<PAGE>   1
                                                                    EXHIBIT 10.8

FLUOR CORPORATION
Amended and Restated Fluor Executives' Supplemental Benefit Plan
Plan Document
================================================================================

                              AMENDED AND RESTATED
                   FLUOR EXECUTIVES' SUPPLEMENTAL BENEFIT PLAN

The purpose of this Fluor Executives' Supplemental Benefit Plan, amended and
restated effective as of May 1, 1999, is to provide specified benefits to a
select group of management and highly paid executives of Fluor Corporation, a
Delaware corporation, and its subsidiaries, if any, that sponsor the Plan
(collectively with the Trust (as defined below), the "Company"), in accordance
with the following terms and conditions:

1.  Definitions. For purposes of this Plan, unless otherwise clearly apparent
    from the context, the following phrases or terms (and their related
    meanings) shall have the following indicated meanings:

    (a) "Administrative Committee" shall mean the Administrative Committee
        appointed pursuant to Section 9 below.

    (b) "Administrator" shall have the meaning set forth in Section 9 below.

    (c) "Adverse Change in Employment Condition" shall mean, with respect to an
        Executive, any of the following:

        (i)   The Executive experiences a Termination of Employment for any
              reason other than a voluntary resignation.

        (ii)  The Executive experiences any material change of his or her duties
              with a material reduction in his or her responsibilities or
              compensation.

        (iii) The Executive experiences any mandatory change in the geographic
              location of his or her principal place of business with a
              reduction in his or her compensation.

        (iv)  The Executive experiences any obvious bad faith by the Company in
              dealing with his or her employment conditions.

    (d) "Approved Early Retirement" shall mean, with respect to an Executive,
        severance from employment with the Company for reasons other than death
        prior to Normal Retirement that the board of directors of the Company
        or, upon and after a Change in Control Event, the Administrator has
        determined pursuant to this Plan is an Approved Early Retirement.

    (e) "Beneficiary" shall mean the person or persons designated as such in
        accordance with Section 7.

    (f) "Beneficiary Designation Form" shall mean the form established from time
        to time by the Committee that an Executive completes, signs and returns
        to the Committee to designate one or more Beneficiaries.

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FLUOR CORPORATION
Amended and Restated Fluor Executives' Supplemental Benefit Plan
Plan Document
================================================================================

    (g) "Benefit" shall mean, with respect to an Executive, the Executive's
        Pre-Retirement Death Benefit, Retirement Benefit, Disability Benefit,
        Joint and Survivor Insurance Coverage Benefit or Change in Control
        Benefit, as determined in accordance with Section 6.

    (h) A "Change in Control Event" shall occur if:

        (i)   any shareholder or "group" as defined in Section 13(d)(3) of the
              Securities Exchange Act of 1934, directly or indirectly acquires
              25% or more of the voting power of the then outstanding securities
              of the Company that are entitled to vote generally for the
              election on the Company's directors as appropriate (the "Voting
              Securities"); or

        (ii)  as the direct or indirect result of, or in connection with, a
              reorganization, merger, cash tender, share exchange or
              consolidation (a "Business Combination"), a contested election of
              directors, or any combination of these transactions, the persons
              who were directors of the Company cease to constitute a majority
              of the Company's board of directors, or any successor's board of
              directors.

    (i) "Company" shall mean Fluor Corporation, a Delaware corporation, and its
        subsidiaries, if any, which sponsor the Plan. Notwithstanding the
        foregoing, if the context so requires, "Company" shall also mean the
        Trust.

    (j) "Death Benefit" shall mean, with respect to an Executive, the
        Executive's Pre-Retirement Death Benefit or Post-Retirement Death
        Benefit, as the case may be.

    (k) "Disability" or "Disabled" shall mean, with respect to an Executive, the
        period of time during which the Executive qualifies for permanent
        disability benefits under the Company's long-term disability plan or, if
        the Executive does not participate in such a plan, a period of
        disability during which the Executive would have qualified for permanent
        disability benefits under such a plan had the Executive been a
        participant, as determined in the sole discretion of the Administrator.
        If the Company does not sponsor such a plan, or discontinues to sponsor
        such a plan, Disability shall be determined by the Administrator in its
        sole discretion.

    (l) "Employment" shall mean full-time or substantially full-time employment
        by the Company or any Subsidiary of the Company, including any approved
        leave of absence.

    (m) "Endorsement" shall mean, with respect to an Executive, the endorsement,
        in favor of the Executive and contained in the Policy, in the amounts
        set forth in Schedule A-1 and A-2 of Section 2 of the Executive's Plan
        Agreement, and in a form acceptable to the Insurer, entitling the
        Executive to designate a Beneficiary to receive the Executive's
        Pre-Retirement Death Benefit, if any, from the Policy. Notwithstanding
        any other provision of this Plan that may be construed to the contrary,
        the Endorsement shall be null and void and of no further effect upon and
        after the Endorsement Termination Date.

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<PAGE>   3
FLUOR CORPORATION
Amended and Restated Fluor Executives' Supplemental Benefit Plan
Plan Document
================================================================================

    (n) "Endorsement Termination Date" shall mean the date on which occurs the
        first of the following events:

        (i)   The Executive Retires.

