FLUOR CORPORATION 2000 RESTRICTED STOCK PLAN

                          FOR NON-EMPLOYEE DIRECTORS



ARTICLE I.  DEFINITIONS



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)  "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.



     (b)  "Assumed Award" shall mean a restricted stock grant, restricted stock

          unit or other equity-based arrangement that was granted by Old Fluor

          to one of its non-employee directors for his or her service as such

          and which is assumed by the Company in connection with the

          Distribution, as such award has been adjusted or amended pursuant to

          the terms thereof.



     (c)  "Award" shall mean an award of Restricted Stock and/or Restricted

          Units pursuant to the provisions of Article V or Article VI 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.



     (g)  "Committee" shall mean the administrative body provided for in Section

          4.1.



     (h)  "Company" shall mean Fluor Corporation and, with respect to periods of

          time prior to the date of the Distribution, Old Fluor.



     (i)  "Distribution" shall have the meaning set forth in Section 2.2.



     (j)  "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.

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     (k)  "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.



     (l)  "Old Fluor" shall have the meaning set forth in Section 2.2.



     (m)  "Plan" shall mean the Fluor Corporation 2000 Restricted Stock Plan for

          Non-Employee Directors, the current terms of which are set forth

          herein.



     (n)  "Plan Effective Date" shall mean the date upon which the Plan becomes

          effective in accordance with the provisions of Section 2.3.



     (o)  "Restricted Stock Agreement" and "Restricted Unit Agreement" shall

          mean the agreement between the Company and the Awardee with respect to

          Restricted Stock and Restricted Units, respectively, awarded

          hereunder.



     (p)  "Restricted Stock Award" shall mean Stock that is 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.



     (q)  "Restricted Unit Award" shall mean amounts awarded pursuant to Article

          VI hereof.



     (r)  "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.



     (s)  "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



2.1       Name

          ----



This Plan shall be known as the "Fluor Corporation 2000 Restricted Stock Plan

for Non-Employee Directors".



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.  The Plan also permits Shares to be issuable upon vesting or

satisfaction of restricted stock and restricted unit

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