<PAGE>
As filed with the Securities and Registration No._________
Exchange Commission on March 21, 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)
1997 FLUOR RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
(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>
====================================================================================
Proposed Proposed
Title of each class Amount Maximum Maximum Amount of
of securities to to be Offering Price Aggregate Registration
be registered registered Per Share* Offering Price Fee
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 60,000 $54.4375 $3,266,250 $989.78
====================================================================================
</TABLE>
* Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457, based on the average of the high and low sales prices on March 19,
1997.
<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;
(2) The Quarterly Report of the Company on Form 10-Q for the fiscal
quarter ended January 31, 1997; and
(3) The description of the Company's Common Stock contained in a
registration statement filed by the Company under Section 12 of the
Securities Exchange Act of 1934, including any amendment or report
filed for the purpose of updating such description.
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
2
<PAGE>
statement so modified or superseded shall not be deemed to constitute a part of
this Registration Statement, except as so modified.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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 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
3
<PAGE>
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.
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.
4
<PAGE>
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 1997 Fluor Restricted Stock Plan for Non-Employee Directors
5 Opinion of Lawrence N. Fisher as to legality of common stock
registered hereby.
23 Consent of Ernst & Young LLP, Independent Auditors
24 Manually signed Powers of Attorney executed by certain Fluor directors
and officers.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(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;
5
<PAGE>
(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.
6
<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 20th day of March, 1997.
FLUOR CORPORATION
By: /s/ LAWRENCE N. FISHER
-------------------------------
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
PRINCIPAL EXECUTIVE OFFICER AND DIRECTOR:
* Director, Chairman of March 20, 1997
- ------------------------- the Board and Chief
L. G. McCraw Executive Officer
Principal Financial and Accounting Officer:
* Vice President and March 20, 1997
- ------------------------ Chief Financial Officer
J. M. Conaway
Other Directors:
*
- ------------------------- Director March 20, 1997
D.L. Blankenship
</TABLE>
7
<PAGE>
<TABLE>
<S> <C> <C>
*
- ------------------------- Director March 20, 1997
C. A. Campbell, Jr.
*
- ------------------------- Director March 20, 1997
H. K. Coble
*
- ------------------------- Director March 20, 1997
P. J. Fluor
*
- ------------------------- Director March 20, 1997
D. P. Gardner
_________________________ Director
T. L. Gossage
*
- ------------------------- Director March 20, 1997
W. R. Grant
*
- ------------------------- Director March 20, 1997
B. R. Inman
*
- ------------------------- Director March 20, 1997
R. V. Lindsay
*
- ------------------------- Director March 20, 1997
V. S. Martinez
*
- ------------------------- Director March 20, 1997
B. Mickel
</TABLE>
8
<PAGE>
<TABLE>
<S> <C> <C>
*
- ------------------------- Director March 20, 1997
M. R. Seger
* By: /s/ R. M. BUKATY
-------------------
R. M. Bukaty
Attorney-in-Fact
</TABLE>
9
<PAGE>
EXHIBIT 4.3
1997 FLUOR RESTRICTED STOCK PLAN FOR
NON-EMPLOYEE DIRECTORS
ARTICLE I
DEFINITIONS
Section 1.1 DEFINITIONS
-----------
As used herein, the following terms shall have the meanings hereinafter set
forth unless the context clearly indicates to the contrary:
(a) "Accrued Retirement Benefit" shall mean, in relation to any Eligible
Director that is a member of the Board on the Plan Effective Date, the
amount set forth opposite such Eligible Director's name on Schedule A
annexed hereto, which amount corresponds to the present value of the annual
retirement benefits that would be payable to such Eligible Director under
the Fluor Corporation Retirement Plan for Outside Directors following his
or her mandatory retirement based on years of service prior to the Plan
Effective Date and life expectancy after retirement, assuming a discount
rate approximating the interest rate on 30-year treasury obligations of the
United States government.
(b) "Age for Board Retirement" shall mean the age for mandatory retirement
of members of the Board as specified in the Bylaws of the Company, as
applied to Eligible Directors on the date of such Eligible Directors'
retirement from the Board.
