<PAGE> 1
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 Dean E. Miller, 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
Registration Statements 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, (a) up to $3,000,000 of deferred fee
obligations of Fluor under the Fluor Deferred Directors' Fees Program, (b) up to
1,000,000 shares of Fluor common stock issuable under the Fluor Corporation
Retirement Plan and interests in such plan and (c) up to 4,000,000 shares of
Fluor common stock issuable under the Fluor Corporation Salaried Employees'
Savings Investment Plan and interests in such plan and to file such Registration
Statements 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 20th day of January, 2000.
/s/ Philip J. Carroll
--------------------------------
Philip J. Carroll
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Executive Vice
President and Chief Financial Officer of Fluor Corporation, a Delaware
corporation ("Fluor"), does constitute and appoint Lawrence N. Fisher, Robert R.
Dryden, and Dean E. Miller, 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
Registration Statements 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, (a) up to $3,000,000 of deferred fee
obligations of Fluor under the Fluor Deferred Directors' Fees Program, (b) up to
1,000,000 shares of Fluor common stock issuable under the Fluor Corporation
Retirement Plan and interests in such plan and (c) up to 4,000,000 shares of
Fluor common stock issuable under the Fluor Corporation Salaried Employees'
Savings Investment Plan and interests in such plan and to file such Registration
Statements 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 20th day of January, 2000.
/s/ Ralph F. Hake
-----------------------------
Ralph F. Hake
<PAGE> 3
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 Dean E. Miller, 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 Registration Statements 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, (a) up to
$3,000,000 of deferred fee obligations of Fluor under the Fluor Deferred
Directors' Fees Program, (b) up to 1,000,000 shares of Fluor common stock
issuable under the Fluor Corporation Retirement Plan and interests in such plan
and (c) up to 4,000,000 shares of Fluor common stock issuable under the Fluor
Corporation Salaried Employees' Savings Investment Plan and interests in such
plan and to file such Registration Statements 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 26th day of January, 2000.
/s/ Don L. Blankenship
-------------------------------
Don L. Blankenship
<PAGE> 4
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 Dean E. Miller, 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 Registration Statements 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, (a) up to
$3,000,000 of deferred fee obligations of Fluor under the Fluor Deferred
Directors' Fees Program, (b) up to 1,000,000 shares of Fluor common stock
issuable under the Fluor Corporation Retirement Plan and interests in such plan
and (c) up to 4,000,000 shares of Fluor common stock issuable under the Fluor
Corporation Salaried Employees' Savings Investment Plan and interests in such
plan and to file such Registration Statements 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 20th day of January, 2000.
/s/ Carroll A. Campbell, Jr.
--------------------------------
Carroll A. Campbell, Jr.
<PAGE> 5
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 Dean E. Miller, 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 Registration Statements 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, (a) up to
$3,000,000 of deferred fee obligations of Fluor under the Fluor Deferred
Directors' Fees Program, (b) up to 1,000,000 shares of Fluor common stock
issuable under the Fluor Corporation Retirement Plan and interests in such plan
and (c) up to 4,000,000 shares of Fluor common stock issuable under the Fluor
Corporation Salaried Employees' Savings Investment Plan and interests in such
plan and to file such Registration Statements 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 20th day of January, 2000.
/s/ Peter J. Fluor
------------------------------
Peter J. Fluor
<PAGE> 6
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 Dean E. Miller, 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 Registration Statements 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, (a) up to
$3,000,000 of deferred fee obligations of Fluor under the Fluor Deferred
Directors' Fees Program, (b) up to 1,000,000 shares of Fluor common stock
issuable under the Fluor Corporation Retirement Plan and interests in such plan
and (c) up to 4,000,000 shares of Fluor common stock issuable under the Fluor
Corporation Salaried Employees' Savings Investment Plan and interests in such
plan and to file such Registration Statements 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 20th day of January, 2000.
/s/ David P. Gardner
--------------------------------
David P. Gardner
<PAGE> 7
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 Dean E. Miller, 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 Registration Statements 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, (a) up to
$3,000,000 of deferred fee obligations of Fluor under the Fluor Deferred
Directors' Fees Program, (b) up to 1,000,000 shares of Fluor common stock
issuable under the Fluor Corporation Retirement Plan and interests in such plan
and (c) up to 4,000,000 shares of Fluor common stock issuable under the Fluor
Corporation Salaried Employees' Savings Investment Plan and interests in such
plan and to file such Registration Statements 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 20th day of January, 2000.
