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FLUOR HUMAN RESOURCES POLICY



                                                                POLICY/PROCEDURE



THIS FLUOR ENTERPRISES, INC. POLICY IS SUBJECT TO MODIFICATION OR REVISION IN

PART OR IN ITS ENTIRETY TO REFLECT CHANGES IN CONDITIONS SUBSEQUENT TO THE

EFFECTIVE DATE OF THIS POLICY.



SUBJECT: BUSINESS ETHICS AND CONDUCT



HR-148

EFFECTIVE DATE:  03-03-03

SUPERSEDES:      08-05-02



I.       POLICY



         Employees are expected to adhere to the highest standards of business

         ethics and to conduct themselves and Fluor's business in a manner that

         will safeguard the company's reputation and retain the respect of its

         shareholders and all who associate with Fluor. No one in Fluor may give

         any order or directive that would violate the principle of strict

         adherence to the law, regulations governing company activities, or this

         policy. Fluor has additional policies in place that supplement and

         support the standards of conduct in this policy. Employees are expected

         to adhere to these and all other company policies as well.



II.      STANDARDS OF CONDUCT



         A.       CONFLICTS OF INTEREST AND MISAPPROPRIATION OF CORPORATE

                  OPPORTUNITIES:



                  1.       Employees must avoid circumstances giving rise to

                           potential bias due to conflicting personal interests

                           and investments not consistent with the employee's

                           performance of company business. In addition,

                           employees are prohibited from taking for themselves

                           opportunities related to Fluor's business, using

                           Fluor's property, information, or position for

                           personal gain, or competing with Fluor for business

                           opportunities.



                  2.       The company recognizes that the complexities of

                           personal and company interests may occasionally

                           result in situations where employees feel compelled

                           to excuse themselves from a particular transaction

                           because of inability to preclude the appearance of

                           bias or the occurrence of personal gain at the

                           expense of the company. To facilitate the avoidance

                           of such circumstances and to protect both employees

                           and the company, all potential personal conflicts and

                           all opportunities that relate to Fluor's business

                           must be disclosed in writing upon initial employment

                           with the company, at the time of the re-certification

                           of this policy, and at any other time in the course

                           of employment when potential conflict situations or

                           opportunities that relate to Fluor's business arise.



                  3.       Employees must disclose to their supervisors,

                           management, Human Resources or the Ethics Hotline

                           (see Section III of this policy) circumstances,

                           investments, interests, or affiliations which could

                           reasonably be expected to:

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