 in connection with the termination of this agreement.
Capital Lease Obligations — We have entered into a series of capital lease obligations, primarily for office buildings.
Assets under capital lease obligations are summarized as follows:
2008 2007
Buildings and improvements $ 46,258 $ 48,565
Less: accumulated amortization (12,807) (11,462)
Net assets under capital lease obligations $ 33,451 $ 37,103
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The following are the minimum lease payments to be made in each of the years indicated for our capital lease
obligations as of December 26, 2008:
Fiscal years:
2009 $ 8,462
2010 8,172
2011 8,445
2012 8,219
2013 8,149
Thereafter 93,035
Less: interest (68,694)
Net minimum lease payments under capital lease obligations 65,788
Less: current portion of net minimum lease payments (1,147)
Long-term portion of net minimum lease payments $ 64,641
Special-Purpose Limited Recourse Project Debt — Special-purpose limited recourse project debt represents debt
incurred to finance the construction of cogeneration facilities, waste-to-energy or wind farm projects in which we are a
majority-owner. Certain assets of each project collateralize the notes and/or bonds. Our obligations with respect to this debt
are limited to contributing project equity during the construction phase of the projects and the guarantee of the operating
performance of our Chilean project.
The Camden County Energy Recovery Associates debt represents Solid Waste Disposal and Resource Recovery
System Revenue Bonds. The bonds bear interest at 7.5%, due annually December 1, 2004 through 2010, and mature on
December 1, 2010. The bonds are collateralized by a pledge of certain revenues and assets of the project, but not the plant.
The waste-to-energy project is located in New Jersey.
FW Power S.r.l., which is the owner of certain electric power generating wind farms in Italy, had project financing for a
wind farm project under a base facility and a value-added tax (“VAT”) facility. The base facility had a variable interest rate
based upon the 6-month Euribor plus 1.5% and was repayable semi-annually based upon a pre-defined payment schedule
through June 30, 2015. The VAT facility had a variable interest rate based upon the 6-month Euribor plus 0.9% and was
repayable semi-annually based upon actual VAT received during commercial operation through December 31, 2010.
In December 2007, FW Power S.r.l. refinanced the original base and VAT facilities with new base and VAT facilities,
and also secured new base and VAT facilities for a second wind farm project. The new base facilities bear interest at
variable rates based upon 6-month Euribor plus a spread varying from 0.8% to 1.1% throughout the life of the debt and are
repayable semi-annually based upon a pre-defined payment schedule through December 31, 2019. The new VAT facilities
bear interest based upon 6-month Euribor plus a spread of 0.5% and are repayable semi-annually based upon actual VAT
received during commercial operation through June 30, 2010 and December 31, 2013.
The debt is collateralized by certain revenues and assets of FW Power S.r.l. Our total borrowing capacity under the FW
Power S.r.l. credit facilities is €75,350 (approximately $105,686 at the exchange rate as of December 26, 2008).
We have executed interest rate swap contracts that effectively convert approximately 90% of the base facilities to a
weighted-average fixed interest rate of 4.48%. The swap contracts are in place through the life of the facilities. See Note 1,
“Summary of Significant Accounting Policies — Interest Rate Risk,” for our
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accounting policy related to these interest rate swap contracts. The interest rates on the VAT facilities and the portion of
the base facilities not subject to the interest rate swap contracts were 3.937% and 3.537%, respectively, as of December 26,
2008.
The Energia Holdings, LLC debt bears interest at 11.443%, due annually, and matures on April 15, 2015. The notes are
collateralized by certain revenues and assets of a special-purpose subsidiary, which is the indirect owner of our
refinery/electric power generation project in Chile.
Subordinated Robbins Facility Exit Funding Obligations (“Robbins bonds”) — In connection with the restructuring
of debt incurred to finance construction of a waste-to-energy facility in the Village of Robbins, Illinois, we assumed certain
subordinated obligations. The subordinated obligations include 1999C Bonds due October 15, 2009 (the “1999C bonds due
2009”), 1999C Bonds due October 15, 2024 (the “1999C bonds due 2024”) and 1999D Accretion Bonds due October 15, 2009
(the “1999D bonds”).
The 1999C bonds due 2009 and the 1999C bonds due 2024 bear interest at 7.25% and are subject to mandatory sinking
fund reduction prior to maturity at a redemption price equal to 100% of the principal amount thereof, plus accrued interest to
the redemption date. The total amount of 1999D bonds due on October 15, 2009 is $325.
On October 3, 2008 we acquired $19,208 of our 1999C bonds due 2024 for $19,016 of cash, plus accrued and unpaid
interest to date. In conjunction with this acquisition, we recorded a gain on the acquisition of $192 in other income, net in
the fiscal fourth quarter of 2008.
Intermediate Term Loans in China at 7.02% interest (“intermediate term loans”) — In fiscal year 2005, one of our
Chinese subsidiaries, which is 52% owned by us and which we consolidate into our financial statements, entered into two
intermediate term loans. The intermediate term loans were repaid at their respective scheduled maturity dates in fiscal year
2008.
Term Loans in China at 6.57% interest (“China term loan”) — In fiscal year 2008, our Chinese subsidiaries noted
above, entered into a term loan with an interest rate of 6.57% and a maturity date of December 29, 2008. Subsequent to the
fiscal year ended December 26, 2008, the term loan was repaid at the scheduled maturity date. Also subsequent to the fiscal
year ended December 26, 2008, our Chinese subsidiaries entered into a new term loan for 20 million CNY (approximately
$2,930 at the exchange rate in effect at the inception of the term loan) with an interest rate of 4.86% and which matures on
July 6, 2009.
Convertible Subordinated Notes at 6.50% interest, due June 1, 2007 (“convertible notes”) — In 2001, we issued
convertible notes having an aggregate principal amount of $210,000. In September 2004, we completed an offer to exchange
common shares and preferred shares for $206,930 of convertible notes. In June 2006, we executed an open market purchase
of $1,000 of outstanding aggregate principal amount of convertible notes. We repaid the remaining $2,070 of convertible
notes at the scheduled maturity date of June 1, 2007.
Interest Costs — Interest costs incurred in fiscal years 2008, 2007 and 2006 were $16,462, $18,603 and $24,944,
respectively.
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Aggregate Maturities — Aggregate principal repayments and sinking fund requirements of long-term debt,
excluding payments on capital lease obligations, over the next five years are as follows:
Fiscal Ye ars
2009 2010 2011 2012 2013 Th e re afte r Total
Special-Purpose Limited Recourse Project Debt:
Camden County Energy Recovery Associates $ 9,914 $21,865 $ — $ — $ — $ — $ 31,779
FW Power S.r.l. 4,562 7,821 7,562 8,353 7,729 57,285 93,312
Energia Holdings, LLC 4,675 3,188 2,019 1,912 1,912 7,395 21,101
Subordinated Robbins Facility Exit Funding
Obligations:
2009 19 — — — — — 19
2024 — — — — — 1,283 1,283
1999D Accretion Bonds at 7% interest, due
October 15, 2009 307 — — — — — 307
Term Loan in China at 6.57% interest,due
December 29, 2008 3,654 — — — — — 3,654
Other 97 24 — — — — 121
Total $23,228 $32,898 $9,581 $10,265 $9,641 $ 65,963 $151,576
8. Pensions and Other Postretirement Benefits

We have defined benefit pension plans in the United States, the United Kingdom, France, Canada and Finland, and we
have other postretirement benefit plans for health care and life insurance benefits in the United States and Canada. We also
have defined contribution plans in the United States and the United Kingdom. Finally, we have certain other benefit plans
including government mandated postretirement programs.
We adopted the provisions of SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other
Postretirement Plans, an amendment of FASB Statements 87, 88, 106, and 132(R),” on December 29, 2006, the last day of
fiscal year 2006. SFAS No. 158 requires us to recognize the funded status of each of our defined benefit pension and other
postretirement benefit plans on our consolidated balance sheet. SFAS No. 158 also requires us to recognize any gains or
losses, which are not recognized as a component of annual service cost, as a component of comprehensive income, net of
tax. Upon adoption of SFAS No. 158, we recorded net actuarial losses, prior service cost/(credits) and a net transition asset
as a net charge to accumulated other comprehensive loss on the consolidated balance sheet.
Defined Benefit Pension Plans — Our defined benefit pension plans cover certain full-time employees. Under the
plans, retirement benefits are primarily a function of both years of service and level of compensation. The U.S. pension
plans, which are frozen to new entrants and additional benefit accruals, and the Canadian, Finnish and French plans are
non-contributory. The U.K. plan, which is closed to new entrants, is contributory.
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8. Pensions and Other Postretirement Benefits — (Continued)
Defined benefit pension obligations and funded status:

Fiscal Year Ended December 26, 2008 Fiscal Year Ended December 28, 2007
United United United United
States Kingdom Other Total States Kingdom Other Total
C h an ge in proje cte d be n e fit
obligation s:
P rojected benefit obligations at
beginning of year $326,811 $ 903,535 $ 39,280 $1,269,626 $336,496 $ 876,686 $ 34,175 $1,247,357
Service cost — 10,451 691 11,142 — 14,073 620 14,693
Interest cost 19,962 47,683 1,882 69,527 19,031 45,348 1,671 66,050
P lan participants’ contributions — 7,067 — 7,067 — 8,123 — 8,123
P lan amendments — 40,103 — 40,103 — — — —
Actuarial loss/(gain) 5,645 (113,437) (2,534) (110,326) (5,690) (19,912) 344 (25,258)
Benefits paid (22,819) (32,938) (3,518) (59,275) (23,026) (36,507) (3,307) (62,840)
Special termination benefits/other — 2,247 (1,818) 429 — (1,213) — (1,213)
Foreign currency exchange rate changes — (235,360) (5,519) (240,879) — 16,937 5,777 22,714
P rojected benefit obligations at end of
year 329,599 629,351 28,464 987,414 326,811 903,535 39,280 1,269,626
C h an ge in plan asse ts:
Fair value of plan assets at beginning of
year 330,238 736,628 25,687 1,092,553 283,857 673,131 22,061 979,049
Actual return on plan assets (97,808) (77,216) (3,107) (178,131) 24,384 47,760 (20) 72,124
Employer contributions 20,020 82,153 3,433 105,606 45,023 32,404 2,857 80,284
P lan participants’ contributions — 7,067 — 7,067 — 8,123 — 8,123
Benefits paid (22,819) (32,938) (3,518) (59,275) (23,026) (36,507) (3,307) (62,840)
Other — 1,616 (1,818) (202) — (1,212) — (1,212)
Foreign currency exchange rate changes — (194,829) (4,371) (199,200) — 12,929 4,096 17,025
Fair value of plan assets at end of year 229,631 522,481 16,306 768,418 330,238 736,628 25,687 1,092,553
Fu n de d status at e n d of ye ar $ (99,968) $(106,870) $(12,158) $ (218,996) $ 3,427 $(166,907) $(13,593) $ (177,073)
We recognized the funded status of our defined benefit pension plans on our consolidated balance sheet as part of:
2008 2007
Other assets $ — $ 3,839
Current liabilities (589) (730)
Non-current liabilities (218,407) (180,182)
Funded status at end of year $ (218,996) $ (177,073)
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We recognized the following amounts in accumulated other comprehensive loss:
2008 2007
Net actuarial loss $ 467,660 $ 347,580
Prior service cost 68,452 33,417
Net transition asset (151) (112)
Total $ 535,961 $ 380,885
The estimated net actuarial loss, prior service cost and net transition asset that will be amortized from accumulated
other comprehensive loss into net periodic benefit cost over the next fiscal year are approximately $20,300, $7,300 and $40,
respectively.
Accumulated benefit obligation:

The aggregated accumulated benefit obligation of our defined benefit pension plans was $886,259 and $1,093,005 at
December 26, 2008 and December 28, 2007, respectively.
Information for defined benefit pension plans with an accumulated benefit obligation in excess of plan assets:
2008 (1) 2007 (1)(2)
Projected benefit obligation $ 980,644 $ 934,211
Accumulated benefit obligation 883,010 761,967
Fair value of plan assets 760,251 749,912
(1) Balances for the fiscal years ended December 26, 2008 and December 28, 2007 do not include information for one of the
United Kingdom plans since the plan assets of that plan exceeded the accumulated benefit obligation.
(2) Balances for the fiscal year ended December 28, 2007 do not include information for the U.S. plans since the plan assets
of these plans had exceeded the accumulated benefit obligation.
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Components of net periodic benefit cost and other changes recognized in other comprehensive income/(loss):
Fiscal Years Ended Fiscal Years Ended Fiscal Years Ended
December 2 6, 2008 December 2 8, 2007 December 2 9, 2006
United Sta tes United Kingdom Other Total United Sta tes United Kingdom Other Total United Sta tes United Kingdom Other Total
Net periodic benefit cost:
Service cost $ — $ 10,451 $ 691 $ 11,142 $ — $ 14,073 $ 620 $ 14,693 $ — $ 15,590 $ 951 $ 16,541
Interest cost 19,962 47,683 1,882 69,527 19,031 45,348 1,671 66,050 18,578 36,079 1,684 56,341
Expected return on plan assets (24,142) (46,788) (1,594) (72,524) (22,064) (48,200) (1,762) (72,026) (18,125) (40,100) (1,563) (59,788)
Amortizatio n of transition (asset)/
obligation — (54) 93 39 — (66) 93 27 — (64) 87 23
Amortizatio n of prior serv ice cost — 4,807 19 4,826 — 5,195 19 5,214 — 4,941 17 4,958
Amortizatio n of net actuarial lo ss 2,787 16,289 400 19,476 3,285 17,530 479 21,294 4,262 17,239 912 22,413
SFAS No. 87 net p erio dic b en efit
cost (1,393) 32,388 1,491 32,486 252 33,880 1,120 35,252 4,715 33,685 2,088 40,488
SFAS No. 88 cost* — 242 644 886 — — — — — 276 21 297
Total net p erio dic b enefit
cost/(in come) $ (1,393) $ 32,630 $ 2,135 $ 33,372 $ 252 $ 33,880 $ 1,120 $ 35,252 $ 4,715 $ 33,961 $ 2,109 $ 40,785
Changes reco gnized in o ther
comprehensive income/(loss):
Net actuarial (g ain)/loss $ 127,595 $ 10,674 $ 1,287 $139,556 $ (8,008) $ (19,435) $ 1,927 $(25,516) $ — $ — $ — $ —
Plan amendment — 39,861 — 39,861 — — — — — — — —
Amortizatio n of transition asset/
(obligation) — 54 (93) (39) — 66 (93) (27) — — — —
Amortizatio n of prior serv ice cost — (4,807) (19) (4,826) — (5,195) (19) (5,214) — — — —
Amortizatio n of net actuarial lo ss (2,787) (16,289) (400) (19,476) (3,285) (17,530) (479) (21,294) — — — —
Total recognized in other
comprehensive in come/(loss) $ 124,808 $ 29,493 $ 775 $155,076 $ (11,293) $ (42,094) $ 1,336 $(52,051) $ — $ — $ — $ —
Weighted-avera ge assumptions-
net periodic benefit cost:
Discount rate 6.31% 5.74% 5.24% 5.81% 5.14% 4.50% 5.45% 4.86% 4.60%
Long-term rate o f return 7.90% 6.86% 7.00% 8.00% 6.94% 7.50% 8.00% 6.84% 7.50%
Salary growth N/A 4.28% 3.10% N/A 3.83% 2.35% N/A 3.84% 3.21%
Weighted-avera ge assumptions-
projected benefit o blig ations:
Discount rate 6.23% 6.21% 6.39% 6.31% 5.72% 5.30%
Salary growth N/A 3.53% 3.17% N/A 4.12% 3.47%
N/A — Not applicable as the plan is frozen and future salary levels do not affect benefits
payable.
* Charges were recorded in accordance with the provisions of SFAS No. 88, “ Accounting for Settlements and Curtailments of Defined
Benefit P ension P lans and for T ermination Benefits,” related to the settlement of obligations to former employees in the United Kingdom
and Canada of $886 in fiscal year 2008; and the United Kingdom and Canada of $297 in fiscal year 2006.
Investment policy:
Each of our defined benefit pension plans in the United States, United Kingdom and Canada is governed by a written
investment policy. The pension plans in Finland and France have no plan assets.
The investment policy of the U.S. plans allocates assets in accordance with the policy guidelines. These guidelines
identify target, maximum and minimum allocations by asset class. The target allocation is 72.5% equities and 27.5% fixed-
income securities. The minimum and maximum allocations are: 67.5% to 77.5% equities, 22.5% to 32.5% bonds and 0% to 5%
cash. We are continually reviewing the investment policy to ensure that the investment strategy is aligned with plan
liabilities and projected plan benefit payments.
The investment policy of the U.K. plans is designed to respond to changes in funding levels. The bond and equity
allocations currently range from 40% bonds and 60% equities to 50% bonds and 50% equities, depending on the funding
level.
The investment policy of the Canadian plan uses a balanced approach and allocates investments in pooled funds in
accordance with the policy’s asset mix guidelines. These guidelines identify target, maximum and minimum allocations by
asset class. The target allocation is 50% equities, 45% bonds and 5% cash. The minimum and maximum allocations are:
42.5% to 57.5% equities, 40% to 50% bonds and 2.5% to 7.5% cash.
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Long-term rate of return assumptions:

The expected long-term rate of return on plan assets is developed using a weighted-average methodology, blending
the expected returns on each class of investment in the plans’ portfolio. The expected returns by asset class are developed
considering both past performance and future considerations. We annually review and adjust, as required, the long-term
rate of return for our pension plans. The weighted-average expected long-term rate of return on plan assets has ranged from
7.2% to 7.3% over the past three years.
2008 2007
Asset allocation by plan:
United States:
Equities 58% 70%
Fixed-income securities 41% 30%
Other 1% 0%
Total 100% 100%
United Kingdom:
Equities 45% 59%
Other 1% 0%
Total 100% 100%
Canada:
Equities 48% 49%
Other 7% 7%
Total 100% 100%
Contributions:
Based on the minimum statutory funding requirements for fiscal year 2009, we are not required to make mandatory
contributions to our U.S. pension plans. Based on the minimum statutory funding requirements for fiscal year 2009, we
expect to contribute total mandatory contributions of approximately $24,700 to our non-U.S. pension plans.
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Estimated future benefit payments:

We expect to make the following benefit payments from our defined benefit pension plans:
Un ite d
Un ite d S tate s Kingdom O the r Total
2009 $ 23,294 $ 25,885 $ 3,047 $ 52,226
2010 23,428 26,076 3,173 52,677
2011 23,606 26,291 3,536 53,433
2012 23,948 26,505 2,748 53,201
2013 23,825 26,706 3,692 54,223
2014-2018 123,651 136,304 15,600 275,555
Other Postretirement Benefit Plans — Certain employees in the United States and Canada may become eligible for
health care and life insurance benefits (“other postretirement benefits”) if they qualify for and commence normal or early
retirement pension benefits as defined in the U.S. and Canadian pension plans while working for us.
Additionally, one of our subsidiaries in the United States also has a benefit plan, referred to as the Survivor Income
Plan (“SIP”), which provides coverage for an employee’s beneficiary upon the death of the employee. This plan, which is
accounted for under SFAS No. 112, “Employer’s Accounting for Postemployment Benefits an amendment of FASB
Statements No. 5 and 43,” has been closed to new entrants since 1988. Total liabilities under the SIP, which were $14,590
and $14,948 as of December 26, 2008 and December 28, 2007, respectively, are reflected in the other postretirement benefit
obligation and funded status information below because the obligation is measured using the provisions of SFAS No. 106,
“Employers’ Accounting for Postretirement Benefits Other Than Pensions,” as amended by SFAS No. 158. The benefit
assets of the SIP, which reflect the cash surrender value of insurance polices purchased to cover obligations under the SIP,
totaled $5,633 and $5,302 as of December 26, 2008 and December 28, 2007, respectively. The benefit assets are recorded in
other assets on the consolidated balance sheet and are not reflected in the other postretirement benefit obligation and
funded status information below.
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Other postretirement benefit obligation and funded status:

2008 2007
Change in accumulated postretirement benefit obligation:
Accumulated postretirement benefit obligation at beginning of year $ 80,160 $ 96,847
Service cost 142 139
Interest cost 4,623 4,765
Plan participants’ contributions 2,180 2,727
Plan amendment 1,609 —
Actuarial loss/(gain) 3,680 (13,354)
Benefits paid (9,994) (12,176)
Medicare Part D reimbursement 220 1,052
Other (156) 160
Accumulated postretirement benefit obligation at end of year 82,464 80,160
Change in plan assets:
Fair value of plan assets at beginning of year — —
Plan participants’ contributions 2,180 2,727
Employer contributions 7,594 8,397
Medicare Part D reimbursement 220 1,052
Benefits paid (9,994) (12,176)
Fair value of plan assets at end of year — —
We recognized the funded status of our other postretirement benefit plans on our consolidated balance sheet as part
of:
2008 2007
Current liabilities $ (6,475) $ (7,412)
Non-current liabilities (75,989) (72,748)
We recognized the following amounts in accumulated other comprehensive loss:
2008 2007
Net actuarial loss $ 14,162 $ 10,949
Prior service credit (37,276) (43,547)
Total $ (23,114) $ (32,598)
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The estimated net actuarial loss and prior service credit that will be amortized from accumulated other comprehensive
loss into net periodic postretirement benefit cost over the next fiscal year are approximately $1,000 and $4,600, respectively.
Components of net periodic postretirement benefit cost and other changes recognized in comprehensive income/(loss):
2008 2007 2006
Net periodic postretirement benefit cost:
Service cost $ 142 $ 139 $ 157
Interest cost 4,623 4,765 5,334
Amortization of prior service credit (4,662) (4,762) (4,761)
Amortization of net actuarial loss 466 952 2,049
Net periodic postretirement benefit cost $ 569 $ 1,094 $ 2,779
Changes recognized in other comprehensive income/(loss):
Net actuarial loss/(gain) $ 3,679 $ (13,352) $ —
Plan amendment 1,609 — —
Amortization of prior service credit 4,662 4,762 —
Amortization of net actuarial loss (466) (952) —
Total recognized in other comprehensive income/(loss) $ 9,484 $ (9,542) $ —
Weighted-average assumptions- net periodic postretirement benefit
cost:
Discount rate 6.23% 5.73% 5.39%
Weighted-average assumptions- accumulated postretirement
benefit obligation:
Discount rate 6.28% 6.20%
Pre -Me dicare Me dicare

Eligible Eligible
Health-care cost trend:
2008 9.20% 0.00%
2009 8.70% 24.65%
Decline to 2023 5.70% 5.70%
Assumed health-care cost trend rates have a significant effect on the amounts reported for the other postretirement
benefit plans. A one-percentage-point change in assumed health care cost trend rates would have the following effects:
O n e -Pe rce n tage O n e -Pe rce n tage

Poin t In cre ase Poin t De cre ase
Effect on total of service and interest cost components $ 142 $ (126)
Effect on accumulated postretirement benefit obligation $ 2,965 $ (2,625)
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Contributions:
We expect to contribute a total of approximately $6,669 to our other postretirement benefit plans in fiscal year 2009.
Estimated future other postretirement benefit payments:

We expect to make the following other postretirement benefit payments:
Postre tire m e n t
Be n e fits
2009 $ 6,669
2010 7,073
2011 7,200
2012 7,181
2013 7,168
2014-2018 34,901
Defined Contribution Plans — Our U.S. subsidiaries have a 401(k) plan for salaried employees. In fiscal year 2008, we
matched 100% of employee contributions on the first 6% of eligible base pay, subject to the annual limit on eligible earnings
under the Internal Revenue Code. In fiscal year 2007, we matched 100% of the first 3% and 50% of the next 3% of base pay
of employee contributions, subject to the annual Internal Revenue Code limit. In fiscal year 2007 and prior, the 401(k) plan
also provided for a discretionary employer contribution, equal to 50% of the second 3% of an employee’s contribution or a
maximum of 1.5% of base salary. The discretionary employer contribution was tied to meeting our performance targets for an
entire calendar year and having the contribution approved by our Board of Directors. The discretionary employer 401(k)
contribution was paid in fiscal years 2007 and 2006. The discretionary employer contribution was discontinued in fiscal year
2008 in connection with the adoption of our new contribution match and eligible base pay limits, described above.
In total, our U.S. subsidiaries contributed $8,980, $5,570 and $4,325 to the 401(k) plan in fiscal years 2008, 2007 and
2006, respectively. Beginning in fiscal year 2008, our U.S. subsidiaries also have a Roth 401(k) plan for salaried employees.
Effective April 1, 2003, our U.K. subsidiaries commenced a defined contribution plan for salaried employees. Under the
defined contribution plan, amounts are credited as a percentage of earnings which percentage can be increased within
prescribed limits after five years of membership in the fund if matched by the employee. At termination (up to two years’
service only), an employee may receive the balance in the account. Otherwise at termination or at retirement, an employee
receives an annuity or a combination of lump-sum and annuity. Our U.K. subsidiaries contributed $3,449, $2,561 and $1,179
in fiscal years 2008, 2007 and 2006, respectively, to the defined contribution plan.
Other Benefits — Certain of our non-U.S. subsidiaries participate in government-mandated indemnity and
postretirement programs for their employees. Liabilities of $26,563 and $37,811 were recorded within pension, postretirement
and other employee benefits on the consolidated balance sheet at December 26, 2008 and December 28, 2007, respectively,
related to such benefits.
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9. Guarantees and Warranties

We have agreed to indemnify certain third parties relating to businesses and/or assets that we previously owned and
sold to such third parties. Such indemnifications relate primarily to potential environmental and tax exposures for activities
conducted by us prior to the sale of such businesses and/or assets. It is not possible to predict the maximum potential
amount of future payments under these or similar indemnifications due to the conditional nature of the obligations and the
unique facts and circumstances involved in each particular indemnification.
Maxim u m C arrying Am ou n t of Liability

Pote n tial De ce m be r 26, De ce m be r 28,
Paym e n t 2008 2007
Environmental indemnifications No limit $ 8,900 $ 6,900
Tax indemnifications No limit $ — $ —
We also maintain contingencies for warranty expenses on certain of our long-term contracts. Generally, warranty
contingencies are accrued over the life of the contract so that a sufficient balance is maintained to cover our aggregate
exposure at the conclusion of the project.
2008 2007 2006
Warranty Liability:
Balance at beginning of year $ 87,800 $ 69,900 $ 63,200
Accruals 36,000 35,800 27,600
Settlements (7,300) (5,700) (18,600)
Adjustments to provisions (17,100) (12,200) (2,300)
Balance at end of year $ 99,400 $ 87,800 $ 69,900
We are contingently liable for performance under standby letters of credit, bank guarantees and surety bonds totaling
$914,500 and $818,600 as of December 26, 2008 and December 28, 2007, respectively. These balances include the standby
letters of credit issued under the domestic senior credit agreement discussed in Note 7 and from other facilities worldwide.
No material claims have been made against these guarantees, and based on our experience and current expectations, we do
not anticipate any material claims.
We have also guaranteed certain performance obligations in a Chilean refinery/electric power generation project in
which we hold a noncontrolling equity interest. See Note 5 for further information.
10. Financial Instruments and Risk Management

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for
which it is practicable to estimate fair value:
Cash, Cash Equivalents and Restricted Cash — The carrying value of our cash, cash equivalents and restricted cash
approximates fair value because of the short-term maturity of these instruments.
Short-term Investments — Short-term investments primarily consist of deposits with maturities in excess of three
months but less than one year. Short-term investments are carried at cost which approximates fair value.
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10. Financial Instruments and Risk Management — (Continued)
Long-term Debt — We estimate the fair value of our long-term debt (including current installments) based on the
quoted market prices for the same or similar issues or on the current rates offered for debt of the same remaining maturities.
Foreign Currency Forward Contracts — We estimate the fair value of foreign currency forward contracts (which are
used solely for hedging purposes) by obtaining quotes from financial institutions.
Interest Rate Swaps — We estimate the fair value of our interest rate swaps based on quotes obtained from financial
institutions.
Carrying Amounts and Fair Values — The estimated fair values of our financial instruments are as follows:
C arrying Fair C arrying Fair
Am ou n t Value Am ou n t Value
Long-term debt $(217,364) $(227,866) $(205,346) $(224,416)
As of December 26, 2008, we had $376,331 of foreign currency forward exchange contracts outstanding. These foreign
currency forward exchange contracts mature between 2009 and 2011. The contracts have been established by our various
international subsidiaries to sell a variety of currencies and receive their respective functional currencies or other currencies
for which they have payment obligations to third-parties.
Financial instruments, which potentially subject us to concentrations of credit risk, consist principally of cash
equivalents and trade receivables. We place our cash equivalents with financial institutions and we limit the amount of
credit exposure to any one financial institution. Concentrations of credit risk with respect to trade receivables are limited due
to the large number of customers comprising our customer base and their dispersion across different business and
geographic areas. As of December 26, 2008 and December 28, 2007, we had no significant concentrations of credit risk.
11. Preferred Shares

We issued 599,944 preferred shares in connection with our 2004 equity-for-debt exchange. There were 1,079 preferred
shares outstanding as of December 26, 2008. Each preferred share is convertible at the holder’s option into 130 common
shares, or up to approximately 140,323 additional common shares if all outstanding preferred shares as of December 26, 2008
are converted.
The preferred shareholders have no voting rights except in certain limited circumstances. The preferred shares have the
right to receive dividends and other distributions, including liquidating distributions, on an as-if-converted basis when and
if declared and paid on the common shares. The preferred shares have a $0.01 liquidation preference per share.
In connection with the Redomestication, on February 9, 2009 the holders of the preferred shares received the number of
registered shares of Foster Wheeler AG that such holders would have been entitled to receive had they converted their
preferred shares into common shares of Foster Wheeler Ltd. immediately prior to the effectiveness of the scheme of
arrangement (with Foster Wheeler Ltd. paying cash in lieu of any fractional shares otherwise issuable). See Note 21 for
further information related to the Redomestication.
12. Share-Based Compensation Plans

Our share-based compensation plans include both restricted awards and stock option awards. Compensation cost for
our share-based plans of $15,766, $7,095 and $16,474, was charged against income for fiscal
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12. Share-Based Compensation Plans — (Continued)
years 2008, 2007 and 2006, respectively. The related income tax benefit recognized in the consolidated statements of
operations and comprehensive income was $332, $246 and $323 for fiscal years 2008, 2007 and 2006, respectively. We
received $2,791, $18,076 and $17,595 in cash from option exercises under our share-based compensation plans for fiscal
years 2008, 2007 and 2006, respectively.
As of December 26, 2008, we had $20,833 and $21,817 of total unrecognized compensation cost related to stock options
and restricted awards, respectively. Those costs are expected to be recognized as expense over a weighted-average period
of approximately 30 months.
Omnibus Incentive Plan:

On May 9, 2006, our shareholders approved the Omnibus Incentive Plan (the “Omnibus Plan”). The Omnibus Plan
allows for the granting of stock options, stock appreciation rights, restricted stock, restricted stock units, performance-
contingent shares, performance-contingent units, cash-based awards and other equity-based awards to our employees,
non-employee directors and third-party service providers. The Omnibus Plan effectively replaces our prior share-based
compensation plans, and no further options or equity-based awards will be granted under any of the prior share-based
compensation plans. The maximum number of shares as to which stock options and restricted stock awards may be granted
under the Omnibus Plan is 9,560,000 shares, plus shares that become available for issuance pursuant to the terms of the
awards previously granted under the prior compensation plans and outstanding as of May 9, 2006 and only if those awards
expire, terminate or are otherwise forfeited before being exercised or settled in full (but not to exceed 10,000,000 shares).
Shares awarded pursuant to the Omnibus Plan will be issued out of our authorized but unissued common shares.
The Omnibus Plan includes a “change in control” provision, which provides for cash redemption of equity awards
issued under the Omnibus Plan in certain limited circumstances. In accordance with Securities and Exchange Commission
Accounting Series Release No. 268, “Presentation in Financial Statements of Redeemable Preferred Stocks,” we present the
redemption amount of these equity awards issued under the Omnibus Plan as temporary equity on the consolidated balance
sheet as the equity award is amortized during the vesting period. The redemption amount represents the intrinsic value of
the equity award on the grant date. In accordance with FASB Emerging Issues Task Force Topic D-98, “Classification and
Measurement of Redeemable Securities,” we do not adjust the redemption amount each reporting period unless and until it
becomes probable that the equity awards will become redeemable (upon a change in control event). Upon vesting of the
equity awards, we reclassify the intrinsic value of the equity awards, as determined on the grant date, to permanent equity.
Prior Share-Based Compensation Plans:

In September 2004, our Board of Directors adopted the 2004 Stock Option Plan (the “2004 Plan”), which reserved
7,334,730 common shares for issuance. The 2004 Plan provided that shares issued come from our authorized but unissued
common shares. The Board of Directors determined the price of the options granted pursuant to the 2004 Plan. The options
granted under the 2004 Plan expire up to a maximum of three years from the date granted. As noted above, no further awards
will be granted under the 2004 Plan.
In October 2001, we granted 130,000 inducement options at an exercise price of $49.85 per share to our chief executive
officer in connection with his employment agreement. The options vested 20% each year over the term of his agreement.
The price of the options granted pursuant to these agreements was the fair market value on the date of the grant. The
options granted under this agreement expire ten years from the date granted.
In April 1995, our shareholders approved the 1995 Stock Option Plan (the “1995 Plan”). The 1995 Plan, as amended in
April 1999 and May 2002, reserved 530,000 common shares for issuance. The 1995 Plan
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provided that shares issued come from our authorized but unissued or reacquired common stock. The price of the options
granted pursuant to this plan could not be less than 100% of the fair market value of the shares on the date of grant. The
options granted pursuant to the 1995 Plan could not be exercised within one year from the date of grant and no option can
be exercised after ten years from the date granted. As noted above, no further awards will be granted under the 1995 Plan.
In April 1990, our shareholders approved a Stock Option Plan for Directors of Foster Wheeler (the “Directors Plan”).
On April 29, 1997, our shareholders approved an amendment of the Directors Plan, which authorized the granting of options
to purchase 40,000 shares of common stock to non-employee directors of Foster Wheeler. The Directors Plan provided that
shares issued come from our authorized but unissued or reacquired common stock. The price of the options granted
pursuant to this plan could not be less than 100% of the fair market value of the shares on the date of grant. The options
granted pursuant to the Directors Plan could not be exercised within one year from the date of grant and no option can be
exercised after ten years from the date granted. As noted above, no further awards will be granted under the Directors Plan.
In connection with the Redomestication, Foster Wheeler AG assumed Foster Wheeler Ltd.’s existing obligations under
Foster Wheeler Ltd.’s share-based incentive award programs and similar employee share-based awards. See Note 21 for
further information related to the Redomestication.
Stock Option Awards:

A summary of stock option activity for fiscal years 2008, 2007 and 2006 is presented below:
W e ighte d- W e ighte d- W e ighte d-
Ave rage Ave rage Ave rage
Exe rcise Exe rcise Exe rcise
S h are s Price S h are s Price S h are s Price
Options outstanding at beginning
of year 1,502,476 $ 44.45 4,411,930 $ 20.19 6,568,020 $ 14.50
Options exercised (142,038) $ 19.65 (2,976,020) $ 6.07 (3,046,430) $ 5.78
Options granted 1,761,246 $ 26.99 193,326 $ 62.98 991,492 $ 23.17
Options cancelled or expired (44,638) $ 251.94 (126,760) $ 129.20 (101,152) $ 113.98
Options outstanding at end of year 3,077,046 $ 32.59 1,502,476 $ 44.45 4,411,930 $ 20.19
Options available for grant at end
of year 5,582,611 8,066,938 8,178,784
Weighted-average grant date fair
value of options granted during
the year $ 11.21 $ 23.03 $ 9.28
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The following table summarizes our outstanding stock options as of December 26, 2008:
S tock O ptions O u tstan ding
W e ighte d-
Ave rage W e ighte d- Aggre gate
Nu m be r Re m aining Ave rage Intrin sic
Ran ge of Exe rcise Price s O u tstan ding C on tractu al Life Exe rcise Price Value
$ 14.83 to $ 21.43 1,562,838 4.91 years $ 21.36 $3,253,955
21.70 to 21.74 561,280 2.63 years 21.73 957,024
25.05 to 28.50 296,128 2.96 years 25.27 —
46.90 to 49.85 142,267 2.88 years 49.67 —
53.63 to 67.55 261,377 3.85 years 64.39 —
70.95 to 81.57 149,922 3.95 years 71.84 —
90.00 to 150.63 103,234 0.62 years 121.61 —
$ 14.83 to $150.63 3,077,046 3.93 years $ 32.59 $4,210,979
The following table summarizes our exercisable stock options as of December 26, 2008:
S tock O ptions Exe rcisable
W e ighte d-
Ave rage W e ighte d- Aggre gate
Nu m be r Re m aining Ave rage Intrin sic
Ran ge of Exe rcise Price s Exe rcisable C on tractu al Life Exe rcise Price Value
$ 14.83 to $ 21.43 22,008 3.23 years $ 16.31 $ 156,886
21.70 to 21.74 374,587 2.63 years 21.73 638,713
25.05 to 28.50 77,952 2.80 years 25.22 —
46.90 to 49.85 132,622 2.82 years 49.81 —
53.63 to 67.55 37,994 2.04 years 56.81 —
70.95 to 81.57 5,000 1.58 years 81.57 —
90.00 to 150.63 91,234 0.54 years 124.45 —
$ 14.83 to $150.63 741,397 2.41 years $ 41.80 $ 795,599
We calculated intrinsic value for those options that had an exercise price lower than the market price of our common
shares as of December 26, 2008. The aggregate intrinsic value of outstanding options and exercisable options as of
December 26, 2008 was calculated as the difference between the market price of our common shares and the exercise price of
the underlying options for the options that had an exercise price lower than the market price of our common shares at that
date. The total intrinsic value of the options exercised during fiscal years 2008, 2007 and 2006 was $7,320, $88,828 and
$49,601 determined as of the date of exercise.
As of December 26, 2008, there was $20,833 of total unrecognized compensation cost related to stock options. That
cost is expected to be recognized as expense over a weighted-average period of approximately 30 months.
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Restricted Awards:
A summary of restricted share activity for fiscal years 2008, 2007 and 2006 is presented below:
Grant Grant Grant
S h are s Price S h are s Price S h are s Price
Non-vested at beginning of year 165,960 $ 21.47 659,262 $ 11.32 2,222,362 $ 4.76
Granted — $ — — $ — 248,940 $ 21.47
Vested (82,980) $ 21.47 (493,302) $ 7.91 (1,807,088) $ 4.67
Cancelled or forfeited — $ — — $ — (4,952) $ 4.60
Non-vested at end of year 82,980 $ 21.47 165,960 $ 21.47 659,262 $ 11.32
A summary of restricted share unit activity for fiscal years 2008, 2007 and 2006 is presented below:
Grant Grant Grant
Un its Price Un its Price Un its Price
Non-vested at beginning of year 227,430 $ 38.79 868,968 $ 9.30 1,157,096 $ 5.09
Granted 768,255 $ 26.68 82,258 $ 62.94 193,412 $ 25.00
Vested (62,486) $ 26.31 (686,818) $ 5.12 (452,674) $ 5.48
Cancelled or forfeited (1,284) $ 44.10 (36,978) $ 25.05 (28,866) $ 5.62
Non-vested at end of year 931,915 $ 29.63 227,430 $ 38.79 868,968 $ 9.30
As of December 26, 2008, there was $21,817 of total unrecognized compensation cost related to the restricted awards.
That cost is expected to be recognized over a weighted-average period of approximately 29 months. The total fair value of
restricted awards vested during fiscal years 2008, 2007 and 2006 was $8,946, $33,408 and $47,085, respectively.
13. Common Share Purchase Warrants

In connection with the equity-for-debt exchange consummated in 2004, we issued 4,152,914 Class A common share
purchase warrants and 40,771,560 Class B common share purchase warrants. Each Class A warrant entitles its owner to
purchase 3.3682 common shares at an exercise price of $4.689 per common share thereunder, subject to the terms of the
warrant agreement between the warrant agent and us. In connection with the Redomestication and in accordance with the
terms of the warrant agreement, we extended the expiration date of our Class A warrants from September 24, 2009 to
October 2, 2009 as a result of the periods from January 27, 2009 until January 30, 2009 and February 3, 2009 until February 6,
2009 when the warrants were not exercisable. Each Class B warrant entitled its owner to purchase 0.1446 common shares at
an exercise price of $4.689 per common share thereunder, subject to the terms and conditions of the warrant agreement
between the warrant agent and us. The Class B warrants were exercisable on or before September 24, 2007.
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13. Common Share Purchase Warrants — (Continued)
In January 2006, we completed transactions that increased the number of common shares to be delivered upon the
exercise of our Class A and Class B common share purchase warrants during the offer period and raised $75,336 in net
proceeds. The exercise price per warrant was not increased in the offers. Holders of approximately 95% of the Class A
warrants and 57% of the Class B warrants participated in the offers resulting in the aggregate issuance of approximately
16,807,000 common shares.
Cumulatively through December 26, 2008, 3,971,940 Class A warrants and 38,730,407 Class B warrants have been
exercised for 19,728,294 common shares. The number of common shares issuable upon the exercise of the remaining
outstanding Class A warrants is approximately 609,557 as of December 26, 2008. The remaining outstanding Class B
warrants expired on September 24, 2007.
The holders of the Class A warrants are not entitled to vote, to receive dividends or to exercise any of the rights of
common shareholders for any purpose until such warrants have been duly exercised. We currently maintain and intend to
continue to maintain at all times during which the warrants are exercisable, a “shelf” registration statement relating to the
issuance of common shares underlying the warrants for the benefit of the warrant holders, subject to the terms of the
registration rights agreement. An initial registration statement became effective on December 28, 2005 and a replacement
registration statement was filed and became effective on December 5, 2008.
Also in connection with the equity-for-debt exchange consummated in 2004, we entered into a registration rights
agreement with certain selling security holders in which we agreed to file a registration statement to cover resales of our
securities held by them immediately following the exchange offer. We filed a registration statement in accordance with this
agreement on October 29, 2004. The registration statement, which initially became effective on December 23, 2004, must
remain in effect until December 23, 2009 unless certain events occur to terminate our obligations under the registration
rights agreement prior to that date. If we fail to maintain the registration statement as required or it becomes unavailable for
more than two 45-day periods in any consecutive 12-month period, we are required to pay damages at a rate of $13.7 per day
for each day that the registration statement is not effective. As of December 26, 2008, the maximum exposure under this
provision was approximately $3,700. We have not incurred, and do not expect to incur, any damages under the registration
rights agreement.
In connection with the Redomestication, Foster Wheeler AG assumed Foster Wheeler Ltd.’s obligations under the
warrant agreement and has agreed to issue registered shares of Foster Wheeler AG upon exercise of outstanding warrants
in accordance with their stated terms. See Note 21 for further information related to the Redomestication.
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14. Accumulated Other Comprehensive Loss

