Exhibit 4.1


 


 


 


 


 


 


 


 


 


 


 





 



 


 


RIGHTS AGREEMENT


 


 


between


 


 


FLUOR
CORPORATION


 


 


and


 


 


Computershare
Trust Company, N.A.,


 


 


as Rights Agent


 


 


 


 


Dated as of March 25, 2020


 



 


 


 


 


 




    	 	 



     


    

 


TABLE OF CONTENTS


 


 


Page





	Section 1. Certain Definitions	1
	 	 
	Section 2. Appointment of the Rights Agent	8
	 	 
	Section 3. Issuance of Rights Certificates	8
	 	 
	Section 4. Form of Rights Certificates	10
	 	 
	Section 5. Countersignature and Registration	11
	 	 
	Section 6. Transfer, Split-Up, Combination, and Exchange of Rights Certificates; Mutilated, Destroyed, Lost, or Stolen Rights Certificates	12
	 	 
	Section 7. Exercise of Rights; Purchase Price; Expiration Date of Rights	13
	 	 
	Section 8. Cancellation and Destruction of Rights Certificates	15
	 	 
	Section 9. Reservation and Availability of Capital Stock	15
	 	 
	Section 10. Preferred Stock Record Date	17
	 	 
	Section 11. Adjustment of Purchase Price, Number and Kind of Shares, or Number of Rights	17
	 	 
	Section 12. Certificate of Adjusted Purchase Price or Number of Shares	25
	 	 
	Section 13. Consolidation, Merger, or Sale or Transfer of Assets or Earning Power	25
	 	 
	Section 14. Fractional Rights and Fractional Shares	28
	 	 
	Section 15. Rights of Action	29
	 	 
	Section 16. Agreement of Rights Holders	30
	 	 
	Section 17. Rights Certificate Holder Not Deemed a Stockholder	30
	 	 
	Section 18. Concerning the Rights Agent	31
	 	 
	Section 19. Merger or Consolidation or Change of Name of the Rights Agent	32
	 	 
	Section 20. Duties of the Rights Agent	32



 






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	Section 21. Change of the Rights Agent	35
	 	 
	Section 22. Issuance of New Rights Certificates	36
	 	 
	Section 23. Redemption and Termination	37
	 	 
	Section 24. Exchange of Rights	37
	 	 
	Section 25. Notice of Certain Events	39
	 	 
	Section 26. Notices	40
	 	 
	Section 27. Supplements and Amendments	41
	 	 
	Section 28. Successors	41
	 	 
	Section 29. Determinations and Actions by the Board	41
	 	 
	Section 30. Benefits of this Agreement	42
	 	 
	Section 31. Severability	42
	 	 
	Section 32. Governing Law	42
	 	 
	Section 33. Counterparts; Facsimiles and PDFs	42
	 	 
	Section 34. Descriptive Headings	43
	 	 
	Section 35. Force Majeure	43









 


 


	Exhibit A	Form of Certificate of Designation, Preferences, and Rights
	Exhibit B	Form of Rights Certificate
	Exhibit C	Form of Summary of Rights to Purchase Preferred Stock




 




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RIGHTS AGREEMENT


 


 


RIGHTS
AGREEMENT, dated as of March 25, 2020 (this “Agreement”), 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”).


 


RECITAL


 


WHEREAS,
on March 24, 2020 (the “Rights Dividend Declaration Date”), the Board authorized and declared a dividend distribution
of one right (each, a “Right,” and together with all other such rights distributed or issued pursuant hereto,
the “Rights”) for each share of Common Stock outstanding at the Close of Business on April 10, 2020 (the
 “Record Date”), and further authorized and directed the issuance of one Right (as such number may hereinafter
be adjusted pursuant hereto) with respect to each share of Common Stock issued between the Record Date (whether originally issued
or delivered from the Company’s treasury) and, except as otherwise provided in Section 22, the earlier of the Distribution
Date and the Expiration Date, each Right initially representing the right to purchase one one-thousandth of a share of Preferred
Stock, upon the terms and subject to the conditions hereinafter set forth.


 


AGREEMENT


 


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


 


Section 1. Certain Definitions .
For purposes of this Agreement, the following terms have the meanings indicated:


 


(a)       “Acquiring
Person” shall mean any Person who or which, together with all Affiliates and Associates of such Person, shall be the
Beneficial Owner of 10% or more of the Common Stock then outstanding, but shall not include an Exempt Person. Notwithstanding the
foregoing:


 


(i)       any
Person who or which, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 10% or more of
the Common Stock then outstanding as a result of a reduction in the number of shares of Common Stock outstanding due to the repurchase
of Common Stock by the Company shall not be deemed an “Acquiring Person” unless and until such Person, together with
all Affiliates and Associates of such Person, acquires Beneficial Ownership of any additional shares of Common Stock (other than
as a result of a stock dividend, stock split, or similar transaction effected by the Company in which all registered holders of
Common Stock are treated substantially equally (as determined in good faith by the Board)) while the Beneficial Owner of 10% or
more of the Common Stock then outstanding;


 






    	 	 



     


    




 


(ii)       if
the Board determines in good faith that a Person who would otherwise be an “Acquiring Person” has become such inadvertently
(including, without limitation, because (A) such Person was unaware that it beneficially owned a percentage of Common Stock
that would otherwise cause such Person to be an “Acquiring Person” or (B) such Person was aware of the extent
of its Beneficial Ownership of Common Stock but had no actual knowledge of the consequences of such Beneficial Ownership under
this Agreement and had no intention of changing or influencing control of the Company), and such Person divests as promptly as
practicable (as determined by the Board in its sole discretion) a sufficient number of shares of Common Stock (without exercising
or retaining any power, including, without limitation, voting power, with respect to such shares) (or, in the case solely of shares
of Common Stock beneficially owned, directly or indirectly, by such Person pursuant to Section 1(f)(v) hereof, such Person
terminates the subject Derivatives Contract(s) or disposes of the subject derivative security or securities, or establishes to
the satisfaction of the Board that such shares of Common Stock are not held with any intention of changing or influencing control
of the Company) so that such Person is no longer the Beneficial Owner of 10% or more of the Common Stock then outstanding, then
such Person shall not be deemed to be or ever to have been an “Acquiring Person” for any purposes of this Agreement
as a result of such inadvertent acquisition;


 


(iii)       if
a bona fide swaps dealer who would otherwise be an “Acquiring Person” has become so as a result of its actions in the
ordinary course of its business that the Board determines, in its sole discretion, were taken without the intent or effect of evading
or assisting any other Person to evade the purposes and intent of this Agreement, or otherwise seeking to control or influence
the management or policies of the Company, then, and unless and until the Board shall otherwise determine, such Person shall not
be deemed to be an “Acquiring Person” for any purposes of this Agreement; and


 


(iv)       if
a Person would otherwise be deemed an “Acquiring Person” upon the execution of this Agreement, such Person (herein
referred to as a “Grandfathered Stockholder”) shall not be deemed an “Acquiring Person” for purposes
of this Agreement unless and until, subject to Section 1(a)(i) and Section 1(a)(ii) above, such Grandfathered Stockholder
acquires Beneficial Ownership of additional shares of Common Stock representing 0.1% of the shares of Common Stock then outstanding
(other than as a result of a stock dividend, stock split, or similar transaction effected by the Company in which all registered
holders of Common Stock are treated substantially equally (as determined in good faith by the Board) after execution of this Agreement
and while the Beneficial Owner of 10% or more of the Common Stock then outstanding, in which case such Person shall no longer be
deemed a Grandfathered Stockholder and shall be deemed an “Acquiring Person”. A Person shall cease to be a Grandfathered
Stockholder as of the first date that such Person beneficially owns less than 10% of the outstanding Common Stock.


 


For all purposes of this Agreement, any
calculation of the number of shares of Common Stock outstanding at any particular time, including for purposes of determining the
particular percentage of such outstanding Common Stock of which any Person is the Beneficial Owner, shall include the number of
shares of Common Stock not outstanding at the time of such calculation that such Person is otherwise deemed to beneficially own
for purposes of this Agreement. The number of shares of Common Stock not outstanding that such Person is otherwise deemed to beneficially
own for purposes of this Agreement shall be deemed to be outstanding for the purpose of computing the percentage of the outstanding
number of shares of Common Stock beneficially owned by such Person but shall not be deemed to be outstanding for the purpose of
computing the percentage of outstanding Common Stock beneficially owned by any other Person.


 


 



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(b)       “Act”
shall mean the Securities Act of 1933, as amended.


 


(c)       “Adjustment
Shares” shall have the meaning set forth in Section 11(a)(ii) hereof.


 


(d)       “Affiliate”
and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General
Rules and Regulations under the Exchange Act as in effect on the date of this Agreement; provided, however, that
no director or officer of the Company shall be deemed an Affiliate or Associate of any other director or officer of the Company
solely as a result of his or her being a director or officer of the Company.


 


(e)       “Agreement”
shall have the meaning set forth in the preamble hereto.


 


(f)       A
Person shall be deemed the “Beneficial Owner” of, shall be deemed to have “Beneficial Ownership”
of, and shall be deemed to “beneficially own,” any securities:


 


(i)       which
such Person or any of such Person’s Affiliates or Associates beneficially owns, directly or indirectly (as determined pursuant
to Rule 13d-3 of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement);


 


(ii)       which
such Person or any of such Person’s Affiliates or Associates, directly or indirectly, has the right to acquire (whether such
right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement, or understanding (whether
or not in writing) or upon the exercise of conversion rights, exchange rights, rights, warrants, or options, or otherwise; provided,
however, that a Person shall not be deemed the “Beneficial Owner” of, to have “Beneficial Ownership”
of, or to “beneficially own,” (A) securities tendered pursuant to a tender offer or exchange offer made in accordance
with the General Rules and Regulations under the Exchange Act by or on behalf of such Person or any of such Person’s Affiliates
or Associates until such tendered securities are accepted for purchase or exchange, (B) securities issuable upon exercise
of Rights at any time prior to the occurrence of a Triggering Event, or (C) securities issuable upon exercise of Rights from
and after the occurrence of a Triggering Event, which Rights were acquired by such Person or any of such Person’s Affiliates
or Associates prior to the Distribution Date or pursuant to Section 3(a) or Section 22 hereof (the “Original
Rights”) or pursuant to Section 11(i) or Section 11(p) hereof in connection with an adjustment made with respect
to any Original Rights;


 


 






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(iii)       which
such Person or any of such Person’s Affiliates or Associates, directly or indirectly, has the right to vote or dispose
of, including pursuant to any agreement, arrangement, or understanding (whether or not in writing); provided, however,
that a Person shall not be deemed the “Beneficial Owner” of, to have “Beneficial Ownership” of, or to “beneficially
own,” any security as a result of an agreement, arrangement, or understanding (whether or not in writing) to vote such security
if such agreement, arrangement, or understanding: (A) arises solely from a revocable proxy or consent (as such terms are defined
in Regulation 14A under the Exchange Act) given in response to a public proxy or consent solicitation made pursuant to, and
in accordance with, the applicable provisions of the General Rules and Regulations under the Exchange Act, including the disclosure
requirements of Schedule 14A thereunder, and (B) is not also then reportable by such Person on Schedule 13D under
the Exchange Act (or any comparable or successor report);


 


(iv)       which
are beneficially owned, directly or indirectly, by any other Person (or any Affiliate or Associate thereof) with which such Person
(or any of such Person’s Affiliates or Associates) has any agreement, arrangement, or understanding (whether or not in writing)
for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in the proviso to Section 1(f)(iii)),
or disposing of any voting securities of the Company; or


 


(v)       which
are “beneficially owned” (within the meaning of clauses (i)-(iv) above), directly or indirectly, by a Counterparty
(or any of such Counterparty’s Affiliates or Associates) under any Derivatives Contract (without regard to any short or similar
position under the same or any other Derivatives Contract) to which such Person or any of such Person’s Affiliates or Associates
is a Receiving Party; provided, however, that the number of shares of Common Stock that a Person is deemed to beneficially
own pursuant to this clause (v) in connection with a particular Derivatives Contract shall not exceed the number of Notional
Common Shares with respect to such Derivatives Contract; provided, further, that the number of securities beneficially
owned by each Counterparty (including its Affiliates and Associates) under a Derivatives Contract shall for purposes of this clause (v)
be deemed to include all securities that are beneficially owned, directly or indirectly, by any other Counterparty (or any of such
other Counterparty’s Affiliates or Associates) under any Derivatives Contract to which such first Counterparty (or any of
such first Counterparty’s Affiliates or Associates) is a Receiving Party, with this proviso being applied to successive Counterparties
as appropriate.


 


Notwithstanding
anything to the contrary in this Section 1(f), nothing in this Section 1(f) shall cause a Person engaged in business
as an underwriter of securities to be the “Beneficial Owner” of, to have “Beneficial Ownership”
of, or to “beneficially own,” any securities acquired or which such Person has the right to acquire through such Person’s
participation in good faith in a firm commitment underwriting until the expiration of 40 days after the date of such acquisition,
and then only if such securities continue to be owned by such Person at such expiration of 40 days.


 


(g)       “Board”
shall mean the Board of Directors of the Company or any duly authorized committee thereof.


 






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(h)       “Book
Entry Share” shall mean an uncertificated share of Common Stock registered in book entry form.


 


(i)       “Business
Day” shall mean any day other than a Saturday, Sunday, or a day on which banking institutions in the State of New York
or in a State where the principal office of the Rights Agent is located are authorized or obligated by law or executive order to
close.


 


(j)       “Certificate
of Incorporation” shall mean the Company’s Amended and Restated Certificate of Incorporation, as such may be amended,
modified, or restated from time to time.


 


(k)       “Close
of Business” on any given date shall mean 5:00 p.m., New York City time, on such date; provided, however,
that if such date is not a Business Day, it shall mean 5:00 p.m., New York City time, on the next succeeding Business
Day.


 


(l)       “Common
Stock” shall mean the common stock, par value $.01 per share, of the Company, except that “Common Stock”
when used with reference to any Person other than the Company shall mean the capital stock (or equity interest) of such Person
with the greatest voting power, or the equity securities or other equity interests having power to control or direct the management
of such Person.


 


(m)       “Common
Stock Equivalents” shall have the meaning set forth in Section 11(a)(iii) hereof.


 


(n)       “Company”
shall have the meaning set forth in the preamble hereto, except as otherwise provided in Section 13(a) hereof.


 


(o)       “Counterparty”
shall have the meaning set forth in Section 1(r) hereof.


 


(p)       “Current
Market Price” shall have the meaning set forth in Section 11(d)(i) hereof.


 


(q)       “Current
Value” shall have the meaning set forth in Section 11(a)(iii) hereof.


 


(r)       “Derivatives
Contract” shall mean a contract between two parties (the “Receiving Party” and the “Counterparty”)
that is designed to produce economic benefits and risks to the Receiving Party that correspond substantially to the ownership by
the Receiving Party of a number of shares of Common Stock specified or referenced in such contract (the number of shares of Common
Stock corresponding to such economic benefits and risks, the “Notional Common Shares”), regardless of whether
obligations under such contract are required or permitted to be settled through the delivery of cash, Common Stock or other property,
without regard to any short position under the same or any other Derivatives Contract. For the avoidance of doubt, interests in
broad-based index options, broad-based index futures and broad-based publicly traded market baskets of stocks approved for trading
by the appropriate federal governmental authority shall not be deemed to be Derivatives Contracts.


 






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(s)       “Distribution
Date” shall have the meaning set forth in Section 3(a) hereof.


 


(t)       “Equivalent
Preferred Stock” shall have the meaning set forth in Section 11(b) hereof.


 


(u)       “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


(v)       “Exchange
Ratio” shall have the meaning set forth in Section 24(a) hereof.


 


(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 or (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.


 


(x)       “Expiration
Date” shall have the meaning set forth in Section 7(a) hereof.


 


(y)       “Final
Expiration Date” shall have the meaning set forth in Section 7(a) hereof.


 


(z)       “Grandfathered
Stockholder” shall have the meaning set forth in Section 1(a)(iv) hereof.


 


(aa)     “Notional Common Shares”
shall have the meaning set forth in Section 1(r) hereof.


 


(bb)     “Original Rights”
shall have the meaning set forth in Section 1(f)(ii) hereof.


 


(cc)     “Person” shall
mean any individual, firm, corporation, partnership, limited liability company, limited liability partnership, association, trust,
syndicate, unincorporated organization, or other entity, and shall include any successor (by merger or otherwise) of such entity.


 


(dd)    “Preferred
Stock” shall mean shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company
having the rights and preferences set forth in the Certificate of Designation attached to this Agreement as Exhibit A,
and, to the extent that there are not a sufficient number of shares of Series A Junior Participating Preferred Stock authorized
to permit the full exercise of the Rights, any other series of preferred stock of the Company designated for such purpose containing
terms substantially similar to the terms of the Series A Junior Participating Preferred Stock.


 






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(ee)     “Principal
Party” shall have the meaning set forth in Section 13(b) hereof.


 


(ff)      “Purchase Price”
shall have the meaning set forth in Section 7(b) hereof.


 


(gg)    “Receiving Party”
shall have the meaning set forth in Section 1(r) hereof.


 


(hh)    “Record Date” shall
have the meaning set forth in the recital to this Agreement.


 


(ii)       “Redemption
Price” shall have the meaning set forth in Section 23(a) hereof.


 


(jj)      “Right” shall have
the meaning set forth in the recital to this Agreement.


