CONFORMED COPY

DATED 13 March 2017

JOHN WOOD GROUP PLC

and

AMEC FOSTER WHEELER PLC

___________________________________________

CO-OPERATION AGREEMENT

___________________________________________

Slaughter and May

One Bunhill Row

London, EC1Y 8YY

(SRN/PIRD/CPXM/AXJD)

542925105

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CONTENTS

1. Interpretation 1

2. Publication of the Announcement and terms of the Combination 9

3. Undertakings in relation to satisfaction of the Merger Conditions 10

4. Undertakings in relation to satisfaction of the Regulatory Conditions 13

5. Scheme Document 15

6. Wood Group public documents and shareholder approval 16

7. Implementation of the Scheme and switching to an Offer 18

8. Conduct of business 20

9. Employees and share plans 21

10. Directors’ and officers’ insurance 21

11. Break Fee 22

12. Code and the Listing Rules 24

13. Termination 25

14. Representations and Warranties 27

15. Notices 28

16. Remedies and waivers 29

17. Variation 30

18. Invalidity 30

19. Entire Agreement 30

20. Language 31

21. Contracts (Rights of Third Parties) Act 1999 31

22. Assignment 31

23. Costs and expenses 31

24. Further assurance 31

25. Counterparts 31

26. Governing law and jurisdiction 32

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THIS AGREEMENT is entered into on 13 March 2017

BETWEEN:

1. JOHN WOOD GROUP PLC, a public limited company incorporated in Scotland, with its

registered address at 15 Justice Mill Lane, Aberdeen, AB11 6EQ and company number

036219 (“Wood Group”); and

2. AMEC FOSTER WHEELER PLC, a public limited company incorporated in England and

Wales with its registered address at Booths Park, Chelford Road, Knutsford, Cheshire,

WA16 8QZ and company number 01675285 (“AMEC”),

together referred to as the “parties” and each as a “party” to this Agreement.

WHEREAS:

(A) Wood Group and AMEC propose to announce a recommended offer by Wood Group to

acquire the entire issued and to be issued ordinary share capital of AMEC (the

“Combination”), on the terms and subject to the conditions set out in the Announcement.

(B) It is intended that the Combination will be effected by way of a scheme of arrangement of

AMEC pursuant to Part 26 of the Act (the “Scheme”), but Wood Group reserves the right,

as set out in the Announcement and this Agreement, to elect to implement the

Combination by way of a takeover offer (the “Offer”).

(C) The parties have agreed to take certain steps to effect the completion of the Combination

and wish to enter into this Agreement to record their respective obligations relating to

such matters.

IT IS AGREED AS FOLLOWS:

1. Interpretation

1.1 In this Agreement, the following words and expressions have the meanings given below:

“Acceptance

Condition”

means the acceptance condition to any Offer;

“Act” means the Companies Act 2006;

“Agreed Switch” has the meaning given in Clause 7.3;

“AMEC Board

Recommendation”

means the unanimous and unconditional recommendation

from the AMEC Directors to the AMEC shareholders to vote in

favour of the AMEC Resolutions, or, if Wood Group proceeds

by way of the Offer, to accept the Offer, as the case may be;

“AMEC Directors” means the directors of AMEC from time to time;

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“AMEC General

Meeting”

means the general meeting of the shareholders of AMEC (and

any adjournment thereof) to be convened in connection with

the Scheme for the purpose of considering, and if thought fit

approving, the AMEC Resolutions;

“AMEC Group” means AMEC, its subsidiaries and its subsidiary undertakings

from time to time and “member of the AMEC Group” shall be

construed accordingly;

“AMEC Remuneration

Committee”

means the remuneration committee of the board of directors

of AMEC;

“AMEC Resolutions” means such shareholder resolutions of AMEC as are

necessary to approve, implement and effect the Scheme,

including a resolution to amend the articles of association of

AMEC by the adoption and inclusion of a new article under

which any AMEC Shares issued or transferred after the AMEC

General Meeting shall either be subject to the Scheme or

(after the Effective Date) shall be immediately transferred to

Wood Group (or as it may direct) in exchange for the same

consideration as is due under the Scheme;

“AMEC Shares” means the ordinary shares in the capital of AMEC from time

to time;

“AMEC Share Plans” means the AMEC Performance Share Plan, the AMEC

Restricted Share Plan, the AMEC Long-Term Incentive Plan,

the AMEC UK Savings Related Share Option Scheme, the

AMEC International Savings Related Share Option Scheme

and the AMEC Omnibus Plan and one-off awards as disclosed

to Wood Group;

“Announcement” means the announcement detailing the terms and conditions

of the Combination to be made pursuant to Rule 2.7 of the

Code, in substantially the form set out in Schedule 2 (Form of

Announcement);

“Break Fee” means, subject to Clauses 11.5 and 12.2(C), the sum of

£25,000,000 (twenty-five million pounds sterling);

“Break Fee Event” has the meaning given in Clause 11.1;

“Business Day” means a day, other than an English public holiday, Saturday

or Sunday, when banks are open in London for general

banking business;

“Clearances” means all approvals, consents, clearances, permissions,

confirmations, comfort letters and waivers that may need to be

obtained and waiting periods that may need to have expired

or been terminated early, from or under any of the laws,

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regulations or practices applied by any Relevant Authority (or

under any agreements or arrangements to which any

Relevant Authority is a party), in each case that are necessary

and / or expedient to satisfy one or more of the Regulatory

Conditions or Merger Conditions;

“CMA” means the UK’s Competition and Markets Authority;

“Code” means the City Code on Takeovers and Mergers as issued

from time to time by or on behalf of the Panel;

“Combination” has the meaning given in Recital (A);

“Combined Group” means, following the Combination, the AMEC Group and the

Wood Group Group;

“Competing Proposal” means:

(i) an offer (including a partial, exchange or tender offer),

merger, acquisition, dual-listed structure, scheme of

arrangement, reverse takeover and/or business

merger (or the announcement of a firm intention to do

the same), the purpose of which is to acquire, directly

or indirectly, 30 per cent. or more of the issued or to be

issued ordinary share capital of AMEC (when

aggregated with the shares already held by the

acquirer and any person acting or deemed to be

acting in concert with the acquirer) or any

arrangement or series of arrangements which results

in any party acquiring, consolidating or increasing

‘control’ (as defined in the Code) of AMEC;

(ii) the acquisition or disposal, directly or indirectly, of all

or a significant proportion (being 25 per cent. or more)

of the business, assets and/or undertakings of the

AMEC Group calculated by reference to any of its

revenue, profits or value taken as a whole;

(iii) a demerger, or any material reorganisation and/or

liquidation, involving all or a significant portion (being

25 per cent. or more) of the AMEC Group calculated

by reference to any of its revenue, profits or value

taken as a whole; or

(iv) any other transaction which would be alternative to, or

inconsistent with, or would be reasonably likely

materially to preclude, impede or delay or prejudice

the implementation of the Combination (including, for

the avoidance of doubt, any transaction or

arrangement which would constitute a class 1

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transaction for the purposes of the Listing Rules

undertaken by a member of the AMEC Group),

in each case which is not effected by Wood Group (or a person

acting in concert with Wood Group) or at Wood Group’s

direction or with Wood Group’s written agreement, whether

implemented in a single transaction or a series of transactions

and whether conditional or otherwise; provided that the

ongoing disposal of AMEC’s nuclear operations as announced

by AMEC in December 2016 shall not constitute a “Competing

Proposal”;

“Conditions” means:

(i) for so long as the Combination is being implemented

by means of the Scheme, the terms and conditions to

the implementation of the Scheme as set out in

Appendix 1 to the Announcement, as may be

amended by Wood Group with the Panel’s consent

(and for so long as the Scheme is unanimously and

unconditionally recommended by the AMEC

Directors, with the consent of AMEC); and

(ii) for so long as the Combination is being implemented

by means of an Offer, the terms and conditions

referred to in (i) above, as amended by replacing the

Scheme Condition with the Acceptance Condition and

as may be further amended by Wood Group with the

agreement of the Panel (and, in the case of an Agreed

Switch and, for so long as the Offer is unanimously

and unconditionally recommended by the AMEC

Directors, with the consent of AMEC),

and “Condition” shall be construed accordingly;

“Court” means the High Court of Justice in England and Wales;

“Court Meeting” means the meeting of the holders of AMEC Shares in issue on

the date of the Scheme Document or issued after the date of

despatch of the Scheme Document but prior to the Voting

Record Time (excluding any AMEC Shares held beneficially

by any member of the Wood Group Group or held in treasury)

(and any adjournment thereof) or of any class or classes

thereof to be convened pursuant to section 896 of the Act for

the purpose of considering, and if thought fit approving (with

or without modification), the Scheme;

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“Effective Date” means the date upon which either:

(i) the Scheme becomes effective in accordance with its

terms; or

(ii) if Wood Group elects to implement the Combination

by means of an Offer, the date on which the Offer

becomes or is declared unconditional in all respects;

“Exchange Act” means the United States Securities Exchange Act of 1934, as

amended, and the rules and regulations promulgated

thereunder;

“Extended Date” has the meaning given in Clause 6.1;

“HMRC” means Her Majesty’s Revenue & Customs;

“Listing Rules” means the rules and regulations made by the Financial

Conduct Authority pursuant to Part 6 of the Financial Services

and Markets Act 2000 and contained in the Financial Conduct

Authority’s publication of the same name;

“Long Stop Date” means 14 February 2018, or (with the prior written consent of

Wood Group and AMEC) 31 March 2018, or such later date

as may be agreed in writing by AMEC and Wood Group (with

the Panel’s consent and as the Court may approve (if such

approval(s) are required));

“Merger Conditions” means the Conditions set out in paragraphs 2-7 and

paragraphs 12-15 (so far as, in the case of paragraphs 12-15,

the relevant “Third Party” under those Conditions is a Relevant

Antitrust Authority) of Part A of Appendix 1 to the

Announcement;

“New Wood Group

Shares”

means the new Wood Group shares proposed to be issued to

holders of AMEC Shares in connection with the Combination;

“Offer” has the meaning given in Recital (B);

“Offer Document” means an offer document published by or on behalf of Wood

Group in connection with any Offer, including (as the context

requires) any revised offer document;

“Panel” means the UK Panel on Takeovers and Mergers;

“Prospectus Rules” means the “prospectus rules” made by the Financial Conduct

Authority pursuant to Part 6 to the Financial Services and

Markets Act 2000, referred to in section 73A(4) of the same,

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and contained in the Financial Conduct Authority’s publication

of the same name;