        (ii)  The Executive experiences a Termination of Employment.

        (iii) The second anniversary of the date the Executive experiences a
              Disability;

        (iv)  The Executive experiences an Adverse Change in Employment
              Condition upon or after a Change in Control Event.

        (v)   The Plan is terminated by the Executive or the Company in
              accordance with Section 12.

        (vi)  The Executive elects to receive the Joint and Survivor Insurance
              Coverage Benefit in accordance with Section 6(d).

    (o) "Executive" shall mean an employee of the Company, or any Subsidiary of
        the Company, who is selected by the Administrator to participate in this
        Plan, and who enters into a Plan Agreement and completes a Beneficiary
        Designation Form accepted by the Administrator.

    (p) "Fluor Joint and Survivor Split Dollar Insurance Plan" shall mean that
        certain Fluor Corporation Joint and Survivor Split Dollar Life Insurance
        Plan.

    (q) "Form of Retirement Benefit" shall mean, with respect to an Executive,
        the Post-Retirement Death Benefit, the Lump Sum Benefit or the Salary
        Continuation Benefit as set forth in Section 6(c).

    (r) "Insurer" shall mean, as to each Executive, the insurer(s) specified in
        his or her Plan Agreement.

    (s) "Lump Sum Benefit", with respect to an Executive at a particular age,
        shall have the following meanings:

        (i)   For (a) a Normal Retirement, or (b) an Approved Early Retirement
              or Change in Control Benefit at age fifty-five (55) or older, the
              Executive's Lump Sum Benefit shall be the amount set forth as such
              in Schedule B of Section 2 of the Executive's Plan Agreement.

        (ii)  For an Approved Early Retirement or Change in Control Benefit at
              age fifty-four (54) or younger, the Executive's Lump Sum Benefit
              shall be equal to the Lump Sum Benefit set forth as such in
              Schedule B of Section 2 of the Executive's Plan Agreement for an
              Approved Early Retirement at age fifty-five (55), discounted at a
              rate equal to 7.5% per annum, compounded, for each year that the
              Executive is younger than age fifty-five (55), including any
              partial year.

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<PAGE>   4
FLUOR CORPORATION
Amended and Restated Fluor Executives' Supplemental Benefit Plan
Plan Document
================================================================================

    (t) "Normal Retirement" shall mean, with respect to an Executive, severance
        from employment with the Company on or after the date upon which he or
        she attains age sixty-five (65) for any reason, other than leave of
        absence, death or Disability.

    (u) "Plan" shall mean the Amended and Restated Fluor Executives'
        Supplemental Benefit Plan, which shall be evidenced by this instrument
        and by each Plan Agreement, as they may be amended from time to time.

    (v) "Plan Agreement" shall mean, with respect to an Executive, a written
        agreement, as may be amended from time to time, which is entered into by
        and between the Company and an Executive. Each Plan Agreement shall
        provide for the entire benefit to which such Executive is entitled under
        the Plan; should there be more than one Plan Agreement, the Plan
        Agreement bearing the latest date of execution by the Company shall
        supersede all previous Plan Agreements in their entirety and shall
        govern such entitlement. The terms of any Plan Agreement may be
        different for any Executive, and any Plan Agreement may provide
        additional benefits not set forth in the Plan or limit the benefits
        otherwise provided under the Plan; provided, however, that any such
        additional benefits or benefit limitations must be agreed to by both the
        Company and the Executive.

    (w) "Policy" shall mean that policy of life insurance as described in
        Section 2 below.

    (x) "Post-Retirement Death Benefit" shall mean, with respect to an
        Executive, the death proceeds payable by the Company (rather than under
        the Policy by the Insurer) to the Executive's Beneficiary, in the
        amounts set forth in Schedule B of Section 2 of the Executive's Plan
        Agreement. Neither the Company nor the Executive shall be responsible in
        any way for the tax status of the Post-Retirement Death Benefit.

    (y) "Premium" shall mean, as to any particular time, the premium as
        determined under the terms of the Policy.

    (z) "Pre-Retirement Death Benefit" shall mean, with respect to an Executive,
        the death proceeds payable under the Policy by the Insurer to the
        Executive's Beneficiary, in the amounts set forth in the Endorsement.
        Neither the Company nor the Executive shall be responsible in any way
        for the tax status of the Pre-Retirement Death Benefit.

   (aa) "Retirement", "Retires", or "Retired" shall mean, with respect to an
        Executive, severance from employment with the Company on account of his
        or her Normal Retirement or Approved Early Retirement, as the case may
        be.

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<PAGE>   5
FLUOR CORPORATION
Amended and Restated Fluor Executives' Supplemental Benefit Plan
Plan Document
================================================================================

   (bb) "Salary Continuation Benefit", with respect to an Executive at a
        particular age, shall have the following meanings:

        (i)   For (a) a Normal Retirement or (b) an actual Approved Early
              Retirement at age fifty-five (55) or older, the Executive's Salary
              Continuation Benefit shall be the amount set forth as such in
              Schedule B of Section 2 of such Executive's Plan Agreement.

