<PAGE>
As filed with the Securities and Registration No._________
Exchange Commission on October 3, 1997
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
SECURITIES ACT OF 1933
______________________
FLUOR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 95-0740960
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3353 Michelson Drive
Irvine, California 92698
(Address of principal executive office) (Zip Code)
FLUOR EXECUTIVE DEFERRED COMPENSATION PROGRAM
(Full title of the plan)
LAWRENCE N. FISHER, Senior Vice President - Law
and Secretary
3353 Michelson Drive
Irvine, California 92698
(Name and address of agent for service)
(714) 975-2000
(Telephone number, including area code, of agent for service)
________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================
Title of each class Amount Proposed Maximum Proposed Maximum Amount of
of securities to to be Offering Price Aggregate Registration
be registered registered (1) Per Share Offering Price (1) Fee
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Deferred Compensation $145,000,000 N/A $145,000,000 $43,939.40
Obligations (2)
================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h).
(2) The Deferred Obligations are unsecured obligations of Fluor Corporation to
pay deferred compensation in the future in accordance with the terms of
the Fluor Executive Deferred Compensation Program.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Information for this Item is included in documents distributed to
participants.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Information for this Item is included in documents distributed to
participants.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by Fluor Corporation
(hereinafter, the "Company" or the "Registrant") with the Commission, as noted
below, are incorporated by reference into this Registration Statement:
(1) The Annual Report of the Company on Form 10-K for the fiscal year
ended October 31, 1996; and
(2) The Quarterly Reports of the Company on Form 10-Q for the fiscal
quarters ended January 31, 1997, April 30, 1997 and July 31, 1997.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act, and prior to the filing of a post-effective
amendment to this Registration Statement that indicates that all securities
offered hereby have been sold or that deregisters all such securities remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing such documents. Any statement contained herein
or in any document incorporated or deemed incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed to constitute a part of this
Registration Statement, except as so modified.
2
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES.
The Deferred Compensation Obligations hereby registered consist of certain
unfunded and unsecured obligations of Fluor arising in favor of persons
electing to participate in the Fluor Executive Deferred Compensation Program
(the "Plan"). Set forth below is a summary of the Plan, which summary is
qualified in its entirety by reference to the terms of the Plan, filed as
Exhibit 4.3 hereto and incorporated herein by reference.
The Plan permits eligible members of the Company's executive management
team electing to participate in the Plan ("Participants") to defer all or any
portion of their salary or incentive compensation awards for certain deferral
periods. Participants may specify the portion of their compensation to be
deferred, which elections shall become effective with the first payroll period
commencing thereafter, in the case of salary deferrals, or as of the fiscal
period in which such election is made and for which performance is measured, in
the case of incentive compensation deferrals. Participants may change or
terminate the deferred portion they have elected with respect to salary not
more often than every six months; the deferred portion elected for any payment
of incentive compensation is irrevocable. The Plan includes provisions that
give Participants credit for benefits they may lose under the Company's savings
and pension plans as a result of salary deferrals under the Plan.
Additionally, the Plan provides that Participants may elect to receive deferred
compensation credits (as opposed to cash compensation) in amounts equal the
excess of the amount they elect to contribute to the Fluor Corporation Salaried
Employees' Savings Plan (the "Savings Plan") over the annual contribution
limitations imposed on such contributions under Section 401 of the Internal
Revenue Code ("Excess Benefit Accruals").
When a Participant elects to defer compensation under the Plan, the
Company retains the deferred amount and credits the value thereof (and certain
compensating accruals described below) by book entry to the applicable accounts
established and maintained by the Company with respect to such Participant's
deferred compensation. The Plan provides for "Deferral" and "Accrual"
accounts. Deferral accounts are maintained with respect to the amount of
compensation deferred in accordance with the Participant's instructions.
Accrual accounts are maintained with respect to Excess Benefit Accruals and to
give Participants credit for the amounts by which the Company's contributions
to the Fluor Corporation Employees' Retirement Plan and the Savings Plan are
reduced by reason of salary deferrals made under the Plan.
The deferral period extends to the termination of the Participant's
employment with the Company or its subsidiaries, except that, in the case
amounts credited to the Participant's Deferral Accounts, the Participant may
specify the date for the expiration of the deferral period (which may not
extend beyond the date upon which the Participant reaches the age of 70-1/2
years). If the Participant specifies such an expiration date, the deferral
period will terminate on the earlier of termination of such employment or such
expiration date.
3
<PAGE>
Participants may allocate the amount of their accounts to various
investment crediting options available under the Plan. Initially, Participants
make allocations to the crediting options at the time they elect to participate
in the Plan. Thereafter, Participants may change their allocations once every
six months. The Executive Compensation Committee of the Company ("Committee")
has discretion to determine which crediting options will be available under the
Plan provided that certain crediting options will be continuously available to
Participants that had deferred compensation accounts under prior deferred
compensation plans that were rolled into the Plan effective as of May 1, 1995.
Participant accounts are adjusted monthly to reflect the performance of the
applicable crediting options.
Amounts accrued in a Participant's account may be distributed in one lump
sum payment on or before December 31 of the year in which the deferral period
terminates (or, if the Company elects, in the following January) or in not more
than 20 annual installments. In the case of Accrual accounts, Company has
discretion to distribute the amount thereof as a lump sum payment or as
installment payments; in the case of Deferral accounts, distributions will be
as lump sum payments unless the Participant, in connection with his or her
specification of a deferral period, elects to receive distributions of such
accounts as a number of installment payments or, in the event the deferral
period terminates as the result of the termination of the Participant's
employment with the Company or its subsidiaries, the Company elects to make
distributions as a number (not exceeding twenty) of annual installments.
Amounts accrued in a Participant's accounts are also subject to lump sum
distribution within fifteen days of the month following the termination of a
Participant's employment with the Company or its subsidiaries if such
termination occurs within two years following a change of control of the
Company. Additionally, in the event that the Committee approves such
distribution, limited portions of a Participant's account may be distributed in
the event the Participant suffers an sudden, unexpected and severe financial
hardship. Finally, a Participant may elect to receive a lump sum payment of
90% of his or her accounts prior to the termination of his or her employment
with the Company or its subsidiaries. Such an election results in the
forfeiture of any interest in the remaining 10% of his or her accounts and
precludes further participation in the Plan for the balance of the fiscal year
in which such election is made.
The obligation of the Company to pay Participant's the amount of their
accounts under the Plan is unfunded and constitutes a general unsecured
obligation of the Company that ranks pari passu with other unsecured and
unsubordinated indebtedness of the Company. Assets of the Company segregated
or identified by the Company for the purpose of paying deferred compensation
obligations under the Plan are general corporate assets of the Company subject
to the claims of its creditors.
The interests of Participants under the Plan may not be assigned,
transferred, pledged or otherwise encumbered. Upon the death of a Participant,
his or her beneficiaries, as designated under the Fluor Employee's Retirement
Plan or as otherwise designated by the Participant to his or her employer or,
in the absence of such designation, by the personal representative of the
4
<PAGE>
Participant's estate, shall be entitled to payments that would otherwise be
made to the Participant under the Plan.
The Company's obligation to pay amounts of deferred compensation under the
Plan are not convertible into securities of the Company, and Participants have
no voting rights with respect to the Plan or such obligations. Such
obligations will not have the benefit of a negative pledge or any other
affirmative or negative covenant on the part of the Company. No trustee has
been appointed having authority to take action with respect to the Plan or the
Company's obligations thereunder, and each Participant is responsible for
acting independently with respect to, among other things, the giving of
notices, responding to any request for consents, waivers or amendments
pertaining to the Plan or deferrals thereunder, and enforcing the Company's
obligations under the Plan.
