Exhibit 4.2


 


FIRST AMENDMENT TO


RIGHTS AGREEMENT


 


This FIRST AMENDMENT TO RIGHTS AGREEMENT
(this “Amendment”) is entered into as of July 29, 2020, by and between Fluor Corporation, a Delaware corporation
(the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent
(the “Rights Agent”). All capitalized terms used herein and not otherwise defined herein shall have the meaning(s) ascribed
to them in that certain Rights Agreement, dated as of March 25, 2020, by and between the Company and the Rights Agent (the
“Rights Agreement”).


 


RECITALS


 


WHEREAS, the Company and the Rights Agent
are parties to the Rights Agreement; and


 


WHEREAS, pursuant to Section 27 of
the Rights Agreement, the Company and the Rights Agent desire to amend the Rights Agreement as set forth in this Amendment.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the
promises and the mutual agreements herein set forth, the parties hereto hereby agree as follows:


 


1.            Amendment
of Section 1(w). Section 1(w) of the Rights Agreement is hereby amended and restated in its entirety as follows:


 


“(w) “Exempt Person”
shall mean (i) the Company, (ii) any Subsidiary of the Company, (iii) any employee benefit plan of the Company or
of any Subsidiary of the Company, (iv) any Person or entity organized, appointed, or established by the Company or any Subsidiary
of the Company for or pursuant to the terms of any such employee benefit plan, or (v) any other Person deemed to be an “Exempt
Person” by the Board in its sole discretion prior to the occurrence of a Section 11(a)(ii) Event; provided,
that any exemption granted by the Board under this clause (v) may be granted by resolution of the Board in whole or in part,
and may be subject to limitations or conditions to the extent that the Board shall determine, in its sole discretion, necessary
or desirable.”


 


2.            Agreement
as Amended. The term “Agreement” as used in the Rights Agreement shall be deemed to refer to the Rights Agreement
as amended hereby. Except as expressly set forth herein, the Rights Agreement shall remain in full force and effect and otherwise
shall be unaffected hereby, and each of the Company and the Rights Agent shall continue to be subject to its terms and conditions.


 






    


     


    

 


3.            Governing
Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall
be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely
within such State.


 


4.            Counterparts.
This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment
executed and/or transmitted electronically shall have the same authority, effect and enforceability as an original signature.


 


5.            Descriptive
Headings. Descriptive headings of the several sections of this Amendment are inserted for convenience only and shall not control
or affect the meaning or construction of any of the provisions hereof.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF, each of the parties
hereto has caused this Amendment to be duly executed as of the date first above written.


 


	 	FLUOR CORPORATION
	 	 	 
	 	By:	/s/ John R. Reynolds
	 	 	Name:	John R. Reynolds
	 	 	Title:	Executive Vice President, Chief Legal Officer and Secretary
	 		 
	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A.
	 	 	 
	 	By:	 /s/ Dennis V. Moccia
	 	 	Name:	Dennis V. Moccia
	 	 	Title:	Senior Manager, Contract Operations