ex10-5.htm


    
      EXHIBIT 10.5

    


    AMENDMENT
NUMBER TWO

    TO
THE

    EG&G
TECHNICAL SERVICES, INC. EMPLOYEES RETIREMENT PLAN

     

    (2007
Restatement)

     

    The
EG&G Technical Services, Inc. Employees Retirement Plan, (the “Plan”) as
restated effective January 1, 2007, is hereby amended effective as of March 25,
2009.

     

    
      	
              1.  

            	
              Article
      I of the Plan is amended by the addition of a new Section 1.5 as follows,
      and the following sections all section references throughout the Plan
      shall be renumbered accordingly:

            


    

     

    
      	
               
      

            	
              1.5

            	
              “Board”
      shall mean the Board of Directors of URS Corporation (Delaware), or the
      Compensation Committee, or any other committee or individual acting
      pursuant to delegated power and authority from the Board of Directors of
      the URS Corporation (Delaware).

            


    

     

    
      	
              2.  

            	
              Article
      I of the Plan is amended by the addition of a new Section 1.9 as follows,
      and the following sections all section references throughout the Plan
      shall be renumbered accordingly:

            


    

     

    
      	
               
      

            	
              1.9

            	
              “Committee”
      shall mean either the Human Resources Committee or the Retirement Plans
      Committee, as required by the
context.

            


    

     

    
      	
              3.  

            	
              Article
      I of the Plan is amended by the addition of a new Section 1.10 as follows,
      and the following sections and all section references throughout the Plan
      shall be renumbered accordingly:

            


    

     

    
      	
               
      

            	
              1.10

            	
              “Committees”
      shall mean both the Human Resources Committee and the Retirement Plans
      Committee that were authorized by the Compensation Committee of URS
      Corporation (Delaware).

            


    

     

    
      	
              4.  

            	
              Article
      I of the Plan is amended by the addition of a new Section 1.11 as follows,
      and the following sections and all section references throughout the Plan
      shall be renumbered accordingly:

            


    

     

    
      	
               
      

            	
              1.11

            	
              “Corporation”
      shall mean URS Corporation
(Delaware).

            


    

     

    
      	
              5.  

            	
              Article
      I of the Plan is amended by the addition of a new Section 1.27 as follows,
      and the following sections and all section references throughout the Plan
      shall be renumbered accordingly:

            


    

     

    
      	
               
      

            	
              1.27

            	
              “Human
      Resources Committee” shall mean the Human Resources Committee of URS
      Corporation (Delaware) as described in Article VII of the
      Plan.

            


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      	
              6.  

            	
              Section
      1.33 of the Plan is amended to read in its entirety as
      follows:

            


    

     

    
      	
               
      

            	
              1.33

            	
              “Plan
      Administrator” shall mean the Human Resources
      Committee.  Notwithstanding the foregoing, in the absence of a
      Human Resources Committee for any reason, the Corporation shall be the
      Plan Administrator.

            


    

     

    
      	
              7.  

            	
              Article
      I of the Plan is amended by the addition of a new Section 1.39 as follows,
      and the following sections and all section references throughout the Plan
      shall be renumbered accordingly:

            


    

     

    
      	
               
      

            	
              1.39

            	
              “Retirement
      Plans Committee” shall mean the Retirement Plans Committee of URS
      Corporation (Delaware) as described in Article VII of the
      Plan.

            


    

     

    
      	
              8.  

            	
              Section
      1.48 of the Plan is amended to read in its entirety as
      follows:

            


    

     

    
      	
               
      

            	
              1.48

            	
              “Trustee”
      means the trustee or trustees appointed by the Retirement Plans Committee
      and acting in accordance with Article
X.

            


    

     

    
      	
              9.  

            	
              The
      second paragraph of Section 4.1(a) of the Plan is amended to read as
      follows:

            


    

     

    If the
Participant postpones his retirement, he shall be retired from service on a
normal Retirement Income beginning on the first day of the calendar month
immediately after the Human Resources Committee receives his written application
to retire.

     

    
      	
              10.  

