FOSTER L B CO — Director's Dealing 2010

Mar 4, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FOSTER L B CO (FSTR)
CIK: 0000352825
Period of Report: 2010-03-02

Reporting Person: HASSELBUSCH STAN L (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-03-02	Common Stock	A	4253	—	Acquired	4253	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-03-02	Performance Share Units	$	A	12760	Acquired		Common (12760)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	25040	Indirect
Common Stock	41317	Direct
Common Stock	2847	Direct
Common Stock	5386	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Share Units	$		Common ()	8540	Direct
Performance Share Units	$		Common ()	16156	Direct

Footnotes

F1: Not applicable.

F2: Not vested and non-voting until March 6, 2012.

F3: Not vested and non-voting until March 4, 2013.

F4: Not vested and non-voting until March 2, 2014.

F5: (0 - 17,080 shares). Performance share units will convert into common stock based on Company's performance against financial metric for calendar year 2008-2010, inclusive. Stock awarded shall range from 0 - 2 for each performance share unit.

F6: (0 - 32,312 shares). Performance share units will convert into common stock based on Company's performance against financial metric for calendar year 2009-2011, inclusive. Stock awarded shall range from 0 - 2 for each performance share unit.

F7: (0 - 25,520 shares). Performance share units will convert into common stock based on Company's performance against financial metric for calendar year 2010 - 2012, inclusive. Stock awarded shall range from 0 - 2 for each performance share unit.