“Regulatory

Conditions”

means the Conditions set out in paragraphs 8-11 and

paragraphs 12-15 (so far as, in the case of paragraphs 12-15,

the relevant “Third Party” under those Conditions is a Relevant

Regulatory Authority) of Part A of Appendix 1 to the

Announcement;

“Regulatory

Information Service”

means a regulatory information service as defined in the

Listing Rules;

“Relevant Antitrust

Authority”

means any national or supranational authority acting in its

capacity as an anti-trust or merger control authority;

“Relevant Authority” means a Relevant Antitrust Authority or a Relevant Regulatory

Authority;

“Relevant Regulatory

Authority”

means any central bank, ministry, governmental, quasi-

governmental (including the European Union), supranational,

statutory, regulatory or investigative body or authority

(including any sectoral ministry or regulator and any foreign

investment review body), national, state, municipal or local

government (including any subdivision, court, administrative

agency or commission or other authority thereof), any entity

owned or controlled by them, any private body exercising any

regulatory, taxing, importing or other authority, trade agency,

association, institution or professional or environmental body

in any relevant jurisdiction, but excluding any such authority

acting in the capacity of an anti-trust or merger control

authority;

“Sanction Hearing” means the court hearing (and any adjournment thereof) to

sanction the Scheme pursuant to section 899 of the Act, at

which the Scheme Order is expected to be granted;

“SAR” means share appreciation rights

“Scheme” has the meaning given in Recital (B);

“Scheme Condition” means those conditions referred to in paragraph 1 of Part A of

Appendix 1 to the Announcement;

“Scheme Document” means the circular addressed to the shareholders of AMEC

containing, inter alia, the details of the Combination and

notices convening the Court Meeting and the AMEC General

Meeting, including (as the context requires) any

supplementary scheme document;

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“Scheme Order” means the order of the Court sanctioning the Scheme

pursuant to section 899 of the Act;

“Scheme Record

Time”

means the time and date specified as such in the Scheme

Document or such later time as Wood Group and AMEC may

agree;

“Securities Act” means the United States Securities Act of 1933, as amended,

and the rules and regulations promulgated thereunder;

“Shareholder Approval

Long Stop Date”

means 15 June 2017 or such other date as may be agreed in

writing by AMEC and Wood Group;

“Sharesave Plans” means the AMEC UK Savings Related Share Option Scheme

and the AMEC International Savings Related Share Option

Scheme;

“Switch” has the meaning given in Clause 7.3;

“VAT” means any tax imposed in compliance with Directive

2006/112/EEC and any similar tax which may be imposed in

substitution for or in addition to such tax;

“Voting Record Time” has the meaning given to it in the Announcement;

“Wood Group Board

Recommendation”

has the meaning given in Clause 6.3;

“Wood Group Board

Recommendation

Change”

has the meaning given in Clause 6.4;

“Wood Group Circular” means the circular to be dispatched to the shareholders of

Wood Group in connection with the Combination and

convening the Wood Group General Meeting, including any

supplementary circular;

“Wood Group

Directors”

means the directors of Wood Group from time to time;

“Wood Group General

Meeting”

means the meeting of the shareholders of Wood Group (and

any adjournment thereof) to be convened for the purpose of

considering, and if thought fit approving, the Wood Group

Resolutions (as well as any incidental or related matter that

Wood Group may wish to place before such meeting, provided

for the avoidance of doubt that the Combination shall not be

made conditional upon approval of any resolution in respect

of any such matter);

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“Wood Group Group” means Wood Group, its subsidiaries and its subsidiary

undertakings from time to time and “member of the Wood

Group Group” shall be construed accordingly;

“Wood Group

Prospectus”

means the prospectus required to be published by Wood

Group in respect of the New Wood Group Shares to be issued

in connection with the Combination, including any

supplementary prospectus;

“Wood Group

Resolutions”

means the ordinary resolutions of the shareholders of Wood

Group necessary to implement the Combination, including to

approve, effect and implement the Combination and to grant

authority to the Wood Group Directors to allot the New Wood

Group Shares (and any amendment(s) thereof); and

“Working Hours” has the meaning given in Clause 15.5.

1.2 In this Agreement, except where the context otherwise requires:

(A) the expressions “subsidiary” and “subsidiary undertaking” shall have the

meanings given in the Act;

(B) the expression “group”, in relation to a party, means that party together with its

subsidiaries and subsidiary undertakings from time to time;

(C) the expressions “offer” and “acting in concert” shall have the meaning given in

the Code and the expression “takeover offer” shall have the meaning given in

section 974 of the Act;

(D) a reference to an enactment or statutory provision shall include a reference to

any subordinate legislation made under the relevant enactment or statutory

provision and is a reference to that enactment, statutory provision or subordinate

legislation as from time to time amended, consolidated, modified, re-enacted or

replaced;

(E) references to one gender include other genders;

(F) words in the singular shall include the plural and vice versa;

(G) a reference to a “person” shall include a reference to an individual, an individual's

executors or administrators, a partnership, a firm, a body corporate, an

unincorporated association, government, state or agency of a state, local or

municipal authority or government body, a joint venture or association (in any

case, whether or not having separate legal personality);

(H) a reference to a Recital, Clause or Schedule (other than to a schedule to a

statutory provision) shall be a reference to a recital, clause or schedule to (as the

case may be) this Agreement;

(I) references to times are to London time;

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(J) any reference to a “day” (including within the phrase “Business Day”) shall mean

a period of 24 hours running from midnight to midnight and any reference to a

“month” shall mean a calendar month;

(K) references to any English legal term for any action, remedy, method of judicial

proceeding, legal document, legal status, court, official or any legal concept or

thing shall in respect of any jurisdiction other than England be deemed to include

what most nearly approximates the English legal term in that jurisdiction;

(L) references to “writing” shall include any modes of reproducing words in any

legible form and shall include email except where otherwise expressly stated;

(M) a reference to “includes” or “including” shall mean “includes without limitation”

or “including without limitation” respectively;

(N) references to “£” and “pounds sterling” are to the lawful currency of England;

(O) the rule known as the ejusdem generis rule shall not apply and accordingly

general words introduced by the word “other” shall not be given a restrictive

meaning by reason of the fact that they are preceded by words indicating a

particular class of acts, matters or things;

(P) general words shall not be given a restrictive meaning by reason of the fact that

they are followed by particular examples intended to be embraced by the general

words;

(Q) a reference to any other document referred to in this Agreement is a reference to

that other document as amended, varied, novated or supplemented at any time;

and

(R) references to this Agreement include this Agreement as amended or

supplemented in accordance with its terms.

1.3 The headings in this Agreement are for convenience only and shall not affect the

interpretation of this Agreement.

1.4 The Schedules form part of this Agreement and shall have the same force and effect as

if set out in the body of this Agreement and any reference to this Agreement shall include

the Schedules.

2. Publication of the Announcement and terms of the Combination

2.1 The obligations of the parties under this Agreement, other than this Clause 2.1 and

Clauses 14 to 26 shall be conditional on the release of the Announcement via a

Regulatory Information Service at or before 8:00 a.m. on the date of this Agreement, or

such other time and date as the parties may agree (and, where required by the Code,

approved by the Panel). This Clause 2.1 and Clauses 14 to 26 shall take effect upon

execution of this Agreement.

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2.2 The principal terms of the Combination shall be as set out in the Announcement, together

with such other terms as may be agreed by the parties in writing (save in the case of an

improvement to the terms of the Combination, which will be at the absolute discretion of

Wood Group) and, where required by the Code, approved by the Panel. The terms of the

Combination at the date of posting of the Scheme Document shall be set out in the

Scheme Document. Should Wood Group elect to implement the Combination by way of

an Offer, the terms of the Combination shall be set out in the Offer Document.

3. Undertakings in relation to satisfaction of the Merger Conditions

3.1 The obligation of Wood Group to complete the Combination is subject to satisfaction (or,

where permitted, waiver) of the Merger Conditions.

3.2 Wood Group shall use reasonable endeavours to ensure the satisfaction of the Merger

Conditions as soon as possible and in any event in sufficient time so as to enable the

Effective Date to occur by the Long Stop Date. In particular, Wood Group shall:

(A) submit to the Relevant Antitrust Authorities (in draft or in final form, as the case

may be) any filings, notifications or submissions as are necessary (or the parties

agree (acting in good faith) are advisable) in connection with the Clearances

which it has a responsibility to make under the relevant national laws, as soon as

is reasonably practicable after the signing of this Agreement and within any

applicable mandatory time periods where it is necessary or expedient to do so to

obtain the Clearances, and in any event unless otherwise agreed between the

parties (acting in good faith):

(i) as regards the US and Canada, submit any such filings, notifications or

submissions within 10 Business Days of the date of this Agreement; and

(ii) as regards any other jurisdiction, submit any such filings, notifications or

submissions (in draft or in final form, as the case may be) within 4 weeks

of the date of this Agreement;

(B) use reasonable endeavours to avoid (i) any declaration of incompleteness by any

Relevant Antitrust Authority and (ii) any suspension of review period by a

Relevant Antitrust Authority;

(C) take all reasonable steps in order to obtain the Clearances promptly and in any

event within, wherever applicable, a first phase of review (or relevant equivalent)

by each Relevant Antitrust Authority, and/or enter into any hold separate

arrangement with a Relevant Antitrust Authority in order to facilitate the

completion of the transactions contemplated by this Agreement;

(D) use its reasonable endeavours to procure that no Relevant Antitrust Authority

seeks to issue, or issues any measure that prevents, or purports to prevent,

completion of the Combination;

(E) with the exception of the UK and Australian merger control filings, unless agreed

to by AMEC (acting in good faith), not make any filings, notifications or

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submissions to a Relevant Antitrust Authority that are not required in order to

complete the transactions contemplated by this Agreement;

(F) to the extent any CMA interim enforcement order becomes relevant to the

Combination, use reasonable endeavours, in negotiating the scope of such CMA

interim enforcement order and/or derogations thereto, to procure that such an

order does not materially prejudice the intended integration of Wood Group’s and

AMEC’s businesses outside the UK following completion of the Combination,

including offering post-completion arrangements satisfactory to the CMA to hold

separate Wood Group’s and AMEC’s respective UK businesses.

3.3 AMEC shall submit to the Relevant Antitrust Authorities in the US, Canada and any other

jurisdictions any filings, notifications or submissions in connection with the Clearances

which it has a responsibility to make under the relevant national laws or contracts, as

soon as is reasonably practicable after the signing of this Agreement and within any

applicable mandatory time periods where it is necessary or expedient to do so to obtain

the Clearances, and in any event within 10 Business Days of the date of this Agreement.