/s/ Thomas L. Gossage
----------------------------------
Thomas L. Gossage
<PAGE> 8
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 Dean E. Miller, 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 Registration Statements 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, (a) up to
$3,000,000 of deferred fee obligations of Fluor under the Fluor Deferred
Directors' Fees Program, (b) up to 1,000,000 shares of Fluor common stock
issuable under the Fluor Corporation Retirement Plan and interests in such plan
and (c) up to 4,000,000 shares of Fluor common stock issuable under the Fluor
Corporation Salaried Employees' Savings Investment Plan and interests in such
plan and to file such Registration Statements 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 26th day of January, 2000.
/s/ Bobby R. Inman
---------------------------------
Bobby R. Inman
<PAGE> 9
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 Dean E. Miller, and each of them, his
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 Registration Statements 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, (a) up to
$3,000,000 of deferred fee obligations of Fluor under the Fluor Deferred
Directors' Fees Program, (b) up to 1,000,000 shares of Fluor common stock
issuable under the Fluor Corporation Retirement Plan and interests in such plan
and (c) up to 4,000,000 shares of Fluor common stock issuable under the Fluor
Corporation Salaried Employees' Savings Investment Plan and interests in such
plan and to file such Registration Statements 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 his
signature as of the 24th day of January, 2000.
/s/ Vilma S. Martinez
---------------------------------
Vilma S. Martinez
<PAGE> 10
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 Dean E. Miller, 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 Registration Statements 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, (a) up to
$3,000,000 of deferred fee obligations of Fluor under the Fluor Deferred
Directors' Fees Program, (b) up to 1,000,000 shares of Fluor common stock
issuable under the Fluor Corporation Retirement Plan and interests in such plan
and (c) up to 4,000,000 shares of Fluor common stock issuable under the Fluor
Corporation Salaried Employees' Savings Investment Plan and interests in such
plan and to file such Registration Statements 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 21st day of January, 2000.
/s/ Dean R. O'Hare
--------------------------------
Dean R. O'Hare
<PAGE> 11
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 Dean E. Miller, 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 Registration Statements 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, (a) up to
$3,000,000 of deferred fee obligations of Fluor under the Fluor Deferred
Directors' Fees Program, (b) up to 1,000,000 shares of Fluor common stock
issuable under the Fluor Corporation Retirement Plan and interests in such plan
and (c) up to 4,000,000 shares of Fluor common stock issuable under the Fluor
Corporation Salaried Employees' Savings Investment Plan and interests in such
plan and to file such Registration Statements 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 23rd day of January, 2000.
/s/ Robin W. Renwick
--------------------------------
Robin W. Renwick
<PAGE> 12
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 Dean E. Miller, 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 Registration Statements 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, (a) up to
$3,000,000 of deferred fee obligations of Fluor under the Fluor Deferred
Directors' Fees Program, (b) up to 1,000,000 shares of Fluor common stock
issuable under the Fluor Corporation Retirement Plan and interests in such plan
and (c) up to 4,000,000 shares of Fluor common stock issuable under the Fluor
Corporation Salaried Employees' Savings Investment Plan and interests in such
plan and to file such Registration Statements 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 20th day of January, 2000.
/s/ James O. Rollans
-------------------------------
James O. Rollans
<PAGE> 13
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 Dean E. Miller, and each of them, his
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 Registration Statements 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, (a) up to
$3,000,000 of deferred fee obligations of Fluor under the Fluor Deferred
Directors' Fees Program, (b) up to 1,000,000 shares of Fluor common stock
issuable under the Fluor Corporation Retirement Plan and interests in such plan
and (c) up to 4,000,000 shares of Fluor common stock issuable under the Fluor
Corporation Salaried Employees' Savings Investment Plan and interests in such
plan and to file such Registration Statements 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 his
signature as of the 21st day of January, 2000.
/s/ Martha R. Seger
-------------------------------
Martha R. Seger
<PAGE> 14
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 Dean E. Miller, 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 Registration Statements 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, (a) up to
$3,000,000 of deferred fee obligations of Fluor under the Fluor Deferred
Directors' Fees Program, (b) up to 1,000,000 shares of Fluor common stock
issuable under the Fluor Corporation Retirement Plan and interests in such plan
and (c) up to 4,000,000 shares of Fluor common stock issuable under the Fluor
Corporation Salaried Employees' Savings Investment Plan and interests in such
plan and to file such Registration Statements 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 20th day of January, 2000.
/s/ James C. Stein
--------------------------------
James C. Stein