        (ii)  For an actual Approved Early Retirement at age fifty-four (54) or
              younger, an Executive's Salary Continuation shall be equal to the
              Salary Continuation Benefit set forth as such in Schedule B of
              Section 2 of such Executive's Plan Agreement for an Approved Early
              Retirement at age fifty-five (55), discounted at a rate equal to
              7.5% per annum, compounded, for each year that the Executive is
              younger than age fifty-five (55), including any partial year.

   (cc) "Subsidiary" shall mean any corporation, partnership, limited liability
        company, venture or other entity in which the Company has at least a 50%
        equity ownership interest.

   (dd) "Termination of Employment" shall mean, with respect to an Executive,
        the severing of employment with the Company, voluntarily or
        involuntarily, for any reason other than Retirement, Disability, death
        or an authorized leave of absence.

   (ee) "Trust" shall mean the trust established pursuant to that certain Master
        Trust Agreement, dated as of _______, 19__, between the Company and the
        trustee named therein, as amended from time to time.

   (ff) "Year" shall mean a period of twelve (12) consecutive calendar months.

2. Acquisition of Policy; Ownership of Insurance; Enrollment Requirements.

   (a)  Acquisition of Policy; Ownership of Insurance. The parties to this Plan
        shall cooperate in applying for and obtaining the Policy. The Policy
        shall be issued to the Company as its sole and exclusive owner, subject
        to the Endorsement in favor of the Executive.

   (b)  Enrollment Requirements. As a condition of participation, each selected
        Executive must complete, execute and return a Plan Agreement and a
        Beneficiary Designation Form to the Administrator. In addition, the
        Administrator (or the Administrator, upon and after a Change in Control
        Event) shall establish from time to time such other enrollment
        requirements as it determines, in its sole discretion, are necessary.

   (c)  Executive's and Beneficiary's Tax Liability. The Executive acknowledges
        that, prior to the Endorsement Termination Date, under current law, he
        or she shall have taxable income equal to the value of the "economic
        benefit" derived by the Executive from the Policy's insurance
        protection, as determined for Federal income tax purposes under Revenue
        Rulings 64-238 and 66-110. The Executive further acknowledges that,
        under current law, he or she and/or his or her Beneficiary shall have
        taxable income equal to the economic value of any Benefits to which he
        or she or his or her Beneficiary become entitled to receive under the
        Plan after the Endorsement Termination Date.

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<PAGE>   6
FLUOR CORPORATION
Amended and Restated Fluor Executives' Supplemental Benefit Plan
Plan Document
================================================================================

3.  Premium Payments. Prior to the Endorsement Termination Date, the Company
    shall pay to the Insurer each Premium on or before the date that it is due.
    In the event that the Company fails to pay a Premium, or a portion thereof,
    the Executive may pay, but is not required to pay, such Premium or portion
    thereof, and the Company shall immediately reimburse the Executive for any
    amount so paid. Upon and after the Endorsement Termination Date, the Company
    shall be entitled to exercise all of the rights of the owner under the
    Policy, including the right in its sole and absolute discretion to pay or
    not to pay additional Premiums when due in order to keep the Policy in force
    for the sole benefit of the Company. Therefore, upon and after the
    Endorsement Termination Date, the Executive shall have no right to be
    reimbursed by the Company for any subsequent payment of Premiums by the
    Executive to the Insurer.

4.  Rights and Interests in the Policy.

    (a) Rights of Company. Except for those rights granted to the Executive in
        the Endorsement pursuant to Section 4(b) below, the Company shall have
        all of the rights of the owner under the Policy and shall be entitled to
        exercise all of such rights, options and privileges without the consent
        of the Executive; provided, however, the Company agrees not to exercise
        any right to surrender the Policy before the Endorsement Termination
        Date.

    (b) Endorsement and Endorsement Termination Date. The Endorsement to the
        Policy, as specified in Schedules A-1 and A-2 of Section 2 of the Plan
        Agreement, shall be in full force and effect prior to the Endorsement
        Termination Date. The Endorsement while in effect shall grant to the
        Executive the right to designate a Beneficiary under the Policy to
        receive the Executive's Pre-Retirement Death Benefit, and to change such
        designation at any time. Upon and after the Endorsement Termination
        Date: the Endorsement shall be immediately null, void and of no further
        effect; the interest of the Executive in the Policy shall irrevocably
        terminate; no further benefits shall be due the Executive or his or her
        Beneficiary under the Policy; and the Executive shall have no further
        right to designate a Beneficiary under the Policy.

    (c) Conflict. As between the parties hereto, in the event of conflict
        between the terms of the Endorsement and this Plan, the terms of this
        Plan shall prevail. The Insurer shall be bound, however, only by the
        terms of the Policy and any Endorsement thereto, and shall not be
        required to pay any amounts to any person in excess of its obligations
        under the terms of the Policy.

    (d) Collection of Policy Proceeds and Source of Payment of Death Benefit.

