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FOSTER L B CO Director's Dealing 2011

Feb 1, 2011

33376_dirs_2011-02-01_93708387-1dc5-4e38-bf1e-abe360fab0ce.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: 2011-01-31

Reporting Person: PATTERSON LINDA K (Controller)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-01-31 Common Stock M 4000 $2.75 Acquired 6022 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-01-31 Option to Buy $2.75 M 4000 Disposed 2011-02-01 Common (4000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 2094 Indirect
Common Stock 182 Direct
Common Stock 345 Direct
Common Stock 272 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Option to Buy $3.65 2011-05-08 Common (6000) 6000 Direct
Performance Share Units $ Common () 546 Direct
Performance Share Units $ Common () 1034 Direct
Performance Share Units $ Common () 817 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: 25% became vested on 5/9/02 and an additional 25% became vested on each of the next three anniversaries.

F6: (0 - 1092 shares). Performance share units will convert into common stock based on Company's performance against financial metric for calendar year 2008 - 2010, inclusive. Stock awarded shall range from 0 - 2 for each performance share unit.

F7: (0 - 2068 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 - 1634 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.