April 10, 2002
L. B. FOSTER COMPANY 2002
MANAGEMENT INCENTIVE COMPENSATION PLAN
To provide incentives and rewards to salaried non-sales managers based upon overall corporate profitability and
the performance of individual operating units.
II. CERTAIN DEFINITIONS
The terms below shall be defined as follows for the purposes of the L. B. Foster Company 2002 Management
Incentive Compensation Plan. The definitions shall be subject to such adjustments as, from time to time, may be,
by the Corporation's Chief Executive Officer.
2.1 "Adjusted Operating Unit Target Award" shall be a Participant's Operating Unit Target Award multiplied by
the applicable Operating Unit Performance Percentage determined under Section 3.5B(b).
2.2 "Base Compensation" shall mean the total base salary, rounded to the nearest whole dollar, actually paid to a
Participant during 2002, excluding payment of overtime, incentive compensation, commissions, reimbursement of
expenses, severance, car allowances or any other payments not deemed part of a Participant's base salary;
provided, however, that the Participant's contributions to the Corporation's Voluntary Investment Plan shall be
included in Base Compensation. Base Compensation for employees who die, retire or are terminated shall
include only such compensation paid to such employee during 2002 with respect to the period prior to death,
retirement or termination.
2.3 "Base Fund" shall mean the aggregate amount of all cash payments to be made pursuant to this Plan prior to
adjustments pursuant to Article IV, which amount shall be determined pursuant to Section 3.1 hereof.
2.4 "Committee" shall mean the Personnel and Compensation Committee of the Board of Directors and any
2.5 "Corporation" shall mean L. B. Foster Company and those subsidiaries thereof in which L.B. Foster
Company owns 100% of the outstanding common stock, excluding (except for the purpose of calculating "Pre-
Incentive Income") Natmaya, Inc., Fosmart, Inc. and Fexc