MANAGEMENT RIGHTS AND STANDSTILL AGREEMENT





         THIS MANAGEMENT RIGHTS AND STANDSTILL AGREEMENT (this "AGREEMENT") is

made and entered into as of August 22, 2002 by and among URS CORPORATION, a

Delaware corporation (the "COMPANY"); CARLYLE-EG&G, L.L.C., a Delaware limited

liability company ("CARLYLE-EG&G"), EG&G TECHNICAL SERVICES HOLDINGS, L.L.C., a

Delaware limited liability company (the "HOLDER REPRESENTATIVE") and TC GROUP,

L.L.C. ("CARLYLE"). Each of Carlyle-EG&G, the Holder Representative and Carlyle

shall also be referred to herein as a "CARLYLE ENTITY" and collectively, the

"CARLYLE ENTITIES".





                                    RECITALS



         WHEREAS, the Company, the Holder Representative, Carlyle-EG&G Holdings

Corp., a Delaware corporation, and Lear Siegler Services, Inc., a Delaware

corporation, entered into an Agreement and Plan of Merger, dated as of July 16,

2002, (the "MERGER AGREEMENT");



         WHEREAS, in order to induce the parties to consummate the transactions

contemplated by the Merger Agreement, the parties have agreed to enter into this

Agreement; and



         WHEREAS, the execution and delivery of this Agreement is a condition to

the parties obligations under to the Merger Agreement.



         NOW, THEREFORE, in consideration of the premises and of the respective

covenants and agreements contained herein, the Company and each of the Carlyle

Entities agree as follows:



         1. DEFINITIONS. For purposes of this Agreement, the following terms

shall have the following respective meanings:



                  (a) an "AFFILIATE" of any person means another person that

directly or indirectly, through one or more intermediaries, controls, is

controlled by, or is under common control with, such first person, where

"CONTROL" means the possession, directly or indirectly, of the power to direct

or cause the direction of the management policies of a person, whether through

the ownership of voting securities, by contract, as trustee or executor, or

otherwise;



                  (b) "BOARD" means the Board of Directors of the Company;



                  (c) "CLOSING DATE" shall mean the Closing Date as defined in

the Merger Agreement;



                  (d) "PERSON" means an individual, corporation, partnership,

limited liability company, joint venture, association, trust, unincorporated

organization or other entity;



                  (e) "REPRESENTATIVE" shall mean officers, directors,

employees, agents, attorneys, accountants, advisors and other representatives;

and





                                       1.

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                  (f) "VOTING SECURITIES" shall mean securities of the Company

with the power to vote with respect to the election of directors generally,

measured with respect to voting power and not with respect to numbers of shares.



         2. MANAGEMENT RIGHTS.



                  (a) MANAGEMENT RIGHTS. From and after the Closing Date and for

so long as the Carlyle Entities and their Affiliates collectively own or control

at least 10% of the Voting Securities (assuming conversion of all outstanding

shares of Series D Senior Convertible Participating Preferred Stock and Series E

Senior Cumulative Convertible Participating Preferred Stock into the Company's

Common Stock), the Carlyle Entities, or their permitted assigns, shall have the

following contractual management rights. Such rights shall be in addition to,

and nothing in this Agreement shall be deemed to limit, any other rights that

any Carlyle Entity may hold as a stockholder of the Company or otherwise:



                           (i) To consult with and advise management of the

Company regarding operating and financial matters and significant business

issues, including without limitation management's proposed annual operating

plans. Upon request, management of the Company shall meet with authorized

representatives of the Carlyle Entities, or their permitted assigns, at a

mutually agreeable time and place within 45 days after the end of each fiscal

year for an annual progress consultation.



                           (ii) To examine the books and records of the Company,

inspect its facilities, and receive other information at reasonable times and

intervals concerning the general status of the Company's financial condition and

operations.



                  (b) BOARD OF DIRECTORS.



                           (i) At all times on and after the first business day

following the Closing Date, for so long as the Carlyle Entities and their

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