The Plan is administered by the Committee. The Committee has full
discretionary authority to interpret the Plan, to determine benefits payable to
Participants, to maintain records, to make rules for the regulation of the Plan
and to appoint plan administrators and to take other actions necessary for the
proper administration of the Plan. The Plan may be amended or terminated at
any time and from time to time, except that no such amendment may adversely
affect a Participant's rights with respect to outstanding deferred compensation
obligations credited to the Participant's account as of the date such amendment
or termination without prior consent of the Participant.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the securities of the Company being registered hereby has
been passed upon by Lawrence N. Fisher, Senior Vice President - Law and
Secretary of the Company. Mr. Fisher is an executive officer of the Company
and holds both restricted and unrestricted shares of the Company's common
stock. Mr. Fisher also is eligible to participate in the Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is a Delaware corporation. Article Nineteen of the Company's
Restated Certificate of Incorporation provides that the officers and directors
of the Company shall be indemnified and held harmless by the Company to the
fullest extent authorized by the Delaware General Corporation Law, as amended
from time to time (the "GCL"). Section 145 of the GCL provides that a Delaware
corporation has the power to indemnify officers and directors in certain
circumstances.
Subsection (a) of Section 145 of the GCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action in the right of the corporation),
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement
5
<PAGE>
actually and reasonably incurred in connection with such action, suit or
proceeding provided such director or officer acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, provided
that such director or officer has no reasonable cause to believe his conduct
was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
director or officer, or former director or officer, who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that such person acted in any of the capacities set forth
above against expenses (including attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of such action or suit;
provided that such director or officer acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation. However, no indemnification may be made in respect of any
obligation, issue or matter as to which such director or officer has been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability, but in
view of all the circumstances of the case, the director or officer is fairly
and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.
Section 145 further provides that (i) to the extent that a director or
officer has been successful on the merits or otherwise in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) of Section
145 or in the defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith. Article Nineteen of the
Company's Restated Certificate of Incorporation provides that the
indemnification provided for thereunder shall be a contract right which shall
include the right to be paid expenses incurred in defending any proceeding in
advance of its final disposition subject to any undertakings required under the
GCL. Subsection (e) of Section 145 requires an undertaking to repay any such
amount advanced if the director or officer receiving such amount is ultimately
determined not to be entitled to indemnification.
Article Nineteen limits indemnification of any officer or director with
respect to actions initiated by such person to those actions where such
indemnification is approved by the Company's Board of Directors.
Indemnification provided for by Section 145 and Article Nineteen is not to
be deemed exclusive of any other rights to which the indemnified party may be
entitled. Both Section 145 and Article Nineteen permit the Company to maintain
insurance on behalf of a director or officer against any liability asserted
against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the Company would have the power to indemnify
him against such liabilities under Section 145.
6
<PAGE>
Article Nineteen provides that any director or officer claiming rights to
indemnification thereunder may bring suit if such indemnification is not paid
within thirty days. Article Nineteen further provides that the Company bears
the burden of proving that the claimant has not met the standards of conduct
required for indemnification under the GCL if the Company elects to defend any
such action.
Article Eighteen of the Company's Restated Certificate of Incorporation
provides that, to the fullest extent permitted under the GCL, a director of the
Company shall not be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation of the Company, as in effect as
of March 18, 1987 (filed as Exhibit 4.1 to the Company's Registration
Statement on Form S-8 (No. 333-18151) and incorporated herein by
reference)
4.2 Bylaws of the Company, as amended effective January 28, 1997 (filed
as Exhibit 3.2 to the Company's Form 10-K for the fiscal year ended
October 31, 1996, and incorporated herein by reference)
4.3 Fluor Executive Deferred Compensation Program, as restated effective
as of May 1, 1997
5 Opinion of Lawrence N. Fisher as to legality of the Deferred
Compensation Obligations registered hereby
23.1 Consent of Independent Auditors - Ernst & Young LLP
23.2 Consent of Lawrence N. Fisher (contained in Exhibit 5)
24 Manually signed Powers of Attorney executed by certain Fluor
directors and officers
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
7
<PAGE>
(1) To file, during the period in which offers or sales are being made, a
post effective amendment to this Registration Statement (i) to include any
prospectus required by section 10(a)(3) of the Securities Act of 1933, (ii) to
reflect in the prospectus any facts or events arising after the effective date
of this Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration Statement, (iii) to
include any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement; provided, however, that clauses
(i) and (ii) do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this Registration
Statement;
(2) That for the purpose of determining liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering;
(4) That, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; and
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of the expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Irvine and State of California on the 29th day of September, 1997.
FLUOR CORPORATION
/s/ LAWRENCE N. FISHER
By:___________________________________
Lawrence N. Fisher
Senior Vice President - Law and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated. Moreover, the undersigned hereby also
certify that the best of their knowledge and belief the issuer meets all the
requirements for filing on Form S-8.
Signature Title Date
--------- ----- ----
PRINCIPAL EXECUTIVE OFFICER AND DIRECTOR:
*
- ------------------------- Director, Chairman of September 29, 1997
L. G. McCraw the Board and Chief
Executive Officer
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
*
- ------------------------ Vice President and September 29, 1997
J. M. Conaway Chief Financial Officer
OTHER DIRECTORS:
*
- ------------------------- Director September 29, 1997
D. L. Blankenship
9
<PAGE>
*
- ------------------------- Director September 29, 1997
C. A. Campbell, Jr.
*
- ------------------------- Director September 29, 1997
P. J. Fluor
*
- ------------------------- Director September 29, 1997
D. P. Gardner
*
- ------------------------- Director September 29, 1997
T. L. Gossage
*
- ------------------------- Director September 29, 1997
W. R. Grant
*
- ------------------------- Director September 29, 1997
B. R. Inman
*
- ------------------------- Director September 29, 1997
R. V. Lindsay
*
- ------------------------- Director September 29, 1997
V. S. Martinez
*
- ------------------------- Director September 29, 1997
B. Mickel
10
<PAGE>
*
- ------------------------- Director September 29, 1997
D. R. O'Hare
- ------------------------- Director
R. W. Renwick
*
- ------------------------- Director September 29, 1997
M. R. Seger
/s/ RAYMOND M. BUKATY
* By:_______________________________
R. M. Bukaty
Attorney-in-Fact
11
<PAGE>
EXHIBIT LIST
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
----------- ----------------------
<C> <S>
4.1 Restated Certificate of Incorporation of the Company, as in
effect as of March 18, 1987 (filed as Exhibit 4.1 to the
Company's Registration Statement on Form S-8 (No. 333-18151) and
incorporated herein by reference)
4.2 Bylaws of the Company, as amended effective January 28, 1997
(filed as Exhibit 3.2 to the Company's Form 10-K for the fiscal
year ended October 31, 1996, and incorporated herein by
reference)
4.3 Fluor Executive Deferred Compensation Program, as restated
effective as of May 1, 1997
5 Opinion of Lawrence N. Fisher as to legality of the Deferred
Compensation Obligations registered hereby
23.1 Consent of Independent Auditors - Ernst & Young LLP
23.2 Consent of Lawrence N. Fisher (contained in Exhibit 5)
24 Manually signed Powers of Attorney executed by certain Fluor
directors and officers
</TABLE>
<PAGE>
Exhibit 4.3
FLUOR EXECUTIVE
DEFERRED COMPENSATION PROGRAM
(AMENDED AND RESTATED AS OF MAY 1, 1997)
<PAGE>
FLUOR EXECUTIVE
DEFERRED COMPENSATION PROGRAM
(Amended and Restated as of May 1, 1997)
THIS INSTRUMENT, executed and made effective as of May 1, 1997 by FLUOR
CORPORATION, a Delaware corporation, evidences an amendment and restatement of
the terms of the Fluor Executive Deferred Compensation Program (formerly known
as the Fluor Corporation and Subsidiaries Executive Deferred Compensation
Program) adopted for the benefit of certain key employees of Fluor Corporation
and its subsidiaries.
