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                                                                    EXHIBIT 10.1

September 24, 1999

Mr. Jim Stein
President and Chief Executive Officer
Fluor Global Services

Dear Jim,

It is my pleasure to inform you that at the December 1998 Organization and
Compensation Committee meeting, the Board of Directors of Fluor Corporation (the
"Company") selected you to participate in a Retention Program. The amount of the
retention award was $2,750,000. At your request the award has been structured as
follows:

AWARD AMOUNT:                  $2,750,000

RETENTION PERIOD:              October 1, 1998 through October 31, 2001

RETENTION AGREEMENT:           The Award Amount is divided between the following
                               two components:

                               HOUSING

                               You have previously been provided with a personal
                               loan of $1,006,841 secured by a deed of trust on
                               your residence. The loan provides for an interest
                               rate of 4.52%, compounded annually with a balloon
                               payment of the entire amount due on termination
                               of employment. The loan presently states that it
                               is subject to acceleration in the event of your
                               termination of employment for any reason prior to
                               October 31, 2001. The Company will forgive the
                               loan including accrued interest in its entirety
                               (a) if you remain continuously employed by the
                               Company until October 31, 2001, or (b) if your
                               employment terminates prior to that date due to
                               (i) death, (ii) permanent and total disability,
                               (iii) a Company-initiated termination for any
                               reason other than for-cause or (iv) following a
                               Change of Control. If your employment with the
                               Company terminates for


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Jim Stein
September 24, 1999
Page 2

                               any other reason prior to October 31, 2001
                               (including, without limitation, your voluntary
                               termination or a termination for cause) then this
                               loan shall remain in effect in accordance with
                               its terms.

                               For purposes hereof, the term "Change of Control"
                               shall be deemed to have occurred if, (a) 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 25% or more
                               of the votes that may be cast for the election of
                               directors of the Company or (b) as a result of
                               any cash tender or exchange offer, merger or
                               other business combination, or any combination of
                               the preceding (a "transaction"), the persons who
                               are the directors of the Company before the
                               transaction shall cease to constitute a majority
                               of the Board of Directors of the Company or any
                               successor thereto.

                               ACCRUAL TO EXECUTIVE DEFERRAL COMPENSATION
                               PROGRAM ("EDCP")

                               You may earn $1,743,159, said amount to be
                               adjusted as provided below, if you remain
                               continuously employed by the Company until on or
                               after October 31, 2001 (the "EDCP Accrual").
                               During the period from October 1, 1998 to the
                               date upon which the EDCP Accrual vests (if at
                               all), you will also be entitled to invest the
                               EDCP Accrual by selecting one or more of the
                               crediting options contained in the EDCP.
                               Thereafter, the amount of your EDCP Accrual, if
                               vested, shall be adjusted based upon the
                               investment return that you would have otherwise
                               received had the EDCP Accrual been actually
                               earned as of October 1, 1998 and credited in your
                               EDCP account based upon your chosen crediting
                               option through the date of vesting. If no
                               crediting option is indicated, the EDCP Accrual
                               will be automatically credited as if you chose
                               the Money Market crediting option under the EDCP.

                               The EDCP Accrual, as adjusted, will vest and be
                               credited to your existing Company EDCP account
                               (a) if you remain continuously employed by the
                               Company until October 31, 2001


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Jim Stein
September 24, 1999
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                               or (b) if your employment terminates prior to
                               that date due to (i) death, (ii) permanent and
                               total disability, (iii) a Company-initiated
                               termination other than on a for-cause basis or
                               (iv) following a Change of Control. If in the
                               event your employment terminates for any reason
                               prior to any such vesting date for any other
                               reason (including, without limitation, your
                               voluntary termination or a termination for
                               cause), then the EDCP Accrual, as adjusted, will
                               be forfeited.

Please indicate your acknowledgment of the terms of the letter by signing in the
space provided and returning the original to me for your employee records. You
should also retain a copy for your file.

If you should have any questions, please give me a call at (949) 349-5435.

Sincerely,

Philip J. Carroll

AGREED BY:                               AGREED BY:

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PHILIP J. CARROLL              DATE      JAMES C. STEIN                     DATE