 


(kk)    “Rights Agent”
shall have the meaning set forth in the preamble hereto, except as otherwise provided in Section 19 and Section 21 hereof.


 


(ll)      “Rights Certificate”
shall have the meaning set forth in Section 3(a) hereof.


 


(mm)   “Rights Dividend Declaration
Date” shall have the meaning set forth in the recital to this Agreement.


 


(nn)    “Section 11(a)(ii) Event”
shall have the meaning set forth in Section 11(a)(ii) hereof.


 


(oo)      “Section 13
Event” shall mean any event described in Section 13(a)(i), Section 13(a)(ii), or Section 13(a)(iii) hereof.


 


(pp)    “signature guarantee”
shall have the meaning set forth in Section 6(a) hereof.


 


(qq)    “Spread” shall
have the meaning set forth in Section 11(a)(iii) hereof.


 


(rr)     “Stock
Acquisition Date” shall mean the first date of public announcement (which, for purposes of this definition, shall include,
without limitation, a report filed or amended pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring
Person that an Acquiring Person has become such.


 


(ss)    “Subsidiary”
shall mean, with reference to any Person, any other Person of which an amount of voting securities (or other ownership interests
having ordinary voting power) sufficient to elect or appoint at least a majority of the directors (or other persons performing
similar functions) of such other Person is beneficially owned, directly or indirectly, by such first-mentioned Person, or otherwise
controlled by such first-mentioned Person.


 






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(tt)      “Substitution Period”
shall have the meaning set forth in Section 11(a)(iii) hereof.


 


(uu)    “Summary of Rights”
shall have the meaning set forth in Section 3(b) hereof.


 


(vv)    “Trading Day” shall
have the meaning set forth in Section 11(d)(i) hereof.


 


(ww)   “Triggering Event”
shall mean a Section 11(a)(ii) Event or any Section 13 Event.


 


(xx)       “Trust”
shall have the meaning set forth in Section 24(f) hereof.


 


(yy)    “Trust Agreement”
shall have the meaning set forth in Section 24(f) hereof.


 


Section 2. Appointment of the Rights Agent .
The Company hereby appoints the Rights Agent to act as rights agent for the Company in accordance with the express terms
and conditions hereof (and no implied terms or conditions), and the Rights Agent hereby accepts such appointment. The Company
may from time to time appoint such co-rights agents as it may deem necessary or desirable upon ten (10) calendar days’ prior
written notice to the Rights Agent setting forth the respective duties of the Rights Agent and any co-rights agent. The Rights
Agent has no duty to supervise, and shall in no event be liable for, the acts or omissions of any such co-rights agent. If the
Company appoints one or more co-rights agents, the respective duties of the Rights Agent and any co-rights agents shall be determined
by the Company; provided, that, such duties and determination are consistent with the terms and provisions of this Agreement
and that contemporaneously with such appointment, if any, the Company shall notify the Rights Agent in writing thereof.


 


Section 3. Issuance of Rights Certificates .


 


(a)       Until
the earlier of (i) the Close of Business on the 10th day after the Stock Acquisition Date (or, if the 10th day after the Stock
Acquisition Date occurs before the Record Date, the Close of Business on the Record Date) and (ii) the Close of Business on
the 10th Business Day (or such later date as the Board may determine prior to the occurrence of a Section 11(a)(ii) Event)
after the date of commencement by or on behalf of any Person (other than an Exempt Person) of a tender offer or exchange offer,
if upon consummation thereof, such Person would become an Acquiring Person (the earlier of (i) and (ii) being herein referred
to as the “Distribution Date”), (A) the Rights will be evidenced (subject to Section 3(b) and Section 3(c)
hereof) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates
for shares of Common Stock shall be deemed also to be Rights Certificates) or, in the case of Book Entry Shares, by notation in
book entry, and not by separate certificates, and the registered holders of shares of Common Stock shall also be the registered
holders of the associated Rights, and (B) the Rights will be transferable only in connection with the transfer of the underlying
Common Stock (including a transfer to the Company); provided, however, that, if a tender offer or exchange offer
is terminated prior to the occurrence of a Distribution Date, then no Distribution Date shall occur as a result of such tender
offer or exchange offer. As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent
will countersign (either by manual or facsimile signature), and the Company will send or cause to be sent (and the Rights Agent,
if so requested and provided with all necessary information and documentation, will send), in accordance with Section 26 hereof,
to each record holder of the Common Stock as of the Close of Business on the Distribution Date (other than an Acquiring Person
or any Associate or Affiliate of an Acquiring Person), one or more rights certificates, in substantially the form of Exhibit B
hereto (the “Rights Certificates”), evidencing one Right for each share of Common Stock so held, subject to
adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made
pursuant to Section 11(i) or Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company
shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and
appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates evidencing only whole
numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the
Rights will be evidenced solely by such Rights Certificates and the Rights will be transferable separately from the transfer of
Common Stock. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if
such notification is given orally, the Company shall confirm the same in writing on or prior to the next Business Day. Until such
written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution
Date has not occurred.


 






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(b)       As
promptly as practicable following the Record Date, the Company shall send a copy of a Summary of Rights, in substantially the form
attached hereto as Exhibit C (the “Summary of Rights”), to each record holder of Common Stock
as of the Close of Business on the Record Date in accordance with Section 26 hereof. With respect to certificates representing
Common Stock and Book Entry Shares outstanding as of the Record Date, until the earlier of the Distribution Date and the Expiration
Date, the Rights associated with such Common Stock will be evidenced by such certificates for Common Stock registered in the names
of the holders thereof or Book Entry Shares, as applicable, in each case together with a copy of the Summary of Rights. Until the
earlier of the Distribution Date and the Expiration Date, the surrender for transfer of any share of Common Stock outstanding on
the Record Date (whether evidenced by certificates for Common Stock registered in the names of the holders thereof or Book Entry
Shares), with or without a copy of the Summary of Rights, shall also constitute the transfer of the Right associated therewith.


 


(c)       Rights
shall, without any further action, be issued in respect of all shares of Common Stock that are issued (whether originally issued
or delivered from the Company’s treasury) after the Record Date but prior to the earlier of the Distribution Date and the
Expiration Date and, to the extent provided in Section 22 hereof, in respect of Common Stock issued after the Distribution
Date. Certificates evidencing such Common Stock shall have printed or otherwise affixed to them a legend or statement substantially
in the following form:


 


 






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This
certificate also evidences and entitles the registered holder hereof to certain Rights as set forth in the Rights Agreement
between Fluor Corporation (the “Company”) and the Rights Agent thereunder dated as of March 25, 2020 (the “Rights
Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal
offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate
certificates and will no longer be evidenced by this certificate. The Company will mail to the registered holder of this certificate
a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request
therefor. Under certain circumstances set forth in the Rights Agreement, Rights beneficially owned by any Person who is, was, or
becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether
currently beneficially owned by or on behalf of such Person or by any subsequent beneficial owner, may become null and void.


 


With
respect to any Book Entry Shares, a legend or statement in substantially the form of the foregoing shall be included in the confirmation
or account statement or other notice sent to the record holder of such shares in accordance with applicable law. Until the
earlier of the Distribution Date and the Expiration Date, the Rights associated with the Common Stock evidenced by such certificates
and such Book Entry Shares shall be evidenced by such certificates or the Book Entry Shares alone and the surrender for transfer
of any certificate or Book Entry Shares shall also constitute the transfer of the Rights associated with the Common Stock represented
thereby. In the event the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution
Date, any Rights associated with such Common Stock shall be deemed cancelled and retired so that the Company shall not be entitled
to exercise any Rights associated with such Common Stock that are no longer outstanding. Notwithstanding this Section 3(c),
the omission of a legend or statement shall not affect the enforceability of any part of this Rights Agreement or the rights of
any holder of the Rights.


 


After the Record Date but prior to the earlier
of the Distribution Date and the Expiration Date, if new certificate(s) representing shares of Common Stock are issued in connection
with the transfer, split up, combination, or exchange of certificate(s) representing shares of Common Stock, or if new certificate(s)
representing shares of Common Stock are issued to replace any certificate(s) that have been mutilated, destroyed, lost, or stolen,
then such new certificate(s) shall bear a legend or statement in substantially the form of the foregoing.


 


Section 4. Form of Rights Certificates.
The Rights Certificates (and the forms of election to purchase and of assignment and the certificates contained therein to be
printed on the reverse thereof) shall each be substantially in the form attached hereto as Exhibit B and may
have such marks of identification or designation and such legends, summaries, or endorsements printed thereon as the Company may
deem appropriate (but which do not affect the rights, duties, liabilities, protections or responsibilities of the Rights Agent)
and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any applicable law or
with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may
from time to time be listed, or to conform to usage. Subject to the provisions of Sections 7, 11, 13, 22, 23, 24 and 27 hereof,
the Rights Certificates, whenever distributed, shall be dated as of the Record Date and on their face shall entitle the registered
holders thereof to purchase such number of one one-thousandths of a share of Preferred Stock as shall be set forth therein at
the Purchase Price, but the amount and type of securities or other assets that may be acquired upon the exercise of each Right
and the Purchase Price thereof shall be subject to adjustment as provided herein. The Company shall give written notice to the
Rights Agent promptly after it becomes aware of the existence of any Acquiring Person, and until such written notice is received
by the Rights Agent, the Rights Agent may presume for all purposes that no such Acquiring Person exists.


 






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Section 5. Countersignature and Registration.


 


(a)       The
Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President,
or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a
facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company or by such officers as the
Board may designate, either manually or by facsimile signature. The Rights Certificates shall be countersigned by an authorized
signatory of the Rights Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless
so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such
officer of the Company before countersignature by an authorized signatory of the Rights Agent and issuance and delivery by the
Company, such Rights Certificates, nevertheless, may be countersigned by an authorized signatory of the Rights Agent and issued
and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased
to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the
actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate,
although at the date of the execution of this Agreement any such person was not such an officer. In case any authorized signatory
of the Rights Agent who has countersigned any of the Rights Certificates ceases to be an authorized signatory of the Rights Agent
before issuance and delivery by the Company, such Rights Certificates, nevertheless, may be issued and delivered by the Company
with the same force and effect as though the person who countersigned such Rights Certificates had not ceased to be an authorized
signatory of the Rights Agent; and any Rights Certificates may be countersigned on behalf of the Rights Agent by any person who,
at the actual date of the countersignature of such Rights Certificate, is properly authorized to countersign such Rights Certificate,
although at the date of the execution of this Agreement any such person was not so authorized.





 






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(b)       Following
the Distribution Date and upon receipt by the Rights Agent of notice to that effect and all other relevant information and documents
referred to in Section 3(a), the Rights Agent will keep, or cause to be kept, at its office or offices designated as the appropriate
place for surrender of Rights Certificates upon exercise or transfer, books for registration and transfer of the Rights
Certificates issued hereunder. Such books shall show the names and addresses of the respective registered holders of the Rights
Certificates, the number of Rights evidenced on its face by each of the Rights Certificates, and the date of each of the Rights
Certificates.


 


Section 6. Transfer, Split-Up, Combination,
and Exchange of Rights Certificates; Mutilated, Destroyed, Lost, or Stolen Rights Certificates.


 


(a)       Subject
to the provisions of Section 7(e) and Section 14 hereof, at any time after the Close of Business on the Distribution
Date, and at or prior to the Close of Business on the Expiration Date, any Rights Certificate or Certificates (other than Rights
Certificates evidencing Rights that have become null and void pursuant to Section 7(e) or that have been redeemed or exchanged
pursuant to Section 23 or Section 24 hereof) may be transferred, split-up, combined, or exchanged for another Rights
Certificate or Certificates, entitling the registered holder to purchase a like number of one one-thousandths of a share of Preferred
Stock (or, following the occurrence of a Triggering Event, Common Stock, other securities, cash, or other assets, as the case may
be) as the Rights Certificate or Certificates surrendered then entitles such holder (or former holder in the case of a transfer)
to purchase. Any registered holder desiring to transfer, split-up, combine, or exchange any Rights Certificate or Certificates
shall make such request in writing delivered to the Rights Agent, and shall surrender the Rights Certificate or Certificates to
be transferred, split-up, combined, or exchanged, with the form of assignment and certificate contained therein properly completed
and duly executed, at the office or offices of the Rights Agent designated for such purpose with all signatures guaranteed by an
eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association (“signature
guarantee”). Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to
the transfer of any such surrendered Rights Certificate until the registered holder shall have properly completed and duly signed
the certificate contained in the form of assignment on the reverse side of such Rights Certificate and shall have provided such
additional evidence, as the Company or the Rights Agent may reasonably request, of the identity of the Beneficial Owner (or former
Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request. Thereupon the Rights Agent shall,
subject to Section 7(e), Section 14, and Section 24 hereof, countersign (by manual or facsimile signature) and deliver
to the Person entitled thereto a Rights Certificate or Rights Certificates, as the case may be, as so requested. The Company may
require payment from a registered holder of a Rights Certificate of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer, split-up, combination, or exchange of Rights Certificates. The Rights Agent shall
have no duty or obligation to take any action under any section of this Rights Agreement which requires the payment by a registered
holder of applicable taxes and/or charges unless and until it is reasonably satisfied that all such taxes and/or charges have been
paid.


 


 






    	 	12	 



     


    

 


(b)       Upon
receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction, or mutilation
of a Rights Certificate, and, in case of loss, theft, or destruction, of indemnity or security reasonably satisfactory to
them, along with a signature guarantee and such other and further documentation as the Company or the Rights Agent may reasonably
request, and reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender
to the Rights Agent and cancellation of the Rights Certificate, if mutilated, the Company will execute and deliver a new Rights
Certificate of like tenor to the Rights Agent for countersignature and delivery to the registered holder in lieu of the Rights
Certificate so lost, stolen, destroyed, or mutilated.


 


Section 7. Exercise of Rights; Purchase
Price; Expiration Date of Rights.


 


(a)       Subject
to Section 7(e) hereof, at any time after the Distribution Date the registered holder of any Rights Certificate may exercise
the Rights evidenced thereby (except as otherwise provided herein including, without limitation, the restrictions on exercisability
set forth in Section 9(c) and Section 11(a)(iii) hereof) in whole or in part upon surrender of the Rights Certificate,
with the form of election to purchase and the certificate contained therein properly completed and duly executed, to the Rights
Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase
Price with respect to the total number of one one-thousandths of a share of Preferred Stock (or, following the occurrence of a
Triggering Event, Common Stock, other securities, cash, or other assets, as the case may be) as to which such surrendered Rights
are then exercisable and an amount equal to any tax or charge required to be paid under Section 9(e), at or prior to the earliest
of (i) the Close of Business on December 31, 2020 (the “Final Expiration Date”), (ii) the time at
which the Rights are redeemed as provided in Section 23 hereof, and (iii) the time at which the Rights are exchanged
in full as provided in Section 24 hereof (the earliest of (i), (ii), and (iii) being herein referred to as the “Expiration
Date”). Except for those provisions herein that expressly survive the termination of this Agreement, this Agreement shall
terminate upon the earlier of the Expiration Date and such time as all outstanding Rights have been exercised, redeemed or exchanged
hereunder (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof).


 


(b)       The
purchase price for each one one-thousandth of a share of Preferred Stock pursuant to the exercise of a Right initially shall be
$50.00, shall be subject to adjustment from time to time as provided in Section 11 and Section 13(a) hereof, and
shall be payable in accordance with Section 7(c) hereof (such purchase price, as so adjusted, the “Purchase Price”).


 


 






    	 	13	 



     


    

 


(c)       Upon
receipt of a Rights Certificate evidencing exercisable Rights, with the form of election to purchase and the certificate contained
therein properly completed and duly executed, accompanied by payment, with respect to each Right so exercised, of the Purchase
Price per one one-thousandth of a share of Preferred Stock (or, following the occurrence of a Triggering Event, Common Stock, other
securities, cash, or other assets, as the case may be) to be purchased as set forth below and an amount equal to any applicable
tax or charge required to be paid by the holder of such Rights Certificate in accordance with Section 9 hereof, or evidence
satisfactory to the Company of payment of such tax or charge, the Rights Agent shall, subject to Section 20(k) hereof,
thereupon promptly (i) (A) requisition from any transfer agent of the shares of Preferred Stock (or make available, if
the Rights Agent is the transfer agent for such shares) certificates for the total number of one one-thousandths of a share of
Preferred Stock to be purchased and the Company hereby irrevocably authorizes its transfer agent to comply with all such requests,
or (B) if the Company shall have elected to deposit the total number of shares of Preferred Stock issuable upon exercise of
the Rights hereunder with a depositary agent, requisition from the depositary agent depositary receipts evidencing such number
of one one-thousandths of a share of Preferred Stock as are to be purchased (in which case certificates for Preferred Stock evidenced
by such receipts shall be deposited by the transfer agent with the depositary agent) and the Company will direct the depositary
agent to comply with such request, (ii) when necessary to comply with this Agreement, requisition from the Company the amount
of cash, if any, to be paid in lieu of fractional shares in accordance with Section 14 hereof, (iii) after receipt of
such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such
Rights Certificate, registered in such name or names as may be designated by such holder, and (iv) after receipt thereof,
deliver such cash, if any, to or upon the order of the registered holder of such Rights Certificate. The payment of the Purchase
Price (as such amount may be reduced pursuant to Section 11(a)(iii) hereof) shall be made in cash or by certified bank check
or bank draft payable to the order of the Company. In the event that the Company is obligated to issue other securities (including
Common Stock) of the Company, pay cash, or distribute other property pursuant to Section 11(a) hereof, the Company will make
all arrangements necessary so that such other securities, cash, or other property are available for distribution by the Rights
Agent, if and when necessary to comply with this Agreement. The Company reserves the right to require prior to the occurrence of
a Triggering Event that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Preferred Stock
would be issued.