            	
              The
      following is inserted as a new Article VII and the following sections and
      all section references throughout the Plan shall be renumbered
      accordingly:

            


    

     

    ARTICLE
VII.

    COMMITTEES

     

    
      	
              7.1  

            	
              Appointment
      of Committees

            


    

     

    The
Committees shall be appointed by the Compensation Committee and they shall have
the power, authority, discretion and responsibility as specified, respectively,
in Article VIII.  Any member of a Committee may resign by delivering
his or her written resignation to the Committee chairperson at least 30 days
before the effective date of such resignation.  The Compensation
Committee may remove any member of a Committee at any time with or without
advance written notice.  Vacancies on a Committee arising by
resignation, removal, death or otherwise shall be filled by the Compensation
Committee.  Any person or group of persons may serve in more than one
fiduciary capacity with respect to the Plan.

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    
      	
              7.2  

            	
              Structure
      of Committees

            


    

     

    The
chairperson of each Committee shall be appointed by the Compensation Committee,
or its delegatee, and the chairperson shall appoint a secretary who need not be
a member of the respective Committee.  The Committees may appoint any
person or persons to have such duties in connection with the administration or
investments of the Plan as the Committees may from time to time provide in
writing.  The Committees may appoint from their number such
subcommittees with such powers as the Committees shall determine, and may
authorize one or more of their number, any person or persons having duties in
connection with the administration or investments of the Plan or any agent to
execute or deliver any instrument or make any payment on their behalf, except
that a request for funds from or a direction for, the payment or application of
funds by the Insurance Company shall be signed by at least one member of the
Retirement Plans Committee.  The Committees may retain such legal
counsel and accountants, who may or may not be in the employ of the Company,
actuaries and other administrative or investment service providers as they may
deem necessary and appropriate in carrying out the provisions of the
Plan.

     

    
      	
              7.3  

            	
              Meetings

            


    

     

    The
Committees shall hold meetings, either in person or by telephone, upon such
notice, at such time or times, and at such place or places as they may
determine.  A majority of the members of the respective Committee at
the time in office shall constitute a quorum for the transaction of business at
all meetings.  All resolutions or other actions taken by a Committee
shall be by a vote of a majority of the members, if they act without a
meeting.

     

    
      	
              7.4  

            	
              Limitation
      of Liability

            


    

     

    Except to
the extent otherwise required by ERISA, the members of the Committees shall be
free from all liability, joint or several, for their acts as members of the
Committees.

     

    
      	
              7.5  

            	
              Compensation,
      Costs and Expenses

            


    

     

    The
members of the Committees shall serve without compensation for their services
hereunder.  All reasonable and necessary costs, expenses and
liabilities incurred by the Committees in the supervision of the administration
or investments of the Plan shall be paid by the Corporation separate and apart
from the contributions to the Plan.

     

    
      	
              7.6  

            	
              Indemnification

            


    

     

    The
Corporation shall indemnify and hold harmless the named fiduciaries, each
Committee (and the members thereof) and any officers or Employees of the
Corporation to whom responsibilities with respect to the Plan have been
delegated, from and against any and all liabilities, claims, demands, costs and
expenses, including reasonable attorney’s fees and costs, which may arise out of
an alleged breach in the performance of their duties under the Plan and under
ERISA, other than such liabilities, claims, demands, costs and expenses as may
result from the willful misconduct of such persons.  The Corporation
shall have the right, but not the obligation, to conduct the defense of such
persons in any proceeding to which this paragraph applies.  The
Corporation may satisfy its obligation under this paragraph, in whole or in
part, through the purchase of a policy or policies of insurance.

     

    
      	
              11.  

            	
              The
      following is inserted as a new Article VIII and the following sections and
      all section references throughout the Plan shall be renumbered
      accordingly:

            


    

     

    ARTICLE
VIII.

     

    ALLOCATION
OF RESPONSIBILITIES

     

    
      	
              8.1

            	
              Administrative
      Responsibilities

            


    

     

    The
Committees are the named fiduciaries of the Plan and have the exclusive power,
authority and discretion with respect to the Plan as granted
herein.  The Committees, respectively, are granted the following
authority.

