Restricted Stock Plan For Non-employee Directors

1997 FLUOR RESTRICTED STOCK PLAN FOR
NON-EMPLOYEE DIRECTORS


ARTICLE I
DEFINITIONS


Section 1.1 DEFINITIONS


As used herein, the following terms shall have the meanings hereinafter set forth unless the context clearly indicates to the contrary:


(a) "Accrued Retirement Benefit" shall mean, in relation to any
Eligible Director that is a member of the Board on the Plan Effective
Date, the amount set forth opposite such Eligible Director's name on
Schedule A annexed hereto, which amount corresponds to the present
value of the annual retirement benefits that would be payable to such
Eligible Director under the Fluor Corporation Retirement Plan for
Outside Directors following his or her mandatory retirement based on
years of service prior to the Plan Effective Date and life expectancy
after retirement, assuming a discount rate approximating the interest
rate on 30-year treasury obligations of the United States government.


(b) "Age for Board Retirement" shall mean the age for mandatory
retirement of members of the Board as specified in the Bylaws of the
Company, as applied to Eligible Directors on the date of such Eligible
Directors' retirement from the Board.


(c) "Award" shall mean an award of Restricted Stock pursuant to the
provisions of Article V hereof.


(d) "Awardee" shall mean an Eligible Director to whom Restricted Stock
has been awarded hereunder.


(e) "Board" shall mean the Board of Directors of the Company.


(f) "Change of Control" of the Company shall be deemed to have occurred
if, (i) a third person, including a "group" as defined in Section
13(d)(3) of the Securities Exchange Act of 1934, acquires shares of the
Company having twenty-five percent or more of the total number of votes
that may be cast for the election of directors of the Company; or (ii)
as the result of any cash tender or exchange offer, merger or other
business combination, or any combination of the foregoing transactions
(a "Transaction"), the persons who were directors of the Company before
the Transaction shall cease to constitute a majority of the Board of
the Company or any successor to the Company.


(g) "Committee" shall mean members of the Board who are not eligible to
participate in the Plan.


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(h) "Company" shall mean Fluor Corporation.


(i) "Eligible Director" shall mean a director of the Company who is not
and never has been an employee of the Company or any of its
Subsidiaries.


(j) "Fluor Stock Price" shall mean, as of any date, the closing sale
price for shares of Stock quoted for such date on The New York Stock
Exchange.


(k) "Plan" shall mean the 1997 Fluor Restricted Stock Plan for
Non-Employee Directors, the current terms of which are set forth
herein.


(l) "Plan Effective Date" shall mean the date upon which the Plan
becomes effective in accordance with the provisions of Section 2.3.


(m) "Restricted Stock" shall mean Stock that may be awarded to an
Eligible Director by the Committee pursuant to Article V hereof, which
is nontransferable and subject to a substantial risk of forfeiture until
specific conditions are met.


(n) "Restricted Stock Agreement" shall mean the agreement between the
Company and the Awardee with respect to Restricted Stock awarded
hereunder.


(o) "Stock" shall mean the Common Stock of the Company or, in the event
that the outstanding shares of Stock are hereafter changed into or
exchanged for shares of a different stock or securities of the Company
or some other corporation, such other stock or securities.


(p) "Subsidiary" shall mean any corporation, the majority of the
outstanding capital stock of which is owned, directly or indirectly, by
the Company or any partnership or joint venture in which either the
Company or such a corporation is at least a twenty percent (20%) equity
participant.


ARTICLE II
GENERAL


Section 2.1 NAME


This Plan shall be known as the "1997 Fluor Restricted Stock Plan for Non-Employee Directors".


Section 2.2 PURPOSE


The purpose of the Plan is to advance the interests of the Company and its stockholders by affording to Eligible Directors of the Company an opportunity to acquire or increase their proprietary interest in the Company by the grant to such directors of Awards under the terms set forth herein. By encouraging non-employee directors to become owners of Company shares, the Company seeks to increase their incentive for enhancing stockholder value and to motivate, retain and attract those highly


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competent individuals upon whose judgment, initiative, leadership and continued efforts the success of the Company in large measure depends.


Section 2.3 EFFECTIVE DATE


The Plan shall become effective upon its approval by the holders of a majority of the shares of Stock of the Company represented at an annual or special meeting of the stockholders of the Company.


Section 2.4 LIMITATIONS


Subject to adjustment pursuant to the provisions of Section 8.1 hereof, the aggregate number of shares of Stock which may be issued as Awards shall not exceed 60,000. Any such shares may be either authorized and unissued shares or shares issued and thereafter acquired by the Company.


Section 2.5 AWARDS GRANTED UNDER PLAN


Shares of Stock received pursuant to a Restricted Stock Agreement executed hereunder with respect to which the restrictions provided for in Section 5.3 hereof have lapsed shall not again be available for Award grant hereunder. If Restricted Stock is acquired by the Company pursuant to the provisions of paragraph (c) of Section 5.3 hereof, new Awards may be granted hereunder covering the number of shares to which such Restricted Stock acquisition relates.


ARTICLE III
PARTICIPANTS


Section 3.1 ELIGIBILITY


Any Eligible Director shall be eligible to participate in the Plan.


ARTICLE IV
ADMINISTRATION


Section 4.1 DUTIES AND POWERS OF COMMITTEE


The Plan shall be administered by the Committee. Subject to the express provisions of the Plan, the Committee shall also have complete authority to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to it, to determine the details and provisions of each Restricted Stock Agreement, and to make all other determinations necessary o ...