        (i)   If the Executive dies while employed by the Company, and a
              Pre-Retirement Death Benefit is due under Section 6(f), the
              following steps shall occur promptly following the Executive's
              death: (A) the Company and the Executive's Beneficiary shall take
              all steps necessary to collect the gross proceeds under the
              Policy; (B) the Insurer shall pay the Executive's Pre-Retirement
              Death Benefit to his or her Beneficiary as specified in Schedule C
              of the Plan Agreement; and (C) the Insurer shall pay to the
              Company the amount, if any, by which the gross proceeds under the
              Policy exceed the Pre-Retirement Death Benefit.

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FLUOR CORPORATION
Amended and Restated Fluor Executives' Supplemental Benefit Plan
Plan Document
================================================================================

        (ii)  If the Executive dies after Retirement, and a Post-Retirement
              Death Benefit is due under Section 6(c)(i), the following steps
              shall occur promptly following the Executive's death: (A) the
              Company and the Executive's Beneficiary shall take all steps
              necessary to collect the gross proceeds, if any, under the Policy;
              (B) the Insurer shall pay the gross proceeds, if any, under the
              Policy to the Company; and (C) the Company shall pay the
              Executive's Post-Retirement Death Benefit to the Executive's
              Beneficiary.

        (iii) If the Executive dies, and no Death Benefit is due under Section
              6(f) or Section 6(c)(i), the following steps shall occur promptly
              following the Executive's death: (A) the Company and the
              Executive's Beneficiary shall take all steps necessary to collect
              the gross proceeds, if any, under the Policy; (B) the Insurer
              shall pay the gross proceeds, if any, under the Policy to the
              Company; and (C) neither the Insurer or the Company shall pay any
              death benefit to the Executive's Beneficiary.

5.  Insurer. The Insurer is not a party to this Plan, shall in no way be bound
    by or charged with notice of its terms, and is expressly authorized to act
    only in accordance with the terms of the Policy. The Insurer shall be fully
    discharged from any and all liability under the Policy upon payment or other
    performance of its obligations in accordance with the terms of the Policy.

6.  Benefits.

    (a) One Benefit. Notwithstanding any other provision of this Plan that may
        be construed to the contrary, in no event shall an Executive or his or
        her Beneficiary or both receive more than one Benefit under this Plan.

    (b) Retirement Benefit Elections. Subject to the Executive's continuous
        employment from the effective date of his or her Plan Agreement until
        his or her Retirement, the Executive shall have the right to elect one
        Form of Retirement Benefit set forth in Section 6(c) below; provided,
        however, that notwithstanding any other provision of this Plan that may
        be construed to the contrary, in no event shall an Executive or his or
        her Beneficiary or both receive more than one Form of Retirement Benefit
        under this Plan. The Executive's elections shall be governed by the
        provisions set forth in this Section 6(b).

        (i)   Elections In General; Default Election. An Executive, in
              connection with his or her commencement of participation in the
              Plan, shall do one of the following: (a) the Executive shall elect
              on his or her Plan Agreement to receive one (1) Form of Retirement
              Benefit set forth in Section 6(c) in the event of his or her
              Retirement; or (b) the Executive may decline to make an election
              under clause (a) until the last day of the Year preceding the Year
              in which Retirement occurs. A Form of Retirement Benefit selected
              in the event of Normal Retirement may be the same as or different
              than the Form of Retirement Benefit selected in the event of an
              Approved Early Retirement. If an Executive does not make any
              election with respect to the Form of Retirement Benefit, or fails
              to make a timely election after deferring an election according to
              the clause (b) above, then the Executive shall be deemed to have
              elected the Post-Retirement Death Benefit as his or her Form of
              Retirement Benefit.

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<PAGE>   8
FLUOR CORPORATION
Amended and Restated Fluor Executives' Supplemental Benefit Plan
Plan Document
================================================================================

        (ii)  Changing Elections; Time before Retirement. An Executive may
              change and of his or her Form of Retirement Benefit to an
              allowable alternative Form of Retirement Benefit by submitting a
              new Plan Agreement to the Administrator, provided that any such
              Plan Agreement is submitted at least one (1) Year prior to the
              date of the Executive's Retirement. Subject to the preceding
              sentence and Section 6(b)(iii) below, the Plan Agreement most
              recently accepted by the Administrator shall determine which Form
              of Retirement Benefit under Section 6(c) shall be received by the
              Executive.

        (iii) Special Rule for Approved Early Retirement. If the Executive
              experiences an Approved Early Retirement, the Administrator may,
              in its sole discretion, choose to override any election the
              Executive has made to the contrary and provide the Executive the
              Post-Retirement Death Benefit as his or her Form of Retirement
              Benefit.