(c) "Award" shall mean an award of Restricted Stock pursuant to the
provisions of Article V hereof.
(d) "Awardee" shall mean an Eligible Director to whom Restricted Stock has
been awarded hereunder.
(e) "Board" shall mean the Board of Directors of the Company.
(f) "Change of Control" of the Company shall be deemed to have occurred if,
(i) a third person, including a "group" as defined in Section 13(d)(3) of
the Securities Exchange Act of 1934, acquires shares of the Company having
twenty-five percent or more of the total number of votes that may be cast
for the election of directors of the Company; or (ii) as the result of any
cash tender or exchange offer, merger or other business combination, or any
combination of the foregoing transactions (a "Transaction"), the persons
who were directors of the Company before the Transaction shall cease to
constitute a majority of the Board of the Company or any successor to the
Company.
<PAGE>
(g) "Committee" shall mean members of the Board who are not eligible to
participate in the Plan.
(h) "Company" shall mean Fluor Corporation.
(i) "Eligible Director" shall mean a director of the Company who is not and
never has been an employee of the Company or any of its Subsidiaries.
(j) "Fluor Stock Price" shall mean, as of any date, the closing sale price
for shares of Stock quoted for such date on the New York Stock Exchange.
(k) "Plan" shall mean the 1997 Fluor Restricted Stock Plan for Non-Employee
Directors, the current terms of which are set forth herein.
(l) "Plan Effective Date" shall mean the date upon which the Plan becomes
effective in accordance with the provisions of Section 2.3.
(m) "Restricted Stock" shall mean Stock that may be awarded to an Eligible
Director by the Committee pursuant to Article V hereof, which is
nontransferable and subject to a substantial risk of forfeiture until
specific conditions are met.
(n) "Restricted Stock Agreement" shall mean the agreement between the
Company and the Awardee with respect to Restricted Stock awarded hereunder.
(o) "Stock" shall mean the Common Stock of the Company or, in the event
that the outstanding shares of Stock are hereafter changed into or
exchanged for shares of a different stock or securities of the Company or
some other corporation, such other stock or securities.
(p) "Subsidiary" shall mean any corporation, the majority of the
outstanding capital stock of which is owned, directly or indirectly, by the
Company or any partnership or joint venture in which either the Company or
such a corporation is at least a twenty percent (20%) equity participant.
ARTICLE II
GENERAL
Section 2.1 NAME
----
This Plan shall be known as the "1997 Fluor Restricted Stock Plan for Non-
Employee Directors".
2
<PAGE>
Section 2.2 PURPOSE
-------
The purpose of the Plan is to advance the interests of the Company and its
stockholders by affording to Eligible Directors of the Company an opportunity to
acquire or increase their proprietary interest in the Company by the grant to
such directors of Awards under the terms set forth herein. By encouraging non-
employee directors to become owners of Company shares, the Company seeks to
increase their incentive for enhancing stockholder value and to motivate, retain
and attract those highly competent individuals upon whose judgment, initiative,
leadership and continued efforts the success of the Company in large measure
depends.
Section 2.3 EFFECTIVE DATE
--------------
The Plan shall become effective upon its approval by the holders of a
majority of the shares of Stock of the Company represented at an annual or
special meeting of the stockholders of the Company.
Section 2.4 LIMITATIONS
-----------
Subject to adjustment pursuant to the provisions of Section 8.1 hereof, the
aggregate number of shares of Stock which may be issued as Awards shall not
exceed 60,000. Any such shares may be either authorized and unissued shares or
shares issued and thereafter acquired by the Company.
Section 2.5 AWARDS GRANTED UNDER PLAN
-------------------------
Shares of Stock received pursuant to a Restricted Stock Agreement executed
hereunder with respect to which the restrictions provided for in Section 5.3
hereof have lapsed shall not again be available for Award grant hereunder. If
Restricted Stock is acquired by the Company pursuant to the provisions of
paragraph (c) of Section 5.3 hereof, new Awards may be granted hereunder
covering the number of shares to which such Restricted Stock acquisition
relates.