Below are the components of accumulated other comprehensive loss:
Accum u late d Pe n sion an d O the r

Fore ign Min im u m Postre tire m e n t Ne t (Loss)/Gains on
C u rre n cy Pe n sion Liability Be n e fit Plan De rivative s De signate d
Tran slation Adjustm e n ts, Ne t Adjustm e n ts, Ne t of as C ash Flow He dge s, Accum u late d O the r
Adjustm e n ts of Tax Tax Ne t of Tax C om pre h e n sive Loss
Balance as of
December 30, 2005 $ (74,168) $ (240,628) $ — $ — $ (314,796)
Other comprehensive
income 31,612 40,087 — 342 72,041
Adoption of
SFAS No. 158 — 200,541 (301,128) — (100,587)
Balance as of
December 29, 2006 (42,556) — (301,128) 342 (343,342)
Other comprehensive
income 31,939 — 48,958 1,331 82,228
Balance as of
December 28, 2007 (10,617) — (252,170) 1,673 (261,114)
Other comprehensive
income (68,747) — (156,282) (8,645) (233,674)
Balance as of
December 26, 2008 $ (79,364) $ — $ (408,452) $ (6,972) $ (494,788)
The tax effect related to pension and other postretirement benefit plan adjustments was a benefit of $104,395, $96,117
and $108,752 as of December 26, 2008, December 28, 2007 and December 29, 2006, respectively. The tax effect related to
(losses)/gains on derivatives designated as cash flow hedges was a benefit of $2,645 as of December 26, 2008, and
provisions of $635 and $203, as of December 28, 2007 and December 29, 2006, respectively.
The accumulated foreign currency translation adjustments are not currently adjusted for income taxes as they relate to
permanent investments in international subsidiaries.
15. Income Taxes

Below are the components of income before income taxes for fiscal years 2008, 2007 and 2006 under the following tax
jurisdictions:
2008 2007 2006
U.S. $ 25,715 $ 23,727 $ 68,897
Non-U.S. 597,933 506,567 274,796
Total $ 623,648 $ 530,294 $ 343,693
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15. Income Taxes — (Continued)
The provision for income taxes was as follows:

2008 2007 2006
Current tax expense:
U.S. $ (4,370) $ (2,831) $ (4,084)
Non-U.S. (115,541) (114,938) (55,260)
Total current (119,911) (117,769) (59,344)
Deferred tax expense/(benefit):
U.S. 8,758 (2,248) (3,540)
Non-U.S. 14,125 (16,403) (18,825)
Total deferred 22,883 (18,651) (22,365)
Total provision for income taxes $ (97,028) $ (136,420) $ (81,709)
Deferred tax assets/(liabilities) consist of the following:
2008 2007
Deferred tax assets:
Pensions $ 81,985 $ 46,484
Accrued costs on long-term contracts 25,943 22,919
Deferred income 23,525 25,392
Accrued expenses 39,749 43,546
Postretirement benefits other than pensions 28,602 27,318
Asbestos claims 42,720 32,790
Net operating loss carryforwards and other tax attributes 203,978 224,457
Asset impairments and other reserves 2,568 2,079
Other 5,778 5,159
Total gross deferred tax assets 454,848 430,144
Valuation allowance (318,722) (294,286)
Total deferred tax assets 136,126 135,858
Deferred tax liabilities:
Property, plant and equipment (30,449) (27,372)
Goodwill and other intangible assets (7,301) (19,791)
Investments (20,364) (25,845)
Unremitted earnings of foreign subsidiaries (8,000) (8,000)
Total gross deferred tax liabilities (66,114) (81,008)
Net deferred tax assets $ 70,012 $ 54,850
Realization of deferred tax assets is dependent on generating sufficient taxable income prior to the expiration of the
various attributes. We believe that it is more likely than not that the remaining net deferred
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tax assets (after consideration of the valuation allowance) will be realized through future earnings and/or tax planning
strategies. The amount of the deferred tax assets considered realizable, however, could change in the near future if estimates
of future taxable income during the carryforward period are changed. We have reduced our U.S. and certain non-U.S. tax
benefits by a valuation allowance based on a consideration of all available evidence, which indicates that it is more likely
than not that some or all of the deferred tax assets will not be realized. During fiscal year 2008, we reversed the valuation
allowance that we had previously established for one of our non-U.S. operating units due to improved operational
performance and positive evidence that indicates that it is more likely than not that the deferred tax assets in that
jurisdiction will be realized. This valuation allowance reduction was offset by the need to increase the valuation allowance
related to deferred tax assets in certain jurisdictions. On an overall basis, the valuation allowance increased by $24,436
during fiscal year 2008, primarily as a result of an increase in the deferred tax asset related to the U.S. pension liability (which
is recognized in other comprehensive income), partially offset by the net valuation allowance reversals described above.
For statutory purposes, the majority of deferred tax assets for which a valuation allowance is provided do not begin
expiring until fiscal year 2024 or later, based on the current tax laws.
Our subsidiaries file income tax returns in numerous tax jurisdictions, including the United States, several U.S. states
and numerous non-U.S. jurisdictions around the world. Tax returns are also filed in jurisdictions where our subsidiaries
execute project-related work. The statute of limitations varies by the various jurisdictions in which we operate. Because of
the number of jurisdictions in which we file tax returns, in any given year the statute of limitations in certain jurisdictions
may expire without examination within the 12-month period from the balance sheet date. As a result, we expect recurring
changes in unrecognized tax benefits due to the expiration of the statute of limitations, none of which are expected to be
individually significant. With few exceptions, we are no longer subject to U.S. (including federal, state and local) or non-
U.S. income tax examinations by tax authorities for years before fiscal year 2003.
During fiscal year 2008, we settled a tax audit in the Asia Pacific region which resulted in a $3,200 reduction of
unrecognized tax benefits and a corresponding reduction in the provision for income taxes. A number of tax years are also
under audit by the relevant state and non-U.S. tax authorities. We anticipate that several of these audits may be concluded
in the foreseeable future, including in fiscal year 2009. Based on the status of these audits, it is reasonably possible that the
conclusion of the audits may result in a reduction of unrecognized tax benefits. However, it is not possible to estimate the
impact of this change at this time.
We adopted the provisions of FIN 48 on December 30, 2006, the first day of fiscal year 2007. As a result of the adoption
of FIN 48, we recognized a $4,356 reduction in the opening balance of our shareholders’ equity. This resulted from changes
in the amount of tax benefits recognized related to uncertain tax positions and the accrual of interest and penalties.
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A reconciliation of the beginning and ending amount of our unrecognized tax benefit is as follows:
2008 2007
Balance at beginning of year $ 52,175 $ 44,786
Additions based on tax positions related to the current year 7,859 6,218
Additions for tax positions of prior years — 8,910
Reductions for tax provisions for prior years (5,668) (1,663)
Settlements — (2,744)
Reductions for lapse of statute of limitations (5,624) (3,332)
Balance at end of year $ 48,742 $ 52,175
As of December 26, 2008, we had $48,742 of unrecognized tax benefits, of which $48,398 would, if recognized, affect our
effective tax rate before existing valuation allowance considerations.
tax benefits in other deductions, net on our consolidated statement of operations. We recorded net interest expense and net
penalties totaling $(1,193) and $2,700, in fiscal years 2008 and 2007, respectively, of which the net penalties in fiscal year
2008 is net of $4,958 of previously accrued tax penalties which were ultimately not assessed. As of December 26, 2008,
$21,540 was accrued for the payment of interest and penalties.
The provision for income taxes differs from the amount of income tax determined by applying the applicable
U.S. statutory rate to income before income taxes, as a result of the following:
2008 2007 2006
Tax provision at U.S. statutory rate 35.0% 35.0% 35.0%
State income taxes, net of Federal income tax benefit 0.5% 0.1% 0.3%
Valuation allowance (6.3)% (1.8)% (3.9)%
Non-U.S. tax rates different than the statutory rate (13.7)% (10.4)% (9.3)%
Impact of changes in tax rate on deferred taxes 0.3% 1.3% 0.0%
Nondeductible loss / nontaxable income (0.2)% 1.6% 1.7%
Other 0.0% (0.1)% 0.0%
Total 15.6% 25.7% 23.8%
16. Derivative Financial Instruments

We maintain a foreign currency risk-management strategy that uses foreign currency forward contracts to protect us
from unanticipated fluctuations in cash flows that may arise from volatility in currency exchange rates between the
functional currencies of our subsidiaries and the foreign currencies in which some of our operating purchases and sales are
denominated. We utilize these contracts solely to hedge specific foreign currency exposures, whether or not they qualify for
hedge accounting under SFAS No. 133. Nearly all of these foreign currency forward contracts are used to hedge foreign
currency exposures on our long-term contracts on which we recognize revenues, costs and profits on the percentage-of-
completion method. During fiscal years
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16. Derivative Financial Instruments — (Continued)
2008, 2007 and 2006, none of the foreign currency forward contracts met the requirements for hedge accounting under
SFAS No. 133.
As required under SFAS No. 133, the fair values of foreign currency forward contracts are recognized as assets or
liabilities in our consolidated balance sheet. The gain or loss from the portion of the mark-to-market adjustment related to
the completed portion of the underlying contract is included in cost of operating revenues at the same time as the
underlying foreign currency cash flows occur. The gain or loss from the remaining portion of the mark-to-market adjustment,
specifically the portion relating to the uncompleted portion of the underlying contract is reflected directly in the
consolidated statement of operations in the period in which the mark-to-market adjustment occurs.
The incremental gain or loss from the remaining uncompleted portion of our contracts amounted to foreign exchange
(losses)/gains of $(11,863), $324 and $7,610 in fiscal years 2008, 2007 and 2006, respectively and were recorded on the
following line items on the consolidated statement of operations:
2008 2007 2006
(Increase)/decrease in cost of operating revenues $ (11,473) $ 465 $ 7,662
Other deductions, net (390) (141) (52)
Pretax (loss)/gain $ (11,863) $ 324 $ 7,610
The mark-to-market adjustments on foreign currency forward exchange contracts for these unrealized gains or losses
are recorded in either contracts in process or billings in excess of costs and estimated earnings on uncompleted contracts
on the consolidated balance sheet.
In fiscal years 2008, 2007 and 2006, we included net cash (outflows)/inflows on the settlement of derivatives of $(8,410),
$5,253 and $2,035, respectively, within the “net change in contracts in process and billings in excess of costs and estimated
earnings on uncompleted contracts,” a component of cash flows from operating activities in the consolidated statement of
cash flows.
We are exposed to credit loss in the event of non-performance by the counterparties. All of these counterparties are
significant financial institutions that are primarily rated “BBB+” or better by Standard & Poor’s (or the equivalent by other
recognized credit rating agencies). As of December 26, 2008, based on the notional amounts of the forward contracts,
$203,384 was owed to us by counterparties and $172,947 was owed by us to counterparties.
The maximum term over which we are hedging our exposure to the variability of cash flows is approximately 42 months.
We use interest rate swap contracts to manage interest rate risk associated with some of our variable rate special-
purpose limited recourse project debt. Certain of our affiliates in which we have an equity interest also use interest rate
swap contracts to manage interest rate risk associated with their limited recourse project debt. See Notes 1 and 7 for further
information regarding interest rate swap contracts.
17. Business Segments

We operate through two business groups: our Global Engineering and Construction Group (“Global E&C Group”)
and our Global Power Group.
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17. Business Segments — (Continued)
Global Engineering and Construction Group

generation and distribution facilities, and gasification facilities. Our Global E&C Group is also involved in the design of
facilities in new or developing market sectors, including carbon capture and storage, solid fuel-fired integrated gasification
combined-cycle power plants, coal-to-liquids, coal-to-chemicals and biofuels. Our Global E&C Group generates revenues
from engineering, procurement and construction and project management activities pursuant to contracts spanning up to
Our Global E&C Group provides the following services:
• Design, engineering, project management, construction and construction management services, including the
procurement of equipment, materials and services from third-party suppliers and contractors.
• Environmental remediation services, together with related technical, engineering, design and regulatory services.
• Development, engineering, procurement, construction, ownership and operation of power generation facilities, from
conventional and renewable sources, and waste-to-energy facilities in Europe.
Global Power Group

Our Global Power Group designs, manufactures and erects steam generating and auxiliary equipment for electric power
generating stations and industrial facilities worldwide and owns and/or operates several cogeneration, independent power
production and waste-to-energy facilities, as well as power generation facilities for the process and petrochemical
industries. Our Global Power Group generates revenues from engineering activities, equipment supply, construction
contracts, operating and maintenance agreements, royalties from licensing its technology, and from returns on its
investments in several power production facilities.
Our Global Power Group’s steam generating equipment includes a full range of technologies, offering independent
power producers, utilities and industrial clients high-value technology solutions for converting a wide range of fuels, such
as coal, lignite, petroleum coke, oil, gas, biomass and municipal solid waste, into steam, which can be used for power
generation, district heating or for industrial processes.
Our Global Power Group offers several other products and services related to steam generators:
• Designs, manufactures and installs auxiliary and replacement equipment for utility power and industrial facilities,
including surface condensers, feed water heaters, coal pulverizers, steam generator coils and panels, biomass
gasifiers, and replacement parts for steam generators.
• Nitrogen-oxide (“NOx ”) reduction systems and components for pulverized coal steam generators such as, selective
catalytic reduction systems, low NOx combustion systems, low NOx burners, primary combustion and overfire air
systems and components, fuel and combustion air measuring and control systems and components.
• A broad range of site services including construction and erection services, maintenance engineering, steam
generator upgrading and life extension, and plant repowering.
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• Research and development in the areas of combustion, fluid and gas dynamics, heat transfer, materials and solid
mechanics.
• Technology licenses to other steam generator suppliers in select countries.
Corporate and Finance Group

In addition to these two business groups, which also represent operating segments for financial reporting purposes,
we report corporate center expenses and expenses related to certain legacy liabilities, such as asbestos, in the Corporate
and Finance Group (“C&F Group”), which we also treat as an operating segment for financial reporting purposes.
We conduct our business on a global basis. Our Global E&C Group has accounted for the largest portion of our
operating revenues over the last ten years. In fiscal year 2008, our Global E&C Group accounted for 75% of our total
operating revenues, while our Global Power Group accounted for 25% of our total operating revenues.
The geographic dispersion of our operating revenues for fiscal year 2008, based upon where the project is being
executed, was as follows:
Global E&C Group Global Powe r Group Total
Pe rce n tage of Pe rce n tage of Pe rce n tage of
Th ird-Party Th ird-Party Th ird-Party Th ird-Party Th ird-Party Th ird-Party
Re ve n u e s Re ve n u e s Re ve n u e s Re ve n u e s Re ve n u e s Re ve n u e s
Asia $ 1,398,295 27.1% $ 177,088 10.4% $ 1,575,383 23.0%
Australasia* 1,731,781 33.6% 13,258 0.8% 1,745,039 25.5%
Europe 847,788 16.5% 603,882 35.4% 1,451,670 21.2%
Middle East 857,944 16.7% 648 0.0% 858,592 12.5%
North America 276,796 5.4% 779,413 45.6% 1,056,209 15.4%
South America 34,623 0.7% 132,774 7.8% 167,397 2.4%
Total $ 5,147,227 100.0% $ 1,707,063 100.0% $ 6,854,290 100.0%
* Australasia primarily represents Australia, New Zealand and the Pacific islands.
EBITDA is the primary measure of operating performance used by our chief operating decision maker.
One client accounted for approximately 24%, 12% and 13% of our consolidated operating revenues (inclusive of flow-
through revenues) in fiscal years 2008, 2007 and 2006, respectively; however, the associated flow-through revenues
included in these percentages accounted for approximately 20%, 9% and 11% of our consolidated operating revenues in
fiscal years 2008, 2007 and 2006, respectively. No other single client accounted for ten percent or more of our consolidated
revenues in fiscal years 2008, 2007 or 2006.
Identifiable assets by group are those assets that are directly related to and support the operations of each group.
Corporate assets are principally cash, investments, real estate and insurance receivables.
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Global Global C &F

Total E&C Group Powe r Group Group(1)
Operating revenues (third-party) $6,854,290 $ 5,147,227 $ 1,707,063 $ —
EBITDA(2) $ 686,067 $ 535,602 $ 239,508 $ (89,043)
Total assets $3,011,254 $ 1,755,660 $ 1,403,386 $(147,792)
Capital expenditures $ 103,965 $ 90,228 $ 11,625 $ 2,112
EBITDA(3) $ 591,840 $ 505,647 $ 139,177 $ (52,984)
Total assets $3,248,988 $ 1,799,231 $ 1,243,696 $ 206,061
Capital expenditures $ 51,295 $ 42,965 $ 8,055 $ 275
EBITDA(4) $ 399,514 $ 323,297 $ 95,039 $ (18,822)
Capital expenditures $ 30,293 $ 22,784 $ 7,464 $ 45
(1) Includes general corporate income and expense, our captive insurance operation and the elimination of transactions and
balances related to intercompany interest.
estimated contract profits*: $46,260 in our Global E&C Group and $(19,540) in our Global Power Group; a charge of
$9,000 in our Global Power Group primarily for severance-related postemployment
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benefits in accordance with SFAS No. 112; and a net charge of $6,607 in our C&F Group on the revaluation of our
asbestos liability and related asset resulting primarily from increased asbestos defense costs projected through year-
end 2023 of $42,727 offset by gains of $36,120 on the settlement of coverage litigation with certain insurance carriers.
estimated contract profits*: $54,520 in our Global E&C Group and $(19,370) in our Global Power Group; a gain of $13,519
in our C&F Group on the settlement of coverage litigation with certain asbestos insurance carriers; and a charge of
$7,374 in our C&F Group on the revaluation of our asbestos liability and related asset.
(4) Includes in fiscal year 2006: (decreased)/increased contract profit of $(5,670) from the regular re-evaluation of final
estimated contract profits*: $14,720 in our Global E&C Group and $(20,390) in our Global Power Group; net asbestos-
related gains of $115,664 in our C&F Group primarily related to the settlement of coverage litigation with certain
asbestos insurance carriers; a charge of $15,533 in our C&F Group on the revaluation of our asbestos liability and
related asset; an aggregate charge of $14,955 in our C&F Group in conjunction with the voluntary termination of our
prior domestic senior credit agreement; and a net charge of $12,483 in our C&F Group in conjunction with the debt
reduction initiatives completed in April and May 2006.
* Please refer to “Revenue Recognition on Long-Term Contracts” in Note 1 for further information regarding changes in
our final estimated contract profits.
The accounting policies of our business segments are the same as those described in our summary of significant
accounting policies. The only significant intersegment transactions relate to interest on intercompany balances. We
account for interest on those arrangements as if they were third-party transactions — i.e. at current market rates, and we
include the elimination of that activity in the results of the C&F Group.
Equ ity in Earn ings of Un con solidate d S u bsidiarie s: 2008 2007 2006
Global E&C Group $ 11,649 $ 19,720 $ 19,056
Global Power Group 21,729 17,579 10,551
C&F Group — — (328)
Total $ 33,378 $ 37,299 $ 29,279
Inve stm e n ts In an d Advance s to Un con solidate d S u bsidiarie s: 2008 2007
Global E&C Group $ 135,673 $ 130,240
Global Power Group 75,099 68,092
C&F Group 4 14
Total $ 210,776 $ 198,346
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Third-party operating revenues as presented below are based on the geographic region in which the contracting
subsidiary is located and not the location of the client or job site.
Ge ograph ic C on ce n tration of O pe ratin g Re ve n u e s (Th ird-Party): 2008 2007 2006
Asia $ 1,010,232 $ 593,923 $ 272,939
Australasia* 1,219,366 504,611 447,696
Canada 21,122 21,220 11,588
Europe 2,898,987 2,532,984 1,708,973
Middle East 557,437 349,237 109,175
United States 1,127,212 1,091,599 932,939
South America 19,934 13,669 11,738
Total $ 6,854,290 $ 5,107,243 $ 3,495,048
In fiscal years 2008, 2007 and 2006, we generated third-party revenues, determined based upon the location of the
contracting subsidiary, of $1,308,255, $1,109,862 and $594,305, respectively, in the United Kingdom; $1,170,601, $462,533 and
$341,404, respectively, in Australia; $694,847, $384,135 and $144,489, respectively, in Singapore; $501,436, $538,600 and
$463,804, respectively, in Italy and $2,716, $2,885 and $3,273 in Switzerland, the Foster Wheeler AG country of domicile.
Long-lived assets as presented below are based on the geographic region in which the contracting subsidiary is
located.
Lon g-Live d Asse ts: 2008 2007
Asia $ 46,134 $ 37,232
Australasia* 2,866 3,968
Canada 15 25
Europe 331,070 296,109
Middle East 74 125
United States 262,166 246,234
South America 73,699 66,673
Total $ 716,024 $ 650,366
As of December 26, 2008 and December 28, 2007, our contracting subsidiaries in Switzerland, the Foster Wheeler AG
country of domicile, had long-lived assets of $20 and $24, respectively.
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Operating revenues by industry were as follows:

O pe ratin g Re ve n u e s (Th ird-Party) by In du stry: 2008 2007 2006
Power generation $ 1,637,718 $ 1,437,078 $ 1,326,896
Oil refining 1,574,426 1,431,810 716,053
Pharmaceutical 81,438 155,266 128,510
Oil and gas 1,891,490 898,623 680,041
Chemical/petrochemical 1,490,168 1,003,136 383,092
Power plant operation and maintenance 130,144 120,474 111,154
Environmental 29,959 54,878 68,847
Other, net of eliminations 18,947 5,978 80,455
Total $ 6,854,290 $ 5,107,243 $ 3,495,048
18. Operating Leases

Certain of our subsidiaries are obligated under operating lease agreements, primarily for office space. In many
instances, our subsidiaries retain the right to sub-lease the office space. Rental expense for these leases was $65,644,
$54,293 and $37,634 in fiscal years 2008, 2007 and 2006, respectively. Future minimum rental commitments on non-cancelable
leases are as follows:
Fiscal years:
2009 $ 52,144
2010 43,528
2011 35,927
2012 29,226
2013 27,937
Thereafter 173,145
Total $361,907
We entered into sale/leaseback transactions for an office building in Spain in 2000 and an office building in the United
Kingdom in 1999. In connection with these transactions, we recorded deferred gains, which are being amortized to income
over the term of the respective leases. The amortization was $4,575, $4,602 and $4,168 for fiscal years 2008, 2007 and 2006,
respectively. As of December 26, 2008 and December 28, 2007, the balance of the deferred gains was $47,477 and $66,226,
respectively, and is included in other long-term liabilities on the consolidated balance sheet. The year-over-year change in
the deferred gain balance includes the impact of changes in foreign currency exchange rates.
19. Litigation and Uncertainties
Asbestos
Some of our U.S. and U.K. subsidiaries are defendants in numerous asbestos-related lawsuits and out-of-court informal
claims pending in the United States and the United Kingdom. Plaintiffs claim damages for
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19. Litigation and Uncertainties — (Continued)
personal injury alleged to have arisen from exposure to or use of asbestos in connection with work allegedly performed by
our subsidiaries during the 1970s and earlier.
United States
A summary of our U.S. claim activity is as follows:
Nu m be r of C laim s
2008 2007 2006
Open claims at beginning of year 131,340 135,890 164,820
New claims 4,950 5,140 8,250
Claims resolved(1) (5,530) (9,690) (37,180)
Open claims at end of year 130,760 131,340 135,890
Claims not valued in the liability(2) (84,830) (66,040) (47,820)
Open claims valued in the liability at end of year 45,930 65,300 88,070
(1) Claims resolved in fiscal year 2006 include court dismissals without payment of mass claim filings approximating 22,900 claims.
(2) Claims not valued in the liability include claims on certain inactive court dockets, claims over six years old that are considered abandoned
and certain other items.
Of the approximately 130,760 open claims, our subsidiaries are respondents in approximately 30,400 open claims
wherein we have administrative agreements and are named defendants in lawsuits involving approximately 100,360
plaintiffs.
All of the open administrative claims have been filed under blanket administrative agreements that we have with
various law firms representing claimants and do not specify monetary damages sought. Based on our analysis of lawsuits,
approximately 62% do not specify the monetary damages sought or merely recite that the amount of monetary damages
sought meets or exceeds the required jurisdictional minimum in the jurisdiction in which suit is filed. Approximately 11%
request damages ranging from $1 to $50; approximately 20% request damages ranging from $51 to $1,000; approximately 6%
request damages ranging from $1,001 to $10,000; and the remaining 1% request damages ranging from $10,001 to, in a very
small number of cases, $50,000.
The majority of requests for monetary damages are asserted against multiple named defendants in a single complaint.
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We had the following U.S. asbestos-related assets and liabilities recorded on our consolidated balance sheet as of the
dates set forth below. Total U.S. asbestos-related liabilities are estimated through year 2023. Although it is likely that claims
will continue to be filed after that date, the uncertainties inherent in any long-term forecast prevent us from making reliable
estimates of the indemnity and defense costs that might be incurred after that date.
2008 2007
Asbestos-related assets recorded within:
Accounts and notes receivable-other $ 38,200 $ 47,100
Asbestos-related insurance recovery receivable 246,600 279,100
Total asbestos-related assets $ 284,800 $ 326,200
Asbestos-related liabilities recorded within:
Accrued expenses $ 64,500 $ 72,000
Asbestos-related liability 320,800 331,300
Total asbestos-related liabilities $ 385,300 $ 403,300
Since fiscal year-end 2004, we have worked with Analysis, Research & Planning Corporation (“ARPC”), nationally
recognized consultants in projecting asbestos liabilities, to estimate the amount of asbestos-related indemnity and defense
costs at year-end for the next 15 years. Based on its review of fiscal year 2008 activity, ARPC recommended that the
assumptions used to estimate our future asbestos liability be updated as of fiscal year-end 2008. Accordingly, we
developed a revised estimate of our aggregate indemnity and defense costs through fiscal year 2023 considering the advice
of ARPC. In fiscal year 2008, we revalued our liability for asbestos indemnity and defense costs through fiscal year 2023 to
$385,300, which brought our liability to a level consistent with ARPC’s reasonable best estimate. In connection with
updating our estimated asbestos liability and related asset, we recorded a charge of $42,700 in fiscal year 2008 resulting
primarily from increased asbestos defense costs projected through year-end 2023.
The amount paid for asbestos litigation, defense and case resolution was $70,600, $86,700 and $83,300 in fiscal years
2008, 2007 and 2006, respectively. In fiscal year 2008, proceeds from settlements with our insurers exceeded payments made
by $16,800. Through December 26, 2008, total cumulative indemnity costs paid were approximately $658,000 and total
cumulative defense costs paid were approximately $286,300.
As of December 26, 2008, total asbestos-related liabilities were comprised of an estimated liability of $158,000 relating to
open (outstanding) claims being valued and an estimated liability of $227,300 relating to future unasserted claims through
fiscal year-end 2023.
Our liability estimate is based upon the following information and/or assumptions: number of open claims, forecasted
number of future claims, estimated average cost per claim by disease type — mesothelioma, lung cancer and non-
malignancies — and the breakdown of known and future claims into disease type — mesothelioma, lung cancer or non-
malignancies. The total estimated liability, which has not been discounted for the time value of money, includes both the
estimate of forecasted indemnity amounts and forecasted defense costs. Total defense costs and indemnity liability
payments are estimated to be incurred through fiscal year 2023, during which period the incidence of new claims is
forecasted to decrease each year. We believe that it is likely that there will be new claims filed after fiscal year 2023, but in
light of uncertainties inherent in long-term forecasts, we do not believe that we can reasonably estimate the indemnity and
defense costs that
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might be incurred after fiscal year 2023. Historically, defense costs have represented approximately 30% of total defense and
indemnity costs.
The overall historic average combined indemnity and defense cost per resolved claim through December 26, 2008 has
been approximately $2.7. The average cost per resolved claim is increasing and we believe it will continue to increase in the
future.
The asbestos-related asset recorded within accounts and notes receivable-other as of December 26, 2008 reflects
amounts due in the next 12 months under executed settlement agreements with insurers and does not include any estimate
for future settlements. The recorded asbestos-related insurance recovery receivable includes an estimate of recoveries from
insurers in the unsettled insurance coverage litigation (referred to below) based upon the application of New Jersey law to
certain insurance coverage issues and assumptions relating to cost allocation and other factors as well as an estimate of the
amount of recoveries under existing settlements with other insurers. Such amounts have not been discounted for the time
value of money.
Since fiscal year-end 2005, we have worked with Peterson Risk Consulting, nationally recognized experts in the
estimation of insurance recoveries, to review our estimate of the value of the settled insurance asset and assist in the
estimation of our unsettled asbestos insurance asset. Based on insurance policy data, historical claim data, future liability
estimates including the expected timing of payments and allocation methodology assumptions we provided them, Peterson
Risk Consulting provided an analysis of the unsettled insurance asset as of December 26, 2008. We utilized that analysis to
determine our estimate of the value of the unsettled insurance asset as of December 26, 2008.
As of December 26, 2008, we estimated the value of our unsettled asbestos insurance asset related to ongoing
litigation in New York state court with our subsidiaries’ insurers at $24,800. The litigation relates to the amounts of
insurance coverage available for asbestos-related claims and the proper allocation of the coverage among our subsidiaries’
various insurers and our subsidiaries as self-insurers. We believe that any amounts that our subsidiaries might be allocated
as self-insurer would be immaterial.
An adverse outcome in the pending insurance litigation described above could limit our remaining insurance
recoveries and result in a reduction in our insurance asset. However, a favorable outcome in all or part of the litigation could
increase remaining insurance recoveries above our current estimate. If we prevail in whole or in part in the litigation, we will
re-value our asset relating to remaining available insurance recoveries based on the asbestos liability estimated at that time.
Over the last several years, certain of our subsidiaries have entered into settlement agreements calling for insurers to
make lump-sum payments, as well as payments over time, for use by our subsidiaries to fund asbestos-related indemnity
and defense costs and, in certain cases, for reimbursement for portions of out-of-pocket costs previously incurred. In fiscal
year 2006, our subsidiaries reached agreements to settle their disputed asbestos-related insurance coverage with four of
their insurers. Primarily as a result of these insurance settlements, we recorded a gain of $96,200 in fiscal year 2006.
In fiscal year 2007, our subsidiaries reached agreements to settle their disputed asbestos-related insurance coverage
with four additional insurers, including two in the fourth fiscal quarter. As a result of these settlements, we recorded a gain
of $4,900 in the fourth fiscal quarter and $13,500 in fiscal year 2007.
In fiscal year 2008, our subsidiaries reached agreements to settle their disputed asbestos-related insurance coverage
with three additional insurers. As a result of these settlements, we recorded a gain of $36,100 in fiscal year 2008.
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We intend to continue to attempt to negotiate additional settlements with insurers where achievable on a reasonable
basis in order to minimize the amount of future costs that we would be required to fund out of the cash flows generated from
our operations. Unless we settle with the remaining insurers at recovery amounts significantly in excess of our current
estimate, it is likely that the amount of our insurance settlements will not cover all future asbestos-related costs and we will
be required to fund a portion of such future costs, which will reduce our cash flows and working capital.
In fiscal year 2006, we were successful in our appeal of a New York state trial court decision that previously had held
that New York, rather than New Jersey, law applies in the above coverage litigation with our subsidiaries’ insurers, and as a
result, we increased our insurance asset and recorded a gain of $19,500. On February 13, 2007, our subsidiaries’ insurers
were granted permission by the appellate court to appeal the decision to the New York Court of Appeals, the state’s highest
court. On October 11, 2007, the New York Court of Appeals upheld the appellate court decision in our favor.
Even if the coverage litigation is resolved in a manner favorable to us, our insurance recoveries (both from the litigation
and from settlements) may be limited by insolvencies among our insurers. We have not assumed recovery in the estimate of
our asbestos insurance asset from any of our currently insolvent insurers. Other insurers may become insolvent in the
future and our insurers may fail to reimburse amounts owed to us on a timely basis. Failure to realize the expected insurance
recoveries, or delays in receiving material amounts from our insurers, could have a material adverse effect on our financial
condition and our cash flows.
Based on the fiscal year-end 2008 liability estimate, an increase of 25% in the average per claim indemnity settlement
amount would increase the liability by $59,800 and the impact on expense would be dependent upon available additional
insurance recoveries. Assuming no change to the assumptions currently used to estimate our insurance asset, this increase
would result in a charge in the statement of operations in the range of approximately 70% to 80% of the increase in the
liability. Long-term cash flows would ultimately change by the same amount. Should there be an increase in the estimated
liability in excess of this 25%, the percentage of that increase that would be expected to be funded by additional insurance
recoveries will decline.
We had net cash inflows of $16,800 as a result of insurance settlement proceeds in excess of the asbestos liability
indemnity payments and defense costs during fiscal year 2008. We expect to fund a total of $26,500 of the asbestos liability
indemnity and defense costs from our cash flows in fiscal year 2009, net of the cash expected to be received from existing
insurance settlements. This estimate assumes no additional settlements with insurance companies or elections by us to
fund additional payments. As we continue to collect cash from insurance settlements and assuming no increase in our
asbestos-related insurance liability or any future insurance settlements, the asbestos-related insurance receivable recorded
on our consolidated balance sheet will continue to decrease.
The estimate of the liabilities and assets related to asbestos claims and recoveries is subject to a number of
uncertainties that may result in significant changes in the current estimates. Among these are uncertainties as to the
ultimate number and type of claims filed, the amounts of claim costs, the impact of bankruptcies of other companies with
asbestos claims, uncertainties surrounding the litigation process from jurisdiction to jurisdiction and from case to case, as
well as potential legislative changes. Increases in the number of claims filed or costs to resolve those claims could cause us
to increase further the estimates of the costs associated with asbestos claims and could have a material adverse effect on
our financial condition, results of operations and cash flows.
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United Kingdom
Some of our subsidiaries in the United Kingdom have also received claims alleging personal injury arising from
exposure to asbestos. To date, 904 claims have been brought against our U.K. subsidiaries of which 357 remained open as
of December 26, 2008. None of the settled claims has resulted in material costs to us.
As of December 26, 2008, we recorded total liabilities of $37,800 comprised of an estimated liability relating to open
(outstanding) claims of $8,400 and an estimated liability relating to future unasserted claims through year 2023 of $29,400. Of
the total, $2,800 was recorded in accrued expenses and $35,000 was recorded in asbestos-related liability on the
consolidated balance sheet. An asset in an equal amount was recorded for the expected U.K. asbestos-related insurance
recoveries, of which $2,800 was recorded in accounts and notes receivable-other and $35,000 was recorded as asbestos-
related insurance recovery receivable on the consolidated balance sheet. The liability estimates are based on a U.K. House
of Lords judgment that pleural plaque claims do not amount to a compensable injury and accordingly, we have reduced our
liability assessment. If this ruling is reversed by legislation, the total asbestos liability and related asset recorded in the U.K.
would be approximately $51,500.
Project Claims
In the ordinary course of business, we are parties to litigation involving clients and subcontractors arising out of
project contracts. Such litigation includes claims and counterclaims by and against us for canceled contracts, for additional
costs incurred in excess of current contract provisions, as well as for back charges for alleged breaches of warranty and
other contract commitments. If we were found to be liable for any of the claims/counterclaims against us, we would incur a
charge against earnings to the extent a reserve had not been established for the matter in our accounts or if the liability
exceeds established reserves.
Due to the inherent commercial, legal and technical uncertainties underlying the estimation of all of the project claims
described herein, the amounts ultimately realized or paid by us could differ materially from the balances, if any, included in
our financial statements, which could result in additional material charges against earnings, and which could also materially
adversely impact our financial condition and cash flows.
Power Plant Arbitration — Eastern Europe

In June 2006, we commenced arbitration against a client seeking final payment for our services in connection with two
power plants that we designed and built in Eastern Europe. The dispute primarily concerns whether we are liable to the
client for liquidated damages (“LDs”) under the contract for delayed completion of the projects. The client contends that it
is owed LDs, limited under the contract at approximately €37,600 (approximately $52,700 at the exchange rate in effect as of
December 26, 2008), and is retaining as security for these LDs approximately €22,000 (approximately $30,900 at the exchange
rate in effect as of December 26, 2008) in contract payments otherwise due to us for work performed. The client contends
that it is owed an additional €6,900 (approximately $9,700 at the exchange rate in effect as of December 26, 2008) for the cost
of consumable materials it had to incur due to the extended commissioning period on both projects, the cost to relocate a
piece of equipment on one of the projects and the cost of various warranty repairs and punch list work. We are seeking
payment of the €22,000 (approximately $30,900 at the exchange rate in effect as of December 26, 2008 and which is recorded
within contracts in process on the consolidated balance sheet) in retention that is being held by the client for LDs, plus
approximately €4,900 (approximately $6,900 at the exchange rate in effect as of December 26, 2008) in interest on the retained
funds, as well as approximately €9,100 (approximately $12,800 at the exchange rate in effect as of
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December 26, 2008) in additional compensation for extra work performed beyond the original scope of the contracts and the
client’s failure to procure the required property insurance for the project, which should have provided coverage for some of
the damages we incurred on the project related to turbine repairs. In October 2008, a liability award by the arbitration panel
in our favor was received. The award includes amounts that are “fixed” and amounts that require substantiation at a hearing
on damages, which has not yet been scheduled by the panel. With estimated interest to be awarded at the damages hearing,
we believe the fixed amount awarded will be in line with our previously estimated recovery.
Power Plant Dispute — Ireland

In 2006, a dispute arose with a client because of material corrosion that is occurring at two power plants we designed
and built in Ireland, which began operation in December 2005 and June 2006. The boilers at both plants are designed to burn
milled peat as the primary fuel, supplied from different local sources. The alkali halides corrosion that is affecting the boiler
tubes is fuel related.
There is also corrosion occurring to subcontractor-provided emissions control equipment and induction fans at the
back-end of the power plants. The corrosion is due principally to the low set point temperature design of the emissions
control equipment that was set by our subcontractor.
We have identified technical solutions to resolve the boiler tube corrosion and emissions control equipment corrosion
and during the fourth fiscal quarter of 2008 entered into a settlement with the client under which we will implement the
technical solutions in exchange for a full release of all claims related to the corrosion (including a release from the client’s
right under the original contract to reject the plants under our availability guaranty) and the client’s agreement to share the
cost of the ameliorative work related to the boiler tube corrosion. Accordingly, the client has withdrawn its notice of
arbitration that was originally filed in May 2008.
Our right to pursue a claim against our subcontractor for the emissions control equipment corrosion has been
preserved under the settlement. Due to the potential magnitude of the amounts involved, however, there can be no
assurance that we will collect amounts for which our subcontractor may be determined to be liable in the event we elect to
proceed with such a claim and, therefore, we have not reflected any assumed recovery.
During the fiscal fourth quarter of 2006, we established a contingency of $25,000 in relation to this project. Primarily as
a result of the discovery during the fiscal second quarter of 2007 of the more extensive back-end corrosion, the contingency
was increased by $30,000 during the fiscal second quarter of 2007. A further charge in the amount of $6,700 has been taken
in the fourth quarter of 2008 as a result of the settlement described above.
Camden County Waste-to-Energy Project