3.4 Wood Group and AMEC shall:

(A) use reasonable endeavours to ensure that all information necessary or desirable

for the making of (or responding to any requests for further information

consequent upon) any such filings, notifications or submissions (and that is in the

possession of, or reasonably obtainable by such party) is supplied accurately and

promptly to the other party, provided that the co-operation will be conducted in a

manner reasonably designed to preserve applicable lawyer/client and lawyer

work product privileges and to limit the exchange of any competitively sensitive

information to outside counsel or pursuant to an appropriately established clean

team arrangement. Neither party shall take or permit to be taken, any action that

could reasonably be expected to adversely affect the satisfaction of any of the

Merger Conditions;

(B) jointly determine the strategy for obtaining the Clearances; and

(C) except where otherwise required by law or a Relevant Antitrust Authority, jointly

contact and correspond with the Relevant Antitrust Authorities in relation to such

Clearances.

3.5 Subject to Clause 3.4, without prejudice to the generality of Clause 3.2, and except to the

extent that to do so is prohibited by law:

(A) each party shall bear its own legal costs in relation to all filings, notifications or

submissions, and Wood Group alone shall bear all other costs and expenses in

relation to such filings, notifications or submissions with the exception of any

filings required pursuant to the US Hart-Scott-Rodino Antitrust Improvements Act

1976 and the Canadian Competition Act 1985, which shall be borne jointly by the

parties;

(B) Wood Group and AMEC shall co-operate in the preparation of all such filings,

notifications or submissions referred to in this Clause 3 and in relation to the

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preparation of any other submissions, material correspondence or material

communications to any Relevant Antitrust Authority in connection with the

Clearances (including at pre-notification stage);

(C) each party shall provide, or procure the provision of, draft copies of all filings,

submissions, material correspondence and material communications intended to

be sent to any Relevant Antitrust Authority in relation to obtaining any Clearances

(including at pre-notification stage) to the other party and its legal advisers at such

time as will allow the receiving party a reasonable opportunity to provide

comments on such filings, submissions, correspondence and communications

before they are submitted or sent and each party shall provide the other party

with copies of all such filings, submissions, material correspondence and material

communications in the form finally submitted or sent (including, in the case of

non-written communications, reasonably detailed summaries of material non-

written communications);

(D) each party shall have regard in good faith to comments made in a timely manner

by the other party on draft copies of filings, submissions, material correspondence

and material communications provided pursuant to Clause 3.5(C) and shall

provide such supporting documentation as the other party reasonably requires;

(E) Wood Group and AMEC shall notify each other, and provide copies (including, in

the case of non-written communications, reasonably detailed summaries of

material non-written communications), in a timely fashion of any material

communication or material correspondence from any Relevant Antitrust Authority

in relation to obtaining any Clearance. Each of Wood Group and AMEC further

agrees to keep the other reasonably informed as to the progress of any

notification, filing and submission submitted, and shall give the other reasonable

prior notice of any meetings or material calls with any Relevant Antitrust Authority

or other persons or bodies relating to any Clearance (including at pre-notification

stage) and shall allow advisers nominated by the other: (i) to attend any such

meetings or calls (unless prohibited by the Relevant Antitrust Authority, applicable

law or other person or body); and (ii) to make reasonable oral submissions at

such meetings or calls (provided that such oral submissions have been discussed

in advance); and

(F) where reasonably requested by a party, and insofar as permitted by the Relevant

Antitrust Authority, the other party shall make available appropriate

representatives for meetings and telephone calls with any Relevant Antitrust

Authority in connection with the obtaining of any Clearances (including at pre-

notification stage),

provided that the requirements of this Clause 3.5 shall be subject always to the provisions

of Clause 3.4 and that in respect of any information the circulation of which would

adversely affect the relevant party’s legitimate business interests, this Clause 3 shall only

require the disclosing party to provide, or procure the provision of, non-confidential

versions of such information to the other party and in respect of any competitively

sensitive information, such information shall be exchanged on an outside counsel basis

only or pursuant to an appropriately established clean team arrangement.

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3.6 Each party undertakes to keep the other party informed promptly of (i) developments

which are material or reasonably likely to be material to the obtaining of a Clearance and

(ii) the satisfaction of the Merger Conditions.

4. Undertakings in relation to satisfaction of the Regulatory Conditions

4.1 The obligation of Wood Group to complete the Combination is subject to satisfaction (or,

where permitted, waiver) of the Regulatory Conditions.

4.2 Wood Group shall use reasonable endeavours to ensure the satisfaction of the

Regulatory Conditions as soon as possible and in any event in sufficient time so as to

enable the Effective Date to occur by the Long Stop Date. In particular, Wood Group shall:

(A) submit to the Relevant Regulatory Authorities (in draft or in final form, as the case

may be) any filings, notifications or submissions as are necessary (or the parties

agree (acting in good faith) are advisable) in connection with the Clearances

which it has a responsibility to make under the relevant national laws, as soon as

is reasonably practicable after the signing of this Agreement and within any

applicable mandatory time periods where it is necessary or expedient to do so to

obtain the Clearances and in any event, as regards the filings, notifications or

submissions as are necessary to satisfy the Regulatory Condition set out in

paragraph 8 of Part A of Appendix 1 to the Announcement, unless otherwise

agreed between the parties (acting in good faith), within 4 weeks of the date of

this Agreement;

(B) use reasonable endeavours to avoid (i) any declaration of incompleteness by any

Relevant Regulatory Authority and (ii) any suspension of review period by a

Relevant Regulatory Authority;

(C) take all reasonable steps in order to obtain the Clearances promptly and in any

event within, wherever possible, a first phase of review (or relevant equivalent)

by each Relevant Regulatory Authority;

(D) use reasonable endeavours to procure that no Relevant Regulatory Authority

seeks to issue, or issues, any measure that prevents, or purports to prevent,

completion of the Combination;

4.3 AMEC shall submit to the Relevant Regulatory Authorities any filings, notifications or

submissions as are necessary (or the parties agree (acting in good faith) are advisable)

in connection with the Clearances which it has a responsibility to make under the relevant

national laws or contracts, as soon as is reasonably practicable after the signing of this

Agreement and within any applicable mandatory time periods where it is necessary or

expedient to do so to obtain the Clearances and in any event, as regards the filings,

notifications or submissions as are necessary to satisfy the Regulatory Conditions set out

in paragraphs 8 and 11 of Part A of Appendix 1 to the Announcement, unless otherwise

agreed between the parties (acting in good faith), within 4 weeks of the date of this

Agreement.

4.4 Wood Group and AMEC shall use reasonable endeavours to ensure that all information

necessary for the identification and making of (or responding to any requests for further

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information consequent upon) any such filings, notifications or submissions (and that is

in the possession of, or reasonably obtainable by such party) is supplied accurately and

promptly to the other party, provided that the co-operation will be conducted in a manner

reasonably designed to preserve applicable lawyer/client and lawyer work product

privileges and to limit the exchange of any competitively sensitive information to outside

counsel or pursuant to an appropriately established clean team arrangement. Neither

party shall take or permit to be taken, any action that could reasonably be expected to

adversely affect the satisfaction of any of the Regulatory Conditions.

4.5 Except where otherwise required by law or a Relevant Regulatory Authority, Wood Group

and AMEC shall, whenever reasonably possible, jointly contact and correspond with the

Relevant Regulatory Authorities in relation to the Clearances.

4.6 Subject to Clause 4.4, without prejudice to the generality of Clause 4.2,

(A) each party shall bear its own legal costs in relation to all filings, notifications or

submissions, and Wood Group shall alone bear all other costs and expenses in

relation to such filings, notifications or submissions;

(B) Wood Group and AMEC shall co-operate in the preparation of all such filings,

notifications or submissions referred to in this Clause 4 and in relation to the

preparation of any other submissions, material correspondence or material

communications to any Relevant Regulatory Authority in connection with the

Clearances (including at pre-notification stage);

(C) each party shall provide, or procure the provision of, draft copies of all filings,

submissions, material correspondence and material communications intended to

be sent to any Relevant Regulatory Authority in relation to obtaining any

Clearances (including at pre-notification stage) to the other party and its legal

advisers at such time as will allow the receiving party a reasonable opportunity to

provide comments on such filings, submissions, correspondence and

communications before they are submitted or sent and each party shall provide

the other party with copies of all such filings, submissions, material

correspondence and material communications in the form finally submitted or

sent (including, in the case of non-written communications, reasonably detailed

summaries of material non-written communications);

(D) each party shall have regard in good faith to comments made in a timely manner

by the other party on draft copies of filings, submissions, material correspondence

and material communications provided pursuant to Clause 4.6(C) and shall

provide such supporting documentation as the other party reasonably requires;

(E) Wood Group and AMEC shall notify each other, and provide copies (including, in

the case of non-written communications, reasonably detailed summaries of

material non-written communications), in a timely fashion of any material

communication or material correspondence from any Relevant Regulatory

Authority in relation to obtaining any Clearance. Each of Wood Group and AMEC

further agrees to keep the other reasonably informed as to the progress of any

notification, filing and submission submitted, and shall give the other reasonable

prior notice of any meetings or material calls with any Relevant Regulatory

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Authority or other persons or bodies relating to any Clearance (including at pre-

notification stage) and shall allow advisers nominated by the other: (i) to attend

any such meetings or calls (unless prohibited by the Relevant Regulatory

Authority, applicable law or other person or body); and (ii) to make reasonable

oral submissions at such meetings or calls (provided that such oral submissions

have been discussed in advance); and

(F) where reasonably requested by a party, and insofar as permitted by the Relevant

Regulatory Authority, the other party shall make available appropriate

representatives for meetings and telephone calls with any Relevant Regulatory

Authority in connection with the obtaining of any Clearances (including at pre-

notification stage),

provided that the requirements of this Clause 4.6 shall be subject always to the provisions

of Clause 4.4 and that in respect of any information the circulation of which would

adversely affect the relevant party’s legitimate business interests, this Clause 4 shall only

require the disclosing party to provide, or procure the provision of, non-confidential

versions of such information to the other party and in respect of any competitively

sensitive information, such information shall be exchanged on an outside counsel basis

only or pursuant to an appropriately established clean team arrangement.

4.7 Unless agreed to by AMEC (acting in good faith and not to unreasonably withhold

consent), Wood Group shall not make any filings, notifications or submissions to the

Canadian government that are not required in order to complete the transactions

contemplated by this Agreement.

