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FOSTER L B CO Director's Dealing 2011

May 10, 2011

33376_dirs_2011-05-10_7b64475f-3531-495a-aa59-f1a3ccae8a4d.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FOSTER L B CO (FSTR)
CIK: 0000352825
Period of Report: 2011-05-06

Reporting Person: VOLTZ DAVID L (V.P. General Counsel & Sec'y)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-05-06 Common Stock A 6000 $3.65 Acquired 17149 Direct
2011-05-06 Common Stock S 6000 $37.59 Disposed 11149 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-05-06 Option to Buy $3.65 M 6000 Disposed 2011-05-08 Common (6000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 3517 Indirect
Common Stock 399 Direct
Common Stock 754 Direct
Common Stock 596 Direct
Common Stock 621 Direct
Common Stock 1500 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Performance Share Units $ Common () 2262 Direct
Performance Share Units $ Common () 1786 Direct
Performance Share Units $ Common () 1863 Direct

Footnotes

F1: Not applicable.

F2: Not vested and non-voting until March 16, 2012.

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

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

F5: Not vested until March 14, 2015.

F6: Not vested until, 25% on March 14, 2012, 25% on March 14, 2013, 25% on March 14, 2014 and 25% on March 14, 2015.

F7: (0 - 4524 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.

F8: (0 - 3572 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.

F9: (0 - 3726 shares). Performance share units will convert into common stock based on Company's performance against financial metric for calendar year 2011 - 2013, inclusive. Stock awarded shall range from 0-2 for each performance share unit.