 


(d)       In
case the registered holder of any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new Rights Certificate
evidencing the Rights remaining unexercised shall be issued by the Rights Agent and delivered to, or upon the order of, the registered
holder of such Rights Certificate, registered in such name or names as may be designated by such holder, subject to the provisions
of Sections 6 and 14 hereof.


 


(e)       Notwithstanding
anything in this Agreement to the contrary, from and after the first occurrence of a Section 11(a)(ii) Event, any Rights beneficially
owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, (ii) a transferee of an
Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a
transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee prior to or concurrently with
the Acquiring Person becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration)
from the Acquiring Person (or any such Associate of Affiliate) to holders of equity interests in such Acquiring Person (or any
such Associate or Affiliate) or to any Person with whom the Acquiring Person (or any such Associate of Affiliate) has any continuing
agreement, arrangement, or understanding (whether or not in writing) regarding the transferred Rights, shares of Common Stock,
or the Company or (B) a transfer that the Board, in its sole discretion, has determined is part of a plan, arrangement, or
understanding (whether or not in writing) that has as a primary purpose or effect the avoidance of the provisions of this Section 7(e),
shall become null and void without any further action and no holder of such Rights shall have any rights or preferences whatsoever
with respect to such Rights, whether under any provision of this Agreement, the Rights Certificates, or otherwise. The Company
shall use all reasonable efforts to ensure that the provisions of this Section 7(e) are complied with, but shall have no liability
to any holder of Rights Certificates or any other Person as a result of its failure to make any determinations with respect to
an Acquiring Person or any of its Affiliates, Associates, or transferees hereunder.


 


 



    	 	14	 



     


    




 


(f)       Notwithstanding
anything in this Agreement or any Rights Certificate to the contrary, neither the Rights Agent nor the Company shall be obligated
to undertake any action with respect to a registered holder of a Rights Certificate upon the occurrence of any purported exercise
as set forth in this Section 7 by such registered holder unless such registered holder shall have (i) properly completed
and duly signed the certificate contained in the form of election to purchase set forth on the reverse side of the Rights
Certificate surrendered for such exercise, and (ii) provided such additional evidence of the identity of the Beneficial Owner
(or former Beneficial Owner) of the Rights represented by such Rights Certificate or Affiliates or Associates thereof as the Company
or the Rights Agent shall reasonably request.


 


Section 8. Cancellation and Destruction
of Rights Certificates. All Rights Certificates
surrendered for the purpose of exercise, transfer, split-up, combination, or exchange shall, if surrendered to the Company or
any of its agents, be delivered to the Rights Agent for cancellation or in cancelled form, or, if surrendered to the Rights
Agent, shall be cancelled by it, and no Rights Certificates shall be issued in lieu thereof except as expressly permitted by any
of the provisions of this Agreement. The Company shall deliver to the Rights Agent for cancellation and retirement, and the Rights
Agent shall so cancel and retire, any other Rights Certificate purchased or acquired by the Company otherwise than upon the exercise
thereof. The Rights Agent shall deliver all cancelled Rights Certificates to the Company, or shall, at the written request of
the Company, destroy such cancelled Rights Certificates, and in such case shall deliver a certificate of destruction thereof to
the Company.


 


Section 9. Reservation and Availability
of Capital Stock.


 


(a)       The
Company covenants and agrees that at all times prior to the Expiration Date it will cause to be reserved and kept available out
of its authorized and unissued shares of Preferred Stock and/or out of any shares of Preferred Stock held in its treasury (and
following the occurrence of a Triggering Event, out of the authorized but unissued shares of such other equity securities of the
Company as may be issuable upon exercise of the Rights and/or out of any shares of such securities held in its treasury), the number
of shares of Preferred Stock (and following the occurrence of a Triggering Event, the number of shares of such other equity securities
of the Company) that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with Section 7
hereof. Upon the occurrence of any events resulting in the increase in the aggregate number of shares of Preferred Stock (or other
equity securities of the Company) issuable upon exercise of all outstanding Rights above the number then reserved, the Company
shall make appropriate increases in the number of shares so reserved.


 


 



    	 	15	 



     


    




 


(b)       So
long as the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock or other securities, as the case
may be) issuable and deliverable upon the exercise of the Rights may be listed on any national securities exchange or quoted on
a quotation system, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable
through the Expiration Date, all shares reserved for such issuance to be listed on such exchange or quoted on such quotation system,
as the case may be, upon official notice of issuance upon such exercise.


 


(c)       The
Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first
occurrence of a Section 11(a)(ii) Event on which the consideration to be delivered by the Company upon exercise of the Rights
has been determined in accordance with Section 11(a) hereof, a registration statement on an appropriate form under the Act,
with respect to the securities purchasable upon exercise of the Rights, (ii) cause such registration statement to become effective
as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus
at all times meeting the requirements of the Act) until the earlier of (A) the date as of which the Rights are no longer exercisable
for such securities, and (B) the date of the expiration of the Rights. The Company will also take such action as may be appropriate
under, or to ensure compliance with, the securities or “blue sky” laws of the various states in connection with the
exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed 90 days after the date set
forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare
and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public
announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at
such time as the suspension is no longer in effect. The Company shall notify the Rights Agent in writing whenever it makes a public
announcement pursuant to this Section 9(c) and give the Rights Agent a copy of such announcement. In addition, if the Company shall
determine that a registration statement is required following the Distribution Date, the Company similarly may temporarily suspend
the exercisability of the Rights until such time as a registration statement has been declared effective and give prompt written
notice of the same to the Rights Agent. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be
exercisable in any jurisdiction if the requisite qualification in such jurisdiction shall not have been obtained, or the exercise
thereof shall not be permitted under applicable law, or a registration statement shall not have been declared effective.


 


(d)       The
Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Stock (and,
following the occurrence of a Triggering Event, Common Stock or other securities, as the case may be) delivered upon exercise of
the Rights shall, at the time of delivery of such shares (subject to payment of the Purchase Price), be duly and validly authorized
and issued and fully paid and nonassessable.


 






    	 	16	 



     


    




 


(e)       The
Company further covenants and agrees that it will pay when due and payable any and all taxes and charges that may be payable in
respect of the issuance or delivery of the Rights Certificates and of any certificates for Preferred Stock (or, following the occurrence
of a Triggering Event, Common Stock or other securities, as the case may be) upon the exercise of Rights. The Company shall not,
however, be required to pay any tax that may be payable in respect of any transfer or delivery of Rights Certificates to a Person
other than, or the issuance or delivery of Preferred Stock (or, following the occurrence of a Triggering Event, Common Stock or
other securities, as the case may be) in a name other than that of the registered holder of the Rights Certificates evidencing
Rights surrendered for exercise or to issue or deliver any certificates for Preferred Stock (or, following the occurrence of a
Triggering Event, Common Stock or other securities, as the case may be) in a name other than that of the registered holder upon
the exercise of any Rights until such tax or charge shall have been paid (any such tax or charge being payable by the registered
holder of such Rights Certificates at the time of surrender) or until it has been established to the Company’s or Rights
Agent’s satisfaction that no such tax or charge is due.


 


Section 10. Preferred Stock Record Date.
Each Person in whose name any certificate or entry in the book entry account system of the transfer agent for Preferred Stock
(or, following the occurrence of a Triggering Event, Common Stock or other securities, as the case may be) is issued upon the
exercise of Rights shall for all purposes be deemed to have become the holder of record of such Preferred Stock (or, following
the occurrence of a Triggering Event, Common Stock or other securities, as the case may be) evidenced thereby on, and such certificate
or entry in the book entry account system of the transfer agent shall be dated, the date upon which the Rights Certificate evidencing
such Rights was duly surrendered and payment of the Purchase Price (and all applicable taxes or charges) was made; provided,
however, that if the date of such surrender and payment is a date upon which the Preferred Stock (or, following the occurrence
of a Triggering Event, Common Stock or other securities, as the case may be) transfer books of the Company are closed, such Person
shall be deemed to have become the record holder of such securities (fractional or otherwise) on, and such certificate or entry
in the book entry account system of the transfer agent shall be dated, the next succeeding Business Day on which the Preferred
Stock (or, following the occurrence of a Triggering Event, Common Stock or other securities, as the case may be) transfer books
of the Company are open. Prior to the exercise of the Rights evidenced thereby, the registered holder of a Rights Certificate
shall not be entitled to any rights of a stockholder of the Company with respect to shares for which the Rights shall be exercisable,
including, without limitation, the right to vote, to receive dividends or other distributions, or to exercise any preemptive rights,
and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.





 


Section 11. Adjustment of Purchase
Price, Number and Kind of Shares, or Number of Rights.
The Purchase Price, the number and kind of shares, or fractions thereof, purchasable upon exercise of each Right, and the
number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.


 


 



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(a)(i)In
the event the Company shall at any time after the date of this Agreement (A) declare or pay a dividend on the shares of Preferred
Stock payable in shares of Preferred Stock, (B) subdivide or split the outstanding shares of Preferred Stock, (C) combine
or consolidate the outstanding shares of Preferred Stock into a smaller number of shares, or (D) issue any shares of its capital
stock in a reclassification of the shares of Preferred Stock (including any such reclassification in connection with a consolidation
or merger in which the Company is the continuing or surviving corporation), except as otherwise provided in this Section 11(a)
and Section 7(e) hereof, the Purchase Price in effect at the time of the record date for such dividend or of the effective
date of such subdivision, split, combination, consolidation, or reclassification, and the number and kind of shares (or fractions
thereof) of Preferred Stock (or other capital stock, as the case may be), issuable on such date, shall be proportionately adjusted
so that the registered holder of any Right exercised after such time shall be entitled to receive, upon payment of the Purchase
Price then in effect, the aggregate number and kind of shares (or fractions thereof) of Preferred Stock (or other capital stock,
as the case may be), which, if such Right had been exercised immediately prior to such date (whether or not such Right was then
exercisable) and at a time when the Preferred Stock (or other capital stock, as the case may be) transfer books of the Company
were open, such holder would have owned upon such exercise and been entitled to receive by virtue of such dividend, subdivision,
split, combination, consolidation, or reclassification; provided, however, that in no event shall the consideration
to be paid upon the exercise of one Right be less than the aggregate par value of the shares (or fractions thereof) of capital
stock of the Company issuable upon the exercise of one Right. If an event occurs that would require an adjustment under both this
Section 11(a)(i) and Section 11(a)(ii) hereof, the adjustment provided for in this Section 11(a)(i) shall be in
addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii) hereof.


 


(ii)       In
the event any Person shall become an Acquiring Person (a “Section 11(a)(ii) Event”), then, promptly
following the occurrence of such Section 11(a)(ii) Event, proper provision shall be made so that each registered holder of
a Right (except as provided below and in Section 7(e), Section 13 and Section 24 hereof) shall thereafter have the
right to receive, upon exercise thereof at a price equal to the then current Purchase Price in accordance with the terms of this
Agreement, in lieu of a number of one one-thousandths of a share of Preferred Stock, such number of shares of Common Stock as shall
equal the result obtained by (A) multiplying the then current Purchase Price by the then number of one one-thousandths of
a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii)
Event, and (B) dividing that product (which, following such first occurrence, shall thereafter be referred to as the “Purchase
Price” for each Right and for all purposes of this Agreement other than Section 13 hereof) by 50% of the Current
Market Price per share of Common Stock on the date of such first occurrence (such number of shares of Common Stock, the “Adjustment
Shares”).


 


 






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(iii)       In
the event that (A) the number of shares of Common Stock authorized by the Certificate of Incorporation, but which are
not outstanding or reserved for issuance for purposes other than upon exercise of the Rights, are not sufficient to permit the
exercise in full of the Rights in accordance with Section 11(a)(ii) hereof or (B) the Board otherwise shall determine
to do so in its sole discretion, the Company, acting by resolution of the Board, shall (1) determine the value of the Adjustment
Shares issuable upon the exercise of a Right (the “Current Value”), and (2) with respect to each Right
(subject to Section 7(e) hereof), make adequate provision to substitute for the Adjustment Shares, upon the exercise of such
Right and payment of the applicable Purchase Price, (u) cash, (v) a reduction in the Purchase Price, (w) Common
Stock or other equity securities of the Company (including, without limitation, shares, or units of shares, of preferred stock,
such as the Preferred Stock, which the Board has deemed to have essentially the same value or economic rights as Common Stock (such
shares of preferred stock being referred to as “Common Stock Equivalents”)), (x) debt securities of the
Company, (y) other assets, or (z) any combination of the foregoing, having an aggregate value equal to the Current Value,
where such aggregate value has been determined by the Board based upon the advice of a nationally recognized investment banking
firm selected by the Board; provided, however, that, if, under the circumstances set forth in clause (A) above,
the Company shall not have made adequate provision to deliver value pursuant to clause (2) above within 30 days following
the first occurrence of a Section 11(a)(ii) Event, then the Company shall be obligated to deliver, upon the surrender for
exercise of a Right and without requiring payment of the Purchase Price, Common Stock (to the extent available) and then, if necessary,
cash, which shares and cash have an aggregate value equal to the Spread. For purposes of the preceding sentence, the term “Spread”
shall mean the excess of the Current Value over the Purchase Price. If the Board determines in good faith that it is likely that
sufficient additional Common Stock could be authorized for issuance upon exercise in full of the Rights, the 30-day period set
forth above may be extended to the extent necessary, but not more than 90 days following the first occurrence of a Section 11(a)(ii)
Event, in order that the Company may seek stockholder approval for the authorization of such additional shares (such 30-day period,
as it may be extended, is herein called the “Substitution Period”). To the extent that action is to be taken
pursuant to the first or third sentences of this Section 11(a)(iii), the Company shall provide, subject to Section 7(e)
hereof, that such action shall apply uniformly to all outstanding Rights, and the Company may suspend the exercisability of the
Rights until the expiration of the Substitution Period in order to seek such stockholder approval for such authorization of additional
shares or to decide the appropriate form of distribution to be made pursuant to such first sentence and to determine the value
thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of
the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect.
For purposes of this Section 11(a)(iii), the value of each Adjustment Share shall be the Current Market Price per share of
Common Stock on the date of the first occurrence of a Section 11(a)(ii) Event and the per share or per unit value of any Common
Stock Equivalent shall be deemed to equal the Current Market Price per share of Common Stock on such date.


 


(b)       In
case the Company shall fix a record date for the issuance of rights, options, or warrants to all registered holders of Preferred
Stock entitling them to subscribe for or purchase (for a period expiring within 45 calendar days after such record date) Preferred
Stock (or shares having the same rights, privileges, and preferences as the shares of Preferred Stock (“Equivalent Preferred
Stock”)) or securities convertible into shares of Preferred Stock or Equivalent Preferred Stock at a price per share
of Preferred Stock or Equivalent Preferred Stock (or having a conversion price per share, if a security convertible into shares
of Preferred Stock or Equivalent Preferred Stock) less than the Current Market Price per share of Preferred Stock on such record
date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect
immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Preferred Stock outstanding
on such record date plus the number of shares of Preferred Stock that the aggregate subscription or offering price of the total
number of shares of Preferred Stock and/or Equivalent Preferred Stock so to be offered (and/or the aggregate initial conversion
price of the convertible securities so to be offered) would purchase at such Current Market Price, and the denominator of which
shall be the number of shares of Preferred Stock outstanding on such record date plus the number of additional shares of Preferred
Stock and/or Equivalent Preferred Stock to be offered for subscription or purchase (or into which the convertible securities so
to be offered are initially convertible). In case such subscription price may be paid by delivery of consideration, part or all
of which may be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose
determination shall be described in a statement filed with the Rights Agent and shall be binding and conclusive for all purposes
on the Rights Agent and the holder of the Rights. Preferred Stock owned by or held for the account of the Company or any Subsidiary
shall not be deemed outstanding for the purpose of any such computation. Such adjustments shall be made successively whenever such
a record date is fixed, and in the event that such rights, options, or warrants are not so issued, the Purchase Price shall be
adjusted to be the Purchase Price that would then be in effect if such record date had not been fixed.


 






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(c)       In
case the Company shall fix a record date for a distribution to all registered holders of Preferred Stock (including any such distribution
made in connection with a consolidation or merger in which the Company is the continuing or surviving corporation) of cash
(other than a regular periodic cash dividend out of the earnings or retained earnings of the Company), assets (other than a dividend
payable in shares of Preferred Stock, but including any dividend payable in stock other than Preferred Stock) or evidences of indebtedness,
or of subscription rights, options or warrants (excluding those referred to in Section 11(b) hereof), the Purchase Price to
be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record
date by a fraction, the numerator of which shall be the Current Market Price per share of Preferred Stock on such record date,
less the fair market value (as determined in good faith by the Board, whose determination shall be described in a statement filed
with the Rights Agent and shall be binding and conclusive for all purposes on the Rights Agent and the holders of the Rights) of
the portion of the cash, assets or evidences of indebtedness so to be distributed, or of such subscription rights, options or warrants
applicable to a share of Preferred Stock, and the denominator of which shall be such Current Market Price per share of Preferred
Stock. Such adjustments shall be made successively whenever such a record date is fixed, and in the event that such distribution
is not so made, the Purchase Price shall be adjusted to be the Purchase Price that would then be in effect if such record date
had not been fixed.