WITNESSETH:
WHEREAS, the Company has heretofore maintained three separate deferred
compensation programs for its key employees, this Plan which covered deferrals
of incentive compensation, the Fluor Corporation and Subsidiaries Executive
Deferred Salary Program (the "Deferred Salary Program") which covered the
deferral of salary and other related amounts and the Fluor Excess Benefit Plan
("Excess Benefit Plan") which provided deferrals to compensate for benefits
which would otherwise be lost to highly compensated employees as a result of
the contribution and benefit limitations imposed by ERISA; and
WHEREAS, the Company , effective as of May 1, 1995, combined all of the three
foregoing unfunded deferred compensation programs for its key employees into a
single program by (a) combining the Deferred Salary Program (including, without
limitation, the excess 401(k) accounts previously maintained as a part of this
program) with and into this Plan thereby merging all the accounts previously
maintained under that Deferred Salary Program with and into this Plan and (b)
by transferring the key employee accruals previously maintained under the
Excess Benefit Plan from the Excess Benefit Plan into this Plan; and
WHEREAS, the Company now desires to amend and restate the terms and
conditions of the Plan;
NOW, THEREFORE, the Company hereby declares the current terms and conditions
of the Fluor Executive Deferred Compensation Program (formerly known as the
Fluor Corporation and Subsidiaries Executive Deferred Compensation Program) to
be, as of May 1, 1997, as follows:
ARTICLE I
THE PLAN
1.1. NAME. This Plan shall be known as the "Fluor Executive Deferred
Compensation Program".
1
<PAGE>
1.2 PURPOSE. This Plan is adopted for the purpose of providing eligible
executive employees with a means to satisfy future financial needs and also for
the purpose of providing such employees with retirement and other benefits
which, because of various contribution and benefit accrual limitations, cannot
be provided for them under the tax qualified retirement, profit sharing and
savings plans in which such employee is a participant. The Company intends
that the Plan constitute an unfunded "top hat" plan maintained for the purpose
of providing deferred compensation to a select group of management or highly
compensated employees under applicable provisions of ERISA.
1.3 PLAN ADMINISTRATION. The Plan shall be administered by the Committee in
accordance with the following:
(a) The Committee, on behalf of the Participants and their Beneficiaries,
shall enforce the Plan in accordance with its terms, shall be charged with the
general administration of the Plan, and shall have all powers necessary to
accomplish its purposes, including, but not by way of limitation, the
following:
(i) To determine all questions relating to the eligibility of employees
to participate;
(ii) To construe and interpret the terms and provisions of this Plan;
(iii) To compute and certify to the amount and kind of benefits payable
to Participants or their Beneficiaries;
(iv) To maintain all records that may be necessary for the
administration of the Plan;
(v) To provide for the disclosure of all information and the filing or
provision of all reports and statements to Participants, Beneficiaries or
governmental agencies as the Committee may determine or as shall be
required by law;
(vi) To make and publish such rules for the regulation of the Plan and
procedures for the administration of the Plan as are not inconsistent with
the terms hereof; and
(vii) To appoint a plan administrator or any other agent, and to
delegate to such person such powers and duties in connection with the
administration of the Plan as the Committee may from time to time
prescribe.
(b) The Committee shall have full discretion to make factual determinations
as may be necessary and to construe and interpret the terms and provisions of
this Plan, which interpretation or construction shall be final and binding on
all parties, including but not limited to the Company and any Participant or
Beneficiary. The Committee shall administer such terms and provisions in a
uniform manner and in full accordance with any and all laws applicable to the
Plan.
(c) To enable the Committee to perform its functions, the Company shall
supply full and timely information to the Committee on all Plan matters
relating to the Participants,
2
<PAGE>
their death or other cause of termination, and such other pertinent facts as
the Committee may require.
ARTICLE II
DEFINITIONS
2.1 DEFINITIONS.
Accrual Accounts - shall mean a Participant's Excess Benefit Accrual Account
----------------
and Pre-Effective Date Excess Benefit Accrual Accounts, if any.
Beneficiary - The beneficiary designated by the Participant under the Fluor
-----------
Employees' Retirement Plan or, if no such designation has been made, then as
designated on a form provided by the Participant's corporate employer, or, in
the absence of any designation, the personal representative of the
Participant's estate.
Board - shall mean the Board of Directors of Fluor Corporation.
-----
Change of Control - "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.
Code - shall mean the Internal Revenue Code of 1986, as amended.
----
Committee - shall mean the Executive Compensation Committee of the Company.
---------
Company - shall mean Fluor Corporation.
-------
Crediting Options - shall mean the crediting options shown on Schedule A, as
-----------------
modified from time to time.
Crediting Rate - shall mean for each Crediting Option, an amount equal to the
--------------
rate, expressed as a percent, of gain or loss on the assets of such Crediting
Option during a month as determined in accordance with Schedule A.
Deferral Account - shall mean collectively, a Participant's Deferred Incentive
----------------
Award Account, Deferred Salary Account, Pre-Effective Date Deferral Account,
the Pre-Effective Date Deferred Salary Accounts and the Pre-1986 Deferral
Accounts.
3
<PAGE>
Deferred Incentive Award Account - shall have the meaning set forth in Section
--------------------------------
6.1 hereof.
Deferred Salary Account - shall have the meaning set forth in Section 6.1
-----------------------
hereof.
Effective Date - shall mean May 1, 1995.
--------------
Eligible Employee - shall mean any employee of the Company or its subsidiaries
-----------------
who (a) is eligible to participate in the Retirement Plan or has been
specifically designated as eligible for participation in this Plan by the
Committee and (b) is a member of the Executive Management Team.
ERISA - shall mean the Employee Retirement Income Security Act of 1974, as
-----
amended.
Excess Benefit Accrual Account - shall have the meaning set forth in Section
------------------------------
6.2 hereof.
Excess 401(k) Account - shall mean the accounts maintained pursuant to the
---------------------
Prior Plan to compensate for lost benefits under the Savings Plan that were
attributable to the annual contribution limitations of section 401(k) of the
Code.
Executive Management Team - shall mean those employees who have been determined
-------------------------
to have been eligible to participate in the Fluor Corporation and Subsidiaries
Executive Incentive Compensation Program or in other similar management
incentive compensation programs of the Company or any of its subsidiaries.
Fiscal Year - shall mean the twelve month period ending on October 31 of each
-----------
year.
Incentive Award - shall mean awards made pursuant to the terms of the Fluor
---------------
Corporation and Subsidiaries Executive Incentive Compensation Program, the
Fluor Special Executive Incentive Plan, the Directors' Achievement Award
Program and any other incentive compensation program for management and other
highly compensated employees which the Committee determines to be eligible for
participation in this Plan.
Normal Retirement Age - shall mean 65 years of age.
---------------------
Participant - shall mean any Eligible Employee who has one or more Deferral
-----------
Accounts and/or one or more Accrual Accounts under this Plan.
Plan - shall mean the Fluor Executive Deferred Compensation Program the terms
----
of which are set forth herein.
Pre-1986 Deferral Account - shall have the meaning set forth in Section 6.1
-------------------------
hereof.
Pre-Effective Date Deferral Account - shall have the meaning set forth in
-----------------------------------
Section 6.1 hereof.
4
<PAGE>
Pre-Effective Date Deferred Salary Account - shall have the meaning set forth
------------------------------------------
in Section 6.1 hereof.
Pre-Effective Date Excess Benefit Accrual Account - shall have the meaning set
-------------------------------------------------
forth in Section 6.2 hereof.
Prior Plan - shall mean the Fluor Corporation and Subsidiaries Executive
----------
Deferred Salary Program.
Retirement Plan - shall mean the Fluor Corporation Employees' Retirement Plan.
---------------
Salary - shall mean the base salary regularly paid to an employee including the
------
employee's deferrals under Sections 401(k) and 125 of the Code.
Savings Plan - shall mean the Fluor Corporation Salaried Employees' Savings
------------
Investment Plan.
Termination of Service - Termination of the full-time employee/employer
----------------------
relationship between a Participant and Fluor Corporation or any of its
subsidiaries by reason of retirement, death, resignation, involuntary
termination, permanent total disability or change in status to a part-time
employee, as these terms are defined for purposes of the Retirement Plan.