    (c) Form of Retirement Benefit. The Form of Retirement Benefit and its
        payment shall be as follows:

        (i)   Post-Retirement Death Benefit. If the Executive elects to receive
              the Post-Retirement Death Benefit as the Form of Retirement
              Benefit, the Executive shall receive continued coverage under the
              Plan (but not the Policy) after his or her Retirement. The
              Executive's Post-Retirement Death Benefit shall be paid to his or
              her Beneficiary upon the Executive's death in a lump sum in
              accordance with Section 4(d). The lump sum payment shall be made
              no later than six (6) months after the date the Administrator is
              provided with proof that is satisfactory to the Administrator of
              the Executive's death. The Executive acknowledges that his or her
              Beneficiary will be considered to have taxable compensation income
              that is equal in amount to the Death Benefit. The Executive's Plan
              Agreement shall terminate when the Post-Retirement Death Benefit
              is paid to the Executive's Beneficiary.

        (ii)  Lump Sum Benefit. If the Executive elects to receive the Lump Sum
              Benefit as the Form of Retirement Benefit, the Executive's Lump
              Sum Benefit shall be paid to the Executive no later than six (6)
              months after the date of the Executive's Retirement. The Executive
              acknowledges that, under current tax law, he or she will be
              considered to have taxable compensation income on such payment
              date in an amount equal to the Lump Sum Benefit. The Executive's
              Plan Agreement shall terminate when the Lump Sum Benefit is paid
              to the Executive.

        (iii) Salary Continuation Benefit. If the Executive elects to receive
              the Salary Continuation Benefit as the Form of Retirement Benefit,
              the Executive shall be paid his or her Salary Continuation Benefit
              in 120 equal payments over a period of 120 months, which payments
              shall commence no later than six (6) months after

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<PAGE>   9
FLUOR CORPORATION
Amended and Restated Fluor Executives' Supplemental Benefit Plan
Plan Document
================================================================================

              the date of the Executive's Retirement. Notwithstanding any
              provision of this Plan that may be construed to the contrary, if
              an Executive who elects the Salary Continuation Benefit provided
              for by this Section 6(c)(iii) dies after his or her Retirement but
              before his or her Salary Continuation Benefit is paid in full, the
              Executive's unpaid Salary Continuation Benefit payments shall
              continue and shall be paid to the Executive's Beneficiary over the
              remaining number of months and in the same amounts as the Salary
              Continuation Benefit payments would have been paid to the
              Executive had the Executive survived. The Executive acknowledges
              that he or she and/or his or her Beneficiary will be considered to
              have taxable compensation income attributable to the Salary
              Continuation Benefit payments under this Section 6(c)(iii). The
              Executive's Plan Agreement shall terminate when the final Salary
              Continuation Benefit payment is made to the Executive or the
              Executive's Beneficiary.

    (d) Joint and Survivor Insurance Coverage Benefit. Subject to Section 6(a)
        above, the Executive may at any time up to the Endorsement Termination
        Date, in a form and manner acceptable to the Administrator, elect to
        receive the Joint and Survivor Insurance Coverage Benefit in lieu of any
        other Benefit under this Plan. If the Executive elects to receive the
        Benefit in the form of the Joint and Survivor Insurance Coverage
        Benefit, the Executive shall receive joint and survivor insurance
        coverage under the Fluor Joint and Survivor Split Dollar Insurance Plan
        in lieu of any other Benefit under this Plan, in which event the
        Endorsement Termination Date shall occur and the Executive's Plan
        Agreement shall immediately terminate pursuant to Section 7(f).

    (e) Disability Benefit. In the event that the Administrator determines that
        the Executive has experienced a Disability, then, regardless of any
        election by the Executive to the contrary and except as otherwise
        provided in this Section 6(e), the only Benefit payable with respect to
        such Executive shall the Pre-Retirement Death Benefit; provided,
        however, that such Benefit shall be payable as a Disability Benefit
        pursuant to this Section 6(e) only if the Executive dies on or before
        the second anniversary of the date he or she becomes Disabled (the
        "Second Anniversary Date"). After the Second Anniversary Date, the
        obligation of the Company to provide any Benefit whatsoever with regard
        to such Executive under this Plan shall terminate, unless the
        Administrator determines that the Executive's Disability for purposes of
        this Section 6(e) is an Approved Early Retirement. If the Administrator
        so determines, the Executive shall be deemed to have experienced an
        Approved Early Retirement on the Second Anniversary Date. In such case,
        the Administrator may in its sole discretion elect to provide such an
        Executive with the Post-Retirement Death Benefit as the Form of
        Retirement Benefit, in accordance with Section 6(b)(iii). If applicable,
        the Executive shall be deemed for purposes of the calculation of the
        Lump Sum Benefit or Salary Continuation Benefit to be Retiring on the
        Second Anniversary Date.

    (f) Pre-Retirement Death Benefit. If the Executive dies prior to the
        Endorsement Termination Date and prior to experiencing a Termination of
        Employment, then his or her Pre-Retirement Death Benefit shall be paid
        pursuant to Section 4(d). The Pre-Retirement

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<PAGE>   10
FLUOR CORPORATION
Amended and Restated Fluor Executives' Supplemental Benefit Plan
Plan Document
================================================================================

        Death Benefit shall be paid to his or her Beneficiary no later than six
        (6) months after the date the Administrator is provided with proof, that
        is satisfactory to the Insurer and the Administrator, of the Executive's
        death.

