L. B. FOSTER COMPANY
2000 INCENTIVE COMPENSATION PLAN
To provide incentives and rewards to salaried employees 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 2000 Incentive
Compensation Plan. The definitions of accounting terms shall be subject to such adjustments as are approved by
the Corporation's Chief Executive Officer.
2.1 "Average Unit Income" shall mean for each Operating Unit the sum of such Operating Unit's "Operating Unit
Income" for the years 1997, 1998 and 1999 divided by three, subject to such adjustments as may be made by
the Chief Executive Officer.
2.2 "Base Compensation" shall mean the total base salary, rounded to the nearest whole dollar, actually paid to a
Participant during 2000, excluding payment of overtime, incentive compensation, commissions, reimbursement of
expenses incurred for the Participant's benefit, 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 2000 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-