ARTICLE III
PARTICIPATION
3.1 SALARY DEFERRALS. Any Eligible Employee who is a member of the Executive
Management Team will, for the period of such membership, be entitled to defer
all or a portion of Salary pursuant to the provisions of Section 4.2(a) hereof
for so long as he remains an Eligible Employee. If an Eligible Employee is
removed as a member of the Executive Management Team, such Eligible Employee
will, notwithstanding such removal, remain eligible to defer salary through the
end of the calendar year in which such removal occurred.
3.2 INCENTIVE AWARD DEFERRALS. Any Eligible Employee who earns an Incentive
Award which becomes payable after the Effective Date will be entitled to defer
such Incentive Award or portion thereof pursuant to the provisions of Section
4.2(b) hereof.
3.3 EXISTING ACCOUNTS. All undistributed account balances in the Prior Plan
as of the Effective Date are hereby transferred to and made a part of this
Plan. The Prior Plan is hereby merged into this Plan as of the Effective Date
and all benefits previously payable under the Prior Plan shall be paid solely
from this Plan. Any such account balances will be subject to Adjustment
pursuant to the terms of Section 7.1 hereof and, subject to the deferral
5
<PAGE>
period or periods previously elected by the Employee, will be maintained,
determined and distributed in accordance with the terms hereof. All
undistributed account balances of Eligible Employees under the Fluor Excess
Benefit Plan as of the Effective Date are hereby transferred to and made a part
of this Plan and such account balances will be subject to Adjustment pursuant
to the terms of Section 7.1 hereof. On and after the Effective Date all
benefits previously payable to Eligible Employees under the Fluor Excess
Benefit Plan shall be paid solely under this Plan.
3.4 EXCESS BENEFIT ACCRUALS. As of the last day of each calendar year each
Eligible Employee shall be entitled to receive an Excess Benefit Accrual if and
to the extent earned in accordance with the provisions of Section 5.1 hereof.
ARTICLE IV
DEFERRALS
4.1 AMOUNTS SUBJECT TO DEFERRAL. Subject to the effect of any previously
authorized or required deductions, reductions or income or employment tax
withholdings applicable to such compensation, an Eligible Employee may elect to
defer all or any portion of his Salary or any Incentive Award.
4.2 TIMING AND MECHANICS OF ELECTION.
(a). Salary - The amount of Salary to be deferred for future payroll periods
------
must be specified by the Eligible Employee in writing to his corporate employer
as a fixed percentage of Salary. Such deferral election shall be effective
with the first payroll period beginning after receipt of the election by the
Company and will continue in effect (excluding the two payroll periods where no
reductions or deductions are taken) until a subsequent election or termination
of the election is received by the Company, which change or termination shall
also be effective as of the first payroll period beginning after receipt of
such election or termination. The deferral percentage so specified may not be
changed, terminated or re-initiated more often than once every six months.
(b). Incentive Awards - The amount of any Incentive Award to be deferred must
----------------
be specified by the Eligible Employee in writing to his corporate employer no
later than the end of the fiscal period(s) for which performance is measured in
determining the amount of the Incentive Award. The amount to be deferred may
be specified either as a fixed dollar amount or as a percentage of the
Incentive Award. Such amount or percentage, once specified, is irrevocable as
to such Incentive Award.
4.3 DEFERRAL PERIODS. Unless otherwise specified by the Eligible Employee at
the time of his deferral election, payment of such amounts shall be deferred
until such Eligible Employee's Termination of Service. The Eligible Employee
may specify a deferral period which may not extend beyond the date upon which
such Eligible Employee reaches age 70-1/2.
6
<PAGE>
If a specific deferral period has been selected, the deferral period shall end
upon the earlier to occur of (a) the Eligible Employee's Termination of Service
or (b) expiration of the specified deferral period.
ARTICLE V
OTHER ACCRUALS
5.1 EXCESS BENEFIT ACCRUALS. As of each December 31 the Company shall credit
the Excess Benefit Accrual Account of each Eligible Employee with an amount
equal to the excess of the amount of company contributions which would have
been allocated to such Eligible Employee's account under the Retirement Plan
for the calendar year but for the limitations imposed by Sections 401 and 415
of the Code over the actual amount of company contributions allocated to his
accounts under such plans for the calendar year. At the end of each calendar
month, the Company shall credit the Excess Benefit Accrual Account of each
Eligible Employee with an amount equal to the excess of (a) the amount of
Company contributions which would have been made to the account of such
Eligible Employee for such month under Section 5.1 and Article IV of the
Savings Plan, but for the limitations imposed by Sections 401 and 415 of the
Code over (b) the actual amount of Company contributions allocated to his
accounts for such month pursuant to such Article VI; provided however, that
such amounts will be so credited only if such Eligible Employee elects, prior
to beginning of any such month to defer an additional portion of his Salary
which is equal to the amount by which the amounts contributed on behalf of such
Eligible Employee pursuant to Section 5.1 of the Savings Plan for such month
were reduced by reason of the limitations imposed by Sections 401 and 415 of
the Code.
5.2 COMPENSATING ACCRUALS. Each Eligible Employee who elects to defer all or
a portion of his Salary pursuant to Section 4.2(a) hereof will also be credited
with additional accruals to his Deferred Salary Account to compensate for
reductions in Company Retirement Plan and Savings Plan contributions that
result from such Salary deferral. Such accruals shall be calculated as
follows:
(a). As of the end of each calendar year there shall be credited to the
account of each Eligible Employee, an additional amount that is equal to
the amount by which Company contributions to such Eligible Employee's
accounts in the Retirement Plan were reduced by reason of Salary
deferrals made under this Plan.
(b). At the end of each calendar month there shall be credited to the
account of each Eligible Employee an additional amount that is equal to
the amount by which Company contributions made under Article VI of the
Savings Plan for such month to the account of such Eligible Employee are
reduced by reason of Salary deferrals made under this Plan.
7
<PAGE>
ARTICLE VI
MAINTENANCE OF ACCOUNTS
6.1 DEFERRAL ACCOUNTS. The Company shall maintain one or more of the
following separate deferral accounts, as applicable, for Eligible Employees:
(1) a Deferred Incentive Award Account to which shall be credited all amounts
of Incentive Awards which have been deferred by such Eligible Employee pursuant
to the provisions of Section 4.2(b) hereof; (2) a Pre-Effective Date Deferral
Account which shall include all undistributed amounts relating to Incentive
Awards as to which a deferral election had been made prior to the Effective
Date, but not including deferred amounts of Incentive Awards for Fiscal Years
ending on or before October 31, 1985; and (3) a Pre-1986 Deferral Account which
shall include all undistributed amounts relating to Incentive Awards for Fiscal
Years ending on or before October 31, 1985; (4) a Pre-Effective Date Deferred
Salary Account to which shall be credited the balance as of the Effective Date
of the amount standing to the credit of such Eligible Employee under the Prior
Plan, reduced by the amount attributable to the Excess 401(k) Account
maintained under such Prior Plan; and (5) a Deferred Salary Account to which
shall be credited all amounts of Salary deferred on and after the Effective
Date and all amounts credited such Eligible Employee pursuant to Section 5.2
hereof.
6.2 EXCESS BENEFIT ACCRUAL ACCOUNTS. The Company shall maintain the following
separate accrual accounts, as applicable, for Eligible Employees: (1) a Pre-
Effective Date Excess Benefit Accrual Account to which shall be credited as of
the Effective Date all amounts then standing to the credit of such Eligible
Employees in the Fluor Excess Benefit Plan, and in the Excess 401(k) Account of
the Prior Plan; and (2) an Excess Benefit Accrual Account to which shall be
credited all amounts accruing for the benefit of such Eligible Employee
pursuant to Section 5.1 hereof.