ARTICLE III
PARTICIPANTS
Section 3.1 ELIGIBILITY
-----------
Any Eligible Director shall be eligible to participate in the Plan.
3
<PAGE>
ARTICLE IV
ADMINISTRATION
Section 4.1 DUTIES AND POWERS OF COMMITTEE
------------------------------
The Plan shall be administered by the Committee. Subject to the express
provisions of the Plan, the Committee shall also have complete authority to
interpret the Plan, to prescribe, amend and rescind rules and regulations
relating to it, to determine the details and provisions of each Restricted Stock
Agreement, and to make all other determinations necessary or advisable in the
administration of the Plan.
Section 4.2 MAJORITY RULE
-------------
A majority of the members of the Committee shall constitute a quorum, and
any action taken by a majority present at a meeting at which a quorum is present
or any action taken without a meeting evidenced by a writing executed by a
majority of the whole Committee shall constitute the action of the Committee.
Section 4.3 COMPANY ASSISTANCE
------------------
The Company shall supply full and timely information to the Committee on
all matters relating to Eligible Directors, their death, retirement, disability
or removal or resignation from the Board and such other pertinent facts as the
Committee may require. The Company shall furnish the Committee with such
clerical and other assistance as is necessary in the performance of its duties.
ARTICLE V
AWARDS
Section 5.1 AWARD GRANT AND RESTRICTED STOCK AGREEMENT
------------------------------------------
The Committee shall, on the Plan Effective Date, grant a one-time Award to
each Eligible Director then serving on the Board. The number of shares of
Restricted Stock constituting any such Award to any such Eligible Director shall
be determined by dividing the Accrued Retirement Benefit owed to such Eligible
Director by the Fluor Stock Price on the Plan Effective Date. The Committee
shall also grant to each Eligible Director that is a member of the Board during
all or any portion of each calendar year during the term of the Plan (including
the calendar year in which the Plan Effective Date occurs) an Award of 500
shares of Restricted Stock.
Each Award granted hereunder must be granted within ten years from the
effective date of the Plan. The Awardee shall be entitled to receive the Stock
subject to such Award
4
<PAGE>
only if the Company and the Awardee, within 30 days after the date of the Award,
enter into a written Restricted Stock Agreement dated as of the date of the
Award, which Agreement shall set forth such terms and conditions as may be
determined by the Committee consistent with the Plan.
Section 5.2 CONSIDERATION FOR ISSUANCE
--------------------------
No shares of Restricted Stock shall be issued to an Awardee hereunder
unless and until the Committee shall have determined that consideration has been
received by the Company, in the form of labor performed for or services actually
rendered to the Company by the Awardee, having a fair value of not less than the
then fair market value of a like number of shares of Stock subject to all of the
herein provided conditions and restrictions applicable to Restricted Stock, but
in no event less than the par value of such shares.
Section 5.3 RESTRICTIONS ON SALE OR OTHER TRANSFER
--------------------------------------
Each share of Stock received pursuant to each Restricted Stock Agreement
shall be subject to acquisition by Fluor Corporation, and may not be sold or
otherwise transferred except pursuant to the following provisions:
(a) The shares of Stock represented by the Restricted Stock Agreement shall
be held in book entry form with the Company's transfer agent until the
restrictions lapse in accordance with the conditions established by the
Committee pursuant to Section 5.4 hereof, or until the shares of stock are
forfeited pursuant to paragraph (c) of this Section 5.3. Notwithstanding
the foregoing, the Awardee may request that, prior to the lapse of the
restrictions or forfeiture of the shares, certificates evidencing such
shares be issued in his name and delivered to him, and each such
certificate shall bear the following legend:
"The shares of Fluor Corporation common stock evidenced by this
certificate are subject to acquisition by Fluor Corporation, and such
shares may not be sold or otherwise transferred except pursuant to the
provisions of the Restricted Stock Agreement by and between Fluor
Corporation and the registered owner of such shares."
(b) No such shares may be sold, transferred or otherwise alienated or
hypothecated so long as such shares are subject to the restriction provided
for in this Section 5.3.
