Annex II

                      (Specimen Common Stock Certificate)


Number                                                       Shares
FWL

COMMON SHARES                                                COMMON SHARES
TRANSFERABLE IN NEW YORK, N.Y.,                              CUSIP G36535 10 5
RIDGEFIELD PARK, N.J.

    (Foster Wheeler                  FOSTER WHEELER LTD.
     Ltd. Logo)      INCORPORATED UNDER THE LAWS OF THE STATE OF BERMUDA


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This Certifies that



is the registered owner of
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FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $1.00 EACH OF
THE CAPITAL OF

Foster Wheeler Ltd.  (hereinafter  called the  "Company"),  transferable  on the
books of the  Company  by the  holder  hereof in  person  or by duly  authorized
attorney, upon surrender of this certificate properly endorsed. This certificate
is not valid until  countersigned  by the Transfer  Agent and  registered by the
Registrar.

     Witness,  the seal of the Company and the signatures of its duly authorized
officers.

Dated





                                                                          
                  /s/                                                                            /s/

Vice President and Secretary                     (Foster Wheeler                Chairman of the Board, President
                                                  Ltd. Seal)                    and Chief Executive Officer