6.3 ADJUSTMENTS. Each account of a Participant established pursuant to
Sections 6.1 and 6.2 hereof shall be adjusted monthly to reflect any gains
and/or losses thereon (the "Adjustment") in accordance with the provisions of
Section 7.1 hereof.
ARTICLE VII
CREDITING OPTIONS
7.1 CREDITING OPTIONS. The Company has selected the crediting options
described in Schedule A any of which may be changed, modified or deleted, or
additional investment options may be added, from time to time by the Committee
(the "Crediting Options"), provided however, that (a) the Five Year T-Bill
Option will remain available for Pre-Effective Date Deferral Accounts, Pre-
Effective Date Deferred Salary Accounts and Pre-Effective Date Excess Benefit
Accrual Accounts and, until the end of the 1995 fiscal year, for Salary
Deferrals put into place prior to the Effective Date; and (b) the Fluor Average
Interest Factor option shall always remain available for Pre-1986 Deferral
Accounts. At the time that an Eligible Employee first becomes a Participant,
the Participant shall allocate
8
<PAGE>
deferrals among the Crediting Options that will be used as a measure of the
investment performance of the contents of each of his Deferral and Accrual
Accounts on a form provided by the Committee. In making this designation, the
Participant may specify that all or any 10% multiple of each of his Deferral
and Accrual Accounts be deemed to be invested in one or more of the Crediting
Options. Each Participant will be able to reallocate the Crediting Options for
each of his Deferral and Accrual Accounts once every six months in 10%
multiples on a form provided by the Committee. Said reallocation will be
effective as of the first day of the month following the month in which the
form is received by the Committee. Until a Participant delivers a new
Crediting Options form to the Committee, his prior Crediting Options shall
control. If a Participant fails to select a Crediting Option for deferrals or
accruals made after the Effective Date he shall be deemed to have elected the
Money Market Option. The Company shall use the Participant's Crediting Option
designations as the basis for calculating the Adjustment component of each
Deferral and Accrual Account. If a Participant changes his or her Crediting
Option designations, then such change shall supersede the previous designation
effective the first business day of the month following the month the change is
made. The Company shall begin crediting the Participant's Deferral Accounts
with the amount deferred by the Participant on the last day of the month in
which the Salary or Incentive Award would have otherwise been paid. The
monthly Adjustment shall be determined as follows: As of the last day of each
month in which any amount remains credited to any Deferral Account or Accrual
Account of a Participant, each portion of such accounts deemed invested in a
particular crediting option shall either be credited or debited with an amount
equal to that determined by multiplying the balance of such portion of such
account as of the last day of the preceding month by the Return Rate for that
month for the applicable Investment Option. As to the applicable amount
distributed, the Company shall cease crediting or debiting Adjustments to the
Participant's Deferral and/or Accrual Accounts on the last day of the month of
the applicable distribution event set forth in Articles VIII and IX (the
"Valuation Date").
Allocation of investment selections shall be made among the Crediting
Options. A Participant shall have absolutely no ownership interest in any
Crediting Option. The Company shall be the sole owner of (if any) funds
invested in any such Investment Option, as well as all amounts accounted for in
the Deferral and Accrual Accounts, all of which shall at all times be subject
to the claims of the Company's creditors.
A Participant shall be entitled to payment of an amount equal to the amount
in each of his Deferral and Accrual Accounts in accordance with Articles VIII
and IX hereof.
ARTICLE VIII
ACCOUNT DISTRIBUTIONS
8.1 NO DEFERRAL PERIOD SPECIFIED. With respect to any Accrual Account and
those portions of any Deferral Account (including, any Adjustments related
thereto) as to which no specific deferral period has been selected by the
Participant at the time of deferral:
9
<PAGE>
(a). The lump sum payment or the first installment will be paid on or
before December 31 of the year of termination; provided however, that the
Company may in its sole discretion elect to defer payment thereof until
January of the succeeding year.
(b). In the event of installment payments, the second installment will
be paid in January following the year in which the first installment was
paid and all remaining installments will be paid annually in January.
(c). Payment in cash in one lump sum or in annual installments will be
at the sole discretion of the Participant's corporate employer. The
number of installment payments will not exceed twenty.
(d). In the event of the death of a Participant prior to commencement of
any payments hereunder, payments will be made to his Beneficiary in
accordance with the foregoing provisions. In the event of the death of a
Participant after commencement of benefit payments in installments but
prior to payment of his entire entitlement, payment may be made to his
Beneficiary in one lump sum or by continuation of installments at the
discretion of the Participant's corporate employer. In the event
installments continue to the Beneficiary, they will continue to be subject
to Adjustment under Section 7.1 hereof.
8.2 SPECIFIED DEFERRAL PERIOD. With respect to those portions of any Deferral
Account (including any Adjustments related thereto) as to which a specified
deferral period has been selected by a Participant at the time of deferral:
(a). Entitlement to payment will occur upon the earlier of the (i)
Participant's Termination of Service or (ii) upon expiration of the
specific deferral period.
(b). All payments will be made in a lump sum in cash unless, (i) in the
cases where entitlement to payment arises upon expiration of the deferral
period, the Participant designates at the time of deferral that the
deferred amount be paid in a specified number (not to exceed twenty) of
annual installments or, (ii) in cases where entitlement to payment arises
upon Termination of Service, the Company in its sole discretion elects to
make payments of the deferred amount in a specified number (not to exceed
twenty) of annual installments.
(c). The lump sum payment or the first installment payment will be paid
on or before December 31 of the year of entitlement; provided however,
that the Company may in its sole discretion elect to defer payment thereof
until January of the succeeding year.
10
<PAGE>
(d). If a Participant's entitlement is paid in installments, the second
installment payment will be paid during January of the year following the
year in which the first installment was paid and all remaining
installments will be paid annually in the month of January.
(e). In the event of the death of a Participant prior to commencement of
any payments hereunder, payments will be made to his Beneficiary in
accordance with the foregoing provisions. In the event of the death of a
Participant after commencement of benefit payments in installments but
prior to payment of his entire entitlement, payment may be made to his
Beneficiary in one lump sum or by continuation of the installments all at
the discretion of the Participant's corporate employer. If a Participant
has received his entire entitlement under one or more, but less than all
of his deferral elections, and dies prior to commencement of payments
under one or more unpaid deferral elections he shall be considered to have
died prior to the commencement of any payments hereunder. In the event
installments continue to the Beneficiary, they will continue to be subject
to Adjustment pursuant to Section 7.1 hereof until distributed.
ARTICLE IX
OTHER DISTRIBUTION EVENTS
9.1 CHANGE OF CONTROL. Notwithstanding any other Section hereof, if a
Participant's employment with the Company or its subsidiaries terminates for
any reason other than death, within the two-year period beginning on the date
that a Change of Control of the Company occurs, then the Company shall pay to
the Participant within the first fifteen (15) days of the month following such
termination a lump sum distribution of all of his Deferral Accounts and Accrual
Accounts. If the Participant dies after termination of employment but before
payment of any amount under this Section, then such amount shall be paid to the
Beneficiary within the first fifteen (15) days of the month following the
Participant's death.
9.2 UNFORESEEABLE EMERGENCY.
(a). A distribution of a portion of a Participant's Deferral Accounts and
Accrual Accounts because of an Unforeseeable Emergency will be permitted only
to the extent required by the Participant to satisfy the emergency need.
Whether an Unforeseeable Emergency has occurred will be determined solely by
the Committee. Distributions in the event of an Unforeseeable Emergency may be
made by and with the approval of the Committee upon written request by a
Participant.
(b). An "Unforeseeable Emergency" is defined as a severe financial hardship
to the Participant caused by sudden and unexpected illness or accident of the
Participant or of a dependent of the Participant (as defined in Code Section
152(a)), loss of the Participant's
11
<PAGE>
property due to casualty, or other extraordinary and unforeseeable
circumstances caused by a result of events beyond the Participant's control.
