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FOSTER L B CO Director's Dealing 2011

Mar 16, 2011

33376_dirs_2011-03-16_74746eb9-75f7-4cdb-9745-c8b2f7e9b3e8.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: 2011-03-14

Reporting Person: KASEL JOHN F (Sr. V.P. Mfg. & Operations)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-03-14 Common C 1738 Acquired 3050 Direct
2011-03-14 Common F 515 Disposed 2535 Direct
2011-03-14 Common A 994 Acquired 994 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-03-14 Performance Share Units $ A 2981 Acquired Common () Direct
2011-03-14 Performance Share Units $ D 2053 Disposed Common (1738) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 1134 Indirect
Common Stock 1312 Direct
Common Stock 683 Direct
Common Stock 1293 Direct
Common Stock 1021 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Option to Buy $14.77 2015-12-04 Common (6250) 6250 Direct
Performance Share Units $ Common () 3877 Direct
Performance Share Units $ Common () 3062 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: Not vested until March 14, 2015.

F6: 25% became vested on 5/25/06 and an additional 25% became vested on each of the next 3 anniversaries.

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

F8: (0 - 7754 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 - 6124 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 - 5962 shares). Performance share units will convert into common stock based on Company's performance against financial metric 2011-2013, inclusive. Stock awarded shall range from 0-2 for each performance share unit.