Agreement and Plan of Merger (this "Agreement"), dated as of July 16, 2002,

by and among URS Corporation, a Delaware corporation ("Parent"); URS Holdings,

Inc., a Delaware corporation and wholly owned subsidiary of Parent ("EG&G Merger

Sub"); URS-LSS Holdings, Inc., a Delaware corporation and a wholly owned

subsidiary of Parent ("Lear Merger Sub" and together with EG&G Merger Sub, the

"Merger Subs"); Carlyle-EG&G Holdings Corp., a Delaware corporation ("EG&G" or a

"Target Company"); Lear Siegler Services, Inc., a Delaware corporation ("Lear"

or a "Target Company" and, together with EG&G, the "Target Companies"); and EG&G

Technical Services Holdings, L.L.C. (the "Holder Representative").



                              W I T N E S S E T H:



     Whereas, the respective Boards of Directors of Parent, the EG&G Merger Sub

and EG&G have approved the merger of EG&G with and into the EG&G Merger Sub (the

"EG&G Merger"), upon the terms and subject to the conditions set forth in this

Agreement;



     Whereas, the respective Boards of Directors of Parent, the Lear Merger Sub

and Lear have approved the merger of Lear with and into the Lear Merger Sub (the

"Lear Merger" and, together with the EG&G Merger, the "Mergers"), upon the terms

and subject to the conditions set forth in this Agreement;



     Whereas, the respective Boards of Directors of Parent, the Merger Subs and

the Target Companies have each determined that the Mergers and the other

transactions contemplated hereby are consistent with, and in furtherance of,

their respective business strategies and goals;



     Whereas, Parent, the Merger Subs and the Target Companies desire to make

certain representations, warranties, covenants and agreements in connection with

the Mergers and also to prescribe various conditions to the Mergers; and



     Whereas, for federal income tax purposes, it is intended that the Mergers

will qualify as tax-free reorganizations under the provisions of Section 368(a)

of the Internal Revenue Code of 1986, as amended (the "Code");



     Now, Therefore, in consideration of the representations, warranties,

covenants and agreements contained in this Agreement, the parties agree as

follows:



                                   ARTICLE I



                                  THE MERGERS



     Section 1.01  The Mergers. Upon the terms and subject to the conditions set

forth in this Agreement, and in accordance with the Delaware General Corporation

Law (the "DGCL"), EG&G shall be merged with and into the EG&G Merger Sub at the

Effective Time (as defined in Section 1.03). Following the Effective Time, the

EG&G Merger Sub shall be a surviving corporation (the "EG&G Surviving

Corporation") and shall succeed to and assume all the rights



                                       1.



{PAGE}



and obligations of EG&G in accordance with the DGCL. Upon the terms and subject

to the conditions set forth in this Agreement, and in accordance with the DGCL,

Lear shall be merged with and into the Lear Merger Sub at the Effective Time (as

defined in Section 1.03). Following the Effective Time, the Lear Merger Sub

shall be a surviving corporation (the "Lear Surviving Corporation" and together

with the EG&G Surviving Corporation, the "Surviving Corporations") and shall

succeed to and assume all the rights and obligations of Lear in accordance with

the DGCL. At the election of Parent, any direct wholly owned subsidiary of

Parent may be substituted for the EG&G Merger Sub or the Lear Merger Sub as a

constituent corporation in the Mergers; provided that any such substitute must

first agree in writing to be bound by the representations, warranties, covenants

and agreements set forth in this Agreement.



     Section 1.02  Closing. The closing of the Mergers (the "Closing") will take

place at the offices of Cooley Godward LLP, One Maritime Plaza, 20/th/ Floor,

San Francisco, California at 10:00 a.m. on a date to be specified by the parties

(the "Closing Date"), which shall be no later than the second business day after

satisfaction or waiver of the conditions set forth in Article VI, unless another

time or date is agreed to by the parties hereto.