The circumstances that will constitute an unforeseeable emergency will depend
upon the facts of each case, but, in any event, any distribution under this
Section shall not exceed the amount required by the Participant to resolve the
hardship after (i) reimbursement or compensation through insurance or
otherwise, (ii) obtaining liquidation of the Participant's assets, to the
extent such liquidation would not itself cause a severe financial hardship, or
(iii) suspension of deferrals under the Plan.
9.3 WITHDRAWALS. A Participant may elect by filing with the Company a form
specified by the Committee, to receive an amount equal to ninety percent of his
Deferral Accounts and Accrual Accounts at any time prior to his Termination of
Service. If a Participant makes an election described in this Section 9.3 the
balance of the Participant's Deferral Accounts not distributed to the
Participant shall be forfeited to the Company; the amount to which he is
entitled under this Section 9.3 shall be distributed to the Participant in a
single lump sum as soon as administratively practical following such election;
the Participant shall be prohibited from participating in deferral portions of
the Plan for the balance of the Fiscal Year in which this distribution is made
and the following Fiscal Year; any elections previously made pursuant to
Section 4.2 of this Plan shall cease to be effective.
ARTICLE X
MISCELLANEOUS PROVISIONS
10.1 PARTICIPANT RIGHTS IN THE UNFUNDED PLAN. Any liability of the Company to
any Participant with respect to any benefit shall be based solely upon the
contractual obligations created by the Plan; no such obligation shall be deemed
to be secured by any pledge or any encumbrance on any property of the Company.
The Company's obligations under this agreement shall be an unfunded and
unsecured promise to pay. No Participant or his designated beneficiaries shall
have any rights under the Plan other than those of a creditor of the Company.
Assets segregated or identified by the Company for the purpose of paying
benefits pursuant to the Plan remain general corporate assets subject to the
claims of the Company's creditors.
10.2 NON-ASSIGNABILITY. Neither the Participant nor his Beneficiary shall
have any power or right to transfer, assign, anticipate, hypothecate or
otherwise encumber any part or all of the amounts payable hereunder, which are
expressly declared to be unassignable and non-transferable. Any such attempted
assignment or transfer shall be void and the Company shall thereupon have no
further liability to such Participant or such Beneficiary hereunder. No amount
payable hereunder shall, prior to actual payment thereof, be subject to seizure
by any creditor of any Participant or Beneficiary for the payment of debt,
judgment or other obligation, by a proceeding at law or in equity, nor
transferable by operation of law in the event of the bankruptcy, insolvency or
death of the Participant, his designated Beneficiary or any other beneficiary
hereunder.
12
<PAGE>
10.3 TERMINATION OR AMENDMENT OF PLAN. The Company retains the right, at any
time and in its sole discretion, to amend or terminate the Plan, in whole or in
part. Any amendment of the Plan shall be approved by the Board, shall be in
writing, and shall be communicated to the Participants. Notwithstanding the
above, the Committee shall have the authority to change the requirements of
eligibility or to modify the Crediting Options hereunder. No amendment of the
Plan shall materially impair or curtail the Company's contractual obligations
arising from deferral elections previously made or for benefits accrued prior
to such amendment. Notwithstanding any other provision herein to the contrary,
in the event of Plan termination, payment of Deferral and Accrual Accounts
shall occur not later than the last business day of the month following the
month in which the termination is made effective.
10.4 CONTINUATION OF EMPLOYMENT. This Plan shall not be deemed to constitute
a contract of employment between the Company and a Participant. Nothing in the
Plan or in any instrument executed pursuant to the Plan will confer upon any
Participant any right to continue in the employ of the Company or any
Subsidiary or affect the right of the Company or any Subsidiary to terminate
the employment of any Participant at any time with or without cause.
10.5 RESPONSIBILITY FOR LEGAL EFFECT. Neither the Committee nor the Company
makes any representations or warranties, express or implied, or assumes any
responsibility concerning the legal, tax or other implications or effects of
this Plan.
10.6 WITHHOLDING. The Company shall withhold from or offset against any
payment or accrual made under the Plan any taxes the Company determines it is
required to withhold by applicable federal, state or local laws.
10.7 OTHER COMPENSATION PLANS. The adoption of the Plan shall not affect any
other incentive or other compensation plans in effect for the Company or any
subsidiary, nor shall the Plan preclude the Company from establishing any other
forms of incentive or other compensation for employees of the Company or any
subsidiary.
10.8 PLAN BINDING ON SUCCESSORS. The Plan shall be binding upon the
successors and assigns of the Company.
10.9 SINGULAR, PLURAL; GENDER. Wherever appropriate in this Plan, nouns in
the singular shall include the plural, and the masculine pronoun shall include
the feminine gender.
10.10 CONTROLLING LAW. The Plan shall be governed by and construed in
accordance with the internal law, without regard to conflict of law principles,
of the State of California to the extent not pre-empted by the laws of the
United States of America.
13
<PAGE>
<TABLE>
<CAPTION>
FLUOR EXECUTIVE DEFERRED COMPENSATION PLAN SCHEDULE A
CREDITING OPTIONS
--------------------------------------------------------------------------------------------
Fluor Interest Global
5-Year Average Money Income Global Diversified
T-Bill* Interest Market Plus Diversified Plus
Factor*
- -----------------------------------------------------------------------------------------------------------
ACCRUAL ACCOUNTS:
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1 Pre-Effective Date Excess X ____ X X X X
Benefit Accrual Account
- -----------------------------------------------------------------------------------------------------------
- Excess Benefit Plan &
Excess 401(k) Plan
balances as of 5/1/95
- -----------------------------------------------------------------------------------------------------------
2 Excess Benefit Accrual ____ ____ X X X X
Account
- -----------------------------------------------------------------------------------------------------------
- Excess Benefit Plan &
Excess 401(k) Plan
deferrals from 5/1/95
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
DEFERRAL ACCOUNTS:
- -----------------------------------------------------------------------------------------------------------
1 Pre-1986 Deferral ____ X X X X X
Account
- -----------------------------------------------------------------------------------------------------------
- 5/1/95 balance of
Pre-1986 Deferred
Incentive awards
- -----------------------------------------------------------------------------------------------------------
2 Pre-Effective Date X ____ X X X X
Deferral Account
- -----------------------------------------------------------------------------------------------------------
- 5/1/95 balance of
Deferred Incentive
awards since 1986
- -----------------------------------------------------------------------------------------------------------
3 Pre-Effective Date X ____ X X X X
Deferred Salary
Account
- -----------------------------------------------------------------------------------------------------------
- Deferred Salary Plan
account balance as
of 5/1/95
- -----------------------------------------------------------------------------------------------------------
4 Deferred Salary Account ____ ____ X X X X
- -----------------------------------------------------------------------------------------------------------
- Deferred Salary Plan
deferrals from 5/1/95
- -----------------------------------------------------------------------------------------------------------
5 Deferred Incentive
Award Account ____ ____ X X X X
- -----------------------------------------------------------------------------------------------------------
- Deferred Incentive Plan
awards from 5/1/95
- -----------------------------------------------------------------------------------------------------------
</TABLE>
X = Available crediting options
* The 5-Year T-Bill and Fluor Average Interest Factor crediting options are only
available for balances as of May 1, 1995. These options are not available for
deferrals/accruals made after May 1, 1995.
The Money Market, Interest Income Plus, Global Diversified and Global
Diversified Plus options represent the investment funds available under the
Retirement Plan as of May 1, 1995, but are subject to change from time to time.
<PAGE>
RETIREMENT PLAN INVESTMENT FUNDS
The following summarizes the investment characteristics of the Retirement Plan
investment funds:
<TABLE>
<CAPTION>
Nature of Primary Investments Investment Objective
<S> <C> <C>
Money - Short maturity U.S. Treasuries Provide stability of principal
Market
- Certificates of Deposit
- Other money market securities including
commercial paper, time deposits, bankers'
acceptances, etc.