4.8 Wood Group and AMEC agree that any additional terms or requirements imposed by (i)

the Committee on Foreign Investment in the United States (including, but not limited to,

a mitigation agreement pursuant to Section 721(l)(1)(A) of the Defense Production Act of

1950 (as amended)) or (ii) the Defence Security Service that are required in order to

obtain a Clearance will be agreed to by Wood Group, unless Wood Group (acting

reasonably) determines that such additional terms or requirements would materially

impact the business of the post-Combination combined entity.

4.9 Each party undertakes to keep the other party informed promptly of (i) developments

which are material or reasonably likely to be material to the obtaining of a Clearance and

(ii) the satisfaction of the Regulatory Conditions.

5. Scheme Document

5.1 Wood Group agrees to provide promptly to AMEC all such information about itself, the

Wood Group Directors and the Wood Group Group as may be reasonably requested and

which is required for the purpose of inclusion in the Scheme Document and to provide all

other assistance and access which may be reasonably required for the preparation of the

Scheme Document and any other document required by applicable law or under the Code

to be published in connection with the Scheme, including access to, and ensuring that

reasonable assistance is provided by, its professional advisers.

5.2 Wood Group shall procure that its directors accept responsibility, in the terms required in

the Code, in the Scheme Document and any other document required by applicable law

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or under the Code to be published in connection with the Scheme (but only where

required to so by the Code) for all of the information relating to themselves (and members

of their immediate families, related trusts and persons connected with them), the Wood

Group Group and any statements of the opinion, belief or expectation of the Wood Group

Directors in relation to the Combination or the enlarged group of Wood Group following

the completion of the Combination and any other information in the Scheme Document

for which they are, under the Code, required to accept responsibility.

6. Wood Group public documents and shareholder approval

6.1 The parties intend that the Wood Group Circular and the Wood Group Prospectus will be

published on the same date as the Scheme Document. The parties acknowledge that the

Panel has consented, under paragraph 3 of Appendix 7 to the Code, to an extension of

the date (the “Extended Date”, being 10 weeks after the date hereof) by which the

Scheme Document must be sent to those persons entitled to receive it. It is further

acknowledged that, notwithstanding the foregoing provision in this Clause 6.1, there is no

intention that Wood Group shall publish the Wood Group Circular and the Wood Group

Prospectus on the same date as the Scheme Document if that Scheme Document is

posted before the Extended Date, and Wood Group shall be under no obligation to do so.

6.2 Wood Group shall:

(A) use reasonable endeavours to prepare and submit drafts of the Wood Group

Circular and the Wood Group Prospectus for review and comment by the UK

Listing Authority in accordance with the timetable agreed between the parties in

writing from time to time; and

(B) provide, or procure the provision of, draft copies of the Wood Group Circular and

the Wood Group Prospectus to AMEC (and/or its advisers) at such time as will

allow AMEC (and/or its advisers) reasonable notice of and reasonable

opportunity to review and comment on such drafts and Wood Group (and/or its

advisers) shall in good faith consider all comments reasonably and promptly

proposed by AMEC (and/or its advisers) before such drafts are submitted or sent

to the UK Listing Authority or any other Relevant Authority or published in final

form and, where practicable, Wood Group shall promptly notify AMEC (and/or its

advisers) of any material comments received from the UK Listing Authority or any

other Relevant Authority in relation to the Wood Group Circular and/or the Wood

Group Prospectus.

6.3 The Wood Group Circular shall contain a unanimous and unconditional recommendation

from the board of Wood Group Directors that the shareholders of Wood Group vote in

favour of the Wood Group Resolutions (the “Wood Group Board Recommendation”),

unless the Wood Group Directors have determined, following consultation with external

legal counsel and a financial adviser, that including the Wood Group Board

Recommendation would be inconsistent with any of the respective fiduciary duties of the

Wood Group Directors.

6.4 Wood Group shall not:

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(A) cause or permit the Wood Group Board Recommendation to be withdrawn,

qualified or modified in any adverse manner up to the time all the Wood Group

Resolutions have been duly passed;

(B) cause or permit any announcement to be made, whether before or after the Wood

Group Circular is dispatched, that the Wood Group Directors are no longer

unanimously and unconditionally recommending (or are no longer intending

unanimously and unconditionally to recommend) that the shareholders of Wood

Group vote in favour of the Wood Group Resolutions; or

(C) fail to publicly reaffirm or re-issue a statement of the intention of the Wood Group

Directors to make the Wood Group Board Recommendation on an unmodified

and unqualified basis before 5:30 p.m. on the 10th Business Day following

AMEC’s reasonable request to do so (each such event within (A) to (C) being, a

“Wood Group Board Recommendation Change”),

in each case unless the Wood Group Directors have determined, following consultation

with external legal counsel and a financial adviser, that failing to make the Wood Group

Board Recommendation Change would be inconsistent with any of the respective

fiduciary duties of the Wood Group Directors.

6.5 AMEC agrees to provide promptly to Wood Group, to the standard that is required for

Wood Group to meet its obligations in relation to the Listing Rules and the Prospectus

Rules (and in the case of an Agreed Switch, the Securities Act and the Exchange Act), all

such information about itself, the AMEC Directors and the AMEC Group as may be

reasonably requested and/or which is required for the purpose of inclusion in the Wood

Group Circular and/or the Wood Group Prospectus and to provide all other assistance

and access which may be reasonably required for the preparation of the Wood Group

Circular and/or the Wood Group Prospectus, including access to, and ensuring that

reasonable assistance is provided by, its professional advisers.

6.6 Wood Group shall use reasonable endeavours to ensure that the Wood Group Circular

and the Wood Group Prospectus are dispatched and published, respectively, in

accordance with the timetable agreed between the parties in writing from time to time and

shall convene the Wood Group General Meeting for the same time on the same date as

the Court Meeting and/or the AMEC General Meeting, being not later than the

Shareholder Approval Long Stop Date, provided there is no obligation on Wood Group to

convene the Wood Group General Meeting for the same date as the Court Meeting and/or

the AMEC General Meeting where the Scheme Document is posted before the Extended

Date.

6.7 In the period between the posting of the Wood Group Circular and the Wood Group

General Meeting, Wood Group shall keep AMEC informed, on a regular basis or as soon

as reasonably practicable following a request by AMEC, of the number and content of

proxy votes received in respect of the Wood Group Resolutions.

6.8 Wood Group shall permit up to four representatives of AMEC and its advisers to attend

the Wood Group General Meeting.

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6.9 Subject to the approval of the Wood Group Resolutions at the Wood Group General

Meeting, Wood Group shall use all reasonable endeavours to cause all New Wood Group

Shares to be issued to AMEC shareholders pursuant to the Combination to be approved

for admission to the Official List of the Financial Conduct Authority and admission to

trading on the London Stock Exchange (and in the case of a Switch, such approvals shall

also include the declaration of effectiveness of the Registration Statement by the U.S.

Securities and Exchange Commission).

6.10 For so long as the Combination is being implemented by way of the Scheme, Wood Group

shall use reasonable endeavours to cause all New Wood Group Shares which are issued

to AMEC shareholders upon the Scheme becoming effective to be issued in reliance on

the exemption from the registration requirements of the Securities Act provided by

section 3(a)(10) of the Securities Act and in reliance on exemptions from registration

under state “blue sky” or securities laws.

7. Implementation of the Scheme and switching to an Offer

7.1 Where the Combination is being implemented by way of the Scheme, Wood Group

undertakes that, before the Sanction Hearing, it shall deliver a notice in writing to AMEC

either:

(A) confirming the satisfaction or waiver of all Conditions (other than the Scheme

Condition); or

(B) confirming its intention to invoke a Condition (if permitted by the Panel) and

providing reasonable details of the event which has occurred, or circumstances

which have arisen, which Wood Group reasonably considers entitles it to invoke

the Condition,

provided that the date set for the Sanction Hearing must have been agreed to by Wood

Group in writing (acting reasonably) or otherwise set for a date no earlier than the earlier

in time to occur of (i) the date on which all the Conditions (other than the Scheme

Condition) have been satisfied; and (ii) the date that is 10 Business Days prior to the Long

Stop Date. If, on the Business Day prior to the date set for the Sanction Hearing, Wood

Group is aware of any fact, matter or circumstance that would allow any of the Conditions

to be invoked, Wood Group shall inform AMEC as soon as reasonably practicable, and

Wood Group and AMEC shall use their reasonable endeavours to procure that the

Sanction Hearing is postponed for a period of up to three Business Days (or such further

period as the parties may agree) to allow for the investigation of such fact, matter or

circumstance. Following the conclusion of such investigation, Wood Group shall either

confirm that the relevant Condition has been satisfied or waived or, if permitted by the

Panel invoke the relevant Condition.

7.2 If the Combination is being implemented by way of the Scheme, Wood Group shall

instruct counsel to appear on its behalf at the Sanction Hearing and undertake to the

Court to be bound by the terms of the Scheme in so far as it relates to Wood Group to

the extent that all the Conditions (other than paragraph 1(C) of the Scheme Condition)

have been satisfied or waived prior to or on the date of the Sanction Hearing.

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7.3 Wood Group shall be entitled, with the consent of the Panel, to implement the

Combination by way of the Offer rather than the Scheme, whether before or after the

posting of the Scheme Document (such election being a “Switch”) if:

(A) AMEC provides its prior written consent (an “Agreed Switch”), in which case

Clause 7.4 shall apply;

(B) a third party announces a firm intention to make an offer for the issued and to be

issued ordinary share capital of AMEC (whether including or excluding any AMEC

Shares held in treasury) which is recommended in whole or in part by the AMEC

Directors; or

(C) the AMEC Directors (i) do not include the AMEC Board Recommendation in the

Scheme Document (or, if different, the document convening the AMEC General

Meeting or the Court Meeting), (ii) withdraw, qualify or adversely modify the

AMEC Board Recommendation or (iii) prior to publication of the Scheme

Document (and/or the document convening the AMEC General Meeting or the

Court Meeting, if different), withdraw, qualify or adversely modify their intention to

give the AMEC Board Recommendation in any such document, including making

any public statement to such effect, or fail to publicly reaffirm or re-issue a

statement of their intention to make the AMEC Board Recommendation on an

unmodified and unqualified basis before 5:30 p.m. on the 10th Business Day

following Wood Group’s reasonable request to do so.

