L.B. FOSTER COMPANY
1998 LONG-TERM INCENTIVE PLAN
AS AMENDED AND RESTATED*
PURPOSE, EFFECTIVE DATE AND AVAILABLE SHARES
1.1 Purpose. The purpose of this Plan is to provide financial incentives for selected key personnel and directors
of L.B. Foster Company (the "Company") and its subsidiaries, thereby promoting the long-term growth and
financial success of the Company by (i) attracting and retaining personnel and directors of outstanding ability, (ii)
strengthening the Company's capability to develop, maintain and direct a competent management team, (iii)
motivating officers to achieve long-range performance goals and objectives, and (iv) providing incentive
compensation opportunities competitive with those of other corporations.
1.2 Effective Date and Expiration of Plan. The Plan was initially adopted by the Board of Directors of the
Company on October 23, 1998 and was made effective as of that date. An amended and restated Plan was
approved by the Board of Directors of the Company on February 24, 1999 and by the Company's shareholders
at the May 20, 1999 Annual Meeting of Shareholders. A subsequent amended and restated Plan was approved
by the Board of Directors of the Company on February 2, 2001, subject to the approval of the Company's
shareholders at the May 9, 2001 Annual Meeting of Shareholders. Unless earlier terminated by the Board
pursuant to Section 5.3, the Plan shall terminate on October 22, 2008. No Award shall be made pursuant to the
Plan after its termination date, but Awards made on or prior to the termination date may extend beyond that date.
1.3 Shares Available Under the Plan. L.B. Foster Company stock to be offered under the Plan pursuant to
Options and SARs may be authorized but unissued common stock or previously issued shares of common stock
which have been reacquired by the Company and are held in its treasury. Subject to adjustment under Section
5.6, no more than 900,000 shares of common stock shall be issuable upon the exercise of Options or SARs.