One of our project subsidiaries, Camden County Energy Recovery Associates, LP (“CCERA”) owns and operates a
waste-to-energy facility in Camden County, New Jersey (the “Project”). The Pollution Control Finance Authority of Camden
County (“PCFA”) issued bonds to finance the construction of the Project and to acquire a landfill for Camden County’s
use. Pursuant to a loan agreement between the PCFA and CCERA, proceeds from the bonds were loaned by the PCFA to
CCERA and used by CCERA to finance the construction of the facility. Accordingly, the proceeds of this loan were
recorded as debt on CCERA’s balance sheet and, therefore, are included in our consolidated balance sheet. CCERA’s
obligation to service the debt incurred pursuant to the loan agreement is limited to depositing all tipping fees and electric
revenues received with the trustee of the PCFA bonds. The trustee is required to pay CCERA its service fees prior to
servicing the PCFA bonds. CCERA has no other debt repayment obligations under the loan agreement with the PCFA.
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In 1997, the United States Supreme Court effectively invalidated New Jersey’s long-standing municipal solid waste
flow rules and regulations, eliminating the guaranteed supply of municipal solid waste to the Project with its corresponding
tipping fee revenue. As a result, tipping fees have been reduced to market rate in order to provide a steady supply of fuel to
the Project. Since the ruling, those market-based revenues have not been, and are not expected to be, sufficient to service
the debt on outstanding bonds issued by the PCFA to finance the construction of the Project.
In 1998, CCERA filed suit against the PCFA and other parties seeking, among other things, to void the applicable
contracts and agreements governing the Project (Camden County Energy Recovery Assoc. v. N.J. Department of
Environmental Protection, et al., Superior Court of New Jersey, Mercer County, L-268-98). Since 1999, the State of New
Jersey has provided subsidies sufficient to ensure the payment of each of the PCFA’s debt service payments as they
became due. The bonds outstanding in connection with the Project were issued by the PCFA, not by us or CCERA, and the
bonds are not guaranteed by either us or CCERA. In the litigation, the defendants have asserted, among other things, that
an equitable portion of the outstanding debt on the Project should be allocated to CCERA even though CCERA did not
guarantee the bonds.
At this time, we cannot determine the ultimate outcome of the foregoing and the potential effects on CCERA and the
Project. If the State of New Jersey were to fail to subsidize the debt service, and there were to be a default on a debt service
payment, the bondholders might proceed to attempt to exercise their remedies, by among other things, seizing the collateral
securing the bonds. We do not believe this collateral includes CCERA’s plant.
Environmental Matters
CERCLA and Other Remedial Matters
Under U.S. federal statutes, such as the Resource Conservation and Recovery Act, Comprehensive Environmental
Response, Compensation, and Liability Act of 1980 (“CERCLA”), the Clean Water Act and the Clean Air Act, and similar
state laws, the current owner or operator of real property and the past owners or operators of real property (if disposal of
toxic or hazardous substances took place during such past ownership or operation) may be jointly and severally liable for
the costs of removal or remediation of toxic or hazardous substances on or under their property, regardless of whether such
materials were released in violation of law or whether the owner or operator knew of, or was responsible for, the presence of
such substances. Moreover, under CERCLA and similar state laws, persons who arrange for the disposal or treatment of
hazardous or toxic substances may also be jointly and severally liable for the costs of the removal or remediation of such
substances at a disposal or treatment site, whether or not such site was owned or operated by such person, which we refer
to as an off-site facility. Liability at such off-site facilities is typically allocated among all of the financially viable responsible
parties based on such factors as the relative amount of waste contributed to a site, toxicity of such waste, relationship of
the waste contributed by a party to the remedy chosen for the site and other factors.
We currently own and operate industrial facilities and we have also transferred our interests in industrial facilities that
we formerly owned or operated. It is likely that as a result of our current or former operations, hazardous substances have
affected the facilities or the real property on which they are or were situated. We also have received and may continue to
receive claims pursuant to indemnity obligations from the present owners of facilities we have transferred, which claims may
require us to incur costs for investigation and/or remediation.
We are currently engaged in the investigation and/or remediation under the supervision of the applicable regulatory
authorities at four of our or our subsidiaries’ former facilities. In addition, we sometimes engage in
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investigation and/or remediation without the supervision of a regulatory authority. Although we do not expect the
environmental conditions at our present or former facilities to cause us to incur material costs in excess of those for which
reserves have been established, it is possible that various events could cause us to incur costs materially in excess of our
present reserves in order to fully resolve any issues surrounding those conditions. Further, no assurance can be provided
that we will not discover additional environmental conditions at our currently or formerly owned or operated properties, or
that additional claims will not be made with respect to formerly owned properties, requiring us to incur material expenditures
to investigate and/or remediate such conditions.
We have been notified that we are a potentially responsible party (“PRP”) under CERCLA or similar state laws at three
off-site facilities. At each of these sites, our liability should be substantially less than the total site remediation costs
because the percentage of waste attributable to us compared to that attributable to all other PRPs is low. We do not believe
that our share of cleanup obligations at any of the off-site facilities as to which we have received a notice of potential
liability will exceed $500 in the aggregate. We have also received and responded to a request for information from the United
States Environmental Protection Agency (“USEPA”) regarding a fourth off-site facility. We do not know what, if any,
further actions USEPA may take regarding this fourth off-site facility.
Mountain Top
In February 1988, one of our subsidiaries, Foster Wheeler Energy Corporation (“FWEC”), entered into a Consent
Agreement and Order with the USEPA and the Pennsylvania Department of Environmental Protection (“PADEP”) regarding
its former manufacturing facility in Mountain Top, Pennsylvania. The order essentially required FWEC to investigate and
remediate as necessary contaminants, including trichloroethylene (“TCE”), in the soil and groundwater at the facility.
Pursuant to the order, in 1993 FWEC installed a “pump and treat” system to remove TCE from the groundwater. It is not
possible at the present time to predict how long FWEC will be required to operate and maintain this system.
In the fall of 2004, FWEC sampled the private domestic water supply wells of certain residences in Mountain Top and
identified approximately 30 residences whose water supply contained TCE at levels in excess of Safe Drinking Water Act
standards. The subject residences are located approximately one mile to the southwest of where the TCE previously was
discovered in the soils at the former FWEC facility.
Since that time, FWEC, USEPA, and PADEP have cooperated in an investigation to, among other things, attempt to
identify the source(s) of the TCE in the residential wells. Although FWEC believed the evidence available was not sufficient
to support a determination that FWEC was responsible for the TCE in the residential wells, FWEC in October 2004 began
providing the potentially affected residences with bottled water. It thereafter arranged for the installation, maintenance, and
testing of filters to remove the TCE from the water being drawn from the wells. In August 2005, FWEC entered into a
settlement agreement with USEPA whereby FWEC agreed to arrange and pay for the hookup of public water to the affected
residences, which involved the extension of a water main and the installation of laterals from the main to the affected
residences. The foregoing hookups have been completed, but there may be a limited number of additional hookups in the
future. As residences were hooked up, FWEC ceased providing bottled water and filters to them. FWEC is incurring costs
related to public outreach and communications in the affected area. FWEC may be required to pay the agencies’ costs in
overseeing and responding to the situation. FWEC is likely to incur further costs in connection with a Remedial
Investigation / Feasibility Study, as well as costs for continuing to monitor the groundwater in the area of the affected
residences. FWEC has accrued its best estimate of the cost of the foregoing and it reviews this estimate on a quarterly
basis.
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Other costs to which FWEC could be exposed could include, among other things, FWEC’s counsel and consulting
fees, further agency oversight and/or response costs, costs and/or exposure related to potential litigation, and other costs
related to possible further investigation and/or remediation. At present, it is not possible to determine whether FWEC will
be determined to be liable for some or all of the items described in this paragraph, nor is it possible to reliably estimate the
potential liability associated with the items.
If one or more third-parties are determined to be a source of the TCE, FWEC will evaluate its options regarding the
potential recovery of the costs FWEC has incurred, which options could include seeking to recover those costs from those
determined to be a source.
In September 2008, FWEC was notified of a potential new claim for personal injuries allegedly related to exposure to
TCE in the affected area. During the first quarter of fiscal year 2009, FWEC resolved the claim for an amount that did not
have a material impact on our financial position, results of operations or cash flows.
Other Environmental Matters

Our operations, especially our manufacturing and power plants, are subject to comprehensive laws adopted for the
protection of the environment and to regulate land use. The laws of primary relevance to our operations regulate the
discharge of emissions into the water and air, but can also include hazardous materials handling and disposal, waste
disposal and other types of environmental regulation. These laws and regulations in many cases require a lengthy and
complex process of obtaining licenses, permits and approvals from the applicable regulatory agencies. Noncompliance with
these laws can result in the imposition of material civil or criminal fines or penalties. We believe that we are in substantial
compliance with existing environmental laws. However, no assurance can be provided that we will not become the subject
of enforcement proceedings that could cause us to incur material expenditures. Further, no assurance can be provided that
we will not need to incur material expenditures beyond our existing reserves to make capital improvements or operational
changes necessary to allow us to comply with future environmental laws.
With regard to the foregoing, the waste-to-energy facility operated by our CCERA project subsidiary is subject to
certain revisions to New Jersey’s mercury air emission regulations. The revisions make CCERA’s mercury control
requirements more stringent, especially when the last phase of the revisions becomes effective in 2012. CCERA’s
management believes that the data generated during recent stack testing tends to indicate that the facility will be able to
comply with even the most stringent of the regulatory revisions without installing additional control equipment. Even if the
equipment had to be installed, CCERA believes that the project’s sponsor would be responsible to pay for the equipment.
However, the sponsor may not have sufficient funds to do so or may assert that it is not so responsible. Estimates of the
cost of installing the additional control equipment are approximately $30,000 based on our last assessment.
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20. Quarterly Financial Data (Unaudited)

De ce m be r 26, S e pte m be r 26, Ju n e 27, March 28,
2008 2008 2008 2008
Operating revenues $ 1,639,189 $ 1,718,355 $ 1,701,022 $ 1,795,724
Contract profit 203,199 229,260 246,216 216,971
Net income 99,882(1) 127,920 160,755 138,063
Earnings per common share:
Basic $ 0.75 $ 0.89 $ 1.12 $ 0.96
Diluted $ 0.75 $ 0.88 $ 1.11 $ 0.95
Shares outstanding:
Weighted-average number of common shares
outstanding for basic earnings per common
share 132,654,157 144,030,570 143,994,084 143,917,790
Effect of dilutive securities 558,673 1,169,026 1,427,266 1,380,724
outstanding for diluted earnings per
common share 133,212,830 145,199,596 145,421,350 145,298,514
De ce m be r 28, S e pte m be r 28, Ju n e 29, March 30,
2007 2007 2007 2007
Operating revenues $ 1,465,483 $ 1,299,872 $ 1,189,766 $ 1,152,122
Contract profit 170,003 197,960 168,846 207,512
Net income 78,098(2) 129,101 71,850 114,825
Earnings per common share:
Basic $ 0.54 $ 0.91 $ 0.51 $ 0.82
Diluted $ 0.54 $ 0.89 $ 0.50 $ 0.80
Shares outstanding:
outstanding for basic earnings per common
share 143,540,329 142,517,528 141,078,576 139,507,752
Effect of dilutive securities 1,615,072 2,574,936 3,543,466 4,023,304
outstanding for diluted earnings per
common share 145,155,401 145,092,464 144,622,042 143,531,056
(1) Net income for the fiscal quarter ended December 26, 2008 included: increased/(decreased) contract profit of $(1,750)
from the regular re-evaluation of final estimated contract profits*: $6,540 in our Global E&C Group and $(8,290) in our
Global Power Group; a charge of $9,000 in our Global Power Group primarily for severance-related postemployment
benefits in accordance with SFAS No. 112; a net charge of $37,345 in our C&F Group on the revaluation of our asbestos
liability and related asset resulting primarily from increased asbestos defense costs projected through year-end 2023;
and a benefit of $24,100 related to the net impact of deferred tax valuation allowance adjustments at two of our non-U.S.
subsidiaries.
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20. Quarterly Financial Data (Unaudited) — (Continued)
(2) Net income for the quarter ended December 28, 2007 included: increased/(decreased) contract profit of $(3,310) from the
regular re-evaluation of final estimated contract profits*: $3,750 in our Global E&C Group and $(7,060) in our Global
Power Group; a charge of $7,374 in our C&F Group reflecting the revaluation of our asbestos liability and related asset
and a net gain of $4,886 in our C&F Group on the settlement of coverage litigation with certain asbestos insurance
carriers.
* Please refer to “Revenue Recognition on Long-Term Contracts” in Note 1 for further information regarding changes in
our final estimated contract profits.
21. Redomestication
Foster Wheeler AG was incorporated under the laws of Switzerland on November 18, 2008 and registered in the
commercial register of the Canton of Zug, Switzerland on November 25, 2008 as a wholly-owned subsidiary of Foster
Wheeler Ltd. Subsequent to the fiscal year ended December 26, 2008, at a special court-ordered meeting of common
shareholders held on January 27, 2009, the common shareholders of Foster Wheeler Ltd. approved a scheme of arrangement
under Bermuda law. On February 9, 2009, after receipt of the approval of the scheme of arrangement by the Supreme Court
of Bermuda and the satisfaction of certain other conditions, the transactions contemplated by the scheme of arrangement
were effected. Pursuant to the scheme of arrangement, among other things, each holder of whole common shares of Foster
Wheeler Ltd., par value $0.01 per share, outstanding immediately before the transaction was effected received registered
shares of Foster Wheeler AG, par value CHF 3.00 per share (approximately $2.58 based on the exchange rate as of
February 9, 2009, the date when the Redomestication (as defined below) had been completed), on a one-for-one basis in
respect of such outstanding Foster Wheeler Ltd. common shares (or, in the case of fractional shares of Foster Wheeler Ltd.,
cash for such fractional shares in lieu of registered shares of Foster Wheeler AG) and additional paid-in capital decreased
by the same amount.
The scheme of arrangement effectively changed our place of incorporation from Bermuda to the Canton of Zug,
Switzerland. The scheme of arrangement was approved by the common shareholders of Foster Wheeler Ltd. on January 27,
2009 and was sanctioned by the Supreme Court of Bermuda on January 30, 2009. On February 9, 2009, the following steps
occurred pursuant to the scheme of arrangement:
(1) all fractional common shares of Foster Wheeler Ltd. were cancelled and Foster Wheeler Ltd. paid to each
holder of fractional shares that were cancelled an amount based on the average of the high and low trading prices of
Foster Wheeler Ltd. common shares on the NASDAQ Global Select Market on February 5, 2009, the business day
immediately preceding the effectiveness of the scheme of arrangement;
(2) all previously outstanding whole common shares of Foster Wheeler Ltd. were cancelled;
(3) Foster Wheeler Ltd., acting on behalf of its shareholders, issued 1,000 common shares (which constituted all of
Foster Wheeler Ltd.’s common shares at such time) to Foster Wheeler AG;
(4) Foster Wheeler AG increased its share capital and filed amended articles of association reflecting the share
capital increase with the Swiss Commercial Register; and
(5) Foster Wheeler AG issued registered shares to the holders of whole Foster Wheeler Ltd. common shares that
were cancelled.
As a result of the scheme of arrangement, the common shareholders of Foster Wheeler Ltd. became common
shareholders of Foster Wheeler AG and Foster Wheeler Ltd. became a wholly-owned subsidiary of Foster Wheeler AG, a
holding company that owns the stock of its various subsidiary companies.
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21. Redomestication — (Continued)
In connection with consummation of the scheme of arrangement:

• concurrently with the issuance of registered shares to the holders of whole Foster Wheeler Ltd. common shares,
Foster Wheeler AG issued to the holders of the preferred shares the number of registered shares of Foster Wheeler
AG that such holders would have been entitled to receive had they converted their preferred shares into common
shares of Foster Wheeler Ltd. immediately prior to the effectiveness of the scheme of arrangement (with Foster
Wheeler Ltd. paying cash in lieu of any fractional common shares otherwise issuable);
• Foster Wheeler AG executed a supplemental warrant agreement pursuant to which it assumed Foster Wheeler Ltd.’s
obligations under the warrant agreement and agreed to issue registered shares of Foster Wheeler AG upon exercise
of such warrants in accordance with their terms; and
• Foster Wheeler AG assumed Foster Wheeler Ltd.’s existing obligations in connection with awards granted under
Foster Wheeler Ltd.’s incentive plans and other similar employee awards.
We refer to the foregoing transactions together with the steps of the scheme of arrangement as the “Redomestication.”
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21. Redomestication — (Continued)
The following unaudited pro forma financial information presents consolidated shareholders’ equity as of
December 26, 2008, actual (Foster Wheeler Ltd.) and as adjusted (Foster Wheeler AG), as if the Redomestication had been
completed on December 26, 2008. The pro forma adjustments reflect the completion of the Redomestication, including the
increase in par value, the corresponding decrease in additional paid-in capital and the $28 payment of cash for fractional
shares using a foreign exchange rate of CHF 1.1618 to $1.00 (the exchange rate in effect on February 9, 2009).
At De ce m be r 26, 2008
C an ce llation of
C om m on S h are s/ Re tire m e n t of
Issu an ce of Fractional S h are s As Adjuste d
Actu al Re giste re d S h are s Acqu ire d (Unau dite d)
Shareholders’ Equity:
Preferred shares:
$0.01 par value; 901,135 and 0 authorized, actual
and as adjusted; and 1,079 and 0 issued and
outstanding, actual and as adjusted $ — $ — $ — $ —
Common shares:
$0.01 par value; 296,007,818 and 0 authorized,
actual and as adjusted; and 126,177,611 and 0
issued and outstanding, actual and as
adjusted 1,262 (1,262) — —
Registered shares:
CHF 3.00 par value; 0 and 189,474,816
authorized, actual and as adjusted; 0 and
63,158,272 conditionally authorized, actual
and as adjusted; and 0 and 126,316,544 issued
and outstanding, actual and as adjusted — 326,175 — 326,175
Paid-in capital 914,063 (324,913) (28) 589,122
Accumulated deficit (27,975) — — (27,975)
Accumulated other comprehensive loss (494,788) — — (494,788)
TOTAL SHAREHOLDERS’ EQUITY $ 392,562 $ 392,534
The fiscal year of Foster Wheeler Ltd. is the 52- or 53-week annual accounting period ending the last Friday in
December for our U.S. operations and December 31 for non-U.S. operations. The fiscal year of Foster Wheeler AG ends on
December 31 of each calendar year. As a result of the Redomestication, our fiscal year for purposes of financial statement
reporting and our filing obligations with the Securities and Exchange Commission changed to that of Foster Wheeler AG.
Foster Wheeler AG’s fiscal quarters end on the last day of March, June and September.
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Foster Wheeler Ltd.

Schedule II: Valuation and Qualifying Accounts
(amounts in thousands)
Fiscal Ye ar En de d De ce m be r 26, 2008

Addition s Addition s
Balan ce at C h arge d to C h arge d to Balan ce at the
Be ginn ing of C osts an d O the r En d of the
Ye ar Expe n se s Accou n ts De du ction s Ye ar
Description
Allowance for doubtful accounts $ 12,398 $ 6,821 $ — $ (5,375) $ 13,844
Deferred tax valuation allowance $ 294,286 $ 6,577 $ 52,386 $ (34,527) $ 318,722

Description

Description
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL

DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to ensure that information required to be disclosed by us in
the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded,
processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to ensure that the information required to be
disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our
management, including our principal executive and principal financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and
procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives and we necessarily are required to apply our judgment in
evaluating the cost-benefit relationship of possible controls and procedures.
As of the end of the period covered by this report, our chief executive officer and our chief financial officer carried out
an evaluation, with the participation of our Disclosure Committee and management, of the effectiveness of the design and
operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act)
pursuant to Exchange Act Rule 13a-15. Based on this evaluation, our chief executive officer and our chief financial officer
concluded, at the reasonable assurance level, that our disclosure controls and procedures were effective as of the end of
the period covered by this report.
Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as
such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management,
including the chief executive officer and the chief financial officer, we conducted an evaluation of the effectiveness of our
internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in
Internal Control — Integrated Framework, our management concluded that our internal control over financial reporting
was effective as of December 26, 2008.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all
control issues within a company are detected. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited the consolidated
financial statements included in this annual report on Form 10-K, has also audited the effectiveness of our internal control
over financial reporting as of December 26, 2008, as stated in their report, which appears within Item 8.
Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting in the quarter ended December 26, 2008
that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION

None.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Item 10 incorporates information by reference to our definitive proxy statement for the Annual General Meeting of
Shareholders, which is expected to be filed with the Securities and Exchange Commission within 120 days of the close of the
fiscal year ended December 26, 2008.
Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics, which applies to all of our directors, officers and employees
including the chief executive officer, chief financial officer, controller and all other senior finance organization employees.
The Code of Business Conduct and Ethics is publicly available on our website at www.fwc.com/corpgov. Any waiver of this
Code of Business Conduct and Ethics for executive officers or directors may be made only by the Board of Directors or a
committee of the Board of Directors and will be promptly disclosed to shareholders. If we make any substantive
amendments to this Code of Business Conduct and Ethics or grant any waiver, including an implicit waiver, from a provision
of the Code of Business Conduct and Ethics to the chief executive officer, chief financial officer, controller or any person
performing similar functions, we will disclose the nature of such amendment or waiver on our website at
www.fwc.com/corpgov and/or in a current report on Form 8-K, as required by law and the rules of any exchange on which
our securities are publicly traded.
A copy of our Code of Business Conduct and Ethics can be obtained upon request, without charge, by writing to the
Office of the Secretary, Foster Wheeler AG, Perryville Corporate Park, Clinton, New Jersey 08809-4000.
ITEM 11. EXECUTIVE COMPENSATION

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
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Equity Compensation Plan Information

The following table sets forth, as of December 26, 2008, the number of securities outstanding under each of our stock
option plans, the weighted-average exercise price of such options and the number of options available for grant under such
plans. The following table also sets forth, as of December 26, 2008, the number of restricted share units and restricted stock
granted pursuant to our Omnibus Incentive Plan.
W e ighte d-Ave rage Nu m be r of S e cu ritie s Re m aining
Nu m be r of S e cu ritie s to Exe rcise Price of Available for Fu ture Issu an ce
be Issu e d Upon Exe rcise O u tstan ding Un de r Equ ity C om pe n sation Plans
of O u tstan ding O ptions, O ptions, W arran ts (e xcluding se cu ritie s re fle cte d
W arran ts and Righ ts an d Righ ts ($) in colum n (a))
Plan C ate gory (a) (b) (c)
Equity Compensation Plans
Approved by Security Holders:
Omnibus Incentive Plan 3,794,485 $ 20.65 5,582,611
1995 Stock Option Plan 152,460 $ 94.23 —
Directors’ Stock Option Plan 10,800 $ 93.94 —
Directors’ Deferred Compensation
Program — $ — —
Equity Compensation Plans
Not Approved by Security Holders:
Raymond J. Milchovich(1) 130,000 $ 49.85 —
M.J. Rosenthal & Associates,
Inc.(2) 25,000 $ 18.80 —
2004 Stock Option Plan(3) 4,196 $ 14.84 —
Total 4,116,941 $ 24.47 5,582,611
(1) Under the terms of his employment agreement, dated October 22, 2001, Mr. Milchovich received an option to purchase
130,000 Foster Wheeler Ltd. common shares on October 22, 2001. This option was granted at an exercise price of $49.85
and vested 20% each year over the five-year term of the agreement. The option exercise price is equal to the median of
the high and low price of Foster Wheeler Ltd. common shares on the grant date. The option has a term of 10 years from
the date of grant.
(2) Under the terms of the consulting agreement with M.J. Rosenthal & Associates, Inc. on May 7, 2002, we granted a
nonqualified stock option to purchase 25,000 of Foster Wheeler Ltd. common shares at a price of $18.80 with a term of
10 years from the date of grant. The exercise price is equal to the mean of the high and low price of Foster Wheeler Ltd.
common shares on the date of grant. The option is exercisable on or after March 31, 2003. The option, to the extent not
then exercised, shall terminate upon any breach of certain covenants contained in the consulting agreement.
(3) On November 8, 2005, our non-employee directors were issued options under the 2004 Stock Option Plan to purchase
14,686 Foster Wheeler Ltd. common shares at an exercise price of Foster Wheeler Ltd. $14.838 per common share. Such
options expire on September 30, 2010. The non-employee director options vested in one-twelfth increments until fully
vested on September 30, 2006. As of December 26, 2008, options to purchase 4,196 Foster Wheeler Ltd. common shares
at an exercise price of $14.838 per common share remained outstanding.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Shareholders, which is expected to be filed with the Securities and Exchange Commission within 120 days of the close of our
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as part of this Report:
(1) Financial Statements
Financial Statements — See Item 8 of this Report.
(2) Financial Statement Schedules
Schedule II: Valuation and Qualifying Accounts — See Item 8 of this Report.
All schedules and financial statements other than those indicated above have been omitted because of the absence of
conditions requiring them or because the required information is shown in the financial statements or the notes thereto.
(3) Exhibits
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No. Exh ibits
3.1 Articles of Association of Foster Wheeler AG. (Filed as Exhibit 3.1 to Foster Wheeler AG’s Form 8-K, dated
February 6, 2009 and filed on February 9, 2009, and incorporated herein by reference.)
3.2 Organizational Regulations of Foster Wheeler AG. (Filed as Exhibit 3.2 to Foster Wheeler AG’s Form 8-K, dated
February 6, 2009 and filed on February 9, 2009, and incorporated herein by reference.)
4.0 Foster Wheeler AG hereby agrees to furnish copies of instruments defining the rights of holders of long-term
debt of Foster Wheeler AG and its consolidated subsidiaries to the Commission upon request.
10.1 Registration Rights Agreement, dated as of September 24, 2004, by and among Foster Wheeler Ltd., Foster
Wheeler LLC, the guarantors listed therein and each of the purchasers signatory thereto. (Filed as Exhibit 4.5 to
Foster Wheeler Ltd.’s registration statement on Form S-4 (File No. 119841), filed on October 20, 2004, and
incorporated herein by reference.)
10.2 Waiver of the Registration Rights Agreement, dated as of February 2, 2006, by and among Foster Wheeler Ltd.,
Foster Wheeler LLC, on behalf of themselves and the subsidiary guarantors and Citigroup Global Capital
Markets Inc. (Filed as Exhibit 10.13 to Foster Wheeler Ltd.’s Form 10-K for the fiscal year ended December 30,
2005, and incorporated herein by reference.)
10.3 Waiver of the Registration Rights Agreement, dated as of February 2, 2006, by and among Foster Wheeler Ltd.,
Foster Wheeler LLC, on behalf of themselves and the subsidiary guarantors and Merrill Lynch Global
Allocation Fund, Inc., Merrill Lynch International Investment Fund-MLIIF Global Allocation Fund, Merrill
Lynch Variable Series Fund, Inc.-Merrill Lynch Global Allocation V.I. Fund, and Merrill Lynch Series Funds,
Inc.-Global Allocation Strategy Portfolio. (Filed as Exhibit 10.14 to Foster Wheeler Ltd.’s Form 10-K for the
fiscal year ended December 30, 2005, and incorporated herein by reference.)
10.4 Credit Agreement, dated September 13, 2006, among Foster Wheeler LLC, Foster Wheeler USA Corporation,
Foster Wheeler North America Corp., Foster Wheeler Energy Corporation, Foster Wheeler International
Corporation, and Foster Wheeler Inc., as Borrowers, the guarantors party thereto, the lenders party thereto,
BNP Paribas as Administrative Agent, BNP Paribas Securities Corp. as Sole Bookrunner and Sole Lead
Arranger, and Calyon New York Branch as Syndication Agent. (Filed as Exhibit 99.1 to Foster Wheeler Ltd.’s
Form 8-K, dated September 13, 2006 and filed on September 14, 2006, and incorporated herein by reference.)
10.5 Amendment No. 1, dated May 4, 2007, to the Credit Agreement, dated September 13, 2006, between Foster
Wheeler LLC, Foster Wheeler USA Corporation, Foster Wheeler North America Corp., Foster Wheeler Energy
Corporation, Foster Wheeler International Corporation, Foster Wheeler Inc., Foster Wheeler Ltd., Foster
Wheeler Holdings Ltd., the subsidiary guarantors party thereto, the lenders party thereto, and BNP Paribas.
(Filed as Exhibit 10.4 to Foster Wheeler Ltd.’s Form 10-Q for the quarter ended March 30, 2007, and
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No. Exh ibits
10.6 Amendment No. 2, dated September 29, 2008, to the Credit Agreement, dated September 13, 2006, between
Foster Wheeler LLC, Foster Wheeler Inc., Foster Wheeler USA Corporation, Foster Wheeler North America
Corp., Foster Wheeler Energy Corporation and Foster Wheeler International Corporation, as borrowers, Foster
Wheeler Ltd., Foster Wheeler Holdings Ltd., the subsidiary guarantors party thereto, the lenders party thereto,
and BNP Paribas. (Filed as Exhibit 10.1 to Foster Wheeler Ltd.’s Form 8-K, dated September 29, 2008 and filed on
October 14, 2008, and incorporated herein by reference.)
10.7 Amendment No. 3, dated December 18, 2008, to the Credit Agreement, dated September 13, 2006, between
Foster Wheeler LLC, Foster Wheeler Inc., Foster Wheeler USA Corporation, Foster Wheeler North America
Corp., Foster Wheeler Energy Corporation and Foster Wheeler International Corporation, as borrowers, Foster
Wheeler Ltd., Foster Wheeler AG, Foster Wheeler Holdings Ltd., the subsidiary guarantors party thereto, the
lenders party thereto, and BNP Paribas. (Filed as Exhibit 10.1 to Foster Wheeler Ltd.’s Form 8-K, dated
December 18, 2008 and filed on December 22, 2008, and incorporated herein by reference.)
10.8 Guarantee Facility, dated November 21, 2008, among Foster Wheeler Limited, Foster Wheeler Energy Limited,
Foster Wheeler World Services Limited, Foster Wheeler (G.B.) Limited and The Bank of Scotland regarding,
among other things, a £90,000,000 guarantee facility and a £150,000,000 forward foreign exchange facility.
10.9 Corporate Guarantee, dated July 25, 2005, among Foster Wheeler Limited, Foster Wheeler Energy Limited,
Foster Wheeler World Services Limited, Foster Wheeler (G.B.) Limited and The Bank of Scotland. (Filed as
Exhibit 99.2 to Foster Wheeler Ltd.’s Form 10-Q for the quarter ended September 30, 2005, and incorporated
herein by reference.)
10.10 Form of Debenture, dated July 25, 2005, issued in favor of The Bank of Scotland as Security Trustee. (Filed as
10.11 Lease Agreement, dated as of August 16, 2002, by and among Energy (NJ) QRS 15-10, Inc. and Foster Wheeler
Realty Services, Inc. (Filed as Exhibit 10.15 to Foster Wheeler Ltd.’s Form 10-Q for the quarter ended June 28,
10.12 Amendment to the Lease Agreement, dated as of January 6, 2003, between Energy (NJ) QRS 15-10, Inc. and
Foster Wheeler Realty Services, Inc. (Filed as Exhibit 10.30 to Foster Wheeler Ltd.’s Form 10-K for the fiscal
year ended December 27, 2002, and incorporated herein by reference.)
10.13 Amendment No. 2, dated as of April 21, 2003, to the Lease Agreement between Energy (NJ) QRS 15-10, Inc. and
Foster Wheeler Realty Services, Inc. (Filed as Exhibit 10.7 to Foster Wheeler Ltd.’s Form 10-Q for the quarter
ended March 28, 2003, and incorporated herein by reference.)
10.14 Amendment No. 3, dated as of July 14, 2003, to the Lease Agreement dated August 16, 2002, between Energy
(NJ) QRS 15-10, Inc. and Foster Wheeler Realty Services, Inc. (Filed as Exhibit 10.6 to Foster Wheeler Ltd.’s
Form 10-Q for the quarter ended June 27, 2003, and incorporated herein by reference.)
10.15 Guaranty and Suretyship Agreement, dated as of August 16, 2002, made by Foster Wheeler LLC, Foster
Wheeler Ltd., Foster Wheeler Inc., Foster Wheeler International Holdings, Inc. and Energy (NJ) QRS 15-10, Inc.
(Filed as Exhibit 10.14 to Foster Wheeler Ltd.’s Form 10-Q for the quarter ended June 28, 2002 and incorporated
10.16 Deed between Foster Wheeler LLC and Foster Wheeler Realty Services, Inc. and CIT Group Inc. (NJ), dated as
of March 31, 2003. (Filed as Exhibit 10.3 to Foster Wheeler Ltd.’s Form 10-Q for the quarter ended March 28,
2003 and incorporated herein by reference.)
10.17 Preliminary Agreement for the Sale of Quotas, dated January 31, 2006, between Foster Wheeler Italiana S.p.A.,
Fineldo S.p.A. and MPE S.p.A. (Filed as Exhibit 10.29 to Foster Wheeler Ltd.’s Form 10-K for the fiscal year
ended December 30, 2005, and incorporated herein by reference.)
10.18 Warrant Agreement between Foster Wheeler Ltd. and Mellon Investor Services LLC, including forms of warrant
certificates. (Filed as Exhibit 4.10 to Foster Wheeler Ltd.’s registration statement on Form S-3 (File No. 333-
120076), filed on October 29, 2004 and incorporated herein by reference.)
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No. Exh ibits
10.19 Supplemental Warrant Agreement, dated as of February 9, 2009, by and among Foster Wheeler AG, Foster
Wheeler Ltd. and Mellon Investor Services LLC, as Warrant Agent. (Filed as Exhibit 4.1 to Foster Wheeler
AG’s Form 8-K, dated February 6, 2009 and filed on February 9, 2009, and incorporated herein by reference.)
10.20 Master Guarantee Agreement, dated as of May 25, 2001, by and among Foster Wheeler LLC, Foster Wheeler
International Holdings, Inc. and Foster Wheeler Ltd. (Filed as Exhibit 10.9 to Foster Wheeler Ltd.’s Form 10-Q
for the quarter ended June 29, 2001, and incorporated herein by reference.)
10.21* Foster Wheeler Inc. Directors Deferred Compensation and Stock Award Plan, amended and restated effective
as of May 25, 2001. (Filed as Exhibit 10.5 to Foster Wheeler AG’s Form 8-K, dated February 6, 2009 and filed on
February 9, 2009, and incorporated herein by reference.)
10.22* Amendment to the Foster Wheeler Inc. Directors Deferred Compensation and Stock Award Plan. (Filed as
Exhibit 10.6 to Foster Wheeler AG’s Form 8-K, dated February 6, 2009 and filed on February 9, 2009, and
10.23* Foster Wheeler Inc. Directors’ Stock Option Plan. (Filed as Exhibit 99.1 to Foster Wheeler Ltd.’s post effective
amendment to Form S-8 (Registration No. 333-25945-99), filed on June 27, 2001, and incorporated herein by
reference.)
10.24* Amendment to Foster Wheeler Inc. Directors’ Stock Option Plan. (Filed as Exhibit 10.1 to Foster Wheeler AG’s
Form 8-K, dated February 6, 2009 and filed on February 9, 2009, and incorporated herein by reference.)
10.25* 1995 Stock Option Plan of Foster Wheeler Inc., as amended and restated as of September 24, 2002. (Filed as
10.26* First Amendment to the 1995 Stock Option Plan of Foster Wheeler Inc., as amended and restated as of
September 24, 2002.
10.27* Second Amendment to the 1995 Stock Option Plan of Foster Wheeler Inc., as amended and restated as of
September 24, 2002. (Filed as Exhibit 10.2 to Foster Wheeler AG’s Form 8-K, dated February 6, 2009 and filed on
February 9, 2009, and incorporated herein by reference.)
10.28* Foster Wheeler Annual Executive Short-term Incentive Plan, as amended and restated effective January 1, 2006.
(Filed as Exhibit 10.20 to Foster Wheeler Ltd.’s Form 10-K for the fiscal year ended December 29, 2006, and
10.29* First Amendment to the Foster Wheeler Annual Executive Short-term Incentive Plan.
10.30* Second Amendment to the Annual Executive Short-term Incentive Plan of Foster Wheeler AG. (Filed as Exhibit
10.7 to Foster Wheeler AG’s Form 8-K, dated February 6, 2009 and filed on February 9, 2009, and incorporated
10.31* Foster Wheeler Ltd. 2004 Stock Option Plan. (Filed as Exhibit 10.2 to Foster Wheeler Ltd.’s Form 8-K, dated
September 29, 2004 and filed on October 1, 2004, and incorporated herein by reference.)
10.32* First Amendment to the Foster Wheeler Ltd. 2004 Stock Option Plan. (Filed as Exhibit 99.1 to Foster Wheeler
Ltd.’s Form 8-K, dated May 13, 2005 and filed on May 16, 2005, and incorporated herein by reference.)
10.33* Second Amendment to the Foster Wheeler Ltd. 2004 Stock Option Plan. (Filed as Exhibit 10.3 to Foster Wheeler
AG’s Form 8-K, dated February 6, 2009 and filed on February 9, 2009, and incorporated herein by reference.)
10.34* Form of First Amendment to the Foster Wheeler Ltd. 2004 Stock Option Plan with respect to non-employee
directors. (Filed as Exhibit 99.2 to Foster Wheeler Ltd.’s Form 8-K, dated May 13, 2005 and filed on May 16,
10.35* Form of Amended and Restated Notice of Stock Option Grant with respect to executive officers, officers and
key employees. (Filed as Exhibit 99.3 to Foster Wheeler Ltd.’s Form 8-K, dated May 13, 2005 and filed on May
16, 2005, and incorporated herein by reference.)
10.36* Foster Wheeler Ltd. Omnibus Incentive Plan. (Filed as Exhibit 10.1 to Foster Wheeler Ltd.’s Form 8-K, dated
May 9, 2006 and filed on May 12, 2006, and incorporated herein by reference.)
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No. Exh ibits
10.37* First Amendment to the Foster Wheeler Ltd. Omnibus Incentive Plan.
10.38* Second Amendment to the Foster Wheeler Ltd. Omnibus Incentive Plan. (Filed as Exhibit 10.4 to Foster
Wheeler AG’s Form 8-K, dated February 6, 2009 and filed on February 9, 2009, and incorporated herein by
reference.)
10.39* Form of Director’s Stock Option Agreement effective June 16, 2006 by and between Foster Wheeler Ltd. and
each of Ralph Alexander, Eugene Atkinson, Diane C. Creel, Robert C. Flexon, Stephanie Hanbury-Brown,
Joseph J. Melone and James D. Woods. (Filed as Exhibit 10.2 to Foster Wheeler Ltd.’s Form 8-K, dated June 14,
2006 and filed on June 16, 2006, and incorporated herein by reference.)
10.40* Form of Employee Nonqualified Stock Option Agreement effective November 15, 2006 with respect to certain
employees and executive officers. (Filed as Exhibit 10.1 to Foster Wheeler Ltd.’s Form 8-K, dated November 15,
2006 and filed on November 17, 2006, and incorporated herein by reference.)
10.41* Form of Employee Nonqualified Stock Option Agreement effective May 6, 2008 with respect to certain
employees and executive officers.
10.42* Form of Employee Restricted Stock Unit Award Agreement effective November 15, 2006 with respect to certain
employees and executive officers. (Filed as Exhibit 10.2 to Foster Wheeler Ltd.’s Form 8-K, dated November 15,
2006 and filed on November 17, 2006, and incorporated herein by reference.)
10.43* Form of Employee Restricted Stock Unit Award Agreement effective May 6, 2008 with respect to certain
employees and executive officers.
10.44* Form of Director Nonqualified Stock Option Agreement effective November 15, 2006 with respect to non-
employee directors. (Filed as Exhibit 10.3 to Foster Wheeler Ltd.’s Form 8-K, dated November 15, 2006 and filed
on November 17, 2006, and incorporated herein by reference.)
10.45* Form of Director Nonqualified Stock Option Agreement effective May 6, 2008 with respect to non-employee
directors.
10.46* Form of Director Restricted Stock Unit Agreement effective November 15, 2006 with respect to non-employee
directors. (Filed as Exhibit 10.4 to Foster Wheeler Ltd.’s Form 8-K, dated November 15, 2006 and filed on
November 17, 2006, and incorporated herein by reference.)
10.47* Form of Director Restricted Stock Unit Agreement effective May 6, 2008 with respect to non-employee
directors.
10.48* Form of Change of Control Agreement, dated as of May 25, 2001, and entered into by Foster Wheeler Ltd. with
executive officers. (Filed as Exhibit 10.5 to Foster Wheeler Ltd.’s Form 10-Q for the quarter ended June 29, 2001,
and incorporated herein by reference.)
10.49* Form of Indemnification Agreement for directors and officers of Foster Wheeler Ltd. and Foster Wheeler Inc.,
dated as of November 3, 2004. (Filed as Exhibit 99.1 to Foster Wheeler Ltd.’s Form 8-K, dated November 3, 2004
and filed on November 8, 2004, and incorporated herein by reference.)
10.50* Form of Indemnification Agreement for directors and officers of Foster Wheeler AG, dated as of February 9,
2009. (Filed as Exhibit 10.10 to Foster Wheeler AG’s Form 8-K, dated February 6, 2009 and filed on February 9,
10.51* Form of Notice and Acknowledgement for executive officers of Foster Wheeler AG, dated as of February 9,
2009. (Filed as Exhibit 10.8 to Foster Wheeler AG’s Form 8-K, dated February 6, 2009 and filed on February 9,
10.52* Form of Notice and Acknowledgement for David Wardlaw, dated as of February 9, 2009. (Filed as Exhibit 10.9 to
Foster Wheeler AG’s Form 8-K, dated February 6, 2009 and filed on February 9, 2009, and incorporated herein
by reference.)
10.53* Employment Agreement between Foster Wheeler Ltd. and Raymond J. Milchovich, dated as of August 11,
2006. (Filed as Exhibit 10.1 to Foster Wheeler Ltd.’s Form 8-K, dated August 7, 2006 and filed on August 11,
10.54* First Amendment to the Employment Agreement, dated January 30, 2007, between Foster Wheeler Ltd. and
Raymond J. Milchovich. (Filed as Exhibit 10.2 to Foster Wheeler Ltd.’s Form 8-K, dated January 30, 2007 and
filed on February 2, 2007, and incorporated herein by reference.)
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No. Exh ibits
10.55* Second Amendment to the Employment Agreement, dated February 27, 2007, between Foster Wheeler Ltd. and
Raymond J. Milchovich. (Filed as Exhibit 10.1 to Foster Wheeler Ltd.’s Form 8-K, dated February 27, 2007 and
filed on March 2, 2007, and incorporated herein by reference.)
10.56* Amended and Restated Employment Agreement, dated as of May 6, 2008, between Foster Wheeler Ltd. and
Raymond J. Milchovich. (Filed as Exhibit 10.2 to Foster Wheeler Ltd.’s Form 8-K, dated May 6, 2008 and filed
on May 12, 2008, and incorporated herein by reference.)
10.57* Amended and Restated Employment Agreement, dated as of November 4, 2008, between Foster Wheeler Ltd.
and Raymond J. Milchovich. (Filed as Exhibit 10.1 to Foster Wheeler Ltd.’s Form 8-K, dated November 4, 2008
and filed on November 5, 2008, and incorporated herein by reference.)
10.58* Stock Option Agreement of Raymond J. Milchovich, dated as of October 22, 2001. (Filed as Exhibit 10.13 to
Foster Wheeler Ltd.’s Form 10-K for the fiscal year ended December 28, 2001, and incorporated herein by
reference.)
10.59* Employee’s Restricted Stock Award Agreement of Raymond J. Milchovich, dated as of August 11, 2006. (Filed
as Exhibit 10.2 to Foster Wheeler Ltd.’s Form 8-K, dated August 7, 2006 and filed on August 11, 2006, and
10.60* Employee Nonqualified Stock Option Agreement of Raymond J. Milchovich, dated as of August 11, 2006. (Filed
as Exhibit 10.3 to Foster Wheeler Ltd.’s Form 8-K, dated August 7, 2006 and filed on August 11, 2006, and
10.61* Employment Agreement between Foster Wheeler Ltd. and Peter J. Ganz, dated as of October 10, 2005. (Filed as
10.62* First Amendment to the Employment Agreement, dated as of October 6, 2006, between Foster Wheeler Ltd. and
Peter J. Ganz. (Filed as Exhibit 99.3 to Foster Wheeler Ltd.’s Form 8-K, dated October 5, 2006 and filed on
October 10, 2006, and incorporated herein by reference.)
10.63* Amended and Restated Employment Agreement, dated as of May 6, 2008, between Foster Wheeler Ltd. and
Peter J. Ganz. (Filed as Exhibit 10.3 to Foster Wheeler Ltd.’s Form 8-K, dated May 6, 2008 and filed on May 12,
10.64* Restricted Stock Award Agreement of Peter J. Ganz, dated as of October 24, 2005. (Filed as Exhibit 10.3 to
Foster Wheeler Ltd.’s Form 10-Q for the quarter ended September 30, 2005, and incorporated herein by
reference.)
10.65* English Translation of Supplemental Employment Agreement, effective as of November 12, 2007, among Foster
Wheeler Continental Europe S.r.L., Foster Wheeler Ltd., and Franco Baseotto. (Filed as Exhibit 10.1 to Foster
Wheeler Ltd.’s Form 8-K, dated November 12, 2007 and filed on November 14, 2007, and incorporated herein by
reference.)
10.66* English Translation of Change of Control Agreement, effective as of November 12, 2007, among Foster Wheeler
Continental Europe S.r.L., Foster Wheeler Ltd., and Franco Baseotto. (Filed as Exhibit 10.2 to Foster Wheeler
Ltd.’s Form 8-K, dated November 12, 2007 and filed on November 14, 2007, and incorporated herein by
reference.)
10.67* Employment Agreement, dated as of May 6, 2008, between Foster Wheeler Ltd. and Franco Baseotto. (Filed as
Exhibit 10.1 to Foster Wheeler Ltd.’s Form 8-K, dated May 6, 2008 and filed on May 12, 2008, and incorporated
10.68* Unofficial English Translation of Fixed Term Employment Agreement, effective as of April 1, 2008, between
Foster Wheeler Continental Europe S.r.L. and Umberto della Sala. (Filed as Exhibit 10.1 to Foster Wheeler Ltd.’s
Form 8-K, dated February 22, 2008 and filed on February 28, 2008, and incorporated herein by reference.)
10.69* Employment Agreement, dated as of March 1, 2008, between Foster Wheeler Ltd. and Umberto della Sala. (Filed
as Exhibit 10.2 to Foster Wheeler Ltd.’s Form 8-K, dated February 22, 2008 and filed on February 28, 2008, and
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No. Exh ibits
10.70* Agreement for the Termination of Fixed Term Employment Contract, dated as of September 30, 2008, between
Foster Wheeler Continental Europe S.r.L. and Umberto della Sala. (Filed as Exhibit 10.3 to Foster Wheeler Ltd.’s
Form 10-Q for the quarter ended September 26, 2008, and incorporated herein by reference.)
10.71* Fixed Term Employment Agreement, dated as of October 1, 2008, between Foster Wheeler Global E&C S.r.L.
and Umberto della Sala. (Filed as Exhibit 10.4 to Foster Wheeler Ltd.’s Form 10-Q for the quarter ended
September 26, 2008, and incorporated herein by reference.)
10.72* First Amendment to the Employment Agreement, dated as of October 1, 2008, between Foster Wheeler Ltd. and
Umberto della Sala. (Filed as Exhibit 10.5 to Foster Wheeler Ltd.’s Form 10-Q for the quarter ended September
26, 2008, and incorporated herein by reference.)
10.73* Employment Agreement, dated as of August 20, 2008, between Foster Wheeler Ltd. and Peter D. Rose. (Filed as
10.74* Employment Agreement, dated as of April 7, 2008, between Foster Wheeler Ltd. and Beth Sexton. (Filed as
Exhibit 10.3 to Foster Wheeler Ltd.’s Form 10-Q for the quarter ended March 28, 2008, and incorporated herein
by reference.)
10.75* Deed of Variation, dated as of October 8, 2008, between Foster Wheeler Energy Limited and David Wardlaw.
(Filed as Exhibit 10.1 to Foster Wheeler Ltd.’s Form 8-K, dated October 8, 2008 and filed on October 14, 2008,
and incorporated herein by reference.)
10.76* Employment Agreement, dated as of January 6, 2009, between Foster Wheeler North America Corp. and Gary T.
Nedelka.
10.77* Employment Agreement, dated as of January 6, 2009, between Foster Wheeler Ltd. and Lisa Z. Wood.
21.0 Subsidiaries of the Registrant.
23.1 Consent of Independent Registered Public Accounting Firm.
23.2 Consent of Analysis, Research & Planning Corporation.
23.3 Consent of Peterson Risk Consulting LLC.
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Raymond J. Milchovich.
31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Franco Baseotto.
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 of Raymond J. Milchovich.
32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 of Franco Baseotto.
* Management contract or compensation plan or arrangement required to be filed as an exhibit to this form pursuant to
Item 15(b) of this report.
150
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly
caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
FOSTER WHEELER AG
(Registrant)
By: /s/ FRANCO BASEOTTO