7.4 In the event of an Agreed Switch:

(A) the Acceptance Condition shall be set at 90 per cent. of the AMEC Shares to

which the offer relates (or such lesser percentage as may be agreed between the

parties in writing after, to the extent necessary, consultation with the Panel, being

in any case more than 50 per cent. of the AMEC Shares);

(B) Wood Group shall not take any action which would cause the Offer not to

proceed, to lapse or to be withdrawn in each case for the non-fulfilment of the

Acceptance Condition prior to the 60th day after publication of the Offer Document

(unless otherwise agreed with AMEC and the Panel) and Wood Group shall

ensure that the Offer remains open for acceptances until such time;

(C) Wood Group shall ensure that the only conditions of the Offer shall be the

Conditions (subject to replacing the Scheme Condition with the Acceptance

Condition referred to in Clause 7.4(A)) (unless the parties agree otherwise in

writing); and

(D) Wood Group shall keep AMEC informed, on a confidential and regular basis and

in any event within three Business Days following receipt of a written request from

AMEC of the number of holders of AMEC Shares that have validly returned their

acceptance or withdrawal forms or incorrectly completed their withdrawal or

acceptance forms and the identity of such shareholders.

7.5 In the event of any Switch in connection with which the Offer is to be registered under the

Securities Act (absent an applicable exemption from the registration requirements of the

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Securities Act), Wood Group, with AMEC’s assistance, shall prepare a registration

statement on Form F-4 (or any other applicable form) with respect to the Consideration

Shares to be issued in the Acquisition (the “Registration Statement”) and, in the event

of an Agreed Switch, the obligations of Wood Group and AMEC in Clauses 6.2(B), 6.5

and 6.9 shall apply to the process for preparation of such Registration Statement mutatis

mutandis.

7.6 In the event of any Agreed Switch:

(A) the parties agree that all provisions of this Agreement relating to the Scheme and

its implementation shall apply to the Offer or its implementation mutatis mutandis;

and

(B) Wood Group’s obligations under Clause 6.2(B) shall apply to the Offer Document

as if references in such clause to the Wood Group Circular and the Wood Group

Prospectus were to the Wood Group Circular, the Wood Group Prospectus and

the Offer Document.

8. Conduct of business

8.1 Pending the Effective Date, except (i) with AMEC's prior written consent (such consent

not to be unreasonably withheld or delayed), (ii) where required by law or regulation or

(iii) to the extent the relevant matter is expressly permitted or contemplated by or in this

Agreement or the Announcement, Wood Group shall not and shall procure that no

member of the Wood Group Group shall agree, resolve, commit or announce publicly any

agreement or intention to:

(A) other than in the ordinary course of business and consistent with past practice

(including, without limitation, the granting of options or awards in respect of

shares in the normal and ordinary course and in accordance with the Wood Group

Group's incentive plans and the issuance of shares necessary to satisfy such

options or awards vesting or due to be settled under such plans):

(i) allot or issue any Wood Group shares or any securities convertible into

Wood Group shares; or

(ii) grant any option over or right to subscribe for any such shares or any

such securities referred to in (i) above,

in each case that are allotted, issued or granted at less than the fair market value

of the relevant share, security, option or right on the date of allotment, issuance

or grant;

(B) split, combine or reclassify any of its shares or amend its memorandum or articles

of association, in each case, in any manner that would have an adverse impact

on the value of the New Wood Group Shares;

(C) subject to Clause 8.2, authorise, declare or pay any dividend or other distribution

on or with respect to its shares (whether in cash, assets, shares or other

securities); or

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(D) enter into any transaction or arrangement that would constitute a class 1

transaction in relation to Wood Group for the purpose of the Listing Rules, other

than the Scheme or Offer or any transaction or arrangement entered into in order

to enable or assist satisfaction of any of the Regulatory Conditions or the Merger

Conditions.

8.2 Notwithstanding Clause 8.1(C), Wood Group may:

(A) continue to authorise, declare and pay dividends and distributions in the ordinary

course and consistent with past practice over the previous two years and/or Wood

Group’s stated dividend policy or proposals (including as stated in the

Announcement), and provided that Wood Group shall be entitled to make

arrangements so that its 2017 interim dividend is paid prior to, or by reference to

a record date that is before, the Effective Date such that it is payable to holders

of existing Wood Group shares and not to holders of New Wood Group Shares;

and/or

(B) authorise, declare and pay dividends and distributions with reference to a record

date after the Effective Date (so that, if the Combination is completed, the New

Wood Group Shares rank for participation in such dividends or distributions

rateably and equally with all other shares of Wood Group then issued).

9. Employees and share plans

9.1 The parties agree that the provisions of Schedule 1 (Employee-related Matters) with

respect to certain employee-related matters shall be implemented in accordance with that

Schedule.

9.2 AMEC agrees that it will not process, and shall not issue any AMEC Shares to satisfy, the

exercise of any options granted under the AMEC Share Plans during the period starting

with the Scheme Record Time and ending on the Effective Date.

9.3 The parties agree that if the Acquisition is implemented by way of the Scheme, the

timetable for its implementation shall be fixed so as to enable options and awards under

the relevant AMEC Share Plans which provide for exercise and/or vesting upon the

sanction of the Scheme by the Court to be exercised or vest in sufficient time to enable

the resulting AMEC Shares to be bound by the Scheme on the same terms as AMEC

Shares held by AMEC shareholders.

10. Directors’ and officers’ insurance

10.1 If and to the extent such obligations are permitted by law, for six years after the Effective

Date, Wood Group shall procure that the members of the AMEC Group honour and fulfil

their respective obligations (if any) existing as at the date of this Agreement to indemnify

their respective directors and officers and to advance reasonable expenses, in each case

with respect to matters existing or occurring at or prior to the Effective Date.

10.2 Wood Group acknowledges that AMEC may purchase directors' and officers' liability

insurance cover with reputable insurers for both current and former directors and officers

of AMEC, including directors and officers who retire or whose employment is terminated

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as a result of the Combination, for acts and omissions up to and including the Effective

Date, in the form of runoff cover for a period of six years following the Effective Date, in

terms of amount and breadth substantially equal to that provided under the AMEC

directors' and officers' liability insurance as at the date of this Agreement.

11. Break Fee

11.1 By way of compensation for any loss or damage (including, but not limited to, incurring

substantial costs and expenses, lost opportunity costs, business dislocation, reputational

harm or adverse reaction) that may be suffered by AMEC on the occurrence of a Break

Fee Event, subject to Clauses 11.2 and 11.3, Wood Group shall pay, or shall procure the

payment by a member of the Wood Group Group of, the Break Fee to AMEC in the event

that, following the publication of the Announcement in accordance with Clause 2.1:

(A) with a vote having been held on the Wood Group Resolutions, such resolutions

are not passed by the Wood Group shareholders at the Wood Group General

Meeting;

(B) as at 5:00 p.m. on the Shareholder Approval Long Stop Date, no vote has been

held on the Wood Group Resolutions;

(C) Wood Group does not include the Wood Group Board Recommendation in the

Wood Group Circular when it is sent to the Wood Group shareholders;

(D) at, or prior to the start of, the Wood Group General Meeting (including any

adjournment thereof) a Wood Group Board Recommendation Change occurs;

(E) on or prior to the Long Stop Date, Wood Group invokes (and is permitted by the

Panel to invoke) any Merger Condition or Regulatory Condition so as to cause

the Combination not to proceed, to lapse or be withdrawn;

(F) the CMA refers the Combination to a second phase review with the effect that the

Combination lapses or terminates in accordance with Rule 12 of the Code; or

(G) a Merger Condition or Regulatory Condition has not been satisfied or waived by

Wood Group by 11.59 p.m. (London time) on the Long Stop Date resulting in the

Combination lapsing, terminating or being withdrawn,

(any such event being a “Break Fee Event”).

11.2 No Break Fee shall be payable if:

(A) before the time the Break Fee Event occurs or crystallises, any of the events

which gives Wood Group the right to serve notice to terminate and/or a

termination pursuant to Clauses 13.1(A), (B), (C), (D), (F) or (G) occurs, save

where:

(i) this Agreement has terminated pursuant to Clause 13.1(D) as a result of

any Merger Condition or Regulatory Condition: (a) being invoked by Wood

Group; (b) becoming incapable of satisfaction by the Long Stop Date and

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Wood Group stating that it will not be waived; or (c) not being capable of

being waived and becoming incapable of satisfaction by the Long Stop

Date; or

(ii) this Agreement has terminated pursuant to Clause 13.1(G) and the

Scheme (or the Offer as the case may be) has been withdrawn or lapsed

as a result of a Merger Condition or Regulatory Condition being: (a)

invoked by Wood Group; (b) becoming incapable of satisfaction by the

Long Stop Date and Wood Group stating that it will not be waived; or (c)

not being capable of being waived and becoming incapable of satisfaction

by the Long Stop Date;

(B) the Break Fee Event was caused to a material extent by AMEC’s failure to comply

with any of its obligations under Clause 3 and/or Clause 4, provided that, if such

failure is capable of remedy, Wood Group shall have notified AMEC in writing

promptly upon becoming aware of any such failure and AMEC shall not have

remedied any such failure within five Business Days of receipt of such notice or,

if earlier, in sufficient time for Wood Group to reasonably meet any regulatory or

legal deadline;

(C) the Break Fee Event was caused to a material extent by AMEC’s failure to provide

information, documentation, co-operation or access that it is required to provide

under Clause 6.5 or as otherwise may be required (in respect of AMEC) by reason

of applicable law or regulation (or by any regulator), including where such failure

has caused Wood Group to be unable to obtain the approval of the Financial

Conduct Authority for the Wood Group Circular and/or the Wood Group

Prospectus and post and/or publish the same in time to enable such vote to take

place prior to 5:00 p.m. on the Shareholder Approval Long Stop Date), provided

that, if such failure is capable of remedy, Wood Group shall have notified AMEC

in writing promptly upon becoming aware of any such failure and AMEC shall not

have remedied any such failure within five Business Days of receipt of such notice

or, if earlier, in sufficient time for Wood Group to reasonably meet any regulatory

or legal deadline;

(D) before the time that the Break Fee Event occurs or crystallises, Wood Group has

effected a Switch in accordance with Clauses 7.3(B) or 7.3(C);

(E) prior to publication of the Scheme Document (or the Offer Document, as the case

may be) or (if different) the document convening the AMEC General Meeting or

the Court Meeting, the AMEC Directors withdraw, qualify or adversely modify their

intention to give the AMEC Board Recommendation in any such document,

including making any public statement to such effect, or fail to publicly reaffirm or

re-issue a statement of their intention to make the AMEC Board Recommendation

on an unmodified and unqualified basis before 5:30 p.m. on the 10th Business

Day following Wood Group’s reasonable request to do so;

(F) the Scheme Document (or the Offer Document, as the case may be) or (if

different) the document convening the AMEC General Meeting or the Court

Meeting does not include the AMEC Board Recommendation; or

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(G) before the time that the Break Fee Event occurs or crystallises, the AMEC Board

Recommendation ceases to be unconditional or unanimous or is withdrawn,

qualified or adversely modified at any time.