     

    
      	
               
      

            	
              (a)

            	
              The
      Human Resources Committee is the named fiduciary which has the exclusive
      power, authority and discretion to:

            


    

     

    
      	
               
      

            	
              (i)

            	
              manage
      and oversee the administration and operation of the Plan in accordance
      with its terms, including interpreting the Plan and determining
      eligibility for participation and benefits, deciding any matters arising
      in the administration and operation of the Plan and reviewing the
      performance of persons to whom administrative duties with respect to the
      Plan have been assigned;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              provide
      a report of its activities to the Compensation Committee at least annually
      and at such other times as may be directed by the Compensation Committee;
      and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              perform
      such other functions as may be provided for in the Plan or as may be
      assigned to it from time to time by the Compensation Committee, or another
      responsible committee of the Board.

            


    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

    The Human
Resources Committee shall make such rules, regulations, interpretations, and
shall have the authority and discretion to take such other actions to administer
the Plan as the Human Resources Committee may deem appropriate.

     

    
      	
               
      

            	
              (b)

            	
              The
      Retirement Plans Committee is the named fiduciary which has the exclusive
      power, authority and discretion to:

            


    

     

    
      	
               
      

            	
              (i)

            	
              appoint
      the trustee and other custodians for the assets of the
    Plan;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              determine
      the investment policies and funding methods for the Plan based on the
      professional advice of investment consultants, actuaries and such other
      advisors as the Retirement Plans Committee deems
    appropriate;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              manage,
      oversee and make determinations with respect to the investment of the
      assets of the Plan, including the selection and appointment of investment
      managers, the selection of investment alternatives and asset allocations
      and the authorization of persons to effect the same, including the
      execution of documents in connection
therewith;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              provide
      a report of its activities to the Compensation Committee at least annually
      and at such other times as may be directed by the Compensation Committee;
      and

            


    

     

    
      	
               
      

            	
              (v)

            	
              perform
      such other functions as may be provided for in the Plan or as may be
      assigned to it from time to time by the Compensation Committee or another
      responsible committee of the Board.

            


    

     

    The
Retirement Plans Committee shall make such rules, regulations, interpretations,
and shall have the authority and discretion to take such other actions to manage
the investments of the Plan as the Retirement Plans Committee may deem
appropriate.

     

    
      	
              8.2  

            	
              Delegation
      of Fiduciary Responsibilities

            


    

     

    Except as
otherwise expressly stated herein, the Corporation shall not allocate or
delegate to any other person any of its duties and responsibilities
hereunder.  The duties and responsibilities of the Corporation shall
be carried out by the Board, the Committees and the Corporation’s officers and
employees, acting on behalf of and in the name of the Corporation in their
capacities as such, and not as individual fiduciaries.

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

     

    
      	
              12.  

            	
              Article
      VIX (as renumbered pursuant to the above) of the Plan is amended in its
      entirety to read as follows:

            


    

     

    ARTICLE
VIX

     

    ADMINISTRATION
OF PLAN

     

    
      	
              9.1

            	
              Records
      and Notices

            


    

     

    The Plan
Administrator shall keep a record of all its proceedings and acts with respect
to its administration of the Plan and shall maintain all such books of accounts,
records and other data as may be necessary for the proper administration of the
Plan.  The Plan Administrator shall notify the Trustees of any action
taken by the Plan Administrator affecting the Trustees and its obligations or
rights regarding the Plan and, when required, shall notify any other interested
person or persons.