 


(d)(i)For
the purpose of any computation hereunder, other than computations made pursuant to Section 11(a)(iii) hereof, the “Current
Market Price” per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per
share of Common Stock for the 30 consecutive Trading Days immediately prior to such date, and for purposes of computations made
pursuant to Section 11(a)(iii) hereof, the “Current Market Price” per share of Common Stock on any date
shall be deemed to be the average of the daily closing prices per share of Common Stock for the 10 consecutive Trading Days immediately
following such date; provided, however, that in the event that the Current Market Price per share of Common Stock
is determined during a period following the announcement by the issuer of (A) a dividend or distribution on such Common Stock
payable in shares of Common Stock or securities convertible into such Common Stock (other than the Rights), or (B) any subdivision,
combination, or reclassification of such Common Stock, and the ex-dividend date for such dividend or distribution, or the record
date for such subdivision, combination, or reclassification shall not have occurred prior to the commencement of the requisite
30-Trading Day or 10-Trading Day period, as set forth above, then, and in each such case, the Current Market Price shall be properly
adjusted to take into account ex-dividend trading. The closing price for each day shall be the last sale price, regular way, or,
in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported
in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New
York Stock Exchange or, if the Common Stock is not listed or admitted to trading on the New York Stock Exchange, as reported in
the principal consolidated transaction reporting system with respect to securities listed on the principal national securities
exchange on which the Common Stock is listed or admitted to trading or, if the Common Stock is not listed or admitted to trading
on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices
in the over-the-counter market, as reported on a quotation system then in use, or, if on any such date the Common Stock is not
so quoted, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common
Stock selected by the Board. If on any such date the Common Stock is not publicly held and is not so listed, admitted to trading,
or quoted, and no market maker is making a market in the Common Stock, the “Current Market Price” per share
of Common Stock shall mean the fair value per share on such date as determined in good faith by the Board, which determination
shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes. The term “Trading
Day” shall mean a day on which the principal national securities exchange on which the Common Stock is listed or admitted
to trading is open for the transaction of business or, if the Common Stock is not listed or admitted to trading on any national
securities exchange, a Business Day.


 






    	 	20	 



     


    

 


 


(ii)       For
the purpose of any computation hereunder, the “Current Market Price” per share of Preferred Stock shall be determined
in the same manner as set forth above for the Common Stock in Section 11(d)(i) hereof (other than the penultimate sentence
thereof). If the Current Market Price per share of Preferred Stock cannot be determined in the manner provided above or if the
shares of Preferred Stock are not publicly held or listed, admitted to trading, or quoted in a manner described in Section 11(d)(i)
hereof, the Current Market Price per share of Preferred Stock shall be conclusively deemed to be an amount equal to 1,000 (as such
number may be appropriately adjusted for such events as stock splits, stock dividends, and recapitalizations with respect to the
Common Stock occurring after the date of this Agreement) multiplied by the Current Market Price per share of Common Stock. If neither
the Common Stock nor the Preferred Stock is publicly held or listed, admitted to trading, or quoted, the “Current Market
Price” per share of Preferred Stock shall mean the fair value per share as determined in good faith by the Board, whose
determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes. For all purposes
of this Agreement, the Current Market Price of one one-thousandth of a share of Preferred Stock shall be equal to the Current Market
Price of one share of Preferred Stock divided by 1,000.


 


 






    	 	21	 



     


    

 


 


(e)       Anything
herein to the contrary notwithstanding, no adjustment in the Purchase Price shall be required unless such adjustment would require
an increase or decrease of at least 1% in the Purchase Price; provided, however, that any adjustments which
by reason of this Section 11(e) are not required to be made shall be carried forward and taken into account in any subsequent
adjustment. All calculations under this Section 11 shall be made to the nearest cent or to the nearest ten-thousandth of a
share of Common Stock or other share or ten-millionth of a share of Preferred Stock, as the case may be. Notwithstanding the first
sentence of this Section 11(e), any adjustment required by this Section 11 shall be made no later than the earlier of
(i) three years from the date of the transaction that mandates such adjustment and (ii) the Expiration Date.


 


(f)       If
as a result of an adjustment made pursuant to Section 11(a)(ii) or Section 13(a) hereof, the registered holder of any
Right thereafter exercised shall become entitled to receive any shares of capital stock other than Preferred Stock, thereafter
the number of such other shares so receivable upon exercise of any Right and the Purchase Price thereof shall be subject
to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to
the Preferred Stock contained in Sections 11(a), (b), (c), (d), (e), (g), (h), (i), (j), (k), (l) and (m), and the provisions
of Sections 7, 9, 10, 13, and 14 hereof with respect to the Preferred Stock shall apply on like terms to any such other shares.


 


(g)       All
Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall evidence the right
to purchase, at the adjusted Purchase Price, the number of one one-thousandths of a share of Preferred Stock (or other securities
or amount of cash or combination thereof) purchasable from time to time hereunder upon exercise of the Rights, all subject to further
adjustment as provided herein.


 


(h)       Unless
the Company shall have exercised its election as provided in Section 11(i) hereof, upon each adjustment of the Purchase Price
as a result of the calculations made in Section 11(b) and Section 11(c) hereof, each Right outstanding immediately prior
to the making of such adjustment shall thereafter evidence the right to purchase, at the adjusted Purchase Price, that number of
one one-thousandths of a share of Preferred Stock (calculated to the nearest ten-millionth) obtained by (i) multiplying (A) the
number of one one-thousandths of a share of Preferred Stock covered by a Right immediately prior to this adjustment, by (B) the
Purchase Price in effect immediately prior to such adjustment of the Purchase Price, and (ii) dividing the product so obtained
by the Purchase Price in effect immediately after such adjustment of the Purchase Price.


 






    	 	22	 



     


    

 


 


(i)       The
Company may elect on or after the date of any adjustment of the Purchase Price to adjust the number of Rights, in lieu of any adjustment
in the number of one one-thousandths of a share of Preferred Stock purchasable upon the exercise of a Right pursuant to
Section 11(h) hereof. Each of the Rights outstanding after the adjustment in the number of Rights shall be exercisable for
the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable immediately prior to such adjustment.
Each Right held of record prior to such adjustment of the number of Rights shall become that number of Rights (calculated to the
nearest one ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase Price
by the Purchase Price in effect immediately after adjustment of the Purchase Price. The Company shall make a public announcement
of its election to adjust the number of Rights, indicating the record date for the adjustment, and, if known at the time, the amount
of the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but,
if the Rights Certificates have been issued, shall be at least 10 days later than the date of the public announcement. If Rights
Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section 11(i), the Company shall,
as promptly as practicable, cause to be distributed to holders of record of Rights Certificates on such record date Rights Certificates
evidencing, subject to Section 14 hereof, the additional Rights to which such holders shall be entitled as a result of such
adjustment, or, at the option of the Company, shall cause to be distributed to such holders of record in substitution and replacement
for the Rights Certificates held by such holders prior to the date of adjustment, and upon surrender thereof, if required by the
Company, new Rights Certificates evidencing all the Rights to which such holders shall be entitled after such adjustment. Rights
Certificates so to be distributed shall be issued, executed, and countersigned in the manner provided for herein (and may bear,
at the option of the Company, the adjusted Purchase Price) and shall be registered in the names of the holders of record of Rights
Certificates on the record date specified in the public announcement.


 


(j)       Irrespective
of any adjustment or change in the Purchase Price or the number of one one-thousandths of a share of Preferred Stock issuable upon
the exercise of the Rights, the Rights Certificates theretofore and thereafter issued may continue to express the Purchase Price
per one one-thousandth of a share of Preferred Stock and the number of one one-thousandths of a share of Preferred Stock that were
expressed in the initial Rights Certificates issued hereunder.


 


(k)       Before
taking any action that would cause an adjustment reducing the Purchase Price below the then par value, if any, of the number of
one one-thousandths of a share of Preferred Stock issuable upon exercise of the Rights, the Company shall take any corporate action
that may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue, fully paid
and nonassessable, such number of one one-thousandths of a share of Preferred Stock at such adjusted Purchase Price.


 


(l)       In
any case in which this Section 11 shall require that an adjustment in the Purchase Price be made effective as of a record
date for a specified event, the Company may elect to defer until the occurrence of such event the issuance to the registered
holder of any Right exercised after such record date of the number of one one-thousandths of a share of Preferred Stock and other
capital stock or securities of the Company, if any, issuable upon such exercise over and above the number of one one-thousandths
of a share of Preferred Stock and other capital stock or securities of the Company, if any, issuable upon such exercise on the
basis of the Purchase Price in effect prior to such adjustment; provided, however, that the Company shall deliver
to such holder a due bill or other appropriate instrument evidencing such holder’s right to receive such additional shares
(fractional or otherwise) or securities upon the occurrence of the event requiring such adjustment.


 






    	 	23	 



     


    

 


 


(m)       Anything
in this Section 11 to the contrary notwithstanding, prior to the Distribution Date the Company shall be entitled to make such
reductions in the Purchase Price, in addition to those adjustments expressly required by this Section 11, as and to
the extent that in its good faith judgment the Board shall determine to be advisable in order that any (i) consolidation or
subdivision of the Preferred Stock, (ii) issuance wholly for cash of any Preferred Stock at less than the Current Market Price,
(iii) issuance wholly for cash of Preferred Stock or securities that by their terms are convertible into or exchangeable for
Preferred Stock, (iv) stock dividends, or (v) issuance of rights, options, or warrants referred to in this Section 11,
hereafter made by the Company to registered holders of its Preferred Stock shall not be taxable to such stockholders or shall reduce
the taxes payable by such holders.


 


(n)       The
Company covenants and agrees that in the event that a Section 11(a)(ii) Event occurs and the Rights shall then be outstanding,
it shall not, (i) consolidate with any other Person (other than a direct or indirect wholly owned Subsidiary of the Company
in a transaction that complies with Section 11(o) hereof), (ii) merge with or into any other Person (other than
a direct or indirect wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or
(iii) sell or otherwise transfer (or permit any Subsidiary to sell or otherwise transfer), in one transaction, or a series
of related transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its
Subsidiaries (taken as a whole and calculated on the basis of the Company’s most recent regularly prepared financial statements)
to any other Person or Persons (other than the Company and/or any of its direct or indirect wholly owned Subsidiaries in one or
more transactions, each of which complies with Section 11(o) hereof), if (A) at the time of or immediately after such
consolidation, merger, sale, or transfer there are any charter or bylaw provisions, rights, warrants, or other instruments or securities
outstanding or agreements in effect that would substantially diminish or otherwise eliminate the benefits intended to be afforded
by the Rights or (B) prior to, simultaneously with, or immediately after such consolidation, merger, sale, or transfer the
stockholders of the Person who constitutes, or would constitute, the “Principal Party” for purposes of Section 13(a)
hereof shall have received a distribution of Rights previously owned by such Person or any of its Affiliates and Associates; provided,
however, this Section 11(n) shall not affect the ability of any Subsidiary of the Company to consolidate with, merge
with or into, or sell or transfer assets or earning power to, any other Subsidiary of the Company.


 


(o)       The
Company covenants and agrees that in the event that a Section 11(a)(ii) Event occurs and the Rights shall then be outstanding,
it will not, except as permitted by Section 23, Section 24, or Section 27 hereof, take (or permit any Subsidiary
to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially
or otherwise eliminate the benefits intended to be afforded by the Rights.


 






    	 	24	 



     


    




 


(p)       Anything
in this Agreement to the contrary notwithstanding, in the event that the Company shall at any time after the Rights Dividend Declaration
Date and prior to the Distribution Date (i) declare or pay a dividend on the outstanding Common Stock payable in shares
of Common Stock, (ii) subdivide or split the outstanding Common Stock, or (iii) combine or consolidate the outstanding
Common Stock into a smaller number of shares, the number of Rights associated with each share of Common Stock then outstanding,
or issued or delivered thereafter but prior to the Distribution Date (or issued or delivered on or after the Distribution Date
pursuant to Section 22 hereof), shall be proportionately adjusted so that the number of Rights thereafter associated with
each share of Common Stock following any such event shall equal the result obtained by multiplying the number of Rights associated
with each share of Common Stock immediately prior to such event by a fraction, the numerator of which shall be the total number
of shares of Common Stock outstanding immediately prior to the occurrence of the event and the denominator of which shall be the
total number of shares of Common Stock outstanding immediately following the occurrence of such event. The adjustment provided
for in this Section 11(p) shall be made successively whenever such a dividend is declared or paid or such a subdivision, split,
combination, or reclassification is effected. If an event occurs that would require an adjustment under Section 11(a)(ii)
and this Section 11(p), the adjustment provided for in this Section 11(p) shall be in addition and prior to any adjustment
required pursuant to Section 11(a)(ii).


 


Section 12. Certificate of Adjusted
Purchase Price or Number of Shares. Whenever
an adjustment is made as provided in Section 11 or Section 13 hereof, the Company shall (a) promptly prepare a
certificate setting forth such adjustment or describing such event and a brief statement of the facts, computations and methodology
accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock
and the Common Stock, a copy of such certificate, and (c) if a Distribution Date has occurred, mail a brief summary
thereof to each registered holder of a Rights Certificate in accordance with Section 26 hereof. The Rights Agent shall be
fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty or liability
with respect to, and shall not be deemed to have knowledge of, any such adjustment unless and until it shall have received such
certificate.


 


Section 13. Consolidation, Merger, or
Sale or Transfer of Assets or Earning Power.


 


(a)       In
the event that, at any time after a Person has become an Acquiring Person, directly or indirectly,


 


(i)       the
Company shall consolidate with, or merge with and into, any other Person (other than a direct or indirect wholly owned Subsidiary
of the Company in a transaction that complies with Section 11(o) hereof), and the Company shall not be the continuing or surviving
corporation or other entity of such consolidation or merger;


 






    	 	25	 



     


    




 


(ii)       any
Person (other than a direct or indirect wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o)
hereof) shall consolidate with, or merge with or into, the Company, and the Company shall be the continuing or surviving corporation
of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding Common Stock
shall be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property;
or


 


(iii)       the
Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one transaction
or a series of related transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company
and its Subsidiaries (taken as a whole and calculated on the basis of the Company’s most recent regularly prepared financial
statements) to any Person or Persons (other than the Company or any of its direct or indirect wholly owned Subsidiaries in one
or more transactions, each of which complies with Section 11(o) hereof);


 


then, and in each such case, proper provision shall be made
so that: (A) each registered holder of a Right, except as provided in Section 7(e) hereof, shall thereafter have the
right to receive, upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement,
such number of validly authorized and issued, fully paid, non-assessable and freely tradeable shares of Common Stock of the Principal
Party, not subject to any liens, encumbrances, rights of first refusal, or other adverse claims, as shall be equal to the result
obtained by (1) multiplying the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable
immediately prior to the first occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to
such first occurrence of a Section 11(a)(ii) Event, and (2) dividing that product (which, following the first occurrence
of a Section 13 Event, shall be referred to as the “Purchase Price” for each Right and for all purposes
of this Agreement) by 50% of the Current Market Price per share of Common Stock of such Principal Party on the date of consummation
of such Section 13 Event; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such
Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (C) the term “Company”
shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11
hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (D) such Principal
Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of Common Stock of
such Principal Party) in connection with the consummation of any such transaction as may be necessary to assure that the provisions
hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Stock thereafter deliverable
upon the exercise of the Rights; and (E) the provisions of Section 11(a)(ii) hereof shall be of no effect with respect
to events occurring at any time following the first occurrence of any Section 13 Event.


 


(b)       “Principal
Party” shall mean:


 


(i)       in
the case of any transaction described in Section 13(a)(i) or Section 13(a)(ii) hereof, (A) the Person (including
the Company as successor thereto or as the surviving entity) that is the issuer of any securities or other equity interests into
which shares of Common Stock of the Company are converted, changed, or exchanged in such merger or consolidation, or if there is
more than one such issuer, the issuer of Common Stock that has the greatest aggregate market value, or (B) if no securities
or other equity interests are so issued, the Person that is the other constituent party to such merger or consolidation, or, if
there is more than one such Person, the other Person that is a constituent party to such merger or consolidation, the Common Stock
of which has the greatest aggregate market value; and


 






    	 	26	 



     


    




 


(ii)       in
the case of any transaction described in Section 13(a)(iii) hereof, the Person that is the party receiving the greatest portion
of the assets or earning power transferred pursuant to such transaction or transactions or, if each Person that is a party to such
transaction or transactions receives the same portion of the assets or earning power transferred pursuant to such transaction or
transactions or if the Person receiving the largest portion of the assets or earning power cannot be determined, whichever of such
Persons is the issuer of Common Stock having the greatest aggregate value of shares outstanding; provided, however,
that in any such case, (A) if the Common Stock of such Person is not at such time and has not been continuously over
the preceding 12-month period registered under Section 12 of the Exchange Act, and such Person is a direct or indirect Subsidiary
of another Person the Common Stock of which is and has been so registered, “Principal Party” shall refer to such other
Person; and (B) in case such Person is a Subsidiary, directly or indirectly, of more than one Person, the Common Stock of
two or more of which are and have been so registered, “Principal Party” shall refer to whichever of such Persons is
the issuer of the Common Stock having the greatest aggregate market value.