Interest - U.S. and non-U.S. Government and Corporate Bonds Provide moderate income with modest volatility
Income over a long time horizon. Investments will
Plus - Bank and Insurance Company Contracts typically have maturities ranging from 3-5 years
- Money Market Instruments
- Asset-backed Investments
Global - U.S. and non-U.S. Equity and Fixed Income Provide capital growth and income through
Diversifed securities including common, convertible and investment portfolio of global diversified
preferred stocks and bonds. assets. The fund seeks to achieve its goal
with a moderate amount of price fluctuation.
- Real Estate
- Private Equity/Venture Capital
- Short-term Reserves
Global - U.S. and non-U.S. Equity and Fixed Income Provide aggressive capital growth and income
Diversified securities including common, convertible and through investment portfolio of global
Plus preferred stocks and bonds (may include Fluor diversified assets. The fund seeks to achieve
Stock). high returns by allowing heavier concentration
in any one type of investment, heavier
- Real Estate concentration in any one type of investment,
leading to greater potential short-term price
- Private Equity/Venture Capital fluctuations.
- Short-term Reserves
</TABLE>
<PAGE>
Exhibit 5
September 29, 1997
Fluor Corporation
3353 Michelson Drive
Irvine, California 92698
Re: Fluor Executive Deferred Compensation Program
Ladies and Gentlemen:
As Senior Vice President-Law and Secretary of Fluor Corporation ("Fluor"), I
am familiar with the activities of Fluor and its corporate records. I have
participated in the authorization and preparation of the Fluor Executive
Deferred Compensation Program (the "Plan") and the registration statement on
Form S-8 ("Registration Statement") being filed by Fluor under the
Securities Act of 1933, as amended, for the purpose of registering deferred
compensation obligations of Fluor arising under the Plan.
On the basis of my knowledge of Fluor's activities and its corporate
records, I am of the opinion that the deferred compensation obligations of
Fluor arising upon the deferral of participant compensation in accordance
with the Plan will be the legally valid and binding obligations of Fluor
enforceable in accordance with the terms of the Plan except as limited by
bankruptcy, reorganization, insolvency, moratorium and other similar laws
affecting the enforcement of creditors' rights generally and the effect of
general principles of equity, including, without limitation, concepts of
materiality, reasonableness, good faith and fair dealing and the possible
unavailability of specific performance or injunctive relief, regardless of
whether considered in a proceeding in equity or at law.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
Lawrence N. Fisher
<PAGE>
Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Fluor Executive Deferred Compensation Program
of our report dated November 19, 1996, with respect to the consolidated
financial statements of Fluor Corporation incorporated by reference in its
Annual Report (Form 10-K) for the year ended October 31, 1996, filed with
the Securities and Exchange Commission.
Ernst & Young LLP
Orange County, California
September 29, 1997
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Chairman of
the Board, Chief Executive Officer and Director of Fluor Corporation, a
Delaware corporation ("Fluor"), does constitute and appoint Lawrence N.
Fisher, Robert R. Dryden, and Raymond M. Bukaty, and each of them, his true
and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 and any and all
amendments thereto (including post-effective amendments) to be filed by
Fluor with the Securities and Exchange Commission (the "Commission") for the
purpose of registering under the Securities Act of 1933, as amended,
deferred compensation obligations of Fluor under the Fluor Executive
Deferred Compensation Program and to file such Registration Statement and
any and all such amendments and any and all exhibits thereto, and any and
all other information and documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, each acting
alone, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully
and to all intents and purposes as he might or could do in person, hereby
ratifying and confirming as his own act and deed all that such attorneys-in-
fact and agents, and each of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his
signature as of the 3rd day of September, 1997.
/s/ Leslie G. McCraw
---------------------------------
Leslie G. McCraw
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Senior Vice
President and Chief Financial Officer of Fluor Corporation, a Delaware
corporation ("Fluor"), does constitute and appoint Lawrence N. Fisher,
Robert R. Dryden, and Raymond M. Bukaty, and each of them, his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 and any and all
amendments thereto (including post-effective amendments) to be filed by
Fluor with the Securities and Exchange Commission (the "Commission") for the
purpose of registering under the Securities Act of 1933, as amended,
deferred compensation obligations of Fluor under the Fluor Executive
Deferred Compensation Program and to file such Registration Statement and
any and all such amendments and any and all exhibits thereto, and any and
all other information and documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, each acting
alone, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully
and to all intents and purposes as he might or could do in person, hereby
ratifying and confirming as his own act and deed all that such attorneys-in-
fact and agents, and each of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his
signature as of the 3rd day of September, 1997.
/s/ J. Michal Conaway
--------------------------------
J. Michal Conaway
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of
Fluor Corporation, a Delaware corporation ("Fluor"), does constitute and
appoint Lawrence N. Fisher, Robert R. Dryden, and Raymond M. Bukaty, and
each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign a Registration Statement on Form
S-8 and any and all amendments thereto (including post-effective amendments)
to be filed by Fluor with the Securities and Exchange Commission (the
"Commission") for the purpose of registering under the Securities Act of
1933, as amended, deferred compensation obligations of Fluor under the Fluor
Executive Deferred Compensation Program and to file such Registration
Statement and any and all such amendments and any and all exhibits thereto,
and any and all other information and documents in connection therewith,
with the Commission, granting unto said attorneys-in-fact and agents, each
acting alone, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as
fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming as his own act and deed all that such
attorneys-in-fact and agents, and each of them, shall do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his
signature as of the 3rd day of September, 1997.
/s/ Carroll A. Campbell, Jr.
--------------------------------
Carroll A. Campbell, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of
Fluor Corporation, a Delaware corporation ("Fluor"), does constitute and
appoint Lawrence N. Fisher, Robert R. Dryden, and Raymond M. Bukaty, and
each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign a Registration Statement on Form
S-8 and any and all amendments thereto (including post-effective amendments)
to be filed by Fluor with the Securities and Exchange Commission (the
"Commission") for the purpose of registering under the Securities Act of
1933, as amended, deferred compensation obligations of Fluor under the Fluor
Executive Deferred Compensation Program and to file such Registration
Statement and any and all such amendments and any and all exhibits thereto,
and any and all other information and documents in connection therewith,
with the Commission, granting unto said attorneys-in-fact and agents, each
acting alone, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as
fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming as his own act and deed all that such
attorneys-in-fact and agents, and each of them, shall do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his
signature as of the 3rd day of September, 1997.
/s/ Don L. Blankenship
--------------------------------
Don L. Blankenship
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of
Fluor Corporation, a Delaware corporation ("Fluor"), does constitute and
appoint Lawrence N. Fisher, Robert R. Dryden, and Raymond M. Bukaty, and
each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign a Registration Statement on Form
S-8 and any and all amendments thereto (including post-effective amendments)
to be filed by Fluor with the Securities and Exchange Commission (the
"Commission") for the purpose of registering under the Securities Act of
1933, as amended, deferred compensation obligations of Fluor under the Fluor
Executive Deferred Compensation Program and to file such Registration
Statement and any and all such amendments and any and all exhibits thereto,
and any and all other information and documents in connection therewith,
with the Commission, granting unto said attorneys-in-fact and agents, each
acting alone, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as
fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming as his own act and deed all that such
attorneys-in-fact and agents, and each of them, shall do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his
signature as of the 3rd day of September, 1997.
/s/ Thomas L. Gossage
--------------------------------
Thomas L. Gossage
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of
Fluor Corporation, a Delaware corporation ("Fluor"), does constitute and
appoint Lawrence N. Fisher, Robert R. Dryden, and Raymond M. Bukaty, and
each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign a Registration Statement on Form
S-8 and any and all amendments thereto (including post-effective amendments)
to be filed by Fluor with the Securities and Exchange Commission (the
"Commission") for the purpose of registering under the Securities Act of
1933, as amended, deferred compensation obligations of Fluor under the Fluor
Executive Deferred Compensation Program and to file such Registration
Statement and any and all such amendments and any and all exhibits thereto,
and any and all other information and documents in connection therewith,
with the Commission, granting unto said attorneys-in-fact and agents, each
acting alone, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as
fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming as his own act and deed all that such
attorneys-in-fact and agents, and each of them, shall do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his
signature as of the 3rd day of September, 1997.
