<PAGE>
As filed with the Securities and Registration No._________
Exchange Commission on February 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)
1988 FLUOR EXECUTIVE STOCK PLAN
(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) 975-6995
(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 2,500,000 $64.3125 $160,781,250 $48,721.59
==================================================================================
</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
February 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; and
(2) 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 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.
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 is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.
3
<PAGE>
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 1988 Fluor Executive Stock Plan, as amended and restated effective
December 6, 1994 (filed as Exhibit 10.13 to the Company's Form 10-K
for the fiscal year ended October 31, 1995, and incorporated herein by
reference)
5 Opinion of Lawrence N. Fisher as to legality of common stock
registered hereby.
23 Consent of Independent Auditors - Ernst & Young LLP
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;
5
<PAGE>
(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.
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 February, 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 February 20, 1997
- ----------------------------------------- the Board and Chief
L. G. McCraw Executive Officer
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
* Vice President and February 20, 1997
- ------------------------------------------ Chief Financial Offcier
J. M. Conaway
OTHER DIRECTORS:
* Director February 20, 1997
- ------------------------------------------
D. L. Blankenship
</TABLE>
7
<PAGE>
<TABLE>
<S> <C> <C>
* Director February 20, 1997
- -------------------------
C. A. Campbell, Jr.
*
Director February 20, 1997
- -------------------------
H. K. Coble
* Director February 20, 1997
- -------------------------
P. J. Fluor
* Director February 20, 1997
- -------------------------
D. P. Gardner
Director
- -------------------------
T. L. Gossage
* Director February 20, 1997
- -------------------------
W. R. Grant
* Director February 20, 1997
- -------------------------
B. R. Inman
* Director February 20, 1997
- -------------------------
R. V. Lindsay
* Director February 20, 1997
- -------------------------
V. S. Martinez
* Director February 20, 1997
- -------------------------
B. Mickel
</TABLE>
8
<PAGE>
<TABLE>
<S> <C> <C>
* Director February 20, 1997
- -------------------------
M. R. Seger
</TABLE>
* By: /s/ ROBERT R. DRYDEN
-----------------------------
R. R. Dryden
Attorney-in-Fact
9
<PAGE>
Exhibit 5
February 20, 1997
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Re: 1988 Fluor Executive Stock Plan
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 1988 Fluor Executive
Stock Plan (the "Plan"), and amendments thereto increasing the number of shares
issuable thereunder by 2,500,000, 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 2,500,000 additional 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 additional 2,500,000 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 1988 Fluor Executive Stock Plan 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
February 14, 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, up to 2,500,000 shares of Fluor common stock
issuable under the 1988 Fluor Executive Stock Plan 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 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 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, up to 2,500,000 shares of Fluor common stock
issuable under the 1988 Fluor Executive Stock Plan 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 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 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, up to 2,500,000
shares of Fluor common stock issuable under the 1988 Fluor Executive Stock Plan
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 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 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, up to 2,500,000
shares of Fluor common stock issuable under the 1988 Fluor Executive Stock Plan
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 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 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, up to 2,500,000
shares of Fluor common stock issuable under the 1988 Fluor Executive Stock Plan
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 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 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, up to 2,500,000
shares of Fluor common stock issuable under the 1988 Fluor Executive Stock Plan
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 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 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, up to 2,500,000
shares of Fluor common stock issuable under the 1988 Fluor Executive Stock Plan
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 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 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, up to 2,500,000
shares of Fluor common stock issuable under the 1988 Fluor Executive Stock Plan
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 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 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, up to 2,500,000
shares of Fluor common stock issuable under the 1988 Fluor Executive Stock Plan
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 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 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, up to 2,500,000
shares of Fluor common stock issuable under the 1988 Fluor Executive Stock Plan
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 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 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, up to 2,500,000
shares of Fluor common stock issuable under the 1988 Fluor Executive Stock Plan
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 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 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, up to 2,500,000
shares of Fluor common stock issuable under the 1988 Fluor Executive Stock Plan
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 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 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, up to 2,500,000
shares of Fluor common stock issuable under the 1988 Fluor Executive Stock Plan
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 February, 1997.
/s/ MARTHA R. SEGER
--------------------
Martha R. Seger