     

    
      	
              9.2

            	
              Powers
      and Duties

            


    

     

    The Plan
Administrator shall have the responsibility for the general administration of
the Plan and for carrying out the provisions of the Plan.  The Plan
Administrator shall administer the Plan in accordance with its terms and shall
discharge its duties with care, skill, prudence and diligence under the
circumstances then prevailing that a prudent man acting in a like capacity and
familiar with such matters would use in the conduct of an enterprise of a like
character and with like aims.  The Plan Administrator shall have such
powers as may be necessary to discharge its duties in managing and controlling
the operations and administration of the Plan.  The Plan Administrator
shall have full and complete authority and control with respect to the
operations and administration of the Plan unless the Plan Administrator
allocates and delegates such authority or control pursuant to the procedures
stated in Section 9.2(b) or (c).  Decisions of the Plan Administrator
shall be subject to court review only to determine whether such decisions of the
Plan Administrator are an abuse of the Plan Administrator’s discretion
hereunder.  The Plan Administrator shall not receive any compensation
from the Plan for his services as such.  The powers of the Plan
Administrator shall include, but shall not be limited to, the
following:

     

    
      	
               
      

            	
              (a)

            	
              To
      employ such accountants, counsel or other persons as it deems necessary or
      desirable in connection with the administration of the Plan and to employ
      one or more persons to render advice with regard to any administrative
      responsibility pursuant to the Plan.  The Trust Fund shall bear
      the costs of such services and other administrative expenses unless paid
      by the Employer.

            


    

     

    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (b)

            	
              To
      designate in writing persons who are to perform any of its powers and
      duties hereunder including, but not limited to, fiduciary responsibilities
      (other than any responsibility to manage or control the assets of the
      Plan) pursuant to the Plan.

            


    

     

    
      	
               
      

            	
              (c)

            	
              To
      allocate in writing any of its powers and duties hereunder, including but
      not limited to fiduciary responsibilities (other than any responsibility
      to manage or control the assets of the Plan) among those persons who have
      been designated to perform fiduciary responsibilities pursuant to the
      Plan.

            


    

     

    
      	
               
      

            	
              (d)

            	
              To
      construe and interpret the Plan.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Subject
      to Section 9.4, to resolve all questions arising in the administration,
      interpretation and application of the Plan, including, but not limited to,
      questions as to the eligibility or the right of any person to a
      benefit.

            


    

     

    
      	
               
      

            	
              (f)

            	
              To
      adopt such by-laws, rules, regulations, forms and procedures from time to
      time as it deems advisable and appropriate in the proper administration of
      the Plan.

            


    

     

    
      	
               
      

            	
              (g)

            	
              To
      receive from Participants such information as shall be necessary for the
      proper administration of the Plan.

            


    

     

    
      	
               
      

            	
              (h)

            	
              To
      furnish, upon request, such annual reports with respect to the
      administration of the Plan as are reasonable and
    appropriate.

            


    

     

    
      	
               
      

            	
              (i)

            	
              To
      receive from the Trustees and review reports of the financial condition
      and receipts and disbursements of the Trust
  Fund.

            


    

     

    
      	
               
      

            	
              (j)

            	
              To
      prescribe procedures to be followed by any person in applying for
      distributions pursuant to the Plan and to designate the forms or
      documents, evidence and such other information as the Plan Administrator
      may reasonably deem necessary, desirable or convenient to support an
      application for such distribution.

            


    

     

    
      	
               
      

            	
              (k)

            	
              To
      issue directions to the Trustees and thereby bind the Trustees concerning
      all benefits to be paid pursuant to the
Plan.

            


    

     

    
      	
               
      

            	
              (l)

            	
              To
      apply consistently and uniformly the rules, regulations and determinations
      to all Participants and Beneficiaries in similar
      circumstances.

            


    

     

    
      
        
        

      

      
        vi

        
          

        

      

      
        
        

      

    

     

    
      	
              9.3

            	
              Actuary

            


    

     

    As an aid
to the Retirement Plans Committee in adopting tables and in fixing the rate of
contributions payable to the Plan, the actuary designated by the Retirement
Plans Committee shall make annual actuarial valuations of the contingent assets
and liabilities of the Plan and shall certify to the Retirement Plans Committee
the tables and rates of contribution that he would recommend for use by the
Plan.