11.3 No Break Fee shall be due in respect of a Break Fee Event under Clauses 11.1(B), (C)

or (D) if, after the time the Break Fee Event occurs or crystallises but before the

Combination lapses or is terminated, the Wood Group Resolutions are passed by the

Wood Group shareholders at the Wood Group General Meeting (and accordingly any

amount that has been previously paid by Wood Group in respect of Clauses 11.1(B), (C)

or (D) shall be repaid promptly by AMEC in such circumstances). This Clause 11.3 shall

survive termination of the Agreement.

11.4 Subject to Clause 11.5, Wood Group shall pay or procure the payment of the Break Fee

to AMEC within 10 Business Days of the occurrence of the Break Fee Event. Payment

shall be made in immediately available funds (without any deduction or withholding, save

only as required by law, and without regard to any lien, right of set-off, counterclaim or

otherwise) to such bank account as may be notified to Wood Group by AMEC for such

purpose.

11.5 The parties anticipate that the Break Fee should be outside the scope of VAT as a

compensation payment and the parties intend that, and shall use all reasonable

endeavours to ensure that, the Break Fee should not be treated for VAT purposes as the

consideration for a taxable supply. If, however, the Break Fee is treated by any tax

authority in whole or in part as the consideration for a taxable supply in respect of which

AMEC (or the representative member of the VAT group of which AMEC is a member) is

liable to account for VAT, then, subject to Clause 12.2(C), (i) AMEC shall provide Wood

Group with a valid VAT invoice in respect of that supply; and (ii) Wood Group shall, subject

to the receipt of a valid VAT invoice, no later than five Business Days before the date on

which AMEC (or the representative member of the VAT group of which AMEC is a

member) is liable to account for such VAT (the “Due Date”) or, if later, the date falling five

Business Days after AMEC has notified Wood Group in writing of the Due Date, pay to

AMEC an additional amount equal to the VAT for which AMEC (or such representative

member) is so liable.

11.6 In the event that the Break Fee has been paid in accordance with this Clause 11, and this

Agreement has been terminated in accordance with Clause 13.1(E), then, except with

respect to fraud, AMEC’s right to receive the Break Fee shall be the sole and exclusive

remedy of AMEC against Wood Group for any and all losses and damages suffered in

connection with this Agreement and the transactions contemplated by this Agreement. In

no event shall Wood Group be required to pay the Break Fee more than once or pay more

than one Break Fee.

12. Code and the Listing Rules

12.1 Nothing in this Agreement shall in any way limit the parties’ obligations under the Code,

and any uncontested rulings of the Panel as to the application of the Code in conflict with

the terms of this Agreement shall take precedence over such terms.

12.2 Nothing in this Agreement shall oblige:

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(A) AMEC to take any action which the Panel determines would not be permitted by

Rule 21.2 of the Code;

(B) AMEC or the AMEC Directors to recommend an Offer or a Scheme proposed by

Wood Group or any member of the Wood Group Group; or

(C) Wood Group to pay any amount over that which is permitted to be paid without

the prior approval of its shareholders pursuant to LR 10.2.7R of the Listing Rules.

13. Termination

13.1 Subject to Clauses 13.2 and 13.3, this Agreement shall terminate with immediate effect

and all rights and obligations of the parties under the Agreement shall cease forthwith, as

follows:

(A) if:

(i) agreed in writing between the parties; or

(ii) the Announcement is not released at or before the time specified in

Clause 2.1 (unless prior to that time the parties have agreed another time

and date in accordance with that clause);

(B) upon service of written notice by Wood Group to AMEC if one or more of the

following occurs:

(i) the Scheme Document (or Offer Document, as the case may be) or (if

different) the document convening the AMEC General Meeting or the

Court Meeting does not include the AMEC Board Recommendation, or

AMEC makes an announcement prior to the publication of such

document(s) that: (a) the AMEC Directors no longer intend to make such

recommendation or intend to qualify or adversely modify such

recommendation; (b) it will not convene the Court Meeting or the AMEC

General Meeting; or (c) it does not intend to post the Scheme Document

or (if different) the document convening the AMEC General Meeting; or

(ii) at any time after the date of this Agreement up to the time all the AMEC

Resolutions have been duly passed, the AMEC Directors withdraw,

qualify or adversely modify the AMEC Board Recommendation or fail to

publicly reaffirm or re-issue such unanimous and unqualified

recommendation (or, in the period prior to publication of the Scheme

Document (or the Offer Document, as the case may be) or (if different)

the document convening the AMEC General Meeting or the Court

Meeting, withdraw, qualify or adversely modify their intention to give the

AMEC Board Recommendation in any such document, including making

any public statement to such effect, or fail to publicly reaffirm or re-issue

a statement of their intention to make the AMEC Board Recommendation

on an unmodified and unqualified basis) before the earlier of (a) 5:30 p.m.

on the 10th Business Day following Wood Group’s reasonable request to

do so, or (b) the time of the start of the AMEC General Meeting (it being

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understood that the issue of any holding statement(s) issued to AMEC

shareholders following a change of circumstances (so long as any such

holding statement contains an express statement that such

recommendation is not withdrawn, qualified or modified and does not

contain a statement that the AMEC Directors intend to withdraw, qualify

or adversely modify such recommendation) shall not constitute a

withdrawal, qualification or modification of such recommendation for

purposes of this Clause);

(C) upon service of written notice by Wood Group to AMEC, if the Combination is

being implemented by way of the Scheme and:

(i) the Scheme Document is not posted by the Extended Date (other than in

circumstances where the same is caused by a breach by Wood Group of

Clause 5);

(ii) the Court Meeting or the AMEC General Meeting is not held on or before

the later of (i) the 22nd day after the expected date of such meetings as

set out in the Scheme Document; and (ii) the Shareholder Approval Long

Stop Date (or such later date as may be agreed between the parties with

the consent of the Panel and the approval of the Court (if such approval

is required));

(iii) the Sanction Hearing is not held on or before the later of (i) the 22nd day

after the expected date of such hearing as set out in the Scheme

Document; and (ii) thirty days after all the Conditions (other than the

Scheme Condition) have been satisfied or waived (or such later date as

may be agreed between the parties with the consent of the Panel and the

approval of the Court (if such approval is required));

(iv) the Scheme is not approved by the requisite majority of the AMEC

shareholders at the Court Meeting or the relevant resolutions are not

passed by the requisite majority of the AMEC shareholders at the AMEC

General Meeting; or

(v) the Court refuses to sanction the Scheme or grant the Scheme Order;

(D) upon service of written notice by Wood Group to AMEC stating that any Condition

which has not been waived is (or has become) incapable of satisfaction by the

Long Stop Date and, notwithstanding that it has the right to waive such Condition,

Wood Group will not do so, or if any Condition which is incapable of waiver

becomes incapable of satisfaction by the Long Stop Date, in each case in

circumstances where the invocation of the relevant Condition (or confirmation

that the Condition is incapable of satisfaction, as appropriate) is permitted by the

Panel;

(E) upon service of written notice by either party following a Break Fee Event;

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(F) upon service of written notice by Wood Group to AMEC, if a Competing Proposal:

(i) completes, becomes effective, or is declared or becomes unconditional in all

respects; or (ii) is recommended in whole or in part by the AMEC Directors;

(G) if the Scheme (or the Offer as the case may be) is withdrawn or lapses prior to

the Long Stop Date (other than where such lapse or withdrawal: (i) is as a result

of the exercise of Wood Group’s right to effect a Switch or (ii) is otherwise to be

followed within five Business Days by an announcement under Rule 2.7 of the

Code made by Wood Group or a person acting in concert with Wood Group to

implement the Combination by a different offer or scheme on substantially the

same or improved terms); or

(H) the Scheme has not become effective (or, if Wood Group implements the

Combination by way of the Offer, the Offer has not become unconditional) by the

Long Stop Date.

13.2 Termination of this Agreement shall be without prejudice to the rights of any of the parties

which have arisen before termination. For the avoidance of doubt, if the Agreement is

terminated pursuant to Clause 13.1, Wood Group will remain obliged to pay the Break

Fee to the extent that it had become due and payable at or prior to any such termination

(subject to the provisions of the Agreement then in force) on the occurrence of the Break

Fee Event.

13.3 The whole of this Clause 13, Clause 9 and Schedule 1 (but only in circumstances where

this Agreement is terminated on or after the Effective Date), Clause 10 (but only in

circumstances where this Agreement is terminated on or after the Effective Date),

Clauses 11.3 and 11.6 and Clauses 14 to 26 shall survive termination of this Agreement.

14. Representations and Warranties

14.1 Each party represents to the other party on the date of this Agreement that:

(A) it has the requisite power and authority to enter into and perform its obligations

under this Agreement;

(B) this Agreement constitutes its binding obligations in accordance with its terms;

and

(C) the execution and delivery of, and performance of its obligations under, this

Agreement will not:

(i) result in any breach of any provision of its constitutional documents;

(ii) result in a breach of, or constitute a default under, any instrument to which

it is a party or by which it is bound; or

(iii) result in a breach of any order, judgment, or decree of any court or

governmental agency to which it is a party or by which it is bound.

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14.2 Wood Group represents to AMEC that as at the date of this Agreement, that the only

Wood Group shareholder resolutions that are required to implement the Combination are

ordinary resolutions and no special resolutions are required.

