<PAGE>

                                                                  EXHIBIT 10.2


                               MASSEY EXECUTIVE

                         DEFERRED COMPENSATION PROGRAM

                (Amended and Restated as of November 30, 2000)
<PAGE>

                                FLUOR EXECUTIVE

                         DEFERRED COMPENSATION PROGRAM

                   (Amended and Restated as of May 1, 1997)


THIS INSTRUMENT, was originally executed and made effective as of May 1, 1997 by
FLUOR CORPORATION, a Delaware corporation, evidences an amendment and
restatement of the terms of the Fluor Executive Deferred Compensation Program
(formerly known as the Fluor Corporation and Subsidiaries Executive Deferred
Compensation Program) adopted for the benefit of certain key employees of Fluor
Corporation and its subsidiaries.

                                  WITNESSETH:

WHEREAS, Fluor Corporation heretofore maintained three separate deferred
compensation programs for its key employees, this Plan which covered deferrals
of incentive compensation, the Fluor Corporation and Subsidiaries Executive
Deferred Salary Program (the "Deferred Salary Program") which covered the
deferral of salary and other related amounts and the Fluor Excess Benefit Plan
("Excess Benefit Plan") which provided deferrals to compensate for benefits
which would otherwise be lost to highly compensated employees as a result of the
contribution and benefit limitations imposed by ERISA; and

WHEREAS, Fluor Corporation, effective as of May 1, 1995, combined all of the
three foregoing unfunded deferred compensation programs for its key employees
into a single program by (a) combining the Deferred Salary Program (including,
without limitation, the excess 401(k) accounts previously maintained as a part
of this program) with and into

                                       1
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this Plan thereby merging all the accounts previously maintained under that
Deferred Salary Program with and into this Plan and (b) by transferring the key
employee accruals previously maintained under the Excess Benefit Plan from the
Excess Benefit Plan into this Plan; and

WHEREAS, Fluor Corporation amended and restated the terms and conditions of the
Plan as the Fluor Executive Deferred Compensation Program (formerly known as the
Fluor Corporation and Subsidiaries Executive Deferred Compensation Program)
effective as of May 1, 1997;

NOW, THEREFORE, the Company hereby declares the current terms and conditions of
the Massey Executive Deferred Compensation Program as amended and restated
effective November 30, 2000, as follows:

                                   ARTICLE I

                                   THE PLAN

1.01.  NAME. This Plan shall be known as the "Massey Executive Deferred
       Compensation Program".

1.02.  PURPOSE. This Plan is adopted for the purpose of providing eligible
       executive employees with a means to satisfy future financial needs and
       also for the purpose of providing such employees with retirement and
       other benefits which, because of various contribution and benefit accrual
       limitations, cannot be provided for them under the tax qualified
       retirement, profit sharing and savings plans in which such employee is a
       participant. The Company intends that the Plan constitute an

                                       2
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unfunded "top hat" plan maintained for the purpose of providing deferred
compensation to a select group of management or highly compensated employees
under applicable provisions of ERISA.

1.03.  PLAN ADMINISTRATION. The Plan shall be administered by the Committee in
       accordance with the following:

       (a)  The Committee, on behalf of the Participants and their
       Beneficiaries, shall enforce the Plan in accordance with its terms, shall
       be charged with the general administration of the Plan, and shall have
       all powers necessary to accomplish its purposes, including, but not by
       way of limitation, the following:

            (i)    To determine all questions relating to the eligibility of
       employees to participate;

            (ii)   To construe and interpret the terms and provisions of this
       Plan;

            (iii)  To compute and certify to the amount and kind of benefits
       payable to Participants or their Beneficiaries;

            (iv)   To maintain all records that may be necessary for the
       administration of the Plan;

            (v)    To provide for the disclosure of all information and the
       filing or provision of all reports and statements to Participants,
       Beneficiaries or governmental agencies as the Committee may determine or
       as shall be required by law;

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            (vi)   To make and publish such rules for the regulation of the Plan
       and procedures for the administration of the Plan as are not inconsistent
       with the terms hereof; and

            (vii)  To appoint a plan administrator or any other agent, and to
       delegate to such person such powers and duties in connection with the
       administration of the Plan as the Committee may from time to time
       prescribe.

       (b)  The Committee shall have full discretion to make factual
       determinations as may be necessary and to construe and interpret the
       terms and provisions of this Plan, which interpretation or construction
       shall be final and binding on all parties, including but not limited to
       the Company and any Participant or Beneficiary. The Committee shall
       administer such terms and provisions in a uniform manner and in full
       accordance with any and all laws applicable to the Plan.

       (c)  To enable the Committee to perform its functions, the Company shall
       supply full and timely information to the Committee on all Plan matters
       relating to the Participants, their death or other cause of termination,
       and such other pertinent facts as the Committee may require.

                                       4
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                                  ARTICLE II

                                  DEFINITIONS

2.01.  DEFINITIONS.

       Accrual Accounts - shall mean a Participant's Excess Benefit Accrual
       ----------------
       Account and Pre-Effective Date Excess Benefit Accrual Accounts, if any.

       Beneficiary - The beneficiary designated by the Participant under the
       -----------
       Fluor Employees' Retirement Plan or, if no such designation has been
       made, then as designated on a form provided by the Participant's
       corporate employer, or, in the absence of any designation, the personal
       representative of the Participant's estate.

       Board - shall mean the Board of Directors of Massey Energy Company.
       -----

       Change of Control - "Change of Control" of the Company shall be deemed
       -----------------
       to have occurred if, (i) a third person, including a "group" as defined
       in Section 13(d)(3) of the Securities Exchange Act of 1934, acquires
       shares of the Company having twenty-five percent or more of the total
       number of votes that may be cast for the election of directors of the
       Company; or (ii) as the result of any cash tender or exchange offer,
       merger or other business combination or any combination of the foregoing
       transactions (a "Transaction"), the persons who were directors of the
       Company before the Transaction shall cease to constitute a majority of
       the Board of the Company or any successor to the Company.

       Code - shall mean the Internal Revenue Code of 1986, as amended.
       ----

                                       5
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       Committee - shall mean the Compensation Committee of the Company.
       ---------

       Company - shall mean Massey Energy Company.
       -------

       Crediting Options - shall mean the crediting options shown on Schedule A,
       -----------------
       as modified from time to time.

       Crediting Rate - shall mean for each Crediting Option, an amount equal to
       --------------
       the rate, expressed as a percent, of gain or loss on the assets of such
       Crediting Option during a month as determined in accordance with Schedule
       A.

       Deferral Account - shall mean collectively, a Participant's Deferred
       ----------------
       Incentive Award Account, Deferred Salary Account, Pre-Effective Date
       Deferral Account, the Pre-Effective Date Deferred Salary Accounts and the
       Pre-1986 Deferral Accounts.

       Deferred Incentive Award Account - shall have the meaning set forth in
       --------------------------------
       Section 6.1 hereof.

       Deferred Salary Account - shall have the meaning set forth in Section 6.1
       -----------------------
       hereof.

       Effective Date - shall mean May 1, 1995 (the original effective date of
       --------------
       the Plan).

       Eligible Employee - shall mean any employee of the Company or its
       -----------------
       subsidiaries who (a) is eligible to participate in the Retirement Plan or
       has been specifically designated as eligible for participation in this
       Plan by the Committee and (b) is a member of the Executive Management
       Team.

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       ERISA - shall mean the Employee Retirement Income Security Act of 1974,
       -----
       as amended.

       Excess Benefit Accrual Account - shall have the meaning set forth in
       ------------------------------
       Section 6.2 hereof.

       Excess 401(k) Account - shall mean the accounts maintained pursuant to
       ---------------------
       the Prior Plan to compensate for lost benefits under the Savings Plan
       that were attributable to the annual contribution limitations of section
       401 (k) of the Code.

       Executive Management Team - shall mean those employees who have been
       -------------------------
       determined to have been eligible to participate in the Fluor Corporation
       and Subsidiaries Executive Incentive Compensation Program or in other
       similar management incentive compensation programs of the Company or any
       of its subsidiaries.

       Fiscal Year - shall mean the twelve month period ending on October 31 of
       -----------
       each year.

       Incentive Award - shall mean awards made pursuant to the terms of the
       ---------------
       Fluor Corporation and Subsidiaries Executive Incentive Compensation
       Program, the Fluor Special Executive Incentive Plan, the Directors'
       Achievement Award Program and any other incentive compensation program
       for management and other highly compensated employees which the Committee
       determines to be eligible for participation in this Plan.

       Normal Retirement Age - shall mean 65 years of age.
       ---------------------

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       Participant - shall mean any Eligible Employee who has one or more
       -----------
       Deferral Accounts and/or one or more Accrual Accounts under this Plan.

       Plan - shall mean the Fluor Executive Deferred Compensation Program the
       ----
       terms of which are set forth herein.

       Pre-1986 Deferral Account - shall have the meaning set forth in Section
       -------------------------
       6.1 hereof.

       Pre-Effective Date Deferral Account - shall have the meaning set forth in
       -----------------------------------
       Section 6.1 hereof.

       Pre-Effective Date Deferred Salary Account - shall have the meaning set
       ------------------------------------------
       forth in Section 6.1 hereof.

       Pre-Effective Date Excess Benefit Accrual Account - shall have the
       -------------------------------------------------
       meaning set forth in Section 6.2 hereof.

       Prior Plan - shall mean the Fluor Corporation and Subsidiaries Executive
       ----------
       Deferred Salary Program.

       Retirement Plan - shall mean the Fluor Corporation Employees' Retirement
       ---------------
       Plan.

       Salary - shall mean the base salary regularly paid to an employee
       ------
       including the employee's deferrals under Sections 401(k) and 125 of the
       Code.

       Savings Plan - shall mean the Fluor Corporation Salaried Employees'
       ------------
       Savings Investment Plan.

                                       8
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       Termination of Service - Termination of the full-time employee/employer
       ----------------------
       relationship between a Participant and Fluor Corporation or any of its
       subsidiaries by reason of retirement, death, resignation, involuntary
       termination, permanent total disability or change in status to a part-
       time employee, as these terms are defined for purposes of the Retirement
       Plan.

                                  ARTICLE III

                                 PARTICIPATION


3.01.  SALARY DEFERRALS. Any Eligible Employee who is a member of the Executive
       Management Team will, for the period of such membership, be entitled to
       defer all or a portion of Salary pursuant to the provisions of Section
       4.2(a) hereof for so long as he remains an Eligible Employee. If an
       Eligible Employee is removed as a member of the Executive Management
       Team, such Eligible Employee will, notwithstanding such removal, remain
       eligible to defer salary through the end of the calendar year in which
       such removal occurred.

3.02.  INCENTIVE AWARD DEFERRALS. Any Eligible Employee who earns an Incentive
       Award which becomes payable after the Effective Date will be entitled to
       defer such Incentive Award or portion thereof pursuant to the provisions
       of Section 4.2(b) hereof.

3.03.  EXISTING ACCOUNTS. All undistributed account balances in the Prior Plan
       as of the Effective Date are hereby transferred to and made a pan of this
       Plan. The Prior Plan is hereby merged into this Plan as of the Effective
       Date and all benefits

                                       9
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       previously payable under the Prior Plan shall be paid solely from this
       Plan. Any such account balances will be subject to Adjustment pursuant to
       the terms of Section 7.1 hereof and, subject to the deferral period or
       periods previously elected by the Employee, will be maintained,
       determined and distributed in accordance with the terms hereof. All
       undistributed account balances of Eligible Employees under the Fluor
       Excess Benefit Plan as of the Effective Date are hereby transferred to
       and made a part of this Plan and such account balances will be subject to
       Adjustment pursuant to the terms of Section 7.1 hereof. On and after the
       Effective Date all benefits previously payable to Eligible Employees
       under the Fluor Excess Benefit Plan shall be paid solely under this Plan.

3.04.  EXCESS BENEFIT ACCRUALS. As of the last day of each calendar year each
       Eligible Employee shall be entitled to receive an Excess Benefit Accrual
       if and to the extent earned in accordance with the provisions of Section
       5.1 hereof.

                                  ARTICLE IV

                                   DEFERRALS

4.01.  AMOUNTS SUBJECT TO DEFERRAL. Subject to the effect of any previously
       authorized or required deductions, reductions or income or employment tax
       withholdings applicable to such compensation, an Eligible Employee may
       elect to defer all or any portion of his Salary or any Incentive Award.

4.02.  TIMING AND MECHANICS OF ELECTION.

                                      10
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       (a)  Salary - The amount of Salary to be deferred for future payroll
            ------
       periods must be specified by the Eligible Employee in writing to his
       corporate employer as a fixed percentage of Salary. Such deferral
       election shall be effective with the first payroll period beginning after
       receipt of the election by the Company and will continue in effect
       (excluding the two payroll periods where no reductions or deductions are
       taken) until a subsequent election or termination of the election is
       received by the Company, which change or termination shall also be
       effective as of the first payroll period beginning after receipt of such
       election or termination. The deferral percentage so specified may not be
       changed, terminated or re-initiated more often than once every six
       months.

       (b)  Incentive Awards - The amount of any Incentive Award to be deferred
            -----------------
       must be specified by the Eligible Employee in writing to his corporate
       employer no later than the end of the fiscal period(s) for which
       performance is measured in determining the amount of the Incentive Award.
       The amount to be deferred may be specified either as a fixed dollar
       amount or as a percentage of the Incentive Award. Such amount or
       percentage, once specified, is irrevocable as to such Incentive Award.

4.03.  DEFERRAL PERIODS. Unless otherwise specified by the Eligible Employee at
       the time of his deferral election, payment of such amounts shall be
       deferred until such Eligible Employee's Termination of Service. The
       Eligible Employee may specify a deferral period which may not extend
       beyond the date upon which such Eligible Employee reaches age 70 1/2. If
       a specific deferral period has been selected, the deferral period shall
       end upon the earlier to occur of (a) the Eligible

                                      11
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       Employee's Termination of Service or (b) expiration of the specified
       deferral period.

                                   ARTICLE V

                                OTHER ACCRUALS

5.01.  EXCESS BENEFIT ACCRUALS. As of each December 31 the Company shall credit
       the Excess Benefit Accrual Account of each Eligible Employee with an
       amount equal to the excess of the amount of company contributions which
       would have been allocated to such Eligible Employee's account under the
       Retirement Plan for the calendar year but for the limitations imposed by
       Sections 401 and 415 of the Code over the actual amount of company
       contributions allocated to his accounts under such plans for the calendar
       year. At the end of each calendar month, the Company shall credit the
       Excess Benefit Accrual Account of each Eligible Employee with an amount
       equal to the excess of (a) the amount of Company contributions which
       would have been made to the account of such Eligible Employee for such
       month under Section 5.1 and Article IV of the Savings Plan, but for the
       limitations imposed by Sections 401 and 415 of the Code over (b) the
       actual amount of Company contributions allocated to his accounts for such
       month pursuant to such Article VI; provided however, that such amounts
       will be so credited only if such Eligible Employee elects, prior to
       beginning of any such month to defer an additional portion of his Salary
       which is equal to the amount by which the amounts contributed on behalf
       of such Eligible Employee pursuant to Section 5.1 of the Savings Plan for
       such month were

                                      12
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       reduced by reason of the limitations imposed by Sections 401 and 415 of
       the Code.

5.02.  COMPENSATING ACCRUALS. Each Eligible Employee who elects to defer all or
       a portion of his Salary pursuant to Section 4.2(a) hereof will also be
       credited with additional accruals to his Deferred Salary Account to
       compensate for reductions in Company Retirement Plan and Savings Plan
       contributions that result from such Salary deferral. Such accruals shall
       be calculated as follows:

       (a)  As of the end of each calendar year there shall be credited to the
       account of each Eligible Employee, an additional amount that is equal to
       the amount by which Company contributions to such Eligible Employee's
       accounts in the Retirement Plan were reduced by reason of Salary
       deferrals made under this Plan.

       (b)  At the end of each calendar month there shall be credited to the
       account of each Eligible Employee an additional amount that is equal to
       the amount by which Company contributions made under Article VI of the
       Savings Plan for such month to the account of such Eligible Employee are
       reduced by reason of Salary deferrals made under this Plan.

                                  ARTICLE VI

                            MAINTENANCE OF ACCOUNTS

6.01.  DEFERRAL ACCOUNTS. The Company shall maintain one or more of the
       following separate deferral accounts, as applicable, for Eligible
       Employees: (1) a Deferred Incentive Award Account to which shall be
       credited all amounts of

                                      13
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       Incentive Awards which have been deferred by such Eligible Employee
       pursuant to the provisions of Section 4.2(b) hereof; (2) a Pre-Effective
       Date Deferral Account which shall include all undistributed amounts
       relating to Incentive Awards as to which a deferral election had been
       made prior to the Effective Date, but not including deferred amounts of
       Incentive Awards for Fiscal Years ending on or before October 31, 1985;
       and (3) a Pre-1986 Deferral Account which shall include all undistributed
       amounts relating to Incentive Awards for Fiscal Years ending on or before
       October 31, 1985; (4) a Pre-Effective Date Deferred Salary Account to
       which shall be credited the balance as of the Effective Date of the
       amount standing to the credit of such Eligible Employee under the Prior
       Plan, reduced by the amount attributable to the Excess 401(k) Account
       maintained under such Prior Plan; and (5) a Deferred Salary Account to
       which shall be credited all amounts of Salary deferred on and after the
       Effective Date and all amounts credited such Eligible Employee pursuant
       to Section 5.2 hereof.

6.02.  EXCESS BENEFIT ACCRUAL ACCOUNTS. The Company shall maintain the following
       separate accrual accounts, as applicable, for Eligible Employees: (1) a
       Pre-Effective Date Excess Benefit Accrual Account to which shall be
       credited as of the Effective Date all amounts then standing to the credit
       of such Eligible Employees in the Fluor Excess Benefit Plan, and in the
       Excess 401(k) Account of the Prior Plan; and (2) an Excess Benefit
       Accrual Account to which shall be credited all amounts accruing for the
       benefit of such Eligible Employee pursuant, to Section 5.1 hereof.

                                      14
<PAGE>

6.03.  ADJUSTMENTS. Each account of a Participant established pursuant to
       Sections 6.1 and 6.2 hereof shall be adjusted monthly to reflect any
       gains and/or losses thereon (the "Adjustment") in accordance with the
       provisions of Section 7.1 hereof.

                                  ARTICLE VII

                               CREDITING OPTIONS

7.01.  CREDITING OPTIONS. The Company has selected the crediting options
       described in Schedule A any of which may be changed, modified or deleted,
       or additional investment options may be added, from time to time by the
       Committee (the "Crediting Options"), provided however, that (a) the Five
       Year T-Bill Option will remain available for Pro-Effective Date Deferral
       Accounts, Pre-Effective Date Deferred Salary Accounts and Pre-Effective
       Date Excess Benefit Accrual Accounts and, until the end of the 1995
       fiscal year, for Salary Deferrals put into place prior to the Effective
       Date; and (b) the Fluor Average Interest Factor option shall always
       remain available for Pre-1986 Deferral Accounts. At the time that an
       Eligible Employee first becomes a Participant, the Participant shall
       allocate deferrals among the Crediting Options that will be used as a
       measure of the investment performance of the contents of each of his
       Deferral and Accrual Accounts on a form provided by the Committee. In
       making this designation, the Participant may specify that all or any 10%
       multiple of each of his Deferral and Accrual Accounts be deemed to be
       invested in one or more of the Crediting Options. Each Participant will
       be able to reallocate the Crediting Options for each of his Deferral and
       Accrual Accounts once every six months in 10% multiples on

                                      15
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       a form provided by the Committee. Said reallocation will be effective as
       of the first day of the month following the month in which the form is
       received by the Committee. Until a Participant delivers a new Crediting
       Options form to the Committee, his prior Crediting Options shall control.
       If a Participant fails to select a Crediting Option for deferrals or
       accruals made after the Effective Date he shall be deemed to have elected
       the Money Market Option. The Company shall use the Participant's
       Crediting Option designations as the basis for calculating the Adjustment
       component of each Deferral and Accrual Account. If a Participant changes
       his or her Crediting Option designations, then such change shall
       supersede the previous designation effective the first business day of
       the month following the month the change is made. The Company shall begin
       crediting the Participant's Deferral Accounts with the amount deferred by
       the Participant on the last day of the month in which the Salary or
       Incentive Award would have otherwise been paid. The monthly Adjustment
       shall be determined as follows: As of the last day of each month in which
       any amount remains credited to any Deferral Account or Accrual Account of
       a Participant, each portion of such accounts deemed invested in a
       particular crediting either be credited or debited with an amount equal
       to that determined by multiplying the balance of such portion of such
       account as of the last day of the preceding month by the Return Rate for
       that month for the applicable Investment Option. As to the applicable
       amount distributed, the Company shall cease crediting or debiting
       Adjustments to the Participant's Deferral and/or Accrual Accounts on the
       last day of the month of

                                      16
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       the applicable distribution event set forth in Articles VIII and IX (the
       "Valuation Date").

Allocation of investment selections shall be made among the Crediting Options. A
Participant shall have absolutely no ownership interest in any Crediting Option.
The Company shall be the sole owner of (if any) funds invested in any such
Investment Option, as well as all amounts accounted for in the Deferral and
Accrual Accounts, all of which shall at all times be subject to the claims of
the Company's creditors.

A Participant shall be entitled to payment of an amount equal to the amount in
each of his Deferral and Accrual Accounts in accordance with Articles VIII and
IX hereof.

                                 ARTICLE VIII

                             ACCOUNT DISTRIBUTIONS

8.01.  NO DEFERRAL PERIOD SPECIFIED. With respect to any Accrual Account and
       those portions of any Deferral Account (including, any Adjustments
       related thereto) as to which no specific deferral period has been
       selected by the Participant at the time of deferral:

       (a)  The lump sum payment or the first installment will be paid on or
       before December 31 of the year of termination; provided however, that the
       Company may in its sole discretion elect to defer payment thereof until
       January of the succeeding year.

                                      17
<PAGE>

       (b)  In the event of installment payments, the second installment will be
       paid in January following the year in which the first installment was
       paid and all remaining installments will be paid annually in January.

       (c)  Payment in cash in one lump sum or in annual installments will be at
       the sole discretion of the Participant's corporate employer. The number
       of installment payments will not exceed twenty.

       (d)  In the event of the death of a Participant prior to commencement of
       any payments hereunder, payments will be made to his Beneficiary in
       accordance with the foregoing provisions. In the event of the death of a
       Participant after commencement of benefit payments in installments but
       prior to payment of his entire entitlement, payment may be made to his
       Beneficiary in one lump sum or by continuation of installments at the
       discretion of the Participant's corporate employer. If a Participant has
       received his entitlement under one or more, but less than all of his
       deferral actions, and dies prior to commencement of payments under one or
       more unpaid deferral elections, he shall be considered to have died prior
       to the commencement of any payments hereunder.

       In the event installments continue to the Beneficiary, they will continue
       to be subject to Adjustment pursuant to Section 7.1 hereof.

8.02.  SPECIFIED DEFERRAL PERIOD. With respect to those portions of any Deferral
       Account (including any Adjustments related thereto) as to which a
       specified deferral period has been selected by a Participant at the time
       of deferral:

                                      18
<PAGE>

       (a)  Entitlement to payment will occur upon the earlier of the (i)
       Participant's Termination of Service or (ii) upon expiration of the
       specific deferral period.

       (b)  All payments will be made in a lump sum in cash unless, (i) in the
       cases where entitlement to payment arises upon expiration of the deferral
       period, the Participant designates at the time of deferral that the
       deferred amount be paid in a specified number (not to exceed twenty) of
       annual installments or, (ii) in cases where entitlement to payment arises
       upon Termination of Service, the Company in its sole discretion elects to
       make payments of the deferred amount in a specified number (not to exceed
       twenty) of annual installments.

       (c)  The lump sum payment or the first installment payment will be paid
       on or before December 31 of the year of entitlement; provided however,
       that the Company may in its sole discretion elect to defer payment
       thereof until January of the succeeding year.

       (d)  If a Participant's entitlement is paid in installments, the second
       installment payment will be paid during January of the year following the
       year in which the first installment was paid and all remaining
       installments will be paid annually in the month of January.

       (e)  In the event of the death of a Participant prior to commencement of
       any payments hereunder, payments will be made to his Beneficiary in
       accordance with the foregoing provisions. In the event of the death of a
       Participant after commencement of benefit payments in installments but
       prior to payment of his entire entitlement, payment may be made to his
       Beneficiary in one lump sum or

                                      19
<PAGE>

       by continuation of installments at the discretion of the Participant's
       corporate employer. In the event installments continue to the
       Beneficiary, they will continue to be subject to Adjustment under Section
       7.1 hereof.

                                  ARTICLE IX

                           OTHER DISTRIBUTION EVENTS

9.01.  CHANGE OF CONTROL. Notwithstanding any other Section hereof, if a
       Participant's employment with the Company or its subsidiaries terminates
       for any reason other than death, within the two-year period beginning on
       the date that a Change of Control of the Company occurs, then the Company
       shall pay to the Participant within the first fifteen (15) days of the
       month following such termination a lump sum distribution of all of his
       Deferral Accounts and Accrual Accounts. If the Participant dies after
       termination of employment but before payment of any amount under this
       Section, then such amount shall be paid to the Beneficiary within the
       first fifteen (15) days of the month following the Participant's death.

9.02.  UNFORESEEABLE EMERGENCY.

       (a)  A distribution of a portion of a Participant's Deferral Accounts and
       Accrual Accounts because of an Unforeseeable Emergency will be permitted
       only to the extent required by the Participant to satisfy the emergency
       need. Whether an Unforeseeable Emergency has occurred will be determined
       solely by the Committee. Distributions in the event of an Unforeseeable
       Emergency may be

                                      20
<PAGE>

       made by and with the approval of the Committee upon written request by a
       Participant.

       (b)  An "Unforeseeable Emergency" is defined as a severe financial
       hardship to the Participant caused by sudden and unexpected illness or
       accident of the Participant or of a dependent of the Participant (as
       defined in Code Section 152(a)), loss of the Participant's property due
       to casualty, or other extraordinary and unforeseeable circumstances
       caused by a result of events beyond the Participant's control. The
       circumstances that will constitute an unforeseeable emergency will depend
       upon the facts of each case, but, in any event, any distribution under
       this Section shall not exceed the amount required by the Participant to
       resolve the hardship after (i) reimbursement or compensation through
       insurance or otherwise, (ii) obtaining liquidation of the Participant's
       assets, to the extent such liquidation would not itself cause a severe
       financial hardship, or (iii) suspension of deferrals under the Plan.

9.03.  WITHDRAWALS. A Participant may elect by filing with the Company a form
       specified by the Committee, to receive an amount equal to ninety percent
       of his Deferral Accounts and Accrual Accounts at any time prior to his
       Termination of Service. If a Participant makes an election described in
       this Section 9.3 the balance of the Participant's Deferral Accounts not
       distributed to the Participant shall be forfeited to the Company; the
       amount to which he is entitled under this Section 9.3 shall be
       distributed to the Participant in a single lump sum as soon as
       administratively practical following such election; the Participant shall
       be prohibited from participating in deferral portions of the Plan for the
       balance of the

                                      21
<PAGE>

       Fiscal Year in which this distribution is made and the following Fiscal
       Year; any elections previously made pursuant to Section 4.2 of this Plan
       shall cease to be effective.

                                   ARTICLE X

                           MISCELLANEOUS PROVISIONS

10.01. PARTICIPANT RIGHTS IN THE UNFUNDED PLAN. Any liability of the Company to
       any Participant with respect to any benefit shall be based solely upon
       the contractual obligations created by the Plan; no such obligation shall
       be deemed to be secured by any pledge or any encumbrance on any property
       of the Company. The Company's obligations under this agreement shall be
       an unfunded and unsecured promise to pay. No Participant or his
       designated beneficiaries shall have any rights under the Plan other than
       those of a creditor of the Company. Assets segregated or identified by
       the Company for the purpose of paying benefits pursuant to the Plan
       remain general corporate assets subject to the claims of the Company's
       creditors.

10.02. NON-ASSIGNABILITY. Neither the Participant nor his Beneficiary shall have
       any power or right to transfer, assign, anticipate, hypothecate or
       otherwise encumber any part or all of the amounts payable hereunder,
       which are expressly declared to be unassignable and non-transferable. Any
       such attempted assignment or transfer shall be void and the Company shall
       thereupon have no further liability to such Participant or such
       Beneficiary hereunder. No amount payable hereunder shall, prior to actual
       payment thereof, be subject to seizure by any creditor of any

                                      22
<PAGE>

       Participant or Beneficiary for the payment of debt, judgment or other
       obligation, by a proceeding at law or in equity, nor transferable by
       operation of law in the event of the bankruptcy, insolvency or death of
       the Participant, his designated Beneficiary or any other beneficiary
       hereunder.

10.03. TERMINATION OR AMENDMENT OF PLAN. The Company retains the right, at any
       time and in its sole discretion, to amend or terminate the Plan, in whole
       or in part. Any amendment of the Plan shall be approved by the Board,
       shall be in writing, and shall be communicated to the Participants.
       Notwithstanding the above, the Committee shall have the authority to
       change the requirements of eligibility or to modify the Crediting Options
       hereunder. No amendment of the Plan shall materially impair or curtail
       the Company's contractual obligations arising from deferral elections
       previously made or for benefits accrued prior to such amendment.
       Notwithstanding any other provision herein to the contrary, in the event
       of Plan termination, payment of Deferral and Accrual Accounts shall occur
       not later than the last business day of the month following the month in
       which the termination is made effective.

10.04. CONTINUATION OF EMPLOYMENT. This Plan shall not be deemed to constitute a
       contract of employment between the Company and a Participant. Nothing in
       the Plan or in any instrument executed pursuant to the Plan will confer
       upon any Participant any right to continue in the employ of the Company
       or any Subsidiary or affect the right of the Company or any Subsidiary to
       terminate the employment of any Participant at any time with or without
       cause.

                                      23
<PAGE>

10.05.  RESPONSIBILITY FOR LEGAL EFFECT. Neither the Committee nor the Company
        makes any representations or warranties, express or implied, or assumes
        any responsibility concerning the legal, tax or other implications or
        effects of this Plan.

10.06.  WITHHOLDING. The Company shall withhold from or offset against any
        payment or accrual made under the Plan any taxes the Company determines
        it is required to withhold by applicable federal, state or local laws.

10.07.  OTHER COMPENSATION PLANS. The adoption of the Plan shall not affect any
        other incentive or other compensation plans in effect for the Company or
        any subsidiary, nor shall the Plan preclude the Company from
        establishing any other forms of incentive or other compensation for
        employees of the Company or any subsidiary.

10.08.  PLAN BINDING ON SUCCESSORS. The Plan shall be binding upon the
        successors and assigns of the Company.

10.09.  SINGULAR, PLURAL; GENDER. Wherever appropriate in this Plan, nouns in
        the singular shall include the plural, and the masculine pronoun shall
        include the feminine gender.

10.10.  CONTROLLING LAW. The Plan shall be governed by and construed in
        accordance with the internal law, without regard to conflict of law
        principles, of the Commonwealth of Virginia to the extent not pre-empted
        by the laws of the United States of America.

                                      24
<PAGE>

FLUOR EXECUTIVE DEFERRED COMPENSATION PLAN                            SCHEDULE A

                               CREDITING OPTIONS

<TABLE>
<CAPTION>
                                   ---------------------------------------------------------------------------------------------
                                                     Fluor Average                   Interest      Global          Global
                                    5-Year T-Bill*  Interest Factor*  Money Market  Income Plus  Diversified   Diversified Plus
--------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>              <C>               <C>           <C>          <C>           <C>
ACCRUAL ACCOUNTS:
--------------------------------------------------------------------------------------------------------------------------------
 1  Pre-Effective Date Excess             X               ___               X            X            X               X
    Benefit Accrual Account
--------------------------------------------------------------------------------------------------------------------------------
      -  Excess Benefit Plan &
         Excess 401(k) Plan
         balances as of 5/1/95
--------------------------------------------------------------------------------------------------------------------------------
 2  Excess Benefit Accrual               ___              ___               X            X            X               X
    Account
--------------------------------------------------------------------------------------------------------------------------------
      -  Excess Benefit Plan &
         Excess 401(k) Plan
         deferrals as of 5/1/95
--------------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------------------
DEFERRAL ACCOUNTS:
--------------------------------------------------------------------------------------------------------------------------------
 1  Pre-1986 Deferral Account            ___               X                X            X            X               X
--------------------------------------------------------------------------------------------------------------------------------
      -  5/1/95 balance of
         Pre-1986 Deferred
         Incentive awards
--------------------------------------------------------------------------------------------------------------------------------
 2  Pre-Effective Date Deferral           X               ___               X            X            X               X
    Account
--------------------------------------------------------------------------------------------------------------------------------
      -  5/1/95 balance of
         Deferred Incentive
         awards since 1986
--------------------------------------------------------------------------------------------------------------------------------
 3  Pre-Effective Date Deferred           X               ___               X            X            X               X
    Salary Account
--------------------------------------------------------------------------------------------------------------------------------
      -  Deferred Salary Plan
         account balance as of
         5/1/95
--------------------------------------------------------------------------------------------------------------------------------
 4  Deferred Salary Account              ___              ___               X            X            X               X
--------------------------------------------------------------------------------------------------------------------------------
      -  Deferred Salary Plan
         deferrals from 5/1/95
--------------------------------------------------------------------------------------------------------------------------------
 5  Deferred Incentive Award             ___              ___               X            X            X               X
    Account
--------------------------------------------------------------------------------------------------------------------------------
      -  Deferred Incentive
         Plan awards from
         5/1/95
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

X = Available crediting options

* The 5-Year T-Bill and Fluor Average Interest Factor crediting options are only
  available for balances as of May 1, 1995. These options are not available for
  deferrals/accruals made after May 1, 1995.

                                      25
<PAGE>

The Money Market, Interest Income Plus, Global Diversified and Global
Diversified Plus options represent the investment funds available under the
Retirement Plan as of May 1, 1995, but are subject to change from time to time.

                                      26