    (g) Change in Control Benefit. If the Executive experiences an Adverse
        Change of Employment Condition within thirty six (36) months following a
        Change in Control Event, as determined by the Administrator in its sole
        discretion, the Executive shall be deemed to have experienced an
        Approved Early Retirement as of the date of such Adverse Change of
        Employment Condition; provided, however, that, notwithstanding the
        Executive's election, the Form of Retirement Benefit for purposes of
        this Section 6(g) shall be the Lump Sum Benefit.

7.  Beneficiary Designation.

    (a) Beneficiary. Each Executive shall have the right, at any time, to
        designate his or her Beneficiary(ies) (both primary as well as
        contingent) to receive any benefits payable under the Plan to a
        beneficiary upon the death of an Executive. The Beneficiary designated
        under this Plan may be the same as or different from the Beneficiary
        designation under any other plan of the Company in which the Executive
        participates.

    (b) Beneficiary Designation; Change; Spousal Consent. An Executive shall
        designate his or her Beneficiary by completing and signing the
        Beneficiary Designation Form, and returning it to the Administrator or
        its designated agent. An Executive shall have the right to change a
        Beneficiary by completing, signing and otherwise complying with the
        terms of the Beneficiary Designation Form and the Administrator's rules
        and procedures, as in effect from time to time. If the Executive names
        someone other than his or her spouse as a Beneficiary, a spousal
        consent, in the form designated by the Administrator, must be signed by
        that Executive's spouse and returned to the Administrator. Upon the
        acceptance by the Administrator of a new Beneficiary Designation Form,
        all Beneficiary designations previously filed shall be canceled. The
        Administrator shall be entitled to rely on the last Beneficiary
        Designation Form filed by the Executive and accepted by the
        Administrator prior to his or her death.

    (c) Acknowledgment. No designation or change in designation of a Beneficiary
        shall be effective until received and acknowledged in writing by the
        Administrator or its designated agent.

    (d) No Beneficiary Designation. If an Executive fails to designate a
        Beneficiary as provided in Sections 7(a), 7(b) and 7(c) above, or if all
        designated Beneficiaries predecease the Executive or die prior to
        complete distribution of the Executive's benefits, then the Executive's
        designated Beneficiary shall be deemed to be his or her surviving
        spouse. If the Executive has no surviving spouse, the benefits remaining
        under the Plan to be paid to a Beneficiary shall be payable to the
        executor or personal representative of the Executive's estate.

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<PAGE>   11
FLUOR CORPORATION
Amended and Restated Fluor Executives' Supplemental Benefit Plan
Plan Document
================================================================================

    (e) Doubt as to Beneficiary. If the Administrator has any doubt as to the
        proper Beneficiary to receive payments pursuant to this Plan, the
        Administrator shall have the right, exercisable in its discretion, to
        withhold such payments until this matter is resolved to the
        Administrator's satisfaction.

    (f) Discharge of Obligations. The payment of benefits under the Plan to a
        Beneficiary shall fully and completely discharge the Company from all
        further obligations under this Plan with respect to the Executive, and
        that Executive's Plan Agreement shall terminate upon such full payment
        of benefits.

8.  Administration of Plan.

    (a) Prior to a Change in Control Event. Prior to a Change in Control Event,
        this Plan shall be administered by an Administrative Committee comprised
        of three (3) or more persons appointed by the Company's board of
        directors. Members of the Administrative Committee may be Executives
        under this Plan. The Administrative Committee shall also have the
        discretion and authority to (i) make, amend, interpret, and enforce all
        appropriate rules and regulations for the administration of this Plan
        and (ii) decide or resolve any and all questions including
        interpretations of this Plan, as may arise in connection with the Plan.
        Any individual serving on the Administrative Committee who is an
        Executive shall not vote or act on any matter relating solely to himself
        or herself.

    (b) Upon and After a Change in Control Event. For purposes of this Plan, the
        Company shall be the "Administrator" at all times prior to the
        occurrence of a Change in Control Event. Upon and after the occurrence
        of a Change in Control Event, the "Administrator" shall be an
        independent third party selected by the individual who, immediately
        prior to such event, was the Company's Chief Executive Officer or, if
        not so identified, the Company's highest ranking officer (the "Ex-CEO").
        The Administrator shall have the discretionary power to determine all
        questions arising in connection with the administration of the Plan and
        the interpretation of the Plan including, but not limited to benefit
        entitlement determinations. When making a determination or calculation,
        the Administrator shall be entitled to rely on information furnished by
        an Executive or the Company. Upon and after the occurrence of a Change
        in Control Event the Company must: (i) pay all reasonable administrative
        expenses and fees of the Administrator; (ii) indemnify the Administrator
        against any costs, expenses and liabilities including, without
        limitation, attorney's fees and expenses arising in connection with the
        performance of the Administrator hereunder, except with respect to
        matters resulting from the gross negligence or willful misconduct of the
        Administrator or its employees or agents; and (iii) supply full and
        timely information to the Administrator or all matters relating to the
        Plan, the Executives and their Beneficiaries, the date of circumstances
        of the Normal Retirement, Approved Early Retirement, Disability, death
        or Termination of Employment of the Executives, and such other pertinent
        information as the Administrator may reasonably require. Upon and after
        a Change in Control Event, the Administrator may be terminated (and a
        replacement appointed) only by the approval of the Ex-CEO. Upon and
        after a Change in Control Event, the Administrator may not be terminated
        by the Company.