Franco Baseotto
Executive Vice President, Chief Financial
Officer and Treasurer
Date: February 24, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed, as of February 24,
2009, by the following persons on behalf of the Registrant, in the capacities indicated.
S ignature Title
/s/ RAYMOND J. MILCHOVICH Director, Chairman of the Board and Chief Executive Officer
Raymond J. Milchovich
(Principal Executive Officer)
/s/ FRANCO BASEOTTO Executive Vice President, Chief Financial Officer and
Treasurer
Franco Baseotto
(Principal Financial Officer)
/s/ LISA Z. WOOD Vice President and Controller
Lisa Z. Wood
(Principal Accounting Officer)
/s/ EUGENE D. ATKINSON Director
Eugene D. Atkinson
/s/ STEVEN J. DEMETRIOU Director
Steven J. Demetriou
/s/ ROBERT C. FLEXON Director
Robert C. Flexon
/s/ EDWARD G. GALANTE Director
Edward G. Galante
/s/ STEPHANIE HANBURY-BROWN Director
Stephanie Hanbury-Brown
/s/ MAUREEN B. TART-BEZER Director
Maureen B. Tart-Bezer
/s/ JAMES D. WOODS Director
James D. Woods
151
Exhibit 10.8
(BANK OF SCOTLAND CORPORATE BANKING LOGO) Bank of Scotland

Corporate Banking
Beauclerc House
3 Queens Road
Reading
RG1 4AR
For the attention of:
Peter Jackson
The Directors Telephone: 0118 980 2995

Foster Wheeler Limited Fax: 0118 980 2926
Registered number 163609
Shinfield Park
Reading
Berkshire RG2 9FW
(the “ Parent”); and
Each of the Companies listed in Schedule 5
Date: 21 November 2008
Dear Sirs
UNCOMMITTED GUARANTEE FACILITY OF £90,000,000 AND PAYMENT SYSTEMS
We refer to the Facility Letter dated 19 October 2007 (“Original Facility Letter”) between the Parent, and the companies listed in Schedule 5
(the “Borrowers” and each one a “Borrower”) and ourselves pursuant to which certain facilities have been made available to each of the Parent
and the Borrowers (the “Original Facilities”).
We are pleased to offer the Borrowers an uncommitted guarantee facility (the “Guarantee Facility”), a Forward Foreign Exchange Facility
(“FFEC Facility”), a daily foreign exchange facility (“Daily FX Facility”) and access to payment systems (the “Payment Systems”) on the terms
set out in this letter. Together the Guarantee Facility, the FFEC Facility, the Daily FX Facility and the Payment Systems are referred to as the
“Facilities”.
This offer is open for acceptance by the Borrowers until 16 December 2008 when it will lapse. If accepted, this letter and its schedules will form
the agreement between the Borrowers and BoS for the Facilities. Consequently upon acceptance of the terms of this offer by the Borrowers the
Original Facilities will cease to be available and the terms of the Original Facility Letter shall be replaced by the terms of this letter.
The definitions which shall apply to this letter are given or referred to in Schedule 2 below.
1. Conditions Precedent
1.1 The Facilities may not be drawn or utilised until BoS has received, in form and substance satisfactory to it:-
2
1.1.1 a Secretary’s Certificate in respect of each company which is a party to a BoS Document;
1.1.2 a letter of comfort in terms acceptable to BoS from Foster Wheeler Ltd, the ultimate holding company of the Parent; and
1.1.3 A global deed of counter indemnity in terms acceptable to BoS from each of the Borrower’s in favour of BoS.
1.2 The Borrowers shall ensure that:
1.2.1 before a Borrower uses the FFEC Facility (and BoS will not permit any Borrower to use the FFEC Facility unless this condition is
satisfied) that Borrower shall have completed and delivered the ISDA Documents;
1.2.2 the Security Trust Deed is entered into substantially in the terms of the document annexed to this letter by any bank providing
facilities permitted by clause 15.1 of this letter where that bank requires that such facilities should be secured in their favour.
2. The Facilities
2.1. The Guarantee Facility and the FFEC Facility may (subject to the limits set out below) be drawn and utilised as:-
2.1.1. Guarantees up to £90,000,000 (the “Guarantee Limit”);
2.1.2. Forward Foreign Exchange Contracts up to £36,000,000 (equivalent for guidance purposes only to a gross contract value of
approximately £150,000,000 for periods of less than 3-years duration (the “FFEC Limit”) on the terms and conditions set out or
referred to in this letter;
2.2. BoS will (subject to the limits set out below) make available to the Borrowers the following facilities in relation to the Payment Systems:-
2.2.1. BACS facilities with a limit of £15,000,000 (the “BACS Limit”)
2.2.2. CHAPS facilities with a limit of £15,000,000 (the “CHAPS Limit”)
2.2.3. International Payment Processing facilities with a limit of £13,000,000 (“the IPP Limit”)
2.2.4. CIB Sterling Payment facilities with a limit of £15,000,000 (the “CIB Sterling Payments Limit”)
2.2.5. Treasury Settlement facilities with a limit of £30,000,000 (the “Treasury Settlement Limit”)
on the terms and conditions set out or referred to in this letter.
2.3 Availability
2.3.1 If BoS cancels the availability of any of the Facilities then the Facilities will cease to be available and the access to the Payment
Systems shall be cancelled. Before any cancellation, other than under clause 2.3.3, BoS will
give the Borrower not more than 5 Business Days prior written notice of cancellation but BoS need not give such prior notice
where it reasonably determines that its interests are likely to be materially adversely affected.
2.3.2 If BoS wishes to vary the terms upon which the Facilities are to continue BoS shall agree the revised terms with the Borrowers.
2.3.3 BoS shall review the Facilities annually on the Review Date. If agreement is not reached between BoS and the Borrowers prior to
close of business on the Review Date then BoS may notify the Borrower in writing that the Facilities have ceased to be available
provided that BoS will give the Borrower not less than 60 days prior written notice of cancellation. BoS shall not be obliged to
permit any further utilisation of the Guarantee Facility during such notice period unless cash cover acceptable to BoS is provided
by the Borrowers prior to the issue of any Guarantees requested or, prior to any utilisation of the Payment Systems required by the
Borrowers during such notice period. Such cash cover shall be equal to 100% of the face value of any Guarantee to be issued or, in
the case of the Payment Systems, the Borrowers shall provide such cleared funds in advance in an amount reasonably determined
by BoS as being sufficient to enable such proposed utilisation.
2.3.4 Pending BoS issuing any such notice to the Borrowers under clause 2.3.3 (time not being of the essence) the Facilities will
continue to be available on the terms applying immediately prior to the relevant Review Date.
2.3.5 In some circumstances BoS may cancel the availability of any of the Facilities and, subject to clause 2.3.6, as appropriate may
demand payment (other than in respect of the Guarantees where a demand has not been made by a beneficiary under of a relevant
Guarantee) and/or demand cash cover. This may happen if BoS considers that:-
(a) any of the terms or conditions of this letter or any other facility letter in force from time to time between a Borrower and BoS
have been breached; or
(b) the financial condition of any Borrower or any guarantor of any Borrower has altered in any material adverse way; or
(c) the Facilities were agreed on the basis of incorrect or incomplete information from the Borrowers which is likely to have a
material adverse effect; or
(d) either (i) control of any Borrower or any of its subsidiary companies passes to any person or persons (whether acting
individually or in concert) who is or are not a shareholder in it immediately prior to the date of this letter or (ii) there is a
Change of Control, in each case without the prior written consent of BoS.
2.3.6 Upon cancellation under this letter and providing the Borrowers have failed to meet any of the key performance indicators under
clause 6 BoS shall also be entitled to demand immediate payment and/or cash cover of 100% of the face value of the Guarantees
issued by BoS under the Guarantee Facility to be lodged as security for the exposure of BoS thereunder.
3. Guarantees
3.1. On receipt of a written request (in the form required by BoS) by a Borrower, BoS will issue Guarantees (up to in aggregate the Guarantee
Limit) on its behalf and in its name or in the name of any other Subsidiary or Affiliate. Before BoS issues a Guarantee on behalf of a
Borrower:
3.1.1 BoS must have approved the terms of the Guarantee; and
3.1.2 BoS is satisfied that it holds a counter indemnity from the Borrower in a form acceptable to it or in the alternative the Borrower
shall have executed and delivered to BoS a counter indemnity in a form acceptable to BoS agreeing to indemnify BoS against any
claim under the Guarantee and authorising BoS to debit the amount of a claim to any of such Borrower’s accounts.
3.2. A charge of zero point six zero per cent (0.60%) per annum of BoS outstanding liabilities (whether actual or contingent) from time to time
under the Guarantees shall be payable by the Borrowers in respect of Guarantees issued by BoS on its behalf. This charge will be
payable quarterly in arrears on such dates as may be notified by BoS to the Parent up to and including the date upon which the
Guarantee is returned to BoS for cancellation.
4. Forward Foreign Exchange Contracts
4.1. A Borrower may enter into forward foreign exchange contracts (up to in aggregate the FFEC Limit) with BoS for the purchase or sale of
any freely convertible currency and with a maturity period of up to thirty six months. For the purpose of calculating utilisations of this
component of the Facilities, BoS will calculate the aggregate exposure of BoS in respect of each forward foreign exchange contract
entered into with BoS.
4.2. Each Borrower must ensure that it makes sufficient funds (either in Sterling or in the appropriate foreign currency) available to meet its
obligations under each of the forward foreign exchange contracts entered into by it in terms of this letter as and when they fall due. In
the event that a Borrower fails to do so, it shall be liable to BoS in respect of the lesser of (1) the Sterling equivalent of the amount such
Borrower was due to pay BoS on completion of the relevant forward foreign exchange contract and (2) the Sterling equivalent of the
amount which BoS would have received by completing that contract at the prevailing spot rate of exchange for the relevant currency on
the date of completion of the contract.
4.3. Whenever the “Sterling equivalent” of any currency amount requires to be calculated it shall be calculated at the BoS spot rate of
exchange for such currency on the applicable day.
5. Termination
Each utilisation of the Facilities referred to in this letter and the Payment Systems shall immediately cease to be available subject to
clauses 2.3.1 and 2.3.3 above if BoS makes a demand for payment under clauses 2.3.5 or gives written notice to the Parent that the
Facilities are withdrawn.
6. Key Performance Indicators
As long as the Facilities remain available (and thereafter for as long as is necessary
for the purposes of assessing satisfaction with or otherwise of the requirements of clause 2.3.6) the Borrowers will provide financial
information, including the Financial Statements, the quarterly management accounts and the quarterly certification required under
Schedule 4, evidencing their performance against the key performance indicators set out in Schedule 7. In the event of such performance
not remaining within any of the target ratios set out in Schedule 7, BoS reserves the right to either cancel and withdraw the Facilities or
renegotiate the basis on which the Facilities should be made available including without limitation the right to require cash cover under
clause 2.3.6.
7. Security
7.1 The amounts outstanding under the Facilities will be secured by the Security Documents.
7.2 The Borrowers will enter into such further Security Documents in favour of BoS as BoS may reasonably require from time to time to
ensure that BoS continues to hold security at all times while the Facilities remain available which represents in aggregate not less
than 80% of consolidated turnover and net assets as determined by the most recent Financial Statements of the Group and all such
Security Documents will secure the Facilities and any other money due, owing or incurred to BoS by the Borrowers.
8. Financial Information
The Borrowers will supply to BoS the financial information specified in the Schedule 4.
9. Payments
9.1 All payments by any Borrower to BoS (being a Qualifying Lender) under this letter shall be free and without deduction of tax unless
such Borrower is required by law to make a payment subject to deduction or withholding of tax, in which case the amount payable by
such Borrower will be sufficiently increased to ensure that BoS receives and retains a net sum equal to that which it would have received
and retained were no deduction or withholding made. If BoS subsequently receives a tax credit which is referable to the increased
payment and which enhances its position, then it will reimburse the relevant Borrower sufficient to redress the position up to the amount
received so long as by so doing it does not prejudice receipt or retention of the tax credit.
9.2 Notwithstanding the provisions of clause 9.1 if in relation to BoS circumstances arise which would result in any deduction, withholding
or payment of the nature referred to in clause 9.1 then without in any way limiting, reducing or otherwise qualifying BoS’s rights, BoS
shall use reasonable endeavours to transfer the Facility to another of its or any relevant BoS Group offices in the UK not affected by the
circumstances having the results set out in clause 9.1 and shall otherwise consider taking such reasonable steps as may be open to it to
mitigate the effects of such circumstances.
9.3 All payments, whether of commission or otherwise will be paid to BoS at the relevant Borrower’s branch unless BoS otherwise directs
and shall be in cleared funds in the relevant currency. If BoS receives a payment that is insufficient to discharge all the amounts then due
and payable under the BoS Documents, BoS shall apply that payment towards the obligations of the Group Companies under the BoS
Documents
in such order as BoS considers appropriate and any such appropriation shall override any instructions by any Group Company.
9.4 All payments to be made by any Borrower under the BoS Documents shall be calculated and be made without (and free and clear of any
deduction for) set-off or counterclaim.
9.5 All sums of commission will accrue on a daily basis and be calculated on the basis of a year of 365 days (in the case of any amount in
Sterling) or 360 days (in the case of any amount in any other currency) and, in any such case, for the actual number of days elapsed.
Commission shall continue to accrue on sums due following a decree or judgement as well as before it, and at the same rate.
9.6 Any determination by BoS of any amount whether of commission or charges or an applicable interest rate or otherwise shall, in the
absence of manifest error, be conclusive and binding on the Borrowers.
9.7 Where the due date for payment of any amount under any BoS Document is not a Business Day then (without affecting subsequent
payment dates) actual payment will be required on the next Business Day. Each Borrower agrees that any monies from time to time
standing to its credit on any account which is not designated a trust or client account (whether current, deposit, loan or of any other
nature whatsoever) with BoS may be retained as cover for and/or applied by BoS at any time (whether on or before or after the expiry of
any fixed or minimum period for which such monies may have been deposited) in or towards payment or satisfaction of any monies or
liabilities which are due, owing or incurred by such Borrower to BoS in any manner, whether present or future, actual or contingent, joint
or several, whether incurred as principal or surety (or guarantor or cautioner) or in any other way whatsoever.
9.8 If BoS exercises any rights in respect of any monies as referred to in clause 9.6 (including, without limitation, any rights of set-off,
accounting retention or similar rights) in respect of any liability of a Borrower and that liability or any part of it is in a different currency
from any credit balance against which BoS seeks to exercise its rights, BoS may use the currency of the credit balance to purchase an
amount in the currency of the liability at the then prevailing BoS spot rate of exchange and to pay out of the credit balance all costs,
charges and expenses incurred by BoS in connection with that purchase.
9.9 BoS shall not be liable for any loss of interest caused by the determination before maturity of any deposits or any loss caused by the
fluctuation in any exchange rate of which any currency is bought or sold by BoS.
9.10 If a Borrower fails to pay any amount due to BoS in Sterling but makes such payment in another currency, the relevant Borrower shall
indemnify BoS against the full cost incurred by BoS (including all costs, charges and expenses) of converting that payment into Sterling.
9.11 The obligations of each Borrower in relation to the Facilities are joint and several.
10. Indemnity
10.1 Each Borrower will at all times on demand indemnify BoS against all Indemnified Events and the Borrowers will pay to BoS the amount of
all payments made (whether directly or by way of set-off, counterclaim or otherwise) and all losses, reasonable costs or expenses
suffered or incurred from time to time by BoS arising under any
liability which BoS has incurred (directly or indirectly) in relation to any utilisations of any or all of the Facilities.
10.2 The liability of the Borrowers under clause 10.1 above shall not be affected by any time being given or by anything being done or not
done by BoS.
11. Notices
11.1 Any communication to be made under or in connection with this letter shall be made in writing and, unless otherwise stated, may be
made by fax or letter.
11.2 The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of BoS for any
communication or document to be made or delivered under or in connection with this letter is that identified with its name at the
beginning of this letter or any substitute address, fax number or department or officer as BoS may notify to the other parties by not less
than five Business Days’ notice.
11.3 The address of each Borrower for any communication or document to be made or delivered under or in connection with this letter is its
registered office at the time such communication or document is made or delivered. The fax number of each Borrower for any such
communication or document to be made or delivered under or in connection with this letter is the fax number most recently provided to
BoS by such Borrower.
11.4 Any communication made or document made or delivered by one person to another under or in connection with this letter will only be
effective:-
(a) if by way of fax, when received in legible form; or
(b) if by way of letter, when it has been delivered to the relevant address or three Business Days after being deposited in the post
postage prepaid in an envelope addressed to it at that address,
and, if a particular department or officer is specified as part of the address details set out in clause 10.2 above, if addressed to that
department or officer.
11.5 Any communication or document to be made or delivered to BoS will be effective only when actually received by BoS and then only if it
is expressly marked for the attention of the department or officer identified with its name above (or any substitute department or officer
as BoS shall specify for this purpose). Any communication or document made or delivered to the Parent in accordance with this clause
will be deemed to have been made or delivered to each of the Group Companies.
11.6 BoS may rely upon any communication by telephone or fax purporting to be on behalf of any Borrower by anyone previously notified to
BoS by the Borrowers as being authorised to do so, without enquiry by BoS as to authority or identity unless BoS shall have received
not less than 15 Business Days prior written notice of revocation of such authorisation. The Borrowers agree to indemnify BoS against
any liability incurred or sustained by BoS as a result.
12. Miscellaneous
12.1 No failure or delay by BoS in exercising any right or remedy under any BoS Document shall operate as a waiver, and no single or partial
exercise shall prevent further exercise, of any right or remedy.
12.2 If at any time any provision of this letter is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction,
neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability or such provision
under the law of any other jurisdiction shall in any way be affected or impaired.
12.3 The schedules referred to in this letter shall form part of this letter.
12.4 Save to the extent expressly provided to the contrary in a BoS Document, a person who is not a party to a BoS Document may not
enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.
13. Fees and Expenses
13.1 The Borrowers will pay to BoS:-
(a) an arrangement fee of £45,000 payable on acceptance of this letter;
(b) bank charges in relation to the Facilities either as specified in this letter or otherwise in accordance with the standard terms and
conditions of BoS.
13.2 The Borrowers will pay or reimburse to BoS (on a full indemnity basis) all reasonable legal, accountancy, valuation, due diligence and
other fees, costs and expenses or tax charged to or incurred by BoS in connection with the BoS Documents (including the amendment,
waiver, enforcement or preservation of BoS rights).
13.3 Each of the Borrowers authorises BoS to debit any operating account it has with BoS with the amount of any such fees, costs, expenses
or tax which is payable from time to time.
14. EMU Compliance
If the introduction of, changeover to or operation of a single or unified European currency results in:-
(a) the currency in which either the Guarantee Facility, the FFEC Facility or any of the Payment Systems is provided changing or being
replaced or BoS (in its reasonable opinion) requiring to amend the BoS Documents due to changes in price sources for the national
currency of any member state of the European Union or, to the extent it is applicable to any of the Facilities, the euro or market
conventions relating to the calculation of interest; and/or
(b) BoS incurring an additional or increased cost in relation to its providing any or all of the Facilities;
then the Borrowers agree, in the case of (a) above, that they will permit the BoS Documents to be amended to the extent necessary (in
the reasonable opinion of BoS)
to reflect those changed circumstances and, in the case of (b) above, to indemnify BoS in respect of that additional or increased cost.
15. Permitted Borrowings
15.1 Additional Borrowings by any Group Company up to an aggregate maximum amount of £100,000,000 by way of guarantee and bond
facilities similar to the Guarantee Facility may be negotiated with and obtained from other banks subject to obtaining the prior approval
of BoS. Any such facilities approved by BoS must not at any time be permitted to rank ahead of a Borrower’s obligations in respect of
the Facilities and the obligations of any of those Borrowers who are a party to the Security Documents. For the avoidance of doubt no
Borrower shall grant or permit to be granted any mortgage, charge, security, pledge, lien, right of set-off, right to retention of title or other
encumbrance, whether fixed or floating, over any present or future property, assets or undertaking (“Encumbrance”) to any other bank
in respect of any or all of these other Borrowings but, subject to clause 15.2, any bank providing such facilities to a Borrower may
participate in the security held by BoS through the Security Documents by entering into the Security Trust Deed.
15.2 Notwithstanding the provisions of clause 15.1 above, additional Borrowings by any Group Company up to an aggregate maximum
amount of £50,000,000 by way of guarantee and bond facilities similar to the Guarantee Facility may be negotiated with and obtained
from Local Banks but where such facilities are negotiated and agreed no Group Company may grant any Encumbrance in favour of any
such Local Bank in connection with these facilities.
15.3 Any Group Company which is not registered in the UK under the Companies Acts (“Non-UK Group Companies”) shall not be subject to
any restrictions on borrowing provided that the aggregate of all such borrowings (howsoever characterised) by the Non UK Group
Companies shall not at any time exceed £3,000,000 and furthermore any such Non UK Group Company may grant any encumbrances on
its assets provided that it gives BoS prior notice of the granting of any such encumbrance.
16 Assignment, Transfer and Securitisation
16.1 This letter is for the benefit of the Borrower and BoS and their successors and assignees and transferees. Furthermore and without
prejudice to the remaining provisions of this Clause 16 BoS will remain responsible for issuing all Guarantees under this letter.
16.2 The Borrower may not assign or transfer all or any of its rights, obligations or benefits under this letter.
16.3 BoS will be entitled to (1) assign any of its rights and/or (2) transfer by novation any of its rights, benefits and obligations under the BoS
Documents to any other person or entity. The Borrower undertakes to execute and to procure that each Group Company will execute all
documents BoS may reasonably require to give effect to an assignment, novation or transfer.
16.4 BoS will be entitled to enter into any sub-participation, or any trust or contractual arrangement (or any other transaction under which
payments are to be made by reference to the BoS Documents, the Borrower or any Group Company) with any person or entity in relation
to the BoS Documents and (subject to clause 16.5 below) to provide information in relation to the Group to such persons for such
purpose.
10
16.5 BoS will be entitled to disclose, in confidence, to its advisers and to any prospective or actual assignee, any party to a securitisation,
transferee or participant, any other member of the BoS Group, its auditors, advisers or applicable regulatory authority, any rating agency,
or any other person or entity who enters or proposes to enter into any transaction as referred to in clause 16.4 above with BoS in relation
to the BoS Documents (in each case, together with their professional advisers) all information, including any confidential information,
financial information and any other information given to BoS in relation to this letter.
17. Law
This letter will be governed by and construed according to English law and each of the Borrowers submits to the jurisdiction of the
English Courts.
Yours faithfully
/s/ P. Jackson
For and on behalf of
BANK OF SCOTLAND PLC
11
Agreed and accepted on behalf of Agreed and accepted on behalf of

Foster Wheeler Limited by Foster Wheeler Energy Limited by
/s/ Michael Beaumont Director /s/ Michael Beaumont Director
/s/ Laurent Dupagne Director /s/ Laurent Dupagne Director
Date: 27 November 2008 Date: 27 November 2008
Agreed and accepted on behalf of Agreed and accepted on behalf of

Foster Wheeler World Services Limited by Foster Wheeler (GB) Limited by
/s/ Michael Beaumont Director /s/ Michael Beaumont Director
/s/ Laurent Dupagne Director /s/ Laurent Dupagne Director
Date: 27 November 2008 Date: 27 November 2008
IMPORTANT NOTICE: As with any legally binding agreement, we recommend that you consult your solicitor or other independent legal
adviser before accepting this letter.
12
SCHEDULE 1
PAYMENT SYSTEMS
1. BACS Facility
1.1. BACS Limit £15,000,000
1.2. Purpose
The BACS facility may only be used by the Borrowers to make fund transfers up to an aggregate at any time of the amount of the BACS
Limit utilising the Bankers Automated Clearing System. The Borrower may use the BACS facility to make such fund transfers, subject to
sufficient funds being made available by the Borrowers to cover the BACS payments by close of business on the same day.
1.3. Terms and Conditions
The BACS facility shall be made available to the Borrowers subject to:-
1.3.1. the terms and conditions of the Bankers Automated Clearing System operated by BACS Limited; and
1.3.2. its rules of operation as agreed between BoS and the Borrowers from time to time.
2. CHAPS Facility
2.1. CHAPS Limit £15,000,000
2.2. Purpose
The CHAPS facility may only be used by the Borrowers to make fund transfers up to an aggregate at any time of the amount of the
CHAPS Limit utilising the Clearing House Automated Payments Systems available from BoS. The Borrowers may use the CHAPS facility
to make such fund transfers, subject to sufficient funds being made available by the Borrowers to cover each of those CHAPS payments
by close of business on the same day.
2.3 Terms and Conditions
The CHAPS facility shall be made available to the Borrowers subject to the standard terms and conditions of the Clearing House
Automated Payments Systems as advised by BoS.
3. International Payment Processing Facility
3.1. IPP Limit £13,000,000
3.2. Purpose
The International Payment Processing facility may only be used by the Borrowers to make fund transfers using the International
Payment Processing facilities provided to the Borrowers by BoS. The Borrowers may use the IPP Facilities to make such fund transfers,
subject to sufficient funds being made available by the Borrowers to cover such payments by close of business on the next Business
Day.
13
The International Payment Processing facility shall be made available to the Borrowers subject to the rules of operation as agreed
between BoS and the Borrowers from time to time.
4. CIB Sterling Payments Facility
4.1. CIB Sterling Payments Limit: £15,000,000
4.2. Purpose
The CIB Sterling Payments facility may only be used by the Borrowers to make sterling payments utilising the BoS Corporate Internet
Banking Service (“CIB”) up to an aggregate at any time of the CIB Sterling Payments Limit. The Borrowers may use the CIB facility to
make such sterling payments subject to sufficient funds being made available by the Borrowers to cover such payments by close of
business on the same day without exceeding the Overdraft Limit.
4.3. Terms and Conditions
The CIB Sterling Payments facility shall be made available to the Borrowers subject to:-
4.3.1. the terms of and conditions of CIB; and
4.3.2. the rules of operation thereof as agreed between BoS and the Borrowers from time to time.
5. Treasury Settlement Facility
5.1 Treasury Settlement Limit £30,000,000.
5.2 Purpose
The Treasury Settlement facility may only be used by the Borrowers to make fund transfers using the Treasury Settlement facilities up to
an aggregate of the Treasury Settlement Limit provided to the Borrowers by BoS. The Borrowers may use the Treasury Settlement
facility to make such fund transfers subject to sufficient funds being made available by the Borrowers to cover such payments by close
of business on the date of settlement of such payment without exceeding the Treasury Settlement Limit.
The Treasury Settlement facility shall be made available to the Borrower subject to the rules of operation as agreed between BoS and the
Borrowers from time to time.
6. General
Throughout the duration of the Facilities, BoS shall be entitled to vary both the limit and the terms and conditions referred to above in
relation to the Payment Systems by notice to and as agreed with the Borrowers.
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SCHEDULE 2
DEFINITIONS AND INTERPRETATION
1. Definitions
“Affiliate” means a Subsidiary or a Holding Company or any other Subsidiary of that Holding Company.
“Borrowings” means any indebtedness for or in respect of (but without double counting):
(a) moneys borrowed;
(b) any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;
(c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar
instrument;
(d) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP, be
treated as a finance or capital lease;
(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non recourse basis);
(f) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial
effect of a borrowing, including but not limited to deferred consideration in relation to earn-out payments arising from
acquisitions made by a Group Company;
(g) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price
(and, when calculating the value of any derivative transaction, only the, negative marked to market value shall be taken into
account);
(h) any counter-indemnity obligation in respect of a standby or documentary letter of credit or any other instrument issued by a
bank or financial institution excluding, where a Borrower has provided a counter- indemnity which is fully cash- backed;
(i) any liability for the acquisition cost of assets or services payable on deferred payment terms where the period of deferment is
more than 90 days.
“BoS” means Bank of Scotland plc, (Company Number SC327000) having its registered office at The Mound, Edinburgh EH1 1YZ and its
successors, assignees and transferees.
“BoS Documents” means this letter, the Security Documents and all documents ancillary or supplemental to any of them.
15
“Business Day” means a day (other than a Saturday or Sunday) when the branch of BoS at which the Borrower’s account is located is
open for business.
“Certified Copy” means a copy certified as true, complete and up to date by the specified person or, if no-one is specified, by either the
secretary of the relevant Group Company or the Borrower’s solicitors.
“Change of Control” means any circumstances in which either a person, not being a Group Company, alone or together with any
associated person or persons becomes the beneficial owner of shares in the issued share capital of the Parent carrying the right to
exercise more than 50 per cent. of the votes exercisable at a general meeting of the Parent.
“Charge over Cash Deposit” means the charge over cash deposit referred to in paragraphs 1.2 and 1.3 of Schedule 3 granted or to be
granted by the relevant Borrower in favour of BoS in respect of the account or accounts (denominated in whatever currency) of each
Borrower with BoS which account or accounts is/are blocked or designated as charged to BoS and is/are identified in relevant charge
over cash deposit;
“Encumbrances” has the meaning given in clause 15.1;
“Financial Statements” means the audited annual profit and loss account, balance sheet and cash flow statement of the relevant
company for each of its financial years (consolidated for each financial year during which that company has a subsidiary) together with
related directors’ and auditors’ reports.
“GAAP” means generally accepted accounting principles and practices in the UK.
“Group” means the Parent and each Subsidiary of the Parent which is not dormant and “Group Company” is construed accordingly.
“Guarantees” means advance payment guarantees, performance bonds and such other similar instruments as may be required in the
normal course of business of the Borrowers.
“Holding Company” means, in relation to a company or corporation, any other company or corporation in respect of which it is a
Subsidiary
“Indemnified Events” means all actions, suits, proceedings, claims, demands, liabilities, costs, expenses, losses, damages and charges
whatsoever (except those arising as a result of the negligence or wilful misconduct of BoS) which may occur in relation to or arising out
of any utilisations of any of the Facilities made available under this letter.
“ISDA Documents” means the form of ISDA master agreement, schedule and associated confirmations used from time to time by BoS
for entities like the Borrower together with all other documents referred to in, or supplemental to, such documentation.
“Local Banks” means a non UK bank based in a jurisdiction where the giving of guarantee and bond facilities similar to the Guarantee
Facility must be made by a bank located in that jurisdiction, contemplated in clause 15.2.
16
“Qualifying Lender” means a person which, in relation to the relevant payment, is beneficially entitled to the income in respect of which
the payment is made and is:-
(a) a company resident in the United Kingdom for tax purposes; or
(b) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a branch or agency and
which brings the payment into account in computing its chargeable profits (within the meaning given by section 11(2) of the Taxes
Act); or
(c) a person fulfilling any one of the conditions set out in sub-sections (3) to (7) of Section 349B of the Taxes Act,
in each case in respect of which the Borrower has not received a notification (which remains valid) from the Board of the Inland Revenue
directing that Section 349A(1) of the Taxes Act is not to apply to any such payment.
“Review Date” means the Business Day immediately preceding each anniversary of the date of this letter (or such other date as BoS may
from time to time notify to the Parent).
“Secretary’s Certificate” means, in respect of a company, a certificate in the form set out in Schedule 6 executed by a director of that
company.
“Security Documents” means any security documents identified in Schedule 3 (including any guarantees) granted to BoS by any Group
Company or any other person in respect of the Borrowings of the Group from time to time and any other documents entered into by a
Borrower from time to time creating or evidencing any guarantee, mortgage, charge, security, pledge, lien, right of set-off, right to
retention of title or other encumbrance, whether fixed or floating, over any present or future property, assets or undertaking in favour of
BoS.
“Security Trust Deed” means the security trust deed dated 22 December 2005 between BoS (as Security Trustee), HSBC Bank Plc and
Bank of Ireland as the same may be amended, varied, supplemented, restated, substituted or novated from time to time and includes any
duly executed and dated accession deed, substantially in the form annexed to the Security Trust Deed and entered by BoS (as Security
Trustee) and any bank providing facilities to the Borrowers as contemplated in Clause 16.1 of this letter;
“Security Trustee” means BoS;
“Subsidiary” means, in respect of any company, person or entity, any company, person or entity directly or indirectly controlled by
such company, person or entity (including any Subsidiary acquired after the date of this letter) and “Subsidiaries” shall mean all or any
of them, as appropriate.
2. Interpretation
Any reference in this letter to:-
(a) statutes, statutory provisions and other legislation shall include all amendments, substitutions, modifications and re-enactments
for the time being in force and shall include any orders, regulations, instruments or other subordinate legislation made under the
relevant legislation;
17
(b) “control” of any company shall be interpreted in accordance with Section 840 of the Taxes Act;
(c) “including” shall not be construed as limiting the generality of the words preceding it;
(d) any clause, paragraph or schedule shall be construed as a reference to the clauses in this letter, the schedules to this letter and the
paragraphs in such schedules;
(e) any term or phrase defined in the Companies Act 1985 (as amended from time to time) shall bear the same meaning in this letter
save that any term used in the definition of “Qualifying Lender” shall be interpreted as such term is interpreted in accordance with
the Taxes Act;
(f) words importing the singular shall include the plural and vice versa and words denoting any gender shall include all genders;
(g) this letter and to any provisions of it or to any other document referred to in this letter shall be construed as references to it in force
for the time being and as amended, varied, supplemented, restated, substituted or novated from time to time;
(h) a person is to be construed to include references to a corporation, firm, company, partnership, joint venture, unincorporated body
of persons, individual or any state or any agency of a state, whether or not a separate legal entity;
(i) any person is to be construed to include that person’s assignees or transferees or successors in title, whether direct or indirect;
(j) any word or phrase includes all derivations thereof;
(k) any “associated person” means, in relation to a person, a person who is either acting in concert (as defined in the City Code on
Takeovers and Mergers) with that person or is a connected person (as defined in section 839 of the Taxes Act) of that person;
(l) the “exposure” of BoS (or any other member of BoS Group) means, in relation to any guarantee, bond, forward foreign exchange
contract or other utilisation, the amount determined by BoS to be its liability (actual or contingent) in respect thereof (or, if
applicable, the liability of such other member of BoS Group).
Clause headings are for ease of reference only and are not to affect the interpretation of this letter.
18
SCHEDULE 3
SECURITY DOCUMENTS
1. Security
1.1 A Composite Guarantee dated 25 July 2005 by Foster Wheeler Limited, Foster Wheeler Energy Limited, Foster Wheeler (G.B.) Limited
and Foster Wheeler World Services Limited in favour of BoS (as Security Trustee)
1.2 Charge over Cash Deposit by Foster Wheeler Limited dated 14 January 2005 in favour of BoS
1.3 A first and only debenture from Foster Wheeler Limited dated 25 July 2005 in favour of BoS (as Security Trustee)
1.4 A first and only debenture from Foster Wheeler Energy Limited dated 25 July 2005 in favour of BoS (as Security Trustee)
1.5 A first and only debenture from Foster Wheeler (G.B.) Limited dated 25 July 2005 in favour of BoS (as Security Trustee)
1.6 A first and only debenture from Foster Wheeler World Services Limited dated 25 July 2005 in favour of BoS (as Security Trustee)
1.7 A global deed of counter indemnity by Foster Wheeler Limited dated 25 July 2005 in favour of BoS.
1.8 The duly completed letter of comfort referred to in clause 1.1 of this letter.
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SCHEDULE 4
FINANCIAL INFORMATION COVENANTS
1. Each Borrower covenants that it will supply to BoS:-
1.1 within 160 days after the end of each financial year of the Parent two copies of its Financial Statements and a copy of the Financial
Statements, if available, for each Group Company and each Affiliate which utilises the Guarantee Facility from time to time;
1.2 within 45 days after the end of each quarter in each financial year of the Parent, management accounts (including profit and loss account,
balance sheet and cash flow statements) on a consolidated basis for the Group and showing a comparison with budget together with
commentary by the finance director on those management accounts;
1.3 at the same time as it delivers the Financial Statements or the management accounts referred to above, a certificate evidencing their
performance as at the date to which the Financial Statements or management accounts were prepared against the key performance
indicators set out in Schedule 7 signed by a director of the Parent setting out in reasonable detail supporting computations and in form
and content acceptable to BoS;
1.4 such further financial information as BoS may from time to time reasonably require.
2. Each Borrower also covenants that:-
2.1. it will ensure that all Financial Statements delivered by it in terms of paragraph 1.1. above are prepared in accordance with GAAP and
that all management accounts delivered by it in terms of paragraph 1.2 above shall be prepared in accordance with generally accepted
accounting standards but subject to the limitations applicable to unaudited accounts and, in the case of the Financial Statements, show
a true and fair view of the financial position of the relevant Group Company;
2.2 it will identify from any consolidated accounts prepared for itself and its parent company or Subsidiaries, as the case may be, the
financial performance of any undertaking included in those accounts as a subsidiary undertaking (which is not a Subsidiary) and will,
excluding any contingent liabilities, provide details of all financing agreements and arrangements to which any Group Company is a
party which need not be shown in the Financial Statements of the Parent excluding contingent liabilities;
2.3 it will promptly provide to BoS such documentation and/or information as BoS may reasonably request from time to time in relation to the
Group (or any Group Company or any other person connected with any Group Company) in order for BoS to comply with any law,
regulation or guidelines applicable to it from time to time (including, without limitation, any anti-money laundering or “know your
customer” rules).
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SCHEDULE 5
AUTHORISED BORROWERS
1. Foster Wheeler Limited
2. Foster Wheeler Energy Limited
3. Foster Wheeler (GB) Limited
4. Foster Wheeler World Services Limited
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SCHEDULE 6
Secretary’s Certificate
[TO BE COMPLETED BY SECRETARY FOR EACH BORROWER ON EACH BORROWER’S HEADED NOTEPAPER]
To: Bank of Scotland

Corporate Banking
Beauclerc House
3 Queens Road
Reading
RG1 4AR
For the attention of:
Peter Jackson
Date: ● 2008
Re : ● Limited (the “Company)

Registered Office : ●
Registered Number : ●
Guarantee Facility of £90,000,000, Forward Foreign Exchange Facility of £36,000,000 (weighted risk) and access to payment systems, BACS of
£15,000,000, CHAPS limited of £15,000,000, International Payment Processing limit of £13,000,000, CIB Sterling Payment facilities of £15,000,000
and Treasury Settlement facilities of £30,000,000 (the “Facilities)
I, [insert full name], the Company Secretary certify that:-

1. the Company has the necessary power to borrow and to incur the liabilities specified in the letter(s) from BoS dated ● 2008 offering the
Facilities (the “Facility Letter(s)”) and to draw down the Facilities;
2. no borrowing limit of the Company will be exceeded by any borrowing under the Facility Letter(s);
3. the board of directors of the Company has duly authorised [insert full names of those authorised] to accept the Facility Letter(s), to
draw down the Facilities and all other documentation to be entered into by the Company pursuant to the terms of the Facility Letter;
4. the individuals specified in 3 above were at the time of execution of the documentation referred to above and remain duly appointed
[directors] [authorised signatories] of the Company;
5. the resolutions giving the authorisations referred to above were validly passed at a properly convened meeting of the board of directors
of the Company, such restrictions contain declarations of interest by the directors of the Company sufficient
22
to comply with Section 317 of the Companies Act 1985 and the articles of association of the Company and such resolutions are in full
force and effect.
I attach:
(1) a list of all the directors of the Company and confirm that those persons listed are all the directors of the Company as at the date of this
letter; and
(2) a copy of the Certificate of Incorporation [and Certificate(s) of Incorporation on Change of Name] of the Company and confirm that each
copy is true, complete and up to date.
This certificate is authorised by the Board of Directors of the Company.
Secretary
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SCHEDULE 7
KEY PERFORMANCE INDICATORS
1. For the purposes of this Schedule 7:
“Bank Borrowings” mean all Borrowings of a Group Company with a bank or other financial institution but always excluding an amount
not exceeding in total £50,000,000 borrowed to fund or assist with funding one or more share or business acquisitions by the Group or a
Group Company.
“Cash at Bank” means all Group cash held at or lodged with any bank or financial institution acceptable to BoS as identified in the
Financial Statements and the consolidated management accounts of the Group.
“EBIT” means, for any specified period, the consolidated profit of the Parent before the deduction of Interest and taxation disregarding
profits or losses arising in respect of exceptional or extraordinary items in each case in that period.
“EBITDA” means, for any specified period, EBIT for such period after adding back depreciation and amortisation of goodwill (or any
other intangible assets) to the extent deducted from EBIT, in each case in that period.
“Interest” means, for any specified period, interest and any amounts in the nature of interest in relation to any Borrowings (including,
without limitation, the interest element of finance leases, guarantee fees, non utilisation fees, discount and acceptance fees and
payments under any interest rate hedging arrangements on a net basis but excluding arrangement fees) in each case in that period.
“Trade Debtors” means, at any time, all debts due to each Group Company in the ordinary course of business outstanding for not more
than 180 days from the date payment is due and which are not bad or doubtful but excluding:-
(a) any debt owed by another Group Company;
(b) any debt owed by any person who is also a creditor of a Group Company to the extent of the amount owed by that Group Company
to that creditor; and
(c) any debt which has been assigned or charged to or is held in trust for any third party or is subject to any factoring or invoice
discounting or similar arrangement;
with any adjustments BoS may from time to time consider to be appropriate in the context of the business of each Group Company and
the Facilities.
2. Guarantees plus Bank Borrowings : EBITDA
The aggregate value of (i) all Guarantees issued and not returned to BoS (ii) all Guarantees issued and not returned to any other lender
as the case may be in accordance with clause 15 of the letter and (iii) Bank Borrowings shall not exceed 4 x EBITDA.
24
3. Trade Debtors plus Cash at Bank to Guarantees

The aggregate of Trade Debtors, Cash at Bank, other receivables and work in progress (other receivables and work in progress being
those items identified in the Financial Statements and the consolidated management accounts of the Group) shall at all times equal or
exceed 50% of the aggregate value of (i) all Guarantees issued and not returned to BoS and (ii) all Guarantees issued and not returned to
any other lender, as the case may be, in accordance with clause 15 of the letter.
4. Testing
The key performance indicators in this schedule 7 shall be tested and calculated on a rolling 12 month basis and shall be tested by
reference to:
(a) other than in relation to Guarantees plus Bank Borrowings: EBITDA (i) the Financial Statements for the relevant accounting
reference period and (ii) the consolidated quarterly management accounts provided in accordance with schedule 4 of this letter for
the relevant period (“Quarterly Management Accounts”); and
(b) in relation to Guarantees plus Bank Borrowings : EBITDA, the Quarterly Management Accounts. For the avoidance of doubt,
EBITDA will be reported as outlined in the Quarterly Management Accounts and is to be measured before royalties and
management fees.
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
Exhibit 10.29
FOSTER WHEELER LTD.
Annual Executive Short-Term Incentive Plan
(As Amended and Restated Effective January 1, 2006)
The Foster Wheeler Ltd. Annual Executive Short-Term Incentive Plan (the “Plan”) is hereby amended as follows, pursuant to a resolution
adopted by the Board of Directors at its meeting held May 6, 2008:
1. The following new sentences are added to the end of Section 4.02 of the Plan:
Awards will be paid in a lump sum as soon as practical following the Committee’s approval, but not earlier than January 1 and not later
than March 15 of the year following the calendar year to which they relate (the “Applicable Period”). To the extent that an award is
not paid within the Applicable Period but is paid by December 31 of the calendar year which includes the Applicable Period, then it is
intended that such payment shall be treated as made at a “specified time” for purposes of complying with Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”).
2. The following new Section 6.09 is added to the Plan:
If a Participant constitutes a “specified employee” as of his “separation from service” (as both terms are defined and applied in
Section 409A of the Code), to the extent payment under this Plan constitutes deferred compensation (after taking into account any
applicable exemptions from Section 409A of the Code), and to the extent required by Section 409A of the Code, payment may not be
made to the Participant until the earlier of: (i) the first day following the sixth-month anniversary of the Participant’s separation from
service, or (ii) the Participant’s date of death.
3. The Amendment shall take effect on the date approved by the Board of Directors.
IN WITNESS WHEREOF, the Company has caused this First Amendment to the Plan to be executed.
FOSTER WHEELER LTD.