 


(c)       The
Company shall not consummate a Section 13 Event unless the Principal Party shall have a sufficient number of authorized
shares of Common Stock that have not been issued or reserved for issuance to permit the exercise in full of the Rights in accordance
with this Section 13 and unless prior thereto the Company and such Principal Party shall have executed and delivered to the
Rights Agent a supplemental agreement confirming that the requirements of Section 13(a) and Section 13(b) hereof shall
promptly be performed in accordance with their terms and further providing that, as soon as practicable after the date of any such
Section 13 Event, the Principal Party will:


 


(i)       prepare
and file a registration statement under the Act, with respect to the Rights and the securities purchasable upon exercise
of the Rights on an appropriate form, and will use its best efforts to cause such registration statement to (A) become effective
as soon as practicable after such filing and (B) remain effective (with a prospectus at all times meeting the requirements
of the Act) until the Expiration Date;


 


(ii)       take
all such other action as may be necessary to enable the Principal Party to issue the securities purchasable upon exercise of the
Rights, including but not limited to the registration or qualification of such securities under all requisite securities
laws of jurisdictions of the various states and the listing of such securities on such exchanges and trading markets as may be
necessary or appropriate; and


 






    	 	27	 



     


    




 


(iii)       deliver
to registered holders of the Rights historical financial statements for the Principal Party and each of its Affiliates that
comply in all respects with the requirements for registration on Form 10 (or any successor form) under the Exchange Act.


 


The
provisions of this Section 13 shall similarly apply to successive mergers or consolidations or sales or other transfers. In
the event that a Section 13 Event shall occur at any time after the occurrence of a Section 11(a)(ii) Event, the Rights
that have not theretofore been exercised shall thereafter become exercisable in the manner described in Section 13(a)
hereof.


 


Section 14. Fractional Rights and Fractional
Shares.


 


(a)       The
Company shall not be required to issue fractions of Rights, except prior to the Distribution Date as provided in Section 11(p)
hereof, or to distribute Rights Certificates that evidence fractional Rights. In lieu of such fractional Rights, the Company
shall pay to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable,
an amount in cash equal to the same fraction of the current market value of a whole Right. For purposes of this Section 14(a),
the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the
date on which such fractional Rights would have been otherwise issuable. The closing price of the Rights for any Trading Day shall
be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked
prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities
listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New
York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on
the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Rights are not listed
or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high
bid and low asked prices in the over-the-counter market, as reported by a quotation system then in use or, if on any such date
the Rights are not so quoted, the average of the closing bid and asked prices as furnished by a professional market maker making
a market in the Rights, selected by the Board. If on any such date the Rights are not publicly held and are not so listed, admitted
to trading, or quoted, and no market maker is making a market in the Rights, the current market value of a Right shall mean the
fair value of a Right on such date as determined in good faith by the Board, which determination shall be described in a statement
filed with the Rights Agent and shall be conclusive for all purposes.


 


(b)       The
Company shall not be required to issue fractions of a share of Preferred Stock (other than fractions that are integral multiples
of one one-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates that evidence
fractional shares of Preferred Stock (other than fractions that are integral multiples of one one-thousandth of a share of Preferred
Stock). In lieu of fractional shares of Preferred Stock that are not integral multiples of one one-thousandth of a share of Preferred
Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided
an amount in cash equal to the same fraction of the current market value of one one-thousandth of a share of Preferred Stock. For
purposes of this Section 14(b), the current market value of one one-thousandth of a share of Preferred Stock shall be one
one-thousandth of the closing price of a share of Preferred Stock or, if unavailable, the appropriate alternative price (in each
case, as determined pursuant to Section 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise.


 






    	 	28	 



     


    




 


(c)       Following
the occurrence of a Triggering Event, the Company shall not be required to issue fractions of Common Stock upon exercise
of the Rights or to distribute certificates or Book Entry Shares that evidence fractional shares of Common Stock. In lieu of fractional
shares of Common Stock, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exercised
as herein provided an amount in cash equal to the same fraction of the current market value of one share of Common Stock. For purposes
of this Section 14(c), the current market value of one share of Common Stock shall be the closing price of one share of Common
Stock or, if unavailable, the appropriate alternative price (in each case, as determined pursuant to Section 11(d)(i) hereof)
on the Trading Day immediately prior to the date of such exercise.


 


(d)       The
registered holder of a Right by the acceptance of that Right expressly waives such holder’s right to receive any fractional
Rights or any fractional shares upon exercise of a Right, except as permitted by this Section 14.


 


(e)       Whenever
a payment for fractional Rights or fractional shares is to be made by the Rights Agent under any section of this Agreement, the
Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts
related to such payments and the prices and formulas utilized in calculating such payments, and (ii) provide sufficient monies
to the Rights Agent in the form of fully collected funds to make such payments. The Rights Agent shall be fully protected in relying
upon such a certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of, any payment for fractional
Rights or fractional shares under any section of this Agreement relating to the payment of fractional Rights or fractional shares
unless and until the Rights Agent shall have received such a certificate and sufficient monies.


 


Section 15. Rights of Action.
All rights of action in respect of this Agreement, excepting the rights of action given to the Rights Agent (including under Section 18
and Section 20 hereof), are vested in the respective registered holders of the Rights Certificates (and, prior to the Distribution
Date, of the Common Stock); and any registered holder of any Rights Certificate (and, prior to the Distribution Date, of the Common
Stock), without the consent of the Rights Agent or of the registered holder of any other Rights Certificate (or, prior
to the Distribution Date, of the Common Stock), may, on such first holder’s own behalf and for such first holder’s
own benefit, enforce, and may institute and maintain any suit, action, or proceeding against the Company to enforce, or otherwise
act in respect of, such first holder’s right to exercise the Rights evidenced by such Rights Certificate in the manner provided
in such Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the registered holders
of Rights, it is specifically acknowledged that the registered holders of Rights would not have an adequate remedy at law for
any breach of this Agreement by the Company and shall be entitled to specific performance of the obligations hereunder and injunctive
relief against actual or threatened violations by the Company of its obligations hereunder.


 






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Section 16. Agreement of Rights Holders.
Every registered holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with
every other registered holder of a Right that:


 


(a)       prior
to the Distribution Date, the Rights will be transferable only in connection with the transfer of Common Stock, and the Rights
will be evidenced by the balances indicated in the book entry account system of the transfer agent of the Common Stock registered
in the names of the holders of Common Stock or, in the case of certificated shares, the certificates for the Common Stock registered
in the names of the holders of the Common Stock;


 


(b)       after
the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at
the office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument
of transfer and with the appropriate forms and certificates contained therein duly executed along with a signature guarantee and
such other documentation as the Company or the Rights Agent may reasonably request;


 


(c)       subject
to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the Person in whose name
a Rights Certificate (or, prior to the Distribution Date, a Common Stock certificate or Book Entry Share) is registered as the
absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the
Rights Certificates or the Common Stock certificate made by anyone other than the Company or the Rights Agent) for all purposes
whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required
to be affected by any notice to the contrary; and


 


(d)       notwithstanding
anything in this Agreement to the contrary, neither the Company nor the Rights Agent, nor any of their directors, officers, employees
and agents, shall have any liability to any registered holder of a Right or other Person as a result of its inability to perform
any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree, or ruling
issued by a court of competent jurisdiction or by a governmental, regulatory, or administrative agency or commission, or any statute,
rule, regulation, or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining
performance of such obligation; provided, however, that the Company must use its best efforts to have any such injunction,
order, judgment, decree, or ruling lifted or otherwise overturned as soon as possible.


 


Section 17. Rights Certificate Holder
Not Deemed a Stockholder. No registered holder,
as such, of any Rights Certificate shall be entitled to vote, receive dividends, or be deemed for any purpose the registered holder
of the Preferred Stock or any other securities of the Company that may at any time be issuable on the exercise of the Rights evidenced
thereby, nor shall anything contained herein or in any Rights Certificate be construed to confer upon the registered holder of
any Rights Certificate, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors
or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or
to receive notice of meetings or other actions affecting stockholders (except as provided in Section 25 hereof), or to receive
dividends or subscription rights, or otherwise, until the Right or Rights evidenced by such Rights Certificate shall have been
exercised in accordance with the provisions hereof.


 






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Section 18. Concerning the Rights Agent.


 


(a)       The
Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with
a fee schedule to be mutually agreed upon and, from time to time, on demand of the Rights Agent, to reimburse the Rights Agent
for all of its reasonable expenses and counsel fees and other disbursements incurred in the preparation, delivery, negotiation,
amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company
also covenants and agrees to indemnify the Rights Agent for, and to hold it harmless against, any and all loss, liability, damage,
judgment, fine, penalty, claim, demand, settlement, cost or expense (including, without limitation, the reasonable fees and expenses
of legal counsel) that may be paid, incurred or suffered by it, or to which it may become subject, without gross negligence, bad
faith or willful misconduct on the part of the Rights Agent (which gross negligence, bad faith or willful misconduct must be determined
by a final, non-appealable judgment of a court of competent jurisdiction), for any action taken, suffered or omitted to be taken
by the Rights Agent in connection with the execution, acceptance, administration of this Agreement and the exercise and
performance of its duties hereunder, including the costs and expenses of defending against any claim of liability arising therefrom,
directly or indirectly, or enforcing its rights hereunder. The obligations of the Company provided for under this Section 18 and
Section 20 below shall survive the expiration of the Rights and the termination of this Agreement and the resignation, replacement
or removal of the Rights Agent. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the
Company.


 


(b)       The
Rights Agent shall be protected and shall incur no liability for or in respect of any action taken, suffered, or omitted by it
in connection with its acceptance, administration of this Agreement and the exercise and performance of the duties hereunder in
reliance upon any Rights Certificate or certificate for Common Stock or for other securities of the Company or instrument of assignment
or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction, direction, consent, certificate, statement,
or other paper or document believed by it to be genuine and to have been signed, executed and, where necessary, verified or acknowledged,
by the proper Person or Persons or, otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall
not be deemed to have knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent
shall be fully protected and shall incur no liability for failing to take action in connection therewith, unless and until it has
received such notice in writing.


 






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Section 19. Merger or Consolidation
or Change of Name of the Rights Agent.


 


(a)       Any
Person into which the Rights Agent or any successor Rights Agent may be merged or with which it may be consolidated, or any Person
resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent shall be a party, or
any Person succeeding to the corporate trust, stock transfer, or other shareholder services business of the Rights Agent or any
successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any
paper or any further act on the part of any of the parties hereto; but only if such Person would be eligible for appointment as
a successor Rights Agent under the provisions of Section 21 hereof. In case at the time such successor Rights Agent shall
succeed to the agency created by this Agreement, any of the Rights Certificates shall have been countersigned but not delivered,
any such successor Rights Agent may adopt the countersignature of an authorized signatory of a predecessor Rights Agent and deliver
such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned,
an authorized signatory of any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor
or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided
in the Rights Certificates and in this Agreement.


 


(b)       In
case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Certificates shall have been
countersigned but not delivered, the Rights Agent may adopt the countersignature of an authorized signatory under the Rights Agent’s
prior name and deliver Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall
not have been countersigned, an authorized signatory of the Rights Agent may countersign such Rights Certificates either in the
prior name of the Rights Agent or in the changed name of the Rights Agent; and in all such cases such Rights Certificates shall
have the full force provided in the Rights Certificates and in this Agreement.


 


Section 20. Duties of the Rights Agent .
The Rights Agent undertakes the duties and obligations imposed by this Agreement upon the following express terms and conditions
(and no implied terms and conditions), by all of which the Company and the registered holders of Rights Certificates, by their
acceptance thereof, shall be bound:


 


(a)       The
Rights Agent may consult with legal counsel (who may be legal counsel for the Company), and the opinion or advice of such counsel
shall be full and complete authorization and protection to the Rights Agent as to any action taken or omitted by it in the
absence of bad faith and in accordance with such opinion or advice.


 


(b)       Whenever
in the performance of its duties under this Agreement the Rights Agent shall deem it necessary or desirable that any fact or matter
(including, without limitation, the identity of any Acquiring Person and the determination of Current Market Price) be proved
or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in
respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed
by the Chairman of the Board, the Chief Executive Officer, the President, any Vice President, the Secretary, any Assistant Secretary,
the Treasurer, or any Assistant Treasurer of the Company and delivered to the Rights Agent; and such certificate shall be full
authorization to the Rights Agent for any action taken or suffered by it under the provisions of this Agreement in reliance upon
such certificate.


 






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(c)       The
Rights Agent shall be liable hereunder only for its own gross negligence, bad faith, or willful misconduct (which gross negligence,
bad faith or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction). Notwithstanding
anything in this Agreement to the contrary, any liability of the Rights Agent under this Agreement will be limited to the amount
of annual fees (but not reimbursed expenses) paid by the Company to the Rights Agent during the twelve (12) months immediately
preceding the event for which recovery from the Rights Agent is being sought. Anything to the contrary notwithstanding, in no event
will the Rights Agent be liable for any special, punitive, indirect, incidental or consequential loss or damages of any kind whatsoever
(including, without limitation, lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damages,
and regardless of the form of action.


 


(d)       The
Rights Agent shall not be liable for or by reason of any of the statements of fact or recital contained in this Agreement or in
the Rights Certificates and it shall not be required to verify the same (except as to a countersignature by one of its authorized
signatories on such Rights Certificates), but all such statements and recital are and shall be deemed to have been made by the
Company only.


 


(e)       The
Rights Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof
(except the due execution and delivery hereof by the Rights Agent) or in respect of the validity or execution of any Rights
Certificate (except a countersignature by one of its authorized signatories on any such Rights Certificate); nor shall it be responsible
for any breach by the Company of any covenant or condition contained in this Agreement or in any Rights Certificate; nor shall
it be responsible for any adjustment required under the provisions of Section 11, Section 13, or Section 24 hereof
or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would
require any such adjustment (except with respect to the exercise of Rights evidenced by Rights Certificates after actual notice
of any such adjustment upon which the Rights Agent may rely); nor shall it by any act hereunder be deemed to make any representation
or warranty as to the authorization or reservation of any shares of Common Stock or Preferred Stock or other securities to be issued
pursuant to this Agreement or any Rights Certificate or as to whether any shares of Common Stock or Preferred Stock or other securities
will, when so issued, be validly authorized and issued, fully paid, and nonassessable.


 


(f)       The
Company agrees that it will perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered
all such further and other acts, instruments, and assurances as may reasonably be required by the Rights Agent for the carrying
out or performing by the Rights Agent of the provisions of this Agreement.






    	 	33	 



     


    

 


 


(g)       The
Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from
the Chairman of the Board, the Chief Executive Officer, the President, any Vice President, the Secretary, any Assistant Secretary,
the Treasurer, or any Assistant Treasurer of the Company, and to apply to such officers for advice or instructions in connection
with its duties under this Agreement, and such instructions shall provide full authorization and protection to the Rights Agent
and the Rights Agent shall not be liable for any action taken or suffered to be taken by it in accordance with instructions of
any such officer or for any delay in acting while waiting for such instructions.


 


(h)       The
Rights Agent and any stockholder, director, officer, or employee of the Rights Agent may buy, sell, or deal in any of the Rights
or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested,
or contract with or lend money to the Company or otherwise act as fully and freely as though it were not the Rights Agent
under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Company or for any
other legal entity.


 


(i)       The
Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself
or by or through its attorneys or agents, and the Rights Agent shall not be answerable or accountable for any act, default, neglect,
or misconduct of any such attorneys or agents or for any loss to the Company, any holder of Rights or any other Person resulting
from any such act, default, neglect, or misconduct absent gross negligence or bad faith in the selection and continued employment
thereof (which gross negligence or bad faith must be determined by a final, non-appealable judgment of a court of competent jurisdiction).


 


(j)       No
provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder or in the exercise of its rights if there shall be reasonable grounds for believing
that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it.


 


(k)       If,
with respect to any Rights Certificate surrendered to the Rights Agent for exercise or transfer, the certificate contained in the
form of assignment or form of election to purchase, as the case may be, has either not been completed or indicates an affirmative
response to clause 1 or 2 thereof, the Rights Agent shall not take any further action with respect to such requested exercise
or transfer without first consulting with the Company; provided, however, that the Rights Agent shall not be liable
for any delays arising from the duties under this Section 20(k).


 


(l)       The
Rights Agent shall have no responsibility to the Company, any holders of Rights or any other Person for interest or earnings on
any moneys held by the Rights Agent pursuant to this Agreement.


 






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(m)       The
Rights Agent shall not be required to take notice or be deemed to have notice of any event or condition hereunder, including any
event or condition that may require action by the Rights Agent, unless the Rights Agent shall be specifically notified in writing
of such event or condition by the Company, and all notices or other instruments required by this Agreement to be delivered to the
Rights Agent must, in order to be effective, be received by the Rights Agent as specified in Section 26 hereof, and in the absence
of such notice so delivered, the Rights Agent may conclusively assume no such event or condition exists.


 


(n)       The
Rights Agent shall not be liable or responsible for any failure of the Company to comply with any of its obligations relating to
any registration statement filed with the Securities and Exchange Commission or this Agreement, including without limitation obligations
under applicable regulation or law.


 


(o)       The
Rights Agent shall act hereunder solely as agent for the Company. The Rights Agent shall not assume any obligations or relationship
of agency or trust with any of the owners or holders of the Rights or Common Stock.


 


(p)       The
Rights Agent may rely on and be fully authorized and protected in acting or failing to act upon (a) any guaranty of signature by
an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program
or other comparable “signature guarantee program” or insurance program in addition to, or in substitution for, the
foregoing; or (b) any related law, act, regulation or any interpretation of the same even though such law, act, or regulation may
thereafter have been altered, changed, amended or repealed.