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<PAGE>   12
FLUOR CORPORATION
Amended and Restated Fluor Executives' Supplemental Benefit Plan
Plan Document
================================================================================

    (c) Binding Effect of Decisions. The decision or action of the Administrator
        with respect to any question arising out of or in connection with the
        administration, interpretation and application of the Plan and the rules
        and regulations promulgated hereunder shall be final and conclusive and
        binding upon all persons having any interest in the Plan.

    (d) Indemnity of Administrator. The Company shall indemnify and hold
        harmless the members of the Administrator, and any person to whom duties
        of the Committee may be delegated, against any and all claims, losses,
        damages, expenses or liabilities arising from any action or failure to
        act with respect to this Plan, except in the case of willful misconduct
        by the Administrator, any of its members, or any such person.

    (e) Information. To enable the Administrator to perform its functions, the
        Company shall supply full and timely information to the Administrator on
        all matters relating to the compensation of its Executives, the date and
        circumstances of the Normal Retirement, Approved Early Retirement,
        Disability, death or Termination of Employment of its Executives, and
        such other pertinent information as the Administrator may reasonably
        require.

9.  Plan; Named Fiduciary; Claims Procedure.

    (a) Plan. This Plan is part of the Fluor Corporation Amended and Restated
        Executive's Supplemental Benefit Plan, and is comprised of the Plan
        described in this instrument plus all Plan Agreements that so reference
        their association with the Plan.

    (b) Fiduciary. The Company is the named fiduciary of the Plan for purposes
        of this Plan.

    (c) Claims Procedure. The following claims procedure shall be followed in
        handling any benefit claim under this Plan and the Plan Agreement:

        (i)   The Executive, or his or her Beneficiary, if he or she is dead
              (the "Claimant"), shall file a claim for benefits by notifying the
              Company in writing. If the claim is wholly or partially denied,
              the Company shall provide a written notice within ninety (90) days
              specifying the reasons for the denial, the provisions of this Plan
              on which the denial is based, and additional material or
              information, if any, that is necessary for the Claimant to receive
              benefits. Such written notice shall also indicate the steps to be
              taken by the Claimant if a review of the denial is desired.

        (ii)  If a claim is denied, and a review is desired, the Claimant shall
              notify the Company in writing within sixty (60) days after receipt
              of written notice of a denial of a claim. In requesting a review,
              the Claimant may review Plan documents and submit any written
              issues and comments the Claimant feels are appropriate. The
              Company shall then review the claim and provide a written decision
              within sixty (60) days of receipt of a request for a review. This
              decision shall state the specific reasons for the decision and
              shall include references to specific provisions of this Plan, if
              any, upon which the decision is based.

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                                       12


<PAGE>   13
FLUOR CORPORATION
Amended and Restated Fluor Executives' Supplemental Benefit Plan
Plan Document
================================================================================

10. Withholding; Income and Employment Taxes.

    (a) Prior to the Endorsement Termination Date, if the Executive has an
        economic benefit under this Plan, the Company shall withhold from that
        Executive's cash compensation, or the Beneficiary's payment, in a manner
        determined by the Company, the Executive's or Beneficiary's share of all
        federal, state and local income taxes, FICA and other employment taxes
        on such economic benefit.

    (b) The Company, or the trustee of the Trust, shall withhold from any
        Benefit payments made to an Executive or his or her Beneficiary under
        this Plan all federal, state and local income taxes, FICA and other
        employment taxes required to be withheld by the Company, or the trustee
        of the Trust, in connection with such Benefit payments, in amounts and
        in a manner to be determined in the sole discretion of the Company and
        the trustee of the Trust.

11. Protective Provisions. The Executive will cooperate with the Company by
    furnishing any and all information requested b the Company in order to
    facilitate the payments of benefits hereunder, taking such physical
    examinations as the Company may deem necessary ad taking such other action
    as may be required by the Company. If any Executive commits suicide during
    the two-year period commencing upon the date of his or her Plan Agreement,
    or if an Executive makes any material misstatements of information or
    nondisclosure of medical history, then no benefits shall be payable
    hereunder, or, in the sole discretion of the Company's board of directors,
    benefits may be payable in a reduced amount.

12. Amendment of Plan; Termination. This Plan shall not be modified or amended
    except by a writing signed by the Company and the Executive. Except as
    otherwise provided in the next sentence, either party may terminate this
    Plan, and Executive's participation in the Plan, at any time, provided that
    the obligations of the party terminating the Plan and the Plan with respect
    to the Executive are performed in full under the Plan as of the time of the
    termination. Notwithstanding the foregoing and any other provision of this
    Plan that may be construed to the contrary, upon and after a Change in
    Control Event, neither this Plan, nor the Executive's participation in this
    Plan, may be terminated by the Company without the express written consent
    of the Executive, which consent may be unreasonably withheld.