Exhibit 10.37
FOSTER WHEELER LTD.
Omnibus Incentive Plan
(Effective May 9, 2006)
The Foster Wheeler Ltd. Omnibus Incentive Plan (the “Plan”) is hereby amended as follows, pursuant to resolutions adopted by the Board
of Directors and its Compensation Committee at their meetings held on May 5-6, 2008:
1. Section 2(k) is replaced in its entirety with the following language:
“‘Change-in-Control Price’ means the closing price of a Share on the last trading day before the Change in Control occurs.”
2. Section 2(tt) is replaced in its entirety with the following language:
“‘Resignation for Good Reason’ means, unless otherwise specified in an applicable employment agreement between the Company and a
Participant (for the avoidance of doubt, employment agreements entered into with Affiliates or Subsidiaries of the Company shall not be
deemed to be employment agreements with the Company), a material negative change in the employment relationship without the
Participant’s consent; provided (a) the Participant notifies the Company of the material negative change within ninety (90) days of the
occurrence of such change, (b) the material negative change is not cured by the Company within thirty (30) days after receiving notice from
the Participant, and (c) the material negative change is evidenced by any of the following:
(i) material diminution in title, duties, responsibilities or authority;
(ii) reduction of base salary and benefits except for across-the-board changes for Employees at the Participant’s level;
(iii) exclusion from executive benefit/compensation plans;
(iv) relocation of the Participant’s principal business location by the Participant’s employer (the Company, Affiliate, or Subsidiary, as
the case maybe be) of greater than fifty (50) miles;
(v) material breach of the Participant’s employment agreement with the Company, Affiliate or Subsidiary, as the case may be; or
(vi) resignation in compliance with securities/corporate governance applicable law (such as the US Sarbanes-Oxley Act) or rules of
professional conduct specifically applicable to such Participant.”
3. The following new sentence is added to the end of the first paragraph in Article 15:
“Notwithstanding the foregoing, no dividend equivalent described in this Article 15 which is conditioned on exercise of a Nonqualified
Stock Option or a Stock Appreciation Right may be provided under this Plan.”
4. The following new sentence is added to the end of Section 18.2:
“In each case where payment is required under this Section 18.2, such payment shall be made no later than ten (10) business days after the
consummation of such Change in Control.”
5. Section 19.4 is replaced in its entirety with the following language:
“19.4 Amendment to Conform to Law. Notwithstanding any other provision of this Plan to the contrary, the Committee may amend the Plan
or an Award Agreement, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of conforming the Plan
or an Award Agreement to any present or future law relating to plans of this or similar nature (including, but not limited to, Code
Section 409A), and to the administrative regulations and rulings promulgated thereunder. By accepting an Award under this Plan, each
Participant agrees to any amendment made pursuant to this Section 19.4 to any Award granted under the Plan without further consideration
or action.”
6. Section 22.17 is replaced in its entirety with the following language:
“It is the Company’s intent that any Awards granted under this Plan are structured to be exempt from Code Section 409A, or are structured
to comply with the requirements of deferred compensation subject to Code Section 409A. To the extent any Award under this Plan
constitutes deferred compensation (after taking into account the definition of Resignation for Good Reason as provided in Section 2(tt),
and any applicable exemptions from Code Section 409A), and to the extent required by Code Section 409A, no payment will be made to a
Participant who is a ‘specified employee’ (as defined by Code Section 409A) until the earlier of: (i) the first day following the sixth month
anniversary of the Participant’s ‘separation from service,’ as defined by Code Section 409A, or (ii) the Participant’s date of death; provided,
however, that any payments delayed during this six month period shall be paid in the aggregate as soon as administratively practicable
following the sixth month anniversary of the Participant’s separation from service. For purposes of Code Section 409A, each ‘payment’ (as
defined by Code Section 409A) made under this Plan shall be considered a ‘separate payment’ for purposes of Code Section 409A.
Notwithstanding the Company’s intentions, if any Award granted under this Plan would be considered deferred compensation as defined
under Code Section 409A (after taking into account any applicable exemptions), and if this Plan or the terms of an Award fail to meet the
requirements of Code Section 409A with respect to such Award, then such Award shall remain in effect and be subject to taxation in
accordance with Code Section 409A. The Company shall have no liability for any tax imposed on a Participant by Code Section 409A, and if
any tax is imposed on the Participant, the Participant shall have no recourse against the Company for payment of any such tax.”
2
7. The Amendment shall take effect on the date approved by the Board of Directors, i.e., May 6, 2008.
IN WITNESS WHEREOF, the Company has caused this First Amendment to the Plan to be executed.
FOSTER WHEELER LTD.

Exhibit 10.41
FOSTER WHEELER LTD. OMNIBUS INCENTIVE PLAN
Notice of Employee Nonqualified Stock Option Grant
Employee:
Pursuant to the attached Employee Nonqualified Stock Option Agreement, you have been granted a nonqualified stock option to purchase
shares of common stock, $.01 par value per share (a “Share”), of Foster Wheeler Ltd., a Bermuda company (the “Company”) as follows:
Date of Grant: May 15, 2008
Exercise Price Per Share: $ per Common Share
Total Number of Shares Subject to this Option: shares of common stock
Type of Option: Nonqualified Stock Option
Expiration Date: December 31, 2012
Vesting/Exercise Schedule: So long as you are continuously employed by the Company or any Affiliate, and
except as otherwise set forth in Section 5 of the Option Agreement, the Shares
underlying this Option shall vest and become exercisable in accordance with the
following schedule:
• One-third of the Shares subject to the Option shall vest and become
exercisable on December 31, 2008;
• Another one-third of the Shares subject to the Option shall vest and become
exercisable on December 31, 2009; and
• The remaining one-third of the Shares subject to the Option shall vest and
become exercisable on December 31, 2010.
Termination Period: Following your termination of employment with the Company and all its Affiliates, the
Option may be exercised, but only as to Shares that were vested on the date of such
termination, through the Expiration Date set forth above; provided, however, the
Option may terminate as of an earlier date in connection with certain events as set
forth in the Plan and in Section 5 of the Option Agreement.
You are responsible for keeping track of the periods during which the Option may be
exercised, including those periods that apply following your termination of
employment with the Company and all its Affiliates for any reason. The Company will
not provide further notice of such exercise periods.
Transferability: Unless otherwise provided in the Option Agreement or the Plan, this Option may not
be transferred.
By your signature and the signature of the Company’s representative below, you and the Company agree that this Option is granted under
and governed by the terms and conditions of the Foster Wheeler Ltd. Omnibus Incentive Plan and the Employee Nonqualified Stock Option
Agreement, both of which are attached and made a part of this document.
In addition, you agree and acknowledge that your rights to any Shares underlying the Option vest only as you provide services to the
Company or its Affiliates over time, that the grant of the Option is not as consideration for services you rendered to the Company or its
Affiliates prior to your Date of Grant, and that nothing in this Notice or the attached documents confers upon you any right to continue your
employment relationship with the Company or its Affiliates for any period of time, nor does it interfere in any way with your right or the
Company’s (or its Affiliates’) right to terminate that relationship at any time, for any reason, with or without cause.
FOSTER WHEELER LTD.
Participant By: Raymond J. Milchovich

Its: Chairman & CEO
2

Employee Nonqualified Stock Option Agreement
1. Grant of Option. Foster Wheeler Ltd., a Bermuda company (the “Company”), hereby grants to (“Optionee”), an
option (the “Option”) to purchase the total number of shares of common stock (the “Shares”) subject to the Option, set forth in the Notice of
Employee Nonqualified Stock Option Grant (the “Notice”), at the exercise price per Share set forth in the Notice (the “Exercise Price”), subject
to the terms, definitions and provisions of the Foster Wheeler Ltd. Omnibus Incentive Plan (the “Plan”) adopted by the Company, which is
incorporated in this Employee Nonqualified Stock Option Agreement (the “Option Agreement”) by reference. Unless otherwise defined in this
Option Agreement, the terms used in this Option Agreement shall have the meanings defined in the Plan; provided, however, that the term
“Shares” as defined above shall be interpreted to refer to the specific number of shares set forth in the Notice but shall otherwise have the
meaning set forth in Section 2(ww) of the Plan. This Option Agreement shall be deemed executed by the Company and Optionee upon
execution by such parties of the Notice.
2. Designation of Option. This Option is intended to be a Nonqualified Stock Option (as defined in Section 2(bb) of the Plan).
3. Exercise of Option. This Option shall be exercisable during its term in accordance with the Vesting/Exercise Schedule set out in the
Notice and with the provisions of Section 5 of this Option Agreement as follows:
(a) Right to Exercise.
(i) This Option may not be exercised for a fraction of a share of common stock.
(ii) In the event of Optionee’s death, Disability (as defined in Section 2(q) of the Plan), Retirement (which for purposes of this Option
Agreement is as defined in Section 2(vv) of the Plan), or other termination of employment, the exercisability of the Option is governed by
Section 5 below, subject to the limitations contained in this Section 3.
(iii) In no event may this Option be exercised after the Expiration Date of the Option as set forth in the Notice.
(b) Method of Exercise.
(i) This Option shall be exercisable by delivering to the Company a written Notice of Exercise (containing the information described in
Exhibit A hereto, in the form attached as Exhibit A, or in any other form acceptable to the Committee) which shall state Optionee’s
election to exercise the Option, the number of Shares in respect of which the Option is being exercised, and such other representations
and agreements as to the holder’s investment intent with respect to such Shares as may be required by the Company pursuant to the
provisions of the Plan. Such written notice shall be signed by Optionee and shall be delivered to the Company by such means as are
determined by the Committee in its discretion to constitute adequate delivery.
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The written notice shall be accompanied by payment of the Exercise Price. This Option shall be deemed to be exercised upon receipt by
the Company of such written notice accompanied by payment of the Exercise Price.
(ii) As a condition to the exercise of this Option and as further set forth in Article 20 of the Plan, Optionee agrees to make adequate
provision for federal, state or other tax withholding obligations, if any, which arise upon the vesting or exercise of the Option. Optionee
may satisfy withholding tax obligations through either (a) giving instructions to a broker for the sale on the open market of a sufficient
number of shares of common stock of the Company to pay the applicable withholding tax or (b) depositing with the Company an amount
of funds equal to the estimated withholding tax liability. If Optionee fails 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.
(iii) The Company is not obligated, and will have no liability for failure, to issue or deliver any Shares upon exercise of the Option
unless such issuance or delivery would comply with the Applicable Laws (as defined in Section 2(c) of the Plan), with such compliance
determined by the Company in consultation with its legal counsel. This Option may not be exercised if the issuance of such Shares upon
such exercise or the method of payment of consideration for such shares would constitute a violation of any applicable federal or state
securities or other law or regulation, including any rule under Part 221 of Title 12 of the Code of Federal Regulations as promulgated by
the Federal Reserve Board, or other Applicable Laws. As a condition to the exercise of this Option, the Company may require Optionee
to make any representation and warranty to the Company as may be required by the Applicable Laws. Assuming such compliance, for
income tax purposes the Shares shall be considered transferred to Optionee on the date on which the Option is exercised with respect to
such Shares. The Company may postpone issuing and delivering any Shares for so long as the Company reasonably determines to be
necessary to satisfy the following:
(A) its completing or amending any securities registration or qualification of the Shares or its or the Optionee’s satisfying any
exemption from registration under any federal or state law, rule, or regulation;
(B) its receiving proof it considers satisfactory that a person seeking to exercise the Option after the Optionee’s death is entitled to
do so;
(C) the Optionee complying with any requests for representations under the Plan;
(D) the Optionee complying with any federal, state, or local tax withholding obligations; and
(E) its compliance with the restrictions of Code Section 409A to the extent applicable, including any final regulations issued
pursuant thereto, including the Committee’s right to amend any provision of this Option Agreement, to the extent necessary to
comply with Code Section 409A.
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4. Method of Payment. Payment of the Exercise Price (in US dollars) shall be by any of the following, or a combination of the following, at
the election of Optionee:
(a) cash or cashier’s check;
(b) through a cashless (broker-assisted) exercise; or
(c) a combination of paragraphs (a) and (b) immediately above.
5. Termination of Relationship; Vesting Acceleration on Certain Events. Following the date of the Optionee’s termination of employment
for any reason (the “Termination Date”), Optionee may exercise the Option only as set forth in the Notice and this Section 5. To the extent that
Optionee is not vested in the Shares as of his or her Termination Date, the Option shall terminate as to unvested Shares as of the Termination
Date. If Optionee does not exercise this Option as to vested Shares prior to the earlier of the Expiration Date of the Option as set forth in the
Notice or the relevant dates specified below in this Section 5, the Option shall terminate in its entirety. In no event, may the Option be
exercised as to any Shares after the Expiration Date of the Option as set forth in the Notice.
(a) Termination as a Result of Death or Disability. In the event of the Optionee’s termination of employment as a result of his or her
death or Disability (as defined in Section 2(q) of the Plan), any unvested Shares under the Option shall immediately become fully vested and
exercisable and all remaining Shares subject to the Option shall remain exercisable until the earlier of:
(i) the Expiration Date; or
(ii) the one (1) year anniversary of the day the Optionee terminates employment or service due to death or Disability.
In the event of the Optionee’s death, the Optionee’s beneficiary or estate may exercise the vested Shares under the Option.
(b) Termination as a Result of Involuntary Termination or Resignation for Good Reason. In the event of the Optionee’s termination of
employment as a result of his or her Involuntary Termination (as defined in Section 2(aa) of the Plan) or Resignation for Good Reason (as
defined in Section 2(tt) of the Plan), any unvested Shares under the Option shall immediately become fully vested and exercisable and all
remaining Shares subject to the Option shall remain exercisable until the earlier of:
(ii) the six (6) month anniversary of the day the Optionee terminates employment due to an Involuntary Termination or Resignation for
Good Reason; provided, however, that in the event that applicable securities law (including Section 306 of the Sarbanes-Oxley Act), a
rule or listing requirement of the principal stock exchange on which the Company’s Shares are listed, or the Company’s blackout or stock
trading policy prohibits the Optionee from trading in Shares (collectively, a
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“Blackout”) during any portion of the six-month exercise period, then the running of such six-month exercise period shall be suspended
until the first date on which the Blackout is lifted by the Company as it relates to the Optionee, or in the opinion of the Company’s legal
counsel or legal compliance officer, the Blackout no longer applies, but in no event shall such Option be exercisable after the Expiration
Date.
(c) Termination as a Result of Retirement. In the event of the Optionee’s termination of employment as a result of his or her Retirement,
the vesting of the Option shall accelerate such that Optionee shall be vested in and able to exercise the Option as of the Termination Date
as to that number of Shares subject to the Option that equals the product of:
(i) the total number of Shares subject to the Option, times
(ii) a ratio, the numerator of which is the total number of months of employment from May 15, 2008 to the end of the month in which
the date of termination due to Retirement occurs, and the denominator of which is thirty-one and one-half (31.5), rounded to the nearest
whole number; less
(iii) the total number of Shares in which you have previously vested prior to your date of Retirement.
The remaining portion of the unvested and unexercisable Option which is not accelerated for vesting purposes shall be immediately
forfeited.
Example: The following example is included merely for demonstrative purposes.
Ann is granted 1,000 Options on May 15, 2008. She will vest in her Options as follows: (1) 333 Options on December 31, 2008, (2) 333
Options on December 31, 2009, and (3) 334 Options on December 31, 2010. Ann subsequently announces her Retirement effective June 1,
2009.
As of June 1, 2009, Ann will immediately vest in additional Shares underlying the unvested Options equal to the amount of 111 (equal to
1,000 Options multiplied by 14 months of employment divided by 31.5 reduced by 333 Shares previously vested).
All vested Shares subject to the Option (including those Shares under the Option which become immediately vested and exercisable
pursuant to this paragraph (c)) shall remain exercisable until the earlier of:
(A) the Expiration Date; or
(B) the thirty-sixth (36) month anniversary of the day the Optionee terminates employment due to Retirement.
The unvested portion of the Option shall be immediately forfeited.
(d) Termination for Cause. In the event the Optionee’s employment is terminated for Cause (as defined in Section 2(i) of the Plan), all
unvested Shares under the Option and all unexercised, vested Shares under the Option shall expire immediately, be
6
forfeited and considered null and void, and the provisions of Section 9 of this Option Agreement shall control.
(e) Termination — General. In the event of the Optionee’s termination of employment other than as a result of Optionee’s death,
Disability (as defined in Section 2(q) of the Plan), Involuntary Termination (as defined in Section 2(aa) of the Plan), Resignation for Good
Reason (as defined in Section 2(tt) of the Plan), Retirement, or Cause (as defined in Section 2(i) of the Plan), Optionee may, to the extent he
or she is otherwise vested in the Option at the Termination Date, exercise such Options and such Options shall remain exercisable until the
earlier of:
(ii) the date which is thirty (30) days after the day the Optionee terminates employment for reasons other than as a result of Optionee’s
death, Disability (as defined in Section 2(q) of the Plan), Involuntary Termination (as defined in Section 2(aa) of the Plan), Resignation for
Good Reason (as defined in Section 2(tt) of the Plan), Retirement, or Cause (as defined in Section 2(i) of the Plan); provided, however,
that in the event of a Blackout during any portion of the 30-day exercise period, then the running of such 30-day exercise period shall be
suspended until the first date on which the Blackout is lifted by the Company as it relates to the Optionee, or in the opinion of the
Company’s legal counsel or legal compliance officer, the Blackout no longer applies, but in no event shall such Option be exercisable
after the Expiration Date.
The unvested portion of the Option shall be immediately forfeited.
(f) Change in Control Acceleration. In the event of a Change in Control (as defined in Section 2(j) of the Plan) which closes on a date
prior to an Optionee’s termination of employment, any unvested Shares under the Option shall immediately become fully vested and
exercisable and all remaining Shares subject to the Option shall remain exercisable through their Expiration Date, effective as of immediately
prior to consummation of the Change in Control. Notwithstanding the foregoing, to the extent that an employment, change in control or
other agreement or arrangement with the Company or an Affiliate provides benefits of greater value upon a Change in Control that those
provided in this paragraph (f), the rights set forth in such other agreement shall supersede the provisions of this paragraph (f).
Comparatively, to the extent that an employment, change in control or other agreement or arrangement with the Company or an Affiliate
provides benefits of lesser value upon a Change in Control that those provided in this paragraph (f), the rights set forth in this paragraph
(f) shall supersede the provisions of such other agreement.
(g) Other Termination Events. Notwithstanding anything to the contrary contained in this Option Agreement, the Option will terminate
and expire immediately upon the occurrence of the circumstances set forth in Section 11.2 of the Plan, and the provisions of Section 9 of the
Option Agreement shall control.
6. Relation of Other Agreement(s) to Option. As an express condition to acceptance of this Option, subject to the special exception
provided under Section 5(f) of this Option Agreement (which governs a Change in Control situation), you agree that:
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(a) Except to the extent you are or subsequently become a party to a written service or other agreement with the Company (such
agreement(s), which for the avoidance of doubt, do not include any agreements entered into with Affiliates or Subsidiaries of the Company)
(the “Other Agreement”), the only vesting and lapse of forfeiture restriction provisions that govern the Option under this Option
Agreement are set forth in Section 5 of this Option Agreement;
(b) To the extent that the vesting and lapse of forfeiture restriction provisions of this Option Agreement or the Plan’s terms are
inconsistent with an Other Agreement, the provisions of your Other Agreement shall govern and control, subject to the special exception
provided under Section 5(f) of this Option Agreement (which governs a Change in Control situation); and
(c) Except as expressly provided in paragraph (b) above, the terms of any Other Agreement shall in no way alter or amend, or provide
additional rights or benefits, under the Option governed by this Option Agreement.
7. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or
distribution and may be exercised during the lifetime of Optionee only by him or her. The terms of this Option shall be binding upon the
executors, administrators, heirs, successors and assigns of Optionee.
8. 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 shall:
(a) adjust proportionately the number of Shares covered by the Option and the Exercise Price 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 Option is not terminated upon
consummation of such merger or consolidation, modify such Option to pertain to and apply to the securities or other property to which a
holder of the number of shares subject to the unexercised portion of this Option would have been entitled upon such consummation.
Notwithstanding anything to the contrary, such adjustments by the Committee shall be final, binding and conclusive.
9. Forfeiture Events. Upon the occurrence of any of the events set forth in Section 11.2 of the Plan (a “Forfeiture Event”), Optionee, without
any further action by the Company or Optionee, shall forfeit, as of the first day of any such Forfeiture Event:
(a) all right, title and interest to this Option;
(b) any Shares issued upon exercise of the Option then owned by the Optionee;
8
and
(c) any and all profits realized by the Optionee, on an after-tax basis, pursuant to any sales or transfer of any Shares previously
subject to the Option within the six (6) month period prior to the date of such Forfeiture Event.
Additionally, the Company shall have the right to issue a stop transfer order and other appropriate instructions to its transfer agent with
respect to this Option and the Shares, and the Company further shall be entitled to reimbursement from the Optionee of any fees and expenses
(including attorneys’ fees) incurred by or on behalf of the Company in enforcing the Company’s rights under this Section 9. By accepting this
Option Grant, the Optionee hereby consents to a deduction from any amounts the Company owes to Optionee from time to time (including
amounts owed to the Optionee as compensation as well as any other amounts owed to Optionee by the Company), to the extent of any
amounts that the Optionee owes to the Company under this Section 9. Whether or not the Company elects to make any set-off in whole or in
part, if the Company does not recover by means of set-off the full amount the Optionee owes to the Company, calculated as set forth above,
the Optionee agrees to pay immediately the unpaid balance to the Company.
10. US Tax Consequences. Below is a brief summary as of the date of this Option of certain United States federal tax consequences of
exercise of this nonqualified stock option 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. OPTIONEE SHOULD CONSULT A TAX
ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES. There may be a regular federal (and state) income tax
liability upon your exercise of the Option. You will be treated as having received compensation income (taxable at ordinary income tax rates)
equal to the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. If you are an Employee (as
defined in Section 2(s) of the Plan), the Company will be required to withhold from your compensation or collect from you and pay to the
applicable taxing authorities an amount of income and employment taxes equal to a percentage of this compensation income at the time of
exercise. If Shares issued upon exercise of this Option 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 exercise of this Option to satisfy any
applicable withholding tax obligations that apply thereto.
11. Effect of Agreement. Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and
provisions thereof (and has had an opportunity to consult counsel regarding the Option terms), and hereby accepts this Option and agrees to
be bound by its contractual terms as set forth herein and in the Plan. Optionee hereby agrees to accept as binding, conclusive and final all
decisions and interpretations of the Committee (as defined in Section 2(m) of the Plan) regarding any questions relating to the Option. In the
event of a conflict between the terms and provisions of the Plan and the terms and provisions of the Notice and this Option Agreement, the
Plan terms and provisions shall prevail.
12. Governing Law. The laws of the state of New Jersey, without giving effect to principles of conflicts of law, will apply to the Plan, to the
Option and the Option Agreement (including the Notice). The Company agrees, and Optionee agrees as a condition to acceptance of the
Option, to submit to the jurisdiction of the courts located in the jurisdiction in which the Optionee is employed, or was most recently
employed, by the Company.
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13. Data Protection. Optionee acknowledges and agrees (by executing this Option Agreement) to the collection, use, processing and
transfer of certain personal data as described in this Section 13. The Optionee understands that he or she is not obliged to consent to such
collection, use, processing and transfer of personal data. However, the Optionee understands that his or her failure to provide such consent
may affect his or her ability to participate in the Plan. The Optionee understands that the Company may hold certain personal information
about the Optionee, including his or her name, social security number (or other tax identification number), salary, nationality, job title, position
evaluation rating along with details of all past awards and current awards outstanding under the Plan, for the purpose of managing and
administering the Plan (the “Data”). The Company, or its Affiliates, will transfer Data amongst themselves as necessary for the purpose of
implementation, administration and management of the Plan. The Company and/or any of it Affiliates may further transfer Data to any third
parties assisting the Company in the implementation, administration and management of the Plan. These various recipients of Data may be
located in elsewhere throughout the world. The Optionee authorizes these various recipients of Data to receive, possess, use, retain and
transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Plan, including any required
transfer of such Data as may be required for the subsequent holding of Shares subject to the Option on the Optionee’s behalf by a broker or
other third party with whom the Optionee may elect to deposit any Shares subject to the Option acquired pursuant to the Plan. The Optionee
understands that he or she may, at any time, review Data with respect to the Optionee and require any necessary amendments to such Data.
The Optionee also understands that he or she may withdraw the consents to use Data herein by notifying the Company in writing; however,
the Optionee understands that by withdrawing his or her consents to use Data, the Optionee may affect his or her ability to participate in the
Plan.
14. Employment Matters. The award of this Option does not form part of your entitlement to remuneration or benefits in terms of your
employment with your employer. Your terms and conditions of employment are not affected or changed in any way by this Option or by the
terms of the Plan or this Option Agreement. No provision of this Option Agreement or of the Option granted hereunder shall give the Optionee
any right to continue in the service or employ of the Company or any Affiliate, create any inference as to the length of employment or service
of the Optionee, affect the right of the Company or any Affiliate to terminate the employment or service of the Optionee, with or without Cause
(as defined in Section 2(i) of the Plan), or give the Optionee any right to participate in any employee welfare or benefit plan or other program
(other than the Plan) of the Company or any Affiliate. Optionee acknowledges and agrees (by executing this Option Agreement) that the
granting of Options under this Option Agreement are made on a fully discretionary basis by the Company and that this Option Agreement
does not lead to a vested right to further Option awards in the future. Further, the Options set forth in this Option Agreement constitute a non-
recurrent benefit and the terms of this Option Agreement are only applicable to the Options distributed pursuant to this Option Agreement.
15. Tax Provisions Applicable to Non-US Persons. This Section 15 shall apply to you if you are resident in and/or subject to the laws of a
country other than the United States at the time of grant of this Option and during the period in which you hold this Option or the Shares
issued pursuant thereto.
(a) Applicable if you are not a US person (including as to UK persons): You hereby agree to indemnify and keep indemnified the
Company and any Affiliate from and against any liability for, or obligation to pay, income tax and employer’s and/or employee’s national
insurance or social security contributions arising on the grant of the Option, vesting
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of the Shares or the exercise of the Option.

(b) Applicable if you are a UK person: Where any obligation to pay income tax or employee’s national insurance contributions or
social security contributions (any such obligation or contribution, a “Tax Liability”) arises, the Company or any Affiliate may recover from
you an amount of money sufficient to meet the Tax Liability by any of the following arrangements:
(i) deduction from salary or other payments due to you; or
(ii) withholding from the issuance to you of that number of Shares (otherwise to be acquired by you on exercise of the Option)
whose aggregate Fair Market Value on the date of exercise is, so far as possible, equal to but neither less than nor more than the amount
of Tax Liability.
16. Severability. In the event that any provision of this Option Agreement shall be held illegal or invalid for any reason, the illegality or
invalidity shall not affect the remaining parts of this Option Agreement, and this Option Agreement shall be construed and enforced as if the
illegal or invalid provision had not been included.
17. 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.
18. Amendment of Nonqualified Stock Option. The Committee may at any time amend, alter, suspend or discontinue the Plan, but no
amendment, alteration, suspension or discontinuation (other than as explicitly permitted under the Plan) shall be made that would adversely
affect your rights under this Option Agreement without your consent.
19. Representations. As a condition to your receipt of this Option, 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 Option;
(b) You are acquiring the Option and the Shares subject thereto 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);
(c) You understand that neither Option nor the 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 exercise of this Option without registration of
such resale in relevant State jurisdictions, the Company may require you to furnish the Company with an opinion of counsel acceptable to
the Company that you may sell or transfer such Shares pursuant to an available exemption
11
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 exercise of this Option, the Company may require you to furnish contemporaneously dated
representations similar to those set forth in this Section 19.
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EXHIBIT A

Employee’s Notice of Exercise of Nonqualified Stock Option
To: Foster Wheeler Ltd.

Attn: Stock Option Administrator
Subject: Notice of Intention to Exercise Stock Option
This is official notice that the undersigned (“Optionee”) intends to exercise Optionee’s option to purchase Common Shares of
Foster Wheeler Ltd., under and pursuant to the Company’s Omnibus Incentive Plan and the Option Agreement dated :
Date of Exercise:
Number of Shares:
Exercise Price:
Method of Payment of Exercise Price:
Social Security Number:
The Shares should be issued as follows:
Name:
Address:
Signed:
Date:
Exhibit 10.43

Employee Restricted Stock Unit Award Agreement
Name of Participant:
Number of Restricted Stock Units

Awarded:
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
Unit Award (the “Restricted Stock Unit 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 Employee Restricted Stock
Unit Award Agreement (the “Agreement”) have the meanings ascribed to them in the Plan.
1. Acceptance of Restricted Stock Unit 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 the number of Restricted Stock Units (the “Units”) set forth above. Units will be settled only in Shares of common stock of the
Company on a one Share for one Unit basis, rounded up or down to the nearest whole Share, and not in cash.
2. Relation of Restricted Stock Unit Award to Other Agreement(s). As an express condition to acceptance of this Restricted Stock Unit
Award, subject to the special exception provided under Section 3(g) of this Agreement (which governs a Change in Control situation), you
agree that:
(the “Other Agreement”), the only vesting and lapse of forfeiture restriction provisions that govern the Restricted Stock Unit Award under
this Agreement are set forth in Section 3 of this Agreement;
(b) To the extent that the vesting and lapse of forfeiture restriction provisions of this Agreement or the Plan’s terms are inconsistent with
an Other Agreement, the provisions of your Other Agreement shall govern and control, subject to the special exception provided under
Section 3(g) of this Agreement (which governs a Change in Control situation); and
additional rights or benefits, under the Restricted Stock Unit Award governed by this Agreement.
3. Vesting; Termination of Restricted Stock Unit Award.
(a) General Vesting Rule. You will be issued Shares in settlement of the Units only as you vest in the Units, meaning that the Units will
be settled in Shares on the day on which you vest in any portion of the Units (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 except as otherwise set forth in this
Section 3, the Units shall vest and your right to receive and retain the Shares in settlement of such Units will become nonforfeitable in
accordance with the following schedule:
(i) One-third of the Units shall vest on December 31, 2008;
(ii) Another one-third of the Units shall vest on December 31, 2009; and
(iii) The remaining one-third of the Units shall vest on December 31, 2010.
(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 2(q) of the Plan), any unvested Units shall immediately vest as of the date of such termination for death or Disability.
(c) Termination as a Result of Involuntary Termination or Resignation 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 Resignation for Good Reason (as
defined in Section 2(tt) of the Plan), any unvested Units shall immediately vest as of the date of such Involuntary Termination or
Resignation for Good Reason.
(d) Termination as a Result of Retirement. In the event of your termination of employment as a result of your Retirement (which for
purposes of this Agreement is as defined in Section 2(vv) of the Plan), any unvested Units shall vest pro-rata as of the date of your
termination due to Retirement based on the following formula:
(i) the total number of Units, times
(ii) a ratio, the numerator of which is the total number of months of employment from May 15, 2008 to the end of the month in which
the date of termination due to Retirement occurs, and the denominator of which is thirty-one and one-half (31.5), rounded to the nearest
whole number; less
(iii) the total number of Units in which you have previously vested prior to your date of Retirement.
The remaining portion of the unvested Units which are not accelerated for vesting purposes shall be immediately forfeited.
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Ann is granted 1,000 Units on May 15, 2008. She will vest in her Units as follows: (1) 333 Units on December 31, 2008, (2) 333 Units on
December 31, 2009, and (3) 334 Units on December 31, 2010. Ann subsequently announces her Retirement effective June 1, 2009.
As of June 1, 2009, Ann will immediately vest in additional unvested Units equal to the amount of 111 (equal to 1,000 Units multiplied by
14 months of employment divided by 31.5 reduced by 333 Units previously vested).
(e) Termination for Cause. In the event your employment is terminated for Cause (as defined in Section 2(i) of the Plan), all unvested
Units and all Shares received upon settlement of vested Units shall expire immediately, be forfeited and considered null and void, and the
provisions of Section 4 of this Agreement shall control.
(f) Termination — General. In the event of your termination of employment other than as a result of your death, Disability (as defined in
Section 2(q) of the Plan), Involuntary Termination (as defined in Section 2(aa) of the Plan), Resignation for Good Reason (as defined in
Section 2(tt) of the Plan), Retirement, or Cause (as defined in Section 2(i) of the Plan), all unvested Units shall expire immediately, be
forfeited and considered null and void.
(g) Change in Control Acceleration. In the event of a Change in Control (as defined in Section 2(j) of the Plan) which closes on a date
prior to your termination of employment, any unvested Units shall immediately become fully vested, effective as of immediately prior to
consummation of the Change in Control. Notwithstanding the foregoing, to the extent that an employment, change in control or other
agreement or arrangement with the Company or an Affiliate provides benefits of greater value upon a Change in Control that those
provided in this paragraph (g), the rights set forth in such other agreement shall supersede the provisions of this paragraph (g).
Comparatively, to the extent that an employment, change in control or other agreement or arrangement with the Company or an Affiliate
provides benefits of lesser value upon a Change in Control that those provided in this paragraph (g), the rights set forth in this paragraph
(g) shall supersede the provisions of such other agreement.
(h) Other Termination Events. Notwithstanding anything to the contrary contained in this Agreement, the Units will terminate and expire
immediately upon the occurrence of the circumstances set forth in Section 11.2 of the Plan, and the provisions of Section 4 of this
Agreement shall control.
(i) Forfeiture Price. In the event that any Shares previously issued to you on settlement of the Units are required to be forfeited under
Section 3(e) or Section 3(h), then the Company will have the right (but not the obligation) to repurchase any or all of such forfeited Shares
for $0.001 per Share. The Company will have ninety (90) days from the date of any event giving rise to forfeiture under Section 3(e) or
Section 3(h), as the case may be, within which to effect a repurchase of any or all of the Shares subject to such forfeiture conditions. The
Company’s right to repurchase the Shares under this paragraph (i) is
3
assignable by the Company, in its sole discretion, to an Affiliate or other party to whom such rights can be assigned under the Applicable
Laws (as defined in Section 2(c) of the Plan).
4. Forfeiture Events. In addition to the rights available to the Company under Section 3(i) immediately above, upon the occurrence of any of
the events set forth in Section 11.2 of the Plan (a “Forfeiture Event”), you, without any further action by the Company or you, shall forfeit, as
of the first day of any such Forfeiture Event:
(a) all right, title and interest to these Units;
(b) any Shares received upon settlement of these Units then owned by you; and
(c) any and all profits realized by you, on an after-tax basis, pursuant to any sales or transfer of any Shares received upon settlement of
these Units within the six (6) month period prior to the date of such Forfeiture Event.
respect to this Unit and the Shares, and the Company further shall be entitled to reimbursement from you of any fees and expenses (including
attorneys’ fees) incurred by or on behalf of the Company in enforcing the Company’s rights under this Section 4. By accepting this Restricted
Stock Unit Award, you hereby consent to a deduction from any amounts the Company owes to you from time to time (including amounts
owed to you as compensation as well as any other amounts owed to you by the Company), to the extent of any amounts that you owe to the
Company under this Section 4. Whether or not the Company elects to make any set-off in whole or in part, if the Company does not recover by
means of set-off the full amount you owe to the Company, calculated as set forth above, you agree to pay immediately the unpaid balance to
the Company.
5. Share Certificates. Share certificates (the “Certificate”) evidencing the settlement of Units 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.
(a) adjust proportionately the number of Units 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 Units are not terminated upon
consummation of such merger or consolidation, modify such Units to pertain to and apply to the securities or other property to
4
which a holder of the number of shares subject to the Units would have been entitled upon such consummation.
7. Tax Withholding Obligations. As a condition to receipt of Shares upon settlement of the Units, you acknowledge your obligation with
respect to any tax or similar withholding obligations that may arise in connection with receipt or vesting of the Units and/or receipt of the
Shares. Pursuant to Article 20 of the Plan, you may satisfy withholding tax obligations through either (a) giving instructions to a broker for the
sale on the open market of a sufficient number of Shares to pay the applicable withholding tax or (b) depositing with the Company an amount
of funds equal to the estimated withholding tax liability. If you fail to satisfy such obligations in either of these ways, the Company may
require that the Shares otherwise scheduled to be settled upon vesting of the Units on any given date be forfeited. You understand that the
Company’s rights to ensure satisfaction of applicable withholding obligations with respect to the settlement of Units may require planning on
your part, in advance of the expected Vesting Date(s) specified in Section 3 above. The Company will not deliver any of the Shares until and
unless you have made proper provision for all applicable tax and similar withholding obligations.
8. US Tax Consequences. Below is a brief summary as of the date of this Restricted Stock Unit Award of certain United States federal tax
consequences of the award of the Units and disposition of the Shares upon settlement of the Units 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 SETTLEMENT OF THIS RESTRICTED STOCK UNIT AWARD OR DISPOSING OF THE
SHARES. There may be a regular federal (and state) income tax liability when the Units vest 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 underlying
the Units on the date of vesting (i.e., when the forfeiture provisions lapse). If Shares issued upon vesting of this Restricted Stock Unit 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 Unit 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 Units’ terms), and hereby accept this Restricted Stock Unit 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 (as defined in Section 2(m) of the Plan) regarding any questions relating to the Units. 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.
10. Restriction on Transferability. Until settlement of the Units upon issuance to you of the Shares subject thereto, the Units 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.
5
11. Voting Rights. You will have no voting or any other rights as a shareholder of the Company with respect to the Units prior to the date
on which you are issued the Shares in settlement thereof. Upon settlement of the Units into Shares, you will obtain full voting and other rights
as a shareholder of the Company.
12. Designation of Beneficiaries. You may, in accordance with procedures established by the Committee (as defined in Section 2(m) of the
Plan), designate one or more beneficiaries to receive all or part of any Shares to be distributed to you hereunder on settlement of Units 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 Unit Award. The Committee may at any time amend, alter, suspend or discontinue the Plan, but no
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 Unit Award and this Agreement. The Company agrees, and you agree as a condition to acceptance of the Restricted Stock
Unit 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. Data Protection. You acknowledge and agree (by executing this Agreement) to the collection, use, processing and transfer of certain
personal data as described in this Section 15. You understand that you are not obliged to consent to such collection, use, processing and
transfer of personal data. However, you understand your failure to provide such consent may affect your ability to participate in the Plan. You
understand that the Company may hold certain personal information about you, including your name, social security number (or other tax
identification number) salary, nationality, job title, position evaluation rating along with details of all past awards and current awards
outstanding under the Plan, for the purpose of managing and administering the Plan (the “Data”). The Company, or its Affiliates, will transfer
Data amongst themselves as necessary for the purpose of implementation, administration and management of the Plan. The Company and/or
any of it Affiliates may further transfer Data to any third parties assisting the Company in the implementation, administration and management
of the Plan. These various recipients of Data may be located elsewhere throughout the world. You authorize these various recipients of Data to
receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing
the Plan, including any required transfer of such Data as may be required for the subsequent holding of Shares subject to the Unit on your
behalf by a broker or other third party with whom you may elect to deposit any Shares subject to the Unit acquired pursuant to the Plan. You
understand that you may, at any time, review Data with respect to you and require any necessary amendments to such Data. You also
understand that you may withdraw the consents to use Data herein by notifying the Company in writing; however, you understand that by
withdrawing your consent to use Data, you may affect your ability to participate in the Plan.
6
16. Employment Matters. This Restricted Stock Unit Award does not form part of your entitlement to remuneration or benefits in terms of
your employment by the Company. Your terms and conditions of employment are not affected or changed in any way by this Restricted Stock
Unit Award or by the terms of the Plan or this Agreement. No provision of this Agreement or of the Restricted Stock Unit Award granted
hereunder shall give you any right to continue in the employment of the Company or any Affiliate, create any inference as to the length of
your employment, affect the right of the Company or any Affiliate to terminate your employment, with or without Cause (as defined in Section
2(i) of the Plan), or give you any right to participate in any employee welfare or benefit plan or other program (other than the Plan) of the
Company or any Affiliate. You acknowledge and agree (by executing this Agreement) that the granting of the Restricted Stock Unit Award
under this Agreement is made on a fully discretionary basis by the Company and that this Agreement does not lead to a vested right to further
awards in the future. Further, the Restricted Stock Unit Award set forth in this Agreement constitutes a non-recurrent benefit and the terms of
this Agreement are only applicable to the Units awarded pursuant to this Agreement.
country other than the United States at the time of grant of the Restricted Stock Unit Award and during the period in which you hold this
Restricted Stock Unit Award or the Shares issued upon settlement thereof.
Company and any Affiliate from and against any liability for, or obligation to pay, income tax and employer’s and/or employee’s national
insurance or social security contributions arising on the grant of the Restricted Stock Unit Award, vesting of the Restricted Stock Unit
Award or the issuance of the Shares upon settlement.
(b) Applicable if you are a UK person: Where any obligation to pay income tax or employee’s national insurance contributions or social
security contributions (any such obligation or contribution, a “Tax Liability”) arises, the Company or any Affiliate may recover from you an
amount of money sufficient to meet the Tax Liability by any of the following arrangements:
(ii) withholding from the issuance to you of that number of Shares (otherwise to be acquired by you upon settlement of the Units)
of Tax Liability.
If the Participant is unable to satisfy his or her Tax Liability pursuant to either subparagraph (i) or clause (ii) above, the Company may
additionally cause the forfeiture of any Shares otherwise scheduled to become vested under the Restricted Stock Unit Award on a given
date to avoid imposition of any Tax Liability to the Participant.
18. 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
7
Agreement, and this Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.
20. Representations. As a condition to your receipt of this Restricted Stock Unit Award and the Shares to be issued on settlement 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 Unit Award;
(b) You are acquiring the Restricted Stock Unit Award and the Shares subject thereto 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);
(c) You understand that neither the Units nor the Shares have been registered in all State jurisdictions within the United States, and that
(d) You further understand that prior to any resale by you of the Shares acquired upon settlement of these Units without registration of
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 settlement of these Units, the Company may require you to furnish contemporaneously dated
[SPACE INTENTIONALLY LEFT BLANK]
8
By your signature below, you indicate your acceptance of the terms of this Restricted Stock Unit 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 theCompany 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:

Participant
Acknowledged and Agreed to by Company:

Chairman & CEO
Exhibit 10.45

Notice of Director Nonqualified Stock Option Grant
Director:
Pursuant to the attached Director Nonqualified Stock Option Agreement, you have been granted a nonqualified stock option to purchase
shares of common stock, $.01 par value per share (a “Share”), of Foster Wheeler Ltd., a Bermuda company (the “Company”) as follows:
Exercise Price Per Share: $ per Common Share
Total Number of Shares Subject to this

shares of common stock
Option:
Type of Option: Nonqualified Stock Option
Expiration Date: December 31, 2012
Vesting/Exercise Schedule: So long as you provide continuous service to the Company or any Affiliate, and except as
otherwise set forth in Section 5 of the Option Agreement, the Shares underlying this Option
shall vest and become exercisable on December 31, 2008.
Termination Period: Following your termination of service with the Company and all its Affiliates, the Option may
be exercised, but only as to Shares that were vested on the date of such termination, through
the Expiration Date set forth above; provided, however, the Option may terminate as of an
earlier date in connection with certain events as set forth in the Plan and in Section 5 of the
Option Agreement.
You are responsible for keeping track of the periods during which the Option may be exercised,
including those periods that apply following your termination of service with the Company and
all its Affiliates for any reason. The Company will not provide further notice of such exercise
periods.
Transferability: Unless otherwise provided in the Option Agreement or the Plan, this Option may not be
transferred.
By your signature and the signature of the Company’s representative below, you and the Company agree that this Option is granted under
and governed by the terms and conditions of the Foster Wheeler Ltd. Omnibus Incentive Plan and the Director Nonqualified Stock Option
Agreement, both of which are attached and made a part of this document.
In addition, you agree and acknowledge that your rights to any Shares underlying the Option vest only as you provide services to the
Company or its Affiliates over time, that the grant of the Option is not as consideration for services you rendered to the Company or its
Affiliates prior to your Date of Grant, and that nothing in this Notice or the attached documents confers upon you any right to continue your
service relationship with the Company or its Affiliates for any period of time, nor does it interfere in any way with your right or the Company’s
(or its Affiliates’) right to terminate that relationship at any time, for any reason, with or without cause.
FOSTER WHEELER LTD.
Participant By: Raymond J. Milchovich

Its: Chairman & CEO
2

Director Nonqualified Stock Option Agreement
1. Grant of Option. Foster Wheeler Ltd., a Bermuda company (the “Company”), hereby grants to (“Optionee”), an option (the
“Option”) to purchase the total number of shares of common stock (the “Shares”) subject to the Option, set forth in the Notice of Director
Nonqualified Stock Option Grant (the “Notice”), at the exercise price per Share set forth in the Notice (the “Exercise Price”), subject to the
terms, definitions and provisions of the Foster Wheeler Ltd. Omnibus Incentive Plan (the “Plan”) adopted by the Company, which is
incorporated in this Director Nonqualified Stock Option Agreement (the “Option Agreement”) by reference. Unless otherwise defined in this
Option Agreement, the terms used in this Option Agreement shall have the meanings defined in the Plan; provided, however, that the term
“Shares” as defined above shall be interpreted to refer to the specific number of shares set forth in the Notice but shall otherwise have the
meaning set forth in Section 2(ww) of the Plan. This Option Agreement shall be deemed executed by the Company and Optionee upon
execution by such parties of the Notice.
2. Designation of Option. This Option is intended to be a Nonqualified Stock Option (as defined in Section 2(bb) of the Plan).
3. Exercise of Option. This Option shall be exercisable during its term in accordance with the Vesting/Exercise Schedule set out in the
Notice and with the provisions of Section 5 of this Option Agreement as follows:
(a) Right to Exercise.
(i) This Option may not be exercised for a fraction of a share of common stock.
(ii) In the event of Optionee’s death, Disability (as defined in Section 2(q) of the Plan) or other termination of service, the exercisability
of the Option is governed by Section 5 below, subject to the limitations contained in this Section 3.
(iii) In no event may this Option be exercised after the Expiration Date of the Option as set forth in the Notice.
(b) Method of Exercise.
(i) This Option shall be exercisable by delivering to the Company a written Notice of Exercise (containing the information described in
Exhibit A hereto, in the form attached as Exhibit A, or in any other form acceptable to the Committee) which shall state Optionee’s
election to exercise the Option, the number of Shares in respect of which the Option is being exercised, and such other representations
and agreements as to the holder’s investment intent with respect to such Shares as may be required by the Company pursuant to the
provisions of the Plan. Such written notice shall be signed by Optionee and shall be delivered to the Company by such means as are
determined by the Committee in its discretion to constitute adequate delivery. The written notice shall be accompanied by payment of
the Exercise Price. This
3
Option shall be deemed to be exercised upon receipt by the Company of such written notice accompanied by payment of the Exercise
Price.
(ii) The Company is not obligated, and will have no liability for failure, to issue or deliver any Shares upon exercise of the Option
unless such issuance or delivery would comply with the Applicable Laws (as defined in Section 2(c) of the Plan), with such compliance
determined by the Company in consultation with its legal counsel. This Option may not be exercised if the issuance of such Shares upon
such exercise or the method of payment of consideration for such shares would constitute a violation of any applicable federal or state
securities or other law or regulation, including any rule under Part 221 of Title 12 of the Code of Federal Regulations as promulgated by
the Federal Reserve Board, or other Applicable Laws. As a condition to the exercise of this Option, the Company may require Optionee
to make any representation and warranty to the Company as may be required by the Applicable Laws. Assuming such compliance, for
income tax purposes the Shares shall be considered transferred to Optionee on the date on which the Option is exercised with respect to
such Shares. The Company may postpone issuing and delivering any Shares for so long as the Company reasonably determines to be
necessary to satisfy the following:
(A) its completing or amending any securities registration or qualification of the Shares or its or the Optionee’s satisfying any
exemption from registration under any federal or state law, rule or regulation;
(B) its receiving proof it considers satisfactory that a person seeking to exercise the Option after the Optionee’s death is entitled to
do so;
(C) the Optionee complying with any requests for representations under the Plan; and
(D) its compliance with the restrictions of Code Section 409A to the extent applicable, including any final regulations issued
pursuant thereto, including the Committee’s right to amend any provision of this Option Agreement to the extent necessary to comply
with Code Section 409A.
4. Method of Payment. Payment of the Exercise Price (in US dollars) shall be by any of the following, or a combination of the following, at
the election of Optionee:
(a) cash or cashier’s check;
(b) through a cashless (broker-assisted) exercise; or
(c) a combination of paragraphs (a) and (b) immediately above.
5. Termination of Relationship; Vesting Acceleration on Certain Events. Following the date of the Optionee’s termination of service for
any reason (the “Termination Date”), Optionee may exercise the Option only as set forth in the Notice and this Section 5. To the extent that
Optionee is not vested in the Shares as of his or her Termination Date, the Option shall terminate as to unvested Shares as of the Termination
Date. If Optionee does not exercise this Option as to vested
4
Shares prior to the earlier of the Expiration Date of the Option as set forth in the Notice or the relevant dates specified below in this Section 5,
the Option shall terminate in its entirety. In no event, may the Option be exercised as to any Shares after the Expiration Date of the Option as
set forth in the Notice.
(a) Termination as a Result of Death or Disability. In the event of the Optionee’s termination of service as a result of his or her death or
Disability (as defined in Section 2(q) of the Plan) on or after January 31, 2008, any unvested Shares under the Option shall immediately
become fully vested and exercisable and all remaining Shares subject to the Option shall remain exercisable until the earlier of:
(ii) the one (1) year anniversary of the day the Optionee terminates service due to death or Disability.
In the event of the Optionee’s death, the Optionee’s beneficiary or estate may exercise the vested Shares under the Option.
(b) Termination for Cause. In the event the Optionee’s service is terminated for Cause (as defined in Section 2(i) of the Plan), all
unvested Shares under the Option and all unexercised, vested Shares under the Option shall expire immediately, be forfeited and considered
null and void, and the provisions of Section 9 of this Agreement shall control.
(c) Termination — General. In the event of the Optionee’s termination of service other than as a result of Optionee’s death, Disability
(as defined in Section 2(q) of the Plan) or Cause (as defined in Section 2(i) of the Plan) on or after January 31, 2008, the vesting of the Option
shall accelerate such that Optionee shall be vested in and able to exercise the Option as of the Termination Date as to that number of Shares
subject to the Option that equals the product of:
(i) the total number of Shares subject to the Option, times
(ii) a ratio, the numerator of which is the total number of months of service from May 6, 2008 to the end of the month in which the date
of termination of service occurs, and the denominator of which is eight (8), rounded to the nearest whole number.
The remaining portion of the unvested and unexercisable Option which is not accelerated for vesting purposes shall be immediately
forfeited.
Ann, a director, is granted 1,000 Options on May 15, 2008. She will vest 100% in her Options on December 31, 2008. Ann subsequently
announces her termination of service effective July 1, 2008.
5
As of July 1, 2008, Ann will immediately vest in Shares underlying the unvested Options equal to the amount of 375 (equal to 1,000
Options multiplied by 3 (i.e., 3 months of service from May 6, 2008) divided by 8.
All Shares under the Option which become immediately vested and exercisable pursuant to this paragraph (c) shall remain exercisable until
the earlier of:
(A) the Expiration Date; or
(B) the date which is thirty (30) days after the day the Optionee terminates service for reasons other than as a result of Optionee’s
death, Disability (as defined in Section 2(q) of the Plan) or Cause (as defined in Section 2(i) of the Plan); provided, however, that in the
event that applicable securities law (including Section 306 of the Sarbanes-Oxley Act), a rule or listing requirement of the principal stock
exchange on which the Company’s Shares are listed, or the Company’s blackout or stock trading policy prohibits the Optionee from
trading in Shares (collectively, a “Blackout”) during any portion of the 30-day exercise period, then the running of such 30-day exercise
period shall be suspended until the first date on which the Blackout is lifted by the Company as it relates to the Optionee, or in the
opinion of the Company’s legal counsel or legal compliance officer, the Blackout no longer applies, but in no event shall such Option be
exercisable after the Expiration Date.
(d) Change in Control Acceleration. In the event of a Change in Control (as defined in Section 2(j) of the Plan) which closes on a date
prior to an Optionee’s termination of service but on or after January 31, 2008, any unvested Shares under the Option shall immediately
become fully vested and exercisable and all remaining Shares subject to the Option shall remain exercisable through their Expiration Date,
effective as of immediately prior to consummation of the Change in Control. Notwithstanding the foregoing, to the extent that a service,
change in control or other agreement or arrangement with the Company or an Affiliate provides benefits of greater value upon a Change in
Control that those provided in this paragraph (d), the rights set forth in such other agreement shall supersede the provisions of this
paragraph (d). Comparatively, to the extent that a service, change in control or other agreement or arrangement with the Company or an
Affiliate provides benefits of lesser value upon a Change in Control that those provided in this paragraph (d), the rights set forth in this
paragraph (d) shall supersede the provisions of such other agreement.
(e) Other Termination Events. Notwithstanding anything to the contrary contained in this Option Agreement, the Option will terminate
and expire immediately upon the occurrence of the circumstances set forth in Section 11.2 of the Plan, and the provisions of Section 9 of this
6. Relation of Other Agreement(s) to Option. As an express condition to acceptance of this Option, subject to the special exception
provided under Section 5(d) of this Option Agreement (which governs a Change in Control situation), you agree that:
6
(the “Other Agreement”), the only vesting and lapse of forfeiture restriction provisions that govern the Option under this Option
Agreement are set forth in Section 5 of this Option Agreement;
(b) To the extent that the vesting and lapse of forfeiture restriction provisions of this Agreement or the Plan’s terms are inconsistent with
an Other Agreement, the provisions of your Other Agreement shall govern and control, subject to the special exception provided under
Section 5(d) of this Option Agreement (which governs a Change in Control situation); and
additional rights or benefits, under the Option governed by this Option Agreement.
7. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or
distribution and may be exercised during the lifetime of Optionee only by him or her. The terms of this Option shall be binding upon the
executors, administrators, heirs, successors and assigns of Optionee.
(a) adjust proportionately the number of Shares covered by the Option and the Exercise Price 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 Option is not terminated upon
consummation of such merger or consolidation, modify such Option to pertain to and apply to the securities or other property to which a
holder of the number of shares subject to the unexercised portion of this Option would have been entitled upon such consummation.
9. Forfeiture Events. Upon the occurrence of any of the events set forth in Section 11.2 of the Plan (a “Forfeiture Event”), Optionee, without
any further action by the Company or Optionee, shall forfeit, as of the first day of any such Forfeiture Event:
(a) all right, title and interest to this Option;
7
(b) any Shares issued upon exercise of the Option then owned by the Optionee; and
(c) any and all profits realized by the Optionee, on an after-tax basis, pursuant to any sales or transfer of any Shares previously subject
to the Option within the six (6) month period prior to the date of such Forfeiture Event.
respect to this Option and the Shares, and the Company further shall be entitled to reimbursement from the Optionee of any fees and expenses
(including attorneys’ fees) incurred by or on behalf of the Company in enforcing the Company’s rights under this Section 9. By accepting this
Option Grant, the Optionee hereby consents to a deduction from any amounts the Company owes to Optionee from time to time (including
amounts owed to the Optionee as compensation as well as any other amounts owed to Optionee by the Company), to the extent of any
amounts that the Optionee owes to the Company under this Section 9. Whether or not the Company elects to make any set-off in whole or in
part, if the Company does not recover by means of set-off the full amount the Optionee owes to the Company, calculated as set forth above,
the Optionee agrees to pay immediately the unpaid balance to the Company.
10. US Tax Consequences. Below is a brief summary as of the date of this Option of certain United States federal tax consequences of
exercise of this nonqualified stock option 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. OPTIONEE SHOULD CONSULT A TAX
ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES. There may be a regular federal (and state) income tax
liability upon your exercise of the Option. You will be treated as having received compensation income (taxable at ordinary income tax rates)
equal to the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. If Shares issued upon exercise
of this Option 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.
11. Effect of Agreement. Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and
provisions thereof (and has had an opportunity to consult counsel regarding the Option terms), and hereby accepts this Option and agrees to
be bound by its contractual terms as set forth herein and in the Plan. Optionee hereby agrees to accept as binding, conclusive and final all
decisions and interpretations of the Committee (as defined in Section 2(m) of the Plan) regarding any questions relating to the Option. In the
event of a conflict between the terms and provisions of the Plan and the terms and provisions of the Notice and this Option Agreement, the
Plan terms and provisions shall prevail.
12. Governing Law. The laws of the state of New Jersey, without giving effect to principles of conflicts of law, will apply to the Plan, to the
Option and the Option Agreement (including the Notice). The Company agrees, and Optionee agrees as a condition to acceptance of the
Option, to submit to the jurisdiction of the courts located in the jurisdiction in which the Optionee provides, or most recently provided, his or
her primary services to the Company.
13. Data Protection. Optionee acknowledges and agrees (by executing this Option Agreement) to the collection, use, processing and
transfer of certain personal data as described in this Section 13. The Optionee understands that he or she is not obliged to consent to such
collection, use,
8
processing and transfer of personal data. However, the Optionee understands that his or her failure to provide such consent may affect his or
her ability to participate in the Plan. The Optionee understands that the Company may hold certain personal information about the Optionee,
including his or her name, social security number (or other tax identification number), salary, nationality, position title, position evaluation
rating along with details of all past awards and current awards outstanding under the Plan, for the purpose of managing and administering the
Plan (the “Data”). The Company, or its Affiliates, will transfer Data amongst themselves as necessary for the purpose of implementation,
administration and management of the Plan. The Company and/or any of it Affiliates may further transfer Data to any third parties assisting the
Company in the implementation, administration and management of the Plan. These various recipients of Data may be located elsewhere
throughout the world. The Optionee authorizes these various recipients of Data to receive, possess, use, retain and transfer the Data, in
electronic or other form, for the purposes of implementing, administering and managing the Plan, including any required transfer of such Data
as may be required for the subsequent holding of Shares subject to the Option on the Optionee’s behalf by a broker or other third party with
whom the Optionee may elect to deposit any Shares subject to the Option acquired pursuant to the Plan. The Optionee understands that he or
she may, at any time, review Data with respect to the Optionee and require any necessary amendments to such Data. The Optionee also
understands that he or she may withdraw the consents to use Data herein by notifying the Company in writing; however, the Optionee
understands that by withdrawing his or her consents to use Data, the Optionee may affect his or her ability to participate in the Plan.
14. Service Matters. The award of this Option does not form part of your entitlement to remuneration or benefits in terms of your services
to the Company. Your terms and conditions of service are not affected or changed in any way by this Option or by the terms of the Plan or this
Option Agreement. No provision of this Agreement or of the Option granted hereunder shall give the Optionee any right to continue in the
service of the Company or any Affiliate, create any inference as to the length of service of the Optionee, affect the right of the Company or any
Affiliate to terminate the service of the Optionee, with or without Cause (as defined in Section 2(i) of the Plan), or give the Optionee any right
to participate in any employee welfare or benefit plan or other program (other than the Plan) of the Company or any Affiliate. Optionee
acknowledges and agrees (by executing this Agreement) that the granting of Options under this Agreement are made on a fully discretionary
basis by the Company and that this Agreement does not lead to a vested right to further Option awards in the future. Further, the Options set
forth in this Agreement constitute a non-recurrent benefit and the terms of this Agreement are only applicable to the Options distributed
pursuant to this Agreement.
country other than the United States at the time of grant of this Option and during the period in which you hold this Option or the Shares
issued pursuant thereto.
Company and any Affiliate from and against any liability for, or obligation to pay, income tax and national insurance or social security
contributions arising on the grant of the Option, vesting of the Shares or the exercise of the Option.
(b) Applicable if you are a UK person: Where any obligation to pay income tax or national insurance contributions or social security
contributions (any such obligation or
9
contribution, a “Tax Liability”) arises, the Company or any Affiliate may recover from you an amount of money sufficient to meet the Tax
Liability by any of the following arrangements:
(ii) withholding from the issuance to you of that number of Shares (otherwise to be acquired by you on exercise of the Option) whose
aggregate Fair Market Value on the date of exercise is, so far as possible, equal to but neither less than nor more than the amount of Tax
Liability.
16. Severability. In the event that any provision of this Option Agreement shall be held illegal or invalid for any reason, the illegality or
invalidity shall not affect the remaining parts of this Option Agreement, and this Option Agreement shall be construed and enforced as if the
illegal or invalid provision had not been included.
18. Amendment of Nonqualified Stock Option. The Committee may at any time amend, alter, suspend or discontinue the Plan, but no
affect your rights under this Option Agreement without your consent.
19. Representations. As a condition to your receipt of this Option, you represent and warrant the following:
to reach an informed and knowledgeable decision to accept this Option;
(b) You are acquiring the Option and the Shares subject thereto 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);
(c) You understand that neither Option nor the Shares have been registered in all State jurisdictions within the United States, and that
(d) You further understand that prior to any resale by you of the Shares acquired upon exercise of this Option without registration of
10
(f) You further agree that as a condition to exercise of this Option, the Company may require you to furnish contemporaneously dated
11
EXHIBIT A

Director’s Notice of Exercise of Nonqualified Stock Option
To: Foster Wheeler Ltd.

Attn: Stock Option Administrator
Subject: Notice of Intention to Exercise Stock Option
This is official notice that the undersigned (“Optionee”) intends to exercise Optionee’s option to purchase Common Shares of
Foster Wheeler Ltd., under and pursuant to the Company’s Omnibus Incentive Plan and the Option Agreement dated :
Date of Exercise:
Number of Shares:
Exercise Price:
Method of Payment of Exercise Price:
Social Security Number:
The Shares should be issued as follows:
Name:
Address:
Signed:
Date:
Exhibit 10.47

Director Restricted Stock Unit Agreement
Name of Participant:
Number of Restricted Stock Units

Awarded:
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
Unit Award (the “Restricted Stock Unit 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 Director Restricted Stock
Unit Award Agreement (the “Agreement”) have the meanings ascribed to them in the Plan.
1. Acceptance of Restricted Stock Unit 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 the number of Restricted Stock Units (the “Units”) set forth above. Units will be settled only in Shares of common stock of the
Company on a one Share for one Unit basis, rounded up or down to the nearest whole Share, and not in cash.
2. Relation of Restricted Stock Unit Award to Other Agreement(s). As an express condition to acceptance of this Restricted Stock Unit
Award, subject to the special exception provided under Section 3(e) of this Agreement (which governs a Change in Control situation), you
agree that:
(the “Other Agreement”), the only vesting and lapse of forfeiture restriction provisions that govern the Restricted Stock Unit Award under
this Agreement are set forth in Section 3 of this Agreement;
(b) To the extent that the vesting and lapse of forfeiture restriction provisions of this Agreement or the Plan’s terms are inconsistent
with an Other Agreement, the provisions of your Other Agreement shall govern and control, subject to the special exception provided
under Section 3(e) of this Agreement (which governs a Change in Control situation); and
additional rights or benefits, under the Restricted Stock Unit Award governed by this Agreement.
3. Vesting; Termination of Restricted Stock Award.
(a) General Vesting Rule. You will be issued Shares in settlement of the Units only as you vest in the Units, meaning that the Units will
be settled in Shares on the day on which you vest in any portion of the Units (hereinafter referred to as a “Vesting Date”). So long as you
provide continued service to the Company or any Affiliate through such Vesting Date(s), and except as otherwise set forth in this Section 3,
the Units shall vest and your right to receive and retain the Shares in settlement of such Units will become nonforfeitable on December 31,
2008.
(b) Termination as a Result of Death or Disability. In the event of your termination of service as a result of your death or Disability (as
defined in Section 2(q) of the Plan) on or after January 31, 2008, any unvested Units shall immediately vest as of the date of such
termination for death or Disability.
(c) Termination for Cause. In the event your service is terminated for Cause (as defined in Section 2(i) of the Plan), all unvested Units
and all Shares received upon settlement of vested Units shall expire immediately, be forfeited and considered null and void, and the
provisions of Section 4 of this Agreement shall control.
(d) Termination — General. In the event of your termination of service other than as a result of your death, Disability (as defined in
Section 2(q) of the Plan) or Cause (as defined in Section 2(i) of the Plan) on or after January 31, 2008, any unvested Units shall vest pro-rata
as of the date of your termination of service based on the following formula:
(i) the total number of Units, times
(ii) a ratio, the numerator of which is the total number of months of service from May 6, 2008 to the end of the month in which the date
of your termination of service occurs, and the denominator of which is eight (8), rounded to the nearest whole number.
The remaining portion of the unvested Units which are not accelerated for vesting purposes shall be immediately forfeited.
Ann, a director, is granted 1,000 Units on May 15, 2008. She will vest 100% in her Units on December 31, 2008. Ann subsequently
announces her termination of service effective July 1, 2008.
As of July 1, 2008, Ann will immediately vest in unvested Units equal to the amount of 375 (equal to 1,000 Units multiplied by 3 (i.e.,
3 months of service from May 6, 2008) divided by 8.
2
(e) Change in Control Acceleration. In the event of a Change in Control (as defined in Section 2(j) of the Plan) which closes on a date
prior to your termination of service but on or after January 31, 2008, any unvested Units shall immediately become fully vested, effective as
of immediately prior to consummation of the Change in Control. Notwithstanding the foregoing, to the extent that a service, change in
control or other agreement or arrangement with the Company or an Affiliate provides benefits of greater value upon a Change in Control
that those provided in this paragraph (e), the rights set forth in such other agreement shall supersede the provisions of this paragraph (e).
Comparatively, to the extent that a service, change in control or other agreement or arrangement with the Company or an Affiliate provides
benefits of lesser value upon a Change in Control that those provided in this paragraph (e), the rights set forth in this paragraph (e) shall
supersede the provisions of such other agreement.
(f) Other Termination Events. Notwithstanding anything to the contrary contained in this Agreement, the Units will terminate and expire
immediately upon the occurrence of the circumstances set forth in Section 11.2 of the Plan, and the provisions of Section 4 of this
(g) Forfeiture Price. In the event that any Shares previously issued to you on settlement of the Units are required to be forfeited under
Section 3(c) or Section 3(f), then the Company will have the right (but not the obligation) to repurchase any or all of such forfeited Shares
for $0.001 per Share. The Company will have ninety (90) days from the date of any event giving rise to forfeiture under Section 3(c) or
Section 3(f), as the case may be, within which to effect a repurchase of any or all of the Shares subject to such forfeiture conditions. The
Company’s right to repurchase the Shares under this paragraph (g) is assignable by the Company, in its sole discretion, to an Affiliate or
other party to whom such rights can be assigned under the Applicable Laws (as defined in Section 2(c) of the Plan).
4. Forfeiture Events. In addition to the rights available to the Company under Section 3(g) immediately above, upon the occurrence of any
of the events set forth in Section 11.2 of the Plan (a “Forfeiture Event”), you, without any further action by the Company or you, shall forfeit,
as of the first day of any such Forfeiture Event:
(a) all right, title and interest to these Units;
(b) any Shares received upon settlement of these Units then owned by you; and
(c) any and all profits realized by you, on an after-tax basis, pursuant to any sales or transfer of any Shares received upon settlement of
these Units within the six (6) month period prior to the date of such Forfeiture Event.
respect to this Unit and the Shares, and the Company further shall be entitled to reimbursement from you of any fees and expenses (including
attorneys’ fees) incurred by or on behalf of the Company in enforcing the Company’s rights under this Section 4. By accepting this Restricted
Stock Unit Award, you hereby consent to a deduction from any amounts the Company owes to you from time to time (including amounts
owed to you as compensation as well as any other amounts owed to you by the Company), to the extent of any amounts that you owe to the
Company under this Section 4. Whether or not the Company elects to make any set-off in whole or
3
in part, if the Company does not recover by means of set-off the full amount you owe to the Company, calculated as set forth above, you agree
to pay immediately the unpaid balance to the Company.
5. Share Certificates. Share certificates (the “Certificate”) evidencing the settlement of Units 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, Certificates
representing the Shares will be delivered to you as soon as practicable after the end of the applicable Restricted Period.
(a) adjust proportionately the number of Units 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 Units are not terminated upon
consummation of such merger or consolidation, modify such Units to pertain to and apply to the securities or other property to which a
holder of the number of shares subject to the Units would have been entitled upon such consummation.
7. US Tax Consequences. Below is a brief summary as of the date of this Restricted Stock Unit Award of certain United States federal tax
consequences of the award of the Units and disposition of the Shares upon settlement of the Units 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 SETTLEMENT OF THIS RESTRICTED STOCK UNIT AWARD OR DISPOSING OF THE
SHARES. There may be a regular federal (and state) income tax liability when the Units vest 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 underlying
the Units on the date of vesting (i.e., when the forfeiture provisions lapse). If Shares issued upon vesting of this Restricted Stock Unit 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.
8. 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 Units’ terms), and hereby accept this Restricted Stock Unit 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 (as defined in Section 2(m) of the Plan) regarding any questions relating to the Units. In the
event of a conflict
4
between the terms and provisions of the Plan and the terms and provisions of this Agreement, the Plan terms and provisions shall prevail.
9. Restriction on Transferability. Until settlement of the Units upon issuance to you of the Shares subject thereto, the Units 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 11 below, distribution can be made pursuant to will, the laws of descent and
distribution, intra-family transfer instruments or to an inter vivos trust.
10. Voting Rights. You will have no voting or any other rights as a shareholder of the Company with respect to the Units prior to the date
on which you are issued the Shares in settlement thereof. Upon settlement of the Units into Shares, you will obtain full voting and other rights
as a shareholder of the Company.
11. Designation of Beneficiaries. You may, in accordance with procedures established by the Committee (as defined in Section 2(m) of the
Plan), designate one or more beneficiaries to receive all or part of any Shares to be distributed to you hereunder on settlement of Units 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.
12. Amendment of Restricted Stock Unit Award. The Committee may at any time amend, alter, suspend or discontinue the Plan, but no
affect your rights under this Agreement without your consent.
13. 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 Unit Award and this Agreement. The Company agrees, and you agree as a condition to acceptance of the Restricted Stock
Unit Award, to submit to the jurisdiction of the courts located in the jurisdiction in which you provide, or most recently provided, your primary
services to the Company.
14. Data Protection. You acknowledge and agree (by executing this Agreement) to the collection, use, processing and transfer of certain
personal data as described in this Section 14. You understand that you are not obliged to consent to such collection, use, processing and
transfer of personal data. However, you understand your failure to provide such consent may affect your ability to participate in the Plan. You
understand that the Company may hold certain personal information about you, including your name, social security number (or other tax
identification number) salary, nationality, job title, position evaluation rating along with details of all past awards and current awards
outstanding under the Plan, for the purpose of managing and administering the Plan (the “Data”). The Company, or its Affiliates, will transfer
Data amongst themselves as necessary for the purpose of implementation, administration and management of the Plan. The Company and/or
any of it Affiliates may further transfer Data to any third parties assisting the Company in the implementation, administration and management
of the Plan. These various recipients of Data may
5
be located elsewhere throughout the world. You authorize these various recipients of Data to receive, possess, use, retain and transfer the
Data, in electronic or other form, for the purposes of implementing, administering and managing the Plan, including any required transfer of
such Data as may be required for the subsequent holding of Shares subject to the Unit on your behalf by a broker or other third party with
whom you may elect to deposit any Shares subject to the Unit acquired pursuant to the Plan. You understand that you may, at any time,
review Data with respect to you and require any necessary amendments to such Data. You also understand that you may withdraw the
consents to use Data herein by notifying the Company in writing; however, you understand that by withdrawing your consent to use Data,
you may affect your ability to participate in the Plan.
15. Service Matters. This Restricted Stock Unit Award does not form part of your entitlement to remuneration or benefits in terms of your
services to the Company. Your terms and conditions of service are not affected or changed in any way by this Restricted Stock Unit Award or
by the terms of the Plan or this Agreement. No provision of this Agreement or of the Restricted Stock Unit Award granted hereunder shall give
you any right to continue in the service of the Company or any Affiliate, create any inference as to the length of your service, affect the right
of the Company or any Affiliate to terminate your service, with or without Cause (as defined in Section 2(i) of the Plan), or give you any right
to participate in any employee welfare or benefit plan or other program (other than the Plan) of the Company or any Affiliate. You acknowledge
and agree (by executing this Agreement) that the granting of the Restricted Stock Unit Award under this Agreement is made on a fully
discretionary basis by the Company and that this Agreement does not lead to a vested right to further awards in the future. Further, the
Restricted Stock Unit Award set forth in this Agreement constitutes a non-recurrent benefit and the terms of this Agreement are only
applicable to the Units awarded pursuant to this Agreement.
country other than the United States at the time of grant of the Restricted Stock Unit Award and during the period in which you hold this
Restricted Stock Unit Award or the Shares issued upon settlement thereof.
Company and any Affiliate from and against any liability for, or obligation to pay, income tax and national insurance or social security
contributions arising on the grant of the Restricted Stock Unit Award, vesting of the Restricted Stock Unit Award or the issuance of the
Shares upon settlement..
(b) Applicable if you are a UK person: Where any obligation to pay income tax or national insurance contributions or social security
contributions (any such obligation or contribution, a “Tax Liability”) arises, the Company or any Affiliate may recover from you an amount
of money sufficient to meet the Tax Liability by any of the following arrangements:
(ii) withholding from the issuance to you of that number of Shares (otherwise to be acquired by you upon settlement of the Units)
of Tax Liability.
6
If the Participant is unable to satisfy his or her Tax Liability pursuant to either subparagraph (i) or clause (ii) above, the Company may
additionally cause the forfeiture of any Shares otherwise scheduled to become vested under the Restricted Stock Unit Award on a given
date to avoid imposition of any Tax Liability to the Participant.
17. 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.
19. Representations. As a condition to your receipt of this Restricted Stock Unit Award and the Shares to be issued on settlement thereof,
you represent and warrant the following:
to reach an informed and knowledgeable decision to accept this Restricted Stock Unit Award;
(b) You are acquiring the Restricted Stock Unit Award and the Shares subject thereto 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);
(c) You understand that neither the Units nor the Shares have been registered in all State jurisdictions within the United States, and that
(d) You further understand that prior to any resale by you of the Shares acquired upon settlement of these Units without registration of
(f) You further agree that as a condition to settlement of these Units, the Company may require you to furnish contemporaneously dated
By your signature below, you indicate your acceptance of the terms of this Restricted Stock Unit Award, and acknowledge that you have
received copies of the Plan and the prospectus, in each
7
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:
Participant
Acknowledged
and Agreed to
by Company:
Chairman & CEO
Exhibit 10.76
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (this “Agreement”) dated as of January 6, 2009, between FOSTER WHEELER NORTH AMERICA CORP.,
a Delaware corporation (the “Company”), and GARY T. NEDELKA (the “Executive”).
WHEREAS, the Executive is currently employed by the Company and, effective January 1, 2009, has been promoted to Chief Executive
Officer of Parent’s (as defined below) Global Power Group, and
WHEREAS, the Executive and the Company wish to continue their employment relationship on the terms and conditions set forth in this
Agreement.
ACCORDINGLY, the Company and the Executive hereby agree as follows:
1. Employment, Duties and Acceptance.