(c) All of the Awardee's Restricted Stock remaining subject to any
restriction hereunder shall be forfeited to, and be acquired at no cost by,
the Company in the event that the Committee determines that any of the
following circumstances has occurred:
5
<PAGE>
(i) the Awardee has engaged in knowing and willful misconduct in
connection with his or her service as a member of the Board;
(ii) the Awardee, without the consent of the Committee, at any time
during his or her period of service as a member of the Board, becomes
a principal of, serves as a director of, or owns a material interest
in, any business that directly or through a controlled subsidiary
competes with the Company or any Subsidiary; or
(iii) the Awardee does not stand for reelection to, or voluntarily
quits or resigns from, the Board for any reason, except under
circumstances that would cause such restrictions to lapse under
Section 5.4.
Section 5.4 LAPSE OF RESTRICTIONS
---------------------
The restrictions imposed under Section 5.3 above upon Restricted Stock held
by any Awardee will, as to any such Restricted Stock held by the Awardee for at
least six months, lapse once the Awardee has completed six years of service on
the Board and any of the following occurs:
(a) the Awardee attains the Age for Board Retirement or obtains Board
approval of early retirement in accordance with Section 5.5;
(b) the Awardee dies or becomes permanently and totally disabled; or
(c) any Change of Control occurs.
In no event will the restrictions imposed under Section 5.3 lapse as to any
shares of Restricted Stock awarded to any Awardee until the Awardee has held
such shares for six months.
Section 5.5 EARLY RETIREMENT
----------------
An Awardee who leaves the Board prior to the Age for Board Retirement may,
upon application to and in the sole discretion of the Committee, be granted
early retirement status.
Section 5.6 RIGHTS AS STOCKHOLDER
---------------------
Subject to the provisions of Section 5.3 hereof, upon the issuance to the
Awardee of Restricted Stock hereunder, the Awardee shall have all the rights of
a stockholder with respect to such Stock, including the right to vote the shares
and receive all dividends and other distributions paid or made with respect
thereto.
6
<PAGE>
ARTICLE VI
STOCK CERTIFICATES
Section 6.1 STOCK CERTIFICATES
------------------
The Company shall not be required to issue or deliver any certificate for
shares of Stock received as Restricted Stock pursuant to a Restricted Stock
Agreement executed hereunder, prior to fulfillment of all of the following
conditions:
(a) the admission of such shares to listing on all stock exchanges on which
the Stock is then listed;
(b) the completion of any registration or other qualification of such
shares under any federal or state law or under the rulings or regulations
of the Securities and Exchange Commission or any other governmental
regulatory body, which the Committee shall in its sole discretion deem
necessary or advisable;
(c) the obtaining of any approval or other clearance from any federal or
state governmental agency which the Committee shall in its sole discretion
determine to be necessary or advisable; and
(d) the lapse of such reasonable period of time following the execution of
the Restricted Stock Agreement as the Committee from time to time may
establish for reasons of administrative convenience.
ARTICLE VII
TERMINATION, AMENDMENT AND MODIFICATION OF PLAN
Section 7.1 TERMINATION, AMENDMENT AND MODIFICATION OF PLAN
-----------------------------------------------
The Committee may at any time terminate, and may at any time and from time
to time and in any respect amend or modify, the Plan provided that, if under
applicable laws or the rules of any securities exchange upon which the Company's
common stock is listed, the consent of the Company's stockholders is required
for such amendment or modification, such amendment or modification shall not be
effective until the Company obtains such consent, and provided, further, that no
termination, amendment or modification of the Plan shall in any manner affect
any Restricted Stock Agreement theretofore executed pursuant to the Plan without
the consent of the Awardee.