     Section 1.03  Effective Time. Subject to the provisions of this Agreement,

as soon as practicable on or after the Closing Date, the parties shall file a

certificate of merger for each of the Mergers (the "Certificates of Merger")

executed in accordance with the relevant provisions of the DGCL and shall make

all other filings or recordings required under the DGCL. The Mergers shall

become effective at such time as the Certificates of Merger are duly filed with

the Secretary of State of the State of Delaware (the time the Mergers become

effective being hereinafter referred to as the "Effective Time").



     Section 1.04  Effects of the Mergers. Each of the Mergers shall have the

effects set forth in Section 259 of the DGCL.



     Section 1.05  Certificate of Incorporation and Bylaws of the Surviving

Corporations. The Restated Certificate of Incorporation and Bylaws of the EG&G

Merger Sub shall be the certificate of incorporation and bylaws, respectively,

of the EG&G Surviving Corporation until thereafter changed or amended as

provided therein or by applicable law. The Restated Certificate of Incorporation

and Bylaws of the Lear Merger Sub shall be the certificate of incorporation and

bylaws, respectively, of the Lear Surviving Corporation until thereafter changed

or amended as provided therein or by applicable law.



     Section 1.06  Directors and Officers of the Surviving Corporations. The

directors and officers of the EG&G Surviving Corporation immediately after the

Effective Time shall be the respective individuals who are directors and

officers of the EG&G Merger Sub immediately prior to the Effective Time. The

directors and officers of the Lear Surviving Corporation immediately after the

Effective Time shall be the respective individuals who are directors and

officers of the Lear Merger Sub immediately prior to the Effective Time.



                                       2.



{PAGE}



                                   ARTICLE II



                   EFFECT OF THE MERGERS ON THE CAPITAL STOCK

                        OF THE CONSTITUENT CORPORATIONS;

                            EXCHANGE OF CERTIFICATES



     Section 2.01  Effect on Capital Stock. As of the Effective Time, by virtue

of the Mergers and without any action on the part of Parent, the Merger Subs,

the Target Companies or any stockholder of the Target Companies:



          (a)  Conversion of Stock of the Merger Subs. Each share of the common

stock, $0.001 par value per share, of the EG&G Merger Sub then outstanding shall

be converted into one share of common stock, par value $0.001 per share, of the

EG&G Surviving Corporation. Each share of the common stock, $0.001 par value per

share, of the Lear Merger Sub then outstanding shall be converted into one share

of common stock, par value $0.001 per share, of the Lear Surviving Corporation.



          (b)  Merger Consideration. The "Merger Consideration" shall consist of

(i) the "Cash Merger Consideration," (ii) the "Common Stock Merger

Consideration" and (iii) the "Bridge Preferred Stock Merger Consideration," each

as defined below.



               (i)    The "Cash Merger Consideration" shall (subject to

adjustment as provided in Section 2.02(b)) equal $331,500,000, less the

Estimated Net Debt at Closing (as defined in Section 2.02(a)), less, except for

purposes of Section 4.04, the Aggregate Cash Out Amount.



               (ii)   The "Common Stock Merger Consideration" shall equal

4,957,359 shares of Common Stock, par value $0.01 per share of Parent ("Parent

Common Stock").



               (iii)  The "Bridge Preferred Stock Merger Consideration" shall

equal 100,000 shares of the Series D Convertible Participating Preferred Stock

of Parent, par value $0.01 per share ("Bridge Preferred Stock").



               (iv)   The "Liquidation Preference" (as defined in the

Certificate of Designations of the Bridge Preferred Stock and the Certificate of

Designations for the Permanent Preferred Stock, respectively) of each share of

Bridge Preferred Stock or Permanent Preferred Stock, as the case may be, at the

Effective Time shall equal the quotient of (A) (x) $168,500,000 multiplied by

the greater of (i) the quotient of the Parent Closing Stock Price (as defined

below) divided by the Parent Stock Price (as defined below) and (ii) 93% less

(y) the Common Stock Merger Consideration multiplied by the Parent Closing Stock

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