13. Binding Plan. This Plan shall inure to the benefit of, be binding upon, and
    be enforceable by the heirs, administrators, executors, successors and
    assigns of each party to this Plan.

14. State Law. This Plan shall be subject to and be construed under the internal
    laws of the State of California, without regard to its conflicts of laws
    principles.

15. Validity. In case any provision of this Plan shall be illegal or invalid for
    any reason, said illegality or invalidity shall not affect the remaining
    parts of this Plan, but this Plan shall be construed and enforced as if such
    illegal or invalid provision had never been inserted in this Plan.

16. Not a Contract of Employment. The terms and conditions of this Plan shall
    not be deemed to constitute a contract of employment between the Company and
    the Executive. Such employment

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                                       13


<PAGE>   14
FLUOR CORPORATION
Amended and Restated Fluor Executives' Supplemental Benefit Plan
Plan Document
================================================================================

    is hereby acknowledged to be an "at will" employment relationship that can
    be terminated at any time for any reason, with or without cause, unless
    expressly provided in a separate written employment Plan. Nothing in this
    Plan shall be deemed to give the Executive the right to be retained in the
    service of the Company or to interfere with the right of the Company to
    discipline or discharge the Executive at any time.

17. Notice. Any notice or filing required or permitted to be given under this
    Plan to the Company or to the Insurer shall be sufficient if in writing and
    hand-delivered, or sent by registered or certified mail, to the address
    below:


        If to the Company:

           Fluor Corporation
           3353 Michelson Drive
           Irvine, California 92698
           Attn: Senior Manager, Human Resources


        If to the Insurer:

           Security Life Insurance Company of Denver, Inc.
           Security Life Center
           1290 Broadway
           Denver, Colorado 80203

           Sun Life Assurance Company of Canada
           Sun Life Executive Park, SC 2145
           Wellesley Hills, MA 02181

18. Unsecured General Creditor. Executives and their Beneficiaries, heirs,
    successors and assigns shall have no legal or equitable rights, interests or
    claims in any property or assets of the Company. For purposes of the payment
    of benefits under this Plan, any and all of the Company's assets shall be,
    and remain, the general, unpledged unrestricted assets of the Company. The
    Company's obligation under the Plan shall be merely that of an unfunded and
    unsecured promise to pay money in the future.

19. Discharge of Obligations. The full payment of Benefits due under the Plan to
    an Executive or his or her Beneficiary shall fully and completely discharge
    the Company from all further obligations under the Plan with respect to the
    Executive and his or her Beneficiary, and the Executive's Plan Agreement
    shall terminate upon such full payment of Benefits.

20. Legal Fees To Enforce Rights After Change in Control Event. The Company is
    aware that upon the occurrence of a Change in Control Event, the board of
    directors of the Company (which might then be composed of new members) or a
    shareholder of the Company or of any successor corporation might then cause
    or attempt to cause the Company or such successor to refuse to comply with
    its obligations under the Plan and might cause or attempt to cause the
    Company to institute, or may institute, litigation seeking to deny the
    Executive the benefits intended under the

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                                       14


<PAGE>   15

FLUOR CORPORATION
Amended and Restated Fluor Executives' Supplemental Benefit Plan
Plan Document
================================================================================

    Plan. In these circumstances, the purpose of the Plan could be frustrated.
    Accordingly, if, following a Change in Control Event, it should appear to
    any Executive or the Administrator that the Company or any successor
    corporation has failed to comply with any of its obligations under the Plan
    or any agreement thereunder or, if the Company or any other person takes any
    action to declare the Plan void or unenforceable or institutes any
    litigation or other legal action designed to deny, diminish or to recover
    from any Executive the benefits intended to be provided, then the Company
    irrevocably authorizes such Executive or the Administrator or both to retain
    counsel of his or her or their choice(s) at the expense of the Company to
    represent such Executive or the Administrator or both, as the case may be,
    in connection with the initiation or defense of any litigation or other
    legal action, whether by or against the Company or any director, officer,
    shareholder or other person affiliated with the Company, or any successor
    thereto in any jurisdiction. The Executive or the Administrator or both, as
    the case may be, shall be entitled to receive advances from the Company on
    demand in the amount of the attorney's fees and expenses incurred in
    accordance with this Section 20.

21. Entire Plan. This Plan constitutes the entire Plan between the parties
    hereto with regard to the subject matter of this Plan and supersedes all
    previous negotiations, Plans and commitments in respect thereto. No oral
    explanation or oral information by either of the parties to this Plan shall
    alter the meaning or interpretation of this Plan. This Plan may not be
    amended or modified except by a written instrument executed by the Company
    and the Executive.


IN WITNESS WHEREOF, the Company has executed this Plan as of the date first
written above.

                                    "Company"
                                    Fluor Corporation, a Delaware corporation

                                    By: /s/ L. N. FISHER
                                        ----------------------------------------

                                    Its: Senior Vice President Law and Secretary
                                         ---------------------------------------



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