15. Notices

15.1 A notice under this Agreement shall only be effective if it is in writing.

15.2 Notices under this Agreement shall be sent to a party by hand delivery or reputable

international courier or by facsimile or by email at its physical address or facsimile number

or email address respectively, and shall be marked for the attention of the individual set

out below:

(A) Wood Group:

Attention: Martin McIntyre

Physical address: 15 Justice Mill Lane

Aberdeen

AB11 6EQ

Email address: Martin.McIntyre@woodgroup.com

with a copy to:

Attention: William Setter

Physical address: 15 Justice Mill Lane

Aberdeen

AB11 6EQ

Email address: Bill.Setter@woodgroup.com

(B) AMEC:

Attention: Alison Yapp (General Counsel and Company Secretary)

Physical address: Booths Park

Chelford Road

Knutsford Road

Cheshire WA16 8QZ

United Kingdom

Fax number: +44 (0) 1565 683 200

Email address: alison.yapp@amecfw.com

with a copy to:

Attention: Aedamar Comiskey and James Inglis

Physical address: Linklaters LLP

One Silk Street

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London EC2Y 8HQ

United Kingdom

Fax number: +44 (0)20 7456 2222

Email address: aedamar.comiskey@Linklaters.com

james.inglis@Linklaters.com

15.3 A party may change its notice details on giving notice to the other party of the change in

accordance with Clauses 15.1 and 15.2. That notice shall only be effective on the date

falling one Business Day after the notification has been received or such later date as

may be specified in the notice.

15.4 Any notice given under this Agreement shall, in the absence of earlier receipt, be deemed

to have been duly given:

(A) if delivered by hand, on delivery;

(B) if sent by reputable international courier, on signature of a delivery receipt;

(C) if sent by facsimile, when the sender’s facsimile system generates a message

confirming successful transmission of the notice; or

(D) if sent by email, when sent.

15.5 Any notice given under this Agreement outside the period between 9:00 a.m. and 5:00

p.m. (“Working Hours”) shall be deemed not to have been given until the start of the next

period of Working Hours.

15.6 Each party shall, where it sends a notice by facsimile or email to the other party, within

two Business Days send a hard copy of the relevant notice via hand delivery or reputable

international courier to the physical address of the other party.

15.7 The provisions of this Clause 15 shall not apply in relation to the service of any claim

form, application notice, order, judgment or other document relating to any proceedings,

suit or action arising out of or in connection with this Agreement, whether contractual or

non-contractual.

16. Remedies and waivers

16.1 No delay or omission by any party to this Agreement in exercising any right, power or

remedy provided by law or under this Agreement shall:

(A) affect that right, power or remedy; or

(B) operate as a waiver of it.

16.2 The single or partial exercise of any right, power or remedy provided by law or under this

Agreement shall not preclude any other or further exercise of it or the exercise of any

other right, power or remedy.

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16.3 The rights, powers and remedies provided in this Agreement are cumulative and not

exclusive of any rights, powers and remedies provided by law.

16.4 Without prejudice to Clause 11.6 and to any other rights and remedies which either party

may have, each party acknowledges and agrees that damages alone may not be an

adequate remedy for any breach by either party of the provisions of this Agreement and

either party shall be entitled to seek the remedies of injunction, specific performance and

other equitable remedies, for any threatened or actual breach of any such provision of

this Agreement by either party and no proof of special damages shall be necessary for

the enforcement by either party of the rights under this Agreement.

17. Variation

No variation of this Agreement shall be valid unless it is in writing (which, for this purpose,

does not include email) and signed by or on behalf of each of the parties.

18. Invalidity

18.1 The parties agree that, if the Panel determines that any provision of this Agreement that

requires AMEC to take or not take action, whether as a direct obligation or as a condition

to any other person’s obligation (howsoever expressed), is not permitted by Rule 21.2 of

the Code, that provision shall have no effect and shall be disregarded.

18.2 If at any time any provision of this Agreement is or becomes illegal, invalid or

unenforceable in any respect under the law of any jurisdiction, that shall not affect or

impair:

(A) the legality, validity or enforceability in that jurisdiction of any other provision of

this Agreement; or

(B) the legality, validity or enforceability under the law of any other jurisdiction of that

or any other provision of this Agreement.

19. Entire Agreement

19.1 Save for the non-disclosure agreement between Wood Group and AMEC dated 3 March

2017, the clean team agreement dated 5 March 2017 and the joint defence agreement

dated 6 March 2017 (each of which remains in force), this Agreement constitutes the

whole and only agreement between the parties relating to the Combination and

supersedes any previous agreement whether written or oral between the parties in

relation to the Combination.

19.2 Except in the case of fraud, each party acknowledges that it is entering into this

Agreement in reliance upon only this Agreement and that it is not relying upon any pre-

contractual statement that is not set out in this Agreement.

19.3 Except in the case of fraud, no party shall have any right of action against the other party

arising out of or in connection with any pre-contractual statement except to the extent that

it is repeated in this Agreement.

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19.4 For the purposes of this Clause 19, “pre-contractual statement” means any draft,

agreement, undertaking, representation, warranty, promise, assurance or arrangement of

any nature whatsoever, whether or not in writing, relating to the subject matter of this

Agreement made or given by any person at any time before the date of this Agreement.

20. Language

Each notice or other communication under or in connection with this Agreement shall be

in English.

21. Contracts (Rights of Third Parties) Act 1999

Save for Clause 10.1, which is intended to be enforceable by the third parties named

therein, the parties do not intend that any term of this Agreement should be enforceable,

by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a

party to this Agreement.

22. Assignment

No party shall be entitled to assign (whether absolutely or by way of security and whether

in whole or in part), transfer, mortgage, charge, declare itself a trustee for a third party of,

or otherwise dispose of (in any manner whatsoever) the benefit of this Agreement (or any

part of it) or sub-contract in any manner whatsoever its performance under this Agreement

without the prior written consent of the other party.

23. Costs and expenses

Each party shall pay its own costs and expenses in relation to the negotiation,

preparation, execution and carrying into effect of this Agreement and any matter

contemplated by it.

24. Further assurance

Each party shall, at its own cost, use reasonable endeavours to, or procure the doing of

all acts that any relevant third party shall, do and execute and perform all such further

deeds, documents, assurances, acts and things as may reasonably be required to give

effect to this Agreement.

25. Counterparts

25.1 This Agreement may be executed in any number of counterparts, and by the parties on

separate counterparts, but shall not be effective until each party has executed at least

one counterpart.

25.2 Each counterpart shall constitute an original of this Agreement, but all the counterparts

shall together constitute but one and the same instrument.

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26. Governing law and jurisdiction

26.1 This Agreement is to be governed by and construed in accordance with English law. Any

matter, claim or dispute arising out of or in connection with this Agreement, whether

contractual or non-contractual, is to be governed by and determined in accordance with

English law.

26.2 The parties irrevocably submit to the exclusive jurisdiction of the courts of England and

Wales in respect of any matter, claim or dispute arising out of or in connection with this

Agreement, whether contractual or non-contractual.

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IN WITNESS WHEREOF the parties have executed this Agreement on the date first set out

above:

EXECUTED BY

acting for and on behalf of

John Wood Group PLC

)

)

)

)

)

)

David Kemp

EXECUTED BY

acting for and on behalf of

AMEC Foster Wheeler plc

)

)

)

)

)

)

John Connolly

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SCHEDULE 1

Employee-related Matters

1 Share plans

1.1 Operation of AMEC Share Plans prior to the Effective Date

1.1.1 Wood Group acknowledges and agrees that, prior to the Effective Date, the

directors of AMEC (and, where appropriate, the AMEC Remuneration Committee

or its delegate(s)) may operate the AMEC Share Plans as they consider

appropriate in accordance with the rules of the relevant AMEC Share Plan and

AMEC’ normal practice which may be modified as the AMEC Remuneration

Committee reasonably considers appropriate to take account of the Combination

or any change in regulation, and always subject to Rule 21.1 of the Code. For the

avoidance of doubt, operate includes (without limitation):

(i) determining the terms of and granting new awards and/or making cash

awards in lieu of granting new share-based awards;

(ii) making an invitation and granting new awards under the Sharesave Plans;

(iii) satisfying the vesting, exercise and release of awards (and any related

dividend equivalent entitlements) by issuing new shares, transferring (or

directing the transfer of) market purchase or treasury shares or paying

cash of equivalent value;

(iv) determining the treatment of awards for leavers; and

(v) making any amendments to the plan rules which under the plan rules

would not have required the approval of AMEC’ shareholders.

1.2 Treatment of awards in connection with the Combination

1.2.1 AMEC confirms that the following options and awards are outstanding under the

AMEC Share Plans or other employee incentive arrangements as at 9 March

2017:

AMEC Share Plan Number of AMEC Shares subject to

outstanding options / awards

Long-Term Incentive Plan

2015

6,090,270

Performance Share Plan 862,565

Restricted Share Plan 256,889

Sharesave Plans 6,652,731

Recruitment award to AMEC

Chief Executive

68,681

One-off awards below board 59,000

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Omnibus Plan 18,609 (vested option)

1.2.2 Wood Group acknowledges and agrees that the AMEC Remuneration Committee

may determine the treatment of outstanding awards under the AMEC Share Plans

prior to the Effective Date in accordance with the rules of the applicable plan and,

where relevant, AMEC’ directors’ remuneration policy. Wood Group further

acknowledges and agrees that in accordance with the rules of the relevant AMEC

Share Plan and, where relevant, AMEC’ directors’ remuneration policy,

outstanding awards which are unvested or not exercisable immediately before the

Sanction Hearing will vest, be released or become exercisable at the time of the

Sanction Hearing as determined by the AMEC Remuneration Committee, subject

to the following agreed principles:

(i) the vesting of awards granted under or on terms similar to the AMEC Long-

Term Incentive Plan 2015 prior to the date of this Agreement will not be

subject to time pro-rating;

(ii) the vesting of awards granted under the AMEC Long-Term Incentive Plan

2015 after the date of this Agreement will be subject to time pro-rating,

and such time pro-rating will be calculated on a whole year basis, rounding

up to the next anniversary of the grant date; and

(iii) where applicable, the vesting of awards granted under or on similar terms

to the AMEC Long-Term Incentive Plan 2015 will be subject to the

satisfaction of performance condition(s) as determined by the AMEC

Remuneration Committee in its discretion, which may include determining

performance based on a single performance condition.

1.2.3 To the extent the vesting of an award granted under the AMEC Long-Term

Incentive Plan 2015 after the date of this Agreement is reduced due to time pro-

rating in accordance with paragraph 1.2.2(ii) above (before, for the avoidance of

doubt, the assessment of any applicable performance condition(s)), AMEC and

Wood Group agree that as soon as practicable after the Effective Date participants

will receive an award of equivalent value over Wood Group shares (“Transition

Awards”). AMEC and Wood Group will co-operate with each other in good faith

to agree, prior to the Effective Date, the mechanics for making (which may include

agreeing a mandatory rollover under the AMEC Long-Term Incentive Plan 2015)

and the terms of the Transition Awards, provided always:

(i) the vesting schedule applicable to the Transition Awards will mirror the

vesting schedule applicable to the original awards granted under the

AMEC Long-Term Incentive Plan 2015; and

(ii) where original awards granted under the AMEC Long-Term Incentive Plan

2015 were subject to performance conditions, the related Transition

Awards will be subject to such performance conditions as agreed between

the parties prior to the Effective Date.

