FLUOR CORPORATION 2000 RESTRICTED STOCK PLAN

                           FOR NON-EMPLOYEE DIRECTORS



ARTICLE I.  DEFINITIONS



1.1.  Definitions

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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)  "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.



(d)  "Award" shall mean an award of Restricted Stock and/or Resticted Units

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



(e)  "Awardee" shall mean an Eligible Director to whom Restricted Stock has been

     awarded hereunder.



(f)  "Board" shall mean the Board of Directors of the Company.



(g)  "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.



(h)  "Committee" shall mean the administrative body provided for in Section 4.1.

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

     prior to the date of the Distribution, Old Fluor.



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



(k)  "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.



(l)  "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.



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



(n)  "Plan" shall mean the Fluor Corporation 2000 Restricted Stock Plan for Non-

     Employee Directors, the current terms of which are set forth herein.



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

     effective in accordance with the provisions of Section 2.3.



(p)  "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.



(q)  "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.



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

     hereof.



(s)  "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.



(t)  "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

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

for Non-Employee Directors".

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