Exhibit 4.1


 


PREFERRED STOCK


 


FACE OF SECURITY


 


UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREUNDER IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON
CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE OFFERED, SOLD, PLEDGED
OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE.


 


BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST
HEREIN, THE ACQUIRER:


 


1.                  
REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING
OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND


 


2.                  
AGREES FOR THE BENEFIT OF FLUOR CORPORATION (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER
THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST DATE OF INITIAL ISSUANCE
HEREOF OR SUCH OTHER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH
LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT:


 


(A)              
TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR


 


(B)              
PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR


 


(C)              
TO A PERSON REASONABLY BELIEVED TO BE A QUALIFIED INSTITUTIONAL BUYER THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF ANOTHER QUALIFIED INSTITUTIONAL BUYER AND TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, ALL IN
COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR


 


(D)              
PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


 






    


     


    

 


PRIOR TO THE REGISTRATION OF ANY TRANSFER IN
ACCORDANCE WITH CLAUSE (2)(D) ABOVE, THE COMPANY AND THE TRANSFER AGENT RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL
OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING
MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF
ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


 


NO AFFILIATE (AS DEFINED IN RULE 144 UNDER THE
SECURITIES ACT) OF THE COMPANY OR PERSON THAT HAS BEEN AN AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY DURING
THE THREE IMMEDIATELY PRECEDING MONTHS MAY PURCHASE, OTHERWISE ACQUIRE OR HOLD THIS SECURITY OR A BENEFICIAL INTEREST HEREIN.


 






    


     


    

 





	Certificate Number: [●]	Initial Number of Shares of Preferred
  Stock: [●]



 


CUSIP NO.: 343412 508


 


Series A 6.50% Cumulative Perpetual Convertible
Preferred Stock


 


of


 


FLUOR CORPORATION


 


FLUOR CORPORATION, a Delaware corporation (the
 “Company”), hereby certifies that CEDE & CO. (the “Holder”) is the registered owner of the number
shown on Schedule I hereto of fully paid and non-assessable shares of preferred stock, par value $0.01 per share, of the Company designated
as the Series A 6.50% Cumulative Perpetual Convertible Preferred Stock (the “Preferred Stock”). The shares of Preferred
Stock are transferable on the books and records of the Transfer Agent, in person or by a duly authorized attorney, upon surrender of this
certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms
and provisions of the Preferred Stock represented hereby are as specified in, and the shares of the Preferred Stock are issued and shall
in all respects be subject to the provisions of, the certificate of designations setting forth the terms of the Preferred Stock dated
May 18, 2021, as the same may be amended from time to time (the “Certificate of Designations”). Capitalized terms used
herein but not defined shall have the meaning given them in the Certificate of Designations. The Company will provide a copy of the Certificate
of Designations to a Holder without charge upon written request to the Company at its principal place of business.


 


Reference is hereby made to the Certificate of
Designations, which shall for all purposes have the same effect as if set forth at this place.


 


Upon receipt of this certificate, the Holder is
bound by the Certificate of Designations and is entitled to the benefits thereunder.


 


Unless the Transfer Agent’s Certificate of
Authentication hereon has been properly executed, these shares of Preferred Stock shall not be entitled to any benefit under the Certificate
of Designations or be valid for any purpose.




 









    


     


    

 


IN WITNESS WHEREOF, the Company has executed this
certificate this 18th day of May, 2021.


 


	 	FLUOR CORPORATION
	 	 
	 	By:	 
	 	 	Name:  
	 	 	
    Title:

    



 






    


     


    

 





TRANSFER AGENT’S CERTIFICATE OF AUTHENTICATION


 


These are shares of the Preferred Stock referred
to in the within-mentioned Certificate of Designations.


 


Dated: _______________


 


	 	COMPUTERSHARE TRUST COMPANY, N.A., 

      as Transfer Agent,
	 	 
	 	By:	 
	 	 	Authorized Signatory


 






    


     


    

 





[REVERSE OF SECURITY]


 


Cumulative dividends on each share of Preferred
Stock shall be payable at the applicable rate provided in the Certificate of Designations.


 


The shares of Preferred Stock shall be convertible
in the manner and in accordance with the terms set forth in the Certificate of Designations.


 


The Company will furnish without charge to each
Holder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class
of stock and the qualifications, limitations or restrictions of such preferences and/or rights.


