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FOSTER L B CO Director's Dealing 2011

Mar 17, 2011

33376_dirs_2011-03-17_ecd1f1c7-d9ed-4215-aaea-147dc87419e7.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: Kelly Brian H (V.P. - Human Resources)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-03-15 Common C 1012 Acquired 1158 Direct
2011-03-15 Common F 300 Disposed 858 Direct
2011-03-15 Common A 621 Acquired 621 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 Performance Share Units $ D 1195 Disposed Common (1012) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 146 Direct
Common Stock 399 Direct
Common Stock 754 Direct
Common Stock 595 Direct
Common Stock 7500 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Performance Share Units $ Common () 2262 Direct
Performance Share Units $ Common () 1747 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 3, 2014.

F5: Not vested and non-voting until, 25% on May 28, 2011, 25% on May 28, 2012, 25% on May 28, 2013 and 25% on May 28, 2014.

F6: Not vested until March 15, 2015.

F7: Performance share units converted into common stock based on Company's performance against financial metric for calendar year 2008-2010, inclusive.

F8: (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.

F9: (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 share unit.

F10: (0 - 3726). 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.