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FOSTER L B CO Director's Dealing 2011

Mar 16, 2011

33376_dirs_2011-03-16_f25a0181-2be1-43e2-b672-f68cea505d7f.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: Brumbaugh Merry L (Vice President-Tubular)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-03-14 Common C 1012 Acquired 1449 Direct
2011-03-14 Common F 300 Disposed 1149 Direct
2011-03-14 Common A 621 Acquired 621 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-03-14 Performance Share Units $ A 1863 Acquired Common () Direct
2011-03-14 Performance Share Units $ A 1195 Acquired Common (1012) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 2694 Indirect
Common Stock 437 Direct
Common Stock 399 Direct
Common Stock 754 Direct
Common Stock 596 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Performance Share Units $ Common () 2262 Direct
Performance Share Units $ Common () 1786 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: Performance share units converted into common stock based on Company's performance against financial metric for calendar year 2008-2010, inclusive.

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.