/s/ Peter J. Fluor
--------------------------------
Peter J. Fluor
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of
Fluor Corporation, a Delaware corporation ("Fluor"), does constitute and
appoint Lawrence N. Fisher, Robert R. Dryden, and Raymond M. Bukaty, and
each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign a Registration Statement on Form
S-8 and any and all amendments thereto (including post-effective amendments)
to be filed by Fluor with the Securities and Exchange Commission (the
"Commission") for the purpose of registering under the Securities Act of
1933, as amended, deferred compensation obligations of Fluor under the Fluor
Executive Deferred Compensation Program and to file such Registration
Statement and any and all such amendments and any and all exhibits thereto,
and any and all other information and documents in connection therewith,
with the Commission, granting unto said attorneys-in-fact and agents, each
acting alone, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as
fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming as his own act and deed all that such
attorneys-in-fact and agents, and each of them, shall do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his
signature as of the 3rd day of September, 1997.
/s/ David P. Gardner
--------------------------------
David P. Gardner
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of
Fluor Corporation, a Delaware corporation ("Fluor"), does constitute and
appoint Lawrence N. Fisher, Robert R. Dryden, and Raymond M. Bukaty, and
each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign a Registration Statement on Form
S-8 and any and all amendments thereto (including post-effective amendments)
to be filed by Fluor with the Securities and Exchange Commission (the
"Commission") for the purpose of registering under the Securities Act of
1933, as amended, deferred compensation obligations of Fluor under the Fluor
Executive Deferred Compensation Program and to file such Registration
Statement and any and all such amendments and any and all exhibits thereto,
and any and all other information and documents in connection therewith,
with the Commission, granting unto said attorneys-in-fact and agents, each
acting alone, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as
fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming as his own act and deed all that such
attorneys-in-fact and agents, and each of them, shall do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his
signature as of the 3rd day of September, 1997.
/s/ William R. Grant
--------------------------------
William R. Grant
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of
Fluor Corporation, a Delaware corporation ("Fluor"), does constitute and
appoint Lawrence N. Fisher, Robert R. Dryden, and Raymond M. Bukaty, and
each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign a Registration Statement on Form
S-8 and any and all amendments thereto (including post-effective amendments)
to be filed by Fluor with the Securities and Exchange Commission (the
"Commission") for the purpose of registering under the Securities Act of
1933, as amended, deferred compensation obligations of Fluor under the Fluor
Executive Deferred Compensation Program and to file such Registration
Statement and any and all such amendments and any and all exhibits thereto,
and any and all other information and documents in connection therewith,
with the Commission, granting unto said attorneys-in-fact and agents, each
acting alone, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as
fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming as his own act and deed all that such
attorneys-in-fact and agents, and each of them, shall do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his
signature as of the 3rd day of September, 1997.
/s/ Bobby R. Inman
--------------------------------
Bobby R. Inman
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of
Fluor Corporation, a Delaware corporation ("Fluor"), does constitute and
appoint Lawrence N. Fisher, Robert R. Dryden, and Raymond M. Bukaty, and
each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign a Registration Statement on Form
S-8 and any and all amendments thereto (including post-effective amendments)
to be filed by Fluor with the Securities and Exchange Commission (the
"Commission") for the purpose of registering under the Securities Act of
1933, as amended, deferred compensation obligations of Fluor under the Fluor
Executive Deferred Compensation Program and to file such Registration
Statement and any and all such amendments and any and all exhibits thereto,
and any and all other information and documents in connection therewith,
with the Commission, granting unto said attorneys-in-fact and agents, each
acting alone, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as
fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming as his own act and deed all that such
attorneys-in-fact and agents, and each of them, shall do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his
signature as of the 3rd day of September, 1997.
/s/ Robert V. Lindsay
--------------------------------
Robert V. Lindsay
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of
Fluor Corporation, a Delaware corporation ("Fluor"), does constitute and
appoint Lawrence N. Fisher, Robert R. Dryden, and Raymond M. Bukaty, and
each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign a Registration Statement on Form
S-8 and any and all amendments thereto (including post-effective amendments)
to be filed by Fluor with the Securities and Exchange Commission (the
"Commission") for the purpose of registering under the Securities Act of
1933, as amended, deferred compensation obligations of Fluor under the Fluor
Executive Deferred Compensation Program and to file such Registration
Statement and any and all such amendments and any and all exhibits thereto,
and any and all other information and documents in connection therewith,
with the Commission, granting unto said attorneys-in-fact and agents, each
acting alone, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as
fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming as his own act and deed all that such
attorneys-in-fact and agents, and each of them, shall do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his
signature as of the 3rd day of September, 1997.
/s/ Buck Mickel
--------------------------------
Buck Mickel
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of
Fluor Corporation, a Delaware corporation ("Fluor"), does constitute and
appoint Lawrence N. Fisher, Robert R. Dryden, and Raymond M. Bukaty, and
each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign a Registration Statement on Form
S-8 and any and all amendments thereto (including post-effective amendments)
to be filed by Fluor with the Securities and Exchange Commission (the
"Commission") for the purpose of registering under the Securities Act of
1933, as amended, deferred compensation obligations of Fluor under the Fluor
Executive Deferred Compensation Program and to file such Registration
Statement and any and all such amendments and any and all exhibits thereto,
and any and all other information and documents in connection therewith,
with the Commission, granting unto said attorneys-in-fact and agents, each
acting alone, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as
fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming as his own act and deed all that such
attorneys-in-fact and agents, and each of them, shall do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his
signature as of the 3rd day of September, 1997.
/s/ Dean R. O'Hare
--------------------------------
Dean R. O'Hare
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of
Fluor Corporation, a Delaware corporation ("Fluor"), does constitute and
appoint Lawrence N. Fisher, Robert R. Dryden, and Raymond M. Bukaty, and
each of them, her true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for her and in her name, place and
stead, in any and all capacities, to sign a Registration Statement on Form
S-8 and any and all amendments thereto (including post-effective amendments)
to be filed by Fluor with the Securities and Exchange Commission (the
"Commission") for the purpose of registering under the Securities Act of
1933, as amended, deferred compensation obligations of Fluor under the Fluor
Executive Deferred Compensation Program and to file such Registration
Statement and any and all such amendments and any and all exhibits thereto,
and any and all other information and documents in connection therewith,
with the Commission, granting unto said attorneys-in-fact and agents, each
acting alone, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as
fully and to all intents and purposes as she might or could do in person,
hereby ratifying and confirming as her own act and deed all that such
attorneys-in-fact and agents, and each of them, shall do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed her
signature as of the 3rd day of September, 1997.
/s/ Vilma S. Martinez
--------------------------------
Vilma S. Martinez
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of
Fluor Corporation, a Delaware corporation ("Fluor"), does constitute and
appoint Lawrence N. Fisher, Robert R. Dryden, and Raymond M. Bukaty, and
each of them, her true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for her and in her name, place and
stead, in any and all capacities, to sign a Registration Statement on Form
S-8 and any and all amendments thereto (including post-effective amendments)
to be filed by Fluor with the Securities and Exchange Commission (the
"Commission") for the purpose of registering under the Securities Act of
1933, as amended, deferred compensation obligations of Fluor under the Fluor
Executive Deferred Compensation Program and to file such Registration
Statement and any and all such amendments and any and all exhibits thereto,
and any and all other information and documents in connection therewith,
with the Commission, granting unto said attorneys-in-fact and agents, each
acting alone, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as
fully and to all intents and purposes as she might or could do in person,
hereby ratifying and confirming as her own act and deed all that such
attorneys-in-fact and agents, and each of them, shall do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed her
signature as of the 3rd day of September, 1997.
/s/ Martha R. Seger
--------------------------------
Martha R. Seger