 


(q)       The
Rights Agent shall not have any duty or responsibility in the case of the receipt of any written demand from any holder of Rights
with respect to any action or default by the Company, including, without limiting the generality of the foregoing, any duty or
responsibility to initiate or attempt to initiate any proceedings at law or otherwise or to make any demand upon the Company.


 


Section 21. Change of the Rights Agent.
The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’
prior written notice given to the Company in accordance with Section 26 hereof, and to each transfer agent of the Common
Stock and Preferred Stock by registered or certified mail, and, if such resignation occurs after the Distribution Date,
to the registered holders of the Rights Certificates in accordance with Section 26 hereof. In the event the transfer agency
relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically
and be discharged from its duties under this Agreement as of the effective date of such termination, and the Company shall be
responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’
prior written notice given to the Rights Agent or successor Rights Agent, as the case may be, in accordance with Section 26
hereof, and to each transfer agent of the Common Stock and Preferred Stock by registered or certified mail, and, if such removal
occurs after the Distribution Date, to the registered holders of the Rights Certificates in accordance with Section 26 hereof.
If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor
to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving proper notice
of such removal or after it has been properly notified of such resignation or incapacity by the resigning or incapacitated Rights
Agent or by the registered holder of a Rights Certificate (who shall, with such notice, submit such holder’s Rights Certificate
for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction
for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall
be (a) a legal business entity organized and doing business under the laws of the United States or of any state of the United
States, in good standing, which is authorized under such laws to exercise corporate trust, stock transfer, or shareholder services
powers and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million
or (b) an affiliate of a legal business entity described in clause (a) of this sentence. After appointment, the successor
Rights Agent shall be vested with the same powers, rights, duties, and responsibilities as if it had been originally named as
Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights
Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act, or deed necessary
for that purpose, but such predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional
liability in connection with the foregoing. Not later than the effective date of any such appointment, the Company shall file
notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock,
and, if such appointment occurs after the Distribution Date, give notice thereof to the registered holders of the Rights Certificates
in accordance with Section 26 hereof. Failure to give any notice provided for in this Section 21, however, or any defect
therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the
successor Rights Agent, as the case may be.


 






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Section 22. Issuance of New Rights Certificates.
Notwithstanding any of the provisions of this Agreement or of the Rights Certificates to the contrary, the Company may, at its
option, issue new Rights Certificates evidencing Rights in such form as may be approved by the Board to reflect any adjustment
or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the
Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance
or sale of Common Stock following the Distribution Date and prior to the Expiration Date, the Company (a) shall, with respect
to Common Stock so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, granted
or awarded as of the Distribution Date, or upon the exercise, conversion, or exchange of securities hereinafter issued by the
Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board, issue Rights Certificates evidencing
the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such
Rights Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would
create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would
be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise
have been made in lieu of the issuance thereof.


 


 


 


 


 



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Section 23. Redemption and Termination.


 


(a)       The
Board may, at its option, at any time prior to the earlier of (i) the occurrence of a Section 11(a)(ii) Event and (ii) the
Expiration Date, direct the Company to, and if directed the Company shall, redeem all but not less than all of the then outstanding
Rights at a redemption price of $0.01 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock
dividend, or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the “Redemption
Price”). The redemption of the Rights by the Board pursuant to this paragraph (a) may be made effective at such time,
on such basis, and with such conditions as the Board in its sole discretion may establish. The Company may, at its option, pay
the Redemption Price in cash, shares of Common Stock (based on the Current Market Price of the Common Stock at the time of redemption)
or any other form of consideration deemed appropriate by the Board.


 


(b)       Immediately
upon the action of the Board directing the Company to redeem the Rights pursuant to paragraph (a) of this Section 23,
evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right
to exercise the Rights will terminate and the only right thereafter of the registered holders of Rights shall be to receive the
Redemption Price for each Right so held. Promptly after the action of the Board directing the Company to make the redemption of
the Rights pursuant to paragraph (a) of this Section 23, the Company shall give notice of such redemption to the Rights
Agent and the registered holders of the then outstanding Rights in accordance with Section 26 hereof; provided, however,
that failure to give, or any defect in, any such notice shall not affect the validity of such redemption. Any notice given in accordance
with Section 26 hereof shall be deemed given whether or not the holder receives the notice. Each such notice of redemption
will state the method by which the payment of the Redemption Price will be made.


 


Section 24. Exchange of Rights.


 


(a)       The
Board may, at its option, at any time after the occurrence of a Section 11(a)(ii) Event, direct the Company to, and if directed
the Company shall, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have
become null and void pursuant to the provisions of Section 7(e) hereof) for Common Stock at an exchange ratio of one share
of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend, or similar transaction occurring
after the date hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). The exchange
of the Rights by the Board may be made effective at such time, on such basis, and with such conditions as the Board in its sole
discretion may establish. Notwithstanding the foregoing, the Board shall not be empowered to direct the Company to effect such
exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person,
becomes the Beneficial Owner of 50% or more of the Common Stock then outstanding.


 






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(b)       Immediately
upon the action of the Board directing the Company to exchange any Rights pursuant to Section 24(a) hereof and without any
further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a registered
holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such
holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange (with prompt written
notice thereof to the Rights Agent); provided, however, that the failure to give, or any defect in, such notice shall
not affect the validity of such exchange. The Company promptly shall give notice of any such exchange to all of the registered
holders of such Rights in accordance with Section 26 hereof. Any notice given in accordance with Section 26 hereof shall
be deemed given whether or not the holder receives the notice. Each such notice of exchange will state the method by which the
exchange of the Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights that will
be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights that have become
null and void pursuant to the provisions of Section 7(e) hereof) held by each registered holder of Rights.


 


(c)       In
any exchange pursuant to this Section 24, the Company, at its option, may substitute shares of Preferred Stock (or Equivalent
Preferred Stock, as such term is defined in Section 11(b) hereof) for Common Stock exchangeable for Rights, at the initial
rate of one one-thousandth of a share of Preferred Stock (or Equivalent Preferred Stock) for each share of Common Stock, as appropriately
adjusted to reflect stock splits, stock dividends, and other similar transactions after the date hereof.


 


(d)       In
the event the number of shares of Common Stock authorized by the Certificate of Incorporation, but which are not outstanding or
reserved for issuance for purposes other than upon exercise of the Rights, is not sufficient to permit any exchange of Rights as
contemplated in accordance with this Section 24, the Company may take all such action as may be necessary to authorize additional
shares of Common Stock for issuance upon exchange of the Rights.


 


(e)       The
Company shall not be required to issue fractions of Common Stock or to distribute certificates that evidence fractional shares
of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the registered holders of the Rights
Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable, an amount in cash equal to
the same fraction of the current market value of a whole share of Common Stock. For the purposes of this Section 24(e), the
current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant
to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant
to this Section 24.


 


(f)       Following
the action of the Board ordering the exchange of any Rights pursuant to this Section 24, the Company may implement such procedures
as it deems appropriate, in its sole discretion, for the purpose of ensuring that the Common Stock (or other consideration) issuable
upon an exchange pursuant to this Section 24 is not received by holder of Rights that have become null and void pursuant to
Section 7(e). Prior to effecting an exchange pursuant to this Section 24, the Board may direct the Company to enter into
a trust agreement in such form and with such terms as the Board shall then approve (the “Trust Agreement”).
If the Board so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement
(the “Trust”) all or a portion (as designated by the Board) of the Common Stock, fractional shares of Preferred
Stock, or other securities, if any, issuable pursuant to the exchange, and all Persons entitled to receive such shares or other
securities (and any dividends or distributions made thereon after the date on which such shares or other securities are deposited
in the Trust) shall be entitled to receive such only from the Trust and solely upon compliance with the relevant terms and provisions
of the Trust Agreement. Prior to effecting an exchange and registering shares of Common Stock (or other securities) in any Person’s
name, including any nominee or transferee of a Person, the Company may require (or cause the trustee of the Trust to require),
as a condition thereof, that any holder of Rights provide evidence, including, without limitation, the identity of the Beneficial
Owners thereof and their Affiliates and Associates (or former Beneficial Owners thereof and their Affiliates and Associates) as
the Company shall reasonably request in order to determine if such Rights are null and void. If any Person shall fail to comply
with such request, the Company shall be entitled to deem the Rights formerly held or exchangeable by such Person to be null and
void pursuant to Section 7(e) and not transferable or exercisable or exchangeable in connection herewith. Any shares of Common
Stock or other securities issued at the direction of the Board in connection herewith shall be validly issued, fully paid, and
non-assessable shares of Common Stock or of such other securities (as the case may be), and the Company shall be deemed to have
received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the shares
so issued.


 






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Section 25. Notice of Certain Events.


 


(a)       In
case the Company shall propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class
or series to the registered holders of Preferred Stock or to make any other distribution to the registered holders of Preferred
Stock (other than a regular periodic cash dividend out of earnings or retained earnings of the Company), or (ii) to offer
to the registered holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred
Stock or shares of stock of any class or any other securities, rights, or options, or (iii) to effect any reclassification
of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding Preferred Stock), or (iv) to
effect any consolidation or merger into or with any other Person (other than a direct or indirect, wholly owned Subsidiary of the
Company in a transaction that complies with Section 11(o) hereof), or to effect any sale or other transfer (or to permit one
or more of its Subsidiaries to effect any sale or other transfer), in one transaction or a series of related transactions, of 50%
or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole and calculated on the basis of the
Company’s most recent regularly prepared financial statements) to any other Person or Persons (other than the Company or
any of its direct or indirect wholly owned Subsidiaries in one or more transactions, each of which complies with Section 11(o)
hereof), or (v) to effect the liquidation, dissolution, or winding up of the Company, then, in each such case, the Company
shall give to the Rights Agent and each registered holder of a Rights Certificate, to the extent feasible and in accordance with
Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend,
distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation,
dissolution, or winding up is to take place and the date of participation therein by the registered holders of the Preferred Stock,
if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii)
above at least 20 days prior to the record date for determining registered holders of the Preferred Stock for purposes of such
action, and in the case of any such other action, at least 20 days prior to the date of the taking of such proposed action or the
date of participation therein by the registered holders of the Preferred Stock, whichever shall be the earlier; provided,
however, that no such action shall be taken pursuant to this Section 25(a) that will or would conflict with any provision
of the Certificate of Incorporation; provided, further, that no such notice shall be required pursuant to this Section 25,
if any Subsidiary of the Company effects a consolidation or merger with or into, or effects a sale or other transfer of assets
or earnings power to, any other Subsidiary of the Company.


 






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(b)       In
case a Section 11(a)(ii) Event shall occur, then, in any such case, (i) the Company shall as soon as practicable thereafter
give to the Rights Agent and each registered holder of a Rights Certificate, to the extent feasible and in accordance with
Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event
to registered holders of Rights under Section 11(a)(ii) hereof, and (ii) all references in Section 25(a) to shares
of Preferred Stock shall be deemed thereafter to refer to shares of Common Stock or, if appropriate, other securities.


 


Section 26. Notices.
Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the registered holder of any Rights
Certificate to or on the Company shall be sufficiently given or made if in writing and when sent by (a) first-class mail,
postage prepaid, (b) overnight delivery, or (c) courier or messenger service, in each case addressed (until another
address is filed in writing by the Company with the Rights Agent) as follows:


 


Fluor Corporation

6700 Las Colinas Blvd.

Irving, Texas 75039

Attention: General Counsel


 


Subject
to the provisions of Section 21 hereof, any notice or demand authorized by this Agreement to be given or made by the Company
or by the registered holder of any Rights Certificate to or on the Rights Agent shall be sufficiently given or made if in writing
and when sent by (i) first-class mail, postage prepaid, (ii) overnight delivery, or (iii) courier or messenger service,
in each case addressed (until another address is filed in writing by the Rights Agent with the Company) as follows:


 






    	 	40	 



     


    




 


Computershare Trust Company, N.A.

150 Royall Street

Canton, Massachusetts 02021

Attention: Client Services


 


Notices
or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the registered holder of any
Rights Certificate (or, if prior to the Distribution Date, of the Common Stock) shall be sufficiently given or made if sent
by first-class mail, postage prepaid, addressed to such holder at the address of such holder as shown on the registry books of
the Rights Agent (or, if prior to the Distribution Date, of the transfer agent for the Common Stock).


 


Section 27. Supplements and Amendments.
Except as otherwise provided in this Section 27, the Company, by action of the Board, may from time to time and in its sole
and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Agreement
in any respect without the approval of any registered holders of the Rights, including, without limitation, in order to (a) cure
any ambiguity, (b) correct or supplement any provision contained herein that may be defective or inconsistent with any other
provisions herein, (c) shorten or lengthen any time period hereunder, or (d) otherwise change, amend, or supplement
any provisions hereunder in any manner that the Company may deem necessary or desirable; provided, however, that
from and after the occurrence of a Section 11(a)(ii) Event, no such supplement or amendment shall adversely affect the interests
of the registered holders of Rights Certificates (other than an Acquiring Person or an Affiliate or Associate of an Acquiring
Person or certain of their transferees) or shall cause this Agreement to become amendable other than in accordance with this Section
27. Without limiting the foregoing, the Company, by action of the Board, may at any time before any Person becomes an Acquiring
Person amend this Agreement to make provisions of this Agreement inapplicable to a particular transaction by which a Person might
otherwise become an Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect
to any such transaction. Upon the delivery of a certificate from an appropriate officer of the Company that states that the proposed
supplement or amendment is in compliance with the terms of this Section 27, an authorized signatory of the Rights Agent shall
execute such supplement or amendment. Notwithstanding anything herein to the contrary, the Rights Agent shall not be obligated
to enter into any supplement or amendment that it has determined would adversely affects the Rights Agent’s own rights,
duties, obligations or immunities under this Agreement. No supplement or amendment to this Agreement shall be effective unless
duly executed by the Rights Agent.


 


Section 28. Successors.
All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall bind and inure
to the benefit of their respective successors and assigns hereunder.


 


Section 29. Determinations and Actions
by the Board. The Board shall have the exclusive
power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board or to
the Company, or as may be necessary or advisable in the administration of this Agreement, including, without limitation, the right
and power to (a) interpret the provisions of this Agreement and (b) make all determinations deemed necessary or advisable
for the administration of this Agreement (including a determination to redeem or not redeem the Rights or to amend this Agreement).
In administering this Agreement and making any determination or interpretation hereunder, the Board may consider any and all facts,
circumstances or information it deems to be necessary, useful or appropriate. Without limiting the rights of the Rights Agent
under this Agreement, all such actions, calculations, interpretations, and determinations that are done or made by the Board in
good faith, shall be final, conclusive, and binding on the Company, the Rights Agent, the registered holders of the Rights,
and all other parties. The Rights Agent is entitled always to assume the Board acted in good faith and shall be fully protected
and incur no liability in reliance thereon.


 






    	 	41	 



     


    

 


 


Section 30. Benefits of this Agreement.
Nothing in this Agreement shall be construed to give to any Person other than the Company, the Rights Agent, and the registered
holders of the Rights Certificates (and, prior to the Distribution Date, of the Common Stock) any legal or equitable right, remedy,
or claim under this Agreement; and this Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent,
and the registered holders of the Rights Certificates (and, prior to the Distribution Date, of the Common Stock).


 


Section 31. Severability.
If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction or other authority
to be invalid, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Agreement shall
remain in full force and effect and shall in no way be affected, impaired, or invalidated; provided, however, that
notwithstanding anything in this Agreement to the contrary, if any such term, provision, covenant, or restriction is held by such
court or authority to be invalid, void, or unenforceable and the Board determines in its good faith judgment that severing the
invalid language from this Agreement would adversely affect the purpose or effect of this Agreement, the right of redemption set
forth in Section 23 hereof shall be reinstated and shall not expire until the Close of Business on the 10th day following
the date of such determination by the Board; provided, further, that if such excluded terms, provisions, covenants
or restrictions shall affect the rights, immunities, liabilities, duties, responsibilities or obligations of the Rights Agent,
the Rights Agent shall be entitled to resign immediately.


 


Section 32. Governing Law.
This Agreement, each Right, and each Rights Certificate issued hereunder 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.


 


Section 33. Counterparts; Facsimiles
and PDFs. This Agreement 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 facsimile or .pdf signature delivered electronically shall constitute
an original signature for all purposes.


 


 



    	 	42	 



     


    




 


Section 34. Descriptive Headings.
Descriptive headings of the several sections of this Agreement are inserted for convenience only and shall not control or affect
the meaning or construction of any of the provisions hereof.


 


Section 35. Force Majeure.
Notwithstanding anything to the contrary contained herein, the Rights Agent shall not be liable for any delays or failures in
performance resulting from acts beyond its reasonable control including, without limitation, acts of God, epidemics, pandemics,
natural disasters, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunctions of computer facilities,
or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties,
war, or civil unrest.


 


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left blank.]


 


 


 


 


 




    	 	43	 



     


    

 


IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed as of the day and year first above written.


 


 


	 	FLUOR Corporation
	 	 
	 	By:	/s/ John R Reynolds
	 	 	Name: John R. Reynolds
	 	 	Title: Executive Vice President, Chief Legal Officer
	 	 
	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A.
	 	 

                                                                           

	 	By:	 /s/ Dennis V. Moccia
	 	 	Name: Dennis V. Moccia
	 	 	Title: Senior Manager, Contract Operations







 


 


 





Signature
Page to Rights Agreement







 




    	 	 



     


    

 


EXHIBIT A 


 


FORM
OF

CERTIFICATE OF DESIGNATION, PREFERENCES, AND

RIGHTS OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK



of



FLUOR Corporation



Pursuant to Section 151 of the General Corporation Law of the State of Delaware


 


 


Fluor Corporation, a corporation organized
and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with
the provisions of Section 103 thereof, DOES HEREBY CERTIFY:


 


That
pursuant to the authority conferred upon the Board of Directors of the Corporation (the “Board”) by the Amended
and Restated Certificate of Incorporation of the Corporation, as amended (the “Certificate of Incorporation”),
the said Board on March 24, 2020, adopted the following resolution creating a series of Preferred Stock of the Corporation
(the “Preferred Stock”) designated as Series A Junior Participating Preferred Stock:


 


RESOLVED,
that pursuant to the authority conferred upon the Board by the Certificate of Incorporation and Section 151(g) of the
General Corporation Law of the State of Delaware, the Board hereby designates 200,000 shares of the preferred stock, par value
$.01 per share, of the Corporation as “Series A Junior Participating Preferred Stock” and the powers, designations,
preferences and relative, participating, optional and other rights of the Preferred Stock and the qualifications, limitations,
and restrictions thereof are as follows:


 


Section 1. Designation and Amount.
The shares of such series shall be designated as “Series A Junior Participating Preferred Stock” and the number of
shares constituting such series shall be 200,000. Such number of shares may be increased or decreased by resolution of the Board;
provided, however, that no such decrease shall reduce the number of shares of the Series A Junior Participating Preferred
Stock to a number less than the number of shares then outstanding, plus the number reserved for issuance upon the exercise of options,
rights or warrants, or upon conversion of any outstanding securities issued by the Corporation convertible into Series A Junior
Participating Preferred Stock.


 


Section 2. Dividends and Distributions.


 


(a)       Subject
to the prior and superior rights of the holders of any shares of any other class or series of Preferred Stock ranking prior and
superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series
A Junior Participating Preferred Stock, in preference to the holders of shares of Common Stock, par value $.01 per share, of the
Corporation (the “Common Stock”), and of any other junior stock, shall be entitled to receive, when, as and
if declared by the Board out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of
March, June, September, and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment
Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a
share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater
of (i) $10.00 or (ii) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share
amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other
distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock
(by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date,
or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of
Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after March 24, 2020 (the “Rights
Dividend Declaration Date”) (A) declare any dividend on Common Stock payable in shares of Common Stock, (B) subdivide
the outstanding Common Stock, or (C) combine the outstanding Common Stock into a smaller number of shares, then in each such
case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to
such event under clause (ii) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator
of which shall be the number of shares of Common Stock outstanding immediately after such event and the denominator of which shall
be the number of shares of Common Stock that were outstanding immediately prior to such event.


 






    	 	A-1	 



     


    




 


(b)       The
Corporation shall declare a dividend or distribution on the Series A Junior Participating Preferred Stock as provided in Section 2(a)
above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of
Common Stock); provided, that, in the event no dividend or distribution shall have been declared on the Common Stock during
the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $10.00
per share on the Series A Junior Participating Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend
Payment Date.


 


(c)       Dividends
shall begin to accrue and be cumulative on outstanding shares of Series A Junior Participating Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares of Series A Junior Participating Preferred Stock, unless
the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends
on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of holders of shares of Series A Junior Participating Preferred
Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such
dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall
not bear interest. Dividends paid on the shares of Series A Junior Participating Preferred Stock in an amount less than the total
amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among
all such shares at the time outstanding. The Board may fix a record date for the determination of holders of shares of Series A
Junior Participating Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date
shall be no more than 30 days prior to the date fixed for the payment thereof.


 


 


 






    	 	A-2	 



     


    

 


Section 3. Voting Rights. The holders
of shares of Series A Junior Participating Preferred Stock shall have the following voting rights:


 


(a)       Subject
to the provision for adjustment hereinafter set forth, each share of Series A Junior Participating Preferred Stock shall entitle
the holder thereof to 1,000 votes on all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation
shall at any time after the Rights Dividend Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into
a smaller number of shares, then in each such case the number of votes per share to which holders of shares of Series A Junior
Participating Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction,
the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding immediately prior to such event.


 


(b)       Except
as otherwise provided herein or by law or in any other Certificate of Designation creating a series of preferred stock, or any
similar stock, the holders of shares of Series A Junior Participating Preferred Stock, the holders of shares of Common Stock,
and the holders of any other class or series of capital stock of the Corporation entitled to vote generally together with the Common
Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.


 


(c)(i)If
at any time dividends on any Series A Junior Participating Preferred Stock shall be in arrears in an amount equal to six quarterly
dividends thereon, the occurrence of such contingency shall mark the beginning of a period (herein called a “default
period”) that shall extend until such time when all accrued and unpaid dividends for all previous quarterly dividend
periods and for the current quarterly dividend period on all shares of Series A Junior Participating Preferred Stock then outstanding
shall have been declared and paid or set apart for payment. During each default period, all holders of Preferred Stock (including
holders of the Series A Junior Participating Preferred Stock) with dividends in arrears in an amount equal to six quarterly dividends
thereon, voting as a class, irrespective of series, shall have the right to elect two directors.


 


(ii)       During
any default period, such voting right of the holders of Series A Junior Participating Preferred Stock may be exercised initially
at a special meeting called pursuant to Section 3(c)(iii) or at any annual meeting of stockholders, and thereafter at annual
meetings of stockholders, provided, that such voting right shall not be exercised unless the holders of 10% in number
of shares of Preferred Stock outstanding shall be present in person or by proxy. The absence of a quorum of the holders of Common
Stock shall not affect the exercise by the holders of Preferred Stock of such voting right. At any meeting at which the holders
of Preferred Stock shall exercise such voting right initially during an existing default period, they shall have the right, voting
as a class, to elect directors to fill such vacancies, if any, in the Board as may then exist up to two directors or, if such right
is exercised at an annual meeting, to elect two directors. If the number that may be so elected at any special meeting does not
amount to the required number, the holders of Preferred Stock shall have the right to make such increase in the number of directors
as shall be necessary to permit the election by them of the required number. After the holders of Preferred Stock shall have exercised
their right to elect directors in any default period and during the continuance of such period, the number of directors shall not
be increased or decreased except by vote of the holders of Preferred Stock as herein provided or pursuant to the rights of any
equity securities ranking senior to or pari passu with the Series A Junior Participating Preferred Stock.


 






    	 	A-3	 



     


    

 


 


(iii)       Unless
the holders of Preferred Stock shall, during an existing default period, have previously exercised their right to elect
directors, the Board may order, or any stockholder or stockholders owning in the aggregate not less than 10% of the total number
of shares of Preferred Stock outstanding, irrespective of series, may request, the calling of a special meeting of the holders
of Preferred Stock, which meeting shall thereupon be called by the President, a Vice President, or the Secretary of the Corporation.
Notice of such meeting and of any annual meeting at which holders of Preferred Stock are entitled to vote pursuant to this Section 3(c)(iii)
shall be given to each holder of record of Preferred Stock by mailing a copy of such notice to such holder at such holder’s
last address as the same appears on the books of the Corporation. Such meeting shall be called for a time not earlier than 20 days
and not later than 60 days after such order or request or in default of the calling of such meeting within 60 days after such order
or request, such meeting may be called on similar notice by any stockholder or stockholders owning in the aggregate not less than
10% of the total number of shares of Preferred Stock outstanding. Notwithstanding the provisions of this Section 3(c)(iii),
no such special meeting shall be called during the period within 60 days immediately preceding the date fixed for the next
annual meeting of the stockholders.


 


(iv)       In
any default period, the holders of Common Stock, and other classes or series of stock of the Corporation if applicable, shall continue
to be entitled to elect the whole number of directors until the holders of Preferred Stock shall have exercised their right
to elect two directors voting as a class, after the exercise of which right (A) the directors so elected by the holders of
Preferred Stock shall continue in office until their successors shall have been elected by such holders or until the expiration
of the default period, and (B) any vacancy in the Board may (except as provided in Section 3(c)(ii)) be filled by vote
of a majority of the remaining directors theretofore elected by the holders of the class of stock that elected the director whose
office shall have become vacant. References in this Section 3(c) to directors elected by the holders of a particular class
of stock shall include directors elected by such directors to fill vacancies as provided in clause (B) of the foregoing sentence.


 


(v)       Immediately
upon the expiration of a default period, (A) the right of the holders of Preferred Stock as a class to elect directors
shall cease, (B) the term of any directors elected by the holders of Preferred Stock as a class shall terminate, and (C) the
number of directors shall be such number as may be provided for in the Certificate of Incorporation or Bylaws irrespective of any
increase made pursuant to the provisions of Section 3(c)(ii) (such number being subject, however, to change thereafter in
any manner provided by law or in the Certificate of Incorporation or Bylaws). Any vacancies in the Board effected by the provisions
of clauses (B) and (C) in the preceding sentence may be filled by a majority of the remaining directors.


 






    	 	A-4	 



     


    

 


 


(d)       Except
as set forth herein, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent
shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking
any corporate action.


 


Section 4. Certain Restrictions.


 


(a)       Whenever
quarterly dividends or other dividends or distributions payable on the Series A Junior Participating Preferred Stock as provided
in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not
declared, on shares of Series A Junior Participating Preferred Stock outstanding shall have been paid in full, the Corporation
shall not:


 


(i)       declare
or pay dividends on, or make any other distributions on, any shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution, or winding up) to the Series A Junior Participating Preferred Stock;


 


(ii)       declare
or pay dividends on, or make any other distributions on, any shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution, or winding up) with the Series A Junior Participating Preferred Stock, except dividends paid ratably
on the Series A Junior Participating Preferred Stock and all such parity stock on which dividends are payable or in arrears
in proportion to the total amounts to which the holders of all such shares are then entitled;


 


(iii)       redeem
or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation,
dissolution, or winding up) to the Series A Junior Participating Preferred Stock, provided, that the Corporation
may at any time redeem, purchase, or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the
Corporation ranking junior (either as to dividends or upon dissolution, liquidation, or winding up) to the Series A Junior Participating
Preferred Stock; or


 


(iv)       redeem
or purchase or otherwise acquire for consideration any shares of Series A Junior Participating Preferred Stock, or any shares of
stock ranking on a parity with the Series A Junior Participating Preferred Stock, except in accordance with a purchase offer made
in writing or by publication (as determined by the Board) to all holders of such shares upon such terms as the Board, after consideration
of the respective annual dividend rates and other relative rights and preferences of the respective series and classes,
shall determine in good faith will result in fair and equitable treatment among the respective series or classes.


 






    	 	A-5	 



     


    




 


(b)       The
Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under Section 4(a), purchase or otherwise acquire such shares at such
time and in such manner.


 


Section 5. Reacquired Shares. Any
shares of Series A Junior Participating Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized
but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution
or resolutions of the Board, subject to the conditions and restrictions on issuance set forth herein, in the Certificate of Incorporation,
or in any other Certificate of Designation creating a series of Preferred Stock or any similar stock, or as otherwise required
by law.


 


Section 6. Liquidation, Dissolution,
or Winding Up.


 


(a)       Upon
any liquidation (voluntary or otherwise), dissolution, or winding up of the Corporation, no distribution shall be made to the holders
of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution, or winding up) to the Series A Junior
Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock
shall have received an amount equal to $1,000 per share of Series A Junior Participating Preferred Stock, plus an amount equal
to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the “Series
A Liquidation Preference”). Following the payment of the full amount of the Series A Liquidation Preference, no additional
distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the
holders of shares of Common Stock shall have received an amount per share (the “Common Adjustment”) equal to
the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 1,000 (as appropriately adjusted as
set forth in Section 6(c) below) (such number in clause (ii), the “Adjustment Number”). Following
the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares
of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred
Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed
in the ratio of the Adjustment Number to one with respect to such Preferred Stock and Common Stock, on a per share basis, respectively.


 


(b)       In
the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference
and the liquidation preferences of all other series of preferred stock, if any, which rank on a parity with the Series A Junior
Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in
proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available
to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common
Stock.


 






    	 	A-6	 



     


    




 


(c)       In
the event the Corporation shall at any time after the Rights Dividend Declaration Date (i) declare any dividend on Common
Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding
Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to such
event shall be adjusted by multiplying such Adjustment Number by a fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.


 


Section
7. Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination, or other
transaction in which the shares of Common Stock are exchanged for or converted into other stock or securities, cash, or any other
property, then in any such case the shares of Series A Junior Participating Preferred Stock shall at the same time be similarly
exchanged for or converted into an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 1,000
times the aggregate amount of stock, securities, cash, or any other property (payable in kind), as the case may be, into which
or for which each share of Common Stock is converted or exchanged. In the event the Corporation shall at any time after the Rights
Dividend Declaration Date (a) declare any dividend on Common Stock payable in shares of Common Stock, (b) subdivide the
outstanding Common Stock, or (c) combine the outstanding Common Stock into a smaller number of shares, then in each such case
the amount set forth in the immediately preceding sentence with respect to the exchange or conversion of shares of Series A Junior
Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which shall be the number
of shares of Common Stock outstanding immediately after such event and the denominator of which shall be the number of shares of
Common Stock that were outstanding immediately prior to such event.


 


Section 8. No Redemption. The shares
of Series A Junior Participating Preferred Stock shall not be redeemable.


 


Section
9. Ranking. The Series A Junior Participating Preferred Stock shall rank junior to all other series of the Corporation’s
Preferred Stock, and to any other class of preferred stock that hereafter may be issued by the Corporation, as to the payment of
dividends and the distribution of assets, unless the terms of any such series or class shall provide otherwise.


 


Section 10. Amendment. Except as
set forth in Section 1 hereof, at any time when any shares of Series A Junior Participating Preferred Stock are outstanding,
neither the Certificate of Incorporation nor this Certificate of Designation shall be amended, either directly or indirectly, or
through merger or consolidation with another entity, in any manner that would materially alter or change the powers, preferences,
or special rights of the Series A Junior Participating Preferred Stock so as to affect them adversely without the affirmative vote
of the holders of two-thirds or more of the outstanding shares of Series A Junior Participating Preferred Stock, voting separately
as a class.


 






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Section 11. Fractional Shares.
The Series A Junior Participating Preferred Stock may be issued in fractions of a share that shall entitle the holder, in
proportion to such holder’s fractional shares, to exercise voting rights, receive dividends, participate in distributions,
and to have the benefit of all other rights of holders of Series A Junior Participating Preferred Stock.


 


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    	 	A-8	 



     


    

 


IN
WITNESS WHEREOF, Fluor Corporation has caused this Certificate of Designation to be signed by the undersigned this ___ day
of ____, 2020.


 


 


	 	FLUOR CORPORATION
	 	 
	 	 
	 	By:	 
	 	 	Name:
 Title:




 




    	 	A-9	 



     


    

 


EXHIBIT
B


 


FORM OF RIGHTS CERTIFICATE


 


 


Certificate No. R-____________ Rights


 


NOT
EXERCISABLE AFTER DECEMBER 31, 2020 OR EARLIER IF REDEEMED OR EXCHANGED BY THE COMPANY. THE RIGHTS ARE SUBJECT TO
REDEMPTION, AT THE OPTION OF THE COMPANY, AT $0.01 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES
SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO IS, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE
OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY BENEFICIALLY OWNED BY OR ON BEHALF
OF SUCH PERSON OR BY ANY SUBSEQUENT BENEFICIAL OWNER, MAY BECOME NULL AND VOID.


 


 


Rights Certificate


 


FLUOR CORPORATION


 


 


This
certifies that ________________________, or registered assigns, is the registered owner of the number of Rights set forth above,
each of which entitles the owner thereof, subject to the terms, provisions, and conditions of the Rights Agreement, dated
as of March 25, 2020 (the “Rights Agreement”), between Fluor Corporation, a Delaware corporation (the “Company”),
and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”), to purchase
from the Company at any time prior to 5:00 p.m., New York City time, on December 31, 2020 at the office or offices of the Rights
Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid, non-assessable share
of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company (the “Preferred Stock”),
at a purchase price of $50.00 per one one-thousandth of a share of Preferred Stock (such purchase price, as may be adjusted, the
 “Purchase Price”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase
and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares that
may be purchased upon exercise thereof) set forth above, and the Purchase Price per share set forth above, are the number and Purchase
Price as of March 25, 2020, based on the Preferred Stock as constituted at such date. The Company reserves the right to require
prior to the occurrence of a Triggering Event (as such term is defined in the Rights Agreement) that a number of Rights be exercised
so that only whole shares of Preferred Stock will be issued.


 


Upon the occurrence of a Section 11(a)(ii)
Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned
by (i) an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement),
(ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate), or (iii) under certain circumstances
specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person, or an Affiliate
or Associate of an Acquiring Person, such Rights shall become null and void and no holder hereof shall have any right with respect
to such Rights from and after the occurrence of such Section 11(a)(ii) Event.


 


 



    	 	B-1	 



     


    




 


As
provided in the Rights Agreement, the Purchase Price, the number and kind of shares of Preferred Stock or other securities issuable
upon exercise of a Right, and the number of Rights outstanding are subject to modification and adjustment upon the happening of
certain events, including Triggering Events.


 


This
Rights Certificate is subject to all of the terms, provisions, and conditions of the Rights Agreement, which terms, provisions,
and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby
made for a full description of the rights, limitations of rights, obligations, duties, and immunities hereunder of the Rights Agent,
the Company, and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability
of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at
the above-mentioned office of the Rights Agent and are also available free of charge upon written request to the Rights Agent or
the Company.


