L.B. FOSTER COMPANY
1985 LONG-TERM INCENTIVE PLAN AS AMENDED AND RESTATED *
PURPOSE, EFFECTIVE DATE AND AVAILABLE SHARES
1.1 Purpose. The purpose of the 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 key personnel 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 is subject to approval by the Board of Directors of the
Company, and, if so approved, shall be effective January 1, 1985. Unless earlier terminated by the Board
pursuant to Section 5.3, the Plan shall terminate on the twentieth anniversary of its Effective Date. No Award
shall be made pursuant to the Plan after its termination date, but Awards made 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 1,500,000 shares of common stock shall be issuable upon the exercise of Options or SARs.
Any shares of stock subject to an Option which for any reason is cancelled (excluding shares subject to an
Option cancelled upon the exercise of a related SAR) or terminated without having been exercised shall again be
available for Awards under the Plan. Shares subject to an Option cancelled upon the exercise of an SAR shall
not again be available for Awards under the Plan.