1.1 Employment, Duties. The Company hereby agrees to employ the Executive for the Term (as defined in Section 2.1), to render exclusive
and full-time services to the Company, in the capacity of President and Chief Executive Officer of the Company and Chief Executive Officer of
Parent’s Global Power Group and to perform such other duties consistent with such position (including service as a director or officer of any
affiliate of the Company if elected) as may be assigned by the Chief Executive Officer and/or Chief Operating Officer of Parent; provided,
however, that the Executive may participate in civic, charitable, industry, and professional organizations to the extent that such participation
does not materially interfere with the performance of Executive’s duties hereunder. The Executive’s title shall be President and Chief Executive
Officer of the Company and Chief Executive Officer of Parent’s Global Power Group, or such other titles of at least equivalent level consistent
with the Executive’s duties from time to time as may be assigned to the Executive by the Company consistent with such position, and the
Executive shall have all authorities as are customarily and ordinarily exercised by executives in similar positions in similar businesses of similar
size in the United States.
1.2 Acceptance. The Executive hereby accepts such employment and agrees to render the services described above. During the Term, and
consistent with the above, the Executive agrees to serve the Company faithfully and to the best of the Executive’s ability, to devote the
Executive’s entire business time, energy and skill to such employment, and to use the Executive’s best efforts, skill and ability to promote the
Company’s interests.
1.3 Fiduciary Duties to the Company. Executive acknowledges and agrees that Executive owes a fiduciary duty of loyalty, fidelity and
allegiance to act at all times in the best interests of the Company and to do no act which would, directly or indirectly, injure the Company’s
business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities,
particularly commercial activities, which interest might in any way adversely affect Company, involves a possible conflict of interest. In
keeping with Executive’s fiduciary duties to the Company, Executive agrees that Executive shall not knowingly become involved in a conflict
of interest with the Company, or upon discovery thereof, allow such a conflict to continue. Moreover, Executive shall not engage in any
activity which might involve a possible conflict of interest without first obtaining approval in accordance with the Company’s policies and
procedures.
1.4 Location. The duties to be performed by the Executive hereunder shall be performed primarily at the Company’s offices in Clinton, New
Jersey, subject to reasonable travel requirements consistent with the nature of the Executive’s duties from time to time on behalf of the
Company. The Executive shall keep a residence within reasonable daily commute of the Clinton, New Jersey area throughout the Term.
1.5 Transfer of Employment Within the Affiliated Group. Nothing contained herein shall be construed to preclude the transfer of
Executive’s employment to another affiliated entity of the Company (“Subsequent Employer”) at any time during the Term and no such
transfer shall be deemed to be a termination of employment for purposes of Section 4 hereof; provided, however, that, effective with such
transfer, all of the Company’s obligations hereunder shall be assumed by and be binding upon, and all of the Company’s rights hereunder
shall be assigned to, such Subsequent Employer and the defined term “Company” as used herein shall thereafter be deemed amended to mean
such Subsequent Employer. Notwithstanding the foregoing, the Company shall remain guarantor (and be jointly liable) on all financial
obligations under this Agreement following such transfer or transfers. Except as otherwise provided above, all of the terms and conditions of
this Agreement, including without limitation, Executive’s rights and obligations, shall remain in full force and effect following such transfer of
employment. For the avoidance of doubt, if any of the events set forth in Section 4.1.2 of this Agreement occur in connection with a transfer to
an affiliated entity, such occurrence can give rise to a resignation for Good Reason if the conditions of Section 4.1.2 are met.
2. Term of Employment.
2.1 Term. The term of the Executive’s employment under this Agreement (the “Term”) commenced on January 1, 2009 (the “Effective
Date”), and shall end on the date on which the Term is terminated pursuant to Section 4.
3. Compensation; Benefits.
3.1 Salary. As compensation for all services to be rendered pursuant to this Agreement, the Company agrees to pay to the Executive during
the Term a base salary, payable in arrears, at the initial annual rate of Four Hundred Forty Thousand Dollars ($440,000) (the “Base Salary”). On
each anniversary of the Effective Date or such other appropriate date during each year of the Term when the salaries of executives at the
Executive’s level are normally reviewed, the Company shall review the Base Salary and determine if, and by how much, the Base Salary should
be increased; provided, however, the Base Salary under this Agreement, including as subsequently adjusted upwards, may not be decreased
thereafter without the written consent of Executive, except for across-the-board changes for executives at the Executive’s level. All payments
of Base Salary or other compensation hereunder shall be less such deductions or withholdings as are required by applicable law and
regulations.
3.2 Bonus. Executive shall be eligible to participate, as determined by the Company and/or the Compensation Committee of the Board of
Directors of the Parent (the “Committee”), in the Company’s annual cash incentive bonus program as in effect from time to time for executives
at the Executive’s level (the “Bonus Program”). The Executive shall be eligible for an annual cash incentive bonus at a target opportunity of
seventy percent (70%) of Base Salary (up to a maximum opportunity of one hundred forty percent (140%) of Base Salary) based upon the
achievement of certain business unit objectives established in advance by the Company and/or the Committee (the “Annual Bonus”). The
actual amount of any Annual Bonus shall be determined by and in accordance with the terms of the Company’s then-current Bonus Program
and the Executive shall have no absolute right to an Annual Bonus in any year.
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3.2.1 Long-Term Incentive. Executive shall be eligible for annual equity awards at a level that is competitive with market practices for
Executive’s position, as reasonably determined by the Committee, under the Company’s equity award plan covering executives at the
Executive’s level, as in effect from time to time.
3.3 Business Expenses. The Company shall pay or reimburse the Executive for all reasonable expenses actually incurred or paid by the
Executive during the Term in the performance of the Executive’s services under this Agreement, subject to and in accordance with applicable
expense reimbursement and related policies and procedures as in effect from time to time.
3.4 Vacation. During the Term, the Executive shall be entitled to an annual paid vacation or paid time off (“PTO”) period or periods in
accordance with the applicable vacation or PTO policy as in effect from time to time.
3.5 Employee Pension and Health and Welfare Plans. During the Term, the Executive shall be entitled to participate in those defined benefit,
defined contribution, group insurance, medical, dental, disability and other benefit plans of the Company as from time to time in effect and on a
basis no less favorable than any other executive at the Executive’s level.
3.6 Perquisites. During the Term, the Executive shall be provided by the Company with the following perquisites:
3.6.1 an annual physical examination;
3.6.2 an annual automobile allowance based upon the current Company policy; and
3.6.3 home office equipment and associated services for business use in Executive’s homes not to exceed $5,000 per year (which amount
includes any applicable gross-up for any taxes due for such payment).
4. Termination.
4.1 Termination Events.
4.1.1 In addition to terminating or expiring pursuant to Section 2.1 hereof, Executive’s employment and the Term shall terminate
immediately upon the occurrence of any of the following:
(i) Death: the death of the Executive;
(ii) Disability: the physical or mental disability of the Executive, whether totally or partially, such that with or without reasonable
accommodation the Executive is unable to perform the Executive’s material duties, for a period of not less than one hundred and eighty (180)
consecutive days; or
(iii) For Cause By the Company: notice of termination for “Cause”. As used herein, “Cause” means:
(A) conviction of a felony;
(B) actual or attempted theft or embezzlement of Company assets;
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(C) use of illegal drugs;

(D) material breach of the Agreement that the Executive has not cured within thirty (30) days after the Company has provided the
Executive notice of the material breach which shall be given within sixty (60) days of the Company’s knowledge of the occurrence of the
material breach;
(E) commission of an act of moral turpitude that in the judgment of the Board can reasonably be expected to have an adverse effect
on the business, reputation or financial situation of the Company and/or the ability of the Executive to perform the Executive’s duties;
(F) gross negligence or willful misconduct in performance of the Executive’s duties;
(G) breach of fiduciary duty to the Company;
(H) willful refusal to perform the duties of Executive’s titled position; or
(I) a material violation of the Foster Wheeler Code of Business Conduct and Ethics.
4.1.2 For Good Reason By the Executive: The Executive may immediately resign the Executive’s position for Good Reason and, in such
event, the Term shall terminate. As used herein, “Good Reason” means, a material negative change in the employment relationship without the
Executive’s consent, as evidenced by the occurrence of any of the following:
(i) material diminution in title, duties, responsibilities or authority;
(ii) reduction of Base Salary and benefits except for across-the-board changes for executives at the Executive’s level;
(iii) exclusion from executive benefit/compensation plans;
(iv) relocation of the Executive’s principal business location by the Company of greater than fifty (50) miles;
(v) material breach of the Agreement by the Company; or
(vi) resignation in compliance with securities/corporate governance applicable law (such as the US Sarbanes-Oxley Act) or rules of
professional conduct specifically applicable to such Executive.
For each event described above in this Section 4.1.2, the Executive must notify the Company within ninety (90) days of the occurrence of the
event and the Company shall have thirty (30) days after receiving such notice in which to cure.
4.1.3 Without Cause By the Company: The Company may terminate the Executive’s employment thirty (30) days following notice of
termination without Cause given by the Company and, in such event, the Term shall terminate. During such thirty (30) day notice period, the
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Company may require that the Executive cease performing some or all of the Executive’s duties and/or not be present at the Company’s offices
and/or other facilities.
4.1.4 Without Good Reason By the Executive: The Executive may voluntarily resign the Executive’s position effective thirty (30) days
following notice to the Company of the Executive’s intent to voluntarily resign without Good Reason and, in such event, the Term shall
terminate. During such thirty (30) day notice period, the Company may require that the Executive cease performing some or all of the
Executive’s duties and/or not be present at the Company’s offices and/or other facilities.
4.1.5 Definition of Termination Date. The date upon which Executive’s employment and the Term terminate pursuant to this Section 4.1
shall be the Executive’s “Termination Date” for all purposes of this Agreement.
4.2 Payments Upon a Termination Event.
4.2.1 Entitlements Upon Termination For Any Reason. Following any termination of the Executive’s employment, the Company shall pay
or provide to the Executive, or the Executive’s estate or beneficiary, as the case may be:
(i) Base Salary earned through the Termination Date;
(ii) the balance of any awarded (i.e., the amount and payment of the specific award has been fully approved, including, where
applicable, by the Committee) but as yet unpaid, Annual Bonus or other incentive awards for any calendar year prior to the calendar year
during which the Executive’s Termination Date occurs; provided, however, if the Executive’s employment is terminated by the Company for
Cause, such Annual Bonus or incentive award, even if awarded, shall be immediately forfeited if permitted under the law of the State in which
the Executive resides;
(iii) a payment representing the Executive’s accrued but unused vacation;
(iv) any vested, but not forfeited benefits on the Termination Date under the Company’s employee benefit plans in accordance with
the terms of such plans; and
(v) any benefit continuation and conversion rights to which the Executive is entitled under the Company’s employee benefit plans.
4.2.2 Payments Upon Involuntary Termination by the Company Without Cause or Voluntary Termination of the Executive with Good
Reason. Following a termination by the Company without Cause or by the Executive for Good Reason, the Company shall pay or provide to
the Executive in addition to the payments in Section 4.2.1 above:
(i) Base Salary at the rate in effect on the Termination Date and continuing for eighteen (18) months thereafter, payable at the same
intervals at which active employees at the Executive’s level are paid;;
(ii) Two (2) payments, the first in an amount equal to one hundred percent (100%) of the Executive’s annual cash incentive bonus
payment at target, and the second in an amount equal to fifty percent (50%) of the Executive’s annual cash incentive bonus payment at target,
the first of such payments being payable in the first year following the Termination Date at the same time that the
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Company pays annual cash incentive bonuses to its active employees pursuant to its then current Bonus Program (or, if no payment to its
active employees is made in the relevant year, at the time that such bonuses normally would be scheduled to be paid) and the second being
payable at the same time in the second year following the Termination Date;
(iii) eighteen (18) months of continued health and welfare benefit plan coverage following the Termination Date (excluding any
additional vacation accrual or sick leave) at active employee levels, if and to the extent the Executive was participating in any such plans on
the Termination Date, provided that the Executive remits monthly premiums for the full cost of any health benefits;
(iv) a cash payment each month during the eighteen-month period following the Termination Date equal to the full monthly premium
for the medical and health benefits described in clause (iii) above minus the active employee cost of such coverage, such full monthly premium
to be grossed-up by the Company for any applicable income taxes;
(v) except as prohibited by law, immediate removal of transfer and other restrictions from all shares of capital stock of the Company
registered in the Executive’s name;
(vi) full and immediate vesting of all stock options to purchase shares of capital stock of the Company, restricted stock and restricted
stock units; and
(vii) executive level career transition assistance services by a firm selected by the Executive and approved by the Company in an
amount not to exceed $8,000 in the aggregate (which amount includes any applicable gross-up for any taxes due for such payment).
Notwithstanding any other provision of this Agreement, as consideration for the pay and benefits that the Company shall provide the
Executive pursuant to this Section 4.2.2, the Executive shall provide the Company an enforceable waiver and release agreement in a form that
the Company normally requires.
4.3 Change of Control.
4.3.1 Definitions.
(i) Affiliated Company. For purposes of this Agreement, “Affiliated Company” means any company, directly or indirectly, controlled
by, controlling or under common control with the Parent.
(ii) 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 the Parent where such acquisition causes such Person to own 20% or more of the combined voting
power of the then outstanding voting securities of the Parent entitled to vote generally in the election of directors (the “Outstanding Parent
Voting Securities”), provided, however, that for purposes of this subparagraph (A), the following acquisitions shall not be deemed to result in
a Change of Control: (I) any acquisition directly from the Parent or any corporation or other legal entity controlled, directly or indirectly, by the
Parent, (II) any acquisition by the Parent or
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any corporation or other legal entity controlled, directly or indirectly, by the Parent, (III) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Parent or any corporation or other legal entity controlled, directly or indirectly, by the Parent or
(IV) any acquisition by any corporation pursuant to a transaction that complies with clauses (I), (II) and (III) of subparagraph (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 clauses (I) or (II) above, and such Person subsequently acquires beneficial ownership of additional voting securities
of the 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 Parent’s Board of Directors (such Board of Directors, 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 the 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 the Parent of a reorganization, merger or consolidation or sale or other disposition of all or
substantially all of the assets of the 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 the Parent or all or substantially all of the 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 (1) corporation owned, directly or indirectly, by the beneficial owners of the Outstanding Parent Voting Securities as described
in subclause (I) immediately preceding, or (2) employee benefit plan (or related trust) of the 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
(D) approval by the shareholders of the Parent of a complete liquidation or dissolution of the Parent.
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(iii) Change of Control Period. For purposes of this Agreement, the “Change of Control Period” shall mean the period commencing on
the date of a Change of Control and ending on the twenty-fourth (24th ) month anniversary of such date.
(iv) Parent. For purposes of this Agreement, “Parent” shall mean Foster Wheeler Ltd., a Bermuda company, as of the Effective Date,
but shall mean Foster Wheeler AG, a Swiss corporation, upon the completion of the Scheme of Arrangement described in Foster Wheeler
Ltd.’s Proxy Statement for the Court-Ordered Meeting of Common Shareholders to be held on January 27, 2009.
(v) Recent Annual Bonus. For purposes of this Agreement, a “Recent Annual Bonus” shall mean a prior year’s Annual Bonus in cash
equal to at least the highest “annual short-term incentive award” (as such terminology is defined in the Foster Wheeler Annual Executive
Short-Term Incentive Plan) received by the Executive under the Foster Wheeler Annual Executive Short-Term Incentive Plan, or any
comparable bonus under any predecessor or successor plan, including any bonus or portion thereof that has been awarded but deferred, for
the last three full fiscal years prior to the Start Date. Notwithstanding anything to the contrary, in the event that during any three year look-
back period above, any annual bonus paid and received by Executive under the Foster Wheeler Annual Executive Short-Term Incentive Plan
(or any respective predecessor annual incentive plan) was paid by a Foster Wheeler affiliate other than the Company, then any such annual
bonus paid by either the Company or any other Foster Wheeler affiliate during the three-year look-back period shall be deemed to be paid by
the Company for purposes of this computation.
(vi) Start Date. For purposes of this Agreement, “Start Date” shall mean the first date of the Change of Control Period. 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 (A) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or
(B) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes of this Agreement the “Start Date” shall
mean the date immediately prior to the Termination Date.
4.3.2 Obligations of the Company upon Executive’s Voluntary Termination with Good Reason or the Company’s Involuntary
Termination of Executive Without Cause (Other Than for Death or Disability) During Change of Control Period. If, during the Change of
Control Period, the Company terminates the Executive’s employment without Cause (other than for death or Disability) or the Executive
terminates the Executive’s employment for Good Reason, the Company shall pay or provide to the Executive the following:
(i) Accrued Obligations. the sum of (I) the Executive’s Annual Base Salary through the Termination Date to the extent not theretofore
paid, (II) the product of (1) the higher of: (a) any Recent Annual Bonus, and (b) 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 Change of Control
Period, if any (such higher amount being referred to as the “Highest Annual Bonus”) and (2) a fraction, the numerator of which is the number
of days in the current fiscal year through the Termination Date, and the denominator of which is 365, and (III) any compensation previously
deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case described in
this Section 4.3.2(i) to the
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extent not theretofore paid (the sum of the amounts described in subclauses (I), (II) and (III), (the “Accrued Obligations”), all in a lump sum in
cash within 30 days following the Termination Date;
(ii) Base Salary. Base Salary at the rate in effect on the Termination Date and continuing for thirty (30) months thereafter, payable at
the same intervals at which active employees at the Executive’s level are paid;
(iii) Bonus. three (3) payments, the first two each in an amount equal to one hundred percent (100%) of the Executive’s annual cash
incentive bonus payment at target, and the third in an amount equal to fifty percent (50%) of the Executive’s annual cash incentive bonus
payment at target, the first and second of such payments being payable in each of the first and second years following the Termination Date at
the same time that the Company pays annual cash incentive bonuses to its active employees pursuant to its then current Bonus Program (or, if
no payment to its active employees is made in the relevant year, at the time that such bonuses normally would be scheduled to be paid) and
the third being payable at the same time in the third year following the Termination Date;
(iv) Payment of Equity Awards. payment for any shares of restricted common shares issued under the Company’s or an Affiliated
Company’s Omnibus Incentive Plan or any other plan (whether or not vested), to the extent such shares are tendered to the Company or an
Affiliated Company, as applicable, by the Executive within 20 days after the Termination Date, at a price per share equal to the highest of
(I) the market price on the NASDAQ Stock Market LLC of a common share of the Company at the close of business on the date of such tender,
(II) the highest price paid for a common share of the Company in any Change of Control transaction occurring on or after the Start Date, or
(III) the market price on the NASDAQ Stock Market LLC of a common share of the Company at the close of business on the date of any such
Change of Control transaction;
(v) Medical Coverage. for thirty (30) months after the Executive’s Termination Date, or such longer period as may be provided by the
terms of the appropriate medical or health 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 medical or health plans, programs,
practices and policies if the Executive’s employment had not been terminated or, if more favorable to the Executive, and to the extent the
Executive otherwise is or becomes eligible therefor, 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 the Executive remits monthly premiums for the full cost of
any medical and health benefits; and provided further that if the Executive becomes reemployed with another employer and is eligible to
receive medical or other health benefits under another employer provided plan, the medical and other health 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 thirty (30) month anniversary of the Termination Date and to have retired
on such thirty (30) month anniversary;
(vi) Medical Payments. the Company shall make a cash payment each month during the thirty (30) month period commencing after the
Executive’s Termination Date, equal to the full monthly premium for the medical and health benefits described in Section 4.3.2(v) above minus
the active employee cost of such coverage, such amount to be grossed-up for any applicable income taxes;
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(vii) Outplacement Services. the Company shall, at its sole expense as incurred, in an amount not to exceed $8,000.00 in the aggregate
(which amount includes any applicable gross-up for any taxes, other than Excise Taxes as defined in Section 4.3.6 below, due for such
payment), 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
(viii) Other Benefits. 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”).
4.3.3 Obligations of the Company upon Executive’s Death. If the Executive’s employment is terminated by reason of the Executive’s
death during the Change of Control 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 Termination Date.
With respect to the provision of Other Benefits, the term “Other Benefits” as utilized in this Subsection 4.3.3 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 Start Date or, if 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.
4.3.4 Obligations of the Company upon Executive’s Disability. If the Executive’s employment is terminated by reason of the Executive’s
Disability during the Change of Control 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 Termination Date. With respect to the provision of Other Benefits, the term “Other
Benefits” as utilized in this Subsection 4.3.4 shall include, and the Executive shall be entitled after the Disability Start 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 Start 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.
4.3.5 Obligations of the Company upon Executive’s Voluntary Termination Without Good Reason or the Company’s Involuntary
Termination of Executive With Cause During Change of Control Period. If the Executive’s employment is terminated for Cause during the
Change of Control Period, the Company shall provide to the Executive (i) the Executive’s Annual Base Salary through the Termination Date,
(ii) the amount of any compensation previously deferred by the Executive, and (iii) the timely payment or delivery of the Other Benefits, in each
case to the extent theretofore unpaid, and shall have no other severance obligations under this Agreement. Such Annual Base Salary
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and compensation previously deferred shall be shall be paid to the Executive in a lump sum in cash within 30 days of the Termination Date. If
the Executive voluntarily terminates employment during the Change of Control 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 Termination Date.
4.3.6 Certain Additional Payments by the Company.
(i) Definitions. The following terms shall have the following meanings for purposes of this Subsection 4.3.6.
(A) Excise Tax. “Excise Tax” shall mean the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended
(the “Code”), together with any interest or penalties imposed with respect to such excise tax.
(B) Net After-Tax Amount. 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.
(C) Parachute Value. “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.
(D) Payment. 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.
(E) Safe Harbor Amount. 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.
(F) Value. “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 (as defined below) using the discount rate required by
Section 280G(d)(4) of the Code.
(ii) Gross-Up Payment. 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. Any Gross-Up
Payment will be made as soon as reasonably practicable but in no event later than December 31 of the year following the year in which the
Excise Tax is incurred.
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(iii) Determination of the Gross-Up Payment. Subject to the provisions of paragraph (iv) immediately below, all determinations
required to be made under this Subsection 4.3.6, 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 Subsection 4.3.6, 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 paragraph (iv) below 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.
(iv) Notification. 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:
(A) give the Company any information reasonably requested by the Company relating to such claim;
(B) 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;
(C) cooperate with the Company in good faith in order effectively to contest such claim; and
(D) 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
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limitation on the foregoing provisions of this paragraph (iv), 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.
(v) Entitlement to Refund. If, after the receipt by the Executive of an amount advanced by the Company pursuant to paragraph
(iv) above, 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 paragraph (iv)) 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
paragraph (iv), 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.
(vi) Consent to Withholding. Notwithstanding any other provision of this Subsection 4.3.6, 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.
4.3.7 Immediate Payment of Annual Bonus. As soon as technically possible following the Start Date, the Executive shall receive an
immediate payment in cash of the Annual Bonus under the Foster Wheeler Annual Executive Short-Term Incentive Plan, or any successor
plan, for the year in which the Change of Control takes place equal to the Annual Bonus 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 the year in which the Change of
Control took place, that the amount of the Annual Bonus that is actually due to the Executive for such year under the Foster Wheeler Annual
Executive Short-Term Incentive Plan, or any successor plan, exceeds the amount paid pursuant to the preceding sentence, the excess shall be
paid to the Executive no later than the fifteenth day of the third month of the fiscal year next following the fiscal year for which this Annual
Bonus is paid under this Section 4.3.7. It is expressly agreed that the overall Annual Bonus paid for the year in which the Change of Control
takes place in no event shall be lower than the Recent Annual Bonus.
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4.4 No Mitigation. Upon termination of the Executive’s employment with the Company, the Executive shall be under no obligation to seek
other employment or otherwise mitigate the obligations of the Company under this Agreement.
5. Protection of Confidential Information; Non-Competition and Non-Solicitation.

5.1 Confidential Information. The Executive acknowledges that the Executive’s services will be unique, that they will involve the
development of Company-subsidized relationships with key customers, suppliers, and service providers as well as with key Company
employees and that the Executive’s work for the Company will give the Executive access to highly confidential information not available to the
public or competitors, including trade secrets and confidential marketing, sales, product development and other data and information which it
would be impracticable for the Company to effectively protect and preserve in the absence of this Section 5 and the disclosure or
misappropriation of which could materially adversely affect the Company. Accordingly, the Executive agrees:
5.1.1 except in the course of performing the Executive’s duties provided for in Section 1.1, not at any time, whether before, during or after
the Executive’s employment with the Company, to divulge to any other entity or person any confidential information acquired by the Executive
concerning the Company’s or its subsidiaries’ or affiliates’ financial affairs or business processes or methods or their research, development or
marketing programs or plans, or any other of its or their trade secrets. The foregoing prohibitions shall include, without limitation, directly or
indirectly publishing (or causing, participating in, assisting or providing any statement, opinion or information in connection with the
publication of) any diary, memoir, letter, story, photograph, interview, article, essay, account or description (whether fictionalized or not)
concerning any of the foregoing, publication being deemed to include any presentation or reproduction of any written, verbal or visual
material in any communication medium, including any book, magazine, newspaper, theatrical production or movie, or television or radio
programming or commercial. In the event that the Executive is requested or required to make disclosure of information subject to this
Section 5.1.1 under any court order, subpoena or other judicial process, then, except as prohibited by law, the Executive will promptly notify
the Company, take all reasonable steps requested by the Company to defend against the compulsory disclosure and permit the Company to
control with counsel of its choice any proceeding relating to the compulsory disclosure. The Executive acknowledges that all information, the
disclosure of which is prohibited by this section, is of a confidential and proprietary character and of great value to the Company and its
subsidiaries and affiliates;
5.1.2 to deliver promptly to the Company on termination of the Executive’s employment with the Company, or at any time that the
Company may so request, all confidential memoranda, notes, records, reports, manuals, drawings, software, electronic/digital media records,
blueprints and other documents (and all copies thereof) relating to the Company’s (and its subsidiaries’ and affiliates’) business and all
property associated therewith, which the Executive may then possess or have under the Executive’s control.
5.2 Company Protections. In consideration of the Company’s entering into this Agreement, the Executive agrees that at all times during the
Term and thereafter for thirty (30) months, in the event the Executive’s employment is terminated pursuant to Section 4.3.2 hereof, or for
eighteen (18) months, in the event the Executive’s employment is terminated for any other reason hereunder, the Executive shall not, directly or
indirectly, for Executive or on behalf of or in conjunction with, any other person, company, partnership, corporation, business, group, or other
entity (each, a “Person”):
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5.2.1 Non-Competition: engage in any activity for or on behalf of a Competitor, as director, employee, shareholder (excluding any such
shareholding by the Executive of no more than 5% of the shares of a publicly-traded company), consultant or otherwise, which is the same as
or similar to activity in which Executive engaged at any time during the last two (2) years of employment by the Company; or
5.2.2 Non-Solicitation.
(i) Of Employees: call upon any Person who is, at such Termination Date, engaged in activity on behalf of the Company or any
subsidiary or affiliate of the Company for the purpose or with the intent of enticing such Person to cease such activity on behalf of the
Company or such subsidiary or affiliate; or
(ii) Of Customers: solicit, induce, or attempt to induce any customer of the Company to cease doing business in whole or in part with
or through the Company or a subsidiary or affiliate, or to do business with any Competitor.
For purposes of this Agreement, “Competitor” means a person or entity who or which is engaged in a material line of business conducted by
the Company and/or any subsidiary or affiliate of the Company. For purposes of this Agreement, “a material line of business conducted by the
Company and/or any subsidiary or affiliate of the Company” means an activity of the Company and/or any subsidiary or affiliate of the
Company generating gross revenues to the Company and/or any subsidiary or affiliate of the Company of more than twenty-five million
dollars ($25,000,000) in the immediately preceding fiscal year of the Company.
5.3 Remedies and Injunctive Relief. If the Executive commits a breach or threatens to breach any of the provisions of Section 5.1 or 5.2
hereof, the Company shall have the right and remedy to have the provisions of this Agreement specifically enforced by injunction or
otherwise by any court having jurisdiction, it being acknowledged and agreed that any such breach will cause irreparable injury to the
Company in addition to money damage and that money damages alone will not provide a complete or adequate remedy to the Company, it
being further agreed that such right and remedy shall be in addition to, and not in lieu of, any other rights and remedies available to the
Company under law or in equity.
5.4 Severability. If any of the covenants contained in Sections 5.1, 5.2 or 5.3, or any part thereof, hereafter are construed to be invalid or
unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect, without regard to the
invalid portions.
5.5 Extension of Term of Covenants Following Violation. The period during which the prohibitions of Section 5.2 are in effect shall be
extended by any period or periods during which the Executive is in violation of Section 5.2.
5.6 Blue Penciling by Court. If any of the covenants contained in Sections 5.1 or 5.2, or any part thereof, are held to be unenforceable, the
parties agree that the court making such determination shall have the power to revise or modify such provision to make it enforceable to the
maximum extent permitted by applicable law and, in its revised or modified form, said provision shall then be enforceable.
5.7 Blue Penciling by One Court Not to Affect Covenants in Another State. The parties hereto intend to and hereby confer jurisdiction to
enforce the covenants contained in Sections 5.1, 5.2 and 5.3 upon the courts of any state within the geographical scope of such covenants. In
the event that the
15
courts of any one or more of such states shall hold such covenants wholly unenforceable by reason of the breadth of such covenants or
otherwise, it is the intention of the parties’ hereto that such determination not bar or in any way affect the Company’s right to the relief
provided above in the courts of any other states within the geographical scope of such covenants as to breaches of such covenants in such
other respective jurisdictions, the above covenants as they relate to each state being for this purpose severable into diverse and independent
covenants.
6. Intellectual Property.
6.1 Company’s Rights. Notwithstanding and without limiting the provisions of Section 5, the Company shall be the sole owner of all the
products and proceeds of the Executive’s services hereunder, including, but not limited to, all materials, ideas, concepts, formats, suggestions,
developments, arrangements, packages, programs and other intellectual properties that the Executive may acquire, obtain, develop or create in
connection with or during the Term, free and clear of any claims by the Executive (or anyone claiming under the Executive) of any kind or
character whatsoever (other than the Executive’s right to receive payments hereunder), the Executive shall, at the request of the Company,
execute such assignments, certificates or other instruments as the Company may from time to time deem necessary or desirable to evidence,
establish, maintain, perfect, protect, enforce or defend its right, title or interest in or to any such properties.
7. Indemnification.
7.1 General Rule. In addition to any rights to indemnification to which the Executive is entitled under the Company’s charter and by-laws,
to the extent permitted by applicable law, the Company will indemnify, from the assets of the Company supplemented by insurance in an
amount determined by the Company, the Executive at all times, during and after the Term, and, to the maximum extent permitted by applicable
law, shall pay the Executive’s expenses (including reasonable attorneys’ fees and expenses, which shall be paid in advance by the Company
as incurred, subject to recoupment in accordance with applicable law) in connection with any threatened or actual action, suit or proceeding to
which the Executive may be made a party, brought by any shareholder of the Company directly or derivatively or by any third party by reason
of any act or omission or alleged act or omission in relation to any affairs of the Company or any subsidiary or affiliate of the Company of the
Executive as an officer, director or employee of the Company or of any subsidiary or affiliate of the Company. The Company shall use its best
efforts to maintain during the Term and thereafter insurance coverage sufficient in the determination of the Company to satisfy any
indemnification obligation of the Company arising under this Section 7.
8. Notices.
8.1 To the Company. All notices, requests, consents and other communications required or permitted to be given hereunder shall be in
writing and shall be deemed to have been duly given if delivered personally, one day after sent by overnight courier or three days after mailed
first class, postage prepaid, by registered or certified mail, as follows (or to such other address as either party shall designate by notice in
writing to the other in accordance herewith):
If to the Company, to:
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Foster Wheeler North America Corp.

Perryville Corporate Park
Clinton, NJ 08809-4000
Attention: Chief Legal Officer
with a copy to:
Foster Wheeler Ltd. (or Foster Wheeler AG, as applicable)
Attention: General Counsel
8.2 To the Executive. If to the Executive, to the Executive’s principal residence as reflected in the records of the Company.
9. General.
9.1 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New
Jersey applicable to agreements made between residents thereof and to be performed entirely in New Jersey.
9.2 Headings. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.
9.3 Entire Agreement / Non-Exclusivity. This Agreement sets forth the entire agreement and understanding of the parties relating to the
subject matter hereof, and supersedes all prior agreements, arrangements and understandings, written or oral, relating to the subject matter
hereof. No representation, promise or inducement has been made by either party that is not embodied in this Agreement, and neither party
shall be bound by or liable for any alleged representation, promise or inducement not so set forth.
Other than as expressly set forth in this Agreement, 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 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. For avoidance of doubt, it is agreed and understood that this Agreement shall not supersede or
otherwise adversely affect any stock option, restricted stock or other form of equity grant or award provided to Executive prior to the Effective
Date, or any indemnification agreement heretofore entered into between the Company and the Executive. 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 Termination Date 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 this Agreement in connection with the termination of the Executive’s employment, 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.
9.4 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,
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counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. The Company
agrees to pay as incurred (within ten days following the Company’s receipt of an invoice from the Executive, which invoice the Executive must
submit to the Company not later than March 1 of the year following the year in which the expenses were incurred), 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 Code.
9.5 Assignability.
9.5.1 Nonassignability by Executive. This Agreement, and the Executive’s rights and obligations hereunder, may not be assigned by the
Executive, nor may the Executive pledge, encumber or anticipate any payments or benefits due hereunder, by operation of law or otherwise.
9.5.2 Assignability by Company. In addition to the rights provided under Section 1.5 above, the Company may assign its rights, together
with its obligations, hereunder:
(i) to any affiliate; or
(ii) to a third party in connection with any sale, transfer or other disposition of all or substantially all of any business to which the
Executive’s services are then principally devoted;
provided, however, that no assignment pursuant to this paragraph 9.5.2 shall relieve the Company from its obligations hereunder to the extent
the same are not timely discharged by such assignee.
9.5.3 Assumption of Agreement by Successors. 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.
9.6 Survival. The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement or the Term to
the extent necessary to the intended preservation of such rights and obligations.
9.7 Amendment. This Agreement may be amended, modified, superseded, canceled, renewed or extended and the terms or covenants hereof
may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving
compliance. The failure of either party at any time or times to require performance of any provision hereof shall in no manner affect the right at
a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by
conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach,
or a waiver of the breach of any other term or covenant contained in this Agreement.
9.8 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall he deemed to be an original but all of
which together will constitute one and the same instrument.
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9.9 Acknowledgement of Ability to Have Counsel Review. The parties acknowledge that this Agreement is the result of arm’s-length
negotiations between sophisticated parties each afforded the opportunity to utilize representation by legal counsel. Each and every provision
of this Agreement shall be construed as though both parties participated equally in the drafting of same, and any rule of construction that a
document shall be construed against the drafting party shall not be applicable to this Agreement.
10. Dispute Resolution.

10.1 Arbitration. Subject to the rights of the Company pursuant to Section 5.3 above, any controversy, claim or dispute arising out of or
relating to this Agreement, the breach thereof, or the Executive’s employment by the Company shall be settled by arbitration with three
arbitrators. The arbitration will be administered by the American Arbitration Association in accordance with its National Rules for Resolution
of Employment Disputes. The arbitration proceeding shall be confidential, and judgment on the award rendered by the arbitrator may be
entered in any court having jurisdiction. Any such arbitration shall take place in the Clinton, New Jersey area, or in any other mutually
agreeable location. In the event any judicial action is necessary to enforce the arbitration provisions of this Agreement, sole jurisdiction shall
be in the federal and state courts, as applicable, located in New Jersey. Any request for interim injunctive relief or other provisional remedies or
opposition thereto shall not be deemed to be a waiver or the right or obligation to arbitrate hereunder. The arbitrator shall have the discretion
to award reasonable attorneys’ fees, costs and expenses to the prevailing party. To the extent a party prevails in any dispute arising out of this
Agreement or any of its terms and provisions, all reasonable costs, fees and expenses relating to such dispute, including the parties’
reasonable legal fees, shall be borne by the party not prevailing in the resolution of such dispute, but only to the extent that the arbitrator or
court, as the case may be, deems reasonable and appropriate given the merits of the claims and defenses asserted.
11. Free to Contract.

11.1 Executive Representations and Warranty. The Executive represents and warrants to the Company that Executive is able freely to
accept engagement and employment by the Company as described in this Agreement and that there are no existing agreements, arrangements
or understandings, written or oral, that would prevent Executive from entering into this Agreement, would prevent Executive or restrict
Executive in any way from rendering services to the Company as provided herein during the Term or would be breached by the future
performance by the Executive of Executive’s duties hereunder. The Executive also represents and warrants that no fee, charge or expense of
any sort is due from the Company to any third person engaged by the Executive in connection with Executive’s employment by the Company
hereunder, except as disclosed in this Agreement.
12. Subsidiaries and Affiliates.

12.1 Definitions. As used herein, the term “subsidiary” shall mean any corporation or other business entity controlled directly or indirectly
by the Company or other business entity in question, and the term “affiliate” shall mean and include any corporation or other business entity
directly or indirectly controlling, controlled by or under common control with the Company or other business entity in question.
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13. Code Section 409A Legal Requirement.

13.1 Six Month Delay in Payment. Notwithstanding anything to the contrary in this Agreement, if the Executive constitutes a “specified
employee” as defined and applied in Section 409A of the Code as of the Executive’s Termination Date, to the extent any payment under this
Agreement constitutes deferred compensation (after taking into account any applicable exemptions from Section 409A of the Code), and to the
extent required by Section 409A of the Code, no payments due under this Agreement may be made until the earlier of: (i) the first day following
the sixth month anniversary of Executive’s Termination Date, or (ii) the Executive’s date of death; provided, however, that any payments
delayed during this six-month period shall be paid in the aggregate in a lump sum as soon as administratively practicable following the sixth
month anniversary of the Executive’s Termination Date. For purposes of Section 409A of the Code, each “payment” (as defined by
Section 409A of the Code) made under this Agreement shall be considered a “separate payment.” In addition, for purposes of Section 409A of
the Code, the cash payments to facilitate post-termination medical and health coverage described in Sections 4.2.2 and 4.3.2 shall be deemed
exempt from Section 409A of the Code to the full extent possible under the “short-term deferral” exemption of Treasury Regulation § 1.409A-
1((b)(4) and (with respect to amounts paid no later than the second calendar year following the calendar year containing the Executive’s
Termination Date) the “two-years/two-times” separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), which are hereby
incorporated by reference.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
FOSTER WHEELER NORTH AMERICA CORP.
By: /s/ RICHARD G. LIVELY

Name: Richard G. Lively
Title: Sr. Vice President, Human Resources
/s/ GARY T. NEDELKA

