L.B. FOSTER COMPANY
OUTSIDE DIRECTORS STOCK
To compensate L.B. Foster Company's outside directors, in part, with the value of the Company's common
stock and to further align the interests of the Company's outside directors with the interests of the Company's
a. Up to 120,000 shares of the Company's common stock may be issued under this Plan. The common stock so
issued shall be restricted and may be either treasury stock or authorized, but previously unissued, common stock.
b. Commencing with the Company's 2003 Annual Shareholders' Meeting, each outside director elected at an
annual shareholders' meeting shall be awarded 2,500 shares of the Company's common stock as of each date
such outside director is elected (or re-elected).
c. This Plan shall be effective only if it is approved by the Company's shareholders at the 2003 Annual
Shareholders' Meeting. This Plan shall terminate upon the earliest to occur of (a) May 30, 2012, (b) the issuance
of 120,000 shares of common stock under the Plan; or (c) the termination of the Plan by the Company's Board
III. Outside Directors
For the purposes of this Plan, an outside director shall be a director of the Company who is not also an employee
of the Company on the date the director is elected (or re-elected) as a director of the Company at an annual
This stock compensation plan replaces the Company's practice, prior to January 15, 2003, of granting common
stock twice a year to the Company's outside directors.
Approved by the Board of Directors of L.B. Foster Company on March 3, 2003