7
<PAGE>
ARTICLE VIII
MISCELLANEOUS
Section 8.1 ADJUSTMENT PROVISIONS
---------------------
(a) Subject to Section 8.1(b) below, if the outstanding shares of Stock of
the Company are increased, decreased, or exchanged for a different number
or kind of shares or other securities, or if additional shares or new or
different shares or other securities are distributed with respect to such
shares of Stock or other securities, through merger, consolidation, sale of
all or substantially all of the property of the Company, reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse
stock split or other distribution with respect to such shares of Stock or
other securities, an appropriate and proportionate adjustment may be made
in (i) the maximum number and kind of shares provided in Section 2.4 and
(ii) the number and kind of shares or other securities subject to the
outstanding Awards.
(b) Adjustments under Section 8.1(a) will be made by the Committee, whose
determination as to what adjustments will be made and the extent thereof
will be final, binding, and conclusive. No fractional interests will be
issued under the Plan resulting from any such adjustments.
Section 8.2 CONTINUATION OF BOARD SERVICE
-----------------------------
Nothing in the Plan or in any instrument executed pursuant to the Plan will
confer upon any Eligible Director any right to continue to serve on the Board.
Section 8.3 COMPLIANCE WITH GOVERNMENT REGULATIONS
--------------------------------------
No shares of Stock will be issued hereunder unless and until all applicable
requirements imposed by federal and state securities and other laws, rules, and
regulations and by any regulatory agencies having jurisdiction and by any stock
exchanges upon which the Stock may be listed have been fully met. As a
condition precedent to the issuance of shares of Stock pursuant hereto, the
Company may require the employee to take any reasonable action to comply with
such requirements.
Section 8.4 PRIVILEGES OF STOCK OWNERSHIP
-----------------------------
No director and no beneficiary or other person claiming under or through
such employee will have any right, title, or interest in or to any shares of
Stock allocated or reserved under the Plan or subject to any Award except as to
such shares of Stock, if any, that have been issued to such director.
8
<PAGE>
Section 8.5 WITHHOLDING
-----------
The Company may make such provisions as it deems appropriate to withhold
any taxes the Company determines it is required to withhold in connection with
any Award. The Company may require the director to satisfy any relevant tax
requirements before authorizing any issuance of Stock to the director. Such
settlement may be made in cash or Stock.
Section 8.6 NONTRANSFERABILITY
------------------
An Award may be exercised during the life of the director solely by the
director or the director's duly appointed guardian or personal representative.
No Award and no other right under the Plan, contingent or otherwise, will be
assignable or subject to any encumbrance, pledge, or charge of any nature.
Section 8.7 OTHER COMPENSATION PLANS
------------------------
The adoption of the Plan shall not affect any other stock option or
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 or directors of the
Company or any Subsidiary.
Section 8.8 PLAN BINDING ON SUCCESSORS
--------------------------
The Plan shall be binding upon the successors and assigns of the Company.
Section 8.9 SINGULAR, PLURAL; GENDER
------------------------
Whenever used herein, nouns in the singular shall include the plural, and
the masculine pronoun shall include the feminine gender.
Section 8.10 HEADINGS, ETC., NO PART OF PLAN
-------------------------------
Headings of Articles and Sections hereof are inserted for convenience and
reference; they constitute no part of the Plan.
9
<PAGE>
SCHEDULE A
TO
1997 FLUOR RESTRICTED STOCK PLAN FOR
NON-EMPLOYEE DIRECTORS
ACCRUED RETIREMENT BENEFITS
---------------------------
<TABLE>
<CAPTION>
Eligible Director Accrued Benefit Obligation
----------------- --------------------------
<S> <C>
C. A. Campbell, Jr. $ 20,118
P. J. Fluor 48,995
D. P. Gardner 104,503
T. L. Gossage 0
W. R. Grant 225,095
B. R. Inman 138,430
R. V. Lindsay 205,727
V. S. Martinez 22,042
M. R. Seger 85,713
</TABLE>
10
<PAGE>
EXHIBIT 5
March 20, 1997
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Re: 1997 Fluor Restricted Stock Plan for Non-Employee Directors
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 1997 Fluor Restricted
Stock Plan for Non-Employee Directors (the "Plan") and the registration
statement on Form S-8 being filed by Fluor under the Securities Act of 1933, as
amended, for the purpose of registering 60,000 shares of common stock of Fluor
issuable pursuant to the Plan.