Gary T. Nedelka
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Exhibit 10.77
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (this “Agreement”) dated as of January _6_, 2009 between FOSTER WHEELER LTD., a Bermuda company
(the “Company”), and LISA Z. WOOD (the “Executive”).
WHEREAS, the Executive is currently employed by the Company, and the Executive and the Company wish to continue their employment
relationship, on the terms and conditions set forth in this Agreement.
Accordingly, the Company and the Executive hereby agree as follows:
1. Employment, Duties and Acceptance.
1.1 Employment, Duties. The Company hereby agrees to continue to employ the Executive for the Term (as defined in Section 2.1), to
render exclusive and full-time services to the Company; provided, however, that the Executive may participate in civic, charitable, industry, and
professional organizations to the extent that such participation does not materially interfere with the performance of Executive’s duties
hereunder.
1.2 Acceptance. The Executive hereby accepts such employment and agrees to render the services described above. During the Term,
and consistent with the above, the Executive agrees to serve the Company faithfully and to the best of the Executive’s ability, to devote the
Executive’s entire business time, energy and skill to such employment, and to use the Executive’s best efforts, skill and ability to promote the
Company’s interests.
1.3 Fiduciary Duties to the Company. Executive acknowledges and agrees that Executive owes a fiduciary duty of loyalty, fidelity and
allegiance to act at all times in the best interests of the Company and to do no act which would, directly or indirectly, injure the Company’s
business, interests, or reputation. It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities,
particularly commercial activities, which interest might in any way adversely affect Company, involves a possible conflict of interest. In
keeping with Executive’s fiduciary duties to the Company, Executive agrees that Executive shall not knowingly become involved in a conflict
of interest with the Company, or upon discovery thereof, allow such a conflict to continue. Moreover, Executive shall not engage in any
activity which might involve a possible conflict of interest without first obtaining approval in accordance with the Company’s policies and
procedures.
1.4 Location. The duties to be performed by the Executive hereunder shall be performed primarily at the Company’s offices in Clinton,
New Jersey, subject to reasonable travel requirements consistent with the nature of the Executive’s duties from time to time on behalf of the
Company. The Executive shall keep Executive’s primary residence within reasonable daily commute of the Clinton, New Jersey area throughout
the Term.
2. Term of Employment.
2.1 Term. The term of the Executive’s employment under this Agreement (the “Term”) shall commence on the date first above written
(the “Effective Date”), and shall end on the date on which the Term is terminated pursuant to Section 4.
3. Compensation; Benefits.
3.1 Salary. As compensation for all services to be rendered pursuant to this Agreement, the Company agrees to pay to the Executive
during the Term a base salary at the initial annual rate of Two Hundred Seventy-Five Thousand Dollars ($275,000) (the “Base Salary”). On
each anniversary of the Effective Date or such other appropriate date during each year of the Term when the salaries of executives at the
Executive’s level are normally reviewed, the Company shall review the Base Salary and determine if, and by how much, the Base Salary should
be increased provided, however, the Base Salary under this Agreement, including as subsequently adjusted upwards, may not be decreased
thereafter without the written consent of Executive, except for across-the-board changes for executives at the Executive’s level. All payments
of Base Salary or other compensation hereunder shall be less such deductions or withholdings as are required by applicable law and
regulations.
3.2 Bonus. The Executive shall be eligible to participate, as determined by the Company in the Company’s annual incentive program as in
effect from time to time for executives at the Executive’s level. The Executive shall be eligible for an annual incentive bonus at a target
opportunity of forty percent (40%) of Base Salary (up to a maximum opportunity of eighty percent (80%) of Base Salary) based upon the
achievement of certain business unit objectives established in advance by the Company (the “Annual Bonus”). The actual amount of any
Annual Bonus shall be determined by and in accordance with the terms of the Company’s annual incentive program as in effect from time to
time and the Executive shall have no absolute right to an Annual Bonus in any year.
3.3 Equity Awards. The Executive shall be eligible for annual equity awards, as determined by the Company, under the Company’s equity
award plan covering executives at the Executive’s level, as in effect from time to time.
3.4 Other Plans and Programs. During the Term, the Executive shall be entitled to participate in those defined benefit, defined
contribution, group insurance, medical, dental, disability and other benefit plans, vacation programs, automobile allowance programs, and
business expense reimbursement programs of the Company as from time to time in effect for those at the Executive’s level.
4. Termination.
4.1 Termination Events.
4.1.1 The Executive’s employment and the Term shall terminate immediately upon the occurrence of any of the following:
(i) Death: the death of the Executive;
(ii) Disability: the physical or mental disability of the Executive, whether totally or partially, such that with or without reasonable
accommodation the Executive is unable to perform the Executive’s material duties, for a period of not less than one hundred and eighty (180)
consecutive days; or
(iii) For Cause By the Company: notice of termination for “Cause.” As used herein, “Cause” means (A) conviction of a felony;
(B) actual or attempted theft or embezzlement of Company assets; (C) use of illegal drugs; (D) material breach of the Agreement that the
Executive has not cured within thirty (30) days after the Company has provided the Executive notice of
2
the material breach which shall be given within sixty (60) days of the Company’s knowledge of the occurrence of the material breach;
(E) commission of an act of moral turpitude that in the judgment of the Company’s Board of Directors can reasonably be expected to have an
adverse effect on the business, reputation or financial situation of the Company and/or the ability of the Executive to perform the Executive’s
duties; (F) gross negligence or willful misconduct in performance of the Executive’s duties; (G) breach of fiduciary duty to the Company;
(H) willful refusal to perform the duties of Executive’s titled position; or (I) a material violation of the Foster Wheeler Code of Business
Conduct and Ethics.
4.1.2 For Good Reason By the Executive: The Executive may immediately resign the Executive’s position for Good Reason and, in such
event, the Term shall terminate. As used herein, “Good Reason” means a material negative change in the employment relationship without the
Executive’s consent, as evidenced by the occurrence of any of the following: (i) reduction of Base Salary and benefits except for across-the-
board changes for executives at the Executive’s level; (ii) exclusion from executive benefit/compensation plans; (iii) relocation of the
Executive’s principal business location by the Company of greater than fifty (50) miles; (iv) material breach of the Agreement by the Company;
or (v) resignation in compliance with securities/corporate governance applicable law (such as the US Sarbanes-Oxley Act) or rules of
professional conduct specifically applicable to such Executive. For each event described above in this Section 4.1.2, the Executive must notify
the Company within ninety (90) days of the occurrence of the event and the Company shall have thirty (30) days after receiving such notice in
which to cure.
4.1.3 Without Cause By the Company: The Company may terminate the Executive’s employment thirty (30) days following notice of
termination without Cause given by the Company and, in such event, the Term shall terminate. During such thirty (30) day notice period, the
Company may require that the Executive cease performing some or all of the Executive’s duties and/or not be present at the Company’s offices
and/or other facilities.
4.1.4 Without Good Reason By the Executive: The Executive may voluntarily resign the Executive’s position effective thirty (30) days
following notice to the Company of the Executive’s intent to voluntarily resign without Good Reason and, in such event, the Term shall
terminate. During such thirty (30) day notice period, the Company may require that the Executive cease performing some or all of the
Executive’s duties and/or not be present at the Company’s offices and/or other facilities.
4.1.5 Definition of Termination Date. The date upon which Executive’s employment and the Term terminate pursuant to this
Section 4.1 shall be the Executive’s “Termination Date” for all purposes of this Agreement.
4.2 Payments Upon a Termination Event.
4.2.1 Entitlements Upon Termination For Any Reason. Following any termination of the Executive’s employment, the Company shall
pay or provide to the Executive, or the Executive’s estate or beneficiary, as the case may be, (i) Base Salary earned through the Termination
Date; (ii) the balance of any awarded (i.e., the amount and payment of the specific award has been fully approved by the Company, including,
where applicable, approval by Compensation Committee of Foster Wheeler Ltd.’s Board of Directors) but as yet unpaid, annual cash incentive
or other incentive awards for any calendar year prior to the calendar year during which the Executive’s Termination Date occurs provided,
however, if the Executive’s employment is terminated by the Company for Cause, such incentive award, even if awarded, shall be immediately
forfeited if permitted under the law of the State in which the Executive resides; (iii) a payment representing the Executive’s accrued but unused
vacation; (iv) any vested, but not forfeited benefits on the Termination Date under the Company’s employee benefit
3
plans in accordance with the terms of such plans; and (v) benefit continuation and conversion rights to which the Executive is entitled under
the Company’s employee benefit plans.
4.2.2 Payments Upon Involuntary Termination by the Company Without Cause or Voluntary Termination of the Executive with Good
Reason. Following a termination by the Company without Cause or by the Executive for Good Reason, the Company shall pay or provide to
the Executive in addition to the payments and benefits in Section 4.2.1 above:
(i) Base Salary at the rate in effect on the Termination Date and continuing for twelve (12) months thereafter, payable at the same
intervals at which active employees at the Executive’s level are paid;
(ii) an amount equal to one hundred percent (100%) of the Executive’s annual cash incentive payment at target, payable once in a
lump sum at the same time that the Company pays annual cash incentives to its active employees pursuant to its then current annual incentive
program;
(iii) twelve (12) months of continued health and welfare benefit plan coverage following the Termination Date (excluding any
additional vacation accrual or sick leave) at active employee levels, if and to the extent the Executive was participating in any such plans on
the Termination Date, provided that the Executive remits monthly premiums for the full cost of any health benefits;
(iv) executive level career transition assistance services by a firm selected by the Executive and approved by the Company in an
amount not to exceed $8,000.00 in the aggregate (which amount includes any applicable gross-up for any taxes due for such payment); and
(v) a cash payment each month during the twelve (12) month period following the Termination Date equal to the full monthly
premium for the health benefits described in clause (iii) above minus the active employee cost of such coverage, such full monthly premium to
be grossed-up by the Company for any applicable income taxes.
Notwithstanding any other provision of this Agreement, as consideration for the pay and benefits that the Company shall provide the
Executive pursuant to this Section 4.2.2, the Executive shall provide the Company an enforceable waiver and release agreement in a form that
the Company normally requires.
4.3 Change of Control.
4.3.1 Definitions.
(i) Affiliated Company. For purposes of this Agreement, “Affiliated Company” means any company, directly or indirectly,
controlled by, controlling or under common control with the Company.
(ii) 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 the Company where such acquisition causes
4
such Person to own 20% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote
generally in the election of directors (the “Outstanding Company Voting Securities”), provided, however, that for purposes of this
subparagraph (A), the following acquisitions shall not be deemed to result in a Change of Control: (I) any acquisition directly from the
Company or any corporation or other legal entity controlled, directly or indirectly, by the Company, (II) any acquisition by the Company or
any corporation or other legal entity controlled, directly or indirectly, by the Company, (III) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Company or any corporation or other legal entity controlled, directly or indirectly, by the
Company or (IV) any acquisition by any corporation pursuant to a transaction that complies with clauses (I), (II) and (III) of subparagraph
(C) below; and provided, further, that if any Person’s beneficial ownership of the Outstanding Company Voting Securities reaches or exceeds
20% as a result of a transaction described in clauses (I) or (II) above, and such Person subsequently acquires beneficial ownership of
additional voting securities of the Company, such subsequent acquisition shall be treated as an acquisition that causes such Person to own
20% or more of the Outstanding Company 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 the Company’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 the Company of a reorganization, merger or consolidation or sale or other disposition of
all or substantially all of the assets of the Company (“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 Company 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 the Company or all or substantially all of the Company’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 Company Voting
Securities, (II) no Person (excluding any (1) corporation owned, directly or indirectly, by the beneficial owners of the Outstanding Company
Voting Securities as described in subclause (I) immediately preceding, or (2) employee benefit plan (or related trust) of the Company 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
5
(D) approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.
(iii) Change of Control Period. For purposes of this Agreement, the “Change of Control Period” shall mean the period commencing
on the date of a Change of Control and ending on the twenty-fourth-month anniversary of such date.
(iv) Start Date. For purposes of this Agreement, “Start Date” shall mean the first date of the Change of Control Period. 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 (A) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or
(B) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes of this Agreement the “Start Date” shall
mean the date immediately prior to the Termination Date.
4.3.2 Obligations of the Company upon Executive’s Voluntary Termination with Good Reason or the Company’s Involuntary
Termination of Executive Without Cause (Other Than for Death or Disability) During Change of Control Period. If, during the Change of
Control Period, the Company terminates the Executive’s employment without Cause (other than for death or Disability) or the Executive
terminates his employment for Good Reason, the Company shall pay or provide to the Executive the following:
(i) Accrued Obligations. The sum of (I) the Executive’s Annual Base Salary through the Termination Date to the extent not
theretofore paid, and (II) 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 (I) and (II), the
“Accrued Obligations”), all in a lump sum in cash within 30 days following the Termination Date; and
(ii) Base Salary. Base Salary at the rate in effect on the Termination Date and continuing for two (2) years thereafter, payable at the
same intervals at which active employees at the Executive’s level are paid;
(iii) Bonus. Two (2) payments, each in an amount equal to one hundred percent (100%) of the Executive’s annual cash incentive
payment at target, one (1) of each such payments being payable in each of the two (2) years following the Termination Date at the same time
that the Company pays annual cash incentives to its active employees pursuant to its then current annual incentive program;
(iv) Medical Coverage. For two (2) years after the Executive’s Termination Date, or such longer period as may be provided by the
terms of the appropriate health or welfare 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 health or welfare plans, programs,
practices and policies if the Executive’s employment had not been terminated or, if more favorable to the Executive, and to the extent he
otherwise is or becomes eligible therefor, as in effect generally at any time thereafter with respect to other similarly situated peer executives of
the Company and the Affiliated Companies and their families; provided, however, that the Executive remits monthly premiums for the full cost
of any health benefits; and provided further that if the Executive becomes reemployed with another employer and is eligible to receive health
or welfare benefits under another employer provided plan, the health and welfare benefits
6
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 second anniversary of the Termination Date and
to have retired on such second anniversary;
(v) Medical Payments. The Company shall make a cash payment each month during the two-year period commencing after the
Executive’s Termination Date, equal to the full monthly premium for the health benefits described in Section 4.3.2(iv) above minus the active
employee cost of such coverage, such full monthly premium to be grossed-up for any applicable income taxes;
(vi) Outplacement Services. The Company shall, at its sole expense as incurred, in an amount not to exceed $8,000.00 in the
aggregate (which amount includes any applicable gross-up for any taxes, other than Excise Taxes as defined in Section 4.3.6 below, due for
such payment), 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
(vii) Other Benefits. 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”).
4.3.3 Obligations of the Company upon Executive’s Death. If the Executive’s employment is terminated by reason of the Executive’s
death during the Change of Control 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 Termination Date.
With respect to the provision of Other Benefits, the term “Other Benefits” as utilized in this Subsection 4.3.3 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 similarly situated 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
similarly situated peer executives and their beneficiaries at any time during the 120-day period immediately preceding the Start Date or, if 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
similarly situated peer executives of the Company and the Affiliated Companies and their beneficiaries.
4.3.4 Obligations of the Company upon Executive’s Disability. If the Executive’s employment is terminated by reason of the
Executive’s disability during the Change of Control 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 Termination Date. With respect to the provision of Other
Benefits, the term “Other Benefits” as utilized in this Subsection 4.3.4 shall include, and the Executive shall be entitled after the disability start
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 similarly situated 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 similarly situated peer executives and their families at any time
7
during the 120-day period immediately preceding the Start 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 similarly situated peer executives of the Company and the Affiliated Companies and their
families.
4.3.5 Obligations of the Company upon Executive’s Voluntary Termination Without Good Reason or the Company’s Involuntary
Termination of Executive With Cause During Change of Control Period. If the Executive’s employment is terminated for Cause during the
Change of Control Period, the Company shall provide to the Executive (i) the Executive’s Annual Base Salary through the Termination Date,
(ii) the amount of any compensation previously deferred by the Executive, and (iii) 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
Change of Control 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 Termination Date.
4.3.6 Certain Additional Payments by the Company.
(i) Definitions. The following terms shall have the following meanings for purposes of this Subsection 4.3.6.
(A) Excise Tax. “Excise Tax” shall mean the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as
amended (the “Code”), together with any interest or penalties imposed with respect to such excise tax.
(B) Net After-Tax Amount. 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.
(C) Parachute Value. “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.
(D) Payment. 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.
(E) Safe Harbor Amount. 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.
(F) Value. “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 (as defined below) using the discount rate required by
Section 280G(d)(4) of the Code.
8
(ii) Gross-Up Payment. Notwithstanding anything in this Agreement other than as set forth below in this Subsection 4.3.6(ii), 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. Any Gross-Up Payment will be made as soon as reasonably practicable but in no event later than December 31 of the year
following the year in which the Excise Tax is incurred. Despite and as an exception to the foregoing provisions of this Section 4.3.6(ii), if the
Executive is subject to the Excise Tax but the sum of the Payments when calculated in accordance with the relevant provisions of the Code do
not exceed 110% of the Executive’s Safe Harbor Amount, then (1) the Company shall not make any Gross-Up Payment to the Executive, and
(2) the Payments otherwise payable to the Executive shall be reduced so that the Payments in the aggregate equal the largest amount that does
not exceed the Safe Harbor Amount. In such event, the Company shall promptly notify the Executive of its intent to reduce the amount of the
Payments, and, to the extent permitted by applicable laws, shall consult with the Executive as to which of the specific Payment(s) shall be so
reduced in order to bring the aggregate of the Payments within the Safe Harbor Amount.
(iii) Determination of the Gross-Up Payment. Subject to the provisions of paragraph (iv) immediately below, all determinations
required to be made under this Subsection 4.3.6, 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 Subsection 4.3.6, 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 paragraph (iv) below 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.
(iv) Notification. 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:
9
(A) give the Company any information reasonably requested by the Company relating to such claim;
(B) 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;
(C) cooperate with the Company in good faith in order effectively to contest such claim; and
(D) 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 paragraph (iv), 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.
(v) Entitlement to Refund. If, after the receipt by the Executive of an amount advanced by the Company pursuant to paragraph
(iv) above, 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 paragraph (iv)) 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
paragraph (iv), 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.
(vi) Consent to Withholding. Notwithstanding any other provision of this Subsection 4.3.6, the Company may, in its sole
discretion, withhold and pay over to the
10
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.
4.4 No Mitigation. Upon termination of the Executive’s employment with the Company, the Executive shall be under no obligation to seek
other employment or otherwise mitigate the obligations of the Company under this Agreement.
5. Protection of Confidential Information; Non-Competition; Non-Solicitation.
5.1 Confidential Information. The Executive acknowledges that the Executive’s services will be unique, that they will involve the
development of Company-subsidized relationships with key customers, suppliers, and service providers as well as with key Company
employees and that the Executive’s work for the Company will give the Executive access to highly confidential information not available to the
public or competitors, including trade secrets and confidential marketing, sales, product development and other data and information which it
would be impracticable for the Company to effectively protect and preserve in the absence of this Section 5 and the disclosure or
misappropriation of which could materially adversely affect the Company. Accordingly, the Executive agrees:
5.1.1 except in the course of performing the Executive’s duties provided for in Section 1.1, not at any time, whether before, during or
after the Executive’s employment with the Company, to divulge to any other entity or person any confidential information acquired by the
Executive concerning the Company’s or its subsidiaries’ or affiliates’ financial affairs or business processes or methods or their research,
development or marketing programs or plans, or any other of its or their trade secrets. The foregoing prohibitions shall include, without
limitation, directly or indirectly publishing (or causing, participating in, assisting or providing any statement, opinion or information in
connection with the publication of) any diary, memoir, letter, story, photograph, interview, article, essay, account or description (whether
fictionalized or not) concerning any of the foregoing, publication being deemed to include any presentation or reproduction of any written,
verbal or visual material in any communication medium, including any book, magazine, newspaper, theatrical production or movie, or television
or radio programming or commercial. In the event that the Executive is requested or required to make disclosure of information subject to this
Section 5.1.1 under any court order, subpoena or other judicial process, then, except as prohibited by law, the Executive will promptly notify
the Company, take all reasonable steps requested by the Company to defend against the compulsory disclosure and permit the Company to
control with counsel of its choice any proceeding relating to the compulsory disclosure. The Executive acknowledges that all information, the
disclosure of which is prohibited by this section, is of a confidential and proprietary character and of great value to the Company and its
subsidiaries and affiliates; and
5.1.2 to deliver promptly to the Company on termination of the Executive’s employment with the Company, or at any time that the
Company may so request, all confidential memoranda, notes, records, reports, manuals, drawings, software, electronic/digital media records,
blueprints and other documents (and all copies thereof) relating to the Company’s (and its subsidiaries’ and affiliates’) business and all
property associated therewith, which the Executive may then possess or have under the Executive’s control.
5.2 Company Protections. In consideration of the Company’s entering into this Agreement, the Executive agrees that at all times during
the Term and thereafter for twenty-four (24) months, in the event the Executive’s employment is terminated pursuant to Section 4.3.2 hereof, or
for twelve (12) months, in the event the Executive’s employment terminates for any other reason, the
11
Executive shall not, directly or indirectly, for Executive or on behalf of or in conjunction with, any other person, company, partnership,
corporation, business, group, or other entity (each, a “Person”):
5.2.1 Non-Competition: engage in any activity for or on behalf of a Competitor, as director, employee, shareholder (excluding any such
shareholding by the Executive of no more than 5% of the shares of a publicly-traded company), consultant or otherwise, which is the same as
or similar to activity in which Executive engaged at any time during the last two (2) years of employment by the Company; or
5.2.2 Non-Solicitation: (i) call upon any Person who is, at such Termination Date, engaged in activity on behalf of the Company or any
subsidiary or affiliate of the Company for the purpose or with the intent of enticing such Person to cease such activity on behalf of the
Company or such subsidiary or affiliate; or (ii) solicit, induce, or attempt to induce any customer of the Company to cease doing business in
whole or in part with or through the Company or a subsidiary or affiliate, or to do business with any Competitor.
For purposes of this Agreement, “Competitor” means a person or entity who or which is engaged in a material line of business conducted by
the Company. For purposes of this Agreement, “a material line of business conducted by the Company” means an activity of the Company
generating gross revenues to the Company of more than twenty-five million dollars ($25,000,000) in the immediately preceding fiscal year of the
Company.
5.3 Remedies and Injunctive Relief. If the Executive commits a breach or threatens to breach any of the provisions of Section 5.1 or 5.2
hereof, the Company shall have the right and remedy to have the provisions of this Agreement specifically enforced by injunction or
otherwise by any court having jurisdiction, it being acknowledged and agreed that any such breach will cause irreparable injury to the
Company in addition to money damage and that money damages alone will not provide a complete or adequate remedy to the Company, it
being further agreed that such right and remedy shall be in addition to, and not in lieu of, any other rights and remedies available to the
Company under law or in equity.
5.4 Severability. If any of the covenants contained in Sections 5.1, 5.2 or 5.3, or any part thereof, hereafter are construed to be invalid or
unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect, without regard to the
invalid portions.
5.5 Extension of Term of Covenants Following Violation. The period during which the prohibitions of Section 5.2 are in effect shall be
extended by any period or periods during which the Executive is in violation of Section 5.2.
5.6 Blue Penciling by Court. If any of the covenants contained in Sections 5.1 or 5.2, or any part thereof, are held to be unenforceable,
the parties agree that the court making such determination shall have the power to revise or modify such provision to make it enforceable to
the maximum extent permitted by applicable law and, in its revised or modified form, said provision shall then be enforceable.
5.7 Blue Penciling by One Court Not to Affect Covenants in Another State. The parties hereto intend to and hereby confer jurisdiction
to enforce the covenants contained in Sections 5.1, 5.2 and 5.3 upon the courts of any state within the geographical scope of such covenants.
In the event that the courts of any one or more of such states shall hold such covenants wholly unenforceable by reason of the breadth of
such covenants or otherwise, it is the intention of the parties’ hereto that such
12
determination not bar or in any way affect the Company’s right to the relief provided above in the courts of any other states within the
geographical scope of such covenants as to breaches of such covenants in such other respective jurisdictions, the above covenants as they
relate to each state being for this purpose severable into diverse and independent covenants.
6. Intellectual Property.
6.1 Company’s Rights. Notwithstanding and without limiting the provisions of Section 5, the Company shall be the sole owner of all the
products and proceeds of the Executive’s services hereunder, including, but not limited to, all materials, ideas, concepts, formats, suggestions,
developments, arrangements, packages, programs and other intellectual properties that the Executive may acquire, obtain, develop or create in
connection with or during the Term, free and clear of any claims by the Executive (or anyone claiming under the Executive) of any kind or
character whatsoever (other than the Executive’s right to receive payments hereunder), the Executive shall, at the request of the Company,
execute such assignments, certificates or other instruments as the Company may from time to time deem necessary or desirable to evidence,
establish, maintain, perfect, protect, enforce or defend its right, title or interest in or to any such properties.
7. Indemnification.
7.1 General Rule. In addition to any rights to indemnification to which the Executive is entitled under the Company’s charter and by-
laws, to the extent permitted by applicable law, the Company will indemnify, from the assets of the Company supplemented by insurance in an
amount determined by the Company, the Executive at all times, during and after the Term, and, to the maximum extent permitted by applicable
law, shall pay the Executive’s expenses (including reasonable attorneys’ fees and expenses, which shall be paid in advance by the Company
as incurred, subject to recoupment in accordance with applicable law) in connection with any threatened or actual action, suit or proceeding to
which the Executive may be made a party, brought by any shareholder of the Company directly or derivatively or by any third party by reason
of any act or omission or alleged act or omission in relation to any affairs of the Company or any subsidiary or affiliate of the Company of the
Executive as an officer, director or employee of the Company or of any subsidiary or affiliate of the Company. The Company shall use its best
efforts to maintain during the Term and thereafter insurance coverage sufficient in the determination of the Company to satisfy any
indemnification obligation of the Company arising under this Section 7.
8. Notices.
All notices, requests, consents and other communications required or permitted to be given hereunder shall be in writing and shall be
deemed to have been duly given if delivered personally, one day after sent by overnight courier or three days after mailed first class, postage
prepaid, by registered or certified mail, as follows (or to such other address as either party shall designate by notice in writing to the other in
accordance herewith):
If to the Company, to:
Foster Wheeler Ltd.
Attention: General Counsel
13
If to the Executive, to the Executive’s principal residence as reflected in the records of the Company.
9. General.
9.1 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New
Jersey applicable to agreements made between residents thereof and to be performed entirely in New Jersey.
9.2 Headings. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.
9.3 Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter
hereof, and supersedes all prior agreements, arrangements and understandings, written or oral, relating to the subject matter hereof. No
representation, promise or inducement has been made by either party that is not embodied in this Agreement, and neither party shall be bound
by or liable for any alleged representation, promise or inducement not so set forth.
9.4 Non-exclusivity of Rights. Other than as expressly set forth in this Agreement, 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 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. For avoidance of doubt, it is agreed and understood that this
Agreement shall not supersede or otherwise adversely affect any stock option, restricted stock or other form of equity grant or award provided
to Executive prior to the Effective Date, or any indemnification agreement heretofore entered into between the Company and the Executive.
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 Termination Date 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 this Agreement in connection with the termination
of the Executive’s employment, 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.
9.5 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. The Company agrees to pay as incurred (within ten days following the Company’s receipt
of an invoice from the Executive, which invoice the Executive must submit to the Company not later than March 1 of the year following the
year in which the expenses were incurred), 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 Code.
9.6 Assignability. This Agreement, and the Executive’s rights and obligations hereunder, may not be assigned by the Executive, nor may
the Executive pledge, encumber or
14
anticipate any payments or benefits due hereunder, by operation of law or otherwise. The Company may assign its rights, together with its
obligations, hereunder (i) to any affiliate or (ii) to a third party in connection with any sale, transfer or other disposition of all or substantially
all of any business to which the Executive’s services are then principally devoted, provided that no assignment pursuant to this Section 9.6
shall relieve the Company from its obligations hereunder to the extent the same are not timely discharged by such assignee.
9.7 Assumption of Agreement by Successor. 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.
9.8 Survival. The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement or the Term
to the extent necessary to the intended preservation of such rights and obligations.
9.9 Amendment. This Agreement may be amended, modified, superseded, canceled, renewed or extended and the terms or covenants
hereof may be waived, only by a written instrument executed by both of the parties hereto, or in the case of a waiver, by the party waiving
compliance. The failure of either party at any time or times to require performance of any provision hereof shall in no manner affect the right at
a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by
conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach,
or a waiver of the breach of any other term or covenant contained in this Agreement.
9.10 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all
of which together will constitute one and the same instrument.
9.11 Acknowledgement of Ability to Have Counsel Review. The parties acknowledge that this Agreement is the result of arm’s-length
negotiations between sophisticated parties each afforded the opportunity to utilize representation by legal counsel. Each and every provision
of this Agreement shall be construed as though both parties participated equally in the drafting of same, and any rule of construction that a
document shall be construed against the drafting party shall not be applicable to this Agreement.
10. Dispute Resolution.
Subject to the rights of the Company pursuant to Section 5.3 above, any controversy, claim or dispute arising out of or relating to this
Agreement, the breach thereof, or the Executive’s employment by the Company shall be settled by arbitration with three arbitrators. The
arbitration will be administered by the American Arbitration Association in accordance with its National Rules for Resolution of Employment
Disputes. The arbitration proceeding shall be confidential, and judgment on the award rendered by the arbitrator may be entered in any court
having jurisdiction. Any such arbitration shall take place in the Clinton, New Jersey area, or in any other mutually agreeable location. In the
event any judicial action is necessary to enforce the arbitration provisions of this Agreement, sole jurisdiction shall be in the federal and state
courts, as applicable, located in New Jersey. Any request for interim injunctive relief or other provisional remedies or opposition thereto shall
not be deemed to be a waiver or the right or obligation to arbitrate hereunder. The arbitrator shall have the discretion to award reasonable
attorneys’ fees, costs and expenses to the prevailing party. To the extent a party prevails in any dispute
15
arising out of this Agreement or any of its terms and provisions, all reasonable costs, fees and expenses relating to such dispute, including the
parties’ reasonable legal fees, shall be borne by the party not prevailing in the resolution of such dispute, but only to the extent that the
arbitrator or court, as the case may be, deems reasonable and appropriate given the merits of the claims and defenses asserted.
11. Free to Contract.
The Executive represents and warrants to the Company that Executive is able freely to accept engagement and employment by the
Company as described in this Agreement and that there are no existing agreements, arrangements or understandings, written or oral, that
would prevent Executive from entering into this Agreement, would prevent Executive or restrict Executive in any way from rendering services
to the Company as provided herein during the Term or would be breached by the future performance by the Executive of Executive’s duties
hereunder. The Executive also represents and warrants that no fee, charge or expense of any sort is due from the Company to any third person
engaged by the Executive in connection with Executive’s employment by the Company hereunder, except as disclosed in this Agreement.
12. Subsidiaries and Affiliates.
As used herein, the term “subsidiary” shall mean any corporation or other business entity controlled directly or indirectly by the Company
or other business entity in question, and the term “affiliate” shall mean and include any corporation or other business entity directly or
indirectly controlling, controlled by or under common control with the Company or other business entity in question.
13. Code Section 409A Legal Requirement.
Notwithstanding anything to the contrary in this Agreement, if the Executive constitutes a “specified employee” as defined and applied in
Section 409A of the Code as of his Termination Date, to the extent any payment under this Agreement constitutes deferred compensation
(after taking into account any applicable exemptions from Section 409A of the Code), and to the extent required by Section 409A of the Code,
no payments due under this Agreement may be made until the earlier of: (i) the first day following the sixth month anniversary of Executive’s
Termination Date, or (ii) the Executive’s date of death; provided, however, that any payments delayed during this six-month period shall be
paid in the aggregate in a lump sum as soon as administratively practicable following the sixth month anniversary of the Executive’s
Termination Date. For purposes of Section 409A of the Code, each “payment” (as defined by Section 409A of the Code) made under this
Agreement shall be considered a “separate payment.” In addition, for purposes of Section 409A of the Code, the payments described in
Sections 4.2.2 and 4.3.2 shall be deemed exempt from Section 409A of the Code to the full extent possible under any available exemptions,
including without limit, the “short-term deferral” exemption of Treasury Regulation § 1.409A-1(b)(4) and (with respect to amounts paid no later
than the second calendar year following the calendar year containing the Executive’s Termination Date) the “two-years/two-times” separation
pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), which are all hereby incorporated by reference.
[SIGNATURES FOLLOW]
16
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
FOSTER WHEELER LTD.
By: /S/ RAYMOND J. MILCHOVICH

/S/ LISA Z. WOOD

Lisa Z. Wood
17
EXHIBIT 21.0
SUBSIDIARIES OF THE REGISTRANT
Foster Wheeler AG (Parent)
Significant, Wholly Owned Subsidiaries (Directly or Indirectly)
Listed by Jurisdiction of Organization
Australia
Foster Wheeler (QLD) Pty Limited, Brisbane
Foster Wheeler (WA) Pty Limited, Perth
Bermuda
Continental Finance Company Ltd., Hamilton
Foster Wheeler Holdings Ltd., Hamilton
Foster Wheeler Ltd., Hamilton
Foster Wheeler Trading Company, Ltd., Hamilton
FW European E&C Ltd., Hamilton
FW Management Operations, Ltd., Hamilton
Perryville Service Company Ltd., Hamilton
York Jersey Liability Ltd., Hamilton
Brazil
Foster Wheeler America Latina, Ltda., Sao Paulo
Brunei
Foster Wheeler (B) Sdn Bhd, Bandar Seri Begawan
Canada
Foster Wheeler Canada Ltd., Niagara-on-the-Lake, Ontario
Foster Wheeler Canadian Resources Ltd., Calgary, Alberta
Foster Wheeler Power Company Ltd. — La Societe D’Energie Foster Wheeler Ltee., Montreal, Quebec
Channel Islands
FW Overseas Operations Limited, Jersey
Chile
Foster Wheeler Chile, S.A., Santiago de Chile
Foster Wheeler Talcahuano Operaciónes y Mantenciones Limitada, Talcahuano
China
Foster Wheeler International Trading (Shanghai) Company Limited, Shanghai
Foster Wheeler International Engineering & Consulting (Shanghai) Company Limited, Shanghai
Foster Wheeler Power Group Asia Limited, Hong Kong
Cyprus
Manops Limited, Nicosia
Egypt
Foster Wheeler Petroleum Services S.A.E., Alexandria
Finland
Foster Wheeler Energia Oy, Espoo
TR — Tech Int. Oy, Espoo
France
Foster Wheeler France S.A., Paris
EXHIBIT 21.0
(Continued)
Germany
Foster Wheeler Energie GmbH, Dusseldorf
Gibraltar
Foster Wheeler (Gibraltar) Holdings Limited, Gibraltar
Greece
Foster Wheeler Arcadia Monoprossopi Epe Aiolika Parka Sarl, Athens
Foster Wheeler Hellas Engineering and Construction Societe Anonyme, Athens
Hungary
FW Hungary Licensing Limited Liability Company, Budapest
India
Foster Wheeler Bengal Private Limited, Bengal
Foster Wheeler India Private Limited, Chennai
Indonesia
PT. Foster Wheeler Services, Jakarta
Ireland
Biokinetics Ireland Limited, Graiguecullen
Italy
Foster Wheeler Continental Europe S.r.l., Milan
Foster Wheeler Continental U.S. S.r.l., Milan
Foster Wheeler Global E&C S.r.l., Milan
Foster Wheeler Italiana S.p.A., Milan
FW Power S.r.l., Milan
World Services Italia S.p.A., Milan
Kazakhstan
Foster Wheeler Kazakhstan LLP, Kazakhstan
Luxembourg
Financial Services S.a r.l., Luxembourg
Malaysia
Foster Wheeler (Malaysia) Sdn. Bhd., Kuala Lumpur
Mauritius
P.E. Consultants, Inc., Port Louis
Netherlands
Foster Wheeler Continental B.V., Amsterdam
Foster Wheeler Europe B.V., Amsterdam
FW Energie B.V., Amsterdam
FW Europe B.V., Amsterdam
FW Netherlands C.V., Amsterdam
EXHIBIT 21.0
(Continued)
Nigeria
Foster Wheeler (Nigeria) Limited, Lagos
Philippines
Foster Wheeler (Philippines) Corporation, Makati City
Poland
Foster Wheeler Energia Polska Sp. z o.o., Warsaw
Portugal
F.W. — Gestao E Servicos, S.A., Lisbon
Russia
Foster Wheeler OOO, Moscow
Singapore
Foster Wheeler Asia Pacific Pte. Ltd., Singapore
Foster Wheeler Eastern Private Limited, Singapore
South Africa
Foster Wheeler Properties (Pty) Limited, Midrand
Spain
Foster Wheeler Energia, S.A., Madrid
Foster Wheeler Iberia, S.A., Madrid
Foster Wheeler Trading Co. A.G., S.A., Madrid
FW Energie Holdings Spain, S.L., Madrid
Sweden
Foster Wheeler Energi Aktiebolag, Norrkoping
Switzerland
Foster Wheeler AG, Zug
Foster Wheeler Engineering A.G., Basel
Foster Wheeler Trading Company A.G., Zug
FW Financial Holdings GmbH, Schaffthausen
Thailand
Foster Wheeler (Thailand) Limited, Cholburi, Sriracha
Foster Wheeler Service (Thailand) Limited, Rayong Province
Turkey
Foster Wheeler Bimas Birlesik Insaat ve Muhendislik A. S., Istanbul
United Kingdom
Foster Wheeler Energy Limited, Reading
Foster Wheeler Environmental (UK) Limited, Reading
Foster Wheeler Europe, Reading
EXHIBIT 21.0
(Continued)
Foster Wheeler Limited (England), Reading

Foster Wheeler (G.B.) Limited, Reading
Foster Wheeler (Indonesia) Ltd., Reading
Foster Wheeler (London) Limited, Reading
Foster Wheeler (Pacific) Limited, Reading
Foster Wheeler (Process Plants) Limited, Reading
Foster Wheeler North-West Shelf Limited, Reading
Foster Wheeler Petroleum Development Limited, Reading
Foster Wheeler World Services Limited, Reading
FW Management Operations (U.K.) Limited, Reading
Process Industries Agency Limited, Reading
Process Plants Suppliers Limited, Reading
Tray (UK) Limited, Reading
Tray Field Services Limited, Reading
United States
Biokinetics, Inc., Delaware
Camden County Energy Recovery Associates L.P., New Jersey
Camden County Energy Recovery Corp., Delaware
Energia Holdings, LLC, Delaware
Equipment Consultants, Inc., Delaware
Foster Wheeler Andes, Inc., Delaware
Foster Wheeler Arabia Ltd., Delaware
Foster Wheeler Asia Limited, Delaware
Foster Wheeler Avon, Inc., Delaware
Foster Wheeler Constructors, Inc., Delaware
Foster Wheeler Continental U.S., LLC, Delaware
Foster Wheeler Development Corporation, Delaware
Foster Wheeler Energy Corporation, Delaware
Foster Wheeler Energy Manufacturing, Inc., Delaware
Foster Wheeler Energy Services, Inc., California
Foster Wheeler Environmental Corporation, Texas
Foster Wheeler Facilities Management, Inc., Delaware
Foster Wheeler Inc., Delaware
Foster Wheeler Intercontinental Corporation, Delaware
Foster Wheeler International Corporation, Delaware
Foster Wheeler International Holdings, Inc., Delaware
Foster Wheeler LLC, Delaware
Foster Wheeler Maintenance, Inc., Delaware
Foster Wheeler Martinez, Inc., Delaware
Foster Wheeler North America Corp., Delaware
Foster Wheeler Operations, Inc., Delaware
Foster Wheeler Power Systems, Inc., Delaware
Foster Wheeler Pyropower, Inc., New York
Foster Wheeler Real Estate Development Corp., Delaware
Foster Wheeler Realty Services Inc., Delaware
Foster Wheeler Santiago, Inc., Delaware
Foster Wheeler Twin Cities, Inc., Delaware
EXHIBIT 21.0
(Continued)
Foster Wheeler USA Corporation, Delaware
Foster Wheeler Virgin Islands, Inc., Delaware
Foster Wheeler Zack, Inc., Delaware
Process Consultants, Inc., Delaware
Pyropower Operating Services Company, Inc., California
Venezuela
Foster Wheeler Caribe Corporation, C.A., Caracas
EXHIBIT 21.0
Significant Owned Subsidiaries (Directly or Indirectly)
(Continued)
Chile
Construcciòn e Ingenieria Chile FI Limitada (50%)
Construcciòn e Ingenieria FIM Chile Limitada (33.33%)
Energia de Concon, S.A. (17%)
Petropower Energia Limitada, Santiago (85%)
China
Foster Wheeler Power Machinery Company Limited, Guangdong Province (52%)
BSF China Company, Limited, Hong Kong (33.33%)
Finland
Oy Bioflow Ab, Espoo (51%)
Warkaus Works Oy, Varkaus (50%)
Ireland
Project Management Holdings Limited, Dublin (25%)
Italy
Anemopetra S.r.l., Milan (50%)
Centro Energia Ferrara S.p.A., Milan (41.65%)
Centro Energia Gas S.p.A., Milan (50%)
Centro Energia Teverola S.p.A., Milan (41.65%)
Consorzio T.A.V.E Tecnologie Ambientali Venete, Venice (25%)
Lomellina Energia S.r.l., Milan (39.2%)
MF Waste S.r.l., Milan (49%)
Voreas S.r.l., Corsico (50%)
Malaysia
Foster Wheeler E&C (Malaysia) Sdn. Bhd., Kuala Lumpur (70%)
New Caledonia
CEG Nouvelle-Caledonie, Noumea (50%)
Poland
Foster Wheeler Energy FAKOP Sp. z o.o., Sosnowiec (53.12%)
Saudi Arabia
Foster Wheeler Saudi Arabia Company Limited, Al-Khobar (40%)
Singapore
FWP Joint Venture, Singapore (50%)
South Africa
Foster Wheeler South Africa (PTY) Limited, Midrand (70%)
United Kingdom
BSF Global Limited, London (33.33%)
United States
A/C Power, Maryland (50%)
Martinez Cogen Limited Partnership, New Jersey (50.5%)
Venezuela
OTEPI FW, S.A., Caracas (50%)
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (File No. 333-155960)
and Form S-8 (File Nos. 33-34694, 333-25945, 33-59739, 333-77125, 333-88912, 333-101524, 333-119308, 333-134592, 333-129815)
of Foster Wheeler AG of our report dated February 24, 2009, relating to the consolidated financial statements, financial
statement schedule, and the effectiveness of internal control over financial reporting of Foster Wheeler Ltd., which appears
in this Form 10-K. We also consent to the reference to us under the heading “Experts” in such Registration Statements.
/s/ PRICEWATERHOUSECOOPERS LLP

PricewaterhouseCoopers LLP
Florham Park, New Jersey
February 24, 2009
EXHIBIT 23.2
CONSENT OF ANALYSIS, RESEARCH & PLANNING CORPORATION

of Foster Wheeler AG (the “Company”) of (i) the references to us in the form and context in which they appear in the
Annual Report on Form 10-K of the Company for the fiscal year ended December 26, 2008, and (ii) the use of or reliance on
the information contained in our report to the Company to assist the Company in setting forth an estimate of the Company’s
total liability for asbestos-related indemnity and defense costs in such registration statements.
Analysis, Research & Planning Corporation

By:
/s/ THOMAS VASQUEZ
Name: Thomas Vasquez
Title: Vice President
February 20, 2009
EXHIBIT 23.3
CONSENT OF PETERSON RISK CONSULTING LLC

of Foster Wheeler AG (the “Company”) of (i) the references to us in the form and context in which they appear in the
Annual Report on Form 10-K of the Company for the fiscal year ended December 26, 2008, and (ii) the use of or reliance on
the information contained in our report to the Company to assist the Company in setting forth an estimate of the Company’s
asbestos insurance assets in such registration statements.
Peterson Risk Consulting LLC

By: /s/ PATRICK J. MCGRATH
Name: Patrick J. McGrath
Title: Managing Director
February 20, 2009
EXHIBIT 31.1
CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002
I, Raymond J. Milchovich, certify that:
1. I have reviewed this annual report on Form 10-K of Foster Wheeler AG;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for,
the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being
prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during
the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or
persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report
financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.

/s/ RAYMOND J. MILCHOVICH
Chairman and Chief Executive Officer
EXHIBIT 31.2
CERTIFICATION PURSUANT TO SECTION 302

I, Franco Baseotto, certify that:
1. I have reviewed this annual report on Form 10-K of Foster Wheeler AG;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for,
the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being
prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during
the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or
persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report
financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.

/s/ FRANCO BASEOTTO
Franco Baseotto
Executive Vice President, Chief Financial
Officer and Treasurer
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906
In connection with the Annual Report of Foster Wheeler AG (the “Company”) on Form 10-K for the period ended
December 26, 2008, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Raymond J.
Milchovich, Chairman and Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of
the operations of the Company.

/s/ RAYMOND J. MILCHOVICH
Chairman and Chief Executive Officer
EXHIBIT 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906
In connection with the Annual Report of Foster Wheeler AG (the “Company”) on Form 10-K for the period ended
December 26, 2008, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Franco
Baseotto, Executive Vice President, Chief Financial Officer and Treasurer of the Company, certify pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of
the operations of the Company.

/s/ FRANCO BASEOTTO
Franco Baseotto
Executive Vice President, Chief Financial Officer
and Treasurer

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Perryville Corporate Park, Clinton, New Jersey 08809-4000

Registrant’s telephone number, including area code:

(Title of Each Class) (Name of each exchange on which registered)

Foster Wheeler AG, The NAS DAQ S tock Market LLC

(Title of Each Class) (Name of each exchange on which registered)

Large accelerated filer ˛ Accelerated filer o Non-accelerated filer o Smaller reporting

Products and Services

• Power generation; and

Customers and Marketing

Licenses, Patents and Trademarks

Use of Raw Materials

Compliance with Government Regulations

ITEM 1A. RISK FACTORS (amounts in thousands of dollars)

Risks Related to Our Operations

Risks Related to Asbestos Claims

Risks Related to Our Liquidity and Capital Resources

Risk Factors Related to Our Financial Reporting and Corporate Governance

ITEM 1B. UNRESOLVED STAFF COMMENTS

C om pany (Bu sin e ss S e gm e n t*) Bu ilding Le ase

Foster Wheeler Realty Services, Inc. (C&F)

Foster Wheeler Asia Pacific Pte. Ltd. (E&C)

Foster Wheeler Bengal Private Limited (E&C)

Foster Wheeler Bimas Birlesik Insaat ve Muhendislik A.S. (E&C)

Foster Wheeler Chile, S.A. (E&C)

Foster Wheeler France S.A. (E&C)

Foster Wheeler India Private Limited (E&C)

Foster Wheeler International Corporation -Thailand Branch (E&C)

Foster Wheeler Italiana S.p.A. (E&C)

Foster Wheeler Limited (England) (E&C)

Foster Wheeler South Africa (PTY) Limited (E&C)

C om pany (Bu sin e ss S e gm e n t*) Bu ilding Le ase

Foster Wheeler Iberia, S.A. (E&C and GPG)

Foster Wheeler Energi Aktiebolag (GPG)

Foster Wheeler Energia Oy (GPG)

Foster Wheeler Energia Polska Sp. z o.o. (GPG)

Foster Wheeler Energia, S.A. (GPG)

Foster Wheeler Energy FAKOP Sp. z o.o. (GPG)

Foster Wheeler International Trading (Shanghai) Company Limited (GPG)

Foster Wheeler Power Machinery Company Limited (GPG)

Foster Wheeler Power Systems, Inc. (GPG)

Foster Wheeler Pyropower, Inc. (GPG)

Foster Wheeler Service (Thailand) Limited (GPG)

* Designation of Business Segments: E&C - Global Engineering & Construction Group

(4) 52% ownership interest.

ITEM 3. LEGAL PROCEEDINGS

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Recent Sales of Unregistered Securities

Approxim ate Dollar

ITEM 6. SELECTED FINANCIAL DATA

FOSTER WHEELER LTD.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

Safe Harbor Statement

Fiscal Year 2008 Results

• We generated net cash from operating activities of $428,900.

Challenges and Drivers

Fiscal Year 2008 vs. Fiscal Year 2007

Fiscal Year 2007 vs. Fiscal Year 2006

Fiscal Year 2008 vs. Fiscal Year 2007

Fiscal Year 2007 vs. Fiscal Year 2006

Selling, General and Administrative (SG&A) Expenses:

Fiscal Year 2008 vs. Fiscal Year 2007

Fiscal Year 2007 vs. Fiscal Year 2006

Other Income, net: