Fluor Executives' Supplemental Benefit Plan

FLUOR CORPORATION Amended and Restated Fluor Executives' Supplemental Benefit Plan Plan Document ================================================================================


AMENDED AND RESTATED
FLUOR EXECUTIVES' SUPPLEMENTAL BENEFIT PLAN


The purpose of this Fluor Executives' Supplemental Benefit Plan, amended and restated effective as of May 1, 1999, is to provide specified benefits to a select group of management and highly paid executives of Fluor Corporation, a Delaware corporation, and its subsidiaries, if any, that sponsor the Plan (collectively with the Trust (as defined below), the "Company"), in accordance with the following terms and conditions:


1. Definitions. For purposes of this Plan, unless otherwise clearly apparent
from the context, the following phrases or terms (and their related
meanings) shall have the following indicated meanings:


(a) "Administrative Committee" shall mean the Administrative Committee
appointed pursuant to Section 9 below.


(b) "Administrator" shall have the meaning set forth in Section 9 below.


(c) "Adverse Change in Employment Condition" shall mean, with respect to an
Executive, any of the following:


(i) The Executive experiences a Termination of Employment for any
reason other than a voluntary resignation.


(ii) The Executive experiences any material change of his or her duties
with a material reduction in his or her responsibilities or
compensation.


(iii) The Executive experiences any mandatory change in the geographic
location of his or her principal place of business with a
reduction in his or her compensation.


(iv) The Executive experiences any obvious bad faith by the Company in
dealing with his or her employment conditions.


(d) "Approved Early Retirement" shall mean, with respect to an Executive,
severance from employment with the Company for reasons other than death
prior to Normal Retirement that the board of directors of the Company
or, upon and after a Change in Control Event, the Administrator has
determined pursuant to this Plan is an Approved Early Retirement.


(e) "Beneficiary" shall mean the person or persons designated as such in
accordance with Section 7.


(f) "Beneficiary Designation Form" shall mean the form established from time
to time by the Committee that an Executive completes, signs and returns
to the Committee to designate one or more Beneficiaries.


- --------------------------------------------------------------------------------


1


2 FLUOR CORPORATION Amended and Restated Fluor Executives' Supplemental Benefit Plan Plan Document ================================================================================


(g) "Benefit" shall mean, with respect to an Executive, the Executive's
Pre-Retirement Death Benefit, Retirement Benefit, Disability Benefit,
Joint and Survivor Insurance Coverage Benefit or Change in Control
Benefit, as determined in accordance with Section 6.


(h) A "Change in Control Event" shall occur if:


(i) any shareholder or "group" as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, directly or indirectly acquires
25% or more of the voting power of the then outstanding securities
of the Company that are entitled to vote generally for the
election on the Company's directors as appropriate (the "Voting
Securities"); or


(ii) as the direct or indirect result of, or in connection with, a
reorganization, merger, cash tender, share exchange or
consolidation (a "Business Combination"), a contested election of
directors, or any combination of these transactions, the persons
who were directors of the Company cease to constitute a majority
of the Company's board of directors, or any successor's board of
directors.


(i) "Company" shall mean Fluor Corporation, a Delaware corporation, and its
subsidiaries, if any, which sponsor the Plan. Notwithstanding the
foregoing, if the context so requires, "Company" shall also mean the
Trust.


(j) "Death Benefit" shall mean, with respect to an Executive, the
Executive's Pre-Retirement Death Benefit or Post-Retirement Death
Benefit, as the case may be.


(k) "Disability" or "Disabled" shall mean, with respect to an Executive, the
period of time during which the Executive qualifies for permanent
disability benefits under the Company's long-term disability plan or, if
the Executive does not participate in such a plan, a period of
disability during which the Executive would have qualified for permanent
disability benefits under such a plan had the Executive been a
participant, as determined in the sole discretion of the Administrator.
If the Company does not sponsor such a plan, or discontinues to sponsor
such a plan, Disability shall be determined by the Administrator in its
sole discretion.


(l) "Employment" shall mean full-time or substantially full-time employment
by the Company or any Subsidiary of the Company, including any approved
leave of absence.


(m) "Endorsement" shall mean, with respect to an Executive, the endorsement,
in favor of the Executive and contained in the Policy, in the amounts
set forth in Schedule A-1 and A-2 of Section 2 of the Executive's Plan
Agreement, and in a form acceptable to the Insurer, entitling the
Executive to designate a Beneficiary to receive the Executive's
Pre-Retirement Death Benefit, if any, from the Policy. Notwithstanding
any other provision of this Plan that may be construed to the contrary,
the Endorsement shall be null and void and of no further effect upon and
after the Endorsement Termination Date.


- --------------------------------------------------------------------------------


2


3 FLUOR CORPORATION Amended and Restated Fluor Executives' Supplemental Benefit Plan Plan Document ================================================================================


(n) "Endorsement Termination Date" shall mean the date on which occurs the
first of the following events:


(i) The Executive Retires.


(ii) The Executive experiences a Termination of Employment.


(iii) The second anniversary of the date the Executive experiences a
Disability;


(iv) The Executive experiences an Adverse Change in Employment
Condition upon or after a Change in Control Event.


(v) The Plan is terminated by the Executive or the Company in
accordance with Section 12.


(vi) The Executive elects to receive the Joint and Survivor Insurance
Coverage Benefit in accordance with Section 6(d).


(o) "Executive" shall mean an employee of the Company, or any Subsidiary of
the Company, who is selected by the Administrator to participate in this
Plan, and who enters into a Plan Agreement and completes a Beneficiary
Designation Form accepted by the Administrator.


(p) "Fluor Joint and Survivor Split Dollar Insurance Plan" shall mean that
certain Fluor Corporation Joint and Survivor Split Dollar Life Insurance
Plan.


(q) "Form of Retirement Benefit" shall mean, with respect to an Executive,
the Post-Retirement Death Benefit, the Lump Sum Benefit or the Salary
Continuation Benefit as set forth in Section 6(c).


(r) "Insurer" shall mean, as to each Executive, the insurer(s) specified in
his or her Plan Agreement.


(s) "Lump Sum Benefit", with respect to an Executive at a particular age,
shall have the following meanings:


(i) For (a) a Normal Retirement, or (b) an Approved Early Retirement
or Change in Control Benefit at age fifty-five (55) or older, the
Executive's Lump Sum Benefit shall be the amount set forth as such
in Schedule B of Section 2 of the Executive's Plan Agreement.


(ii) For an Approved Early Retirement or Change in Control Benefit at
age fifty-four (54) or younger, the Executive's Lump Sum Benefit
shall be equal to the Lump Sum Benefit set forth as such in
Schedule B of Section 2 of the Executive's Plan Agreement for an
Approved Early Retirement at age fifty-five (55), discounted at a
rate equal to 7.5% per annum, compounded, for each year that the
Executive is younger than age fifty-five (55), including any
partial year.


- --------------------------------------------------------------------------------


3


4 FLUOR CORPORATION Amended and Restated Fluor Executives' Supplemental Benefit Plan Plan Document ================================================================================


(t) "Normal Retirement" shall mean, with respect to an Executive, severance
from employment with the Company on or after the date upon which he or
she attains age sixty-five (65) for any reason, other than leave of
absence, death or Disability.


(u) "Plan" shall mean the Amended and Restated Fluor Executives'
Supplemental Benefit Plan, which shall be evidenced by this instrument
and by each Plan Agreement, as they may be amended from time to time.


(v) "Plan Agreement" shall mean, with respect to an Executive, a written
agreement, as may be amended from time to time, which is entered into by
and between the Company and an Executive. Each Plan Agreement shall
provide for the entire benefit to which such Executive is entitled under
the Plan; should there be more than one Plan Agreement, the Plan
Agreement bearing the latest date of execution by the Company shall
supersede all previous Plan Agreements in their entirety and shall
govern such entitlement. The terms of any Plan Agreement may be
different for any Executive, and any Plan Agreement may provide
additional benefits not set forth in the Plan or limit the benefits
otherwise provided under the Plan; provided, however, that any such
additional benefits or benefit limitations must be agreed to by both the
Company and the Executive.


(w) "Policy" shall mean that policy of life insurance as described in
Section 2 below.


(x) "Post-Retirement Death Benefit" shall mean, with respect to an
Executive, the death proceeds payable by the Company (rather than under
the Policy by the Insurer) to the Executive's Beneficiary, in the
amounts set forth in Schedule B of Section 2 of the Executive's Plan
Agreement. Neither the Company nor the Executive shall be responsible in
any way for the tax status of the Post-Retirement Death Benefit.


(y) "Premium" shall mean, as to any particular time, the premium as
determined under the terms of the Policy.


(z) "Pre-Retirement Death Benefit" shall mean, with respect to an Executive,
the death proceeds payable under the Policy by the Insurer to the
Executive's Beneficiary, in the amounts set forth in the Endorsement.
Neither the Company nor the Executive shall be responsible in any way
for the tax status of the Pre-Retirement Death Benefit.


(aa) "Retirement", "Retires", or "Retired" shall mean, with respect to an
Executive, severance from employment with the Company on account of his
or her Normal Retirement or Approved Early Retirement, as the case may
be.


- --------------------------------------------------------------------------------


4


5 FLUOR CORPORATION Amended and Restated Fluor Executives' Supplemental Benefit Plan Plan Document ================================================================================


(bb) "Salary Continuation Benefit", with respect to an Executive at a
particular age, shall have the following meanings:


(i) For (a) a Normal Retirement or (b) an actual Approved Early
Retirement at age fifty-five (55) or older, the Executive's Salary
Continuation Benefit shall be the amount set forth as such in
Schedule B of Section 2 of such Executive's Plan Agreement.


(ii) For an actual Approved Early Retirement at age fifty-four (54) or
younger, an Executive's Salary Continuation shall be equal to the
Salary Continuation Benefit set forth as such in Schedule B of
Section 2 of such Executive's Plan Agreement for an Approved Early
Retirement at age fifty-five (55), discounted at a rate equal to
7.5% per annum, compounded, for each year that the Executive is
younger than age fifty-five (55), including any partial year.


(cc) "Subsidiary" shall mean any corporation, partnership, limited liability
company, venture or other entity in which the Company has at least a 50%
equity ownership interest.


(dd) "Termination of Employment" shall mean, with respect to an Executive,
the severing of employment with the Company, voluntarily or
involuntarily, for any reason other than Retirement, Disability, death
or an authorized leave of absence.


(ee) "Trust" shall mean the trust established pursuant to that certain Master
Trust Agreement, dated as of _______, 19__, between the Company and the
trustee named therein, as amended from time to time.


(ff) "Year" shall mean a period of twelve (12) consecutive calendar months.


2. Acquisition of Policy; Ownership of Insurance; Enrollment Requirements.


(a) Acquisition of Policy; Ownership of Insurance. The parties to this Plan
shall cooperate in applying for and obtaining the Policy. The Policy
shall be issued to the Company as its sole and exclusive owner, subject
to the Endorsement in favor of the Executive.


(b) Enrollment Requirements. As a condition of participation, each selected
Executive must complete, execute and return a Plan Agreement and a
Beneficiary Designation Form to the Administrator. In addition, the
Administrator (or the Administrator, upon and after a Change in Control
Event) shall establish from time to time such other enrollment
requirements as it determines, in its sole discretion, are necessary.


(c) Executive's and Beneficiary's Tax Liability. The Executive acknowledges
that, prior to the Endorsement Termination Date, under current law, he
or she shall have taxable income equal to the value of the "economic
benefit" derived by the Executive from the Policy's insurance
protection, as determined for Federal income tax purposes under Revenue
Rulings 64-238 and 66-110. The Executive further acknowledges that,
under current law, he or she and/or his or her Beneficiary shall have
taxable income equal to the economic value of any Benefits to which he
or she or his or her Beneficiary become entitled to receive under the
Plan after the Endorsement Termination Date.


- --------------------------------------------------------------------------------


5


6 FLUOR CORPORATION Amended and Restated Fluor Executives' Supplemental Benefit Plan Plan Document ================================================================================


3. Premium Payments. Prior to the Endorsement Termination Date, the Company
shall pay to the Insurer each Premium on or before the date that it is due.
In the event that the Company fails to pay a Premium, or a portion thereof,
the Executive may pay, but is not required to pay, such Premium or portion
thereof, and the Company shall immediately reimburse the Executive for any
amount so paid. Upon and after the Endorsement Termination Date, the Company
shall be entitled to exercise all of the rights of the owner under the
Policy, including the right in its sole and absolute discretion to pay or
not to pay additional Premiums when due in order to keep the Policy in force
for the sole benefit of the Company. Therefore, upon and after the
Endorsement Termination Date, the Executive shall have no right to be
reimbursed by the Company for any subsequent payment of Premiums by the
Executive to the Insurer.


4. Rights and Interests in the Policy.


(a) Rights of Company. Except for those rights granted to the Executive in
the Endorsement pursuant to Section 4(b) below, the Company shall have
all of the rights of the owner under the Policy and shall be entitled to
exercise all of such rights, options ...