     

    
      	
              9.4

            	
              Claims
      Procedure

            


    

     

    A
Participant or Beneficiary who believes he is entitled to payments other than
those awarded by the Plan Administrator may file a claim in writing with the
Plan Administrator stating the nature of his claim, the facts supporting his
claim, the amount claimed and his name and current address.  The Plan
Administrator shall investigate, consider and render a written decision
regarding any claim filed pursuant to this Section 9.4.  If the Plan
Administrator denies such claim, it shall render a written decision within 90
days of receipt of the claim describing the reasons for denial, specifically
referring to pertinent Plan provisions, informing the claimant that he or his
duly authorized representative may review pertinent documents and may submit
issues and comments in writing and advising the claimant of the procedure for
appealing such denial.

     

    Within 60
days after notice that a claim is denied, the claimant may file a written appeal
to the Plan Administrator, including any comments, statements or documents he
may wish to provide.  The Plan Administrator shall, within a
reasonable time after the submission of a written appeal by a claimant,
entertain any oral presentation the claimant or his duly authorized
representative wishes to make.  Within 60 days (120 days if special
circumstances require an extension of time for processing) after the later of
the submission of the written appeal or the oral presentation by the claimant or
his personal representative, the Plan Administrator shall render a determination
on the appeal of the claim in a written statement including the reasons
therefor.  The determination so rendered by the Plan Administrator
shall be binding upon all parties.

     

    
      	
              13.  

            	
              Section
      10.1 of the Plan is amended to read in its entirety as
      follows:

            


    

     

    10.1         Trustee

     

    The
Retirement Plans Committee, shall appoint one or more Trustees to receive and
hold in trust all contributions paid into the Trust Fund.  Such
Trustee or Trustees shall serve at the pleasure of the Retirement Plans
Committee and shall have such rights, powers and duties as the Retirement Plans
Committee shall from time to time determine.  The Employers shall


     

    
      
        
        

      

      
        vii

        
          

        

      

      
        
        

      

    

     

    
      have no
liability for the payment of benefits under the Plan or for the administration
of the funds paid over to the Trustee.

    

     

    
      	
              14.  

            	
              Section
      10.3 of the Plan is amended to read in its entirety as
      follows:

            


    

     

    
      	
               
      

            	
              10.3

            	
              Investment
      Managers

            


    

     

    Any
Investment Manager, as defined in Section 3(38) of ERISA, may be appointed by
the Retirement Plans Committee to manage (including the power to acquire and
dispose of) all or any part of the Trust Fund.  In the event of any
such appointment, the Retirement Plans Committee shall establish the portion of
the assets of the Trust that shall be subject to the management of the
Investment Manager and shall so notify the Trustee in writing.  With
respect to such assets over which an Investment Manager has investment
responsibility, the Investment Manager shall possess all of the investment
powers and responsibilities granted to the Trustee under the Trust Agreement,
and the Trustee shall invest and reinvest such assets pursuant to the written
directions of the Investment Manager.  If the Retirement Plans
Committee so directs, an Investment Manager shall have the power to acquire and
dispose of assets in the name of the Trust Fund.

     

    
      	
              15.  

            	
              Sections
      14.1 and 14.2 of the Plan are deleted in their entirety, and the following
      sections renumbered accordingly.

            


    

     

    
      	
              16.  

            	
              Section
      14.4 of the Plan is amended to read in its entirety as
      follows:

            


    

     

    
      	
               
      

            	
              14.4

            	
              Form
      of Communication

            


    

     

    Any
election, application, claim, notice or other communication required or
permitted to be made by or to a Participant, the Plan Administrator, the
Company, or an Employer in writing shall be made in such form as the Plan
Administrator, shall prescribe.  Such communication shall be effective
upon mailing if sent first class, postage prepaid and addressed to the addressee
at its principal office, or to the Participant at his last known address, or
upon personal delivery, if delivered to an officer of the addressee or to the
Participant, as the case may be.

     

    IN
WITNESS WHEREOF, the Company has caused this Amendment of the Plan to be
executed this __________ day of _________________________, 2009.

     

    
      
        	 	EG&G Technical Services,
      Inc.	 
	 	 	 	 
	
              	
                By:
      

              	/s/ H.
      Thomas Hicks	 
	 	 	TITLE:
      Vice President	 
	 	 	 	 
	 	 	 	 


      

    

     

    
      viii