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FOSTER L B CO Director's Dealing 2011

Mar 17, 2011

33376_dirs_2011-03-17_30cdd01d-0273-44be-94c5-de1e2cefd29d.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: 2011-03-15

Reporting Person: Sauder David R (Vice President-Business Dev)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-03-15 Common A 621 Acquired 621 Direct
2011-03-15 Common A 1500 Acquired 1500 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-03-15 Performance Share Units $ A 1863 Acquired Common () Direct
2011-03-15 Special Performance Share Units $ A 1000 Acquired Common () Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 4507 Direct
Common Stock 754 Direct
Common Stock 595 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Performance Share Units $ N/A () 2262 Direct
Performance Share Units $ N/A () 1747 Direct

Footnotes

F1: Not applicable.

F2: 3,333 shares not vested and non-voting until November 3, 2011.

F3: Not vested and non-voting until March 3, 2013.

F4: Not vested and non-voting until March 3, 2014.

F5: (0 - 4524). 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 unit.

F6: (0 - 3494 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 unit.

F7: Not vested until March 15, 2015.

F8: (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.

F9: (0 - 2000 shares). Special Performance Share Units will convert into common stock based on subsidiary performance against financial metric in 2011. Stock award shall range from 0-2 for each performance share unit.

F10: Not vested until, 25% on March 15, 2012, 25% on March 15, 2013, 25% on March 15, 2014 and 25% on March 15, 2015.