 


Subject to the provisions of the Rights
Agreement, this Rights Certificate, with or without other Rights Certificates, upon surrender at the office or offices of the Rights
Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date
evidencing Rights entitling the holder to purchase a like aggregate number of one one-thousandths of a share of Preferred Stock
as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase.
If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof, along with
a signature guarantee and such other and further documentation as the Company or the Rights Agent may reasonably request, another
Rights Certificate or Rights Certificates for the number of whole Rights not exercised.


 


Subject
to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate may be redeemed by the Company at its
option at a redemption price of $0.01 per Right, payable at the Company’s option in cash or other securities or property
of the Company, subject to adjustment for certain events as provided in the Rights Agreement, at any time prior to the earlier
of (i) the occurrence of a Section 11(a)(ii) Event and (ii) the Expiration Date (as such terms are defined in the
Rights Agreement). In addition, under certain circumstances following the occurrence of a Section 11(a)(ii) Event but before
any person acquires beneficial ownership of 50% or more of the Common Stock (as such term is defined in the Rights Agreement),
the Rights may be exchanged, in whole or in part, for Common Stock, Preferred Stock, or shares of other preferred stock of the
Company having essentially the same value or economic rights as such shares. Immediately upon the action of the Board authorizing
any such redemption or exchange, and without any further action or any notice, the Rights (other than Rights that are not subject
to such redemption or exchange) will terminate and the Rights will only enable holders to receive the redemption price or the shares
issuable upon such exchange, as applicable.


 






    	 	B-2	 



     


    




 


No fractional shares of Preferred Stock
will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions that are integral multiples of one
one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts),
but in lieu thereof a cash payment may be made, as provided in the Rights Agreement.


 


No
holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of Preferred
Stock or of any other securities of the Company that may at any time be issuable on the exercise hereof, nor shall anything contained
in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of
the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof,
or to give consent to or withhold consent from any corporate action, or, to receive notice of meetings or other actions
affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise,
until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement.


 


This Rights Certificate shall not be valid
or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent.


 




    	 	B-3	 



     


    

 


 


WITNESS the facsimile signature of the proper
officers of the Company and its corporate seal.


 


Dated as of __________ _____, 20___.


 


 


 


	 	FLUOR CORPORATION
	 	 
	 	 
	 	By:	 
	 	 	Name:
 Title:



 


 


Countersigned:



COMPUTERSHARE TRUST COMPANY, N.A.





By:__________________________________


Authorized Signature 


 




    	 	B-4	 



     


    

 


[Form of Reverse Side of Rights Certificate]


 


FORM OF ASSIGNMENT


 


(To be executed by the registered holder
if such

holder desires to transfer the Rights Certificate.)


 


	FOR VALUE RECEIVED ____________________________ hereby sells, assigns and transfers unto	
	 	 












(Please print name and address of transferee)


  


 





 






 





 



(Please spell out and include in numerals
the

number of Rights being transferred by this Assignment)


 


of the Rights evidenced by this Rights Certificate, together
with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________________________ Attorney,
to transfer the number of Rights indicated above on the books of the within named Company, with full power of substitution.


 


 


Dated: ________________, ______


 


 


_____________________________________

Signature


 


Medallion Signature Guaranteed:


 


Signatures must be guaranteed by an eligible guarantor institution
(a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion
program) at a guarantee level satisfactory to the Rights Agent. A notary public is not sufficient.


 




    	 	B-5	 



     


    

 


Certificate


 


The undersigned hereby certifies by checking
the appropriate boxes that:


 


(1)       the
Rights evidenced by this Rights Certificate [   ] are [   ] are not being sold, assigned,
and transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Acquiring
Person (as such terms are defined pursuant to the Rights Agreement); and


 


(2)       after
due inquiry and to the best knowledge of the undersigned, he, she, or it [   ] did [   ] did
not acquire the Rights evidenced by this Rights Certificate from any Person who is, was, or subsequently became an Acquiring Person
or an Affiliate or Associate of an Acquiring Person.


 


 


	Dated: ________________, ______	 	__________________________________
		 	Signature




 


Medallion Signature Guaranteed:


 


Signatures must be guaranteed by an eligible guarantor institution
(a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion
program) at a guarantee level satisfactory to the Rights Agent. A notary public is not sufficient.


 


 


NOTICE


 


The signature to the foregoing Assignment
and Certificate must correspond to the name as written upon the face of this Rights Certificate in every particular, without alteration
or enlargement or any change whatsoever.


 




    	 	B-6	 



     


    

 


[Form of Reverse Side of Rights Certificate—continued]



FORM OF ELECTION TO PURCHASE


 


(To be executed by the registered holder
if such holder desires to

exercise any or all Rights evidenced by the Rights Certificate.)


 


		To:	FLUOR CORPORATION:



 


The undersigned hereby irrevocably elects
to exercise _______________________ (____________) Rights evidenced by this Rights Certificate to purchase the shares of Preferred
Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person that may be issuable
upon the exercise of the Rights) and requests that certificates for such shares be issued in the name of and delivered to or that
such shares be credited to the book-entry account of:


 







 



(Please print social security or other identifying number)


 







 






 








 



(Please print name and address)


 


If
such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the
balance of such Rights shall be registered in the name of and delivered to:


 




 



(Please print social security or other identifying number)


 





 




 



(Please print name and address)


 


 


Dated: ________________, ______


 


 


_____________________________________

Signature


 


Medallion Signature Guaranteed:


 


Signatures must be guaranteed by an eligible guarantor institution
(a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion
program) at a guarantee level satisfactory to the Rights Agent. A notary public is not sufficient.


 




    	 	B-7	 



     


    

Certificate


 


The undersigned hereby certifies by checking
the appropriate boxes that:


 


(1)       the
Rights evidenced by this Rights Certificate [   ] are [   ] are not being exercised by
or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms
are defined pursuant to the Rights Agreement); and


 


(2)       after
due inquiry and to the best knowledge of the undersigned, he, she, or it [   ] did [   ] did
not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate
or Associate of an Acquiring Person.


 


 


 


	Dated: ________________, ______	 	__________________________________
		 	Signature




  





Medallion Signature Guaranteed:


 


Signatures must be guaranteed by an eligible guarantor institution
(a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion
program) at a guarantee level satisfactory to the Rights Agent. A notary public is not sufficient.


 


 


NOTICE


 


The signature to the foregoing Election
to Purchase and Certificate must correspond to the name as written upon the face of this Rights Certificate in every particular,
without alteration or enlargement or any change whatsoever.


 




    	 	B-8	 



     


    

 


EXHIBIT
C


 


 


UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT,
RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO IS, WAS, OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH
TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY BENEFICIALLY OWNED BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT
BENEFICIAL OWNER, MAY BECOME NULL AND VOID.


 


 


FORM OF SUMMARY OF RIGHTS

TO PURCHASE PREFERRED STOCK


 


 


On
March 24, 2020, the Board of Directors (the “Board”) of Fluor Corporation, a Delaware corporation (the
 “Company”), declared a dividend distribution of one right (each, a “Right” and together with
all such rights distributed or issued pursuant to the Rights Agreement (defined below), the “Rights”) for each
share of common stock, par value $.01, of the Company (the “Common Stock”) outstanding as of the close of business
on April 10, 2020 (the “Record Date”).


 


The
following is a summary description of the Rights and the Rights Agreement. This summary is intended to provide a general description
only and is subject to the detailed terms and conditions of the Rights Agreement (the “Rights Agreement”), dated
as of March 25, 2020, by and between the Company and Computershare Trust Company, N.A., as rights agent (the “Rights
Agent”).


 


		1.	Issuance of Rights



 


Each holder of Common Stock as of the Record
Date will receive a dividend of one Right per share of Common Stock. One Right will also be issued together with each share of
Common Stock issued by the Company after the Record Date and prior to the Distribution Date (as defined in Section 2 below),
and in certain circumstances, after the Distribution Date. New certificates for Common Stock issued after the Record Date will
contain a notation incorporating the Rights Agreement by reference.


 


Until the Distribution Date:


 


		·	the Rights will not be exercisable;



 


		·	the Rights will be evidenced by the certificates for Common Stock (or, in the case of book entry shares, by notation in book
entry) and not by separate rights certificates; and



 


		·	the Rights will be transferable by, and only in connection with, the transfer of Common Stock.



 






    	 	C-1	 



     


    




 


		2.	Distribution Date; Beneficial Ownership



 


The Rights are not exercisable until the
Distribution Date. As of and after the Distribution Date, the Rights will separate from the Common Stock and each Right will become
exercisable to purchase one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $.01 per share,
of the Company (each whole share, a share of “Preferred Stock”) at a purchase price of $50.00 (such purchase
price, as may be adjusted, the “Purchase Price”). This portion of a share of Preferred Stock would give the
holder thereof approximately the same dividend, voting, and liquidation rights as would one share of Common Stock. Prior to exercise,
the Right does not give its holder any dividend, voting or liquidation rights.


 


The “Distribution Date”
is the earlier of:


 


		·	ten days following a public announcement that a person has become an “Acquiring Person” by acquiring beneficial
ownership of 10% or more of the Common Stock then outstanding (or, in the case of a person that had beneficial ownership of 10%
or more of the outstanding Common Stock on the date the Rights Agreement was executed, by obtaining beneficial ownership of additional
shares of Common Stock representing 0.1% of the shares of Common Stock then outstanding) other than, in each case, as a result
of repurchases of Common Stock by the Company or certain inadvertent acquisitions; and



 


		·	ten business days (or such later date as the Board shall determine prior to the time a person becomes an Acquiring Person)
after the commencement of a tender offer or exchange offer by or on behalf of any person (other than the Company and certain related
entities) that, if completed, would result in such person becoming an Acquiring Person.



 


A person will be deemed to “beneficially
own” any Common Stock if such person or any affiliated or associated person of such person:


 


		·	is considered a “beneficial owner” of the Common Stock under Rule 13d-3 of the General Rules and Regulations
under the Securities Exchange Act of 1934, as amended and as in effect on the date of the Rights Agreement;



 


		·	has the right to acquire the Common Stock, either immediately or in the future, pursuant to any agreement, arrangement, or
understanding (other than a customary underwriting agreement relating to a bona fide public offering of the Common Stock) or upon
the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise, except that a person will not be
deemed to be a beneficial owner of (a) securities tendered pursuant to a tender offer or exchange offer by or on behalf of
such person or any affiliated or associated persons of such person until the tendered securities are accepted for purchase or exchange,
(b) securities issuable upon exercise of a Right before the occurrence of a Triggering Event (as defined in Section 5
below), or (c) securities issuable upon exercise of a Right after the occurrence of a Triggering Event if the Rights are originally
issued Rights or were issued in connection with an adjustment to originally issued Rights;



 


 



    	 	C-2	 



     


    




 


		·	has the right to vote or dispose of the Common Stock pursuant to any agreement, arrangement, or understanding (other than a
right to vote arising from the granting of a revocable proxy or consent that is not also then reportable on a Schedule 13D);
or



 


		·	has an agreement, arrangement, or understanding with another person who beneficially owns Common Stock and the agreement, arrangement,
or understanding is for the purpose of acquiring, holding, voting, or disposing of any securities of the Company (other than customary
underwriting agreements relating to a bona fide public offering of Common Stock or a right to vote arising from the granting of
a revocable proxy or consent that is not also then reportable on a Schedule 13D).



 


Certain synthetic interests in securities
created by derivative positions—whether or not such interests are considered to be ownership of the underlying common stock
or are reportable on a Schedule 13D—are treated as beneficial ownership of the number of shares of Common Stock equivalent
to the economic exposure created by the derivative position, to the extent actual shares of Common Stock are directly or indirectly
held by counterparties to the derivatives contracts. Swaps dealers unassociated with any control intent or intent to evade the
purposes of the Rights Agreement are excepted from such imputed beneficial ownership.


 


		3.	Issuance of Rights Certificates



 


As soon as practicable after the Distribution
Date, the rights certificates will be mailed to holders of record of Common Stock as of the close of business on the Distribution
Date and, thereafter, the separate rights certificates alone will evidence the Rights.


 


		4.	Expiration of Rights



 


The Rights will expire on the earliest of
(a) 5:00 p.m., New York City time, on December 31, 2020, (b) the time at which the Rights are redeemed (as described
in Section 6 below), and (c) the time at which the Rights are exchanged in full (as described in Section 7 below)
(the earliest of (a), (b) and (c) being herein referred to as the “Expiration Date”).


 


		5.	Change of Exercise of Rights Following Certain Events



 


The following described events are referred
to as “Triggering Events.”


 


(a)       Flip-In
Event. In the event that a person becomes an Acquiring Person, each holder of a Right will thereafter have the right
to receive, upon exercise, Common Stock (or, in certain circumstances, other securities, cash, or other assets of the Company)
having a value equal to two times the Purchase Price. Notwithstanding any of the foregoing, following the occurrence of a person
becoming an Acquiring Person, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially
owned by any Acquiring Person (or by certain related parties) will be null and void.


 






    	 	C-3	 



     


    




 


(b)       Flip-Over
Events. In the event that, at any time after a person has become an Acquiring Person, (i) the Company engages in a merger
or other business combination transaction in which the Company is not the continuing or surviving corporation or other entity,
(ii) the Company engages in a merger or other business combination transaction in which the Company is the continuing or surviving
corporation and the Common Stock of the Company are changed or exchanged, or (iii) 50% or more of the Company’s assets
or earning power is sold or transferred, each holder of a Right (except Rights that have previously been voided as set forth above)
shall thereafter have the right to receive, upon exercise, common shares of the acquiring company having a value equal to two times
the Purchase Price.


 


		6.	Redemption



 


At
any time prior to the earlier of (a) a person becoming an Acquiring Person and (b) the Expiration Date (as defined in the Rights
Agreement), the Board may direct the Company to redeem the Rights in whole, but not in part, at a price of $0.01 per Right (payable
in cash, Common Stock, or other consideration deemed appropriate by the Board). Immediately upon the action of the Board
directing the Company to redeem the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive
the $0.01 redemption price.


 


		7.	Exchange of Rights



 


At
any time after a person becomes an Acquiring Person but before any person acquires beneficial ownership of 50% or more of the outstanding
Common Stock, the Board may direct the Company to exchange the Rights (other than Rights owned by such person or certain related
parties, which will have become null and void), in whole or in part, at an exchange ratio of one share of Common Stock per Right
(subject to adjustment). The Company may substitute shares of Preferred Stock (or shares of a class or series of the Company’s
preferred stock having equivalent rights, preferences, and privileges) for Common Stock at an initial rate of one one-thousandth
of a share of Preferred Stock (or of a share of a class or series of the Company’s preferred stock having equivalent rights,
preferences, and privileges) per share of Common Stock. Immediately upon the action of the Board directing the Company to
exchange the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the number of shares
of Common Stock (or one one-thousandth of a share of Preferred Stock or of a share of a class or series of the Company’s
preferred stock having equivalent rights, preferences, and privileges) equal to the number of Rights held by such holder multiplied
by the exchange ratio.


 






    	 	C-4	 



     


    

 


 


		8.	Adjustments to Prevent Dilution; Fractional Shares



 


The
Board may adjust the Purchase Price, the number of shares of Preferred Stock or other securities or assets issuable upon exercise
of a Right, and the number of Rights outstanding to prevent dilution that may occur (a) in the event of a stock dividend on,
or a subdivision, combination, or reclassification of, the Preferred Stock, (b) in the event of a stock dividend on, or a
subdivision or combination of, the Common Stock, (c) if holders of the Preferred Stock are granted certain rights, options,
or warrants to subscribe for Preferred Stock or convertible securities at less than the current market price of the Preferred Stock,
or (d) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular
periodic cash dividends) or of subscription rights or warrants (other than those referred to above).


 


With
certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments amount to at least
1% of the Purchase Price. No fractional shares of Preferred Stock will be issued (other than fractions that are integral multiples
of one one-thousandth of a share of Preferred Stock), and in lieu thereof, an adjustment in cash may be made based on the market
price of the Preferred Stock on the last trading date prior to the date of exercise.


 


		9.	No Stockholder Rights Prior to Exercise; Tax Considerations



 


Until
a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to stockholders or to the Company,
stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable
for Common Stock (or other consideration) of the Company or for common shares of the acquiring company or in the event of the redemption
of the Rights as set forth in Section 6 above.


 


		10.	Amendment of Rights Agreement



 


The
Company, by action of the Board, may supplement or amend any provision of the Rights Agreement in any respect without the approval
of any registered holder of Rights, including, without limitation, in order to (a) cure any ambiguity, (b) correct or
supplement any provision contained in the Rights Agreement that may be defective or inconsistent with other provisions of the Rights
Agreement, (c) shorten or lengthen any time period under the Rights Agreement, or (d) otherwise change, amend,
or supplement any provisions of the Rights Agreement in any manner that the Company deems necessary or desirable; provided,
however, that no supplement or amendment made after a person becomes an Acquiring Person shall adversely affect the interests
of the registered holders of rights certificates (other than an Acquiring Person or any affiliated or associated person of an Acquiring
Person or certain of their transferees) or shall cause the Rights Agreement to become amendable other than in accordance with the
amendment provision contained therein. Without limiting the foregoing, the Company may at any time before any person becomes an
Acquiring Person amend the Rights Agreements to make provisions of the Rights Agreement inapplicable to a particular transaction
by which a person might otherwise become an Acquiring Person or to otherwise alter the terms and conditions of the Rights Agreement
as they may apply with respect to any such transaction.


 


 



    	 	C-5