 









    


     


    

 


Attachment 1


 


[FORM OF ASSIGNMENT AND TRANSFER]


 


For value received ________________________ hereby sell(s), assign(s)
and transfer(s) unto _________________ (Please insert social security or Taxpayer Identification Number of assignee) the within shares
of Preferred Stock, and hereby irrevocably constitutes and appoints _____________________ attorney to transfer the said shares of Preferred
Stock on the books of the Company, with full power of substitution in the premises.


 


In connection with any transfer of the within shares of Preferred Stock
occurring prior to the one year after the last original issuance date of such shares of Preferred Stock, the undersigned confirms that
such shares of Preferred Stock are being transferred:


 


□        To Fluor Corporation or a subsidiary thereof; or


 


□        Pursuant to a registration statement that has become or
been declared effective under the Securities Act of 1933, as amended; or


 


□        To a person reasonably believed to be a qualified institutional
buyer that is purchasing for its own account or for the account of another qualified institutional buyer and to whom notice is given that
the transfer is being made in reliance on reliance on Rule 144A, all in compliance with Rule 144A under the Securities Act of 1933, as
amended; or


 


□        Pursuant to and in compliance with Rule 144 under the Securities
Act of 1933, as amended, or any other available exemption from the registration requirements of the Securities Act of 1933, as amended.


 


Dated: ________________________


 


_____________________________________


 


_____________________________________


Signature(s)


 


_____________________________________


Signature Guarantee


 


Signature(s) must be guaranteed by an

eligible Guarantor Institution (banks, stock

brokers, savings and loan associations and

credit unions) with membership in an approved

signature guarantee medallion program pursuant

to Securities and Exchange Commission Rule 17Ad-15


if shares of Preferred Stock are to be delivered, other

than to and in the name of the registered holder.


 


NOTICE: The signature on the assignment must correspond with the name
as written upon the face of the share of Preferred Stock in every particular without alteration or enlargement or any change whatever.


 






    


     


    

 





Attachment 2


 


[FORM OF NOTICE OF CONVERSION]


 


(To be Executed by the Holder in order to Convert
the Preferred Stock)


 


The undersigned hereby irrevocably elects to convert
(the “Conversion”) shares of Series A 6.50% Cumulative Perpetual Convertible Preferred Stock (the “Preferred
Stock”) of Fluor Corporation (the “Company”), represented by stock certificate No(s) _____________ (the “Preferred
Stock Certificates”), into shares of common stock (“Common Stock”) of the Company according to the conditions
of the Certificate of Designations of the Preferred Stock (the “Certificate of Designations”). The Company shall pay
any documentary, stamp or similar issue or transfer tax on the issuance of the shares of the Common Stock upon conversion of the Preferred
Stock, unless the tax is due because the Holder requests such shares to be issued in a name other than the Holder’s name, in which
case the Holder will pay the tax. A copy of each Preferred Stock Certificate is attached hereto (or evidence of loss, theft or destruction
thereof).


 


Capitalized terms used but not defined herein shall
have the meanings ascribed thereto in or pursuant to the Certificate of Designations.


 


Number of shares of Preferred Stock to be converted:
____________________________


 


Name or Names (with addresses) in which
the certificate or certificate for any shares of Common Stock to be issued are to be registered:1
_____________________________________________________


 


Signature: ___________________________________________________


 


Name of registered Holder: _________________________________________________


 


Fax No.: ______________________________________________


 


Telephone No.: ____________________________________


 





 









1
The Company is not required to issue shares of Common Stock until you (a) if required, furnish appropriate endorsements
and transfer documents and (b) if required, pay funds equal to any dividend payable on the next Dividend Payment Date in accordance with
Section 3(i) of the Certificate of Designations.


 


 






    


     


    

 


Schedule I


 


Fluor Corporation


 


Series A 6.50% Cumulative Perpetual Convertible
Preferred Stock


 


Certificate Number: [●]


 


The number of shares of Series A 6.50% Cumulative
Perpetual Convertible Preferred Stock initially represented by this Global Preferred Stock shall be [●]. Thereafter the Transfer
Agent shall note changes in the number of shares of Series A 6.50% Cumulative Perpetual Convertible Preferred Stock evidenced by this
Global Preferred Stock in the table set forth below:


 


	Amount of Decrease

in Number of Shares

Represented by this

Global Preferred Stock	 	Amount of Increase in

Number of Shares

Represented by this

Global Preferred Stock	 	Number of Shares

Represented by this

Global Preferred Stock following

Decrease or Increase	 	Signature of

Authorized Officer of

Transfer Agent