On the basis of my knowledge of Fluor's activities and its corporate records, I
am of the opinion that the 60,000 shares of common stock of Fluor, par value
$.625 per share, issuable pursuant to the Plan will be legally issued, fully
paid and nonassessable shares of Fluor when issued and paid for in accordance
with the Plan.
Sincerely,
Lawrence N. Fisher
<PAGE>
EXHIBIT 23
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) and related Prospectus pertaining to the 1997 Fluor Restricted Stock Plan
for Non-Employee Directors 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
March 17, 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 will 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, shares of Fluor common stock issuable under
the 1997 Fluor Restricted Stock Plan for Non-Employee Directors, which plan is
being submitted to Fluor's stockholders for approval, and, upon obtaining
stockholder approval of such plan, 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 February, 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 will 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, shares of Fluor common stock issuable under
the 1997 Fluor Restricted Stock Plan for Non-Employee Directors, which plan is
being submitted to Fluor's stockholders for approval, and, upon obtaining
stockholder approval of such plan, 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 February, 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 will 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, shares of Fluor
common stock issuable under the 1997 Fluor Restricted Stock Plan for Non-
Employee Directors, which plan is being submitted to Fluor's stockholders for
approval, and, upon obtaining stockholder approval of such plan, 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 February, 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 will 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, shares of Fluor
common stock issuable under the 1997 Fluor Restricted Stock Plan for Non-
Employee Directors, which plan is being submitted to Fluor's stockholders for
approval, and, upon obtaining stockholder approval of such plan, 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 February, 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 will 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, shares of Fluor
common stock issuable under the 1997 Fluor Restricted Stock Plan for Non-
Employee Directors, which plan is being submitted to Fluor's stockholders for
approval, and, upon obtaining stockholder approval of such plan, 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 February, 1997.
/s/ HUGH K. COBLE
------------------
Hugh K. Coble
<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 will 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, shares of Fluor
common stock issuable under the 1997 Fluor Restricted Stock Plan for Non-
Employee Directors, which plan is being submitted to Fluor's stockholders for
approval, and, upon obtaining stockholder approval of such plan, 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 February, 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 will 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, shares of Fluor
common stock issuable under the 1997 Fluor Restricted Stock Plan for Non-
Employee Directors, which plan is being submitted to Fluor's stockholders for
approval, and, upon obtaining stockholder approval of such plan, 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 February, 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 will 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, shares of Fluor
common stock issuable under the 1997 Fluor Restricted Stock Plan for Non-
Employee Directors, which plan is being submitted to Fluor's stockholders for
approval, and, upon obtaining stockholder approval of such plan, 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 February, 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 will 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, shares of Fluor
common stock issuable under the 1997 Fluor Restricted Stock Plan for Non-
Employee Directors, which plan is being submitted to Fluor's stockholders for
approval, and, upon obtaining stockholder approval of such plan, 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 February, 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 will 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, shares of Fluor
common stock issuable under the 1997 Fluor Restricted Stock Plan for Non-
Employee Directors, which plan is being submitted to Fluor's stockholders for
approval, and, upon obtaining stockholder approval of such plan, 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 February, 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 will 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, shares of Fluor
common stock issuable under the 1997 Fluor Restricted Stock Plan for Non-
Employee Directors, which plan is being submitted to Fluor's stockholders for
approval, and, upon obtaining stockholder approval of such plan, 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 February, 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,
her true and lawful attorneys-in-fact and agents will 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, shares of Fluor
common stock issuable under the 1997 Fluor Restricted Stock Plan for Non-
Employee Directors, which plan is being submitted to Fluor's stockholders for
approval, and, upon obtaining stockholder approval of such plan, 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 February, 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 will 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, shares of Fluor
common stock issuable under the 1997 Fluor Restricted Stock Plan for Non-
Employee Directors, which plan is being submitted to Fluor's stockholders for
approval, and, upon obtaining stockholder approval of such plan, 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 February, 1997.
/s/ MARTHA R. SEGER
--------------------
Martha R. Seger