1.2.4 Wood Group agrees it shall offer each holder of an outstanding option or SAR

under the Sharesave Plans the opportunity to exchange his/her option/SAR over

AMEC Shares for an equivalent option/SAR over Wood Group Shares, such

options/SARs to be subject to the terms and conditions of the AMEC Sharesave

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Plans. Wood Group agrees to take all reasonable steps to ensure the exchange

will be structured in such a way as to ensure that, wherever relevant, the tax-

favourable status of any options/SAR is preserved.

1.2.5 AMEC and Wood Group agree that the Scheme Record Time shall take place

after the day of the Sanction Hearing to allow those participants in AMEC Share

Plans who acquire AMEC Shares on or before the day of the Sanction Hearing to

have those AMEC Shares acquired by Wood Group through the Scheme.

1.2.6 Vesting, exercise and settlement under the AMEC Share Plans as described

herein will be subject to the usual deductions for applicable taxes and national

insurance and similar social security deductions or contributions.

1.3 The Trust

The AMEC employee benefit trust (the “Trust”) currently holds 791,482 unallocated AMEC

Shares. Subject always to AMEC’ ability to make recommendations to the trustee of the

Trust to use the unallocated AMEC Shares held in the Trust to satisfy awards vesting or

options being exercised in the normal course, the parties agree that the trustee of the

Trust will be requested to agree to satisfy any awards or options vesting or being exercised

prior to the Effective Date using any unallocated AMEC Shares in priority to AMEC issuing

AMEC Shares to satisfy such awards and options.

1.4 Employee communications and participation in the Combination

1.4.1 AMEC agrees it shall:

(i) prepare, in a form to be agreed between AMEC and Wood Group, letters

(which may be in electronic form) to be sent jointly from AMEC and Wood

Group to participants in the AMEC Share Plans; and

(ii) arrange the delivery of such letters at the same time as, or as soon as

reasonably practicable after, the posting of the Scheme Document (or

such later time as the parties and the Takeover Panel may agree).

The letters will explain to participants the impact of the Combination on rights held

under the relevant AMEC Share Plans and any AMEC Shares they may receive

in respect of such rights, explain Wood Group’s “rule 15 proposals” and highlight

any action they may wish to take in anticipation of or in connection with the

Combination / Wood Group’s “rule 15 proposals”.

1.4.2 AMEC and Wood Group agree the AMEC Resolutions shall include a resolution

proposing an amendment to the AMEC articles of association by the adoption and

inclusion of a new article under which any AMEC Shares issued after the AMEC

General Meeting shall either be subject to the Scheme or (after the Effective Date)

shall be immediately transferred to Wood Group (or as it may direct) in exchange

for the same consideration to be paid by Wood Group as is due under the Scheme.

2 Employment and retention matters

2.1 Ordinary course of business arrangements

Wood Group acknowledges and agrees that prior to the Effective Date the AMEC Group

will carry out annual (or other periodic) pay reviews and appraisals, promotion rounds,

and bonus determinations in the ordinary course of business.

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2.2 Annual bonus

2.2.1 Bonus determinations for any financial year completed before the Effective Date

will be undertaken by the AMEC Group and determined (i) for executive directors

of AMEC, in accordance with its directors’ remuneration policy; and (ii) for all other

employees, in accordance with the AMEC Group’s normal practice. Any such

bonuses which are due and payable but which have not been paid at the Effective

Date will be paid on or immediately following the Effective Date.

2.2.2 Without prejudice to (i) any bonus arrangements in place at the date of this

Agreement which are more favourable to the participant(s) than the arrangements

set out in this paragraph 2.2.2 and paragraph 2.2.3 and (ii) to any project-specific

bonus arrangements which are payable in addition to any annual bonus

arrangements, bonus determinations for the financial year in which the Effective

Date occurs will be undertaken by the AMEC Group, determined:

(i) for the executive directors of AMEC, in accordance with its directors’

remuneration policy; and

(ii) for all other employees of the AMEC Group, on its reasonable assessment

of actual bonus outcomes for the period in question having regard to

applicable targets and the financial information available to it at the time,

in each case, on a pro rata basis to the Effective Date, save that where the

Effective Date occurs in the last quarter of the financial year no pro-rating will be

applied to any such bonus. Any such bonuses will be paid on, or immediately

following, the Effective Date and will not be subject to any deferral requirements

or clawback provisions.

2.2.3 Notwithstanding paragraph 2.2.2 above, AMEC will, after the end of the financial

year in which the Effective Date occurs, calculate bonus outcomes for all

employees for that year based on actual performance under the applicable AMEC

plan in accordance with its normal practice and having regard to any applicable

targets unless the employee moves to a Wood Group plan for the balance of the

financial year in which case bonus outcomes for that “stub” period will be

determined in accordance with the Wood Group plan in question. Where the

actual bonus outcome for (i) any employee who remains in the employment of the

Combined Group as at 31 December of the year in which the Effective Date

occurred; or (ii) any person who left after the Effective Date but before 31

December by reason of a Qualifying Termination, exceeds the amount paid

pursuant to paragraph 2.2.2 above, that person will receive a “top-up” payment

representing the difference between the amount paid on the Effective Date and

the actual outcome (save that for any person who left after the Effective Date but

before the start of the last quarter of the financial year by reason of a Qualifying

Termination, the “top-up” will be pro-rated to reflect the period of the financial year

served). In the event that any amount paid pursuant to paragraph 2.2.2 exceeds

any amount payable under this paragraph 2.2.3, the employee will not be required

to make any repayment.

2.3 Retention arrangements

2.3.1 The AMEC Group intends to put in place for the benefit of certain employees of

the AMEC Group, other than executive directors of AMEC, cash retention

payments payable in September 2018 or, if earlier, six months after the Effective

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Date, the total budget for which will be an amount up to but not exceeding £10

million. Subject to paragraph 2.3.2, each payment is conditional only on: (i) the

employee's satisfactory performance to the relevant payment date; (ii) the

employee not having resigned prior to the date of payment (other than by reason

of a Qualifying Termination); and (iii) the employee not having been dismissed "for

cause" or other serious misconduct (or not being under notice of termination "for

cause" or other serious misconduct from the relevant employing entity in the

AMEC Group) before the date of payment.

2.3.2 In the event of a Qualifying Termination of an employee in receipt of a retention

arrangement described in paragraph 2.3.1 after the Effective Date, any retention

payment which would otherwise have been payable after the termination date will

be paid on termination.

2.3.3 Wood Group confirms that it will not object to the arrangement outlined in this

paragraph 2.3. Without prejudice to this arrangement, Wood Group and AMEC

may put in place such additional retention and/or Combination and/or integration

bonus arrangements as may be agreed between them from time to time.

2.4 Integration planning

2.4.1 Wood Group and AMEC recognise that completion of the Combination may result

in an integration and restructuring process for the Combined Group (together the

“Restructuring”) with consequent redundancies and other terminations. Wood

Group and AMEC will work together in good faith to agree remuneration principles

which are equitable for employees from each of the Wood Group Group and the

AMEC Group (including but not limited to severance arrangements, any further

retention arrangements and integration and/or transaction bonuses).

2.5 Continuing employment

2.5.1 Wood Group will, on and following the Effective Date, fully observe the existing

contractual and statutory employment rights, including in relation to pensions, of

the AMEC Group’s management and employees in accordance with applicable

law.

2.5.2 For at least 12 months following the Effective Date Wood Group agrees that in

respect of each AMEC employee immediately prior to the Effective Date who

remains in employment within the Combined Group it will maintain base pay, total

variable compensation opportunity (including but not limited to annual bonus

targets, maximum bonus opportunity and long term incentive opportunity),

benefits and allowances, redundancy and severance arrangements (provided

they are either contractual or an established long-term practice of AMEC) or any

terms relating to pension accrual or contributions, and it will not amend any

material terms of any employee’s contract of employment (whether or not in

writing) to the detriment of that employee (other than with the agreement of the

employee).

2.5.3 If any AMEC Group benefit plans in place immediately before the Effective Date

are terminated after the Effective Date, Wood Group will ensure that employees

of the AMEC Group are eligible to participate in Wood Group’s benefit

arrangements on at least the same basis as similarly situated employees of Wood

Group. In respect of such new arrangements, Wood Group will also ensure that

(i) any accrued service with the AMEC Group is recognised; (ii) applicable waiting

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periods are waived; (iii) any pre-existing condition limitations are waived; and (iv)

where dependants of employees are provided with coverage under schemes

operated by the AMEC Group, such dependants are provided with cover under

Wood Group schemes. Where, as at the date of this Agreement, members of

AMEC Group are providing benefits to former employees or have obligations to

provide such benefits to current employees following the termination of their

employment, Wood Group will honour such arrangements.

2.6 Financial year

In this schedule, references to a financial year are to any period of 12 months commencing

on 1 January.

3 General

3.1.1 Wood Group shall, for a period of not less than 12 months post-the Effective Date,

maintain the corporate-sponsored nominee shareholding and share dealing

service (or provide a service of an equivalent level) that AMEC provides to its

employees and former employees as at the date of this Agreement.

3.1.2 If the Combination is to be effected by way of an Offer rather than a Scheme, all

arrangements set out in this Schedule shall continue to apply, save for any

modifications necessary to reflect the mechanics of the Offer or the requirements

of the AMEC directors’ remuneration policy. AMEC and Wood Group shall co-

operate in good faith to determine what modifications are required in order to give

effect to the intentions of parties as set out in this Schedule.

3.1.3 The provisions of this Schedule will apply to all employees of the AMEC Group

whilst they remain in the employment of a member of the combined AMEC Group

and Wood Group Group including but not limited to those who will cease to be

employed by members of the AMEC Group as a consequence of any agreement

reached by AMEC prior to the Effective Date to dispose of the business in which

they work and where completion of the transaction to effect that agreement does

not occur until after the Effective Date of this Combination.

3.1.4 A “Qualifying Termination” is any termination of employment by the applicable

employer by reason of redundancy, restructuring or reorganisation (and for the

avoidance of doubt excluding a termination “for cause” or other serious

misconduct), and a termination by reason of the employee’s resignation where he

is found by a court of competent jurisdiction to have been, or his employer agrees

that he has been, dismissed in circumstances amounting to constructive

dismissal.

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SCHEDULE 2

Form of Announcement